Form 10-K - Annual report [Section 13 and 15(d), not S-K Item 405]

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-K

 

(Mark One)

☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

FOR THE FISCAL YEAR ENDED JUNE 30, 2024

 

☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

FOR THE TRANSITION PERIOD FROM __________ TO __________

 

COMMISSION FILE NUMBER: 000-54437

 

SUNHYDROGEN, INC.

(Exact name of registrant as specified in its charter)

 

Nevada		26-4298300
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

 

BioVentures Center, 2500 Crosspark Road, Coralville, IA 52241

(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code [phone]

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
None		None		None

 

Securities registered pursuant to section 12(g) of the Act: common stock, par value $0.001 per share

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐  No ☒

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐  No ☒

 

Indicate by check mark whether the registrant (1) has filed all reports required by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer	☐	Accelerated Filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards pursuant to Section 13(a) of the Exchange Act. ☐

 

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

 

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

 

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐  No ☒

 

The aggregate market value of the common stock held by non-affiliates of the registrant, based upon the last sale price of the common stock of the registrant as of the last business day of its most recently completed second fiscal quarter was approximately $65.0 million.

 

The number of shares of registrant’s common stock outstanding, as of September 30, 2024 was 5,205,759,708.

 

DOCUMENTS INCORPORATED BY REFERENCE

 

None

 

 

 

 

 

 

TABLE OF CONTENTS

 

		Page
	PART I
Item 1.	Business	1
Item 1A.	Risk Factors	10
Item 1B.	Unresolved Staff Comments	14
Item 1C.	Cybersecurity	14
Item 2.	Properties	14
Item 3.	Legal Proceedings	14
Item 4.	Mine Safety Disclosures	14
	PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	15
Item 6.	[Reserved.]	16
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	16
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk.	18
Item 8.	Financial Statements and Supplementary Data	18
Item 9.	Changes In and Disagreements with Accountants on Accounting and Financial Disclosure	18
Item 9A.	Controls and Procedures	19
Item 9B.	Other Information.	19
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	19
	PART III
Item 10.	Directors, Executive Officers and Corporate Governance	20
Item 11.	Executive Compensation	22
Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	23
Item 13.	Certain Relationship and Related Transactions, and Director Independence	24
Item 14.	Principal Accountant Fees and Services	24
	PART IV
Item 15.	Exhibit and Financial Statement Schedules	25
Item 16	Form 10-K Summary	26
SIGNATURES		27

 

i

 

 

PART I

 

Item 1. Business.

 

Unless otherwise stated or the context requires otherwise, references in this annual report on Form 10-K to “SunHydrogen”, the “Company”, “we”, “us”, or “our” refer to SunHydrogen, Inc.

 

Overview

 

At SunHydrogen, our goal is to replace fossil fuels with clean, renewable hydrogen.

 

Hydrogen is the most abundant chemical element in the universe. When hydrogen fuel is used to power transportation and industry, the only byproduct left behind is pure water, unlike hydrocarbon fuels such as oil, coal and natural gas that emit carbon dioxide and other harmful pollutants into the atmosphere. However, naturally occurring hydrogen molecules are rare – so rare that today about 95% of all molecular hydrogen is produced from steam reforming of natural gas (Source: US Department of Energy, Hydrogen Fuel Basics). This process is both economically and environmentally unsound.

 

SunHydrogen is developing an efficient and cost-effective way to produce truly green hydrogen using sunlight and any source of water. Our innovative solar hydrogen technology uses abundant and low-cost materials, requires no external power other than sunlight, and is designed with scalability in mind. Its core components include a substrate, photovoltaic layers, and catalysts that integrate to split water molecules into green hydrogen and oxygen. Just like a solar panel is comprised of multiple cells that generate electricity, our hydrogen panel encases multiple hydrogen generators immersed in water. Each hydrogen generator autonomously splits water into hydrogen and oxygen. Our technology has the potential to be one of – if not the most – economical green hydrogen solutions: Unlike traditional water electrolysis for hydrogen, our process requires no external power other than sunlight and uses efficient and low-cost materials.

 

We believe renewable hydrogen has already proven itself to be a key solution in helping the world meet climate targets, and we believe our technology potentially offers solutions to the challenges that the hydrogen future presents, including cost of production and transportation. Many of today’s green hydrogen producers transport their product over long distances, so although the hydrogen itself is green, the delivery and transport infrastructure come with a high carbon footprint and a significant capital investment. The SunHydrogen solution is fully self-contained, offering on-site solar hydrogen generation and local distribution to eliminate carbon footprint altogether and significantly reduce capital investments for transport and delivery.

 

Additionally, because our process directly uses the electrical charges created by sunlight to generate hydrogen, our technology does not rely on grid power or require the costly power electronics that conventional electrolyzers do.

 

With a target cost of $2.50/kg., we believe our solution has the potential to clear a path for green hydrogen to compete with natural gas hydrogen and gain mass market acceptance as a true replacement for fossil fuels.

 

Our technology is primarily developed at our independent laboratory in Coralville, Iowa. These development efforts are further supported through sponsored research agreements with the University of Iowa and the University of Michigan, as well as collaborations with specialized industrial partners and consultants.

 

Led by Chief Scientific Officer Dr. Syed Mubeen and Director of Technology Dr. Joun Lee, our Iowa team continues to focus on developing tandem photoelectrosynthetic heterostructures (nanoparticle-based tandem semiconductor units) and evaluating their manufacturability at scales suitable for commercialization. Over the past year, the team has dedicated efforts to improving the performance and scaling up of our nanoparticle-based hydrogen generators.

 

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In parallel, we have been actively exploring a new methodology that utilizes commercially available, mass-produced thin-film PV cells and modules. These are re-engineered with our proprietary hydrogen module design to enhance fault tolerance and increase hydrogen production efficiency. While this approach is built on principles similar to our nanoparticle technology, it leverages a mature manufacturing platform, enabling a potentially faster market entry.

 

SunHydrogen remains fully committed to our patented nanoparticle-based approach to green hydrogen production. However, this new methodology, which aligns closely with our nanoparticle technology, benefits from an established manufacturing base. Our core mission remains the replacement of fossil fuel-derived hydrogen with truly green hydrogen. If there is an opportunity to achieve this goal more quickly and enter the market sooner, we believe it is in our shareholders' best interest to capitalize on our existing foundation and expertise to do so.

 

Over the past year, our Iowa team achieved significant milestones in advancing our green hydrogen production technology toward commercialization. These accomplishments span both our nanoparticle-based tandem semiconductor units and our innovative approach using thin-film PV cells and modules, as further described below.

 

Nanoparticle-Based Tandem Semiconductor Units:

 

●

Validated Manufacturability at Scale: Successfully validated the manufacturability of our substrates at both 25 cm² and 100 cm² scales, confirming the scalability of our nanoparticle technology.

 

●

Optimization of Plating Recipe for Second Junction Units: Developed and optimized a plating recipe for the semiconductor unit in the second junction, resulting in best-in-class devices demonstrating photovoltages greater than 0.9 volts and short-circuit current densities exceeding 20 mA/cm².

 

●

E nhanced Photovoltage Achievement: Developed manufacturing recipes for the first and second semiconductor junctions, achieving combined photovoltages exceeding 1.8 volts. This surpasses the required photovoltage for water-splitting by 1.5 times, ensuring optimal performance and efficiency despite potential voltage losses.

 

●

Demonstrated Stability Under Accelerated Conditions: Showed stable performance of the nanoparticle semiconductor units for over 100 hours under continuous 1 sun illumination at elevated temperatures, replicating accelerated degradation conditions. This stability indicates potential for significantly longer operational lifespans under standard conditions.

 

●

Acquisition and Utilization of High-Throughput Catalyst Coating Equipment: Acquired high-throughput catalyst coating equipment capable of coating hydrogen and oxygen evolution catalysts over areas up to 1000 cm². Further using this equipment, and in collaboration with Heraeus, we demonstrated that the catalysts could achieve a combined overpotential of 350 mV or lower at 10 mA/cm², enabling hydrogen and oxygen generation at potentials below 1.6 volts, leaving room for enhanced performance as the semiconductor units can supply 1.8 volts.

 

●

Collaboration with COTEC for Scale-Up: Collaborating with COTEC to scale up and enable high-throughput production of nanoparticle semiconductor units, aiming to replicate lab-scale performance at a larger scale (greater than or equal to 100cm2) with a manufacturing yield greater than 90%.

 

Thin-Film PV Cell-Based Hydrogen Modules:

 

●

Development of a Transformative Hydrogen Module Design: Successfully developed a hydrogen module design that adapts a commercial thin-film photovoltaic (PV) module into a hydrogen module without altering the existing manufacturing process. This innovation allows the same manufacturing tools to produce both PV and hydrogen modules, streamlining the transition and reducing costs.

 

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●

Successful Fabrication of Hydrogen Modules: In collaboration with CTF Solar, we successfully implemented the hydrogen module design and fabricated hydrogen modules with a 100 cm² surface area.

 

●

Achieved Stable Operation and High Solar-to-Hydrogen Efficiency: Developed stabilization schemes and catalyst integration strategies that enable these hydrogen modules to operate stably at solar-to-hydrogen conversion efficiencies exceeding 10%.

 

Additional accomplishments that span both nanoparticle-based and thin film-based hydrogen modules include:

 

●

Advanced Housing Unit: Developed a housing unit design, in collaboration with SunHydrogen consultants Prof. Nirala Singh, Prof. Kazunari Domen, Dr. Hiroshi Nishiyama, and Dr. Taro Yamada, for both nanoparticle and thin-film modules. This design enables the production and separation of hydrogen (H₂) and oxygen (O₂) without the need for expensive ion exchange membranes, reducing costs and simplifying the manufacturing process.

 

●

Joint Validation and Testing: Our nanoparticle-based semiconductor units and thin-film-based hydrogen modules are currently undergoing testing and validation at Honda R&D labs in Japan. Additionally, our collaborators in the NanoPEC project are focused on validating the long-term stability of the nanoparticle semiconductor units. These rigorous evaluations are essential to verify performance, stability, and scalability, ensuring our technologies meet the highest standards for commercialization.

 

Led by Dr. Nirala Singh, one of the lead inventors on SunHydrogen Patent No. 9,593,053B1, the University of Michigan team is focused on understanding the hydrogen collection efficiency and optimizing and testing potential oxygen evolution and hydrogen evolution electrocatalysts to accelerate scaleup and increased efficiency of photoelectrochemically active heterostructures.

 

In the past year, they identified the most promising configurations to minimize the significant energy losses and produce hydrogen at a high rate. They further tested these configurations in the Generator Housing for different system areas with oxygen evolution and hydrogen evolution catalysts and measured the collection efficiency of hydrogen following its production. The effect of different pre-treatment conditions on the activity and stability of the hydrogen evolution catalyst and oxygen evolution catalyst was also evaluated for continuous operation in a three-electrode setup and the treatment variables with the most significant contribution to activity and stability identified. The overall voltage required for water splitting using these optimized conditions has been lowered from that of last year. University of Michigan is developing strategies to further improve the stability of the oxygen evolution electrocatalyst as well as alternate methods to deposit the electrocatalysts on different supports.

 

University of Michigan demonstrated the use of the system in the Generator Housing without membranes while maintaining a high faradaic efficiency and purity of hydrogen generation. This system was evaluated using the gas collection system developed in the previous year. University of Michigan demonstrated the high purity and faradaic efficiency under various Generator Housing orientations (e.g., angle) and temperatures. The elimination of the membrane can assist with reducing capital and processing costs. Potential causes of high series resistance have been identified and addressed to improve the overall efficiency of the system. University of Michigan also evaluated the performance of the system in the Generator Housing under different flow conditions and electrolyte compositions to determine the effect on performance and collection efficiency. University of Michigan is developing strategies to further mitigate the series resistance in the device.

 

Outside of our central research and development hub in Iowa and our work with the University of Iowa and the University of Michigan, we have further expanded our industrial partnerships across the U.S., Germany, South Korea, and Japan. 

 

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Our current industrial partners and vendors include: Honda R&D Co. Ltd; CTF Solar GmbH; the National Renewable Energy Laboratory (NREL); COTEC Corp.; Geomatec; Project NanoPEC; Schmid Group; Heraeus; and Strategic Analysis. By diversifying our commercialization strategy in this way, we have formed relationships with industrial partners who are specialized in individual components of our technology such as electroplating, substrate processing and catalyst/membrane integration, and techno-economics.

 

Honda R&D Co. Ltd is our housing unit and balance of system partner.

 

With CTF Solar, we are working to integrate their commercial PV cell module design into our technology for green hydrogen production.

 

The National Renewable Energy Laboratory (NREL) is our thin film PV cell design partner.

 

COTEC is a production partner for our PAH (Photoelectrosynthetically Active Heterostructures) nanoparticle technology, and Geomatec is a PAH substrate vendor.

 

Project NanoPEC has brought us together with a group of six partners at the cutting edge of industry and science in Germany working to accelerate the commercialization of our technology. These partners include the Fraunhofer Center for Silicon Photovoltaics, WAVELABS Solar Metrology Systems GmbH, ECH Elektrochemie Halle GmbH, Zahner-Elektrik, Helmholtz-Zentrum Berlin, and SCHMID Group. SCHMID Group is an additional manufacturing partner.

 

Efforts on our hydrogen reactor design are led by consultants Prof. Kazunari Domen, Dr. Hiroshi Nishiyama, Dr. Taro Yamada, and Prof. Nirala Singh.

 

We are working with Heraeus as our vendor for catalyst optimization, and lastly, we are working with Strategic Analysis to conduct robust techno-economic analysis of our process. 

 

Finally, while we remain dedicated to our primary goal of developing our technology to commercialization, we are also passionate about furthering the renewable hydrogen ecosystem through investment in, and acquisition of, complementary hydrogen technologies.

 

SunHydrogen is an investor in Norway-based TECO 2030. With their zero-emission PEM hydrogen fuel cells stacks and modules, TECO 2030 is accelerating the transition to clean energy in the maritime and heavy-duty transportation sectors, and has formed strong relationships with world-leading companies in the fuel cell industry in the process. Their longtime development partner AVL is the world's largest independent company for the development, simulation and testing of powertrain systems. TECO 2030 is also partnered with thyssenkrupp Automation Engineering, which holds over 100 years of fuel cell experience and €34 billion in revenue in 2021. 

 

Every day in the US, hundreds of thousands of diesel-powered trucks travel through routes with abundant land and sun. Our SunHydrogen panels along and around these highways, producing green hydrogen at and near refueling sites, would potentially eliminate the need to transport hydrogen fuel over long distances, lowering the high costs and hydrogen losses that would otherwise happen in long-distance transport. In the future, we believe our green hydrogen panels along major trucking routes worldwide, together with the proliferation of TECO 2030's hydrogen fuel cell technology, can make a significant mark on the industry.

 

Market Opportunity

 

Hydrogen generation is projected to become a $1 trillion per year market by 2050 (Source: Goldman Sachs, Carbonomics: The clean hydrogen revolution). Current fossil fuels can’t sustain future energy requirements environmentally or economically, and hydrogen fuel technologies are being adopted across all sectors as the world moves toward renewable alternatives. 

 

Over 140 countries have set goals to achieve net-zero emissions by 2050, and as governments are looking to clean energy sources like hydrogen to help them meet their targets (Source: United Nations, Net Zero Coalition). It is estimated that nearly 25% of global energy will come from clean hydrogen alone by 2050 (Source: Goldman Sachs, Green Hydrogen: The next transformational driver of the Utilities industry). 

 

4

 

 

Over 1,000 green hydrogen production demonstration projects have been announced around the world, and policy leaders have put forth ambitious strategies to utilize hydrogen and fuel cell technologies across all sectors of the economy including transportation, feedstock and industrial heat use (Source: The Hydrogen Council and McKinsey & Company, Hydrogen Insights 2023).  

 

Existing Market Growth 

 

As supply chain challenges and geopolitical conflicts continue to affect fuel prices globally, the hydrogen market is rallying support from consumers and governments alike. 

 

In August 2022, The Inflation Reduction Act, which allotted $369 billion to renewable energy and climate projects, was signed into law in the US. “Among its features, the law has a 10-year extension of solar and wind tax credits and incentives to support new technology, with hydrogen and energy storage set to be the greatest beneficiaries,” according to Morningstar’s chief US market strategist Dave Sekera (Source: Markets Insider, Clean energy stocks are set to be the big winners of the sweeping Inflation Reduction Act just signed by Biden, Morningstar says). Specifically, the Act included a tax credit that will award up to $3/kg for low carbon hydrogen, with exact credit amounts to be determined by calculating a given project’s greenhouse gas emissions (Source: S&P Global, Hydrogen tax credits preserved in new US Inflation Reduction Act). 

 

Since the passage of the Inflation Reduction Act, the US has seen additional promising legislation in favor of the adoption of hydrogen as a replacement for fossil fuels. Most recently, the US Department of Energy released its intent to invest up to an additional $1 billion to support the Regional Clean Hydrogen Hubs program, an already-$7 billion initiative to create six to ten regional clean hydrogen hubs across the country (Source: DOE, Biden-Harris Administration to Jumpstart Clean Hydrogen Economy with New Initiative to Provide Market Certainty and Unlock Private Investment). According to the DOE, America’s growing hydrogen economy has the potential to add 100,000 net new direct and indirect jobs by 2030 (Source: DOE, DOE’s Pathways to Commercial Liftoff: Clean Hydrogen report). 

 

An additional factor driving the global hydrogen market is the need to reduce sulfur content in petroleum products. U.S. federal and state governments have adopted various programs, including the Tier 3 program, to reduce the sulfur content in gasoline, motor oil and diesel. Particularly, there is a growing demand for petroleum products from developing countries. Hydrogen is used in various refining processes including hydrocracking and hydrodesulfurization to crack bigger molecules into lighter ones and produce more usable products. 

 

For all these reasons and more, we believe our renewable hydrogen-producing technology possesses significant early market opportunity, especially as innovation and infrastructure continue to develop. 

 

Hydrogen Mobility

 

Industry is projected to drive the majority of clean hydrogen uptake until 2030 followed by a wider uptake in new applications by 2050, according to a 2024 report by McKinsey & Company (Source: McKinsey & Company, Global Energy Perspective 2023: Hydrogen outlook). Specifically, the mobility sector is expected to account for a considerable portion of the demand for clean hydrogen.

 

Hydrogen-powered trucks and hydrogen refueling stations present a variety of cost, scalability, and sustainability-related benefits over battery power. Namely, hydrogen-fueled trucks can refuel faster and carry a lower weight penalty than battery-powered trucks because tanks weigh considerably less than batteries. At scale, the infrastructure is less costly to create than e-truck charging infrastructure because it does not require grid upgrades and has a smaller carbon footprint. Faster refueling speed also means the hydrogen infrastructure can be used by many more trucks (Source: McKinsey & Company, Unlocking hydrogen’s power for long-haul freight transport).

 

Additionally, the applications for hydrogen mobility stretch far beyond road travel vehicles:

 

At one Amazon fulfillment center in Aurora, Colorado, a Plug Power electrolyzer system is already helping produce hydrogen to fuel more than 225 hydrogen fuel cell-powered forklift trucks at the site (Source: Utility Dive, Amazon to generate hydrogen on-site with Plug Power’s electrolyzer system).

 

5

 

 

In Norway, Norwegian state-owned technology company Enova has awarded approximately $112 million in grants to commercialize 15 hydrogen and ammonia-fueled maritime vessels (Source: Riviera Maritime Media, Norway goes big on hydrogen and ammonia-fuelled ships).

 

Dutch airline KLM has teamed up with ZeroAvia to develop a liquid hydrogen-powered turboprop aircraft, and they have raised over $300 million from Amazon, Airbus, and British Airways to do so (Source: The Next Web, KLM targets liquid hydrogen plane takeoff in 2026).

 

While infrastructure scale-up and technology advancements are still needed to meet demand, it’s clear that momentum is rapidly building among innovators, government agencies, and industry stakeholders alike.

 

Our Technology 

 

Technology for Making Renewable Hydrogen from Sunlight and Water 

 

Powered by solar energy, our technology utilizes two innovative approaches to produce renewable hydrogen from water, leaving behind only clean oxygen as a byproduct:

 

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Nanoparticle-Based Photoelectrosynthetically Active Heterostructures (PAH): Our microscopic PAH nanoparticles function like tiny machines that mimic the natural process of photosynthesis within a plant cell. Composed of multiple layers, these nanoparticles enable solar-powered electrolysis to occur at the molecular level, splitting water to extract hydrogen as a clean energy source. This nanoparticle-based system offers high fault tolerance and superior solar-to-hydrogen efficiencies at a low cost, making it an economically viable and scalable solution for green hydrogen production.

 

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Thin-Film PV Cell-Based Hydrogen Modules: In parallel, we are also developing hydrogen modules in collaboration with CTF Solar, using commercially available thin-film photovoltaic (PV) technology. These modules are re-engineered with our proprietary hydrogen module design to perform solar water splitting without altering the existing PV manufacturing process. This approach leverages mature manufacturing platforms, allowing for faster market entry while still enabling cost-effective and scalable hydrogen production.

 

By advancing both nanoparticle and thin-film PV cell technologies, we are strategically positioned to accelerate the production of green hydrogen, providing versatile and scalable solutions to meet global clean energy needs.

 

Water Splitting

 

In the process of splitting a water molecule, input energy is transferred into the chemical bonds. Essentially, manufactured hydrogen serves as a carrier or battery-like storage of the input energy. If the input energy is from fossil fuels, such as oil and gas, then carbon fossil fuel energy is simply transferred into hydrogen. If the input energy is renewable, such as solar or wind, then new and clean energy is stored in hydrogen.

 

While the concept of water splitting is very appealing, the following industry-wide challenges must be addressed for renewable hydrogen to be commercially viable:

 

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Energy Inefficiency — Since hydrogen is an energy carrier, the most energy it can store is 100% of the input energy. However, conventional electrolysis methods lose much of the input energy in system components, wires and electrodes resulting in only a small portion of electricity making it into the hydrogen molecules. This translates to high production cost and is the fundamental problem with water splitting for hydrogen production. We intend to address this problem with our low-cost and energy-efficient nanoparticle technology.

 

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Need for Clean Water — Conventional electrolysis requires highly purified clean water to prevent fouling of system components. This prevents current technology from using large quantities of available water from oceans, rivers, industrial waste and municipal waste as feedstock. We are currently working with acidic or alkaline water, as well as wastewater, to produce renewable hydrogen through our nanoparticle technology.

 

Technology

 

Water electrolysis in its simplest form is the transfer of “input electrons” in the following chemical reactions:

 

●

Cathode (reduction): 2H2O + 2e-  +2 + 2OH-

 

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Anode (oxidation): 4OH- 2 + 2H2O + 4 e-

 

From these equations, one can deduce that if every input electron (e^-) is put to work and not lost, then a maximum amount of input electrons (i.e. energy) is transferred and stored in the hydrogen molecules (H₂). Additionally, if there were a very high number of cathode and anode reaction areas within a given volume of water, then a very high number of these reactions could happen simultaneously throughout the medium to split each water molecule into hydrogen wherever electrons are available.

 

SunHydrogen Panel™ 

 

Since our particles are intended to mimic the natural process of photosynthesis, directly producing hydrogen and oxygen without the need for costly intermediate power conversions, they can be housed in very low-cost reactors. To facilitate the commercial use of our self-contained particle technology, we are developing a modular system that will enable the onsite daily production and storage of hydrogen for any-time use in electricity generation. 

 

We refer to our potential product as the SunHydrogen Panel which is comprised of the following components:

 

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Substrate: The base material, typically glass coated with a thin layer of transparent conducting surface.

 

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Semiconductor: Materials that have properties essential for photovoltaic energy conversion.

 

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Current Collector: Utilized for the deposition of catalysts.

 

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Insulator: Materials to neutralize the defects and pinholes and to stabilize semiconductors and substrates.

 

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Cathode: Equipped with a Hydrogen Evolution Reaction (HER) catalyst responsible for hydrogen production.

 

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Anode: Outfitted with an Oxygen Evolution Reaction (OER) catalyst that facilitates oxygen production.

 

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PV Cell: Denotes a singular Photovoltaic (PV) cell, a basic unit that converts light into electrical energy.

 

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Hydrogen Sub-module: Constitutes the minimum assembly of PV cells interconnected electrically and paired with catalysts to produce hydrogen and oxygen.

 

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Hydrogen Module: A composite of several Hydrogen Sub-modules seamlessly integrated yet electrically separate, all set on a singular substrate for efficient scaling and fault tolerance.

 

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Housing Unit: Designed with end plates that feature flow field channels to streamline water flow and facilitate the separation of hydrogen and oxygen.

 

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Hydrogen Reactor: A system that encompasses both the Hydrogen Module and its Housing, forming a complete unit for hydrogen generation.

 

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Hydrogen Panel: Comprises one or more Hydrogen Reactors arranged together, forming an installation-ready unit that includes necessary ancillary components like piping, as well as systems for hydrogen collection and water recirculation.

 

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Hydrogen Array: A term that describes an aggregation of Hydrogen Panels organized to meet a specific hydrogen production goal, with capacities that can range from 1 kW to 1 MW, or even as high as 1 GW.

 

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In addition to our sponsored research agreements with the University of Iowa and University of Michigan, we are working with a growing group of specialized industrial partners to help commercialize our renewable hydrogen panels that use sunlight and water to generate hydrogen. Our current industrial partners include: Honda R&D Co. Ltd; CTF Solar GmbH; the National Renewable Energy Laboratory (NREL); COTEC Corp.; Geomatec; Project NanoPEC; Schmid Group; the University of Tokyo; Heraeus; and Strategic Analysis.

 

Intellectual Property

 

On November 14, 2011, we filed a provisional application with the U.S. Patent and Trademark Office to protect the intellectual property rights for “Photoelectrosynthetically Active Heterostructures” A year later on November 14, 2012, we filed a non-provisional application claiming priority to the provisional application. On March 14, 2017, a first patent covering the structural design of Photoelectrosynthetically Active Heterostructures (PAH) was granted as United States Patent No. 9,593,053B1. A divisional application claiming priority to the foregoing applications was filed, and on April 3, 2018, a second patent covering the method for manufacturing PAH was granted as United States Patent No. 9,593,053B2. These patents protect the Company’s proprietary design and manufacturing method of a self-contained solar-to-hydrogen device made up of billions of solar-powered water-splitting nanoparticles, per square centimeter. These nanoparticles are separated by a protective coating that prevents corrosion during extended periods of hydrogen production. The aim of producing these nanoparticles is to achieve high solar -to-hydrogen conversion efficiency at low cost. These patents expire on November 14, 2032. 

 

An important aspect of the patented technology referred to in the preceding paragraph is the integrated structures of high-density arrays of nano-sized PV cells as part of hydrogen production nanoparticles. The technology enables manufacturing of ultra-thin sheets for solar hydrogen production, requiring substantially less material as compared to conventional PV cells used in rooftop power applications.   

 

On March 21, 2014, we jointly filed a provisional application with the University of California, Santa Barbara for the “Multi-junction artificial photosynthetic cell with enhanced photovoltages.” Thereafter, we filed a non-provisional application on March 16, 2015 and a corresponding PCT Application on March 17, 2015. These applications cover our semiconductor designs to enhance the photovoltages of the nano-sized PV cells in the PAH structures. The semiconductor designs stacking multiple junctions inside the PAH structures would be an efficient and economical solution for the photovoltaic and the photoelectrochemical industries. Patents were granted in Australia in April of 2018, China and Europe in March of 2019, and in the U.S. as United States Patent No. 10,100,415 in October of 2018. The last patent from this international application was granted in India in October 2022. This patent expires on October 21, 2036.

 

On September 26, 2016, we filed jointly with the University of Iowa a provisional application for “Integrated Membrane Solar Fuel Production Assembly” to protect the intellectual property for our generator housing system that safely separates oxygen and hydrogen in the water-splitting process without sacrificing efficiency. This device houses the water, the solar particles/cells and is designed with inlets and outlets for water and gases. Utilizing a special architecture that integrates membranes for separating the oxygen side from the hydrogen side, proton transport is increased which is the key to safely increasing solar-to-hydrogen efficiency. On September 26, 2017, we filed a PCT Application that was later nationalized in the U.S. on March 26, 2019. On April 15, 2024, after a thorough review of our corporate commercialization plan, we made the decision to abandon the patent application. While the intellectual property was critical for the designs of the early GEN I and GEN II inventions, as our process and system designs evolved, we determined that the IP no longer aligned with our future developments.

 

On August 7, 2024, we filed a provisional patent application covering the design and manufacturing processes of fully integrated solar hydrogen modules, utilizing existing infrastructure from the photovoltaic (PV) industry. The protected IP facilitates the immediate commercial production of these modules, accelerating their entry into the market for rapid adoption.

 

Strategic Partners

 

We are currently engaged in a sponsored research agreement with the University of Iowa. This term of the research agreement runs through October 2024 but may be extended upon mutual agreement of the parties.

 

8

 

 

We are currently engaged in a sponsored research agreement with the University of Michigan. This term of the research agreement runs through September 2024 but may be extended upon mutual agreement of the parties.

 

We are currently engaged in a technology collaboration agreement with COTEC. This term of the agreement runs through September 2024 and both parties are currently continuing the collaboration while working to enter into a new collaboration agreement.

 

We are currently engaged in a technology collaboration agreement with Project NanoPEC. This term of the agreement runs through June 2026 but may be extended upon mutual agreement of the parties.

 

We are currently engaged in a technology collaboration agreement with CTF Solar. This term of the agreement runs through January 2026 but may be extended upon mutual agreement of the parties.

 

We are currently engaged in a joint development agreement with Honda R&D Co. This term of the agreement runs through March 2026 but may be extended upon mutual agreement of the parties.  

 

We have also initiated a research agreement with the National Renewable Energy Laboratory (NREL). This research agreement runs through October 2025 but may be extended upon mutual agreement of the parties.

 

Additionally, we are engaged in an ongoing consulting contract with Strategic Analysis, Inc. to aid in further reducing our system cost through techno-economic research and evaluation.

 

Competition

 

Currently, most hydrogen is produced by steam reforming of natural gas or methane. This production technology dominates due to easy availability and low prices of natural gas. Partial oxidation of petroleum oil is second in production capacity after steam reforming of natural gas. The third largest production technology in terms of production capacity is steam gasification of coal. Key players in the traditional hydrogen production industry include Linde, Air Liquide, Air Products, Praxair, and more. 

 

At this time, we view our primary competition as companies that have developed or are currently developing renewable hydrogen production technology. Green or renewable hydrogen can be produced through electrolyzers if the electrolyzers are powered by renewable energy sources, such as solar or wind. Some of these companies include:

 

Plug Power: Plug Power (Stock symbol: PLUG) is engaged in the development of hydrogen fuel cell systems that replace conventional batteries in equipment and vehicles powered by electricity. The company is currently building green hydrogen plants to produce at least 70 tons of liquid green hydrogen daily by the end of 2022 and 500 tons daily by 2025.

 

NEL Hydrogen: NEL Hydrogen (Stock symbol: NLLSF) delivers solutions to produce, store, and distribute hydrogen from renewable energy. The company’s hydrogen solutions cover the entire value chain from hydrogen production technologies to hydrogen fueling stations, enabling industries to transition to green hydrogen.

 

Fusion Fuel: Fusion Fuel (Stock symbol: HTOO) has developed a modular solar to hydrogen solution, combining proven solar concentration technology with a proprietary micro-electrolyzer that allows it to produce zero-emissions green hydrogen at highly competitive costs. The company sells its HEVO-Solar technology to customers interested in producing their own green hydrogen. It also develops company-owned green hydrogen farms.

 

ITM Power: ITM Power (Stock symbol: ITMPF) designs, manufactures, and integrates electrolyzers based on proton exchange membrane technology to produce green hydrogen using renewable electricity and tap water. ITM Power works with strategic partners including Linde, Shell, Snam, Hyundai, and Honda to scale its impact and industrial reach.

 

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McPhy: McPhy (Stock symbol: MCPHY) specializes in the design, production and integration of high pressure alkaline electrolyzers and hydrogen stations. McPhy has five development, engineering and production sites in France, Italy, and Germany, and it is backed by solid and constantly-evolving European industrial foundations. 

 

If not powered by renewable sources, electrolyzers require external electricity most likely created by coal, gas or oil. We believe that our process when fully developed may potentially offer a competitive advantage as we anticipate it will be fully renewable and utilize no external power other than the sun. However, it should be noted that the renewable hydrogen market is rich with competitors, like the companies mentioned above, who have already successfully commercialized green hydrogen production technologies. We anticipate that existing leaders will continue to hone the efficiency of their products and drive down cost of green hydrogen per kilogram, creating a more competitive, challenging environment for emerging, not-yet-commercialized technologies such as our own.

 

Corporate Information

 

We were incorporated in the State of Nevada on February 18, 2009. Our executive offices are located at 2500 Crosspark Road, Coralville IA 52241.

 

Employees

 

As of September 12, 2024, we have 7 full-time employees and several consultants. We have not experienced any work stoppages and we consider relations with our employees and consultants to be good. Our research and development work is performed at our Coralville, Iowa laboratory, as well as with the University of Iowa and the University of Michigan through sponsored research agreements, and in collaboration with our industrial partners.

  

Item 1A. Risk Factors.

 

Risks related to our business and industry

 

Our limited operating history does not afford investors a sufficient history on which to base an investment decision.

 

We were formed in February 2009 and are currently developing a new technology that has not yet gained market acceptance. There can be no assurance that we will ever operate profitably or that we will have adequate working capital to meet our obligations as they become due.

 

Investors must consider the risks and difficulties frequently encountered by early-stage companies, particularly in rapidly evolving markets. Such risks include the following:

 

	●	competition;
	●	need for acceptance of products;
	●	ability to continue to develop and extend brand identity;
	●	ability to anticipate and adapt to a competitive market;
	●	ability to effectively manage rapidly expanding operations;
	●	amount and timing of operating costs and capital expenditures relating to expansion of our business, operations, and infrastructure; and
	●	dependence upon key personnel.

 

We cannot be certain that our business strategy will be successful or that we will successfully address these risks. In the event that we do not successfully address these risks, our business, prospects, financial condition, and results of operations could be materially and adversely affected, and we may have to curtail our business.

 

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We have a history of losses and have never realized revenues to date. We expect to continue to incur losses and no assurance can be given that we will realize revenues. Accordingly, we may never achieve and sustain profitability.

 

As of June 30, 2024, we have an accumulated deficit of $91,852,243. For the year ended June 30, 2024, we incurred a net loss of $9,881,203. We expect to incur net losses until we are able to realize revenues to fund our continuing operations. We may fail to achieve any or significant revenues from sales or achieve or sustain profitability. Accordingly, we may never be profitable or be able to maintain profitability.

 

We have historically raised funds through various capital raising transactions. We will require additional funds in the future to fund our business plans, either through additional equity or debt financings or collaborative agreements or from other sources. We have no commitments to obtain such additional financing, and we may not be able to obtain any such additional financing on terms favorable to us, or at all. In the event we are unable to obtain additional financing, we may be unable to implement our business plan. Even with such financing, we have a history of operating losses and there can be no assurance that we will ever become profitable.

 

We may be unable to manage our growth or implement our expansion strategy.

 

We may not be able to develop our product or implement the other features of our business strategy at the rate or to the extent presently planned. Our projected growth will place a significant strain on our administrative, operational and financial resources. If we are unable to successfully manage our future growth, establish and continue to upgrade our operating and financial control systems, recruit and hire necessary personnel or effectively manage unexpected expansion difficulties, our financial condition and results of operations could be materially and adversely affected.

 

We may not be able to successfully develop and commercialize our technologies which would result in continued losses and may require us to curtail or cease operations.

 

We are currently working to scale the lab-scale prototypes of our nanoparticle technology to larger, commercial-scale prototypes. However, we have not completed a large-scale commercial prototype of our technology and are uncertain at this time when completion of a commercial scale prototype will occur. Although the lab scale prototype demonstrates the viability of our technology, we may be unable to commercialize our technology.

 

Our revenues will be dependent upon acceptance of our products by the market, the failure of which would cause us to curtail or cease operations.

 

We believe that virtually all of our revenues will come from the sale or license of our products. As a result, we will continue to incur substantial operating losses until such time as we are able to develop our product and generate revenues from the sale or license of our products. There can be no assurance that businesses and customers will adopt our technology and products, or that businesses and prospective customers will agree to pay for or license our products. Our technology and product, when fully developed, may not gain market acceptance due to various factors such as not enough cost savings between our method of producing hydrogen and other more conventional methods. If that occurs,, our financial condition and results of operations will be materially and adversely affected.

  

We anticipate that we will face intense competition, and many of our competitors have substantially greater resources than we do.

 

We operate in a competitive environment that is characterized by price fluctuation and technological change. We anticipate that we will compete with major international and domestic companies. Some of our current and future potential competitors may have greater market recognition and customer bases, longer operating histories and substantially greater financial, technical, marketing, distribution, purchasing, manufacturing, personnel and other resources than we do. In addition, competitors may be developing similar technologies with a cost similar to, or lower than, our projected costs. As a result, they may be able to respond more quickly to changing customer demands or to devote greater resources to the development, promotion and sales of solar and solar-related products than we can.

 

Our business plan relies on sales of our products based on either a demand for truly renewable clean hydrogen or economically produced clean hydrogen. If we fail to compete successfully, our business would suffer and we may lose or be unable to gain market share. Neither the demand for our product nor our ability to manufacture at commercial scale have yet been proven.

 

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Because our industry is highly competitive and has low barriers to entry, we may lose market share to larger companies that are better equipped to weather a deterioration in market conditions due to increased competition.

 

We believe that our ability to compete depends in part on a number of factors outside of our control, including:

 

	●	the ability of our competitors to hire, retain and motivate qualified personnel;
	●	the ownership by competitors of proprietary tools to customize systems to the needs of a particular customer;
	●	the price at which others offer comparable services and equipment;
	●	the extent of our competitors’ responsiveness to customer needs; and
	●	installation technology.

 

Currently, competing methods of hydrogen production include steam reforming of natural gas or methane, which dominates due to its easy availability and low price; partial oxidation of petroleum oil; steam gasification of coal; and electrolyzers powered by solar or wind energy. There can be no assurance that we will be able to compete successfully against current and future competitors. If we are unable to compete effectively, or if competition results in a deterioration of market conditions, our business and results of operations would be adversely affected.

 

Our business depends on proprietary technology that we may not be able to protect and may infringe on the intellectual property rights of others.

 

Our success will depend, in part, on our technology’s commercial viability and on the strength of our intellectual property rights. We currently hold patents in the US, China, Australia, and Europe but still have several patents pending in multiple countries. There is no guarantee the pending patents will be granted. In addition, any agreements we enter into with our employees, consultants, advisors, customers and strategic partners will contain restrictions on the disclosure and use of trade secrets, inventions and confidential information relating to our technology may not provide meaningful protection in the event of unauthorized use or disclosure.

 

Third parties may assert that our technology, or the products we, our customers or partners commercialize using our technology, infringes upon their proprietary rights. We have yet to complete an infringement analysis and, even if such an analysis were available at the current time, it is virtually impossible for us to be certain that no infringement exists, particularly in our case where our products have not yet been fully developed. 

 

We may need to acquire licenses from third parties in order to avoid infringement. Any required license may not be available to us on acceptable terms, or at all.

 

We could incur substantial costs in defending ourselves in suits brought against us for alleged infringement of another party’s intellectual property rights as well as in enforcing our rights against others, and if we are found to infringe, the manufacture, sale and use of our or our customers’ or partners’ products could be enjoined. Any claims against us, with or without merit, would likely be time-consuming, requiring our management team to dedicate substantial time to addressing the issues presented. Furthermore, the parties bringing claims may have greater resources than we do.

 

We do not maintain theft or casualty insurance and only maintain modest liability and property insurance coverage and therefore, we could incur losses as a result of an uninsured loss.

 

We do not maintain theft, casualty insurance, or property insurance coverage. We may incur uninsured liabilities and losses as a result of the conduct of our business. Any such uninsured or insured loss or liability could have a material adverse effect on our results of operations.

 

If we lose key employees and consultants or are unable to attract or retain qualified personnel, our business could suffer.

 

Our success is highly dependent on our ability to attract and retain qualified scientific, engineering and management personnel. We are highly dependent on our Chief Science Officer, Dr. Syed Mubeen, our development team in Iowa and our industrial partners and vendors.  There can be no assurance that they will remain associated with us. Our management’s efforts will be critical to us as we continue to develop our technology and as we attempt to transition from a development stage company to a company with commercialized products and services. If we were to lose Dr. Mubeen, one of our development partners, any other key employees or consultants, we may experience difficulties in competing effectively, developing our technology and implementing our business strategies.

 

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The loss of strategic alliances used in the development of our products and technology could impede our ability to complete our product and result in a material adverse effect causing the business to suffer.

 

We pursue strategic alliances with other companies in areas where collaboration can produce technological and industry advancement. For example, we have entered into a sponsored research agreement with the University of Michigan which, which was extended through September 30, 2024. If we are unable to extend the terms of this agreement, or any of our other agreements with our partners as described in this report, we could suffer delays in product development or other operational difficulties which could have a material adverse effect on our results of operations.

 

Risks relating to our common stock

 

There is a limited trading market for our common stock.

 

Our common stock is not listed on any national securities exchange. Accordingly, investors may find it more difficult to buy and sell our shares than if our common stock was traded on an exchange. Although our common stock is quoted on the OTCQB, it is an unorganized, inter-dealer, over-the-counter market which provides significantly less liquidity than the Nasdaq Capital Market or other national securities exchange. Further, there is limited trading in our common stock. These factors may have an adverse impact on the trading and price of our common stock.

 

Our common stock could be subject to extreme volatility.

 

The trading price of our common stock may be affected by a number of factors, including events described in the risk factors set forth in this report, as well as our operating results, financial condition and other events or factors. In addition to the uncertainties relating to future operating performance and the profitability of operations, factors such as variations in interim financial results or various, as yet unpredictable, factors, many of which are beyond our control, may have a negative effect on the market price of our common stock. In recent years, broad stock market indices, in general, and smaller capitalization companies, in particular, have experienced substantial price fluctuations. In a volatile market, we may experience wide fluctuations in the market price of our common stock and wide bid-ask spreads. These fluctuations may have a negative effect on the market price of our common stock. In addition, the securities market has, from time to time, experienced significant price and volume fluctuations that are not related to the operating performance of particular companies. These market fluctuations may also materially and adversely affect the market price of our common stock.

 

We anticipate that our issuance of common stock upon conversion of Series C Preferred Shares will result in dilution to our stockholders.

 

As of June 30, 2024, we have outstanding shares of redeemable Series C Preferred Stock with an aggregate stated value of $885,100 that are convertible into common stock at a fixed conversion price of $0.00095 (see Note 3 to the financial statements included in this report). We anticipate that our issuance of common stock upon conversion of outstanding preferred shares will result in dilution to holders of our common stock, which may have a negative effect on the price of our common stock. In addition, as of June 30, 2024, we have outstanding warrants to purchase 78,095,239 shares of common stock and options to purchase 266,894,499 shares of common stock, and our issuance of shares of common stock upon exercise of outstanding warrants or options may result in additional dilution to our stockholders.

 

We have never paid common stock dividends and have no plans to pay dividends in the future, as a result our common stock may be less valuable because a return on an investor’s investment will only occur if our stock price appreciates.

 

Holders of shares of our common stock are entitled to receive such dividends as may be declared by our Board of Directors. To date, we have paid no cash dividends on our shares of common stock and we do not expect to pay cash dividends on our common stock in the foreseeable future. We intend to retain future earnings, if any, to provide funds for operations of our business. Therefore, any return investors in our common stock will be in the form of appreciation in the market value of our shares of common stock, which may not occur.

 

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Our common stock is subject to the SEC’s penny stock rules.

 

Unless our common stock is listed on a national securities exchange, including the Nasdaq Capital Market, or we have stockholders’ equity of $5,000,000 or less and our common stock has a market price per share of less than $5.00, transactions in our common stock will be subject to the SEC’s “penny stock” rules. If our common stock remains subject to the “penny stock” rules promulgated under the Securities Exchange Act of 1934, broker-dealers may find it difficult to effectuate customer transactions and trading activity in our securities may be adversely affected.

 

In accordance with these rules, broker-dealers participating in transactions in low-priced securities must first deliver a risk disclosure document that describes the risks associated with such stocks, the broker-dealer’s duties in selling the stock, the customer’s rights and remedies and certain market and other information. Furthermore, the broker-dealer must make a suitability determination approving the customer for low-priced stock transactions based on the customer’s financial situation, investment experience and objectives. Broker-dealers must also disclose these restrictions in writing to the customer, obtain specific written consent from the customer, and provide monthly account statements to the customer. The effect of these restrictions will probably decrease the willingness of broker-dealers to make a market in our common stock, decrease liquidity of our common stock and increase transaction costs for sales and purchases of our common stock as compared to other securities. Our management is aware of the abuses that have occurred historically in the penny stock market.

 

This may make it more difficult for investors to dispose of our common stock and cause a decline in the market value of our stock.

 

Our articles of incorporation allow for our board to create new series of preferred stock without further approval by our stockholders, which could adversely affect the rights of the holders of our common stock.

 

Our board of directors has the authority to fix and determine the relative rights and preferences of preferred stock. Our board of directors has the authority to issue up to 5,000,000 shares of our preferred stock without further stockholder approval. As a result, our board of directors could authorize the issuance of a series of preferred stock that would grant to holders of preferred stock the right to our assets upon liquidation, or the right to receive dividend payments before dividends are distributed to the holders of common stock. In addition, our board of directors could authorize the issuance of a series of preferred stock that has greater voting power than our common stock or that is convertible into our common stock, which could decrease the relative voting power of our common stock or result in dilution to our existing stockholders.

 

Additional stock offerings in the future may dilute then-existing shareholders’ percentage ownership of the Company.

 

Given our plans and expectations that we will need additional capital, we anticipate that we will need to issue additional shares of common stock or securities convertible or exercisable for shares of common stock, including convertible preferred stock, convertible notes, stock options or warrants. We anticipate that our issuance of additional common stock or securities convertible into or exercisable into common stock in the future will dilute the percentage ownership of then current stockholders.

 

Item 1B. Unresolved Staff Comments.

 

None.

 

Item 1C. Cybersecurity.

 

Not applicable.

 

Item 2. Properties.

 

Our principal office address and independent laboratories are located at the BioVentures Center at 2500 Crosspark Rd., Coralville, IA 52241.

 

Item 3. Legal Proceedings.

 

We are not currently a party to, nor is any of our property currently the subject of, any material legal proceedings.

 

Item 4. Mine Safety Disclosures.

 

Not Applicable.

 

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PART II

 

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

 

Our common stock is quoted on the OTCQB under the symbol “HYSR.”

 

Common Stock

 

Our Articles of Incorporation, as amended, authorizes the issuance of 10,000,000,000 shares of common stock, $0.001 par value per share and 5,000,000 shares of preferred stock, par value $0.001 per share.

 

All outstanding shares of common stock are of the same class and have equal rights and attributes. The holders of our common stock are entitled to one vote per share on all matters submitted to a vote of our stockholders. All stockholders are entitled to share equally in dividends, if any, as may be declared from time to time by the Board of Directors out of funds legally available. In the event of liquidation, the holders of our common stock are entitled to share ratably in all assets remaining after payment of all liabilities. The stockholders do not have cumulative or preemptive rights.

 

As of September 13, 2024 our common stock was held by approximately 89 stockholders of record.

 

Dividend Policy

 

We have never declared or paid any cash dividends on our common stock. We do not anticipate paying any cash dividends to stockholders in the foreseeable future. In addition, any future determination to pay cash dividends will be at the discretion of the Board of Directors and will be dependent upon our financial condition, results of operations, capital requirements, and such other factors as the Board of Directors deem relevant. There are no restrictions in our articles of incorporation or bylaws that restrict us from declaring dividends.

 

Recent Sales of Unregistered Securities

 

None

  

Issuer Purchases of Equity Securities

 

None.

 

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Item 6. [Reserved.]

 

Item 7. Management’s Discussion and Analysis of Financial Conditions and Results of Operations.

 

Certain statements in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” below, and elsewhere in this annual report, are not related to historical results, and are forward-looking statements.

 

Forward-looking statements present our expectations or forecasts of future events. You can identify these statements by the fact that they do not relate strictly to historical or current facts. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. Forward-looking statements frequently are accompanied by such words such as “may,” “will,” “should,” “could,” “expects,” “plans,” “intends,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue,” or the negative of such terms or other words and terms of similar meaning. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, achievements, or timeliness of such results. Moreover, neither we nor any other person assumes responsibility for the accuracy and completeness of such forward-looking statements. We disclaim any obligation to publicly update these statements, or disclose any difference between actual results and those reflected in these statements, except as may be required under applicable law

 

Subsequent written and oral forward looking statements attributable to us or to persons acting in our behalf are expressly qualified in their entirety by the cautionary statements and risk factors set forth below and elsewhere in this annual report, and in other reports filed by us with the SEC.

 

You should read the following description of our financial condition and results of operations in conjunction with the financial statements and accompanying notes included in this Annual Report beginning on page F-1.

 

Overview

 

SunHydrogen is developing breakthrough technologies to make, store and use green hydrogen in a market that Goldman Sachs estimates to be worth $12 trillion by 2050. Our patented SunHydrogen Panel technology, currently in development, uses sunlight and any source of water to produce low-cost green hydrogen. Similar to solar panels that produce electricity, our SunHydrogen Panels will produce green hydrogen. Our vision is to become a major technology supplier in the new hydrogen economy. By developing, acquiring and partnering with other critical technologies, we intend to enable a future of emission-free vehicles, ships, data centers, aircrafts and more.

 

Results of Operations for the Year Ended June 30, 2024 compared to the Year Ended June 30, 2023

 

Operating Expenses

 

For the year ended June 30, 2024, operating expenses were $5,001,300 compared to $9,267,147, for the year ended June 30, 2023. Operating expenses consist primarily of research and development expenses and general and administrative expenses incurred in connection with the operation of our business. The decrease of $4,265,847 in operating expenses was primarily due to, a decrease in non-cash stock compensation, a decrease in salary expenses, and a decrease in research and development costs. 

 

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Other Income/(Expenses)

 

Other income and (expenses) for the year ended June 30, 2024, were $(4,879,903) compared to $10,242,126 for the year ended June 30, 2023. The net decrease of $15,122,029 in other income and (expenses) was the result of an increase in unrealized loss on related party equity investments of $7,349,102, an increase in dividend expense of $85,940, an increase in realized loss of $169,389, a decrease in gain on derivative liability of $9,204,345, offset by an increase in investment income of $864,115, an increase in capital gain on sale of vehicle of $55,166, an increase in realized gain on redemption of marketable securities of $35,080, a decrease in loss on settlement of derivative liability of $664,627, and a decrease in interest expense of $67,759. 

 

Net Income (Loss)

 

For the year ended June 30, 2024, our net loss was $9,881,203, compared to net income of $974,979 for the year ended June 30, 2023. The majority of the decrease in net income of $10,856,182, was related primarily to the decrease in gain on change of derivative liability, increase in unrealized loss on investments, offset by the decrease in non-cash stock compensation.

  

Liquidity and Capital Resources

 

Liquidity is the ability of a company to generate funds to support its current and future operations, satisfy its obligations, and otherwise operate on an ongoing basis. Significant factors in the management of liquidity are funds generated by operations, levels of accounts receivable and accounts payable and capital expenditures. 

 

As of June 30, 2024, we had a working capital surplus of $42,386,683, compared to a working capital surplus of $47,689,381 as of June 30, 2023. This decrease in working capital surplus of $5,302,698 was primarily due to a decrease in marketable securities redeemed, and the change in fair value of a short-term investment.

 

Cash flow used in operating activities was $1,842,726 for the year ended June 30 2024, compared to $4,262,085 for the year ended June 30, 2023. The decrease of $2,419,359 in cash used by operating activities was primarily due to an increase in non-cash expense offset by a decrease in net loss. The Company has had no revenues during the years ended June 30, 2024 and 2023.

 

Cash provided by investing activities for the year ended June 30, 2024 was $2,920,237, compared to $11,101,386 for the year ended June 30, 2023. The decrease of $8,181,149 in cash provided by investing activities was primarily due to a decrease in the net redemption of marketable securities offset by a decrease in the purchase of related party investments, the purchase of a related party convertible note, and an increase in the redemption of short-term investments in corporate securities.

 

Cash provided by financing activities during the year ended June 30, 2024 was $781,295, compared to $2,665,203 for the year ended June 30, 2023. The decrease in cash provided by financing activities was primarily due to a decrease in net proceeds from purchase agreements.

 

We have historically obtained funding from investors, through private placements and registered offerings of equity and debt securities. Management believes that the Company will be able to continue to raise funds through the sale of its securities to its existing shareholders and prospective new investors which will provide the additional cash needed to meet the Company’s obligations as they become due and will allow the Company to continue to develop its core business. There can be no assurance that we will be able to continue raising the required capital for our operations on terms and conditions that are acceptable to us, or at all. If we are unable to obtain sufficient funds, we may be forced to curtail and/or cease our operation.

 

Off-Balance Sheet Arrangements 

 

We do not have any off-balance sheet arrangements that are reasonably likely to have a current or future effect on our financial condition, revenues or expenses, result of operations, liquidity or capital expenditures. 

 

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Critical Accounting Policies

 

Our discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates, including those related to impairment of property, plant and equipment, intangible assets, deferred tax assets and fair value computation using the Binomial lattice valuation pricing model. We base our estimates on historical experience and on various other assumptions, such as the trading value of our common stock and estimated future undiscounted cash flows, that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions; however, we believe that our estimates, including those for the above-described items, are reasonable.

 

Use of Estimates

 

In accordance with accounting principles generally accepted in the United States, management utilizes estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements as well as the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. These estimates and assumptions relate to recording, useful lives and impairment of tangible and intangible assets, derivatives, accruals, income taxes, stock-based compensation expense, binomial model inputs and other factors. Management believes it has exercised reasonable judgment in deriving these estimates. Consequently, a change in conditions could affect these estimates.

 

Fair Value of Financial Instruments

 

Fair value of financial instruments, requires disclosure of the fair value information, whether or not recognized in the balance sheet, where it is practicable to estimate that value. As of June 30, 2024 and 2023, the amounts reported for cash, accrued interest and other expenses, notes payables, and derivative liability approximate the fair value because of their short maturities.

 

Recently Adopted Accounting Pronouncements

 

Management adopted recently issued accounting pronouncements during the year ended June 30, 2024, as disclosed in the Notes to the financial statements included in this report.

 

Item 7A. Quantitative and Qualitative Disclosure About Market Risk.

 

Not required for a smaller reporting company.

 

Item 8. Financial Statements.

 

All financial information required by this Item is attached hereto at the end of this report beginning on page F-1 and is hereby incorporated by reference.

 

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

 

None.

 

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Item 9A. Controls and Procedures.

 

Evaluation of Disclosure Controls and Procedures. 

 

Our management, with the participation of our CEO and our Acting CFO, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act) as of the end of the period covered by this report. Based on that evaluation, our CEO and our Acting CFO concluded that our disclosure controls and procedures as of the end of the period covered by this report, in light of the material weaknesses described below, were not effective to ensure that information required to be disclosed is made known to management and others, as appropriate, to allow timely decision regarding required disclosure and that the information required to be disclosed by us in reports that we file or submit under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms and (ii) accumulated and communicated to our management, including our CEO and Acting CFO, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

 

Our management, including our CEO and Acting CFO, does not expect that our disclosure controls and procedures or our internal controls will prevent all error or fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. To address the material weaknesses, we performed additional analysis and other post-closing procedures in an effort to ensure our financial statements included in this Annual Report have been prepared in accordance with generally accepted accounting principles. Accordingly, management believes that the financial statements included in this report fairly present in all material respects our financial condition, results of operations and cash flows for the periods presented.

 

Management’s Annual Report on Internal Control over Financial Reporting.

 

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Securities Exchange Act, as amended. Our internal control over financial reporting is a process designed to provide reasonable, but not absolute, assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. We have identified the following material weakness:

 

1.

As of June 30, 2024, due to the inherent issue of segregation of duties in a small company, we have relied heavily on entity or management review controls and engaged an outside financial consultant to lessen the issue of segregation of duties over accounting, financial close procedures and controls over financial statement disclosure. Accordingly, management has determined that this control deficiency constitutes a material weakness.

 

In making its assessment of internal control over financial reporting, management used the criteria issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework (2013). Management has concluded that, at June 30, 2024, the Company’s internal control over financial reporting were not effective based on those criteria.

 

The weaknesses and the related risks are not uncommon in a company of our size because of the limitations in the size and number of staff. To address these material weaknesses, we intend to undertake remediation measures to address the material weaknesses described in this Report, including implementing procedures pursuant to which we can ensure segregation of duties and hire additional resources to ensure appropriate review and oversight.

 

This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to rules of the SEC that permit the Company to provide only management’s report in this annual report.

 

Changes in Internal Controls 

 

There has been no change in our internal control over financial reporting that occurred during the quarter ended June 30, 2024 that has materially affected or is reasonably likely to materially affect our internal control over financial reporting.

 

Item 9B. Other Information.

 

During the quarter ended June 30, 2024, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

 

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. 

 

Not applicable.

 

19

 

 

PART III

 

Item 10. Directors, Executive Officers and Corporate Governance.

 

The following table sets forth information about our executive officers and directors:

 

Name		Age		Position
Timothy Young		59		President, CEO, Acting CFO and Chairman of the Board of Directors
Woosuk Kim		59		Chief Operating Officer and Director

 

Timothy Young – President, CEO, Acting CFO and Chairman of the Board of Directors

 

Tim Young is an accomplished executive with over fifteen years of management experience in media and Internet technology companies. Mr. Young was appointed President, CEO and Chairman of the Company in August 2009. Mr. Young was appointed Acting CFO in 2010.

 

Through his outreach to the public and to leaders in the renewable energy field, Mr. Young has bolstered the company’s visibility as a key player in the developing green hydrogen market and rallied a strong investor base. Mr. Young’s proven fundraising ability, along with his leadership and direction of SunHydrogen’s long-term and short-term goals and strategies, has enabled the company to engage international industrial partners, attract top industry scientists, and most importantly continue to hit milestones toward commercializing its nanoparticle-based green hydrogen technology.

 

Prior to founding SunHydrogen, Mr. Young demonstrated a track record of success in management and leadership positions bringing new products to the market in the digital, cable and broadcast media industries. Mr. Young was the President of Rovion, a digital advertising company, where he increased revenues through a channel sales strategy that included companies such as Clear Channel, Disney, CBS, and Fox Television and bolstered the company’s technical capabilities through strategic acquisitions.

 

Prior to Rovion, Mr. Young enjoyed a decade-long career at Time Warner Inc. where he served as Vice President and Regional Vice President of various divisions including America Online and Time Warner Cable. During his tenure, Mr. Young built some of the highest performing sales organizations at Time Warner with responsibilities ranging from product development and marketing to staff training and leadership development. He led the California and Hawaii sales teams which accounted for over $200 million in revenues with 250 sales and marketing personnel.

 

Mr. Young’s track record of success and over fifteen years of management and leadership experience bringing new products to the market qualifies him to be a board member of the Company.

 

20

 

 

Woosuk Kim – Chief Operating Officer and Director

 

Woosuk Kim has served as our chief operating officer and director since April 1, 2021. From May 2011 to December 2019, Mr. Kim was senior vice president, head of M&A group at SK Innovation in Seoul, South Korea, responsible for expanding core businesses and developing new business opportunities in the renewable energy sector through cross border acquisitions and joint venture transactions. From August 2009 to May 2011 Mr. Kim was vice president, corporate development at SK Telekom. From August 2006 to March 2008, Mr. Kim was chief financial officer at Axon Financial Services in New York. From July 1998 to August 2006, Mr. Kim was executive director at Morgan Stanley in New York, responsible for developing and operating multi-billion dollar asset-backed securities funding platforms, investor marketing, and the corporate treasury function for Discover Card. He received an MBA from Cornell University and a BA from the University of Chicago.

 

Mr. Kim’s financial industry knowledge and experience qualify him to serve on our board of directors.

 

Directors are elected at our annual meeting of shareholders and serve for one year until the next annual meeting of shareholders or until their successors are elected and qualified.

 

Family Relationships

 

There are no family relationships among our executive officers and directors.

 

Board Leadership Structure and Role in Risk Oversight

 

Although we have not adopted a formal policy on whether the Chairman and Chief Executive Officer positions should be separate or combined, we have traditionally determined that it is in the best interests of the Company and its shareholders to combine these roles. Currently, our Chief Executive Officer also serves as Chairman of the Board. Due to the small size and early stage of the Company, we believe it is currently most effective to have the Chairman and Chief Executive Officer positions combined.

 

Involvement in Certain Legal Proceedings

 

During the past ten years, none of our directors, executive officers, promoters, control persons, or nominees has been:

 

●

the subject of any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

 

●

convicted in a criminal proceeding or is subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

 

●

subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or any Federal or State authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities;

 

●

found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law.

 

●

the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of (a) any Federal or State securities or commodities law or regulation; (b) any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or (c) any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

 

●

the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

 

21

 

 

Committees of the Board

 

Due to the small size of the Company and its Board of Directors, we currently have no audit committee, compensation committee or nominations and governance committee of our board of directors. We do not have an audit committee financial expert.

 

Code of Ethics

 

We have adopted a Code of Ethics that applies to all of our directors, officers and employees. A copy of the Code of Ethics can be obtained without charge upon request to Timothy Young, CEO and President, BioVentures Center, 2500 Crosspark Road, Coralville, IA 52241 and is also being incorporated by reference herein. Any waiver of the provisions of the Code of Ethics for executive officers and directors may be made only by the Board of Directors. Any such waivers will be promptly disclosed to our shareholders.

 

Changes in Nominating Procedures

 

None.

 

Insider Trading Policies

 

We have not adopted an insider trading policy governing the purchase, sale, and other dispositions of our securities by directors, senior management, and employees. 

 

Item 11. Executive Compensation

 

The table below sets forth the compensation earned by our named executive officers during the last two fiscal years.

 

Name & Principal Position		Year				Salary ($)				Bonus ($)				Stock Awards ($)				Option Awards ($)				Non Equity Incentive Plan Compensation ($)				Non-Qualified Deferred Compensation Earnings ($)				All Other Compensation ($)				Total ($)
Timothy Young,			2024			$	367,616			$	354,000				-				-				-				-				-			$	721,616
CEO and Acting CFO			2023			$	354,000			$	354,000			$	2,700,000	(1)			-				-				-				-			$	3,408,000
Woosuk Kim,			2024			$	285,577			$	206,250				-				-				-				-				-			$	491,827
COO			2023			$	275,000			$	206,250				1,350,000	(1)			-				-				-				-			$	1,831,250

 

(1)	Mr. Young and Mr. Kim were awarded restricted stock on November 8, 2022.

 

Outstanding Equity Awards at Fiscal Year-End

 

The following table discloses information regarding outstanding equity awards granted or accrued as of June 30, 2024, for our named executive officers.

 

Outstanding Equity Awards
		Option Awards												Stock Awards
Name		Number of Securities Underlying Unexercised (#) Exercisable				Number of Securities Underlying Unexercised Options (#) Unexercisable				Option Exercise Price ($)				Option Expiration Date				Number of Shares or Units of Stock that have not Vested (#)				Market Value of Shares or Units of Stock that have not Vested ($)
Timothy Young			125,812,947				-				.0099				1/23/2026				-				-
Woosuk Kim			-				-				-				-				-				-

 

Director Compensation

 

The following table sets forth compensation information regarding the Company’s non-employee directors in fiscal 2024:

 

Name		Fees earned or paid in cash				Stock Award ($)				Option Awards ($)				Non-equity incentive plan compensation				Nonqualified deferred compensation earnings				Non-Equity Incentive Plan Compensation ($)				Non-Qualified Deferred Compensation Earnings ($)				All Other Compensation ($)				Total ($)
Mark R. Richardson		$	42,000			$	-				-				-				-				-				-				-			$	42,000

 

22

 

 

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

 

The following table sets forth certain information, as of September 23, 2024, concerning the number of shares of our common stock owned by: (i) each of our directors; (ii) each of our named executive officers; and (iii) each person or group known by us to beneficially own more than 5% of our outstanding shares of common stock.  

 

We believe that all persons named in the table have sole voting and investment power with respect to all shares of common stock beneficially owned by them.

 

A person is deemed to be the beneficial owner of securities that can be acquired by him within 60 days of September 23, 2024, upon the exercise or conversion of options, warrants or convertible securities. Each beneficial owner’s percentage ownership is determined by assuming that options, warrants or convertible securities that are held by him, but not those held by any other person, and which are exercisable within 60 days of September 26, 2024 or have been exercised and converted. 

 

		Shares Beneficially Held				Percentage of Common Stock(1)
Timothy A. Young(2)			196,462,947				3.7	%
Mark R. Richardson(3)			6,081,552				*
Woosuk Kim			24,950,000				*
All officers and directors as a group (3 persons)			227,494,499				4.3	%

 

*	Less than 1%
(1)	Based upon 5,156,352,593 shares issued and outstanding as of September 26, 2024.
(2)	Includes 125,812,947 shares underlying options.
(3)	Includes 3,081,552 shares underlying options. Mr. Richardson resigned effective September 30, 2024.

 

The address for each of the officers and directors is c/o SunHydrogen, Inc. BioVentures Center, 2500 Crosspark Road, Coralville, IA 52241

 

Securities authorized for issuance under equity compensation plans

 

On January 23, 2019, our Board adopted the Company’s 2019 Equity Incentive Plan (the “2019 Plan”). The purpose of the 2019 Plan is to promote the success of the Company and to increase stockholder value by providing an additional means through the grant of awards to attract, motivate, retain and reward selected employees and other eligible persons. The maximum number of shares of the Company’s common stock that can be issued under the 2019 Plan is 300,000,000. The 2019 Plan has been approved by stockholders.

 

On January 27, 2022, our Board adopted the Company’s 2022 Equity Incentive Plan (the “2022 Plan”). The stated purpose of the 2022 Plan is to attract and retain the types of employees, consultants, and directors who will contribute to the Company’s long-range success. The maximum number of shares of the Company’s common stock that can be issued under the 2022 Plan is initially 400,000,000. The number of shares automatically increases on the first day of the Company’s fiscal year beginning in 2023 so that the total number of shares issuable will at all times equal fifteen percent (15%) of the Company’s fully diluted capitalization on the first day of the Company’s fiscal year, unless the Board adopts a resolution providing that the number of shares issuable under the 2022 Plan shall not be so increased.

 

The following table sets forth information about our equity compensation plans as of June 30, 2024.

 

Plan Category		Number of securities to be issued upon exercise of outstanding options, warrants  and rights				Weighted- average exercise  prices of outstanding options, warrants and rights				Number of securities remaining available for future issuance under the equity compensation plans (excluding securities reflected in column (a))
		(a)				(b)
2019 Equity compensation plan approved by security holders			285,270,561			$	0.0099 – 0.016				14,729,439
2022 Equity compensation plan approved by security holders			173,600,000			$	0.012				549,594,742
Total			458,870,561								564,324,181

 

23

 

 

Item 13. Certain Relationships and Related Transactions, and Director Independence.

 

Certain Relationships and Related Transactions 

 

As of June 30, 2024, the Company owed $45,829 to Timothy Young for a loan payable for the payment of operating expenses in prior periods.

 

Director Independence 

 

The Board has determined that Mr. Richardson was an independent director within the meaning of NASDAQ Rule 5605(a)(2). He resigned effective September 30, 2024.

 

Item 14. Principal Accountant Fees and Services.

 

Audit Fees

 

The aggregate fees billable to us by our principal accounting firm during the years ended June 30, 2024 and 2023 for the audit of our annual financial statements and review of financial statements included in our Form 10-Qs or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years, were approximately $66,725 and $32,000, respectively.

 

Audit-Related Fees

 

We incurred fees of $0 and $0 for the years ended June 30, 2024 and 2023, respectively, to our principal accountant for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements and are not reported under “Audit Fees” above.

 

Tax Fees

 

We did not incur fees for services rendered to us for tax compliance, tax advice, or tax planning by our principal accountant for the fiscal years ended June 30, 2024 and 2023. 

 

All Other Fees

 

Our current policy is to not engage M&K CPAS, PLLC to provide, among other things, bookkeeping services, appraisal or valuation services, or international audit services. The policy provides that we engage M&K CPAS, PLLC to provide audit, and other assurance services, such as review of SEC reports or filings.

 

24

 

 

PART IV

 

 

Item 15. Exhibits and Financial Statement Schedules.

 

(1) Financial statements.

 

The SunHydrogen, Inc. financial statements are included in Item 8. Financial Statements and Supplementary Data.

 

(2) Financial statement schedules: None.

 

(3) Exhibits

 

Exhibit		Description
3.1		Articles of Incorporation of filed with the Nevada Secretary of State on February 18, 2009 (incorporated by reference to S-1 filed on February 5, 2010).
3.2		Articles of Amendment of Articles of Incorporation filed with the Nevada Secretary of State on September 11, 2009 (incorporated by reference to S-1 filed February 5, 2010).
3.3		Articles of Amendment of Articles of Incorporation of filed with the Nevada Secretary of State on November 21, 2013 (incorporated by reference 8-K filed on November 21, 2013).
3.4		Articles of Amendment of Articles of Incorporation filed with the Nevada Secretary of State on September 13, 2018. (incorporated by reference to 10-K filed on September 25, 2018).
3.5		Certificate of Designation of Series A Preferred Stock (incorporated by reference to the Company’s Form 8-K filed February 2, 2022)
3.6		Certificate of Designation of Series B Preferred Stock (incorporated by reference to the Company’s Form 8-K filed November 26, 2019)
3.7		Certificate of Designation of Series C Preferred Stock (incorporated by reference to the Company’s Form 8-K filed December 17, 2021)
3.8		Certificate of Amendment to Articles of Incorporation (incorporated by reference to 8-K filed January 3, 2020)
3.9		Articles of Merger (incorporated by reference to 8-K filed June 15, 2020)
3.10		Certificate of Amendment to Articles of Incorporation (incorporated by reference to 10-Q filed May 16, 2022)
3.11		Amended and Restated Bylaws (incorporated by reference to 8-K filed February 2, 2022)
4.1		Description of Registrant’s Securities (incorporated by reference to 10-K filed October 8, 2021)
10.1		2019 Equity Incentive Plan (incorporated by reference to Form S-8 on December 19, 2018)

 

25

 

 

10.2		Form of Placement Agent Warrant (incorporated by reference to 8-K filed December 3, 2020)
10.3		Form of Warrant (incorporated by reference to 8-K filed February 26, 2021)
10.4		Form of Placement Agent Warrant (incorporated by reference to 8-K filed February 26, 2021)
10.5		Employment Agreement between the Company and Timothy Young (incorporated by reference to 8-K filed March 1, 2021) ***
10.6		Employment Agreement between the Company and Woosuk Kim (incorporated by reference to 8-K filed April 7, 2021) ***
10.7		Contract, dated October 1, 2022, between the Company and The University of Iowa, Iowa City (incorporated by reference to Form 10-K filed October 7, 2022)
10.8		Research Agreement Amendment No. 1 between the Company and Regents of the University of Michigan (incorporated by reference to Form 10-K filed October 7, 2022)
10.9		Research Agreement Amendment No. 1 between the Company and Regents of the University of Michigan (incorporated by reference to Form 10-K filed October 7, 2022)
10.10		SunHydrogen, Inc. 2022 Stock Incentive Plan (incorporated by reference to Form 10-K filed October 7, 2022)
10.11		Purchase Agreement (incorporated by reference to 8-K filed June 3, 2024)
10.12****		Joint Development Agreement dated July 22, 2024 (incorporated by reference to 8-K filed July 24, 2024)
10.13****		Collaboration Agreement (incorporated by reference to 8-K filed July 23, 2024)
14.1		Code of Ethics (incorporated by reference to 10-K filed on September 28, 2012).
23.1*		Consent of M&K CPAS, LLC
31.1*		Certification by Chief Executive Officer and Acting Chief Financial Officer pursuant to Sarbanes-Oxley Section 302
32.1**		Certification by Chief Executive Officer and Acting Chief Financial Officer pursuant to 18 U.S.C. Section 1350
101		Inline XBRL Document Set for the consolidated financial statements and accompanying notes in Part II, Item 8, “Financial Statements and Supplementary Data” of this Annual Report on Form 10-K.
104		Inline XBRL for the cover page of this Annual Report on Form 10-K, included in the Exhibit 101 Inline XBRL Document Set.

 

*	Filed herewith.

 

**	Furnished herewith.

 

***	Indicates management contract or compensatory plan or arrangement.

 

****	Portions of this agreement have been omitted.

 

Item 16. Form 10-K Summary.

 

None.

 

26

 

 

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

	SUNHYDROGEN, INC.
Date: September 30, 2024	By:	/s/ Timothy Young
		Timothy Young Chief Executive Officer, Acting Chief Financial Officer, and Chairman (principal executive, financial and accounting officer)

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

Signature		Title		Date
/s/ Timothy Young		Chief Executive Officer, President		September 30, 2024
Timothy Young		(Principal Executive Officer) Acting Chief Financial Officer (Principal Financial and Accounting Officer), and Chairman
/s/ Woosuk Kim		Director		September 30, 2024
Woosuk Kim

 

27

 

 

SUN HYDROGEN, INC.

 

TABLE OF CONTENTS

 

Index to Financial Statements		Page
Report of Independent Registered Public Accounting Firm (PCAOB ID 2738)		F-2
Balance Sheets as of June 30, 2024 and 2023		F-3
Statements of Operations for the Years Ended June 30, 2024 and 2023		F-4
Statement of Stockholders’ Equity (Deficit) for the Years Ended June 30, 2024 and 2023		F-5
Statements of Cash Flows for the Years Ended June 30, 2024 and 2023		F-6
Notes to Financial Statements		F-7

 

F-1

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Directors and
Stockholders of Sun Hydrogen, Inc.

 

Opinion on the Financial Statements

 

We have audited the accompanying balance sheets of Sun Hydrogen, Inc. (the Company) as of June 30, 2024 and 2023, and the related statements of operations, shareholders’ equity (deficit), and cash flows for each of the years in the two-year period ended June 30, 2024, and the related notes (collectively referred to as the “ financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2024 and 2023, and the results of its operations and its cash flows for each of the years in the two-year period ended June 30, 2024 in conformity with accounting principles generally accepted in the United States of America.

 

Basis for Opinion

 

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

Critical Audit Matter

 

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.

 

Investments

 

As discussed in Note 8 to the financial statements, the Company has investments in a related party, consisting of both equity securities and bonds. The investment is subject to fair value measurement, with the equity securities marked to market in accordance with the applicable financial reporting standards. Additionally, during the fiscal year, the Company converted the bonds held in the related party into equity securities of the same entity.

 

●

The equity securities of the related party are marked to market and the determination of fair value involves judgment and reliance on valuation techniques.

 

●

The conversion of bonds to equity in the related party involved complex accounting considerations. There was also complexity in assessing the appropriate accounting for the conversion and subsequent measurement of the equity securities received.

 

●

The investment in the related party requires additional disclosure and evaluation of the relationship between the Company and the related party entity. We focused on the adequacy of the related party disclosures, including the identification of the related party, the nature of the relationship, and any transactions that occurred between the entities.

 

Addressing these matters required the application of heightened professional skepticism in evaluating management’s assumptions regarding the valuation of both the equity securities and the conversion of the bonds.

 

/s/ M&K CPAS, PLLC

We have served as the Company’s auditor since 2020

 

The Woodlands, TX

September 30, 2024

 

F-2

 

 

SUNHYDROGEN, INC.

BALANCE SHEETS

 

		June 30, 2024				June 30, 2023
ASSETS
CURRENT ASSETS
Cash and cash equivalents		$	39,044,795			$	37,185,989
Marketable securities			-				3,188,040
Equity securities, related party			4,101,402				7,655,601
TOTAL CURRENT ASSETS			43,146,197				48,029,630
OTHER ASSETS
INVESTMENT
Convertible notes receivable, related party			-				3,000,000
TOTAL INVESTMENTS			-				3,000,000
PROPERTY & EQUIPMENT
Machinery and equipment			36,830				33,814
Computers and peripherals			11,529				11,529
Vehicle			135,260				155,000
			183,619				200,343
Less: accumulated depreciation			(20,549	)			(83,468	)
NET PROPERTY AND EQUIPMENT			163,070				116,875
INTANGIBLE ASSETS
Domain, net of amortization of $5,315 and $5,286, respectively			-				29
Trademark, net of amortization of $827 and $714, respectively			315				428
Patents, net of amortization of $42,909 and $36,344, respectively			58,234				64,799
TOTAL INTANGIBLE ASSETS			58,549				65,256
TOTAL OTHER ASSETS			221,619				3,182,131
TOTAL ASSETS		$	43,367,816			$	51,211,761
LIABILITIES, PREFERRED STOCK SUBJECT TO REDEMPTION AND SHAREHOLDERS’ DEFICIT
CURRENT LIABILITIES
Accounts payable and other payables		$	573,127			$	232,893
Accrued expenses			140,558				628
Loan payable, related party			45,829				106,728
TOTAL CURRENT LIABILITIES			759,514				340,249
LONG TERM LIABILITIES
Loan payable, related party			-				36,731
TOTAL LONG TERM LIABILITIES			-				36,731
TOTAL LIABILITIES			759,514				376,980
COMMIMENTS AND CONTINGENCIES (SEE NOTE 9)
Series C 10% Preferred Stock, 8,851 and 10,951 shares issued and outstanding, redeemable value of $885,100 and $1,095,100, respectively			885,100				1,095,100
SHAREHOLDERS’ EQUITY
Preferred Stock, $0.001 par value; 5,000,000 authorized preferred shares			-				-
Common Stock, $0.001 par value; 10,000,000,000 authorized common shares 5,087,245,974 and 4,821,298,283 shares issued and outstanding, respectively			5,087,246				4,821,298
Additional Paid in Capital			128,488,199				126,889,423
Accumulated deficit			(91,852,243	)			(81,971,040	)
TOTAL SHAREHOLDERS’ EQUITY			41,723,202				49,739,681
TOTAL LIABILITIES, PREFERRED STOCK SUBJECT TO REDEEMPTION AND SHAREHOLDERS’ EQUITY		$	43,367,816			$	51,211,761

 

The accompanying notes are an integral part of these financial statements

F-3

 

 

SUNHYDROGEN, INC.
STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED JUNE 30, 2024 AND 2023

 

		YEARS ENDED
		June 30, 2024				June 30, 2023
REVENUE		$	-			$	-
OPERATING EXPENSES
Selling and Marketing			53,831				131,745
General and administrative expenses			2,336,952				5,651,728
Research and development cost			2,568,562				3,440,106
Depreciation and amortization			41,955				43,568
TOTAL OPERATING EXPENSES			5,001,300				9,267,147
LOSS FROM OPERATIONS BEFORE OTHER INCOME (EXPENSES)			(5,001,300	)			(9,267,147	)
OTHER INCOME/(EXPENSES)
Investment income			2,013,974				1,149,859
Gain on sale of vehicle			55,166				-
Dividend expense			(112,940	)			(27,000	)
Unrealized Gain(loss) on equity securities, related party			(6,693,501	)			655,601
Realized gain (loss)			(173,124	)			(3,735	)
Realized gain(loss) on redemption of marketable securities			35,080				-
Gain (Loss) on settlement of derivative liability			-				(664,627	)
Gain (Loss) on change in derivative liability			-				9,204,345
Interest expense			(4,558	)			(72,317	)
TOTAL OTHER INCOME (EXPENSES)			(4,879,903	)			10,242,126
NET INCOME (LOSS)		$	(9,881,203	)		$	974,979
BASIC EARNINGS (LOSS) PER SHARE		$	(0.00	)		$	0.00
DILUTED EARINGINS (LOSS) PER SHARE		$	(0.00	)		$	0.00
WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING
BASIC			5,028,399,413				4,492,448,483
DILUTED			5,028,399,413				4,787,349,172

 

The accompanying notes are an integral part of these audited financial statements

 

F-4

 

 

SUNHYDROGEN, INC.
STATEMENTS OF SHAREHOLDERS’ EQUITY/(DEFICIT)
FOR THE YEARS ENDED JUNE 30, 2024 AND 2023

 

		YEAR ENDED JUNE 30, 2024
																						Additional
		Preferred stock												Common stock								Paid-in				Accumulated
		Shares				Amount				Mezzanine				Shares				Amount				Capital				Deficit				Total
Balance at June 30, 2023			-			$	-			$	1,095,100				4,821,298,283			$	4,821,298			$	126,889,423			$	(81,971,040	)		$	49,739,681
Issuance of common stock upon partial conversion of purchase agreement for cash			-				-				-				86,395,059				86,395				792,530				-				878,925
Issuance of common stock upon conversion of Series C Preferred stock			-				-				(210,000	)			221,052,632				221,053				(11,053	)			-				210,000
Cancellation of restricted stock awards			-				-				-				(41,500,000	)			(41,500	)			(576,500	)			-				(618,000	)
Contributed capital-gain on conversion of bond			-				-				-				-				-				85,815				-				85,815
Stock compensation expense			-				-				-				-				-				1,307,984				-				1,307,984
Net Loss			-				-				-				-				-				-				(9,881,203	)			(9,881,203	)
Balance at June 30, 2024			-			$	-			$	885,100				5,087,245,974			$	5,087,246			$	128,488,199			$	(91,852,243	)		$	41,723,202

 

		YEAR ENDED JUNE 30, 2023
																						Additional
		Preferred stock												Common stock								Paid-in				Accumulated
		Shares				Amount				Mezzanine				Shares				Amount				Capital				Deficit				Total
Balance at June 30, 2022			-				-			$	270,000				4,271,749,146			$	4,271,749			$	103,311,733			$	(82,946,019	)		$	24,637,463
Issuance of common stock upon partial conversion of purchase agreement for cash			-				-				-				141,316,755				141,316				2,592,178				-				2,733,494
Issuance of common stock for conversion of debt and accrued interest			-				-				-				274,198,530				274,199				(13,710	)			-				260,489
Issuance of common stock for the conversion of stock options			-				-				-				1,933,852				1,934				30,941				-				32,875
Issuance of common stock for conversion of restricted stock awards			-				-				-				44,500,000				44,500				1,068,000				-				1,112,500
Issuance of stock for conversion of restricted stock awards			-				-				-				87,600,000				87,600				(87,600	)			-				-
Issuance of Series C preferred stock in exchange for convertible notes at fair value			-				-				825,100				-				-				17,475,309				-				17,475,309
Stock compensation for conversion of restricted stock awards			-				-				-				-				-				2,365,200				-				2,365,200
Stock compensation expense			-				-				-				-				-				147,372				-				147,372
Net Loss			-				-				-				-				-				-				974,979				974,979
Balance at June 30, 2023			-			$	-			$	1,095,100			$	4,821,298,283			$	4,821,298			$	126,889,423			$	(81,971,040	)		$	49,739,681

 

The accompanying notes are an integral part of these audited financial statements

F-5

 

 

SUNHYDROGEN, INC.
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED JUNE 30, 2024 AND 2023

 

		Years Ended
		June 30, 2024				June 30, 2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (Loss)			(9,881,203	)			974,979
Adjustment to reconcile net income (loss) to net cash
(used in) provided by operating activities
Depreciation & amortization expense			41,955				43,568
Conversion of stock options for services			-				32,875
Stock based compensation expense for services			1,307,984				22,372
Cancellation of restricted stock awards			(618,000	)			-
Realized loss on sale of investment			188,040				-
Gain on exchange of vehicle			(55,166	)			-
Net stock compensation expense for conversion of restricted stock awards			-				3,602,700
Loss on settlement of debt and derivative			-				664,669
Net (Gain) Loss on change in derivative liability			-				(9,204,387	)
Unrealized (gain)/loss on change in fair value of investment, related party			6,693,501				(655,601	)
Change in assets and liabilities :
Prepaid expense			-				2,526
Other receivable			-				14,868
Accounts payable			340,233				175,504
Accrued expenses			139,930				(2,442	)
Accrued interest on convertible notes			-				66,284
NET CASH USED IN OPERATING ACTIVITIES			(1,842,726	)			(4,262,085	)
CASH FLOWS FROM INVESTING ACTIVITIES
Marketable securities purchased			-				(81,971,636	)
Marketable securities redeemed			-				103,106,836
Purchase of certificate of deposit			(5,000,000	)			-
Redemption of certificate of deposit			5,000,000				-
Convertible note receivable interest income, related party			(53,487	)			-
Purchase of investment, related party			-				(7,000,000	)
Purchase of long term convertible note, related party			-				(3,000,000	)
Redemption of short term investments in corporate securities			3,000,000				-
Purchase of research and development equipment			(3,016	)			-
Purchase of vehicle			(23,260	)			-
Purchase of tangible assets			-				(33,814	)
NET PROVIDED BY INVESTING ACTIVITIES:			2,920,237				11,101,386
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of related party note payable			(97,630	)			(68,291	)
Net proceeds from purchase agreements			878,925				2,733,494
NET CASH PROVIDED BY FINANCING ACTIVITIES			781,295				2,665,203
NET INCREASE IN CASH			1,858,806				9,504,504
CASH, BEGINNING OF PERIOD			37,185,989				27,681,485
CASH, END OF PERIOD			39,044,795				37,185,989
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Interest paid		$	4,558			$	6,033
Taxes paid						$	-
SUPPLEMENTAL DISCLOSURES OF NON CASH TRANSACTIONS
Fair value of common stock upon conversion of convertible notes, and accrued interest		$	-			$	260,489
Fair value of preferred stock in exchange for convertible note		$	-			$	17,475,309
Reclassification of related party accrued salary to loan payable		$	-			$	211,750
Conversion of Series C Preferred shares to common stock		$	210,000			$	-
Reclassification of related party accrued salary to loan payable		$	-			$	16,810,682
Exchange of convertible note receivable, related party		$	3,000,000			$	-
Contributed capital-gain on exchange of convertible note receivable, related party		$	85,815			$	-

 

The accompanying notes are an integral part of these audited financial statements

F-6

 

 

SUNHYDROGEN, INC.

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2024 AND 2023

 

1.	ORGANIZATION AND LINE OF BUSINESS

 

Organization

 

SunHydrogen, Inc. (the “Company”) was incorporated in the state of Nevada on February 18, 2009. The Company, based in Coralville, IA began operations on February 19, 2009.

 

Line of Business

 

The company is currently developing a novel solar-powered nanoparticle system that mimics photosynthesis to separate hydrogen from water. We intend for technology of this system to be used for the production of renewable hydrogen to produce renewable electricity and hydrogen for fuel cells and other applications where hydrogen is used.

 

SunHydrogen is developing an efficient and cost-effective way to produce truly green hydrogen using sunlight and any source of water. Just like a solar panel is comprised of multiple cells that generate electricity, our hydrogen panel encases multiple hydrogen generators immersed in water. Each hydrogen generator contains billions of electroplated nanoparticles, autonomously splitting water into hydrogen and oxygen. Our technology has the potential to be one of – if not the most – economical green hydrogen solutions: Unlike traditional water electrolysis for hydrogen, our process requires no external power other than sunlight and uses efficient and low-cost materials.

 

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

This summary of significant accounting policies of SunHydrogen, Inc. is presented to assist in understanding the Company’s financial statements. The financial statements and notes are representations of the Company’s management, which is responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the financial statements.

 

Cash and Cash Equivalent

 

The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents.

 

The following table provides detail of our cash and cash equivalents.

 

		June 30, 2024				June 30, 2023
Cash		$	29,365,997			$	13,928,552
U.S. Treasury bills			9,678,798				22,157,437
U.S. Treasury obligations			-				1,100,000
Total cash and cash equivalents		$	39,044,795			$	37,185,989

 

The U.S. Treasury bills and the U.S. Treasury obligations have a credit quality indicator of AA/A.

 

Concentration risk

 

Cash includes amounts deposited in financial institutions in excess of insurable Federal Deposit Insurance Company (FDIC) limits. At times throughout the year, the Company may maintain cash balances in certain bank accounts in excess of the FDIC limits. As of June 30, 2024, the cash balance in excess of the FDIC limits was $37,125,346. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk in these accounts.

 

F-7

 

 

Marketable Securities

 

Corporate bonds and U.S. Treasuries are considered current, based on their liquidity. The Company considers corporate bonds (“bonds”) as investments due to their ratings. The bonds are rated based on their default probability, health of the corporation’s debt structure, as well as the overall health of the economy. The bonds fall into the category as investments if they have a rating of AAA and BBB. We consider our investments held to maturity and we believe there are no other than temporary declines in fair value. Our investments are recorded at historical cost.

 

Use of Estimates

 

In accordance with accounting principles generally accepted in the United States, management utilizes estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements as well as the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. These estimates and assumptions relate to useful lives and impairment of tangible and intangible assets, accruals, income taxes, stock-based compensation expense, fair value of financial instruments, and other factors. Management believes it has exercised reasonable judgment in deriving these estimates. Consequently, a change in conditions could affect these estimates.  

 

Property and Equipment

 

Property and equipment are stated at cost and are depreciated using straight line over its estimated useful lives.

 

Computers and peripheral equipment		5 Years
Vehicle		5 Years

 

During the year ended June 30, 2024, the Company traded a vehicle used for a mobile office and transportation of equipment. The Company recognized a gain of $55,166.

 

The Company recognized depreciation expense of $35,247 and $36,535 for the year ended June 30, 2024 and 2023, respectively. 

 

Intangible Assets

 

The Company has patent applications to protect the inventions and processes behind its proprietary bio-based back-sheet, a protective covering for the back of photovoltaic solar modules traditionally made from petroleum-based film. Intangible assets that have finite useful lives continue to be amortized over their useful lives.

 

		Useful Lives		6/30/2024				6/30/2023
Domain-gross		15 years		$	5,315			$	5,315
Less accumulated amortization					(5,315	)			(5,286	)
Domain-net				$	-			$	29
Trademark-gross		10 years		$	1,142			$	1,142
Less accumulated amortization					(827	)			(714	)
Domain-net				$	315			$	428
Patents-gross		15 years		$	101,143			$	101,143
Less accumulated amortization					(42,909	)			(36,344	)
Patents-net				$	58,234			$	64,799

 

The Company recognized amortization expense of $6,708 and $7,033 for the year ended June 30, 2024 and June 30, 2023, respectively.

 

F-8

 

 

Net Earnings (Loss) per Share Calculations

 

Net earnings (Loss) per share dictates the calculation of basic earnings (loss) per share and diluted earnings per share. Basic earnings (loss) per share are computed by dividing by the weighted average number of common shares outstanding during the year ended June 30, 2024 and 2023. Diluted net earnings (loss) per share is computed similar to basic earnings (loss) per share except that the denominator is increased to include the effect of stock options and stock-based awards (Note 6). 

 

Year Ended June 30, 2024

 

The Company calculated the dilutive impact of 266,894,499 outstanding stock options and awards, 78,095,239 common stock purchase warrants, and 8,851 Series C Preferred shares, which are convertible into shares of common stock. Stock options and awards, common stock purchase warrants, and Series C Preferred shares were not included in the calculation of net earnings per share because their impact on income per share is antidilutive. 

 

Year Ended June 30, 2023

 

The Company calculated the dilutive impact of 163,894,499 outstanding stock options, 86,495,239 common stock purchase warrants, 54,500,000 restricted stock units, and 10,951 Series C Preferred shares, which are convertible into shares of common stock. Stock options and awards, common stock purchase warrants, and Series C Preferred shares were included in the calculation of net earnings per share because their impact on income per share is dilutive, and 10,000,000 of the stock options were not included, because their impact on income per share is antidilutive.

 

		Year Ended
		June 30,
		2024				2023
Income (Loss) to common shareholders (Numerator)		$	(9,881,203	)		$	974,979
Basic weighted average number of common shares outstanding (Denominator)			5,028,399,413				4,492,448,483
Diluted weighted average number of common shares outstanding (Denominator)			5,028,399,413				4,787,349,172

  

2022 Equity Incentive Plans

 

On January 27, 2022, the Company adopted the 2022 Equity Incentive Plan, to enable the Company to attract and retain the types of employees, consultants, and directors who will contribute to the Company’s long-range success. The maximum number of shares of common stock that may be issued under the 2022 Plan is initially 400,000,000. The number of shares will automatically be increased on the first day of the Company’s fiscal year beginning in 2023 so that the total number of shares issuable will at all times equal fifteen percent (15%) of the Company’s fully diluted capitalization on the first day of the Company’s fiscal year, unless the Board adopts a resolution providing that the number of shares issuable under the 2022 Plan shall not be so increased.

 

As of June 30, 2024, under the 2022 Equity Incentive Plan, there were 173,600,000 stock options and shares issued, with a reserve of 549,594,742.

 

F-9

 

 

2019 Equity Incentive Plan

 

On December 17, 2018, the Board of Directors approved and adopted the 2019 Equity Incentive Plan (“the Plan”), with 300,000,000 shares reserved for issuance pursuant to the Plan. The purpose of the Plan is to promote the success of the Company and to increase stockholder value by providing an additional means through the grant of awards to attract, motivate, retain and reward selected employees and other eligible persons. The awards are performance-based compensation that are granted under the Plan as incentive stock options (ISO) or nonqualified stock options. The per share exercise price for each option shall not be less than 100% of the fair market value of a share of common stock on the date of grant of the option. The Company periodically issues stock options and warrants to employees and non-employees in non-capital raising transactions for services and for financing cost. The Company accounts for stock option grants issued and vesting to employees and non-employees in accordance with the authoritative guidance of the Financial Accounting Standards Board whereas the value of the stock compensation is based upon the measurement date as determined at either a) the date at which a performance commitment is reached, or b) at the date at which the necessary performance to earn the equity instruments is complete. Non-employee stock-based compensation charges generally are amortized over the vesting period on a straight-line basis. In certain circumstances where there are no future performance requirements by the non-employee, option grants are immediately vested, and the total stock-based compensation charge is recorded in the period of the measurement date.

 

As of June 30, 2024, under the 2019 Equity Incentive Plan, there were 285,270,561 stock options and shares issued, with a reserve of 14,729,439.

 

Stock Based Compensation

 

The Company accounts for stock option grants issued and vesting to employees and non-employees in accordance with the authoritative guidance of the Financial Accounting Standards Board whereas the value of the stock compensation is based upon the measurement date as determined at either a) the date at which a performance commitment is reached, or b) at the date at which the necessary performance to earn the equity instruments is complete. Non-employee stock-based compensation charges generally are amortized over the vesting period on a straight-line basis. In certain circumstances where there are no future performance requirements by the non-employee, option grants are immediately vested, and the total stock-based compensation charge is recorded in the period of the measurement date.

 

Warrant Accounting 

 

The Company accounts for warrants to purchase shares of common stock using the estimated fair value on the date of issuance as calculated using the Black-Scholes valuation model.

 

Fair Value of Financial Instruments

 

Fair value of financial instruments requires disclosure of the fair value information, whether or not recognized on the balance sheet, where it is practicable to estimate that value. As of June 30, 2024, the amounts reported for cash, accrued interest and other expenses, notes payables, convertible notes, and derivative liability approximate the fair value because of their short maturities.

 

We adopted ASC Topic 820 for financial instruments measured as fair value on a recurring basis. ASC Topic 820 defines fair value, established a framework for measuring fair value in accordance with accounting principles generally accepted in the United States and expands disclosures about fair value measurements.

 

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC Topic 820 established a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements).

 

These tiers include:

 

●

Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets.

 

●

Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active.

 

F-10

 

 

●

Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

 

We measure certain financial instruments at fair value on a recurring basis. Assets and liabilities measured at fair value on a recurring basis are as follows (See Note 7):

 

June 30, 2024

 

		Total				(Level 1)				(Level 2)				(Level 3)
Assets:
Equity securities, related party		$	4,101,402			$	-			$	4,101,402			$	-
		$	4,101,402			$	-			$	4,101,402			$	-

 

June 30, 2023

 

		Total				(Level 1)				(Level 2)				(Level 3)
Assets:
Equity securities, related party		$	7,655,601			$	-			$	7,655,601			$	-
Marketable securities			3,188,040				-				3,188,040				-
		$	10,843,641			$	-			$	10,843,641			$	-

 

The following is a reconciliation of the derivative liability for which Level 3 inputs were used in determining the approximate fair value: 

 

Balance as of June 30, 2022		$	26,015,069
Fair value of derivative liability removed			(16,810,682	)
Gain on change in derivative liability			(9,204,387	)
Balance as of June 30, 2023		$	-

 

As of June 30, 2024 and 2023, all convertible notes were converted into Series C Preferred Stock, and there were no derivative liabilities to report.  

 

Research and Development

 

Research and development costs are expensed as incurred.  Total research and development costs were $2,568,562 and $3,440,106 for the year ended June 30, 2024 and 2023, respectively.

 

Advertising and Marketing

 

Advertising and marketing cost are expensed as incurred. Total advertising and marketing costs were $53,831 and $131,745 for the year ended June 30, 2024 and 2023, respectively.

 

Accounting for Derivatives

 

The Company evaluates all of its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. For stock-based derivative financial instruments, the Company uses a probability weighted average series Binomial lattice formula pricing models to value the derivative instruments at inception and on subsequent valuation dates.

 

The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date.

 

F-11

 

 

Recently Issued Accounting Pronouncements

 

Management believes that no recently issued accounting standards, which are not yet effective, would have a material impact on the accompanying audited financial statements as of June 30, 2024, if adopted at this time.

 

Reclassification of Expenses

 

Certain amounts in the 2023 financial statements have been reclassified to conform to the presentation used in the 2024 financial statements. There was no material effect on the Company’s previously issued financial statements.

 

3.	PREFERRED STOCK

 

Series C Preferred Stock

 

On December 15, 2021, the Company filed a certificate of designation of Series C Preferred Stock with the Secretary of State of Nevada, designating 17,000 shares of preferred stock as Series C Preferred Stock. Each share of Series C Preferred Stock has a stated value of $100 and is convertible into shares of common stock of the Company at a conversion price equal to $0.00095. The Series C Preferred Stockholders are entitled to receive out of any funds and assets of the Company legally available prior and in preference to any declaration or payment of any dividend on the common stock of the Company, cumulative dividends, at an annual rate of 10% of the stated value, payable in cash or shares of common stock. In the event the Company declares or pays a dividend on its shares of common stock (other than dividend payable in shares of common stock), the holders of Series C Preferred Stock will also be entitled to receive payment of such dividend on an as--converted basis. The Series C Preferred Stock confers no voting rights on holders, except with respect to matters that materially and adversely affect the voting powers, rights or preferences of the Series C Preferred Stock or as otherwise required by applicable law.

  

Series C Preferred Stock (Continued)

 

The Company entered into securities purchase agreements with accredited investors for an exchange of convertible debt into equity. Under the purchase agreements, the Company and the investors exchanged convertible notes in the amount of $837,800, plus interest in the amount of $255,423, for an aggregate total of $1,095,100 in convertible notes, for 10,951 shares of the Company’s Series C Preferred Stock.

 

A valuation was prepared based on a stock price of $0.020 as of April 15, 2023 and $0.0185 as of June 19, 2023, with a volatility of 96.6%, as of April 15, 2023 and 82.9% as of June 19, 2023 based on an estimated term of 5 years.

 

On December 15, 2021, the Company entered into a securities purchase agreement with an accredited investor for an exchange of convertible debt to equity. Under the purchase agreement, the Company and investor acknowledged there was $187,800 of principal remaining under the note issued to the investor by the Company on February 3, 2017, plus $80,365 of accrued interest, representing a total aggregate note balance of $268,165, and a loss on settlement of debt of $1,835. Pursuant to the purchase agreement, the Company sold 2,700 shares of the Company’s newly designated Series C Preferred Stock to an investor, for a total purchase price of $268,165. The investor tendered the Note to the Company for cancellation and agreed to forego all future accrued interest under the Note, as the total purchase price for the shares.

 

On April 15, 2023, the Company entered into another securities purchase agreement with an investor to exchange the remaining notes with principal of $550,000, plus accrued interest of $126,455, representing a total aggregate note balance of $676,455, and a loss on settlement of debt of $45. Pursuant to the purchase agreement, the Company sold 6,765 shares of the Company’s Series C Preferred Stock to the investor, for a total purchase price of $676,455. The investor tendered the Note to the Company for cancellation and agreed to forego all future accrued interest under the Note, as the total purchase price for the shares.

 

F-12

 

 

On June 19, 2023, the Company entered into a securities purchase agreement with an accredited investor for an exchange of convertible debt to equity. Under the purchase agreement, the Company and investor acknowledged there was an aggregate of $100,000 of principal outstanding under the Note issued to the investor by the Company on August 10, 2018, plus $48,603 of accrued interest, representing a total aggregate note balance of $148,603. Pursuant to the Purchase Agreement, the Company issued and sold to the investor 1,486 shares of the Company’s Series C Preferred Stock for a total purchase price of $148,603, and a gain on settlement of debt of $3. The investor tendered the Note to the Company for cancellation and agreed to forego all future accrued interest under the Note, as the total purchase price for the shares.

 

During the three months ended September 30, 2023, an investor converted 2,100 preferred shares with a stated value of $210,000, at a conversion price of $0.00095. The preferred shares were converted into 221,052,632, no gain or loss was recognized in the financial statements.

 

The extinguishment of the convertible debt and derivatives were recognized in the Company’s financial statement as a loss on settlement of convertible notes and derivative liability in the amount of $664,627 as of June 30, 2023.

 

The Company had no derivative liabilities outstanding at the years ended June 30, 2024 and 2023,

 

Exchange of convertible notes to Series C Preferred Shares
Preferred shares issued			10,951
Stated value of debt and interest		$	1,095,100
Calculated fair value of preferred shares		$	17,475,309
Fair value of derivative liability removed		$	(16,810,682	)
Loss on settlement of debt and derivatives		$	(664,627	)

  

The Series C Preferred Stock was presented as mezzanine equity because it is redeemable at a fixed or determinable amount upon an event that is outside of the issuer’s control. Upon liquidation, dissolution and winding up of the Company, the holder of each outstanding share of Series C Preferred Stock shall be entitled to receive, out of the assets of the Company available for distribution to its shareholders upon such liquidation, before any payments shall be made or any assets distributed to the holders of the common stock, the stated value of the Series C Preferred Shares plus any declared but unpaid dividends. No other current or future equity holders of the Company shall have higher priority of liquidation preference than holders of Series C Preferred Stock. The holder has the right, at any time, at its election, to convert shares of Series C Preferred Stock into common stock at a conversion price of $0.00095 per share.

 

As of June 30, 2024 and 2023, the Company had 8,851 and 10,951shares of Series C Preferred Stock outstanding, respectively. The fair value of the outstanding shares was $885,100 and1,095,100, respectively. 

 

4.	COMMON STOCK

 

Year ended June 30, 2024

 

On November 11, 2022, the Company entered into a Purchase Agreement with an investor for the sale of up to $45,000,000 of shares of common stock. For the year ended June 30, 2024, the Company issued 86,395,059 shares of common stock for $900,000 under the purchase agreement at prices of $0.00944 - $0.0132, pursuant to purchase notices received from the investor. The finance cost of $21,075 was deducted from the gross proceeds converted, leaving net proceeds of $878,925.

 

F-13

 

 

Year ended June 30, 2023

 

During the year ended June 30, 2023, the Company issued 274,198,530 shares of common stock upon conversion of convertible notes in the amount of $177,500 of principal, plus accrued interest of $82,989 based upon a conversion price of $0.00095 per share. The notes were converted per the terms of their respective agreements and therefore no gain or loss on the conversion was recorded.

 

On November 11, 2022, the Company entered into a Purchase Agreement with an investor for the sale of up to $45,000,000 of common stock. During the year ended June 30, 2023, the Company issued 141,316,753 shares of common stock for $2,786,464 under the purchase agreement at prices of $0.01264 - $0.02608, pursuant to purchase notices received from the investor. The finance cost of $52,970 was deducted from the gross proceeds converted, leaving net proceeds of $2,733,494. 

  

During the year ended June 30, 2023, a consultant exercised 3,071,412 nonqualified stock options with an exercise price of $0.01 and a market price of $0.027 per share. Upon exercise of the stock options, the Company issued 1,933,852 shares of common stock at the price of $0.017 per share for compensation expense of $32,875.

 

During the year ended June 30, 2023, two employees were granted 150,000,000 restricted stock awards for services, which vested immediately. The Company withheld 62,400,000 shares at a price of $0.027 to pay for the taxes owed by the employees in the amount of $1,684,800, and the remaining 87,600,000 shares priced at $0.027 per share in the amount of $2,365,200 in stock compensation was reported in the financial statements.

 

5.

RESTRICTED STOCK UNITS

 

On March 30, 2023, the Board of Directors determined that in the best interest of the Company and the Shareholders to grant an employee a restricted stock units in consideration of services to be rendered to the Company. The Board granted 21,500,000 of restricted stock units, which vested on March 30, 2023. Under the 2019 Equity Incentive Plan, an employee was granted 21,500,000 restricted stock units at a price of $0.025 per share for services, which vested on March 30, 2023. On January 30, 2024, the stock units of 21,500,000 were cancelled at a unit price of $0.012 in the amount of $258,000, which was netted against the stock compensation expense during the year

 

On December 20, 2022 and January 1, 2023, the Board of Directors determined that in the best interest of the Company and the Shareholders, to grant certain employees, a director, and a consultant restricted stock units in consideration of services to be rendered to the Company. The Board granted 33,000,000 restricted stock units under the 2022 Equity Incentive Plan, whereby, 23,000,000 shares vested on January 1, 2023 and 10,000,000 shares, which were to vest on January 1, 2024, but were not granted. During the year ended June 30, 2024, the Company cancelled 20,000,000 of the stock units at a price of $0.012 in the amount of $240,000, which was netted against the stock compensation expense during the period. The remaining 10,000,000 units were to vest on January 1, 2024 were not granted. As of June 30, 2024, there remained a balance of 3,000,000 stock units, with an exercise price of $0.025.

 

The total stock units cancelled consisted of 21,500,000 units for the 2019 Equity Incentive Plan and 20,000,000 units for the 2022 Equity Incentive Plan for an aggregate total of 41,500,000. As of June 30, 2024, the Company recorded stock compensation expense of $689,984.

 

The fair value of the units was $618,000 for the 51,500,000 stock units.

 

		6/30/2024								6/30/2023
						Weighted								Weighted
		Number				average				Number				average
		Of				exercise				Of				exercise
		Units				price				Units				price
Outstanding, beginning of period			54,500,000			$	0.025				-			$	-
Granted			-				-				54,500,000			$	0.025
Stock units not granted			(10,000,000	)			-				-				-
Cancellation of units			(41,500,000	)		$	0.025				-				-
Outstanding, end of period			3,000,000			$	0.025				54,500,000			$	0.025
Exercisable at the end of period			3,000,000			$	0.025				54,500,000			$	0.025

 

F-14

 

 

6.	STOCK OPTIONS AND WARRANTS

 

2019 Equity Stock Incentive Plan

 

On December 17, 2018, the Board of Directors approved and adopted the 2019 Equity Incentive Plan (“the 2019 Plan”), with 300,000,000 shares reserved for issuance. The purpose of the 2019 Plan is to promote the success of the Company and to increase stockholder value by providing an additional means through the grant of awards to attract, motivate, retain and reward selected employees and other eligible persons. The awards are performance-based compensation that are granted under the 2019 Plan as incentive stock options (ISO) or nonqualified stock options. The per share exercise price for each option shall not be less than 100% of the fair market value of a share of common stock on the date of grant of the option. The Company periodically issues stock options and warrants to employees and non-employees in non-capital raising transactions for services and for financing cost.

 

2022 Equity Stock Incentive Plan

 

On January 27, 2022, the Company adopted the 2022 Equity Incentive Plan, to enable the Company to attract and retain the types of employees, consultants, and directors who will contribute to the Company’s long-range success. The maximum number of shares of common stock that may be issued under the 2022 Plan is initially 400,000,000. The number of shares will automatically be increased on the first day of the Company’s fiscal year beginning in 2023 so that the total number of shares issuable will at all times equal fifteen percent (15%) of the Company’s fully diluted capitalization on the first day of the Company’s fiscal year, unless the Board adopts a resolution providing that the number of shares issuable under the 2022 Plan shall not be so increased.

 

As of July 1, 2023, the maximum number of shares issuable under the 2022 Equity Incentive Plan increased by 15% to 723,194,742 shares, based on the Company’s fully diluted capitalization on leaving a reserve of 660,194,742 shares remaining available as of June 30, 2024.

 

During the period ended June 30, 2024, the Company granted 103,000,000 stock options at an exercise price of $0.012 per share, which vested immediately on January 30, 2024. As of June 30, 2024, 266,894,499 stock options were outstanding, and the Company recognized stock compensation expense of $1,307,984.

 

A summary of the Company’s stock option activity and related information follows:

 

		6/30/2024								6/30/2023
						Weighted								Weighted
		Number				average				Number				average
		Of				exercise				Of				exercise
		Options				price				Options				price
Outstanding, beginning of period			163,894,499			$	0.0980				157,965,711			$	0.0089
Granted			103,000,000			$	0.0120				9,000,000			$	0.0160
Exercised			-								-				-
Redemption of options			-								(3,071,212	)		$	(0.0100	)
Outstanding, end of period			266,894,499			$	0.0107				163,894,499			$	0.0980
Exercisable at the end of period			264,144,499			$	0.0105				157,894,499			$	0.0940

 

F-15

 

 

The weighted average remaining contractual life of options outstanding as of June 30, 2024 and 2023 was as follows: 

 

6/30/2024																6/30/2023
Exercise Price				Stock Options Outstanding				Stock Options Exercisable				Weighted Average Remaining Contractual Life (years)				Exercise Price				Stock Options Outstanding				Stock Options Exercisable				Weighted Average Remaining Contractual Life (years)
$	0.016				9,000,000				6,250,000				1.92			$	0.016				9,000,000				3,000,000				2.92
$	0.012				103,000,000				103,000,000				5.59			$	-				-				-				-
$	0.0097				6,000,000				6,000,000				1.59			$	0.0097				6,000,000				6,000,000				2.59
$	0.0099				138,894,499				138,894,499				1.57			$	0.0099				138,894,499				138,894,499				2.57
$	0.0060				10,000,000				10,000,000				2.06			$	0.0060				10,000,000				10,000,000				3.06
					266,894,499				264,144,499												163,894,499				157,894,499

 

WARRANTS

 

During the year ended June 30, 2024, 8,400,000 common stock purchase warrants expired leaving an aggregate of 78,095,239 common stock purchase warrants outstanding, with an exercise price of $0.121 per share. The warrants were estimated at fair value on the date of issuance as calculated using the Black-Scholes valuation model. The derivative liability calculated on all warrants outstanding as of the Year ended June 30, 2024, was removed with the exchange of the convertible notes and accrued interest for preferred shares. The warrants can be exercised over a period of three (3) years.

 

A summary of the Company’s warrant activity and related information follows for the Year ended June 30, 2024

 

		6/30/2024
						Weighted
						average
		Number of				exercise
		Warrants				price
Outstanding, beginning of period			86,495,239			$	0.121
Granted			-				-
Exercised			-				-
Forfeited/Expired			(8,400,000	)		$	(0.094	)
Outstanding, end of period			78,095,239			$	0.121
Exercisable at the end of period			78,095,239			$	0.121

 

The weighted average remaining contractual life of warrants outstanding as of June 30, 2024 was as follows: 

 

6/30/2024												Weighted Average
Exercise Price				Warrants Outstanding				Warrants Exercisable				Remaining Contractual Life (years)
$	0.13125				6,666,667				6,666,667				1.65
$	0.12				71,428,572				71,428,572				1.67
					78,095,239				78,095,239

 

At June 30, 2024, the aggregate intrinsic value of the warrants outstanding was $0.

 

7.	MARKETABLE SECURITIES

 

As of June 30, 2023, the Company invested in corporate bonds, which were recognized in the financial statements at cost, mature from July 15, 2023 through August 16, 2023, and were held to maturity.

 

The Company considers corporate bonds (“bonds”) as investments due to their ratings. The bonds are rated based on their default probability, health of the corporation’s debt structure, as well as the overall health of the economy. The bonds fall into the category as investments if they have a rating between AA and BBB.

 

During the year ended June 30, 2024, the corporate securities in the amount of $3,188,040 matured, and were redeemed on various dates for gross proceeds of $3,000,000. During the years ended June 30, 2024 and 2023, the Company recorded interest income of $54,375 and $137,994, respectively. During the year ended June 30, 2024, the Company recognized a loss of $188,040.

 

F-16

 

 

The following table summarizes the amortized cost of the held-to-maturity securities as of June 30, 2023, aggregated by credit quality indicator.

 

		June 30, 2023
AA/A
Corporate Securities		$	1,856,405
BBB
Corporate Securities			1,331,635
Total		$	3,188,040

 

8.

EQUITY SECURITIES, RELATED PARTY AND CONVERTIBLE NOTES RECEIVABLE, RELATED PARTY

 

On November 11, 2022, the Company entered into a subscription agreement with TECO 2030 ASA (“TECO”). TECO is a Norwegian based clean tech company developing zero-emission technology for the maritime and heavy industry. They are developing PEM hydrogen fuel cell stacks and PEM hydrogen fuel cell modules, that enable ships and other heavy-duty applications to become emissions-free. The company is listed on Euronext Growth on Oslo Stock Exchange under the ticker TECO. Pursuant to the subscription agreement, the Company purchased 13,443,875 shares of TECO stock for an aggregate consideration of $7 million in USD, at an exchange rate of NOK 10.4094. The stocks purchased are adjusted to fair value based on unrealized gain or loss at the end of each period. At the time of this transaction, the Company and TECO became related parties due to the Company owning an 8.3% interest in TECO. Subsequent to the equity purchase, Timothy Young, CEO of the Company, was elected to the board of TECO in January of 2023.

 

Also, on November 11, 2022 the Company purchased a bond receivable of TECO for a subscription amount of $3 million. The issuance of the bond receivable is through a Tap Issue Addendum to TECO’s secured convertible notes agreement dated June 1, 2022, pursuant to which Nordic Trustee AS is acting as the security agent on behalf of the note holders. The bond receivable would have matured on June 1, 2025, and would have been converted into shares at a rate of NOK 5.0868 per share. The note bore interest at the rate of 8% per annum, which was paid quarterly in arrears. For the year ended June 30, 2024 and 2023, the Company recognized interest income of $226,094 and $113,913, respectively.

 

In April of 2024, all investors of TECO bonds received an option to convert their bonds to receive one share for every two NOK. On May 24, 2024 the Company agreed to the terms and conversion, and agreed to receive 15,884,744 shares of TECO stock in exchange for the convertible bond receivable of $3,000,000 and unpaid interest. The bond receivable had a principal amount of NOK 31,228,200, and accrued and unpaid interest up to May 24, 2024 of NOK 541,289, for a total of NOK 31,769,489. The value of the shares converted on May 24, 2024 was $3,139,302 with contributed capital gain on conversion of convertible bond of $85,815 and interest received of $53,487 as reflected in the statement of operations.

 

On September 10, 2024, after a delay to allow time for legal review and clarification of the investment statements, the bond was returned. Upon receipt of the 15,884,744 shares, the Company owns a total of 29,328,619 shares, which as of September 23, 2024 represents 13.29% of the outstanding shares of TECO.

 

The CEO of the Company elected to not seek reelection to the board of directors at the annual general meeting in June and is no longer a director of TECO after June 19, 2024. The CEO of the Company never received compensation of any kind for his role as director from January of 2023 through June 19, 2024.

 

The following table summarizes our equity investments in TECO:

 

Date of Investment		Number of Shares				Cost Basis				Fair Value as of June 30, 2022				Unrealized Gain				Fair Value as of June 30, 2023				Unrealized Loss				Fair Value as of June 30, 2024
November 24, 2022			13,443,875			$	7,000,000			$	-			$	655,601			$	7,655,601			$	(5,775,569	)		$	1,880,032
May 24, 2024			15,884,744				3,139,302				-				-				-				(917,932	)			2,221,370
Total			29,328,619			$	10,139,302			$	-			$	655,601			$	7,655,601			$	(6,693,501	)		$	4,101,402

 

F-17

 

 

9.	INVESTMENT INCOME

 

The following table summarizes our investment income.

 

		June 30, 2024				June 30, 2023
Interest earned on cash (NOTE 2)		$	455,772			$	257,661
Interest earned on Treasury Bills (NOTE 2)			1,136,520				559,340
Interest earned on Certificates of Deposit (NOTE 10)			123,881				-
Interest earned on Corporate Bonds (NOTE 7)			54,375				137,994
Interest earned on TECO bond (NOTE 8)			226,094				113,913
Dividends and other			17,332				80,951
Total investment income		$	2,013,974			$	1,149,859

 

10.	SHORT TERM INVESTMENTS

 

On September 12, 2023, the Company invested in a $5,000,000 certificate of deposit (CD), which matured on March 12, 2024. CDs should be reported as part of cash and cash equivalents at cost plus accrued interest if less than 90 days from the purchase date, and on its own line in the financial statements if the purchase is greater than 90 days. The CD has been classified as a short-term investment due to the length of time to maturity at acquisition and was measured using Level 2. The certificate of the deposit matured, and was reinvested. The Company recognized interest income of $123,881 in the financial statements as of June 30, 2024.

 

11.	COMMITMENTS AND CONTINGENCIES

 

Effective October 1, 2023, the Company extended its research agreement with the University of Iowa through September 30, 2024. As consideration under the research agreement, the University of Iowa will receive a maximum of $365,493 from the Company in four equal installments of $91,373. The agreement can be terminated by either party upon sixty (60) days prior written notice to the other. As of June 30, 2024, there is a balance due of $274,121 per the agreement.

 

Effective October 1, 2023, the Company extended its research agreement with the University of Michigan through September 30, 2024. As consideration under the research agreement, the University of Michigan received payments of $223,645 on the $298,194 research agreement. The research agreement was amended for an additional $85,000, which will be paid in four installments. . In the event of early termination by the Sponsor, the Sponsor will pay all costs accrued by the University as of the date of termination, including non-cancellable obligations. As of June 30, 2024, there is a balance due of $120,274 per the agreement.

 

The Company began renting lab space in February 2022. The lab rental is on a month-to-month basis and is cancellable with a thirty (30) day notice. On April 1, 2024, the Company renewed the space needed for its lab work at a monthly rent of $6,400 per month. Due to the rental being month-to-month, ASC 842 lease accounting is not applicable.

 

In the normal course of business, the Company may be involved in legal proceedings, claims and assessments arising in the ordinary course of business. Such matters are subject to many uncertainties, and outcomes are not predictable with assurance. In the opinion of management, the ultimate disposition of these matters will not have a material adverse effect on the Company’s financial position or results of operation.

 

F-18

 

 

12.	DEFERRED TAX BENEFIT

 

The Company files income tax returns in the U.S. Federal jurisdiction, and the state of California. With few exceptions, the Company is no longer subject to U.S. federal, state and local, or non-U.S. income tax examinations by tax authorities for years before 2021. 

 

Deferred income taxes have been provided by temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for tax purposes. To the extent allowed by GAAP, we provide valuation allowances against the deferred tax assets for amount when the realization is uncertain. Included in the balance at June 30, 2024 and 2023, are no tax positions for which the ultimate deductibility is highly certain, but for which there is uncertainty about the timing of such deductibility.  Because of the impact of deferred tax accounting, other than interest and penalties, the disallowance of the shorter deductibility period would not affect the annual effective tax rate but would accelerate the payment of cash to the taxing authority to an earlier period.  

 

The Company’s policy is to recognize interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. During the year ended June 30, 2024 and 2023, the Company did not recognize interest or penalties. 

 

At June 30, 2023, the Company had net operating loss carry-forward of approximately $25,304,800, which expires in future years. No tax benefit has been reported in the June 30, 2024 and 2023 financial statements, since the potential tax benefit is offset by a valuation allowance of the same amount. 

 

The income tax provision differs from the amount of income tax determined by applying the U.S. federal income tax rate to pretax income from continuing operations for the years ended June 30, 2024 and 2023 due to the following: 

 

		6/30/2024				6/30/2023
Book income (loss)		$	(2,075,055	)		$	204,745
Non-deductible expenses			1,535,200				1,975,885
Depreciation and amortization			3,455				(860	)
Valuation Allowance			536,400				(2,179,770	)
Income tax expense		$	-			$	-

 

Deferred taxes are provided on a liability method, whereby deferred tax assets are recognized for deductible differences and operating loss and tax credit carry-forward and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the difference between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. 

 

Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. 

 

Net deferred tax liabilities consist of the following components as of June 30, 2024 and 2023: 

 

		6/30/2024				6/30/2023
Deferred tax assets:
NOL carryover		$	(5,314,015	)		$	(5,163,215	)
Research and development			1,009,530				736,330
Related party accrual			9,625				30,125
Deferred tax liabilities:
Depreciation and amortization			(3,095	)			(4,485	)
Less Valuation Allowance		$	4,297,955			$	4,401,245
Income tax expense		$	-			$	-

 

Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry-forward for Federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carry-forward may be limited as to use in future years. 

 

The Company’s tax returns for the previous three years remain open for audit by the respective tax jurisdictions.

 

F-19

 

 

13.

RELATED PARTY

 

Shareholders Loan

 

As of June 30, 2024, the Company reported an accrual associated with the CEO’s prior years’ salary in the amount of $211,750 for the current year, which is recorded in related party accrued expenses. The Company began accruing the salary in 2011 and used the funds for operating expenses. During the period ended December 31, 2022, the accrued salary was reclassified as a loan from the CEO, with an interest rate of five percent (5%). The loan will be repaid with monthly payments of $9,290, including interest and principal over a two-year period. As of June 30, 2024, the principal balance remaining on the loan was $45,829, and interest paid during the year ended June 30, 2024 was $4,558.

 

Other Related Party Activity

 

See Note 8 for related party transactions with respect to TECO 2030 A.S.A.. for 2023 and 2024 periods.

 

14.	CONVERTIBLE PROMISSORY NOTES

 

As of June 30, 2024 and 2023, there were no outstanding convertible promissory notes. All convertible notes were exchanged for Series C Preferred Shares.

 

The Company issued a 10% convertible promissory note on November 9, 2017 (the “Nov 2017 Note”) in the aggregate principal amount of up to $500,000. The Company received tranches for an aggregate principal total of $500,000. The Nov 2017 Note had a maturity date of November 9, 2018, with an automatic extension of sixty (60) months from the effective date of the note. The Nov 2017 Note is convertible into shares of common stock of the Company at a price equal to a variable conversion price of the lesser of $0.01 per share or fifty percent (50%) of the lowest trading price since the original effective date of the note or the lowest effective price per share granted to any person or entity after the effective date to acquire common stock. If the Company fails to deliver shares in accordance with the timeframe of three (3) business days of the receipt of a notice of conversion, the lender, at any time prior to selling all of those shares, may rescind any portion, in whole or in part of that particular conversion attributable to the unsold shares and have the rescinded conversion amount returned to the principal sum with the rescinded conversion shares returned to the Company. In no event shall the lender be entitled to convert any portion of the Nov 2017 Note to the extent such conversion would result in beneficial ownership by the lender and its affiliates of more than 4.99% of the outstanding shares of common stock of the Company. In addition, for each conversion in the event that shares are not delivered by the fourth business day (inclusive of the day of conversion), a penalty of $1,500 per day shall be assessed for each day after the third business day (inclusive of the day of the conversion) until the shares are delivered. During the year ended June 30, 2023, the Company issued 274,198,530 shares of common stock upon the conversion of principal in the amount of $177,500, plus accrued interest of $82,989. As of June 30, 2023, the balance remaining was $0.

 

The Company issued a 10% convertible promissory note on June 27, 2018 (the “Jun 2018 Note”) in the aggregate principal amount of up to $500,000. The Company received tranches for an aggregate principal total of $500,000. The Jun 2018 Note matured on June 27, 2019, which was automatically extended for sixty (60) months from the effective date of the note. The Jun 2018 Note is convertible into shares of common stock of the Company at a price equal to a variable conversion price of the lesser of $0.01 per share or fifty percent (50%) of the lowest trading price since the original effective date of the note or the lowest effective price per share granted to any person or entity after the effective date to acquire common stock. If the Company fails to deliver shares in accordance with the timeframe of three (3) business days of the receipt of a notice of conversion, the lender, at any time prior to selling all of those shares, may rescind any portion, in whole or in part of that particular conversion attributable to the unsold shares and have the rescinded conversion amount returned to the principal sum with the rescinded conversion shares returned to the Company. In no event shall the lender be entitled to convert any portion of the Jun 2018 Note to the extent such conversion would result in beneficial ownership by the lender and its affiliates of more than 4.99% of the outstanding shares of common stock of the Company. In addition, for each conversion, in the event, that shares are not delivered by the fourth business day (inclusive of the day of conversion), a penalty of $1,500 per day shall be assessed for each day after the third business day (inclusive of the day of the conversion) until the shares are delivered. The balance of the Jun 2018 Note of $500,000, plus interest was exchanged for Series C Preferred Shares, leaving a remaining balance at June 30, 2023 of $0.

 

The Company issued a 10% convertible promissory note on August 10, 2018 (the “Aug 2018 Note”) in the aggregate principal amount of up to $100,000. The Aug 2018 Note had a maturity date of August 10, 2019, with an extension of sixty (60) months from the date of the note. The Aug 2018 Note matures on August 10, 2023. The Aug 2018 Note may be converted into shares of the Company’s common stock at a conversion price of the lesser of a) $0.005 per share or b) sixty-one (61%) percent of the lowest trading price per common stock recorded on any trade day after the effective date. The conversion feature of the Aug 2018 Note was considered a derivative in accordance with current accounting guidelines because of the reset conversion features of the Note. The balance of the Aug 2018 Note of $100,000, plus interest was exchanged for Series C Preferred Shares, leaving a remaining balance at June 30, 2023 of $0.

 

F-20

 

 

On April 15, 2020, the Company issued a convertible promissory note (the “Apr 2020 Note”) to an investor in the aggregate principal amount of $50,000. The Company received tranches for an aggregate principal total of $50,000. The Apr 2020 Note matures twelve (12) months from the effective dates of each respective tranche, such that the Apr 2020 Note matures on April 15, 2021, with an automatic extension of sixty (60) months from the effective date of each tranche. The Apr Note is convertible into shares of common stock of the Company at a variable conversion price of the lesser of $0.01 per share or fifty percent (50%) of the lowest trading price of the common stock recorded on any trade day after the effective date, or (c) the lowest effective price per share granted to any person or entity after the effective date to acquire common stock. If the Company fails to deliver shares in accordance with the timeframe of four (4) business days of the receipt of a notice of conversion, the lender, at any time prior to selling all of those shares, may rescind any portion, in whole or in part of that particular conversion attributable to the unsold shares and have the rescinded conversion amount returned to the principal sum with the rescinded conversion shares returned to the Company. In no event shall the lender be entitled to convert any portion of the Apr 2020 Note to the extent such conversion would result in beneficial ownership by the lender and its affiliates of more than 4.99% of the outstanding shares of common stock of the Company. In addition, for each conversion, in the event that shares are not delivered by the fourth business day (inclusive of the day of conversion), a penalty of $2,000 per day shall be assessed for each day after the fourth business day (inclusive of the day of the conversion) until the shares are delivered. The conversion feature of the April 2020 Note was considered a derivative in accordance with current accounting guidelines because of the reset conversion features of the Apr 2020 Note. The balance of the Apr 2020 Note of $50,000, plus interest was exchanged for Series C Preferred Shares, leaving a remaining balance as of June 30, 2023 of $0.

 

15.	DERIVATIVE LIABILITIES

 

ASC Topic 815 provides guidance applicable to convertible debt issued by the Company in instances where the number into which the debt can be converted is not fixed. For example, when a convertible debt converts at a discount to market based on the stock price on the date of conversion, ASC Topic 815 requires that the embedded conversion option of the convertible debt be bifurcated from the host contract and recorded at their fair value. In accounting for derivatives under accounting standards, the Company recorded a liability representing the estimated present value of the conversion feature considering the historic volatility of the Company’s stock, and a discount representing the imputed interest associated with the embedded derivative. The discount is amortized over the life of the convertible debt, and the derivative liability is adjusted periodically according to stock price fluctuations.

 

In accordance with ASC No. 820, “Fair Value Measurements and Disclosures”, the Company measures its liability related to convertible notes and warrants at fair value using Black Scholes. They are valued using alternative pricing sources and models utilizing market observable inputs. The liability related to the convertible notes and warrants is classified within Level 3 value hierarchy because the liability is based on present value calculations and external valuation models whose inputs include market interest rates, estimated operational capitalization rates, volatilities and illiquidity. Unobservable inputs used in these models are significant.

 

During the year ended June 30, 2023, the Company recorded a net gain change in derivative of $9,204,387 in the statement of operations, due to the removal of the derivatives for the warrants and the convertible notes, for the exchange of the convertible notes and accrued interest for Series C Preferred Shares.

 

16.	SUBSEQUENT EVENTS

 

Management evaluated subsequent events as of the date of the financial statements pursuant to ASC TOPIC 855 and had the following subsequent events to report.

 

On September 6, 2024, the Company issued 32,051,283 shares of common stock at a price of $0.0156 per share in the amount of $500,000, pursuant to a purchase notice under the purchase agreement.

 

On September 13, 2024, the Company issued 37,055,336 shares of common stock at a price of $0.02024 per share in the amount of $750,000, pursuant to a purchase notice under the purchase agreement.

 

On September 16, 2024, Mark Richardson resigned as a director of SunHydrogen, Inc. Mr. Richardson’s resignation will be effective September 30, 2024. Mr. Richardson’s resignation was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

 

On September 30, 2024, the Company issued 49,407,115 shares of common stock at a price of $0.02024 per share in the amount of $1,000,000, pursuant to a purchase notice under the purchase agreement.

 

F-21

Exhibit 23.1

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We consent to the incorporation by reference in the Registration Statement on Form S-3 (File No. 333-276678) and Registration Statements on Form S-8 (File Nos. 333-228900 and 333-268887) of our report, dated September 30, 2024, relating to the financial statements of SunHydrogen, Inc. for the years ended June 30, 2024 and June 30, 2023, which appear in this Form 10-K.

 

/s/ M&K CPAS, PLLC

 

The Woodlands, Texas

September 30, 2024

 

Exhibit 31.1

 

CERTIFICATION

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

 

I, Timothy Young, certify that:

 

1.	I have reviewed this annual report on Form 10-K of SunHydrogen, Inc. for the fiscal year ended June 30, 2024;

 

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4.

The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d – 15(f)) for the registrant and have:

 

a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: September 30, 2024

 

By:	/s/ Timothy Young
	Timothy Young a
	Principal Executive Officer nd Principal Financial Officer

 

Exhibit 32.1

 

CERTIFICATION PURSUANT TO 18 USC, SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Annual Report of SunHydrogen, Inc. (the “Company”) on Form 10-K for the fiscal year ended June 30, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Timothy Young, Chief Executive Officer & Acting Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to Sec. 906 of the Sarbanes-Oxley Act of 2002, that:

 

(1)	The Report fully complies with the requirements of Sections 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

(2)	Information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

Dated: September 30, 2024	/s/ Timothy Young
	By:	Timothy Young
	Its:	Chief Executive Officer & Acting Chief Financial Officer
		(Principal Executive Officer and Principal Financial Officer)

 

Cover - USD ($) $ in Millions	12 Months Ended
	Jun. 30, 2024	Sep. 30, 2024	Dec. 31, 2023
Document Information [Line Items]
Document Type	10-K
Document Annual Report	true
Document Transition Report	false
Document Financial Statement Error Correction [Flag]	false
Entity Interactive Data Current	Yes
ICFR Auditor Attestation Flag	false
Amendment Flag	false
Document Period End Date	Jun. 30, 2024
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	FY
Documents Incorporated by Reference [Text Block]	None
Entity Information [Line Items]
Entity Registrant Name	SUNHYDROGEN, INC.
Entity Central Index Key	0001481028
Entity File Number	000-54437
Entity Tax Identification Number	26-4298300
Entity Incorporation, State or Country Code	NV
Current Fiscal Year End Date	--06-30
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Shell Company	false
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Public Float			$ 65.0
Entity Contact Personnel [Line Items]
Entity Address, Address Line One	BioVentures Center
Entity Address, Address Line Two	2500 Crosspark Road
Entity Address, City or Town	Coralville
Entity Address, State or Province	IA
Entity Address, Postal Zip Code	52241
Entity Phone Fax Numbers [Line Items]
City Area Code	(805)
Local Phone Number	966-6566
Entity Listings [Line Items]
Title of 12(b) Security	None
No Trading Symbol Flag	true
Security Exchange Name	NONE
Entity Common Stock, Shares Outstanding		5,205,759,708

Audit Information	12 Months Ended
	Jun. 30, 2024
Auditor [Table]
Auditor Name	M&K CPAS, PLLC
Auditor Firm ID	2738
Auditor Location	The Woodlands, TX

Balance Sheets - USD ($)	Jun. 30, 2024	Jun. 30, 2023
CURRENT ASSETS
Cash and cash equivalents	$ 39,044,795	$ 37,185,989
Marketable securities		3,188,040
Equity securities, related party	4,101,402	7,655,601
TOTAL CURRENT ASSETS	43,146,197	48,029,630
INVESTMENT
TOTAL INVESTMENTS		3,000,000
PROPERTY & EQUIPMENT
Machinery and equipment	36,830	33,814
Computers and peripherals	11,529	11,529
Vehicle	135,260	155,000
Gross property and equipment	183,619	200,343
Less: accumulated depreciation	(20,549)	(83,468)
NET PROPERTY AND EQUIPMENT	163,070	116,875
INTANGIBLE ASSETS
TOTAL INTANGIBLE ASSETS	58,549	65,256
TOTAL OTHER ASSETS	221,619	3,182,131
TOTAL ASSETS	43,367,816	51,211,761
CURRENT LIABILITIES
Accounts payable and other payables	573,127	232,893
Accrued expenses	140,558	628
TOTAL CURRENT LIABILITIES	759,514	340,249
LONG TERM LIABILITIES
TOTAL LONG TERM LIABILITIES		36,731
TOTAL LIABILITIES	759,514	376,980
COMMIMENTS AND CONTINGENCIES (SEE NOTE 9)
Series C 10% Preferred Stock, 8,851 and 10,951 shares issued and outstanding, redeemable value of $885,100 and $1,095,100, respectively	885,100	1,095,100
SHAREHOLDERS’ EQUITY
Preferred Stock, $0.001 par value; 5,000,000 authorized preferred shares
Common Stock, $0.001 par value; 10,000,000,000 authorized common shares 5,087,245,974 and 4,821,298,283 shares issued and outstanding, respectively	5,087,246	4,821,298
Additional Paid in Capital	128,488,199	126,889,423
Accumulated deficit	(91,852,243)	(81,971,040)
TOTAL SHAREHOLDERS’ EQUITY	41,723,202	49,739,681
TOTAL LIABILITIES, PREFERRED STOCK SUBJECT TO REDEEMPTION AND SHAREHOLDERS’ EQUITY	43,367,816	51,211,761
Related Party
CURRENT ASSETS
Equity securities, related party	4,101,402	7,655,601
INVESTMENT
Convertible notes receivable, related party		3,000,000
CURRENT LIABILITIES
Loan payable, related party	45,829	106,728
LONG TERM LIABILITIES
Loan payable, related party		36,731
Domain
INTANGIBLE ASSETS
Intangible assets, gross		29
Trademark
INTANGIBLE ASSETS
Intangible assets, gross	315	428
Patents
INTANGIBLE ASSETS
Intangible assets, gross	$ 58,234	$ 64,799

Balance Sheets (Parentheticals) - USD ($)	Jun. 30, 2024	Jun. 30, 2023
Preferred stock, par value (in Dollars per share)	$ 0.001	$ 0.001
Preferred stock, shares authorized	5,000,000	5,000,000
Common stock, par value (in Dollars per share)	$ 0.001	$ 0.001
Common stock, share authorized	10,000,000,000	10,000,000,000
Common stock, shares issued	5,087,245,974	4,821,298,283
Common stock, shares outstanding	5,087,245,974	4,821,298,283
Series C Preferred Stock
Preferred stock, percentage	10.00%	10.00%
Preferred stock, shares issued	8,851	10,951
Preferred stock, shares outstanding	8,851	10,951
Preferred stock, redeemable value (in Dollars)	$ 885,100	$ 1,095,100
Domain
Net of amortization (in Dollars)	5,315	5,286
Trademark
Net of amortization (in Dollars)	827	714
Patents
Net of amortization (in Dollars)	$ 42,909	$ 36,344

Statements of Operations - USD ($)	12 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Income Statement [Abstract]
REVENUE
OPERATING EXPENSES
Selling and Marketing	53,831	131,745
General and administrative expenses	2,336,952	5,651,728
Research and development cost	2,568,562	3,440,106
Depreciation and amortization	41,955	43,568
TOTAL OPERATING EXPENSES	5,001,300	9,267,147
LOSS FROM OPERATIONS BEFORE OTHER INCOME (EXPENSES)	(5,001,300)	(9,267,147)
OTHER INCOME/(EXPENSES)
Investment income	2,013,974	1,149,859
Gain on sale of vehicle	55,166
Dividend expense	(112,940)	(27,000)
Unrealized Gain(loss) on equity securities, related party	(6,693,501)	655,601
Realized gain (loss)	(173,124)	(3,735)
Realized gain(loss) on redemption of marketable securities	35,080
Gain (Loss) on settlement of derivative liability		(664,627)
Gain (Loss) on change in derivative liability		9,204,345
Interest expense	(4,558)	(72,317)
TOTAL OTHER INCOME (EXPENSES)	(4,879,903)	10,242,126
NET INCOME (LOSS)	$ (9,881,203)	$ 974,979
BASIC EARNINGS (LOSS) PER SHARE (in Dollars per share)	$ 0	$ 0
DILUTED EARINGINS (LOSS) PER SHARE (in Dollars per share)	$ 0	$ 0
WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING
BASIC (in Shares)	5,028,399,413	4,492,448,483
DILUTED (in Shares)	5,028,399,413	4,787,349,172

Statements of Shareholders’ Equity/(Deficit) - USD ($)	Preferred Stock	Mezzanine	Common Stock	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at Jun. 30, 2022		$ 270,000	$ 4,271,749	$ 103,311,733	$ (82,946,019)	$ 24,637,463
Balance (in Shares) at Jun. 30, 2022			4,271,749,146
Issuance of common stock upon partial conversion of purchase agreement for cash			$ 141,316	2,592,178		2,733,494
Issuance of common stock upon partial conversion of purchase agreement for cash (in Shares)			141,316,755
Issuance of common stock for conversion of debt and accrued interest			$ 274,199	(13,710)		260,489
Issuance of common stock for conversion of debt and accrued interest (in Shares)			274,198,530
Issuance of common stock for the conversion of stock options			$ 1,934	30,941		$ 32,875
Issuance of common stock for the conversion of stock options (in Shares)			1,933,852			274,198,530
Issuance of common stock for conversion of restricted stock awards			$ 44,500	1,068,000		$ 1,112,500
Issuance of common stock for conversion of restricted stock awards (in Shares)			44,500,000
Issuance of stock for conversion of restricted stock awards			$ 87,600	(87,600)
Issuance of stock for conversion of restricted stock awards (in Shares)			87,600,000
Issuance of Series C preferred stock in exchange for convertible notes at fair value		825,100		17,475,309		17,475,309
Stock compensation for conversion of restricted stock awards				2,365,200		2,365,200
Stock compensation expense				147,372		147,372
Net Loss					974,979	974,979
Balance at Jun. 30, 2023		1,095,100	$ 4,821,298	126,889,423	(81,971,040)	49,739,681
Balance (in Shares) at Jun. 30, 2023			4,821,298,283
Issuance of common stock upon partial conversion of purchase agreement for cash			$ 86,395	792,530		878,925
Issuance of common stock upon partial conversion of purchase agreement for cash (in Shares)			86,395,059
Issuance of common stock upon conversion of Series C Preferred stock		(210,000)	$ 221,053	(11,053)		210,000
Issuance of common stock upon conversion of Series C Preferred stock (in Shares)			221,052,632
Cancellation of restricted stock awards			$ (41,500)	(576,500)		(618,000)
Cancellation of restricted stock awards (in Shares)			(41,500,000)
Contributed capital-gain on conversion of bond				85,815		85,815
Stock compensation expense				1,307,984		1,307,984
Net Loss					(9,881,203)	(9,881,203)
Balance at Jun. 30, 2024		$ 885,100	$ 5,087,246	$ 128,488,199	$ (91,852,243)	$ 41,723,202
Balance (in Shares) at Jun. 30, 2024			5,087,245,974

Statements of Cash Flows - USD ($)	12 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (Loss)	$ (9,881,203)	$ 974,979
Adjustment to reconcile net income (loss) to net cash
Depreciation & amortization expense	41,955	43,568
Conversion of stock options for services		32,875
Stock based compensation expense for services	1,307,984	22,372
Cancellation of restricted stock awards	(618,000)
Realized loss on sale of investment	188,040
Gain on exchange of vehicle	(55,166)
Net stock compensation expense for conversion of restricted stock awards		3,602,700
Loss on settlement of debt and derivative		664,669
Net (Gain) Loss on change in derivative liability		(9,204,387)
Unrealized (gain)/loss on change in fair value of investment, related party	6,693,501	(655,601)
Change in assets and liabilities :
Prepaid expense		2,526
Other receivable		14,868
Accounts payable	340,233	175,504
Accrued expenses	139,930	(2,442)
Accrued interest on convertible notes		66,284
NET CASH USED IN OPERATING ACTIVITIES	(1,842,726)	(4,262,085)
CASH FLOWS FROM INVESTING ACTIVITIES
Marketable securities purchased		(81,971,636)
Marketable securities redeemed		103,106,836
Purchase of certificate of deposit	(5,000,000)
Redemption of certificate of deposit	5,000,000
Convertible note receivable interest income, related party	(53,487)
Purchase of investment, related party		(7,000,000)
Purchase of long term convertible note, related party		(3,000,000)
Redemption of short term investments in corporate securities	3,000,000
Purchase of research and development equipment	(3,016)
Purchase of vehicle	(23,260)
Purchase of tangible assets		(33,814)
NET PROVIDED BY INVESTING ACTIVITIES:	2,920,237	11,101,386
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of related party note payable	(97,630)	(68,291)
Net proceeds from purchase agreements	878,925	2,733,494
NET CASH PROVIDED BY FINANCING ACTIVITIES	781,295	2,665,203
NET INCREASE IN CASH	1,858,806	9,504,504
CASH, BEGINNING OF PERIOD	37,185,989	27,681,485
CASH, END OF PERIOD	39,044,795	37,185,989
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Interest paid	4,558	6,033
Taxes paid
SUPPLEMENTAL DISCLOSURES OF NON CASH TRANSACTIONS
Fair value of common stock upon conversion of convertible notes, and accrued interest		260,489
Fair value of preferred stock in exchange for convertible note		17,475,309
Reclassification of related party accrued salary to loan payable		211,750
Conversion of Series C Preferred shares to common stock	210,000
Reclassification of related party accrued salary to loan payable		16,810,682
Exchange of convertible note receivable, related party	3,000,000
Contributed capital-gain on exchange of convertible note receivable, related party	$ 85,815

Organization and Line of Business	12 Months Ended
	Jun. 30, 2024
Organization and Line of Business [Abstract]
ORGANIZATION AND LINE OF BUSINESS	1. ORGANIZATION AND LINE OF BUSINESS   Organization   SunHydrogen, Inc. (the “Company”) was incorporated in the state of Nevada on February 18, 2009. The Company, based in Coralville, IA began operations on February 19, 2009.   Line of Business   The company is currently developing a novel solar-powered nanoparticle system that mimics photosynthesis to separate hydrogen from water. We intend for technology of this system to be used for the production of renewable hydrogen to produce renewable electricity and hydrogen for fuel cells and other applications where hydrogen is used.   SunHydrogen is developing an efficient and cost-effective way to produce truly green hydrogen using sunlight and any source of water. Just like a solar panel is comprised of multiple cells that generate electricity, our hydrogen panel encases multiple hydrogen generators immersed in water. Each hydrogen generator contains billions of electroplated nanoparticles, autonomously splitting water into hydrogen and oxygen. Our technology has the potential to be one of – if not the most – economical green hydrogen solutions: Unlike traditional water electrolysis for hydrogen, our process requires no external power other than sunlight and uses efficient and low-cost materials.

Summary of Significant Accounting Policies	12 Months Ended
	Jun. 30, 2024
Summary of Significant Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES   This summary of significant accounting policies of SunHydrogen, Inc. is presented to assist in understanding the Company’s financial statements. The financial statements and notes are representations of the Company’s management, which is responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the financial statements.   Cash and Cash Equivalent   The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents.   The following table provides detail of our cash and cash equivalents.       June 30, 2024     June 30, 2023   Cash   $ 29,365,997     $ 13,928,552   U.S. Treasury bills     9,678,798       22,157,437   U.S. Treasury obligations     -       1,100,000   Total cash and cash equivalents   $ 39,044,795     $ 37,185,989     The U.S. Treasury bills and the U.S. Treasury obligations have a credit quality indicator of AA/A.   Concentration risk   Cash includes amounts deposited in financial institutions in excess of insurable Federal Deposit Insurance Company (FDIC) limits. At times throughout the year, the Company may maintain cash balances in certain bank accounts in excess of the FDIC limits. As of June 30, 2024, the cash balance in excess of the FDIC limits was $37,125,346. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk in these accounts.   Marketable Securities   Corporate bonds and U.S. Treasuries are considered current, based on their liquidity. The Company considers corporate bonds (“bonds”) as investments due to their ratings. The bonds are rated based on their default probability, health of the corporation’s debt structure, as well as the overall health of the economy. The bonds fall into the category as investments if they have a rating of AAA and BBB. We consider our investments held to maturity and we believe there are no other than temporary declines in fair value. Our investments are recorded at historical cost.   Use of Estimates   In accordance with accounting principles generally accepted in the United States, management utilizes estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements as well as the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. These estimates and assumptions relate to useful lives and impairment of tangible and intangible assets, accruals, income taxes, stock-based compensation expense, fair value of financial instruments, and other factors. Management believes it has exercised reasonable judgment in deriving these estimates. Consequently, a change in conditions could affect these estimates.     Property and Equipment   Property and equipment are stated at cost and are depreciated using straight line over its estimated useful lives.   Computers and peripheral equipment   5 Years Vehicle   5 Years   During the year ended June 30, 2024, the Company traded a vehicle used for a mobile office and transportation of equipment. The Company recognized a gain of $55,166.   The Company recognized depreciation expense of $35,247 and $36,535 for the year ended June 30, 2024 and 2023, respectively.    Intangible Assets   The Company has patent applications to protect the inventions and processes behind its proprietary bio-based back-sheet, a protective covering for the back of photovoltaic solar modules traditionally made from petroleum-based film. Intangible assets that have finite useful lives continue to be amortized over their useful lives.       Useful Lives   6/30/2024     6/30/2023                     Domain-gross   15 years   $ 5,315     $ 5,315   Less accumulated amortization         (5,315 )     (5,286 ) Domain-net       $ -     $ 29                         Trademark-gross   10 years   $ 1,142     $ 1,142   Less accumulated amortization         (827 )     (714 ) Domain-net       $ 315     $ 428                         Patents-gross   15 years   $ 101,143     $ 101,143   Less accumulated amortization         (42,909 )     (36,344 ) Patents-net       $ 58,234     $ 64,799     The Company recognized amortization expense of $6,708 and $7,033 for the year ended June 30, 2024 and June 30, 2023, respectively.   Net Earnings (Loss) per Share Calculations   Net earnings (Loss) per share dictates the calculation of basic earnings (loss) per share and diluted earnings per share. Basic earnings (loss) per share are computed by dividing by the weighted average number of common shares outstanding during the year ended June 30, 2024 and 2023. Diluted net earnings (loss) per share is computed similar to basic earnings (loss) per share except that the denominator is increased to include the effect of stock options and stock-based awards (Note 6).    Year Ended June 30, 2024   The Company calculated the dilutive impact of 266,894,499 outstanding stock options and awards, 78,095,239 common stock purchase warrants, and 8,851 Series C Preferred shares, which are convertible into shares of common stock. Stock options and awards, common stock purchase warrants, and Series C Preferred shares were not included in the calculation of net earnings per share because their impact on income per share is antidilutive.    Year Ended June 30, 2023   The Company calculated the dilutive impact of 163,894,499 outstanding stock options, 86,495,239 common stock purchase warrants, 54,500,000 restricted stock units, and 10,951 Series C Preferred shares, which are convertible into shares of common stock. Stock options and awards, common stock purchase warrants, and Series C Preferred shares were included in the calculation of net earnings per share because their impact on income per share is dilutive, and 10,000,000 of the stock options were not included, because their impact on income per share is antidilutive.       Year Ended       June 30,       2024     2023                 Income (Loss) to common shareholders (Numerator)   $ (9,881,203 )   $ 974,979                     Basic weighted average number of common shares outstanding (Denominator)     5,028,399,413       4,492,448,483                     Diluted weighted average number of common shares outstanding (Denominator)     5,028,399,413       4,787,349,172      2022 Equity Incentive Plans   On January 27, 2022, the Company adopted the 2022 Equity Incentive Plan, to enable the Company to attract and retain the types of employees, consultants, and directors who will contribute to the Company’s long-range success. The maximum number of shares of common stock that may be issued under the 2022 Plan is initially 400,000,000. The number of shares will automatically be increased on the first day of the Company’s fiscal year beginning in 2023 so that the total number of shares issuable will at all times equal fifteen percent (15%) of the Company’s fully diluted capitalization on the first day of the Company’s fiscal year, unless the Board adopts a resolution providing that the number of shares issuable under the 2022 Plan shall not be so increased.   As of June 30, 2024, under the 2022 Equity Incentive Plan, there were 173,600,000 stock options and shares issued, with a reserve of 549,594,742.   2019 Equity Incentive Plan   On December 17, 2018, the Board of Directors approved and adopted the 2019 Equity Incentive Plan (“the Plan”), with 300,000,000 shares reserved for issuance pursuant to the Plan. The purpose of the Plan is to promote the success of the Company and to increase stockholder value by providing an additional means through the grant of awards to attract, motivate, retain and reward selected employees and other eligible persons. The awards are performance-based compensation that are granted under the Plan as incentive stock options (ISO) or nonqualified stock options. The per share exercise price for each option shall not be less than 100% of the fair market value of a share of common stock on the date of grant of the option. The Company periodically issues stock options and warrants to employees and non-employees in non-capital raising transactions for services and for financing cost. The Company accounts for stock option grants issued and vesting to employees and non-employees in accordance with the authoritative guidance of the Financial Accounting Standards Board whereas the value of the stock compensation is based upon the measurement date as determined at either a) the date at which a performance commitment is reached, or b) at the date at which the necessary performance to earn the equity instruments is complete. Non-employee stock-based compensation charges generally are amortized over the vesting period on a straight-line basis. In certain circumstances where there are no future performance requirements by the non-employee, option grants are immediately vested, and the total stock-based compensation charge is recorded in the period of the measurement date.   As of June 30, 2024, under the 2019 Equity Incentive Plan, there were 285,270,561 stock options and shares issued, with a reserve of 14,729,439.   Stock Based Compensation   The Company accounts for stock option grants issued and vesting to employees and non-employees in accordance with the authoritative guidance of the Financial Accounting Standards Board whereas the value of the stock compensation is based upon the measurement date as determined at either a) the date at which a performance commitment is reached, or b) at the date at which the necessary performance to earn the equity instruments is complete. Non-employee stock-based compensation charges generally are amortized over the vesting period on a straight-line basis. In certain circumstances where there are no future performance requirements by the non-employee, option grants are immediately vested, and the total stock-based compensation charge is recorded in the period of the measurement date.   Warrant Accounting    The Company accounts for warrants to purchase shares of common stock using the estimated fair value on the date of issuance as calculated using the Black-Scholes valuation model.   Fair Value of Financial Instruments   Fair value of financial instruments requires disclosure of the fair value information, whether or not recognized on the balance sheet, where it is practicable to estimate that value. As of June 30, 2024, the amounts reported for cash, accrued interest and other expenses, notes payables, convertible notes, and derivative liability approximate the fair value because of their short maturities.   We adopted ASC Topic 820 for financial instruments measured as fair value on a recurring basis. ASC Topic 820 defines fair value, established a framework for measuring fair value in accordance with accounting principles generally accepted in the United States and expands disclosures about fair value measurements.   Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC Topic 820 established a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements).   These tiers include:     ● Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets.     ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active.     ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.   We measure certain financial instruments at fair value on a recurring basis. Assets and liabilities measured at fair value on a recurring basis are as follows (See Note 7):   June 30, 2024       Total     (Level 1)     (Level 2)     (Level 3)   Assets:                         Equity securities, related party   $ 4,101,402     $        -     $ 4,101,402     $       -       $ 4,101,402     $ -     $ 4,101,402     $ -     June 30, 2023       Total     (Level 1)     (Level 2)     (Level 3)   Assets:                         Equity securities, related party   $ 7,655,601     $         -     $ 7,655,601     $         -   Marketable securities     3,188,040       -       3,188,040       -       $ 10,843,641     $ -     $ 10,843,641     $ -     The following is a reconciliation of the derivative liability for which Level 3 inputs were used in determining the approximate fair value:    Balance as of June 30, 2022   $ 26,015,069   Fair value of derivative liability removed     (16,810,682 ) Gain on change in derivative liability     (9,204,387 ) Balance as of June 30, 2023   $ -     As of June 30, 2024 and 2023, all convertible notes were converted into Series C Preferred Stock, and there were no derivative liabilities to report.     Research and Development   Research and development costs are expensed as incurred.  Total research and development costs were $2,568,562 and $3,440,106 for the year ended June 30, 2024 and 2023, respectively.   Advertising and Marketing   Advertising and marketing cost are expensed as incurred. Total advertising and marketing costs were $53,831 and $131,745 for the year ended June 30, 2024 and 2023, respectively.   Accounting for Derivatives   The Company evaluates all of its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. For stock-based derivative financial instruments, the Company uses a probability weighted average series Binomial lattice formula pricing models to value the derivative instruments at inception and on subsequent valuation dates.   The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date.   Recently Issued Accounting Pronouncements   Management believes that no recently issued accounting standards, which are not yet effective, would have a material impact on the accompanying audited financial statements as of June 30, 2024, if adopted at this time.   Reclassification of Expenses   Certain amounts in the 2023 financial statements have been reclassified to conform to the presentation used in the 2024 financial statements. There was no material effect on the Company’s previously issued financial statements.

Preferred Stock	12 Months Ended
	Jun. 30, 2024
Preferred Stock [Abstract]
PREFERRED STOCK	3. PREFERRED STOCK   Series C Preferred Stock   On December 15, 2021, the Company filed a certificate of designation of Series C Preferred Stock with the Secretary of State of Nevada, designating 17,000 shares of preferred stock as Series C Preferred Stock. Each share of Series C Preferred Stock has a stated value of $100 and is convertible into shares of common stock of the Company at a conversion price equal to $0.00095. The Series C Preferred Stockholders are entitled to receive out of any funds and assets of the Company legally available prior and in preference to any declaration or payment of any dividend on the common stock of the Company, cumulative dividends, at an annual rate of 10% of the stated value, payable in cash or shares of common stock. In the event the Company declares or pays a dividend on its shares of common stock (other than dividend payable in shares of common stock), the holders of Series C Preferred Stock will also be entitled to receive payment of such dividend on an as--converted basis. The Series C Preferred Stock confers no voting rights on holders, except with respect to matters that materially and adversely affect the voting powers, rights or preferences of the Series C Preferred Stock or as otherwise required by applicable law.    Series C Preferred Stock (Continued)   The Company entered into securities purchase agreements with accredited investors for an exchange of convertible debt into equity. Under the purchase agreements, the Company and the investors exchanged convertible notes in the amount of $837,800, plus interest in the amount of $255,423, for an aggregate total of $1,095,100 in convertible notes, for 10,951 shares of the Company’s Series C Preferred Stock.   A valuation was prepared based on a stock price of $0.020 as of April 15, 2023 and $0.0185 as of June 19, 2023, with a volatility of 96.6%, as of April 15, 2023 and 82.9% as of June 19, 2023 based on an estimated term of 5 years.   On December 15, 2021, the Company entered into a securities purchase agreement with an accredited investor for an exchange of convertible debt to equity. Under the purchase agreement, the Company and investor acknowledged there was $187,800 of principal remaining under the note issued to the investor by the Company on February 3, 2017, plus $80,365 of accrued interest, representing a total aggregate note balance of $268,165, and a loss on settlement of debt of $1,835. Pursuant to the purchase agreement, the Company sold 2,700 shares of the Company’s newly designated Series C Preferred Stock to an investor, for a total purchase price of $268,165. The investor tendered the Note to the Company for cancellation and agreed to forego all future accrued interest under the Note, as the total purchase price for the shares.   On April 15, 2023, the Company entered into another securities purchase agreement with an investor to exchange the remaining notes with principal of $550,000, plus accrued interest of $126,455, representing a total aggregate note balance of $676,455, and a loss on settlement of debt of $45. Pursuant to the purchase agreement, the Company sold 6,765 shares of the Company’s Series C Preferred Stock to the investor, for a total purchase price of $676,455. The investor tendered the Note to the Company for cancellation and agreed to forego all future accrued interest under the Note, as the total purchase price for the shares.   On June 19, 2023, the Company entered into a securities purchase agreement with an accredited investor for an exchange of convertible debt to equity. Under the purchase agreement, the Company and investor acknowledged there was an aggregate of $100,000 of principal outstanding under the Note issued to the investor by the Company on August 10, 2018, plus $48,603 of accrued interest, representing a total aggregate note balance of $148,603. Pursuant to the Purchase Agreement, the Company issued and sold to the investor 1,486 shares of the Company’s Series C Preferred Stock for a total purchase price of $148,603, and a gain on settlement of debt of $3. The investor tendered the Note to the Company for cancellation and agreed to forego all future accrued interest under the Note, as the total purchase price for the shares.   During the three months ended September 30, 2023, an investor converted 2,100 preferred shares with a stated value of $210,000, at a conversion price of $0.00095. The preferred shares were converted into 221,052,632, no gain or loss was recognized in the financial statements.   The extinguishment of the convertible debt and derivatives were recognized in the Company’s financial statement as a loss on settlement of convertible notes and derivative liability in the amount of $664,627 as of June 30, 2023.   The Company had no derivative liabilities outstanding at the years ended June 30, 2024 and 2023,   Exchange of convertible notes to Series C Preferred Shares       Preferred shares issued     10,951   Stated value of debt and interest   $ 1,095,100   Calculated fair value of preferred shares   $ 17,475,309   Fair value of derivative liability removed   $ (16,810,682 ) Loss on settlement of debt and derivatives   $ (664,627 )    The Series C Preferred Stock was presented as mezzanine equity because it is redeemable at a fixed or determinable amount upon an event that is outside of the issuer’s control. Upon liquidation, dissolution and winding up of the Company, the holder of each outstanding share of Series C Preferred Stock shall be entitled to receive, out of the assets of the Company available for distribution to its shareholders upon such liquidation, before any payments shall be made or any assets distributed to the holders of the common stock, the stated value of the Series C Preferred Shares plus any declared but unpaid dividends. No other current or future equity holders of the Company shall have higher priority of liquidation preference than holders of Series C Preferred Stock. The holder has the right, at any time, at its election, to convert shares of Series C Preferred Stock into common stock at a conversion price of $0.00095 per share.   As of June 30, 2024 and 2023, the Company had 8,851 and 10,951shares of Series C Preferred Stock outstanding, respectively. The fair value of the outstanding shares was $885,100 and1,095,100, respectively.

Common Stock	12 Months Ended
	Jun. 30, 2024
Common Stock [Abstract]
COMMON STOCK	4. COMMON STOCK   Year ended June 30, 2024   On November 11, 2022, the Company entered into a Purchase Agreement with an investor for the sale of up to $45,000,000 of shares of common stock. For the year ended June 30, 2024, the Company issued 86,395,059 shares of common stock for $900,000 under the purchase agreement at prices of $0.00944 - $0.0132, pursuant to purchase notices received from the investor. The finance cost of $21,075 was deducted from the gross proceeds converted, leaving net proceeds of $878,925.   Year ended June 30, 2023   During the year ended June 30, 2023, the Company issued 274,198,530 shares of common stock upon conversion of convertible notes in the amount of $177,500 of principal, plus accrued interest of $82,989 based upon a conversion price of $0.00095 per share. The notes were converted per the terms of their respective agreements and therefore no gain or loss on the conversion was recorded.   On November 11, 2022, the Company entered into a Purchase Agreement with an investor for the sale of up to $45,000,000 of common stock. During the year ended June 30, 2023, the Company issued 141,316,753 shares of common stock for $2,786,464 under the purchase agreement at prices of $0.01264 - $0.02608, pursuant to purchase notices received from the investor. The finance cost of $52,970 was deducted from the gross proceeds converted, leaving net proceeds of $2,733,494.     During the year ended June 30, 2023, a consultant exercised 3,071,412 nonqualified stock options with an exercise price of $0.01 and a market price of $0.027 per share. Upon exercise of the stock options, the Company issued 1,933,852 shares of common stock at the price of $0.017 per share for compensation expense of $32,875.   During the year ended June 30, 2023, two employees were granted 150,000,000 restricted stock awards for services, which vested immediately. The Company withheld 62,400,000 shares at a price of $0.027 to pay for the taxes owed by the employees in the amount of $1,684,800, and the remaining 87,600,000 shares priced at $0.027 per share in the amount of $2,365,200 in stock compensation was reported in the financial statements.

Restricted Stock Units	12 Months Ended
	Jun. 30, 2024
Restricted Stock Units [Abstract]
RESTRICTED STOCK UNITS	5. RESTRICTED STOCK UNITS   On March 30, 2023, the Board of Directors determined that in the best interest of the Company and the Shareholders to grant an employee a restricted stock units in consideration of services to be rendered to the Company. The Board granted 21,500,000 of restricted stock units, which vested on March 30, 2023. Under the 2019 Equity Incentive Plan, an employee was granted 21,500,000 restricted stock units at a price of $0.025 per share for services, which vested on March 30, 2023. On January 30, 2024, the stock units of 21,500,000 were cancelled at a unit price of $0.012 in the amount of $258,000, which was netted against the stock compensation expense during the year   On December 20, 2022 and January 1, 2023, the Board of Directors determined that in the best interest of the Company and the Shareholders, to grant certain employees, a director, and a consultant restricted stock units in consideration of services to be rendered to the Company. The Board granted 33,000,000 restricted stock units under the 2022 Equity Incentive Plan, whereby, 23,000,000 shares vested on January 1, 2023 and 10,000,000 shares, which were to vest on January 1, 2024, but were not granted. During the year ended June 30, 2024, the Company cancelled 20,000,000 of the stock units at a price of $0.012 in the amount of $240,000, which was netted against the stock compensation expense during the period. The remaining 10,000,000 units were to vest on January 1, 2024 were not granted. As of June 30, 2024, there remained a balance of 3,000,000 stock units, with an exercise price of $0.025.   The total stock units cancelled consisted of 21,500,000 units for the 2019 Equity Incentive Plan and 20,000,000 units for the 2022 Equity Incentive Plan for an aggregate total of 41,500,000. As of June 30, 2024, the Company recorded stock compensation expense of $689,984.   The fair value of the units was $618,000 for the 51,500,000 stock units.       6/30/2024     6/30/2023             Weighted           Weighted       Number     average     Number     average       Of     exercise     Of     exercise       Units     price     Units     price   Outstanding, beginning of period     54,500,000     $ 0.025       -     $ -   Granted     -       -       54,500,000     $ 0.025   Stock units not granted     (10,000,000 )     -       -       -   Cancellation of units     (41,500,000 )   $ 0.025       -       -   Outstanding, end of period     3,000,000     $ 0.025       54,500,000     $ 0.025   Exercisable at the end of period     3,000,000     $ 0.025       54,500,000     $ 0.025

Stock Options and Warrants	12 Months Ended
	Jun. 30, 2024
Stock Options and Warrants [Abstract]
STOCK OPTIONS AND WARRANTS	6. STOCK OPTIONS AND WARRANTS   2019 Equity Stock Incentive Plan   On December 17, 2018, the Board of Directors approved and adopted the 2019 Equity Incentive Plan (“the 2019 Plan”), with 300,000,000 shares reserved for issuance. The purpose of the 2019 Plan is to promote the success of the Company and to increase stockholder value by providing an additional means through the grant of awards to attract, motivate, retain and reward selected employees and other eligible persons. The awards are performance-based compensation that are granted under the 2019 Plan as incentive stock options (ISO) or nonqualified stock options. The per share exercise price for each option shall not be less than 100% of the fair market value of a share of common stock on the date of grant of the option. The Company periodically issues stock options and warrants to employees and non-employees in non-capital raising transactions for services and for financing cost.   2022 Equity Stock Incentive Plan   On January 27, 2022, the Company adopted the 2022 Equity Incentive Plan, to enable the Company to attract and retain the types of employees, consultants, and directors who will contribute to the Company’s long-range success. The maximum number of shares of common stock that may be issued under the 2022 Plan is initially 400,000,000. The number of shares will automatically be increased on the first day of the Company’s fiscal year beginning in 2023 so that the total number of shares issuable will at all times equal fifteen percent (15%) of the Company’s fully diluted capitalization on the first day of the Company’s fiscal year, unless the Board adopts a resolution providing that the number of shares issuable under the 2022 Plan shall not be so increased.   As of July 1, 2023, the maximum number of shares issuable under the 2022 Equity Incentive Plan increased by 15% to 723,194,742 shares, based on the Company’s fully diluted capitalization on leaving a reserve of 660,194,742 shares remaining available as of June 30, 2024.   During the period ended June 30, 2024, the Company granted 103,000,000 stock options at an exercise price of $0.012 per share, which vested immediately on January 30, 2024. As of June 30, 2024, 266,894,499 stock options were outstanding, and the Company recognized stock compensation expense of $1,307,984.   A summary of the Company’s stock option activity and related information follows:       6/30/2024     6/30/2023             Weighted           Weighted       Number     average     Number     average       Of     exercise     Of     exercise       Options     price     Options     price   Outstanding, beginning of period     163,894,499     $ 0.0980       157,965,711     $ 0.0089   Granted     103,000,000     $ 0.0120       9,000,000     $ 0.0160   Exercised     -               -       -   Redemption of options     -               (3,071,212 )   $ (0.0100 ) Outstanding, end of period     266,894,499     $ 0.0107       163,894,499     $ 0.0980   Exercisable at the end of period     264,144,499     $ 0.0105       157,894,499     $ 0.0940     The weighted average remaining contractual life of options outstanding as of June 30, 2024 and 2023 was as follows:    6/30/2024     6/30/2023   Exercise Price     Stock Options Outstanding     Stock Options Exercisable     Weighted Average Remaining Contractual Life (years)     Exercise Price     Stock Options Outstanding     Stock Options Exercisable     Weighted Average Remaining Contractual Life (years)   $ 0.016       9,000,000       6,250,000       1.92     $ 0.016       9,000,000       3,000,000       2.92   $ 0.012       103,000,000       103,000,000       5.59     $ -       -       -       -   $ 0.0097       6,000,000       6,000,000       1.59     $ 0.0097       6,000,000       6,000,000       2.59   $ 0.0099       138,894,499       138,894,499       1.57     $ 0.0099       138,894,499       138,894,499       2.57   $ 0.0060       10,000,000       10,000,000       2.06     $ 0.0060       10,000,000       10,000,000       3.06             266,894,499       264,144,499                       163,894,499       157,894,499             WARRANTS   During the year ended June 30, 2024, 8,400,000 common stock purchase warrants expired leaving an aggregate of 78,095,239 common stock purchase warrants outstanding, with an exercise price of $0.121 per share. The warrants were estimated at fair value on the date of issuance as calculated using the Black-Scholes valuation model. The derivative liability calculated on all warrants outstanding as of the Year ended June 30, 2024, was removed with the exchange of the convertible notes and accrued interest for preferred shares. The warrants can be exercised over a period of three (3) years.   A summary of the Company’s warrant activity and related information follows for the Year ended June 30, 2024       6/30/2024             Weighted             average       Number of     exercise       Warrants     price   Outstanding, beginning of period     86,495,239     $ 0.121   Granted     -       -   Exercised     -       -   Forfeited/Expired     (8,400,000 )   $ (0.094 ) Outstanding, end of period     78,095,239     $ 0.121   Exercisable at the end of period     78,095,239     $ 0.121     The weighted average remaining contractual life of warrants outstanding as of June 30, 2024 was as follows:    6/30/2024     Weighted Average   Exercise Price     Warrants Outstanding     Warrants Exercisable     Remaining Contractual Life (years)   $ 0.13125       6,666,667       6,666,667       1.65   $ 0.12       71,428,572       71,428,572       1.67             78,095,239       78,095,239             At June 30, 2024, the aggregate intrinsic value of the warrants outstanding was $0.

Marketable Securities	12 Months Ended
	Jun. 30, 2024
Marketable Securities [Abstract]
MARKETABLE SECURITIES	7. MARKETABLE SECURITIES   As of June 30, 2023, the Company invested in corporate bonds, which were recognized in the financial statements at cost, mature from July 15, 2023 through August 16, 2023, and were held to maturity.   The Company considers corporate bonds (“bonds”) as investments due to their ratings. The bonds are rated based on their default probability, health of the corporation’s debt structure, as well as the overall health of the economy. The bonds fall into the category as investments if they have a rating between AA and BBB.   During the year ended June 30, 2024, the corporate securities in the amount of $3,188,040 matured, and were redeemed on various dates for gross proceeds of $3,000,000. During the years ended June 30, 2024 and 2023, the Company recorded interest income of $54,375 and $137,994, respectively. During the year ended June 30, 2024, the Company recognized a loss of $188,040.   The following table summarizes the amortized cost of the held-to-maturity securities as of June 30, 2023, aggregated by credit quality indicator.       June 30, 2023   AA/A         Corporate Securities   $ 1,856,405   BBB         Corporate Securities     1,331,635   Total   $ 3,188,040

Equity Securities, Related Party and Convertible Notes Receivable, Related Party	12 Months Ended
	Jun. 30, 2024
Equity Securities, Related Party and Convertible Notes Receivable, Related Party [Abstract]
EQUITY SECURITIES, RELATED PARTY AND CONVERTIBLE NOTES RECEIVABLE, RELATED PARTY	8. EQUITY SECURITIES, RELATED PARTY AND CONVERTIBLE NOTES RECEIVABLE, RELATED PARTY   On November 11, 2022, the Company entered into a subscription agreement with TECO 2030 ASA (“TECO”). TECO is a Norwegian based clean tech company developing zero-emission technology for the maritime and heavy industry. They are developing PEM hydrogen fuel cell stacks and PEM hydrogen fuel cell modules, that enable ships and other heavy-duty applications to become emissions-free. The company is listed on Euronext Growth on Oslo Stock Exchange under the ticker TECO. Pursuant to the subscription agreement, the Company purchased 13,443,875 shares of TECO stock for an aggregate consideration of $7 million in USD, at an exchange rate of NOK 10.4094. The stocks purchased are adjusted to fair value based on unrealized gain or loss at the end of each period. At the time of this transaction, the Company and TECO became related parties due to the Company owning an 8.3% interest in TECO. Subsequent to the equity purchase, Timothy Young, CEO of the Company, was elected to the board of TECO in January of 2023.   Also, on November 11, 2022 the Company purchased a bond receivable of TECO for a subscription amount of $3 million. The issuance of the bond receivable is through a Tap Issue Addendum to TECO’s secured convertible notes agreement dated June 1, 2022, pursuant to which Nordic Trustee AS is acting as the security agent on behalf of the note holders. The bond receivable would have matured on June 1, 2025, and would have been converted into shares at a rate of NOK 5.0868 per share. The note bore interest at the rate of 8% per annum, which was paid quarterly in arrears. For the year ended June 30, 2024 and 2023, the Company recognized interest income of $226,094 and $113,913, respectively.   In April of 2024, all investors of TECO bonds received an option to convert their bonds to receive one share for every two NOK. On May 24, 2024 the Company agreed to the terms and conversion, and agreed to receive 15,884,744 shares of TECO stock in exchange for the convertible bond receivable of $3,000,000 and unpaid interest. The bond receivable had a principal amount of NOK 31,228,200, and accrued and unpaid interest up to May 24, 2024 of NOK 541,289, for a total of NOK 31,769,489. The value of the shares converted on May 24, 2024 was $3,139,302 with contributed capital gain on conversion of convertible bond of $85,815 and interest received of $53,487 as reflected in the statement of operations.   On September 10, 2024, after a delay to allow time for legal review and clarification of the investment statements, the bond was returned. Upon receipt of the 15,884,744 shares, the Company owns a total of 29,328,619 shares, which as of September 23, 2024 represents 13.29% of the outstanding shares of TECO.   The CEO of the Company elected to not seek reelection to the board of directors at the annual general meeting in June and is no longer a director of TECO after June 19, 2024. The CEO of the Company never received compensation of any kind for his role as director from January of 2023 through June 19, 2024.   The following table summarizes our equity investments in TECO:   Date of Investment   Number of Shares     Cost Basis     Fair Value as of June 30, 2022     Unrealized Gain     Fair Value as of June 30, 2023     Unrealized Loss     Fair Value as of June 30, 2024   November 24, 2022     13,443,875     $ 7,000,000     $ -     $ 655,601     $ 7,655,601     $ (5,775,569 )   $ 1,880,032   May 24, 2024     15,884,744       3,139,302       -       -       -       (917,932 )     2,221,370   Total     29,328,619     $ 10,139,302     $           -     $ 655,601     $ 7,655,601     $ (6,693,501 )   $ 4,101,402

Investment Income	12 Months Ended
	Jun. 30, 2024
Investment Income [Abstract]
INVESTMENT INCOME	9. INVESTMENT INCOME   The following table summarizes our investment income.       June 30, 2024     June 30, 2023   Interest earned on cash (NOTE 2)   $ 455,772     $ 257,661   Interest earned on Treasury Bills (NOTE 2)     1,136,520       559,340   Interest earned on Certificates of Deposit (NOTE 10)     123,881       -   Interest earned on Corporate Bonds (NOTE 7)     54,375       137,994   Interest earned on TECO bond (NOTE 8)     226,094       113,913   Dividends and other     17,332       80,951   Total investment income   $ 2,013,974     $ 1,149,859

Short Term Investments	12 Months Ended
	Jun. 30, 2024
Short Term Investments [Abstract]
SHORT TERM INVESTMENTS	10. SHORT TERM INVESTMENTS   On September 12, 2023, the Company invested in a $5,000,000 certificate of deposit (CD), which matured on March 12, 2024. CDs should be reported as part of cash and cash equivalents at cost plus accrued interest if less than 90 days from the purchase date, and on its own line in the financial statements if the purchase is greater than 90 days. The CD has been classified as a short-term investment due to the length of time to maturity at acquisition and was measured using Level 2. The certificate of the deposit matured, and was reinvested. The Company recognized interest income of $123,881 in the financial statements as of June 30, 2024.

Commitments and Contingencies	12 Months Ended
	Jun. 30, 2024
Commitments and Contingencies [Abstract]
COMMITMENTS AND CONTINGENCIES	11. COMMITMENTS AND CONTINGENCIES   Effective October 1, 2023, the Company extended its research agreement with the University of Iowa through September 30, 2024. As consideration under the research agreement, the University of Iowa will receive a maximum of $365,493 from the Company in four equal installments of $91,373. The agreement can be terminated by either party upon sixty (60) days prior written notice to the other. As of June 30, 2024, there is a balance due of $274,121 per the agreement.   Effective October 1, 2023, the Company extended its research agreement with the University of Michigan through September 30, 2024. As consideration under the research agreement, the University of Michigan received payments of $223,645 on the $298,194 research agreement. The research agreement was amended for an additional $85,000, which will be paid in four installments. . In the event of early termination by the Sponsor, the Sponsor will pay all costs accrued by the University as of the date of termination, including non-cancellable obligations. As of June 30, 2024, there is a balance due of $120,274 per the agreement.   The Company began renting lab space in February 2022. The lab rental is on a month-to-month basis and is cancellable with a thirty (30) day notice. On April 1, 2024, the Company renewed the space needed for its lab work at a monthly rent of $6,400 per month. Due to the rental being month-to-month, ASC 842 lease accounting is not applicable.   In the normal course of business, the Company may be involved in legal proceedings, claims and assessments arising in the ordinary course of business. Such matters are subject to many uncertainties, and outcomes are not predictable with assurance. In the opinion of management, the ultimate disposition of these matters will not have a material adverse effect on the Company’s financial position or results of operation.

Deferred Tax Benefit	12 Months Ended
	Jun. 30, 2024
Deferred Tax Benefit [Abstract]
DEFERRED TAX BENEFIT	12. DEFERRED TAX BENEFIT   The Company files income tax returns in the U.S. Federal jurisdiction, and the state of California. With few exceptions, the Company is no longer subject to U.S. federal, state and local, or non-U.S. income tax examinations by tax authorities for years before 2021.    Deferred income taxes have been provided by temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for tax purposes. To the extent allowed by GAAP, we provide valuation allowances against the deferred tax assets for amount when the realization is uncertain. Included in the balance at June 30, 2024 and 2023, are no tax positions for which the ultimate deductibility is highly certain, but for which there is uncertainty about the timing of such deductibility.  Because of the impact of deferred tax accounting, other than interest and penalties, the disallowance of the shorter deductibility period would not affect the annual effective tax rate but would accelerate the payment of cash to the taxing authority to an earlier period.     The Company’s policy is to recognize interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. During the year ended June 30, 2024 and 2023, the Company did not recognize interest or penalties.    At June 30, 2023, the Company had net operating loss carry-forward of approximately $25,304,800, which expires in future years. No tax benefit has been reported in the June 30, 2024 and 2023 financial statements, since the potential tax benefit is offset by a valuation allowance of the same amount.    The income tax provision differs from the amount of income tax determined by applying the U.S. federal income tax rate to pretax income from continuing operations for the years ended June 30, 2024 and 2023 due to the following:         6/30/2024     6/30/2023   Book income (loss)   $ (2,075,055 )   $ 204,745   Non-deductible expenses     1,535,200       1,975,885   Depreciation and amortization     3,455       (860 ) Valuation Allowance     536,400       (2,179,770 )                   Income tax expense   $ -     $ -     Deferred taxes are provided on a liability method, whereby deferred tax assets are recognized for deductible differences and operating loss and tax credit carry-forward and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the difference between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.    Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.    Net deferred tax liabilities consist of the following components as of June 30, 2024 and 2023:        6/30/2024     6/30/2023   Deferred tax assets:             NOL carryover   $ (5,314,015 )   $ (5,163,215 ) Research and development     1,009,530       736,330   Related party accrual     9,625       30,125   Deferred tax liabilities:                 Depreciation and amortization     (3,095 )     (4,485 )                   Less Valuation Allowance   $ 4,297,955     $ 4,401,245                     Income tax expense   $ -     $ -     Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry-forward for Federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carry-forward may be limited as to use in future years.    The Company’s tax returns for the previous three years remain open for audit by the respective tax jurisdictions.

Related Party	12 Months Ended
	Jun. 30, 2024
Related Party [Abstract]
RELATED PARTY	13. RELATED PARTY   Shareholders Loan   As of June 30, 2024, the Company reported an accrual associated with the CEO’s prior years’ salary in the amount of $211,750 for the current year, which is recorded in related party accrued expenses. The Company began accruing the salary in 2011 and used the funds for operating expenses. During the period ended December 31, 2022, the accrued salary was reclassified as a loan from the CEO, with an interest rate of five percent (5%). The loan will be repaid with monthly payments of $9,290, including interest and principal over a two-year period. As of June 30, 2024, the principal balance remaining on the loan was $45,829, and interest paid during the year ended June 30, 2024 was $4,558.   Other Related Party Activity   See Note 8 for related party transactions with respect to TECO 2030 A.S.A.. for 2023 and 2024 periods.

Convertible Promissory Notes	12 Months Ended
	Jun. 30, 2024
Convertible Promissory Notes [Abstract]
CONVERTIBLE PROMISSORY NOTES	14. CONVERTIBLE PROMISSORY NOTES   As of June 30, 2024 and 2023, there were no outstanding convertible promissory notes. All convertible notes were exchanged for Series C Preferred Shares.   The Company issued a 10% convertible promissory note on November 9, 2017 (the “Nov 2017 Note”) in the aggregate principal amount of up to $500,000. The Company received tranches for an aggregate principal total of $500,000. The Nov 2017 Note had a maturity date of November 9, 2018, with an automatic extension of sixty (60) months from the effective date of the note. The Nov 2017 Note is convertible into shares of common stock of the Company at a price equal to a variable conversion price of the lesser of $0.01 per share or fifty percent (50%) of the lowest trading price since the original effective date of the note or the lowest effective price per share granted to any person or entity after the effective date to acquire common stock. If the Company fails to deliver shares in accordance with the timeframe of three (3) business days of the receipt of a notice of conversion, the lender, at any time prior to selling all of those shares, may rescind any portion, in whole or in part of that particular conversion attributable to the unsold shares and have the rescinded conversion amount returned to the principal sum with the rescinded conversion shares returned to the Company. In no event shall the lender be entitled to convert any portion of the Nov 2017 Note to the extent such conversion would result in beneficial ownership by the lender and its affiliates of more than 4.99% of the outstanding shares of common stock of the Company. In addition, for each conversion in the event that shares are not delivered by the fourth business day (inclusive of the day of conversion), a penalty of $1,500 per day shall be assessed for each day after the third business day (inclusive of the day of the conversion) until the shares are delivered. During the year ended June 30, 2023, the Company issued 274,198,530 shares of common stock upon the conversion of principal in the amount of $177,500, plus accrued interest of $82,989. As of June 30, 2023, the balance remaining was $0.   The Company issued a 10% convertible promissory note on June 27, 2018 (the “Jun 2018 Note”) in the aggregate principal amount of up to $500,000. The Company received tranches for an aggregate principal total of $500,000. The Jun 2018 Note matured on June 27, 2019, which was automatically extended for sixty (60) months from the effective date of the note. The Jun 2018 Note is convertible into shares of common stock of the Company at a price equal to a variable conversion price of the lesser of $0.01 per share or fifty percent (50%) of the lowest trading price since the original effective date of the note or the lowest effective price per share granted to any person or entity after the effective date to acquire common stock. If the Company fails to deliver shares in accordance with the timeframe of three (3) business days of the receipt of a notice of conversion, the lender, at any time prior to selling all of those shares, may rescind any portion, in whole or in part of that particular conversion attributable to the unsold shares and have the rescinded conversion amount returned to the principal sum with the rescinded conversion shares returned to the Company. In no event shall the lender be entitled to convert any portion of the Jun 2018 Note to the extent such conversion would result in beneficial ownership by the lender and its affiliates of more than 4.99% of the outstanding shares of common stock of the Company. In addition, for each conversion, in the event, that shares are not delivered by the fourth business day (inclusive of the day of conversion), a penalty of $1,500 per day shall be assessed for each day after the third business day (inclusive of the day of the conversion) until the shares are delivered. The balance of the Jun 2018 Note of $500,000, plus interest was exchanged for Series C Preferred Shares, leaving a remaining balance at June 30, 2023 of $0.   The Company issued a 10% convertible promissory note on August 10, 2018 (the “Aug 2018 Note”) in the aggregate principal amount of up to $100,000. The Aug 2018 Note had a maturity date of August 10, 2019, with an extension of sixty (60) months from the date of the note. The Aug 2018 Note matures on August 10, 2023. The Aug 2018 Note may be converted into shares of the Company’s common stock at a conversion price of the lesser of a) $0.005 per share or b) sixty-one (61%) percent of the lowest trading price per common stock recorded on any trade day after the effective date. The conversion feature of the Aug 2018 Note was considered a derivative in accordance with current accounting guidelines because of the reset conversion features of the Note. The balance of the Aug 2018 Note of $100,000, plus interest was exchanged for Series C Preferred Shares, leaving a remaining balance at June 30, 2023 of $0.   On April 15, 2020, the Company issued a convertible promissory note (the “Apr 2020 Note”) to an investor in the aggregate principal amount of $50,000. The Company received tranches for an aggregate principal total of $50,000. The Apr 2020 Note matures twelve (12) months from the effective dates of each respective tranche, such that the Apr 2020 Note matures on April 15, 2021, with an automatic extension of sixty (60) months from the effective date of each tranche. The Apr Note is convertible into shares of common stock of the Company at a variable conversion price of the lesser of $0.01 per share or fifty percent (50%) of the lowest trading price of the common stock recorded on any trade day after the effective date, or (c) the lowest effective price per share granted to any person or entity after the effective date to acquire common stock. If the Company fails to deliver shares in accordance with the timeframe of four (4) business days of the receipt of a notice of conversion, the lender, at any time prior to selling all of those shares, may rescind any portion, in whole or in part of that particular conversion attributable to the unsold shares and have the rescinded conversion amount returned to the principal sum with the rescinded conversion shares returned to the Company. In no event shall the lender be entitled to convert any portion of the Apr 2020 Note to the extent such conversion would result in beneficial ownership by the lender and its affiliates of more than 4.99% of the outstanding shares of common stock of the Company. In addition, for each conversion, in the event that shares are not delivered by the fourth business day (inclusive of the day of conversion), a penalty of $2,000 per day shall be assessed for each day after the fourth business day (inclusive of the day of the conversion) until the shares are delivered. The conversion feature of the April 2020 Note was considered a derivative in accordance with current accounting guidelines because of the reset conversion features of the Apr 2020 Note. The balance of the Apr 2020 Note of $50,000, plus interest was exchanged for Series C Preferred Shares, leaving a remaining balance as of June 30, 2023 of $0.

Derivative Liabilities	12 Months Ended
	Jun. 30, 2024
Derivative Liabilities [Abstract]
DERIVATIVE LIABILITIES	15. DERIVATIVE LIABILITIES   ASC Topic 815 provides guidance applicable to convertible debt issued by the Company in instances where the number into which the debt can be converted is not fixed. For example, when a convertible debt converts at a discount to market based on the stock price on the date of conversion, ASC Topic 815 requires that the embedded conversion option of the convertible debt be bifurcated from the host contract and recorded at their fair value. In accounting for derivatives under accounting standards, the Company recorded a liability representing the estimated present value of the conversion feature considering the historic volatility of the Company’s stock, and a discount representing the imputed interest associated with the embedded derivative. The discount is amortized over the life of the convertible debt, and the derivative liability is adjusted periodically according to stock price fluctuations.   In accordance with ASC No. 820, “Fair Value Measurements and Disclosures”, the Company measures its liability related to convertible notes and warrants at fair value using Black Scholes. They are valued using alternative pricing sources and models utilizing market observable inputs. The liability related to the convertible notes and warrants is classified within Level 3 value hierarchy because the liability is based on present value calculations and external valuation models whose inputs include market interest rates, estimated operational capitalization rates, volatilities and illiquidity. Unobservable inputs used in these models are significant.   During the year ended June 30, 2023, the Company recorded a net gain change in derivative of $9,204,387 in the statement of operations, due to the removal of the derivatives for the warrants and the convertible notes, for the exchange of the convertible notes and accrued interest for Series C Preferred Shares.

Subsequent Events	12 Months Ended
	Jun. 30, 2024
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	16. SUBSEQUENT EVENTS   Management evaluated subsequent events as of the date of the financial statements pursuant to ASC TOPIC 855 and had the following subsequent events to report.   On September 6, 2024, the Company issued 32,051,283 shares of common stock at a price of $0.0156 per share in the amount of $500,000, pursuant to a purchase notice under the purchase agreement.   On September 13, 2024, the Company issued 37,055,336 shares of common stock at a price of $0.02024 per share in the amount of $750,000, pursuant to a purchase notice under the purchase agreement.   On September 16, 2024, Mark Richardson resigned as a director of SunHydrogen, Inc. Mr. Richardson’s resignation will be effective September 30, 2024. Mr. Richardson’s resignation was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.   On September 30, 2024, the Company issued 49,407,115 shares of common stock at a price of $0.02024 per share in the amount of $1,000,000, pursuant to a purchase notice under the purchase agreement.

Pay vs Performance Disclosure - USD ($)	12 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Pay vs Performance Disclosure
Net Income (Loss)	$ (9,881,203)	$ 974,979

Insider Trading Arrangements	3 Months Ended
	Jun. 30, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Accounting Policies, by Policy (Policies)	12 Months Ended
	Jun. 30, 2024
Summary of Significant Accounting Policies [Abstract]
Cash and Cash Equivalent	Cash and Cash Equivalent The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. The following table provides detail of our cash and cash equivalents.     June 30, 2024     June 30, 2023   Cash   $ 29,365,997     $ 13,928,552   U.S. Treasury bills     9,678,798       22,157,437   U.S. Treasury obligations     -       1,100,000   Total cash and cash equivalents   $ 39,044,795     $ 37,185,989   The U.S. Treasury bills and the U.S. Treasury obligations have a credit quality indicator of AA/A.
Concentration risk	Concentration risk Cash includes amounts deposited in financial institutions in excess of insurable Federal Deposit Insurance Company (FDIC) limits. At times throughout the year, the Company may maintain cash balances in certain bank accounts in excess of the FDIC limits. As of June 30, 2024, the cash balance in excess of the FDIC limits was $37,125,346. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk in these accounts.
Marketable Securities	Marketable Securities Corporate bonds and U.S. Treasuries are considered current, based on their liquidity. The Company considers corporate bonds (“bonds”) as investments due to their ratings. The bonds are rated based on their default probability, health of the corporation’s debt structure, as well as the overall health of the economy. The bonds fall into the category as investments if they have a rating of AAA and BBB. We consider our investments held to maturity and we believe there are no other than temporary declines in fair value. Our investments are recorded at historical cost.
Use of Estimates	Use of Estimates In accordance with accounting principles generally accepted in the United States, management utilizes estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements as well as the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. These estimates and assumptions relate to useful lives and impairment of tangible and intangible assets, accruals, income taxes, stock-based compensation expense, fair value of financial instruments, and other factors. Management believes it has exercised reasonable judgment in deriving these estimates. Consequently, a change in conditions could affect these estimates.
Property and Equipment	Property and Equipment Property and equipment are stated at cost and are depreciated using straight line over its estimated useful lives. Computers and peripheral equipment   5 Years Vehicle   5 Years During the year ended June 30, 2024, the Company traded a vehicle used for a mobile office and transportation of equipment. The Company recognized a gain of $55,166. The Company recognized depreciation expense of $35,247 and $36,535 for the year ended June 30, 2024 and 2023, respectively.
Intangible Assets	Intangible Assets The Company has patent applications to protect the inventions and processes behind its proprietary bio-based back-sheet, a protective covering for the back of photovoltaic solar modules traditionally made from petroleum-based film. Intangible assets that have finite useful lives continue to be amortized over their useful lives.     Useful Lives   6/30/2024     6/30/2023                     Domain-gross   15 years   $ 5,315     $ 5,315   Less accumulated amortization         (5,315 )     (5,286 ) Domain-net       $ -     $ 29                         Trademark-gross   10 years   $ 1,142     $ 1,142   Less accumulated amortization         (827 )     (714 ) Domain-net       $ 315     $ 428                         Patents-gross   15 years   $ 101,143     $ 101,143   Less accumulated amortization         (42,909 )     (36,344 ) Patents-net       $ 58,234     $ 64,799   The Company recognized amortization expense of $6,708 and $7,033 for the year ended June 30, 2024 and June 30, 2023, respectively.
Net Earnings (Loss) per Share Calculations	Net Earnings (Loss) per Share Calculations Net earnings (Loss) per share dictates the calculation of basic earnings (loss) per share and diluted earnings per share. Basic earnings (loss) per share are computed by dividing by the weighted average number of common shares outstanding during the year ended June 30, 2024 and 2023. Diluted net earnings (loss) per share is computed similar to basic earnings (loss) per share except that the denominator is increased to include the effect of stock options and stock-based awards (Note 6).  Year Ended June 30, 2024 The Company calculated the dilutive impact of 266,894,499 outstanding stock options and awards, 78,095,239 common stock purchase warrants, and 8,851 Series C Preferred shares, which are convertible into shares of common stock. Stock options and awards, common stock purchase warrants, and Series C Preferred shares were not included in the calculation of net earnings per share because their impact on income per share is antidilutive.  Year Ended June 30, 2023 The Company calculated the dilutive impact of 163,894,499 outstanding stock options, 86,495,239 common stock purchase warrants, 54,500,000 restricted stock units, and 10,951 Series C Preferred shares, which are convertible into shares of common stock. Stock options and awards, common stock purchase warrants, and Series C Preferred shares were included in the calculation of net earnings per share because their impact on income per share is dilutive, and 10,000,000 of the stock options were not included, because their impact on income per share is antidilutive.     Year Ended       June 30,       2024     2023                 Income (Loss) to common shareholders (Numerator)   $ (9,881,203 )   $ 974,979                     Basic weighted average number of common shares outstanding (Denominator)     5,028,399,413       4,492,448,483                     Diluted weighted average number of common shares outstanding (Denominator)     5,028,399,413       4,787,349,172   2022 Equity Incentive Plans On January 27, 2022, the Company adopted the 2022 Equity Incentive Plan, to enable the Company to attract and retain the types of employees, consultants, and directors who will contribute to the Company’s long-range success. The maximum number of shares of common stock that may be issued under the 2022 Plan is initially 400,000,000. The number of shares will automatically be increased on the first day of the Company’s fiscal year beginning in 2023 so that the total number of shares issuable will at all times equal fifteen percent (15%) of the Company’s fully diluted capitalization on the first day of the Company’s fiscal year, unless the Board adopts a resolution providing that the number of shares issuable under the 2022 Plan shall not be so increased. As of June 30, 2024, under the 2022 Equity Incentive Plan, there were 173,600,000 stock options and shares issued, with a reserve of 549,594,742.   2019 Equity Incentive Plan On December 17, 2018, the Board of Directors approved and adopted the 2019 Equity Incentive Plan (“the Plan”), with 300,000,000 shares reserved for issuance pursuant to the Plan. The purpose of the Plan is to promote the success of the Company and to increase stockholder value by providing an additional means through the grant of awards to attract, motivate, retain and reward selected employees and other eligible persons. The awards are performance-based compensation that are granted under the Plan as incentive stock options (ISO) or nonqualified stock options. The per share exercise price for each option shall not be less than 100% of the fair market value of a share of common stock on the date of grant of the option. The Company periodically issues stock options and warrants to employees and non-employees in non-capital raising transactions for services and for financing cost. The Company accounts for stock option grants issued and vesting to employees and non-employees in accordance with the authoritative guidance of the Financial Accounting Standards Board whereas the value of the stock compensation is based upon the measurement date as determined at either a) the date at which a performance commitment is reached, or b) at the date at which the necessary performance to earn the equity instruments is complete. Non-employee stock-based compensation charges generally are amortized over the vesting period on a straight-line basis. In certain circumstances where there are no future performance requirements by the non-employee, option grants are immediately vested, and the total stock-based compensation charge is recorded in the period of the measurement date. As of June 30, 2024, under the 2019 Equity Incentive Plan, there were 285,270,561 stock options and shares issued, with a reserve of 14,729,439.
Stock Based Compensation	The Company accounts for stock option grants issued and vesting to employees and non-employees in accordance with the authoritative guidance of the Financial Accounting Standards Board whereas the value of the stock compensation is based upon the measurement date as determined at either a) the date at which a performance commitment is reached, or b) at the date at which the necessary performance to earn the equity instruments is complete. Non-employee stock-based compensation charges generally are amortized over the vesting period on a straight-line basis. In certain circumstances where there are no future performance requirements by the non-employee, option grants are immediately vested, and the total stock-based compensation charge is recorded in the period of the measurement date.
Warrant Accounting	Warrant Accounting  The Company accounts for warrants to purchase shares of common stock using the estimated fair value on the date of issuance as calculated using the Black-Scholes valuation model.
Fair Value of Financial Instruments	Fair Value of Financial Instruments Fair value of financial instruments requires disclosure of the fair value information, whether or not recognized on the balance sheet, where it is practicable to estimate that value. As of June 30, 2024, the amounts reported for cash, accrued interest and other expenses, notes payables, convertible notes, and derivative liability approximate the fair value because of their short maturities. We adopted ASC Topic 820 for financial instruments measured as fair value on a recurring basis. ASC Topic 820 defines fair value, established a framework for measuring fair value in accordance with accounting principles generally accepted in the United States and expands disclosures about fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC Topic 820 established a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). These tiers include:   ● Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets.   ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active.     ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. We measure certain financial instruments at fair value on a recurring basis. Assets and liabilities measured at fair value on a recurring basis are as follows (See Note 7): June 30, 2024     Total     (Level 1)     (Level 2)     (Level 3)   Assets:                         Equity securities, related party   $ 4,101,402     $        -     $ 4,101,402     $       -       $ 4,101,402     $ -     $ 4,101,402     $ -   June 30, 2023     Total     (Level 1)     (Level 2)     (Level 3)   Assets:                         Equity securities, related party   $ 7,655,601     $         -     $ 7,655,601     $         -   Marketable securities     3,188,040       -       3,188,040       -       $ 10,843,641     $ -     $ 10,843,641     $ -   The following is a reconciliation of the derivative liability for which Level 3 inputs were used in determining the approximate fair value:  Balance as of June 30, 2022   $ 26,015,069   Fair value of derivative liability removed     (16,810,682 ) Gain on change in derivative liability     (9,204,387 ) Balance as of June 30, 2023   $ -   As of June 30, 2024 and 2023, all convertible notes were converted into Series C Preferred Stock, and there were no derivative liabilities to report.
Research and Development	Research and Development Research and development costs are expensed as incurred.  Total research and development costs were $2,568,562 and $3,440,106 for the year ended June 30, 2024 and 2023, respectively.
Advertising and Marketing	Advertising and Marketing Advertising and marketing cost are expensed as incurred. Total advertising and marketing costs were $53,831 and $131,745 for the year ended June 30, 2024 and 2023, respectively.
Accounting for Derivatives	Accounting for Derivatives The Company evaluates all of its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. For stock-based derivative financial instruments, the Company uses a probability weighted average series Binomial lattice formula pricing models to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date.
Recently Issued Accounting Pronouncements	Recently Issued Accounting Pronouncements Management believes that no recently issued accounting standards, which are not yet effective, would have a material impact on the accompanying audited financial statements as of June 30, 2024, if adopted at this time.
Reclassification of Expenses	Reclassification of Expenses Certain amounts in the 2023 financial statements have been reclassified to conform to the presentation used in the 2024 financial statements. There was no material effect on the Company’s previously issued financial statements.

Summary of Significant Accounting Policies (Tables)	12 Months Ended
	Jun. 30, 2024
Summary of Significant Accounting Policies [Abstract]
Schedule of Cash and Cash Equivalents	The following table provides detail of our cash and cash equivalents.     June 30, 2024     June 30, 2023   Cash   $ 29,365,997     $ 13,928,552   U.S. Treasury bills     9,678,798       22,157,437   U.S. Treasury obligations     -       1,100,000   Total cash and cash equivalents   $ 39,044,795     $ 37,185,989
Schedule of Property and Equipment are Stated at Cost and are Depreciated Using Straight Line Over its Estimated Useful Lives	Property and equipment are stated at cost and are depreciated using straight line over its estimated useful lives. Computers and peripheral equipment   5 Years Vehicle   5 Years
Schedule of Intangible Assets that Have Finite Useful Lives	Intangible assets that have finite useful lives continue to be amortized over their useful lives.     Useful Lives   6/30/2024     6/30/2023                     Domain-gross   15 years   $ 5,315     $ 5,315   Less accumulated amortization         (5,315 )     (5,286 ) Domain-net       $ -     $ 29                         Trademark-gross   10 years   $ 1,142     $ 1,142   Less accumulated amortization         (827 )     (714 ) Domain-net       $ 315     $ 428                         Patents-gross   15 years   $ 101,143     $ 101,143   Less accumulated amortization         (42,909 )     (36,344 ) Patents-net       $ 58,234     $ 64,799
Schedule of Common Stock Purchase Warrants	Stock options and awards, common stock purchase warrants, and Series C Preferred shares were included in the calculation of net earnings per share because their impact on income per share is dilutive, and 10,000,000 of the stock options were not included, because their impact on income per share is antidilutive.     Year Ended       June 30,       2024     2023                 Income (Loss) to common shareholders (Numerator)   $ (9,881,203 )   $ 974,979                     Basic weighted average number of common shares outstanding (Denominator)     5,028,399,413       4,492,448,483                     Diluted weighted average number of common shares outstanding (Denominator)     5,028,399,413       4,787,349,172
Schedule of Cash and Cash Equivalents	We measure certain financial instruments at fair value on a recurring basis. Assets and liabilities measured at fair value on a recurring basis are as follows (See Note 7):     Total     (Level 1)     (Level 2)     (Level 3)   Assets:                         Equity securities, related party   $ 4,101,402     $        -     $ 4,101,402     $       -       $ 4,101,402     $ -     $ 4,101,402     $ -       Total     (Level 1)     (Level 2)     (Level 3)   Assets:                         Equity securities, related party   $ 7,655,601     $         -     $ 7,655,601     $         -   Marketable securities     3,188,040       -       3,188,040       -       $ 10,843,641     $ -     $ 10,843,641     $ -
Schedule of Reconciliation of the Derivative Liability for Which Level 3 Inputs	The following is a reconciliation of the derivative liability for which Level 3 inputs were used in determining the approximate fair value: Balance as of June 30, 2022   $ 26,015,069   Fair value of derivative liability removed     (16,810,682 ) Gain on change in derivative liability     (9,204,387 ) Balance as of June 30, 2023   $ -

Preferred Stock (Tables)	12 Months Ended
	Jun. 30, 2024
Preferred Stock [Abstract]
Schedule of Exchange of Convertible Notes to Series C Preferred Shares	Exchange of convertible notes to Series C Preferred Shares       Preferred shares issued     10,951   Stated value of debt and interest   $ 1,095,100   Calculated fair value of preferred shares   $ 17,475,309   Fair value of derivative liability removed   $ (16,810,682 ) Loss on settlement of debt and derivatives   $ (664,627 )

Restricted Stock Units (Tables)	12 Months Ended
	Jun. 30, 2024
Restricted Stock Units [Abstract]
Schedule of Recognized in the Financial Statement	The fair value of the units was $618,000 for the 51,500,000 stock units.     6/30/2024     6/30/2023             Weighted           Weighted       Number     average     Number     average       Of     exercise     Of     exercise       Units     price     Units     price   Outstanding, beginning of period     54,500,000     $ 0.025       -     $ -   Granted     -       -       54,500,000     $ 0.025   Stock units not granted     (10,000,000 )     -       -       -   Cancellation of units     (41,500,000 )   $ 0.025       -       -   Outstanding, end of period     3,000,000     $ 0.025       54,500,000     $ 0.025   Exercisable at the end of period     3,000,000     $ 0.025       54,500,000     $ 0.025

Stock Options and Warrants (Tables)	12 Months Ended
	Jun. 30, 2024
Stock Options and Warrants [Line Items]
Schedule of the Company's Stock Option Activity and Related Information	A summary of the Company’s stock option activity and related information follows:     6/30/2024     6/30/2023             Weighted           Weighted       Number     average     Number     average       Of     exercise     Of     exercise       Options     price     Options     price   Outstanding, beginning of period     163,894,499     $ 0.0980       157,965,711     $ 0.0089   Granted     103,000,000     $ 0.0120       9,000,000     $ 0.0160   Exercised     -               -       -   Redemption of options     -               (3,071,212 )   $ (0.0100 ) Outstanding, end of period     266,894,499     $ 0.0107       163,894,499     $ 0.0980   Exercisable at the end of period     264,144,499     $ 0.0105       157,894,499     $ 0.0940
Schedule of weighted average remaining contractual life of warrants outstanding	The weighted average remaining contractual life of options outstanding as of June 30, 2024 and 2023 was as follows: 6/30/2024     6/30/2023   Exercise Price     Stock Options Outstanding     Stock Options Exercisable     Weighted Average Remaining Contractual Life (years)     Exercise Price     Stock Options Outstanding     Stock Options Exercisable     Weighted Average Remaining Contractual Life (years)   $ 0.016       9,000,000       6,250,000       1.92     $ 0.016       9,000,000       3,000,000       2.92   $ 0.012       103,000,000       103,000,000       5.59     $ -       -       -       -   $ 0.0097       6,000,000       6,000,000       1.59     $ 0.0097       6,000,000       6,000,000       2.59   $ 0.0099       138,894,499       138,894,499       1.57     $ 0.0099       138,894,499       138,894,499       2.57   $ 0.0060       10,000,000       10,000,000       2.06     $ 0.0060       10,000,000       10,000,000       3.06             266,894,499       264,144,499                       163,894,499       157,894,499
Warrant [Member]
Stock Options and Warrants [Line Items]
Schedule of the Company's Stock Option Activity and Related Information	A summary of the Company’s warrant activity and related information follows for the Year ended June 30, 2024     6/30/2024             Weighted             average       Number of     exercise       Warrants     price   Outstanding, beginning of period     86,495,239     $ 0.121   Granted     -       -   Exercised     -       -   Forfeited/Expired     (8,400,000 )   $ (0.094 ) Outstanding, end of period     78,095,239     $ 0.121   Exercisable at the end of period     78,095,239     $ 0.121
Schedule of weighted average remaining contractual life of warrants outstanding	The weighted average remaining contractual life of warrants outstanding as of June 30, 2024 was as follows: 6/30/2024     Weighted Average   Exercise Price     Warrants Outstanding     Warrants Exercisable     Remaining Contractual Life (years)   $ 0.13125       6,666,667       6,666,667       1.65   $ 0.12       71,428,572       71,428,572       1.67             78,095,239       78,095,239

Marketable Securities (Tables)	12 Months Ended
	Jun. 30, 2024
Marketable Securities [Abstract]
Schedule of Amortized Cost of the Held-to-Maturity Securities	The following table summarizes the amortized cost of the held-to-maturity securities as of June 30, 2023, aggregated by credit quality indicator.     June 30, 2023   AA/A         Corporate Securities   $ 1,856,405   BBB         Corporate Securities     1,331,635   Total   $ 3,188,040

Equity Securities, Related Party and Convertible Notes Receivable, Related Party (Tables)	12 Months Ended
	Jun. 30, 2024
Equity Securities, Related Party and Convertible Notes Receivable, Related Party [Abstract]
Schedule of Summarizes our Equity Investments in TECO	The following table summarizes our equity investments in TECO: Date of Investment   Number of Shares     Cost Basis     Fair Value as of June 30, 2022     Unrealized Gain     Fair Value as of June 30, 2023     Unrealized Loss     Fair Value as of June 30, 2024   November 24, 2022     13,443,875     $ 7,000,000     $ -     $ 655,601     $ 7,655,601     $ (5,775,569 )   $ 1,880,032   May 24, 2024     15,884,744       3,139,302       -       -       -       (917,932 )     2,221,370   Total     29,328,619     $ 10,139,302     $           -     $ 655,601     $ 7,655,601     $ (6,693,501 )   $ 4,101,402

Investment Income (Tables)	12 Months Ended
	Jun. 30, 2024
Investment Income [Abstract]
Schedule of Investment Income	The following table summarizes our investment income.     June 30, 2024     June 30, 2023   Interest earned on cash (NOTE 2)   $ 455,772     $ 257,661   Interest earned on Treasury Bills (NOTE 2)     1,136,520       559,340   Interest earned on Certificates of Deposit (NOTE 10)     123,881       -   Interest earned on Corporate Bonds (NOTE 7)     54,375       137,994   Interest earned on TECO bond (NOTE 8)     226,094       113,913   Dividends and other     17,332       80,951   Total investment income   $ 2,013,974     $ 1,149,859

Deferred Tax Benefit (Tables)	12 Months Ended
	Jun. 30, 2024
Deferred Tax Benefit [Abstract]
Schedule of Income Tax Provision Differs from the Amount of Income Tax	The income tax provision differs from the amount of income tax determined by applying the U.S. federal income tax rate to pretax income from continuing operations for the years ended June 30, 2024 and 2023 due to the following:      6/30/2024     6/30/2023   Book income (loss)   $ (2,075,055 )   $ 204,745   Non-deductible expenses     1,535,200       1,975,885   Depreciation and amortization     3,455       (860 ) Valuation Allowance     536,400       (2,179,770 )                   Income tax expense   $ -     $ -
Schedule of Net Deferred Tax Liabilities	Net deferred tax liabilities consist of the following components as of June 30, 2024 and 2023:     6/30/2024     6/30/2023   Deferred tax assets:             NOL carryover   $ (5,314,015 )   $ (5,163,215 ) Research and development     1,009,530       736,330   Related party accrual     9,625       30,125   Deferred tax liabilities:                 Depreciation and amortization     (3,095 )     (4,485 )                   Less Valuation Allowance   $ 4,297,955     $ 4,401,245                     Income tax expense   $ -     $ -

Summary of Significant Accounting Policies (Details) - USD ($)					12 Months Ended
	Jun. 19, 2023	Apr. 15, 2023	Jan. 27, 2022	Dec. 17, 2018	Jun. 30, 2024	Jun. 30, 2023
Summary of Significant Accounting Policies [Line Items]
Federal deposit insurance company (in Dollars)					$ 37,125,346
Gain recognized amount (in Dollars)					55,166
Depreciation expense (in Dollars)					35,247	36,535
Amortization expense (in Dollars)					$ 6,708	$ 7,033
Common stock purchase warrants					78,095,239
Income per share dilutive amount						10,000,000
Number of shares	1,486	6,765
Stock option
Total research and development costs (in Dollars)					$ 2,568,562	$ 3,440,106
Total advertising and marketing costs (in Dollars)					$ 53,831	$ 131,745
Series C Preferred Stock [Member]
Summary of Significant Accounting Policies [Line Items]
Common stock purchase warrant issued					8,851	10,951
2022 Equity Incentive Plans [Member]
Summary of Significant Accounting Policies [Line Items]
Number of shares			400,000,000
Diluted stock percentage			15.00%
Stock option					173,600,000
Shares reserved					549,594,742
2019 Equity Incentive Plan [Member]
Summary of Significant Accounting Policies [Line Items]
Stock option					285,270,561
Shares reserved				300,000,000	14,729,439
Fair market value percentage				100.00%
Dilutive Impacts [Member]
Summary of Significant Accounting Policies [Line Items]
Outstanding stock options					266,894,499	163,894,499
Common stock purchase warrants					78,095,239	86,495,239
Dilutive Impacts [Member] | Series C Preferred Stock [Member]
Summary of Significant Accounting Policies [Line Items]
Common stock purchase warrant issued					8,851	10,951
Restricted Stock or Unit Expense (in Dollars)						$ 54,500,000

Summary of Significant Accounting Policies (Details) - Schedule of Cash and Cash Equivalents - USD ($)	Jun. 30, 2024	Jun. 30, 2023
Cash and Cash Equivalents [Line Items]
Total cash and cash equivalents	$ 39,044,795	$ 37,185,989
Cash [Member]
Cash and Cash Equivalents [Line Items]
Total cash and cash equivalents	29,365,997	13,928,552
U.S. Treasury bills [Member]
Cash and Cash Equivalents [Line Items]
Total cash and cash equivalents	9,678,798	22,157,437
U.S. Treasury obligations [Member]
Cash and Cash Equivalents [Line Items]
Total cash and cash equivalents		$ 1,100,000

Summary of Significant Accounting Policies (Details) - Schedule of Property and Equipment are Stated at Cost and are Depreciated Using Straight Line Over its Estimated Useful Lives	Jun. 30, 2024
Computers and peripheral equipment [Member]
Schedule of Property and Equipment are Stated at Cost and are Depreciated Using Straight Line Over its Estimated Useful Lives [Line Items]
Estimated useful lives	5 years
Vehicle [Member]
Schedule of Property and Equipment are Stated at Cost and are Depreciated Using Straight Line Over its Estimated Useful Lives [Line Items]
Estimated useful lives	5 years

Summary of Significant Accounting Policies (Details) - Schedule of Intangible Assets that Have Finite Useful Lives - USD ($)	Jun. 30, 2024	Jun. 30, 2023
Domain [Member]
Schedule of Intangible Assets that Have Finite Useful Lives [Line Items]
Useful Lives	15 years
Intangible assets - gross	$ 5,315	$ 5,315
Less accumulated amortization	(5,315)	(5,286)
Intangible assets - net		29
Trademark [Member]
Schedule of Intangible Assets that Have Finite Useful Lives [Line Items]
Useful Lives	10 years
Intangible assets - gross	$ 1,142	1,142
Less accumulated amortization	(827)	(714)
Intangible assets - net	$ 315	428
Patents [Member]
Schedule of Intangible Assets that Have Finite Useful Lives [Line Items]
Useful Lives	15 years
Intangible assets - gross	$ 101,143	101,143
Less accumulated amortization	(42,909)	(36,344)
Intangible assets - net	$ 58,234	$ 64,799

Summary of Significant Accounting Policies (Details) - Schedule of Common Stock Purchase Warrants - USD ($)	12 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Schedule of Common Stock Purchase Warrants [Abstract]
Income (Loss) to common shareholders (Numerator) (in Dollars)	$ (9,881,203)	$ 974,979
Basic weighted average number of common shares outstanding (Denominator)	5,028,399,413	4,492,448,483
Diluted weighted average number of common shares outstanding (Denominator)	5,028,399,413	4,787,349,172

Summary of Significant Accounting Policies (Details) - Schedule of Assets and Liabilities Measured at Fair Value on a Recurring Basis - USD ($)	Jun. 30, 2024	Jun. 30, 2023
Assets:
Equity securities, related party	$ 4,101,402	$ 7,655,601
Marketable securities		3,188,040
Total	4,101,402	10,843,641
Level 1 [Member]
Assets:
Equity securities, related party
Marketable securities
Total
Level 2 [Member]
Assets:
Equity securities, related party	4,101,402	7,655,601
Marketable securities		3,188,040
Total	4,101,402	10,843,641
Level 3 [Member]
Assets:
Equity securities, related party
Marketable securities
Total

Summary of Significant Accounting Policies (Details) - Schedule of Reconciliation of the Derivative Liability for Which Level 3 Inputs - Level 3 [Member]	12 Months Ended
	Jun. 30, 2023 USD ($)
Summary of Significant Accounting Policies (Details) - Schedule of Reconciliation of the Derivative Liability for Which Level 3 Inputs [Line Items]
Balance	$ 26,015,069
Fair value of derivative liability removed	(16,810,682)
Gain on change in derivative liability	(9,204,387)
Balance

Preferred Stock (Details) - USD ($)						3 Months Ended	12 Months Ended
	Jun. 19, 2023	Apr. 15, 2023	Dec. 15, 2021	Apr. 30, 2020	Feb. 03, 2017	Sep. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Preferred Stock [Line Items]
Preferred stock stated value								$ 32,875
Interest							$ 255,423
Conversion price (in Dollars per share)	$ 0.0185	$ 0.02
Volatility rate	82.90%	96.60%
Estimated term	5 years
Aggregate note balance	$ 148,603
Settlement of debt	$ 3	$ 45			$ 1,835
Company sold shares (in Shares)	1,486	6,765
Principal outstanding amount		$ 550,000
Accrued interest	$ 48,603	126,455
Total aggregate amount		676,455
Preferred shares (in Shares)							10,951
Conversion price						$ 210,000
Converted preferred shares (in Shares)						221,052,632
Fair value of outstanding shares							$ 885,100	1,095,100
Purchase Agreement [Member]
Preferred Stock [Line Items]
Principal amount			$ 187,800
Accrued interest					80,365
Aggregate note balance					$ 268,165
Company sold shares (in Shares)					2,700
Convertible Promissory Notes [Member]
Preferred Stock [Line Items]
Aggregate principal amount	100,000
Series C Preferred Stock [Member]
Preferred Stock [Line Items]
Preferred stock designated shares (in Shares)			17,000
Preferred stock stated value			$ 100	$ 50,000			$ 100,000
Conversion price per share (in Dollars per share)			$ 0.00095				$ 0.00095
Dividend percentage			10.00%
Convertible notes							$ 1,095,100	$ 664,627
Convertible notes shares (in Shares)							10,951
Purchase price	$ 148,603	$ 676,455			$ 268,165
Preferred shares (in Shares)						2,100
Preferred Stock outstanding (in Shares)							8,851	10,951
Fair value of outstanding shares							$ 885,100	$ 1,095,100
Series C Preferred Stock [Member] | Investors [Member]
Preferred Stock [Line Items]
Convertible notes							$ 837,800
Common Stock [Member]
Preferred Stock [Line Items]
Preferred stock stated value								$ 1,934
Conversion price per share (in Dollars per share)						$ 0.00095

Preferred Stock (Details) - Schedule of Exchange of Convertible Notes to Series C Preferred Shares	12 Months Ended
	Jun. 30, 2024 USD ($) shares
Schedule of Exchange of Convertible Notes to Series C Preferred Shares [Abstract]
Preferred shares issued (in Shares) | shares	10,951
Stated value of debt and interest	$ 1,095,100
Calculated fair value of preferred shares	17,475,309
Fair value of derivative liability removed	(16,810,682)
Loss on settlement of debt and derivatives	$ (664,627)

Common Stock (Details) - USD ($)				3 Months Ended	12 Months Ended
	Jun. 19, 2023	Apr. 15, 2023	Nov. 11, 2022	Sep. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Common Stock [Line Items]
Sale of common stock (in Shares)	1,486	6,765
Shares issued (in Shares)						274,198,530
Net proceeds					$ 878,925	$ 2,733,494
conversion of stock (in Shares)						274,198,530
Conversion amount				$ 210,000
Nonqualified stock option (in Shares)						3,071,412
Nonqualified stock option, exercise price (in Dollars per share)						$ 0.01
Market price per share (in Dollars per share)						$ 0.027
Common stock shares issued (in Shares)					5,087,245,974	4,821,298,283
Price per share (in Dollars per share)						$ 0.027
Compensation expense					$ 689,984
Share Price (in Dollars per share)						$ 0.027
Amount owed by employees						$ 1,684,800
Remaining shares (in Shares)						87,600,000
Stock Option [Member]
Common Stock [Line Items]
Common stock shares issued (in Shares)						1,933,852
Price per share (in Dollars per share)						$ 0.017
Compensation expense						$ 32,875
Common Stock [Member]
Common Stock [Line Items]
Sale of common stock (in Shares)			45,000,000
Shares issued (in Shares)					86,395,059	141,316,753
Shares issued price					$ 900,000	$ 2,786,464
Common stock, convertible, conversion price, decrease (in Dollars per share)					$ 0.00944	$ 0.01264
Common stock, convertible, conversion price, increase (in Dollars per share)					$ 0.0132	$ 0.02608
Finance cost					$ 21,075	$ 52,970
Net proceeds					878,925
Conversion amount						$ 177,500
Conversion price (in Dollars per share)						$ 0.00095
Stock compensation						$ 2,365,200
Common Stock [Member] | Purchase Agreement [Member]
Common Stock [Line Items]
Sale of common stock (in Shares)			45,000,000
Series C Preferred Stock [Member]
Common Stock [Line Items]
Convertible notes amount					$ 1,095,100	664,627
Series C Preferred Stock [Member] | Employees [Member]
Common Stock [Line Items]
Convertible notes amount						62,400,000
Common Stock [Member]
Common Stock [Line Items]
Net proceeds						$ 2,733,494
conversion of stock (in Shares)						1,933,852
Accrued interest						$ 82,989
Restricted stock awards (in Shares)						44,500,000
Common Stock [Member] | Employees [Member]
Common Stock [Line Items]
Restricted stock awards (in Shares)						150,000,000

Restricted Stock Units (Details) - USD ($)					12 Months Ended
	Jan. 30, 2024	Jan. 01, 2024	Mar. 30, 2023	Jan. 01, 2023	Jun. 30, 2024	Jun. 30, 2023	Jun. 19, 2023	Apr. 15, 2023
Restricted Stock Units [Line Items]
Stock price per share (in Dollars per share)							$ 0.0185	$ 0.02
Stock cancelled price (in Dollars per share)						$ 0.027
Shares vested				10,000,000
Price per share (in Dollars per share)						$ 0.027
Stock units cancelled					41,500,000
Stock compensation expense (in Dollars)					$ 689,984
Cancellation amount (in Dollars)					$ 618,000
Stock units					51,500,000
Stock Option Plan [Member]
Restricted Stock Units [Line Items]
Stock price per share (in Dollars per share)					$ 0.025
Stock units					3,000,000
Restricted Stock Awards [Member]
Restricted Stock Units [Line Items]
Issuance of common stock for restricted stock awards			21,500,000	33,000,000
Stock compensation expense (in Dollars)					$ 240,000
Shares vested				23,000,000
Restricted Stock Awards [Member] | Stock Option Plan [Member]
Restricted Stock Units [Line Items]
Issuance of common stock for restricted stock awards			21,500,000
Stock price per share (in Dollars per share)			$ 0.025
Stock units	21,500,000
Stock cancelled price (in Dollars per share)	$ 0.012
Stock compensation expense (in Dollars)	$ 258,000
Restricted Stock Units (RSUs) [Member]
Restricted Stock Units [Line Items]
Issuance of common stock for restricted stock awards		10,000,000
Service [Member] | Stock Option Plan [Member]
Restricted Stock Units [Line Items]
Price per share (in Dollars per share)					$ 0.012
Consultant [Member] | Restricted Stock Awards [Member]
Restricted Stock Units [Line Items]
Issuance of common stock for restricted stock awards					20,000,000
2019 Equity Incentive Plan [Member]
Restricted Stock Units [Line Items]
Stock units cancelled					21,500,000
2022 Equity Incentive Plan [Member]
Restricted Stock Units [Line Items]
Stock units cancelled					20,000,000

Restricted Stock Units (Details) - Schedule of Recognized in the Financial Statement - Restricted Stock [Member] - $ / shares	12 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Schedule of Recognized in the Financial Statement [Line Items]
Number of units, Outstanding	54,500,000
Weighted average exercise price, Outstanding	$ 0.025
Number of units, Granted		54,500,000
Weighted average exercise price, Granted		$ 0.025
Number of units, Stock units not granted	(10,000,000)
Weighted average exercise price, Stock units not granted
Number of units, Cancellation of units	(41,500,000)
Weighted average exercise price, Cancellation of units	$ 0.025
Number of units, outstanding	3,000,000	54,500,000
Weighted average exercise price, Outstanding	$ 0.025	$ 0.025
Number of units, exercisable	3,000,000	54,500,000
Weighted average exercise price, exercisable	$ 0.025	$ 0.025

Stock Options and Warrants (Details) - USD ($)				12 Months Ended
	Jul. 01, 2023	Jan. 27, 2022	Dec. 17, 2018	Jun. 30, 2024
2022 Equity Stock Incentive Plan [Member]
Stock Options and Warrants [Line Items]
Percentage of exercise option			100.00%
Percentage of exercise option issuable		15.00%
Equity incentive plan	15.00%
Incentive plan	723,194,742
Diluted capitalization	660,194,742
Stock options granted				103,000,000
Stock options at an exercise price (in Dollars per share)				$ 0.012
Stock options outstanding				266,894,499
Stock compensation expense (in Dollars)				$ 1,307,984
Warrant [Member]
Stock Options and Warrants [Line Items]
Common stock purchase warrants				8,400,000
Common stock purchase warrants				78,095,239
Warrant exercise price (in Dollars per share)				$ 0.121
Exercised period				3 years
Aggregate intrinsic value (in Dollars)				$ 0
2019 Equity Incentive Plan [Member] | Restricted Stock Awards [Member] | 2022 Equity Stock Incentive Plan [Member]
Stock Options and Warrants [Line Items]
Shares reserved for issuance			300,000,000
Equity Incentive [Member] | 2022 Equity Stock Incentive Plan [Member]
Stock Options and Warrants [Line Items]
Issuance pursuant to the plan		400,000,000

Stock Options and Warrants (Details) - Schedule of the Company's Stock Option Activity and Related Information - $ / shares	12 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Schedule of the Company's Stock Option Activity and Related Information [Abstract]
Number of options, Outstanding beginning of period	163,894,499	157,965,711
Weighted average exercise price, Outstanding beginning of period	$ 0.098	$ 0.0089
Number of options, Granted	103,000,000	9,000,000
Weighted average exercise price, Granted	$ 0.012	$ 0.016
Number of options, Exercised
Weighted average exercise price, Exercised
Number of options, Redemption of options		(3,071,212)
Weighted average exercise price, Redemption of options		$ (0.01)
Number of options, Outstanding end of period	266,894,499	163,894,499
Weighted average exercise price, Outstanding end of period	$ 0.0107	$ 0.098
Number of options, Exercisable	264,144,499	157,894,499
Weighted average exercise price, Exercisable	$ 0.0105	$ 0.094

Stock Options and Warrants (Details) - Schedule of Weighted Average Remaining Contractual Life of Options Outstanding - $ / shares	12 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Schedule of Weighted Average Remaining Contractual Life of Options Outstanding [Line Items]
Stock Options Outstanding	266,894,499	163,894,499
Stock Options Exercisable	264,144,499	157,894,499
0.016 [Member]
Schedule of Weighted Average Remaining Contractual Life of Options Outstanding [Line Items]
Exercise Price (in Dollars per share)	$ 0.016	$ 0.016
Stock Options Outstanding	9,000,000	9,000,000
Stock Options Exercisable	6,250,000	3,000,000
Weighted Average Remaining Contractual Life (years)	1 year 11 months 1 day	2 years 11 months 1 day
0.012 [Member]
Schedule of Weighted Average Remaining Contractual Life of Options Outstanding [Line Items]
Exercise Price (in Dollars per share)	$ 0.012
Stock Options Outstanding	103,000,000
Stock Options Exercisable	103,000,000
Weighted Average Remaining Contractual Life (years)	5 years 7 months 2 days
0.0097 [Member]
Schedule of Weighted Average Remaining Contractual Life of Options Outstanding [Line Items]
Exercise Price (in Dollars per share)	$ 0.0097	$ 0.0097
Stock Options Outstanding	6,000,000	6,000,000
Stock Options Exercisable	6,000,000	6,000,000
Weighted Average Remaining Contractual Life (years)	1 year 7 months 2 days	2 years 7 months 2 days
0.0099 [Member]
Schedule of Weighted Average Remaining Contractual Life of Options Outstanding [Line Items]
Exercise Price (in Dollars per share)	$ 0.0099	$ 0.0099
Stock Options Outstanding	138,894,499	138,894,499
Stock Options Exercisable	138,894,499	138,894,499
Weighted Average Remaining Contractual Life (years)	1 year 6 months 25 days	2 years 6 months 25 days
0.0060 [Member]
Schedule of Weighted Average Remaining Contractual Life of Options Outstanding [Line Items]
Exercise Price (in Dollars per share)	$ 0.006	$ 0.006
Stock Options Outstanding	10,000,000	10,000,000
Stock Options Exercisable	10,000,000	10,000,000
Weighted Average Remaining Contractual Life (years)	2 years 21 days	3 years 21 days

Stock Options and Warrants (Details) - Schedule of Company's Warrant Activity and Related Information - Warrant [Member]	12 Months Ended
	Jun. 30, 2024 $ / shares shares
Schedule of Company's Warrant Activity and Related Information [Line Items]
Number of Warrants, Outstanding, beginning (in Shares) | shares	86,495,239
Weighted average exercise price, Outstanding	$ 0.121
Number of Warrants, Granted (in Shares) | shares
Weighted average exercise price, Granted
Number of Warrants, Exercised
Weighted average exercise price, Exercised
Number of Warrants, Outstanding, end of period (in Shares) | shares	(8,400,000)
Weighted average exercise price, Outstanding, end of period	$ (0.094)
Number of units, outstanding (in Shares) | shares	78,095,239
Weighted average exercise price, Outstanding	$ 0.121
Number of Warrants, Exercisable (in Shares) | shares	78,095,239
Weighted average exercise price, Exercisable	$ 0.121

Stock Options and Warrants (Details) - Schedule of weighted average remaining contractual life of warrants outstanding	12 Months Ended
	Jun. 30, 2024 $ / shares shares
Schedule of Aggregate Intrinsic Value of the Warrants Outstanding [Line Items]
Warrants Outstanding	78,095,239
Warrants Exercisable	78,095,239
0.13125 [Member]
Schedule of Aggregate Intrinsic Value of the Warrants Outstanding [Line Items]
Exercise Price (in Dollars per share) | $ / shares	$ 0.13125
Warrants Outstanding	6,666,667
Warrants Exercisable	6,666,667
Weighted Average Remaining Contractual Life (years)	1 year 7 months 24 days
0.12 [Member]
Schedule of Aggregate Intrinsic Value of the Warrants Outstanding [Line Items]
Exercise Price (in Dollars per share) | $ / shares	$ 0.12
Warrants Outstanding	71,428,572
Warrants Exercisable	71,428,572
Weighted Average Remaining Contractual Life (years)	1 year 8 months 1 day

Marketable Securities (Details) - USD ($)	12 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Marketable Securities [Line Items]
Securities amount		$ 3,188,040
Gross proceeds	878,925	2,733,494
Interest income	54,375	137,994
Recognized loss	188,040
Corporate Segment [Member]
Marketable Securities [Line Items]
Securities amount	3,188,040
Gross proceeds	$ 3,000,000

Marketable Securities (Details) - Schedule of Amortized Cost of the Held-to-Maturity Securities - USD ($)	Jun. 30, 2024	Jun. 30, 2023
Schedule of Amortized Cost of the Held-to-Maturity Securities [Line Items]
Total		$ 3,188,040
AA/A Corporate Securities [Member]
Schedule of Amortized Cost of the Held-to-Maturity Securities [Line Items]
Total		1,856,405
BBB Corporate Securities [Member]
Schedule of Amortized Cost of the Held-to-Maturity Securities [Line Items]
Total		$ 1,331,635

Equity Securities, Related Party and Convertible Notes Receivable, Related Party (Details)					12 Months Ended
	May 24, 2024 USD ($) shares	May 24, 2024 NOK (kr) shares	Nov. 11, 2022 USD ($) shares	Nov. 11, 2022 kr / shares	Jun. 30, 2024 USD ($)	Jun. 30, 2023 USD ($)	Sep. 10, 2024 shares
Equity Securities, Related Party and Convertible Notes Receivable, Related Party [Line Items]
Purchased shares (in Shares) | shares			13,443,875
Aggregate consideration			$ 7,000,000
Exchange rate			10.4094	10.4094
Interest rate as shareholder			8.30%
Subscription amount			$ 3,000,000
Maturity date			Jun. 01, 2025	Jun. 01, 2025
Convertible share (in Krone per share) | kr / shares				kr 5.0868
Interest rate percentage			8.00%	8.00%
Interest income					$ 2,013,974	$ 1,149,859
Agreed to receive shares (in Shares) | shares	15,884,744	15,884,744
Unpaid interest amount	$ 3,000,000
Contributed capital gain	3,139,302
Conversion of convertible bond	85,815				85,815
Interest received	$ 53,487
Total shares (in Shares) | shares							29,328,619
TECO Bonds [Member]
Equity Securities, Related Party and Convertible Notes Receivable, Related Party [Line Items]
Principal amount (in Krone) | kr		kr 31,228,200
Accrued and unpaid interest (in Krone) | kr		541,289
Total shares (in Shares) | shares							15,884,744
TECO Bonds [Member] | Investor [Member]
Equity Securities, Related Party and Convertible Notes Receivable, Related Party [Line Items]
Accrued and unpaid interest (in Krone) | kr		kr 31,769,489
Interest Earned on TECO bond [Member]
Equity Securities, Related Party and Convertible Notes Receivable, Related Party [Line Items]
Interest income					$ 226,094	$ 113,913
TECO [Member]
Equity Securities, Related Party and Convertible Notes Receivable, Related Party [Line Items]
Outstanding shares percentage							13.29%

Equity Securities, Related Party and Convertible Notes Receivable, Related Party (Details) - Schedule of Summarizes our Equity Investments in TECO - USD ($)	12 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2022
Schedule of Percentage of Ownership of Teco’s Common Stock That Makes This a Related Party Relationship [Line Items]
Number of Shares (in Shares)			29,328,619
Cost Basis			$ 10,139,302
Fair Value	$ 4,101,402	$ 7,655,601
Unrealized Gain (Loss)	(6,693,501)	655,601
November 24, 2022 [Member]
Schedule of Percentage of Ownership of Teco’s Common Stock That Makes This a Related Party Relationship [Line Items]
Number of Shares (in Shares)			13,443,875
Cost Basis			$ 7,000,000
Fair Value	1,880,032	7,655,601
Unrealized Gain (Loss)	(5,775,569)	655,601
May 24, 2024 [Member]
Schedule of Percentage of Ownership of Teco’s Common Stock That Makes This a Related Party Relationship [Line Items]
Number of Shares (in Shares)			15,884,744
Cost Basis			$ 3,139,302
Fair Value	2,221,370
Unrealized Gain (Loss)	$ (917,932)

Investment Income (Details) - Schedule of Investment Income - USD ($)	12 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Schedule of Investment Income [Line Items]
Total investment income	$ 2,013,974	$ 1,149,859
Interest earned on cash [Member]
Schedule of Investment Income [Line Items]
Total investment income	455,772	257,661
Interest earned on Treasury Bills [Member]
Schedule of Investment Income [Line Items]
Total investment income	1,136,520	559,340
Interest earned on Certificates of Deposit [Member]
Schedule of Investment Income [Line Items]
Total investment income	123,881
Interest earned on Corporate Bonds [Member]
Schedule of Investment Income [Line Items]
Total investment income	54,375	137,994
Interest earned on TECO bond [Member]
Schedule of Investment Income [Line Items]
Total investment income	226,094	113,913
Dividends and other [Member]
Schedule of Investment Income [Line Items]
Total investment income	$ 17,332	$ 80,951

Short Term Investments (Details) - USD ($)	12 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Sep. 12, 2023	Nov. 11, 2022
Short Term Investments [Line Items]
Certificate of deposit			$ 5,000,000
Mature date				Jun. 01, 2025
Interest income	$ 54,375	$ 137,994
Certificates of Deposit [Member]
Short Term Investments [Line Items]
Mature date	Mar. 12, 2024
Interest income	$ 123,881

Commitments and Contingencies (Details) - USD ($)		12 Months Ended
	Oct. 01, 2023	Jun. 30, 2024	Apr. 01, 2024
Commitments and Contingencies [Line Items]
Rental amount			$ 6,400
Research Agreement [Member]
Commitments and Contingencies [Line Items]
Consideration amount	$ 298,194
University of Lowa [Member]
Commitments and Contingencies [Line Items]
Consideration amount	365,493
Equal installments amount	91,373
Due per agreement		$ 274,121
University of Michigan [Member]
Commitments and Contingencies [Line Items]
Consideration amount	223,645
Equal installments amount	85,000
Due per agreement	$ 120,274

Deferred Tax Benefit (Details)	Jun. 30, 2023 USD ($)
Deferred Tax Benefit [Abstract]
Operating loss carry-forward	$ 25,304,800

Deferred Tax Benefit (Details) - Schedule of Income Tax Provision Differs from the Amount of Income Tax - USD ($)	12 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Schedule of Income Tax Provision Differs from the Amount of Income Tax [Abstract]
Book income (loss)	$ (2,075,055)	$ 204,745
Non-deductible expenses	1,535,200	1,975,885
Depreciation and amortization	3,455	(860)
Valuation Allowance	536,400	(2,179,770)
Income tax expense

Deferred Tax Benefit (Details) - Schedule of Net Deferred Tax Liabilities - USD ($)	12 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Deferred tax assets:
NOL carryover	$ (5,314,015)	$ (5,163,215)
Research and development	1,009,530	736,330
Related party accrual	9,625	30,125
Deferred tax liabilities:
Depreciation and amortization	(3,095)	(4,485)
Less Valuation Allowance	4,297,955	4,401,245
Income tax expense

Related Party (Details) - USD ($)	6 Months Ended	12 Months Ended
	Dec. 31, 2022	Jun. 30, 2024	Jun. 30, 2023
Related Party [Line Items]
Accrued expenses		$ 140,558	$ 628
Accrued salary interest rate	5.00%
Loan [Member]
Related Party [Line Items]
Repaid monthly payment		9,290
Interest paid		45,829
CEO [Member] | Related Party [Member]
Related Party [Line Items]
Accrued expenses		$ 211,750

Convertible Promissory Notes (Details) - USD ($)				12 Months Ended
	Dec. 15, 2021	Apr. 30, 2020	Apr. 15, 2020	Jun. 30, 2024	Jun. 30, 2023	Aug. 10, 2018	Jun. 27, 2018	Nov. 09, 2017
Convertible Promissory Notes [Line Items]
Common stock shares (in Shares)					274,198,530
Principal amount					$ 177,500
Exchanged conversion amount					32,875
Convertible Promissory Note [Member]
Convertible Promissory Notes [Line Items]
Convertible promissory note percentage						10.00%	10.00%	10.00%
Aggregate principal amount				$ 50,000		$ 100,000	$ 500,000	$ 500,000
Conversion penalty				$ 1,500
Aug 2018 Note [Member]
Convertible Promissory Notes [Line Items]
Conversion price (in Dollars per share)				$ 0.005
Apr 2020 Note [Member]
Convertible Promissory Notes [Line Items]
Convertible promissory note percentage			50.00%
Line of Credit [Member]
Convertible Promissory Notes [Line Items]
Accrued interest					82,989
Remaining balance				$ 0	0
Nov 2017 [Member]
Convertible Promissory Notes [Line Items]
Aggregate principal amount				$ 500,000
Conversion price (in Dollars per share)				$ 0.01
Convertible notes interest rate				50.00%
Percentage of beneficial ownership				4.99%
Jun 2018 Note [Member]
Convertible Promissory Notes [Line Items]
Aggregate principal amount				$ 500,000
Conversion price (in Dollars per share)				$ 0.01
Convertible notes interest rate				50.00%
Percentage of beneficial ownership				4.99%
Conversion penalty				$ 1,500
Apr 2020 Note [Member]
Convertible Promissory Notes [Line Items]
Aggregate principal amount				50,000
Conversion price (in Dollars per share)			$ 0.01
Percentage of beneficial ownership			4.99%
Conversion penalty			$ 2,000
Remaining balance		$ 0
Series C Preferred Stock [Member]
Convertible Promissory Notes [Line Items]
Exchanged conversion amount	$ 100	$ 50,000		$ 100,000
Series C Preferred Stock [Member] | Line of Credit [Member]
Convertible Promissory Notes [Line Items]
Accrued interest					500,000
Remaining balance					$ 0
Common Stock [Member]
Convertible Promissory Notes [Line Items]
Common stock shares (in Shares)				86,395,059	141,316,753
Common Stock [Member] | Aug 2018 Note [Member]
Convertible Promissory Notes [Line Items]
Convertible promissory note percentage				61.00%

Derivative Liabilities (Details) - USD ($)	12 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Derivative Liabilities [Abstract]
Net gain change in derivative		$ 9,204,387

Subsequent Events (Details) - USD ($)	Sep. 30, 2024	Sep. 13, 2024	Sep. 06, 2024	Jun. 30, 2024	Jun. 30, 2023
Subsequent Event [Line Items]
Common stock, shares issued				5,087,245,974	4,821,298,283
Purchase price					$ 0.027
Common stock, value				$ 5,087,246	$ 4,821,298
Subsequent Event [Member]
Subsequent Event [Line Items]
Common stock, shares issued		37,055,336	32,051,283
Purchase price		$ 0.02024	$ 0.0156
Common stock, value		$ 750,000	$ 500,000
Forecast [Member]
Subsequent Event [Line Items]
Common stock, shares issued	49,407,115
Purchase price	$ 0.02024
Common stock, value	$ 1,000,000

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