Troika Media (TRKA) S-1 4 Apr 22 IPO registration Financial data

Cover

Cover	6 Months Ended
	Dec. 31, 2021
Cover [Abstract]
Entity Registrant Name	TROIKA MEDIA GROUP, INC.
Entity Central Index Key	0001021096
Document Type	S-1
Amendment Flag	false
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Filer Category	Non-accelerated Filer
Entity File Number	001-40329
Entity Incorporation State Country Code	NV
Entity Tax Identification Number	83-0401552
Entity Address Address Line 1	1715 N. Gower St.
Entity Address City Or Town	Los Angeles
Entity Address State Or Province	CA
Entity Address Postal Zip Code	90028
City Area Code	323
Local Phone Number	965-1650
Security 12b Title	Common Shares, $.001 par value
Trading Symbol	TRKA
Security Exchange Name	NASDAQ

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($)	Dec. 31, 2021	Jun. 30, 2021	Jun. 30, 2020
current assets:
Cash and cash equivalents	$ 5,982,000	$ 12,066,000	$ 1,706,000
Accounts receivable, net	1,241,000	1,327,000	841,000
Prepaid expenses	232,000	670,000	143,000
Other assets - short term portion		1,000	1,000
Other assets - short term portion	65,000	1,000	615,000
Total current assets	7,520,000	14,064,000	2,691,000
Other assets -long term portion	629,000	626,000
Property and equipment, net	374,000	343,000	344,000
Operating lease right-of-use assets, net	6,356,000	6,887,000	8,297,000
Intangible assets, net	2,259,000	2,603,000	4,191,000
Goodwill	19,368,000	19,368,000	17,362,000
Total assets	36,506,000	43,891,000	33,500,000
Current liabilities:
Accounts payable and accrued expenses	6,549,000	8,363,000	8,137,000
Convertible notes payable	50,000	50,000	1,435,000
Note payable - related party - short term portion	150,000	200,000	452,000
Due to related parties	7,000	41,000	0
Contract liabilities	5,826,000	5,973,000	0
Operating lease liability - short term portion	3,109,000	3,344,000	2,255,000
Taxes payable	58,000	62,000	0
Derivative liabilities	1,000	13,000	0
Stimulus loan program - short term portion		22,000	0
Total current liabilities	15,769,000	18,068,000	17,310,000
Operating lease liability - long term portion	5,341,000	5,835,000	7,003,000
Note payable - related party - long term portion		0	1,975,000
Stimulus loan program - long term portion		547,000	0
Rental deposits	119,000	119,000	105,000
Other long-term liabilities		477,000	0
Liabilities of discontinued operations - long term portion	107,000	107,000	107,000
Total liabilities	21,894,000	25,153,000	26,500,000
Commitment and contingencies (Note 10 &11)		0	0
Stimulus loan programs- short term portion	19,000	22,000
Long term liabilities:
Stimulus loan programs - long term portion	418,000	547,000
Other long-term liabilities	140,000	477,000
Common stock, ($0.001 par value: 300,000,000 shares authorized, 39,496,588 and 15,454,623 shares issued and outstanding as of June 30, 2021 and 2020, respectively)	44,000	40,000	16,000
Stockholders' equity:
Additional paid-in-capital	208,085,000	204,788,000	176,262,000
Stock payable		1,210,000	1,300,000
Accumulated deficit	(193,138,000)	(186,889,000)	(170,892,000)
Accumulated Other comprehensive (loss) income	(386,000)	(418,000)	253,000
Stock payable	0	1,210,000
Total stockholders' equity	14,612,000	18,738,000	7,000,000
Total liabilities and stockholders' equity	36,506,000	43,891,000	33,500,000
Series A Preferred Stock [Member]
Stockholders' equity:
Preferred stock, $0.01 par value: 15,000,000 shares authorized	$ 7,000	7,000
Series A Preferred Stock ($0.01 par value: 5,000,000 shares authorized, 720,000 shares issued and outstanding as of June 30, 2021 and 2020)		7,000	7,000
Series B Preferred Stock [Member]
Stockholders' equity:
Series B Convertible Preferred Stock ($0.01 par value: 3,000,000 shares authorized, 0 and 2,495,000 shares issued and outstanding as of June 30, 2021 and 2020, respectively)		0	25,000
Series C Preferred Stock [Member]
Stockholders' equity:
Series C Convertible Preferred Stock ($0.01 par value: 1,200,000 shares authorized, 0 and 911,149 shares issued and outstanding as of June 30, 2021 and 2020, respectively)		0	9,000
Series D Preferred Stock [Member]
Stockholders' equity:
Series D Convertible Preferred Stock ($0.01 par value: 2,500,000 shares authorized, 0 and 1,979,000 shares issued and outstanding as of June 30, 2021 and 2020, respectively)		$ 0	$ 20,000

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2021	Jun. 30, 2021	Jun. 30, 2020
Preferred stock, shares par value	$ 0.01	$ 0.01	$ 0.01
Stockholder's Equity
Preferred stock, shares authorized	15,000,000	15,000,000	15,000,000
Common stock, shares par value	$ 0.001	$ 0.001	$ 0.001
Common stock, shares authorized	300,000,000	300,000,000	300,000,000
Common stock, shares issued	43,659,616	39,496,588	15,464,623
Common stock, shares outstanding	43,659,616	39,496,588	15,454,623
Series A Preferred Stock [Member]
Preferred stock, shares par value	$ 0.01	$ 0.01	$ 0.01
Stockholder's Equity
Preferred stock, shares authorized	5,000,000	5,000,000	5,000,000
Preferred stock, shares issued	720,000	720,000	720,000
Preferred stock, shares outstanding	720,000	720,000	720,000
Series B Convertible Preferred Stocks [Member]
Preferred stock, shares par value	$ 0.01	$ 0.01	$ 0.01
Stockholder's Equity
Preferred stock, shares authorized	3,000,000	3,000,000	3,000,000
Preferred stock, shares issued	0	0	2,495,000
Preferred stock, shares outstanding	0	0	2,495,000
Series C Convertible Preferred Stocks [Member]
Preferred stock, shares par value	$ 0.01	$ 0.01	$ 0.01
Stockholder's Equity
Preferred stock, shares authorized	1,200,000	1,200,000	1,200,000
Preferred stock, shares issued	0	0	911,149
Preferred stock, shares outstanding	0	0	911,149
Series D Convertible Preferred Stocks [Member]
Preferred stock, shares par value	$ 0.01	$ 0.01	$ 0.01
Stockholder's Equity
Preferred stock, shares authorized	2,500,000	2,500,000	2,500,000
Preferred stock, shares issued	0	0	1,979,000
Preferred stock, shares outstanding	0	0	1,979,000

Consolidated Statements of Oper

Consolidated Statements of Operations and Comprehensive Loss - USD ($)	3 Months Ended		6 Months Ended		12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2021	Dec. 31, 2020	Jun. 30, 2021	Jun. 30, 2020
Consolidated Statements of Operations and Comprehensive Loss
Project revenues, net	$ 6,994,000	$ 4,451,000	$ 15,343,000	$ 8,583,000	$ 16,192,000	$ 24,613,000
Cost of revenues	3,583,000	2,139,000	8,420,000	4,419,000	7,504,000	11,636,000
Gross profit	3,411,000	2,312,000	6,923,000	4,164,000	8,688,000	12,977,000
Operating expenses:
Selling, general and administrative expenses	6,994,000	3,601,000	13,229,000	8,051,000	24,040,000	24,034,000
Professional fees	300,000	350,000	868,000	1,138,000	1,332,000	1,028,000
Depreciation expense	28,000	30,000	58,000	61,000	131,000	344,000
Amortization expense of intangibles	171,000	539,000	343,000	1,079,000	2,168,000	4,002,000
Goodwill impairment expense					0	1,985,000
Intangibles impairment expense	0	0	0	0	0	1,867,000
Total operating expenses	7,493,000	4,520,000	14,498,000	10,329,000	27,671,000	33,260,000
Loss from operations	(4,082,000)	(2,208,000)	(7,575,000)	(6,165,000)	(18,983,000)	(20,283,000)
Other income (expense):
Income from government grants	0	1,704,000	262,000	1,704,000	3,140,000	0
Amortization expense of note payable discount	0	392,000	0	409,000	409,000	(1,092,000)
Interest expense	(34,000)	(42,000)	(47,000)	(46,000)	(7,000)	(239,000)
Foreign exchange gain (loss)	10,000	10,000	26,000	37,000	(48,000)	(11,000)
Gain on early termination of operating lease	0	0	3,000	0	2,000	164,000
Gain on change in fair value of derivative liabilities					72,000	0
Loss on derivative liabilities	0	23,000	12,000	0
Other income	73,000	129,000	1,185,000	256,000	452,000	691,000
Other expenses	0	153,000	0	153,000	0	(18,000)
Total other income (expense)	29,000	1,585,000	1,383,000	1,621,000	3,202,000	(483,000)
Net loss from continuing operations before income tax	(4,053,000)	(623,000)	(6,192,000)	(4,544,000)	(15,781,000)	(20,766,000)
Income tax expense	(57,000)	0	(57,000)	0	(216,000)	0
Net loss from continuing operations after income tax					(15,997,000)	(20,766,000)
Net income from discontinued operations					0	6,319,000
Net loss					(15,997,000)	(14,447,000)
Net loss attributable to common stockholders	(4,110,000)	(623,000)	(6,249,000)	(4,544,000)
Foreign currency translation adjustment	1,000	(406,000)	32,000	(499,000)	(671,000)	203,000
Comprehensive loss	$ (4,109,000)	$ (1,029,000)	$ (6,217,000)	$ (5,043,000)	$ (16,668,000)	$ (14,244,000)
Earnings (loss) per share
Continuing operations - basic and diluted					$ (1.03)	$ (1.35)
Discontinued operations - basic					0	0.41
Net loss attributable to common stockholders - basic and diluted	$ (0.09)	$ (0.04)	$ (0.15)	$ (0.26)	(1.03)	(0.94)
Diluted earnings per share
Discontinued operations					$ 0	$ 0.16
Weighted average basic shares	43,600,019	17,687,179	42,517,201	17,589,581	15,544,032	15,423,655
Weighted average diluted shares					15,544,032	38,736,615

Consolidated Statements of Stoc

Consolidated Statements of Stockholders' Equity - USD ($)	Total	Common Stock	Series A Preferred Stock	Series B Preferred Stock	Series C Preferred Stock	Series D Preferred Stock	Stock Payable	Accumulated Deficit	Accumulated other comprehensive loss	Additional Paidin Capital
Balance, shares at Jun. 30, 2019		15,211,290	720,000	2,495,000	911,149	1,881,500
Balance, amount at Jun. 30, 2019	$ 14,823,000	$ 15,000	$ 7,000	$ 25,000	$ 9,000	$ 19,000	$ 1,743,000	$ (156,445,000)	$ 50,000	$ 169,400,000
Sale of preferred stock - series D, shares						97,500
Sale of preferred stock - series D, amount	976,000					$ 1,000				975,000
Retirement of common stock, shares		(416,667)
Issuance of common stock related to stock payable, shares		660,000
Issuance of common stock related to stock payable, amount		$ 1,000					(443,000)			442,000
Stock-based compensation on options	671,000									671,000
Stock-based compensation on warrants	3,593,000									3,593,000
Discount on convertible note payable	1,093,000									1,093,000
Warrants related to financing of convertible note payable	47,000									47,000
Imputed interest on convertible note payable	41,000									41,000
Foreign currency translation gain	203,000								203,000
Net loss	(14,447,000)							(14,447,000)
Beneficial conversion features on convertible promissory notes	0
Balance shares at Jun. 30, 2020		15,454,623	720,000	2,495,000	911,149	1,979,000
Balance amount at Jun. 30, 2020	7,000,000	$ 16,000	$ 7,000	$ 25,000	$ 9,000	$ 20,000	1,300,000	(170,892,000)	253,000	176,262,000
Issuance of common stock related to stock payable, shares		1,733,333
Issuance of common stock related to stock payable, amount	0	$ 2,000					(1,300,000)			1,298,000
Stock-based compensation on options	166,000									166,000
Stock-based compensation on warrants	154,000									154,000
Imputed interest on convertible note payable	4,000									4,000
Foreign currency translation gain	(93,000)								(93,000)
Net loss	(4,544,000)
Issuance of common stock related to convertible notes shares		499,223
Issuance of common stock related to convertible notes amount	1,400,000	$ 0					0			1,400,000
Net loss	(3,921,000)							(3,921,000)
Beneficial conversion features on convertible promissory notes	144,000
Warrants granted for convertible promissory note	12,000
Balance shares at Dec. 31, 2020		17,687,179	720,000	2,495,000	911,149	1,979,000
Balance amount at Dec. 31, 2020	4,560,000	$ 18,000	$ 7,000	$ 25,000	$ 9,000	$ 20,000	156,000	(175,436,000)	(246,000)	180,007,000
Balance, shares at Jun. 30, 2020		15,454,623	720,000	2,495,000	911,149	1,979,000
Balance, amount at Jun. 30, 2020	7,000,000	$ 16,000	$ 7,000	$ 25,000	$ 9,000	$ 20,000	1,300,000	(170,892,000)	253,000	176,262,000
Retirement of common stock, shares		(2,666,667)
Retirement of common stock, amount		$ (3,000)								3,000
Issuance of common stock related to stock payable, shares		1,733,334
Issuance of common stock related to stock payable, amount		$ 2,000					(1,300,000)			1,298,000
Stock-based compensation on options	881,000									881,000
Stock-based compensation on warrants	3,176,000									3,176,000
Imputed interest on convertible note payable	19,000									19,000
Net loss	(15,997,000)							(15,997,000)
Net loss	16,000,000
Sale of common stock in initial public offering, gross, shares		5,783,133
Sale of common stock in initial public offering, gross, amount	24,000,000	$ 6,000								23,994,000
Offering costs relating to initial public offering	(3,298,000)									(3,298,000)
Record stock payable relating to Redeeem acquisition	1,210,000						1,210,000
Record vested portion of deferred compensation relating to Redeeem	362,000									362,000
Conversion of preferred stock - series B upon up-listing, shares		594,048		(2,495,000)
Conversion of preferred stock - series B upon up-listing, amount		$ 1,000		$ (25,000)						24,000
Conversion of preferred stock - series C upon up-listing, shares		12,287,386			(911,149)
Conversion of preferred stock - series C upon up-listing, amount	150,000	$ 12,000			$ (9,000)					147,000
Conversion of preferred stock - series D upon up-listing, shares		5,277,334				(1,979,000)
Conversion of preferred stock - series D upon up-listing, amount		$ 5,000				$ (20,000)				15,000
Cashless issuance of common stock related to the exercise of options, shares		165,145
Cashless issuance of common stock related to the exercise of warrants, shares		122,183
Cashless issuance of common stock related to convertible notes payables, shares		746,069
Cashless issuance of common stock related to convertible notes payables, amount	1,750,000	$ 1,000								1,749,000
Beneficial conversion features on convertible promissory notes	144,000									144,000
Warrants granted for convertible promissory notes	12,000									12,000
Foreign currency translation loss	(671,000)								(671,000)
Balance shares at Jun. 30, 2021		39,496,588	720,000
Balance amount at Jun. 30, 2021	18,738,000	$ 40,000	$ 7,000				1,210,000	(186,889,000)	(418,000)	204,788,000
Balance, shares at Sep. 30, 2020		17,687,179	720,000	2,495,000	911,149	1,979,000
Balance, amount at Sep. 30, 2020	4,710,000	$ 18,000	$ 7,000	$ 25,000	$ 9,000	$ 20,000	0	(174,813,000)	160,000	179,284,000
Stock-based compensation on options	263,000									263,000
Stock-based compensation on warrants	301,000									301,000
Imputed interest on convertible note payable	3,000									3,000
Foreign currency translation gain	(406,000)								(406,000)
Net loss	(623,000)							(623,000)
Beneficial conversion features on convertible promissory notes	144,000									144,000
Warrants granted for convertible promissory note	12,000									12,000
Shares to be issued for convertible promissory note	156,000						156,000
Balance shares at Dec. 31, 2020		17,687,179	720,000	2,495,000	911,149	1,979,000
Balance amount at Dec. 31, 2020	4,560,000	$ 18,000	$ 7,000	$ 25,000	$ 9,000	$ 20,000	156,000	(175,436,000)	(246,000)	180,007,000
Balance, shares at Jun. 30, 2021		39,496,588	720,000
Balance, amount at Jun. 30, 2021	18,738,000	$ 40,000	$ 7,000				1,210,000	(186,889,000)	(418,000)	204,788,000
Stock-based compensation on options	107,000									107,000
Stock-based compensation on warrants	67,000									67,000
Foreign currency translation gain	31,000								31,000
Net loss	(2,139,000)							(2,139,000)
Common stock issued relating to Redeeem acquisition shares		452,959
Common stock issued relating to Redeeem acquisition amount	0	$ 0					(1,210,000)			1,210,000
Record vested deferred compensation relating to Redeeem employees shares		3,623,433
Record vested deferred compensation relating to Redeeem employees amount	805,000	$ 4,000								801,000
Balance shares at Sep. 30, 2021		43,572,950	720,000
Balance amount at Sep. 30, 2021	17,609,000	$ 44,000	$ 7,000				0	(189,028,000)	(387,000)	206,973,000
Balance, shares at Jun. 30, 2021		39,496,588	720,000
Balance, amount at Jun. 30, 2021	18,738,000	$ 40,000	$ 7,000				1,210,000	(186,889,000)	(418,000)	204,788,000
Net loss	(6,249,000)
Beneficial conversion features on convertible promissory notes	0
Warrants granted for convertible promissory note	0
Balance shares at Dec. 31, 2021		43,659,616	720,000
Balance amount at Dec. 31, 2021	14,612,000	$ 44,000	$ 7,000					(193,138,000)	(386,000)	208,085,000
Balance, shares at Sep. 30, 2021		43,572,950	720,000
Balance, amount at Sep. 30, 2021	17,609,000	$ 44,000	$ 7,000				$ 0	(189,028,000)	(387,000)	206,973,000
Stock-based compensation on options	106,000									106,000
Stock-based compensation on warrants	57,000									$ 57,000
Foreign currency translation gain	1,000								1,000
Net loss	$ (4,110,000)							(4,110,000)
Record vested deferred compensation relating to Redeeem employees shares	805,000									805,000
Issuance of common stock related to employees shares		66,666
Issuance of common stock related to employees amount	$ 104,000	$ 0								$ 104,000
Issuance of common stock to contractors for services shares		20,000
Issuance of common stock to contractors for services amount	40,000									40,000
Balance shares at Dec. 31, 2021		43,659,616	720,000
Balance amount at Dec. 31, 2021	$ 14,612,000	$ 44,000	$ 7,000					$ (193,138,000)	$ (386,000)	$ 208,085,000

Consolidated Statements of Cash

Consolidated Statements of Cash Flows - USD ($)	6 Months Ended		12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Jun. 30, 2021	Jun. 30, 2020
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss			$ (15,997,000)	$ (14,447,000)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	$ 58,000	$ 61,000	131,000	344,000
Amortization of intangibles	343,000	1,079,000	2,168,000	4,002,000
Amortization of right-of-use assets			1,112,000	1,857,000
Amortization of discount on convertible notes			0	1,092,000
Impairment of goodwill			0	1,985,000
Impairment of intangibles	0	0	0	1,867,000
Stock-based compensation on options		166,000	881,000	671,000
Stock-based compensation on warrants		154,000	3,176,000	3,593,000
Stock-based compensation relating to Redeeem acquisition	1,610,000	7,000	362,000	0
Warrants related to financing of convertible note payable			12,000	47,000
Imputed interest for note payable			19,000	41,000
Gain on early termination of operating lease	3,000	0	(2,000)	(164,000)
Net loss	(6,249,000)	(4,544,000)	(15,997,000)	(14,447,000)
Gain on change in fair value of derivative liabilities			(72,000)	0
Discount on derivative liability			85,000	0
Income from government grants	(262,000)	(1,704,000)	(3,140,000)	0
(Reversal) provision for bad debt			(260,000)	397,000
Preferred shares converted to common stock			150,000	0
Beneficial conversion features on convertible promissory notes	0	144,000	144,000	0
Tax provision on income			216,000	0
Gain from derecognition of liabilities from discontinued operations				(6,319,000)
Change in operating assets and liabilities:
Accounts receivable	153,000	(1,622,000)	(226,000)	2,447,000
Prepaid expenses	438,000	(3,000)	(527,000)	672,000
Accounts payable and accrued expenses	(1,814,000)	1,709,000	1,246,000	(225,000)
Other assets	(67,000)	15,000	(11,000)	(296,000)
Rental deposits			14,000	(4,000)
Operating lease liability	(201,000)	586,000	(919,000)	(1,382,000)
Due to related parties			41,000	0
Other long-term liabilities			477,000	0
Contract liabilities relating to revenue	123,000	3,570,000	2,376,000	(189,000)
Contract liabilities to government grant			1,706,000	0
Amortization of discount on convertible note payables	0	409,000
Liabilities of discontinued operations				(26,000)
Net cash used in operating activities	(5,978,000)	(1,393,000)	(6,838,000)	(2,333,000)
CASH FLOWS FROM INVESTING ACTIVITIES:
Stock-based compensation on options	213,000	429,000
Net cash paid for acquisition of Redeeem			(1,376,000)	0
Stock-based compensation on warrants	124,000	455,000
Purchase of fixed assets	(93,000)	(19,000)	(158,000)	(98,000)
Net cash used in investing activities	(93,000)	(19,000)	(1,534,000)	(98,000)
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of common stock related to employees	104,000	0
Issuance of series D convertible preferred shares for cash			0	976,000
Proceeds from initial public offering net of offering costs			20,702,000	0
Proceeds from stimulus loan programs	0	565,000	569,000	0
Issuance of common stock to contractors for services	40,000	0
Payments to note payable of related party	50,000	0	(2,479,000)	(31,000)
Proceeds from convertible note payable	0	500,000	500,000	1,400,000
Payments to convertible note payable			(135,000)	0
Loss on derivative liabilities	(12,000)	0
Net cash provided by financing activities	(50,000)	1,065,000	19,157,000	2,345,000
Effect of exchange rate on cash	37,000	(287,000)	(425,000)	203,000
(Recovery) and provision for bad debt	(67,000)	(136,000)
NET INCREASE IN CASH AND CASH EQUIVALENTS	(6,084,000)	(634,000)	10,360,000	117,000
CASH AND CASH EQUIVALENTS - beginning of years	12,066,000	1,706,000	1,706,000	1,589,000
CASH AND CASH EQUIVALENTS - end of years	5,982,000	1,072,000	12,066,000	1,706,000
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Income taxes	0	0	0	0
Interest expense	3,000	0	0	29,000
Preferred shares converted into common stock upon uplisting			54,000	0
Shares to be issued for Redeeem acquisition			1,210,000	0
Issuance of common stock related to convertible note payable			1,750,000	0
Issuance of common stock related to stock payable	104,000	0	1,300,000	443,000
Right-of-use assets acquired through adoption of ASC 842	0	8,931,000	0	8,348,000
Right-of-use assets acquired through operating leases	467,000	2,398,000	2,642,000	2,398,000
Due to related parties	(34,000)	0
Other long-term liabilities	(337,000)	0
Taxes payable	(4,000)	0
Contract liabilities to government grants	(402,000)	(1,704,000)
Payments to note payable of related party	(50,000)	0	2,479,000	31,000
Noncash investing and financing activities:
Record derivative liability on convertible notes	0	98,000
Warrants granted for convertible promissory note	0	12,000
Shares to be issued for convertible promissory note	0	156,000		$ 1,300,000
Issuance of common stock related to stock payable	0	1,300,000	$ 1,210,000
Issuance of common stock to contractors for services	40,000	0
Conversion of convertible note payable	$ 0	$ 1,400,000

NATURE OF BUSINESS AND SUMMARY

NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	6 Months Ended	12 Months Ended
	Dec. 31, 2021	Jun. 30, 2021
NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 1 – PRESENTATION OF THE FINANCIAL STATEMENTS The terms “Troika,” “the Company,” “we,” “our” and “us” each refer to Troika Media Group, Inc. and its subsidiaries, unless the context indicates otherwise. The accompanying unaudited condensed consolidated financial statements were prepared in accordance with generally accepted accounting principles in the United States, or U.S. GAAP or GAAP, for interim financial information and Article 8 of Regulation S-X of the Securities and Exchange Commission. Accordingly, certain information and footnote disclosures have been condensed or omitted. In our opinion, the accompanying unaudited condensed consolidated financial statements reflect all adjustments, consisting of normal recurring accruals, considered necessary for a fair presentation, in all material respects, of the information contained herein. These unaudited condensed consolidated financial statements should be read in conjunction with our annual report on Form 10-K for the year ended June 30, 2021. Risks & Uncertainties Liquidity The Company has incurred net losses since its inception and anticipates net losses and negative operating cash flows until fiscal year 2023. For the three months ending December 31, 2021, the Company had a net loss of $4.1 million, which increased the accumulated deficit to $193.1 million at December 31, 2021 from $186.9 million at June 30, 2021. At December 31, 2021, the Company had approximately $6.0 million in cash and cash equivalents and a total of $7.5 million in current assets in relation to $15.8 million in current liabilities. While the Company continues to find efficiencies with its acquisitions of Troika Design Group, Inc. and Mission Group as well as the assets of Redeem LLC, the departure of Mission’s President and Founder in fiscal year 2019 together with the coronavirus (COVID-19) pandemic impacted revenue more than anticipated. With the acquisition of Mission Group, the Company is attempting to increase Troika’s footprint in major media markets, such as NY and London. The Company also continues to expand its consulting services and breadth of product offering with existing Mission and Troika clients and increased business development in NY and London as a result of the Mission acquisition. Additionally, the Company intends to add to Mission business development from Troika’s existing clientele and save overhead costs through rationalized synergies. If the Company raises additional funds by issuing equity securities, its stockholders would experience dilution. Additional debt financing, if available, may involve covenants restricting its operations or its ability to incur additional debt. Any additional debt financing or additional equity that the Company raises may contain terms that are not favorable to it or its stockholders and require significant debt service payments, which diverts resources from other activities. The Company’s ability to raise additional capital will also be impacted by the outbreak of COVID-19, as well as market conditions and the price of the Company’s common stock. Based on the recent acquisitions, Company-wide consolidation, and management’s plans, the Company believes that the current cash on hand of $5,982,000 and anticipated cash from operations is sufficient to conduct planned operations for one year from the issuance of the consolidated financial statements. In addition, Management believes they can raise additional capital, if necessary, given the Company has been successful at raising funding through both equity and debt financing. Impact of COVID-19 In March 2020, the World Health Organization categorized the coronavirus (COVID-19) as a pandemic, and it continues to spread throughout the United States and the rest of the world with different geographical locations impacted more than others. The outbreak of COVID-19 and the resulting public and private sector measures to reduce its transmission, such as the imposition of social distancing and orders to work-from-home, stay-at-home and shelter-in-place, have adversely impacted our business and those of our clients. Businesses have adjusted, reduced, or suspended operating activities, which has negatively impacted the clients we service. We continue to believe our focus on our strategic strengths, including talent, our differentiated market strategy and the relevance of our services, including the longevity of our relationships, will continue to assist our Company as we navigate a rapidly changing marketplace. The effects of the COVID-19 pandemic have negatively impacted our results of operations, cash flows and financial position; however, the continued extent of the impact will vary depending on the duration and severity of the economic and operational impacts of COVID-19. We took steps to protect the safety of our employees, with a large majority of our worldwide workforce working from home, while developing creative ideas to protect the health and well-being of our communities and setting up our people to help them do their best work for our clients while working remotely. With respect to managing costs, we have implemented multiple initiatives to align our expenses with changes in revenue. The steps taken across our agencies and corporate group include deferred merit increases, freezes on hiring and temporary labor, major cuts in non-essential spending, staff reductions, furloughs in markets where that option is available and salary reductions, including voluntary salary deferment for our senior corporate management team. In addition, we remain committed to and have intensified our efforts around cash flow discipline, including the identification of significant capital expenditures that can be deferred, and working capital management. We began to see the effects of COVID-19 on client spending, notably in the UK and US markets with our Mission subsidiaries throughout the second quarter of calendar 2020 with much of the work force of the UK subsidiary on furlough, and with our Troika Design subsidiary furloughed as March 2020 progressed. Due to mandatory stay at home orders and social distancing, our experiential business has been particularly impacted by COVID-19. Promotional and experiential events with the Company’s assistance are particularly susceptible to external factors and were delayed by many of the Company’s Mission clients due to the effects of COVID-19. The Company had temporarily furloughed employees to reflect current reduced demands associated with those client sets. However, as of the first and second quarters of calendar 2021, we started to see business dramatically improve. As cities have commenced openings with the improvement of vaccines distribution and infection rates declining, our client activities have doubled and there is a real optimism that the economic conditions are improving. Sports, Entertainment, Pharma clients are contracting our services across all entities at rates similar to 2019. In the current environment, a major priority for us is preserving liquidity. Our primary liquidity sources are operating cash flow, cash and cash equivalents and short-term investments. Although we experienced a decrease in our cash flow from operations as a result of the impact of COVID-19, we obtained relief under the CARES Act in the form of a Small Business Administration backed loans. In aggregate we received $1.7 million in SBA stimulus “Payroll Protection Program” funding in April 2020 of which the majority of these funds were used for payroll. As per the US Government rules, the funds used for payroll, healthcare benefits, and other applicable operating expenses can be forgiven and the Company reported them as such in December 2020 considering the Company believed it had substantially met these conditions. On August 14, 2020, the Company received an additional 500,000 in loans with 30 year terms under the SBA’s “Economic Injury Disaster Loan” program which the Company used to address any cash shortfalls that resulted from the current pandemic. In February 2021, the Company obtained additional relief under the CARES Act in the form of Small Business Administration backed loans and received an additional $1.7 million in SBA stimulus “Payroll Protection Program” funds which were used for payroll, healthcare benefits, and other applicable operating expenses. In July 2021, the Company was notified that all of the stimulus funds were forgiven with the exception of approximately $8,000 which was returned in the three months ending September 30, 2021. In the United Kingdom, as of April 1, 2020, Mission furloughed twenty-seven employees, saving £78,000 in April payroll, being made up of £55,000 of furlough monies from the government and £16,000 in associated payroll savings and applied for a 3-month rent holiday. In May 1, 2020, Mission put on furlough an additional 5 employees bringing the total to 32, alongside a 10% pay cut for all employees not furloughed, saving £111,000 in May payroll, being made up of £62,000 of furlough monies from the government, £33,000 of associated payroll savings and £16,000 in savings related to the pay cut. On April 1, 2020, Troika Design Group actioned a 15% salary reduction across the majority of the Los Angeles staff and furloughed one office manager for a total savings of $112,000 per month. Finally, certain members of the Company’s executive team deferred compensation temporarily. In August 2020, the Company received £50,000 in loans related to the COVID pandemic with an interest rate of 2.5% to be paid over five years beginning one year after receipt. The Company used these proceeds to address any cash shortfalls that resulted from the pandemic. The extent to which the COVID-19 outbreak continues to impact the Company’s results will depend on future developments that are highly uncertain and cannot be predicted, including new information that may emerge concerning the severity of the virus and the actions to contain its impact. PRINCIPLES OF CONSOLIDATION The accompanying consolidated financial statements include the accounts of TMG, and its wholly-owned subsidiaries, Troika Design Group, Inc. (California), Troika Services Inc. (New York), Troika Production Group, LLC (California), Troika-Mission Holdings, Inc. (New York), Mission Culture LLC (Delaware), Mission-Media Holdings Limited (England and Wales), Mission Media USA, Inc. (New York), and Troika IO, Inc. (f/k/a Redeeem Acquisition Corp) (California). All significant intercompany accounts and transactions have been eliminated in consolidation. RECLASSIFICATION OF PRIOR YEAR FINANCIALS In the six months ended December 31, 2020, the Company reported amortization of right-of-use assets of $524,000 in its Condensed Consolidated Statements of Cash Flows separately in net cash used in operating activities. For purposes of consistency, this balance was reclassified to operating lease liability within the Condensed Consolidated Statements of Cash Flows resulting in a balance of $586,000 from $62,000. The reclassification did not change the net cash used in operating activities as it remains at $(1,393,000). In the six months ended December 31, 2020, the Company reported a change in contract liabilities of $1,866,000 in its Condensed Consolidated Statements of Cash Flows within net cash used in operating activities. For purposes of consistency, this balance was bifurcated between contract liabilities relating to revenue and contract liabilities relating to government grants at $3,570,000 and $(1,704,000), respectively. The reclassification did not change the net cash used in operating activities as it remains at $(1,393,000). USE OF ESTIMATES The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Significant estimates and assumptions made by management include, among others, the assessment of the collectability of accounts receivable and the determination of the allowance for doubtful accounts, the valuation and useful life of capitalized equipment costs and long-lived assets, valuation of warrants and options, the determination of the useful lives and any potential impairment of long-lived assets such as intangible assets and goodwill, the allocation of purchase consideration to assets and liabilities due to the Redeeem acquisition, stock-based compensation, and deferred tax assets. Actual results could differ from those estimates. FAIR VALUE MEASUREMENT Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants as of the measurement date. Applicable accounting guidance provides an established hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in valuing the asset or liability and are developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the factors that market participants would use in valuing the asset or liability. There are three levels of inputs that may be used to measure fair value: Level 1 - Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2 - Other inputs that are directly or indirectly observable in the marketplace. Level 3 - Unobservable inputs which are supported by little or no market activity. Fair-value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of December 31, 2021 and June 30, 2021. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values. These financial instruments include cash, accounts receivable, accounts payable, accrued liabilities, and convertible notes payable. Fair values for these items were assumed to approximate carrying values because of their short-term nature or they are payable on demand. The Company uses Level 3 inputs for its valuation methodology for the embedded conversion option liabilities as the fair values were determined by using the Black-Scholes option-pricing model based on various assumptions. The Company’s derivative liabilities are adjusted to reflect fair value at each period end, with any increase or decrease in the fair value being recorded in results of operations as adjustments to fair value of derivatives. IMPAIRMENT OF LONG-LIVED ASSETS The Company evaluates, on a periodic basis, long-lived assets to be held and used for impairment in accordance with the reporting requirements of ASC 360-10. The evaluation is based on certain impairment indicators, such as the nature of the assets, the future economic benefit of the assets, any historical or future profitability measurements, as well as other external market conditions or factors that may be present. If these impairment indicators are present or other factors exist that indicate that the carrying amount of the asset may not be recoverable, then an estimate of the undiscounted value of expected future operating cash flows is used to determine whether the asset is recoverable and the amount of any impairment is measured as the difference between the carrying amount of the asset and its estimated fair value. The fair value is estimated using valuation techniques such as market prices for similar assets or discounted future operating cash flows. CONCENTRATION OF CREDIT RISK Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents and accounts receivable. The Company maintains cash and cash equivalent account balances with financial institutions in the United States and United Kingdom which at times exceed federally insured limits for accounts in the United States. Considering deposits with these institutions can be redeemed on demand, the Company believes there is minimal risk. As of December 31, 2021 and June 30, 2021, the Company had $5,332,000 and $10,125,000 in cash that was uninsured, respectively. CASH AND CASH EQUIVALENTS The Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents. As of December 31, 2021 and June 30, 2021, the Company had no cash equivalents. ACCOUNTS RECEIVABLE Our accounts receivable are amounts due from our clients. The Company accounts for unbilled accounts receivable using the percentage-of-completion accounting method for revenue recognized and the customer has not been invoiced due to the terms of the contract or the timing of the account invoicing cycle. For those clients to whom we extend credit, we perform periodic evaluations of accounts receivable and maintain allowances for potential credit losses as deemed necessary. The Company periodically reviews the outstanding accounts receivable to determine whether an allowance is necessary based on an analysis of past due accounts and other factors that may indicate that the realization of an account may be in doubt. When a customer’s account is deemed to be uncollectible the outstanding balance is charged to the allowance for doubtful accounts. As of December 31, 2021 and June 30, 2021, the Company had $454,000 and $521,000 in allowance for doubtful accounts, respectively. PROPERTY AND EQUIPMENT, NET Property and equipment are stated at cost less accumulated depreciation and amortization. Property and equipment consist of furniture and computer equipment. Depreciation is calculated using the straight-line method over the estimated useful lives of the related assets, generally ranging from three to seven years. Maintenance and repairs are charged to expense as incurred. Expenditures that increase the value or productive capacity of assets are capitalized. When assets are retired or otherwise disposed of, the cost and accumulated depreciation or amortization are removed from the accounts and any resulting gain or loss is reflected in the statements of income in the period realized. GOODWILL AND INTANGIBLE ASSETS As a result of acquisitions, the Company recorded goodwill and identifiable intangible assets as part of its allocation of the purchase consideration. Goodwill Goodwill is the excess of the purchase price paid over the fair value of the net assets of the acquired business. Goodwill is tested annually at June 30 for impairment. The annual qualitative or quantitative assessments involve determining an estimate of the fair value of reporting units in order to evaluate whether an impairment of the current carrying amount of goodwill exists. A qualitative assessment evaluates whether it is more likely than not that a reporting unit’s fair value is less than its carrying amount before applying the two-step quantitative goodwill impairment test. The first step of a quantitative goodwill impairment test compares the fair value of the reporting unit to its carrying amount including goodwill. If the carrying amount of the reporting unit exceeds its fair value, an impairment loss may be recognized. The amount of impairment loss is determined by comparing the implied fair value of the reporting unit’s goodwill with the carrying amount. If the carrying amount exceeds the implied fair value then an impairment loss is recognized equal to that excess. There was no goodwill impairment recorded as a result of the Company’s annual impairment assessment on June 30, 2021. The Company has adopted the provisions of ASU 2017-04—Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. ASU 2017-04 requires goodwill impairments to be measured on the basis of the fair value of a reporting unit relative to the reporting unit’s carrying amount rather than on the basis of the implied amount of goodwill relative to the goodwill balance of the reporting unit. Thus, ASU 2017-04 permits an entity to record a goodwill impairment that is entirely or partly due to a decline in the fair value of other assets that, under existing GAAP, would not be impaired or have a reduced carrying amount. Furthermore, the ASU removes “the requirements for any reporting unit with a zero or negative carrying amount to perform a qualitative assessment and, if it fails that qualitative test, to perform Step 2 of the goodwill impairment test.” Instead, all reporting units, even those with a zero or negative carrying amount will apply the same impairment test. Accordingly, the goodwill of reporting unit or entity with zero or negative carrying values will not be impaired, even when conditions underlying the reporting unit/entity may indicate that goodwill is impaired. We test our goodwill for impairment annually, or, under certain circumstances, more frequently, such as when events or circumstances indicate there may be impairment. We are required to write down the value of goodwill only when our testing determines the recorded amount of goodwill exceeds the fair value. Our annual measurement date for testing goodwill impairment is June 30. None of the goodwill is deductible for income tax purposes. Intangibles Intangible assets with finite useful lives consist of tradenames, non-compete agreements, acquired workforce and customer relationships and are amortized on a straight-line basis over their estimated useful lives, which range from three to ten years. The estimated useful lives associated with finite-lived intangible assets are consistent with the estimated lives of the associated products and may be modified when circumstances warrant. Such assets are reviewed for impairment when events or circumstances indicate that the carrying value of an asset may not be recoverable. An impairment loss would be recognized when estimated undiscounted future cash flows expected to result from the use of an asset and its eventual disposition are less than its carrying amount. The amount of any impairment is measured as the difference between the carrying amount and the fair value of the impaired asset. There was no impairment recorded for intangibles in the three and six months ended December 31, 2021 and 2020. LEASES Right-of-use assets and lease liabilities are recorded in accordance with Leases (Topic 842). The Company has recorded a lease liability because the Company has the obligation to make lease payments and a ROU asset for the right to use the underlying asset for the lease term. The lease liability is measured at the present value of the lease payments over the lease term. The right-of-use asset is measured at the lease liability amount, adjusted for lease prepayments, lease incentives received and the lessee’s initial direct costs. The Company uses the optional transitional method and elected to use the package of three practical expedients which allows the Company not to reassess whether contracts are or contain leases, lease classification and whether initial direct costs qualify for capitalization. Income from subleased properties as well as non-lease items such as common-area maintenance and utilities are recognized as non-operating “other income” on the Consolidated Statements of Operations and Comprehensive Loss. REVENUE RECOGNITION The Company recognizes revenue in accordance with the Financial Accounting Standards Board’s (“FASB”), Accounting Standards Codification (“ASC”) ASC 606, Revenue from Contracts with Customers (“ASC 606”). Revenues are recognized when control is transferred to customers in amounts that reflect the consideration the Company expects to be entitled to receive in exchange for those goods. Revenue recognition is evaluated through the following five steps: (i) identification of the contract, or contracts, with a customer; (ii) identification of the performance obligations in the contract; (iii) determination of the transaction price; (iv) allocation of the transaction price to the performance obligations in the contract; and (v) recognition of revenue when or as a performance obligation is satisfied. The Company recognizes primarily four revenue streams and they are retainer fees, project fees, reimbursement income, and fee income. Retainer fees are non-refundable fixed amounts being received from a client often on a recurring basis and the performance obligation is the staff being available to provide consultation services. Consulting engagements do not incur a significant amount of direct costs however any costs are recognized as incurred. Consulting fees are recognized evenly throughout the term of the agreement. Project fees are associated with the delivery of services and/or goods to a client and the revenue includes both the anticipated costs to deliver the product as well as the Company’s margin. As per ASC 606-10-25-31, the Company recognizes project fees over time by measuring the progress toward complete satisfaction of a performance obligation by measuring its performance in transferring control of the services contractually delivered to a client by applying the input method. Revenue is recognized based on the extent of inputs expended toward satisfying a performance obligation and it was determined that the best judge of inputs is the costs consumed by a project in relation to its total anticipated costs. As part of the close process the Company compiles a preliminary percentage of completion (POC) for each project which is the ratio of incurred costs to date in relation to the anticipated costs from the production team’s approved budgets. The POC ratio is then applied to the contracted revenue and the pro-rated revenue is then recognized accordingly. Reimbursement income represents compensation relating to the out-of-pocket costs associated with a staging of a live event. As per 606-10-25-31, the Company recognizes reimbursement income over time by measuring the progress toward complete satisfaction of a performance obligation by measuring its performance in transferring control of the services contractually delivered to a client by applying the input method. The revenue is recognized based on the extent of inputs expended toward satisfying a performance obligation and it was determined that the best judge of input is the costs incurred to date in relation to the anticipated costs. As a result, unless an overage or saving is identified, the reimbursement income equates to the reimbursement costs incurred. Given that the Company contracts directly with the majority of the vendors and is liable for any overages, the Company is deemed a principal in this revenue transaction as they have control over the asset and transfer the asset themselves. As a result, this transaction is recorded gross rather than net. Fee income represents the Company’s margin on the staging of a live event, is negotiated with the client prior and fixed. Based on ASC 606, the Company’s progress in satisfying the performance obligation in a contract is difficult to determine so as a result the fee income is only recognized at the conclusion of a project. Only upon confirmation the Company has performed all its contractual obligations as per the contract does the Company record fee income. Contract Assets The Company does not have any contract assets such as work-in-process. All trade receivables on the Company’s consolidated balance sheet are from contracts with customers. Contract Costs Costs incurred to obtain a contract are capitalized unless short term in nature. As a practical expedient, costs to obtain a contract that are short term in nature are expensed as incurred. The Company does not have any contract costs capitalized as of December 31, 2021 and June 30, 2021. Contract Liabilities - Deferred Revenue The Company’s contract liabilities consist of advance customer payments and deferred revenue. Deferred revenue results from transactions in which the Company has been paid for products by customers, but for which all revenue recognition criteria have not yet been met. Once all revenue recognition criteria have been met, the deferred revenues are recognized. ADVERTISING The Company generally expenses marketing and advertising costs as incurred. During the three months ended December 31, 2021 and 2020, the Company incurred $42,000 and $0, respectively, on marketing, trade shows and advertising. The Company received rebates on advertising from co-operative advertising agreements with several vendors and suppliers. These rebates have been recorded as a reduction to the related advertising and marketing expense. DERIVATIVE LIABILITY The Company analyzes all financial instruments with features of both liabilities and equity under ASC 480, “Distinguishing Liabilities from Equity” and ASC 815, “Derivatives and Hedging”. Derivative liabilities are adjusted to reflect their fair value at each period end with any increase or decrease in the fair value being recorded in results of operations. The fair value of derivative instruments such as convertible note payables are valued using the Black-Scholes option-pricing model based on various assumptions. STOCK-BASED COMPENSATION The Company recognizes stock-based compensation in accordance with ASC Topic 718 “Stock Compensation”, which requires the measurement and recognition of compensation expense for all share-based payment awards made to employees and directors including employee stock options and employee stock purchases related to an Employee Stock Purchase Plan based on the estimated fair values. For non-employee stock-based compensation, the Company has adopted ASC 2018-07, FOREIGN CURRENCY TRANSLATION The consolidated financial statements of the Company are presented in U.S. dollars. The functional currency for the Company is U.S. dollars for all entities other than Mission Media Limited whose operations are based in the United Kingdom and their functional currency is British Pound Sterling (GBP). Transactions in currencies other than the functional currencies are recorded using the appropriate exchange rate at the time of the transaction. All assets and liabilities are translated into U.S. Dollars at balance sheet date, shareholders’ equity is translated at historical rates and revenue and expense accounts are translated at the average exchange rate for the year or the reporting period. The translation adjustments are reported as a separate component of stockholders’ equity, captioned as accumulated other comprehensive (loss) income. Transaction gains and losses arising from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the statements of operations. The relevant translation rates are as follows: for the six months ended December 31, 2021 closing rate at 1.349800 US$: GBP, average rate at 1.362733 US$: GBP, for the six months ended December 31, 2020 closing rate at 1.369000 US$: GBP, average rate at 1.332433 US$: GBP. INCOME TAXES The Company accounts for its income taxes in accordance with Income Taxes Topic of the FASB ASC 740, which requires recognition of deferred tax assets and liabilities for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date. Income tax expense is based on reported earnings before income taxes. Deferred income taxes reflect the impact of temporary differences between assets and liabilities recognized for consolidated financial reporting purposes and such amounts recognized for tax purposes and are measured by applying enacted tax rates in effect in years in which the differences are expected to reverse. The Company also follows the guidance related to accounting for income tax uncertainties. In accounting for uncertainty in income taxes, the Company recognizes the financial statement benefit	NOTE 1 – NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Troika Media Group, Inc. (formerly M2 nGage Group, Inc. and Roomlinx, Inc.) (the "Company", “TMG”, "Roomlinx" or "M2 Group") was formed in 2003 under the name RL Acquisition, Inc. pursuant to the laws of the State of Nevada. The Company operates as a brand consulting and marketing agency specializing in the entertainment and sports media category. Our clients are, in the entertainment, sports, media, gaming and consumer brands, seeking new ways to connect with consumers, audiences and fans through evolving media and technology. On March 27, 2015, the Company entered into and completed (the "Closing") a Subsidiary Merger Agreement (the "SMA") by and among the Company, Signal Point Holdings Corp. ("SPHC"), SignalShare Infrastructure, Inc. ("SSI") and RMLX Merger Corp. Upon the terms and conditions of the SMA, the Company's wholly-owned subsidiary RMLX Merger Corp., a Delaware corporation, was merged with and into SPHC, with SPHC and its operating subsidiaries surviving as a wholly owned subsidiary of the Company (the "Subsidiary Merger"). The Company’s operations, of Roomlinx, Inc., existing at the time of the SMA were transferred into a newly formed, wholly-owned subsidiary named SignalShare Infrastructure Inc. As a result of the SMA, the former shareholders of SPHC, a privately-owned Delaware corporation, received an aggregate of approximately 85% of the fully diluted common stock of the Company. On July 14, 2017, Troika Media Group, Inc. ("TMG") was created as a Nevada corporation. TMG began operations on June 14, 2017 by acquiring all the assets and liabilities of Troika Design Group, Inc ("TDG"). TMG operates from its main facilities and offices located in Los Angeles, California and Englewood Cliffs, New Jersey. Pursuant to the terms of a Merger Agreement dated June 12, 2017, on June 14, 2017, TMG, a wholly-owned subsidiary of M2nGage Group, Inc. was merged with and into Troika Acquisition Corp. with TMG as the surviving entity and a wholly-owned subsidiary of the acquirer. The total purchase price was $5.0 million in cash plus 2,046,667 shares of common stock of the acquirer. On June 29, 2018, the Company entered into an agreement to acquire all of the issued and outstanding membership interest of Mission Culture LLC and all of the outstanding ordinary shares of MissionMedia Holdings Limited. The Company formed a wholly-owned subsidiary TroikaMission Holdings, Inc., as the acquisition company. On April 19, 2021, the Company announced the pricing of an underwritten initial public offering of 5,783,333 shares of common stock and warrants to purchase 5,783,333 shares at a public offering price of $4.15 per share for aggregate gross proceeds of $24.0 million or $20.7 million net after deducting commissions and other offering expenses. The Company began trading its common stock and warrants on the NASDAQ Capital Market on April 20, 2021. Please see Note 12 – Stockholders’ Equity for further details. On May 21, 2021, the Company entered into an agreement to acquire the assets and specific liabilities of fintech platform Redeeem, LLC for $2.6 million consisting of $1.2 million in cash, $166,000 in specific liabilities, and $1.2 million of the Company’s common stock. The Company formed a wholly-owned subsidiary Redeeem Acquisition Corp, as the acquisition company. Please see Note 2 – Acquisitions for further details. LIQUIDITY The Company has incurred net losses since its inception and anticipates net losses and negative operating cash flows until fiscal year 2023. For the year ended June 30, 2021, the Company had a net loss of $16.0 million, which increased the accumulated deficit to $186.9 million at June 30, 2021 from $170.9 million at June 30, 2020. At June 30, 2021, the Company had $12.1 million in cash and cash equivalents and a total of $14.1 million in current assets in relation to $18.1 million in current liabilities. While the Company continues to find efficiencies with its acquisitions of Troika Design Group, Inc. and Mission Group as well as the assets of Redeeem LLC, the departure of Mission’s President and Founder in fiscal year 2019 together with the coronavirus (COVID-19) pandemic in fiscal years 2020 and 2021 impacted revenue more than anticipated. With the acquisition of Mission Group, the Company is attempting to increase Troika’s footprint in major media markets, such as NY and London. The Company also continues to expand its consulting services and breadth of product offering with existing Mission and Troika clients and increase business development in NY and London as a result of the Mission acquisition. Additionally the Company intends to add to Mission business development due to Troika’s existing clientele. As a result of these developments and the Company’s intent to save costs in overhead through rationalized headcount from synergies achieved in the acquisition of Mission, the consolidated fiscal year 2023 forecast for the combined entity is $2.3 million in adjusted EBITDA. If the Company raises additional funds by issuing equity securities, its stockholders would experience dilution. Additional debt financing, if available, may involve covenants restricting its operations or its ability to incur additional debt. Any additional debt financing or additional equity that the Company raises may contain terms that are not favorable to it or its stockholders and require significant debt service payments, which diverts resources from other activities. If the Company is unable to obtain additional financing, it may be required to significantly scale back its business and operations. The Company’s ability to raise additional capital will also be impacted by the outbreak of COVID-19, as well as market conditions and the price of the Company’s common stock. Based on the recent acquisitions, Company-wide consolidation, and management’s plans, the Company believes that the current cash on hand 9,628,000 and anticipated cash from operations is sufficient to conduct planned operations for one year from the issuance of the consolidated financial statements. In addition, Management believes they can raise additional capital if necessary, given the Company has been successful at raising funding through debt financing as well as securing additional financing from friendly lenders. Impact of COVID-19 In March 2020, the World Health Organization categorized the coronavirus (COVID-19) as a pandemic, and it continues to spread throughout the United States and the rest of the world with different geographical locations impacted more than others. The outbreak of COVID-19 and the resulting public and private sector measures to reduce its transmission, such as the imposition of social distancing and orders to work-from-home, stay-at-home and shelter-in-place, have adversely impacted our business and those of our clients. Businesses have adjusted, reduced, or suspended operating activities, which has negatively impacted the clients we service. We continue to believe our focus on our strategic strengths, including talent, our differentiated market strategy and the relevance of our services, including the longevity of our relationships, will continue to assist our Company as we navigate a rapidly changing marketplace. The effects of the COVID-19 pandemic have negatively impacted our results of operations, cash flows and financial position; however, the continued extent of the impact will vary depending on the duration and severity of the economic and operational impacts of COVID-19. We took steps to protect the safety of our employees, with a large majority of our worldwide workforce working from home, while developing creative ideas to protect the health and well-being of our communities and setting up our people to help them do their best work for our clients while working remotely. With respect to managing costs, we have implemented multiple initiatives to align our expenses with changes in revenue. The steps taken across our agencies and corporate group include deferred merit increases, freezes on hiring and temporary labor, major cuts in non-essential spending, staff reductions, furloughs in markets where that option is available and salary reductions, including voluntary salary deferment for our senior corporate management team. In addition, we remain committed to and have intensified our efforts around cash flow discipline, including the identification of significant capital expenditures that can be deferred, and working capital management. We began to see the effects of COVID-19 on client spending, notably in the UK and US markets with our Mission subsidiaries throughout the second quarter of calendar 2020 with much of the work force of the UK subsidiary on furlough, and with our Troika Design subsidiary furloughed as March 2020 progressed. Due to mandatory stay at home orders and social distancing, our experiential business has been particularly impacted by COVID-19. Promotional and experiential events with the Company’s assistance are particularly susceptible to external factors were delayed by many of the Company’s Mission clients due to the effects of COVID-19. The Company had temporarily furloughed employees to reflect current reduced demands associated with those client sets. However, as of the first and second quarters of calendar 2021, we started to see business dramatically improve and expect greater improvement in our results in our next fiscal quarters. As cities have commenced openings with the improvement of vaccines distribution and infection rates declining, our client activities have doubled and there is a real optimism that the economic conditions are improving. Sports, Entertainment, Pharma clients are contracting our services across all entities at rates similar to 2019. In the current environment, a major priority for us is preserving liquidity. Our primary liquidity sources are operating cash flow, cash and cash equivalents and short-term investments. Although we expect to experience a decrease in our cash flow from operations as a result of the impact of COVID-19, we have obtained relief under the CARES Act in the form of a Small Business Administration backed loans. In aggregate we received $1.7 million in SBA stimulus “Payroll Protection Program” funding in April 2020 of which the majority of these funds were used for payroll. As per the US Government rules, the funds used for payroll, healthcare benefits, and other applicable operating expenses can be forgiven and the Company reported them as such in December 2020 considering the Company believes we have substantially met these conditions. On August 14, 2020, the Company received an additional $500,000 in loans with 30 year terms under the SBA’s “Economic Injury Disaster Loan” program which the Company intends to use to address any cash shortfalls that may resulted from the current pandemic. In February 2021, the Company obtained additional relief under the CARES Act in the form of a Small Business Administration backed loans and received an additional $1.7 million in SBA stimulus “Payroll Protection Program” funds which will were used for payroll, healthcare benefits, and other applicable operating expenses. The Company believes we will substantially meet the conditions for forgiveness of this funding as well. In the United Kingdom, as of April 1, 2020, Mission furloughed twenty-seven employees, saving £78,000 in April payroll, being made up of £55,000 of furlough monies from the government and £16,000 in associated payroll savings and applied for a 3-month rent holiday. In May 1, 2020, Mission put on furlough an additional 5 employees bringing the total to 32, alongside a 10% pay cut for all employees not furloughed, saving £111,000 in May payroll, being made up of £62,000 of furlough monies from the government, £33,000 of associated payroll savings and £16,000 in savings related to the pay cut. On April 1, 2020, Troika Design Group actioned a 15% salary reduction across the majority of the Los Angeles staff and furloughed one office manager for a total savings of $112,000 per month. Finally, certain members of the Company’s executive team deferred compensation temporarily. In August 2020, the Company received £50,000 in loans related to the COVID pandemic with an interest rate of 2.5% to be paid over five years beginning one year after receipt. The Company used these proceeds to address any cash shortfalls that resulted from the pandemic. The extent to which the COVID-19 outbreak continues to impact the Company’s results will depend on future developments that are highly uncertain and cannot be predicted, including new information that may emerge concerning the severity of the virus and the actions to contain its impact. While the Company’s revenue has declined by $8.4 million from $24.6 million to $16.2 million in the years ending June 30, 2021 and 2020 respectively, the Company is still quantifying how much of this decline in revenue was caused by the pandemic as well as the impact from the departure of Mission’s founder. PRINCIPLES OF CONSOLIDATION The accompanying consolidated financial statements include the accounts of TMG, and its wholly-owned subsidiaries, Troika Design Group, Inc. (California), Troika Services Inc. (New York), Troika Analytics Inc. (New York), Troika Productions, LLC (California), Troika-Mission Holdings, Inc. (New York), Mission Culture LLC (Delaware), Mission-Media Holdings Limited (England and Wales), Mission Media USA, Inc. (New York), and Troika IO, Inc. (f/k/a Redeeem Acquisition Corp) (California). All significant intercompany accounts and transactions have been eliminated in consolidation. RECLASSIFICATION OF PRIOR YEAR FINANCIALS During the year ended June 30, 2021, the Company identified certain liabilities recorded as of June 30, 2020 relating to “Payroll Protection Program” stimulus funding totaling $1,704,000 that were to be treated as a government grant rather than debt. In accordance with IAS-20, Accounting for Government Grants and Disclosure of Government Assistance USE OF ESTIMATES The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Significant estimates and assumptions made by management include, among others, the assessment of the collectability of accounts receivable and the determination of the allowance for doubtful accounts, the valuation and useful life of capitalized equipment costs and long-lived assets, valuation of warrants and options, the determination of the useful lives and any potential impairment of long-lived assets such as intangible assets and goodwill, the allocation of purchase consideration to assets and liabilities due to the Redeeem acquisition, stock-based compensation, and deferred tax assets. Actual results could differ from those estimates. FAIR VALUE MEASUREMENT Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants as of the measurement date. Applicable accounting guidance provides an established hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in valuing the asset or liability and are developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the factors that market participants would use in valuing the asset or liability. There are three levels of inputs that may be used to measure fair value: Level 1 - Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2 - Other inputs that are directly or indirectly observable in the marketplace. Level 3 - Unobservable inputs which are supported by little or no market activity. Fair-value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as June 30, 2021 and 2020. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values. These financial instruments include cash, accounts receivable, accounts payable, accrued liabilities, and convertible notes payable. Fair values for these items were assumed to approximate carrying values because of their short term nature or they are payable on demand. The Company uses Level 3 inputs for its valuation methodology for the embedded conversion option liabilities as the fair values were determined by using the Black-Scholes option-pricing model based on various assumptions. The Company’s derivative liabilities are adjusted to reflect fair value at each period end, with any increase or decrease in the fair value being recorded in results of operations as adjustments to fair value of derivatives. IMPAIRMENT OF LONG-LIVED ASSETS The Company evaluates, on a periodic basis, long-lived assets to be held and used for impairment in accordance with the reporting requirements of ASC 360-10. The evaluation is based on certain impairment indicators, such as the nature of the assets, the future economic benefit of the assets, any historical or future profitability measurements, as well as other external market conditions or factors that may be present. If these impairment indicators are present or other factors exist that indicate that the carrying amount of the asset may not be recoverable, then an estimate of the undiscounted value of expected future operating cash flows is used to determine whether the asset is recoverable and the amount of any impairment is measured as the difference between the carrying amount of the asset and its estimated fair value. The fair value is estimated using valuation techniques such as market prices for similar assets or discounted future operating cash flows. CONCENTRATION OF CREDIT RISK Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents and accounts receivable. The Company maintains cash and cash equivalent account balances with financial institutions in the United States and United Kingdom which at times exceed federally insured limits for accounts in the United States. Considering deposits with these institutions can be redeemed on demand, the Company believes there is minimal risk. As of June 30, 2021 and 2020, the Company had $10,125,000 and $822,000 in cash that was uninsured, respectively. For the fiscal years ending June 30, 2021 and 2020, (6) customers accounted for 42.4% and 45.1% of our net revenues, respectively. As of June 30, 2021, three customers made up 44.2% of the net receivable balance however it was collected subsequent to year-end. As of June 30, 2020, three customers made up 35.6% of the net receivable balance. The Company believes there is minimal risk however it will continue to monitor. CASH AND CASH EQUIVALENTS The Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents. As of June 30, 2021 and 2020, the Company had no cash equivalents. ACCOUNTS RECEIVABLE Our accounts receivable are amounts due from our clients. The Company accounts for unbilled accounts receivable using the percentage-of-completion accounting method for revenue recognized and the customer has not been invoiced due to the terms of the contract or the timing of the account invoicing cycle. For those clients to whom we extend credit, we perform periodic evaluations of accounts receivable and maintain allowances for potential credit losses as deemed necessary. The Company periodically reviews the outstanding accounts receivable to determine whether an allowance is necessary based on an analysis of past due accounts and other factors that may indicate that the realization of an account may be in doubt. When a customer’s account is deemed to be uncollectible the outstanding balance is charged to the allowance for doubtful accounts. As of June 30, 2021 and 2020, the Company had $521,000 and $781,000, in allowance for doubtful accounts, respectively. PROPERTY AND EQUIPMENT, NET Property and equipment are stated at cost less accumulated depreciation and amortization. Property and equipment consist of furniture and computer equipment. Depreciation is calculated using the straight-line method over the estimated useful lives of the related assets, generally ranging from three to seven years. Maintenance and repairs are charged to expense as incurred. Expenditures that increase the value or productive capacity of assets are capitalized. When assets are retired or otherwise disposed of, the cost and accumulated depreciation or amortization are removed from the accounts and any resulting gain or loss is reflected in the statements of income in the period realized. GOODWILL AND INTANGIBLE ASSETS As a result of acquisitions, the Company recorded goodwill and identifiable intangible assets as part of its allocation of the purchase consideration. Goodwill Goodwill is the excess of the purchase price paid over the fair value of the net assets of the acquired business. Goodwill is tested annually at June 30 for impairment. The annual qualitative or quantitative assessments involve determining an estimate of the fair value of reporting units in order to evaluate whether an impairment of the current carrying amount of goodwill exists. A qualitative assessment evaluates whether it is more likely than not that a reporting unit’s fair value is less than its carrying amount before applying the two-step quantitative goodwill impairment test. The first step of a quantitative goodwill impairment test compares the fair value of the reporting unit to its carrying amount including goodwill. If the carrying amount of the reporting unit exceeds its fair value, an impairment loss may be recognized. The amount of impairment loss is determined by comparing the implied fair value of the reporting unit’s goodwill with the carrying amount. If the carrying amount exceeds the implied fair value then an impairment loss is recognized equal to that excess. A goodwill impairment charge of $0 and $598,000 was recorded as a result of the Company’s annual impairment assessment on June 30, 2021 and 2020, respectively. The Company has adopted the provisions of ASU 2017-04—Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. ASU 2017-04 requires goodwill impairments to be measured on the basis of the fair value of a reporting unit relative to the reporting unit’s carrying amount rather than on the basis of the implied amount of goodwill relative to the goodwill balance of the reporting unit. Thus, ASU 2017-04 permits an entity to record a goodwill impairment that is entirely or partly due to a decline in the fair value of other assets that, under existing GAAP, would not be impaired or have a reduced carrying amount. Furthermore, the ASU removes “the requirements for any reporting unit with a zero or negative carrying amount to perform a qualitative assessment and, if it fails that qualitative test, to perform Step 2 of the goodwill impairment test.” Instead, all reporting units, even those with a zero or negative carrying amount will apply the same impairment test. Accordingly, the goodwill of reporting unit or entity with zero or negative carrying values will not be impaired, even when conditions underlying the reporting unit/entity may indicate that goodwill is impaired. We test our goodwill for impairment annually, or, under certain circumstances, more frequently, such as when events or circumstances indicate there may be impairment. We are required to write down the value of goodwill only when our testing determines the recorded amount of goodwill exceeds the fair value. None of the goodwill is deductible for income tax purposes. Intangibles Intangible assets with finite useful lives consist of tradenames, non-compete agreements, acquired workforce and customer relationships and are amortized on a straight-line basis over their estimated useful lives, which range from three to ten years. The estimated useful lives associated with finite-lived intangible assets are consistent with the estimated lives of the associated products and may be modified when circumstances warrant. Such assets are reviewed for impairment when events or circumstances indicate that the carrying value of an asset may not be recoverable. An impairment loss would be recognized when estimated undiscounted future cash flows expected to result from the use of an asset and its eventual disposition are less than its carrying amount. The amount of any impairment is measured as the difference between the carrying amount and the fair value of the impaired asset. There was an impairment of intangibles recorded of $0 and $1,867,000 for the year ended June 30, 2021 and 2020, respectively. Leases Right-of-use assets and lease liabilities are recorded in accordance with Leases (Topic 842). The Company has recorded a lease liability because the Company has the obligation to make lease payments and a ROU asset for the right to use the underlying asset for the lease term. The lease liability is measured at the present value of the lease payments over the lease term. The right-of-use asset is measured at the lease liability amount, adjusted for lease prepayments, lease incentives received and the lessee’s initial direct costs. The Company uses the optional transitional method and elected to use the package of three practical expedients which allows the Company not to reassess whether contracts are or contain leases, lease classification and whether initial direct costs qualify for capitalization. Income from subleased properties as well as non-lease items such as common-area maintenance and utilities are recognized as non-operating “other income” on the Consolidated Statements of Operations and Comprehensive Loss. REVENUE RECOGNITION The Company recognizes revenue in accordance with the Financial Accounting Standards Board’s (“FASB”), Accounting Standards Codification (“ASC”) ASC 606, Revenue from Contracts with Customers (“ASC 606”). Revenues are recognized when control is transferred to customers in amounts that reflect the consideration the Company expects to be entitled to receive in exchange for those goods. Revenue recognition is evaluated through the following five steps: (i) identification of the contract, or contracts, with a customer; (ii) identification of the performance obligations in the contract; (iii) determination of the transaction price; (iv) allocation of the transaction price to the performance obligations in the contract; and (v) recognition of revenue when or as a performance obligation is satisfied. The Company recognizes primarily four revenue streams and they are retainer fees, project fees, reimbursement income, and fee income. Retainer fees are non-refundable fixed amounts being received from a client often on a recurring basis and the performance obligation is the staff being available to provide consultation services. Consulting engagements do not incur a significant amount of direct costs however any costs are recognized as incurred. Consulting fees are recognized evenly throughout the term of the agreement. Project fees are associated with the delivery of services and/or goods to a client and the revenue includes both the anticipated costs to deliver the product as well as the Company’s margin. As per ASC 606-10-25-31, the Company recognizes project fees over time by measuring the progress toward complete satisfaction of a performance obligation by measuring its performance in transferring control of the services contractually delivered to a client by applying the input method. Revenue is recognized based on the extent of inputs expended toward satisfying a performance obligation and it was determined that the best judge of inputs is the costs consumed by a project in relation to its total anticipated costs. As part of the close process the Company compiles a preliminary percentage of completion (POC) for each project which is the ratio of incurred costs to date in relation to the anticipated costs from the production team’s approved budgets. The POC ratio is then applied to the contracted revenue and the pro-rated revenue is then recognized accordingly. Reimbursement income represents compensation relating to the out-of-pocket costs associated with a staging of a live event. As per 606-10-25-31, the Company recognizes reimbursement income over time by measuring the progress toward complete satisfaction of a performance obligation by measuring its performance in transferring control of the services contractually delivered to a client by applying the input method. The revenue is recognized based on the extent of inputs expended toward satisfying a performance obligation and it was determined that the best judge of input is the costs incurred to date in relation to the anticipated costs. As a result, unless an overage or saving is identified, the reimbursement income equates to the reimbursement costs incurred. Given that the Company contracts directly with the majority of the vendors and is liable for any overages, the Company is deemed a principal in this revenue transaction as they have control over the asset and transfer the asset themselves. As a result, this transaction is recorded gross rather than net. Fee income represents the Company’s margin on the staging of a live event, is negotiated with the client prior and fixed. Based on ASC 606, the Company’s progress in satisfying the performance obligation in a contract is difficult to determine so as a result the fee income is only recognized at the conclusion of a project. Only upon confirmation the Company has performed all its contractual obligations as per the contract does the Company record fee income. Contract Assets The Company does not have any contract assets such as work-in-process. All trade receivables on the Company’s consolidated balance sheet are from contracts with customers. Contract Costs Costs incurred to obtain a contract are capitalized unless short term in nature. As a practical expedient, costs to obtain a contract that are short term in nature are expensed as incurred. The Company does not have any contract costs capitalized as of June 30, 2021 and 2020. Contract Liabilities - Deferred Revenue The Company’s contract liabilities consist of advance customer payments and deferred revenue. Deferred revenue results from transactions in which the Company has been paid for products by customers, but for which all revenue recognition criteria have not yet been met. Once all revenue recognition criteria have been met, the deferred revenues are recognized. ADVERTISING The Company generally expenses marketing and advertising costs as incurred. During the years ended June 30, 2021 and 2020, the Company incurred $0 and $12,000, respectively, on marketing, trade shows and advertising. The Company received rebates on advertising from co-operative advertising agreements with several vendors and suppliers. These rebates have been recorded as a reduction to the related advertising and marketing expense. BENEFICIAL CONVERSION FEATURE The Company accounts for convertible notes payable in accordance with the guidelines established by the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 470-20, Debt with Conversion and Other Options, Emerging Issues Task Force (“EITF”) 98-5, Accounting for Convertible Securities with Beneficial Conversion Features or Contingently Adjustable Conversion Ratios, and EITF 00-27, Application of Issue No 98-5 To Certain Convertible Instruments. The Beneficial Conversion Feature (“BCF”) of a convertible note is normally characterized as the convertible portion or feature of certain notes payable that provide a rate of conversion that is below market value or in-the-money when issued. The Company records a BCF related to the issuance of a convertible note when issued and also records the estimated fair value of any

PROPERTY AND EQUIPMENT

PROPERTY AND EQUIPMENT	6 Months Ended	12 Months Ended
	Dec. 31, 2021	Jun. 30, 2021
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT	NOTE 2 – PROPERTY AND EQUIPMENT Property and equipment consist of the following as of December 31, 2021 and June 30, 2021: December 31, 2021 June 30, 2021 Computer equipment $ 746,000 $ 697,000 Website design 6,000 6,000 Office machine & equipment 96,000 97,000 Furniture & fixtures 467,000 438,000 Leasehold improvements 138,000 135,000 Tenant incentives 145,000 145,000 1,598,000 1,518,000 Accumulated depreciation (1,224,000 ) (1,175,000 ) Net book value $ 374,000 $ 343,000 During the three months ended December 31, 2021 and 2020, depreciation expense was $28,000 and $30,000, respectively. During the six months ended December 31, 2021 and 2020, depreciation expense was $58,000 and $61,000, respectively.	NOTE 3 – PROPERTY AND EQUIPMENT Property and equipment consist of the following as of June 30: 2021 2020 Computer equipment $ 697,000 $ 620,000 Website design 6,000 6,000 Office machine & equipment 97,000 89,000 Furniture & fixtures 438,000 429,000 Leasehold improvements 135,000 173,000 Tenant incentives 145,000 145,000 1,518,000 1,462,000 Accumulated depreciation (1,175,000 ) (1,118,000 ) Net book value $ 343,000 $ 344,000 During the years ended June 30, 2021 and 2020, depreciation expense was $131,000 and $344,000, respectively. In January 2020, the Company terminated the lease agreement for Troika Design’s office at 101 South La Brea in Los Angeles and relocated to a new office space at 1715 North Gower Street in Los Angeles, CA. As a result of a move, $192,000 in leasehold improvements in net book value associated with the La Brea office space was taken as a loss in the fiscal year ending June 30, 2020. Due to the effect of early termination of operating lease, a gain of $356,000 representing the difference between the right of use asset and the lease liability was recorded. Please see Note 9 – Leases for additional detail. In April 2021, the Company terminated the lease agreement for Mission-Media Limited’s office at 32 Shelton Street in London and relocated to a new office space at 19-23 Fitzroy Street in London. As a result of a move, $33,000 in leasehold improvements in net book value associated with the Shelton Street office was taken as a loss in the fiscal year ending June 30, 2021. Due to the effect of early termination of operating lease, a gain of $36,000 representing the difference between the right of use asset and the lease liability was recorded. Please see Note 9 – Leases for additional detail.

INTANGIBLE ASSETS

INTANGIBLE ASSETS	6 Months Ended	12 Months Ended
	Dec. 31, 2021	Jun. 30, 2021
INTANGIBLE ASSETS
INTANGIBLE ASSETS	NOTE 3 – INTANGIBLE ASSETS Intangible assets consisted of the following as of December 31, 2021 and June 30, 2021: December 31, 2021 June 30, 2021 Customer relationship $ 4,960,000 $ 4,960,000 Non-core customer relationships 760,000 760,000 Non-compete agreements 1,430,000 1,430,000 Technology 520,000 520,000 Tradename 470,000 470,000 Workforce acquired 2,125,000 2,125,000 10,265,000 10,265,000 Less: accumulated amortization (8,006,000 ) (7,662,000 ) Net book value $ 2,259,000 $ 2,603,000 Purchased intangible assets with finite useful lives are amortized over their respective estimated useful lives (using an accelerated method for customer relationships and trade names) to their estimated residual values, if any. The Company’s finite-lived intangible assets consist of customer relationships, contractor and resume databases, trade names, and internal use software and are being amortized over periods ranging from two to nine years. Purchased intangible assets are reviewed annually to determine if facts and circumstances indicate that the useful life is shorter than originally estimated or that the carrying amount of assets may not be recoverable. If such facts and circumstances exist, recoverability is assessed by comparing the projected undiscounted net cash flows associated with the related asset or group of assets over their remaining lives against their respective carrying amounts. Impairments, if any, are based on the excess of the carrying amount over the fair value of those assets. If the useful life is shorter than originally estimated, the rate of amortization is accelerated and the remaining carrying value is amortized over the new shorter useful life. For the three and six months December 31, 2021, the Company had no impairments. For the three and six months December 31, 2020, the Company had no impairments. During the fiscal year ending June 30, 2021, the Company recorded $0 in impairment expense related to intangibles. During the three months ended December 31, 2021 and 2020, amortization expense was $171,000 and $539,000, respectively. During the six months ended December 31, 2021 and 2020, amortization expense was $343,000 and $1,079,000, respectively.	NOTE 4 – INTANGIBLE ASSETS & GOODWILL Intangible assets consisted of the following as of June 30: 2021 2020 Customer relationship $ 4,960,000 $ 8,510,000 Non-core customer relationships 760,000 760,000 Non-compete agreements 1,430,000 2,200,000 Technology 520,000 - Tradename 470,000 410,000 Workforce acquired 2,125,000 2,790,000 10,265,000 14,670,000 Less: accumulated impairment expense - (1,867,000 ) Less: accumulated amortization (7,662,000 ) (8,612,000 ) Net book value $ 2,603,000 $ 4,191,000 Purchased intangible assets with finite useful lives are amortized over their respective estimated useful lives (using a straight-line method for customer relationships and trade names) to their estimated residual values, if any. The Company’s finite-lived intangible assets consist of customer relationships, contractor and resume databases, trade names, and internal use software and are being amortized over periods ranging from two to nine years. Purchased intangible assets are reviewed annually to determine if facts and circumstances indicate that the useful life is shorter than originally estimated or that the carrying amount of assets may not be recoverable. If such facts and circumstances exist, recoverability is assessed by comparing the projected undiscounted net cash flows associated with the related asset or group of assets over their remaining lives against their respective carrying amounts. Impairments, if any, are based on the excess of the carrying amount over the fair value of those assets. If the useful life is shorter than originally estimated, the rate of amortization is accelerated and the remaining carrying value is amortized over the new shorter useful life. For the fiscal years ending June 30, 2021 and 2020, the Company recorded $0 and $1,867,000 in impairment expense related to intangibles respectively. During the years ended June 30, 2021 and 2020 amortization expense was $2,168,000 and $4,002,000, respectively. Future amortization expense is as follow for the years ending June 30, 2022 $ 687,000 2023 687,000 2024 399,000 2025 377,000 2026 277,000 2027 176,000 $ 2,603,000 A goodwill impairment charge of $0 and $1,985,000 was recorded as a result of the Company’s annual impairment assessment in fiscal year 2021 and 2020 respectively. The impairment of $1,985,000 in the fiscal year ending June 30, 2020 relates to both the Mission US and Mission UK entities and is the result of lower than anticipated revenue due to the departure of its founder Nicola Stephenson in January 2019. This impairment was lessened as a result of measures taken by the Company including additional investments in new business development and reduction in operating costs. Goodwill will be reassessed during our next annual measurement date of June 30, 2022. Notwithstanding the foregoing, the Company asserted economic damages and loss of goodwill in the Stephensons litigation greatly in excess of the amount allowed by GAAP as detailed and calculated by the Company's damages expert retained in the litigation (Note 11 – Legal Contingencies).

ACCOUNTS PAYABLE ACCRUED EXPENS

ACCOUNTS PAYABLE ACCRUED EXPENSES	6 Months Ended	12 Months Ended
	Dec. 31, 2021	Jun. 30, 2021
ACCOUNTS PAYABLE ACCRUED EXPENSES
ACCOUNTS PAYABLE & ACCRUED EXPENSES	NOTE 4 – ACCOUNTS PAYABLE & ACCRUED EXPENSES As of December 31, 2021 and June 30, 2021, the Company recorded $6,549,000 and $8,363,000 in accounts payable and accrued expenses respectively. Both accounts payable and accrued expenses are treated as current liabilities however the difference is that a formal invoice has been received and entered to record an accounts payable. December 31, 2021 June 30, 2021 Accounts payable $ 1,668,000 $ 2,362,000 Accrued expenses 3,885,000 4,819,000 Accrued payroll 312,000 294,000 Accrued taxes 684,000 888,000 $ 6,549,000 $ 8,363,000	NOTE 5 – ACCOUNTS PAYABLE & ACCRUED EXPENSES As of June 30, 2021 and 2020, the Company recorded $8,363,000 and $8,137,000 in accounts payable and accrued expenses respectively. Both accounts payable and accrued expenses are treated as current liabilities however the difference is that a formal invoice has been received and entered to record an accounts payable. As of June 30, 2021 2020 Accounts payable $ 2,362,000 $ 3,281,000 Accrued expenses 4,819,000 4,047,000 Accrued payroll 294,000 482,000 Accrued taxes 888,000 327,000 $ 8,363,000 $ 8,137,000

CONVERTIBLE NOTES PAYABLE

CONVERTIBLE NOTES PAYABLE	6 Months Ended	12 Months Ended
	Dec. 31, 2021	Jun. 30, 2021
CONVERTIBLE NOTES PAYABLE
CONVERTIBLE NOTES PAYABLE	NOTE 5 – CONVERTIBLE NOTES PAYABLE In October 2020, the Company received gross proceeds of $50,000 representing a convertible note payable issued to an existing investor. Terms include an interest rate of 10% and a maturity date the earlier of January 1, 2021 or five business days after the Company is listed on a US national securities exchange. Upon mutual agreement, the outstanding balance can be converted to common stock at a conversion price 25% less the current market price. In consideration for the loan, 6,667 warrants were issued at an exercise price of $2.25 per share vesting over three years. The Company determined that the note’s conversion feature should be valued separately and bifurcated from the host instrument and accounted for as a separate derivative liability. The fair market value of the embedded conversion feature was determined to be $1,000 and $13,000 using the Black-Scholes model as of December 31, 2021 and June 30, 2021, respectively. The derivative liability was recorded as a short-term liability and interest expense of $1,000 and $3,000 were recorded for the three and six months ending December 31, 2021, respectively. The assumptions used in the Black-Scholes valuation include a volatility of 63.96%, risk-free rate of 1.26% and a term of one year. During the three months ended December 31, 2021 and 2020, the Company paid $0 towards the principal of the Promissory Notes. During the six months ended December 31, 2021 and 2020, the Company paid $0 towards the principal of the Promissory Notes. As of December 31, 2021 and June 30, 2021, there was a total $50,000 in notes payable outstanding. The Company recorded $1,000 and $10,000 in interest expense relating to convertible note payables during the three months ended December 31, 2021 and 2020. The Company recorded $3,000 and $12,000 in interest expense relating to convertible note payables during the six months ended December 31, 2021 and 2020. The Company recorded $0 and $392,000 in amortization expense relating to the note payable discount during the three months ended December 31, 2021 and 2020, respectively. The Company recorded $0 and $409,000 in amortization expense relating to the note payable discount during the six months ended December 31, 2021 and 2020, respectively.	NOTE 6 – CONVERTIBLE NOTES PAYABLE During the year ending June 30, 2020, the Company issued a convertible promissory note of $200,000 to a borrower with an interest rate of 10.0%, a loan fee of $10,000, and the balance was convertible into shares of the Company’s common stock at a rate of $3.75 per share. The balance was recorded as a current liability as payment was due on the earlier of February 28, 2020 or listing on a US national securities exchange which was anticipated within the next twelve months. In consideration for the loan, the borrower received warrants for 13,333 shares of common stock at an exercise price of $3.75 per share vesting over three years. Using the Black-Scholes model, the warrants were valued at $25,000 and were recorded as interest expense. Interest expense of $9,000 representing the contractual interest rate was accrued on June 30, 2020. The note holder elected to convert in early July 2020 and no interest was recorded in the fiscal year ending June 30, 2021. The convertible note payable contains a beneficial conversation feature because the convertible portion or feature of the convertible note payable provides a rate of conversion that is below market value and therefore is “in-the-money” when issued. The Company has recorded the beneficial conversation feature to the issuance of the convertible note payable when issued and also recorded the estimated fair value of the detachable Warrant issued with the convertible note payable. The beneficial conversation feature of the convertible note payable was measured by allocating a portion of the convertible note payable’s proceeds to the detachable Warrant (utilizing Black-Scholes methodology), and as a reduction of the carrying amount of the convertible note payable equal to the intrinsic value of the conversion feature, both of which were credited to additional paid-in-capital as of the issuance date. The value of the proceeds received from the convertible note payable was then allocated between the conversion features and Warrant on an allocated fair value basis. The allocated value of the beneficial conversation feature and Warrant exceeded the proceeds received from issuance of the convertible note payable which was recorded as a discount from the face amount of the convertible note payable. The discount is amortized over the term of the convertible note payable under the interest method and is charged to interest expense. Following is an analysis of the aforementioned convertible note payable as of the fiscal year ending June 30, 2020: Amount allocated to detachable warrants $ 25,000 Amount allocated to beneficial conversion feature 19,000 Amount allocated to convertible note 156,000 Par value of convertible note payable 200,000 Unamortization of debt discount - Balance of convertible note payable $ 200,000 During the year ending June 30, 2020, the Company issued a convertible promissory note of $200,000 to a borrower with an interest rate of 10.0%, a loan fee of $10,000, and the balance was convertible into shares of the Company’s common stock at a rate of $3.75 per share. The balance was recorded as a current liability as payment was due on the earlier of March 7, 2020 or listing to a US national securities exchange which was anticipated within the next twelve months. In consideration for the loan, the borrower received warrants for 66,667 shares of common stock at an exercise price of $3.75 per share vesting over five years. Interest expense of $8,000 representing the contractual interest rate was accrued on June 30, 2020. Using the Black-Scholes model, the warrants were valued at $22,000 and were recorded as interest expense. The note holder elected to convert in early July 2021 and no interest was recorded in the fiscal year ending June 30, 2021. Following is an analysis of the aforementioned convertible note payable as of the fiscal year ending June 30, 2020: Amount allocated to detachable warrants $ 22,000 Amount allocated to beneficial conversion feature 26,000 Amount allocated to convertible note 152,000 Par value of convertible note payable 200,000 Unamortization of debt discount - Balance of convertible note payable $ 200,000 During the year ending June 30, 2020, the Company issued a convertible promissory note of 1,000,000 to a borrower with an interest rate of 10.0%, a loan fee of $120,000, and the balance was convertible into shares of the Company’s common stock at a rate of $3.00 per share. The balance was recorded as a current liability as payment was due on the earlier of April 15, 2020 or listing to a US national securities exchange which was anticipated within the next twelve months. In consideration for the loan, the borrower received warrants for 200,000 shares of common stock at an exercise price of $0.75 per share vesting over three years and warrants for 66,667 shares of common stock at an exercise price of $3.00 per share vesting over three years. The note also includes a loan conversion option which entitles the lender upon conversion to additional warrants for 333,334 shares of common stock at an exercise price of $0.75 per share. In April 2020, it was mutually agreed to extend the maturity date to July 15, 2020 and in consideration the lender would receive upon conversion additional warrants of 66,666 shares of common stock (representing a total of 400,000 shares of common stock) at an exercise price of $0.75 per share. Interest expense of $34,000 was accrued as of June 30, 2020. The note holder elected to convert in early July 2020 and no interest was recorded in the fiscal year ending June 30, 2021. Following is an analysis of the aforementioned convertible note payable as of the fiscal year ending June 30, 2020: Amount allocated to detachable warrants $ 437,000 Amount allocated to beneficial conversion feature 563,000 Amount allocated to convertible note - Par value of convertible note payable 1,000,000 Unamortization of discount - Balance of convertible note payable $ 1,000,000 In August 2020, the Company issued a convertible promissory note of $100,000 to a lender with an interest rate of 10.0%. If the loan was not paid by its maturity date which was the earlier of November 30, 2020 or five business days after the Company is listed on a national securities exchange, the principal due shall incur prospective interest of 20%. Upon mutual agreement, the balance including accrued interest is convertible into shares of the Company’s common stock at its then current market price less a 25% discount. In May 2021, the Company made a payment of $119,000 to the holder representing $100,000 in principal and $19,000 in accrued interest. The Company determined that the note’s conversion feature should be valued separately and bifurcated from the host instrument and accounted for as a separate derivative liability. The fair market value of the embedded conversion feature at the time of the settlement was determined to be $28,000 using the Black-Scholes model. Previously the derivative liability was recorded as a short-term liability and recorded as a gain on derivative liabilities on the income statement upon settlement. The assumptions used in the Black-Scholes valuation include a volatility of 65.81%, risk-free rate of 0.8% and term of one year. In September 2020, the Company issued a convertible promissory note of $50,000 to a lender with an interest rate of 10.0%. If the loan is not paid by its maturity date which was the earlier of November 30, 2020 or five business days after the Company is listed on a national securities exchange, the principal due shall incur prospective interest of 20% per annum. Upon mutual agreement, the balance including accrued interest is convertible into shares of the Company’s common stock at its then current offering price less a 25% discount. In June 2021, the holder elected to convert the principal and accrued interest and was issued 18,646 shares of the Company’s common stock. The Company determined that the note’s conversion feature should be valued separately and bifurcated from the host instrument and accounted for as a separate derivative liability. The fair market value of the embedded conversion feature at the time of the conversion was determined to be $10,000 using the Black-Scholes model. Previously, the derivative liability was recorded as a short-term liability and recorded as a gain on derivative liabilities on the income statement upon conversion. The assumptions used in the Black-Scholes valuation include a volatility of 65.81%, risk-free rate of 0.8% and term of one year. In October 2020 and December 2020, the Company received gross proceeds of $247,500 and $52,500, respectively, for a total of $300,000 representing a convertible note payable issued to an existing investor. Terms include a maturity date of December 7, 2020, interest rate of 10% if the loan was not paid in full by the maturity date, and the outstanding balance can be converted to common stock at a conversion price of $3.00 per share of common stock if mutually agreed. In consideration for the loan, 26,667 warrants were issued at an exercise price of $1.95 per share vesting over three years and the issuance of 106,667 shares of restricted shares of common stock. In June 2021, the holder elected to convert and was issued 228,201 shares of the Company’s common stock. In October 2020, the Company received gross proceeds of $50,000 representing a convertible note payable issued to an existing investor. Terms include an interest rate of 10% and a maturity date the earlier of January 1, 2021 or five business days after the Company is listed on a US national securities exchange. Upon mutual agreement, the outstanding balance can be converted to common stock at a conversion price 25% less the current offering price. In consideration for the loan, 6,667 warrants were issued at an exercise price of $2.25 per share vesting over three years. The Company determined that the note’s conversion feature should be valued separately and bifurcated from the host instrument and accounted for as a separate derivative liability. The fair market value of the embedded conversion feature was determined to be $13,000 using the Black-Scholes model as of June 30, 2021, a derivative liability was recorded as a short-term liability, and interest expense of $3,000 was recorded for the fiscal year ended June 30, 2021. The assumptions used in the Black-Scholes valuation include a volatility of 63.22%, risk-free rate of 0.87% and a term of one. In April 2021, the Company made a payment of $35,000 relating to the settlement of a convertible note payable for $35,000 which the Company held since the fiscal year ended June 30, 2016. With a contracted interest rate of 0%, imputed interest of $0 and $1,000 was recorded for the fiscal years ending June 30, 2021 and 2020 respectively. During year ended June 30, 2021 and 2020, the Company paid $335,000 and $0 towards the principal of the Promissory Notes, respectively. As of June 30, 2021 and 2020, there was a total of $50,000 and $1,435,000 in convertible notes payable outstanding. The Company recorded interest expense on convertible notes payable of $11,000 and $51,000 during the years ended June 30, 2021 and 2020, respectively. The Company recorded $0 and $2,000 in imputed interest during the years ended June 30, 2021 and 2020, respectively.

NOTE PAYABLE RELATED PARTY

NOTE PAYABLE RELATED PARTY	6 Months Ended	12 Months Ended
	Dec. 31, 2021	Jun. 30, 2021
NOTE PAYABLE RELATED PARTY
NOTE PAYABLE RELATED PARTY	NOTE 6 – NOTE PAYABLE RELATED PARTY As of December 31, 2021 and June 30, 2021, the Company owed the founder and CEO of Troika Design Group, Inc., Dan Pappalardo, approximately $150,000 and $200,000, respectively. The loan was due and payable on demand and accrued interest at 10.0% per annum. In the three and six months ending December 31, 2021, the Company made payments of $30,000 and $50,000 in principal, respectively. Interest expense of $4,000 and $9,000 were recorded for this note for the three and six months ending December 31, 2021, respectively. Interest expense of $5,000 and $10,000 were recorded for this note for the three and six months ending December 31, 2020, respectively. As of December 31, 2021 and 2020, the Company owed the estate of his mother Sally Pappalardo $0 and $235,000, respectively. The loan was due and payable on demand and accrued interest at 10.0% per annum. Interest expense of $5,000 and $10,000 were recorded for this note for the three and six months ending December 3, 2020, respectively. In the year ended June 30, 2021, the Company paid $300,000 to the estate of Sally Pappalardo representing the outstanding principal of $235,000 and accrued interest of $65,000. The holder provided the Company a signed release acknowledging all obligations under the note had been paid in full. During the year ended June 30, 2020, the Company issued a convertible promissory note of $1,300,000 to a related party with an interest rate of 5.0% and convertible into shares of the Company’s common stock at a rate of $0.75 per share. The holder elected to convert the debt into shares of the Company’s common stock in July 2019 at a rate of $0.75 per share for 1,733,334 shares. This balance was recorded as stock payable on June 30, 2020 as the shares were not issued until July 2020. Total interest expense on note payable related party was $4,000 and $9,000 for these notes for the three and six months ending December 31, 2021, respectively. Total interest expense on note payable related party was $10,000 and $20,000 for these notes for the three and six months ending December 31, 2020, respectively.	NOTE 7 – NOTE PAYABLE RELATED PARTY As of June 30, 2021 and 2020, the Company owed the founder and CEO of Troika Design Group, Inc. Dan Pappalardo approximately $200,000 and $217,000, respectively. In April 2021, the Company paid $17,000 to Dan Pappalardo representing the miscellaneous expense reimbursements. As of June 30, 2021 and 2020, the Company also owed the estate of his mother Sally Pappalardo $0 and $235,000, respectively. The loans were due and payable on demand and accrue interest at 10.0% per annum. In April 2021, the Company paid $300,000 to the estate of Sally Pappalardo representing the outstanding principal of $235,000 and accrued interest of $65,000. The holder provided the Company a signed release acknowledging all obligations under the note had been paid in full. On January 27, 2019, Daniel Jankowski and Tom Ochocki (collectively the “Lenders”) entered into a facility agreement with Mission Media Limited (“MML”) in order to provide certain funds allowing MML to exit administration in the United Kingdom. Mr. Ochocki, as primary lender, provided MML £1,594,211 ($2,227,000) which was received in January 2019. The same agreement allowed the Company to draw upon Mr. Jankowski in upwards of £992,895 ($1,373,000) however the funds were not needed. Mr. Ochocki was a member of the Board of the Company and subsequent to the loan, Mr. Jankowski was appointed to the Board. Both Lenders were appointed to the Board of Mission Media Holdings Limited. The loan had a repayment date of January 2022 and an interest rate of 0%. In April 2021, the balance of $2,227,000 was paid in full. Imputed interest of $3,000 and $40,000 were recorded for this facility agreement in the fiscal years ending June 30, 2021 and 2020, respectively. Total interest expense on note payable related party was $7,000 and $42,000 during the years ended June 30, 2021 and 2020, respectively. Below is a breakout showing the short term and long term potions of note payable related party as of June 30: As of June 30, 2021 2020 Short term portion Dan Pappalardo $ 200,000 $ 217,000 Estate of Sally Pappalardo - 235,000 $ 200,000 $ 452,000 Long term portion Tom Ochocki $ - $ 1,975,000 $ - $ 1,975,000

LEASES

LEASES	6 Months Ended	12 Months Ended
	Dec. 31, 2021	Jun. 30, 2021
LEASES
LEASES	NOTE 7 – LEASE LIABILITIES The Company leases office space and as a result of our adoption of ASC 842, the operating leases are reflected on our balance sheet within operating lease right-of-use (ROU) assets and the related current and non-current operating lease liabilities. ROU assets represent the right to use an underlying asset for the lease term, and lease liabilities represent the obligation to make lease payments arising from lease agreement. Lease expense is recognized on a straight-line basis over the lease term, subject to any changes in the lease or expectation regarding the terms. Variable lease costs such as common area maintenance, property taxes and insurance are expensed as incurred. When the new accounting standard was adopted on July 1, 2019, the Company had current and long-term operating lease liabilities of $2,275,000 and $6,916,000, respectively, and right of use of assets of $8,348,000. As of December 31, 2021, the Company had current and long-term operating lease liabilities of $3,109,000 and $5,341,000, respectively, and right of use of assets of $6,356,000. As of June 30, 2021, the Company had current and long-term operating lease liabilities of $3,344,000 and $5,835,000, respectively, and right of use of assets of $6,887,000. Future minimum lease payments on a discounted and undiscounted basis under these leases are as follows: Troika Gower Troika LaBrea Corporate Englewood Mission US Brooklyn Mission US Manhattan Mission UK London Undiscounted Cash Flows Discount rate 5.50 % 5.50 % 5.50 % 5.50 % 5.50 % 5.50 % Remainder of 2022 $ 633,000 $ 883,000 $ 51,000 $ 719,000 $ 23,000 $ 245,000 $ 2,554,000 2023 558,000 - 103,000 497,000 - 635,000 1,793,000 2024 580,000 - 107,000 509,000 - 635,000 1,831,000 2025 346,000 - 110,000 522,000 - 635,000 1,613,000 2026 - - 113,000 535,000 - 528,000 1,176,000 2027 - - 9,000 455,000 - 464,000 Total undiscounted minimum future payments $ 2,117,000 $ 883,000 $ 493,000 $ 3,237,000 $ 23,000 $ 2,678,000 $ 9,431,000 Imputed interest (110,000 ) - (140,000 ) (381,000 ) - (350,000 ) (981,000 ) Total operating lease liabilities $ 2,007,000 $ 883,000 $ 353,000 $ 2,856,000 $ 23,000 $ 2,328,000 $ 8,450,000 Short-term lease liabilities $ 827,000 $ 883,000 $ 88,000 $ 844,000 $ 23,000 $ 444,000 $ 3,109,000 Long-term lease liabilities $ 1,180,000 $ - $ 265,000 $ 2,012,000 $ - $ 1,884,000 $ 5,341,000 Other information related to our operating leases is as follows: December 31, 2021 Weighted average remaining lease term in years 3.9 years Weighted average discount rate 10.4 % LEASE AGREEMENTS On February 1, 2018, Troika Media Group entered into a five-year lease agreement for office space in Englewood Cliffs, NJ. The beginning lease expense was $4,120 per month escalating annually at 3.5% and the lease expires on January 31, 2023. In August 2021, the Company terminated the lease and Troika Services, Inc. entered into a new lease agreement for a larger office space within the same building. The beginning lease expense was $8,390 per month escalating annually at 3.0% for a term of five years expiring July 2026. As per accounting standard ASC 842, the Company is treating this lease as new agreement and recorded a loss of $3,000 from the early termination of the operating lease. As a result of the new lease agreement, the Company acquired $467,000 in right-of-use assets. On January 9, 2014, Mission USA entered into a seven year and five-month lease agreement for office space in New York, NY. The lease expired in January 2022 and was not renewed. On May 2, 2017, Mission USA entered into a ten-year lease agreement for office space in Brooklyn, NY. The beginning lease expense was $34,278 per month escalating annually at 2.5%. As part of the lease agreement, Mission USA received a rent abatement in months one through four of the lease. The lease expires on May 1, 2027. In August 2021, the Company amended the lease agreement and lowered the base rent beginning in July 2021 to $24,750 for twelve months, escalating to $28,875 in July 2022 for twelve months, and then returning to the original lease agreement. Contingent on the Company abiding by the payment terms stipulated in the amendment regarding the outstanding rent, the landlord agreed to abate $120,405 of this balance and the Company plans to record this abatement in August 2022 after fulfilling its obligations relating to the payment terms. On April 6, 2016, Mission UK entered into a ten-year lease agreement for office space in London, UK. In April 2021, Mission UK terminated the original lease agreement and has agreed with the landlord to occupy the first floor of the building through June 2021 at £8,858 per month. In April 2021, Mission UK entered into a three-year lease agreement for office space in London, UK ending in April 2024. The lease expense is £39,173 ($52,875) per month throughout the life of the lease. On February 1, 2020, Troika Production Group, LLC. entered into a five-year lease agreement for office space in Los Angeles, CA. The beginning lease expense is $42,265 and the lease provides for an escalation clause where the Company will be subject to an annual rent increase of 3.5%, year over year. The lease expires on January 31, 2025. The Company accounts for leases based on the new accounting standard ASC 842 and recorded $940,000 and $746,000 in rent expense for the six months ended December 31, 2021 and 2020, respectively. SUBLEASE AGREEMENTS On January 19, 2018, Mission Media USA, Inc. entered into a four-year sublease agreement pertaining to the aforementioned office space in New York, NY. The sublease commenced on March 1, 2018, ended in January 2022, and was not renewed. The lease income was $22,496 per month escalating annually at 3.0%. On April 19, 2018, Mission-Media Limited entered into a sublease agreement pertaining to a floor within the aforementioned office space in London, UK. The sublease commenced in April 2018 and terminated in March 2021. The lease income was £5,163 per month.	NOTE 9 – LEASES The Company leases office space and as a result of our adoption of ASC 842, the operating leases are reflected on our balance sheet within operating lease right-of-use (ROU) assets and the related current and non-current operating lease liabilities. ROU assets represent the right to use an underlying asset for the lease term, and lease liabilities represent the obligation to make lease payments arising from lease agreement. Lease expense is recognized on a straight-line basis over the lease term, subject to any changes in the lease or expectation regarding the terms. Variable lease costs such as common area maintenance, property taxes and insurance are expensed as incurred. When the new accounting standard was adopted on July 1, 2019, the Company had current and long-term operating lease liabilities of $2,275,000 and $6,916,000, respectively, and right of use of assets of $8,348,000. As of June 30, 2021, the Company had current and long-term operating lease liabilities of $3,344,000 and $5,835,000, respectively, and right of use of assets of $6,887,000. As of June 30, 2020, the Company had current and long-term operating lease liabilities of $2,255,000 and $7,003,000, respectively, and right of use of assets of $8,297,000. Future minimum lease payments on a discounted and undiscounted basis under these leases are as follows: Troika Gower Troika LaBrea Corporate Englewood Mission US Brooklyn Mission US Manhattan Mission UK Fitzroy Undiscounted Cash Flows Discount rate 5.50 % 5.50% 5.50% 5.50% 5.50% 5.50% 2022 $ 1,043,000 $ 883,000 $ 55,000 $ 460,000 $ 209,000 $ 496,000 $ 3,146,000 2023 558,000 - 19,000 497,000 - 650,000 1,724,000 2024 580,000 - - 509,000 - 650,000 1,739,000 2025 346,000 - - 522,000 - 650,000 1,518,000 2026 - - - 535,000 - 542,000 1,077,000 2027 - - - 455,000 - 455,000 Total undiscounted minimum future payments $ 2,527,000 $ 883,000 $ 74,000 $ 2,978,000 $ 209,000 $ 2,988,000 $ 9,659,000 Imputed interest (157,000 ) - - 130,000 (26,000 ) (427,000 ) (480,000 ) Total operating lease liabilities $ 2,370,000 $ 883,000 $ 74,000 $ 3,108,000 $ 183,000 $ 2,561,000 $ 9,179,000 Short-term lease liabilities $ 951,000 $ 883,000 $ 56,000 $ 908,000 $ 183,000 $ 363,000 $ 3,344,000 Long-term lease liabilities $ 1,419,000 $ - $ 18,000 $ 2,200,000 $ - $ 2,198,000 $ 5,835,000 Other information related to our operating leases is as follows: June 30, 2021 Weighted average remaining lease term in years 3.2 years Weighted average discount rate 5.0 % For the fiscal years ending June 30, 2021 and 2020, the Company recorded $2,573,000 and $1,983,000 in lease expense, respectively. LEASE AGREEMENTS On February 8, 2013, our Troika Design Group, Inc. subsidiary entered into a lease agreement for office space in Los Angeles, CA. The lease commenced upon move in, December 15, 2013. As part of the lease agreement, Troika received a rent abatement in months two through six of the lease and partial rent abatement in months seven through nine. The lease also provides for an escalation clause where the Company will be subject to an annual rent increase of 3%, year over year. Initially the lease expired on May 31, 2021, however the Company surrendered the premises in January 2020. On February 1, 2018, Troika Media Group entered into a five-year lease agreement for office space in Englewood Cliffs, NJ. The beginning lease expense was $4,120 per month escalating annually at 3.5%. The lease expires on January 31, 2023. On January 9, 2014, Mission USA entered into a seven year and five-month lease agreement for office space in New York, NY. The beginning lease expense was $19,230 per month escalating annually at 2.5%. As part of the lease agreement, Mission USA received a rent abatement in months one through five of the lease. The lease expires January 2022. On May 2, 2017, Mission USA entered into a ten-year lease agreement for office space in Brooklyn, NY. The beginning lease expense was $34,278 per month escalating annually at 2.5%. As part of the lease agreement, Mission USA received a rent abatement in months one through four of the lease. The lease expires on May 1, 2027. On April 6, 2016, Mission UK entered into a ten-year lease agreement for office space in London, UK. The beginning lease expense was £17,365 ($22,432) per month for the first twelve months and then escalated to £40,916 ($52,855) per month for the remainder of the lease which expires April 5, 2026. As part of the lease agreement, Mission UK received a rent abatement in months sixty-one through sixty-six of the lease. On September 8, 2020, Mission UK entered into an amendment to the current lease providing a discount for the period between March 25, 2020 and September 28, 2020 in acceptance of an increase in the monthly payments from £40,916 to £46,766 for the months of October 2020 through April 2021. The amended lease was reported in accordance ASC 842 and the lease expense was recognized on a straight-line basis over the new lease term. In April 2021, Mission UK terminated the original lease agreement and has agreed with the landlord to occupy the first floor of the building through June 2021 at £8,858 per month. In April 2021, Mission UK entered into a three-year lease agreement for office space in London, UK ending in April 2024. The lease expense is £39,173 ($54,016) per month throughout the life of the lease. On February 1, 2020, Troika Production Group, LLC. entered into a five-year lease agreement for office space in Los Angeles, CA. The beginning lease expense is $42,265 and the lease provides for an escalation clause where the Company will be subject to an annual rent increase of 3.5%, year over year. The lease expires on January 31, 2025. The Company accounts for leases based on the new accounting standard ASC 842 and recorded $2,573,000 and $1,983,000 in rent expense for the year ended June 30, 2021 and 2020, respectively. SUBLEASE AGREEMENTS On January 19, 2018, Mission Media USA, Inc. entered into a four-year sublease agreement pertaining to the aforementioned office space in New York, NY. The sublease commenced on March 1, 2018 and ends January 2022. The lease income was $22,496 per month escalating annually at 3.0%. On April 19, 2018, Mission-Media Limited entered into a sublease agreement pertaining to a floor within the aforementioned office space in London, UK. The sublease commenced in April 2018 and terminated in March 2021. The lease income was £5,163 per month. A summary of the rental income recognized by each entity is presented in the table below for the fiscal years ending June 30: 2021 2020 Troika Design $ - $ 186,000 Mission US 289,000 292,000 Mission UK 163,000 213,000 $ 452,000 $ 691,000

LEGAL CONTINGENCIES

LEGAL CONTINGENCIES	6 Months Ended	12 Months Ended
	Dec. 31, 2021	Jun. 30, 2021
LEGAL CONTINGENCIES
LEGAL CONTINGENCIES	NOTE 8 – LEGAL MATTERS We may become a party to litigation in the normal course of business. In the opinion of management, there are no legal matters involving us that would have a material adverse effect upon our financial condition, results of operations or cash flows. STEPHENSON SETTLEMENT In July 2021, the Company entered into a settlement agreement regarding the Stephenson legal dispute which settled all matters between the Company and the former owners of the Mission entities. The agreement provided for the full payment of all amounts due to the Company and allowed the Stephensons to sell the shares subject to a leak-out period. The agreement was filed with the Court and a settlement payment of approximately $905,000 which was recognized in the three months ending September 30, 2021. In addition to this cash settlement, the Company also reversed approximately $133,000 in accruals relating to the Stephensons which was recorded as other income. Other than the foregoing, no material legal proceedings to which the Company (or any officer or director of the Company, or any affiliate, to management’s knowledge) is party to or to which the property of the Company is subject is pending, and no such material proceeding is known by management of the Company to be contemplated. MVRK SETTLEMENT Mission Culture, LLC recently settled a claim from a former vendor, Maverick, LLC (“MVRK”) associated with certain services purportedly provided. Mission Culture, LLC and MVRK counsel have agreed to settle the claim for $110,000 with an upfront payment of $70,000 paid at signature and the remainder paid in four monthly installments of $10,000. The parties are in the process of drafting the settlement documents and the Company has fully accrued the settlement in the six months ending December 31, 2021. LA BREA LEASE AGREEMENT The Company was contacted by counsel representing the landlord of Troika Design’s former La Brea office lease in Los Angeles regarding the amounts due under the lease. The Company is reviewing the claims and assessing the amount due under the lease although an exact figure cannot be ascertained at this time due to potential mitigating factors. The Company has currently accrued approximately $883,000 related to this matter. Counsel has advised the accrual of an additional $700,000 as the total estimated liability is approximately $1.6M related to the Troika Design Group, Inc. subsidiary’s former lease. Management believes the Company can settle the matter for less due to current conditions and outside counsel for the Company has advised that a settlement amount below the currently accrued for amount is likely.	NOTE 11 – LEGAL CONTINGENCIES We may become a party to litigation in the normal course of business. In the opinion of management, there are no legal matters involving us that would have a material adverse effect upon our financial condition, results of operations or cash flows. Stephenson Disputes. In March 2019, the parties agreed to submit their disputes to arbitration before JAMS. On January 4, 2021, the Arbitrator issued a Partial Final Award (made final on March 8, 2021) in favor of the Company. The Arbitrator found that the Stephensons were terminated properly for cause, had violated their fiduciary duties to the Company and that there was no fraud on the part of the Company or its management and awarded the Company approximately $900,000 in net damages after the Stephensons were reimbursed for previously incurred business expenses. The Arbitrator also provided limited relief to the Stephensons from their expiring non-compete agreement. On June 7, 2021, the Company submitted a further demand for arbitration to JAMS and all other matters were settled on July 14, 2021, with the Stephensons paying the Company approximately $900,000 under the Final Award and having the restrictive legends removed from their shares of the Company’s common stock, subject to resale under a leak-out agreement. Studio Fathom Dispute. Other than the foregoing, no material legal proceedings to which the Company (or any officer or director of the Company, or any affiliate, to management’s knowledge) is party to or to which the property of the Company is subject is pending, and no such material proceeding is known by management of the Company to be contemplated.

STOCKHOLDERS EQUITY

STOCKHOLDERS EQUITY	6 Months Ended	12 Months Ended
	Dec. 31, 2021	Jun. 30, 2021
STOCKHOLDERS EQUITY
STOCKHOLDERS' EQUITY	NOTE 9 – STOCKHOLDERS’ EQUITY In June 2020, our Board of Directors and stockholders holding a majority of the outstanding shares of our voting securities approved a resolution authorizing our Board of Directors to effect a reverse stock split of our common stock at a certain exchange ratios from 1:10 to 1:15 with our Board of Directors retaining the discretion as to whether to implement the reverse stock split and which exchange ratio to implement. In September 2020, the Company amended its articles of incorporation and enacted a reverse stock split of one share for each fifteen shares and the accompanying financials reflect the reverse stock split retroactively. The reverse stock split resulted in a decrease in authorized shares of all classes of stock from 615,000,000 to 315,000,000 shares consisting of 300,000,000 shares of common stock at a par value of $0.001 and 15,000,000 shares of preferred stock at a par value of $0.01 per share. Prior to the reverse stock split, the Company had 600,000,000 shares of common stock at a par value of $0.001, 15,000,000 shares of preferred stock at a par value of $0.20 per share. COMMON STOCK As of December 31, 2021 and June 30, 2021, the Company had 43,659,616 and 39,496,588 shares of common stock issued and outstanding, respectively. In the three months ending September 30, 2020, the holder of a convertible promissory note for $1,000,000 informed the Company that they had elected to convert the balance due to common shares at the agreed upon conversion price of $3.00 per share and 387,222 shares were issued representing the outstanding principal and accrued interest. In the three months ending September 30, 2020, the holder of a convertible promissory note for $200,000 informed the Company that they had elected to convert the balance due to common shares at the agreed upon conversion price of $3.75 per share and 56,000 shares were issued representing the outstanding principal and loan fee. In the three months ending September 30, 2020, the holder of a convertible promissory note for $200,000 informed the Company that they had elected to convert the balance due to common shares at the agreed upon conversion price of $3.75 per share and 56,000 shares were issued representing the outstanding principal and loan fee. In the three months ending September 30, 2020, the holder of a related party convertible promissory note of $1,300,000 elected to convert the debt into shares of the Company’s common stock at a rate of $0.75 per share for 1,733,334 shares. In the three months ending December 31, 2021, the Company issued 66,666 shares of common stock to a former employee as per their employment agreement. The common stock was distributed in two separate issuances at an average closing price of $1.56 per share and $104,000 in stock-based compensation was recorded. In the three months ending December 31, 2021, the Company issued 20,000 shares of common stock to a contractor providing marketing services as per their vendor agreement. The common stock was issued at a price of $2.01 per share and $40,000 in expenses relating to professional fees was recorded. PREFERRED STOCK The Company has authorized 15,000,000 shares as preferred stock, par value $0.01 series A, B, C and D, of which 5,000,000 shares have been designated as Series A preferred stock; 3,000,000 shares have been designated as Series B convertible preferred stock; 1,200,000 shares have been designated as Series C convertible preferred stock; and 2,500,000 shares have been designated as Series D convertible preferred stock. As of December 31, 2021, 720,000 shares of Series A Preferred Stock were issued and outstanding; 0 shares of Series B Preferred Stock were issued and outstanding; 0 shares of Series C Preferred Stock were issued and outstanding; and 0 shares of Series D Preferred Stock were issued and outstanding. As of June 30, 2021, 720,000 shares of Series A Preferred Stock were issued and outstanding; 0 shares of Series B Preferred Stock were issued and outstanding; 0 shares of Series C Preferred Stock were issued and outstanding; and 0 shares of Series D Preferred Stock were issued and outstanding. On May 10, 2021, the Company converted all Preferred Stock Series B, C, and D into Common Stock following its uplisting to the Nasdaq Capital Market. At the time of the conversion the Company had 2,495,000 shares of Series B Convertible Preferred Stock that were convertible into 594,048 shares of common stock at a price of $4.20 per share; 911,149 shares of Series C Convertible Preferred Stock convertible into 12,287,386 shares of Common Stock at $0.074 per share; and 1,979,000 shares of Series D Convertible Preferred Stock convertible into 5,277,334 shares of Common Stock at $0.375 per share for a total of 18,158,768 shares of Common Stock. STOCK PAYABLE In the fiscal year ended June 30, 2021, the Company recorded a stock payable of $1,210,000 relating to the acquisition of Redeeem, LLC. As per the asset purchase agreement dated May 21, 2021, 452,929 shares of common stock valued at $2.6715 per share were due to be issued to Redeeem’s employees and these shares were issued in the three months ending September 30, 2021. DEFERRED COMPENSATION On May 21, 2021, the Company entered into an agreement to acquire the assets and specific liabilities of fintech platform Redeeem, LLC for $2.6 million consisting of $1.2 million in cash, $166,000 in specific liabilities, and $1.2 million of the Company’s common stock. In addition, the Company agreed to provide equity to its employees to be vested over three years valued at $9,680,000 representing 3,623,433 shares of the Company’s common stock at conversion price of $2.6715 per share. Given the equity is contingent on the employees being employed and are vested over three years, the Company is treating this as deferred compensation and the expenses are recorded as the equity is vested. The vested portion of the deferred compensation was charged to additional paid-in capital and the expenses are recorded as stock-based compensation In August 2021, all 3,623,433 shares of the Company’s common stock was issued to Redeeem’s employees and held in an escrow account subject to the vesting schedule in the aforementioned escrow agreement. Based on the vesting schedule summarized below, 2,885,204 shares of the Company’s common stock was issued as of December 31, 2021 but not vested. The following table summarizes the deferred compensation recorded: Amount Unvested Shares Deferred compensation balance recorded at acquisition date $ 9,680,000 3,623,433 Vested portion of deferred compensation in fiscal year 2021 (362,000 ) (135,425 ) Unamortized deferred compensation at June 30, 2021 9,318,000 3,488,008 Vested portion of deferred compensation in six months ending December 31, 2021 (1,610,000 ) (602,804 ) Unamortized deferred compensation at December 31, 2021 $ 7,708,000 2,885,204 WARRANTS During the three months ended December 31, 2021, the Company issued warrants to a member of the Board of Directors to purchase 150,000 shares of the Company’s common stock at an exercise price of $1.24 per share. The warrants are valued at approximately $98,000 using the Black-Scholes model. During the three months ended December 31, 2020, the Company issued warrants to a certain aforementioned investor to purchase 40,000 shares of the Company’s common stock at $0.75 vested over three years in consideration for convertible note payables. Valued at $124,000, a total of $41,000 was expensed in both the three months ending December 31, 2020 and the three months ending December 31, 2021. As of December 31, 2021 and 2020, respectively, the Company has outstanding warrant shares of 8,261,223 with an intrinsic value of $2,944,984 and 8,359,851 warrant shares with an intrinsic value of $1,044,134. In February 2021, the Company decided to extend all warrants issued in association with its previous Series B Preferred Stock one year beyond their original expiration date. The Company considered recording the increase in the fair value associated with these new terms in the three months ending December 31, 2021 but determined that the change was not material and an adjustment was not necessary. The Company uses the Black-Scholes Model to determine the fair value of warrants granted. Option-pricing models require the input of highly subjective assumptions, particularly for the expected stock price volatility and the expected term of options. Changes in the subjective input assumptions can materially affect the fair value estimate. The expected stock price volatility assumptions are based on the historical volatility of the Company’s common stock over periods that are similar to the expected terms of grants and other relevant factors. The Company derives the expected term based on an average of the contract term and the vesting period taking into consideration the vesting schedules and future employee behavior with regard to option exercise. The risk-free interest rate is based on U.S. Treasury yields for a maturity approximating the expected term calculated at the date of grant. The Company has never paid any cash dividends on its common stock and the Company has no intention to pay a dividend at this time; therefore, the Company assumes that no dividends will be paid over the expected terms of warrants awards. The Company determines the assumptions used in the valuation of warrants awards as of the date of grant. Differences in the expected stock price volatility, expected term or risk-free interest rate may necessitate distinct valuation assumptions at those grant dates. As such, the Company may use different assumptions for warrants granted throughout the year. The Company has utilized the following assumptions in its Black-Scholes warrant valuation model to calculate the estimated grant date fair value of the warrants during the six months ended December 31, 2021 and 2020: 2021 2020 Volatility - range 64.0 % 63.5% - 64.4 % Risk-free rate 0.9 % 0.2% - 0.3 % Contractual term 5.0 years 4.0 - 5.0 years Exercise price $ 1.24 $0.75 - $3.00 A summary of the warrants granted, exercised, forfeited and expired for the six months ending December 31, 2021 are presented in the table below: Number of Warrants Weighted-Average Exercise Price Weighted-Average Grant-Date Fair Value Aggregate Intrinsic Value of Outstanding Warrant Shares Weighted-Average Remaining Contractual Term (in years) Outstanding July 1, 2021 8,296,408 1.05 1.90 12,158,467 2.2 Granted 150,000 1.24 0.66 - - Exercised - - - - - Expired/Forfeited (185,185 ) 5.00 12.00 - - Outstanding December 31, 2021 8,261,223 0.98 1.63 2,944,984 1.7 Vested and exercisable June 30, 2021 7,055,736 0.88 1.50 2,667,549 1.9 Non-vested December 31, 2021 1,205,486 1.51 2.42 277,435 0.8 The following table summarizes the range of exercise prices and weighted average remaining contractual life for outstanding and exercisable warrants under the Company’s warrant plans as of December 31, 2021. Outstanding Warrant Shares Exercisable Warrant Shares Exercise price range Number of Warrant Shares Weighted average remaining contractual life Number of Warrant Shares Weighted average remaining contractual life $ 0.75 7,182,889 1.7 years 6,424,070 2.0 years $ 1.24 150,000 - - - $ 1.50 400,000 2.4 years 400,000 2.7 years $ 1.95 26,667 - - - $ 3.75 435,000 2.5 years 165,000 5.7 years $ 3.00 66,667 3.2 years 66,667 3.4 years 8,261,223 1.7 years 7,055,736 1.9 years A summary of the warrants granted, exercised, forfeited and expired for the six months ended December 31, 2020 are presented in the table below: Number of Warrant Shares Weighted-Average Exercise Price Weighted-Average Grant-Date Fair Value Aggregate Intrinsic Value of Outstanding Warrant Shares Weighted-Average Remaining Contractual Term (in years) Outstanding July 1, 2020 7,858,741 $ 1.52 $ 1.92 $ 9,234,295 3.0 Granted 590,000 0.75 3.15 1,967,500 4.3 Exercised - - - - - Expired/Forfeited (88,888 ) - - - - Outstanding December 31, 2020 8,359,851 1.24 1.87 11,037,350 2.8 Vested and exercisable December 31, 2020 7,241,518 1.22 1.69 8,367,683 2.6 Non-vested December 31, 2020 1,118,333 $ 1.39 $ 2.97 $ 2,669,667 3.7 The following table summarizes the range of exercise prices and weighted average remaining contractual life for outstanding and exercisable warrants under the Company’s warrant plans as of December 31, 2020. Outstanding Warrant Shares Exercisable Warrant Shares Exercise price range Number of Warrant Shares Weighted average remaining contractual life Number of Warrant Shares Weighted average remaining contractual life $ 0.75 7,188,333 2.8 years 6,341,667 2.7 years $ 1.50 400,000 3.4 years 266,667 3.5 years $ 1.95 26,666 4.8 years - - $ 2.25 6,666 4.8 years - - $ 3.00 76,667 0.6 years 3,333 4.6 years $ 3.75 368,333 3.9 years 230,000 4.0 years $ 6.00 381,333 0.2 years 381,333 0.2 years $ 27.00 18,518 0.6 years 18,518 0.6 years 8,359,851 2.8 years 7,241,518 2.6 years 2017 EQUITY INCENTIVE PLAN On June 13, 2017, the Board adopted and approved an amendment to the Troika Media Group, Inc. 2015 Employee, Director and Consultant Equity Incentive Plan (the “Equity Plan”), to change the name from M2 nGage Group, Inc. to Troika Media Group, Inc., in order to attract, motivate, retain, and reward high-quality executives and other employees, officers, directors, consultants, and other persons who provide services to the Company by enabling such persons to acquire an equity interest in the Company. Under the Plan, the Board (or the compensation committee of the Board, if one is established) may award stock options, either stock grant of shares of the Company’s common stock, incentive stock option under IRS section 422 (“ISO’s”) or a non-qualified stock option (“Non-ISO’s”) (collectively “Options”). The Plan allocates 3,333,334 shares of the Company’s common stock (“Plan Shares”) for issuance of equity awards under the Plan. As of December 31, 2021, the Company has granted, under the Plan, awards in the form of NQSO’s. 2021 EQUITY INCENTIVE PLAN On October 28, 2021, the Board adopted, and a majority of outstanding shares subsequently approved, the 2021 Employee, Director & Consultant Equity Incentive Plan (the “2021 Plan”). The prior Equity Plan did not have any remaining authorized shares. The 2021 Plan is intended to attract and retain employees, directors and consultants, to involve them to work for the benefit of the Company or its affiliated entities, and to provide additional incentive for them to promote the Company’s success. The 2021 Plan provides for the award of stock options, either incentive stock options (ISOs) or non-qualified stock options (NQSOs), restricted shares and restricted stock units (RSUs). The 2021 Plan authorized 12,000,000 shares of Common Stock for the issuance of awards under the 2021 Plan. As of the date of this report, an aggregate of 4,600,000 RSUs had been awarded to executive officers and directors and 1,500,000 RSUs had been awarded to employees. ISO’s Awards During the three months ended December 31, 2021, the Company issued options to certain employees to purchase 76,667 shares of the Company’s common stock between $1.49 and $3.75 per share which vested during various terms and were valued at $114,000. In regards to the options issued in the three months ending December 31, 2021, the Company recorded compensation of $0 for the vested portion of these options. The Company recorded compensation of $106,000 relating to the vested portion of options that were issued in previous periods for the three months ended December 31, 2021. The total compensation of the unvested options to be recognized in future periods is $896,000 and the weighted average remaining is 2.8 years. During the three months ended December 31, 2020, the Company did not issue additional options. The Company recorded compensation of $263,000 relating to the vested portion of options that were issued in previous periods for the three months ended December 31, 2020. The total compensation of the unvested options to be recognized in future periods is $596,000 and the weighted average remaining is 1.6 years. The Company uses the Black-Scholes Model to determine the fair value of Options granted. Option-pricing models require the input of highly subjective assumptions, particularly for the expected stock price volatility and the expected term of options. Changes in the subjective input assumptions can materially affect the fair value estimate. The expected stock price volatility assumptions are based on the historical volatility of the Company’s common stock over periods that are similar to the expected terms of grants and other relevant factors. The Company derives the expected term based on an average of the contract term and the vesting period taking into consideration the vesting schedules and future employee behavior with regard to option exercise. The risk-free interest rate is based on U.S. Treasury yields for a maturity approximating the expected term calculated at the date of grant. The Company has never paid any cash dividends on its common stock and the Company has no intention to pay a dividend at this time; therefore, the Company assumes that no dividends will be paid over the expected terms of option awards. The Company determines the assumptions used in the valuation of Option awards as of the date of grant. Differences in the expected stock price volatility, expected term or risk-free interest rate may necessitate distinct valuation assumptions at those grant dates. As such, the Company may use different assumptions for options granted throughout the year. The Company has utilized the following assumptions in its Black-Scholes options valuation model to calculate the estimated grant date fair value of the options during the six months ended December 31, 2021 and 2020: 2021 2020 Volatility - range 64.2%–64.9 % 64.8 % Risk-free rate 0.9–1.2% % 0.3 % Contractual term 3.0 years 3.0 years Exercise price $ 1.49 - $3.75 $ 3.75 A summary of the options granted, exercised, forfeited and expired for the six months ending December 31, 2021 are presented in the table below: Number of Options Weighted-Average Exercise Price Weighted-Average Grant-Date Fair Value Aggregate Intrinsic Value of Outstanding Option Shares Weighted-Average Remaining Contractual Term (in years) Outstanding July 1, 2021 3,088,333 $ 1.13 $ 1.06 1,829,999 0.4 Granted 720,169 3.46 1.49 - 2.8 Exercised - - - - - Expired/Forfeited - - - - - Outstanding December 31, 2021 3,808,502 1.39 1.13 1,044,134 0.8 Vested and exercisable December 31, 2021 2,912,778 0.92 1.11 1,009,056 0.2 Non vested December 31, 2021 895,724 $ 2.91 $ 1.39 $ 35,078 2.8 The following table summarizes the range of exercise prices and weighted average remaining contractual life for outstanding and exercisable options under the Company’s warrant plans as of December 31, 2021. Outstanding Option Shares Exercisable Option Shares Exercise price range Number of Option Shares Weighted average remaining contractual life Number of Option Shares Weighted average remaining contractual life $ 0.75 2,546,667 0.2 2,594,444 0.1 $ 1.49 10,000 2.9 - - $ 1.50 200,000 - 200,000 - $ 2.08 258,334 2.4 - - $ 2.61 383,500 3.5 - - $ 2.84 1,667 3.5 - - $ 3.75 408,334 1.5 118,333 1.2 3,808,502 0.8 2,912,778 0.2 A summary of the options granted, exercised, forfeited and expired for the six months ended December 31, 2020 are presented in the table below: Number of Option Shares Weighted-Average Exercise Price Weighted-Average Grant-Date Fair Value Aggregate Intrinsic Value of Outstanding Option Shares Weighted-Average Remaining Contractual Term (in years) Outstanding July 1, 2020 3,377,222 $ 1.10 $ 1.06 $ 2,030,000 0.7 Granted 76,667 3.75 1.61 - 2.8 Exercised - - - - - Forfeited - - - - - Expired (143,333 ) - - - - Outstanding December 31, 2020 3,310,556 1.10 1.01 1,830,000 0.5 Vested and exercisable December 31, 2020 2,714,893 0.80 0.89 1,351,901 0.3 Non-vested December 31, 2020 595,663 $ 2.49 $ 1.82 $ 478,099 1.6 The following table summarizes the range of exercise prices and weighted average remaining contractual life for outstanding and exercisable options under the Company’s warrant plans as of December 31, 2020. Outstanding Option Shares Exercisable Option Shares Exercise price range Number of Option Shares Weighted average remaining contractual life Number of Option Shares Weighted average remaining contractual life $ 0.75 2,768,889 0.3 2,543,782 0.2 $ 1.50 200,000 0.8 166,667 0.7 $ 3.75 341,667 2.2 4,444 1.3 3,310,556 0.5 2,714,893 0.3	NOTE 12 – STOCKHOLDERS’ EQUITY In June 2020, our Board of Directors and stockholders holding a majority of the outstanding shares of our voting securities approved a resolution authorizing our Board of Directors to effect a reverse stock split of our common stock at a certain exchange ratios from 1:10 to 1:15 with our Board of Directors retaining the discretion as to whether to implement the reverse stock split and which exchange ratio to implement. In September 2020, the Company amended its articles of incorporation and enacted a reverse stock split of one share for each fifteen shares and the accompanying financials reflect the reverse stock split retroactively. The reverse stock split resulted in a decrease in authorized shares of all classes of stock from 615,000,000 to 315,000,000 shares consisting of 300,000,000 shares of common stock at a par value of $0.001 and 15,000,000 shares of preferred stock at a par value of $0.01 per share. Prior to the reverse stock split, the Company had 600,000,000 shares of common stock at a par value of $0.001, 15,000,000 shares of preferred stock at a par value of $0.20 per share. INITIAL PUBLIC OFFERING AND NASDAQ LISTING On April 22, 2021, the Company completed an underwritten public offering of 5,783,133 shares of common stock and warrants at a public offering price of $4.15 per share and accompanying warrant for aggregate gross proceeds of $24,000,000. After deducting underwriting commissions and other offering expenses, the Company received approximately $20,702,000 in net proceeds. The Company has listed its common stock and warrants on the Nasdaq Capital Market under the symbols “TRKA” and “TRKAW”, respectively, and trading began on April 20, 2021. COMMON STOCK As of June 30, 2021 and 2020, the Company has 39,496,588 and 15,464,623 shares of common stock issued and outstanding. In the fiscal year ending June 30, 2021, the Company completed the aforementioned underwritten public offering of 5,783,133 shares of common stock and warrants at a public offering price of $4.15 per share and accompanying warrant. In the fiscal year ending June 30, 2020, the Company issued 660,000 in common stock in relation to $443,000 in previously recorded stock payables relating to converted note payables. In the fiscal year ending June 30, 2020, the Company cancelled 416,667 in common stock in relation to a previous agreement with Cenfin, LLC. The stocks were issued in accordance with a settlement agreement and upon completion of the settlement, the shares were returned to the Company. In January 2021, the Company reported the return of the two million six hundred sixty thousand six hundred and sixty-seven (2,666,667) shares of the Company’s stock granted to the Stephensons regarding the aforementioned legal dispute. Upon their termination for Cause, the restricted shares held in escrow were forfeited back to the Company. Please see Note 11 – Legal Contingencies for additional detail. STOCK PAYABLE In the fiscal year ended June 30, 2021, the Company recorded a stock payable of $1,210,000 relating to the acquisition of Redeeem, LLC. As per the asset purchase agreement dated May 21, 2021, 452,929 shares of common stock were due to be issued to Redeeem’s employees and were valued at $2.6715 per share. PREFERRED STOCK The Company has designated 15,000,000 shares as preferred stock, par value $0.01 series A, B, C and D, of which 5,000,000 shares have been designated as Series A preferred stock; 3,000,000 shares have been designated as Series B convertible preferred stock; 1,200,000 shares have been designated as Series C convertible preferred stock; and 2,500,000 shares have been designated as Series D convertible preferred stock. As of June 30, 2021, 720,000 shares of Series A Preferred Stock were issued and outstanding; 0 shares of Series B Preferred Stock were issued and outstanding; 0 shares of Series C Preferred Stock were issued and outstanding; and 0 shares of Series D Preferred Stock were issued and outstanding. On May 10, 2021, the Company converted all Preferred Stock Series B, C, and D into Common Stock following its uplisting to the Nasdaq Capital Market. At the time of the conversion the Company had 2,495,000 shares of Series B Convertible Preferred Stock that were convertible into 594,048 shares of common stock at a price of $4.20 per share; 911,149 shares of Series C Convertible Preferred Stock convertible into 12,287,386 shares of Common Stock at $0.074 per share; and 1,979,000 shares of Series D Convertible Preferred Stock convertible into 5,277,334 shares of Common Stock at $0.375 per share for a total of 18,158,768 shares of Common Stock. As of June 30, 2020, 720,000 shares of Series A Preferred Stock were issued and outstanding; 2,495,000 shares of Series B Preferred Stock were issued and outstanding; 911,149 shares of Series C Preferred Stock were issued and outstanding; and 1,979,000 shares of Series D Preferred Stock were issued and outstanding. CONVERSION OF NOTE PAYABLE RELATED PARTY In July 2020, the holder of a related party convertible promissory note of $1,300,000 elected to convert the debt into shares of the Company’s common stock at a rate of $0.75 per share for 1,733,334 shares. CONVERSION OF CONVERTIBLE NOTE PAYABLES In the fiscal year ended June 30, 2021, the Company issued a total of 746,069 shares of the Company’s common stock as a result of holders of convertible note payables electing to convert. A total of $1,750,000 convertible note payables were converted at an average conversion price of $2.15 per share. DEFERRED COMPENSATION On May 21, 2021, the Company entered into an agreement to acquire the assets and specific liabilities of fintech platform Redeeem, LLC for $2.6 million consisting of $1.2 million in cash, $166,000 in specific liabilities, and $1.2 million of the Company’s common stock (Note 2 – Acquisitions). In addition, the Company agreed to provide equity to its employees to be vested over three years valued at $9,680,000 representing 3,623,433 shares of the Company’s common stock at conversion price of $2.6715 per share. Given the equity is contingent on the employees being employed and are vested over three years, the Company is treating this as deferred compensation and the expenses are recorded as the equity is vested. The vested portion of the deferred compensation was charged to additional paid-in capital and the expenses are recorded as stock-based compensation. The following table summarizes the deferred compensation recorded in the fiscal year ending June 30, 2021: Deferred compensation balance recorded at acquisition date $ 9,680,000 Vested portion of deferred compensation recorded in fiscal year 2021 (362,000 ) Unamortized deferred compensation balance at June 30, 2021 $ 9,318,000 The following table summarizes the anticipated vesting schedule of the unamortized deferred compensation balance as of June 30, 2021: Fiscal Year Amount 2022 $ 3,221,000 2023 3,221,000 2024 2,876,000 $ 9,318,000 EXERCISE OF WARRANTS BY FORMER DIRECTOR In May 13, 2021, former director Jeffrey Schwartz exercised 166,667 in warrants at a closing price of $2.81 and an exercise price of $0.75 resulting in the cashless issuance of 122,183 shares of common stock. EXERCISE OF OPTIONS BY FORMER OFFICER In May 14, 2021, former officer Robert Schwartz exercised 222,222 in warrants at a closing price of $2.92 and an exercise price of $0.75 resulting in the cashless issuance of 165,145 shares of common stock. WARRANTS During the fiscal year ended June 30, 2021, the Company issued warrants to certain directors and consultants to purchase 832,223 shares of the Company’s common stock between $0.75 and $3.75 per share which vested during various terms and were valued at $2,491,000. The Company recorded compensation of $2,062,000 for the vested portion during the fiscal year ended June 30, 2021. During the fiscal year ended June 30, 2021, the Company issued warrants to current investors to purchase 480,000 shares of the Company’s common stock between $0.75 and $1.95 per share as additional consideration, which were valued at $1,835,000. The Company recorded warrants expense of $413,000 during the year ended June 30, 2021 related to these issuances. During the fiscal year ended June 30, 2020, the Company issued warrants to the subscribers to the Convertible Promissory Notes to purchase 333,333 shares of the Company’s common stock for $0.75 per share as additional consideration for an extension, which were valued at $209,000. The Company recorded warrants expense of $209,000 during the year ended June 30, 2020 related to these issuances. During the fiscal year ended June 30, 2020, the Company issued warrants to current investors to purchase 231,667 shares of the Company’s common stock for $3.75 per share as additional consideration, which were valued at $539,000. The Company recorded warrants expense of $353,000 during the year ended June 30, 2020 related to these issuances. During the fiscal year ended June 30, 2020, the Company issued warrants to current note holders to purchase 26,666 shares of the Company’s common stock for $3.75 per share as interest expenses, which were valued at $47,000. The Company recorded interest expense of $47,000 during the year ended June 30, 2020 related to these issuances. The Company uses the Black-Scholes Model to determine the fair value of warrants granted. Option-pricing models require the input of highly subjective assumptions, particularly for the expected stock price volatility and the expected term of options. Changes in the subjective input assumptions can materially affect the fair value estimate. The expected stock price volatility assumptions are based on the historical volatility of the Company’s common stock over periods that are similar to the expected terms of grants and other relevant factors. The Company derives the expected term based on an average of the contract term and the vesting period taking into consideration the vesting schedules and future employee behavior with regard to option exercise. The risk-free interest rate is based on U.S. Treasury yields for a maturity approximating the expected term calculated at the date of grant. The Company has never paid any cash dividends on its common stock and the Company has no intention to pay a dividend at this time; therefore, the Company assumes that no dividends will be paid over the expected terms of warrants awards. The Company determines the assumptions used in the valuation of warrants awards as of the date of grant. Differences in the expected stock price volatility, expected term or risk-free interest rate may necessitate distinct valuation assumptions at those grant dates. As such, the Company may use different assumptions for warrants granted throughout the year. The Company has utilized the following assumptions in its Black-Scholes warrant valuation model to calculate the estimated grant date fair value of the warrants during the years ended June 30, 2021 and 2020: 2021 2020 Volatility - range 63.5% - 65.8% 56.4% - 74.1% Risk-free rate 0.2% - 0.9% 0.3% - 1.8% Contractual term 4.0 - 5.0 years 4.0 - 5.0 years Exercise price $0.75 - $3.75 $0.75 - $3.75 A summary of the warrants granted, exercised, forfeited and expired are presented in the table below: Number of Warrants Weighted-Average Exercise Price Weighted-Average Grant-Date Fair Value Aggregate Intrinsic Value of Outstanding Warrant Shares Weighted-Average Remaining Contractual Term (in years) Outstanding July 1, 2019 6,275,593 $ 1.66 $ 1.73 $ 5,509,850 3.8 Granted 1,613,148 1.44 2.87 3,724,445 4.0 Exercised - 0.00 - - - Forfeited - - - - - Expired (30,000 ) 27.00 13.20 598,750 - Outstanding June 30, 2020 7,858,741 $ 1.52 $ 1.92 $ 9,234,295 3.0 Granted 1,439,556 1.00 3.00 3,938,467 0.8 Exercised (166,667 ) 0.75 - - - Forfeited - - - - - Expired (835,222 ) 5.48 4.17 (1,014,295 ) - Outstanding June 30, 2021 8,296,408 $ 1.05 $ 1.90 $ 12,158,467 2.2 Vested and exercisable June 30, 2021 7,248,702 1.00 1.78 9,897,951 2.3 Non-vested June 30, 2021 1,047,706 $ 1.36 $ 2.75 $ 2,260,515 1.3 The following table summarizes the range of exercise prices and weighted average remaining contractual life for outstanding and exercisable warrants under the Company’s warrant plans as of June 30, 2021. Outstanding Warrant Shares Exercisable Warrant Shares Exercise price range Number of Warrant Shares Weighted average remaining contractual life Number of Warrant Shares Weighted average remaining contractual life $ 0.75 4,106,667 2.2 years 4,082,667 2.2 years $ 2.84 20,000 4.8 years 4,444 4.8 years $ 3.75 4,051,223 2.1 years 3,043,073 2.4 years $ 5.10 33,333 0.1 years 33,333 0.1 years $ 27.00 85,185 0.1 years 85,185 0.1 years 8,296,408 2.2 years 7,248,702 2.3 years During the years ended June 30, 2021 and 2020, the Company has recorded approximately $3,176,000 and $3,593,000 as compensation expense related to vested warrants issued, net of forfeitures. As of June 30, 2021, the Company had $1,048,000 in unvested warrants to be expensed in subsequent periods. 2017 EQUITY INCENTIVE PLAN On June 13, 2017, the Board adopted and approved an amendment to the Troika Media Group, Inc. 2015 Employee, Director and Consultant Equity Incentive Plan (the “Equity Plan”), to change the name from M2 nGage Group, Inc. to Troika Media Group, Inc., in order to attract, motivate, retain, and reward high-quality executives and other employees, officers, directors, consultants, and other persons who provide services to the Company by enabling such persons to acquire an equity interest in the Company. Under the Plan, the Board (or the compensation committee of the Board, if one is established) may award stock options, either stock grant of shares of the Company’s common stock, incentive stock option under IRS section 422 (“ISO’s”) or a non-qualified stock option (“Non-ISO’s”) (collectively “Options”). The Plan allocates 3,333,334 shares of the Company’s common stock (“Plan Shares”) for issuance of equity awards under the Plan. As of June 30, 2020, the Company has granted, under the Plan, awards in the form of NQSO’s. ISO’s Awards In the fiscal year ending June 30, 2021, the Company did not issue any options to purchase the Company’s common stock. In the fiscal year ending June 30, 2020, the Company issued to employees and directors of the Company options to purchase, in the aggregate, 568,333 shares of the Company’s common stock between $0.75 and $3.75 per share which were valued at $1,300,000. The Company recorded options expense of $135,000 during the fiscal year ending June 30, 2020 related to these issuances. During the fiscal year ending June 30, 2020, there was a reversal of $71,000 in options expense relating to issuances granted in prior years which were forfeited. The Company uses the Black-Scholes Model to determine the fair value of Options granted. Option-pricing models require the input of highly subjective assumptions, particularly for the expected stock price volatility and the expected term of options. Changes in the subjective input assumptions can materially affect the fair value estimate. The expected stock price volatility assumptions are based on the historical volatility of the Company’s common stock over periods that are similar to the expected terms of grants and other relevant factors. The Company derives the expected term based on an average of the contract term and the vesting period taking into consideration the vesting schedules and future employee behavior with regard to option exercise. The risk-free interest rate is based on U.S. Treasury yields for a maturity approximating the expected term calculated at the date of grant. The Company has never paid any cash dividends on its common stock and the Company has no intention to pay a dividend at this time; therefore, the Company assumes that no dividends will be paid over the expected terms of option awards. The Company determines the assumptions used in the valuation of Option awards as of the date of grant. Differences in the expected stock price volatility, expected term or risk-free interest rate may necessitate distinct valuation assumptions at those grant dates. As such, the Company may use different assumptions for options granted throughout the year. The Company has utilized the following assumptions in its Black-Scholes option valuation model to calculate the estimated grant date fair value of the options during the year ended June 30, 2020: 2020 Volatility - range 56.4% - 69.0% Risk-free rate 0.9 - 1.7% Contractual term 3.0 years Exercise price $0.75 - $3.75 A summary of the Options granted to employees under the Plan as of June 30, 2021 are presented in the table below: Number of Options Weighted-Average Exercise Price Weighted-Average Grant-Date Fair Value Aggregate Intrinsic Value of Outstanding Option Shares Weighted-Average Remaining Contractual Term (in years) Outstanding July 1, 2019 3,512,500 $ 0.90 $ 0.75 $ 1,908,750 1.1 Granted 568,333 2.48 1.98 720,000 - Exercised - - - - - Forfeited - - - - - Cancelled (703,611 ) 0.97 1.16 - - Outstanding June 30, 2020 3,377,222 1.10 1.06 2,030,000 0.7 Granted - - - - - Exercised (222,222 ) 0.75 - - - Forfeited - - - - - Cancelled (66,667 ) 0.75 3.12 (200,001 ) - Outstanding June 30, 2021 3,088,333 1.13 1.06 1,829,999 0.4 Vested and exercisable June 30, 2021 2,766,467 0.90 1.02 1,611,068 0.3 Non vested June 30, 2021 321,866 $ 3.07 $ 1.97 $ 218,931 1.5 The following table summarizes the range of exercise prices and weighted average remaining contractual life for outstanding and exercisable options under the Company’s option plans as of June 30, 2021. Outstanding Options Shares Exercisable Option Shares Exercise price range Number of Option Shares Weighted average remaining contractual life Number of Option Shares Weighted average remaining contractual life $ 0.75 2,546,667 0.2 years 2,473,689 0.2 years $ 1.50 200,000 0.3 years 200,000 0.3 years $ 3.75 341,666 1.7 years 92,778 1.6 years 3,088,333 0.4 years 2,766,467 0.3 years During the years ended June 30, 2021 and 2020, the Company has recorded approximately $881,000 and $671,000 as compensation expense related to vested options issued, net of forfeitures. As of June 30, 2021 and 2020, total unrecognized share-based compensation related to unvested options was approximately $633,000 and $1,753,000.

DISAGGREGATION OF REVENUE LONG-

DISAGGREGATION OF REVENUE LONG-LIVED ASSETS	6 Months Ended	12 Months Ended
	Dec. 31, 2021	Jun. 30, 2021
DISAGGREGATION OF REVENUE LONG-LIVED ASSETS
DISAGGREGATION OF REVENUE & LONG-LIVED ASSETS	NOTE 10 – DISAGGREGATION OF REVENUE & LONG-LIVED ASSETS The following table presents the disaggregation of gross revenue between revenue types: Three Months Ended December 31, Six Months Ended December 31, 2021 2020 2021 2020 Project fees $ 3,129,000 $ 1,488,000 $ 8,001,000 $ 3,641,000 Retainer fees 450,000 523,000 911,000 1,088,000 Fee income 1,317,000 1,030,000 2,593,000 1,759,000 Reimbursement income 2,079,000 1,410,000 3,815,000 2,095,000 Other revenue 19,000 - 23,000 - $ 6,994,000 $ 4,451,000 $ 15,343,000 $ 8,583,000 The following table presents the disaggregation of gross revenue between the United States and the United Kingdom for the three and six months ended: Three Months Ended December 31, Six Months Ended December 31, 2021 2020 2021 2020 Gross Revenue: United States $ 4,439,000 $ 2,328,000 $ 10,518,000 $ 5,631,000 United Kingdom 2,555,000 2,123,000 4,825,000 2,952,000 Total gross revenue $ 6,994,000 $ 4,451,000 $ 15,343,000 $ 8,583,000 The following table presents the disaggregation of gross profit between the United States and the United Kingdom for the three and six months ended: Three Months Ended December 31, Six Months Ended December 31, 2021 2020 2021 2020 Gross Profit: United States $ 1,939,000 $ 1,389,000 $ 4,382,000 $ 2,692,000 United Kingdom 1,472,000 923,000 2,541,000 1,472,000 Total gross profit $ 3,411,000 $ 2,312,000 $ 6,923,000 $ 4,164,000 The following table presents the disaggregation of net loss between the United States and the United Kingdom for the three and six months ended: Three Months Ended December 31, Six Months Ended December 31, 2021 2020 2021 2020 Net Gain/(Loss): United States $ (4,174,000 ) $ (720,000 ) $ (5,961,000 ) $ (3,959,000 ) United Kingdom 64,000 97,000 (288,000 ) (585,000 ) Total net loss $ (4,110,000 ) $ (623,000 ) $ (6,249,000 ) $ (4,544,000 ) The following table presents the disaggregation of fixed assets between the United States and the United Kingdom as of December 31, 2021: United States United Kingdom Total Computer equipment $ 499,000 $ 247,000 $ 746,000 Website design 6,000 - 6,000 Office machine & equipment 52,000 44,000 96,000 Furniture & fixtures 383,000 84,000 467,000 Leasehold improvements 138,000 - 138,000 145,000 - 145,000 1,223,000 375,000 1,598,000 Accumulated depreciation (911,000 ) (313,000 ) (1,224,000 ) Net book value $ 312,000 $ 62,000 $ 374,000 The following table presents the disaggregation of fixed assets between the United States and the United Kingdom as of June 30, 2021: United States United Kingdom Total Computer equipment $ 468,000 $ 229,000 $ 697,000 Website design 6,000 - 6,000 Office machine & equipment 51,000 46,000 97,000 Furniture & fixtures 352,000 86,000 438,000 Leasehold improvements 135,000 - 135,000 Tenant incentives 145,000 - 145,000 1,157,000 361,000 1,518,000 Accumulated depreciation (867,000 ) (308,000 ) (1,175,000 ) Net book value $ 290,000 $ 53,000 $ 343,000 The following table presents the disaggregation of intangible assets and goodwill between the United States and the United Kingdom as of December 31, 2021: Intangibles US UK Total Customer relationship $ 4,960,000 $ - $ 4,960,000 Non-core customer relationships 760,000 - 760,000 Non-compete agreements 1,430,000 - 1,430,000 Technology 520,000 - 520,000 Tradename 470,000 - 470,000 Workforce acquired 2,125,000 - 2,125,000 10,265,000 - 10,265,000 Less: accumulated amortization (8,006,000 ) - (8,006,000 ) Net book value $ 2,259,000 $ - $ 2,259,000 The following table presents the disaggregation of intangible assets and goodwill between the United States and the United Kingdom as of June 30, 2021. Intangibles US UK Total Customer relationship $ 4,960,000 $ - $ 4,960,000 Non-core customer relationships 760,000 - 760,000 Non-compete agreements 1,430,000 - 1,430,000 Technology 520,000 - 520,000 Tradename 470,000 - 470,000 Workforce acquired 2,125,000 - 2,125,000 10,265,000 - 10,265,000 Less: accumulated amortization (7,662,000 ) - (7,662,000 ) Net book value $ 2,603,000 $ - $ 2,603,000	NOTE 14 – DISAGGREGATION OF REVENUE & LONG-LIVED ASSETS The following table presents the disaggregation of gross revenue between revenue types: Years Ended June 30, 2021 2020 Project fees $ 6,418,000 $ 6,816,000 Retainer fees 2,140,000 3,194,000 Fee income 3,581,000 5,420,000 Reimbursement income 4,029,000 9,177,000 Other revenue 24,000 6,000 $ 16,192,000 $ 24,613,000 The following table presents the disaggregation of gross revenue between the United States and the United Kingdom for the years presented: Years Ended June 30, 2021 2020 Gross Revenue: United States $ 10,270,000 $ 15,954,000 United Kingdom 5,922,000 8,659,000 Total gross revenue $ 16,192,000 $ 24,613,000 The following table presents the disaggregation of gross profit between the United States and the United Kingdom for the years presented: Years Ended June 30, 2021 2020 Gross profit: United States $ 5,253,000 $ 8,084,000 United Kingdom 3,435,000 4,893,000 Total gross profit $ 8,688,000 $ 12,977,000 The following table presents the disaggregation of net loss between the United States and the United Kingdom for the years presented: Years Ended June 30, 2021 2020 Net loss: United States $ (14,868,000 ) $ (11,294,000 ) United Kingdom (1,129,000 ) (3,153,000 ) Total net loss $ (15,997,000 ) $ (14,447,000 ) The following table presents the disaggregation of fixed assets between the United States and the United Kingdom as of June 30, 2021: United States United Kingdom Total Computer equipment $ 468,000 $ 229,000 $ 697,000 Website design 6,000 - 6,000 Office machine & equipment 51,000 46,000 97,000 Furniture & fixtures 352,000 86,000 438,000 Leasehold improvements 135,000 - 135,000 Tenant incentives 145,000 - 145,000 1,157,000 361,000 1,518,000 Accumulated depreciation (867,000 ) (308,000 ) (1,175,000 ) Net book value $ 290,000 $ 53,000 $ 343,000 The following table presents the disaggregation of fixed assets between the United States and the United Kingdom as of June 30, 2020: United States United Kingdom Total Computer equipment $ 460,000 $ 160,000 $ 620,000 Website design 6,000 - 6,000 Office machine & equipment 53,000 36,000 89,000 Furniture & fixtures 350,000 79,000 429,000 Leasehold improvements 54,000 119,000 173,000 Tenant incentives 145,000 - 145,000 1,068,000 394,000 1,462,000 Accumulated depreciation (770,000 ) (348,000 ) (1,118,000 ) Net book value $ 298,000 $ 46,000 $ 344,000 The following table presents the disaggregation of intangible assets and goodwill between the United States and the United Kingdom as of June 30, 2021. Intangibles US UK Total Customer relationship $ 4,960,000 $ - $ 4,960,000 Non-core customer relationships 760,000 - 760,000 Non-compete agreements 1,430,000 - 1,430,000 Technology 520,000 - 520,000 Tradename 470,000 - 470,000 Workforce acquired 2,125,000 - 2,125,000 10,265,000 - 10,265,000 Less: accumulated amortization (7,662,000 ) - (7,662,000 ) Net book value $ 2,603,000 $ - $ 2,603,000 Goodwill $ 11,837,000 $ 7,531,000 $ 19,368,000 The following table presents the disaggregation of intangible assets and goodwill between the United States and the United Kingdom as of June 30, 2020. Intangibles United States United Kingdom Total Customer relationship $ 4,960,000 $ 3,550,000 $ 8,510,000 Non-core customer relationships 760,000 - 760,000 Non-compete agreements 1,430,000 770,000 2,200,000 Tradename 410,000 - 410,000 Workforce acquired 2,125,000 665,000 2,790,000 9,685,000 4,985,000 14,670,000 Less: impairment - (1,867,000 ) (1,867,000 ) Less: accumulated amortization (5,494,000 ) (3,118,000 ) (8,612,000 ) Net book value $ 4,191,000 $ - $ 4,191,000 Goodwill $ 9,831,000 $ 7,531,000 $ 17,362,000

ACQUISITIONS

ACQUISITIONS	12 Months Ended
	Jun. 30, 2021
ACQUISITIONS
ACQUISITIONS	NOTE 2 – ACQUISITIONS REDEEEM, LLC ASSETS On May 21, 2021 (“Closing Date”), the Company through its wholly owned subsidiary Redeem Acquisition Corp executed an asset purchase agreement for the acquisition of all the assets and specific liabilities of Redeeem, LLC, a California limited liability company (“Redeeem”). The asset purchase agreement identifies the seller parties as Redeeem, LLC and Kyle Hill. The purchase price consisted of an aggregate cash payment of $1,210,000, 452,929 shares of the Company’s common stock valued at $1.21 million at $2.6715 per share, and a cash payment of $166,000 relating to specific liabilities. Redeeem was founded in 2018 and is a fintech platform that empowers businesses to digitize any asset and build their own blockchain-based payment solutions. On the Closing Date, Redeeem became our wholly-owned subsidiary. The Company is accounting for the transaction under the purchase method of accounting in accordance with the provisions of ASC Topic 805 Business Combinations On May 21, 2021, the Company entered into an employment agreement with Kyle Hill to continue serving as President of Troika IO and reporting directly to the CEO of the Company. The executive will be compensated at $300,000 in base salary per year and the contract is three years with automatic renewal annually unless either party has given written notice of termination. PURCHASE PRICE The purchase price consisted of an aggregate cash payment of $1,210,000, 452,929 shares of the Company’s common stock valued at $1.21 million at $2.6715 per share, and the payment of $166,000 in specific liabilities. On the closing date, the Redeeem assets were placed into a wholly owned subsidiary of TMG. Concurrent with the purchase agreement, TMG also entered into employment agreements with all essential staff including Kyle Hill who will continue serving as President of Troika IO and reporting directly to the CEO of TMG. In addition to the purchase price detailed above, the Company also agreed to provide 3,623,433 shares of the Company’s common stock valued at $9.68 million at $2.6715 per share to Redeeem’s employees which will be vested over three years. The Company recognized $362,000 in stock-based compensation relating to the vested portion of this deferred compensation. For further detail, please see Note 12 – Stockholders’ Equity. The Company has estimated the fair value of the consideration due as follows: Cash paid at Closing $ 1,210,000 Fair value of common stock to be issued 1,210,000 Payment of liabilities 166,000 Total purchase price $ 2,586,000 As per the asset purchase agreement, the strike price of $2.6715 per share was calculated using the average daily closing price of the Company’s common stock fourteen days prior to the closing date and fourteen days after the closing date. The purchase price included the payment of $166,000 for specific liabilities that were incurred by Redeeem, LLC prior to the acquisition. The liabilities related to operating costs incurred in the normal course of business and were paid by the Company immediately after the acquisition. PURCHASE PRICE ALLOCATION The acquisition purchase price is allocated based on the fair values of the assets acquired which are based on third-party appraisals. The goodwill value was determined using a third-party’s valuation of Redeeem who assigned a total value of $2,586,000 of intangible assets and goodwill. As per TMG policy, the intangible and goodwill values will be reassessed at its next fiscal year ending June 30, 2022. The following table summarizes the allocation of the purchase price of the assets acquired related to the acquisition: Intangible assets: Technology 520,000 Tradename 60,000 $ 580,000 Goodwill 2,006,000 2,586,000 Consideration UNAUDITED PRO FORMA OPERATING RESULTS The following unaudited pro forma information presents the combined results of operations as if the acquisition of Redeeem, LLC, had been completed on July 1, 2019. For the Year Ended June 30, For the Year Ended June 30, 2020 2021 Project Revenues $ 24,662,000 $ 16,217,000 Cost of revenues (11,636,000 ) (7,504,000 ) Gross profit 13,026,000 8,713,000 Operating expenses (25,143,000 ) (25,419,000 ) EBITDA (12,117,000 ) (16,706,000 ) Other income and (expenses) (2,362,000 ) 695,000 Net loss $ (14,479,000 ) $ (16,010,000 ) Basic loss per share $ (0.94 ) $ (1.03 ) The Company is currently analyzing the tax implications of the acquisition of Redeeem, LLC however it is not believed to have a material impact. INTANGIBLE ASSETS Intangible assets consist of technology and tradename which will be amortized on a straight-line basis over their estimated useful lives. The estimated lives of each component is as follows: Intangible Asset Life in Technology 5 Tradename 3 The estimated fair values of the identifiable intangible assets, which includes technology and tradename were primarily determined using either the relief-from-royalty or excess earnings methods. The rates utilized to discount net cash flows to their present values was 25% and was determined after consideration of the overall enterprise rate of return and the relative risk and importance of the assets to the generation of future cash flows. The estimated fair values of the studio relationships and content library were determined under the cost method.

CONTRACT LIABILITIES

CONTRACT LIABILITIES	12 Months Ended
	Jun. 30, 2021
CONTRACT LIABILITIES
CONTRACT LIABILITIES	NOTE 8 – CONTRACT LIABILITIES Contract liabilities are billings at the end of the period that relate to goods or services that have not been delivered and thus were deferred to be recognized in subsequent periods. As per the new accounting standard “Revenue from Contracts with Customers” (“ASC 606”) which was implemented in fiscal year 2019, the Company accounts for revenue based on the input-method of this standard and recognizes the pro-rated revenue based on the ratio of costs incurred to total anticipated costs. If the Company does not have sufficient proof that the goods or services are transferred to customers, the Company defers the revenue until the date of the event and upon receipt of customer acceptance that all the performance obligations in the contract have been satisfied. A summary of the contract liabilities recognized in the fiscal year ending June 30, 2021 are presented below: Contract liabilities at June 30, 2020 $ 3,327,000 Contract liabilities recorded June 30, 2020 and recognized fiscal year 2021 (3,327,000 ) Contract liabilities relating to operations acquired in the fiscal year ending June 30, 2021 5,703,000 Contract liabilities relating to unused PPP funding 270,000 Contract liabilities at June 30, 2021 $ 5,973,000 A summary of the contract liabilities recognized in the fiscal year ending June 30, 2020 are presented below: Contract liabilities at June 30, 2019 $ 3,516,000 Contract liabilities recorded June 30, 2019 and recognized fiscal year 2020 (3,516,000 ) Contract liabilities relating to operations acquired in the fiscal year ending June 30, 2020 3,327,000 Contract liabilities relating to unused PPP funding 1,704,000 Contract liabilities at June 30, 2020 $ 5,031,000

LIABILITIES OF DISCONTINUED OPE

LIABILITIES OF DISCONTINUED OPERATIONS	12 Months Ended
	Jun. 30, 2021
CONVERTIBLE NOTES PAYABLE
LIABILITIES OF DISCONTINUED OPERATIONS	NOTE 10 – LIABILITIES OF DISCONTINUED OPERATIONS In the fiscal year ending June 30, 2020, the Company identified $6,319,000 of liabilities from discontinued operations in relation to amounts owed by SignalPoint Corp., a non-operating wholly-owned subsidiary of the Company and the Company’s predecessor Roomlinx, Inc. Based upon an opinion provided by the Company’s legal counsel, the statute of limitations has expired in connection with collection of the $6,319,000 of previously incurred debts by SignalPoint Corp. and concludes the debts have been extinguished pursuant to operation of law. Accordingly, the Company has concluded the $6,319,000 has been legally released pursuant to ASC 405 - Liabilities, and has been accounted for as extinguishment of debt and recognized this as income from discontinued operations. Liabilities of discontinued operations consisted of the follow as of June 30: 2021 2020 Roomlinx – Account payable and other accrued liabilities $ 107,000 $ 107,000 For the fiscal years ending June 30, 2021 and 2020, the Company recorded the balance of liabilities from discontinued operations as long-term because the Company does not anticipate making payments towards these liabilities in the next 12 months.

INCOME TAXES

INCOME TAXES	12 Months Ended
	Jun. 30, 2021
INCOME TAXES
INCOME TAXES	NOTE 13 – INCOME TAXES Troika Media Group Inc. and domestic subsidiaries file on a consolidated U.S. federal tax basis and state tax returns on a consolidated, combined or separate basis depending on the applicable laws for the years ending June 30, 2021 and June 30, 2020. Mission Media Holdings, LTD and Mission Media, LTD are foreign subsidiaries of the Company which file tax returns in the United Kingdom. Information on Federal and where applicable state statutory tax rates and also by country are as follows, but may not be all inclusive, and are estimated accordingly: UNITED STATES Troika Media Group Inc. the parent company of Troika Design Group Inc., Digital Media Acquisition Corporation, SignalPoint Corporation, Signal Point Holdings Corporation, Troika Services, Inc., Troika Analytics, Inc., Troika-Mission Holdings, Inc., Mission Media USA, Inc. and Troika IO, Inc. are subject to the U.S. federal tax rate of 21% and approximately up to 9% state tax for the years ending June 30, 2021 and 2020. UNITED KINGDOM We have two operating subsidiaries in the UK, Mission Media Holdings, LTD and Mission Media, LTD, which are subject to a tax rate of 19% for the years ending June 30, 2021 and June 30, 2020. The below table summarizes the net loss by geographic area for the fiscal years ending June 30: Years Ended June 30, 2021 2020 United States $ (14,868,000 ) $ (11,294,000 ) Foreign (1,129,000 ) (3,153,000 ) Total net loss $ (15,997,000 ) $ (14,447,000 ) Income tax (benefit) expense from continuing operations on an estimated GAAP basis for the year ending June 30, 2021 consisted of the following: Current Deferred Total Federal $ 37,000 $ 152,000 $ 189,000 State 27,000 - 27,000 Foreign - - - Subtotal 64,000 152,000 216,000 Valuation allowance - - - Total $ 64,000 $ 152,000 $ 216,000 Income tax (benefit) expense from continuing operations on an estimated GAAP basis for the year ending June 30, 2020 consisted of the following: Current Deferred Total Federal $ - $ (3,269,000 ) $ (3,269,000 ) State - (466,000 ) (466,000 ) Foreign - (533,000 ) (533,000 ) Subtotal - (4,268,000 ) (4,268,000 ) Valuation allowance - 4,268,000 4,268,000 Total $ - $ - $ - A reconciliation of the estimated federal statutory income tax rate to the Company’s effective income tax rate is as follows: June 30, 2021 June 30, 2020 Taxes calculated at federal rate 21.0 % 21.0 % Foreign taxes (0.1 )% (2.9 )% Debt settlement 2.6 % 9.2 % Stock compensation (1.2 )% (1.0 )% Change in valuation allowance (25.4 )% (12.7 )% State taxes net of federal benefit 1.9 % 0.6 % Revaluation of deferred - % - % Acquisition - domestic - % - % Acquisition - foreign - % - % Goodwill impairment - % (2.9 )% Other adjustments 1.7 % (11.4 )% Provision for income taxes 0.4 % (0.1 )% The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and liabilities at June 30, 2021 and 2020 are presented below: June 30, 2021 June 30, 2020 Deferred Tax Assets Net operating loss carryforwards $ 5,320,000 $ 3,798,000 Accounts receivable reserve 131,000 201,000 Contribution carryover 6,000 851,000 Section 163 (j) limitation 120,000 123,000 Stock based compensation 1,611,000 1,053,000 Accrued interest 89,000 127,000 Contract liabilities - - Deferred rent - 29,000 Net right-of-use assets 1,772,000 23,000 Other accruals - - Total Deferred Tax Assets 9,049,000 6,205,000 Deferred Tax Liabilities Fixed Assets (112,000 ) (101,000 ) Intangibles (513,000 ) (1,775,000 ) Deferred Revenue (179,000 ) (61,000 ) Total Deferred Tax Liabilities (804,000 ) (1,937,000 ) Net Deferred Tax Assets 8,245,000 4,268,000 Valuation Allowance (8,245,000 ) (4,268,000 ) Net deferred tax / (liabilities) $ - $ - The Company is in the process of reviewing its current deferred tax balances and the above amounts for the periods ending June 30, 2021 and 2020 are estimated, but may not be all inclusive. Deferred tax assets and liabilities are computed by applying the estimated enacted federal, foreign and state income tax rates to the gross amounts of future taxable amounts and future deductible amounts and other tax attributes, such as net operating loss carryforwards. In assessing if the deferred tax assets will be realized, the Company considers whether it is more likely than not that some or all of these deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the period in which these deductible temporary differences reverse. During the year ending June 30, 2021, the estimated valuation allowance increased by $4,268,000 to $8,245,000 as compared to $4,268,000 as of June 30, 2020. The increase in valuation allowance is primarily related to an increase in net operating losses as well as stock-based compensation. The total valuation allowance results from the Company’s position that it is more likely than not able to realize their net deferred tax assets. At June 30, 2017 and prior to this date, the Company had estimated federal and state net operating loss carry forwards. For the periods prior to the year ending June 30, 2017 the Company is unable to accurately verify or compute the applicable federal and state net operating losses. The Company’s tax year end was on a calendar year end December 31. Such losses may not be utilizable or possibly eliminated under IRC Section 382/383, change of ownership rules. Management is in the process of reviewing IRC Section 382/383 at the time of this filing for the period indicated. The federal net operating loss for the period ending June 30, 2020 is estimated to be $13,892,000 and for state $3,564,000. The federal net operating loss for the period ending June 30, 2021 is estimated to be $20,623,000 and for state $6,255,000. These carryforwards may be subject to an annual limitation under I.R.C. §§ 382 and 383 and similar state provisions, if the Company experienced one or more ownership changes which would limit the amount of the NOL and tax credit carryforwards that can be utilized to offset future taxable income. In general, an ownership change, as defined by I.R.C. §§ 382 and 383, results from transactions increasing ownership of certain stockholders or public groups in the stock of the corporation by more than 50 percentage points over a three-year period. The Company has not completed an I.R.C. § 382/383 analysis. If a change in ownership were to have occurred, NOL and tax credit carryforwards could be eliminated or restricted. If eliminated, the related asset would be removed from the deferred tax asset schedule with a corresponding reduction in the valuation allowance. Due to the existence of the valuation allowance, limitations created by future ownership changes, if any, will not impact the Company’s effective tax rate. As of June 30, 2021 and 2020, the Company’s UK entity Mission Media Limited carryforward NOL’s were $3,865,000 and $2,485,000, respectively. On June 12, 2017, the Company entered into a merger agreement with Troika Design Group, Inc. and subsidiaries (“Design”) and Daniel Pappalardo, the sole shareholder of Design. In conjunction with this merger, we believe that the Company experienced an “ownership change” within the meaning of Sections 382 and 383 of the Code. An ownership change is generally defined as a more than 50 percentage point increase in equity ownership by “5 percent shareholders” (as that term is defined for purposes of Sections 382 and 383 of the Code) in any three-year period or since the last ownership change if such prior ownership change occurred within the prior three-year period. As a result of the ownership change on June 12, 2017, the limitations on the use of pre-change losses and other carry forward tax attributes in Sections 382 and 383 of the Code apply and the Company may not be able to utilize any portion of their NOL carry forwards from the years prior to June 12, 2017 and the portion of the NOL for June 30, 2017 allocable to the portion of the year prior to June 12, 2017. NOLs from subsequent years should not be affected by the ownership change on June 12, 2017. There is a new tax on global intangible low-taxed income (GILTI) of subsidiaries of US parents. This new tax law is based on the excess of foreign income over a specified return (deemed return on tangible assets of foreign corporation). This will result in a US tax on foreign earnings where: (i) there is not a large aggregate foreign fixed asset base; and (ii) foreign earnings are taxed at a low rate. For ASC 740 (Accounting for Income Tax), it is acceptable to recognize the GILTI in the year in which it is included on the tax return on the basis that it is triggered by the existence, on an aggregate basis, of "excess" low-taxed foreign income in that year. For IFRS tax accounting and GAAP, it is acceptable to recognize the charge for GILTI in the year in which it is included on the tax return on the basis that it is triggered by the existence, on an aggregate basis, of "excess" low-taxed foreign income in that year. Since the Mission foreign subsidiaries for the year ending June 30, 2021 recorded an operating loss $1,380,000 there is no current GILTI tax recorded as a period cost. The Company is in the process of reviewing GILTI, as it is computed on a cumulative basis, as it relates to United States Repatriation Tax, as well as GILTI. As of December 31, 2019, the Company had an estimated net operating loss (NOL) carryforward of approximately $38,365,000. The NOL carryforward estimated to begins to expire in 2024. Under Section 382 of the Internal Revenue Code of 1986, as amended (“IRC Section 382”), a corporation that undergoes an “ownership change” is subject to limitations on its use of pre-change NOL carryforwards to offset future taxable income. Within the meaning of IRC Section 382, an “ownership change” occurs when the aggregate stock ownership of certain stockholders (generally 5% shareholders, applying certain look-through rules and aggregation rules which combine unrelated shareholders that do not individually own 5% or more of the corporation’s stock into one or more “public groups” that may be treated as 5-percent shareholder) increases by more than 50 percentage points over such stockholders’ lowest percentage ownership during the testing period (generally three years). In general, the annual use limitation equals the aggregate value of common stock at the time of the ownership change multiplied by a specified tax-exempt interest rate. The Company has not completed a study as to whether there is a Section 382 limitation on its NOLs that will limit the use of its NOLs in the future. The Company has recorded a valuation allowance on the entire NOL as it believes that it is more likely than not that the deferred tax asset associated with the NOLs will not be realized regardless of whether an “ownership change” has occurred. Effects of the Tax Cuts and Jobs Act On December 22, 2017, the Tax Cuts and Jobs Act (Tax Act) was enacted. Accounting Standard Codification (ASC) 740, Accounting for Income Taxes Given the timing of enactment of the Tax Act and the significance of the legislation, the SEC staff issued Staff Accounting Bulletin No. 118 (SAB 118), which allows registrants to record provisional amounts during a one year “measurement period” similar to that used when accounting for business combinations. However, the measurement period should not extend beyond one year from the Tax Act enactment date and is deemed to have ended when the registrant has obtained, prepared and analyzed the information necessary to finalize its accounting. To the extent that a company’s accounting for certain income tax effects of the Tax Act is incomplete but the registrant is able to determine a reasonable estimate, it must record a provisional estimate in the financial statements. If a company cannot determine a provisional estimate to be included in the financial statements, it should continue to apply ASC 740, Accounting for Income Taxes Accounting for Income Taxes Amounts recorded where accounting is complete for the year commencing January 1, 2018 primarily relate to the reduction in the U.S. corporate 21 . , 35 , 21 . This change resulted in no net tax expense/benefit but did cause a reduction to our U.S. federal estimated deferred tax asset fully offset by a reduction of our valuation allowance. Effects of tax law changes where a reasonable estimate of the accounting effects have not yet been made include the one-time mandatory repatriation transition tax on the net accumulated earnings and profits of a U.S. taxpayer’s foreign subsidiaries earned post 1986. The Company has performed a preliminary earnings and profits analysis with consideration given to foreign loss carryforwards acquired as a result of the Company’s acquisitions and determined on a provisional basis that there should be no income tax effect in the current or any future period. The Company will continue to identify and evaluate data to more thoroughly identify the tax impact and record adjustments, if any, within the measurement period. The Company has filed delinquent 2016, 2017 and 2018 Federal, State and local tax returns in October 2020 since and therefore these tax returns remain open to audit for all income tax returns filed until October 2023. No assurance concerning IRC 382,383,108, etc. and such outcome, since Federal, State/Local and Foreign income tax returns remain delinquent to the date of this filing.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	6 Months Ended	12 Months Ended
	Dec. 31, 2021	Jun. 30, 2021
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS	NOTE 11 – SUBSEQUENT EVENTS EQUITY INCENTIVES In January 2022, the Company awarded a total of 6,100,000 restricted stock awards in incentive compensation consisting of 4,600,000 RSUs to executive officers and directors and 1,500,000 RSUs awarded to employees. WARRANTS ISSUED In January 2022, the Company issued warrants to a consultant for services rendered to purchase 25,000 shares of the Company’s common stock vested over two years. The warrants have an exercise price representing 20% below the prior business day’s closing price when the holder elects to exercise.	NOTE 15 – SUBSEQUENT EVENTS On July 14, 2021, the Company entered into a settlement agreement regarding the aforementioned Stephenson legal dispute which settled all matters between the Company and the former owners of the Mission entities. The agreement provided for the full payment of all amounts due to the Company and allowed the Stephensons to sell the shares subject to a leak-out period. The agreement was filed with the Court and a settlement payment of approximately $905,000 was received by the Company which will be recognized in the first quarter of fiscal year 2022. The Company is monitoring the sales of shares and as of the date hereof, the Stephensons have complied with the leak-out provisions. Please see Note 11 – Legal Contingencies for additional detail. STARSTONE SETTLEMENT In July 2021, the Company settled a legal dispute with a former employee for $115,000 and payment was subsequently made. The cost of the settlement was fully accrued in the fiscal year ending June 30, 2021. LEASE AGREEMENT In September 2021, Troika Services, Inc. extended the terms of the existing Englewood Cliffs, NJ lease agreement and relocated to a larger office space within the same building. The lease agreement was extended five years and the lease expense was increased to $8,389 per month increasing 3% annually. APPOINTMENT OF BOARD OF DIRECTOR On July 1, 2021, the Company appointed its General Counsel and Secretary Michael Tenore to serve as a Board of Director of Mission Media, LTD and Mission Media Holdings, LTD. REDEEEM NAME CHANGE In July 2021, the name of Redeeem Acquisition Corp was formally changed to Troika IO, Inc. REDEEEM SHARES ISSUED RELATING TO ACQUISITION In August 2021, the Company issued 452,929 shares of common stock to Redeeem’s employees as per the asset purchase agreement dated May 21, 2021. Valued at $1,210,000 at $2.6715 per share, the balance was recorded as a stock payable on June 30, 2021. REDEEEM SHARES ISSUED RELATING TO DEFERRED COMPENSATION In August 2021, the Company issued 3,623,433 shares of common stock to Redeeem’s employees as per the escrow agreement dated May 21, 2021 relating to the acquisition. Vested over three years and valued at $9,680,000 at $2.6715 per share, the balance was recorded as deferred compensation on June 30, 2021. The shares are currently being held in an escrow account and subject to the vesting schedule in the escrow agreement. REDEEEM STOCK OPTIONS ISSUED In July 2021, the Company issued options to the employees of Troika IO, as per the asset purchase agreement dated May 21, 2021, to purchase 383,500 shares of the Company’s common stock for $2.61 per share. Valued at $500,000, the options were subject to a three-year vesting period. The asset purchase agreement allows the President of Troika IO to distribute up to 650,000 in options to its employees; however to date the remaining options have not been issued.

NATURE OF BUSINESS AND SUMMAR_2

NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	6 Months Ended	12 Months Ended
	Dec. 31, 2021	Jun. 30, 2021
NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
HISTORY AND NATURE OF BUSINESS		Troika Media Group, Inc. (formerly M2 nGage Group, Inc. and Roomlinx, Inc.) (the "Company", “TMG”, "Roomlinx" or "M2 Group") was formed in 2003 under the name RL Acquisition, Inc. pursuant to the laws of the State of Nevada. The Company operates as a brand consulting and marketing agency specializing in the entertainment and sports media category. Our clients are, in the entertainment, sports, media, gaming and consumer brands, seeking new ways to connect with consumers, audiences and fans through evolving media and technology. On March 27, 2015, the Company entered into and completed (the "Closing") a Subsidiary Merger Agreement (the "SMA") by and among the Company, Signal Point Holdings Corp. ("SPHC"), SignalShare Infrastructure, Inc. ("SSI") and RMLX Merger Corp. Upon the terms and conditions of the SMA, the Company's wholly-owned subsidiary RMLX Merger Corp., a Delaware corporation, was merged with and into SPHC, with SPHC and its operating subsidiaries surviving as a wholly owned subsidiary of the Company (the "Subsidiary Merger"). The Company’s operations, of Roomlinx, Inc., existing at the time of the SMA were transferred into a newly formed, wholly-owned subsidiary named SignalShare Infrastructure Inc. As a result of the SMA, the former shareholders of SPHC, a privately-owned Delaware corporation, received an aggregate of approximately 85% of the fully diluted common stock of the Company. On July 14, 2017, Troika Media Group, Inc. ("TMG") was created as a Nevada corporation. TMG began operations on June 14, 2017 by acquiring all the assets and liabilities of Troika Design Group, Inc ("TDG"). TMG operates from its main facilities and offices located in Los Angeles, California and Englewood Cliffs, New Jersey. Pursuant to the terms of a Merger Agreement dated June 12, 2017, on June 14, 2017, TMG, a wholly-owned subsidiary of M2nGage Group, Inc. was merged with and into Troika Acquisition Corp. with TMG as the surviving entity and a wholly-owned subsidiary of the acquirer. The total purchase price was $5.0 million in cash plus 2,046,667 shares of common stock of the acquirer. On June 29, 2018, the Company entered into an agreement to acquire all of the issued and outstanding membership interest of Mission Culture LLC and all of the outstanding ordinary shares of MissionMedia Holdings Limited. The Company formed a wholly-owned subsidiary TroikaMission Holdings, Inc., as the acquisition company. On April 19, 2021, the Company announced the pricing of an underwritten initial public offering of 5,783,333 shares of common stock and warrants to purchase 5,783,333 shares at a public offering price of $4.15 per share for aggregate gross proceeds of $24.0 million or $20.7 million net after deducting commissions and other offering expenses. The Company began trading its common stock and warrants on the NASDAQ Capital Market on April 20, 2021. Please see Note 12 – Stockholders’ Equity for further details. On May 21, 2021, the Company entered into an agreement to acquire the assets and specific liabilities of fintech platform Redeeem, LLC for $2.6 million consisting of $1.2 million in cash, $166,000 in specific liabilities, and $1.2 million of the Company’s common stock. The Company formed a wholly-owned subsidiary Redeeem Acquisition Corp, as the acquisition company. Please see Note 2 – Acquisitions for further details.
LIQUIDITY	The Company has incurred net losses since its inception and anticipates net losses and negative operating cash flows until fiscal year 2023. For the three months ending December 31, 2021, the Company had a net loss of $4.1 million, which increased the accumulated deficit to $193.1 million at December 31, 2021 from $186.9 million at June 30, 2021. At December 31, 2021, the Company had approximately $6.0 million in cash and cash equivalents and a total of $7.5 million in current assets in relation to $15.8 million in current liabilities. While the Company continues to find efficiencies with its acquisitions of Troika Design Group, Inc. and Mission Group as well as the assets of Redeem LLC, the departure of Mission’s President and Founder in fiscal year 2019 together with the coronavirus (COVID-19) pandemic impacted revenue more than anticipated. With the acquisition of Mission Group, the Company is attempting to increase Troika’s footprint in major media markets, such as NY and London. The Company also continues to expand its consulting services and breadth of product offering with existing Mission and Troika clients and increased business development in NY and London as a result of the Mission acquisition. Additionally, the Company intends to add to Mission business development from Troika’s existing clientele and save overhead costs through rationalized synergies. If the Company raises additional funds by issuing equity securities, its stockholders would experience dilution. Additional debt financing, if available, may involve covenants restricting its operations or its ability to incur additional debt. Any additional debt financing or additional equity that the Company raises may contain terms that are not favorable to it or its stockholders and require significant debt service payments, which diverts resources from other activities. The Company’s ability to raise additional capital will also be impacted by the outbreak of COVID-19, as well as market conditions and the price of the Company’s common stock. Based on the recent acquisitions, Company-wide consolidation, and management’s plans, the Company believes that the current cash on hand of $5,982,000 and anticipated cash from operations is sufficient to conduct planned operations for one year from the issuance of the consolidated financial statements. In addition, Management believes they can raise additional capital, if necessary, given the Company has been successful at raising funding through both equity and debt financing.	The Company has incurred net losses since its inception and anticipates net losses and negative operating cash flows until fiscal year 2023. For the year ended June 30, 2021, the Company had a net loss of $16.0 million, which increased the accumulated deficit to $186.9 million at June 30, 2021 from $170.9 million at June 30, 2020. At June 30, 2021, the Company had $12.1 million in cash and cash equivalents and a total of $14.1 million in current assets in relation to $18.1 million in current liabilities. While the Company continues to find efficiencies with its acquisitions of Troika Design Group, Inc. and Mission Group as well as the assets of Redeeem LLC, the departure of Mission’s President and Founder in fiscal year 2019 together with the coronavirus (COVID-19) pandemic in fiscal years 2020 and 2021 impacted revenue more than anticipated. With the acquisition of Mission Group, the Company is attempting to increase Troika’s footprint in major media markets, such as NY and London. The Company also continues to expand its consulting services and breadth of product offering with existing Mission and Troika clients and increase business development in NY and London as a result of the Mission acquisition. Additionally the Company intends to add to Mission business development due to Troika’s existing clientele. As a result of these developments and the Company’s intent to save costs in overhead through rationalized headcount from synergies achieved in the acquisition of Mission, the consolidated fiscal year 2023 forecast for the combined entity is $2.3 million in adjusted EBITDA. If the Company raises additional funds by issuing equity securities, its stockholders would experience dilution. Additional debt financing, if available, may involve covenants restricting its operations or its ability to incur additional debt. Any additional debt financing or additional equity that the Company raises may contain terms that are not favorable to it or its stockholders and require significant debt service payments, which diverts resources from other activities. If the Company is unable to obtain additional financing, it may be required to significantly scale back its business and operations. The Company’s ability to raise additional capital will also be impacted by the outbreak of COVID-19, as well as market conditions and the price of the Company’s common stock. Based on the recent acquisitions, Company-wide consolidation, and management’s plans, the Company believes that the current cash on hand 9,628,000 and anticipated cash from operations is sufficient to conduct planned operations for one year from the issuance of the consolidated financial statements. In addition, Management believes they can raise additional capital if necessary, given the Company has been successful at raising funding through debt financing as well as securing additional financing from friendly lenders.
Impact of COVID-19	In March 2020, the World Health Organization categorized the coronavirus (COVID-19) as a pandemic, and it continues to spread throughout the United States and the rest of the world with different geographical locations impacted more than others. The outbreak of COVID-19 and the resulting public and private sector measures to reduce its transmission, such as the imposition of social distancing and orders to work-from-home, stay-at-home and shelter-in-place, have adversely impacted our business and those of our clients. Businesses have adjusted, reduced, or suspended operating activities, which has negatively impacted the clients we service. We continue to believe our focus on our strategic strengths, including talent, our differentiated market strategy and the relevance of our services, including the longevity of our relationships, will continue to assist our Company as we navigate a rapidly changing marketplace. The effects of the COVID-19 pandemic have negatively impacted our results of operations, cash flows and financial position; however, the continued extent of the impact will vary depending on the duration and severity of the economic and operational impacts of COVID-19. We took steps to protect the safety of our employees, with a large majority of our worldwide workforce working from home, while developing creative ideas to protect the health and well-being of our communities and setting up our people to help them do their best work for our clients while working remotely. With respect to managing costs, we have implemented multiple initiatives to align our expenses with changes in revenue. The steps taken across our agencies and corporate group include deferred merit increases, freezes on hiring and temporary labor, major cuts in non-essential spending, staff reductions, furloughs in markets where that option is available and salary reductions, including voluntary salary deferment for our senior corporate management team. In addition, we remain committed to and have intensified our efforts around cash flow discipline, including the identification of significant capital expenditures that can be deferred, and working capital management. We began to see the effects of COVID-19 on client spending, notably in the UK and US markets with our Mission subsidiaries throughout the second quarter of calendar 2020 with much of the work force of the UK subsidiary on furlough, and with our Troika Design subsidiary furloughed as March 2020 progressed. Due to mandatory stay at home orders and social distancing, our experiential business has been particularly impacted by COVID-19. Promotional and experiential events with the Company’s assistance are particularly susceptible to external factors and were delayed by many of the Company’s Mission clients due to the effects of COVID-19. The Company had temporarily furloughed employees to reflect current reduced demands associated with those client sets. However, as of the first and second quarters of calendar 2021, we started to see business dramatically improve. As cities have commenced openings with the improvement of vaccines distribution and infection rates declining, our client activities have doubled and there is a real optimism that the economic conditions are improving. Sports, Entertainment, Pharma clients are contracting our services across all entities at rates similar to 2019. In the current environment, a major priority for us is preserving liquidity. Our primary liquidity sources are operating cash flow, cash and cash equivalents and short-term investments. Although we experienced a decrease in our cash flow from operations as a result of the impact of COVID-19, we obtained relief under the CARES Act in the form of a Small Business Administration backed loans. In aggregate we received $1.7 million in SBA stimulus “Payroll Protection Program” funding in April 2020 of which the majority of these funds were used for payroll. As per the US Government rules, the funds used for payroll, healthcare benefits, and other applicable operating expenses can be forgiven and the Company reported them as such in December 2020 considering the Company believed it had substantially met these conditions. On August 14, 2020, the Company received an additional 500,000 in loans with 30 year terms under the SBA’s “Economic Injury Disaster Loan” program which the Company used to address any cash shortfalls that resulted from the current pandemic. In February 2021, the Company obtained additional relief under the CARES Act in the form of Small Business Administration backed loans and received an additional $1.7 million in SBA stimulus “Payroll Protection Program” funds which were used for payroll, healthcare benefits, and other applicable operating expenses. In July 2021, the Company was notified that all of the stimulus funds were forgiven with the exception of approximately $8,000 which was returned in the three months ending September 30, 2021. In the United Kingdom, as of April 1, 2020, Mission furloughed twenty-seven employees, saving £78,000 in April payroll, being made up of £55,000 of furlough monies from the government and £16,000 in associated payroll savings and applied for a 3-month rent holiday. In May 1, 2020, Mission put on furlough an additional 5 employees bringing the total to 32, alongside a 10% pay cut for all employees not furloughed, saving £111,000 in May payroll, being made up of £62,000 of furlough monies from the government, £33,000 of associated payroll savings and £16,000 in savings related to the pay cut. On April 1, 2020, Troika Design Group actioned a 15% salary reduction across the majority of the Los Angeles staff and furloughed one office manager for a total savings of $112,000 per month. Finally, certain members of the Company’s executive team deferred compensation temporarily. In August 2020, the Company received £50,000 in loans related to the COVID pandemic with an interest rate of 2.5% to be paid over five years beginning one year after receipt. The Company used these proceeds to address any cash shortfalls that resulted from the pandemic. The extent to which the COVID-19 outbreak continues to impact the Company’s results will depend on future developments that are highly uncertain and cannot be predicted, including new information that may emerge concerning the severity of the virus and the actions to contain its impact.	In March 2020, the World Health Organization categorized the coronavirus (COVID-19) as a pandemic, and it continues to spread throughout the United States and the rest of the world with different geographical locations impacted more than others. The outbreak of COVID-19 and the resulting public and private sector measures to reduce its transmission, such as the imposition of social distancing and orders to work-from-home, stay-at-home and shelter-in-place, have adversely impacted our business and those of our clients. Businesses have adjusted, reduced, or suspended operating activities, which has negatively impacted the clients we service. We continue to believe our focus on our strategic strengths, including talent, our differentiated market strategy and the relevance of our services, including the longevity of our relationships, will continue to assist our Company as we navigate a rapidly changing marketplace. The effects of the COVID-19 pandemic have negatively impacted our results of operations, cash flows and financial position; however, the continued extent of the impact will vary depending on the duration and severity of the economic and operational impacts of COVID-19. We took steps to protect the safety of our employees, with a large majority of our worldwide workforce working from home, while developing creative ideas to protect the health and well-being of our communities and setting up our people to help them do their best work for our clients while working remotely. With respect to managing costs, we have implemented multiple initiatives to align our expenses with changes in revenue. The steps taken across our agencies and corporate group include deferred merit increases, freezes on hiring and temporary labor, major cuts in non-essential spending, staff reductions, furloughs in markets where that option is available and salary reductions, including voluntary salary deferment for our senior corporate management team. In addition, we remain committed to and have intensified our efforts around cash flow discipline, including the identification of significant capital expenditures that can be deferred, and working capital management. We began to see the effects of COVID-19 on client spending, notably in the UK and US markets with our Mission subsidiaries throughout the second quarter of calendar 2020 with much of the work force of the UK subsidiary on furlough, and with our Troika Design subsidiary furloughed as March 2020 progressed. Due to mandatory stay at home orders and social distancing, our experiential business has been particularly impacted by COVID-19. Promotional and experiential events with the Company’s assistance are particularly susceptible to external factors were delayed by many of the Company’s Mission clients due to the effects of COVID-19. The Company had temporarily furloughed employees to reflect current reduced demands associated with those client sets. However, as of the first and second quarters of calendar 2021, we started to see business dramatically improve and expect greater improvement in our results in our next fiscal quarters. As cities have commenced openings with the improvement of vaccines distribution and infection rates declining, our client activities have doubled and there is a real optimism that the economic conditions are improving. Sports, Entertainment, Pharma clients are contracting our services across all entities at rates similar to 2019. In the current environment, a major priority for us is preserving liquidity. Our primary liquidity sources are operating cash flow, cash and cash equivalents and short-term investments. Although we expect to experience a decrease in our cash flow from operations as a result of the impact of COVID-19, we have obtained relief under the CARES Act in the form of a Small Business Administration backed loans. In aggregate we received $1.7 million in SBA stimulus “Payroll Protection Program” funding in April 2020 of which the majority of these funds were used for payroll. As per the US Government rules, the funds used for payroll, healthcare benefits, and other applicable operating expenses can be forgiven and the Company reported them as such in December 2020 considering the Company believes we have substantially met these conditions. On August 14, 2020, the Company received an additional $500,000 in loans with 30 year terms under the SBA’s “Economic Injury Disaster Loan” program which the Company intends to use to address any cash shortfalls that may resulted from the current pandemic. In February 2021, the Company obtained additional relief under the CARES Act in the form of a Small Business Administration backed loans and received an additional $1.7 million in SBA stimulus “Payroll Protection Program” funds which will were used for payroll, healthcare benefits, and other applicable operating expenses. The Company believes we will substantially meet the conditions for forgiveness of this funding as well. In the United Kingdom, as of April 1, 2020, Mission furloughed twenty-seven employees, saving £78,000 in April payroll, being made up of £55,000 of furlough monies from the government and £16,000 in associated payroll savings and applied for a 3-month rent holiday. In May 1, 2020, Mission put on furlough an additional 5 employees bringing the total to 32, alongside a 10% pay cut for all employees not furloughed, saving £111,000 in May payroll, being made up of £62,000 of furlough monies from the government, £33,000 of associated payroll savings and £16,000 in savings related to the pay cut. On April 1, 2020, Troika Design Group actioned a 15% salary reduction across the majority of the Los Angeles staff and furloughed one office manager for a total savings of $112,000 per month. Finally, certain members of the Company’s executive team deferred compensation temporarily. In August 2020, the Company received £50,000 in loans related to the COVID pandemic with an interest rate of 2.5% to be paid over five years beginning one year after receipt. The Company used these proceeds to address any cash shortfalls that resulted from the pandemic. The extent to which the COVID-19 outbreak continues to impact the Company’s results will depend on future developments that are highly uncertain and cannot be predicted, including new information that may emerge concerning the severity of the virus and the actions to contain its impact. While the Company’s revenue has declined by $8.4 million from $24.6 million to $16.2 million in the years ending June 30, 2021 and 2020 respectively, the Company is still quantifying how much of this decline in revenue was caused by the pandemic as well as the impact from the departure of Mission’s founder.
PRINCIPLES OF CONSOLIDATION	The accompanying consolidated financial statements include the accounts of TMG, and its wholly-owned subsidiaries, Troika Design Group, Inc. (California), Troika Services Inc. (New York), Troika Production Group, LLC (California), Troika-Mission Holdings, Inc. (New York), Mission Culture LLC (Delaware), Mission-Media Holdings Limited (England and Wales), Mission Media USA, Inc. (New York), and Troika IO, Inc. (f/k/a Redeeem Acquisition Corp) (California). All significant intercompany accounts and transactions have been eliminated in consolidation.	The accompanying consolidated financial statements include the accounts of TMG, and its wholly-owned subsidiaries, Troika Design Group, Inc. (California), Troika Services Inc. (New York), Troika Analytics Inc. (New York), Troika Productions, LLC (California), Troika-Mission Holdings, Inc. (New York), Mission Culture LLC (Delaware), Mission-Media Holdings Limited (England and Wales), Mission Media USA, Inc. (New York), and Troika IO, Inc. (f/k/a Redeeem Acquisition Corp) (California). All significant intercompany accounts and transactions have been eliminated in consolidation.
RECLASSIFICATION OF PRIOR YEAR FINANCIALS	In the six months ended December 31, 2020, the Company reported amortization of right-of-use assets of $524,000 in its Condensed Consolidated Statements of Cash Flows separately in net cash used in operating activities. For purposes of consistency, this balance was reclassified to operating lease liability within the Condensed Consolidated Statements of Cash Flows resulting in a balance of $586,000 from $62,000. The reclassification did not change the net cash used in operating activities as it remains at $(1,393,000). In the six months ended December 31, 2020, the Company reported a change in contract liabilities of $1,866,000 in its Condensed Consolidated Statements of Cash Flows within net cash used in operating activities. For purposes of consistency, this balance was bifurcated between contract liabilities relating to revenue and contract liabilities relating to government grants at $3,570,000 and $(1,704,000), respectively. The reclassification did not change the net cash used in operating activities as it remains at $(1,393,000).	During the year ended June 30, 2021, the Company identified certain liabilities recorded as of June 30, 2020 relating to “Payroll Protection Program” stimulus funding totaling $1,704,000 that were to be treated as a government grant rather than debt. In accordance with IAS-20, Accounting for Government Grants and Disclosure of Government Assistance
USE OF ESTIMATES	The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Significant estimates and assumptions made by management include, among others, the assessment of the collectability of accounts receivable and the determination of the allowance for doubtful accounts, the valuation and useful life of capitalized equipment costs and long-lived assets, valuation of warrants and options, the determination of the useful lives and any potential impairment of long-lived assets such as intangible assets and goodwill, the allocation of purchase consideration to assets and liabilities due to the Redeeem acquisition, stock-based compensation, and deferred tax assets. Actual results could differ from those estimates.	The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Significant estimates and assumptions made by management include, among others, the assessment of the collectability of accounts receivable and the determination of the allowance for doubtful accounts, the valuation and useful life of capitalized equipment costs and long-lived assets, valuation of warrants and options, the determination of the useful lives and any potential impairment of long-lived assets such as intangible assets and goodwill, the allocation of purchase consideration to assets and liabilities due to the Redeeem acquisition, stock-based compensation, and deferred tax assets. Actual results could differ from those estimates.
FAIR VALUE MEASUREMENT	Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants as of the measurement date. Applicable accounting guidance provides an established hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in valuing the asset or liability and are developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the factors that market participants would use in valuing the asset or liability. There are three levels of inputs that may be used to measure fair value: Level 1 - Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2 - Other inputs that are directly or indirectly observable in the marketplace. Level 3 - Unobservable inputs which are supported by little or no market activity. Fair-value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of December 31, 2021 and June 30, 2021. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values. These financial instruments include cash, accounts receivable, accounts payable, accrued liabilities, and convertible notes payable. Fair values for these items were assumed to approximate carrying values because of their short-term nature or they are payable on demand. The Company uses Level 3 inputs for its valuation methodology for the embedded conversion option liabilities as the fair values were determined by using the Black-Scholes option-pricing model based on various assumptions. The Company’s derivative liabilities are adjusted to reflect fair value at each period end, with any increase or decrease in the fair value being recorded in results of operations as adjustments to fair value of derivatives.	Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants as of the measurement date. Applicable accounting guidance provides an established hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in valuing the asset or liability and are developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the factors that market participants would use in valuing the asset or liability. There are three levels of inputs that may be used to measure fair value: Level 1 - Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2 - Other inputs that are directly or indirectly observable in the marketplace. Level 3 - Unobservable inputs which are supported by little or no market activity. Fair-value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as June 30, 2021 and 2020. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values. These financial instruments include cash, accounts receivable, accounts payable, accrued liabilities, and convertible notes payable. Fair values for these items were assumed to approximate carrying values because of their short term nature or they are payable on demand. The Company uses Level 3 inputs for its valuation methodology for the embedded conversion option liabilities as the fair values were determined by using the Black-Scholes option-pricing model based on various assumptions. The Company’s derivative liabilities are adjusted to reflect fair value at each period end, with any increase or decrease in the fair value being recorded in results of operations as adjustments to fair value of derivatives.
IMPAIRMENT OF LONG-LIVED ASSETS	The Company evaluates, on a periodic basis, long-lived assets to be held and used for impairment in accordance with the reporting requirements of ASC 360-10. The evaluation is based on certain impairment indicators, such as the nature of the assets, the future economic benefit of the assets, any historical or future profitability measurements, as well as other external market conditions or factors that may be present. If these impairment indicators are present or other factors exist that indicate that the carrying amount of the asset may not be recoverable, then an estimate of the undiscounted value of expected future operating cash flows is used to determine whether the asset is recoverable and the amount of any impairment is measured as the difference between the carrying amount of the asset and its estimated fair value. The fair value is estimated using valuation techniques such as market prices for similar assets or discounted future operating cash flows.	The Company evaluates, on a periodic basis, long-lived assets to be held and used for impairment in accordance with the reporting requirements of ASC 360-10. The evaluation is based on certain impairment indicators, such as the nature of the assets, the future economic benefit of the assets, any historical or future profitability measurements, as well as other external market conditions or factors that may be present. If these impairment indicators are present or other factors exist that indicate that the carrying amount of the asset may not be recoverable, then an estimate of the undiscounted value of expected future operating cash flows is used to determine whether the asset is recoverable and the amount of any impairment is measured as the difference between the carrying amount of the asset and its estimated fair value. The fair value is estimated using valuation techniques such as market prices for similar assets or discounted future operating cash flows.
CONCENTRATION OF CREDIT RISK	Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents and accounts receivable. The Company maintains cash and cash equivalent account balances with financial institutions in the United States and United Kingdom which at times exceed federally insured limits for accounts in the United States. Considering deposits with these institutions can be redeemed on demand, the Company believes there is minimal risk. As of December 31, 2021 and June 30, 2021, the Company had $5,332,000 and $10,125,000 in cash that was uninsured, respectively.	Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents and accounts receivable. The Company maintains cash and cash equivalent account balances with financial institutions in the United States and United Kingdom which at times exceed federally insured limits for accounts in the United States. Considering deposits with these institutions can be redeemed on demand, the Company believes there is minimal risk. As of June 30, 2021 and 2020, the Company had $10,125,000 and $822,000 in cash that was uninsured, respectively. For the fiscal years ending June 30, 2021 and 2020, (6) customers accounted for 42.4% and 45.1% of our net revenues, respectively. As of June 30, 2021, three customers made up 44.2% of the net receivable balance however it was collected subsequent to year-end. As of June 30, 2020, three customers made up 35.6% of the net receivable balance. The Company believes there is minimal risk however it will continue to monitor.
CASH AND CASH EQUIVALENTS	The Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents. As of December 31, 2021 and June 30, 2021, the Company had no cash equivalents.	The Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents. As of June 30, 2021 and 2020, the Company had no cash equivalents.
ACCOUNTS RECEIVABLE	Our accounts receivable are amounts due from our clients. The Company accounts for unbilled accounts receivable using the percentage-of-completion accounting method for revenue recognized and the customer has not been invoiced due to the terms of the contract or the timing of the account invoicing cycle. For those clients to whom we extend credit, we perform periodic evaluations of accounts receivable and maintain allowances for potential credit losses as deemed necessary. The Company periodically reviews the outstanding accounts receivable to determine whether an allowance is necessary based on an analysis of past due accounts and other factors that may indicate that the realization of an account may be in doubt. When a customer’s account is deemed to be uncollectible the outstanding balance is charged to the allowance for doubtful accounts. As of December 31, 2021 and June 30, 2021, the Company had $454,000 and $521,000 in allowance for doubtful accounts, respectively.	Our accounts receivable are amounts due from our clients. The Company accounts for unbilled accounts receivable using the percentage-of-completion accounting method for revenue recognized and the customer has not been invoiced due to the terms of the contract or the timing of the account invoicing cycle. For those clients to whom we extend credit, we perform periodic evaluations of accounts receivable and maintain allowances for potential credit losses as deemed necessary. The Company periodically reviews the outstanding accounts receivable to determine whether an allowance is necessary based on an analysis of past due accounts and other factors that may indicate that the realization of an account may be in doubt. When a customer’s account is deemed to be uncollectible the outstanding balance is charged to the allowance for doubtful accounts. As of June 30, 2021 and 2020, the Company had $521,000 and $781,000, in allowance for doubtful accounts, respectively.
PROPERTY AND EQUIPMENT, NET	Property and equipment are stated at cost less accumulated depreciation and amortization. Property and equipment consist of furniture and computer equipment. Depreciation is calculated using the straight-line method over the estimated useful lives of the related assets, generally ranging from three to seven years. Maintenance and repairs are charged to expense as incurred. Expenditures that increase the value or productive capacity of assets are capitalized. When assets are retired or otherwise disposed of, the cost and accumulated depreciation or amortization are removed from the accounts and any resulting gain or loss is reflected in the statements of income in the period realized.	Property and equipment are stated at cost less accumulated depreciation and amortization. Property and equipment consist of furniture and computer equipment. Depreciation is calculated using the straight-line method over the estimated useful lives of the related assets, generally ranging from three to seven years. Maintenance and repairs are charged to expense as incurred. Expenditures that increase the value or productive capacity of assets are capitalized. When assets are retired or otherwise disposed of, the cost and accumulated depreciation or amortization are removed from the accounts and any resulting gain or loss is reflected in the statements of income in the period realized.
GOODWILL AND INTANGIBLE ASSETS	As a result of acquisitions, the Company recorded goodwill and identifiable intangible assets as part of its allocation of the purchase consideration. Goodwill Goodwill is the excess of the purchase price paid over the fair value of the net assets of the acquired business. Goodwill is tested annually at June 30 for impairment. The annual qualitative or quantitative assessments involve determining an estimate of the fair value of reporting units in order to evaluate whether an impairment of the current carrying amount of goodwill exists. A qualitative assessment evaluates whether it is more likely than not that a reporting unit’s fair value is less than its carrying amount before applying the two-step quantitative goodwill impairment test. The first step of a quantitative goodwill impairment test compares the fair value of the reporting unit to its carrying amount including goodwill. If the carrying amount of the reporting unit exceeds its fair value, an impairment loss may be recognized. The amount of impairment loss is determined by comparing the implied fair value of the reporting unit’s goodwill with the carrying amount. If the carrying amount exceeds the implied fair value then an impairment loss is recognized equal to that excess. There was no goodwill impairment recorded as a result of the Company’s annual impairment assessment on June 30, 2021. The Company has adopted the provisions of ASU 2017-04—Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. ASU 2017-04 requires goodwill impairments to be measured on the basis of the fair value of a reporting unit relative to the reporting unit’s carrying amount rather than on the basis of the implied amount of goodwill relative to the goodwill balance of the reporting unit. Thus, ASU 2017-04 permits an entity to record a goodwill impairment that is entirely or partly due to a decline in the fair value of other assets that, under existing GAAP, would not be impaired or have a reduced carrying amount. Furthermore, the ASU removes “the requirements for any reporting unit with a zero or negative carrying amount to perform a qualitative assessment and, if it fails that qualitative test, to perform Step 2 of the goodwill impairment test.” Instead, all reporting units, even those with a zero or negative carrying amount will apply the same impairment test. Accordingly, the goodwill of reporting unit or entity with zero or negative carrying values will not be impaired, even when conditions underlying the reporting unit/entity may indicate that goodwill is impaired. We test our goodwill for impairment annually, or, under certain circumstances, more frequently, such as when events or circumstances indicate there may be impairment. We are required to write down the value of goodwill only when our testing determines the recorded amount of goodwill exceeds the fair value. Our annual measurement date for testing goodwill impairment is June 30. None of the goodwill is deductible for income tax purposes. Intangibles Intangible assets with finite useful lives consist of tradenames, non-compete agreements, acquired workforce and customer relationships and are amortized on a straight-line basis over their estimated useful lives, which range from three to ten years. The estimated useful lives associated with finite-lived intangible assets are consistent with the estimated lives of the associated products and may be modified when circumstances warrant. Such assets are reviewed for impairment when events or circumstances indicate that the carrying value of an asset may not be recoverable. An impairment loss would be recognized when estimated undiscounted future cash flows expected to result from the use of an asset and its eventual disposition are less than its carrying amount. The amount of any impairment is measured as the difference between the carrying amount and the fair value of the impaired asset. There was no impairment recorded for intangibles in the three and six months ended December 31, 2021 and 2020.	As a result of acquisitions, the Company recorded goodwill and identifiable intangible assets as part of its allocation of the purchase consideration. Goodwill Goodwill is the excess of the purchase price paid over the fair value of the net assets of the acquired business. Goodwill is tested annually at June 30 for impairment. The annual qualitative or quantitative assessments involve determining an estimate of the fair value of reporting units in order to evaluate whether an impairment of the current carrying amount of goodwill exists. A qualitative assessment evaluates whether it is more likely than not that a reporting unit’s fair value is less than its carrying amount before applying the two-step quantitative goodwill impairment test. The first step of a quantitative goodwill impairment test compares the fair value of the reporting unit to its carrying amount including goodwill. If the carrying amount of the reporting unit exceeds its fair value, an impairment loss may be recognized. The amount of impairment loss is determined by comparing the implied fair value of the reporting unit’s goodwill with the carrying amount. If the carrying amount exceeds the implied fair value then an impairment loss is recognized equal to that excess. A goodwill impairment charge of $0 and $598,000 was recorded as a result of the Company’s annual impairment assessment on June 30, 2021 and 2020, respectively. The Company has adopted the provisions of ASU 2017-04—Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. ASU 2017-04 requires goodwill impairments to be measured on the basis of the fair value of a reporting unit relative to the reporting unit’s carrying amount rather than on the basis of the implied amount of goodwill relative to the goodwill balance of the reporting unit. Thus, ASU 2017-04 permits an entity to record a goodwill impairment that is entirely or partly due to a decline in the fair value of other assets that, under existing GAAP, would not be impaired or have a reduced carrying amount. Furthermore, the ASU removes “the requirements for any reporting unit with a zero or negative carrying amount to perform a qualitative assessment and, if it fails that qualitative test, to perform Step 2 of the goodwill impairment test.” Instead, all reporting units, even those with a zero or negative carrying amount will apply the same impairment test. Accordingly, the goodwill of reporting unit or entity with zero or negative carrying values will not be impaired, even when conditions underlying the reporting unit/entity may indicate that goodwill is impaired. We test our goodwill for impairment annually, or, under certain circumstances, more frequently, such as when events or circumstances indicate there may be impairment. We are required to write down the value of goodwill only when our testing determines the recorded amount of goodwill exceeds the fair value. None of the goodwill is deductible for income tax purposes. Intangibles Intangible assets with finite useful lives consist of tradenames, non-compete agreements, acquired workforce and customer relationships and are amortized on a straight-line basis over their estimated useful lives, which range from three to ten years. The estimated useful lives associated with finite-lived intangible assets are consistent with the estimated lives of the associated products and may be modified when circumstances warrant. Such assets are reviewed for impairment when events or circumstances indicate that the carrying value of an asset may not be recoverable. An impairment loss would be recognized when estimated undiscounted future cash flows expected to result from the use of an asset and its eventual disposition are less than its carrying amount. The amount of any impairment is measured as the difference between the carrying amount and the fair value of the impaired asset. There was an impairment of intangibles recorded of $0 and $1,867,000 for the year ended June 30, 2021 and 2020, respectively.
Leases	Right-of-use assets and lease liabilities are recorded in accordance with Leases (Topic 842). The Company has recorded a lease liability because the Company has the obligation to make lease payments and a ROU asset for the right to use the underlying asset for the lease term. The lease liability is measured at the present value of the lease payments over the lease term. The right-of-use asset is measured at the lease liability amount, adjusted for lease prepayments, lease incentives received and the lessee’s initial direct costs. The Company uses the optional transitional method and elected to use the package of three practical expedients which allows the Company not to reassess whether contracts are or contain leases, lease classification and whether initial direct costs qualify for capitalization. Income from subleased properties as well as non-lease items such as common-area maintenance and utilities are recognized as non-operating “other income” on the Consolidated Statements of Operations and Comprehensive Loss.	Right-of-use assets and lease liabilities are recorded in accordance with Leases (Topic 842). The Company has recorded a lease liability because the Company has the obligation to make lease payments and a ROU asset for the right to use the underlying asset for the lease term. The lease liability is measured at the present value of the lease payments over the lease term. The right-of-use asset is measured at the lease liability amount, adjusted for lease prepayments, lease incentives received and the lessee’s initial direct costs. The Company uses the optional transitional method and elected to use the package of three practical expedients which allows the Company not to reassess whether contracts are or contain leases, lease classification and whether initial direct costs qualify for capitalization. Income from subleased properties as well as non-lease items such as common-area maintenance and utilities are recognized as non-operating “other income” on the Consolidated Statements of Operations and Comprehensive Loss.
REVENUE RECOGNITION	The Company recognizes revenue in accordance with the Financial Accounting Standards Board’s (“FASB”), Accounting Standards Codification (“ASC”) ASC 606, Revenue from Contracts with Customers (“ASC 606”). Revenues are recognized when control is transferred to customers in amounts that reflect the consideration the Company expects to be entitled to receive in exchange for those goods. Revenue recognition is evaluated through the following five steps: (i) identification of the contract, or contracts, with a customer; (ii) identification of the performance obligations in the contract; (iii) determination of the transaction price; (iv) allocation of the transaction price to the performance obligations in the contract; and (v) recognition of revenue when or as a performance obligation is satisfied. The Company recognizes primarily four revenue streams and they are retainer fees, project fees, reimbursement income, and fee income. Retainer fees are non-refundable fixed amounts being received from a client often on a recurring basis and the performance obligation is the staff being available to provide consultation services. Consulting engagements do not incur a significant amount of direct costs however any costs are recognized as incurred. Consulting fees are recognized evenly throughout the term of the agreement. Project fees are associated with the delivery of services and/or goods to a client and the revenue includes both the anticipated costs to deliver the product as well as the Company’s margin. As per ASC 606-10-25-31, the Company recognizes project fees over time by measuring the progress toward complete satisfaction of a performance obligation by measuring its performance in transferring control of the services contractually delivered to a client by applying the input method. Revenue is recognized based on the extent of inputs expended toward satisfying a performance obligation and it was determined that the best judge of inputs is the costs consumed by a project in relation to its total anticipated costs. As part of the close process the Company compiles a preliminary percentage of completion (POC) for each project which is the ratio of incurred costs to date in relation to the anticipated costs from the production team’s approved budgets. The POC ratio is then applied to the contracted revenue and the pro-rated revenue is then recognized accordingly. Reimbursement income represents compensation relating to the out-of-pocket costs associated with a staging of a live event. As per 606-10-25-31, the Company recognizes reimbursement income over time by measuring the progress toward complete satisfaction of a performance obligation by measuring its performance in transferring control of the services contractually delivered to a client by applying the input method. The revenue is recognized based on the extent of inputs expended toward satisfying a performance obligation and it was determined that the best judge of input is the costs incurred to date in relation to the anticipated costs. As a result, unless an overage or saving is identified, the reimbursement income equates to the reimbursement costs incurred. Given that the Company contracts directly with the majority of the vendors and is liable for any overages, the Company is deemed a principal in this revenue transaction as they have control over the asset and transfer the asset themselves. As a result, this transaction is recorded gross rather than net. Fee income represents the Company’s margin on the staging of a live event, is negotiated with the client prior and fixed. Based on ASC 606, the Company’s progress in satisfying the performance obligation in a contract is difficult to determine so as a result the fee income is only recognized at the conclusion of a project. Only upon confirmation the Company has performed all its contractual obligations as per the contract does the Company record fee income. Contract Assets The Company does not have any contract assets such as work-in-process. All trade receivables on the Company’s consolidated balance sheet are from contracts with customers. Contract Costs Costs incurred to obtain a contract are capitalized unless short term in nature. As a practical expedient, costs to obtain a contract that are short term in nature are expensed as incurred. The Company does not have any contract costs capitalized as of December 31, 2021 and June 30, 2021. Contract Liabilities - Deferred Revenue The Company’s contract liabilities consist of advance customer payments and deferred revenue. Deferred revenue results from transactions in which the Company has been paid for products by customers, but for which all revenue recognition criteria have not yet been met. Once all revenue recognition criteria have been met, the deferred revenues are recognized.	The Company recognizes revenue in accordance with the Financial Accounting Standards Board’s (“FASB”), Accounting Standards Codification (“ASC”) ASC 606, Revenue from Contracts with Customers (“ASC 606”). Revenues are recognized when control is transferred to customers in amounts that reflect the consideration the Company expects to be entitled to receive in exchange for those goods. Revenue recognition is evaluated through the following five steps: (i) identification of the contract, or contracts, with a customer; (ii) identification of the performance obligations in the contract; (iii) determination of the transaction price; (iv) allocation of the transaction price to the performance obligations in the contract; and (v) recognition of revenue when or as a performance obligation is satisfied. The Company recognizes primarily four revenue streams and they are retainer fees, project fees, reimbursement income, and fee income. Retainer fees are non-refundable fixed amounts being received from a client often on a recurring basis and the performance obligation is the staff being available to provide consultation services. Consulting engagements do not incur a significant amount of direct costs however any costs are recognized as incurred. Consulting fees are recognized evenly throughout the term of the agreement. Project fees are associated with the delivery of services and/or goods to a client and the revenue includes both the anticipated costs to deliver the product as well as the Company’s margin. As per ASC 606-10-25-31, the Company recognizes project fees over time by measuring the progress toward complete satisfaction of a performance obligation by measuring its performance in transferring control of the services contractually delivered to a client by applying the input method. Revenue is recognized based on the extent of inputs expended toward satisfying a performance obligation and it was determined that the best judge of inputs is the costs consumed by a project in relation to its total anticipated costs. As part of the close process the Company compiles a preliminary percentage of completion (POC) for each project which is the ratio of incurred costs to date in relation to the anticipated costs from the production team’s approved budgets. The POC ratio is then applied to the contracted revenue and the pro-rated revenue is then recognized accordingly. Reimbursement income represents compensation relating to the out-of-pocket costs associated with a staging of a live event. As per 606-10-25-31, the Company recognizes reimbursement income over time by measuring the progress toward complete satisfaction of a performance obligation by measuring its performance in transferring control of the services contractually delivered to a client by applying the input method. The revenue is recognized based on the extent of inputs expended toward satisfying a performance obligation and it was determined that the best judge of input is the costs incurred to date in relation to the anticipated costs. As a result, unless an overage or saving is identified, the reimbursement income equates to the reimbursement costs incurred. Given that the Company contracts directly with the majority of the vendors and is liable for any overages, the Company is deemed a principal in this revenue transaction as they have control over the asset and transfer the asset themselves. As a result, this transaction is recorded gross rather than net. Fee income represents the Company’s margin on the staging of a live event, is negotiated with the client prior and fixed. Based on ASC 606, the Company’s progress in satisfying the performance obligation in a contract is difficult to determine so as a result the fee income is only recognized at the conclusion of a project. Only upon confirmation the Company has performed all its contractual obligations as per the contract does the Company record fee income. Contract Assets The Company does not have any contract assets such as work-in-process. All trade receivables on the Company’s consolidated balance sheet are from contracts with customers. Contract Costs Costs incurred to obtain a contract are capitalized unless short term in nature. As a practical expedient, costs to obtain a contract that are short term in nature are expensed as incurred. The Company does not have any contract costs capitalized as of June 30, 2021 and 2020. Contract Liabilities - Deferred Revenue The Company’s contract liabilities consist of advance customer payments and deferred revenue. Deferred revenue results from transactions in which the Company has been paid for products by customers, but for which all revenue recognition criteria have not yet been met. Once all revenue recognition criteria have been met, the deferred revenues are recognized.
ADVERTISING	The Company generally expenses marketing and advertising costs as incurred. During the three months ended December 31, 2021 and 2020, the Company incurred $42,000 and $0, respectively, on marketing, trade shows and advertising. The Company received rebates on advertising from co-operative advertising agreements with several vendors and suppliers. These rebates have been recorded as a reduction to the related advertising and marketing expense.	The Company generally expenses marketing and advertising costs as incurred. During the years ended June 30, 2021 and 2020, the Company incurred $0 and $12,000, respectively, on marketing, trade shows and advertising. The Company received rebates on advertising from co-operative advertising agreements with several vendors and suppliers. These rebates have been recorded as a reduction to the related advertising and marketing expense.
BENEFICIAL CONVERSION FEATURE		The Company accounts for convertible notes payable in accordance with the guidelines established by the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 470-20, Debt with Conversion and Other Options, Emerging Issues Task Force (“EITF”) 98-5, Accounting for Convertible Securities with Beneficial Conversion Features or Contingently Adjustable Conversion Ratios, and EITF 00-27, Application of Issue No 98-5 To Certain Convertible Instruments. The Beneficial Conversion Feature (“BCF”) of a convertible note is normally characterized as the convertible portion or feature of certain notes payable that provide a rate of conversion that is below market value or in-the-money when issued. The Company records a BCF related to the issuance of a convertible note when issued and also records the estimated fair value of any warrants issued with those convertible notes. Beneficial conversion features that are contingent upon the occurrence of a future event are recorded when the contingency is resolved. The BCF of a convertible note is measured by allocating a portion of the note’s proceeds to the warrants, if applicable, and as a reduction of the carrying amount of the convertible note equal to the intrinsic value of the conversion feature, both of which are credited to additional paid-in-capital. The value of the proceeds received from a convertible note is then allocated between the conversion features and warrants on an allocated fair value basis. The allocated fair value is recorded in the financial statements as a debt discount (premium) from the face amount of the note and such discount is amortized over the expected term of the convertible note (or to the conversion date of the note, if sooner) and is charged to interest expense using interest method.
DERIVATIVE LIABILITY	The Company analyzes all financial instruments with features of both liabilities and equity under ASC 480, “Distinguishing Liabilities from Equity” and ASC 815, “Derivatives and Hedging”. Derivative liabilities are adjusted to reflect their fair value at each period end with any increase or decrease in the fair value being recorded in results of operations. The fair value of derivative instruments such as convertible note payables are valued using the Black-Scholes option-pricing model based on various assumptions.	The Company analyzes all financial instruments with features of both liabilities and equity under ASC 480, “Distinguishing Liabilities from Equity” and ASC 815, “Derivatives and Hedging”. Derivative liabilities are adjusted to reflect their fair value at each period end with any increase or decrease in the fair value being recorded in results of operations. The fair value of derivative instruments such as convertible note payables are valued using the Black-Scholes option-pricing model based on various assumptions.
STOCK-BASED COMPENSATION	The Company recognizes stock-based compensation in accordance with ASC Topic 718 “Stock Compensation”, which requires the measurement and recognition of compensation expense for all share-based payment awards made to employees and directors including employee stock options and employee stock purchases related to an Employee Stock Purchase Plan based on the estimated fair values. For non-employee stock-based compensation, the Company has adopted ASC 2018-07,	The Company recognizes stock-based compensation in accordance with ASC Topic 718 “Stock Compensation”, which requires the measurement and recognition of compensation expense for all share-based payment awards made to employees and directors including employee stock options and employee stock purchases related to an Employee Stock Purchase Plan based on the estimated fair values. For non-employee stock-based compensation, the Company has adopted ASC 2018-07, Improvements to Nonemployee Share-Based Payment Accounting
FOREIGN CURRENCY TRANSLATION	The consolidated financial statements of the Company are presented in U.S. dollars. The functional currency for the Company is U.S. dollars for all entities other than Mission Media Limited whose operations are based in the United Kingdom and their functional currency is British Pound Sterling (GBP). Transactions in currencies other than the functional currencies are recorded using the appropriate exchange rate at the time of the transaction. All assets and liabilities are translated into U.S. Dollars at balance sheet date, shareholders’ equity is translated at historical rates and revenue and expense accounts are translated at the average exchange rate for the year or the reporting period. The translation adjustments are reported as a separate component of stockholders’ equity, captioned as accumulated other comprehensive (loss) income. Transaction gains and losses arising from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the statements of operations. The relevant translation rates are as follows: for the six months ended December 31, 2021 closing rate at 1.349800 US$: GBP, average rate at 1.362733 US$: GBP, for the six months ended December 31, 2020 closing rate at 1.369000 US$: GBP, average rate at 1.332433 US$: GBP.	The consolidated financial statements of the Company are presented in U.S. dollars. The functional currency for the Company is U.S. dollars for all entities other than Mission Media Limited whose operations are based in the United Kingdom and their functional currency is British Pound Sterling (GBP). Transactions in currencies other than the functional currencies are recorded using the appropriate exchange rate at the time of the transaction. All assets and liabilities are translated into U.S. Dollars at balance sheet date using closing rate, shareholders’ equity is translated at historical rates and revenue and expense accounts are translated at the average exchange rate for the year or the reporting period. The translation adjustments are reported as a separate component of stockholders’ equity, captioned as accumulated other comprehensive (loss) income. Transaction gains and losses arising from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the statements of operations. The relevant translation rates are as follows: for the year ended June 30, 2021 closing rate at 1.382800 US$: GBP, yearly average rate at 1.346692 US$: GBP, for the year ended June 30, 2020 closing rate at 1.238900 US$: GBP, yearly average rate at 1.262367 US$: GBP.
INCOME TAXES	The Company accounts for its income taxes in accordance with Income Taxes Topic of the FASB ASC 740, which requires recognition of deferred tax assets and liabilities for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date. Income tax expense is based on reported earnings before income taxes. Deferred income taxes reflect the impact of temporary differences between assets and liabilities recognized for consolidated financial reporting purposes and such amounts recognized for tax purposes and are measured by applying enacted tax rates in effect in years in which the differences are expected to reverse. The Company also follows the guidance related to accounting for income tax uncertainties. In accounting for uncertainty in income taxes, the Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more likely than not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the relevant tax authority. The Company has net operating losses for both their US and UK entities however a full valuation allowance was recorded due to uncertainties in realizing the deferred tax asset.	The Company accounts for its income taxes in accordance with Income Taxes Topic of the FASB ASC 740, which requires recognition of deferred tax assets and liabilities for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date. Income tax expense is based on reported earnings before income taxes. Deferred income taxes reflect the impact of temporary differences between assets and liabilities recognized for consolidated financial reporting purposes and such amounts recognized for tax purposes and are measured by applying enacted tax rates in effect in years in which the differences are expected to reverse. The Company also follows the guidance related to accounting for income tax uncertainties. In accounting for uncertainty in income taxes, the Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more likely than not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the relevant tax authority. The Company has net operating losses for both their US and UK entities however a full valuation allowance was recorded due to uncertainties in realizing the deferred tax asset (Note 13 – Income Taxes).
COMPREHENSIVE LOSS	Comprehensive loss is defined as a change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources and includes all changes in equity during a period except those resulting from investments by owners and distributions to owners. For the Company, comprehensive loss for the three and six months ended December 31, 2021 and 2020 included net loss and unrealized gains (losses) from foreign currency translation adjustments.	Comprehensive loss is defined as a change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources and includes all changes in equity during a period except those resulting from investments by owners and distributions to owners. For the Company, comprehensive loss for the years ending June 30, 2021 and 2020 included net loss and unrealized gains (losses) from foreign currency translation adjustments.
EARNINGS PER COMMON SHARE	Net income (loss) per common share is calculated in accordance with ASC Topic: 260 Earnings per Share. Basic income (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. The computation of diluted net loss per share does not include dilutive common stock equivalents in the weighted average shares outstanding as they would be anti-dilutive. In periods where the Company has a net loss, all dilutive securities are excluded. The following are dilutive common stock equivalents as the three and six months ending December 31, 2021 and 2020, which were not included in the calculation of loss per share, since the Company had a net loss from continuing operations and net loss: Three Months Ending December 31, 2021 2020 Convertible preferred stock 48,000 16,280,397 Stock options 2,866,319 2,583,697 Stock warrants 7,138,485 7,523,841 Total 10,052,804 26,387,935 Six Months Ending December 31, 2021 2020 Convertible preferred stock 48,000 16,280,397 Stock options 2,884,718 2,610,070 Stock warrants 7,193,391 7,118,741 Total 10,126,109 26,009,208	Net income (loss) per common share is calculated in accordance with ASC Topic: 260 Earnings per Share. Basic income (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. The computation of diluted net loss per share does not include dilutive common stock equivalents in the weighted average shares outstanding as they would be anti-dilutive. In periods where the Company has a net loss, all dilutive securities are excluded. The following are dilutive common stock equivalents as of June 30, which were not included in the calculation of loss per share, since the Company had a net loss from continuing operations and net loss: 2021 2020 Convertible preferred stock 48,000 12,294,001 Stock payables 588,354 1,664,000 Stock options 2,766,467 2,453,486 Stock warrants 7,248,702 6,901,474 Total 10,651,523 23,312,961 The following is a reconciliation of the number of shares used in the calculation of basic earnings per share and diluted earnings per share from discontinued operations for the year ended June 30, 2020: June 30, 2020 Net income from discontinued operations $ 6,319,000 Weighted average common shares outstanding 15,423,655 Incremental shares from the: Conversion of preferred stock Series A 48,000 Conversion of preferred stock Series B 594,048 Conversion of preferred stock Series C 12,148,653 Conversion of preferred stock Series D 5,214,411 Stock payable 1,664,000 assumed exercise of dilutive stock options 2,453,486 assumed exercise of dilutive stock warrants 6,901,474 Lock-Up Agreements - common stock equivalents (5,711,111 ) Dilutive potential common shares 38,736,616 Net earnings per share from discontinued operations: Basic $ 0.41 Diluted $ 0.16
STIMULUS FUNDING	In accordance with IAS-20, Accounting for Government Grants and Disclosure of Government Assistance, the proceeds from government grants are to be recognized as a deferred income liability and reported as income as the related costs are expensed. On December 31, 2021, the Company recorded deferred income liabilities of $0 within contract liabilities and $437,000 of stimulus loans. On June 30, 2021, the Company recorded deferred income liabilities of $270,000 within contract liabilities and $569,000 within stimulus loans. For the three months ending December 2021 and 2020, the Company recognized $0 and $1,704,000 in income from government grants, respectively. For the six months ending December 2021 and 2020, the Company recognized $262,000 and $1,704,000 in income from government grants, respectively. In the three and six months ending December 31, 2021, $8,000 of the stimulus funding was not forgiven and returned to the bank.	In accordance with IAS-20, Accounting for Government Grants and Disclosure of Government Assistance
RECENT ACCOUNTING PRONOUNCEMENTS	Accounting Pronouncements Not Yet Effective In August 2020, FASB issued ASU 2020-06, ”Debt—Debt with Conversion and Other and Derivatives and Hedging—Contracts in Entity’s Own Equity: Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” which simplifies the accounting for convertible instruments by removing the separation models for convertible debt with a cash conversion feature and convertible instruments with a beneficial conversion feature. As a result, a convertible debt instrument will be accounted for as a single liability measured at its amortized cost. These changes will reduce reported interest expense and increase reported net income for entities that have issued a convertible instrument that was bifurcated according to previously existing rules. Also, ASU 2020-06 requires the application of the if-converted method for calculating diluted earnings per share and the treasury stock method will be no longer available. The new guidance is effective for fiscal years beginning after December 15, 2021, with early adoption permitted no earlier than fiscal years beginning after December 15, 2020. The Company is currently evaluating the impact of ASU 2020-06 however it is not believed that it will have a material impact to the financials. In December 2019, the FASB issued amended guidance in the form of ASU No. 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes.” This ASU is intended to simplify various aspects related to accounting for income taxes by removing certain exceptions to the general principles in Topic 740 and clarifying certain aspects of the current guidance to promote consistency among reporting entities. ASU 2019-12 is effective for annual periods beginning after December 15, 2020 and interim periods within those annual periods, with early adoption permitted. An entity that elects early adoption must adopt all the amendments in the same period. Most amendments within this ASU are required to be applied on a prospective basis, while certain amendments must be applied on a retrospective or modified retrospective basis. The Company is in the initial stage of evaluating the impact of this new standard however it does not believe the guidance will have a material impact on its financial statements.	ACCOUNTING PRONOUNCEMENTS NOT YET EFFECTIVE In August 2020, FASB issued ASU 2020-06, “Debt—Debt with Conversion and Other and Derivatives and Hedging—Contracts in Entity’s Own Equity: Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” which simplifies the accounting for convertible instruments by removing the separation models for convertible debt with a cash conversion feature and convertible instruments with a beneficial conversion feature. As a result, a convertible debt instrument will be accounted for as a single liability measured at its amortized cost. These changes will reduce reported interest expense and increase reported net income for entities that have issued a convertible instrument that was bifurcated according to previously existing rules. Also, ASU 2020-06 requires the application of the if-converted method for calculating diluted earnings per share and the treasury stock method will be no longer available. The new guidance is effective for fiscal years beginning after December 15, 2021, with early adoption permitted no earlier than fiscal years beginning after December 15, 2020. The Company is currently evaluating the impact of ASU 2020-06 however it is not believed that it will have a material impact to the financials. In December 2019, the FASB issued amended guidance in the form of ASU No. 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes.” This ASU is intended to simplify various aspects related to accounting for income taxes by removing certain exceptions to the general principles in Topic 740 and clarifying certain aspects of the current guidance to promote consistency among reporting entities. ASU 2019-12 is effective for annual periods beginning after December 15, 2020 and interim periods within those annual periods, with early adoption permitted. An entity that elects early adoption must adopt all the amendments in the same period. Most amendments within this ASU are required to be applied on a prospective basis, while certain amendments must be applied on a retrospective or modified retrospective basis. The Company is in the initial stage of evaluating the impact of this new standard however it does not believe the guidance will have a material impact on its financial statements.

NATURE OF BUSINESS AND SUMMAR_3

NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Table)	6 Months Ended	12 Months Ended
	Dec. 31, 2021	Jun. 30, 2021
NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Schedule of basic and diluted earnings per share	Three Months Ending December 31, 2021 2020 Convertible preferred stock 48,000 16,280,397 Stock options 2,866,319 2,583,697 Stock warrants 7,138,485 7,523,841 Total 10,052,804 26,387,935 Six Months Ending December 31, 2021 2020 Convertible preferred stock 48,000 16,280,397 Stock options 2,884,718 2,610,070 Stock warrants 7,193,391 7,118,741 Total 10,126,109 26,009,208	2021 2020 Convertible preferred stock 48,000 12,294,001 Stock payables 588,354 1,664,000 Stock options 2,766,467 2,453,486 Stock warrants 7,248,702 6,901,474 Total 10,651,523 23,312,961 June 30, 2020 Net income from discontinued operations $ 6,319,000 Weighted average common shares outstanding 15,423,655 Incremental shares from the: Conversion of preferred stock Series A 48,000 Conversion of preferred stock Series B 594,048 Conversion of preferred stock Series C 12,148,653 Conversion of preferred stock Series D 5,214,411 Stock payable 1,664,000 assumed exercise of dilutive stock options 2,453,486 assumed exercise of dilutive stock warrants 6,901,474 Lock-Up Agreements - common stock equivalents (5,711,111 ) Dilutive potential common shares 38,736,616 Net earnings per share from discontinued operations: Basic $ 0.41 Diluted $ 0.16

PROPERTY AND EQUIPMENT (Tables)

PROPERTY AND EQUIPMENT (Tables)	6 Months Ended	12 Months Ended
	Dec. 31, 2021	Jun. 30, 2021
PROPERTY AND EQUIPMENT
Schedule of Property and equipment	December 31, 2021 June 30, 2021 Computer equipment $ 746,000 $ 697,000 Website design 6,000 6,000 Office machine & equipment 96,000 97,000 Furniture & fixtures 467,000 438,000 Leasehold improvements 138,000 135,000 Tenant incentives 145,000 145,000 1,598,000 1,518,000 Accumulated depreciation (1,224,000 ) (1,175,000 ) Net book value $ 374,000 $ 343,000	2021 2020 Computer equipment $ 697,000 $ 620,000 Website design 6,000 6,000 Office machine & equipment 97,000 89,000 Furniture & fixtures 438,000 429,000 Leasehold improvements 135,000 173,000 Tenant incentives 145,000 145,000 1,518,000 1,462,000 Accumulated depreciation (1,175,000 ) (1,118,000 ) Net book value $ 343,000 $ 344,000

INTANGIBLE ASSETS (Tables)

INTANGIBLE ASSETS (Tables)	6 Months Ended	12 Months Ended
	Dec. 31, 2021	Jun. 30, 2021
INTANGIBLE ASSETS
Schedule of intangible assets	December 31, 2021 June 30, 2021 Customer relationship $ 4,960,000 $ 4,960,000 Non-core customer relationships 760,000 760,000 Non-compete agreements 1,430,000 1,430,000 Technology 520,000 520,000 Tradename 470,000 470,000 Workforce acquired 2,125,000 2,125,000 10,265,000 10,265,000 Less: accumulated amortization (8,006,000 ) (7,662,000 ) Net book value $ 2,259,000 $ 2,603,000	2021 2020 Customer relationship $ 4,960,000 $ 8,510,000 Non-core customer relationships 760,000 760,000 Non-compete agreements 1,430,000 2,200,000 Technology 520,000 - Tradename 470,000 410,000 Workforce acquired 2,125,000 2,790,000 10,265,000 14,670,000 Less: accumulated impairment expense - (1,867,000 ) Less: accumulated amortization (7,662,000 ) (8,612,000 ) Net book value $ 2,603,000 $ 4,191,000
Schedule of Future amortization expense		Future amortization expense is as follow for the years ending June 30, 2022 $ 687,000 2023 687,000 2024 399,000 2025 377,000 2026 277,000 2027 176,000 $ 2,603,000

ACCOUNTS PAYABLE ACCRUED EXPE_2

ACCOUNTS PAYABLE ACCRUED EXPENSES (Tables)	6 Months Ended	12 Months Ended
	Dec. 31, 2021	Jun. 30, 2021
ACCOUNTS PAYABLE ACCRUED EXPENSES
Schedule of accounts payable	December 31, 2021 June 30, 2021 Accounts payable $ 1,668,000 $ 2,362,000 Accrued expenses 3,885,000 4,819,000 Accrued payroll 312,000 294,000 Accrued taxes 684,000 888,000 $ 6,549,000 $ 8,363,000	As of June 30, 2021 2020 Accounts payable $ 2,362,000 $ 3,281,000 Accrued expenses 4,819,000 4,047,000 Accrued payroll 294,000 482,000 Accrued taxes 888,000 327,000 $ 8,363,000 $ 8,137,000

LEASE LIABILITIES (Tables)

LEASE LIABILITIES (Tables)	6 Months Ended	12 Months Ended
	Dec. 31, 2021	Jun. 30, 2021
LEASES
Schedule of Future minimum lease payments	Troika Gower Troika LaBrea Corporate Englewood Mission US Brooklyn Mission US Manhattan Mission UK London Undiscounted Cash Flows Discount rate 5.50 % 5.50 % 5.50 % 5.50 % 5.50 % 5.50 % Remainder of 2022 $ 633,000 $ 883,000 $ 51,000 $ 719,000 $ 23,000 $ 245,000 $ 2,554,000 2023 558,000 - 103,000 497,000 - 635,000 1,793,000 2024 580,000 - 107,000 509,000 - 635,000 1,831,000 2025 346,000 - 110,000 522,000 - 635,000 1,613,000 2026 - - 113,000 535,000 - 528,000 1,176,000 2027 - - 9,000 455,000 - 464,000 Total undiscounted minimum future payments $ 2,117,000 $ 883,000 $ 493,000 $ 3,237,000 $ 23,000 $ 2,678,000 $ 9,431,000 Imputed interest (110,000 ) - (140,000 ) (381,000 ) - (350,000 ) (981,000 ) Total operating lease liabilities $ 2,007,000 $ 883,000 $ 353,000 $ 2,856,000 $ 23,000 $ 2,328,000 $ 8,450,000 Short-term lease liabilities $ 827,000 $ 883,000 $ 88,000 $ 844,000 $ 23,000 $ 444,000 $ 3,109,000 Long-term lease liabilities $ 1,180,000 $ - $ 265,000 $ 2,012,000 $ - $ 1,884,000 $ 5,341,000	Troika Gower Troika LaBrea Corporate Englewood Mission US Brooklyn Mission US Manhattan Mission UK Fitzroy Undiscounted Cash Flows Discount rate 5.50 % 5.50% 5.50% 5.50% 5.50% 5.50% 2022 $ 1,043,000 $ 883,000 $ 55,000 $ 460,000 $ 209,000 $ 496,000 $ 3,146,000 2023 558,000 - 19,000 497,000 - 650,000 1,724,000 2024 580,000 - - 509,000 - 650,000 1,739,000 2025 346,000 - - 522,000 - 650,000 1,518,000 2026 - - - 535,000 - 542,000 1,077,000 2027 - - - 455,000 - 455,000 Total undiscounted minimum future payments $ 2,527,000 $ 883,000 $ 74,000 $ 2,978,000 $ 209,000 $ 2,988,000 $ 9,659,000 Imputed interest (157,000 ) - - 130,000 (26,000 ) (427,000 ) (480,000 ) Total operating lease liabilities $ 2,370,000 $ 883,000 $ 74,000 $ 3,108,000 $ 183,000 $ 2,561,000 $ 9,179,000 Short-term lease liabilities $ 951,000 $ 883,000 $ 56,000 $ 908,000 $ 183,000 $ 363,000 $ 3,344,000 Long-term lease liabilities $ 1,419,000 $ - $ 18,000 $ 2,200,000 $ - $ 2,198,000 $ 5,835,000
Schedule of Operating Leases	December 31, 2021 Weighted average remaining lease term in years 3.9 years Weighted average discount rate 10.4 %	June 30, 2021 Weighted average remaining lease term in years 3.2 years Weighted average discount rate 5.0 %

NOTE PAYABLE RELATED PARTY (Tab

NOTE PAYABLE RELATED PARTY (Tables)	12 Months Ended
	Jun. 30, 2021
NOTE PAYABLE RELATED PARTY
Schedule of notes payable related party	As of June 30, 2021 2020 Short term portion Dan Pappalardo $ 200,000 $ 217,000 Estate of Sally Pappalardo - 235,000 $ 200,000 $ 452,000 Long term portion Tom Ochocki $ - $ 1,975,000 $ - $ 1,975,000

CONVERTIBLE NOTES PAYABLE (Tabl

CONVERTIBLE NOTES PAYABLE (Tables)	12 Months Ended
	Jun. 30, 2021
CONVERTIBLE NOTES PAYABLE
Schedule of Convertible note payable	Amount allocated to detachable warrants $ 25,000 Amount allocated to beneficial conversion feature 19,000 Amount allocated to convertible note 156,000 Par value of convertible note payable 200,000 Unamortization of debt discount - Balance of convertible note payable $ 200,000 Amount allocated to detachable warrants $ 22,000 Amount allocated to beneficial conversion feature 26,000 Amount allocated to convertible note 152,000 Par value of convertible note payable 200,000 Unamortization of debt discount - Balance of convertible note payable $ 200,000 Amount allocated to detachable warrants $ 437,000 Amount allocated to beneficial conversion feature 563,000 Amount allocated to convertible note - Par value of convertible note payable 1,000,000 Unamortization of discount - Balance of convertible note payable $ 1,000,000

LIABILITIES OF DISCONTINUED O_2

LIABILITIES OF DISCONTINUED OPERATIONS (Tables)	12 Months Ended
	Jun. 30, 2021
CONVERTIBLE NOTES PAYABLE
Schedule of Liabilities of discontinued operations	2021 2020 Roomlinx – Account payable and other accrued liabilities $ 107,000 $ 107,000

CONTRACT LIABILITIES (Table)

CONTRACT LIABILITIES (Table)	12 Months Ended
	Jun. 30, 2021
CONTRACT LIABILITIES
Schedule of the contract liabilities	Contract liabilities at June 30, 2020 $ 3,327,000 Contract liabilities recorded June 30, 2020 and recognized fiscal year 2021 (3,327,000 ) Contract liabilities relating to operations acquired in the fiscal year ending June 30, 2021 5,703,000 Contract liabilities relating to unused PPP funding 270,000 Contract liabilities at June 30, 2021 $ 5,973,000 Contract liabilities at June 30, 2019 $ 3,516,000 Contract liabilities recorded June 30, 2019 and recognized fiscal year 2020 (3,516,000 ) Contract liabilities relating to operations acquired in the fiscal year ending June 30, 2020 3,327,000 Contract liabilities relating to unused PPP funding 1,704,000 Contract liabilities at June 30, 2020 $ 5,031,000

INCOME TAXES (Tables)

INCOME TAXES (Tables)	12 Months Ended
	Jun. 30, 2021
INCOME TAXES (Tables)
Schedule of Net loss by geographic area	Years Ended June 30, 2021 2020 United States $ (14,868,000 ) $ (11,294,000 ) Foreign (1,129,000 ) (3,153,000 ) Total net loss $ (15,997,000 ) $ (14,447,000 )
Schedule of Income tax (benefit) expense	Current Deferred Total Federal $ 37,000 $ 152,000 $ 189,000 State 27,000 - 27,000 Foreign - - - Subtotal 64,000 152,000 216,000 Valuation allowance - - - Total $ 64,000 $ 152,000 $ 216,000 Current Deferred Total Federal $ - $ (3,269,000 ) $ (3,269,000 ) State - (466,000 ) (466,000 ) Foreign - (533,000 ) (533,000 ) Subtotal - (4,268,000 ) (4,268,000 ) Valuation allowance - 4,268,000 4,268,000 Total $ - $ - $ -
Schedule of Reconciliation of the estimated federal statutory income tax rate	June 30, 2021 June 30, 2020 Taxes calculated at federal rate 21.0 % 21.0 % Foreign taxes (0.1 )% (2.9 )% Debt settlement 2.6 % 9.2 % Stock compensation (1.2 )% (1.0 )% Change in valuation allowance (25.4 )% (12.7 )% State taxes net of federal benefit 1.9 % 0.6 % Revaluation of deferred - % - % Acquisition - domestic - % - % Acquisition - foreign - % - % Goodwill impairment - % (2.9 )% Other adjustments 1.7 % (11.4 )% Provision for income taxes 0.4 % (0.1 )%
Schedule of The tax effects of temporary differences	June 30, 2021 June 30, 2020 Deferred Tax Assets Net operating loss carryforwards $ 5,320,000 $ 3,798,000 Accounts receivable reserve 131,000 201,000 Contribution carryover 6,000 851,000 Section 163 (j) limitation 120,000 123,000 Stock based compensation 1,611,000 1,053,000 Accrued interest 89,000 127,000 Contract liabilities - - Deferred rent - 29,000 Net right-of-use assets 1,772,000 23,000 Other accruals - - Total Deferred Tax Assets 9,049,000 6,205,000 Deferred Tax Liabilities Fixed Assets (112,000 ) (101,000 ) Intangibles (513,000 ) (1,775,000 ) Deferred Revenue (179,000 ) (61,000 ) Total Deferred Tax Liabilities (804,000 ) (1,937,000 ) Net Deferred Tax Assets 8,245,000 4,268,000 Valuation Allowance (8,245,000 ) (4,268,000 ) Net deferred tax / (liabilities) $ - $ -

ACQUISITIONS (Table)

ACQUISITIONS (Table)	12 Months Ended
	Jun. 30, 2021
ACQUISITIONS
Schedule of Estimated Fair Value	Cash paid at Closing $ 1,210,000 Fair value of common stock to be issued 1,210,000 Payment of liabilities 166,000 Total purchase price $ 2,586,000
Schedule Of purchase price Allocation	Intangible assets: Technology 520,000 Tradename 60,000 $ 580,000 Goodwill 2,006,000 2,586,000 Consideration
Schedule Of UNAUDITED PRO FORMA OPERATING RESULTS	For the Year Ended June 30, For the Year Ended June 30, 2020 2021 Project Revenues $ 24,662,000 $ 16,217,000 Cost of revenues (11,636,000 ) (7,504,000 ) Gross profit 13,026,000 8,713,000 Operating expenses (25,143,000 ) (25,419,000 ) EBITDA (12,117,000 ) (16,706,000 ) Other income and (expenses) (2,362,000 ) 695,000 Net loss $ (14,479,000 ) $ (16,010,000 ) Basic loss per share $ (0.94 ) $ (1.03 )
Schedule Of Intangible Assets	Intangible Asset Life in Technology 5 Tradename 3

LEASES (Tables)

LEASES (Tables)	6 Months Ended	12 Months Ended
	Dec. 31, 2021	Jun. 30, 2021
LEASES
Schedule of Future minimum lease payments	Troika Gower Troika LaBrea Corporate Englewood Mission US Brooklyn Mission US Manhattan Mission UK London Undiscounted Cash Flows Discount rate 5.50 % 5.50 % 5.50 % 5.50 % 5.50 % 5.50 % Remainder of 2022 $ 633,000 $ 883,000 $ 51,000 $ 719,000 $ 23,000 $ 245,000 $ 2,554,000 2023 558,000 - 103,000 497,000 - 635,000 1,793,000 2024 580,000 - 107,000 509,000 - 635,000 1,831,000 2025 346,000 - 110,000 522,000 - 635,000 1,613,000 2026 - - 113,000 535,000 - 528,000 1,176,000 2027 - - 9,000 455,000 - 464,000 Total undiscounted minimum future payments $ 2,117,000 $ 883,000 $ 493,000 $ 3,237,000 $ 23,000 $ 2,678,000 $ 9,431,000 Imputed interest (110,000 ) - (140,000 ) (381,000 ) - (350,000 ) (981,000 ) Total operating lease liabilities $ 2,007,000 $ 883,000 $ 353,000 $ 2,856,000 $ 23,000 $ 2,328,000 $ 8,450,000 Short-term lease liabilities $ 827,000 $ 883,000 $ 88,000 $ 844,000 $ 23,000 $ 444,000 $ 3,109,000 Long-term lease liabilities $ 1,180,000 $ - $ 265,000 $ 2,012,000 $ - $ 1,884,000 $ 5,341,000	Troika Gower Troika LaBrea Corporate Englewood Mission US Brooklyn Mission US Manhattan Mission UK Fitzroy Undiscounted Cash Flows Discount rate 5.50 % 5.50% 5.50% 5.50% 5.50% 5.50% 2022 $ 1,043,000 $ 883,000 $ 55,000 $ 460,000 $ 209,000 $ 496,000 $ 3,146,000 2023 558,000 - 19,000 497,000 - 650,000 1,724,000 2024 580,000 - - 509,000 - 650,000 1,739,000 2025 346,000 - - 522,000 - 650,000 1,518,000 2026 - - - 535,000 - 542,000 1,077,000 2027 - - - 455,000 - 455,000 Total undiscounted minimum future payments $ 2,527,000 $ 883,000 $ 74,000 $ 2,978,000 $ 209,000 $ 2,988,000 $ 9,659,000 Imputed interest (157,000 ) - - 130,000 (26,000 ) (427,000 ) (480,000 ) Total operating lease liabilities $ 2,370,000 $ 883,000 $ 74,000 $ 3,108,000 $ 183,000 $ 2,561,000 $ 9,179,000 Short-term lease liabilities $ 951,000 $ 883,000 $ 56,000 $ 908,000 $ 183,000 $ 363,000 $ 3,344,000 Long-term lease liabilities $ 1,419,000 $ - $ 18,000 $ 2,200,000 $ - $ 2,198,000 $ 5,835,000
Schedule of Operating Leases	December 31, 2021 Weighted average remaining lease term in years 3.9 years Weighted average discount rate 10.4 %	June 30, 2021 Weighted average remaining lease term in years 3.2 years Weighted average discount rate 5.0 %
Schedule of rental income		2021 2020 Troika Design $ - $ 186,000 Mission US 289,000 292,000 Mission UK 163,000 213,000 $ 452,000 $ 691,000

STOCKHOLDERS EQUITY (Tables)

STOCKHOLDERS EQUITY (Tables)	6 Months Ended	12 Months Ended
	Dec. 31, 2021	Jun. 30, 2021
STOCKHOLDERS EQUITY
Schedule of Deferred compensation	Amount Unvested Shares Deferred compensation balance recorded at acquisition date $ 9,680,000 3,623,433 Vested portion of deferred compensation in fiscal year 2021 (362,000 ) (135,425 ) Unamortized deferred compensation at June 30, 2021 9,318,000 3,488,008 Vested portion of deferred compensation in six months ending December 31, 2021 (1,610,000 ) (602,804 ) Unamortized deferred compensation at December 31, 2021 $ 7,708,000 2,885,204	Deferred compensation balance recorded at acquisition date $ 9,680,000 Vested portion of deferred compensation recorded in fiscal year 2021 (362,000 ) Unamortized deferred compensation balance at June 30, 2021 $ 9,318,000
Schedule of the warrants granted	2021 2020 Volatility - range 64.0 % 63.5% - 64.4 % Risk-free rate 0.9 % 0.2% - 0.3 % Contractual term 5.0 years 4.0 - 5.0 years Exercise price $ 1.24 $0.75 - $3.00	2021 2020 Volatility - range 63.5% - 65.8% 56.4% - 74.1% Risk-free rate 0.2% - 0.9% 0.3% - 1.8% Contractual term 4.0 - 5.0 years 4.0 - 5.0 years Exercise price $0.75 - $3.75 $0.75 - $3.75
Schedule of Range of exercise prices and weighted average	Number of Warrants Weighted-Average Exercise Price Weighted-Average Grant-Date Fair Value Aggregate Intrinsic Value of Outstanding Warrant Shares Weighted-Average Remaining Contractual Term (in years) Outstanding July 1, 2021 8,296,408 1.05 1.90 12,158,467 2.2 Granted 150,000 1.24 0.66 - - Exercised - - - - - Expired/Forfeited (185,185 ) 5.00 12.00 - - Outstanding December 31, 2021 8,261,223 0.98 1.63 2,944,984 1.7 Vested and exercisable June 30, 2021 7,055,736 0.88 1.50 2,667,549 1.9 Non-vested December 31, 2021 1,205,486 1.51 2.42 277,435 0.8	Outstanding Warrant Shares Exercisable Warrant Shares Exercise price range Number of Warrant Shares Weighted average remaining contractual life Number of Warrant Shares Weighted average remaining contractual life $ 0.75 4,106,667 2.2 years 4,082,667 2.2 years $ 2.84 20,000 4.8 years 4,444 4.8 years $ 3.75 4,051,223 2.1 years 3,043,073 2.4 years $ 5.10 33,333 0.1 years 33,333 0.1 years $ 27.00 85,185 0.1 years 85,185 0.1 years 8,296,408 2.2 years 7,248,702 2.3 years
Schedule of the Warrants granted, exercised, forfeited and expired	Number of Warrant Shares Weighted-Average Exercise Price Weighted-Average Grant-Date Fair Value Aggregate Intrinsic Value of Outstanding Warrant Shares Weighted-Average Remaining Contractual Term (in years) Outstanding July 1, 2020 7,858,741 $ 1.52 $ 1.92 $ 9,234,295 3.0 Granted 590,000 0.75 3.15 1,967,500 4.3 Exercised - - - - - Expired/Forfeited (88,888 ) - - - - Outstanding December 31, 2020 8,359,851 1.24 1.87 11,037,350 2.8 Vested and exercisable December 31, 2020 7,241,518 1.22 1.69 8,367,683 2.6 Non-vested December 31, 2020 1,118,333 $ 1.39 $ 2.97 $ 2,669,667 3.7 Number of Options Weighted-Average Exercise Price Weighted-Average Grant-Date Fair Value Aggregate Intrinsic Value of Outstanding Option Shares Weighted-Average Remaining Contractual Term (in years) Outstanding July 1, 2021 3,088,333 $ 1.13 $ 1.06 1,829,999 0.4 Granted 720,169 3.46 1.49 - 2.8 Exercised - - - - - Expired/Forfeited - - - - - Outstanding December 31, 2021 3,808,502 1.39 1.13 1,044,134 0.8 Vested and exercisable December 31, 2021 2,912,778 0.92 1.11 1,009,056 0.2 Non vested December 31, 2021 895,724 $ 2.91 $ 1.39 $ 35,078 2.8 Number of Option Shares Weighted-Average Exercise Price Weighted-Average Grant-Date Fair Value Aggregate Intrinsic Value of Outstanding Option Shares Weighted-Average Remaining Contractual Term (in years) Outstanding July 1, 2020 3,377,222 $ 1.10 $ 1.06 $ 2,030,000 0.7 Granted 76,667 3.75 1.61 - 2.8 Exercised - - - - - Forfeited - - - - - Expired (143,333 ) - - - - Outstanding December 31, 2020 3,310,556 1.10 1.01 1,830,000 0.5 Vested and exercisable December 31, 2020 2,714,893 0.80 0.89 1,351,901 0.3 Non-vested December 31, 2020 595,663 $ 2.49 $ 1.82 $ 478,099 1.6	Number of Warrants Weighted-Average Exercise Price Weighted-Average Grant-Date Fair Value Aggregate Intrinsic Value of Outstanding Warrant Shares Weighted-Average Remaining Contractual Term (in years) Outstanding July 1, 2019 6,275,593 $ 1.66 $ 1.73 $ 5,509,850 3.8 Granted 1,613,148 1.44 2.87 3,724,445 4.0 Exercised - 0.00 - - - Forfeited - - - - - Expired (30,000 ) 27.00 13.20 598,750 - Outstanding June 30, 2020 7,858,741 $ 1.52 $ 1.92 $ 9,234,295 3.0 Granted 1,439,556 1.00 3.00 3,938,467 0.8 Exercised (166,667 ) 0.75 - - - Forfeited - - - - - Expired (835,222 ) 5.48 4.17 (1,014,295 ) - Outstanding June 30, 2021 8,296,408 $ 1.05 $ 1.90 $ 12,158,467 2.2 Vested and exercisable June 30, 2021 7,248,702 1.00 1.78 9,897,951 2.3 Non-vested June 30, 2021 1,047,706 $ 1.36 $ 2.75 $ 2,260,515 1.3
Schedule of fair value of the options	2021 2020 Volatility - range 64.2%–64.9 % 64.8 % Risk-free rate 0.9–1.2% % 0.3 % Contractual term 3.0 years 3.0 years Exercise price $ 1.49 - $3.75 $ 3.75	Outstanding Options Shares Exercisable Option Shares Exercise price range Number of Option Shares Weighted average remaining contractual life Number of Option Shares Weighted average remaining contractual life $ 0.75 2,546,667 0.2 years 2,473,689 0.2 years $ 1.50 200,000 0.3 years 200,000 0.3 years $ 3.75 341,666 1.7 years 92,778 1.6 years 3,088,333 0.4 years 2,766,467 0.3 years
Schedule of range of exercise prices and weighted average remaining contractual life for outstanding and exercisable options	Outstanding Warrant Shares Exercisable Warrant Shares Exercise price range Number of Warrant Shares Weighted average remaining contractual life Number of Warrant Shares Weighted average remaining contractual life $ 0.75 7,182,889 1.7 years 6,424,070 2.0 years $ 1.24 150,000 - - - $ 1.50 400,000 2.4 years 400,000 2.7 years $ 1.95 26,667 - - - $ 3.75 435,000 2.5 years 165,000 5.7 years $ 3.00 66,667 3.2 years 66,667 3.4 years 8,261,223 1.7 years 7,055,736 1.9 years Outstanding Warrant Shares Exercisable Warrant Shares Exercise price range Number of Warrant Shares Weighted average remaining contractual life Number of Warrant Shares Weighted average remaining contractual life $ 0.75 7,188,333 2.8 years 6,341,667 2.7 years $ 1.50 400,000 3.4 years 266,667 3.5 years $ 1.95 26,666 4.8 years - - $ 2.25 6,666 4.8 years - - $ 3.00 76,667 0.6 years 3,333 4.6 years $ 3.75 368,333 3.9 years 230,000 4.0 years $ 6.00 381,333 0.2 years 381,333 0.2 years $ 27.00 18,518 0.6 years 18,518 0.6 years 8,359,851 2.8 years 7,241,518 2.6 years Outstanding Option Shares Exercisable Option Shares Exercise price range Number of Option Shares Weighted average remaining contractual life Number of Option Shares Weighted average remaining contractual life $ 0.75 2,546,667 0.2 2,594,444 0.1 $ 1.49 10,000 2.9 - - $ 1.50 200,000 - 200,000 - $ 2.08 258,334 2.4 - - $ 2.61 383,500 3.5 - - $ 2.84 1,667 3.5 - - $ 3.75 408,334 1.5 118,333 1.2 3,808,502 0.8 2,912,778 0.2 Outstanding Option Shares Exercisable Option Shares Exercise price range Number of Option Shares Weighted average remaining contractual life Number of Option Shares Weighted average remaining contractual life $ 0.75 2,768,889 0.3 2,543,782 0.2 $ 1.50 200,000 0.8 166,667 0.7 $ 3.75 341,667 2.2 4,444 1.3 3,310,556 0.5 2,714,893 0.3	Number of Options Weighted-Average Exercise Price Weighted-Average Grant-Date Fair Value Aggregate Intrinsic Value of Outstanding Option Shares Weighted-Average Remaining Contractual Term (in years) Outstanding July 1, 2019 3,512,500 $ 0.90 $ 0.75 $ 1,908,750 1.1 Granted 568,333 2.48 1.98 720,000 - Exercised - - - - - Forfeited - - - - - Cancelled (703,611 ) 0.97 1.16 - - Outstanding June 30, 2020 3,377,222 1.10 1.06 2,030,000 0.7 Granted - - - - - Exercised (222,222 ) 0.75 - - - Forfeited - - - - - Cancelled (66,667 ) 0.75 3.12 (200,001 ) - Outstanding June 30, 2021 3,088,333 1.13 1.06 1,829,999 0.4 Vested and exercisable June 30, 2021 2,766,467 0.90 1.02 1,611,068 0.3 Non vested June 30, 2021 321,866 $ 3.07 $ 1.97 $ 218,931 1.5
Schedule of Anticipated vesting schedule		Fiscal Year Amount 2022 $ 3,221,000 2023 3,221,000 2024 2,876,000 $ 9,318,000
Schedule of options granted to employee		2020 Volatility - range 56.4% - 69.0% Risk-free rate 0.9 - 1.7% Contractual term 3.0 years Exercise price $0.75 - $3.75

DISAGGREGATION OF REVENUE LON_2

DISAGGREGATION OF REVENUE LONG-LIVED ASSETS (Tables)	6 Months Ended	12 Months Ended
	Dec. 31, 2021	Jun. 30, 2021
DISAGGREGATION OF REVENUE LONG-LIVED ASSETS (Tables)
Schedule of disaggregation of gross revenue	Three Months Ended December 31, Six Months Ended December 31, 2021 2020 2021 2020 Project fees $ 3,129,000 $ 1,488,000 $ 8,001,000 $ 3,641,000 Retainer fees 450,000 523,000 911,000 1,088,000 Fee income 1,317,000 1,030,000 2,593,000 1,759,000 Reimbursement income 2,079,000 1,410,000 3,815,000 2,095,000 Other revenue 19,000 - 23,000 - $ 6,994,000 $ 4,451,000 $ 15,343,000 $ 8,583,000	Years Ended June 30, 2021 2020 Project fees $ 6,418,000 $ 6,816,000 Retainer fees 2,140,000 3,194,000 Fee income 3,581,000 5,420,000 Reimbursement income 4,029,000 9,177,000 Other revenue 24,000 6,000 $ 16,192,000 $ 24,613,000
Schedule of disaggregation of gross revenue between the United States and the United Kingdom	Three Months Ended December 31, Six Months Ended December 31, 2021 2020 2021 2020 Gross Revenue: United States $ 4,439,000 $ 2,328,000 $ 10,518,000 $ 5,631,000 United Kingdom 2,555,000 2,123,000 4,825,000 2,952,000 Total gross revenue $ 6,994,000 $ 4,451,000 $ 15,343,000 $ 8,583,000	Years Ended June 30, 2021 2020 Gross Revenue: United States $ 10,270,000 $ 15,954,000 United Kingdom 5,922,000 8,659,000 Total gross revenue $ 16,192,000 $ 24,613,000
Schedule of disaggregation of gross profit between the United States and the United Kingdom	Three Months Ended December 31, Six Months Ended December 31, 2021 2020 2021 2020 Gross Profit: United States $ 1,939,000 $ 1,389,000 $ 4,382,000 $ 2,692,000 United Kingdom 1,472,000 923,000 2,541,000 1,472,000 Total gross profit $ 3,411,000 $ 2,312,000 $ 6,923,000 $ 4,164,000	Years Ended June 30, 2021 2020 Gross profit: United States $ 5,253,000 $ 8,084,000 United Kingdom 3,435,000 4,893,000 Total gross profit $ 8,688,000 $ 12,977,000
Schedule of Net loss	Three Months Ended December 31, Six Months Ended December 31, 2021 2020 2021 2020 Net Gain/(Loss): United States $ (4,174,000 ) $ (720,000 ) $ (5,961,000 ) $ (3,959,000 ) United Kingdom 64,000 97,000 (288,000 ) (585,000 ) Total net loss $ (4,110,000 ) $ (623,000 ) $ (6,249,000 ) $ (4,544,000 )	Years Ended June 30, 2021 2020 Net loss: United States $ (14,868,000 ) $ (11,294,000 ) United Kingdom (1,129,000 ) (3,153,000 ) Total net loss $ (15,997,000 ) $ (14,447,000 )
Schedule of the disaggregation of fixed assets	United States United Kingdom Total Computer equipment $ 499,000 $ 247,000 $ 746,000 Website design 6,000 - 6,000 Office machine & equipment 52,000 44,000 96,000 Furniture & fixtures 383,000 84,000 467,000 Leasehold improvements 138,000 - 138,000 145,000 - 145,000 1,223,000 375,000 1,598,000 Accumulated depreciation (911,000 ) (313,000 ) (1,224,000 ) Net book value $ 312,000 $ 62,000 $ 374,000 United States United Kingdom Total Computer equipment $ 468,000 $ 229,000 $ 697,000 Website design 6,000 - 6,000 Office machine & equipment 51,000 46,000 97,000 Furniture & fixtures 352,000 86,000 438,000 Leasehold improvements 135,000 - 135,000 Tenant incentives 145,000 - 145,000 1,157,000 361,000 1,518,000 Accumulated depreciation (867,000 ) (308,000 ) (1,175,000 ) Net book value $ 290,000 $ 53,000 $ 343,000	United States United Kingdom Total Computer equipment $ 468,000 $ 229,000 $ 697,000 Website design 6,000 - 6,000 Office machine & equipment 51,000 46,000 97,000 Furniture & fixtures 352,000 86,000 438,000 Leasehold improvements 135,000 - 135,000 Tenant incentives 145,000 - 145,000 1,157,000 361,000 1,518,000 Accumulated depreciation (867,000 ) (308,000 ) (1,175,000 ) Net book value $ 290,000 $ 53,000 $ 343,000 United States United Kingdom Total Computer equipment $ 460,000 $ 160,000 $ 620,000 Website design 6,000 - 6,000 Office machine & equipment 53,000 36,000 89,000 Furniture & fixtures 350,000 79,000 429,000 Leasehold improvements 54,000 119,000 173,000 Tenant incentives 145,000 - 145,000 1,068,000 394,000 1,462,000 Accumulated depreciation (770,000 ) (348,000 ) (1,118,000 ) Net book value $ 298,000 $ 46,000 $ 344,000
Schedule of Intangible assets and goodwill	Intangibles US UK Total Customer relationship $ 4,960,000 $ - $ 4,960,000 Non-core customer relationships 760,000 - 760,000 Non-compete agreements 1,430,000 - 1,430,000 Technology 520,000 - 520,000 Tradename 470,000 - 470,000 Workforce acquired 2,125,000 - 2,125,000 10,265,000 - 10,265,000 Less: accumulated amortization (8,006,000 ) - (8,006,000 ) Net book value $ 2,259,000 $ - $ 2,259,000 Intangibles US UK Total Customer relationship $ 4,960,000 $ - $ 4,960,000 Non-core customer relationships 760,000 - 760,000 Non-compete agreements 1,430,000 - 1,430,000 Technology 520,000 - 520,000 Tradename 470,000 - 470,000 Workforce acquired 2,125,000 - 2,125,000 10,265,000 - 10,265,000 Less: accumulated amortization (7,662,000 ) - (7,662,000 ) Net book value $ 2,603,000 $ - $ 2,603,000	Intangibles US UK Total Customer relationship $ 4,960,000 $ - $ 4,960,000 Non-core customer relationships 760,000 - 760,000 Non-compete agreements 1,430,000 - 1,430,000 Technology 520,000 - 520,000 Tradename 470,000 - 470,000 Workforce acquired 2,125,000 - 2,125,000 10,265,000 - 10,265,000 Less: accumulated amortization (7,662,000 ) - (7,662,000 ) Net book value $ 2,603,000 $ - $ 2,603,000 Goodwill $ 11,837,000 $ 7,531,000 $ 19,368,000 Intangibles United States United Kingdom Total Customer relationship $ 4,960,000 $ 3,550,000 $ 8,510,000 Non-core customer relationships 760,000 - 760,000 Non-compete agreements 1,430,000 770,000 2,200,000 Tradename 410,000 - 410,000 Workforce acquired 2,125,000 665,000 2,790,000 9,685,000 4,985,000 14,670,000 Less: impairment - (1,867,000 ) (1,867,000 ) Less: accumulated amortization (5,494,000 ) (3,118,000 ) (8,612,000 ) Net book value $ 4,191,000 $ - $ 4,191,000 Goodwill $ 9,831,000 $ 7,531,000 $ 17,362,000

NATURE OF BUSINESS AND SUMMAR_4

NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - shares	3 Months Ended		6 Months Ended		12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2021	Dec. 31, 2020	Jun. 30, 2021	Jun. 30, 2020
NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details)
Convertible preferred stock	48,000	16,280,397	48,000	16,280,397	48,000	12,294,001
Stock payable					588,354	1,664,000
Stock options	2,866,319	2,583,697	2,884,718	2,610,070	2,766,467	2,453,486
Stock warrants	7,138,485	7,523,841	7,193,391	7,118,741	7,248,702	6,901,474
Total	10,052,804	26,387,935	10,126,109	26,009,208	10,651,523	23,312,961

NATURE OF BUSINESS AND SUMMAR_5

NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1) - USD ($)	12 Months Ended
	Jun. 30, 2021	Jun. 30, 2020
NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details)
Net income from discontinued operations		$ 6,319,000
Weighted average common shares outstanding	15,544,032	38,736,615
Incremental shares from the:
Conversion of preferred stock Series A		48,000
Conversion of preferred stock Series B		594,048
Conversion of preferred stock Series C		12,148,653
Conversion of preferred stock Series D		5,214,411
Stock payables	588,354	1,664,000
assumed exercise of dilutive stock options		2,453,486
assumed exercise of dilutive stock warrants		6,901,474
Lock-Up Agreements - common stock equivalents		(5,711,111)
Dilutive potential common shares		38,736,616
Net earnings per share from discontinued operations:
Basic		$ 0.41
Diluted		$ 0.16

NATURE OF BUSINESS AND SUMMAR_6

NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	Aug. 14, 2020	Jul. 14, 2017	Apr. 19, 2021	Feb. 28, 2021	Apr. 30, 2020	Dec. 31, 2021	Sep. 30, 2021	Dec. 31, 2020	Dec. 31, 2021	Dec. 31, 2020	Jun. 30, 2021	Jun. 30, 2020	May 21, 2021
Change in contract liabilities										$ 1,866,000
Stimulus loan									$ 437,000		$ 569,000
Stimulus funding not forgiven and returned						$ 8,000			8,000
Operating lease liability									(201,000)	586,000	(919,000)	$ (1,382,000)
Income from government grants						0		$ (1,704,000)	(262,000)	(1,704,000)	(3,140,000)	0
Change in contract liabilities regarding revenue										3,570,000
Cash and cash equivalents						6,000,000			6,000,000		12,100,000
Deferred income liability						0			0		270,000
Net losses						4,100,000					16,000,000
Increased accumulated deficit amount due to net loss						193,100,000			193,100,000		186,900,000	170,900,000
Current cash on hand						5,982,000			5,982,000		9,628,000
Amortization of right of use assets										$ 524,000
Total current assets						7,500,000			7,500,000		14,100,000
Total current liabilities						15,800,000			15,800,000		18,100,000
Cash and cash equivalents						5,982,000			5,982,000		12,066,000	1,706,000	$ 1,200,000
Total liabilities											477,000	0	166,000
Total common stock													$ 1,200,000
Total current liabilities						15,769,000			15,769,000		18,068,000	17,310,000
Uninsured cash						5,332,000			$ 5,332,000		10,125,000	$ 822,000
Proceeds from initial public offering			$ 24,000,000								$ 20,700,000
Closing rate US$: GBP									$ 1.349800	$ 1.369000	$ 1.382800	$ 1.238900
Initial public offering shares of common stock			5,783,333
Warrants to purchase for public offering			5,783,333
Initial offering purchase price per share			$ 4.15
Revenue, net											$ 24,600,000	$ 16,200,000
Average rate US$: GBP									$ 1.362733	$ 1.332433	$ 1.346692	$ 1.262367
EBITDA combined entity amount											$ 2,300,000
Impairment intangible assets						0		0	$ 0	$ 0	0	$ 1,867,000
Goodwill impairment expense										0	0	598,000
Marketing and advertising cost									42,000	0	0	12,000
Cash on hand											5,982,000
Allowance for doubtful accounts						454,000			454,000		521,000	781,000
Additional loan									500,000
Accumulated deficit						(193,138,000)			(193,138,000)		(186,889,000)	(170,892,000)
Reduction in revenue											8,400,000
Net cash used in operating activities									(5,978,000)	(1,393,000)	(6,838,000)	$ (2,333,000)
Net loss						(4,110,000)	$ (2,139,000)	(623,000)		(3,921,000)	$ 16,000,000
Major Customer [Member]
Net receivable											44.20%	35.60%
Customer risk percentage											42.40%	45.10%
Merger Agreement [Member]
Purchase price in cash		$ 5,000,000
Acquisition price in shares		2,046,667
Payroll Protection Program[Member]
Proceeds from SBA loan	$ 500,000			$ 1,700,000	$ 1,700,000				1,700,000		$ 1,704,000
Total savings									112,000
Payroll descriptions					In the United Kingdom, as of April 1, 2020, Mission furloughed twenty-seven employees, saving £78,000 in April payroll, being made up of £55,000 of furlough monies from the government and £16,000 in associated payroll savings and applied for a 3-month rent holiday. In May 1, 2020, Mission put on furlough an additional 5 employees bringing the total to 32, alongside a 10% pay cut for all employees not furloughed, saving £111,000 in May payroll, being made up of £62,000 of furlough monies from the government, £33,000 of associated payroll savings and £16,000 in savings related to the pay cut. On April 1, 2020, Troika Design Group actioned a 15% salary reduction across the majority of the Los Angeles staff and furloughed one office manager for a total savings of $112,000 per month. Finally, certain members of the Company’s executive team deferred compensation temporarily. In August 2020, the Company received £50,000 in loans related to the COVID pandemic with an interest rate of 2.5% to be paid over five years beginning one year after receipt.
Contract liabilties											1,704,000	$ 1,704,000
STIMULUS FUNDING [Member]
Income from government grants						0		$ (1,704,000)	(262,000)	$ (1,704,000)
Deferred income liability						0			0		270,000	0
Deferred income liabilities, stimulus fund						$ 437,000			$ 437,000		569,000	1,704,000
Stimulus fund											8,000
Gain on PPP loan forgivness											$ 3,140,000	$ 0

PROPERTY AND EQUIPMENT (Details

PROPERTY AND EQUIPMENT (Details) - USD ($)	Dec. 31, 2021	Jun. 30, 2021	Jun. 30, 2020
Property plant and equipment	$ 1,598,000	$ 1,518,000	$ 1,462,000
Accumulated depreciation	(1,224,000)	(1,175,000)	(1,118,000)
Net book value	374,000	343,000	344,000
Website Design [Member]
Property plant and equipment	6,000	6,000	6,000
Tenant Incentives [Member]
Property plant and equipment	145,000	145,000	145,000
Computer Equipment [Member]
Property plant and equipment	746,000	697,000	620,000
Office Machine & Equipment [Member]
Property plant and equipment	96,000	97,000	89,000
Furniture & Fixtures [Member]
Property plant and equipment	467,000	438,000	429,000
Leasehold Improvements [Member]
Property plant and equipment	$ 138,000	$ 135,000	$ 173,000

PROPERTY AND EQUIPMENT (Detai_2

PROPERTY AND EQUIPMENT (Details Narrative) - USD ($)	1 Months Ended		3 Months Ended		6 Months Ended		12 Months Ended
	Apr. 30, 2021	Jan. 31, 2020	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2021	Dec. 31, 2020	Jun. 30, 2021	Jun. 30, 2020
PROPERTY AND EQUIPMENT
Depereciation expense			$ 28,000	$ 30,000	$ 58,000	$ 61,000	$ 131,000	$ 344,000
Leasehold improvment value	$ 33,000	$ 192,000
Gain on operating lease	$ 36,000	$ 356,000

INTANGIBLE ASSETS (Details)

INTANGIBLE ASSETS (Details) - USD ($)	12 Months Ended
	Jun. 30, 2020	Dec. 31, 2021	Jun. 30, 2021
Less : accumulated Impairment expense	$ (1,867,000)
Intangible assets, net	4,191,000	$ 2,259,000	$ 2,603,000
Accumulated amortization	(8,612,000)	(8,006,000)	(7,662,000)
United States [Member]
Accumulated amortization	(5,494,000)	(8,006,000)	(7,662,000)
Intangible assets, Gross	9,685,000
Customer Relationship [Member]
Intangible assets, Gross	8,510,000	4,960,000	4,960,000
Customer Relationship [Member] | United States [Member]
Intangible assets, Gross	4,960,000	4,960,000	4,960,000
Technology [Member]
Intangible assets, Gross	0	520,000	520,000
Technology [Member] | United States [Member]
Intangible assets, Gross		520,000	520,000
Workforce Acquired [Member]
Intangible assets, Gross	2,790,000	2,125,000	2,125,000
Non-Core Customer Relationships [Member]
Intangible assets, Gross	760,000	760,000	760,000
Non-Compete Agreements [Member]
Intangible assets, Gross	2,200,000	1,430,000	1,430,000
Non-Compete Agreements [Member] | United States [Member]
Intangible assets, Gross	1,430,000	1,430,000	1,430,000
Tradename [Member]
Intangible assets, Gross	410,000	470,000	470,000
Tradename [Member] | United States [Member]
Intangible assets, Gross	410,000	470,000	470,000
Total [Member]
Intangible assets, net	$ 14,670,000	$ 10,265,000	$ 10,265,000

INTANGIBLE ASSETS (Details 1)

INTANGIBLE ASSETS (Details 1) - USD ($)	Dec. 31, 2021	Jun. 30, 2021	Jun. 30, 2020
INTANGIBLE ASSETS
2022		$ 687,000
2023		687,000
2024		399,000
2025		377,000
2026		277,000
2027		176,000
Future amortization expense	$ 2,259,000	$ 2,603,000	$ 4,191,000

INTANGIBLE ASSETS (Details Narr

INTANGIBLE ASSETS (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended		12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2021	Dec. 31, 2020	Jun. 30, 2021	Jun. 30, 2020
INTANGIBLE ASSETS
Goodwill impairment charges					$ 0	$ 1,985,000
Impairment expense					0	(1,867,000)
Amortization expense	$ 171,000	$ 539,000	$ 343,000	$ 1,079,000	2,168,000	4,002,000
Impairment intangible assets	$ 0	$ 0	$ 0	$ 0	$ 0	$ 1,867,000

ACCOUNTS PAYABLE ACCRUED EXPE_3

ACCOUNTS PAYABLE ACCRUED EXPENSES (Details) - USD ($)	Dec. 31, 2021	Jun. 30, 2021	Jun. 30, 2020
Accrued expenses		$ 804,000	$ 1,937,000
Accrued taxes		0	0
Accounts payable and accrued expenses	$ 6,549,000	8,363,000	8,137,000
Accounts Payable [Member]
Accounts payable	1,668,000	2,362,000	3,281,000
Accrued expenses	3,885,000	4,819,000	4,047,000
Accrued payroll	312,000	294,000	482,000
Accrued taxes	684,000	888,000	327,000
Accounts payable and accrued expenses	$ 6,549,000	$ 8,363,000	$ 8,137,000

ACCOUNTS PAYABLE ACCRUED EXPE_4

ACCOUNTS PAYABLE ACCRUED EXPENSES (Details Narrative) - USD ($)	Dec. 31, 2021	Jun. 30, 2021	Jun. 30, 2020
ACCOUNTS PAYABLE ACCRUED EXPENSES
Accounts payable and accrued expense	$ 6,549,000	$ 8,363,000	$ 8,137,000

CONVERTIBLE NOTES PAYABLE (Deta

CONVERTIBLE NOTES PAYABLE (Details)	12 Months Ended
	Jun. 30, 2020USD ($)
Convertible Notes Two [Member]
Amount allocated to beneficial conversion feature	$ 26,000
Amount allocated to convertible note	156,000
Par value of convertible note payable	200,000
Unamortization of debt discount	0
Balance of convertible note payable	200,000
Amount allocated to detachable warrants	22,000
Convertible Notes Three [Member]
Amount allocated to beneficial conversion feature	563,000
Amount allocated to convertible note	0
Par value of convertible note payable	1,000,000
Unamortization of debt discount	0
Balance of convertible note payable	1,000,000
Amount allocated to detachable warrants	437,000
Convertible Notes One [Member]
Amount allocated to beneficial conversion feature	19,000
Amount allocated to convertible note	152,000
Par value of convertible note payable	200,000
Unamortization of debt discount	0
Balance of convertible note payable	200,000
Amount allocated to detachable warrants	$ 25,000

CONVERTIBLE NOTES PAYABLE (De_2

CONVERTIBLE NOTES PAYABLE (Details Narrative) - USD ($)	1 Months Ended				3 Months Ended		6 Months Ended		12 Months Ended
	Dec. 31, 2020	Oct. 31, 2020	Sep. 30, 2020	Aug. 31, 2020	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2021	Dec. 31, 2020	Jun. 30, 2021	Jun. 30, 2020
Proceeds fom convertible promissory note									$ 300,000
Imputed interest									0	$ 2,000
Settlement of a convertible note payable									35,000
Notes payable outstanding					$ 50,000		$ 50,000		50,000	1,435,000
Interest expense related to convertible notes payable									11,000	51,000
Promissory note					0	$ 0	0	$ 0		2,227,000
Interest expenses					(34,000)	(42,000)	(47,000)	(46,000)	(7,000)	$ (239,000)
Amortization expenses					0	392,000	0	409,000
Convertible note payables, interest expense					10,000	$ 10,000	$ 3,000	20,000
Interest rate										10.00%
Risk free rate							0.90%
Interest expense							$ 3,000	0	0	$ 29,000
Imputed interest									3,000	40,000
October 2020 [Member]
Fair market value of the embedded conversion feature					1,000		$ 1,000		$ 13,000
Interest rate							10.00%		10.00%
Risk free rate							63.96%		0.87%
Volality rate							1.26%		63.22%
Term period							1 year		3 years
Interest expense					$ 1,000		$ 3,000	$ 1,000	$ 3,000
Warrants exercise price							$ 2.25		$ 2.25
Gross proceeds							$ 50,000		$ 50,000
Amortization of discount									$ 37,000
Issuance of warrants							6,667		6,667
Convertible Notes Two [Member]
Promissory note										$ 1,000,000
Interest rate										10.00%
Common stock shares exercise price										$ 3
Warrants Exercise price										$ 0.75
Loan fees										$ 120,000
Warrants received										66,667
Interest expense										$ 34,000
Additional warrants shares of common stock										66,667
Convertible Notes Three [Member]
Promissory note									$ 335,000	$ 0
Interest rate		10.00%
Term period		3 years
Conversion of stock		228,201
Maturity date		Dec. 7, 2020
Warrants exercise price		$ 1.95
Issuance of restricted shares of common stock		106,667
Common stock conversion price		$ 3
Total discount		$ 300,000
Gross proceeds	$ 52,500	$ 247,500
Imputed interest									$ 0	1,000
Convertible Notes One [Member]
Promissory note										$ 200,000
Interest rate										10.00%
Common stock shares exercise price										$ 3.75
Warrants Exercise price										$ 3.75
Loan fees										$ 10,000
Warrants received										66,667
Interest expense										$ 8,000
Interest expense, convertible note payables										22,000
Convertible Notes [Member] | Lendor [Member]
Promissory note			$ 50,000	$ 100,000						$ 200,000
Fair market value of the embedded conversion feature			$ 10,000	$ 28,000
Interest rate			10.00%	10.00%						10.00%
Risk free rate			0.80%	0.80%
Volality rate			65.81%	65.81%
Term period			1 year	1 year
Prospective interest rate			20.00%	20.00%
Common stock shares exercise price										$ 3.75
Warrants Exercise price										$ 3.75
Loan fees										$ 10,000
Warrants received										13,333
Interest expense										$ 9,000
Interest expense, convertible note payables										$ 25,000
Conversion of stock			18,646
Accrued interest				$ 19,000
Outstanding principal				$ 100,000

NOTES PAYABLE RELATED PARTY (De

NOTES PAYABLE RELATED PARTY (Details) - USD ($)	Dec. 31, 2021	Jun. 30, 2021	Apr. 30, 2021	Dec. 31, 2020	Jun. 30, 2020
Short term portion
Short term Notes payable - related party	$ 150,000	$ 200,000			$ 452,000
Long term portion
Long term Notes payabe - related parties		0			1,975,000
Dan Pappalardo [Member]
Short term portion
Short term Notes payable - related party	150,000	200,000	$ 17,000	$ 200,000	217,000
Tom Ochocki [Member]
Short term portion
Short term Notes payable - related party		2,198,000			1,975,000
Long term portion
Long term Notes payabe - related parties		0			1,975,000
Estate Of Sally Pappalardo [Member]
Short term portion
Short term Notes payable - related party	$ 0	$ 0		$ 235,000	$ 235,000

NOTES PAYABLE RELATED PARTY (_2

NOTES PAYABLE RELATED PARTY (Details Narrative) - USD ($)	1 Months Ended	3 Months Ended			6 Months Ended		12 Months Ended
	Jun. 30, 2020	Dec. 31, 2021	Dec. 31, 2020	Sep. 30, 2020	Dec. 31, 2021	Dec. 31, 2020	Jun. 30, 2021	Jun. 30, 2020	Apr. 30, 2021
Interest rate								10.00%
Imputed interest							$ 3,000	$ 40,000
Promissory note		$ 0	$ 0		$ 0	$ 0		2,227,000
Interest expense							7,000	42,000
Long term Notes payabe - related parties	$ 1,975,000						0	1,975,000
Notes payable - related party	452,000	150,000			150,000		200,000	452,000
Miscellaneous expense		29,000	1,585,000		1,383,000	1,621,000	3,202,000	(483,000)
Total interest expenses		(34,000)	(42,000)		(47,000)	(46,000)	$ (7,000)	(239,000)
Convertible promissory note				$ 1,300,000	0	$ 156,000		1,300,000
Common stock shares issued upon conversion of debt and equity				1,733,334		1,733,334
Notes Payable [Member]
Interest rate						5.00%	10.00%
Interest expense		4,000	5,000		9,000	$ 10,000
Miscellaneous expense		30,000			50,000
Total interest expenses		4,000	10,000		4,000
Convertible promissory note	$ 1,300,000
Common stock shares issued upon conversion of debt and equity	1,733,334
Dan Pappalardo [Member]
Notes payable - related party	$ 217,000	150,000	200,000		150,000	200,000	$ 200,000	217,000	$ 17,000
Tom Ochocki [Member]
Long term Notes payabe - related parties	1,975,000						0	1,975,000
Notes payable - related party	1,975,000						2,198,000	1,975,000
Estate Of Sally Pappalardo [Member]
Interest expense		4,000	5,000		9,000	10,000
Accrued interest					10	10	65,000
Outstanding principal							235,000
Note payable - related parties	235,000	0	235,000		0	235,000	0	235,000	$ 300,000
Notes payable - related party	$ 235,000	$ 0	$ 235,000		$ 0	$ 235,000	$ 0	$ 235,000
Mr. Jankowski [Member]
Interest rate							0.00%
Long term Notes payabe - related parties							$ 1,373,000

LEASES (Details)

LEASES (Details) - USD ($)	6 Months Ended	12 Months Ended
	Dec. 31, 2021	Jun. 30, 2021	Jun. 30, 2020	May 21, 2021
Total liabilities		$ 477,000	$ 0	$ 166,000
Imputed interest		3,000	$ 40,000
Mission US Manhattan [Member]
Long-term lease liabilities	$ 0	0
Total liabilities	23,000	183,000
Total operating lease liabilities	23,000	183,000
2022	23,000	209,000
2023	0	0
2024	0	0
2025	0	0
2026	0	0
2027	$ 0	$ 0
Discount rate	5.50%	5.50%
Total undiscounted minimum future payments	$ 23,000	$ 209,000
Imputed interest	0	(26,000)
Undiscounted Cash Flows [Member]
Long-term lease liabilities	5,341,000	6,327,000
Total liabilities	3,109,000	2,922,000
Total operating lease liabilities	8,450,000	9,249,000
2022	2,554,000	3,146,000
2023	1,793,000	1,724,000
2024	1,831,000	1,739,000
2025	1,613,000	1,518,000
2026	1,176,000	1,077,000
2027	464,000	455,000
Total undiscounted minimum future payments	9,431,000	9,659,000
Imputed interest	(981,000)	(480,000)
Mission UK Fitzroy [Member]
Long-term lease liabilities		2,198,000
Total liabilities		363,000
Total operating lease liabilities		2,561,000
2022		496,000
2023		650,000
2024		650,000
2025		650,000
2026		$ 542,000
Discount rate		5.50%
Total undiscounted minimum future payments		$ 2,988,000
Imputed interest		(427,000)
Mission UK London [Member]
Long-term lease liabilities	1,884,000
Total liabilities	444,000
Total operating lease liabilities	2,328,000
2022	245,000
2023	635,000
2024	635,000
2025	635,000
2026	$ 528,000
Discount rate	5.50%
Total undiscounted minimum future payments	$ 2,678,000
Imputed interest	(350,000)
Mission US Brooklyn [Member]
Long-term lease liabilities	2,012,000	2,200,000
Total liabilities	844,000	908,000
Total operating lease liabilities	2,856,000	3,108,000
2022	719,000	460,000
2023	497,000	497,000
2024	509,000	509,000
2025	522,000	522,000
2026	535,000	535,000
2027	$ 455,000	$ 455,000
Discount rate	5.50%	5.50%
Total undiscounted minimum future payments	$ 3,237,000	$ 2,978,000
Imputed interest	(381,000)	130,000
Corporate Englewood [Member]
Long-term lease liabilities	265,000	18,000
Total liabilities	88,000	56,000
Total operating lease liabilities	353,000	74,000
2022	51,000	55,000
2023	103,000	19,000
2024	107,000	0
2025	110,000	0
2026	113,000	0
2027	$ 9,000	$ 0
Discount rate	5.50%	5.50%
Total undiscounted minimum future payments	$ 493,000	$ 74,000
Imputed interest	(140,000)	0
Troika Gower [Member]
Long-term lease liabilities	1,180,000	1,419,000
Total liabilities	827,000	951,000
Total operating lease liabilities	2,007,000	2,370,000
2022	633,000	1,043,000
2023	558,000	558,000
2024	580,000	580,000
2025	346,000	346,000
2026	0	0
2027	$ 0	$ 0
Discount rate	5.50%	5.50%
Total undiscounted minimum future payments	$ 2,117,000	$ 2,527,000
Imputed interest	(110,000)	(157,000)
Troika LaBrea[Member]
Long-term lease liabilities	0	0
Total liabilities	883,000	883,000
Total operating lease liabilities	883,000	883,000
2022	883,000	883,000
2023	0	0
2024	0	0
2025	0	0
2026	0	0
2027	$ 0	$ 0
Discount rate	5.50%	5.50%
Total undiscounted minimum future payments	$ 838,000	$ 838,000
Imputed interest	$ 0	$ 0

LEASES (Details 1)

LEASES (Details 1)	3 Months Ended	12 Months Ended
	Dec. 31, 2021	Jun. 30, 2021
LEASES
Weighted average remaining lease term in years	3 years 10 months 24 days	3 years
Weighted average discount rate	10.40%	5.00%

LEASES (Details 2)

LEASES (Details 2) - USD ($)	Jun. 30, 2021	Jun. 30, 2020
Rental income	$ 452,000	$ 691,000
Troika Design [Member]
Rental income	0	186,000
Mission US [Member]
Rental income	289,000	292,000
Mission UK [Member]
Rental income	$ 163,000	$ 213,000

LEASES (Details Narrative)

LEASES (Details Narrative) - USD ($)	May 02, 2017	Apr. 06, 2016	Jan. 09, 2014	Feb. 08, 2013	Sep. 30, 2021	Feb. 01, 2020	Apr. 19, 2018	Feb. 01, 2018	Jan. 19, 2018	Dec. 31, 2021	Dec. 31, 2020	Jun. 30, 2021	Jun. 30, 2020
Long term Operating lease liability										$ 5,341,000		$ 5,835,000	$ 7,003,000
Operating lease Right of use assets										6,356,000		6,887,000	8,297,000
Current Operating lease liability													2,255,000
Leases [Member]
Long term Operating lease liability										6,916,000		5,835,000
Operating lease Right of use assets										8,348,000		6,887,000
Current Operating lease liability										2,275,000		3,344,000
Rent expenses										940,000	$ 746,000	2,573,000	1,983,000
Lease Agreement [Member]
Operating lease Right of use assets										467,000
Lease expense	$ 34,278	$ 22,432	$ 19,230		$ 8,389	$ 42,265		$ 4,120		8,390
Remainder of lease, monthly payment		$ 52,855
Annual rate increase	2.50%		2.50%	3.00%		3.50%		3.50%
Lease expiry, month and year			January 2022
Lease expiry date	May 1, 2027	Apr. 5, 2026				Jan. 31, 2025		Jan. 31, 2023
Sublease Agreements [Member]
Annual rate increase									3.00%
Lease income							$ 5,163		$ 22,496
July 1, 2019 [Member]
Long term Operating lease liability										5,341,000		5,835,000
Operating lease Right of use assets										6,356,000		6,887,000
Current Operating lease liability										$ 3,109,000		3,344,000
Lease expense												$ 2,573,000	$ 1,983,000

LEGAL MATTERS (Details Narrativ

LEGAL MATTERS (Details Narrative) - USD ($)	1 Months Ended	3 Months Ended			6 Months Ended		12 Months Ended
	Jan. 28, 2021	Dec. 31, 2021	Sep. 30, 2021	Dec. 31, 2020	Dec. 31, 2021	Dec. 31, 2020	Jun. 30, 2021	Jun. 30, 2020
Other income		$ 73,000		$ 129,000	$ 1,185,000	$ 256,000	$ 452,000	$ 691,000
Mission Culture LLC [Member]
Other income			$ 133,000
Amount due for services	$ 197,000		$ 905,000
Installments of payments					10,000
Claim settlement					110,000
Upfront payment					70,000
Mission Culture LA BREA [Member]
Upfront payment					700,000
Paymets recieved					$ 883,000

STOCKHOLDERS EQUITY (Details)

STOCKHOLDERS EQUITY (Details) - USD ($)	6 Months Ended	12 Months Ended
	Dec. 31, 2021	Jun. 30, 2021
STOCKHOLDERS EQUITY
Deferred compensation balance recorded at acquisition date,	$ 3,623,433	$ 9,680,000
Vested portion of deferred compensation	(1,610,000)	(362,000)
Unamortized deferred compensation balance	$ 7,708,000	$ 9,318,000
Vested portion of deferred compensation unvested shares	(602,804)	(135,425)
Unamortized deferred compensation balance unvested shares	2,885,204	9,318,000

STOCKHOLDERS EQUITY (Details 1)

STOCKHOLDERS EQUITY (Details 1) - USD ($)	6 Months Ended		12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Jun. 30, 2021	Jun. 30, 2020
2022			$ 3,221,000
2023			3,221,000
2024			2,876,000
Unamortized deferred compensation			$ 9,318,000
Volatility	64.00%
Risk-free rate	0.90%
Contractual term	5 years
Exercise price	$ 1.24	$ 0.75	$ 1	$ 1.44
Maximum [Member]
Risk-free rate	1.20%	0.30%	1.70%	1.80%
Contractual term		5 years	5 years	5 years
Exercise price	$ 3.75	$ 3	$ 3.75	$ 3.75
Volatility	64.90%	64.00%	65.80%	74.10%
Minimum [Member]
Risk-free rate	0.90%	0.20%	0.90%	0.30%
Exercise price	$ 1.49	$ 0.75	$ 0.75	$ 0.75
Volatility	64.20%	63.50%	56.40%	56.40%
Contractual term		4 years	4 years	4 years

STOCKHOLDERS EQUITY (Details 2)

STOCKHOLDERS EQUITY (Details 2) - USD ($)	6 Months Ended		12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Jun. 30, 2021	Jun. 30, 2020
Number of Shares, Outstanding Beginning Balance	8,296,408	7,858,741	7,858,741	6,275,593
Number of Shares, Granted	150,000	590,000	1,439,556	1,613,148
Number of Shares, Exercised	0	0	(166,667)	0
Number of Shares, Forfeited	(185,185)	(88,888)		0
Number of shares, Expired			(835,222)	(30,000)
Number of Shares, Outstanding Ending Balance	8,261,223	8,359,851	8,296,408	7,858,741
Number of Shares, Vested and exercisable Ending Balance	7,055,736	7,241,518	7,248,702
Number of Shares, Non-vested Ending Balance	1,205,486	1,118,333	1,047,706
Weighted-Average Exercise Price, Outstanding Beginning Balance	$ 1.05	$ 1.52	$ 1.52	$ 1.66
Weighted-Average Exercise Price, Granted	1.24	0.75	1	1.44
Weighted-Average Exercise Price, Exercised	0	0	0.75	0
Weighted-Average Exercise Price, Forfeited	5	0	0	0
Weighted-Average Exercise Price, Expired			5.48	27
Weighted-Average Exercise Price, Outstanding Ending Balance	0.98	1.22	1.05	1
Weighted-Average Exercise Price, Vested and exercisable Ending Balance	0.88	1.24	1	1.52
Weighted-Average Exercise Price, Non-vested Ending Balance	1.51	1.39	1.36	0.75
Weighted-Average Grant-Date Fair Value, Outstanding Beginning Balance	1.90	1.92	1.92	1.73
Weighted-Average Grant-Date Fair Value, Granted	0.66	3.15	3	2.87
Weighted-Average Grant-Date Fair Value, Exercised	0	0	0	0
Weighted-Average Grant-Date Fair Value, Forfeited	12	0	0	0
Weighted-Average Grant-Date Fair Value, Expired			4.17	13.20
Weighted-Average Grant-Date Fair Value, Outstanding Ending Balance	1.63	1.87	1.90	$ 1.92
Weighted-Average Grant-Date Fair Value, Vested and exercisable Ending Balance	1.50	1.69	1.78
Weighted-Average Grant-Date Fair Value, Non-vested Ending Balance	$ 2.42	$ 2.97	$ 2.75
Aggregate Intrinsic Value of Outstanding Warrant Shares, Outstanding Beginning Balance	$ 12,158,467	$ 9,234,295	$ 9,234,295	$ 5,509,850
Aggregate Intrinsic Value of Outstanding Warrant Shares, Granted		1,967,500	3,938,467	3,724,445
Aggregate Intrinsic Value of Outstanding Warrant Shares, Expired			1,014,295	598,750
Aggregate Intrinsic Value of Outstanding Warrant Shares, Outstanding Endning Balance	2,944,984	11,037,350	12,158,467	9,234,295
Aggregate Intrinsic Value of Outstanding Warrant Shares, Vested and exercisable Ending Balance	2,667,549	8,367,683	9,897,951	598,750
Aggregate Intrinsic Value of Outstanding Warrant Shares, Non-vested Ending Balance	$ 277,435	$ 2,669,667	$ 2,260,515	$ 9,234,295
Weighted-Average Remaining Contractual Term (in years), Outstanding Beginning Balance	2 years 2 months 12 days	3 years	3 years	3 years 9 months 18 days
Weighted-Average Remaining Contractual Term (in years), Granted	0 years	4 years 3 months 18 days	9 months 18 days	4 years
Weighted-Average Remaining Contractual Term (in years), Exercised	0 years	0 years
Weighted-Average Remaining Contractual Term (in years), Expired/Forfeited	0 years	0 years
Weighted-Average Remaining Contractual Term (in years), Outstanding Ending Balance	1 year 8 months 12 days	2 years 9 months 18 days	2 years 2 months 12 days	3 years
Weighted-Average Remaining Contractual Term (in years), Vested and exercisable Ending Balance	1 year 10 months 24 days	2 years 7 months 6 days	2 years 3 months 18 days
Weighted-Average Remaining Contractual Term (in years), Non-vested Ending Balance	9 months 18 days	3 years 8 months 12 days	1 year 3 months 18 days
Risk-free rate	0.90%
Minimum [Member]
Weighted-Average Exercise Price, Granted	$ 1.49	$ 0.75	$ 0.75	$ 0.75
Volatility	64.20%	63.50%	56.40%	56.40%
Risk-free rate	0.90%	0.20%	0.90%	0.30%
Contractual term		4 years	4 years	4 years
Maximum [Member]
Weighted-Average Exercise Price, Granted	$ 3.75	$ 3	$ 3.75	$ 3.75
Volatility	64.90%	64.00%	65.80%	74.10%
Risk-free rate	1.20%	0.30%	1.70%	1.80%
Warrant [Member]
Number of Shares, Granted			1,439,556	1,613,148
Number of Shares, Exercised			(166,667)	0
Number of Shares, Forfeited			0	0
Number of Shares, Vested and exercisable Ending Balance			7,248,702
Number of Shares, Non-vested Ending Balance			1,047,706
Weighted-Average Exercise Price, Granted			$ 1	$ 1.44
Weighted-Average Exercise Price, Exercised			0.75	0
Weighted-Average Exercise Price, Forfeited			0	0
Weighted-Average Exercise Price, Expired			5.48	27
Weighted-Average Exercise Price, Non-vested Ending Balance			1.36
Weighted-Average Grant-Date Fair Value, Granted			3	2.87
Weighted-Average Grant-Date Fair Value, Exercised			0	0
Weighted-Average Grant-Date Fair Value, Expired			4.17	$ 13.20
Weighted-Average Grant-Date Fair Value, Vested and exercisable Ending Balance			1.78
Weighted-Average Grant-Date Fair Value, Non-vested Ending Balance			$ 2.75
Aggregate Intrinsic Value of Outstanding Warrant Shares, Granted			$ 3,938,467	$ 3,724,445
Aggregate Intrinsic Value of Outstanding Warrant Shares, Expired			(1,014,295)	$ 598,750
Aggregate Intrinsic Value of Outstanding Warrant Shares, Vested and exercisable Ending Balance			$ 9,897,951
Weighted-Average Remaining Contractual Term (in years), Outstanding Beginning Balance			3 years	3 years 9 months 18 days
Weighted-Average Remaining Contractual Term (in years), Granted			4 years 8 months 12 days	4 years
Weighted-Average Remaining Contractual Term (in years), Outstanding Ending Balance			2 years 5 months 30 days	3 years
Weighted-Average Remaining Contractual Term (in years), Vested and exercisable Ending Balance			2 years 4 months 24 days
Weighted-Average Remaining Contractual Term (in years), Non-vested Ending Balance			3 years 4 months 24 days
Warrant [Member] | Minimum [Member]
Weighted-Average Exercise Price, Granted			$ 0.75	$ 0.75
Volatility			63.50%	56.40%
Risk-free rate			0.20%	0.30%
Contractual term			4 years	4 years
Warrant [Member] | Maximum [Member]
Weighted-Average Exercise Price, Granted			$ 3.75	$ 3.75
Volatility			65.80%	74.10%
Risk-free rate			0.90%	1.80%
Contractual term			5 years	5 years

STOCKHOLDERS EQUITY (Details 3)

STOCKHOLDERS EQUITY (Details 3) - USD ($)	6 Months Ended		12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Jun. 30, 2021	Jun. 30, 2020
Number of Shares, Outstanding	8,261,223	8,359,851
Weighted average remaining contractual life, Outstanding	1 year 8 months 12 days	2 years 9 months 18 days
Number of Shares, Exercisable	7,055,736	7,241,518
Weighted average remaining contractual life, Exercisable	1 year 10 months 24 days	2 years 7 months 6 days
Number of Shares, Granted	150,000	590,000	1,439,556	1,613,148
Number of Shares, Exercised	0	0	(166,667)	0
Number of Shares, Forfeited	185,185	88,888		0
Number of Shares, Vested and exercisable Ending Balance	7,055,736	7,241,518	7,248,702
Number of Shares, Non-vested Ending Balance	1,205,486	1,118,333	1,047,706
Weighted-Average Exercise Price, Granted	$ 1.24	$ 0.75	$ 1	$ 1.44
Weighted-Average Exercise Price, Exercised	0	0	0.75	0
Weighted-Average Exercise Price, Forfeited	5	0	0	0
Weighted-Average Exercise Price, Expired			5.48	27
Weighted-Average Exercise Price, Non-vested Ending Balance	1.51	1.39	1.36	0.75
Weighted-Average Grant-Date Fair Value, Granted	0.66	3.15	3	2.87
Weighted-Average Grant-Date Fair Value, Exercised	0	0	0	0
Weighted-Average Grant-Date Fair Value, Expired			4.17	$ 13.20
Weighted-Average Grant-Date Fair Value, Vested and exercisable Ending Balance	1.50	1.69	1.78
Weighted-Average Grant-Date Fair Value, Non-vested Ending Balance	$ 2.42	$ 2.97	$ 2.75
Aggregate Intrinsic Value of Outstanding Warrant Shares, Granted		$ 1,967,500	$ 3,938,467	$ 3,724,445
Aggregate Intrinsic Value of Outstanding Warrant Shares, Expired			1,014,295	598,750
Aggregate Intrinsic Value of Outstanding Warrant Shares, Vested and exercisable Ending Balance	$ 2,667,549	$ 8,367,683	$ 9,897,951	$ 598,750
Weighted-Average Remaining Contractual Term (in years), Outstanding Beginning Balance	2 years 2 months 12 days	3 years	3 years	3 years 9 months 18 days
Weighted-Average Remaining Contractual Term (in years), Granted	0 years	4 years 3 months 18 days	9 months 18 days	4 years
Weighted-Average Remaining Contractual Term (in years), Outstanding Ending Balance	1 year 8 months 12 days	2 years 9 months 18 days	2 years 2 months 12 days	3 years
Weighted-Average Remaining Contractual Term (in years), Vested and exercisable Ending Balance	1 year 10 months 24 days	2 years 7 months 6 days	2 years 3 months 18 days
Weighted-Average Remaining Contractual Term (in years), Non-vested Ending Balance	9 months 18 days	3 years 8 months 12 days	1 year 3 months 18 days
3.75 [Member]
Number of Shares, Outstanding			4,051,223
Weighted average remaining contractual life, Outstanding			2 years 1 month 6 days
Weighted average remaining contractual life, Exercisable			2 years 4 months 24 days
Number of Shares, Vested and exercisable Ending Balance			3,043,073
27.00 [Member]
Number of Shares, Outstanding			85,185
Weighted average remaining contractual life, Outstanding			1 month 6 days
Weighted average remaining contractual life, Exercisable			1 month 6 days
Number of Shares, Vested and exercisable Ending Balance			85,185
Warrant [Member]
Number of Shares, Outstanding			8,296,408
Weighted average remaining contractual life, Outstanding			2 years 2 months 12 days
Weighted average remaining contractual life, Exercisable			2 years 3 months 18 days
Number of Shares, Outstanding Beginning Balance	8,296,408	7,858,741	7,858,741	6,275,593
Number of Shares, Granted			1,439,556	1,613,148
Number of Shares, Exercised			(166,667)	0
Number of Shares, Forfeited			0	0
Number of Shares, Expired			(835,222)	(30,000)
Number of Shares, Outstanding Ending Balance			8,296,408	7,858,741
Number of Shares, Vested and exercisable Ending Balance			7,248,702
Number of Shares, Non-vested Ending Balance			1,047,706
Weighted-Average Exercise Price, Outstanding Beginning Balance	$ 1.05	$ 1.52	$ 1.52	$ 1.66
Weighted-Average Exercise Price, Granted			1	1.44
Weighted-Average Exercise Price, Exercised			0.75	0
Weighted-Average Exercise Price, Forfeited			0	0
Weighted-Average Exercise Price, Expired			5.48	27
Weighted-Average Exercise Price, Outstanding Ending Balance			1.05	1.52
Weighted-Average Exercise Price, Vested and exercisable Ending Balance			1
Weighted-Average Exercise Price, Non-vested Ending Balance			1.36
Weighted-Average Grant-Date Fair Value, Outstanding Beginning Balance	$ 1.90	$ 1.92	1.92	1.73
Weighted-Average Grant-Date Fair Value, Granted			3	2.87
Weighted-Average Grant-Date Fair Value, Exercised			0	0
Weighted-Average Grant-Date Fair Value, Forfeited			0	0
Weighted-Average Grant-Date Fair Value, Expired			4.17	13.20
Weighted-Average Grant-Date Fair Value, Outstanding Ending Balance			1.90	$ 1.92
Weighted-Average Grant-Date Fair Value, Vested and exercisable Ending Balance			1.78
Weighted-Average Grant-Date Fair Value, Non-vested Ending Balance			$ 2.75
Aggregate Intrinsic Value of Outstanding Warrant Shares, Outstanding Beginning Balance	$ 12,158,467	$ 9,234,295	$ 9,234,295	$ 5,509,850
Aggregate Intrinsic Value of Outstanding Warrant Shares, Granted			3,938,467	3,724,445
Aggregate Intrinsic Value of Outstanding Warrant Shares, Exercised			0	0
Aggregate Intrinsic Value of Outstanding Warrant Shares, Forfeited			0	0
Aggregate Intrinsic Value of Outstanding Warrant Shares, Expired			(1,014,295)	598,750
Aggregate Intrinsic Value of Outstanding Warrant Shares, Outstanding Ending Balance			12,158,467	$ 9,234,295
Aggregate Intrinsic Value of Outstanding Warrant Shares, Vested and exercisable Ending Balance			9,897,951
Aggregate Intrinsic Value of Outstanding Warrant Shares, Non-vested Ending Balance			$ 2,260,515
Weighted-Average Remaining Contractual Term (in years), Outstanding Beginning Balance			3 years	3 years 9 months 18 days
Weighted-Average Remaining Contractual Term (in years), Granted			4 years 8 months 12 days	4 years
Weighted-Average Remaining Contractual Term (in years), Outstanding Ending Balance			2 years 5 months 30 days	3 years
Weighted-Average Remaining Contractual Term (in years), Vested and exercisable Ending Balance			2 years 4 months 24 days
Weighted-Average Remaining Contractual Term (in years), Non-vested Ending Balance			3 years 4 months 24 days
Warrant [Member] | 0.75 [Member]
Number of Shares, Outstanding	7,182,889	7,188,333
Weighted average remaining contractual life, Outstanding	1 year 8 months 12 days	2 years 9 months 18 days
Number of Shares, Exercisable	6,424,070	6,341,667
Weighted average remaining contractual life, Exercisable	2 years	2 years 8 months 12 days
Exercise price range	$ 0.75	$ 0.75
Warrant [Member] | 1.24 [Member]
Number of Shares, Outstanding	150,000
Weighted average remaining contractual life, Outstanding	0 years
Number of Shares, Exercisable	0
Weighted average remaining contractual life, Exercisable	0 years
Exercise price range	$ 1.24
Warrant [Member] | 1.50 [Member]
Number of Shares, Outstanding	400,000	400,000
Weighted average remaining contractual life, Outstanding	2 years 4 months 24 days	3 years 4 months 24 days
Number of Shares, Exercisable	400,000	266,667
Weighted average remaining contractual life, Exercisable	2 years 8 months 12 days	3 years 6 months
Exercise price range	$ 1.50	$ 1.50
Warrant [Member] | 1.95 [Member]
Number of Shares, Outstanding	26,667	26,666
Weighted average remaining contractual life, Outstanding	0 years	4 years 9 months 18 days
Number of Shares, Exercisable	0	0
Weighted average remaining contractual life, Exercisable	0 years	0 years
Exercise price range	$ 1.95	$ 1.95
Warrant [Member] | 2.25 [Member]
Number of Shares, Outstanding		6,666
Weighted average remaining contractual life, Outstanding		4 years 9 months 18 days
Number of Shares, Exercisable		0
Weighted average remaining contractual life, Exercisable		0 years
Exercise price range		$ 2.25
Warrant [Member] | 3.00 [Member]
Number of Shares, Outstanding	66,667	76,667
Weighted average remaining contractual life, Outstanding	3 years 2 months 12 days	7 months 6 days
Number of Shares, Exercisable	66,667	3,333
Weighted average remaining contractual life, Exercisable	3 years 4 months 24 days	4 years 7 months 6 days
Exercise price range	$ 3	$ 3
Warrant [Member] | 3.75 [Member]
Number of Shares, Outstanding	435,000	368,333
Weighted average remaining contractual life, Outstanding	2 years 6 months	3 years 10 months 24 days
Number of Shares, Exercisable	165,000	230,000
Weighted average remaining contractual life, Exercisable	5 years 8 months 12 days	4 years
Exercise price range	$ 3.75	$ 3.75
Warrant [Member] | 6.00 [Member]
Number of Shares, Outstanding		381,333
Weighted average remaining contractual life, Outstanding		2 months 12 days
Number of Shares, Exercisable		381,333
Weighted average remaining contractual life, Exercisable		2 months 12 days
Exercise price range		$ 6
Warrant [Member] | 27.00 [Member]
Number of Shares, Outstanding		18,518
Weighted average remaining contractual life, Outstanding		7 months 6 days
Number of Shares, Exercisable		18,518
Weighted average remaining contractual life, Exercisable		7 months 6 days
Exercise price range		$ 27

STOCKHOLDERS EQUITY (Details 4)

STOCKHOLDERS EQUITY (Details 4) - $ / shares	6 Months Ended		12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Jun. 30, 2021	Jun. 30, 2020
Risk-free rate	0.90%
Contractual term	5 years
Weighted-Average Exercise Price, Granted	$ 1.24	$ 0.75	$ 1	$ 1.44
Number of Shares, Outstanding	8,261,223	8,359,851
Weighted average remaining contractual life, Outstanding	1 year 8 months 12 days	2 years 9 months 18 days
Number of Shares, Exercisable	7,055,736	7,241,518	7,248,702
Weighted average remaining contractual life, Exercisable	1 year 10 months 24 days	2 years 7 months 6 days
2.84 [Member]
Number of Shares, Outstanding			20,000
Weighted average remaining contractual life, Outstanding			4 years 9 months 18 days
Number of Shares, Exercisable			4,444
Weighted average remaining contractual life, Exercisable			4 years 9 months 18 days
3.75 [Member]
Number of Shares, Outstanding			4,051,223
Weighted average remaining contractual life, Outstanding			2 years 1 month 6 days
Number of Shares, Exercisable			3,043,073
Weighted average remaining contractual life, Exercisable			2 years 4 months 24 days
5.10 [Member]
Number of Shares, Outstanding			33,333
Weighted average remaining contractual life, Outstanding			1 month 6 days
Number of Shares, Exercisable			33,333
Weighted average remaining contractual life, Exercisable			1 month 6 days
27.00 [Member]
Number of Shares, Outstanding			85,185
Weighted average remaining contractual life, Outstanding			1 month 6 days
Number of Shares, Exercisable			85,185
Weighted average remaining contractual life, Exercisable			1 month 6 days
Maximum [Member]
Volatility	64.90%	64.00%	65.80%	74.10%
Risk-free rate	1.20%	0.30%	1.70%	1.80%
Contractual term		5 years	5 years	5 years
Weighted-Average Exercise Price, Granted	$ 3.75	$ 3	$ 3.75	$ 3.75
Minimum [Member]
Volatility	64.20%	63.50%	56.40%	56.40%
Risk-free rate	0.90%	0.20%	0.90%	0.30%
Weighted-Average Exercise Price, Granted	$ 1.49	$ 0.75	$ 0.75	$ 0.75
Warrant [Member]
Weighted-Average Exercise Price, Granted			$ 1	$ 1.44
Number of Shares, Outstanding			8,296,408
Weighted average remaining contractual life, Outstanding			2 years 2 months 12 days
Number of Shares, Exercisable			7,248,702
Weighted average remaining contractual life, Exercisable			2 years 3 months 18 days
Warrant [Member] | 0.75 [Member]
Number of Shares, Outstanding	7,182,889	7,188,333
Weighted average remaining contractual life, Outstanding	1 year 8 months 12 days	2 years 9 months 18 days
Weighted average remaining contractual life, Exercisable	2 years	2 years 8 months 12 days
Warrant [Member] | 3.75 [Member]
Number of Shares, Outstanding	435,000	368,333
Weighted average remaining contractual life, Outstanding	2 years 6 months	3 years 10 months 24 days
Weighted average remaining contractual life, Exercisable	5 years 8 months 12 days	4 years
Warrant [Member] | 27.00 [Member]
Number of Shares, Outstanding		18,518
Weighted average remaining contractual life, Outstanding		7 months 6 days
Weighted average remaining contractual life, Exercisable		7 months 6 days
Warrant [Member] | Maximum [Member]
Volatility			65.80%	74.10%
Risk-free rate			0.90%	1.80%
Weighted-Average Exercise Price, Granted			$ 3.75	$ 3.75
Warrant [Member] | Minimum [Member]
Volatility			63.50%	56.40%
Risk-free rate			0.20%	0.30%
Weighted-Average Exercise Price, Granted			$ 0.75	$ 0.75
Black-Scholes Options [Member]
Volatility		64.80%
Risk-free rate		0.30%
Contractual term	3 years	3 years	3 years
Weighted-Average Exercise Price, Granted		$ 3.75
Options [Member]
Weighted-Average Exercise Price, Granted	$ 3.46	$ 3.75	$ 0	$ 2.48
Weighted average remaining contractual life, Outstanding	2 months 12 days	6 months
Number of Shares, Exercisable	2,912,778	2,714,893	2,766,467
Weighted average remaining contractual life, Exercisable	1 month 6 days	3 months 18 days
Options [Member] | 0.75 [Member]
Number of Shares, Outstanding			4,106,667
Weighted average remaining contractual life, Outstanding	2 months 12 days	3 months 18 days	2 years 2 months 12 days
Number of Shares, Exercisable	2,594,444	2,543,782	4,082,667
Weighted average remaining contractual life, Exercisable	2 years 10 months 24 days	2 months 12 days	2 years 2 months 12 days
Options [Member] | 3.75 [Member]
Weighted average remaining contractual life, Outstanding	1 year 6 months	2 years 2 months 12 days	1 year 8 months 12 days
Number of Shares, Exercisable	118,333	4,444	92,778
Weighted average remaining contractual life, Exercisable	1 year 2 months 12 days	1 year 3 months 18 days	1 year 7 months 6 days
Options [Member] | Maximum [Member]
Volatility				69.00%
Risk-free rate				1.70%
Weighted-Average Exercise Price, Granted				$ 3.75
Options [Member] | Minimum [Member]
Volatility				56.40%
Risk-free rate				0.90%
Weighted-Average Exercise Price, Granted				$ 0.75

STOCKHOLDERS EQUITY (Details 5)

STOCKHOLDERS EQUITY (Details 5) - USD ($)	6 Months Ended		12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Jun. 30, 2021	Jun. 30, 2020
Number of Shares, Granted	150,000	590,000	1,439,556	1,613,148
Number of Shares, Exercised	0	0	(166,667)	0
Number of Shares, Exercisable	7,055,736	7,241,518	7,248,702
Number of Shares, Non-vested Ending Balance	1,205,486	1,118,333	1,047,706
Weighted-Average Exercise Price, Granted	$ 1.24	$ 0.75	$ 1	$ 1.44
Weighted-Average Exercise Price, Exercised	0	0	0.75	0
Weighted-Average Exercise Price, Forfeited	5	0	0	0
Weighted-Average Exercise Price, Cancelled			5.48	27
Weighted-Average Exercise Price, Non-vested Ending Balance	1.51	1.39	1.36	0.75
Weighted-Average Grant-Date Fair Value, Granted	0.66	3.15	3	2.87
Weighted-Average Grant-Date Fair Value, Exercised	0	0	0	0
Weighted-Average Grant-Date Fair Value, Cancelled			4.17	$ 13.20
Weighted-Average Grant-Date Fair Value, Vested and exercisable Ending Balance	1.50	1.69	1.78
Weighted-Average Grant-Date Fair Value, Non-vested Ending Balance	$ 2.42	$ 2.97	$ 2.75
Aggregate Intrinsic Value of Outstanding Warrant Shares, Granted		$ 1,967,500	$ 3,938,467	$ 3,724,445
Aggregate Intrinsic Value of Outstanding Warrant Shares, Cancelled			1,014,295	598,750
Aggregate Intrinsic Value of Outstanding Warrant Shares, Vested and exercisable Ending Balance	$ 2,667,549	$ 8,367,683	$ 9,897,951	$ 598,750
Risk-free rate	0.90%
Maximum [Member]
Weighted-Average Exercise Price, Granted	$ 3.75	$ 3	$ 3.75	$ 3.75
Volatility	64.90%	64.00%	65.80%	74.10%
Risk-free rate	1.20%	0.30%	1.70%	1.80%
Minimum [Member]
Contractual term		4 years	4 years	4 years
Weighted-Average Exercise Price, Granted	$ 1.49	$ 0.75	$ 0.75	$ 0.75
Volatility	64.20%	63.50%	56.40%	56.40%
Risk-free rate	0.90%	0.20%	0.90%	0.30%
Options [Member]
Contractual term				3 years
Number of Shares, Outstanding Beginning Balance	3,088,333	3,377,222	3,377,222	3,512,500
Number of Shares, Granted	720,169	76,667	0	568,333
Number of Shares, Exercised	0	0	222,222	0
Number of Shares, Forfeited		0	0	0
Number of Shares, Cancelled		(143,333)	(66,667)	(703,611)
Number of Shares, Expired/Forfeited	0	0
Number of Shares, Outstanding Ending Balance	3,808,502	3,310,556	3,088,333	3,377,222
Number of Shares, Exercisable	2,912,778	2,714,893	2,766,467
Number of Shares, Non-vested Ending Balance	895,721	595,663	321,866
Weighted-Average Exercise Price, Outstanding Beginning Balance	$ 1.13	$ 1.10	$ 1.10	$ 0.90
Weighted-Average Exercise Price, Granted	3.46	3.75	0	2.48
Weighted-Average Exercise Price, Exercised	0	0	0.75	0
Weighted-Average Exercise Price, Forfeited	0	0	0	0
Weighted-Average Exercise Price, Cancelled	0	0	0.75	0.97
Weighted-Average Exercise Price, Outstanding Ending Balance	1.39	1.10	1.13	1.10
Weighted-Average Exercise Price, Vested and exercisable Ending Balance	0.92	0.80	0.90
Weighted-Average Exercise Price, Non-vested Ending Balance	2.91	2.49	3.07
Weighted-Average Grant-Date Fair Value, Outstanding Beginning Balance	1.06	1.06	1.06	0.75
Weighted-Average Grant-Date Fair Value, Granted	1.49	1.61	0	1.98
Weighted-Average Grant-Date Fair Value, Exercised	0	0	0	0
Weighted-Average Grant-Date Fair Value, Forfeited	0	0	0	0
Weighted-Average Grant-Date Fair Value, Cancelled	0	0	3.12	1.16
Weighted-Average Grant-Date Fair Value, Outstanding Ending Balance	1.13	1.01	1.06	$ 1.06
Weighted-Average Grant-Date Fair Value, Vested and exercisable Ending Balance	1.11	0.89	0.90
Weighted-Average Grant-Date Fair Value, Non-vested Ending Balance	$ 1.39	$ 1.82	$ 1.97
Aggregate Intrinsic Value of Outstanding Warrant Shares, Outstanding Beginning Balance	$ 1,829,999	$ 2,030,000	$ 2,030,000	$ 1,908,750
Aggregate Intrinsic Value of Outstanding Warrant Shares, Granted	0	0	0	720,000
Aggregate Intrinsic Value of Outstanding Warrant Shares, Exercised	0	0	0	0
Aggregate Intrinsic Value of Outstanding Warrant Shares, Forfeited	0	0	0	0
Aggregate Intrinsic Value of Outstanding Warrant Shares, Cancelled	0	0	0	0
Aggregate Intrinsic Value of Outstanding Warrant Shares, Outstanding Ending Balance	1,044,134	1,830,000	1,829,999	$ 2,030,000
Aggregate Intrinsic Value of Outstanding Warrant Shares, Vested and exercisable Ending Balance	1,009,056	1,351,901	1,611,068
Aggregate Intrinsic Value of Outstanding Warrant Shares, Non-vested Ending Balance	$ 35,078	$ 478,099	$ 218,931
Weighted-Average Remaining Contractual Term (in years), Outstanding Beginning Balance	4 months 24 days	9 months 18 days	8 months 12 days	1 year 1 month 6 days
Weighted-Average Remaining Contractual Terms (in years), Granted	2 years 9 months 18 days	2 years 9 months 18 days
Weighted-Average Remaining Contractual Term (in years), Outstanding Ending Balance	2 months 12 days	8 months 12 days	4 months 24 days	8 months 12 days
Weighted-Average Remaining Contractual Term (in years), Vested and exercisable Ending Balance	3 months 18 days	3 months 18 days	3 months 18 days
Weighted-Average Remaining Contractual Term (in years), Non-vested Ending Balance	2 years 9 months 18 days	1 year 7 months 6 days	1 year 6 months
Options [Member] | Maximum [Member]
Weighted-Average Exercise Price, Granted				$ 3.75
Volatility				69.00%
Risk-free rate				1.70%
Options [Member] | Minimum [Member]
Weighted-Average Exercise Price, Granted				$ 0.75
Volatility				56.40%
Risk-free rate				0.90%

STOCKHOLDERS EQUITY (Details 6)

STOCKHOLDERS EQUITY (Details 6) - USD ($)	6 Months Ended		12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Jun. 30, 2021	Jun. 30, 2020
Number of Shares, Granted	150,000	590,000	1,439,556	1,613,148
Number of Shares, Exercised	0	0	(166,667)	0
Number of Shares, Forfeited	185,185	88,888		0
Weighted average remaining contractual life, Outstanding	1 year 8 months 12 days	2 years 9 months 18 days
Number of Shares, Exercisable	7,055,736	7,241,518	7,248,702
Weighted average remaining contractual life, Exercisable	1 year 10 months 24 days	2 years 7 months 6 days
Number of Shares, Non-vested Ending Balance	1,205,486	1,118,333	1,047,706
Weighted-Average Exercise Price, Granted	$ 1.24	$ 0.75	$ 1	$ 1.44
Weighted-Average Exercise Price, Exercised	0	0	0.75	0
Weighted-Average Exercise Price, Forfeited	5	0	0	0
Weighted-Average Exercise Price, Cancelled			5.48	27
Weighted-Average Exercise Price, Non-vested Ending Balance	1.51	1.39	1.36	0.75
Weighted-Average Grant-Date Fair Value, Granted	0.66	3.15	3	2.87
Weighted-Average Grant-Date Fair Value, Exercised	0	0	0	0
Weighted-Average Grant-Date Fair Value, Cancelled			4.17	$ 13.20
Weighted-Average Grant-Date Fair Value, Vested and exercisable Ending Balance	1.50	1.69	1.78
Weighted-Average Grant-Date Fair Value, Non-vested Ending Balance	$ 2.42	$ 2.97	$ 2.75
Aggregate Intrinsic Value of Outstanding Warrant Shares, Granted		$ 1,967,500	$ 3,938,467	$ 3,724,445
Aggregate Intrinsic Value of Outstanding Warrant Shares, Cancelled			1,014,295	598,750
Aggregate Intrinsic Value of Outstanding Warrant Shares, Vested and exercisable Ending Balance	$ 2,667,549	$ 8,367,683	$ 9,897,951	$ 598,750
3.75 [Member]
Weighted average remaining contractual life, Outstanding			2 years 1 month 6 days
Number of Shares, Exercisable			3,043,073
Weighted average remaining contractual life, Exercisable			2 years 4 months 24 days
Options [Member]
Number of Shares, Outstanding Beginning Balance	3,088,333	3,377,222	3,377,222	3,512,500
Number of Shares, Outstanding Ending Balance	3,808,502	3,310,556	3,088,333	3,377,222
Number of Shares, Granted	720,169	76,667	0	568,333
Number of Shares, Exercised	0	0	222,222	0
Number of Shares, Forfeited			0	0
Weighted average remaining contractual life, Outstanding	2 months 12 days	6 months
Number of Shares, Exercisable	2,912,778	2,714,893	2,766,467
Number of Shares, Cancelled			(66,667)
Weighted average remaining contractual life, Exercisable	1 month 6 days	3 months 18 days
Number of Shares, Expired		143,333	66,667	703,611
Number of Shares, Non-vested Ending Balance	895,721	595,663	321,866
Weighted-Average Exercise Price, Outstanding Beginning Balance	$ 1.13	$ 1.10	$ 1.10	$ 0.90
Weighted-Average Exercise Price, Granted	3.46	3.75	0	2.48
Weighted-Average Exercise Price, Exercised	0	0	0.75	0
Weighted-Average Exercise Price, Forfeited	0	0	0	0
Weighted-Average Exercise Price, Cancelled	0	0	0.75	0.97
Weighted-Average Exercise Price, Outstanding Ending Balance	1.39	1.10	1.13	1.10
Weighted-Average Exercise Price, Vested and exercisable Ending Balance	0.92	0.80	0.90
Weighted-Average Exercise Price, Non-vested Ending Balance	2.91	2.49	3.07
Weighted-Average Grant-Date Fair Value, Outstanding Beginning Balance	1.06	1.06	1.06	0.75
Weighted-Average Grant-Date Fair Value, Granted	1.49	1.61	0	1.98
Weighted-Average Grant-Date Fair Value, Exercised	0	0	0	0
Weighted-Average Grant-Date Fair Value, Forfeited	0	0	0	0
Weighted-Average Grant-Date Fair Value, Cancelled	0	0	3.12	1.16
Weighted-Average Grant-Date Fair Value, Outstanding Ending Balance	1.13	1.01	1.06	$ 1.06
Weighted-Average Grant-Date Fair Value, Vested and exercisable Ending Balance	1.11	0.89	0.90
Weighted-Average Grant-Date Fair Value, Non-vested Ending Balance	$ 1.39	$ 1.82	$ 1.97
Aggregate Intrinsic Value of Outstanding Warrant Shares, Outstanding Beginning Balance	$ 1,829,999	$ 2,030,000	$ 2,030,000	$ 1,908,750
Aggregate Intrinsic Value of Outstanding Warrant Shares, Granted	0	0	0	720,000
Aggregate Intrinsic Value of Outstanding Warrant Shares, Exercised	0	0	0	0
Aggregate Intrinsic Value of Outstanding Warrant Shares, Forfeited	0	0	0	0
Aggregate Intrinsic Value of Outstanding Warrant Shares, Cancelled	0	0	0	0
Aggregate Intrinsic Value of Outstanding Warrant Shares, Outstanding Ending Balance	1,044,134	1,830,000	1,829,999	$ 2,030,000
Aggregate Intrinsic Value of Outstanding Warrant Shares, Vested and exercisable Ending Balance	1,009,056	1,351,901	1,611,068
Aggregate Intrinsic Value of Outstanding Warrant Shares, Non-vested Ending Balance	$ 35,078	$ 478,099	$ 218,931
Weighted-Average Remaining Contractual Term (in years), Outstanding Beginning Balance	4 months 24 days	9 months 18 days	8 months 12 days	1 year 1 month 6 days
Weighted-Average Remaining Contractual Term (in years), Outstanding Ending Balance	2 months 12 days	8 months 12 days	4 months 24 days	8 months 12 days
Weighted-Average Remaining Contractual Term (in years), Vested and exercisable Ending Balance	3 months 18 days	3 months 18 days	3 months 18 days
Weighted-Average Remaining Contractual Term (in years), Non-vested Ending Balance	2 years 9 months 18 days	1 year 7 months 6 days	1 year 6 months
Options [Member] | 0.75 [Member]
Number of Shares, Outstanding Beginning Balance	2,546,667
Number of Shares, Outstanding Ending Balance	2,546,667	2,768,889	2,546,667
Weighted average remaining contractual life, Outstanding	2 months 12 days	3 months 18 days	2 years 2 months 12 days
Number of Shares, Exercisable	2,594,444	2,543,782	4,082,667
Weighted average remaining contractual life, Exercisable	2 years 10 months 24 days	2 months 12 days	2 years 2 months 12 days
Options [Member] | 1.50 [Member]
Number of Shares, Outstanding Beginning Balance	200,000
Number of Shares, Outstanding Ending Balance	200,000	166,667	200,000
Weighted average remaining contractual life, Outstanding		9 months 18 days	3 months 18 days
Number of Shares, Exercisable	200,000	200,000	200,000
Weighted average remaining contractual life, Exercisable		8 months 12 days	3 months 18 days
Options [Member] | 2.61 [Member]
Number of Shares, Outstanding Ending Balance	383,500
Weighted average remaining contractual life, Outstanding	3 years 6 months
Options [Member] | 3.75 [Member]
Number of Shares, Outstanding Beginning Balance	341,666
Number of Shares, Outstanding Ending Balance	408,334	341,667	341,666
Weighted average remaining contractual life, Outstanding	1 year 6 months	2 years 2 months 12 days	1 year 8 months 12 days
Number of Shares, Exercisable	118,333	4,444	92,778
Weighted average remaining contractual life, Exercisable	1 year 2 months 12 days	1 year 3 months 18 days	1 year 7 months 6 days
Black-Scholes Options [Member]
Weighted-Average Exercise Price, Granted		$ 3.75
Black-Scholes Options [Member] | 1.49 [Member]
Weighted average remaining contractual life, Outstanding	3 years 6 months
Number of shares, outstanding	10,000
Black-Scholes Options [Member] | 2.08 [Member]
Weighted average remaining contractual life, Outstanding	2 years 4 months 24 days
Number of shares, outstanding	258,334

STOCKHOLDERS EQUITY (Details 7)

STOCKHOLDERS EQUITY (Details 7) - shares	6 Months Ended		12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Jun. 30, 2021
Weighted average remaining contractual life, Outstanding	1 year 8 months 12 days	2 years 9 months 18 days
Number of Shares, Exercisable	7,055,736	7,241,518	7,248,702
Weighted average remaining contractual life, Exercisable	1 year 10 months 24 days	2 years 7 months 6 days
3.75 [Member]
Weighted average remaining contractual life, Outstanding			2 years 1 month 6 days
Number of Shares, Exercisable			3,043,073
Weighted average remaining contractual life, Exercisable			2 years 4 months 24 days
Options [Member]
Number of Shares, Outstanding Ending Balance	3,808,502	3,310,556	3,088,333
Weighted average remaining contractual life, Outstanding	2 months 12 days	6 months
Number of Shares, Exercisable	2,912,778	2,714,893	2,766,467
Weighted average remaining contractual life, Exercisable	1 month 6 days	3 months 18 days
Options [Member] | 1.50 [Member]
Number of Shares, Outstanding Ending Balance	200,000	166,667	200,000
Weighted average remaining contractual life, Outstanding		9 months 18 days	3 months 18 days
Number of Shares, Exercisable	200,000	200,000	200,000
Weighted average remaining contractual life, Exercisable		8 months 12 days	3 months 18 days
Options [Member] | 0.75 [Member]
Number of Shares, Outstanding Ending Balance	2,546,667	2,768,889	2,546,667
Weighted average remaining contractual life, Outstanding	2 months 12 days	3 months 18 days	2 years 2 months 12 days
Number of Shares, Exercisable	2,594,444	2,543,782	4,082,667
Weighted average remaining contractual life, Exercisable	2 years 10 months 24 days	2 months 12 days	2 years 2 months 12 days
Options [Member] | 3.75 [Member]
Number of Shares, Outstanding Ending Balance	408,334	341,667	341,666
Weighted average remaining contractual life, Outstanding	1 year 6 months	2 years 2 months 12 days	1 year 8 months 12 days
Number of Shares, Exercisable	118,333	4,444	92,778
Weighted average remaining contractual life, Exercisable	1 year 2 months 12 days	1 year 3 months 18 days	1 year 7 months 6 days
Options [Member] | 2017 EQUITY INCENTIVE PLAN [Member]
Number of Shares, Outstanding Ending Balance			3,088,333
Weighted average remaining contractual life, Outstanding			6 months
Number of Shares, Exercisable			2,766,467
Weighted average remaining contractual life, Exercisable			4 months 24 days
Option [Member] | 0.75 [Member]
Number of Shares, Outstanding Ending Balance			2,546,667
Weighted average remaining contractual life, Outstanding			2 months 12 days
Number of Shares, Exercisable			2,473,689
Weighted average remaining contractual life, Exercisable			2 months 12 days
Option [Member] | 3.75 [Member]
Number of Shares, Outstanding Ending Balance			341,667
Weighted average remaining contractual life, Outstanding			2 years
Number of Shares, Exercisable			92,778
Weighted average remaining contractual life, Exercisable			1 year 10 months 24 days

STOCKHOLDERS EQUITY (Details Na

STOCKHOLDERS EQUITY (Details Narrative) - USD ($)	May 14, 2021	May 13, 2021	May 10, 2021	Jun. 13, 2017	Aug. 31, 2021	Jul. 31, 2021	May 21, 2021	Apr. 22, 2021	Jan. 31, 2021	Jun. 30, 2020	Dec. 31, 2021	Dec. 31, 2020	Sep. 30, 2020	Dec. 31, 2021	Dec. 31, 2020	Dec. 01, 2016	Jun. 30, 2021	Jun. 30, 2020	Jan. 31, 2022	Oct. 28, 2021	May 31, 2020
Price per share									$ 2.6715				$ 0.75
Decrease in authorized shares														315,000,000		615,000,000	315,000,000
Common stock, shares outstanding										15,454,623	43,659,616			43,659,616			39,496,588	15,454,623
Common stock, shares issued										15,464,623	43,659,616			43,659,616			39,496,588	15,464,623
Common stock, shares authorized										300,000,000	300,000,000			300,000,000			300,000,000	300,000,000
Common stock, shares par value										$ 0.001	$ 0.001			$ 0.001			$ 0.001	$ 0.001
Preferred stock, shares authorized										15,000,000	15,000,000			15,000,000			15,000,000	15,000,000
Unvested warrants expense																	$ 1,048,000
Common stock shares issued upon conversion of debt and equity													1,733,334		1,733,334
Shares issuable upon conversion of stock																	18,158,768
Convertible promissory note													$ 1,300,000	$ 0	$ 156,000			$ 1,300,000
Reverse stock split desciption										Board of Directors to effect a reverse stock split of our common stock at a certain exchange ratios from 1:10 to 1:15 with our Board of Directors retaining the discretion as to whether to implement
Preferred stock, shares par value										$ 0.01	$ 0.01			$ 0.01			$ 0.01	$ 0.01
Class of warrants or rights outstanding											8,296,408		8,341,333	8,296,408
Class of warrants or rights outstanding, intrinsic value											$ 12,158,467		$ 11,023,795	$ 12,158,467
Restricted shares held in escrow									2,666,667
Public offering common stock and warrants								5,783,133									5,783,133
Aggregate gross proceeds from public offering								$ 24,000,000									$ 20,702,000	$ 0
Net proceeds of public offering								$ 20,702,000
Issuance of common stock																		660,000
Issuance of common stock related to stock payable														104,000	0		1,300,000	$ 443,000
Cancellations of common stock																		416,667
Stock payable																	$ 1,210,000
Common stock shares issued																	452,929	1,733,334
Public offering price								$ 4.15									$ 4.15
Warrants exercised						650,000
Warrants, outstanding																			25,000
cash											5,982,000			$ 5,982,000			$ 9,628,000
Unamortized deferred compensation balance unvested shares														2,885,204			9,318,000
Interest expense														$ 3,000	0		$ 0	$ 29,000
Professional Fees											$ 300,000	$ 350,000		$ 868,000	$ 1,138,000		$ 1,332,000	$ 1,028,000
Number of Shares, Granted														150,000	590,000		1,439,556	1,613,148
Weighted-Average Exercise Price, Granted														$ 1.24	$ 0.75		$ 1	$ 1.44
Employment Contracts [Member]
Shares Issue											66,666
Average closing price											$ 1.56			1.56
Stock-based compensation											$ 104,000
Vendor Agreement [Member]
Shares Issue											20,000
Average closing price											$ 2.01			2.01
Professional Fees											$ 40,000
Maximum [Member]
Price per share										3.75							3.75	3.75
Weighted-Average Exercise Price, Granted														3.75	3		3.75	3.75
Minimum [Member]
Price per share										0.75							0.75	0.75
Weighted-Average Exercise Price, Granted														$ 1.49	0.75		$ 0.75	$ 0.75
Warrant [Member]
Warrants, exercise price												$ 0.75			$ 0.75
Number of securities called by warrants												40,000			40,000
Warrants, fair value												$ 124,000			$ 124,000
Fair value of adjustmnet of warrants											41,000	$ 41,000
Warrants, vesting period												3 years
Warrants, intrinsic value											$ 2,944,984	$ 1,044,134		$ 2,944,984	$ 1,044,134
Warrants, outstanding											8,261,223	8,359,851		8,261,223	8,359,851
Warrant shares with an intrinsic value											$ 1,044,134			$ 1,044,134
Common stock shares											76,667	0
Common stock shares value											$ 114,000
Compensation for vested portion of options											0	$ 263,000
Compensation of unvested options											$ 896,000	$ 596,000
Weighted average remaining life											2 years 9 months 18 days	1 year 7 months 6 days
Number of Shares, Granted																	1,439,556	1,613,148
Weighted-Average Exercise Price, Granted																	$ 1	$ 1.44
Warrant [Member] | Maximum [Member]
Weighted-Average Exercise Price, Granted																	3.75	3.75
Warrant [Member] | Minimum [Member]
Weighted-Average Exercise Price, Granted																	$ 0.75	$ 0.75
CONVERSION OF CONVERTIBLE NOTE PAYABLES [Member]
Issuance of common stock																	746,069
Convertible note payables																	$ 1,750,000
Conversion price per share																	$ 2.15
Convertible Promissory Notes [Member]
Compensation expenses																		$ 209,000
Warrants, exercise price										$ 0.75								$ 0.75
Warrants, fair value										$ 209,000								$ 209,000
Warrants issued																		333,333
Convertible promissory note holder 3 [Member]
Common stock shares issued upon conversion of debt and equity															56,000
Conversion price per share													$ 3.75
Convertible promissory note elected to be converted															$ 200,000
Convertible promissory note holder 1 [Member]
Common stock shares issued upon conversion of debt and equity															387,223
Conversion price per share													3
Convertible promissory note elected to be converted															$ 1,000,000
Convertible promissory note holder 2 [Member]
Common stock shares issued upon conversion of debt and equity															56,000
Conversion price per share													$ 3.75
Convertible promissory note elected to be converted															$ 200,000
Note Holder [Member]
Warrants, exercise price										$ 3.75								$ 3.75
Warrants, fair value										$ 47,000								$ 47,000
Convertible promissory note, converted into common shares																		26,666
Interest expense																		$ 47,000
Series A Preferred Stock [Member]
Preferred stock, shares authorized										5,000,000	5,000,000			5,000,000			5,000,000	5,000,000
Preferred stock, shares par value										$ 0.01	$ 0.01			$ 0.01			$ 0.01	$ 0.01
Preferred stock, shares issued										720,000	720,000			720,000			720,000	720,000
Preferred stock, shares outstanding										720,000	720,000			720,000			720,000	720,000
Reverse Stock Split [Member]
Common stock, shares authorized																	600,000,000				600,000,000
Common stock, shares par value																	$ 0.001				$ 0.001
Preferred stock, shares authorized																	15,000,000				15,000,000
Preferred stock, shares par value																	$ 0.20				$ 0.20
Series B Convertible Preferred Stock [Member]
Conversion price per share			$ 4.20
Series C Convertible Preferred Stock [Member]
Conversion price per share			0.75
Series D Convertible Preferred Stock [Member]
Conversion price per share			$ 3.75
Board of Directors Chairman [Member] | Warrant [Member]
Warrants, exercise price											$ 1.24			$ 1.24
Number of securities called by warrants											150,000			150,000
Warrants, fair value											$ 98,000			$ 98,000
Vested Options [Member] | Warrant [Member]
Compensation expenses																	$ 3,176,000	$ 3,593,000
Series B Convertible Preferred Stocks [Member]
Price per share																	$ 4.20
Preferred stock, shares authorized										3,000,000	3,000,000			3,000,000			3,000,000	3,000,000
Common stock shares issued upon conversion of debt and equity			594,048
Shares issuable upon conversion of stock																	594,048
Preferred stock, shares par value										$ 0.01	$ 0.01			$ 0.01			$ 0.01	$ 0.01
Common stock shares issued			594,048
Preferred stock, shares issued										2,495,000	0			0			0	2,495,000
Convertible preferred stock available at conversion			2,495,000
Preferred stock, shares outstanding										2,495,000	0			0			0	2,495,000
Series C Convertible Preferred Stocks [Member]
Price per share																	$ 0.074
Preferred stock, shares authorized										1,200,000	1,200,000			1,200,000			1,200,000	1,200,000
Common stock shares issued upon conversion of debt and equity			12,287,386
Shares issuable upon conversion of stock																	12,287,386
Preferred stock, shares par value										$ 0.01	$ 0.01			$ 0.01			$ 0.01	$ 0.01
Common stock shares issued			1,979,000
Preferred stock, shares issued										911,149	0			0			0	911,149
Convertible preferred stock available at conversion			911,149
Preferred stock, shares outstanding										911,149	0			0			0	911,149
Series D Convertible Preferred Stocks [Member]
Price per share																	$ 0.375
Preferred stock, shares authorized										2,500,000	2,500,000			2,500,000			2,500,000	2,500,000
Common stock shares issued upon conversion of debt and equity			5,277,334
Shares issuable upon conversion of stock																	5,277,334
Preferred stock, shares par value										$ 0.01	$ 0.01			$ 0.01			$ 0.01	$ 0.01
Common stock shares issued			18,158,768
Preferred stock, shares issued										1,979,000	0			0			0	1,979,000
Convertible preferred stock available at conversion			5,277,334
Preferred stock, shares outstanding										1,979,000	0			0			0	1,979,000
Series B Preferred Stock
Preferred stock, shares authorized																	3,000,000
Preferred stock, shares issued										2,495,000								2,495,000
Series C Preferred Stock
Preferred stock, shares authorized																	1,200,000
Preferred stock, shares issued										911,149								911,149
Series D Preferred Stock
Preferred stock, shares authorized																	2,500,000
Preferred stock, shares issued										1,979,000								1,979,000
Jeffrey Schwartz [Member]
Issuance of common stock		122,183
Warrants exercised	222,222	166,667
Closing price		$ 2.81
Robert Schwartz [Member]
Issuance of common stock	165,145
Warrants exercised	222,222
Closing price	$ 2.92
Fintech Patform Redeeem, LLC [Member]
Conversion price per share							$ 2.6715
Acquire of assets and liabilities							$ 2,600,000
cash							1,200,000
Specific liabilities							166,000
Acquire by common stock							1,200,000
Common stock , vested, value							$ 9,680,000
Common stock vested , shares							3,623,433
Stock payable to related party							$ 1,210,000
Unamortized deferred compensation balance unvested shares														3,186,606
Common stock shares issued and held in ESCROW					3,623,433
Investors [Member]
Price per share																	$ 1.95
Warrants, exercise price										$ 3.75								$ 3.75
Warrants, fair value										$ 539,000							$ 1,835,000	$ 539,000
Warrants issued															400,000		480,000	231,667
Expenses																	$ 413,000	$ 353,000
Investors [Member] | Maximum [Member]
Warrants, exercise price																	$ 1.95
Investors [Member] | Minimum [Member]
Warrants, exercise price																	0.75
Directors and consultants [Member] | Maximum [Member]
Warrants, exercise price																	3.75
Directors and consultants [Member] | Minimum [Member]
Warrants, exercise price																	$ 0.75
Directors and consultants [Member] | Warrant [Member]
Convertible note payables													$ 475,000
Compensation expenses															$ 7,000		$ 2,062,000
Warrants, fair value																	$ 2,491,000
Warrants issued															156,667		832,223
Compensation expenses related to vested warrants															$ 154,000
Compensation expenses related to unvested warrants															$ 143,000
2017 Equity Incentive Plan [Member]
Shares issuable upon conversion of stock				3,333,334
Public offering common stock and warrants				3,333,334				5,783,133									5,783,133
Aggregate gross proceeds from public offering								$ 24,000,000
Net proceeds of public offering								$ 20,702,000
Public offering price								$ 4.15
2021 Equity Incentive Plan [Member]
Number of shares authorized																				12,000,000
2021 Equity Incentive Plan [Member] | Restricted Stock Units (RSUs) [Member] | Executive Officers and Directors [Member]
Non-vested equity intrument other than options, outstanding											4,600,000			4,600,000
2021 Equity Incentive Plan [Member] | Restricted Stock Units (RSUs) [Member] | Employees [Member]
Non-vested equity intrument other than options, outstanding											1,500,000			1,500,000
ISO's Awards [Member] | Certain Employees [Member]
Shares issuable upon conversion of stock											76,667			76,667
Compensation expenses											$ 0	$ 263,000
Compensation expenses related to unvested warrants											896,000	$ 596,000
Shares issuable upon conversion of stock, value											114,000
Compensation relating to vested portion of options											$ 106,000
Compensation expenses related to unvested warrants weighted average remaining term												1 year 7 months 6 days
ISO's Awards [Member] | Maximum [Member] | Certain Employees [Member]
Price per share											$ 3.75			$ 3.75
ISO's Awards [Member] | Minimum [Member] | Certain Employees [Member]
Price per share											$ 1.49			$ 1.49
ISO's Awards [Member] | Employees and Directors [Member]
Number of Shares, Granted																		568,333
Share-based compensation expense																		$ 135,000
Share-based compensation expense, reversal																		71,000
Stock options granted, fair value										$ 1,300,000								$ 1,300,000
ISO's Awards [Member] | Employees and Directors [Member] | Maximum [Member]
Weighted-Average Exercise Price, Granted																		$ 3.75
ISO's Awards [Member] | Employees and Directors [Member] | Minimum [Member]
Weighted-Average Exercise Price, Granted																		$ 0.75
ISO's Awards [Member] | Vested Options [Member]
Compensation expenses																	$ 881,000	$ 671,000
Unrecognized share-based compensation																	$ 633,000	$ 1,753,000

DISAGGREGATION OF REVENUE LONGL

DISAGGREGATION OF REVENUE LONGLIVED ASSETS (Details) - USD ($)	3 Months Ended		6 Months Ended		12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2021	Dec. 31, 2020	Jun. 30, 2021	Jun. 30, 2020
Project revenues, net	$ 6,994,000	$ 4,451,000	$ 15,343,000	$ 8,583,000	$ 16,192,000	$ 24,613,000
Project fees [Member]
Project revenues, net	3,129,000	1,488,000	8,001,000	3,641,000	6,418,000	6,816,000
Other Revenue [Member]
Project revenues, net	19,000	0	23,000	0	24,000	6,000
Fee Income [Member]
Project revenues, net	1,317,000	1,030,000	2,593,000	1,759,000	3,581,000	5,420,000
Reimbursement Income [Member]
Project revenues, net	2,079,000	1,410,000	3,815,000	2,095,000	4,029,000	9,177,000
Retainer Fees [Member]
Project revenues, net	$ 450,000	$ 523,000	$ 911,000	$ 1,088,000	$ 2,140,000	$ 3,194,000

DISAGGREGATION OF REVENUE LON_3

DISAGGREGATION OF REVENUE LONGLIVED ASSETS (Details 1) - USD ($)	3 Months Ended		6 Months Ended		12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2021	Dec. 31, 2020	Jun. 30, 2021	Jun. 30, 2020
Project revenues, net	$ 6,994,000	$ 4,451,000	$ 15,343,000	$ 8,583,000	$ 16,192,000	$ 24,613,000
United Kingdom [Member]
Project revenues, net	2,555,000	2,123,000	4,825,000	2,952,000	5,922,000	8,659,000
United States [Member]
Project revenues, net	$ 4,439,000	$ 2,328,000	$ 10,518,000	$ 5,631,000	$ 10,270,000	$ 15,954,000

DISAGGREGATION OF REVENUE LON_4

DISAGGREGATION OF REVENUE LONGLIVED ASSETS (Details 2) - USD ($)	3 Months Ended		6 Months Ended		12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2021	Dec. 31, 2020	Jun. 30, 2021	Jun. 30, 2020
Gross profit					$ 8,688,000	$ 12,977,000
Project profit, net	$ 3,411,000	$ 2,312,000	$ 6,923,000	$ 4,164,000
United Kingdom [Member]
Gross profit					3,435,000	4,893,000
Project profit, net	1,472,000	923,000	2,541,000	1,472,000
United States [Member]
Gross profit					$ 5,253,000	$ 8,084,000
Project profit, net	$ 1,939,000	$ 1,389,000	$ 4,382,000	$ 2,692,000

DISAGGREGATION OF REVENUE LON_5

DISAGGREGATION OF REVENUE LONGLIVED ASSETS (Details 3) - USD ($)	3 Months Ended		6 Months Ended		12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2021	Dec. 31, 2020	Jun. 30, 2021	Jun. 30, 2020
Net loss			$ (6,249,000)	$ (4,544,000)	$ (15,997,000)	$ (14,447,000)
Total net loss	$ (4,110,000)	$ (623,000)	(6,249,000)	(4,544,000)
United Kingdom [Member]
Net loss					(1,129,000)	(3,153,000)
Total net loss	64,000	97,000	(288,000)	(585,000)
United States [Member]
Net loss					$ (14,868,000)	$ (11,294,000)
Total net loss	$ (4,174,000)	$ (720,000)	$ (5,961,000)	$ (3,959,000)

DISAGGREGATION OF REVENUE LON_6

DISAGGREGATION OF REVENUE LONGLIVED ASSETS (Details 4) - USD ($)	Dec. 31, 2021	Jun. 30, 2021	Jun. 30, 2020
Accumulated depreciation	$ (1,224,000)	$ (1,175,000)	$ (1,118,000)
Net book value	374,000	343,000	344,000
Property plant and equipment	1,598,000	1,518,000	1,462,000
United Kingdom [Member]
Accumulated depreciation	(313,000)	(308,000)	(348,000)
Net book value	62,000	53,000	46,000
Property plant and equipment	375,000	361,000	394,000
United States [Member]
Accumulated depreciation	(911,000)	(867,000)	(770,000)
Net book value	312,000	290,000	298,000
Property plant and equipment	1,223,000	1,157,000	1,068,000
Website Design [Member]
Property plant and equipment	6,000	6,000	6,000
Tenant Incentives [Member]
Property plant and equipment	145,000	145,000	145,000
Computer Equipment [Member]
Property plant and equipment	746,000	697,000	620,000
Computer Equipment [Member] | United Kingdom [Member]
Property plant and equipment	247,000	229,000
Office Machine & Equipment [Member]
Property plant and equipment	96,000	97,000	89,000
Leasehold Improvements [Member]
Property plant and equipment	138,000	135,000	173,000
Furniture & Fixtures [Member]
Property plant and equipment	467,000	438,000	429,000
Computer Equipment [Member] | United States [Member]
Property plant and equipment	499,000	468,000	460,000
Office Machine & Equipment [Member] | United Kingdom [Member]
Property plant and equipment	44,000	46,000	36,000
Office Machine & Equipment [Member] | United States [Member]
Property plant and equipment	52,000	51,000	53,000
Furniture & Fixtures [Member] | United Kingdom [Member]
Property plant and equipment	84,000	86,000	79,000
Furniture & Fixtures [Member] | United States [Member]
Property plant and equipment	383,000	352,000
Leasehold Improvements [Member] | United Kingdom [Member]
Property plant and equipment	0	0	119,000
Leasehold Improvements [Member] | United States [Member]
Property plant and equipment	138,000	135,000
Tenant Incentives[Member] | United Kingdom [Member]
Property plant and equipment	0	0	0
Tenant Incentives[Member] | United States [Member]
Property plant and equipment	0	145,000
Website Design [Member] | United Kingdom [Member]
Property plant and equipment	0	0	$ 0
Website Design [Member] | United States [Member]
Property plant and equipment	$ 6,000	$ 6,000

DISAGGREGATION OF REVENUE LON_7

DISAGGREGATION OF REVENUE LONGLIVED ASSETS (Details 5) - USD ($)	3 Months Ended		6 Months Ended		12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2021	Dec. 31, 2020	Jun. 30, 2021	Jun. 30, 2020
Accumulated amortization	$ (8,006,000)		$ (8,006,000)		$ (7,662,000)	$ (8,612,000)
Impairment intangible assets	0	$ 0	0	$ 0	0	1,867,000
Net book value	2,259,000		2,259,000		2,603,000	4,191,000
Goodwill	19,368,000		19,368,000		19,368,000	17,362,000
Intangible assets, gross	10,265,000		10,265,000		10,265,000
United States [Member]
Accumulated amortization	(8,006,000)		(8,006,000)		(7,662,000)	(5,494,000)
Impairment intangible assets						0
Net book value	2,259,000		2,259,000		2,603,000	4,191,000
Goodwill					9,831,000	9,831,000
Intangible assets, gross						9,685,000
United Kingdom [Member]
Accumulated amortization	0		0		0	(3,118,000)
Impairment intangible assets						1,867,000
Net book value	0		0		0	0
Goodwill					7,531,000	7,531,000
Intangible assets, gross	0		0		0	4,985,000
Customer Relationship [Member]
Intangible assets, gross	4,960,000		4,960,000		4,960,000	8,510,000
Customer Relationship [Member] | United States [Member]
Intangible assets, gross	4,960,000		4,960,000		4,960,000	4,960,000
Customer Relationship [Member] | United Kingdom [Member]
Intangible assets, gross	0		0		0	3,550,000
Technology [Member]
Intangible assets, gross	520,000		520,000		520,000	0
Technology [Member] | United States [Member]
Intangible assets, gross	520,000		520,000		520,000
Technology [Member] | United Kingdom [Member]
Intangible assets, gross	0		0		0
Workforce Acquired [Member]
Intangible assets, gross	2,125,000		2,125,000		2,125,000	2,790,000
Non-Core Customer Relationships [Member]
Intangible assets, gross	760,000		760,000		760,000	760,000
Non-Compete Agreements [Member]
Intangible assets, gross	1,430,000		1,430,000		1,430,000	2,200,000
Non-Compete Agreements [Member] | United States [Member]
Intangible assets, gross	1,430,000		1,430,000		1,430,000	1,430,000
Non-Compete Agreements [Member] | United Kingdom [Member]
Intangible assets, gross	0		0		0	770,000
Tradename [Member]
Intangible assets, gross	470,000		470,000		470,000	410,000
Tradename [Member] | United States [Member]
Intangible assets, gross	470,000		470,000		470,000	410,000
Tradename [Member] | United Kingdom [Member]
Intangible assets, gross	0		0		0	0
Non-Compete Agreement [Member]
Intangible assets, gross					1,430,000	2,200,000
Non-Core Customer Relationships [Member] | United States [Member]
Intangible assets, gross	760,000		760,000		760,000	760,000
Non-Core Customer Relationships [Member] | United Kingdom [Member]
Intangible assets, gross	0		0		0	0
Workforce Acquired [Member] | United States [Member]
Intangible assets, gross	2,125,000		2,125,000		2,125,000	$ 2,125,000
Workforce Acquired [Member] | United Kingdom [Member]
Intangible assets, gross	$ 0		$ 0		$ 0

SUBSEQUENT EVENTS (Details Narr

SUBSEQUENT EVENTS (Details Narrative) - USD ($)	Aug. 30, 2021	Jul. 14, 2021	May 21, 2021	May 02, 2017	Apr. 06, 2016	Jan. 09, 2014	Jan. 31, 2022	Sep. 30, 2021	Jul. 31, 2021	Jun. 30, 2021	Apr. 22, 2021	Feb. 01, 2020	Feb. 01, 2018	Dec. 31, 2021	Jun. 30, 2021
Purchase of common stock									383,500
Options									650,000
Settlement amount agreement		$ 905,000
Legal dispute payment									$ 115,000
price per share	$ 2.6715								$ 2.61
Options , value									$ 500,000
Issuance of common stock, amount	$ 9,680,000
Equity incentive plan shares							6,100,000
Term period							2 years
Warrants issued							25,000
Issuance of common stock											5,783,133				5,783,133
Total purchase price															$ 2,586,000
Subsequent Event [Member] | Restricted Stock Units (RSUs) [Member]
Warrants issued							1,500,000
Subsequent Event [Member] | Executive Officers And Directors [Member]
Equity incentive plan shares							4,600,000
REDEEEM SHARES ISSUED RELATING TO ACQUISITIONC [Member]
price per share										$ 2.6715					$ 2.6715
Issuance of common stock	452,929
Assets acquisions										$ 9,680,000
Total purchase price			$ 1,210,000
Lease Agreement [Member]
Lease expense increased amount				$ 34,278	$ 22,432	$ 19,230		$ 8,389				$ 42,265	$ 4,120	$ 8,390

ACQUISITIONS (Details)

ACQUISITIONS (Details) - USD ($)	6 Months Ended		12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Jun. 30, 2021
ACQUISITIONS
Cash paid at Closing			$ 1,210,000
Fair value of common stock to be issued	$ 0	$ 1,300,000	1,210,000
Payment of assumed liabilities			166,000
Total purchase price			$ 2,586,000

ACQUISITIONS (Details 1)

ACQUISITIONS (Details 1)	12 Months Ended
	Jun. 30, 2021USD ($)
Intangible assets	$ 580,000
Goodwill	2,006,000
Total purchase price	2,586,000
Technology [Member]
Total purchase price	520,000
Tradename [Member]
Total purchase price	$ 60,000

ACQUISITIONS (Details 2)

ACQUISITIONS (Details 2) - USD ($)	3 Months Ended		6 Months Ended		12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2021	Dec. 31, 2020	Jun. 30, 2021	Jun. 30, 2020
Cost of revenues	$ (3,583,000)	$ (2,139,000)	$ (8,420,000)	$ (4,419,000)	$ (7,504,000)	$ (11,636,000)
Gross profit	$ 3,411,000	$ 2,312,000	6,923,000	4,164,000	8,688,000	12,977,000
Net loss			$ (6,249,000)	$ (4,544,000)	$ (15,997,000)	$ (14,447,000)
Basic loss per share	$ (0.09)	$ (0.04)	$ (0.15)	$ (0.26)	$ (1.03)	$ (0.94)
Redeeem, LLC [Member]
Project Revenues					$ 16,217,000	$ 24,662,000
Cost of revenues					(7,504,000)	(11,636,000)
Gross profit					8,713,000	13,026,000
Operating expenses					(25,419,000)	(25,143,000)
EBITDA					(16,706,000)	(12,117,000)
Other income and (expenses)					695,000	(2,362,000)
Net loss					$ (16,010,000)	$ (14,479,000)
Basic loss per share					$ (1.03)	$ (0.94)

ACQUISITIONS (Details 3)

ACQUISITIONS (Details 3)	12 Months Ended
	Jun. 30, 2021
Technology [Member]
Estimated life of assets	5 years
Tradename [Member]
Estimated life of assets	3 years

ACQUISITIONS (Details Narrative

ACQUISITIONS (Details Narrative) - USD ($)	1 Months Ended	12 Months Ended
	May 21, 2021	Jun. 30, 2021
Deferred compensation		$ 362,000
Payment of assumed liabilities		$ 166,000
Strike price		$ 2.6715
Total purchase price		$ 2,586,000
Stock Issued During Period, Shares, Acquisitions	452,929	3,623,433
Stock Issued During Period, Value, Acquisitions	$ 1,210,000	$ 9,680,000
Employment Agreement [Member]
Common stock value	1,210,000
Aggregate cash payment	1,210,000
Cash payment	166,000
Base salary	$ 300,000
Common stock purchase price	452,929

CONTRACT LIABILITIES (Details)

CONTRACT LIABILITIES (Details) - USD ($)	12 Months Ended
	Jun. 30, 2021	Jun. 30, 2020
CONTRACT LIABILITIES (Details)
Contract liability	$ 3,327,000	$ 5,031,000
Contract liabilities recorded June 30, 2020 and recognized fiscal year 2021	(3,327,000)	(3,516,000)
Contract liabilities relating to operations acquired in the fiscal year ending June 30, 2021	5,703,000	3,327,000
Contract liabilities relating to unused PPP funding	270,000	1,704,000
Contract liabilitie	$ 5,973,000	$ 3,327,000

LIABILITIES OF DISCONTINUED O_3

LIABILITIES OF DISCONTINUED OPERATIONS (Details) - USD ($)	Jun. 30, 2021	Jun. 30, 2020
Account payable and other accrued liabilities		$ 107,000
Roomlinx [Member]
Account payable and other accrued liabilities	$ 107,000	$ 107,000

LEGAL CONTINGENCIES (Details Na

LEGAL CONTINGENCIES (Details Narrative) - USD ($)	Jul. 14, 2021	Jan. 04, 2021	Jan. 28, 2021	Sep. 30, 2021
Damages net amount		$ 900,000
Proceeds under final award	$ 900,000
Mission Culture LLC [Member]
Amount due for services			$ 197,000	$ 905,000

Income Taxes (Details)

Income Taxes (Details) - USD ($)	6 Months Ended		12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Jun. 30, 2021	Jun. 30, 2020
Net loss	$ (6,249,000)	$ (4,544,000)	$ (15,997,000)	$ (14,447,000)
Total [Member]
Net loss			(15,997,000)	(14,447,000)
United [Member]
Net loss			(14,868,000)	(11,294,000)
Foreign [Member]
Net loss			$ (1,129,000)	$ (3,153,000)

Income Taxes (Details 1)

Income Taxes (Details 1) - USD ($)	12 Months Ended
	Jun. 30, 2021	Jun. 30, 2020
Valuation allowance,current	$ 64,000	$ 0
Valuation allowance, deferred	152,000	4,268,000
Valuation allowance, total	216,000	4,268,000
United [Member]
Income tax benefit, current	37,000	0
Income tax benefit, deferred	152,000	(3,269,000)
Income tax benefit, Total	189,000	(3,269,000)
Foreign [Member]
Income tax benefit, current	0	0
Income tax benefit, deferred	(736,000)	(533,000)
Income tax benefit, Total	(736,000)	(533,000)
State [Member]
Income tax benefit, current	27,000	0
Income tax benefit, deferred	27,000	(466,000)
Income tax benefit, Total	0	(466,000)
Subtotal [Member]
Income tax benefit, current	152,000	(4,268,000)
Income tax benefit, deferred	216,000	(4,268,000)
Income tax benefit, Total	$ 64,000	$ 0

Income Taxes (Details 2)

Income Taxes (Details 2)	12 Months Ended
	Jun. 30, 2021	Jun. 30, 2020
INCOME TAXES
Taxes calculated at federal rate,percentage	21.00%	21.00%
Foreign taxes, percentage	(0.10%)	(2.90%)
Debt settlement, percentage	2.60%	9.20%
Stock compensation, percentage	(1.20%)	(1.00%)
Change in valuation allowance	(25.40%)	(12.70%)
State taxes net of federal benefit	1.90%	0.60%
Revaluation of deferred	0.00%	0.00%
Acquisition - domestic	0.00%	0.00%
Acquisition - foreign	0.00%	0.00%
Goodwill impairment, percentage	0.00%	(2.90%)
Other adjustments	1.70%	(11.40%)
Provision for income taxes	0.40%	(0.10%)

Income Taxes (Details 3)

Income Taxes (Details 3) - USD ($)	Dec. 31, 2021	Jun. 30, 2021	Jun. 30, 2020	Dec. 31, 2019
Deferred tax assets
Net operating loss carryforwards		$ 5,320,000	$ 3,798,000	$ 3,865,000
Accounts receivable reserve		131,000	201,000
Contribution carryover		6,000	851,000
Section 163 (j) limitation		120,000	123,000
Stock based compensation		1,611,000	1,053,000
Accrued interest		89,000	127,000
Contract liabilities	$ 5,826,000	5,973,000	0
Deferred rent		0	29,000
Net right-of-use assets		1,772,000	23,000
Other accruals		0	0
Total Deferred Tax Assets		9,049,000	6,205,000
Deferred Tax Liabilities
Fixed Assets		(112,000)	(101,000)
Intangibles		(513,000)	(1,775,000)
Deferred Revenue		(179,000)	(61,000)
Total Deferred Tax Liabilities		(804,000)	(1,937,000)
Net Deferred Tax Asset		8,245,000	4,268,000
Less: valuation allowance		(8,245,000)	(4,268,000)
Net deferred tax / (liabilities)		$ 0	$ 0

Income Taxes (Details Narrative

Income Taxes (Details Narrative) - USD ($)	6 Months Ended		12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Jun. 30, 2021	Jun. 30, 2020	Dec. 31, 2019
Valuation allowance			$ 8,245,000	$ 4,268,000
Description of ownership			An ownership change is generally defined as a more than 50 percentage point increase in equity ownership by “5 percent shareholders
Operating loss			$ 1,380,000
Net operating loss carryforward			$ 5,320,000	3,798,000	$ 3,865,000
Description of income tax rate			Income tax rate to 21 percent. The Company revalued its estimated ending gross deferred tax items, previously recorded at 35 percent, using the enacted 21 percent corporate tax rate.
Description of income tax returns			Federal, State and local tax returns in October 2020 since and therefore these tax returns remain open to audit for all income tax returns filed until October 2023. No assurance concerning IRC 382,383,108,
Net loss	$ (6,249,000)	$ (4,544,000)	$ (15,997,000)	(14,447,000)
State [Member]
Net loss			6,255,000	3,564,000
Federal [Member]
Net loss			20,623,000	13,892,000
Mission Media Limited [Member]
Net operating loss carryforward			$ 38,365,000	$ 2,485,000