Troika Media (TRKA) 10-Q 23 May 22 2022 Q3 Quarterly report Financial data

Cover

Cover - shares	9 Months Ended
	Mar. 31, 2022	May 20, 2022
Cover [Abstract]
Entity Registrant Name	Troika Media Group, Inc.
Entity Central Index Key	0001021096
Document Type	10-Q
Amendment Flag	false
Current Fiscal Year End Date	--06-30
Entity Small Business	true
Entity Shell Company	false
Entity Emerging Growth Company	false
Entity Current Reporting Status	Yes
Document Period End Date	Mar. 31, 2022
Entity Filer Category	Non-accelerated Filer
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2022
Entity Common Stock Shares Outstanding		64,109,616
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	001-40329
Entity Incorporation State Country Code	NV
Entity Tax Identification Number	83-0401552
Entity Interactive Data Current	Yes
Entity Address Address Line 1	1715 N. Gower Street
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 Exchange Name	NASDAQ
Trading Symbol	TRKA
Security 12b Title	Common Shares, $.001 par value

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($)	Mar. 31, 2022	Jun. 30, 2021
Current assets:
Cash and cash equivalents	$ 42,396,000	$ 12,066,000
Accounts receivable, net	32,461,000	1,327,000
Prepaid expenses	221,000	670,000
Other assets - short term portion	150,000	1,000
Total current assets	75,228,000	14,064,000
Other assets -long term portion	1,447,000	626,000
Property and equipment, net	642,000	343,000
Operating lease right-of-use assets	9,543,000	6,887,000
Intangible assets, net	72,864,000	2,603,000
Goodwill	60,896,000	19,368,000
Total assets	220,620,000	43,891,000
Current liabilities:
Accounts payable and accrued expenses	40,808,000	8,363,000
Convertible notes payable	50,000	50,000
Note payable - related party - short term portion	120,000	200,000
Due to related parties	0	41,000
Contract liabilities	21,057,000	5,973,000
Operating lease liability - short term portion	3,781,000	3,344,000
Bank loan net of debt discount - short term portion	1,461,000	0
Derivative liabilities	1,000	13,000
Taxes payable	100,000	62,000
Stimulus loan programs- short term portion	0	22,000
Total current liabilities	67,378,000	18,068,000
Long term liabilities:
Operating lease liability - long term portion	10,514,000	5,835,000
Preferred stock liability	15,998,000	0
Warrant liability	30,639,000	0
Bank loan net of debt discount - long term portion	65,824,000	0
Acquisition liability	5,000,000
Stimulus loan programs - long term portion	0	547,000
Rental deposits	124,000	119,000
Other long-term liabilities	0	477,000
Liabilities of discontinued operations - long term portion	107,000	107,000
Total liabilities	195,584,000	25,153,000
Stockholders' equity:
Preferred stock, value	0	0
Common stock, ($0.001 par value: 800,000,000 shares authorized; 64,159,616 and 39,496,588 shares issued and outstanding as of March 31, 2022 and June 30, 2021, respectively)	64,000	40,000
Additional paid-in-capital	232,836,000	204,788,000
Stock payable	0	1,210,000
Accumulated deficit	(207,526,000)	(186,889,000)
Other Comprehensive Loss	(350,000)	(418,000)
Total stockholders' equity	25,036,000	18,738,000
Total liabilities and stockholders' equity	220,620,000	43,891,000
Series A Convertible Preferred Stocks [Member]
Stockholders' equity:
Preferred stock, value	7,000	7,000
Series E Convertible Preferred Stocks [Member]
Stockholders' equity:
Preferred stock, value	$ 5,000	$ 0

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - $ / shares	Mar. 31, 2022	Jun. 30, 2021
Preferred stock, shares par value	$ 0.01	$ 0.01
Preferred stock, shares authorized	15,000,000	15,000,000
Common stock, shares par value	$ 0.001	$ 0.001
Common stock, shares authorized	800,000,000	800,000,000
Common stock, shares issued	64,159,616	39,496,588
Common stock, shares outstanding	64,159,616	39,496,588
Series A Convertible Preferred Stocks [Member]
Preferred stock, shares par value	$ 0.01	$ 0.01
Preferred stock, shares authorized	5,000,000	5,000,000
Preferred stock, shares issued	720,000	720,000
Preferred stock, shares outstanding	720,000	720,000
Series E Convertible Preferred Stocks [Member]
Preferred stock, shares par value	$ 0.01	$ 0.01
Preferred stock, shares authorized	500,000	500,000
Preferred stock, shares issued	500,000	500,000
Preferred stock, shares outstanding	500,000	500,000

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($)	3 Months Ended		9 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Mar. 31, 2022	Mar. 31, 2021
Condensed Consolidated Statements of Operations and Comprehensive Loss
Project revenues, net	$ 15,685,000	$ 3,854,000	$ 31,028,000	$ 12,437,000
Cost of revenues	11,738,000	1,941,000	20,158,000	6,360,000
Gross profit	3,947,000	1,913,000	10,870,000	6,077,000
Operating expenses:
Selling, general and administrative expenses	14,606,000	6,813,000	27,835,000	14,864,000
Professional fees	2,577,000	136,000	3,445,000	1,274,000
Depreciation expense	33,000	34,000	91,000	95,000
Amortization expense of intangibles	396,000	540,000	739,000	1,619,000
Total operating expenses	17,612,000	7,523,000	32,110,000	17,852,000
Loss from operations	(13,665,000)	(5,610,000)	(21,240,000)	(11,775,000)
Other income (expense):
Business acquisition costs	(827,000)	0	(827,000)	0
Income from government grants	0	831,000	262,000	2,535,000
Amortization expense of note payable discount	0	0	0	(409,000)
Interest expense	(100,000)	11,000	(147,000)	(35,000)
Foreign exchange gain	1,000	(11,000)	(25,000)	(48,000)
Gain on early termination of operating lease	0	0	(3,000)	0
Gain in derivative liabilities	201,000	0	213,000	0
Other income	35,000	122,000	1,220,000	378,000
Other expenses	0	1,000	0	154,000
Total other income (expense)	(690,000)	954,000	693,000	2,575,000
Net loss from continuing operations before income tax	(14,355,000)	(4,656,000)	(20,547,000)	(9,200,000)
Provision for income tax	(33,000)	(23,000)	(90,000)	(23,000)
Net loss attributable to common stockholders	(14,388,000)	(4,679,000)	(20,637,000)	(9,223,000)
Foreign currency translation adjustment	36,000	(130,000)	68,000	(629,000)
Comprehensive loss	$ (14,352,000)	$ (4,809,000)	$ (20,569,000)	$ (9,852,000)
Basic earnings (loss) per share	$ (0.30)	$ (0.31)	$ (0.47)	$ (0.55)
Weighted average basic shares	48,051,751	15,110,400	44,325,690	16,784,773

Consolidated Statements of Stoc

Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($)	Total	Series B Preferred Stock	Series C Preferred Stock	Series D Preferred Stock	Common Stock	Series A Preferred Stock	Series E Preferred Stock [Member]	Additional Paidin Capital	Stock Payable	Accumulated Deficit	Accumulated other comprehensive loss
Balance, shares at Jun. 30, 2020		2,495,000	911,149	1,979,000	15,454,623	720,000
Balance, amount at Jun. 30, 2020	$ 7,000,000	$ 25,000	$ 9,000	$ 20,000	$ 16,000	$ 7,000	$ 0	$ 176,262,000	$ 1,300,000	$ (170,892,000)	$ 253,000
Sale of preferred stock - series D	0
Retirement of common stock	0
Issuance of common stock related to convertible note payables, shares					499,222
Issuance of common stock related to convertible note payables, amount	1,400,000				$ 0			1,400,000	0
Issuance of common stock related to stock payable, shares					1,733,334
Issuance of common stock related to stock payable, amount	0				$ 2,000			1,298,000	(1,300,000)
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 loss	(93,000)										(93,000)
Net loss	(3,921,000)									(3,921,000)
Balance, shares at Sep. 30, 2020		2,495,000	911,149	1,979,000	17,687,179	720,000
Balance, amount at Sep. 30, 2020	4,710,000	$ 25,000	$ 9,000	$ 20,000	$ 18,000	$ 7,000	0	179,284,000	0	(174,813,000)	160,000
Balance, shares at Jun. 30, 2020		2,495,000	911,149	1,979,000	15,454,623	720,000
Balance, amount at Jun. 30, 2020	7,000,000	$ 25,000	$ 9,000	$ 20,000	$ 16,000	$ 7,000	0	176,262,000	1,300,000	(170,892,000)	253,000
Stock-based compensation on options	700,000
Stock-based compensation on warrants	2,882,000
Net loss	9,223,000
Beneficial conversion features on convertible promissory notes	144,000
Balance, shares at Mar. 31, 2021		2,495,000	911,149	1,979,000	15,020,512	720,000
Balance, amount at Mar. 31, 2021	2,458,000	$ 25,000	$ 9,000	$ 20,000	$ 15,000	$ 7,000	0	182,717,000	156,000	(180,115,000)	(376,000)
Balance, shares at Sep. 30, 2020		2,495,000	911,149	1,979,000	17,687,179	720,000
Balance, amount at Sep. 30, 2020	4,710,000	$ 25,000	$ 9,000	$ 20,000	$ 18,000	$ 7,000	0	179,284,000	0	(174,813,000)	160,000
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
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
Foreign currency translation gain	(406,000)										(406,000)
Balance, shares at Dec. 31, 2020		2,495,000	911,149	1,979,000	17,687,179	720,000
Balance, amount at Dec. 31, 2020	4,560,000	$ 25,000	$ 9,000	$ 20,000	$ 18,000	$ 7,000	0	180,007,000	156,000	(175,436,000)	(246,000)
Stock-based compensation on options	271,000							271,000
Stock-based compensation on warrants	2,427,000							2,427,000
Imputed interest on convertible note payable	9,000							9,000
Net loss	(4,679,000)									(4,679,000)
Beneficial conversion features on convertible promissory notes	0							0
Warrants granted for convertible promissory note	0							0
Foreign currency translation gain	(130,000)										(130,000)
Retirement of common stock, shares					(2,666,667)
Retirement of common stock, amount	0				$ (3,000)			3,000
Balance, shares at Mar. 31, 2021		2,495,000	911,149	1,979,000	15,020,512	720,000
Balance, amount at Mar. 31, 2021	2,458,000	$ 25,000	$ 9,000	$ 20,000	$ 15,000	$ 7,000	0	182,717,000	156,000	(180,115,000)	(376,000)
Balance, shares at Jun. 30, 2021					39,496,588	720,000
Balance, amount at Jun. 30, 2021	18,738,000	0	0	0	$ 40,000	$ 7,000	0	204,788,000	1,210,000	(186,889,000)	(418,000)
Stock-based compensation on options	107,000							107,000
Stock-based compensation on warrants	67,000							67,000
Net loss	(2,139,000)	0	0	0	$ 0	$ 0	0	0	0	(2,139,000)	0
Beneficial conversion features on convertible promissory notes	0
Foreign currency translation gain	31,000										31,000
Common stock issued relating to Redeeem acquisition, shares					452,929
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	0	0	0	$ 44,000	$ 7,000	0	206,973,000	0	(189,028,000)	(387,000)
Balance, shares at Jun. 30, 2021					39,496,588	720,000
Balance, amount at Jun. 30, 2021	18,738,000	0	0	0	$ 40,000	$ 7,000	$ 0	204,788,000	1,210,000	(186,889,000)	(418,000)
Stock-based compensation on options	509,000
Stock-based compensation on warrants	854,000
Net loss	20,637,000
Beneficial conversion features on convertible promissory notes	0
Balance, shares at Mar. 31, 2022					64,159,616	720,000	500,000
Balance, amount at Mar. 31, 2022	25,036,000	0	0	0	$ 64,000	$ 7,000	$ 5,000	232,836,000		(207,526,000)	(350,000)
Balance, shares at Sep. 30, 2021					43,572,950	720,000
Balance, amount at Sep. 30, 2021	17,609,000	0	0	0	$ 44,000	$ 7,000	0	206,973,000	0	(189,028,000)	(387,000)
Stock-based compensation on options	106,000							106,000
Stock-based compensation on warrants	57,000							57,000
Net loss	(4,110,000)									(4,110,000)
Foreign currency translation gain	1,000										1,000
Record vested deferred compensation relating to Redeeem employees	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				$ 0			40,000
Balance, shares at Dec. 31, 2021					43,659,616	720,000
Balance, amount at Dec. 31, 2021	14,612,000	0	0	0	$ 44,000	$ 7,000	$ 0	208,085,000	$ 0	(193,138,000)	(386,000)
Stock-based compensation on options	256,000							256,000
Stock-based compensation on warrants	730,000							730,000
Net loss	(14,388,000)									(14,388,000)
Foreign currency translation gain	36,000										36,000
Record vested deferred compensation relating to Redeeem employees	805,000							805,000
Issuance of common stock related to Converge acquisition, shares					12,500,000
Issuance of common stock related to Converge acquisition, amount	14,875,000				$ 12,000			14,863,000
Record preferred stock issued for PIPE, shares							500,000
Record preferred stock issued for PIPE, amount	0						$ 5,000	(5,000)
Stock-based compensation on restricted stock units, shares					8,000,000
Stock-based compensation on restricted stock units, amount	8,110,000				$ 8,000			8,102,000
Balance, shares at Mar. 31, 2022					64,159,616	720,000	500,000
Balance, amount at Mar. 31, 2022	$ 25,036,000	$ 0	$ 0	$ 0	$ 64,000	$ 7,000	$ 5,000	$ 232,836,000		$ (207,526,000)	$ (350,000)

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Cash Flows (unaudited) - USD ($)	9 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ 20,637,000	$ 9,223,000
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation	91,000	95,000
Amortization of intangibles	739,000	1,619,000
Amortization of right-of-use assets	732,000	893,000
Amortization of discount on convertible note payables	0	409,000
Stock-based compensation on options	509,000	700,000
Stock-based compensation on warrants	854,000	2,882,000
Stock-based compensation relating to Redeeem acquisition	2,415,000	0
Issuance of common stock related to employees	104,000	0
Issuance of common stock to contractors for services	8,110,000	0
Imputed interest for note payable	0	16,000
Recognition of stimulus of contribution revenue from stimulus funding	0	(2,535,000)
Gain on derivative liabilities	(213,000)	0
Recovery of bad debt	5,000	202,000
Change in operating assets and liabilities:
Accounts receivable	(9,772,000)	(2,205,000)
Prepaid expenses	552,000	21,000
Accounts payable and accrued expenses	3,925,000	2,418,000
Deferred expenses	775,000	0
Other assets	0	63,000
Rental deposits	(5,000)	(11,000)
Operating lease liability	(889,000)	(10,000)
Taxes payable	(103,000)	0
Contract liabilities	13,166,000	2,462,000
Net cash provided by (used in) operating activities	358,000	(2,608,000)
CASH FLOWS FROM INVESTING ACTIVITIES:
Decrease in other assets	(75,000)	0
Cash paid for acquisition of Converge, net of cash received	(82,730,000)	0
Purchase of fixed assets	161,000	24,000
Net cash used in investing activities	(82,966,000)	(24,000)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from the issuance of preferred stock, net of offering costs	44,405,000	0
Proceeds from stimulus loan programs		2,258,000
Repayment of other longer-term liabilities	477,000	0
Repayment of amount due to related party	(41,000)	0
Payment of stimulus loan program	(566,000)	0
Payments to note payable of related party	(80,000)	0
Proceeds from bank loan, met of debt issuance cost	69,718,000	0
Proceeds from convertible note payable	0	500,000
Net cash provided by financing activities	112,959,000	2,758,000
Effect of exchange rate on cash	(21,000)	(406,000)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	30,330,000	(280,000)
CASH AND CASH EQUIVALENTS - beginning of period	12,066,000	1,706,000
CASH AND CASH EQUIVALENTS - end of period	42,396,000	1,426,000
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Income taxes	0	0
Interest expense	3,000	0
Noncash investing and financing activities:
Beneficial conversion features on convertible promissory notes	0	144,000
Record derivative liability on convertible notes	0	98,000
Fair value of common stock issued relating to the Converge acquisition	14,875,000	0
Warrants issued for convertible promissory note	0	12,000
Warrants issued relating to debt financing	2,232,000	0
Warrants issued relating to equity financing	28,407,000	0
Costs withheld from equity financing	5,595,000
Record acquisition liability relating to Converge acquisition	5,000,000	0
Capitalized fee on initial term loan	1,500,000	0
Original issue discount on amount held in escrow	900,000
Shares to be issued for convertible promissory note	0	156,000
Issuance of common stock related to stock payable	104,000	1,300,000
Issuance of common stock to contractors for services	40,000	0
Conversion of convertible note payable	0	1,400,000
Right-of-use assets acquired through adoption of ASC 842	0	8,931,000
Right-of-use assets acquired through operating leases	$ 467,000	$ 2,398,000

PRESENTATION OF THE FINANCIAL S

PRESENTATION OF THE FINANCIAL STATEMENTS	9 Months Ended
	Mar. 31, 2022
PRESENTATION OF THE FINANCIAL STATEMENTS
PRESENTATION OF THE FINANCIAL STATEMENTS	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 For the nine months ending March 31, 2022, the Company had a net loss of $20.6 million, which increased the accumulated deficit to $207.5 million at March 31, 2022 from $186.9 million at June 30, 2021. At March 31, 2022, the Company had approximately $42.4 million in cash and cash equivalents and a total of $75.2 million in current assets in relation to $67.4 million in current liabilities. With the most recent acquisition of Converge Direct, the Company believes that on a consolidated basis it will achieve positive operating cash flow in the fiscal year 2023. Converge is an independent performance marketing and managed service business. Converge provides to its customer acquisition services utilizing a broad range of engagement channels in the digital, off-line and emerging media sectors. Along with the added end-to-end solutions integrating Converge and Troika clients in major media markets, such as NY, Los Angeles and London, the Company expects to achieve improved profitability year over year through these integrated solutions and 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, equity raises, Company-wide consolidation, and management’s plans, the Company believes that the cash on hand of $42,396,000 as of March 31, 2022 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 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. 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. 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 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), Troika IO, Inc. (f/k/a Redeeem Acquisition Corp) (California), Converge Direct, LLC (Delaware), Converge Direct Interactive, LLC (Delaware), Converge Marketing Services (to the extent of 40%), LLC (Delaware) and Lacuna Ventures, LLC (Delaware). All significant intercompany accounts and transactions have been eliminated in consolidation. 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, the allocation of purchase consideration to assets and liabilities due to the Converge Direct 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 March 31, 2022 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 March 31, 2022 and June 30, 2021, the Company had $39,766,000 and $10,125,000 in cash that was uninsured, respectively. CASH AND CASH EQUIVALENTS For purposes of reporting cash flows, cash and cash equivalents include cash on hand, and highly liquid debt instruments with original maturities of less than three months. At various times during the year, the Company has maintained cash balances in excess of federally insured limits. The Company believes it mitigates its risk by banking with major financial institutions. The Company invests all excess cash primarily in government bonds, corporate debt securities, mortgage-backed and asset-backed securities, time deposits, and money market funds. We classify all marketable debt securities that have stated maturities of three months or less from the date of purchase as cash equivalents and those with stated maturities of greater than three months as marketable securities on our Consolidated Balance Sheet We determine the appropriate classification of our investments in marketable debt securities at the time of purchase and reevaluate such designation at each balance sheet date. We have classified and accounted for our marketable debt securities as available-for-sale. After consideration of our risk versus reward objectives, as well as our liquidity requirements, we may sell these debt securities prior to their stated maturities. As we view these securities as available to support current operations, we classify highly liquid securities with maturities beyond 12 months as current assets under the caption marketable securities on the Combined Balance Sheet. We carry these securities at fair value, and have elected the fair value option, for which changes in fair value are recorded in other income (expense), net. We determine any realized gains or losses on the sale of marketable debt securities on a specific identification method, and we record such gains and losses as a component of other income (expense), net. 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 March 31, 2022 and June 30, 2021, the Company had $517,000 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. The Company is currently working with its tax partners to assess whether 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 nine months ended March 31, 2022 and 2021. 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. Troika/Mission 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. Converge Direct Advertising Revenues The Company offers advertising and services by delivering both performance and brand advertising. The Company recognizes revenues for performance advertising when a user engages with the advertisement, such as a click, a view, or a purchase. Generally, advertising revenues are reported on a gross basis, that is, the amounts billed to our customers are recorded as revenues, and amounts paid to suppliers are recorded as cost of revenues. Where we are the principal, we control the advertising and services before it is transferred to our customers. Our control is evidenced by our being primarily responsible to our customers and having a level of discretion in establishing pricing. Arrangements with Multiple Performance Obligations Our contracts with customers may include multiple performance obligations. For such arrangements, we allocate revenues to each performance obligation based on its relative standalone selling price. We generally determine standalone selling prices based on the prices charged to customers or using expected cost-plus margin. The Company has the two distinct contractual services Managed Services Company provides a service (such as, but not limited to, media planning, media buying, media ROI measurement and media or marketing performance reporting). The Company is compensated for delivering such services by means of a (i) predetermined retainer amount or (ii) a pre-determined commission percentage based on the total media spend executed by Company on a client’s behalf. Reimbursements Our customers reimburse for expenses relating to the out-of-pocket costs associated with the provision of Managed Services engagements. This includes third party expenses such as media costs and administrative fees (Google, Facebook, TheTradeDesk, etc), technology fees (TheTradeDesk, Invoca, LiveRamp etc), production expenses (printing, logistics, etc), data costs and other third-party expenses that Company incurs on behalf of a client that is needed to deliver the services. Performance Marketing (“Pay Per Event”) Company provides to its clients the ability to pay for a marketing or sales event rather than incurring the media and services expense in a managed service engagement. The Company utilizes the same functions that it delivers in its managed services offering but only charges a client for a pre-determined marketing or sales outcome. The fees in this situation will typically be tied to a (i) cost per phone call, (ii) cost per web form lead, (iii) cost per consumer appointment, (iv) cost per qualified lead, and (v) cost per sale. There is a premium that is charged to the client for the Performance Marketing service due to the fact that the Company is taking on the cost risk associated with the services and media that it is executing without knowing that revenue will be generated. The risk is mitigated by the fact that the client has agreed to purchase the “work product’” (lead, call, etc.) at a predetermined cost and the Company charges higher margins associated with the service. Sales Commissions We expense sales commissions when incurred when the amortization period is one year or less. We recognize an asset for certain sales commissions if we expect the period of benefit of these costs to exceed one year and amortize it over the period of expected benefit. These costs are recorded within sales and marketing expenses. Deferred Revenues and Remaining Performance Obligations We record deferred revenues when cash payments are received or due in advance of our performance, including amounts which are refundable. Additionally, we have performance obligations associated with commitments in customer contracts for future services that have not yet been recognized as revenues, also referred to as remaining performance obligations. Remaining performance obligations include related deferred revenue currently recorded as well as amounts that will be invoiced in future periods and excludes (i) contracts with an original expected term of one year or less, (ii) cancellable contracts, and (iii) contracts for which we recognize revenue at the amount to which we have the right to invoice for services performed. As of March 31, 2022, the amount not yet recognized as revenues from these commitments for Converge Direct Cost of Revenues Cost of revenues consists of the payments made to third parties, such as media costs and administrative fees (Google, Facebook, TheTradeDesk, etc), technology fees (TheTradeDesk, Invoca, LiveRamp etc), production expenses (printing, logistics, etc), data costs, and other third-party expenses that Company incurs on behalf of a client that is needed to deliver the services. 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 March 31, 2022 and June 30, 2021. ADVERTISING The Company generally expenses marketing and advertising costs as incurred. During the nine months ended March 31, 2022 and 2021, the Company incurred $117,000 and $0, respectively, on marketing, trade shows and advertising. During the three months ended March 31, 2022 and 2021, the Company incurred $58,000 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 op

CONVERGE DIRECT ACQUISITION

CONVERGE DIRECT ACQUISITION	9 Months Ended
	Mar. 31, 2022
PRESENTATION OF THE FINANCIAL STATEMENTS
CONVERGE DIRECT ACQUISITION	NOTE 2 – CONVERGE DIRECT ACQUISITION On March 22, 2022 (the “Closing Date”), the Company completed the acquisition of Converge Direct, LLC and affiliates (the “Converge Acquisition”) and the total purchase price was $125,000,000 valued at $114,875,000. The purchase price for accounting purposes consists of sixty-five million dollars ($65,000,000) in cash paid on the date of the acquisition, thirty million dollars ($30,000,000) currently held in escrow payable upon completion of its annual audits, another five million dollars ($5,000,000) payable twelve months after the acquisition date contingent on the Company satisfying its bank covenants, and the remaining fourteen million eight hundred and seventy-five thousand ($14,875,000) dollars was paid in the Company’s restricted common stock valued at $1.19 per share. All 12,500,000 shares are subject to a nine (9) month lock-up. Pursuant to the provisions of the Membership Interest Purchase Agreement (the “MIPA”) dated as of November 22, 2021, as amended, an aggregate of $2,500,000 (10%) or 1,250,000 shares of the common stock issued to the Sellers are held in escrow to secure against claims for indemnification. The escrowed shares shall be held until the later of (a) one year from the Closing Date, or (b) the resolution of indemnification claims. The Company is accounting for the transaction under the purchase method of accounting in accordance with the provisions of ASC Topic 805 Business Combinations PURCHASE PRICE The Company has estimated the fair value of the consideration due as follows: Cash paid at closing $ 65,000,000 Cash held in escrow 30,000,000 Cash payable after a year if bank covenants satisfied 5,000,000 Fair value of common stock issued at Closing 14,875,000 Total purchase price $ 114,875,000 The fair value of the 12,500,000 shares was calculated to be $14,875,000 based on a closing price of the Company’s common stock at $1.19 per share on March 22, 2022. The Company is recording the $5,000,000 payable twelve months after the acquisition date contingent on the Company satisfying its bank covenants as a long-term liability as the cash would be distributed subsequent to the March 31, 2023 reporting period. The Company will also reevaluate this balance during the June 30, 2022 close. PURCHASE PRICE ALLOCATION The Company negotiated the purchase price based on the expected cash flows to be derived from their operations after integration into the Company’s existing distribution, production and service networks. The acquisition purchase price is allocated based on the fair values of the assets acquired and liabilities assumed, which are based on management estimates and third-party appraisals. The Company engaged a valuation expert to provide guidance to management which was considered and in part relied upon in completing its purchase price allocation. The excess of the purchase price over the aggregate estimated fair value of net assets acquired was allocated to goodwill. The purchase price allocation is preliminary and the entire allocation is subject to a final review, including but not limited to the accounts receivable, accounts payable, deferred revenue, intangible assets and accruals. Subject to final review, the following table summarizes the preliminary allocation of the purchase price of the fair value of the assets acquired and liabilities assumed at the date of the acquisition: Current assets $ 33,856,000 Fixed assets 233,000 Other non-current assets 4,340,000 Intangible assets 71,000,000 Goodwill 41,528,000 Current liabilities (30,576,000 ) Other non-current liabilities (5,506,000 ) Consideration $ 114,875,000 INTANGIBLE ASSETS The estimated fair values of the identifiable intangible assets acquired were calculated using an income valuation approach which requires a forecast of expected future cash flows either through the use of relief-from-royalty method or multi-period excess earnings methods (MPEEM). The estimated useful lives are based on the Company’s experience and expectations as to the duration of the time the Company expects to realize benefits of the assets. The estimated fair values of the identifiable intangible assets acquired, estimated useful lives and related valuation methodology are as follows: Intangible Assets: Preliminary Fair Value Life in Years Discount Rate Valuation Method Customer relationships $ 56,900,000 10 17.5 % Income (MPEEM) Technology 10,500,000 5 17.5 % Income (Relief-from-Royalty) Tradename 3,600,000 10 18.5 % Income (Relief-from-Royalty) $ 71,000,000 Customer relationships, technology and tradename will be amortized on a straight-line basis over their estimated useful lives. Unaudited Pro Forma Financial Information The following unaudited pro forma information presents the combined results of operations as if the acquisition of Converge Direct, LLC by the Company had been completed on July 1. The unaudited proforma results include amortization associated with preliminary estimates for the acquired intangible assets, amortization of debt discounts, and interest expense on the debt issued to complete the acquisition on these unaudited pro forma adjustments. For the Nine Months Ended March 31, 2022 2021 Gross revenue $ 216,685,000 $ 194,587,000 Cost of revenue (183,890,000 ) (167,680,000 ) Gross profit 32,795,000 26,907,000 Operating expenses (59,825,000 ) (44,611,000 ) Net gain/(loss) $ (27,030,000 ) $ (17,704,000 )

PROPERTY AND EQUIPMENT

PROPERTY AND EQUIPMENT	9 Months Ended
	Mar. 31, 2022
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT	NOTE 3 – PROPERTY AND EQUIPMENT Property and equipment consist of the following as of March 31, 2022 and June 30, 2021: March 31, 2022 June 30, 2021 Computer equipment $ 990,000 $ 697,000 Website design 6,000 6,000 Office machine & equipment 95,000 97,000 Furniture & fixtures 975,000 438,000 Leasehold improvements 235,000 135,000 Tenant incentives 145,000 145,000 2,446,000 1,518,000 Accumulated depreciation (1,804,000 ) (1,175,000 ) Net book value $ 642,000 $ 343,000 During the three months ended March 31, 2022 and 2021, depreciation expense was $33,000 and $34,000, respectively. During the nine months ended March 31, 2022 and 2021, depreciation expense was $91,000 and $95,000, respectively.

INTANGIBLE ASSETS

INTANGIBLE ASSETS	9 Months Ended
	Mar. 31, 2022
INTANGIBLE ASSETS
INTANGIBLE ASSETS	NOTE 4 – INTANGIBLE ASSETS Intangible assets consisted of the following as of March 31, 2022 and June 30, 2021: March 31, 2022 June 30, 2021 Customer relationship $ 61,860,000 $ 4,960,000 Non-core customer relationships 760,000 760,000 Non-compete agreements 1,430,000 1,430,000 Technology 11,020,000 520,000 Tradename 4,070,000 470,000 Workforce acquired 2,125,000 2,125,000 81,265,000 10,265,000 Less: accumulated amortization (8,401,000 ) (7,662,000 ) Net book value $ 72,864,000 $ 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 ten 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 nine months ended March 31, 2022, the Company had no impairments. For the three and nine months ended March 31, 2021, 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 March 31, 2022 and 2021, amortization expense was $396,000 and $540,000, respectively. During the nine months ended March 31, 2022 and 2021, amortization expense was $739,000 and $1,619,000, respectively. As of March 31, 2022, the future amortization expense related to intangible assets will be recognized in the periods below: Fiscal year ending June 30: Remaining 2022 $ 2,949,000 2023 8,837,000 2024 8,549,000 2025 8,527,000 2026 8,427,000 2027 7,742,000 2028 6,050,000 2029 6,050,000 2030 and thereafter 15,733,000 $ 72,864,000

ACCOUNTS PAYABLE ACCRUED EXPENS

ACCOUNTS PAYABLE ACCRUED EXPENSES	9 Months Ended
	Mar. 31, 2022
ACCOUNTS PAYABLE ACCRUED EXPENSES
ACCOUNTS PAYABLE and ACCRUED EXPENSES	NOTE 5 – ACCOUNTS PAYABLE & ACCRUED EXPENSES As of March 31, 2022 and June 30, 2021, the Company recorded $40,808,000 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. March 31, 2022 June 30, 2021 Accounts payable $ 10,491,000 $ 2,362,000 Accrued expenses 29,083,000 4,819,000 Accrued payroll 700,000 294,000 Accrued taxes 534,000 888,000 $ 40,808,000 $ 8,363,000

CONVERTIBLE NOTES PAYABLE

CONVERTIBLE NOTES PAYABLE	9 Months Ended
	Mar. 31, 2022
CONVERTIBLE NOTES PAYABLE
CONVERTIBLE NOTES PAYABLE	NOTE 6 – 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 March 31, 2022 and June 30, 2021, respectively. The derivative liability was recorded as a short-term liability and interest expense of $1,000 and $4,000 were recorded for the three and nine months ending March 31, 2022, respectively. The assumptions used in the Black-Scholes valuation include a volatility of 63.62%, risk-free rate of 2.42% and a term of one year. During the three months ended March 31, 2022 and 2021, the Company paid $0 towards the principal of the Promissory Notes. During the nine months ended March 31, 2022 and 2021, the Company paid $0 towards the principal of the Promissory Notes. As of March 31, 2022 and June 30, 2021, there was a total $50,000 in notes payable outstanding. The Company recorded $1,000 and $12,000 in interest expense relating to convertible note payables during the three months ended March 31, 2022 and 2021. The Company recorded $4,000 and $24,000 in interest expense relating to convertible note payables during the nine months ended March 31, 2022 and 2021. The Company recorded $0 and $0 in amortization expense relating to the note payable discount during the three months ended March 31, 2022 and 2021, respectively. The Company recorded $0 and $409,000 in amortization expense relating to the note payable discount during the nine months ended March 31, 2022 and 2021, respectively.

NOTE PAYABLE

NOTE PAYABLE	9 Months Ended
	Mar. 31, 2022
NOTE PAYABLE
NOTE PAYABLE	NOTE 7 – NOTE PAYABLE On March 21, 2022, the Company entered into a Financing Agreement with Blue Torch Finance LLC (“Blue Torch”), as Administrative Agent and Collateral Agent. This $75,000,000 First Lien Term Loan (the “Credit Facility”) formed the majority of the purchase price of the CD Acquisition, as well as for working capital and general corporate purposes. The Credit Facility provides for: (i) a Term Loan in the amount of $75,000,000; (ii) an interest rate of the Libor Rate Loan of three (3) months; (iii) a four-year maturity, amortized 5.0% per year, payable quarterly; (iv) a 1.0% commitment fee and an upfront fee of 2.0% of the Credit Facility paid at closing, plus an administrative agency fee of $250,000 per year; (v) a first priority perfected lien on all property and assets including all outstanding equity of the Company’s subsidiaries; (vi) 1.5% fully-diluted penny warrant coverage in the combined entity; (vii) mandatory prepayment for 50% of excess cash flow and 100% of proceeds from various transactions; (viii) customary affirmative, negative and financial covenants; (ix) delivery of audited financial statements of Converge; and (x) customary closing conditions. The Company agreed to customary restrictive covenants in the Credit Facility and leverage ratios, fixed charge coverage ratios, and maintaining liquidity of at least $6,000,000 at all times. The Company and each of its subsidiary Guarantors entered into a Pledge and Security Agreement (the “Security Agreement”) dated as of March 21, 2022, as a requirement with the Credit Facility. Each Guarantor pledged and assigned to the Collateral Agreement and granted the Collateral Agent with a continuing security interest in all personal property and fixtures of the Guarantors (the “Collateral”) and all proceeds of the Collateral. All equity of the Guarantors was pledged by the Borrower. On March 21, 2022, each of the Company’s Subsidiaries, as Guarantors, entered into an Intercompany Subordination Agreement (the “ISA”) with the Collateral Agent. Under the ISA, each obligor agreed to the subordination of such indebtedness of each other obligor to such other obligations. On March 21, 2022, the Company entered into an Escrow Agreement with Blue Torch Finance LLC and Alter Domus (US) LLC, as Escrow Agent. The Escrow Agreement provides for the escrow of $30,000,000 of the $75,000,000 proceeds, under the Credit Facility to be held until the audited financial statements of Converge Direct LLC and affiliates for the years ended December 31, 2019 and 2020 are delivered to Blue Torch Finance LLC. The outstanding balance of the note is as follows: Principal balance $ 76,500,000 Fair value of the warrants (2,433,000 ) Original issue discount (1,500,000 ) Debt issuance costs (5,282,000 ) Outstanding balance, net 67,285,000 Current portion (1,461,000 ) Long-term portion $ 65,824,000 In connection with the aforementioned note, the Company recorded debt discount and issuance costs totaling $9,215,000. The discount and issuance costs will be amortized over the life of the note using the effective interest rate method. The company recognized $0 in amortization of debt discount for the three months ended March 31, 2022 as no payments were made on the note. The payment of principal to be made are as follows: FY 2022 $ 956,250 2023 3,825,000 2024 3,825,000 2025 3,825,000 2026 64,068,750 $ 76,500,000 At any time on or after March 21, 2022 and on or prior to March 21, 2026, the lender has the right to subscribe for and purchase from Troika Media Group, Inc., up to 1,929,439 shares of Common Stock, subject to adjustment. The exercise price per share of Common Stock under this Warrant shall be $.01 per share. If at any time when this Warrant becomes exercisable and the Registration Statement is not in effect this Warrant may also be exercised, in whole or in part, at such time by means of a “cashless exercise”. Using the Black-Scholes model, the fair market value was determined to be $2,433,000 and $2,232,000 on March 22, 2022 and March 31, 2022, respectively, as a warrant liability and a $201,000 gain on derivative liabilities as recorded in the three months ending March 31, 2022.

NOTE PAYABLE RELATED PARTY

NOTE PAYABLE RELATED PARTY	9 Months Ended
	Mar. 31, 2022
NOTE PAYABLE RELATED PARTY
NOTE PAYABLE RELATED PARTY	NOTE 8 – NOTE PAYABLE RELATED PARTY As of March 31, 2022 and June 30, 2021, the Company owed the founder and former CEO of Troika Design Group, Inc., Dan Pappalardo, approximately $120,000 and $200,000, respectively. The loan was due and payable on demand and accrued interest at 10.0% per annum. In the three and nine months ending March 31, 2022, the Company made payments of $30,000 and $80,000 in principal, respectively. Interest expense of $4,000 and $13,000 were recorded for this note for the three and nine months ending March 31, 2022, respectively. Interest expense of $5,000 and $15,000 were recorded for this note for the three and nine months ending March 31, 2021, respectively. As of March 31, 2022 and 2021, 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 $15,000 were recorded for this note for the three and nine months ending March 31, 2021, 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. Total interest expense on note payable related party was $4,000 and $13,000 for these notes for the three and nine months ending March 31, 2022, respectively. Total interest expense on note payable related party was $10,000 and $30,000 for these notes for the three and nine months ending March 31, 2021, respectively.

LEASE LIABILITIES

LEASE LIABILITIES	9 Months Ended
	Mar. 31, 2022
LEASE LIABILITIES
LEASE LIABILITIES	NOTE 9 – 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 March 31, 2022, the Company had current and long-term operating lease liabilities of $3,781,000 and $10,514,000, respectively, and right of use of assets of $9,543,000. 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: Undiscounted Cash Flows Discount rate 5.50 % Remainder of 2022 $ 2,383,000 2023 2,728,000 2024 2,724,000 2025 2,434,000 2026 2,063,000 2027 1,388,000 2028 947,000 2029 970,000 2030 909,000 Total undiscounted minimum future payments 16,546,000 Imputed interest (2,251,000 ) Total operating lease liabilities $ 14,295,000 Short-term lease liabilities $ 3,781,000 Long-term lease liabilities $ 10,514,000 Other information related to our operating leases is as follows: March 31, 2022 Weighted average remaining lease term in years 3.9 years Weighted average discount rate 13.6 % 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. On April 19, 2019, Converge Direct LLC entered into a ten-year lease agreement for office space in New York, NY. The beginning lease expense is $62,848 and the lease provides for an escalation clause where the Company will be subject to an annual rent increase of 2.5%, year over year. The lease expires on October 15, 2029. On October 20, 2021, Converge Direct LLC entered into a three-year lease agreement for office space in Bedford Hills, NY. The beginning lease expense is $11,000 and the lease provides for an escalation clause where the Company will be subject to an annual rent increase of 4.0%, year over year. The lease expires on February 29, 2024. In May 2021, Converge Direct LLC renewed an existing lease and entered into a two-year lease agreement for office space in San Diego, CA. The beginning lease expense is $1,800 and the lease provides for an escalation clause where the Company will be subject to an annual rent increase of 3.0%, year over year. The lease expires on May 31, 2023. The Company accounts for leases based on the new accounting standard ASC 842 and recorded $1,440,000 and $1,283,000 in rent expense for the nine months ended March 31, 2022 and 2021 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.

LEGAL MATTERS

LEGAL MATTERS	9 Months Ended
	Mar. 31, 2022
LEGAL MATTERS
LEGAL MATTERS	NOTE 10 – 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 nine months ending March 31, 2022.

STOCKHOLDERS EQUITY

STOCKHOLDERS EQUITY	9 Months Ended
	Mar. 31, 2022
STOCKHOLDERS EQUITY
STOCKHOLDERS EQUITY	NOTE 11 – STOCKHOLDERS’ EQUITY On March 21, 2022, the Company filed with the Nevada Secretary of State a Certificate of Designation of Preferences, Rights and Limitations of Series E Convertible Preferred Stock, pursuant to NRS 78.1955 of the Nevada Revised Statutes (the “CoD”). Pursuant to the CoD, the Company authorized 500,000 shares of Series E Preferred Stock, $.01 par value, with a Stated Value of $100 per share. As of March 18, 2022, pursuant to the Nevada Revised Statutes (the “NRS”), we received a written consent in lieu of a meeting of Stockholders from 20 principal stockholders, representing approximately 57% of the total possible votes outstanding (the “Majority Stockholders”), authorizing the following: The sale of $50 million of shares of Series E Convertible Preferred Stock, par value $0.01 per share (the Series E Preferred Stock”), with accompanying, 100% warrant coverage (the “Warrants”), with certain purchasers’ signatory thereto (the “Purchasers”). The Series E Preferred Stock and Warrants include certain reset and anti-dilution provisions that could reduce the conversion prices and exercise prices thereof down to $0.25 (the “Floor Price”) which is a significant discount to the current market price. For purposes of complying with Rule 5635(d) of the Nasdaq Stock Market rules, the shareholders approved the issuance of more than 19.99% of the current total issued and outstanding shares of Common Stock upon conversion of the Series E Preferred Stock and exercise of the Warrants, including, but not limited to, reducing the Floor Price. In addition, the Majority Stockholders approved the amendment to Article Three of the Articles of Incorporation to reflect an increase in the number of authorized shares of all classes of stock which the Company shall have the authority to issue from 315,000,000 shares to 825,000,000 shares, such shares being designated as follows: (i) 800,000,000 shares of Common Stock, and (ii) 25,000,000 shares of preferred stock, par value $.01 per share. REVERSE STOCK SPLIT 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 March 31, 2022 and June 30, 2021, the Company had 64,159,616 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. In the three months ending March 31, 2022, the Company issued 12,500,000 shares of common stock relating to its acquisition of Converge Direct, LLC. The common stock was issued at a price of $2.00 per share totaling $25,000,000 representing the equity portion of the acquisition price. The fair value of these shares was calculated at $14,875,000 based on the closing price of $1.19 per share on March 22, 2022. In the three months ending March 31, 2022, the Company awarded a total of 8,600,000 restricted stock units (RSU’s) as incentive compensation to executive officers, directors and employees. As of March 31, 2022, only 8,000,000 of those restricted stock units were vested and only 5,800,000 of those vested were distributed. For presentation purposes, the Company is reporting the 2,200,000 restricted stock units as issued as they are vested and simply not distributed by the transfer agent. PREFERRED STOCK The Company has authorized 15,000,000 shares as preferred stock, par value $0.01 series A, B, C, D, and E 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; 2,500,000 shares have been designated as Series D convertible preferred stock; and 500,000 shares have been designated as Series E convertible preferred stock. As of March 31, 2022, 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; 0 shares of Series D Preferred Stock were issued and outstanding; and 500,000 shares of Series E 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 $0.75 per share; and 1,979,000 shares of Series D Convertible Preferred Stock convertible into 5,277,334 shares of Common Stock at $3.75 per share for a total of 18,158,768 shares of Common Stock. In the three months ending March 31, 2022, the Company entered into a Securities Purchase Agreement with certain institutional investors to issue and sell in a private offering an aggregate of $50,000,000 of securities, consisting of shares of Series E convertible preferred stock of the Company, par value $.01 per share and warrants to purchase (100% coverage) shares of common. Under the terms of the Purchase Agreement, the Company agreed to sell 500,000 shares of its Series E Preferred Stock and Warrants to purchase up to 33,333,333 shares of the Company’s common stock. Each share of the Series E Preferred Stock has a stated value of $100 per share and is convertible into shares of common stock at a conversion price of $1.50 per share subject to adjustment. The Preferred Stock is perpetual and has no maturity date. The Preferred Stock will not be subject to any mandatory redemption or other similar provisions. All future shares of Preferred Stock shall rank junior to the Series E Preferred Stock, except if at least a majority of the Series E Preferred Stock expressly consent, to the creation of the Parity Stock of Senior Preferred Stock. The Conversion Price of the Series E Preferred Stock and the Exercise Price of the Warrants is subject to adjustment for: (a) stock dividends and stock distributions; (b) subsequent rights offerings; (c) pro rata distributions; and (d) Fundamental Transactions (as defined). The Conversion Price shall be downwardly adjusted (the “Registration Reset Price”) to the greater of (i) eighty (80%) percent of the average of the ten (10) lowest daily VWAPs during the forty (40) trading day period beginning on and including the Trading Day immediately follow the Effective Date of the initial Registration Statement in July 2022, and (ii) the Floor Price of $0.25 per share. The Company issued accompanying Common Stock Purchase Warrants (the “Warrants”) exercisable for five (5) years at $2.00 per share, to purchase an aggregate of 33,333,333 shares of Common Stock. The exercise price is subject to the same Registration Reset Price, as described above. The Floor Price is $0.25 per share. Using the Black-Scholes model, the Company recorded a market value of $28,407,000 on both March 22, 2022 and March 31, 2022. The fair market value of these warrants on March 31, 2022 was recorded as a warrant liability and a no gain on derivative liabilities was recorded in the three months ending March 31, 2022. A roll-forward of the warrant liability follows: Balance upon issuance Loan warrants $ 2,433,000 Preferred stock warrants 28,407,000 30,840,000 Change in fair value (201,000 ) Balance on March 31, 2022 $ 30,639,000 If at any time there is no effective registration statement, the Warrants are exercisable on a cashless basis. The Company has reserved up to 200,000,000 shares of Common Stock issuable upon full conversion of a Series E Preferred Stock at a Floor Price of $0.25 per share. 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, 2,583,801 shares of the Company’s common stock was issued as of March 31, 2022 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 nine months ending March 31, 2022 (2,415,000 ) (904,207 ) Unamortized deferred compensation at March 31, 2022 $ 6,903,000 2,583,801 In the three and nine months ended March 31, 2022, the Company recorded $805,000 and $2,415,000 in stock-based compensation associated with the vested portion of the deferred compensation. WARRANTS As of March 31, 2022 and 2021, respectively, the Company has outstanding warrant shares of 59,470,897 with an intrinsic value of $12,498,000 and 8,550,852 warrant shares with an intrinsic value of $12,039,000 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 nine months ended March 31, 2022 and 2021: 2022 2021 Volatility - range 63.6% - 64.0% 63.5% - 66.5 Risk-free rate 0.87% - 2.42% 0.2% - 0.5% Contractual term 4.0 – 5.0 years 4.0 - 5.0 years Exercise price $0.84 - $1.24 $0.75 - $3.75 A summary of the warrants granted, exercised, forfeited and expired for the nine months ended March 31, 2022 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 51,366,341 1.13 0.78 2,289,988 4.0 Exercised - - - - - Expired/Forfeited (191,852 ) 0.75 0.70 (1,950,000 ) - Outstanding March 31, 2022 59,470,897 1.12 0.75 12,498,455 3.7 Vested and exercisable March 31, 2022 58,505,968 1.11 0.88 10,976,530 3.6 Non-vested March 31, 2022 964,929 1.47 2.29 1,521,925 2.3 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 March 31, 2022. 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 $ 0.01 2,179,439 4.0 years 2,179,439 4.0 years $ 0.75 7,109,555 2.1 years 6,535,182 2.0 years $ 0.84 25,000 - - - $ 1.05 49,011,902 4.0 years 49,011,902 4.0 years $ 1.24 150,000 - - - $ 1.50 400,000 2.2 years 400,000 2.2 years $ 1.95 26,667 3.8 years 8,889 3.8 years $ 3.00 66,667 2.9 years 66,667 2.9 years $ 3.75 501,667 2.9 years 303,889 3.3 years 59,470,897 3.7 years 58,505,968 3.6 years A summary of the warrants granted, exercised, forfeited and expired for the nine months ending March 31, 2021 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 1,256,667 0.93 3.04 3,845,945 4.7 Exercised - - - - - Forfeited - - - - - Expired (564,556 ) 3.16 3.13 (733,295 ) - Outstanding March 31, 2021 8,550,852 1.12 1.88 12,039,000 2.5 Vested and exercisable March 31, 2021 7,598,630 1.10 1.73 9,644,333 2.4 Non-vested March 31, 2021 952,222 $ 1.24 $ 3.02 $ 2,394,667 3.4 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 March 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 7,440,667 2.5 years 6,658,445 2.3 years $ 1.50 400,000 3.2 years 400,000 3.2 years $ 1.50 26,667 0.0 years - 0.0 years $ 3.00 66,667 3.9 years 66,667 3.9 years $ 3.75 435,000 3.2 years 291,667 3.7 years $ 6.00 163,333 0.2 years 163,333 0.2 years $ 27.00 18,518 0.4 years 18,518 0.4 years 8,550,852 2.5 years 7,598,630 2.4 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 March 31, 2022, the Company has granted, under the Plan, awards in the form of NQSO’s for all 3,333,334 shares. 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 4,400,000 RSUs had been awarded to executive officers and directors and 4,200,000 RSUs had been awarded to employees. ISO’s Awards During the three months ended March 31, 2022, the Company did not issue additional options. In the three months ended March 31, 2022, the Company recorded compensation of $256,000 relating to the vested portion of options that were issued in previous periods. The total compensation of the unvested options to be recognized in future periods is $748,000 and the weighted average remaining is 2.6 years. During the three months ended March 31, 2021, the Company did not issue additional options. In the three months ended March 31, 2021, the Company recorded compensation of $271,000 relating to the vested portion of options that were issued in previous periods. The total compensation of the unvested options to be recognized in future periods is $360,000 and the weighted average remaining is 1.5 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 nine months ended March 31, 2022 and 2021: 2022 2021 Volatility - range 64.20%–65.22% 64.8 % Risk-free rate 0.7% – 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 nine months ended March 31, 2022 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 2.51 1.18 273,207 3.0 Exercised - - - - - Expired/Forfeited - - - - - Outstanding March 31, 2022 3,808,502 1.39 1.13 2,103,206 0.7 Vested and exercisable March 31, 2022 3,056,125 1.02 1.14 2,054,017 0.2 Non vested March 31, 2022 752,377 $ 2.91 $ 1.29 $ 49,189 2.6 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 March 31, 2022. 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 0.1 years 2,618,889 0.1 years $ 1.49 10,000 2.7 years - 0.0 years $ 1.50 200,000 0.0 years 200,000 0.0 years $ 2.08 258,334 2.1 years 2,917 1.8 years $ 2.61 383,500 3.3 years 31,958 3.3 years $ 2.84 1,667 0.9 years 139 3.3 years $ 3.75 408,334 1.2 years 202,222 0.9 years 3,808,502 0.7 years 3,056,125 0.2 years A summary of the options granted, exercised, forfeited and expired for the nine months ending March 31, 2021 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 - - 2.8 Exercised - - - - - Forfeited - - - - - Expired (143,333 ) - - (200,000 ) - Outstanding March 31, 2021 3,310,556 1.10 1.01 1,830,000 0.5 Vested and exercisable March 31, 2021 2,883,458 0.89 0.93 1,469,818 0.3 Non-vested March 31, 2021 427,098 $ 2.59 $ 1.90 $ 360,182 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 warrant plans as of March 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 2,768,889 0.3 years 2,628,458 0.2 years $ 1.50 200,000 0.5 years 166,667 0.5 years $ 3.75 341,667 2.0 years 88,333 1.9 years 3,310,556 0.5 years 2,883,458 0.3 years

DISAGGREGATION OF REVENUE LONGL

DISAGGREGATION OF REVENUE LONGLIVED ASSETS	9 Months Ended
	Mar. 31, 2022
DISAGGREGATION OF REVENUE LONGLIVED ASSETS
DISAGGREGATION OF REVENUE LONGLIVED ASSETS	NOTE 12 – DISAGGREGATION OF REVENUE & LONG-LIVED ASSETS The following table presents the disaggregation of gross revenue between revenue types: Three Months Ended March 31, Nine Months Ended March 31, 2022 2021 2022 2021 Project fees $ 2,045,000 $ 1,627,000 $ 10,045,000 $ 5,268,000 Retainer fees 5,148,000 560,000 6,059,000 1,648,000 Fee income 1,184,000 676,000 3,777,000 2,435,000 Reimbursement income 1,927,000 991,000 5,743,000 3,086,000 Performance marketing 3,827,000 - 3,827,000 - Managed services 1,543,000 - 1,543,000 - Other revenue 11,000 - 34,000 - $ 15,685,000 $ 3,854,000 $ 31,028,000 $ 12,437,000 The following table presents the disaggregation of gross revenue between the United States and the United Kingdom for the three and nine months ended: Three Months Ended March 31, Nine Months Ended March 31, 2022 2021 2022 2021 Gross Revenue: United States $ 13,963,000 $ 2,309,000 $ 24,481,000 $ 7,940,000 United Kingdom 1,722,000 1,545,000 6,547,000 4,497,000 Total gross revenue $ 15,685,000 $ 3,854,000 $ 31,028,000 $ 12,437,000 The following table presents the disaggregation of gross profit between the United States and the United Kingdom for the three and nine months ended: Three Months Ended March 31, Nine Months Ended March 31, 2022 2021 2022 2021 Gross profit: United States $ 2,911,000 $ 1,078,000 $ 7,293,000 $ 3,770,000 United Kingdom 1,036,000 835,000 3,577,000 2,307,000 Total gross profit $ 3,947,000 $ 1,913,000 $ 10,870,000 $ 6,077,000 The following table presents the disaggregation of net loss between the United States and the United Kingdom for the three and nine months ended: Three Months Ended March 31, Nine Months Ended March 31, 2022 2021 2022 2021 Net Loss United States $ (13,993,000 ) $ (4,188,000 ) $ (19,954,000 ) $ (8,147,000 ) United Kingdom (395,000 ) (491,000 ) (683,000 ) (1,076,000 ) Total net loss $ (14,388,000 ) $ (4,679,000 ) $ (20,637,000 ) $ (9,223,000 ) The following table presents the disaggregation of fixed assets between the United States and the United Kingdom as of March 31, 2022: United States United Kingdom Total Computer equipment $ 748,000 $ 242,000 $ 990,000 Website design 6,000 - 6,000 Office machine & equipment 53,000 42,000 95,000 Furniture & fixtures 893,000 82,000 975,000 Leasehold improvements 223,000 12,000 235,000 Tenant incentives 145,000 - 145,000 2,068,000 378,000 2,446,000 Accumulated depreciation (1,492,000 ) (312,000 ) (1,804,000 ) Net book value $ 576,000 $ 66,000 $ 642,000 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 March 31, 2022: Intangibles US UK Total Customer relationship $ 61,860,000 $ - $ 61,860,000 Non-core customer relationships 760,000 - 760,000 Non-compete agreements 1,430,000 - 1,430,000 Technology 11,020,000 - 11,020,000 Tradename 4,070,000 - 4,070,000 Workforce acquired 2,125,000 - 2,125,000 81,265,000 - 81,265,000 Less: accumulated amortization (8,401,000 ) - (8,401,000 ) Net book value $ 72,864,000 $ - $ 72,864,000 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

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	9 Months Ended
	Mar. 31, 2022
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS	NOTE 13 – SUBSEQUENT EVENTS EQUITY INCENTIVES Relating to the aforementioned incentive compensation plan, in April 2022 the Company distributed an additional 2,000,000 restricted stock units consisting of 1,300,000 RSUs to executive officers and directors and 700,000 RSUs to employees. A total 8,600,000 RSUs were previously awarded with 5,800,000 RSUs distributed in the three months ending March 31, 2022 and an additional 2,000,000 in April 2022 for a total of 7,800,000 RSUs distributed. Of the 800,000 RSUs remaining to be distributed, 200,000 RSUs are vested with 600,000 RSUs remain unvested. BOARD APPOINTMENTS On April 27, 2002, the Company appointed three (3) new members to the Board of Directors of the Company: Sabrina Yang, age 42, joined the Company’s Board of Directors (the “Board”) and will serve as a member of the Audit Committee. Sabrina is a seasoned finance executive with over 17 years of experience in accounting, financial planning and analysis (“FP&A”), M&A advisory, and corporate finance. Since 2021, Sabrina has served as CFO of Final Bell Holdings, Inc. (“Final Bell”), an industry leader in providing end-to-end product development and supply chain solutions to leading cannabis brands in the United States and Canada. During her tenure at Final Bell, she led the reverse take-over transaction process, establishing a path for Final Bell to become a publicly traded company on the Canadian Stock Exchange. In conjunction with the reverse takeover, she also integrated and managed all of Final Bell’s administrative functions, including accounting, finance, legal, HR and IT operations. Prior to joining Final Bell, since 2018, Sabrina has served as CFO, on a part-time basis, of Apollo Program, a data-driven advertising technology company, where she ran all administrative and operating functions. She also served as deputy CFO for a private school with operations in both the United States and China. She has held prior roles in strategy, analytics and FP&A, at the Topps Company and Undertone, a digital advertising company. Sabrina started her career with five years at KPMG LLP in its transaction services team, in which she advised clients on strategy, corporate finance, valuation and financial modeling. Ms. Yang is a Certified Public Accountant with Masters of Science in Accounting and Applied Statistics from Louisiana State University. John Belniak, age 45, joined the Board and will serve on the Company’s Audit Committee. Mr. Belniak’s background brings to the Board extensive financial, operational and transactional experience across a range of investment banking, private equity, niche consumer businesses and large corporate businesses. Since April 2020, John has served as Managing Director of Hagerty Garage + Social overseeing the indemnification, development and operation of Hagerty’s collector enthusiast center. From July 2008 to 2020, he was a founder and partner of Propel Equity Partners (and its predecessor firm) focused on identifying niche, branded consumer products for acquisition, recapitalization or strategic partnership. Mr. Belniak serves on the Board of Directors of NEMO Equipment since 2006 and Veto Pro Pac since 2012. Mr. Belniak obtained his B.A. in English from Hamilton College. Wendy Parker, age 56, joined the Board as an independent director. Since 2002, Ms. Parker has been a member of Gatehouse Chambers’ Commercial, Property and Insurance Groups in London, England and undertakes most areas of work within those fields. She has developed a strong practice both as an adviser and advocate and has experience of appearing in the specialist commercial and property forums as well as Tribunals and the Court of Appeal. Ms. Parker has been involved in many technically complex cases. She has a strong academic background which she combines with a practical and common sense approach in order to assist clients in achieving their objectives. Ms. Parker is a member of the United Kingdom Chancery Bar Association and the COMBAR (the Specialist Bar Association for Commercial Barristers advising the international business community). INCREASE OF AUTHORIZED SHARES On April 21, 2022 (as amended on April 25, 2022), Troika Media Group Inc. (the “Corporation”) filed a Certificate of Amendment (the “Amendment”) to its Articles of Incorporation to reflect an increase in the number of authorized shares of all classes of stock which the Corporation shall have the authority to issue from 315,000,000 shares to 825,000,000 shares, such shares being designated as follows: (i) 800,000,000 shares of common stock, par value of $.001 per share of the Corporation; and (ii) 25,000,000 shares of preferred stock, par value $0.01 per share. RESIGNATION OF DANIEL PAPPALARDO On April 15, 2022, Daniel Pappalardo, President of Troika Design Group and a member of the Troika Media Group, Inc.’s (the “Company”) Board of Directors, resigned for personal reasons. He had maintained those positions since the Company’s June 13, 2017 merger with Troika Design Group, which he founded some twenty-one (21) years ago. His departure follows the Company’s recent acquisition of Converge Direct. The Company will fulfill the remainder of Mr. Pappalardo’s employment agreement dated June 9, 2017, which was set to expire on June 17, 2022. Pursuant to his employment agreement, the Company will pay Mr. Pappalardo a severance payment equal to one (1) year of his current base salary of $347,288 in semi-annual installments unless he chooses to continue to be paid bi-monthly. All other terms of his contract will be honored. LA BREA LEASE SETTLEMENT On May 3, 2022, the Company entered into a settlement agreement with the landlord of the Company’s former Los Angeles offices. The Landlord has accepted a full and final settlement of $660,577 which is substantially less than the Company had accrued. The terms provide that the Company will pay a lump sum of $312,000. The remaining amount of $348,577 to be paid in monthly installments of $29,048, commencing with on June 1, 2022, and ending on May 1, 2023. APPOINTMENT OF SID TOAMA On May 19, 2022, Sid Toama was appointed as the Company’s Chief Executive Officer upon the resignation of Robert Machinist. Sid Toama will hold both positions of Chief Executive Officer and President as well as serve on the Board of Directors. Robert Machinist will remain the Company’s Chairman of the Board.

PRESENTATION OF THE FINANCIAL_2

PRESENTATION OF THE FINANCIAL STATEMENTS (Policies)	9 Months Ended
	Mar. 31, 2022
PRESENTATION OF THE FINANCIAL STATEMENTS
LIQUIDITY	For the nine months ending March 31, 2022, the Company had a net loss of $20.6 million, which increased the accumulated deficit to $207.5 million at March 31, 2022 from $186.9 million at June 30, 2021. At March 31, 2022, the Company had approximately $42.4 million in cash and cash equivalents and a total of $75.2 million in current assets in relation to $67.4 million in current liabilities. With the most recent acquisition of Converge Direct, the Company believes that on a consolidated basis it will achieve positive operating cash flow in the fiscal year 2023. Converge is an independent performance marketing and managed service business. Converge provides to its customer acquisition services utilizing a broad range of engagement channels in the digital, off-line and emerging media sectors. Along with the added end-to-end solutions integrating Converge and Troika clients in major media markets, such as NY, Los Angeles and London, the Company expects to achieve improved profitability year over year through these integrated solutions and 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, equity raises, Company-wide consolidation, and management’s plans, the Company believes that the cash on hand of $42,396,000 as of March 31, 2022 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 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. 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. 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 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), Troika IO, Inc. (f/k/a Redeeem Acquisition Corp) (California), Converge Direct, LLC (Delaware), Converge Direct Interactive, LLC (Delaware), Converge Marketing Services (to the extent of 40%), LLC (Delaware) and Lacuna Ventures, LLC (Delaware). All significant intercompany accounts and transactions have been eliminated in consolidation.
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, the allocation of purchase consideration to assets and liabilities due to the Converge Direct 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 March 31, 2022 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 March 31, 2022 and June 30, 2021, the Company had $39,766,000 and $10,125,000 in cash that was uninsured, respectively.
CASH AND CASH EQUIVALENTS	For purposes of reporting cash flows, cash and cash equivalents include cash on hand, and highly liquid debt instruments with original maturities of less than three months. At various times during the year, the Company has maintained cash balances in excess of federally insured limits. The Company believes it mitigates its risk by banking with major financial institutions. The Company invests all excess cash primarily in government bonds, corporate debt securities, mortgage-backed and asset-backed securities, time deposits, and money market funds. We classify all marketable debt securities that have stated maturities of three months or less from the date of purchase as cash equivalents and those with stated maturities of greater than three months as marketable securities on our Consolidated Balance Sheet We determine the appropriate classification of our investments in marketable debt securities at the time of purchase and reevaluate such designation at each balance sheet date. We have classified and accounted for our marketable debt securities as available-for-sale. After consideration of our risk versus reward objectives, as well as our liquidity requirements, we may sell these debt securities prior to their stated maturities. As we view these securities as available to support current operations, we classify highly liquid securities with maturities beyond 12 months as current assets under the caption marketable securities on the Combined Balance Sheet. We carry these securities at fair value, and have elected the fair value option, for which changes in fair value are recorded in other income (expense), net. We determine any realized gains or losses on the sale of marketable debt securities on a specific identification method, and we record such gains and losses as a component of other income (expense), net.
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 March 31, 2022 and June 30, 2021, the Company had $517,000 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. The Company is currently working with its tax partners to assess whether 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 nine months ended March 31, 2022 and 2021.
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.
Troika/Mission	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.
Converge Direct	Advertising Revenues The Company offers advertising and services by delivering both performance and brand advertising. The Company recognizes revenues for performance advertising when a user engages with the advertisement, such as a click, a view, or a purchase. Generally, advertising revenues are reported on a gross basis, that is, the amounts billed to our customers are recorded as revenues, and amounts paid to suppliers are recorded as cost of revenues. Where we are the principal, we control the advertising and services before it is transferred to our customers. Our control is evidenced by our being primarily responsible to our customers and having a level of discretion in establishing pricing. Arrangements with Multiple Performance Obligations Our contracts with customers may include multiple performance obligations. For such arrangements, we allocate revenues to each performance obligation based on its relative standalone selling price. We generally determine standalone selling prices based on the prices charged to customers or using expected cost-plus margin. The Company has the two distinct contractual services Managed Services Company provides a service (such as, but not limited to, media planning, media buying, media ROI measurement and media or marketing performance reporting). The Company is compensated for delivering such services by means of a (i) predetermined retainer amount or (ii) a pre-determined commission percentage based on the total media spend executed by Company on a client’s behalf. Reimbursements Our customers reimburse for expenses relating to the out-of-pocket costs associated with the provision of Managed Services engagements. This includes third party expenses such as media costs and administrative fees (Google, Facebook, TheTradeDesk, etc), technology fees (TheTradeDesk, Invoca, LiveRamp etc), production expenses (printing, logistics, etc), data costs and other third-party expenses that Company incurs on behalf of a client that is needed to deliver the services. Performance Marketing (“Pay Per Event”) Company provides to its clients the ability to pay for a marketing or sales event rather than incurring the media and services expense in a managed service engagement. The Company utilizes the same functions that it delivers in its managed services offering but only charges a client for a pre-determined marketing or sales outcome. The fees in this situation will typically be tied to a (i) cost per phone call, (ii) cost per web form lead, (iii) cost per consumer appointment, (iv) cost per qualified lead, and (v) cost per sale. There is a premium that is charged to the client for the Performance Marketing service due to the fact that the Company is taking on the cost risk associated with the services and media that it is executing without knowing that revenue will be generated. The risk is mitigated by the fact that the client has agreed to purchase the “work product’” (lead, call, etc.) at a predetermined cost and the Company charges higher margins associated with the service. Sales Commissions We expense sales commissions when incurred when the amortization period is one year or less. We recognize an asset for certain sales commissions if we expect the period of benefit of these costs to exceed one year and amortize it over the period of expected benefit. These costs are recorded within sales and marketing expenses. Deferred Revenues and Remaining Performance Obligations We record deferred revenues when cash payments are received or due in advance of our performance, including amounts which are refundable. Additionally, we have performance obligations associated with commitments in customer contracts for future services that have not yet been recognized as revenues, also referred to as remaining performance obligations. Remaining performance obligations include related deferred revenue currently recorded as well as amounts that will be invoiced in future periods and excludes (i) contracts with an original expected term of one year or less, (ii) cancellable contracts, and (iii) contracts for which we recognize revenue at the amount to which we have the right to invoice for services performed. As of March 31, 2022, the amount not yet recognized as revenues from these commitments for Converge Direct Cost of Revenues Cost of revenues consists of the payments made to third parties, such as media costs and administrative fees (Google, Facebook, TheTradeDesk, etc), technology fees (TheTradeDesk, Invoca, LiveRamp etc), production expenses (printing, logistics, etc), data costs, and other third-party expenses that Company incurs on behalf of a client that is needed to deliver the services. 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 March 31, 2022 and June 30, 2021.
ADVERTISING	The Company generally expenses marketing and advertising costs as incurred. During the nine months ended March 31, 2022 and 2021, the Company incurred $117,000 and $0, respectively, on marketing, trade shows and advertising. During the three months ended March 31, 2022 and 2021, the Company incurred $58,000 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, Improvements to Nonemployee Share-Based Payment Accounting which expands on the scope of ASC 718 to include share-based payment transactions for acquiring services from non-employees and requires stock-based compensation related to non-employees to be accounted for based on the fair value of the related stock or the fair value of the services at the grant date, whichever is more readily determinable in accordance with ASC Topic 718.
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 nine months ended March 31, 2022 closing rate at 1.313900 US$: GBP, average rate at 1.351989 US$: GBP, for the nine months ended March 31, 2021 closing rate at 1.378900 US$: GBP, average rate at 1.342278 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.
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 nine months ended March 31, 2022 and 2021 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 nine months ending March 31, 2022 and 2021, 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 March 31, 2022 2021 Convertible preferred stock 42,048,000 18,068,034 Stock options 3,080,016 2,342,660 Stock warrants 58,538,006 7,622,411 Total 103,666,022 28,033,105 Nine Months Ending March 31, 2022 2021 Convertible preferred stock 42,048,000 18,068,034 Stock options 3,155,233 2,127,915 Stock warrants 58,557,984 6,443,472 Total 103,761,217 26,639,421
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 March 31, 2022, the Company recorded deferred income liabilities of $0 within contract liabilities and $0 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 March 31, 2022 and 2021, the Company recognized $0 and $831,000 in income from government grants, respectively. For the nine months ending March 31, 2022 and 2021, the Company recognized $262,000 and $2,535,000 in income from government grants, respectively. In the nine months ending March 31, 2022, $8,000 of the stimulus funding was not forgiven and returned to the bank.
RECENT ACCOUNTING PRONOUNCEMENTS	Accounting Pronouncements Adopted 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 has adopted the guidance effective July 1, 2021. 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 has adopted the guidance effective July 1, 2021.

PRESENTATION OF THE FINANCIAL_3

PRESENTATION OF THE FINANCIAL STATEMENTS (Tables)	9 Months Ended
	Mar. 31, 2022
PRESENTATION OF THE FINANCIAL STATEMENTS
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share	Three Months Ending March 31, 2022 2021 Convertible preferred stock 42,048,000 18,068,034 Stock options 3,080,016 2,342,660 Stock warrants 58,538,006 7,622,411 Total 103,666,022 28,033,105 Nine Months Ending March 31, 2022 2021 Convertible preferred stock 42,048,000 18,068,034 Stock options 3,155,233 2,127,915 Stock warrants 58,557,984 6,443,472 Total 103,761,217 26,639,421

CONVERGE DIRECT ACQUISITION (Ta

CONVERGE DIRECT ACQUISITION (Tables)	9 Months Ended
	Mar. 31, 2022
PRESENTATION OF THE FINANCIAL STATEMENTS
Schedule of Fair value of consideration	Cash paid at closing $ 65,000,000 Cash held in escrow 30,000,000 Cash payable after a year if bank covenants satisfied 5,000,000 Fair value of common stock issued at Closing 14,875,000 Total purchase price $ 114,875,000
Schedule of fair value of assets acquired and liabilities	Current assets $ 33,856,000 Fixed assets 233,000 Other non-current assets 4,340,000 Intangible assets 71,000,000 Goodwill 41,528,000 Current liabilities (30,576,000 ) Other non-current liabilities (5,506,000 ) Consideration $ 114,875,000
Schedule of fair value intangible asstes acquired	Intangible Assets: Preliminary Fair Value Life in Years Discount Rate Valuation Method Customer relationships $ 56,900,000 10 17.5 % Income (MPEEM) Technology 10,500,000 5 17.5 % Income (Relief-from-Royalty) Tradename 3,600,000 10 18.5 % Income (Relief-from-Royalty) $ 71,000,000
Schedule of intangible assets on unaudited pro forma adjustments.	For the Nine Months Ended March 31, 2022 2021 Gross revenue $ 216,685,000 $ 194,587,000 Cost of revenue (183,890,000 ) (167,680,000 ) Gross profit 32,795,000 26,907,000 Operating expenses (59,825,000 ) (44,611,000 ) Net gain/(loss) $ (27,030,000 ) $ (17,704,000 )

PROPERTY AND EQUIPMENT (Tables)

PROPERTY AND EQUIPMENT (Tables)	9 Months Ended
	Mar. 31, 2022
PROPERTY AND EQUIPMENT
Schedule of Property and equipment	March 31, 2022 June 30, 2021 Computer equipment $ 990,000 $ 697,000 Website design 6,000 6,000 Office machine & equipment 95,000 97,000 Furniture & fixtures 975,000 438,000 Leasehold improvements 235,000 135,000 Tenant incentives 145,000 145,000 2,446,000 1,518,000 Accumulated depreciation (1,804,000 ) (1,175,000 ) Net book value $ 642,000 $ 343,000

INTANGIBLE ASSETS (Tables)

INTANGIBLE ASSETS (Tables)	9 Months Ended
	Mar. 31, 2022
INTANGIBLE ASSETS
Schedule of intangible assets	March 31, 2022 June 30, 2021 Customer relationship $ 61,860,000 $ 4,960,000 Non-core customer relationships 760,000 760,000 Non-compete agreements 1,430,000 1,430,000 Technology 11,020,000 520,000 Tradename 4,070,000 470,000 Workforce acquired 2,125,000 2,125,000 81,265,000 10,265,000 Less: accumulated amortization (8,401,000 ) (7,662,000 ) Net book value $ 72,864,000 $ 2,603,000 Fiscal year ending June 30: Remaining 2022 $ 2,949,000 2023 8,837,000 2024 8,549,000 2025 8,527,000 2026 8,427,000 2027 7,742,000 2028 6,050,000 2029 6,050,000 2030 and thereafter 15,733,000 $ 72,864,000

ACCOUNTS PAYABLE ACCRUED EXPE_2

ACCOUNTS PAYABLE ACCRUED EXPENSES (Tables)	9 Months Ended
	Mar. 31, 2022
ACCOUNTS PAYABLE ACCRUED EXPENSES
Schedule of accounts payable	March 31, 2022 June 30, 2021 Accounts payable $ 10,491,000 $ 2,362,000 Accrued expenses 29,083,000 4,819,000 Accrued payroll 700,000 294,000 Accrued taxes 534,000 888,000 $ 40,808,000 $ 8,363,000

NOTE PAYABLE (Tables)

NOTE PAYABLE (Tables)	9 Months Ended
	Mar. 31, 2022
NOTE PAYABLE
Schedule of note payable	Principal balance $ 76,500,000 Fair value of the warrants (2,433,000 ) Original issue discount (1,500,000 ) Debt issuance costs (5,282,000 ) Outstanding balance, net 67,285,000 Current portion (1,461,000 ) Long-term portion $ 65,824,000 FY 2022 $ 956,250 2023 3,825,000 2024 3,825,000 2025 3,825,000 2026 64,068,750 $ 76,500,000

LEASE LIABILITIES (Tables)

LEASE LIABILITIES (Tables)	9 Months Ended
	Mar. 31, 2022
LEASE LIABILITIES
Schedule of Future minimum lease payments	Undiscounted Cash Flows Discount rate 5.50 % Remainder of 2022 $ 2,383,000 2023 2,728,000 2024 2,724,000 2025 2,434,000 2026 2,063,000 2027 1,388,000 2028 947,000 2029 970,000 2030 909,000 Total undiscounted minimum future payments 16,546,000 Imputed interest (2,251,000 ) Total operating lease liabilities $ 14,295,000 Short-term lease liabilities $ 3,781,000 Long-term lease liabilities $ 10,514,000
Schedule of Operating Leases	March 31, 2022 Weighted average remaining lease term in years 3.9 years Weighted average discount rate 13.6 %

STOCKHOLDERS EQUITY (Tables)

STOCKHOLDERS EQUITY (Tables)	9 Months Ended
	Mar. 31, 2022
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 nine months ending March 31, 2022 (2,415,000 ) (904,207 ) Unamortized deferred compensation at March 31, 2022 $ 6,903,000 2,583,801 2022 2021 Volatility - range 63.6% - 64.0% 63.5% - 66.5 Risk-free rate 0.87% - 2.42% 0.2% - 0.5% Contractual term 4.0 – 5.0 years 4.0 - 5.0 years Exercise price $0.84 - $1.24 $0.75 - $3.75
Schedule of the warrants granted	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 51,366,341 1.13 0.78 2,289,988 4.0 Exercised - - - - - Expired/Forfeited (191,852 ) 0.75 0.70 (1,950,000 ) - Outstanding March 31, 2022 59,470,897 1.12 0.75 12,498,455 3.7 Vested and exercisable March 31, 2022 58,505,968 1.11 0.88 10,976,530 3.6 Non-vested March 31, 2022 964,929 1.47 2.29 1,521,925 2.3
Schedule of Range of exercise prices and weighted average	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 $ 0.01 2,179,439 4.0 years 2,179,439 4.0 years $ 0.75 7,109,555 2.1 years 6,535,182 2.0 years $ 0.84 25,000 - - - $ 1.05 49,011,902 4.0 years 49,011,902 4.0 years $ 1.24 150,000 - - - $ 1.50 400,000 2.2 years 400,000 2.2 years $ 1.95 26,667 3.8 years 8,889 3.8 years $ 3.00 66,667 2.9 years 66,667 2.9 years $ 3.75 501,667 2.9 years 303,889 3.3 years 59,470,897 3.7 years 58,505,968 3.6 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 1,256,667 0.93 3.04 3,845,945 4.7 Exercised - - - - - Forfeited - - - - - Expired (564,556 ) 3.16 3.13 (733,295 ) - Outstanding March 31, 2021 8,550,852 1.12 1.88 12,039,000 2.5 Vested and exercisable March 31, 2021 7,598,630 1.10 1.73 9,644,333 2.4 Non-vested March 31, 2021 952,222 $ 1.24 $ 3.02 $ 2,394,667 3.4 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 7,440,667 2.5 years 6,658,445 2.3 years $ 1.50 400,000 3.2 years 400,000 3.2 years $ 1.50 26,667 0.0 years - 0.0 years $ 3.00 66,667 3.9 years 66,667 3.9 years $ 3.75 435,000 3.2 years 291,667 3.7 years $ 6.00 163,333 0.2 years 163,333 0.2 years $ 27.00 18,518 0.4 years 18,518 0.4 years 8,550,852 2.5 years 7,598,630 2.4 years
Schedule of fair value of the options	2022 2021 Volatility - range 64.20%–65.22% 64.8 % Risk-free rate 0.7% – 1.2% 0.3 % Contractual term 3.0 years 3.0 years Exercise price $ 1.49 - $3.75 $ 3.75 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 2.51 1.18 273,207 3.0 Exercised - - - - - Expired/Forfeited - - - - - Outstanding March 31, 2022 3,808,502 1.39 1.13 2,103,206 0.7 Vested and exercisable March 31, 2022 3,056,125 1.02 1.14 2,054,017 0.2 Non vested March 31, 2022 752,377 $ 2.91 $ 1.29 $ 49,189 2.6
Schedule of range of exercise prices and weighted average remaining contractual life for outstanding and exercisable options	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 0.1 years 2,618,889 0.1 years $ 1.49 10,000 2.7 years - 0.0 years $ 1.50 200,000 0.0 years 200,000 0.0 years $ 2.08 258,334 2.1 years 2,917 1.8 years $ 2.61 383,500 3.3 years 31,958 3.3 years $ 2.84 1,667 0.9 years 139 3.3 years $ 3.75 408,334 1.2 years 202,222 0.9 years 3,808,502 0.7 years 3,056,125 0.2 years 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 - - 2.8 Exercised - - - - - Forfeited - - - - - Expired (143,333 ) - - (200,000 ) - Outstanding March 31, 2021 3,310,556 1.10 1.01 1,830,000 0.5 Vested and exercisable March 31, 2021 2,883,458 0.89 0.93 1,469,818 0.3 Non-vested March 31, 2021 427,098 $ 2.59 $ 1.90 $ 360,182 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 warrant plans as of March 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 2,768,889 0.3 years 2,628,458 0.2 years $ 1.50 200,000 0.5 years 166,667 0.5 years $ 3.75 341,667 2.0 years 88,333 1.9 years 3,310,556 0.5 years 2,883,458 0.3 years

DISAGGREGATION OF REVENUE LONG-

DISAGGREGATION OF REVENUE LONG-LIVED ASSETS (Tables)	9 Months Ended
	Mar. 31, 2022
DISAGGREGATION OF REVENUE LONG-LIVED ASSETS (Tables)
Schedule of disaggregation of gross revenue	Three Months Ended March 31, Nine Months Ended March 31, 2022 2021 2022 2021 Project fees $ 2,045,000 $ 1,627,000 $ 10,045,000 $ 5,268,000 Retainer fees 5,148,000 560,000 6,059,000 1,648,000 Fee income 1,184,000 676,000 3,777,000 2,435,000 Reimbursement income 1,927,000 991,000 5,743,000 3,086,000 Performance marketing 3,827,000 - 3,827,000 - Managed services 1,543,000 - 1,543,000 - Other revenue 11,000 - 34,000 - $ 15,685,000 $ 3,854,000 $ 31,028,000 $ 12,437,000
Schedule of disaggregation of gross revenue between the United States and the United Kingdom	Three Months Ended March 31, Nine Months Ended March 31, 2022 2021 2022 2021 Gross Revenue: United States $ 13,963,000 $ 2,309,000 $ 24,481,000 $ 7,940,000 United Kingdom 1,722,000 1,545,000 6,547,000 4,497,000 Total gross revenue $ 15,685,000 $ 3,854,000 $ 31,028,000 $ 12,437,000 Three Months Ended March 31, Nine Months Ended March 31, 2022 2021 2022 2021 Gross profit: United States $ 2,911,000 $ 1,078,000 $ 7,293,000 $ 3,770,000 United Kingdom 1,036,000 835,000 3,577,000 2,307,000 Total gross profit $ 3,947,000 $ 1,913,000 $ 10,870,000 $ 6,077,000
Schedule of disaggregation of gross profit between the United States and the United Kingdom	Three Months Ended March 31, Nine Months Ended March 31, 2022 2021 2022 2021 Net Loss United States $ (13,993,000 ) $ (4,188,000 ) $ (19,954,000 ) $ (8,147,000 ) United Kingdom (395,000 ) (491,000 ) (683,000 ) (1,076,000 ) Total net loss $ (14,388,000 ) $ (4,679,000 ) $ (20,637,000 ) $ (9,223,000 )
Schedule of the disaggregation of fixed assets	United States United Kingdom Total Computer equipment $ 748,000 $ 242,000 $ 990,000 Website design 6,000 - 6,000 Office machine & equipment 53,000 42,000 95,000 Furniture & fixtures 893,000 82,000 975,000 Leasehold improvements 223,000 12,000 235,000 Tenant incentives 145,000 - 145,000 2,068,000 378,000 2,446,000 Accumulated depreciation (1,492,000 ) (312,000 ) (1,804,000 ) Net book value $ 576,000 $ 66,000 $ 642,000 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
Schedule of Intangible assets and goodwi	Intangibles US UK Total Customer relationship $ 61,860,000 $ - $ 61,860,000 Non-core customer relationships 760,000 - 760,000 Non-compete agreements 1,430,000 - 1,430,000 Technology 11,020,000 - 11,020,000 Tradename 4,070,000 - 4,070,000 Workforce acquired 2,125,000 - 2,125,000 81,265,000 - 81,265,000 Less: accumulated amortization (8,401,000 ) - (8,401,000 ) Net book value $ 72,864,000 $ - $ 72,864,000 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

PRESENTATION OF THE FINANCIAL_4

PRESENTATION OF THE FINANCIAL STATEMENTS (Details) - shares	3 Months Ended		9 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Mar. 31, 2022	Mar. 31, 2021
PRESENTATION OF THE FINANCIAL STATEMENTS (Details)
Total	103,666,022	28,033,105	103,761,217	26,639,421
Convertible preferred stock	42,048,000	18,068,034	42,048,000	18,068,034
Stock options	3,080,016	2,342,660	3,155,233	2,127,915
Stock warrants	58,538,006	7,622,411	58,557,984	6,443,472

PRESENTATION OF THE FINANCIAL_5

PRESENTATION OF THE FINANCIAL STATEMENTS (Details Narrative) - USD ($)	Aug. 14, 2020	Apr. 30, 2020	Mar. 31, 2022	Mar. 31, 2021	Mar. 31, 2022	Mar. 31, 2021	Jun. 30, 2021
Cash and cash equivalents			$ 42,400,000		$ 42,400,000
Net losses					20,600,000	$ 18
Increased accumulated deficit amount due to net loss			207,500,000		207,500,000		$ 186,900,000
Current cash on hand			42,396,000		42,396,000
Total current assets			75,200,000		75,200,000
Total current liabilities			67,400,000		$ 67,400,000
Closing rate US$: GBP					$ 1.313900	$ 1.378900
Average rate US$: GBP					$ 1.351989	$ 1.342278
Marketing and advertising cost			58,000	$ 0	$ 117,000	$ 0
Allowance for doubtful accounts			517,000		517,000		521,000
Cash FDIC uninsured amount			39,766,000		39,766,000		10,125,000
Stimulus funding not forgiven and returned					8,000
Revenue from commitments					13,618,000
Income from government grants			0	$ 831,000	262,000	$ 2,535,000
STIMULUS FUNDING [Member]
Deferred income liabilties			0		0		270,000
Contract liabilities			$ 0		0		569,000
Payroll Protection Program[Member]
Stimulus funding not forgiven and returned					$ 8,000
Deferred income liability							$ 270,000
Additional loan amount	$ 500,000
Proceeds from SBA loan	$ 1,700,000
Debt term	30 years
Small Business Administration backed loans received	$ 1,700,000
Payroll descriptions		In the United Kingdom 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.

CONVERGE DIRECT ACQUISITION (De

CONVERGE DIRECT ACQUISITION (Details)	Mar. 22, 2022USD ($)
CONVERGE DIRECT ACQUISITION (Details)
Cash held in escrow	$ 30,000,000
Cash paid at closing	65,000,000
Cash payable after a year if bank covenants satisfied	5,000,000
Fair value of common stock issued at Closing	14,875,000
Total purchase price	$ 114,875,000

CONVERGE DIRECT ACQUISITION (_2

CONVERGE DIRECT ACQUISITION (Details 1) - USD ($)	Mar. 31, 2022	Mar. 22, 2022	Jun. 30, 2021
CONVERGE DIRECT ACQUISITION (Details)
Current assets		$ 33,856,000
Fixed assets		233,000
Other non current assets		4,340,000
Intangible assets		71,000,000
Goodwill	$ 60,896,000	41,528,000	$ 19,368,000
Current liability		(30,576,000)
Other non current liabilities		(5,506,000)
Consideration		$ 114,875,000

CONVERGE DIRECT ACQUISITION (_3

CONVERGE DIRECT ACQUISITION (Details 2)	9 Months Ended
	Mar. 31, 2022USD ($)
Preliminary Fair Value	$ 71,000,000
Technology [Member]
Preliminary Fair Value	$ 10,500,000
Life in years	5 years
Discount rate	17.50%
Valuation Method	Income (Relief-from-Royalty)
Customer Relationships [Member]
Preliminary Fair Value	$ 56,900,000
Life in years	10 years
Discount rate	17.50%
Valuation Method	Income (MPEEM)
Trade Names [Member]
Preliminary Fair Value	$ 3,600,000
Life in years	10 years
Discount rate	18.50%
Valuation Method	Income (Relief-from-Royalty)

CONVERGE DIRECT ACQUISITION (_4

CONVERGE DIRECT ACQUISITION (Details 3) - USD ($)	3 Months Ended		9 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Mar. 31, 2022	Mar. 31, 2021
Gross revenue	$ 15,685,000	$ 3,854,000	$ 31,028,000	$ 12,437,000
Cost of revenues	(11,738,000)	(1,941,000)	(20,158,000)	(6,360,000)
Gross profit	3,947,000	1,913,000	10,870,000	6,077,000
Operating expenses	17,612,000	7,523,000	32,110,000	17,852,000
Net gain/(loss)	$ (14,388,000)	$ (4,679,000)	(20,637,000)	(9,223,000)
Pro Forma [Member]
Gross revenue			216,685,000	194,587,000
Cost of revenues			(183,890,000)	(167,680,000)
Gross profit			32,795,000	26,907,000
Operating expenses			(59,825,000)	(44,611,000)
Net gain/(loss)			$ (27,030,000)	$ (17,704,000)

CONVERGE DIRECT ACQUISITION (_5

CONVERGE DIRECT ACQUISITION (Details Narrative) - USD ($)	1 Months Ended
	Mar. 22, 2022	Mar. 31, 2022	Jun. 30, 2021
CONVERGE DIRECT ACQUISITION (Details)
Closing price of a common stock	$ 1.19	$ 0.001	$ 0.001
Fair value of common stock	$ 14,875,000	$ 64,000	$ 40,000
Amount payble after acquisition	$ 5,000,000
Common shares	12,500,000
Total purchase price	$ 114,875,000
Fair value of common stock issued at Closing	14,875,000
Cash payable after a year if bank covenants satisfied	5,000,000
Cash paid at closing	65,000,000
Cash held in escrow	$ 30,000,000
Lock up shares	12,500,000
Total purchase price value for acquisition	$ 125,000,000
Description of acquisition of Converge Direct, LLC	All 12,500,000 shares are subject to a nine (9) month lock-up. Pursuant to the provisions of the Membership Interest Purchase Agreement (the “MIPA”) dated as of November 22, 2021, as amended, an aggregate of $2,500,000 (10%) or 1,250,000 shares of the common stock issued to the Sellers are held in escrow to secure against claims for indemnification. The escrowed shares shall be held until the later of (a) one year from the Closing Date, or (b) the resolution of indemnification claims

PROPERTY AND EQUIPMENT (Details

PROPERTY AND EQUIPMENT (Details) - USD ($)	Mar. 31, 2022	Jun. 30, 2021
Property plant and equipment	$ 2,446,000	$ 1,518,000
Accumulated depreciation	(1,804,000)	(1,175,000)
Net book value	642,000	343,000
Website Design [Member]
Property plant and equipment	6,000	6,000
Tenant Incentives [Member]
Property plant and equipment	145,000	145,000
Computer Equipment [Member]
Property plant and equipment	990,000	697,000
Office Machine & Equipment [Member]
Property plant and equipment	95,000	97,000
Furniture & Fixtures [Member]
Property plant and equipment	975,000	438,000
Leasehold Improvements [Member]
Property plant and equipment	$ 235,000	$ 135,000

PROPERTY AND EQUIPMENT (Detai_2

PROPERTY AND EQUIPMENT (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Mar. 31, 2022	Mar. 31, 2021
PROPERTY AND EQUIPMENT
Depereciation expense	$ 33,000	$ 34,000	$ 91,000	$ 95,000

INTANGIBLE ASSETS (Details)

INTANGIBLE ASSETS (Details) - USD ($)	Mar. 31, 2022	Jun. 30, 2021
Intangible assets, Gross	$ 81,265,000	$ 10,265,000
Intangible assets, net	72,864,000	2,603,000
Accumulated amortization	(8,401,000)	(7,662,000)
Customer Relationship [Member]
Intangible assets, Gross	61,860,000	4,960,000
Non-Core Customer Relationships [Member]
Intangible assets, Gross	760,000	760,000
Non-Compete Agreements [Member]
Intangible assets, Gross	1,430,000	1,430,000
Technology [Member]
Intangible assets, Gross	11,020,000	520,000
Tradename [Member]
Intangible assets, Gross	4,070,000	470,000
Workforce Acquired [Member]
Intangible assets, Gross	$ 2,125,000	$ 2,125,000

INTANGIBLE ASSETS (Details 1)

INTANGIBLE ASSETS (Details 1)	Mar. 31, 2022USD ($)
INTANGIBLE ASSETS
Remaining 2022	$ 2,949,000
2023	8,837,000
2024	8,549,000
2025	8,527,000
2026	8,427,000
2027	7,742,000
2028	6,050,000
2029	6,050,000
2030 and thereafter	15,733,000
Intangible Assets Net recognized	$ 72,864,000

INTANGIBLE ASSETS (Details Narr

INTANGIBLE ASSETS (Details Narrative1) - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Mar. 31, 2022	Mar. 31, 2021	Jun. 30, 2021
INTANGIBLE ASSETS
Impairment intangible assets	$ 0	$ 0	$ 0	$ 0	$ 0
Amortization expense	$ 396,000	$ 540,000	$ 739,000	$ 1,619,000

ACCOUNTS PAYABLE ACCRUED EXPE_3

ACCOUNTS PAYABLE ACCRUED EXPENSES (Details) - USD ($)	Mar. 31, 2022	Jun. 30, 2021
Accounts payable and accrued expenses	$ 40,808,000	$ 8,363,000
Accounts Payable [Member]
Accounts payable	10,491,000	2,362,000
Accrued expenses	29,083,000	4,819,000
Accrued payroll	700,000	294,000
Accrued taxes	534,000	888,000
Accounts payable and accrued expenses	$ 40,808,000	$ 8,363,000

ACCOUNTS PAYABLE ACCRUED EXPE_4

ACCOUNTS PAYABLE ACCRUED EXPENSES (Details Narrative) - USD ($)	Dec. 31, 2021	Jun. 30, 2021
ACCOUNTS PAYABLE ACCRUED EXPENSES
Accounts payable and accrued expense	$ 40,808,000	$ 8,363,000

CONVERTIBLE NOTES PAYABLE (Deta

CONVERTIBLE NOTES PAYABLE (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Mar. 31, 2022	Mar. 31, 2021	Jun. 30, 2021
Notes payable outstanding	$ 50,000		$ 50,000		$ 50,000
Promissory note	0		0
Interest expenses convertible note payables	1,000	$ 12,000	4,000	$ 24,000
Amortization expenses	0	$ 0	0	409,000
October 2020 [Member]
Interest expenses convertible note payables			$ 1,000	$ 4,000
Interest rate			10.00%
Risk free rate			2.42%
Volality rate			63.62%
Warrants exercise price			$ 2.25
Fair market value of the embedded conversion feature	$ 1,000		$ 1,000		$ 13,000
Issuance of warrants			6,667
Term period			1 year

NOTES PAYABLE (Details)

NOTES PAYABLE (Details) - Notes Payable [Member]	Mar. 31, 2022USD ($)
Principal balance	$ 76,500,000
Fair value of the warrants	(2,433,000)
Original issue discount	(1,500,000)
Debt issuance costs	(5,282,000)
Outstanding balance, net	67,285,000
Current portion	1,461,000
Long-term portion	$ 65,824,000

NOTES PAYABLE (Details 1)

NOTES PAYABLE (Details 1) - Notes Payable [Member]	Mar. 31, 2022USD ($)
FY 2022	$ 956,250
2023	3,825,000
2024	3,825,000
2025	3,825,000
2026	64,068,750
Total	$ 76,500,000

NOTES PAYABLE (Details Narrativ

NOTES PAYABLE (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Mar. 31, 2022	Mar. 31, 2021
Amortization of debt discount	$ 0	$ 0	$ 0	$ (409,000)
Gain on derivative liabilities	201,000	0	213,000	0
Notes Payable [Member]
Term Loan	75,000,000		75,000,000
First Lien Term Loan	75,000,000		$ 75,000,000
Matutity			four-year maturity
Amortized			5.00%
Description of Term Loan			1.0% commitment fee and an upfront fee of 2.0% of the Credit Facility paid at closing, plus an administrative agency fee of $250,000 per year; (v) a first priority perfected lien on all property and assets including all outstanding equity of the Company’s subsidiaries; (vi) 1.5% fully-diluted penny warrant coverage in the combined entity; (vii) mandatory prepayment for 50% of excess cash flow and 100% of proceeds from various transactions; (viii) customary affirmative, negative and financial covenants; (ix) delivery of audited financial statements of Converge; and (x) customary closing conditions. The Company agreed to customary restrictive covenants in the Credit Facility and leverage ratios, fixed charge coverage ratios, and maintaining liquidity of at least $6,000,000 at all times.
Common Stock			1,929,439
Price per share			$ 0.01
Amortization of debt discount			$ 0
Debt discount	9,215,000		9,215,000
Gain on derivative liabilities			201,000
Fair market value warrant liability	2,433,000	$ 2,232,000	2,433,000	$ 2,232,000
Total	$ 76,500,000		$ 76,500,000

NOTE PAYABLE RELATED PARTY (Det

NOTE PAYABLE RELATED PARTY (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Mar. 31, 2022	Mar. 31, 2021	Jun. 30, 2021
Interest expense	$ 4,000	$ 10,000	$ 13,000	$ 30,000
Dan Pappalardo [Member]
Interest expense	4,000	5,000	13,000	15,000
Due to related party	120,000		$ 120,000		$ 200,000
Interest rate			10.00%
Principal payment	30,000		$ 80,000
Sally Pappalardo [Member]
Interest expense		5,000		15,000
Due to related party	$ 0	$ 235,000	$ 0	$ 235,000
Interest rate			10.00%
Principal payment					300,000
Outstanding principal					235,000
Accrued interest					$ 65,000

LEASES LIABILITIES (Details)

LEASES LIABILITIES (Details) - Undiscounted Cash Flows [Member]	9 Months Ended
	Mar. 31, 2022USD ($)
Discount rate	5.50%
Remainder of 2022	$ 2,383,000
2023	2,728,000
2024	2,724,000
2025	2,434,000
2026	2,063,000
2027	1,388,000
2028	947,000
2029	970,000
2030	909,000
Total undiscounted minimum future payments	16,546,000
Imputed interest	(2,251,000)
Total operating lease liabilities	14,295,000
Short-term lease liabilities	3,781,000
Long-term lease liabilities	$ 10,514,000

LEASES LIABILITIES (Details 1)

LEASES LIABILITIES (Details 1)	3 Months Ended
	Dec. 31, 2021
LEASE LIABILITIES
Weighted average remaining lease term in years	3 years 10 months 24 days
Weighted average discount rate	13.60%

LEASES LIABILITIES (Details Nar

LEASES LIABILITIES (Details Narrative) - USD ($)	May 02, 2017	Apr. 06, 2016	Oct. 20, 2021	Aug. 31, 2021	May 31, 2021	Feb. 01, 2020	Apr. 30, 2019	Apr. 19, 2018	Feb. 01, 2018	Jan. 19, 2018	Mar. 31, 2022	Mar. 31, 2021	Jun. 30, 2021
Lease expense		$ 52,875
Lease expense per month		$ 8,858
Lease rent expense											$ 1,440,000	$ 1,283,000
Long term Operating lease liability											10,514,000		$ 5,835,000
Operating lease Right of use assets											9,543,000		6,887,000
Lease Agreement [Member]
Lease expense	$ 34,278		$ 11,000	$ 8,390	$ 1,800	$ 42,265	$ 62,848		$ 4,120
Operating lease Right of use assets											467,000
Annual rate increase	2.50%		4.00%	3.00%	3.00%	3.50%	2.50%		3.50%
Lease expiry date	May 1, 2027		Feb. 29, 2024	Jul. 31, 2026	May 31, 2023	Jan. 31, 2025	Oct. 15, 2029		Jan. 31, 2023
Loss from early termination of operating lease											$ 3,000
Description of amenment lease agreement											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
Sublease Agreements [Member]
Annual rate increase										3.00%
Lease income								$ 5,163		$ 22,496
July 1, 2019 [Member]
Long term Operating lease liability											$ 6,916,000
Current Operating lease liability											2,275,000
Operating lease Right of use assets											8,348,000
Leases [Member]
Long term Operating lease liability											10,514,000		5,835,000
Current Operating lease liability											3,781,000		3,344,000
Operating lease Right of use assets											$ 9,543,000		$ 6,887,000

LEGAL MATTERS (Details Narrativ

LEGAL MATTERS (Details Narrative) - USD ($)	3 Months Ended			9 Months Ended
	Mar. 31, 2022	Sep. 30, 2021	Mar. 31, 2021	Mar. 31, 2022	Mar. 31, 2021
Other income	$ 35,000		$ 122,000	$ 1,220,000	$ 378,000
Mission Culture LLC [Member]
Other income		$ 133,000
Amount due for services		$ 905,000
Installments of payments				10,000
Claim settlement				110,000
Upfront payment				$ 70,000

STOCKHOLDERS EQUITY (Details)

STOCKHOLDERS EQUITY (Details)	9 Months Ended
	Mar. 31, 2022USD ($)
STOCKHOLDERS EQUITY
Balance upon issuance Loan warrants	$ 2,433,000
Preferred stock warrants	28,407,000
Warrant liability, Gross	30,840,000
Change in fair value	(201,000)
Balance on March 31, 2022	$ 30,639,000

STOCKHOLDERS EQUITY (Details 1)

STOCKHOLDERS EQUITY (Details 1) - USD ($)	9 Months Ended	12 Months Ended
	Mar. 31, 2022	Jun. 30, 2021
STOCKHOLDERS EQUITY
Deferred compensation balance recorded at acquisition date,		$ 9,680,000
Deferred compensation balance recorded at acquisition date, share		3,623,433
Vested portion of deferred compensation	$ (2,415,000)	$ (362,000)
Unamortized deferred compensation balance	$ 6,903,000	$ 9,318,000
Vested portion of deferred compensation unvested shares	(904,207)	(135,425)
Unamortized deferred compensation balance unvested shares	2,583,801	3,488,008

STOCKHOLDERS EQUITY (Details 2)

STOCKHOLDERS EQUITY (Details 2) - Warrant [Member] - $ / shares	9 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Minimum [Member]
Risk-free rate	0.87%	0.20%
Exercise price	$ 0.84	$ 0.75
Volatility	63.60%	63.50%
Contractual term	4 years	4 years
Maximum [Member]
Risk-free rate	2.42%	0.50%
Exercise price	$ 1.24	$ 3.75
Volatility	64.00%	66.50%
Contractual term	5 years	5 years

STOCKHOLDERS EQUITY (Details 3)

STOCKHOLDERS EQUITY (Details 3) - Warrant [Member] - USD ($)	9 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Number of Shares, Outstanding Beginning Balance	8,296,408	7,858,741
Number of Shares, Granted	51,366,341	1,256,667
Number of Shares, Exercised	0	0
Number of Shares, Forfeited		0
Number of Shares, Expired		564,556
Number of Shares, Expired/Forfeited	(191,852)	0
Number of Shares, Outstanding Ending Balance	59,470,897	8,550,852
Number of Shares, Vested and exercisable Ending Balance	58,505,968	7,598,630
Number of Shares, Non-vested Ending Balance	964,929	952,222
Weighted-Average Exercise Price, Outstanding Beginning Balance	$ 1.05	$ 1.52
Weighted-Average Exercise Price, Exercised	0	0
Weighted-Average Exercise Price, Forfeited	0.75	0
Weighted-Average Exercise Price, Expired		3.16
Weighted-Average Exercise Price, Outstanding Ending Balance	1.12	1.12
Weighted-Average Exercise Price, Vested and exercisable Ending Balance	1.11	1.10
Weighted-Average Exercise Price, Non-vested Ending Balance	1.47	1.24
Weighted-Average Grant-Date Fair Value, Outstanding Beginning Balance	1.90	1.92
Weighted-Average Grant-Date Fair Value, Granted	0.78	3.04
Weighted-Average Grant-Date Fair Value, Exercised	0	0
Weighted-Average Grant-Date Fair Value, Forfeited		0
Weighted-Average Grant-Date Fair Value, Expired		3.13
Weighted-Average Grant-Date Fair Value, Expired/Forfeited	0.70
Weighted-Average Grant-Date Fair Value, Outstanding Ending Balance	0.75	1.88
Weighted-Average Grant-Date Fair Value, Vested and exercisable Ending Balance	0.88	1.73
Weighted-Average Grant-Date Fair Value, Non-vested Ending Balance	$ 2.29	$ 3.02
Aggregate Intrinsic Value of Outstanding Warrant Shares, Outstanding Beginning Balance	$ 12,158,467	$ 9,234,295
Aggregate Intrinsic Value of Outstanding Warrant Shares, Granted	2,289,988	3,845,945
Aggregate Intrinsic Value of Outstanding Warrant Shares, Exercised	0	0
Aggregate Intrinsic Value of Outstanding Warrant Shares, Forfeited		0
Aggregate Intrinsic Value of Outstanding Warrant Shares, Expired		(733,295)
Aggregate Intrinsic Value of Outstanding Warrant Shares, Expired/Forfeited	(1,950,000)	0
Aggregate Intrinsic Value of Outstanding Warrant Shares, Outstanding Ending Balance	12,498,455	12,039,000
Aggregate Intrinsic Value of Outstanding Warrant Shares, Vested and exercisable Ending Balance	10,976,530	9,644,333
Aggregate Intrinsic Value of Outstanding Warrant Shares, Non-vested Ending Balance	$ 1,521,925	$ 2,394,667
Weighted-Average Remaining Contractual Term (in years), Outstanding Beginning Balance	2 years 2 months 12 days	3 years
Weighted-Average Remaining Contractual Term (in years), Granted	4 years	4 years 8 months 12 days
Weighted-Average Remaining Contractual Term (in years), Outstanding Ending Balance	3 years 8 months 12 days	2 years 6 months
Weighted-Average Remaining Contractual Term (in years), Vested and exercisable Ending Balance	3 years 7 months 6 days	2 years 4 months 24 days
Weighted-Average Remaining Contractual Term (in years), Non-vested Ending Balance	2 years 3 months 18 days	3 years 4 months 24 days

STOCKHOLDERS EQUITY (Details 4)

STOCKHOLDERS EQUITY (Details 4) - Warrant [Member] - shares	9 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Weighted average remaining contractual life, Outstanding	3 years 8 months 12 days	2 years 6 months
Number of Shares, Outstanding	59,470,897	8,550,852
Number of Shares, Exercisable	58,505,968	7,598,630
Weighted average remaining contractual life, Exercisable	3 years 7 months 6 days	2 years 4 months 24 days
0.01 Price [Member]
Weighted average remaining contractual life, Outstanding	4 years
Number of Shares, Outstanding	2,179,439
Number of Shares, Exercisable	2,179,439
Weighted average remaining contractual life, Exercisable	4 years
0.75 [Member]
Weighted average remaining contractual life, Outstanding	2 years 1 month 6 days	2 years 6 months
Number of Shares, Outstanding	7,109,555	7,440,667
Number of Shares, Exercisable	6,535,182	6,658,445
Weighted average remaining contractual life, Exercisable	2 years	2 years 3 months 18 days
0.84 [Member]
Weighted average remaining contractual life, Outstanding	0 years
Number of Shares, Outstanding	25,000
Number of Shares, Exercisable	0
Weighted average remaining contractual life, Exercisable	0 years
1.50 [Member]
Weighted average remaining contractual life, Outstanding	2 years 2 months 12 days	3 years 2 months 12 days
Number of Shares, Outstanding	400,000	400,000
Number of Shares, Exercisable	400,000	400,000
Weighted average remaining contractual life, Exercisable	2 years 2 months 12 days	3 years 2 months 12 days
1.95 [Member]
Weighted average remaining contractual life, Outstanding	3 years 9 months 18 days
Number of Shares, Outstanding	26,667
Number of Shares, Exercisable	8,889
Weighted average remaining contractual life, Exercisable	3 years 9 months 18 days
3.00 [Member]
Weighted average remaining contractual life, Outstanding	2 years 10 months 24 days	3 years 10 months 24 days
Weighted average remaining contractual life, Exercisable	2 years 10 months 24 days	3 years 10 months 24 days
Number of Shares, Outstanding	66,667	66,667
Number of Shares, Exercisable	66,667	66,667
3.75 [Member]
Weighted average remaining contractual life, Outstanding	2 years 10 months 24 days	3 years 2 months 12 days
Weighted average remaining contractual life, Exercisable	3 years 3 months 18 days	3 years 8 months 12 days
Number of Shares, Outstanding	501,667	435,000
Number of Shares, Exercisable	303,889	291,667
6.00 [Member]
Weighted average remaining contractual life, Outstanding		2 months 12 days
Weighted average remaining contractual life, Exercisable		2 months 12 days
Number of Shares, Outstanding		163,333
Number of Shares, Exercisable		163,333
27.00 [Member]
Weighted average remaining contractual life, Outstanding		4 months 24 days
Weighted average remaining contractual life, Exercisable		4 months 24 days
Number of Shares, Outstanding		18,518
Number of Shares, Exercisable		18,518
1.07 [Member]
Weighted average remaining contractual life, Outstanding	4 years
Number of Shares, Outstanding	49,011,902
Number of Shares, Exercisable	49,011,902
Weighted average remaining contractual life, Exercisable	4 years
1.24 [Member]
Weighted average remaining contractual life, Outstanding	0 years
Number of Shares, Outstanding	150,000
Number of Shares, Exercisable	0
Weighted average remaining contractual life, Exercisable	0 years

STOCKHOLDERS EQUITY (Details 5)

STOCKHOLDERS EQUITY (Details 5) - Options [Member] - $ / shares	9 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Risk-free rate		0.30%
Exercise price	$ 2.51	$ 3.75
Volatility		64.80%
Contractual term	3 years	3 years
Minimum [Member]
Risk-free rate	0.70%
Exercise price	$ 1.49
Volatility	64.20%
Maximum [Member]
Risk-free rate	1.20%
Exercise price	$ 3.75
Volatility	65.22%

STOCKHOLDERS EQUITY (Details 6)

STOCKHOLDERS EQUITY (Details 6) - Options [Member] - USD ($)	9 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Number of Shares, Outstanding Beginning Balance	3,088,333	3,377,222
Number of Shares, Granted	720,169	76,667
Number of Shares, Exercised	0	0
Number of Shares, Forfeited		0
Number of Shares, Expired		143,333
Number of Shares, Expired/Forfeited	0	0
Number of Shares, Outstanding Ending Balance	3,808,502	3,310,556
Number of Shares, Vested and exercisable Ending Balance	3,056,125	2,883,458
Number of Shares, Non-vested Ending Balance	752,377	427,098
Weighted-Average Exercise Price, Outstanding Beginning Balance	$ 1.13	$ 1.10
Weighted-Average Exercise Price, Granted	2.51	3.75
Weighted-Average Exercise Price, Exercised	0	0
Weighted-Average Exercise Price, Forfeited		0
Weighted-Average Exercise Price, Expired	0	0
Weighted-Average Exercise Price, Expired/Forfeited	0
Weighted-Average Exercise Price, Outstanding Ending Balance	1.39	1.10
Weighted-Average Exercise Price, Vested and exercisable Ending Balance	1.02	0.89
Weighted-Average Exercise Price, Non-vested Ending Balance	2.91	2.59
Weighted-Average Grant-Date Fair Value, Outstanding Beginning Balance	1.06	1.06
Weighted-Average Grant-Date Fair Value, Granted	1.18	0
Weighted-Average Grant-Date Fair Value, Exercised	0	0
Weighted-Average Grant-Date Fair Value, Forfeited		0
Weighted-Average Grant-Date Fair Value, Expired		0
Weighted-Average Grant-Date Fair Value, Expired/Forfeited	0
Weighted-Average Grant-Date Fair Value, Outstanding Ending Balance	1.13	1.01
Weighted-Average Grant-Date Fair Value, Vested and exercisable Ending Balance	1.14	0.93
Weighted-Average Grant-Date Fair Value, Non-vested Ending Balance	$ 1.29	$ 1.90
Aggregate Intrinsic Value of Outstanding Warrant Shares, Outstanding Beginning Balance	$ 1,829,999	$ 2,030,000
Aggregate Intrinsic Value of Outstanding Warrant Shares, Granted	273,207	0
Aggregate Intrinsic Value of Outstanding Warrant Shares, Exercised	0	0
Aggregate Intrinsic Value of Outstanding Warrant Shares, Forfeited		0
Aggregate Intrinsic Value of Outstanding Warrant Shares, Expired		(200,000)
Aggregate Intrinsic Value of Outstanding Warrant Shares, Expired/Forfeited	0	0
Aggregate Intrinsic Value of Outstanding Warrant Shares, Outstanding Ending Balance	2,103,206	1,830,000
Aggregate Intrinsic Value of Outstanding Warrant Shares, Vested and exercisable Ending Balance	2,054,017	1,469,818
Aggregate Intrinsic Value of Outstanding Warrant Shares, Non-vested Ending Balance	$ 49,189	$ 360,182
Weighted-Average Remaining Contractual Term (in years), Outstanding Beginning Balance	4 months 24 days	8 months 12 days
Weighted-Average Remaining Contractual Term (in years), Granted	3 years	2 years 9 months 18 days
Weighted-Average Remaining Contractual Term (in years), Outstanding Ending Balance	8 months 12 days	6 months
Weighted-Average Remaining Contractual Term (in years), Vested and exercisable Ending Balance	2 months 12 days	3 months 18 days
Weighted-Average Remaining Contractual Term (in years), Non-vested Ending Balance	2 years 7 months 6 days	1 year 6 months

STOCKHOLDERS EQUITY (Details 7)

STOCKHOLDERS EQUITY (Details 7) - Options [Member] - shares	9 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Number of Shares, Outstanding	3,808,502	3,310,556
Number of Shares, Exercisable	3,056,125	2,883,458
Weighted average remaining contractual life, Outstanding	8 months 12 days	6 months
Weighted average remaining contractual life, Exercisable	2 months 12 days	3 months 18 days
0.75 [Member]
Number of Shares, Outstanding	2,546,667	2,768,889
Number of Shares, Exercisable	2,618,889	2,628,458
Weighted average remaining contractual life, Outstanding	1 month 6 days	3 months 18 days
Weighted average remaining contractual life, Exercisable	1 month 6 days	2 months 12 days
1.49 [Member]
Number of Shares, Outstanding	10,000
Number of Shares, Exercisable	0
Weighted average remaining contractual life, Outstanding	2 years 8 months 12 days
Weighted average remaining contractual life, Exercisable	0 years
1.50 [Member]
Number of Shares, Outstanding	200,000	200,000
Number of Shares, Exercisable	200,000	166,667
Weighted average remaining contractual life, Outstanding	0 years	6 months
Weighted average remaining contractual life, Exercisable	0 years	6 months
2.08 [Member]
Number of Shares, Outstanding	258,334
Number of Shares, Exercisable	2,917
Weighted average remaining contractual life, Outstanding	2 years 1 month 6 days
Weighted average remaining contractual life, Exercisable	1 year 9 months 18 days
2.61 [Member]
Weighted average remaining contractual life, Outstanding	3 years 3 months 18 days
Number of Shares, Outstanding	383,500
Number of Shares, Exercisable	31,958
3.75 [Member]
Weighted average remaining contractual life, Outstanding	1 year 2 months 12 days	2 years
Weighted average remaining contractual life, Exercisable	10 months 24 days	1 year 10 months 24 days
Number of Shares, Outstanding	408,334	341,667
Number of Shares, Exercisable	202,222	88,333
2.84 [Member]
Weighted average remaining contractual life, Outstanding	10 months 24 days
Weighted average remaining contractual life, Exercisable	3 years 3 months 18 days
Number of Shares, Outstanding	1,667
Number of Shares, Exercisable	139

STOCKHOLDERS EQUITY (Details Na

STOCKHOLDERS EQUITY (Details Narrative) - USD ($)	Jun. 13, 2017	Aug. 31, 2021	May 21, 2021	Jun. 30, 2020	Mar. 31, 2022	Dec. 31, 2021	Mar. 31, 2021	Sep. 30, 2020	Mar. 31, 2022	Mar. 31, 2021	Mar. 30, 2022	Mar. 22, 2022	Mar. 18, 2022	Oct. 28, 2021	Jun. 30, 2021	May 31, 2020
Purchase of Common Stock Shares									33,333,333
Fair market value of warrants									$ 28,407,000	$ 28,407,000
Shares issuable upon conversion of stock															18,158,768
stock-based compensation					$ 805,000				$ 2,415,000
Warrants exercisable, term									5 years
Warrants exercisable, price									$ 2
Description of conversion price adjusted									The Conversion Price shall be downwardly adjusted (the “Registration Reset Price”) to the greater of (i) eighty (80%) percent of the average of the ten (10) lowest daily VWAPs during the forty (40) trading day period beginning on and including the Trading Day immediately follow the Effective Date of the initial Registration Statement in July 2022, and (ii) the Floor Price of $0.25 per share.
Common stock, shares issued					64,159,616				64,159,616						39,496,588
Common stock, shares outstanding					64,159,616				64,159,616						39,496,588
Number of authorized shares					825,000,000				825,000,000		315,000,000
Common stock, shares authorized					800,000,000				800,000,000				800,000,000		800,000,000
Common stock, shares par value					$ 0.001				$ 0.001			$ 1.19			$ 0.001
Decrease in authorized shares									315,000,000
Preferred stock share authorized					15,000,000				15,000,000				25,000,000		15,000,000
Reverse stock split desciption				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
Preferred stock, shares par value					$ 0.01				$ 0.01				$ 0.01		$ 0.01
Class of warrants or rights outstanding					59,470,897		8,550,852		59,470,897	8,550,852
Class of warrants or rights outstanding, intrinsic value					$ 12,498,000		$ 12,039,000		$ 12,498,000	$ 12,039,000
cash					42,396,000				42,396,000
Acquisition price					827,000		0		827,000	0
Professional Fees					$ 2,577,000		136,000		$ 3,445,000	$ 1,274,000
Acquisition of Converge Direct, LLC [Member]
Shares Issue					12,500,000
Fair value of shares												$ 14,875,000
Share price					$ 2				$ 2			$ 1.19
Acquisition price					$ 25,000,000
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
Fintech Patform Redeeem, LLC [Member]
Conversion price per share			$ 2.6715
Stock payable to related party			$ 1,210,000
Acquire of assets and liabilities			2,600,000
cash			1,200,000
Specific liabilities			166,000
Common stock , vested, value			$ 9,680,000
Common stock to be issued to Redeeem's employees			452,929
Common Stock Shares Issued And Held In Escrow		3,623,433
Common stock shares vested in Escrow		2,583,801
Convertible promissory note holder 1 [Member]
Common stock shares issued upon conversion of debt and equity								387,222
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
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 4 [Member]
Common stock shares issued upon conversion of debt and equity								1,733,334
Conversion price per share								$ 0.75
Convertible promissory note elected to be converted								$ 1,300,000
Series A Convertible Preferred Stocks [Member]
Preferred stock share authorized					5,000,000				5,000,000						5,000,000
Preferred stock, shares par value					$ 0.01				$ 0.01						$ 0.01
Preferred stock, shares outstanding					720,000				720,000						720,000
Preferred stock, shares issued					720,000				720,000						720,000
Series B Convertible Preferred Stocks [Member]
Shares issuable upon conversion of stock															594,048
Preferred stock share authorized					3,000,000				3,000,000
Preferred stock, shares par value					$ 0.01				$ 0.01
Preferred stock, shares outstanding					0				0						0
Preferred stock, shares issued					0				0						0
Convertible preferred stock available at conversion															2,495,000
Price per share															$ 4.20
Series C Convertible Preferred Stocks [Member]
Shares issuable upon conversion of stock															12,287,386
Preferred stock share authorized					1,200,000				1,200,000
Preferred stock, shares par value					$ 0.01				$ 0.01
Preferred stock, shares outstanding					0				0						0
Preferred stock, shares issued					0				0						0
Convertible preferred stock available at conversion															911,149
Price per share															$ 0.75
Series D Convertible Preferred Stocks [Member]
Shares issuable upon conversion of stock															5,277,334
Preferred stock share authorized					2,500,000				2,500,000
Preferred stock, shares par value					$ 0.01				$ 0.01
Preferred stock, shares outstanding					0				0						0
Preferred stock, shares issued					0				0						0
Convertible preferred stock available at conversion															1,979,000
Price per share															$ 3.75
Reverse Stock Split [Member]
Common stock, shares authorized																600,000,000
Common stock, shares par value																$ 0.001
Preferred stock share authorized																15,000,000
Preferred stock, shares par value																$ 0.20
Series A Preferred Stock [Member]
Preferred stock share authorized					5,000,000				5,000,000						5,000,000
Preferred stock, shares par value					$ 0.01				$ 0.01						$ 0.01
Preferred stock, shares outstanding					720,000				720,000						720,000
Preferred stock, shares issued					720,000				720,000						720,000
Series E, Preferred Stock
Preferred stock share authorized					500,000				500,000
Preferred stock, shares par value					$ 0.01				$ 0.01
Preferred stock, shares outstanding					500,000				500,000
Preferred stock, shares issued					500,000				500,000
Common Stock issuable upon full conversion of Series E Preferred Stock					200,000,000
Stated Value per share									$ 100
Sale of convertible preferred stock, amount									$ 50,000,000
Floor Price									$ 0.25
Executive Officers Directors And Employees [Member]
Restricted stock units issued					8,600,000
Restricted stock units issued vested					8,000,000				8,000,000
Restricted stock units distributed					5,800,000
Restricted stock units issued reported					2,200,000
2021 Equity Incentive Plan [Member]
Number Of Shares Authorized														12,000,000
2021 Equity Incentive Plan [Member] | Executive Officers And Directors Member [Member] | Restricted Stock Units (RSUs) [Member]
Non-vested Equity Intrument Other Than Options, Outstanding														4,400,000
2021 Equity Incentive Plan [Member] | Employees [Member] | Restricted Stock Units (RSUs) [Member]
Non-vested Equity Intrument Other Than Options, Outstanding														4,200,000
Securities Purchase Agreement [Member] | Certain Institutiona lInvestors [Member]
Par value, per share					$ 0.01
Issue and sell in private offering an aggregate amount					$ 50,000,000
Warrants to purchase shares of common, percentage					100.00%
Agreed to sell shares of its Series E Preferred Stock					500,000
Warrants to purchase up to shares of common stock					33,333,333
Stated value of per share					$ 100
conversion price per share					$ 1.50
ISO's Awards [Member] | Certain Employees [Member]
Compensation expenses					$ 256,000		271,000
Compensation expenses related to unvested warrants					$ 748,000		$ 360,000
Compensation expenses related to unvested warrants weighted average remaining term					2 years 7 months 6 days		1 year 6 months
2017 Equity Incentive Plan [Member]
Public offering common stock and warrants	3,333,334

DISAGGREGATION OF REVENUE LON_2

DISAGGREGATION OF REVENUE LONGLIVED ASSETS (Details) - USD ($)	3 Months Ended		9 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Mar. 31, 2022	Mar. 31, 2021
Project revenues, net	$ 15,685,000	$ 3,854,000	$ 31,028,000	$ 12,437,000
Project fees [Member]
Project revenues, net	2,045,000	1,627,000	10,045,000	5,268,000
Retainer Fees [Member]
Project revenues, net	5,148,000	560,000	6,059,000	1,648,000
Fee Income [Member]
Project revenues, net	1,184,000	676,000	3,777,000	2,435,000
Reimbursement Income [Member]
Project revenues, net	1,927,000	991,000	5,743,000	3,086,000
Performance Marketing [Member]
Project revenues, net	3,827,000	0	3,827,000	0
Managed Services [Member]
Project revenues, net	1,543,000	0	1,543,000	0
Other Revenue [Member]
Project revenues, net	$ 11,000	$ 0	$ 34,000	$ 0

DISAGGREGATION OF REVENUE LON_3

DISAGGREGATION OF REVENUE LONGLIVED ASSETS (Details 1) - USD ($)	3 Months Ended		9 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Mar. 31, 2022	Mar. 31, 2021
Project revenues, net	$ 15,685,000	$ 3,854,000	$ 31,028,000	$ 12,437,000
United Kingdom [Member]
Project revenues, net	1,722,000	1,545,000	6,547,000	4,497,000
United States [Member]
Project revenues, net	13,963,000	2,309,000	24,481,000	7,940,000
All Country [Member]
Project revenues, net	$ 15,685,000	$ 3,854,000	$ 31,028,000	$ 12,437,000

DISAGGREGATION OF REVENUE LON_4

DISAGGREGATION OF REVENUE LONGLIVED ASSETS (Details 2) - USD ($)	3 Months Ended		9 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Mar. 31, 2022	Mar. 31, 2021
Project profit, net	$ 3,947,000	$ 1,913,000	$ 10,870,000	$ 6,077,000
United Kingdom [Member]
Project profit, net	1,036,000	835,000	3,577,000	2,307,000
United States [Member]
Project profit, net	$ 2,911,000	$ 1,078,000	$ 7,293,000	$ 3,770,000

DISAGGREGATION OF REVENUE LON_5

DISAGGREGATION OF REVENUE LONGLIVED ASSETS (Details 3) - USD ($)	3 Months Ended		9 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Mar. 31, 2022	Mar. 31, 2021
Total net loss	$ 14,388,000	$ (4,679,000)	$ (20,637,000)	$ (9,223,000)
United Kingdom [Member]
Total net loss	(395,000)	(491,000)	(683,000)	(1,076,000)
United States [Member]
Total net loss	$ (13,993,000)	$ (4,188,000)	$ (19,954,000)	$ (8,147,000)

DISAGGREGATION OF REVENUE LON_6

DISAGGREGATION OF REVENUE LONGLIVED ASSETS (Details 4) - USD ($)	Mar. 31, 2022	Jun. 30, 2021
Property plant and equipment	$ 2,446,000	$ 1,518,000
Accumulated depreciation	(1,804,000)	(1,175,000)
Net book value	642,000	343,000
Website Design [Member]
Property plant and equipment	6,000	6,000
Tenant Incentives [Member]
Property plant and equipment	145,000	145,000
United Kingdom [Member]
Property plant and equipment	378,000	361,000
Accumulated depreciation	(312,000)	(308,000)
Net book value	66,000	53,000
Computer Equipment [Member]
Property plant and equipment	990,000	697,000
Computer Equipment [Member] | United Kingdom [Member]
Property plant and equipment	242,000	229,000
Office Machine & Equipment [Member]
Property plant and equipment	95,000	97,000
Furniture & Fixtures [Member]
Property plant and equipment	975,000	438,000
Leasehold Improvements [Member]
Property plant and equipment	235,000	135,000
Leasehold Improvements [Member] | United Kingdom [Member]
Property plant and equipment	12,000	0
Leasehold Improvements [Member] | United States [Member]
Property plant and equipment	223,000	135,000
Tenant Incentives[Member] | United Kingdom [Member]
Property plant and equipment	0	0
Website Design [Member] | United Kingdom [Member]
Property plant and equipment	0	0
Website Design [Member] | United States [Member]
Property plant and equipment	6,000	6,000
Office Machine & Equipment [Member] | United Kingdom [Member]
Property plant and equipment	42,000	46,000
Office Machine & Equipment [Member] | United States [Member]
Property plant and equipment	53,000	51,000
Computer Equipment [Member] | United States [Member]
Property plant and equipment	748,000	468,000
Furniture & Fixtures [Member] | United Kingdom [Member]
Property plant and equipment	82,000	86,000
Furniture & Fixtures [Member] | United States [Member]
Property plant and equipment	$ 893,000	$ 352,000

DISAGGREGATION OF REVENUE LON_7

DISAGGREGATION OF REVENUE LONGLIVED ASSETS (Details 5) - USD ($)	Mar. 31, 2022	Jun. 30, 2021
Intangible assets, gross	$ 81,265,000	$ 10,265,000
Accumulated amortization	(8,401,000)	(7,662,000)
Net book value	72,864,000	2,603,000
Customer Relationship [Member]
Intangible assets, gross	61,860,000	4,960,000
Non-Core Customer Relationships [Member]
Intangible assets, gross	760,000	760,000
Non-Compete Agreements [Member]
Intangible assets, gross	1,430,000	1,430,000
Technology [Member]
Intangible assets, gross	11,020,000	520,000
Tradename [Member]
Intangible assets, gross	4,070,000	470,000
Workforce Acquired [Member]
Intangible assets, gross	2,125,000	2,125,000
United Kingdom [Member]
Intangible assets, gross	0	0
Accumulated amortization	0	0
Net book value	0	0
United Kingdom [Member] | Customer Relationship [Member]
Intangible assets, gross	0	0
United Kingdom [Member] | Non-Compete Agreements [Member]
Intangible assets, gross	0	0
United Kingdom [Member] | Technology [Member]
Intangible assets, gross	0	0
United Kingdom [Member] | Tradename [Member]
Intangible assets, gross	0	0
United Kingdom [Member] | Non-Core Customer Relationships [Member]
Intangible assets, gross	0	0
United Kingdom [Member] | Workforce Acquired [Member]
Intangible assets, gross	0	0
United States [Member]
Intangible assets, gross	81,265,000	10,265,000
Accumulated amortization	(8,401,000)	(7,662,000)
Net book value	72,864,000	2,603,000
United States [Member] | Customer Relationship [Member]
Intangible assets, gross	61,860,000	4,960,000
United States [Member] | Non-Compete Agreements [Member]
Intangible assets, gross	1,430,000	1,430,000
United States [Member] | Technology [Member]
Intangible assets, gross	11,020,000	520,000
United States [Member] | Tradename [Member]
Intangible assets, gross	4,070,000	470,000
United States [Member] | Non-Core Customer Relationships [Member]
Intangible assets, gross	760,000	760,000
United States [Member] | Workforce Acquired [Member]
Intangible assets, gross	$ 2,125,000	$ 2,125,000

SUBSEQUENT EVENTS (Details Narr

SUBSEQUENT EVENTS (Details Narrative) - USD ($)	Jun. 01, 2022	May 03, 2022	Apr. 30, 2022	Apr. 15, 2022	Mar. 31, 2022	Mar. 31, 2022	Apr. 21, 2022	Apr. 20, 2022	Mar. 30, 2022	Mar. 22, 2022	Mar. 18, 2022	Jun. 30, 2021
Remaining restricted stock unit						800,000
Vested restricted stock units						200,000
Unvested restricted stock units						600,000
Number of authorized shares					825,000,000	825,000,000			315,000,000
Common stock, shares authorized					800,000,000	800,000,000					800,000,000	800,000,000
Common stock, shares par value					$ 0.001	$ 0.001				$ 1.19		$ 0.001
Preferred stock authorized share					15,000,000	15,000,000					25,000,000	15,000,000
Preferred stock, shares par value					$ 0.01	$ 0.01					$ 0.01	$ 0.01
Previously Awarded [Member]
Distribution of additional restricted stock units			2,000,000		5,800,000	8,600,000
Subsequent Event [Member]
Number of authorized shares							825,000,000	315,000,000
Common stock, shares authorized							800,000,000
Common stock, shares par value							$ 0.001
Preferred stock authorized share							25,000,000
Preferred stock, shares par value							$ 0.01
Distribution of additional restricted stock units			2,000,000
Subsequent Event [Member] | Executive Officers And Directors [Member]
Distribution of additional restricted stock units			1,300,000
Subsequent Event [Member] | Employees [Member]
Distribution of additional restricted stock units			700,000
Subsequent Event [Member] | Daniel Pappalardo [Member]
Severance payment				$ 347,288
Subsequent Event [Member] | Los Angeles Offices [Member]
Remaining amount of lease liability settlement		$ 348,577
Lease liability settlement		660,577
Lump sum payment of lease liability settlement		$ 312,000
Monthly payment of lease liability settlement	$ 29,048