Troika Media (TRKA) 10-K/A 21 Nov 22 2022 FY Annual report (amended) Financial data

Cover

Cover - USD ($)	12 Months Ended
	Jun. 30, 2022	Sep. 23, 2022
Cover [Abstract]
Document Type	10-K/A
Document Annual Report	true
Document Period End Date	Jun. 30, 2022
Current Fiscal Year End Date	--12-31
Document Transition Report	false
Entity File Number	001-40329
Entity Registrant Name	Troika Media Group, Inc.
Entity Incorporation, State or Country Code	NV
Entity Tax Identification Number	83-0401552
Entity Address, Address Line One	25 West 39th Street, 6th Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10018
City Area Code	212
Local Phone Number	213-0111
Title of 12(b) Security	Common Shares, $0.001 par value
Trading Symbol	TRKA
Security Exchange Name	NASDAQ
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding (in shares)		64,209,616
Documents Incorporated by Reference	DOCUMENTS INCORPORATED BY REFERENCE Documents Incorporated by Reference: Certain portions of the Definitive Proxy Statement for our upcoming Annual Meeting of Shareholders are incorporated by reference into Part III of this Form 10-K.
Entity Public Float	$ 0
Entity Central Index Key	0001021096
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	FY
Amendment Flag	true
Amendment Description	This Amendment on Form 10-K/A (the “Amendment”) amends our Annual Report on Form 10-K for the fiscal year ended June 30, 2022, which was originally filed with the Securities and Exchange Commission (the “SEC”) on September 28, 2022 (the “Original Report”). This Amendment is being filed to: (1) update the information contained in Part III of the Original Report, (2) clarify the description of the consideration paid in the Converge Acquisition, including in our Management’s Discussion and Analysis of Financial Condition and Results of Operations and Note 3 to our financial statements, and (3) include a related risk factor.

Audit Information

Audit Information	12 Months Ended
	Jun. 30, 2022
Audit Information [Abstract]
Auditor Name	RBSM LLP
Auditor Location	Las Vegas, Nevada
Auditor Firm ID	587

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($)	Jun. 30, 2022	Jun. 30, 2021
Current assets:
Cash and cash equivalents	$ 32,673,801	$ 12,066,000
Accounts receivable, net	9,421,497	1,327,000
Prepaid expenses and other current assets	1,289,183	671,000
Contract assets	23,586,036	0
Total current assets	66,970,517	14,064,000
Other assets	2,124,832	626,000
Property and equipment, net	589,205	343,000
Right-of-use lease assets	8,965,426	6,887,000
Amortizable intangible assets, net	70,306,005	2,603,000
Goodwill	55,349,535	19,368,000
Total assets	204,305,520	43,891,000
Current liabilities:
Accounts payable	15,298,068	2,362,000
Accrued and other current liabilities	28,649,548	6,001,000
Acquisition liabilities	9,108,504	0
Current portion of long-term debt, net of deferred financing costs	1,538,220	0
Convertible notes payable	50,000	50,000
Note payable - related party, current	100,000	200,000
Net related party payables, current	0	41,000
Contract liabilities	11,321,159	5,973,000
Operating lease liabilities, current	2,682,457	3,344,000
Derivative liabilities - financing warrants	30,215,221	13,000
Taxes payable, net	689,882	62,000
Stimulus loan program, current	0	22,000
Contingent liability	3,615,000	0
Total current liabilities	103,268,059	18,068,000
Long-term liabilities:
Long-term debt, net of deferred financing costs	65,581,203	0
Operating lease liabilities, non-current	8,994,073	5,835,000
Preferred stock liability	15,996,537	0
Stimulus loan program, non-current	0	547,000
Other liabilities	74,909	703,000
Total liabilities	193,914,781	25,153,000
Commitments and contingencies
Stockholders’ equity:
Common stock, ($0.001 par value: 300,000,000 shares authorized, 64,209,616 and 39,496,588 shares issued and outstanding as of June 30, 2022 and 2021, respectively)	43,660	40,000
Additional paid-in-capital	236,876,523	204,788,000
Stock payable	0	1,210,000
Accumulated deficit	(225,582,006)	(186,889,000)
Accumulated Other comprehensive loss	(955,438)	(418,000)
Total stockholders’ equity	10,390,739	18,738,000
Total liabilities and stockholders’ equity	$ 204,305,520	$ 43,891,000
Preferred stock, par or stated value per share (in USD per share)	$ 0.01	$ 0.01
Series D Convertible Preferred Stocks
Stockholders’ equity:
Preferred stock, par or stated value per share (in USD per share)	$ 0.01	$ 0.01
Preferred stock, shares outstanding (in shares)	0	0
Preferred stock, shares issued (in shares)	0	0
Series A Preferred Stock
Stockholders’ equity:
Series A Preferred Stock ($0.01 par value: 5,000,000 shares authorized, 0 and 720,000 shares issued and outstanding as of June 30, 2022 and 2021, respectively)	$ 0	$ 7,000
Preferred stock, par or stated value per share (in USD per share)	$ 0.01	$ 0.01
Preferred stock, shares outstanding (in shares)	0	720,000
Preferred stock, shares issued (in shares)	0	720,000
Series B Preferred Stock
Stockholders’ equity:
Series B Convertible Preferred Stock ($0.01 par value: 3,000,000 shares authorized, 0 and 0 shares issued and outstanding as of June 30, 2022 and 2021, respectively)	$ 0	$ 0
Preferred stock, shares outstanding (in shares)	0
Preferred stock, shares issued (in shares)	0
Series C Preferred Stock
Stockholders’ equity:
Series C Convertible Preferred Stock ($0.01 par value: 1,200,000 shares authorized, 0 and 0 shares issued and outstanding as of June 30, 2022 and 2021, respectively)	$ 0	0
Preferred stock, shares outstanding (in shares)	0
Preferred stock, shares issued (in shares)	0
Series D Preferred Stock
Stockholders’ equity:
Series D Convertible Preferred Stock ($0.01 par value: 2,500,000 shares authorized, 0 and 0 shares issued and outstanding as of June 30, 2022 and 2021, respectively)	$ 0	0
Preferred stock, shares outstanding (in shares)	0
Preferred stock, shares issued (in shares)	0
Series E Preferred Stock
Stockholders’ equity:
Series E Preferred Stock	$ 8,000	$ 0
Preferred stock, par or stated value per share (in USD per share)	$ 0.01	$ 0.01
Preferred stock, shares outstanding (in shares)	0	0
Preferred stock, shares issued (in shares)	0	0

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - $ / shares	Jun. 30, 2022	Jun. 30, 2021
Stockholders' Equity Attributable to Parent [Abstract]
Preferred stock, par or stated value per share (in USD per share)	$ 0.01	$ 0.01
Preferred stock, shares authorized (in shares)	15,000,000	15,000,000
Common stock, par or stated value per share (in USD per share)	$ 0.001	$ 0.001
Common stock, shares authorized (in shares)	300,000,000	300,000,000
Common stock, shares, issued (in shares)	64,209,616	39,496,588
Common stock, shares outstanding (in shares)	64,209,616	39,496,588
Series B Convertible Preferred Stocks
Stockholders' Equity Attributable to Parent [Abstract]
Preferred stock, par or stated value per share (in USD per share)	$ 0.01	$ 0.01
Preferred stock, shares authorized (in shares)	3,000,000	3,000,000
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Series C Convertible Preferred Stocks
Stockholders' Equity Attributable to Parent [Abstract]
Preferred stock, par or stated value per share (in USD per share)	$ 0.01	$ 0.01
Preferred stock, shares authorized (in shares)	1,200,000	1,200,000
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Series D Convertible Preferred Stocks
Stockholders' Equity Attributable to Parent [Abstract]
Preferred stock, par or stated value per share (in USD per share)	$ 0.01	$ 0.01
Preferred stock, shares authorized (in shares)	2,500,000	2,500,000
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Series A Preferred Stock
Stockholders' Equity Attributable to Parent [Abstract]
Preferred stock, par or stated value per share (in USD per share)	$ 0.01	$ 0.01
Preferred stock, shares authorized (in shares)	5,000,000	5,000,000
Preferred stock, shares issued (in shares)	0	720,000
Preferred stock, shares outstanding (in shares)	0	720,000
Series B Preferred Stock
Stockholders' Equity Attributable to Parent [Abstract]
Preferred stock, shares issued (in shares)	0
Preferred stock, shares outstanding (in shares)	0
Series C Preferred Stock
Stockholders' Equity Attributable to Parent [Abstract]
Preferred stock, shares issued (in shares)	0
Preferred stock, shares outstanding (in shares)	0
Series D Preferred Stock
Stockholders' Equity Attributable to Parent [Abstract]
Preferred stock, shares issued (in shares)	0
Preferred stock, shares outstanding (in shares)	0
Series E Preferred Stock
Stockholders' Equity Attributable to Parent [Abstract]
Preferred stock, par or stated value per share (in USD per share)	$ 0.01	$ 0.01
Preferred stock, shares authorized (in shares)	500,000	500,000
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0

Consolidated Statements of Oper

Consolidated Statements of Operations and Comprehensive Loss - USD ($)	12 Months Ended
	Jun. 30, 2022	Jun. 30, 2021
Income Statement [Abstract]
Revenues, net	$ 116,409,703	$ 16,192,000
Cost of revenues	88,127,498	7,504,000
Gross margin	28,282,205	8,688,000
Operating expenses:
Selling, general and administrative expenses	45,271,857	25,372,000
Depreciation and amortization	3,097,780	2,299,000
Restructuring and other related charges	5,590,932	0
Impairment and other losses (gains), net	7,708,677	(3,142,000)
Loss contingency on equity issuance	(3,615,000)	0
Total operating expenses	61,669,246	24,529,000
Operating loss	(33,387,041)	(15,841,000)
Other (expense) income:
Amortization expense of note payable discount	0	(409,000)
Interest expense	(2,943,367)	(7,000)
Foreign exchange loss	30,215	48,000
Gain on change in fair value of derivative liabilities	638,622	72,000
Other income, net	679,920	452,000
Total other (expense) income	(5,270,040)	60,000
Loss from operations before income taxes	(38,657,081)	(15,781,000)
Income tax expense	(35,925)	(216,000)
Net loss	(38,693,006)	(15,997,000)
Foreign currency translation adjustment	(537,438)	(671,000)
Comprehensive loss	$ (39,230,444)	$ (16,668,000)
Loss per share:
Basic loss per share (in US dollars per share)	$ (0.79)	$ (1.03)
Diluted loss per share (in US dollars per share)	$ (0.67)	$ 0
Weighted average basic shares (in shares)	49,225,698	15,544,032
Weighted average diluted shares (in shares)	57,604,077	15,544,032

Consolidated Statements of Stoc

Consolidated Statements of Stockholders' Equity - USD ($)	Total	Preferred Stock - Series A	Preferred Stock - Series B	Preferred Stock - Series C	Preferred Stock - Series D	Preferred Stock - Series E	Common Stock	Additional Paid In Capital	Stock Payable	Accumulated Deficit	Accumulated other comprehensive Income (Loss)
Beginning balance at Jun. 30, 2020	$ 7,000,000	$ 7,000	$ 25,000	$ 9,000	$ 20,000		$ 16,000	$ 176,262,000	$ 1,300,000	$ (170,892,000)	$ 253,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(15,997,000)									(15,997,000)
Net loss	(15,997,000)
Sale of common stock in initial public offering, gross	24,000,000						6,000	23,994,000
Offering costs relating to initial public offering	(3,298,000)							(3,298,000)
Record stock payable relating to Redeeem acquisition	1,210,000								1,210,000
Retirement of common stock	0						(3,000)	3,000
Record vested portion of deferred compensation relating to Redeeem	362,000							362,000
Issuance of common stock related to stock payable	0						2,000	1,298,000	(1,300,000)
Stock-based compensation on options	881,000							881,000
Stock-based compensation on warrants	3,176,000							3,176,000
Foreign currency translation gain (loss)	(671,000)										(671,000)
Conversion of preferred stock – series B upon up-listing	0		(25,000)				1,000	24,000
Conversion of preferred stock – series C upon up-listing	150,000			(9,000)			12,000	147,000
Conversion of preferred stock – series D upon up-listing	0				(20,000)		5,000	15,000
Cashless issuance of common stock related to the exercise of options	0
Cashless issuance of common stock related to the exercise of warrants	0
Cashless issuance of common stock related to convertible notes payables	1,750,000						1,000	1,749,000
Beneficial conversion features on convertible promissory notes	144,000							144,000
Warrants granted for convertible promissory notes	12,000							12,000
Imputed interest on convertible note payable	19,000							19,000
Ending balance at Jun. 30, 2021	18,738,000	$ 7,000	0	0	0		40,000	204,788,000	1,210,000	(186,889,000)	(418,000)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(38,693,006)
Issuance of common stock related to Redeeem acquisition	0							1,210,000	(1,210,000)
Issuance of common stock related to Converge Acquisition	14,875,000							14,875,000
Issuance of common stock to employee	104,000							104,000
Issuance of common stock to contractors	40,000							40,000
Record vested portion of deferred compensation relating to Redeeem	3,015,049						3,660	3,011,389
Record preferred stock issued for PIPE (shares)						8,000
Issuance of preferred stock for PIPE	3,000							(5,000)
Stock-based compensation	13,292,534							13,292,534
Foreign currency translation gain (loss)	537,438										537,438
Redemption of preferred stock - Series A (in shares)		7,000
Redemption of preferred stock - Series A	446,400							439,400
Ending balance at Jun. 30, 2022	$ 10,390,739	$ 0	$ 0	$ 0	$ 0	$ 8,000	$ 43,660	$ 236,876,523	$ 0	$ (225,582,006)	$ (955,438)

Consolidated Statements of Cash

Consolidated Statements of Cash Flows - USD ($)	12 Months Ended
	Jun. 30, 2022	Jun. 30, 2021
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (38,693,006)	$ (15,997,000)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	146,890	131,000
Amortization of intangibles	2,950,889	2,168,000
Amortization of right-of-use assets	783,752	1,112,000
Amortization of deferred financing costs	791,292	0
Impairment and other losses (gains), net	7,708,677	(3,142,000)
Stock-based compensation	16,307,583	4,419,000
Common stock issuances	80,800
Warrants related to financing of convertible note payable	0	12,000
Imputed interest for note payable	0	19,000
Loss contingency on equity issuance	3,615,000	0
Gain on change in fair value of derivative liabilities	(638,622)	(72,000)
Discount on derivative liability	0	85,000
Provision (reversal) for bad debt	(124,058)	(260,000)
Preferred shares converted to common stock	0	150,000
Beneficial conversion features on convertible promissory notes	0	144,000
Tax provision on income	0	216,000
Change in operating assets and liabilities:
Accounts receivable	13,360,992	(226,000)
Prepaid expenses	(526,186)	(527,000)
Accounts payable and accrued expenses	8,622,568	1,246,000
Other assets	(24,234,556)	3,000
Operating lease liability	(3,123,381)	(919,000)
Due to related parties	828,249	41,000
Other long-term liabilities	(624,103)	477,000
Contract liabilities relating to revenue	5,663,946	2,376,000
Contract liabilities to government grant	0	1,706,000
Net cash used used in operating activities	(7,103,274)	(6,838,000)
CASH FLOWS FROM INVESTING ACTIVITIES:
Net cash paid for acquisition of Converge	82,730,000	0
Net cash paid for acquisition of Redeeem	0	(1,376,000)
Purchase of fixed assets	(163,824)	(158,000)
Net cash used in investing activities	(82,893,824)	(1,534,000)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from bank loan, net of debt issuance cost	69,717,960	0
Proceeds from the issuance of preferred stock, net of offering costs	44,405,000	0
Proceeds from initial public offering, net of offering costs	0	20,702,000
Proceeds from stimulus loan programs	0	569,000
Principal payments made for bank loan	(956,250)	0
Payments to note payable of related party	(100,000)	(2,479,000)
Payments made for the redemption of Series E preferred stock	(446,400)	0
Proceeds from convertible note payable	0	500,000
Payments to convertible note payable	0	(135,000)
Net cash provided by financing activities	112,620,310	19,157,000
Effect of exchange rate on cash	(2,015,411)	(425,000)
Net increase in cash, cash equivalents	20,607,801	10,360,000
CASH AND CASH EQUIVALENTS — beginning of year	12,066,000	1,706,000
CASH AND CASH EQUIVALENTS — end of year	32,673,801	12,066,000
Cash paid during the period for:
Income taxes	0	0
Interest expense	1,998,958	0
Noncash investing and financing activities:
Preferred shares converted into common stock upon uplisting	0	54,000
Shares to be issued for Converge acquisition	14,875,000	0
Shares to be issued for Redeeem acquisition	0	1,210,000
Issuance of common stock related to convertible note payable	0	1,750,000
Issuance of common stock related to stock payable	0	1,300,000
Right-of-use assets acquired through operating leases	$ 0	$ 2,642,000

Consolidated Statements of St_2

Consolidated Statements of Stockholders' Equity (Parenthetical)	Jun. 30, 2022 $ / shares
Preferred stock, par or stated value per share (in USD per share)	$ 0.01
Common stock, par or stated value per share (in USD per share)	0.001
Preferred Stock - Series A
Preferred stock, par or stated value per share (in USD per share)	0.01
Preferred Stock - Series B
Preferred stock, par or stated value per share (in USD per share)	0.01
Preferred Stock - Series C
Preferred stock, par or stated value per share (in USD per share)	0.01
Preferred Stock - Series D
Preferred stock, par or stated value per share (in USD per share)	0.01
Preferred Stock - Series E
Preferred stock, par or stated value per share (in USD per share)	$ 0.01

DESCRIPTION OF BUSINESS AND BAS

DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION	12 Months Ended
	Jun. 30, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION	DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION Description of Business Troika Media Group, Inc. (“Company”, “our” or “we”) is a professional services company that architects and builds enterprise value in consumer facing brands to generate scalable performance driven revenue growth. The Company delivers a three solutions pillars that CREATE brands and experiences and CONNECT consumers through emerging technology products and ecosystems to deliver PERFORMANCE based measurable business outcomes. On March 22, 2022 (the “Closing Date”), the Company through its wholly owned subsidiary Converge Acquisition Corp executed a Membership Interest Purchase Agreement ("MIPA") for the acquisition of all the equity of Converge Direct, LLC and its affiliates ("Converge") for an aggregate purchase price of $125.0 million valued at $114.9 million. The MIPA identifies the seller parties as the Converge Sellers. See Note 3 - Acquisitions for full discussion on the transaction. Basis of Presentation The Company reports on a fiscal year basis ending on June 30th. In these consolidated financial statements, the fiscal years ended June 30, 2022 and 2021, are referred to as “Fiscal Year 2022” and “Fiscal Year 2021,” respectively, and the fiscal year ending June 30, 2023, is referred to as “Fiscal Year 2023”. The accompanying consolidated financial statements include the accounts of TMG, and its wholly-owned subsidiaries, Troika Design Group, Inc., Troika Services Inc., Troika Analytics Inc., Troika Productions, LLC (California), Troika-Mission Holdings, Inc. (New York), Mission Culture LLC (Delaware), Mission-Media Holdings Limited (England and Wales), Mission Media USA, Inc. (New York), and Troika IO, Inc. (f/k/a Redeeem Acquisition Corp) (California), Converge Direct, LLC (New York), Converge Marketing Services, LLC (to the extent of 40%) (New York), Converge Interactive, LLC (New York), and Lacuna Ventures, LLC (New York). All significant intercompany accounts and transactions have been eliminated in consolidation. For purposes of comparability, certain prior period amounts have been reclassified to conform to the current year presentation in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Impact of the COVID-19 Pandemic

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	12 Months Ended
	Jun. 30, 2022
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation The consolidated financial statements of the Company include the accounts of Troika Media Group, Inc. and its subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidation. Business Combinations and Investments in Nonconsolidated Affiliates The acquisition method of accounting for business combinations requires management to use significant estimates and assumptions, including fair value estimates, as of the business combination date and to refine those estimates as necessary during the measurement period (defined as the period, not to exceed one year, in which the Company is allowed to adjust the provisional amounts recognized for a business combination). The Company’s investments in nonconsolidated affiliates are primarily accounted for using the equity method of accounting and are carried at cost, plus or minus the Company’s share of net earnings or losses of the investment, subject to certain other adjustments. The cost of equity method investments includes transaction costs of the acquisition. As required by GAAP, to the extent that there is a basis difference between the cost and the underlying equity in the net assets of an equity investment, the Company allocates such differences between tangible and intangible assets. The Company’s share of net earnings or losses of the investment, inclusive of amortization expense for intangible assets associated with the investment, is reflected in equity in earnings (loss) of nonconsolidated affiliates on the Company’s consolidated and combined statements of operations. Use of Estimates The preparation of financial statements in conformity with U.S. generally accepted accounting principles ("GAAP") requires management to make estimates and assumptions about future events. These estimates and assumptions affect the amounts of assets and liabilities reported, disclosures about contingent assets and liabilities and reported amounts of revenue and expenses. Such estimates include the assessment of the collectability of accounts receivable and the determination of the allowance for doubtful accounts, valuation of warrants and options, goodwill, intangible assets, other long-lived assets, and tax accruals. In addition, estimates are used in revenue recognition, performance and share-based compensation, depreciation and amortization, litigation matters and other matters.Management believes its use of estimates in the financial statements to be reasonable. Management evaluates its estimates on an ongoing basis using historical experience and other factors, including the general economic environment and actions it may take in the future. The Company adjusts such estimates when facts and circumstances dictate. However, these estimates may involve significant uncertainties and judgments and cannot be determined with precision. In addition, these estimates are based on management’s best judgment at a point in time and, as such, these estimates may ultimately differ from actual results. Changes in estimates resulting from weakness in the economic environment or other factors beyond the Company’s control could be material and would be reflected in the Company’s financial statements in future periods. Revenue Recognition The Company generates revenue principally from two material revenue streams; managed services and performance management. The Company’s managed services are typically orientated around the management of a customer’s marketing, data and/or creative program. The Company’s deliverables relate to the planning, designing and activating of a solution program or set of work products. The Company executes this revenue stream by leveraging internal and external creative, technical or media-based resources, third party AdTech solutions, proprietary business intelligence systems, data delivery systems, and other key services required under the terms of a scope of work with a client. Revenue in certain cases is earned based on a percentage (%) of a customer’s total budget (or media spend) or retainer, which is recognized as a net revenue, while other revenue is recognized on a gross basis. The Company’s Performance Services are typically orientated around the delivery of a predetermined event or outcome to a client. Typically, the revenue associated with the event (as agreed upon in a scope of work) is based on a click, lead, call, appointment, qualified event, case, sale, or other defined business metric. The Company engages in a myriad of consumer engagement tactics, ecosystems, and methods to generate and collect a consumer’s interest in a particular service or good. The Company's revenue recognition policies that describe the nature, amount, timing, and uncertainty associated with each major revenue source from contracts with customers are described in Note 4. Cost of Revenues Cost of revenues primarily consists of necessary costs incurred to generate revenue. Examples include payment for advertising and marketing services engaged for on behalf of a client, direct labor incurred, and certain creative design and production related costs. These costs are typically expensed as incurred. Advertising Advertising costs are typically charged to expense when incurred. The Company may receive rebates on advertising from co-operative advertising agreements with several vendors and suppliers. These rebates are recorded as a reduction to the related advertising and marketing expense. Total advertising costs classified in selling, general, and administrative during the years ended June 30, 2022 and 2021, were approximately $199,000 and $0, respectively. 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 (Note 15 – Income Taxes). 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. Cash and Cash Equivalents The Company considers the balance of its investment in funds that substantially hold highly liquid securities that mature within three months or less from the date the fund purchases these securities to be cash equivalents. The carrying amount of cash and cash equivalents either approximates fair value due to the short-term maturity of these instruments or is at fair value. Checks outstanding in excess of related book balances are included in accounts payable in the accompanying consolidated balance sheets. The Company presents the change in these book cash overdrafts as cash flows from operating activities. Short-Term Investments Short-term investments included investments that (i) had original maturities of greater than three months and (ii) the Company had the ability to convert into cash within one year. The Company classified its short-term investments at the time of purchase as “held-to-maturity” and re-evaluated its classification quarterly based on whether the Company had the intent and ability to hold until maturity. Short-term investments, which were recorded at cost and adjusted for accrued interest, approximate fair value. Cash inflows and outflows related to the sale and purchase of short-term investments are classified as investing activities in the Company’s consolidated and combined statements of cash flows. Accounts Receivable Accounts receivable is recorded at net realizable value. The Company maintains an allowance for credit losses to reserve for potentially uncollectible receivables. The allowance for credit losses is estimated based on the Company’s consideration of credit risk and analysis of receivables aging, specific identification of certain receivables that are at risk of not being paid, past collection experience and other factors. As of June 30, 2022 and 2021, the Company had $552,000 and $521,000 , in allowance for doubtful accounts, respectively. Property and Equipment and Other Long-Lived Assets Property and equipment and other long-lived assets, including amortizable intangible assets, are stated at cost or acquisition date fair value, if acquired. Expenditures for new facilities or equipment, and expenditures that extend the useful lives of existing facilities or equipment, are capitalized and recorded at cost. The useful lives of the Company’s long-lived assets are based on estimates of the period over which the Company expects the assets to be of economic benefit to the Company. In estimating the useful lives, the Company considers factors such as, but not limited to, risk of obsolescence, anticipated use, plans of the Company, and applicable laws and permit requirements. Depreciation starts on the date when the asset is available for its intended use. Costs of maintenance and repairs are expensed as incurred. Property and equipment are depreciated on a straight-line basis using the estimated lives indicated below (in years): Estimated Useful Lives Computer equipment 3 Website design 5 Office machine & equipment 5 Furniture & fixtures 7 Leasehold improvements 7 Tenant incentives 7 Intangible assets with finite lives are depreciated on a straight-line basis using the estimated lives indicated below (in years): Estimated Useful Lives Customer Relationships 10 Non-core customer relationships 8 Technology 5 Tradename 10 Workforce acquired 3 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. Intangible asset impairment charges $445,667 and $0 for the years ended June 30, 2022 and 2021, respectively. The Company has adopted the provisions of ASU 2017-04—Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. ASU 2017-04 requires goodwill impairments to be measured on the basis of the fair value of a reporting unit relative to the reporting unit’s carrying amount rather than on the basis of the implied amount of goodwill relative to the goodwill balance of the reporting unit. Thus, ASU 2017-04 permits an entity to record a goodwill impairment that is entirely or partly due to a decline in the fair value of other assets that, under existing GAAP, would not be impaired or have a reduced carrying amount. Furthermore, the ASU removes “the requirements for any reporting unit with a zero or negative carrying amount to perform a qualitative assessment and, if it fails that qualitative test, to perform Step 2 of the goodwill impairment test.” Instead, all reporting units, even those with a zero or negative carrying amount will apply the same impairment test. Accordingly, the goodwill of reporting unit or entity with zero or negative carrying values will not be impaired, even when conditions underlying the reporting unit/entity may indicate that goodwill is impaired. For the years ended June 30, 2022 and 2021, a goodwill impairment charge of approximately $8.7 million and $0, respectively, was recorded as a result of the Company’s annual impairment assessment. The total impairment charge consisted of approximately $2.0 million for Redeeem and $6.7 million for MUK. See Note 9. Leases The Company’s leases primarily consist of corporate office space. The Company determines whether an arrangement contains a lease at the inception of the arrangement. If a lease is determined to exist, the lease term is assessed based on the date when the underlying asset is made available by the lessor for the Company’s use. The Company’s assessment of the lease term reflects the non-cancellable term of the lease, inclusive of any rent-free periods and/or periods covered by early-termination options which the Company is reasonably certain not to exercise, as well as periods covered by renewal options which the Company is reasonably certain to exercise. The Company’s lease agreements do not contain material residual value guarantees or material restrictive covenants. The Company determines lease classification as either operating or finance at lease commencement, which governs the pattern of expense recognition and the presentation reflected in the consolidated and combined statements of operations and statements of cash flows over the lease term. For leases with a term exceeding 12 months, a lease liability is recorded on the Company’s consolidated balance sheets at lease commencement reflecting the present value of the fixed minimum payment obligations over the lease term. A corresponding right-of-use (“ROU”) asset equal to the initial lease liability is also recorded, adjusted for any prepaid rent and/or initial direct costs incurred in connection with execution of the lease and reduced by any lease incentives received. In addition, the ROU asset is adjusted to reflect any above or below market lease terms under acquired lease contracts. The Company includes fixed payment obligations related to non-lease components in the measurement of ROU assets and lease liabilities, as the Company has elected to account for lease and non-lease components together as a single lease component. ROU assets associated with finance leases are presented separate from ROU assets associated with operating leases and are included within Property and equipment, net on the Company’s consolidated balance sheets. For purposes of measuring the present value of the Company’s fixed payment obligations for a given lease, the Company uses its incremental borrowing rate, determined based on information available at lease commencement, as rates implicit in the underlying leasing arrangements are typically not readily determinable. The Company’s incremental borrowing rate reflects the rate it would pay to borrow on a secured basis and incorporates the term and economic environment surrounding the associated lease. For operating leases, fixed lease payments are recognized as lease expense on a straight-line basis over the lease term. For finance leases, the initial ROU asset is depreciated on a straight-line basis over the lease term, along with recognition of interest expense associated with accretion of the lease liability, which is ultimately reduced by the related fixed payments. For leases with a term of 12 months or less (“short-term leases”), any fixed lease payments are recognized on a straight-line basis over the lease term and are not recognized on the consolidated balance sheets. Variable lease costs for both operating and finance leases, if any, are recognized as incurred and such costs are excluded from lease balances recorded on the consolidated balance sheets. Fair Value Measurement The fair value hierarchy is based on inputs to valuation techniques that are used to measure fair value that are either observable or unobservable. Observable inputs reflect assumptions market participants would use in pricing an asset or liability based on market data obtained from independent sources while unobservable inputs reflect a reporting entity’s pricing based upon their own market assumptions. The fair value hierarchy consists of the following three levels: • Level I — Quoted prices for identical instruments in active markets. • Level II — Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable. • Level III — Instruments whose significant value drivers are unobservable. Fair-value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as June 30, 2022 and 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. Concentration of Credit Risk Financial instruments that potentially may subject the Company to a concentration of credit risk consist principally of cash and cash equivalents and accounts receivable. The Company maintains cash and cash equivalent account balances with financial institutions in the United States and United Kingdom which at times exceed federally insured limits for accounts in the United States. Considering deposits with these institutions can be redeemed on demand, the Company believes there is minimal risk. As of June 30, 2022 and 2021, the Company had approximately $30.0 million and $10.1 million in cash that was uninsured, respectively. For the fiscal years ending June 30, 2022 and 2021, six (6) customers accounted for 74.1% and 42.4% of our net revenues, respectively. As of June 30, 2022, and 2021, three (3) customers made up 75.9% and 44.2%, respectively, of the net receivable balance. The Company believes there is minimal risk; however, it will continue to monitor. Beneficial Conversion Feature The Company accounts for convertible notes payable in accordance with the guidelines established by the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 470-20, Debt with Conversion and Other Options, Emerging Issues Task Force (“EITF”) 98-5, Accounting for Convertible Securities with Beneficial Conversion Features or Contingently Adjustable Conversion Ratios, and EITF 00-27, Application of Issue No 98-5 To Certain Convertible Instruments. The Beneficial Conversion Feature (“BCF”) of a convertible note is normally characterized as the convertible portion or feature of certain notes payable that provide a rate of conversion that is below market value or in-the-money when issued. The Company records a BCF related to the issuance of a convertible note when issued and also records the estimated fair value of any warrants issued with those convertible notes. Beneficial conversion features that are contingent upon the occurrence of a future event are recorded when the contingency is resolved. The BCF of a convertible note is measured by allocating a portion of the note’s proceeds to the warrants, if applicable, and as a reduction of the carrying amount of the convertible note equal to the intrinsic value of the conversion feature, both of which are credited to additional paid-in-capital. The value of the proceeds received from a convertible note is then allocated between the conversion features and warrants on an allocated fair value basis. The allocated fair value is recorded in the financial statements as a debt discount (premium) from the face amount of the note and such discount is amortized over the expected term of the convertible note (or to the conversion date of the note, if sooner) and is charged to interest expense using interest method. Derivative Liability The Company analyzes all financial instruments with features of both liabilities and equity under ASC 480, “Distinguishing Liabilities from Equity” and ASC 815, “Derivatives and Hedging”. Derivative liabilities are adjusted to reflect their fair value at each period end with any increase or decrease in the fair value being recorded in results of operations. The fair value of derivative instruments such as convertible note payables are valued using the Black-Scholes option-pricing model based on various assumptions. 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 using closing rate, shareholders’ equity is translated at historical rates and revenue and expense accounts are translated at the average exchange rate for the year or the reporting period. The translation adjustments are reported as a separate component of stockholders’ equity, captioned as accumulated other comprehensive (loss) income. Transaction gains and losses arising from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the statements of operations. The relevant translation rates are as follows: for the year ended June 30, 2022, closing rate at $1.219050 US$: GBP, yearly average rate at $1.330358 US$: GBP, for the year ended June 30, 2021, closing rate at 1.382800 US$: GBP, yearly average rate at 1.346692 US$: GBP. 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 years ending June 30, 2022 and 2021, included net loss and unrealized gains (losses) from foreign currency translation adjustments. Earnings per 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 of June 30, which were not included in the calculation of loss per share, since the Company had a net loss from continuing operations and net loss: 2022 2021 Convertible preferred stock 381,333 48,000 Stock payables — 588,354 Stock options 3,616,836 2,766,467 Stock warrants 6,771,223 7,248,702 Financing warrants 70,270,019 — Restricted stock units 4,450,000 — Total 85,489,411 10,651,523 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 June 30, 2022, the Company had no deferred income liabilities. On June 30, 2021, the Company recorded deferred income liabilities of approximately $270,000 within contract liabilities and $569,000 within stimulus loans, respectively. For the fiscal years ending June 30, 2022 and 2021, the Company recognized approximately $0.3 million and $3.1 million in income from government grants, respectively. 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. Accounting Pronouncements Not Yet Adopted In October 2021, the FASB issued ASU 2021-08, “Business Combinations (Subtopic 805), Accounting for Contract Assets and Contract Liabilities from Contracts with Customers” (“ASU 2021-08”), which is intended to improve the accounting for acquired revenue contracts with customers in a business combination by addressing diversity in practice and inconsistency. ASU 2021-08 is effective for the Company beginning June 1, 2023. This update should be applied prospectively on or after the effective date of the amendments. The Company is currently evaluating the effect of adopting this ASU. In March 2022, the FASB issued ASU 2022-02, “Financial Instruments—Credit Losses (Topic 326) Troubled Debt Restructurings and Vintage Disclosures” (“ASU 2022-02”), which eliminates the accounting guidance on troubled debt restructurings (TDRs) for creditors and amends the guidance on “vintage disclosures” to require disclosure of current-period gross write-offs by year of origination. The ASU also updates the requirements related to accounting for credit losses under the current guidance and adds enhanced disclosures for creditors with respect to loan refinancing and restructurings for borrowers experiencing financial difficulty. ASU 2022-02 is effective for the Company in fiscal year beginning on July 1, 2023. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial statements. Accounting Standards Update 2021-04—Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options (a consensus of the FASB Emerging Issues Task Force). The amendments in this Update are effective for all entities for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. The Company is currently evaluating the effect of adopting this ASU.

BUSINESS COMBINATIONS AND DISPO

BUSINESS COMBINATIONS AND DISPOSITIONS	12 Months Ended
	Jun. 30, 2022
Business Combination and Asset Acquisition [Abstract]
BUSINESS COMBINATIONS AND DISPOSITIONS	BUSINESS COMBINATIONS AND DISPOSITIONS Redeeem, LLC Redeeem Asset Purchase On May 21, 2021 (“Closing Date”), the Company through its wholly owned subsidiary Redeeem Acquisition Corp executed an asset purchase agreement for the acquisition of all the assets and specific liabilities of Redeeem, LLC, a California limited liability company (“Redeeem”). The asset purchase agreement identifies the seller parties as Redeeem, LLC and Kyle Hill. The purchase price consisted of an aggregate cash payment of $1.2 million , 452,929 shares of the Company’s common stock valued at $1.2 million at $2.6715 per share, and a cash payment of $166 thousand relating to specific liabilities. The Company accounted for the transaction under the purchase method of accounting in accordance with the provisions of ASC Topic 805 Business Combinations (ASC 805). In addition to the purchase price detailed above, the Company also agreed to provide 3,623,433 shares of the Company’s common stock valued at approximately $9.68 million at $2.6715 per share to Redeeem’s employees which will be vested over three (3) years. For the years ended June 30, 2022 and 2021, the Company recognized approximately $3.0 million and $0.4 million, respectively, in stock-based compensation relating to the vested portion of this deferred compensation. For further detail, please see Note 14 – Stockholders’ Equity. Redeeem Disposition During fourth quarter 2022, the Company wound down operations of Redeeem, LLC and on June 7, 2022, Mr. Kyle Hill, the seller of Redeeem, entered into a separation agreement with the Company (“Separation Agreement”). The terms of the Separation Agreement provided that the compensation for the Redeeem purchase would be modified and Hill would forfeit 1,231,967 of the 3,623,433 shares placed in escrow. The remaining escrow balance of 1,231,968 shares at June 7, 2022, would continue to be governed by the terms of the escrow agreement. As a result, the Company impaired the net value of the intangible assets and goodwill acquired with the purchase, totaling approximately $2.5 million as of June 30, 2022, as well as returned the 1.2 million shares forfeited by Mr. Hill to Treasury stock, valued at $3.0 million (based on share price of $2.6715 at June, 11, 2021). Converge Acquisition On March 22, 2022 (the “Closing Date”), the Company through its wholly owned subsidiary CD Acquisition Corp, executed a Membership Interest Purchase Agreement ("MIPA") for the acquisition of all the equity of Converge Direct, LLC and its affiliates ("Converge") and 40% of the equity of Converge Marketing Services, LLC an affiliated entity, for a notional aggregate purchase price of $125.0 million valued for accounting purposes at approximately $114.9 million. The MIPA identifies the seller parties as the Converge Sellers. PURCHASE PRICE The cash portion of the purchase price consists of $65.9 million paid on the date of the acquisition, $29.1 million held in escrow payable upon satisfaction of certain conditions, and another $5.0 million payable 12 months after the acquisition date contingent on the Company Satisfying its bank covenants and at the option of the payee payment will be in the form of cash or common stock of the Company valued at $2 per share. The remaining $25.0 million was paid in the form of 12.5 million shares of the Company’s restricted common stock at a price of $2.00 per share, which for accounting purposes was valued at $1.19 per share for $14.9 million. All 12.5 million shares are subject to a nine (9) month lock-up period. Pursuant to the provisions of the MIPA dated as of November 22, 2021, as amended, an aggregate of $2.5 million (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 will 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 (ASC 805). On the Closing Date, Converge became a wholly-owned subsidiary. The Company recorded the $5.0 million payable due at March 21, 2023, at its net present value of $4.7 million at June 30, 2022. Further, pursuant to the MIPA, the Company recorded an additional liability totaling $4.3 million which represents the excess net working capital value received by the Company at the purchase date. Per the terms of the MIPA, this amount was to be repaid within 120 days of closing. The total $9.1 million is included within acquisition liabilities on the consolidated balance sheets. On March 21, 2022, the Company entered into employment agreements with Sid Toama and Tom Marianacci, two (2) former owners of Converge. Mr. Toama was appointed President of TMG and Mr. Marianacci was appointed as Chief Executive Officer of the Converge entities. 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 following table summarizes the allocation of the purchase price of the assets acquired related to the acquisition as of the closing date: Current assets $ 33,856,000 Fixed assets 233,000 Other non-current assets 4,340,000 Intangible assets 71,100,000 Goodwill 45,519,000 Current liabilities (34,904,000) Other non-current liabilities (5,506,000) Consideration $ 114,638,000 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 $ 53,600,000 10 17.8% Income (MPEEM) Technology 10,400,000 5 17.8% Income (Relief-from-Royalty) Tradename 7,100,000 10 18.8% Income (Relief-from-Royalty) $ 71,100,000 The Company will amortize the intangible assets above on a straight line basis over their estimated useful lives. UNAUDITED PRO FORMA OPERATING RESULTS The following unaudited pro forma information presents the combined results of operations as if the acquisition of Converge, LLC, had been completed on July 1, 2020. For the Year For the Year Project Revenues $ 302,835,652 $ 270,137,501 Cost of revenues (251,811,502) (232,031,173) Gross margin 51,024,150 38,106,327 Operating expenses (62,086,247) (44,786,105) EBITDA (11,062,097) (6,679,777) Other expenses (18,531,800) (4,145,355) Net loss $ (29,593,897) $ (10,825,132) Basic loss per share $ (0.60) $ (0.70)

REVENUE AND ACCOUNTS RECEIVABLE

REVENUE AND ACCOUNTS RECEIVABLE	12 Months Ended
	Jun. 30, 2022
Revenue from Contract with Customer [Abstract]
REVENUE AND ACCOUNTS RECEIVABLE	REVENUE AND ACCOUNTS RECEIVABLE The Company generates revenues primarily by delivering both managed services and performance based marketing services to customers. The Company’s revenue recognition policies that describe the nature, amount, timing and uncertainty associated with each major source of revenue from contracts with customers are summarized below. Managed and Professional 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 the delivery of services and/or goods to a client and the revenue includes both the anticipated costs to deliver the product or service as well as the Company’s margin, which is arranged in one of three ways (i) a predetermined retainer amount (ii) cost plus margin or (3) a predetermined commission percentage based on the total media spend executed by Company on a client’s behalf. As per ASC 606-10-25-31, the Company recognizes managed and professional service 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. Consultative service engagements typically do not incur a significant amount of direct costs; however, any costs are recognized as incurred. Professional services fees are recognized evenly throughout the term of the agreement. 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 predetermined 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. 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. The Company’s payment terms vary by the type of customer. Generally, payment terms range from prepayment to sixty (60) days after revenue is earned. Principal versus Agent Revenue Recognition 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, technology fees, production expenses, data costs, and other third-party expenses that the Company incurs on behalf of a client that is needed to deliver the services. 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. Arrangements with Multiple Performance Obligations Our contracts with customers may include multiple performance obligations. The timing of revenue recognition for each performance obligation is dependent upon the facts and circumstances surrounding the Company’s satisfaction of its respective performance obligation. The Company allocates the transaction price for such arrangements to each performance obligation within the arrangement based on the estimated relative standalone selling price of the performance obligation. The Company’s process for determining its estimated standalone selling prices involves management’s judgment and considers multiple factors including company specific and market specific factors that may vary depending upon the unique facts and circumstances related to each performance obligation. Key factors considered by the Company in developing an estimated standalone selling price for its performance obligations include, but are not limited to, prices charged for similar performance obligations, the Company’s ongoing pricing strategy and policies including using expected cost-plus margin, and consideration of pricing of similar performance obligations sold in other arrangements with multiple performance obligations. Contract Balances from Contracts with Customers An account receivable is recorded when there is an unconditional right to consideration based on a contract with a customer. The Company’s payment terms generally do not exceed forty-five days after revenue is earned. As of June 30 2022 and 2021, there was an accounts receivable balance of $9.4 million and $1.3 million, respectively. For certain types of contracts with customers, the Company may recognize revenue in advance of the contractual right to invoice the customer, resulting in an amount recorded to contract assets. Once the Company has an unconditional right to consideration under these contracts, the contract assets are reclassified to accounts receivable. As of June 30, 2022 the Company had a contract asset balance of $23.6 million. There were no such amounts recorded at June 30, 2022. When consideration is received from a customer prior to transferring services to the customer under the terms of a contract, a contract liability (deferred revenue) is recorded. Deferred revenue is recognized as revenue when, or as, control of the services is transferred to the customer and all revenue recognition criteria have been met. As of June 30, 2022 and 2021, there was a deferred revenue balance of approximately $11.3 million and $6.0 million, respectively. Revenue recognized for the year ended June 30, 2022, relating to the deferred revenue balance as of July 1, 2021, was $4.3 million.

RESTRUCTURING CHARGES

RESTRUCTURING CHARGES	12 Months Ended
	Jun. 30, 2022
Restructuring and Related Activities [Abstract]
RESTRUCTURING CHARGES	RESTRUCTURING CHARGES For the year ending June 30, 2022, the Company underwent organizational changes to further streamline operations. These measures included the departure or termination of certain employees and executives. During Fiscal Year 2022, the Company recorded approximately $5.6 million for restructuring charges related to the termination benefits provided to employees, inclusive of $3.3 million of share-based compensation expenses for the acceleration of stock award vesting, which is reflected in additional paid-in capital. As of June 30, 2022, the Company had accrued severance of approximately $1.6 million

INVESTMENT IN NONCONSOLIDATED A

INVESTMENT IN NONCONSOLIDATED AFFILIATE	12 Months Ended
	Jun. 30, 2022
Related Party Transactions [Abstract]
INVESTMENTS IN NONCONSOLIDATED AFFILIATE	INVESTMENT IN NONCONSOLIDATED AFFILIATEOn March 22, 2022, the Company acquired 40% of the equity of Converge Marketing Services, LLC, an affiliate of Converge, which is accounted for under the equity method of accounting. At the acquisition date, the Company's carrying amount of the investment was insignificant. See Note 3 for more information on the Converge Acquisition.

PROPERTY AND EQUIPMENT

PROPERTY AND EQUIPMENT	12 Months Ended
	Jun. 30, 2022
Property, Plant and Equipment [Abstract]
PROPERTY AND EQUIPMENT	PROPERTY AND EQUIPMENT Property and equipment consist of the following as of June 30: 2022 2021 Computer equipment $ 841,000 $ 697,000 Website design 6,000 6,000 Office machine & equipment 91,000 97,000 Furniture & fixtures 413,000 438,000 Leasehold improvements 379,000 135,000 Tenant incentives — 145,000 1,730,000 1,518,000 Accumulated depreciation (1,141,000) (1,175,000) Net book value $ 589,000 $ 343,000 During the years ended June 30, 2022 and 2021, depreciation expense was $147,000 and $131,000, respectively. In April 2021, the Company terminated the lease agreement for Mission-Media Limited’s office at 32 Shelton Street in London and relocated to a new office space at 19-23 Fitzroy Street in London. As a result of a move, $33,000 in leasehold improvements in net book value associated with the Shelton Street office was taken as a loss in the fiscal year ending June 30, 2021. Due to the effect of early termination of operating lease, a gain of $36,000 representing the difference between the right of use asset and the lease liability was recorded. Please see Note 8 – Leases for additional detail.

LEASES

LEASES	12 Months Ended
	Jun. 30, 2022
Leases [Abstract]
Leases	LEASES The Company has various operating leases for office space. The Company currently has no finance leases. Some leases include options to extend the lease term. The exercise of lease renewal options is generally at the Company’s discretion. The depreciable life of leasehold improvements are limited by the expected lease term unless there is a transfer of title or purchase option reasonably certain of exercise. The leases generally provide for fixed annual rentals plus certain other costs. The Company’s lease agreements do not include any material residual value guarantees or material restrictive covenants. Since the Company’s leases do not provide an implicit interest rate, the Company used its incremental borrowing rate as of Adoption Date to determine the present value of future lease payments for all operating leases that commenced prior to that date. The following table summarizes the weighted-average remaining lease term and discount rate for operating leases: June 30, 2022 2021 Weighted average discount rate 5.5% 5.0% Weighted average remaining lease term in years 3.6 years 3.2 years For the fiscal years ending June 30, 2022 and 2021, the Company recorded approximately $1.8 million and $2.6 million in lease expense, respectively. As of June 30, 2022, the maturities of the Company’s operating lease liabilities are as follows: Fiscal year ending June 30, 2023 $ 2,682,000 Fiscal year ending June 30, 2024 2,678,000 Fiscal year ending June 30, 2025 2,389,000 Fiscal year ending June 30, 2026 1,979,000 Fiscal year ending June 30, 2027 1,388,000 Thereafter 2,826,000 Total undiscounted operating lease payments 13,942,000 Less: imputed interest (2,266,000) Total operating lease liabilities $ 11,676,000 Less: current portion of operating lease liabilities (2,682,000) Non-current operating lease liabilities $ 8,994,000 Lease Abatements During fiscal year 2022, the company entered into lease abatement agreements with certain landlords. A gain on rent abatement of approximately $222,000 was recorded during the year ended June 30, 2022. As of June 30, 2022, approximately $639,000 of past due rent payments was recorded in accrued expenses. Sublease Agreements On January 19, 2018, Mission Media USA, Inc. entered into a four-year sublease agreement pertaining to the aforementioned office space in New York, NY. The sublease commenced on March 1, 2018, and ended January 2022. The lease income was $22,496 per month escalating annually at 3.0%. On April 19, 2018, Mission-Media Limited entered into a sublease agreement pertaining to a floor within the aforementioned office space in London, UK. The sublease commenced in April 2018 and terminated in March 2021. The lease income was £5,163 per month.

INTANGIBLE ASSETS & GOODWILL

INTANGIBLE ASSETS & GOODWILL	12 Months Ended
	Jun. 30, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
INTANGIBLE ASSETS & GOODWILL	INTANGIBLE ASSETS & GOODWILL Intangible assets consisted of the following: As of June 30, 2022 2021 Customer relationship $ 58,560,000 $ 4,960,000 Non-core customer relationships 760,000 760,000 Non-compete agreements 1,430,000 1,430,000 Technology 10,920,000 520,000 Tradename 7,570,000 470,000 Workforce acquired 2,125,000 2,125,000 81,365,000 10,265,000 Less: accumulated impairment expense (446,000) — Less: accumulated amortization (10,613,000) (7,662,000) Net book value $ 70,306,000 $ 2,603,000 Purchased intangible assets with finite useful lives are amortized over their respective estimated useful lives (using a straight-line method for customer relationships and trade names) to their estimated residual values, if any. The Company’s finite-lived intangible assets consist of customer relationships, contractor and resume databases, trade names, and internal use software and are being amortized over periods ranging from two $0.4 million and $0 in impairment expense During the years ended June 30, 2022 and 2021, amortization expense was approximately $3.0 million and $2.2 million, respectively. Future amortization expense is as follow for the years ending June 30, 2023 $ 8,713,000 2024 8,427,000 2025 8,423,000 2026 8,332,000 2027 6,765,000 Thereafter 29,646,000 $ 70,306,000 During the years ended June 30, 2022 and 2021, the Company recorded goodwill impairments charg e of approximately $2.0 million and $6.7 million, res pectively, related to the Redeeem and Mission UK subsidiaries, as a result of the Company’s annual impairment assessment. Goodwill will be reassessed during our next annual measurement date of June 30, 2023. As of June 30, 2022 and 2021, the change in carrying value of Goodwill are listed below: Balance at ended June 30, 2020 $ 17,362,000 Goodwill acquired during the year 2,006,000 Goodwill impairment — Balance at ended June 30, 2021 19,368,000 Goodwill acquired during the year 45,518,000 Goodwill impairment (8,711,926) Change in goodwill from foreign currency (824,539) Balance at ended June 30, 2022 $ 55,349,535 As of June 30, 2022, net goodwill was comprised of gross goodwill of $64.9 million and accumulated impairment of $8.7 million.

ACCRUED EXPENSES

ACCRUED EXPENSES	12 Months Ended
	Jun. 30, 2022
Payables and Accruals [Abstract]
ACCRUED EXPENSES	ACCRUED EXPENSES As of June 30, 2022 and 2021, the Company recorded approximately $28.6 million and $6.0 million in accrued expenses, respectively. As of June 30, 2022 2021 Accrued expenses $ 26,996,253 $ 4,819,000 Accrued payroll 851,276 294,000 Accrued taxes 802,019 888,000 $ 28,649,548 $ 6,001,000

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	12 Months Ended
	Jun. 30, 2022
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	COMMITMENTS AND CONTINGENCIES Commitments As of June 30, 2022, commitments of the Company in the normal course of business in excess of one year are as follows: Payments Due by Period Year 1 Years 2-3 Years 4-5 >5 Years Total Operating lease obligations (a) $ 2,682,000 $ 5,067,000 $ 3,367,000 $ 2,826,000 $ 13,942,000 Debt repayment (b) 3,825,000 7,650,000 64,069,000 — 75,544,000 Total $ 6,507,000 $ 12,717,000 $ 67,436,000 $ 2,826,000 $ 89,486,000 (a) Operating lease obligations primarily represent future minimum rental payments on various long-term noncancellable leases for office space. (b) Debt repayments consists of principal repayments required under the Company's Credit Facility. 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. 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 $0.9 million was recognized in the twelve (12) months ending June 30, 2022. In addition to this cash settlement, the Company also reversed approximately $0.1 million in accruals relating to the Stephensons which was recorded as other income.

CREDIT FACILITIES

CREDIT FACILITIES	12 Months Ended
	Jun. 30, 2022
Debt Disclosure [Abstract]
CREDIT FACILITIES	CREDIT FACILITIES On March 21, 2022, Troika Media Group Inc., and each subsidiary of Troika Media Group Inc. as guarantors, entered into a Financing Agreement with Blue Torch Finance LLC (“Blue Torch”), as Administrative Agent and Collateral Agent. This $76.5 million First Lien Senior Secured Term Loan (the “Credit Facility”) formed the majority of the purchase price of the Converge Acquisition, as well as for working capital and general corporate purposes. The Credit Facility provides for: (i) a Term Loan in the amount of $75.0 million; (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% ($1.5 million) of the Credit Facility paid at closing (capitalized into the Credit Facility bringing the initial loan balance to $76.5 million), 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 financial and non-financial covenants in the Credit Facility including, but not limited to, a debt leverage ratio, fixed charge coverage ratio, and maintaining liquidity of at least $6.0 million at all times. The Company has received limited waivers due to non-compliance with certain covenants of the agreement. The company is currently addressing these items and has expects to be in compliance during second quarter of fiscal year 2023. 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 $29.1 million of the $76.5 million 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, 2020 and 2019, are delivered to Blue Torch Finance LLC, which were delivered during fourth quarter 2022. In connection with the aforementioned note, the Company recorded deferred debt and issuance costs totaling $9.2 million. The discount and issuance costs will be amortized over the life of the note using the effective interest rate method. The company recognized approximately $0.8 million in amortization of deferred financing costs for the year ended June 30, 2022, and made principal payments totaling approximately $1.0 million. The initial allocation of the debt and debt issuance costs at Closing Date were as follows: Principal balance $ 76,500,000 Fair value of warrants $ (2,433,000) Original issue discount $ (1,500,000) Debt issuance costs $ (5,287,000) Outstanding balance, net $ 67,280,000 Current portion $ (1,538,000) Long-term portion $ 65,742,000 The initial allocation of the debt and debt issuance costs at June 30, 2022, were as follows: Principal balance $ 75,544,000 Debt issuance costs $ (8,425,000) Outstanding balance, net $ 67,119,000 Current portion $ (1,538,000) Long-term portion $ 65,581,000 The payments of principal to be made are as follows: FY 2023 $ 3,825,000 2024 3,825,000 2025 3,825,000 2026 64,069,000 $ 75,544,000 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”. As of June 30, 2022 and 2021, the Company owed the founder and CEO of Troika Design Group, Inc. Dan Pappalardo approximately $0.1 million and $0.2 million, respectively. In April 2021, the Company paid $17 thousand to Dan Pappalardo representing the miscellaneous expense reimbursements. The loans were due and payable on demand and accrue interest at 10.0% per annum. In April 2021, the Company paid $300,000 to the estate of Sally Pappalardo representing the outstanding principal of $235,000 and accrued interest of $65,000. The holder provided the Company a signed release acknowledging all obligations under the note had been paid in full. On January 27, 2019, Daniel Jankowski and Tom Ochocki (collectively the “Lenders”) entered into a facility agreement with Mission Media Limited (“MML”) in order to provide certain funds allowing MML to exit administration in the United Kingdom. Mr. Ochocki, as primary lender, provided MML £1,594,211 ($2,227,000) which was received in January 2019. The same agreement allowed the Company to draw upon Mr. Jankowski in upwards of £992,895 ($1,373,000); however, the funds were not needed. Mr. Ochocki was a member of the Board of the Company and subsequent to the loan, Mr. Jankowski was appointed to the Board. Both Lenders were appointed to the Board of Mission Media Holdings Limited. The loan had a repayment date of January 2022 and an interest rate of 0%. In April 2021, the balance of $2,227,000 was paid in full. Imputed interest of $3,000 was recorded for this facility agreement in the fiscal year ending June 30, 2021. There was no imputed interest recorded for this facility agreement in the fiscal year ended June 30, 2022. Total interest expense on notes payable related party was approximately $16,000 and $7,000 during the years ended June 30, 2022 and 2021, respectively. Below is a breakout showing the short term and long term portions of note payable related party: As of June 30, 2022 2021 Short term portion Dan Pappalardo $ 100,000 $ 200,000 $ 100,000 $ 200,000

NOTES PAYABLE - RELATED PARTIES

NOTES PAYABLE - RELATED PARTIES	12 Months Ended
	Jun. 30, 2022
Debt Disclosure [Abstract]
NOTES PAYABLE - RELATED PARTIES	CREDIT FACILITIES On March 21, 2022, Troika Media Group Inc., and each subsidiary of Troika Media Group Inc. as guarantors, entered into a Financing Agreement with Blue Torch Finance LLC (“Blue Torch”), as Administrative Agent and Collateral Agent. This $76.5 million First Lien Senior Secured Term Loan (the “Credit Facility”) formed the majority of the purchase price of the Converge Acquisition, as well as for working capital and general corporate purposes. The Credit Facility provides for: (i) a Term Loan in the amount of $75.0 million; (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% ($1.5 million) of the Credit Facility paid at closing (capitalized into the Credit Facility bringing the initial loan balance to $76.5 million), 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 financial and non-financial covenants in the Credit Facility including, but not limited to, a debt leverage ratio, fixed charge coverage ratio, and maintaining liquidity of at least $6.0 million at all times. The Company has received limited waivers due to non-compliance with certain covenants of the agreement. The company is currently addressing these items and has expects to be in compliance during second quarter of fiscal year 2023. 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 $29.1 million of the $76.5 million 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, 2020 and 2019, are delivered to Blue Torch Finance LLC, which were delivered during fourth quarter 2022. In connection with the aforementioned note, the Company recorded deferred debt and issuance costs totaling $9.2 million. The discount and issuance costs will be amortized over the life of the note using the effective interest rate method. The company recognized approximately $0.8 million in amortization of deferred financing costs for the year ended June 30, 2022, and made principal payments totaling approximately $1.0 million. The initial allocation of the debt and debt issuance costs at Closing Date were as follows: Principal balance $ 76,500,000 Fair value of warrants $ (2,433,000) Original issue discount $ (1,500,000) Debt issuance costs $ (5,287,000) Outstanding balance, net $ 67,280,000 Current portion $ (1,538,000) Long-term portion $ 65,742,000 The initial allocation of the debt and debt issuance costs at June 30, 2022, were as follows: Principal balance $ 75,544,000 Debt issuance costs $ (8,425,000) Outstanding balance, net $ 67,119,000 Current portion $ (1,538,000) Long-term portion $ 65,581,000 The payments of principal to be made are as follows: FY 2023 $ 3,825,000 2024 3,825,000 2025 3,825,000 2026 64,069,000 $ 75,544,000 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”. As of June 30, 2022 and 2021, the Company owed the founder and CEO of Troika Design Group, Inc. Dan Pappalardo approximately $0.1 million and $0.2 million, respectively. In April 2021, the Company paid $17 thousand to Dan Pappalardo representing the miscellaneous expense reimbursements. The loans were due and payable on demand and accrue interest at 10.0% per annum. In April 2021, the Company paid $300,000 to the estate of Sally Pappalardo representing the outstanding principal of $235,000 and accrued interest of $65,000. The holder provided the Company a signed release acknowledging all obligations under the note had been paid in full. On January 27, 2019, Daniel Jankowski and Tom Ochocki (collectively the “Lenders”) entered into a facility agreement with Mission Media Limited (“MML”) in order to provide certain funds allowing MML to exit administration in the United Kingdom. Mr. Ochocki, as primary lender, provided MML £1,594,211 ($2,227,000) which was received in January 2019. The same agreement allowed the Company to draw upon Mr. Jankowski in upwards of £992,895 ($1,373,000); however, the funds were not needed. Mr. Ochocki was a member of the Board of the Company and subsequent to the loan, Mr. Jankowski was appointed to the Board. Both Lenders were appointed to the Board of Mission Media Holdings Limited. The loan had a repayment date of January 2022 and an interest rate of 0%. In April 2021, the balance of $2,227,000 was paid in full. Imputed interest of $3,000 was recorded for this facility agreement in the fiscal year ending June 30, 2021. There was no imputed interest recorded for this facility agreement in the fiscal year ended June 30, 2022. Total interest expense on notes payable related party was approximately $16,000 and $7,000 during the years ended June 30, 2022 and 2021, respectively. Below is a breakout showing the short term and long term portions of note payable related party: As of June 30, 2022 2021 Short term portion Dan Pappalardo $ 100,000 $ 200,000 $ 100,000 $ 200,000

STOCKHOLDERS_ EQUITY

STOCKHOLDERS’ EQUITY	12 Months Ended
	Jun. 30, 2022
Equity [Abstract]
STOCKHOLDERS’ EQUITY	STOCKHOLDERS’ EQUITY SERIES E PREFERRED STOCK PRIVATE PLACEMENT AND RENEGOTIATION 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 57.0% of the total possible votes outstanding (the “Majority Stockholders”), authorizing the following: The sale of $50.0 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. On September 26, 2022, we entered into an Exchange Agreement (the “Exchange Agreement”) with the Purchasers, pursuant to which (i) each Purchaser exchanged its Warrants for new warrants to purchase our common stock (the “New Warrants”) and (ii) ) each Purchaser consented to an amendment and restatement of the terms of our Series E convertible preferred stock, par value $0.01 per share (the “Series E Preferred Stock”) as well as other changes in the terms of the private placement effected by the Company on March 16, 2022 (collectively, the “New PIPE Terms”). In consideration for the issuance of the New Warrants and the other New PIPE Terms, we filed an amended and restated certificate of designation for the Series E Preferred Stock (the “Certificate of Designation”) with the Secretary of State of the State of Nevada to effect certain changes contemplated by the Exchange Agreement. The New PIPE Terms effect the following changes, among others, to the rights Series E Holders: New Warrant Exercise Price: The New Warrant exercise price per share of common stock is $0.55, provided that if all shares of Series E Preferred Stock issued pursuant to the Certificate of Designation are not repurchased by the Company on or prior to November 26, 2022, on such date, the exercise price per share of the New Warrants will revert to $2.00, subject to further adjustment as set forth in the New Warrant. Series E Conversion Price: The conversion price for the Series E Preferred Stock shall initially equal $0.40 per share, and so long as the arithmetic average of the daily volume-weighted average prices of the Common Stock for the calendar week prior to each of the following respective dates is lower than the Conversion Price at that time, the Conversion Price shall be downwardly adjusted by $0.01 on each of October 24, 2022, October 31, 2022, November 7, 2022, November 14, 2022 and November 21, 2022. Standstill Period: The Company and the Purchasers will enter into a 60-day standstill period ending on November 26, 2022 (the “Standstill Period”), during which each Series E Holder may convert not more than 50% of the Series E Preferred Stock held by such holder at the beginning of the Standstill Period. Series E Buyout. During the Standstill Period the Company will use commercially reasonable efforts to raise funds to repurchase all outstanding shares of Series E Preferred Stock held by the Purchasers at a purchase price of $100 per share, subject to the provisions of the Certificate of Designation. As of the date of this filing , the Company had paid an aggregate of $2.0 million as partial liquidated damages as a result of not filing the registration statement by July 5, 2022. It is also expected that the Company will owe an additional $1.6 million in partially liquidated damages for the month of September. As such, as of June 30, 2022, the Company has recorded a contingent liability in the amount of $3.6 million. REVERSE STOCK SPLIT In September 2020, the Company amended its articles of incorporation and enacted a reverse stock split of one share for each fifteen (15) shares and the accompanying financials reflect the reverse stock split retroactively. The reverse stock split resulted in a decrease in authorized shares of all classes of stock from 615,000,000 to 315,000,000 shares consisting of 300,000,000 shares of common stock at a par value of $0.001 and 15,000,000 shares of preferred stock at a par value of $0.01 per share. Prior to the reverse stock split, the Company had 600,000,000 shares of common stock at a par value of $0.001, 15,000,000 shares of preferred stock at a par value of $0.20 per share. INITIAL PUBLIC OFFERING AND NASDAQ LISTING On April 22, 2021, the Company completed an underwritten public offering of 5,783,133 shares of common stock and warrants at a public offering price of $4.15 per share for aggregate gross proceeds of $24.0 million. After deducting underwriting commissions and other offering expenses, the Company received approximately $20.7 million in net proceeds. The Company has listed its common stock and warrants on the Nasdaq Capital Market under the symbols “TRKA” and “TRKAW”, respectively, and trading began on April 20, 2021. COMMON STOCK As of June 30, 2022 and 2021, the Company has 64,209,616 and 39,496,588 shares of common stock issued and outstanding, respectively. In January 2021, the Company reported the return of the 2,666,667 shares of the Company’s stock granted to the Stephensons regarding the aforementioned legal dispute. Upon their termination for Cause, the restricted shares held in escrow were forfeited back to the Company. Please see Note 11 – Commitments and Contingencies for additional detail. STOCK PAYABLE In the fiscal year ended June 30, 2021, the Company recorded a stock payable of approximately $1.2 million relating to the acquisition of Redeeem, LLC. As per the asset purchase agreement dated May 21, 2021, 452,929 shares of common stock were due to be issued to Redeeem’s employees and were valued at $2.6715 per share. These shares were issued in the year ended June 30, 2022. PREFERRED STOCK On April 14, 2022, notice was given that all 720,000 shares of the Issuer’s outstanding 9% Series A Preferred Stock will be redeemed. The redemption of the Series A Preferred Stock was effected on May 31, 2022 (the “Redemption Date”) at a price equal to $0.20 per share, plus an amount equal to all accrued and unpaid dividends thereon but not including the Redemption Date in an amount equal to $0.42 per share, for a total payment of $0.62 per share (the “Redemption Price”). The total aggregate amount of the redemption was $446,440. Holders of record as of the Redemption Date received the Redemption Price upon presentation and surrender of the Preferred Stock as described in the notice. Upon redemption, dividends on the Preferred Stock ceased to accrue and all rights of the Holders terminated, except to the proceeds of the Redemption Price. As of June 30, 2022, 0 shares of Series A Preferred Stock were issued and outstanding On March 16, 2022, the Company entered into a Securities Purchase Agreement with certain institutional investors to issue and sell in a private offering an aggregate of $50.0 million 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 is also subject to downward adjustment (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. At the time, using the Black-Scholes model, the Company recorded a market value of approximately $28.4 million which is included on the balance sheet within derivative liabilities- financing warrants. At June 30, 2022 the market value of such warrants was $28.4 million and a resultant gain on change in fair value of derivative liabilities was recorded for approximately $0.6 million. As of June 30, 2022, 0 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. On September 26, 2022, we entered into an Exchange Agreement with the Purchasers, pursuant to which (i) each Purchaser exchanged its Warrants for new warrants to purchase our common stock and (ii) each Purchaser consented to an amendment and restatement of the terms of our Series E Convertible Preferred Stock, as well as other changes in the terms of the private placement effected by the Company on March 16, 2022. See Note 16 – Subsequent Events. CONVERSION OF CONVERTIBLE NOTE PAYABLE RELATED PARTY In July 2020, the holder of a related party convertible promissory note of $1.3 million elected to convert the debt into shares of the Company’s common stock at a rate of $0.75 per share for 1,733,334 shares. CONVERSION OF CONVERTIBLE NOTE PAYABLES In the fiscal year ended June 30, 2021, the Company issued a total of 746,069 shares of the Company’s common stock as a result of holders of convertible note payables electing to convert. A total of approximately $1.8 million convertible note payables were converted at an average conversion price of $2.15 per share. DEFERRED COMPENSATION On May 21, 2021, the Company entered into an agreement to acquire the assets and specific liabilities of Redeeem, LLC for $2.6 million consisting of $1.2 million in cash, $166,000 in specific liabilities, and $1.2 million of the Company’s common stock (Note 3 – Business combinations and dispositions). In addition, the Company agreed to provide equity to its employees to be vested over three three On June 7, 2022, Mr. Kyle Hill, the seller of Redeeem, entered into a separation agreement with the Company (“Separation Agreement”). The terms of the Separation Agreement provided that the compensation for the Redeeem purchase would be modified and Hill would forfeit 1,231,967 of the shares presently in escrow and the remaining 1,231,968 shares would continue to be governed by the terms of the escrow agreement. As of June 30, 2022, 1,231,968 shares of the Company’s common stock were issued, but not vested. During the year ended June 30, 2022, and 2021, the Company recorded approximately $3.0 million and $0.4 million, respectively, in stock-based compensation associated with the vested portion of the deferred compensation. In addition, during the fourth quarter fiscal year 2022, the Company recorded in settlement expense approximately $3.3 million in deferred stock compensation expense related to the aforementioned additional shares related to the Separation Agreement. As of June 30, 2022, there was $0 deferred compensation outstanding related to the Redeeem acquisition. Please see Note 3 for further discussion on the Redeeem disposition. EXERCISE OF WARRANTS BY FORMER DIRECTOR In May 13, 2021, former director Jeffrey Schwartz exercised 166,667 in warrants at a closing price of $2.81 and an exercise price of $0.75 resulting in the cashless issuance of 122,183 shares of common stock. EXERCISE OF OPTIONS BY FORMER OFFICER In May 14, 2021, former officer Robert Schwartz exercised 222,000 in warrants at a closing price of $2.92 and an exercise price of $0.75 resulting in the cashless issuance of 165,145 shares of common stock. WARRANTS During the fiscal year ended June 30, 2022, the Company issued warrants to certain directors and consultants to purchase 300,000 shares of the Company’s common stock between $0.36 and $1.24 per share which vested during various terms and were valued at $174,634. The Company recorded compensation of $68,000 for the vested portion during the fiscal year ended June 30, 2022. FINANCING WARRANTS Classified as Derivative Liabilities During the fiscal year ended June 30, 2022, the Company recorded $6,000 gain on change in fair value of derivative liabilities related to warrants issued to Series E investors, which were initially valued at approximately $28.4 million. During the fiscal year ended June 30, 2022 , the Company recorded approximately $0.6 million gain on change in fair value of derivative liabilities related to warrants issued to the our Lender in connection with our Credit Facility, which were initially valued at approximately $2.4 million. Reconciliation of the derivative liabilities are as follows: During the fiscal year ended June 30, 2021, the Company issued warrants to current investors to purchase 832,223 shares of the Company’s common stock between $0.75 and $3.75 per share as additional consideration, which were valued at approximately $2.5 million. The Company recorded warrants expense of approximately $2.1 million during the year ended June 30, 2021, related to these issuances. During the fiscal year ended June 30, 2021, the Company issued warrants to current note holders to purchase 480,000 shares of the Company’s common stock between $0.75 and $1.95 per share as additional consideration, which were valued at approximately $1.8 million. The Company recorded warrants expense of $413,000 during the year ended June 30, 2021, related to these issuances. The Company uses the Black-Scholes Model to determine the fair value of warrants granted. Option-pricing models require the input of highly subjective assumptions, particularly for the expected stock price volatility and the expected term of options. Changes in the subjective input assumptions can materially affect the fair value estimate. The expected stock price volatility assumptions are based on the historical volatility of the Company’s common stock over periods that are similar to the expected terms of grants and other relevant factors. The Company derives the expected term based on an average of the contract term and the vesting period taking into consideration the vesting schedules and future employee behavior with regard to option exercise. The risk-free interest rate is based on U.S. Treasury yields for a maturity approximating the expected term calculated at the date of grant. The Company has never paid any cash dividends on its common stock and the Company has no intention to pay a dividend at this time; therefore, the Company assumes that no dividends will be paid over the expected terms of warrants awards. The Company determines the assumptions used in the valuation of warrants awards as of the date of grant. Differences in the expected stock price volatility, expected term or risk-free interest rate may necessitate distinct valuation assumptions at those grant dates. As such, the Company may use different assumptions for warrants granted throughout the year. The Company has utilized the following assumptions in its Black-Scholes warrant valuation model to calculate the estimated grant date fair value of the warrants during the years ended June 30, 2022 and 2021: 2022 2021 Volatility - range 63.5% - 65.0% 63.5% - 65.8% Risk-free rate 0.7% - 3.6% 0.2% - 0.9% Contractual term 4 years - 10 years 4.0 - 5.0 years Exercise price $0.36 - $3.75 $0.75 - $3.75 A summary of the warrants granted, exercised, forfeited, and expired are presented in the table below: Number of Warrants Weighted-Average Exercise Weighted-Average Grant- Aggregate Intrinsic Value of Weighted-Average Outstanding July 1, 2020 7,858,741 $ 1.52 $ 1.92 $ 9,234,295 3 Granted 1,439,556 1.00 3.00 3,938,467 0.80 Exercised (166,667) 0.75 — — 0 Forfeited — — — — 0 Expired (835,222) 5.48 4.17 (1,014,295) 0 Outstanding June 30, 2021 8,296,408 $ 1.05 $ 1.90 $ 12,158,467 2.2 Granted 300,000 0.36 0.26 35,500 9.9 Exercised — — — — 0 Forfeited — — — — 0 Expired (1,825,185) 0.75 0.28 (1,950,000) 0 Outstanding June 30, 2022 6,771,223 $ 1.05 $ 1.94 $ 10,243,967 2.4 Vested and exercisable June 30, 2022 5,770,263 0.99 1.90 8,710,260 2.4 Non-vested June 30, 2022 1,000,960 $ 1.35 $ 2.20 $ 1,533,707 3.5 The following table summarizes the range of exercise prices and weighted average remaining contractual life for outstanding and exercisable warrants under the Company’s warrant plans as of June 30, 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 $ 0.75 5,476,222 2.4 years 4,903,118 2.3 years $ 0.36 125,000 9.2 years — — $ 1.24 150,000 3.3 years 75,000 3.3 years $ 1.50 400,000 1.9 years 400,000 1.9 years $ 1.95 26,667 3.5 years 8,908 3.5 years $ 0.84 25,000 3.5 years 12,500 3.5 years $ 3.00 66,667 2.7 years 66,667 2.7 years $ 3.75 501,668 2.7 years 304,070 3.0 years 6,771,224 2.4 years 5,770,263 2.4 years During the years ended June 30, 2022 and 2021, the Company has recorded approximately $0.9 million and $3.2 million, respectively, as compensation expense related to vested warrants issued, net of forfeitures. As of June 30, 2022, the Company had approximately $1.1 million in unvested warrants to be expensed in subsequent periods. 2017 EQUITY INCENTIVE PLAN On June 13, 2017, the Board adopted and approved an amendment to the Troika Media Group, Inc. 2015 Employee, Director and Consultant Equity Incentive Plan (the “Equity Plan”), to change the name from M2 nGage Group, Inc. to Troika Media Group, Inc., in order to attract, motivate, retain, and reward high-quality executives and other employees, officers, directors, consultants, and other persons who provide services to the Company by enabling such persons to acquire an equity interest in the Company. Under the Plan, the Board (or the compensation committee of the Board, if one is established) may award stock options, either stock grant of shares of the Company’s common stock, incentive stock options (“ISOs”) under IRS section 422, or a non-qualified stock option (“Non-ISOs”) (collectively “Options”). The Plan allocates 3,333,334 shares of the Company’s common stock (“Plan Shares”) for issuance of equity awards under the Plan. As of June 30, 2022, the Company has granted, under the Plan, awards in the form of non-qualified stock options (" NQSOs") 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 ISOs or NQSOs, restricted shares and restricted stock units (RSUs). The 2021 Plan authorized 12,300,000 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 7,900,000 RSUs had been awarded to employees. In addition the Company has issued 3,500,000 RSUs to certain executives of Converge related to the acquisition agreement and related to their continued employment with the Company. These RSUs were issued outside the 2021 Equity Incentive Plan. ISOs Awards In the fiscal year ending June 30, 2022, the Company issued to employees and directors of the Company options to purchase, in the aggregate, 720,169 shares of the Company’s common stock between $1.49 and $3.75 per share which were valued at $850,000 . The Company recorded options expense of $89,000 during the fiscal year ending June 30, 2022, related to these issuances. In the fiscal year ending June 30, 2021, the Company did not issue any options to purchase the Company’s common stock. The Company uses the Black-Scholes Model to determine the fair value of Options granted. Option-pricing models require the input of highly subjective assumptions, particularly for the expected stock price volatility and the expected term of options. Changes in the subjective input assumptions can materially affect the fair value estimate. The expected stock price volatility assumptions are based on the historical volatility of the Company’s common stock over periods that are similar to the expected terms of grants and other relevant factors. The Company derives the expected term based on an average of the contract term and the vesting period taking into consideration the vesting schedules and future employee behavior with regard to option exercise. The risk-free interest rate is based on U.S. Treasury yields for a maturity approximating the expected term calculated at the date of grant. The Company has never paid any cash dividends on its common stock and the Company has no intention to pay a dividend at this time; therefore, the Company assumes that no dividends will be paid over the expected terms of option awards. The Company determines the assumptions used in the valuation of Option awards as of the date of grant. Differences in the expected stock price volatility, expected term or risk-free interest rate may necessitate distinct valuation assumptions at those grant dates. As such, the Company may use different assumptions for options granted throughout the year. The Company has utilized the following assumptions in its Black-Scholes option valuation model to calculate the estimated grant date fair value of the options during the year ended June 30, 2022 : 2022 Volatility - range 64.2% - 65.2% Risk-free rate 0.7% - 1.2%% Contractual term 3.0 years Exercise price $1.49 - $3.75 A summary of the Options granted to employees under the Plan as of June 30, 2022, are presented in the table below: Number of Options Weighted-Average Exercise Weighted-Average Grant- Aggregate Intrinsic Value of Weighted-Average Outstanding June 30, 2020 3,377,222 $ 1.10 $ 1.06 $ 2,030,000 0.7 Granted — — — — — Exercised (222,222) 0.75 — — — Forfeited — — — — — Cancelled (66,667) 0.75 3.12 (200,001) — Outstanding June 30, 2021 3,088,333 1.13 1.06 1,829,999 0.4 Granted 720,169 2.51 1.18 (5,767) 3 Exercised — — — — — Forfeited — — — — — Cancelled (150,669) — — — — Outstanding June 30, 2022 3,657,833 1.39 1.12 1,824,232 0.6 Vested and exercisable June 30, 2022 2,997,972 1.04 1.09 1,806,539 0.2 Non vested June 30, 2022 659,861 $ 2.96 $ 1.28 $ 17,693 2.3 The following table summarizes the range of exercise prices and weighted average remaining contractual life for outstanding and exercisable options under the Company’s option plans as of June 30, 2022. Outstanding Options Shares Exercisable Option Shares Exercise price range Number of Option Shares Weighted average remaining contractual life Number of Option Shares Weighted average remaining contractual life $ 0.75 2,456,666 0.1 years 2,534,444 0.1 years $ 1.49 10,000 2.4 years 0 — $ 1.50 200,000 0.0 years 200,000 0.0 years $ 2.08 245,001 1.9 years 3,889 1.5 years $ 2.61 344,500 3.0 years 57,417 3.0 years $ 2.84 — 0.0 years — — $ 3.00 — 0.7 years — — $ 3.75 401,666 1.0 years 202,222 0.7 years 3,657,833 0.6 years 2,997,972 0.2 years During the years ended June 30, 2022 and 2021, the Company has recorded $538,000 and $0, respectively, as compensation expense related to vested options issued, net of forfeitures. As of June 30, 2022 and 2021, total unrecognized share-based compensation related to unvested options was approximately $1.1 million and $0, respectively.

INCOME TAXES

INCOME TAXES	12 Months Ended
	Jun. 30, 2022
Income Tax Disclosure [Abstract]
INCOME TAXES	INCOME TAXESTroika Media Group Inc. and domestic subsidiaries file on a consolidated U.S. federal tax basis and state tax returns on a consolidated, combined or separate basis depending on the applicable laws for the years ending June 30, 2022 and 2021. Mission Media Holdings, LTD and Mission Media, LTD are foreign subsidiaries of the Company which file tax returns in the United Kingdom. Troika Media Group Inc. the parent company of Troika Design Group Inc., Digital Media Acquisition Corporation, SignalPoint Corporation, Signal Point Holdings Corporation, Troika Services, Inc., Troika Analytics, Inc., Troika-Mission Holdings, Inc., Mission Media USA, Inc., and Troika IO, Inc. are subject to the U.S. federal tax rate of 21% and approximately up to 9% state tax for the years ending June 30, 2022 and 2021. We have two operating subsidiaries in the UK, Mission Media Holdings, LTD and Mission Media, LTD, which are subject to a tax rate of 19% for the years ending June 30, 2022 and 2021. Income tax (benefit) expense from continuing operations on an estimated GAAP basis for the year ending June 30, 2022, consisted of the following: Current Deferred Total Federal $ (37,109) $ — $ (37,109) State 73,034 — 73,034 Foreign — — — Subtotal 35,925 — 35,925 Valuation allowance — — — Total $ 35,925 $ — $ 35,925 Income tax (benefit) expense from continuing operations on an estimated GAAP basis for the year ending June 30, 2021, consisted of the following: Current Deferred Total Federal $ 37,000 $ 152,000 $ 189,000 State 27,000 — 27,000 Foreign — — — Subtotal 64,000 152,000 216,000 Valuation allowance — — — Total $ 64,000 $ 152,000 $ 216,000 A reconciliation of the estimated federal statutory income tax rate to the Company’s effective income tax rate is as follows: June 30, 2022 June 30, 2021 Taxes calculated at federal rate 21.0 % 21.0 % Foreign taxes (4.3) % (0.1) % Debt settlement 0.2 % 2.6 % Stock compensation (2.2) % (1.2) % Change in valuation allowance (15.4) % (25.4) % State taxes net of federal benefit 1.2 % 1.9 % Revaluation of deferred — % — % Acquisition - domestic — % — % Acquisition - foreign — % — % Goodwill impairment (1.3) % — % Other adjustments 0.9 % 1.7 % Provision for income taxes 0.2 % 0.4 % The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and liabilities at June 30, 2022 and 2021, are presented below: June 30, 2022 June 30, 2021 Deferred Tax Assets Net operating loss carryforwards $ 9,242,000 $ 5,320,000 Accounts receivable reserve 137,000 131,000 Contribution carryover 11,000 6,000 Section 163 (j) limitation 649,000 120,000 Stock based compensation 1,132,000 1,611,000 Accrued interest 82,000 89,000 Contract liabilities 2,187,000 — Deferred rent 303,000 — Net right-of-use assets — 1,772,000 Other accruals — — Total Deferred Tax Assets 13,743,000 9,049,000 Deferred Tax Liabilities Fixed Assets (117,000) (112,000) Intangibles (98,000) (513,000) Goodwill (171,000) — Deferred Revenue — (179,000) Total Deferred Tax Liabilities (386,000) (804,000) Net Deferred Tax Assets 13,357,000 8,245,000 Valuation Allowance (13,357,000) (8,245,000) Net deferred tax / (liabilities) $ — $ — The Company is in the process of reviewing its current deferred tax balances and the above amounts for the periods ending June 30, 2022 and 2021, are estimated, but may not be all inclusive. Deferred tax assets and liabilities are computed by applying the estimated enacted federal, foreign and state income tax rates to the gross amounts of future taxable amounts and future deductible amounts and other tax attributes, such as net operating loss carryforwards. In assessing if the deferred tax assets will be realized, the Company considers whether it is more likely than not that some or all of these deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the period in which these deductible temporary differences reverse. During the year ending June 30, 2022, the estimated valuation allowance increased by approximately $5.1 million to $13.3 million, as compared to $8.2 million as of June 30, 2021. The increase in valuation allowance is primarily related to an increase in net operating losses as well as stock-based compensation. The total valuation allowance results from the Company’s position that it is more likely than not able to realize their net deferred tax assets. At June 30, 2017, and prior to this date, the Company had estimated federal and state net operating loss carryforwards. For the periods prior to the year ending June 30, 2017, the Company is unable to accurately verify or compute the applicable federal and state net operating losses. The Company’s tax year end was on a calendar year end December 31. Such losses may not be utilizable or possibly eliminated under IRC Section 382/383, change of ownership rules. Management is in the process of reviewing IRC Section 382/383 at the time of this filing for the period indicated. The federal net operating loss for the period ending June 30, 2021, is estimated to be approximately $20.6 million and for state $6.3 million. The federal net operating loss for the period ending June 30, 2022, is estimated to be approximately $37.8 million and for state $13.1 million. These carryforwards may be subject to an annual limitation under I.R.C. §§ 382 and 383 and similar state provisions, if the Company experienced one or more ownership changes which would limit the amount of the NOL and tax credit carryforwards that can be utilized to offset future taxable income. In general, an ownership change, as defined by I.R.C. §§ 382 and 383, results from transactions increasing ownership of certain stockholders or public groups in the stock of the corporation by more than fifty (50) percentage points over a three-year period. The Company has not completed an I.R.C. § 382/383 analysis. If a change in ownership were to have occurred, NOL and tax credit carryforwards could be eliminated or restricted. If eliminated, the related asset would be removed from the deferred tax asset schedule with a corresponding reduction in the valuation allowance. Due to the existence of the valuation allowance, limitations created by future ownership changes, if any, will not impact the Company’s effective tax rate. As of June 30, 2022 and 2021, the Company’s UK entity Mission Media Limited carryforward NOLs were approximately $4.0 million and $3.9 million, respectively. On June 12, 2017, the Company entered into a merger agreement with Troika Design Group, Inc. and subsidiaries (“Design”) and Daniel Pappalardo, the sole shareholder of Design. In conjunction with this merger, we believe that the Company experienced an “ownership change” within the meaning of Sections 382 and 383 of the Code. An ownership change is generally defined as a more than fifty (50) percentage point increase in equity ownership by “5 percent shareholders” (as that term is defined for purposes of Sections 382 and 383 of the Code) in any three-year period or since the last ownership change if such prior ownership change occurred within the prior three-year period. As a result of the ownership change on June 12, 2017, the limitations on the use of pre-change losses and other carry forward tax attributes in Sections 382 and 383 of the Code apply and the Company may not be able to utilize any portion of their NOL carry forwards from the years prior to June 12, 2017, and the portion of the NOL for June 30, 2017, allocable to the portion of the year prior to June 12, 2017. NOLs from subsequent years should not be affected by the ownership change on June 12, 2017. There is a new tax on global intangible low-taxed income ("GILTI") of subsidiaries of US parents. This new tax law is based on the excess of foreign income over a specified return (deemed return on tangible assets of foreign corporation). This will result in a US tax on foreign earnings where: (i) there is not a large aggregate foreign fixed asset base; and (ii) foreign earnings are taxed at a low rate. For ASC 740 (Accounting for Income Tax), it is acceptable to recognize the GILTI in the year in which it is included on the tax return on the basis that it is triggered by the existence, on an aggregate basis, of "excess" low-taxed foreign income in that year. For IFRS tax accounting and GAAP, it is acceptable to recognize the charge for GILTI in the year in which it is included on the tax return on the basis that it is triggered by the existence, on an aggregate basis, of "excess" low-taxed foreign income in that year. Since the Mission foreign subsidiaries for the year ending June 30, 2022, recorded an operating loss of approximately $7.4 million. There is no current GILTI tax recorded as a period cost. The Company is in the process of reviewing GILTI, as it is computed on a cumulative basis, as it relates to United States Repatriation Tax, as well as GILTI. As of December 31, 2019, the Company had an estimated net operating loss (NOL) carryforward of approximately $38.4 million. The NOL carryforward estimated to begins to expire in 2024. Under Section 382 of the Internal Revenue Code of 1986, as amended (“IRC Section 382”), a corporation that undergoes an “ownership change” is subject to limitations on its use of pre-change NOL carryforwards to offset future taxable income. Within the meaning of IRC Section 382, an “ownership change” occurs when the aggregate stock ownership of certain stockholders (generally 5% shareholders, applying certain look-through rules and aggregation rules which combine unrelated shareholders that do not individually own 5% or more of the corporation’s stock into one or more “public groups” that may be treated as 5-percent shareholder) increases by more than 50 percentage points over such stockholders’ lowest percentage ownership during the testing period (generally three years). In general, the annual use limitation equals the aggregate value of common stock at the time of the ownership change multiplied by a specified tax-exempt interest rate. The Company has not completed a study as to whether there is a Section 382 limitation on its NOLs that will limit the use of its NOLs in the future. The Company has recorded a valuation allowance on the entire NOL as it believes that it is more likely than not that the deferred tax asset associated with the NOLs will not be realized regardless of whether an “ownership change” has occurred.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	12 Months Ended
	Jun. 30, 2022
Subsequent Events [Abstract]
Subsequent Events	SUBSEQUENT EVENTS Sale Tax Lien During the year ended June 30, 2022, the Company was notified of an amount due regarding a New York State sales tax audit for the period of June 30, 2010, through May 31, 2016. The funds were garnished by the New York State Department of Taxation and Finance from the Troika Bank account on July 8, 2022. The Company is currently engaged with a tax firm to assess the liability and recover funds. As of June 30, 2022, the approximately $0.8 million is recorded in accrued expenses on the balance sheet. Director Election On July 15, 2022, Randall Miles, was elected as a director, as well as Chairman, of the Board of Directors (the “Board”) of Troika Media Group, Inc. (the “Company”). Mission UK In August 2022, the Company’s board of directors approved the sale of Mission-Media Holdings Limited and its UK subsidiary Mission Media Limited (collectively, “Mission UK”) to a third-party for a purchase price of $1,000. Mission UK is a brand experience and communications agency, and is a subsidiary of the Company. The Company is in the process of negotiating the repayment of the approximate $13.0 million due to related party balance. It is anticipated that the fair value of this negotiated repayment amount and timing of such will result in the balance being reduced substantially. As a result, the Company has determined that the goodwill in the amount of $6.7 million should be fully impaired at June 30, 2022. Such amount is recorded in impairment and other (gains) losses, net in the consolidated statements of operations. The carrying amounts of the assets and liabilities of the Mission UK line of business through June 30, 2022, are as follows: ASSETS Current assets: Cash $ 1,418,480 Accounts receivable, net of allowances 246,717 Prepaid expenses and other current assets 967,794 Total current assets $ 2,632,991 Noncurrent assets: Operating lease right-of-use asset $ 1,910,917 Property & equipment, net 59,332 Total noncurrent assets $ 1,970,249 LIABILITIES Current liabilities: Accounts payable and accrued expenses $ 764,499 Deferred revenue 2,203,744 Taxes payable 631,640 Due to related parties 12,027,978 Operating lease liability – short term portion 457,865 Total current liabilities $ 16,085,726 Noncurrent liabilities: Operating lease liability – long term portion $ 1,315,380 Other liabilities 40,734 Total noncurrent liabilities $ 1,356,114 Revenues and losses from the Mission UK line of business for the year ended June 30, 2022 were approximately $8.4 million and ($700,000 USD), respectively. The Company agreed to fund 500,000 GBP ($609,500 USD) to Mission UK as part of the sale transaction. Series E Private Placement On September 26, 2022, we entered into an Exchange Agreement (the “Exchange Agreement”) with each holder of our Series E Preferred Stock (each a “Series E Holder”), pursuant to which (i) each Series E Holder will exchange its existing warrant to purchase our common stock, dated March 16, 2022 (the “Old Warrants”), for new warrants to purchase our common stock (the “New Warrants”) and (ii) each Series E Holder consented to changes in the terms of the private placement effected by the Company on March 16, 2022 (the “New PIPE Terms”), including an amendment and restatement of the terms of our Series E convertible preferred stock, par value $0.01 per share (the “Series E Preferred Stock”). In consideration for the issuance of the New Warrants and the other New PIPE Terms, we will file an amended and restated certificate of designation for the Series E Preferred Stock (the “Certificate of Designation”) with the Secretary of State of the State of Nevada to effect certain changes contemplated by the Exchange Agreement. The New PIPE Terms effect the following changes, among others, to the rights Series E Holders: a. New Warrant Exercise Price : The New Warrant exercise price per share of common stock is $0.55, provided that if all shares of Series E Preferred Stock issued pursuant to the Certificate of Designation are not repurchased by the Company on or prior to November 26, 2022, on such date, the exercise price per share of the New Warrants will revert to $2.00, subject to further adjustment as set forth in the New Warrant. b. Series E Conversion Price : The conversion price for the Series E Preferred Stock shall initially equal $0.40 per share, and so long as the arithmetic average of the daily VWAPs of the Common Stock for the calendar week prior to each of the following respective dates is lower than the Conversion Price at that time, the Conversion Price shall be downwardly adjusted by $0.01 on each of October 24, 2022, October 31, 2022, November 7, 2022, November 14, 2022, and November 21, 2022. c. Standstill Period : The Series E Holders agreed to a 60-day standstill period ending on November 26, 2022 (the “Standstill Period”), during which each Series E Holder may convert not more than fifty (50%) percent of the Series E Preferred Stock held by such holder at the beginning of the Standstill Period. d. Series E Buyout . During the Standstill Period the Company will use commercially reasonable efforts to raise funds to repurchase all outstanding shares of Series E Preferred Stock held by the Series E Holders at a purchase price of $100 per share, subject to the provisions of the Certificate of Designation. e. Limitation on Sales: During the Standstill Period, the Purchasers agreed not to sell shares of the Company’s common stock for a price less than $0.30 per share. f. Liquidated Damages: The Company agreed to pay to the Purchasers all liquidated damages owed through September 21, 2022 (including any pro-rated amounts). The Company has evaluated subsequent events through September 28, 2022, the date which the financial statements were issued.

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	12 Months Ended
	Jun. 30, 2022
Accounting Policies [Abstract]
BASIS OF PRESENTATION	Basis of Presentation The Company reports on a fiscal year basis ending on June 30th. In these consolidated financial statements, the fiscal years ended June 30, 2022 and 2021, are referred to as “Fiscal Year 2022” and “Fiscal Year 2021,” respectively, and the fiscal year ending June 30, 2023, is referred to as “Fiscal Year 2023”. The accompanying consolidated financial statements include the accounts of TMG, and its wholly-owned subsidiaries, Troika Design Group, Inc., Troika Services Inc., Troika Analytics Inc., Troika Productions, LLC (California), Troika-Mission Holdings, Inc. (New York), Mission Culture LLC (Delaware), Mission-Media Holdings Limited (England and Wales), Mission Media USA, Inc. (New York), and Troika IO, Inc. (f/k/a Redeeem Acquisition Corp) (California), Converge Direct, LLC (New York), Converge Marketing Services, LLC (to the extent of 40%) (New York), Converge Interactive, LLC (New York), and Lacuna Ventures, LLC (New York). All significant intercompany accounts and transactions have been eliminated in consolidation. For purposes of comparability, certain prior period amounts have been reclassified to conform to the current year presentation in accordance with accounting principles generally accepted in the United States of America (“GAAP”).
PRINCIPLES OF CONSOLIDATION	Principles of Consolidation The consolidated financial statements of the Company include the accounts of Troika Media Group, Inc. and its subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidation.
BUSINESS COMBINATIONS AND NONCONSOLIDATED AFFILIATES	Business Combinations and Investments in Nonconsolidated Affiliates The acquisition method of accounting for business combinations requires management to use significant estimates and assumptions, including fair value estimates, as of the business combination date and to refine those estimates as necessary during the measurement period (defined as the period, not to exceed one year, in which the Company is allowed to adjust the provisional amounts recognized for a business combination).
USE OF ESTIMATES	Use of Estimates The preparation of financial statements in conformity with U.S. generally accepted accounting principles ("GAAP") requires management to make estimates and assumptions about future events. These estimates and assumptions affect the amounts of assets and liabilities reported, disclosures about contingent assets and liabilities and reported amounts of revenue and expenses. Such estimates include the assessment of the collectability of accounts receivable and the determination of the allowance for doubtful accounts, valuation of warrants and options, goodwill, intangible assets, other long-lived assets, and tax accruals. In addition, estimates are used in revenue recognition, performance and share-based compensation, depreciation and amortization, litigation matters and other matters.Management believes its use of estimates in the financial statements to be reasonable. Management evaluates its estimates on an ongoing basis using historical experience and other factors, including the general economic environment and actions it may take in the future. The Company adjusts such estimates when facts and circumstances dictate. However, these estimates may involve significant uncertainties and judgments and cannot be determined with precision. In addition, these estimates are based on management’s best judgment at a point in time and, as such, these estimates may ultimately differ from actual results. Changes in estimates resulting from weakness in the economic environment or other factors beyond the Company’s control could be material and would be reflected in the Company’s financial statements in future periods.
REVENUE RECOGNITION	Revenue Recognition The Company generates revenue principally from two material revenue streams; managed services and performance management. The Company’s managed services are typically orientated around the management of a customer’s marketing, data and/or creative program. The Company’s deliverables relate to the planning, designing and activating of a solution program or set of work products. The Company executes this revenue stream by leveraging internal and external creative, technical or media-based resources, third party AdTech solutions, proprietary business intelligence systems, data delivery systems, and other key services required under the terms of a scope of work with a client. Revenue in certain cases is earned based on a percentage (%) of a customer’s total budget (or media spend) or retainer, which is recognized as a net revenue, while other revenue is recognized on a gross basis. The Company’s Performance Services are typically orientated around the delivery of a predetermined event or outcome to a client. Typically, the revenue associated with the event (as agreed upon in a scope of work) is based on a click, lead, call, appointment, qualified event, case, sale, or other defined business metric. The Company engages in a myriad of consumer engagement tactics, ecosystems, and methods to generate and collect a consumer’s interest in a particular service or good. The Company's revenue recognition policies that describe the nature, amount, timing, and uncertainty associated with each major revenue source from contracts with customers are described in Note 4. Cost of Revenues
ADVERTISING	Advertising Advertising costs are typically charged to expense when incurred. The Company may receive rebates on advertising from co-operative advertising agreements with several vendors and suppliers. These rebates are recorded as a reduction to the related advertising and marketing expense. Total advertising costs classified in selling, general, and administrative during the years ended June 30, 2022 and 2021, were approximately $199,000 and $0, respectively.
INCOME TAXES	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 (Note 15 – Income Taxes).
STOCK-BASED COMPENSATION	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
CASH AND CASH EQUIVALENTS	Cash and Cash Equivalents The Company considers the balance of its investment in funds that substantially hold highly liquid securities that mature within three months or less from the date the fund purchases these securities to be cash equivalents. The carrying amount of cash and cash equivalents either approximates fair value due to the short-term maturity of these instruments or is at fair value. Checks outstanding in excess of related book balances are included in accounts payable in the accompanying consolidated balance sheets. The Company presents the change in these book cash overdrafts as cash flows from operating activities.
SHORT-TERM INVESTMENTS	Short-Term Investments Short-term investments included investments that (i) had original maturities of greater than three months and (ii) the Company had the ability to convert into cash within one year. The Company classified its short-term investments at the time of purchase as “held-to-maturity” and re-evaluated its classification quarterly based on whether the Company had the intent and ability to hold until maturity. Short-term investments, which were recorded at cost and adjusted for accrued interest, approximate fair value. Cash inflows and outflows related to the sale and purchase of short-term investments are classified as investing activities in the Company’s consolidated and combined statements of cash flows.
ACCOUNTS RECEIVABLE	Accounts ReceivableAccounts receivable is recorded at net realizable value. The Company maintains an allowance for credit losses to reserve for potentially uncollectible receivables. The allowance for credit losses is estimated based on the Company’s consideration of credit risk and analysis of receivables aging, specific identification of certain receivables that are at risk of not being paid, past collection experience and other factors.
PROPERTY AND EQUIPMENT	Property and Equipment and Other Long-Lived Assets Property and equipment and other long-lived assets, including amortizable intangible assets, are stated at cost or acquisition date fair value, if acquired. Expenditures for new facilities or equipment, and expenditures that extend the useful lives of existing facilities or equipment, are capitalized and recorded at cost. The useful lives of the Company’s long-lived assets are based on estimates of the period over which the Company expects the assets to be of economic benefit to the Company. In estimating the useful lives, the Company considers factors such as, but not limited to, risk of obsolescence, anticipated use, plans of the Company, and applicable laws and permit requirements. Depreciation starts on the date when the asset is available for its intended use. Costs of maintenance and repairs are expensed as incurred. Property and equipment are depreciated on a straight-line basis using the estimated lives indicated below (in years): Estimated Useful Lives Computer equipment 3 Website design 5 Office machine & equipment 5 Furniture & fixtures 7 Leasehold improvements 7 Tenant incentives 7 Intangible assets with finite lives are depreciated on a straight-line basis using the estimated lives indicated below (in years): Estimated Useful Lives Customer Relationships 10 Non-core customer relationships 8 Technology 5 Tradename 10 Workforce acquired 3
IMPAIRMENT OF LONG-LIVED-ASSETS	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. Intangible asset impairment charges $445,667 and $0 for the years ended June 30, 2022 and 2021, respectively.
LEASES	Leases The Company’s leases primarily consist of corporate office space. The Company determines whether an arrangement contains a lease at the inception of the arrangement. If a lease is determined to exist, the lease term is assessed based on the date when the underlying asset is made available by the lessor for the Company’s use. The Company’s assessment of the lease term reflects the non-cancellable term of the lease, inclusive of any rent-free periods and/or periods covered by early-termination options which the Company is reasonably certain not to exercise, as well as periods covered by renewal options which the Company is reasonably certain to exercise. The Company’s lease agreements do not contain material residual value guarantees or material restrictive covenants. The Company determines lease classification as either operating or finance at lease commencement, which governs the pattern of expense recognition and the presentation reflected in the consolidated and combined statements of operations and statements of cash flows over the lease term. For leases with a term exceeding 12 months, a lease liability is recorded on the Company’s consolidated balance sheets at lease commencement reflecting the present value of the fixed minimum payment obligations over the lease term. A corresponding right-of-use (“ROU”) asset equal to the initial lease liability is also recorded, adjusted for any prepaid rent and/or initial direct costs incurred in connection with execution of the lease and reduced by any lease incentives received. In addition, the ROU asset is adjusted to reflect any above or below market lease terms under acquired lease contracts. The Company includes fixed payment obligations related to non-lease components in the measurement of ROU assets and lease liabilities, as the Company has elected to account for lease and non-lease components together as a single lease component. ROU assets associated with finance leases are presented separate from ROU assets associated with operating leases and are included within Property and equipment, net on the Company’s consolidated balance sheets. For purposes of measuring the present value of the Company’s fixed payment obligations for a given lease, the Company uses its incremental borrowing rate, determined based on information available at lease commencement, as rates implicit in the underlying leasing arrangements are typically not readily determinable. The Company’s incremental borrowing rate reflects the rate it would pay to borrow on a secured basis and incorporates the term and economic environment surrounding the associated lease. For operating leases, fixed lease payments are recognized as lease expense on a straight-line basis over the lease term. For finance leases, the initial ROU asset is depreciated on a straight-line basis over the lease term, along with recognition of interest expense associated with accretion of the lease liability, which is ultimately reduced by the related fixed payments. For leases with a term of 12 months or less (“short-term leases”), any fixed lease payments are recognized on a straight-line basis over the lease term and are not recognized on the consolidated balance sheets. Variable lease costs for both operating and finance leases, if any, are recognized as incurred and such costs are excluded from lease balances recorded on the consolidated balance sheets.
FAIR VALUE MEASUREMENT	Fair Value Measurement The fair value hierarchy is based on inputs to valuation techniques that are used to measure fair value that are either observable or unobservable. Observable inputs reflect assumptions market participants would use in pricing an asset or liability based on market data obtained from independent sources while unobservable inputs reflect a reporting entity’s pricing based upon their own market assumptions. The fair value hierarchy consists of the following three levels: • Level I — Quoted prices for identical instruments in active markets. • Level II — Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable. • Level III — Instruments whose significant value drivers are unobservable. Fair-value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as June 30, 2022 and 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.
CONCENTRATION OF CREDIT RISK	Concentration of Credit Risk Financial instruments that potentially may subject the Company to a concentration of credit risk consist principally of cash and cash equivalents and accounts receivable. The Company maintains cash and cash equivalent account balances with financial institutions in the United States and United Kingdom which at times exceed federally insured limits for accounts in the United States. Considering deposits with these institutions can be redeemed on demand, the Company believes there is minimal risk. As of June 30, 2022 and 2021, the Company had approximately $30.0 million and $10.1 million in cash that was uninsured, respectively. For the fiscal years ending June 30, 2022 and 2021, six (6) customers accounted for 74.1% and 42.4% of our net revenues, respectively. As of June 30, 2022, and 2021, three (3) customers made up 75.9% and 44.2%, respectively, of the net receivable balance. The Company believes there is minimal risk; however, it will continue to monitor.
BENEFICIAL CONVERSION FEATURE	Beneficial Conversion Feature The Company accounts for convertible notes payable in accordance with the guidelines established by the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 470-20, Debt with Conversion and Other Options, Emerging Issues Task Force (“EITF”) 98-5, Accounting for Convertible Securities with Beneficial Conversion Features or Contingently Adjustable Conversion Ratios, and EITF 00-27, Application of Issue No 98-5 To Certain Convertible Instruments. The Beneficial Conversion Feature (“BCF”) of a convertible note is normally characterized as the convertible portion or feature of certain notes payable that provide a rate of conversion that is below market value or in-the-money when issued. The Company records a BCF related to the issuance of a convertible note when issued and also records the estimated fair value of any warrants issued with those convertible notes. Beneficial conversion features that are contingent upon the occurrence of a future event are recorded when the contingency is resolved. The BCF of a convertible note is measured by allocating a portion of the note’s proceeds to the warrants, if applicable, and as a reduction of the carrying amount of the convertible note equal to the intrinsic value of the conversion feature, both of which are credited to additional paid-in-capital. The value of the proceeds received from a convertible note is then allocated between the conversion features and warrants on an allocated fair value basis. The allocated fair value is recorded in the financial statements as a debt discount (premium) from the face amount of the note and such discount is amortized over the expected term of the convertible note (or to the conversion date of the note, if sooner) and is charged to interest expense using interest method.
DERIVATIVE LIABILITY	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
FOREIGN CURRENCY TRANSLATION	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 using closing rate, shareholders’ equity is translated at historical rates and revenue and expense accounts are translated at the average exchange rate for the year or the reporting period. The translation adjustments are reported as a separate component of stockholders’ equity, captioned as accumulated other comprehensive (loss) income. Transaction gains and losses arising from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the statements of operations. The relevant translation rates are as follows: for the year ended June 30, 2022, closing rate at $1.219050 US$: GBP, yearly average rate at $1.330358 US$: GBP, for the year ended June 30, 2021, closing rate at 1.382800 US$: GBP, yearly average rate at 1.346692 US$: GBP.
COMPREHENSIVE LOSS	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 years ending June 30, 2022 and 2021, included net loss and unrealized gains (losses) from foreign currency translation adjustments.
EARNINGS PER SHARE	Earnings per 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.
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 June 30, 2022, the Company had no deferred income liabilities. On June 30, 2021, the Company recorded deferred income liabilities of approximately $270,000 within contract liabilities and $569,000 within stimulus loans, respectively. For the fiscal years ending June 30, 2022 and 2021, the Company recognized approximately $0.3 million and $3.1 million in income from government grants, respectively.
RECENT ACCOUNTING PRONOUNCEMENTS	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. Accounting Pronouncements Not Yet Adopted In October 2021, the FASB issued ASU 2021-08, “Business Combinations (Subtopic 805), Accounting for Contract Assets and Contract Liabilities from Contracts with Customers” (“ASU 2021-08”), which is intended to improve the accounting for acquired revenue contracts with customers in a business combination by addressing diversity in practice and inconsistency. ASU 2021-08 is effective for the Company beginning June 1, 2023. This update should be applied prospectively on or after the effective date of the amendments. The Company is currently evaluating the effect of adopting this ASU. In March 2022, the FASB issued ASU 2022-02, “Financial Instruments—Credit Losses (Topic 326) Troubled Debt Restructurings and Vintage Disclosures” (“ASU 2022-02”), which eliminates the accounting guidance on troubled debt restructurings (TDRs) for creditors and amends the guidance on “vintage disclosures” to require disclosure of current-period gross write-offs by year of origination. The ASU also updates the requirements related to accounting for credit losses under the current guidance and adds enhanced disclosures for creditors with respect to loan refinancing and restructurings for borrowers experiencing financial difficulty. ASU 2022-02 is effective for the Company in fiscal year beginning on July 1, 2023. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial statements. Accounting Standards Update 2021-04—Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options (a consensus of the FASB Emerging Issues Task Force). The amendments in this Update are effective for all entities for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. The Company is currently evaluating the effect of adopting this ASU.

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	12 Months Ended
	Jun. 30, 2022
Accounting Policies [Abstract]
Schedule of Dilutive Common Stock Equivalents	The following are dilutive common stock equivalents as of June 30, which were not included in the calculation of loss per share, since the Company had a net loss from continuing operations and net loss: 2022 2021 Convertible preferred stock 381,333 48,000 Stock payables — 588,354 Stock options 3,616,836 2,766,467 Stock warrants 6,771,223 7,248,702 Financing warrants 70,270,019 — Restricted stock units 4,450,000 — Total 85,489,411 10,651,523
Schedule of Estimated Useful Lives	Property and equipment are depreciated on a straight-line basis using the estimated lives indicated below (in years): Estimated Useful Lives Computer equipment 3 Website design 5 Office machine & equipment 5 Furniture & fixtures 7 Leasehold improvements 7 Tenant incentives 7 Intangible assets with finite lives are depreciated on a straight-line basis using the estimated lives indicated below (in years): Estimated Useful Lives Customer Relationships 10 Non-core customer relationships 8 Technology 5 Tradename 10 Workforce acquired 3 Intangible assets consisted of the following: As of June 30, 2022 2021 Customer relationship $ 58,560,000 $ 4,960,000 Non-core customer relationships 760,000 760,000 Non-compete agreements 1,430,000 1,430,000 Technology 10,920,000 520,000 Tradename 7,570,000 470,000 Workforce acquired 2,125,000 2,125,000 81,365,000 10,265,000 Less: accumulated impairment expense (446,000) — Less: accumulated amortization (10,613,000) (7,662,000) Net book value $ 70,306,000 $ 2,603,000

BUSINESS COMBINATIONS AND DIS_2

BUSINESS COMBINATIONS AND DISPOSITIONS (Tables)	12 Months Ended
	Jun. 30, 2022
Business Combination and Asset Acquisition [Abstract]
Schedule of Fair Value of Consideration
Schedule Of Purchase Price Allocation	Redeeem Disposition During fourth quarter 2022, the Company wound down operations of Redeeem, LLC and on June 7, 2022, Mr. Kyle Hill, the seller of Redeeem, entered into a separation agreement with the Company (“Separation Agreement”). The terms of the Separation Agreement provided that the compensation for the Redeeem purchase would be modified and Hill would forfeit 1,231,967 of the 3,623,433 shares placed in escrow. The remaining escrow balance of 1,231,968 shares at June 7, 2022, would continue to be governed by the terms of the escrow agreement. As a result, the Company impaired the net value of the intangible assets and goodwill acquired with the purchase, totaling approximately $2.5 million as of June 30, 2022, as well as returned the 1.2 million shares forfeited by Mr. Hill to Treasury stock, valued at $3.0 million (based on share price of $2.6715 at June, 11, 2021). The following table summarizes the allocation of the purchase price of the assets acquired related to the acquisition as of the closing date: Current assets $ 33,856,000 Fixed assets 233,000 Other non-current assets 4,340,000 Intangible assets 71,100,000 Goodwill 45,519,000 Current liabilities (34,904,000) Other non-current liabilities (5,506,000) Consideration $ 114,638,000
Schedule of Identifiable Intangible Assets Acquired	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 $ 53,600,000 10 17.8% Income (MPEEM) Technology 10,400,000 5 17.8% Income (Relief-from-Royalty) Tradename 7,100,000 10 18.8% Income (Relief-from-Royalty) $ 71,100,000
Schedule Of Unaudited Pro Forma Information	The following unaudited pro forma information presents the combined results of operations as if the acquisition of Converge, LLC, had been completed on July 1, 2020. For the Year For the Year Project Revenues $ 302,835,652 $ 270,137,501 Cost of revenues (251,811,502) (232,031,173) Gross margin 51,024,150 38,106,327 Operating expenses (62,086,247) (44,786,105) EBITDA (11,062,097) (6,679,777) Other expenses (18,531,800) (4,145,355) Net loss $ (29,593,897) $ (10,825,132) Basic loss per share $ (0.60) $ (0.70)

PROPERTY AND EQUIPMENT (Tables)

PROPERTY AND EQUIPMENT (Tables)	12 Months Ended
	Jun. 30, 2022
Property, Plant and Equipment [Abstract]
Schedule Of Property And Equipment	Property and equipment consist of the following as of June 30: 2022 2021 Computer equipment $ 841,000 $ 697,000 Website design 6,000 6,000 Office machine & equipment 91,000 97,000 Furniture & fixtures 413,000 438,000 Leasehold improvements 379,000 135,000 Tenant incentives — 145,000 1,730,000 1,518,000 Accumulated depreciation (1,141,000) (1,175,000) Net book value $ 589,000 $ 343,000

LEASES (Tables)

LEASES (Tables)	12 Months Ended
	Jun. 30, 2022
Leases [Abstract]
Schedule of Future Minimum Lease Payments	For the fiscal years ending June 30, 2022 and 2021, the Company recorded approximately $1.8 million and $2.6 million in lease expense, respectively. As of June 30, 2022, the maturities of the Company’s operating lease liabilities are as follows: Fiscal year ending June 30, 2023 $ 2,682,000 Fiscal year ending June 30, 2024 2,678,000 Fiscal year ending June 30, 2025 2,389,000 Fiscal year ending June 30, 2026 1,979,000 Fiscal year ending June 30, 2027 1,388,000 Thereafter 2,826,000 Total undiscounted operating lease payments 13,942,000 Less: imputed interest (2,266,000) Total operating lease liabilities $ 11,676,000 Less: current portion of operating lease liabilities (2,682,000) Non-current operating lease liabilities $ 8,994,000
Schedule of Operating Leases	The following table summarizes the weighted-average remaining lease term and discount rate for operating leases: June 30, 2022 2021 Weighted average discount rate 5.5% 5.0% Weighted average remaining lease term in years 3.6 years 3.2 years

INTANGIBLE ASSETS & GOODWILL (T

INTANGIBLE ASSETS & GOODWILL (Tables)	12 Months Ended
	Jun. 30, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Schedule of Intangible Assets	Property and equipment are depreciated on a straight-line basis using the estimated lives indicated below (in years): Estimated Useful Lives Computer equipment 3 Website design 5 Office machine & equipment 5 Furniture & fixtures 7 Leasehold improvements 7 Tenant incentives 7 Intangible assets with finite lives are depreciated on a straight-line basis using the estimated lives indicated below (in years): Estimated Useful Lives Customer Relationships 10 Non-core customer relationships 8 Technology 5 Tradename 10 Workforce acquired 3 Intangible assets consisted of the following: As of June 30, 2022 2021 Customer relationship $ 58,560,000 $ 4,960,000 Non-core customer relationships 760,000 760,000 Non-compete agreements 1,430,000 1,430,000 Technology 10,920,000 520,000 Tradename 7,570,000 470,000 Workforce acquired 2,125,000 2,125,000 81,365,000 10,265,000 Less: accumulated impairment expense (446,000) — Less: accumulated amortization (10,613,000) (7,662,000) Net book value $ 70,306,000 $ 2,603,000
Schedule of Future amortization expense	During the years ended June 30, 2022 and 2021, amortization expense was approximately $3.0 million and $2.2 million, respectively. Future amortization expense is as follow for the years ending June 30, 2023 $ 8,713,000 2024 8,427,000 2025 8,423,000 2026 8,332,000 2027 6,765,000 Thereafter 29,646,000 $ 70,306,000
Schedule of Goodwill	As of June 30, 2022 and 2021, the change in carrying value of Goodwill are listed below: Balance at ended June 30, 2020 $ 17,362,000 Goodwill acquired during the year 2,006,000 Goodwill impairment — Balance at ended June 30, 2021 19,368,000 Goodwill acquired during the year 45,518,000 Goodwill impairment (8,711,926) Change in goodwill from foreign currency (824,539) Balance at ended June 30, 2022 $ 55,349,535

ACCRUED EXPENSES (Tables)

ACCRUED EXPENSES (Tables)	12 Months Ended
	Jun. 30, 2022
Payables and Accruals [Abstract]
Schedule Of Accounts Payable	As of June 30, 2022 2021 Accrued expenses $ 26,996,253 $ 4,819,000 Accrued payroll 851,276 294,000 Accrued taxes 802,019 888,000 $ 28,649,548 $ 6,001,000

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Tables)	12 Months Ended
	Jun. 30, 2022
Commitments and Contingencies Disclosure [Abstract]
Schedule of Commitments of the Company	As of June 30, 2022, commitments of the Company in the normal course of business in excess of one year are as follows: Payments Due by Period Year 1 Years 2-3 Years 4-5 >5 Years Total Operating lease obligations (a) $ 2,682,000 $ 5,067,000 $ 3,367,000 $ 2,826,000 $ 13,942,000 Debt repayment (b) 3,825,000 7,650,000 64,069,000 — 75,544,000 Total $ 6,507,000 $ 12,717,000 $ 67,436,000 $ 2,826,000 $ 89,486,000 (a) Operating lease obligations primarily represent future minimum rental payments on various long-term noncancellable leases for office space. (b) Debt repayments consists of principal repayments required under the Company's Credit Facility.

CREDIT FACILITIES (Tables)

CREDIT FACILITIES (Tables)	12 Months Ended
	Jun. 30, 2022
Debt Disclosure [Abstract]
Schedule of Long-Term Debt Instruments	The initial allocation of the debt and debt issuance costs at Closing Date were as follows: Principal balance $ 76,500,000 Fair value of warrants $ (2,433,000) Original issue discount $ (1,500,000) Debt issuance costs $ (5,287,000) Outstanding balance, net $ 67,280,000 Current portion $ (1,538,000) Long-term portion $ 65,742,000 The initial allocation of the debt and debt issuance costs at June 30, 2022, were as follows: Principal balance $ 75,544,000 Debt issuance costs $ (8,425,000) Outstanding balance, net $ 67,119,000 Current portion $ (1,538,000) Long-term portion $ 65,581,000
Schedule of Maturities of Long-Term Debt	The payments of principal to be made are as follows: FY 2023 $ 3,825,000 2024 3,825,000 2025 3,825,000 2026 64,069,000 $ 75,544,000

NOTES PAYABLE - RELATED PARTI_2

NOTES PAYABLE - RELATED PARTIES (Tables)	12 Months Ended
	Jun. 30, 2022
Debt Disclosure [Abstract]
Schedule of Notes Payable Related Party	Below is a breakout showing the short term and long term portions of note payable related party: As of June 30, 2022 2021 Short term portion Dan Pappalardo $ 100,000 $ 200,000 $ 100,000 $ 200,000

STOCKHOLDERS_ EQUITY (Tables)

STOCKHOLDERS’ EQUITY (Tables)	12 Months Ended
	Jun. 30, 2022
Equity [Abstract]
Schedule of the warrants granted	The Company has utilized the following assumptions in its Black-Scholes warrant valuation model to calculate the estimated grant date fair value of the warrants during the years ended June 30, 2022 and 2021: 2022 2021 Volatility - range 63.5% - 65.0% 63.5% - 65.8% Risk-free rate 0.7% - 3.6% 0.2% - 0.9% Contractual term 4 years - 10 years 4.0 - 5.0 years Exercise price $0.36 - $3.75 $0.75 - $3.75
Schedule of the Warrants granted, exercised, forfeited and expired	A summary of the warrants granted, exercised, forfeited, and expired are presented in the table below: Number of Warrants Weighted-Average Exercise Weighted-Average Grant- Aggregate Intrinsic Value of Weighted-Average Outstanding July 1, 2020 7,858,741 $ 1.52 $ 1.92 $ 9,234,295 3 Granted 1,439,556 1.00 3.00 3,938,467 0.80 Exercised (166,667) 0.75 — — 0 Forfeited — — — — 0 Expired (835,222) 5.48 4.17 (1,014,295) 0 Outstanding June 30, 2021 8,296,408 $ 1.05 $ 1.90 $ 12,158,467 2.2 Granted 300,000 0.36 0.26 35,500 9.9 Exercised — — — — 0 Forfeited — — — — 0 Expired (1,825,185) 0.75 0.28 (1,950,000) 0 Outstanding June 30, 2022 6,771,223 $ 1.05 $ 1.94 $ 10,243,967 2.4 Vested and exercisable June 30, 2022 5,770,263 0.99 1.90 8,710,260 2.4 Non-vested June 30, 2022 1,000,960 $ 1.35 $ 2.20 $ 1,533,707 3.5
Schedule of Range of exercise prices	The following table summarizes the range of exercise prices and weighted average remaining contractual life for outstanding and exercisable warrants under the Company’s warrant plans as of June 30, 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 $ 0.75 5,476,222 2.4 years 4,903,118 2.3 years $ 0.36 125,000 9.2 years — — $ 1.24 150,000 3.3 years 75,000 3.3 years $ 1.50 400,000 1.9 years 400,000 1.9 years $ 1.95 26,667 3.5 years 8,908 3.5 years $ 0.84 25,000 3.5 years 12,500 3.5 years $ 3.00 66,667 2.7 years 66,667 2.7 years $ 3.75 501,668 2.7 years 304,070 3.0 years 6,771,224 2.4 years 5,770,263 2.4 years
Schedule of fair value of the options	The Company has utilized the following assumptions in its Black-Scholes option valuation model to calculate the estimated grant date fair value of the options during the year ended June 30, 2022 : 2022 Volatility - range 64.2% - 65.2% Risk-free rate 0.7% - 1.2%% Contractual term 3.0 years Exercise price $1.49 - $3.75
Schedule of options granted to employee	A summary of the Options granted to employees under the Plan as of June 30, 2022, are presented in the table below: Number of Options Weighted-Average Exercise Weighted-Average Grant- Aggregate Intrinsic Value of Weighted-Average Outstanding June 30, 2020 3,377,222 $ 1.10 $ 1.06 $ 2,030,000 0.7 Granted — — — — — Exercised (222,222) 0.75 — — — Forfeited — — — — — Cancelled (66,667) 0.75 3.12 (200,001) — Outstanding June 30, 2021 3,088,333 1.13 1.06 1,829,999 0.4 Granted 720,169 2.51 1.18 (5,767) 3 Exercised — — — — — Forfeited — — — — — Cancelled (150,669) — — — — Outstanding June 30, 2022 3,657,833 1.39 1.12 1,824,232 0.6 Vested and exercisable June 30, 2022 2,997,972 1.04 1.09 1,806,539 0.2 Non vested June 30, 2022 659,861 $ 2.96 $ 1.28 $ 17,693 2.3
Schedule of range of exercise prices and weighted average remaining contractual life for outstanding and exercisable options	The following table summarizes the range of exercise prices and weighted average remaining contractual life for outstanding and exercisable options under the Company’s option plans as of June 30, 2022. Outstanding Options Shares Exercisable Option Shares Exercise price range Number of Option Shares Weighted average remaining contractual life Number of Option Shares Weighted average remaining contractual life $ 0.75 2,456,666 0.1 years 2,534,444 0.1 years $ 1.49 10,000 2.4 years 0 — $ 1.50 200,000 0.0 years 200,000 0.0 years $ 2.08 245,001 1.9 years 3,889 1.5 years $ 2.61 344,500 3.0 years 57,417 3.0 years $ 2.84 — 0.0 years — — $ 3.00 — 0.7 years — — $ 3.75 401,666 1.0 years 202,222 0.7 years 3,657,833 0.6 years 2,997,972 0.2 years

INCOME TAXES (Tables)

INCOME TAXES (Tables)	12 Months Ended
	Jun. 30, 2022
Income Tax Disclosure [Abstract]
Schedule of Income tax (benefit) expense	Income tax (benefit) expense from continuing operations on an estimated GAAP basis for the year ending June 30, 2022, consisted of the following: Current Deferred Total Federal $ (37,109) $ — $ (37,109) State 73,034 — 73,034 Foreign — — — Subtotal 35,925 — 35,925 Valuation allowance — — — Total $ 35,925 $ — $ 35,925 Income tax (benefit) expense from continuing operations on an estimated GAAP basis for the year ending June 30, 2021, consisted of the following: Current Deferred Total Federal $ 37,000 $ 152,000 $ 189,000 State 27,000 — 27,000 Foreign — — — Subtotal 64,000 152,000 216,000 Valuation allowance — — — Total $ 64,000 $ 152,000 $ 216,000
Schedule of Reconciliation of the estimated federal statutory income tax rate	A reconciliation of the estimated federal statutory income tax rate to the Company’s effective income tax rate is as follows: June 30, 2022 June 30, 2021 Taxes calculated at federal rate 21.0 % 21.0 % Foreign taxes (4.3) % (0.1) % Debt settlement 0.2 % 2.6 % Stock compensation (2.2) % (1.2) % Change in valuation allowance (15.4) % (25.4) % State taxes net of federal benefit 1.2 % 1.9 % Revaluation of deferred — % — % Acquisition - domestic — % — % Acquisition - foreign — % — % Goodwill impairment (1.3) % — % Other adjustments 0.9 % 1.7 % Provision for income taxes 0.2 % 0.4 %
Schedule of The tax effects of temporary differences	The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and liabilities at June 30, 2022 and 2021, are presented below: June 30, 2022 June 30, 2021 Deferred Tax Assets Net operating loss carryforwards $ 9,242,000 $ 5,320,000 Accounts receivable reserve 137,000 131,000 Contribution carryover 11,000 6,000 Section 163 (j) limitation 649,000 120,000 Stock based compensation 1,132,000 1,611,000 Accrued interest 82,000 89,000 Contract liabilities 2,187,000 — Deferred rent 303,000 — Net right-of-use assets — 1,772,000 Other accruals — — Total Deferred Tax Assets 13,743,000 9,049,000 Deferred Tax Liabilities Fixed Assets (117,000) (112,000) Intangibles (98,000) (513,000) Goodwill (171,000) — Deferred Revenue — (179,000) Total Deferred Tax Liabilities (386,000) (804,000) Net Deferred Tax Assets 13,357,000 8,245,000 Valuation Allowance (13,357,000) (8,245,000) Net deferred tax / (liabilities) $ — $ —

SUBSEQUENT EVENTS (Tables)

SUBSEQUENT EVENTS (Tables)	12 Months Ended
	Jun. 30, 2022
Subsequent Events [Abstract]
Schedule of the Carrying Amount of Assets and Liabilities	The carrying amounts of the assets and liabilities of the Mission UK line of business through June 30, 2022, are as follows: ASSETS Current assets: Cash $ 1,418,480 Accounts receivable, net of allowances 246,717 Prepaid expenses and other current assets 967,794 Total current assets $ 2,632,991 Noncurrent assets: Operating lease right-of-use asset $ 1,910,917 Property & equipment, net 59,332 Total noncurrent assets $ 1,970,249 LIABILITIES Current liabilities: Accounts payable and accrued expenses $ 764,499 Deferred revenue 2,203,744 Taxes payable 631,640 Due to related parties 12,027,978 Operating lease liability – short term portion 457,865 Total current liabilities $ 16,085,726 Noncurrent liabilities: Operating lease liability – long term portion $ 1,315,380 Other liabilities 40,734 Total noncurrent liabilities $ 1,356,114

DESCRIPTION OF BUSINESS AND B_2

DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION (Details) - USD ($)			1 Months Ended
	Mar. 21, 2022	Aug. 14, 2020	Feb. 28, 2021	Apr. 30, 2020
Product Information [Line Items]
Proceeds from SBA loan				$ 3,400,000
Converge Acquisition
Product Information [Line Items]
Purchase price in cash	$ 125,000,000
Aggregate purchase price, value	$ 114,900,000
Converge Acquisition | Converge Marketing Services, LLC
Product Information [Line Items]
Percentage of voting interest acquired	40%
Payroll Protection Program
Product Information [Line Items]
Proceeds from SBA loan		$ 500,000	$ 1,700,000	$ 1,700,000

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details) - USD ($)	12 Months Ended
	Jun. 30, 2022	Jun. 30, 2021
Product Information [Line Items]
Marketing and advertising cost	$ 199,000	$ 0
Allowance for doubtful accounts	552,000	521,000
Stock-based compensation	$ 445,667	$ 0
Impairment, Intangible Asset, Finite-Lived, Statement of Income or Comprehensive Income [Extensible Enumeration]	Asset Impairment Charges And Other Gain (Loss), Net	Asset Impairment Charges And Other Gain (Loss), Net
Impairment and other losses (gains), net	$ 8,711,926	$ 0
Uninsured cash	$ 30,000,000	$ 10,100,000
Average rate US$: GBP	$ 1.330358	$ 1.346692
Closing rate US$: GBP	$ 1.219050	$ 1.382800
Redeem, LLC Acquisition
Product Information [Line Items]
Impairment and other losses (gains), net	$ 2,000,000
Mission UK
Product Information [Line Items]
Impairment and other losses (gains), net	6,700,000
STIMULUS FUNDING [Member]
Product Information [Line Items]
Contract Liabilities		$ 569,000
Payroll Protection Program
Product Information [Line Items]
Deferred income liabilties		270,000
Gain on PPP loan forgivness	$ 300,000	$ 3,100,000
Major Customer | Customer Concentration Risk | Accounts Receivable
Product Information [Line Items]
Customer risk percentage (as a percent)	75.90%	44.20%
Major Customer | Customer Concentration Risk | Revenue Benchmark
Product Information [Line Items]
Customer risk percentage (as a percent)	74.10%	42.40%

SUMMARY OF SIGNIFICANT ACCOUN_5

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of Estimated Useful Lives (Details)	12 Months Ended
	Jun. 30, 2022
Computer equipment
Property, Plant and Equipment [Line Items]
Estimated life (in years)	3 years
Website design
Property, Plant and Equipment [Line Items]
Estimated life (in years)	5 years
Office machine & equipment
Property, Plant and Equipment [Line Items]
Estimated life (in years)	5 years
Furniture & fixtures
Property, Plant and Equipment [Line Items]
Estimated life (in years)	7 years
Leasehold improvements
Property, Plant and Equipment [Line Items]
Estimated life (in years)	7 years
Tenant incentives
Property, Plant and Equipment [Line Items]
Estimated life (in years)	7 years
Customer relationship
Property, Plant and Equipment [Line Items]
Finite-lived intangible asset, useful life (in years)	10 years
Non-core customer relationships
Property, Plant and Equipment [Line Items]
Finite-lived intangible asset, useful life (in years)	8 years
Technology
Property, Plant and Equipment [Line Items]
Finite-lived intangible asset, useful life (in years)	5 years
Tradename
Property, Plant and Equipment [Line Items]
Finite-lived intangible asset, useful life (in years)	10 years
Workforce acquired
Property, Plant and Equipment [Line Items]
Finite-lived intangible asset, useful life (in years)	3 years

SUMMARY OF SIGNIFICANT ACCOUN_6

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of Dilutive Common Stock Equivalents (Details) - USD ($)	12 Months Ended
	Jun. 30, 2022	Jun. 30, 2021
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Convertible preferred stock	381,333	48,000
Stock payable	$ 0	$ 588,354
Stock options	3,616,836	2,766,467
Stock warrants	6,771,223	7,248,702
Total	85,489,411	10,651,523
Financing warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities (in shares)	70,270,019	0
Restricted stock units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities (in shares)	4,450,000	0

BUSINESS COMBINATIONS AND DIS_3

BUSINESS COMBINATIONS AND DISPOSITIONS - Narrative (Details) - USD ($)								12 Months Ended
	Jun. 30, 2022	Jun. 07, 2022	Mar. 22, 2022	Mar. 21, 2022	Nov. 22, 2021	Jun. 11, 2021	May 21, 2021	Jun. 30, 2022	Jun. 30, 2021
Business Combination Segment Allocation [Line Items]
Issuance of common stock related to Converge Acquisition								$ 14,875,000
Deferred compensation								3,000,000	$ 400,000
Number of shares of common stock forfeited, previously held in escrow		1,231,967
Value of common stock previously held in escrow	$ 3,000,000							3,000,000
Converge Acquisition
Business Combination Segment Allocation [Line Items]
Cash payment			$ 65,900,000
Stock issued during period, shares, acquisitions				12,500,000
Intangible assets				$ 71,100,000
Aggregate purchase price				125,000,000
Aggregate purchase price, value				114,900,000
Escrow deposit			29,100,000
Contingent consideration,liability			$ 5,000,000	9,100,000
Contingent consideration, term to make payment			12 months
Contingent consideration, liability, per share, (in dollars per share)			$ 2
Other payments to acquire businesses				$ 25,000,000
Price per share (in dollars per share)				$ 2
Price per share (in dollars per share)				$ 1.19
Value of equity interest issued				$ 14,900,000
Lock-up period, duration				9 months
Consideration					$ 2,500,000
Percentage of shares held in escrow					10%
Amount withheld by company for working capital	4,700,000			$ 5,000,000
Additional contingent consideration representing excess net equity value				$ 4,300,000
Number of days to pay contingent consideration				120 days
Converge Acquisition | Restricted Stock
Business Combination Segment Allocation [Line Items]
Stock issued during period, shares, acquisitions					12,500,000
Converge Acquisition | Common Stock
Business Combination Segment Allocation [Line Items]
Stock issued during period, shares, acquisitions					1,250,000
Converge Acquisition | Converge Marketing Services, LLC
Business Combination Segment Allocation [Line Items]
Percentage of voting interest acquired				40%
Redeem, LLC Acquisition
Business Combination Segment Allocation [Line Items]
Aggregate cash payment							$ 1,200,000
Issuance of common stock related to Converge Acquisition							$ 1,200,000
Strike price						$ 2.6715	$ 2.6715
Stock issued during period, shares, acquisitions		1,231,968					3,623,433
Stock issued to Redeem's employees							$ 9,680,000
Number of shares of common stock forfeited, previously held in escrow							1,231,967
Intangible assets	$ 2,500,000							$ 2,500,000
Employment Agreement Member | Redeem, LLC Acquisition
Business Combination Segment Allocation [Line Items]
Common stock purchase price							452,929
Liabilities assumed							$ 166,000

BUSINESS COMBINATIONS AND DIS_4

BUSINESS COMBINATIONS AND DISPOSITIONS - Schedule Of Purchase Price Allocation (Details) - USD ($)	Jun. 30, 2022	Mar. 21, 2022	Jun. 30, 2021	Jun. 30, 2020
Business Acquisition [Line Items]
Goodwill	$ 55,349,535		$ 19,368,000	$ 17,362,000
Converge Acquisition
Business Acquisition [Line Items]
Current assets		$ 33,856,000
Fixed assets		233,000
Other non-current assets		4,340,000
Intangible assets		71,100,000
Goodwill		45,519,000
Current liabilities		(34,904,000)
Other non-current liabilities		(5,506,000)
Consideration		$ 114,638,000

BUSINESS COMBINATIONS AND DIS_5

BUSINESS COMBINATIONS AND DISPOSITIONS - Schedule of Identifiable Intangible Assets Acquired (Details) - Converge Acquisition $ in Millions	Mar. 21, 2022 USD ($)
Asset Acquisition [Line Items]
Preliminary Fair Value	$ 71.1
Customer relationship
Asset Acquisition [Line Items]
Preliminary Fair Value	$ 53.6
Finite-lived intangible asset, useful life (in years)	10 years
Discount rate (as a percent)	0.178
Technology
Asset Acquisition [Line Items]
Preliminary Fair Value	$ 10.4
Finite-lived intangible asset, useful life (in years)	5 years
Discount rate (as a percent)	0.178
Tradename
Asset Acquisition [Line Items]
Preliminary Fair Value	$ 7.1
Finite-lived intangible asset, useful life (in years)	10 years
Discount rate (as a percent)	0.188

BUSINESS COMBINATIONS AND DIS_6

BUSINESS COMBINATIONS AND DISPOSITIONS - Schedule Of Unaudited Pro Forma Information (Details) - USD ($)	12 Months Ended
	Jun. 30, 2022	Jun. 30, 2021
Business Acquisition [Line Items]
Cost of revenues	$ (88,127,498)	$ (7,504,000)
Gross margin	28,282,205	8,688,000
Net loss	$ (38,693,006)	$ (15,997,000)
Basic loss per share (in US dollars per share)	$ (0.79)	$ (1.03)
Converge Acquisition
Business Acquisition [Line Items]
Project Revenues	$ 302,835,652	$ 270,137,501
Cost of revenues	(251,811,502)	(232,031,173)
Gross margin	51,024,150	38,106,327
Operating expenses	(62,086,247)	(44,786,105)
EBITDA	(11,062,097)	(6,679,777)
Other expenses	(18,531,800)	(4,145,355)
Net loss	$ (29,593,897)	$ (10,825,132)
Basic loss per share (in US dollars per share)	$ (0.60)	$ (0.70)

REVENUE AND ACCOUNTS RECEIVAB_2

REVENUE AND ACCOUNTS RECEIVABLE (Details) - USD ($)	12 Months Ended
	Jun. 30, 2022	Jun. 30, 2021
Revenue from Contract with Customer [Abstract]
Payment terms	45 days
Accounts receivable, net	$ 9,421,497	$ 1,327,000
Contract assets	23,586,036	0
Contract liabilities	$ 11,321,159	5,973,000
Revenue recognized		$ 4,300,000

RESTRUCTURING CHARGES (Details)

RESTRUCTURING CHARGES (Details) $ in Thousands	12 Months Ended
	Jun. 30, 2022 USD ($)
Restructuring and Related Activities [Abstract]
Restructuring and other related charges	$ 5,600
Share-based compensation expenses	3,300
Severance costs	$ 1,600

INVESTMENT IN NONCONSOLIDATED_2

INVESTMENT IN NONCONSOLIDATED AFFILIATE (Details)	Mar. 21, 2022
Converge Marketing Services, LLC | Converge Acquisition
Asset Acquisition [Line Items]
Percentage of voting interest acquired	40%

PROPERTY AND EQUIPMENT - Schedu

PROPERTY AND EQUIPMENT - Schedule Of Property And Equipment (Details) - USD ($)	Jun. 30, 2022	Jun. 30, 2021
Property, plant and equipment	$ 1,730,000	$ 1,518,000
Accumulated depreciation	(1,141,000)	(1,175,000)
Net book value	589,205	343,000
Computer equipment
Property, plant and equipment	841,000	697,000
Website design
Property, plant and equipment	6,000	6,000
Office machine & equipment
Property, plant and equipment	91,000	97,000
Furniture & fixtures
Property, plant and equipment	413,000	438,000
Leasehold improvements
Property, plant and equipment	379,000	135,000
Tenant incentives
Property, plant and equipment	$ 0	$ 145,000

PROPERTY AND EQUIPMENT - Narrat

PROPERTY AND EQUIPMENT - Narrative (Details) - USD ($)	1 Months Ended	12 Months Ended
	Apr. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Property, Plant and Equipment [Abstract]
Depreciation and amortization		$ 146,890	$ 131,000
Leasehold improvment value	$ 33,000
Gain on operating lease	$ 36,000

LEASES - Schedule of Operating

LEASES - Schedule of Operating Leases (Details)	Jun. 30, 2022	Jun. 30, 2021
Leases [Abstract]
Weighted average discount rate	5.50%	5%
Weighted average remaining lease term in years	3 years 7 months 6 days	3 years 2 months 12 days

LEASES - Narrative (Details)

LEASES - Narrative (Details) - USD ($)			12 Months Ended
	Apr. 19, 2018	Jan. 19, 2018	Jun. 30, 2022	Jun. 30, 2021
Leases [Abstract]
Operating lease expense			$ 1,800,000	$ 2,600,000
Annual increase in monthly rent		3%
Gain on rent abatement			222,000
Past due rent payments			$ 639,000
Lessee, operating sublease, term		4 years
Lease income	$ 5,163	$ 22,496

LEASES - Schedule of Future Min

LEASES - Schedule of Future Minimum Lease Payments (Details) - USD ($)	Jun. 30, 2022	Jun. 30, 2021
Leases [Abstract]
Fiscal year ending June 30, 2023	$ 2,682,000
Fiscal year ending June 30, 2024	2,678,000
Fiscal year ending June 30, 2025	2,389,000
Fiscal year ending June 30, 2026	1,979,000
Fiscal year ending June 30, 2027	1,388,000
Thereafter	2,826,000
Total undiscounted operating lease payments	13,942,000
Less: imputed interest	(2,266,000)
Total operating lease liabilities	11,676,000
Less: current portion of operating lease liabilities	2,682,457	$ 3,344,000
Operating lease liabilities, non-current	$ 8,994,073	$ 5,835,000

INTANGIBLE ASSETS & GOODWILL -S

INTANGIBLE ASSETS & GOODWILL -Schedule of Intangible Assets (Details) - USD ($)	12 Months Ended
	Jun. 30, 2022	Jun. 30, 2021
Intangible assets, gross	$ 81,365,000	$ 10,265,000
Less: accumulated impairment expense	(446,000)	0
Less: accumulated amortization	(10,613,000)	(7,662,000)
Net book value	70,306,005	2,603,000
Customer relationship
Intangible assets, gross	58,560,000	4,960,000
Non-core customer relationships
Intangible assets, gross	760,000	760,000
Non-compete agreements
Intangible assets, gross	1,430,000	1,430,000
Technology
Intangible assets, gross	10,920,000	520,000
Tradename
Intangible assets, gross	7,570,000	470,000
Workforce acquired
Intangible assets, gross	$ 2,125,000	$ 2,125,000

INTANGIBLE ASSETS & GOODWILL -

INTANGIBLE ASSETS & GOODWILL - Schedule of Future Amortization Expense (Details) $ in Thousands	Jun. 30, 2022 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
2023	$ 8,713
2024	8,427
2025	8,423
2026	8,332
2027	6,765
Thereafter	29,646
Future amortization expense	$ 70,306

INTANGIBLE ASSETS & GOODWILL _2

INTANGIBLE ASSETS & GOODWILL - Narrative (Details) - USD ($)	12 Months Ended
	Jun. 30, 2022	Jun. 30, 2021
Finite-Lived Intangible Assets [Line Items]
Impairment intangible assets	$ (445,667)	$ 0
Amortization		2,200,000
Impairment and other losses (gains), net	$ 8,711,926	$ 0
Impairment, Intangible Asset, Finite-Lived, Statement of Income or Comprehensive Income [Extensible Enumeration]	Asset Impairment Charges And Other Gain (Loss), Net	Asset Impairment Charges And Other Gain (Loss), Net
Goodwill, gross	$ 64,900,000
Goodwill, accumulated impairment loss	8,700,000
Redeem, LLC Acquisition
Finite-Lived Intangible Assets [Line Items]
Impairment and other losses (gains), net	2,000,000
Mission UK
Finite-Lived Intangible Assets [Line Items]
Impairment and other losses (gains), net	$ 6,700,000
Minimum
Finite-Lived Intangible Assets [Line Items]
Amortization period	2 years
Maximum
Finite-Lived Intangible Assets [Line Items]
Amortization period	9 years

INTANGIBLE ASSETS & GOODWILL _3

INTANGIBLE ASSETS & GOODWILL - Goodwill (Details) - USD ($)	12 Months Ended
	Jun. 30, 2022	Jun. 30, 2021
Goodwill [Roll Forward]
Goodwill, beginning balance	$ 19,368,000	$ 17,362,000
Goodwill acquired during the year	45,518,000	2,006,000
Goodwill impairment	(8,711,926)	0
Change in goodwill from foreign currency	(824,539)
Goodwill, ending balance	$ 55,349,535	$ 19,368,000

ACCRUED EXPENSES - Narrative (D

ACCRUED EXPENSES - Narrative (Details) - USD ($)	Jun. 30, 2022	Jun. 30, 2021
Payables and Accruals [Abstract]
Accounts payable and accrued liabilities, noncurrent	$ 28,600,000	$ 6,000,000

ACCRUED EXPENSES (Details)

ACCRUED EXPENSES (Details) - USD ($)	Jun. 30, 2022	Jun. 30, 2021
Payables and Accruals [Abstract]
Accrued expenses	$ 26,996,253	$ 4,819,000
Accrued payroll	851,276	294,000
Accrued taxes	802,019	888,000
Accounts payable and accrued expenses	$ 28,649,548	$ 6,001,000

COMMITMENTS AND CONTINGENCIES -

COMMITMENTS AND CONTINGENCIES - Schedule of Commitments of the Company (Details)	Jun. 30, 2022 USD ($)
Commitments and Contingencies Disclosure [Abstract]
Operating lease obligations, Year 1	$ 2,682,000
Operating lease obligations, Years 2-3	5,067,000
Operating lease obligations, Years 4-5	3,367,000
Operating lease obligations, More Than 5 Years	2,826,000
Total undiscounted operating lease payments	13,942,000
Debt repayment, Year 1	3,825,000
Debt repayment, Years 2-3	7,650,000
Debt repayment, Years 4-5	64,069,000
Debt repayment, More Than 5 Years	0
Outstanding balance, net	75,544,000
Total Contractual Obligation, Year 1	6,507,000
Total Contractual Obligation, Years 2-3	12,717,000
Total Contractual Obligation, Years 4-5	67,436,000
Total Contractual Obligation, More Than 5 Years	2,826,000
Total Contractual Obligation	$ 89,486,000

COMMITMENTS AND CONTINGENCIES_2

COMMITMENTS AND CONTINGENCIES (Details) - Stephenson $ in Thousands	3 Months Ended
	Sep. 30, 2021 USD ($)
Settlement payment	$ 900
Reversal of accrual to other income	$ 100

CREDIT FACILITIES (Details)

CREDIT FACILITIES (Details) - USD ($)		12 Months Ended
	Mar. 21, 2022	Jun. 30, 2022	Jun. 30, 2021	Sep. 30, 2020
Line of Credit Facility [Line Items]
Proceeds from bank loan, net of debt issuance cost		$ 69,717,960	$ 0
Amortization of deferred financing costs		$ 791,292	$ 0
Number of shares purchased by warrants (in shares)	1,929,439
Common stock, par or stated value per share (in USD per share)	$ 0.01	$ 0.001	$ 0.001	$ 0.001
The Credit Facility
Line of Credit Facility [Line Items]
Principal balance		$ 75,544,000
The Credit Facility | Secured Debt | Line of Credit
Line of Credit Facility [Line Items]
Proceeds from bank loan, net of debt issuance cost	$ 76,500,000
Principal amount	75,000,000
Principal balance	$ 76,500,000	75,544,000
Debt instrument, term	4 years
Interest rate	5%
Commitment fee percentage	1%
Upfront fee, percentage	2%
Upfront fee	$ 1,500,000
Administrative agency fee	$ 250,000
Fully-diluted penny warrant coverage percentage	1.50%
Mandatory prepayment, percentage	50%
Percentage of proceeds from various transactions	100%
Debt instrument, covenant, minimum liquidity	$ 6,000,000
Escrow deposit	29,100,000
Unamortized debt discount and issuance costs	$ 9,200,000
Amortization of deferred financing costs		800,000
Principal payments made for bank loan		$ 1,000,000

CREDIT FACILITIES - Summary of

CREDIT FACILITIES - Summary of Credit Facility (Details) - USD ($)	Jun. 30, 2022	Mar. 21, 2022	Jun. 30, 2021
Line of Credit Facility [Line Items]
Outstanding balance, net	$ 75,544,000
Long-term debt, net of deferred financing costs	65,581,203		$ 0
The Credit Facility
Line of Credit Facility [Line Items]
Principal balance	75,544,000
Line of Credit | The Credit Facility | Secured Debt
Line of Credit Facility [Line Items]
Principal balance	75,544,000	$ 76,500,000
Fair value of warrants		(2,433,000)
Original issue discount		(1,500,000)
Debt issuance costs	(8,425,000)	(5,287,000)
Outstanding balance, net	67,119,000	67,280,000
Current portion of long-term debt, net of deferred financing costs	(1,538,000)	(1,538,000)
Long-term debt, net of deferred financing costs	$ 65,581,000	$ 65,742,000

CREDIT FACILITIES - Summary o_2

CREDIT FACILITIES - Summary of Repayments (Details)	Jun. 30, 2022 USD ($)
Line of Credit Facility [Line Items]
FY 2023	$ 3,825,000
The Credit Facility
Line of Credit Facility [Line Items]
FY 2023	3,825,000
2024	3,825,000
2025	3,825,000
2026	64,069,000
Outstanding balance, net	$ 75,544,000

NOTES PAYABLE - RELATED PARTI_3

NOTES PAYABLE - RELATED PARTIES - Narrative (Details)	1 Months Ended	12 Months Ended
	Apr. 30, 2021 USD ($)	Jun. 30, 2022 USD ($)	Jun. 30, 2022 EUR (€)	Jun. 30, 2021 USD ($)	Jun. 30, 2022 EUR (€)
Related Party Transaction [Line Items]
Note payable - related party, current		$ 100,000		$ 200,000
Interest rate		10%	10%	10%
Outstanding principal		$ 2,227,000	€ 1,594,211
Imputed interest				$ 3,000
Interest expense, related party		16,000		7,000
Dan Pappalardo
Related Party Transaction [Line Items]
Note payable - related party, current	$ 17,000	$ 100,000		$ 200,000
Estate Of Sally Pappalardo
Related Party Transaction [Line Items]
Note payable - related party, current	300,000
Outstanding principal	235,000
Accrued interest	$ 65,000
Mr. Jankowski
Related Party Transaction [Line Items]
Interest rate		0%	0%
Note payable - related party – long term portion		$ 1,373,000			€ 992,895

NOTES PAYABLE - RELATED PARTI_4

NOTES PAYABLE - RELATED PARTIES - Related Party (Details) - USD ($)	Jun. 30, 2022	Jun. 30, 2021	Apr. 30, 2021
Related Party Transaction [Line Items]
Note payable - related party, current	$ 100,000	$ 200,000
Dan Pappalardo
Related Party Transaction [Line Items]
Note payable - related party, current	$ 100,000	$ 200,000	$ 17,000

STOCKHOLDERS_ EQUITY - Narrativ

STOCKHOLDERS’ EQUITY - Narrative (Details)													1 Months Ended						12 Months Ended
	Nov. 21, 2022 $ / shares	Nov. 14, 2022 $ / shares	Nov. 07, 2022 $ / shares	Oct. 31, 2022 $ / shares	Oct. 24, 2022 $ / shares	Jun. 30, 2022 USD ($) d $ / shares shares	Jun. 07, 2022 shares	Apr. 14, 2022 shares	May 21, 2021 USD ($) $ / shares shares	May 14, 2021 $ / shares shares	May 13, 2021 $ / shares shares	Jun. 13, 2017 shares	Aug. 31, 2021 shares	May 21, 2021 USD ($) $ / shares shares	Apr. 22, 2021 USD ($) $ / shares shares	Jan. 31, 2021 shares	Sep. 30, 2020 $ / shares shares	Jun. 30, 2020	Jun. 30, 2022 USD ($) d $ / shares shares	Jun. 30, 2021 USD ($) $ / shares shares	Nov. 27, 2022 $ / shares	Nov. 26, 2022	Sep. 26, 2022 $ / shares	May 31, 2022 USD ($) $ / shares	Mar. 21, 2022 $ / shares shares	Mar. 20, 2022 shares	Mar. 18, 2022 stockholders	Oct. 28, 2021 shares	Aug. 31, 2020 shares
Class of Stock [Line Items]
Preferred stock, shares authorized (in shares)						15,000,000											15,000,000		15,000,000	15,000,000					25,000,000
Preferred stock, par or stated value per share (in USD per share) | $ / shares						$ 0.01											$ 0.01		$ 0.01	$ 0.01					$ 0.01
Preferred stock, stated value (in dollars per share) | $ / shares																									$ 100
Number of principal stockholders | stockholders																											20
Percentage of outstanding votes						57%													57%
Floor price (in usd per share) | $ / shares																			$ 0.25
Shares authorized (in shares)																									825,000,000	315,000,000
Common stock, shares authorized (in shares)						300,000,000											315,000,000		300,000,000	300,000,000					800,000,000				615,000,000
Partial liquidated damages | $						$ 2,000,000
Damages net amount | $						1,600,000
Contingent liability recorded | $						$ 3,600,000													$ 3,600,000
Stock split, conversion ratio																	0.06667	0.1
Decrease in authorized shares																	300,000,000
Common stock, par or stated value per share (in USD per share) | $ / shares						$ 0.001											$ 0.001		$ 0.001	$ 0.001					$ 0.01
Issuance of common stock (in shares)															5,783,133
Public offering price | $ / shares															$ 4.15
Proceeds from initial public offering, net of offering costs | $															$ 24,000,000				$ 0	$ 20,702,000
Net proceeds of public offering | $															$ 20,700,000
Equity incentive plan, shares						64,209,616													64,209,616	39,496,588
Restricted stock, shares issued net of shares for tax withholdings																2,666,667
Common stock to be issued to Redeeem's employees																				1,733,334
Percentage of trading price																			80%
Number of consecutive lowest trading days | d						10													10
Number of trading days | d						40													40
Warrants exercisable, term (in years)																			5 years
Warrants exercisable, price (in usd per share) | $ / shares																			$ 2
Purchase of common stock shares																			33,333,333
Fair market value of warrants | $																			$ 28,400,000
Gain on change in fair value of derivative liabilities | $																			638,622	$ 72,000
Convertible promissory note | $																				1,300,000
Common stock shares issued and held in ESCROW							1,231,968						3,623,433
Number of shares of common stock forfeited, previously held in escrow							1,231,967
Compensation expenses | $																			900,000	$ 3,200,000
Unvested warrants to be expense | $																			1,100,000
Number of shares authorized to be issued																												12,300,000
Granted (in shares)																				0
Total unrecognized share-based compensation related to unvested options | $																			16,307,583	$ 4,419,000
Deferred compensation | $																			3,000,000	400,000
Settlement expense | $																			3,300,000
Term period									3 years
Redeem, LLC Acquisition
Class of Stock [Line Items]
Number of shares of common stock forfeited, previously held in escrow									1,231,967					1,231,967
Deferred compensation expense | $						$ 0													0
Vested Options
Class of Stock [Line Items]
Compensation expenses | $																			538,000	0
Total unrecognized share-based compensation related to unvested options | $																			$ 1,100,000	$ 0
Restricted Stock Units (RSUs) | Share-Based Payment Arrangement, Nonemployee
Class of Stock [Line Items]
Number of options granted during the period																			4,400,000
Restricted Stock Units (RSUs) | Share-Based Payment Arrangement, Nonemployee | Converge Acquisition
Class of Stock [Line Items]
Number of options granted during the period																			3,500,000
Restricted Stock Units (RSUs) | Share-Based Payment Arrangement, Employee
Class of Stock [Line Items]
Number of options granted during the period																			7,900,000
Convertible Promissory Note One
Class of Stock [Line Items]
Common stock conversion price | $ / shares																				$ 2.15
Stock issued during period, (in shares)																				746,069
Converted debt instrument | $																				$ 1,800,000
2017 Equity Incentive Plan
Class of Stock [Line Items]
Issuance of common stock (in shares)												3,333,334
ISO's Awards
Class of Stock [Line Items]
Convertible note payables | $																				$ 850,000
Options																				720,169
Compensation expenses | $																				$ 89,000
Certain Institutional Investors | Securities Purchase Agreement
Class of Stock [Line Items]
Warrants to purchase shares of common, percentage																			100%
Issue and sell in private offering an aggregate amount | $																			$ 50,000,000
Warrants to purchase up to shares of common stock																			33,333,333
Stated value of per share | $ / shares																			$ 100
Conversion price per share | $ / shares																			1.50
Fintech Patform Redeeem, LLC
Class of Stock [Line Items]
Sale of stock, price per share | $ / shares						$ 2.6715													$ 2.6715
Stock payable to related party | $						$ 1,200,000													$ 1,200,000
Common stock to be issued to Redeeem's employees																			452,929
Common stock conversion price | $ / shares									$ 2.6715					$ 2.6715
Acquire of assets and liabilities | $														$ 2,600,000
Cash | $									$ 1,200,000					1,200,000
Specific liabilities | $														166,000
Acquire by common stock | $														1,200,000
Common stock , vested, value | $														$ 9,700,000
Common stock vested , shares														3,623,433
Jeffrey Schwartz
Class of Stock [Line Items]
Stock issued during period, (in shares)											122,183
Options											166,667
Closing price (in usd per share) | $ / shares											$ 2.81
Robert Schwartz
Class of Stock [Line Items]
Stock issued during period, (in shares)										165,145
Options										222,000
Closing price (in usd per share) | $ / shares										$ 2.92
Directors and consultants
Class of Stock [Line Items]
Convertible note payables | $						174,634													$ 174,634
Warrants to current investors to purchase																			300,000
Compensation expenses | $																			$ 68,000
Investors
Class of Stock [Line Items]
Convertible note payables | $						28,400,000													28,400,000	$ 2,500,000
Warrants to current investors to purchase																				832,223
Other expenses | $																				$ 2,100,000
Note Holders
Class of Stock [Line Items]
Convertible note payables | $						$ 2,400,000													$ 2,400,000	$ 1,800,000
Warrants to current investors to purchase																				480,000
Other expenses | $																				$ 413,000
Reverse Stock Split
Class of Stock [Line Items]
Preferred stock, par or stated value per share (in USD per share) | $ / shares																	$ 0.20
Common stock, shares authorized (in shares)																	600,000,000
Common stock, par or stated value per share (in USD per share) | $ / shares																	$ 0.001
Series A Preferred Stock
Class of Stock [Line Items]
Preferred stock, shares authorized (in shares)						5,000,000													5,000,000	5,000,000
Preferred stock, par or stated value per share (in USD per share) | $ / shares						$ 0.01													$ 0.01	$ 0.01
Preferred stock, shares outstanding (in shares)						0		720,000											0	720,000
Preferred stock, shares issued (in shares)						0													0	720,000
Preferred stock, rate								9%
Preferred stock, redemption price excluding dividends (in dollars per share) | $ / shares																								$ 0.20
Preferred stock, unpaid dividends included in redemption price (in dollars per share) | $ / shares																								0.42
Preferred stock, redemption price (in dollars per share) | $ / shares																								$ 0.62
Preferred stock, redemption amount | $																								$ 446,440
Series E Preferred Stock
Class of Stock [Line Items]
Preferred stock, shares authorized (in shares)						500,000													500,000	500,000					500,000
Preferred stock, par or stated value per share (in USD per share) | $ / shares						$ 0.01													$ 0.01	$ 0.01					$ 0.01
Amount of shares sold | $																			$ 50,000,000
Preferred stock, shares outstanding (in shares)						0													0	0
Preferred stock, shares issued (in shares)						0													0	0
Series E Preferred Stock | Private Placement | Forecast
Class of Stock [Line Items]
Exercise price of warrant (in dollars per share) | $ / shares																					$ 2
Preferred stock conversion price, decrease (in dollars per share) | $ / shares	$ 0.01	$ 0.01	$ 0.01	$ 0.01	$ 0.01
Standstill period																						60 days
Sale of stock, standstill period, conversion threshold of preferred stock, percentage																						50%
Series E Preferred Stock | Subsequent Event | Private Placement
Class of Stock [Line Items]
Preferred stock, par or stated value per share (in USD per share) | $ / shares																							$ 0.01
Exercise price of warrant (in dollars per share) | $ / shares																							0.55
Preferred stock conversion price (in dollars per share) | $ / shares																							0.40
Sale of stock, price per share | $ / shares																							$ 100
Series E Preferred Stock | Investors
Class of Stock [Line Items]
Gain on change in fair value of derivative liabilities | $																			$ 6,000
Series B Preferred Stock
Class of Stock [Line Items]
Preferred stock, shares outstanding (in shares)						0													0
Preferred stock, shares issued (in shares)						0													0
Series C Preferred Stock
Class of Stock [Line Items]
Preferred stock, shares outstanding (in shares)						0													0
Preferred stock, shares issued (in shares)						0													0
Series D Preferred Stock
Class of Stock [Line Items]
Preferred stock, shares outstanding (in shares)						0													0
Preferred stock, shares issued (in shares)						0													0
Minimum
Class of Stock [Line Items]
Sale of stock, price per share | $ / shares						$ 0.36				$ 0.75	$ 0.75								$ 0.36	$ 0.75
Minimum | ISO's Awards
Class of Stock [Line Items]
Sale of stock, price per share | $ / shares																				1.49
Minimum | Investors
Class of Stock [Line Items]
Sale of stock, price per share | $ / shares																				0.75
Minimum | Note Holders
Class of Stock [Line Items]
Sale of stock, price per share | $ / shares																				0.75
Maximum
Class of Stock [Line Items]
Sale of stock, price per share | $ / shares						$ 1.24													$ 1.24
Maximum | ISO's Awards
Class of Stock [Line Items]
Sale of stock, price per share | $ / shares																				3.75
Maximum | Investors
Class of Stock [Line Items]
Sale of stock, price per share | $ / shares																				3.75
Maximum | Note Holders
Class of Stock [Line Items]
Sale of stock, price per share | $ / shares																				$ 1.95

STOCKHOLDERS_ EQUITY - Schedule

STOCKHOLDERS’ EQUITY - Schedule of the warrants granted (Details) - Warrant - $ / shares	12 Months Ended
	Jun. 30, 2022	Jun. 30, 2021
Exercise price (in usd per share)	$ 0.36	$ 1
Minimum
Volatility (as a percent)	63.50%	63.50%
Risk-free rate (as a percent)	0.70%	0.20%
Contractual term (in years)	4 years	4 years
Exercise price (in usd per share)	$ 0.36	$ 0.75
Maximum
Volatility (as a percent)	65%	65.80%
Risk-free rate (as a percent)	3.60%	0.90%
Contractual term (in years)	10 years	5 years
Exercise price (in usd per share)	$ 3.75	$ 3.75

STOCKHOLDERS_ EQUITY - Schedu_2

STOCKHOLDERS’ EQUITY - Schedule of the Warrants granted, exercised, forfeited and expired (Details) - USD ($)	12 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2020
Number of Warrants
Granted (in shares)		0
Weighted-Average Grant- Date Fair Value
Weighted-Average Remaining Contractual Term (in years), Granted	3 years
Warrant
Number of Warrants
Beginning balance (in shares)	8,296,408	7,858,741
Granted (in shares)	300,000	1,439,556
Exercised (in shares)	0	(166,667)
Forfeited (in shares)	0	0
Expired (in shares)	(1,825,185)	(835,222)
Ending balance (in shares)	6,771,223	8,296,408	7,858,741
Number of Option Shares	5,770,263
Non-vested ending balance (in shares)	1,000,960
Weighted-Average Exercise Price
Beginning balance (in usd per share)	$ 1.05	$ 1.52
Granted (in usd per share)	0.36	1
Exercised (in usd per share)	0	0.75
Forfeited (in usd per share)	0	0
Expired (in usd per share)	0.75	5.48
Ending balance (in usd per share)	1.05	1.05	$ 1.52
Vested and exercisable ending balance (in usd per share)	0.99
Non-vested ending balance (in usd per share)	1.35
Weighted-Average Grant- Date Fair Value
Beginning balance (in usd per share)	1.90	1.92
Granted (in usd per share)	0.26	3
Exercised (in usd per share)	0	0
Forfeited (in usd per share)	0	0
Expired (in usd per share)	0.28	4.17
Ending balance (in usd per share)	1.94	$ 1.90	$ 1.92
Vested and exercisable (in usd per share)	1.90
Non-vested (in usd per share)	$ 2.20
Aggregate Intrinsic Value of Outstanding Warrant Shares, Outstanding Beginning Balance	$ 12,158,467	$ 9,234,295
Aggregate Intrinsic Value of Outstanding Warrant Shares, Granted	35,500	3,938,467
Aggregate Intrinsic Value of Outstanding Warrant Shares, Exercised	0	0
Aggregate Intrinsic Value of Outstanding Warrant Shares, Forfeited	0	0
Aggregate Intrinsic Value of Outstanding Warrant Shares, Expired	(1,950,000)	(1,014,295)
Aggregate Intrinsic Value of Outstanding Warrant Shares, Outstanding Ending Balance	10,243,967	$ 12,158,467	$ 9,234,295
Aggregate Intrinsic Value of Outstanding Warrant Shares, Vested and exercisable Ending Balance	8,710,260
Aggregate Intrinsic Value of Outstanding Warrant Shares, Non-vested Ending Balance	$ 1,533,707
Weighted-Average Remaining Contractual Term (in years), Outstanding Beginning Balance	2 years 4 months 24 days	2 years 2 months 12 days	3 years
Weighted-Average Remaining Contractual Term (in years), Granted	9 years 10 months 24 days	9 months 18 days
Weighted-Average Remaining Contractual Term (in years), Outstanding Ending Balance	2 years 4 months 24 days
Weighted-Average Remaining Contractual Term (in years), Non-vested Ending Balance	3 years 6 months

STOCKHOLDERS_ EQUITY - Schedu_3

STOCKHOLDERS’ EQUITY - Schedule of the Range of exercise prices (Details)	12 Months Ended
	Jun. 30, 2022 $ / shares shares
0.75
Exercise price of warrant (in dollars per share) | $ / shares	$ 0.75
Number of Shares, Outstanding	5,476,222
Weighted average remaining contractual life, Outstanding	2 years 4 months 24 days
Number of Option Shares	4,903,118
Weighted average remaining contractual life, Exercisable	2 years 3 months 18 days
0.36
Exercise price of warrant (in dollars per share) | $ / shares	$ 0.36
Number of Shares, Outstanding	125,000
Weighted average remaining contractual life, Outstanding	9 years 2 months 12 days
Number of Option Shares	0
1.24
Exercise price of warrant (in dollars per share) | $ / shares	$ 1.24
Number of Shares, Outstanding	150,000
Weighted average remaining contractual life, Outstanding	3 years 3 months 18 days
Number of Option Shares	75,000
Weighted average remaining contractual life, Exercisable	3 years 3 months 18 days
1.5
Exercise price of warrant (in dollars per share) | $ / shares	$ 1.50
Number of Shares, Outstanding	400,000
Weighted average remaining contractual life, Outstanding	1 year 10 months 24 days
Number of Option Shares	400,000
Weighted average remaining contractual life, Exercisable	1 year 10 months 24 days
1.95
Exercise price of warrant (in dollars per share) | $ / shares	$ 1.95
Number of Shares, Outstanding	26,667
Weighted average remaining contractual life, Outstanding	3 years 6 months
Number of Option Shares	8,908
0.84
Exercise price of warrant (in dollars per share) | $ / shares	$ 0.84
Number of Shares, Outstanding	25,000
Weighted average remaining contractual life, Outstanding	3 years 6 months
Number of Option Shares	12,500
Weighted average remaining contractual life, Exercisable	3 years 6 months
3.00
Exercise price of warrant (in dollars per share) | $ / shares	$ 3
Number of Shares, Outstanding	66,667
Weighted average remaining contractual life, Outstanding	2 years 8 months 12 days
Number of Option Shares	66,667
Weighted average remaining contractual life, Exercisable	2 years 8 months 12 days
3.75
Exercise price of warrant (in dollars per share) | $ / shares	$ 3.75
Number of Shares, Outstanding	501,668
Weighted average remaining contractual life, Outstanding	2 years 8 months 12 days
Number of Option Shares	304,070
Weighted average remaining contractual life, Exercisable	3 years
Warrant
Number of Shares, Outstanding	6,771,224
Weighted average remaining contractual life, Outstanding	2 years 4 months 24 days
Number of Option Shares	5,770,263
Weighted average remaining contractual life, Exercisable	2 years 4 months 24 days

STOCKHOLDERS_ EQUITY - Schedu_4

STOCKHOLDERS’ EQUITY - Schedule of the fair value of the options (Details) - Options - $ / shares	12 Months Ended
	Jun. 30, 2022	Jun. 30, 2021
Contractual term (in years)		3 years
Exercise price (in usd per share)	$ 2.51	$ 0
Minimum
Volatility (as a percent)	64.20%
Risk-free rate (as a percent)	0.70%
Exercise price (in usd per share)	$ 1.49
Maximum
Volatility (as a percent)	65.20%
Risk-free rate (as a percent)	1.20%
Exercise price (in usd per share)	$ 3.75

STOCKHOLDERS_ EQUITY - Schedu_5

STOCKHOLDERS’ EQUITY - Schedule of the options granted to employee (Details) - USD ($)	12 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2020
Granted (in shares)		0
Weighted-Average Remaining Contractual Term (in years), Granted	3 years
Options
Beginning balance (in shares)	3,088,333	3,377,222
Granted (in shares)	720,169	0
Exercised (in shares)	0	(222,222)
Forfeited (in shares)	0	0
Expired (in shares)		(66,667)
Cancelled (in shares)	(150,669)
Ending balance (in shares)	3,657,833	3,088,333	3,377,222
Number of Shares, Vested and exercisable Ending Balance	2,997,972
Non-vested ending balance (in shares)	659,861
Beginning balance (in usd per share)	$ 1.13	$ 1.10
Exercise price (in usd per share)	2.51	0
Exercised (in usd per share)	0	0.75
Forfeited (in usd per share)	0	0
Expired (in usd per share)	0	0.75
Ending balance (in usd per share)	1.39	1.13	$ 1.10
Vested and exercisable ending balance (in usd per share)	1.04
Non-vested ending balance (in usd per share)	2.96
Beginning balance (in usd per share)	1.06	1.06
Granted (in usd per share)	1.18	0
Exercised (in usd per share)	0	0
Forfeited (in usd per share)	0	0
Expired (in usd per share)	0	3.12
Ending balance (in usd per share)	1.12	$ 1.06	$ 1.06
Vested and exercisable (in usd per share)	1.09
Non-vested (in usd per share)	$ 1.28
Aggregate Intrinsic Value of Outstanding Warrant Shares, Outstanding Beginning Balance	$ 1,829,999	$ 2,030,000
Aggregate Intrinsic Value of Outstanding Warrant Shares, Granted	(5,767)	0
Aggregate Intrinsic Value of Outstanding Warrant Shares, Exercised	0	0
Aggregate Intrinsic Value of Outstanding Warrant Shares, Forfeited	0	0
Aggregate Intrinsic Value of Outstanding Warrant Shares, Expired	0	(200,001)
Aggregate Intrinsic Value of Outstanding Warrant Shares, Outstanding Ending Balance	1,824,232	$ 1,829,999	$ 2,030,000
Aggregate Intrinsic Value of Outstanding Warrant Shares, Vested and exercisable Ending Balance	1,806,539
Aggregate Intrinsic Value of Outstanding Warrant Shares, Non-vested Ending Balance	$ 17,693
Weighted-Average Remaining Contractual Term (in years), Outstanding Balance	7 months 6 days	4 months 24 days	8 months 12 days
Weighted-Average Remaining Contractual Term (in years), Vested and exercisable Ending Balance	2 months 12 days
Weighted-Average Remaining Contractual Term (in years), Non-vested Ending Balance	2 years 3 months 18 days

STOCKHOLDERS_ EQUITY - Schedu_6

STOCKHOLDERS’ EQUITY - Schedule of range of exercise prices and weighted average remaining contractual life for outstanding and exercisable options (Details)	12 Months Ended
	Jun. 30, 2022 $ / shares shares
0.75
Weighted average remaining contractual life	2 years 4 months 24 days
Number of Option Shares	4,903,118
Weighted average remaining contractual life	2 years 3 months 18 days
3.00
Weighted average remaining contractual life	2 years 8 months 12 days
Number of Option Shares	66,667
Weighted average remaining contractual life	2 years 8 months 12 days
3.75
Weighted average remaining contractual life	2 years 8 months 12 days
Number of Option Shares	304,070
Weighted average remaining contractual life	3 years
Option
Outstanding (in shares)	3,657,833
Weighted average remaining contractual life	7 months 6 days
Number of Option Shares	2,997,972
Weighted average remaining contractual life	2 months 12 days
Option | 0.75
Exercise price range (in dollars per share) | $ / shares	$ 0.75
Outstanding (in shares)	2,456,666
Weighted average remaining contractual life	1 month 6 days
Number of Option Shares	2,534,444
Weighted average remaining contractual life	1 month 6 days
Option | 1.49
Exercise price range (in dollars per share) | $ / shares	$ 1.49
Outstanding (in shares)	10,000
Weighted average remaining contractual life	2 years 4 months 24 days
Number of Option Shares	0
Option | 1.5
Exercise price range (in dollars per share) | $ / shares	$ 1.50
Outstanding (in shares)	200,000
Weighted average remaining contractual life	0 years
Number of Option Shares	200,000
Weighted average remaining contractual life	0 years
Option | 2.08
Exercise price range (in dollars per share) | $ / shares	$ 2.08
Outstanding (in shares)	245,001
Weighted average remaining contractual life	1 year 10 months 24 days
Number of Option Shares	3,889
Weighted average remaining contractual life	1 year 6 months
Option | 2.61
Exercise price range (in dollars per share) | $ / shares	$ 2.61
Outstanding (in shares)	344,500
Weighted average remaining contractual life	3 years
Number of Option Shares	57,417
Weighted average remaining contractual life	3 years
Option | 2.84
Exercise price range (in dollars per share) | $ / shares	$ 2.84
Outstanding (in shares)	0
Weighted average remaining contractual life	0 years
Number of Option Shares	0
Option | 3.00
Exercise price range (in dollars per share) | $ / shares	$ 3
Outstanding (in shares)	0
Weighted average remaining contractual life	8 months 12 days
Number of Option Shares	0
Option | 3.75
Exercise price range (in dollars per share) | $ / shares	$ 3.75
Outstanding (in shares)	401,666
Weighted average remaining contractual life	1 year
Number of Option Shares	202,222
Weighted average remaining contractual life	8 months 12 days

INCOME TAXES - (Benefit) Expens

INCOME TAXES - (Benefit) Expense from Continuing Operations (Details) - USD ($)	12 Months Ended
	Jun. 30, 2022	Jun. 30, 2021
Income Tax Disclosure [Abstract]
Current federal tax expense (benefit)	$ (37,109)	$ 37,000
Deferred federal income tax expense (benefit)	0	152,000
Federal income tax expense (benefit)	(37,109)	189,000
Current state and local tax expense (benefit)	73,034	27,000
Deferred state and local income tax expense (benefit)	0	0
State and local income tax expense (benefit)	73,034	27,000
Current foreign tax expense (benefit)	0	0
Deferred foreign income tax expense (benefit)	0	0
Foreign income tax expense (benefit)	0	0
Current income tax expense (benefit), gross	35,925	64,000
Deferred income tax expense (benefit), gross	0	152,000
Income tax expense (benefit), gross	35,925	216,000
Current income tax expense (benefit), valuation allowance	0	0
Deferred income tax expense (benefit), valuation allowance	0	0
Valuation allowance, total	0	0
Current income tax expense (benefit)	35,925	64,000
Deferred income tax expense (benefit)	0	152,000
Income Tax Expense (Benefit)	$ 35,925	$ 216,000

INCOME TAXES - Reconciliation o

INCOME TAXES - Reconciliation of Federal Statutory Rate (Details)	12 Months Ended
	Jun. 30, 2022	Jun. 30, 2021
Income Tax Disclosure [Abstract]
Taxes calculated at federal rate, percentage (as a percent)	21%	21%
Foreign taxes, percentage (as a percent)	(4.30%)	(0.10%)
Debt settlement, percentage (as a percent)	0.20%	2.60%
Stock compensation, percentage (as a percent)	(2.20%)	(1.20%)
Change in valuation allowance (as a percent)	(15.40%)	(25.40%)
State taxes net of federal benefit (as a percent)	1.20%	1.90%
Revaluation of deferred (as a percent)	0%	0%
Acquisition - domestic (as a percent)	0%	0%
Acquisition - foreign (as a percent)	0%	0%
Goodwill impairment, percentage (as a percent)	(1.30%)	0%
Other adjustments (as a percent)	0.90%	1.70%
Provision for income taxes (as a percent)	0.20%	0.40%

INCOME TAXES - Deferred Tax Ass

INCOME TAXES - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Jun. 30, 2021
Deferred Tax Assets
Net operating loss carryforwards	$ 9,242	$ 5,320
Accounts receivable reserve	137	131
Contribution carryover	11	6
Section 163 (j) limitation	649	120
Stock based compensation	1,132	1,611
Accrued interest	82	89
Contract liabilities	2,187	0
Deferred rent	303	0
Net right-of-use assets	0	1,772
Other accruals	0	0
Total Deferred Tax Assets	13,743	9,049
Deferred Tax Liabilities
Fixed Assets	(117)	(112)
Intangibles	(98)	(513)
Goodwill	(171)	0
Deferred Revenue	0	(179)
Total Deferred Tax Liabilities	(386)	(804)
Net Deferred Tax Assets	13,357	8,245
Valuation Allowance	(13,357)	(8,245)
Net deferred tax / (liabilities)	$ 0	$ 0

INCOME TAXES - Narrative (Detai

INCOME TAXES - Narrative (Details) - USD ($)	12 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2019
Income Tax Contingency [Line Items]
Valuation allowance	$ 13,300,000	$ 8,200,000
Increase in valuation allowance	5,100,000
Net operating loss	38,693,006	15,997,000
Net operating loss carryforwards			$ 38,400,000
Federal
Income Tax Contingency [Line Items]
Net operating loss	(37,800,000)	(20,600,000)
State
Income Tax Contingency [Line Items]
Net operating loss	(13,100,000)	(6,300,000)
Mission Media Limited
Income Tax Contingency [Line Items]
Net operating loss	7,400,000
Net operating loss carryforwards	$ 4,000,000	$ 3,900,000

SUBSEQUENT EVENTS - Narrative (

SUBSEQUENT EVENTS - Narrative (Details)

1 Months Ended

12 Months Ended

Nov. 21, 2022 $ / shares

Nov. 14, 2022 $ / shares

Nov. 07, 2022 $ / shares

Oct. 31, 2022 $ / shares

Oct. 24, 2022 $ / shares

Sep. 15, 2022 USD ($)

Sep. 15, 2022 GBP (£)

Aug. 31, 2022 USD ($)

Jun. 30, 2022 USD ($) $ / shares

Nov. 27, 2022 $ / shares

Nov. 26, 2022

Sep. 26, 2022 $ / shares

Mar. 21, 2022 $ / shares

Jun. 30, 2021 $ / shares

Sep. 30, 2020 $ / shares

Subsequent Event [Line Items]

Accrual for settlement payment | $

$ 800,000

Due to related party balance | $

13,000,000

Goodwill impairment loss | $

$ 6,700,000

Preferred stock, par or stated value per share (in USD per share)

$ 0.01

$ 0.01

$ 0.01

$ 0.01

Series E Preferred Stock

Subsequent Event [Line Items]

Preferred stock, par or stated value per share (in USD per share)

$ 0.01

$ 0.01

$ 0.01

Private Placement | Series E Preferred Stock | Forecast

Subsequent Event [Line Items]

Exercise price of warrant (in dollars per share)

$ 2

Preferred stock conversion price, decrease (in dollars per share)

$ 0.01

$ 0.01

$ 0.01

$ 0.01

$ 0.01

Standstill period

60 days

Sale of stock, standstill period, conversion threshold of preferred stock, percentage

50%

Subsequent Event | Private Placement | Series E Preferred Stock

Subsequent Event [Line Items]

Preferred stock, par or stated value per share (in USD per share)

$ 0.01

Exercise price of warrant (in dollars per share)

0.55

Preferred stock conversion price (in dollars per share)

0.40

Sale of stock, price per share

100

Sale of stock, standstill period, price per share

$ 0.30

Subsequent Event | Mission UK | Disposal Group, Disposed of by Sale, Not Discontinued Operations

Subsequent Event [Line Items]

Purchase price, sale of subsidiary | $

$ 1,000

Disposal group, revenue | $

$ 8,400,000

Disposal group, loss | $

700,000

Amount to be funded

$ 609,500

£ 500,000

SUBSEQUENT EVENTS - Schedule of

SUBSEQUENT EVENTS - Schedule of the Carrying Amount of Assets and Liabilities (Details) - Disposal Group, Disposed of by Sale, Not Discontinued Operations - Mission UK - Subsequent Event	Sep. 15, 2022 USD ($)
Discontinued Operations [Line Items]
Cash	$ 1,418,480
Accounts receivable, net of allowances	246,717
Prepaid expenses and other current assets	967,794
Total current assets	2,632,991
Operating lease right-of-use asset	1,910,917
Property & equipment, net	59,332
Total noncurrent assets	1,970,249
Accounts payable and accrued expenses	764,499
Deferred revenue	2,203,744
Taxes payable	631,640
Due to related parties	12,027,978
Operating lease liability – short term portion	457,865
Liabilities of discontinued operations, non-current	16,085,726
Operating lease liability – long term portion	1,315,380
Other liabilities	40,734
Liabilities of discontinued operations, non-current	$ 1,356,114