Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | |
Jun. 30, 2019 | Sep. 18, 2019 | |
Document And Entity Information | ||
Document Type | 10-K/A | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2019 | |
Entity Registrant Name | GALAXY NEXT GENERATION, INC. | |
Entity Central Index Key | 0001127993 | |
Current Fiscal Year End Date | --06-30 | |
Document Fiscal Period Focus | FY | |
Document Fiscal Year Focus | 2019 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Voluntary Filers | No | |
Entity Well-known Seasoned Issuer | No | |
Entity Shell Company | false | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity File Number | 333-51918 | |
Entity Incorporation State Code | NV | |
Entity Common Stock, Shares Outstanding | 12,968,219 | |
Entity Public Float | $ 0 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Jun. 30, 2019 | Jun. 30, 2018 |
Current Assets | ||
Cash | $ 169,430 | $ 184,255 |
Accounts receivable, net | 15,297 | 341,726 |
Accounts receivable - unbilled | 247,007 | |
Inventories, net | 648,715 | 586,764 |
Prepaid and other current assets | 20,898 | 2,764 |
Total Current Assets | 1,101,347 | 1,115,509 |
Property and Equipment, net (Note 2) | 26,765 | 4,254,451 |
Other Assets | ||
Goodwill (Note 11) | 834,220 | 892,312 |
Other assets (Note 11) | 1,522,714 | |
Total Other Assets | 834,220 | 2,415,026 |
Total Assets | 1,962,332 | 7,784,986 |
Current Liabilities | ||
Line of credit (Note 3) | 1,230,550 | 547,603 |
Convertible notes payable, net of discount (Note 4) | 2,124,824 | |
Derivative liability, convertible debt features and warrants | 1,025,944 | |
Current portion of long term notes payable (Note 4) | 279,346 | 362,181 |
Accounts payable | 690,882 | 771,080 |
Accrued expenses | 597,351 | 146,978 |
Advances from stockholders (Note 5) | 260,173 | |
Deferred revenue | 247,007 | 219,820 |
Short term notes payable - (Note 4) | 165,000 | |
Short term notes payable - related party (Note 5) | 200,000 | 485,534 |
Total Current Liabilities | 6,395,904 | 2,958,369 |
Noncurrent Liabilities | ||
Noncurrent portion of accounts payable | 174,703 | |
Notes payable, less current portion (Note 4) | 1,607 | 4,524,347 |
Total Liabilities | 6,572,214 | 7,482,716 |
Stockholders' Equity (Deficit) (Notes 1, 7, and 11) | ||
Common stock | 1,072 | 965 |
Additional paid-in capital | 4,859,731 | 3,108,873 |
Accumulated deficit | (9,470,685) | (2,807,568) |
Total Stockholders' Equity (Deficit) | (4,609,882) | 302,270 |
Total Liabilities and Stockholders' Equity (Deficit) | $ 1,962,332 | $ 7,784,986 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 3 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Jun. 30, 2019 | |
Revenues | ||
Total Revenues | $ 207,700 | $ 1,882,058 |
Cost of Sales | ||
Total Cost of Sales | 178,108 | 1,766,331 |
Gross Profit | 29,592 | 115,727 |
General and Administrative Expenses | ||
Stock compensation and stock issued for services | 645,200 | 2,416,934 |
General and administrative | 726,328 | 3,421,336 |
Loss from Operations | (1,341,936) | (5,722,543) |
Other Income (Expense) | ||
Other income | 4,937 | 126,530 |
Expenses related to convertible notes payable: | ||
Change in fair value of derivative liability | (89,198) | |
Interest accretion | (644,055) | |
Interest expense | (33,124) | (333,851) |
Total Other Income (Expense) | (28,187) | (940,574) |
Net Loss before Income Taxes | (1,370,123) | (6,663,117) |
Income taxes (Note 8) | ||
Net Loss | $ (1,370,123) | $ (6,663,117) |
Net Basic and Fully Diluted Loss Per Share | $ (0.155) | $ (0.658) |
Weighted average common shares outstanding Basic and fully diluted | 8,864,480 | 10,128,435 |
Fully diluted | 8,864,480 | 10,518,750 |
Technology interactive panels and related products [Member] | ||
Revenues | ||
Total Revenues | $ 161,927 | $ 1,265,786 |
Cost of Sales | ||
Total Cost of Sales | 171,304 | 1,545,093 |
Entertainment theater ticket sales and concessions [Member] | ||
Revenues | ||
Total Revenues | 34,946 | 589,705 |
Cost of Sales | ||
Total Cost of Sales | 6,804 | 221,238 |
Technology office supplies [Member] | ||
Revenues | ||
Total Revenues | $ 10,827 | $ 26,567 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity (Deficit) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Total |
Beginning Balance at Mar. 31, 2018 | $ 600 | $ 104,226 | $ (1,437,445) | $ (1,332,619) |
Beginning Balance, shares at Mar. 31, 2018 | 8,572,233 | |||
Common stock issued for services in April and May 2018 (Notes 7 and 10) | 70,000 | 70,000 | ||
Common stock issued for services in April and May 2018 (Notes 7 and 10), shares | 100 | |||
Common stock issued as part of the private placement in September 2018 | 1,367,500 | 1,367,500 | ||
Common stock issued as part of the private placement September 2018, shares | 1,954 | |||
Common stock issued for employee services in May 2018 (Note 7) | 575,200 | 575,200 | ||
Common stock issued for employee services in May 2018 (Note 7), shares | 822 | |||
Common stock issued in exchange for debt reduction in June 2018 (Note 7) | 100,000 | 100,000 | ||
Common stock issued in exchange for debt reduction in June 2018 (Note 7), shares | 143 | |||
Issuance of common stock to FullCircle Registry, Inc. common stockholders in connection with acquisition in June 2018 (Note 11) | $ 232 | 567,603 | 567,835 | |
Issuance of common stock to FullCircle Registry, Inc. common stockholders in connection with acquisition in June 2018 (Note 11), shares | 687,630 | |||
Issuance of common stock to FullCircle Registry, Inc. convertible debt holders in connection with acquisition in June 2018 (Note 11) | $ 133 | 324,344 | 324,477 | |
Issuance of common stock to FullCircle Registry, Inc. convertible debt holders in connection with acquisition in June 2018 (Note 11), shares | 392,931 | |||
Consolidated net loss | (1,370,123) | (1,370,123) | ||
Ending Balance at Jun. 30, 2018 | $ 965 | 3,108,873 | (2,807,568) | $ 302,270 |
Ending Balance, shares at Jun. 30, 2018 | 9,655,813 | 9,655,813 | ||
Common stock issued as part of the private placement in September 2018 | 637,000 | $ 637,000 | ||
Common stock issued as part of the private placement September 2018, shares | 182,255 | |||
Common stock issued for warrants for services and convertible debt in January 2019 | $ 24 | 591,859 | 591,883 | |
Common stock issued for warrants for services and convertible debt in January 2019, shares | 242,271 | |||
Common stock issued for warrants for servives and convertible debt in February 2019 | $ 15 | 370,485 | 370,500 | |
Common stock issued for warrants for servives and convertible debt in February 2019, shares | 150,000 | |||
Non-cash consideration for net assets of Entertainment in February 2019 | $ (4) | (92,696) | (92,700) | |
Sale of net assets to FCLR in February 2019 | (1,511,844) | (1,511,844) | ||
Common stock issued for warrants for services in March 2019 | $ 10 | 219,990 | 220,000 | |
Common stock issued for warrants for services in March 2019, shares | 100,000 | |||
Common stock issued for services in May 2019 | $ 7 | 128,085 | 128,092 | |
Common stock issued for services in May 2019, shares | 62,790 | |||
Common stock issued for cashless exercise of warrant in May 2019 | ||||
Common stock issued for cashless exercise of warrant in May 2019, shares | 381,944 | |||
Settlement of conversion features and warrants in April and May 2019 | 301,575 | 301,575 | ||
Common Stock issued under Stock Plan in May 2019 | $ 45 | 854,955 | 855,000 | |
Common Stock issued under Stock Plan in May 2019, shares | 450,000 | |||
Common stock issued for services in June 2019 | $ 4 | 90,655 | 90,659 | |
Common stock issued for services in June 2019, shares | 33,828 | |||
Common stock issued under Stock Plan in June 2019 | $ 6 | 160,794 | 160,800 | |
Common stock issued under Stock Plan in June 2019, shares | 60,000 | |||
Consolidated net loss | (6,663,117) | (6,663,117) | ||
Ending Balance at Jun. 30, 2019 | $ 1,072 | $ 4,859,731 | $ (9,470,685) | $ (4,609,882) |
Ending Balance, shares at Jun. 30, 2019 | 11,318,901 | 11,318,901 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 3 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Jun. 30, 2019 | |
Cash Flows from Operating Activities | ||
Net loss | $ (1,370,123) | $ (6,663,117) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 5,222 | 221,260 |
Amortization of convertible debt discounts | 89,279 | |
Accretion and settlement of financing instruments and change in fair value of derivative liability | 733,258 | |
Gain on sale of Entertainment (Note 11) | (60,688) | |
Stock compensation and stock issued for services | 645,200 | 2,417,041 |
Changes in assets and liabilities: | ||
Accounts receivable | (290,402) | 74,922 |
Inventories | (225,398) | (67,561) |
Prepaid expenses and other assets (Note 11) | 11,545 | (1,566,268) |
Accounts payable | (100,880) | 175,021 |
Accrued expenses | (38,902) | 712,318 |
Deferred revenue | 219,820 | 27,187 |
Net cash used in operating activities | (1,143,918) | (3,907,348) |
Cash Flows from Investing Activities | ||
Acquisition of net assets (Note 11) | 22,205 | |
Cash Flows from Financing Activities | ||
Proceeds from line of credit, net | 19,000 | 682,947 |
Proceeds from convertible notes payable | 2,495,235 | |
Principal payments on capital lease obligations | (8,722) | (11,486) |
Payments on advances from shareholders, net | (88,436) | (111,173) |
Proceeds from issuance of common stock (Note 7) | 1,367,500 | 637,000 |
Proceeds from notes payable | 6,150 | |
Proceeds from notes payable - related parties | 200,000 | |
Net cash provided by financing activities | 1,295,492 | 3,892,523 |
Net (Decrease) Increase in Cash and Cash Equivalents | 173,779 | (14,825) |
Cash, Beginning of Period | 10,476 | 184,255 |
Cash, End of Period | 184,255 | 169,430 |
Supplemental and Non Cash Disclosures | ||
Non-cash consideration for sale of Entertainment | 92,700 | |
Non-cash payments from proceeds of convertible debt for interest and fees | 134,461 | |
Non-cash principal payments from proceeds of convertible debt | 602,024 | |
Accretion of discount on convertible notes payable | 644,055 | |
Cash paid for interest | 33,124 | 402,903 |
Reduction of note payable in exchange for common stock (Note 4) | 100,000 | |
Sale of Entertainment | $ 1,511,844 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 1 - Summary of Significant Accounting Policies Corporate History, Nature of Business and Mergers Galaxy Next Generation LTD CO. (“Galaxy CO”) was organized in the state of Georgia in February 2017 while R & G Sales, Inc. (“R&G”) was organized in the state of Georgia in August 2004. Galaxy CO merged with R&G (“common controlled merger”) on March 16, 2018, with R&G becoming the surviving company. R&G subsequently changed its name to Galaxy Next Generation, Inc. (“Galaxy”). FullCircle Registry, Inc., (“FLCR”) is a holding company created for the purpose of acquiring small profitable businesses to provide exit plans for those company’s owners. FLCR’s subsidiary, FullCircle Entertainment, Inc. (“Entertainment” or “FLCE”), owns and operates Georgetown 14 Cinemas, a fourteen-theater movie complex located in Indianapolis, Indiana. On June 22, 2018, Galaxy consummated a reverse triangular merger whereby Galaxy merged with and into Full Circle Registry, Inc.’s (FLCR) newly formed subsidiary - formed specifically for the transaction (Galaxy MS). The merger resulted in Galaxy MS becoming a wholly-owned subsidiary of FLCR. For accounting purposes, the acquisition of Galaxy by FLCR is considered a reverse acquisition, an acquisition transaction where the acquired company, Galaxy, is considered the acquirer for accounting purposes, notwithstanding the form of the transaction. The primary reason the transaction is being treated as a purchase by Galaxy rather than a purchase by FLCR is that FLCR is a public reporting company, and Galaxy’s stockholders gained majority control of the outstanding voting power of FLCR’s equity securities. Consequently, the assets and liabilities and the operations that are reflected in the historical financial statements of the Company prior to the merger are those of Galaxy. The financial statements after the completion of the merger include the combined assets and liabilities of the combined company (collectively Galaxy Next Generation, Inc., Full Circle Registry, Inc. and FullCircle Entertainment, Inc., or “the Company”). In recognition of Galaxy’s merger with FLCR, several things occurred: (1) FLCR amended its articles of incorporation to change its name from FullCircle Registry, Inc. to Galaxy Next Generation, Inc.; (2) Galaxy and FLCR changed its fiscal year end to June 30, effective June 2018; (3) FLCR authorized shares of preferred stock were increased to 200,000,000 and authorized shares of common stock were increased to 4,000,000,000, (prior to the Reverse Stock Split) both with a par value of $0.0001; and (4) the Board of Directors and Executive Officers approved Gary LeCroy, President and Director; Magen McGahee, Secretary and Director; and Carl Austin, Director; and (5) the primary business operated by the combined company became the business that was operated by Galaxy. Galaxy is a manufacturer and U.S. distributor of interactive learning technology hardware and software that allows the presenter and participant to engage in a fully collaborative instructional environment. Galaxy’s products include Galaxy’s own private-label interactive touch screen panel as well as numerous other national and international branded peripheral and communication devices. New technologies like Galaxy’s own touchscreen panels are sold along with renowned brands such as Google Chromebooks, Microsoft Surface Tablets, Lenovo & Acer computers, Verizon WiFi and more. Galaxy’s distribution channel consists of approximately 30 resellers across the U.S. who primarily sell its products within the commercial and educational market. Galaxy does not control where the resellers focus their resell efforts; however, the K-12 education market is the largest customer base for Galaxy products comprising nearly 90% of Galaxy’s sales. In addition, Galaxy also possesses its own reseller channel where it sells directly to the K-12 market, primarily throughout the Southeast region of the United States. As disclosed in Note 11, the Entertainment segment was sold on February 6, 2019 in exchange for 38,625 Galaxy common shares. Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America. Any reference in these footnotes to applicable guidance is meant to refer to the authoritative U.S. generally accepted accounting principles (“GAAP”) as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”). Due to the change in year-end, the Company’s fiscal year 2018 was shortened from 12 months to 3 months and ended on June 30, 2018. Further, the financial statements as of June 30, 2019 and 2018 represent the financial information of the Company subsequent to the acquisition. All intercompany transactions and accounts have been eliminated in the consolidation. The Company’s financial reporting segments are Technology (reflecting the operations of Galaxy) and Entertainment (reflecting the operations of the movie theater). The Company is an over-the-counter public company traded under the stock symbol listing GAXY (formerly FLCR). Segment Reporting With the reverse merger between Galaxy and FLCR on June 22, 2018, the Company identified two reportable segments: Technology and Entertainment. Segment determination is based on the internal organization structure, management of operations and performance evaluation by management and the Company’s Board of Directors. Separate management of each segment is required because each business unit is subject to different operational issues and strategies. The Technology segment sells interactive learning technology hardware and software that allows the presenter and participant to engage in a fully collaborative instructional environment. Galaxy’s products include Galaxy’s own private-label interactive touch screen panel as well as numerous other national and international branded peripheral and communication devices. The Entertainment segment owns and operates Georgetown 14 Cinemas, a fourteen-theater movie complex located in Indianapolis, Indiana. Entertainment generates revenues from movie ticket sales and concessions. As part of the merger agreement, the parties have the right to spinout the Entertainment segment to the prior shareholders of FLCR. Management plans to focus on its primary business plan, which is Galaxy. As disclosed in Note 11, the Entertainment segment was sold to an entity with a common board member on February 6, 2019. Use of Estimates The preparation of consolidated financial statements in accordance with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates used in preparing the consolidated financial statements include those assumed in computing the allowance for doubtful accounts, inventory reserves, product warranty liabilities, valuation of goodwill, valuation of convertible notes payable and related warrants, and the valuation of deferred tax assets. It is reasonably possible that the significant estimates used will change within the next year. Capital Structure In accordance with ASC 505, Equity, the Company’s capital structure is as follows: June 30, 2019 Authorized Issued Outstanding Common stock 4,000,000,000 11,318,901 11,280,276 $.0001 par value, one vote per share Preferred stock 200,000,000 - - $.0001 par value, one vote per share Preferred stock - Class A 750,000 - - $.0001 par value; no voting rights Preferred stock - Class B 1,000,000 - - Voting rights of 10 votes for 1 Preferred B share; 2% preferred dividend payable annually Preferred stock - Class C 9,000,000 - - $.0001 par value; 500 votes per share, convertible to common stock June 30, 2018 Authorized Issued Outstanding Common stock 4,000,000,000 9,655,813 9,655,813 $.0001 par value, one vote per share Preferred stock 200,000,000 - - $.0001 par value, one vote per share Preferred stock - Class A 750,000 - - $.0001 par value; no voting rights Preferred stock - Class B 1,000,000 - - Voting rights of 10 votes for 1 Preferred B share; 2% preferred dividend payable annually Preferred stock - Class C 9,000,000 - - $.0001 par value; 500 votes per share, convertible to common stock There are 102,023,065 common shares reserved at June 30, 2019 under terms of the convertible debt agreements and Stock Plan (see Notes 4 and 13). There are 8,945,393 issued common shares that are restricted as of June 30, 2019. The shares will become free-trading upon satisfaction of certain terms within the convertible debt agreements. Business Combinations The Company accounts for business combinations under the acquisition method of accounting. Under this method, acquired assets, including separately identifiable intangible assets, and any assumed liabilities are recorded at their acquisition date estimated fair value. The excess of purchase price over the fair value amounts assigned to the assets acquired and liabilities assumed represents the goodwill amount resulting from the acquisition. Determining the fair value of assets acquired and liabilities assumed involves the use of significant estimates and assumptions. Concurrent with the reverse triangular merger, the Company applied pushdown accounting. Pushdown accounting refers to the use of the acquirer’s basis in the preparation of the acquiree’s separate financial statements as the new basis of accounting for the acquiree. See Note 11 for a discussion of the merger and the related impact on the Company’s consolidated financial statements. Revenue Recognition Technology Interactive Panels and Related Products The Company derives revenue from the sale of interactive panels and other related products. Sales of these panels may also include optional equipment, accessories and services (installation, training and other services, maintenance and warranty services). Product sales and installation revenue are recognized when all of the following criteria have been met: (1) products have been shipped or customers have purchased and accepted title to the goods; service revenue for installation of products sold is recognized as the installation services are performed, (2) persuasive evidence of an arrangement exists, (3) the price to the customer is fixed, and (4) collectability is reasonably assured. Deferred revenue consists of customer deposits and advance billings of the Company’s products where sales have not yet been recognized. Shipping and handling costs billed to customers are included in revenue in the accompanying statements of operations. Costs incurred by the Company associated with shipping and handling are included in cost of sales in the accompanying statements of operations. Sales are recorded net of sales returns and discounts, and sales are presented net of sales-related taxes. Because of the nature and quality of the Company’s products, the Company provides for the estimated costs of warranties at the time revenue is recognized for a period of five years after purchase as a secondary warranty. The manufacturer also provides a warranty against certain manufacturing and other defects. As of June 30, 2019 and 2018, the Company accrued $82,350 and $1,350, respectively, for estimated product warranty claims, which is included in accrued expenses in the accompanying consolidated balance sheets. The accrued warranty costs are based primarily on historical warranty claims as well as current repair costs. There was $87,374 and $1,350 of warranty expenses for the year ended June 30, 2019 and the three months ended June 30, 2018, respectively. The Company is negotiating a warranty settlement with one of its manufacturers. At June 30, 2019, the Company accrued $209,316 payable to this manufacturer to be paid over 24 months. Product sales resulting from fixed-price contracts involve a signed contract for a fixed price or a binding purchase order to provide the Company’s interactive panels and accessories. Contract arrangements exclude a right of return for delivered items. Product sales resulting from fixed-price contracts are generated from multiple-element arrangements that require separate units of accounting and estimates regarding the fair value of individual elements. The Company has determined that its multiple-element arrangements that qualify as separate units of accounting are (1) product sales and (2) installation and related services. There is objective and reliable evidence of fair value for both the product sales and installation services and allocation of arrangement consideration for each of these units is based on their relative fair values. Each of these elements represent individual units of accounting, as the delivered item has value to a customer on a stand-alone basis. The Company’s products can be sold on a stand-alone basis to customers which provides objective evidence of the fair value of the product portion of the multi-element contract, and thus represents the Company’s best estimate of selling price. The fair value of installation services is separately calculated using expected costs of installation services. Many times, the value of installation services is calculated using price quotations from subcontractors to the Company who perform installation services on a stand-alone basis. The Company sells equipment with embedded software to its customers. The embedded software is not sold separately, and it is not a significant focus of the Company’s marketing efforts. The Company does not provide post-contract customer support specific to the software or incur significant costs that are within the scope of FASB guidance on accounting for software to be leased or sold. Additionally, the functionality that the software provides is marketed as part of the overall product. The software embedded in the equipment is incidental to the equipment as a whole. Entertainment Theater Ticket Sales and Concessions Revenues are generated principally through admissions and concessions sales with proceeds received in cash or via credit card at the point of sale. Cash and Cash Equivalents The Company considers cash and cash equivalents to be cash in all bank accounts, including money market and temporary investments that have an original maturity of three months or less. From time to time, the Company has on deposit, in institutions whose accounts are insured by the Federal Deposit Insurance Corporation, funds in excess of the insured maximum. The at-risk amount is subject to significant fluctuation daily throughout the year. The Company has never experienced any losses related to these balances, and as such, the Company does not believe it is exposed to any significant risk. Accounts Receivable The Company reports accounts receivable at invoiced amounts less an allowance for doubtful accounts. Interest is not charged on past due accounts. Management reviews each receivable balance and estimates that portion, if any, of the balance that will not be collected. The carrying amount of the accounts receivable is then reduced by an allowance based on management’s estimate. Management deemed no allowance for doubtful accounts was necessary at June 30, 2019 and 2018. At June 30, 2019, $247,007 of total accounts receivable were considered unbilled and recorded as deferred revenue. There were no amounts considered unbilled at June 30, 2018. Inventories Inventory is stated at the lower of cost or net realizable value. Cost is determined on a first-in, first-out (FIFO) method of accounting. All inventory at June 30, 2019 and 2018, represents goods available for sale. Galaxy inventory is mostly comprised of interactive panels and accessories while FLCE inventory consists of concession inventory such as popcorn, soft drinks, and candy. Management estimates $20,000 and $0 of obsolete or slow-moving inventory reserves at June 30, 2019 and 2018, respectively. Property and Equipment Property and equipment are stated at cost less accumulated depreciation. Expenditures for repairs and maintenance are charged to expense as incurred and additions and improvements that significantly extend the lives of assets are capitalized. Upon sale or other retirement of depreciable property, the cost and accumulated depreciation are removed from the related accounts and any gain or loss is reflected in operations. Property and equipment at June 30, 2019 and the estimated useful lives used in computing depreciation, are as follows: Furniture and fixtures 5 years Equipment 5 years Vehicles 5 years Property and equipment at June 30, 2018, and the estimated useful lives used in computing depreciation, are as follows: Building 40 years Building improvements 8 years Vehicles 5 years Equipment 5 – 8 years Furniture and fixtures 5 years Depreciation is provided using the straight-line method over the estimated useful lives of the depreciable assets. Depreciation expense was $221,260 and $5,222 for the year ended June 30, 2019 and the three months ended June 30, 2018, respectively. Long-lived Assets Long-lived assets to be held and used are tested for recoverability whenever events or changes in circumstances indicate that the related carrying amount may not be recoverable. When required, impairment losses on assets to be held and used are recognized based on the excess of the asset’s carrying amount over the fair value of the asset. Goodwill Goodwill is not amortized, but is reviewed for impairment at least annually, or more frequently when events or changes in circumstances indicate that the carrying value may not be recoverable. Judgments regarding indicators of potential impairment are based on market conditions and operational performance of the business. At each fiscal year-end, the Company performs an impairment analysis of goodwill. The Company may assess its goodwill for impairment initially using a qualitative approach to determine whether conditions exist to indicate that it is more likely than not that the fair value of a reporting unit is less than its carrying value. If management concludes, based on its assessment of relevant events, facts and circumstances that it is more likely than not that a reporting unit’s carrying value is greater than its fair value, then a goodwill impairment charge is recognized for the amount in excess, not to exceed the total amount of goodwill allocated to that reporting unit. If the fair value of a reporting unit exceeds its carrying amount, goodwill is not considered to be impaired and no further testing is required. If determined to be impaired, an impairment charge is recorded as a general and administrative expense within the Company’s consolidated statement of operations. Distinguishing Liabilities from Equity The Company relies on the guidance provided by ASC Topic 480, Distinguishing Liabilities from Equity, to classify certain convertible instruments. The Company first determines whether a financial instrument should be classified as a liability. The Company determines a liability classification if the financial instrument is mandatorily redeemable, or if the financial instrument, other than outstanding shares, embodies a conditional obligation that the Company must or may settle by issuing a variable number of its equity shares. If the Company determines that a financial instrument should not be classified as a liability, the Company determines whether the financial instrument should be presented between the liability section and the equity section of the balance sheet (“temporary equity”). The Company determines temporary equity classification if the redemption of the financial instrument is outside the control of the Company (i.e. at the option of the holder). Otherwise, the Company accounts for the financial instrument as permanent equity. Initial Measurement The Company records financial instruments classified as liability, temporary equity or permanent equity at issuance at the fair value, or cash received. Subsequent Measurement – Financial Instruments Classified as Liabilities The Company records the fair value of financial instruments classified as liabilities at each subsequent measurement date. The changes in fair value of financial instruments classified as liabilities are recorded as other income (expense). Income Taxes The Company accounts for income taxes under the asset and liability method, whereby deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Current income taxes are recognized for the estimated income taxes payable or receivable on taxable income or loss from the current year and any adjustment to income taxes payable related to previous years. Current income taxes are determined using tax rates and tax laws that have been enacted or subsequently enacted by the year-end date. 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 reverse. Under the asset and liability method, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is recognized if it is more likely than not that some portion or all of the deferred tax asset will not be utilized. Research and Development The Company accounts for research and development (R&D) costs in accordance with the Research and Development topic of the ASC. Under the Research and Development topic of the ASC, all R&D costs must be charged to expense as incurred. Accordingly, internal R&D costs are expensed as incurred. Third-party R&D costs are expensed when the contracted work has been performed. Stock-based Compensation The Company records stock-based compensation in accordance with the provisions set forth in ASC 718, Stock Compensation, using the modified prospective method. ASC 718 requires companies to recognize the cost of employee services received in exchange for awards of equity instruments based upon the grant date fair value of those awards. The Company, from time to time, may issue common stock to acquire services or goods from non-employees. Common stock issued to persons other than employees or directors are recorded on the basis of their fair value. Earnings (Loss) per Share Basic and diluted earnings (loss) per common share is calculated using the weighted average number of common shares outstanding during the period. The Company's convertible notes and warrants are excluded from the computation of diluted earnings per share as they are anti-dilutive due to the Company's losses during those periods. Share capital was restated as of the beginning of the three month period ended June 30, 2018, consistent with the accounting presentation requirement to retroactively adjust the accounting acquirer’s legal capital to reflect the legal capital of the accounting acquiree in a reverse acquisition. Fair Value of Financial Instruments The Company categorized its fair value measurements within the fair value hierarchy established by generally accepted accounting principles. The hierarchy is based on the valuation inputs used to measure the fair value of the asset. Level 1 inputs are quoted prices in active markets for identical assets; Level 2 inputs are significant other observable inputs; Level 3 inputs are significant unobservable inputs. As of June 30, 2019 and 2018, the Company held certain financial assets and liabilities that are required to be measured at fair value on a recurring basis. All such assets and liabilities are considered to be Level 3 in the fair value hierarchy defined above. Derivative Liabilities The Company generally does not use derivative financial instruments to hedge exposures to cash flow or market risks. However, certain other financial instruments, such as warrants and embedded conversion features on the convertible debt, are classified as derivative liabilities due to protection provisions within the agreements. Such financial instruments are initially recorded at fair value using the Monte Carlo model and subsequently adjusted to fair value at the close of each reporting period. The Company accounts for derivative instruments and debt instruments in accordance with the interpretive guidance of ASC 815, ASU 2017-11, and associated pronouncements related to the classification and measurement of warrants and instruments with conversion features. Recent Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which is effective for public entities for annual reporting periods beginning after December 15, 2018. Under ASU 2016-02, lessees will be required to recognize the following for all leases (with the exception of short-term leases) at the commencement date: 1) a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis, and 2) a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. The Company does not expect any material impact of ASU 2016-02 on the consolidated financial statements. In July 2017, the FASB issued ASU 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480) and Derivatives and Hedging (Topic 815): I. Accounting for Certain Financial Instruments with Down Round Features; II. Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Non-controlling Interests with a Scope Exception. Part I of this update addresses the complexity of accounting for certain financial instruments with down round features. Down round features are features of certain equity-linked instruments (or embedded features) that result in the strike price being reduced on the basis of the pricing of future equity offerings. Current accounting guidance creates cost and complexity for entities that issue financial instruments (such as warrants and convertible instruments) with down round features that require fair value measurement of the entire instrument or conversion option. Part II of this update addresses the difficulty of navigating Topic 480, Distinguishing Liabilities from Equity, because of the existence of extensive pending content in the FASB Accounting Standards Codification. This pending content is the result of the indefinite deferral of accounting requirements about mandatorily redeemable financial instruments of certain nonpublic entities and certain mandatorily redeemable non-controlling interests. The amendments in Part II of this update do not have an accounting effect. This ASU is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018. The Company adopted ASU 2017-11 in its consolidated financial statements and related disclosures on January 1, 2019, the first interim period after the effective date of the ASU. In August 2018, the U.S. Securities and Exchange Commission ("SEC") adopted the final rule under SEC Release No. 33-10532 Disclosure Update and Simplification, to eliminate or modify certain disclosure rules that are redundant, outdated, or duplicative of U.S. GAAP or other regulatory requirements. Among other changes, the amendments eliminated the annual requirement to disclose the high and low trading prices of our common stock. In addition, the amendments provide that disclosure requirements related to the analysis of shareholders' equity are expanded for interim financial statements. An analysis of the changes in each caption of shareholders' equity presented in the balance sheet must be provided in a note or separate statement, as well as the amount of dividends per share for each class of shares. This rule was effective on November 5, 2018; and adopted during the year ended June 30, 2019 with little impact on the consolidated financial statements. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Jun. 30, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Note 2 - Property and Equipment Property and equipment are comprised of the following at: June 30, 2019 June 30, 2018 Land and buildings $- $ 4,937,069 Building improvements - 363,083 Vehicles 74,755 92,353 Equipment 5,000 1,470,709 Furniture and fixtures 12,598 12,598 92,353 6,875,812 Accumulated depreciation (65,588) (2,621,361) Property and equipment, net $26,765 $ 4,254,451 As disclosed in Note 11, the net assets of the Entertainment segment were sold on February 6, 2019. The property and equipment related to this segment are zero at June 30, 2019. |
Line of Credit
Line of Credit | 12 Months Ended |
Jun. 30, 2019 | |
Line of Credit Facility [Abstract] | |
Line of Credit | Note 3 - Line of Credit The Company has a $1,250,000 line of credit at June 30, 2019 bearing interest at prime plus 0.05% (6.0% at June 30, 2019) which expires December 2019. The current terms of the line of credit were renegotiated from maximum borrowings of $750,000 at June 30, 2018 with interest at prime plus 1% (5.5% as of June 30, 2018). The line of credit is collateralized by certain real estate owned by a family member of a stockholder, 850,000 shares of the Company's common stock owned by two stockholders, personal guarantees of two stockholders, and a key man life insurance policy. A minimum average bank balance of $50,000 is required as part of the line of credit agreement. In addition, a 20% curtailment of the outstanding balance may occur during 2019. The outstanding balance was $1,230,550 and $547,603 at June 30, 2019 and 2018, respectively. |
Notes Payable
Notes Payable | 12 Months Ended |
Jun. 30, 2019 | |
Debt Disclosure [Abstract] | |
Notes Payable | Notes 4 - Notes Payable Long Term Notes Payable The Company's long term notes payable obligations to unrelated parties are as follows at: June 30, 2019 June 30, 2018 The Company has a note payable with a bank. Previous terms had maturity set at December 2018 and accrued interest at 2.10% annually. The note agreement was amended and now bears interest at 3.10% and matures in December 2019. The note is guaranteed by a stockholder and collateralized by a certificate of deposit owned by a related party. In May 2018, 50,000 shares of stock were issued to the related party in exchange for a $100,000 reduction in the short-term note balance. $ 274,900 $ 275,000 Note payable to an individual executed March 2018 in which the note accrues interest on the original principal balance at a rate of 6.25% annually. Interest payments are due annually with principal due March 2021. - 75,000 Mortgage payable with interest at 4.75%, and monthly payments of $34,435 through December 31, 2016. The note was modified during 2017. After the modification, the interest rate was 2.5% annually with monthly payments of $15,223 through July 15, 2020, and a balloon payment due at maturity. The mortgage payable is secured by the building and land and guaranteed by related parties. - 4,512,710 Note payable to a financial institution for a vehicle with monthly installments of $153 maturing June 2022. - 6,150 Capital leases with a related party for 3 delivery vehicles with monthly installments ranging from $253 to $461, including 4% to 4.75% interest, maturing over 5-year terms expiring between July 2019 and July 2020. One of the capital leases was paid in full in April 2019 leaving 2 delivery vehicle capital leases remaining. 6,053 17,668 Total Non-Related Party Notes Payable 280,953 4,886,528 Current Portion of Non-Related Party Notes Payable 279,346 362,181 Long-term Portion of Non-Related Party Notes Payable $ 1,607 $ 4,524,347 As disclosed in Note 11, the Entertainment segment was sold effective February 6, 2019. The notes payable related to this segment are zero at June 30, 2019. Future minimum principal payments on the non-related party long term notes payable are as follows: Year ending June 30, 2020 $ 279,346 2021 1,607 $ 280,953 Short Term Notes Payable The Company's short term notes payable obligations to unrelated parties assumed in the acquisition (Note 11) are as follows: June 30, 2019 June 30, 2018 Note payable to individual and bears interest at a rate of 8% annually and is due on demand. $ - $ 20,000 Note payable to individual and bears interest at a rate of 8% annually and is due on demand. - 10,000 Notes payable to individuals in which the notes accrue interest on the original principal balance at a rate of 6.25% annually and are due on demand. - 60,000 Note payable to an individual in which the note accrues interest on the original principal balance at a rate of 6.25% annually and whose original maturity of August 2018 was extended to August 2019. - 25,000 Note payable to an individual in which the note accrues interest on the original principal balance at a rate of 6.25% annually and is due on demand. - 25,000 Note payable to an individual in which the note accrues interest on the original principal balance at a rate of 10% annually and is due on demand. - 25,000 Total Short Term Non-Related Party Notes Payable $ - $ 165,000 As disclosed in Note 11, the Entertainment segment was sold effective February 6, 2019. The short term notes payable obligations to unrelated parties related to this segment are zero at June 30, 2019. Convertible Notes Payable June 30, 2019 June 30, 2018 On January 16, 2019, the Company signed a convertible promissory note with an investor. The $382,000 note was issued at a discount of $38,200 and bears interest at 12% per year. The Company issued 92,271 common shares to the investor. The note principal and interest are convertible into shares of common stock at the lower of (a) 70% of the lowest traded price of the common stock during the 20 trading days immediately preceding the notice of conversion or (b) $3 per share, beginning in June 2019. The note matures in July 2019 (Note 16). The note has prepayment penalties ranging from 110% to 125% of the principal and interest outstanding if repaid within 60 to 180 days from issuance. $ 382,000 $ - On February 22, 2019, the Company signed a convertible promissory note with an investor. The $200,000 note was issued at a discount of $20,000 and bears interest at 5% per year. The note principal and interest are convertible into shares of common stock at the lower of (a) 70% of the lowest traded price of the common stock during the 20 trading days immediately preceding the notice of conversion or (b) $3 per share, beginning in August 2019. The note matures in November 2019. The note has prepayment penalties ranging from 110% to 125% of the principal and interest outstanding if repaid within 60 to 180 days from issuance. 200,000 - On March 28, 2019, the Company signed a convertible promissory note with an investor. The $225,000 note was issued at a discount of $20,000 and bears interest at 10% per year. The Company issued 25,000 common shares to the investor. Two draws of $112,500 and $56,250 were borrowed under this note. The note principal and interest are convertible into shares of common stock at the lower of (a) 70% of the lowest traded price of the common stock during the 20 trading days immediately preceding the notice of conversion or (b) $3 per share, beginning in September 2019. The note has prepayment penalties ranging from 110% to 125% of the principal and interest outstanding if repaid within 60 to 180 days from issuance. The note matures in March 2020. The Company has $56,250 of available borrowings under this note on June 30, 2019. 168,750 - On April 1, 2019, the Company signed a convertible promissory note with an investor. The $225,000 note was issued at a discount of $25,000 and bears interest at 10% per year. The Company issued 25,000 shares to the investor. An initial draw of $100,000 was borrowed under this note. The note principal and interest are convertible into shares of common stock at the lower of (a) 70% of the lowest traded price of the common stock during the 20 trading days immediately preceding the notice of conversion. The note matures in April 2020. The note has prepayment penalties ranging from 110% to 125% of the principal and interest outstanding if repaid within 60 to 180 days from issuance. The Company has $112,500 of available borrowings under this note at June 30, 2019. 112,500 - On April 29, 2019, the Company signed a convertible promissory note with an investor. The $1,325,000 note was issued at a discount of $92,750 and bears interest at 8% per year. The note principal and interest are convertible into shares of common stock at the lower of (a) 75% of the lowest traded price of the common stock during the 10 trading days immediately preceding the notice of conversion or (b) $2.75 per share. The note matures in April 2020. The note has prepayment penalties of 120% of the sum of the outstanding principal, plus accrued interest, plus defaulted interest, plus any additional principal, plus at the holder's option, any amounts owed to the holder pursuant to any other provision of the note. 1,325,000 - On May 28, 2019, the Company signed a convertible promissory note with an investor. The $322,580 note was issued at a discount of $22,580 and bears interest at 8% per year. The note principal and interest are convertible into shares of common stock at the lower of (a) 75% of the lowest traded price of the common stock during the 10 trading days immediately preceding the notice of conversion or (b) $2.75 per share beginning in November 2019. The note matures in May 2020. The note has prepayment penalties of 120% of the principal and interest outstanding if repaid before 180 days from issuance. 322,580 - On June 18, 2019, the Company signed a convertible promissory note with an investor. The $366,120 note was issued at a discount of $27,120 and bears interest at 8% per year. The note principal and interest are convertible into shares of common stock at 75% of the lowest traded price of the common stock during the 10 trading days immediately preceding the notice of conversion. The note matures in May 2020. The note has prepayment penalties of 120% of the principal and interest outstanding if repaid before 180 days from issuance. 366,120 - Total Convertible Notes Payable 2,876,950 - Less: Unamortized original issue discounts 752,126 - Current Portion of Convertible Notes Payable 2,124,824 - Long-term Portion of Convertible Notes Payable $ - $ - The original issue discount is being amortized over the terms of the convertible notes using the effective interest method. During the year ended June 30, 2019, the Company amortized $89,279 of debt discounts to interest expense and $644,055 to interest accretion. There was no amortization of debt discounts during the three months ended June 30, 2018. Two convertible promissory notes were entered into during the year ended June 30, 2019, and subsequently repaid in advance of maturity prior to June 30, 2019. Significant noncash transactions involving interest expense during the year ended June 30, 2019 included prepayment penalty interest of $134,461 due to the advance repayment of two convertible notes. Convertible notes are subordinate to the bank debt of the Company. Accrued but unpaid interest on the notes is convertible by the lender into, and payable by the Company in common shares at a price per common share equal to the most recent closing price of the Company’s common shares prior to the delivery to the Company of a request to convert interest, or the due date of interest, as applicable. Interest, when due, is payable either in cash or common shares. The conversion features meets the definition of a derivative liability instrument because the conversion rate is variable and therefore does not meet the “fixed-for-fixed” criteria outlined in ASC 815-40-15. As a result, the conversion features of the notes are recorded as a derivative liability at fair value and marked-to-market each period with the changes in fair value each period charged or credited to other income (expense). Warrants The Company issued common stock and warrants as consideration for the convertible notes. The warrants contain certain anti-dilutive clauses that are accounted for as financial derivatives. See Note 8 for common stock issued. Unexercised warrants of $277,342 are outstanding at June 30, 2019. All outstanding warrants have an original exercise prices of $4 per share, contain anti-dilution protection clauses, and expire 36 months from issue date. The anti-dilution clause was triggered for outstanding warrants, which now have an exercise price of $1.325 per share. As of June 30, 2019, outstanding warrants expire between November 29, 2021 and April 17, 2022. The warrants meet the definition of a derivative liability instrument because the exercise price is variable and therefore does not meet the “fixed-for-fixed” criteria outlined in ASC 815-40-15. As a result, the value of the unexercised warrants are recorded as a derivative liability at fair value and marked-to-market each period with the changes in fair value each period charged or credited to other income (expense). |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Jun. 30, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 5 – Fair Value Measurements The Company classifies financial assets and liabilities as held-for-trading, available-for-sale, held-to-maturity, loans and receivables or other financial liabilities depending on their nature. Financial assets and financial liabilities are recognized at fair value on their initial recognition. The Company measures the fair value of financial assets and liabilities based on U.S. GAAP guidance which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. The following table presents information about the assets and liabilities that are measured at fair value on a recurring basis at June 30, 2019 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. In general, fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical instruments. Fair values determined by Level 2 inputs utilize data points that are observable such as quoted prices, interest rates, and yield curves. Fair values determined by Level 3 inputs are unobservable data points for the financial instrument, and included situations where there is little, if any, market activity for the instrument: Liabilities: Total Level 1 Level 2 Level 3 Original issue discount, convertible debt $ 979,569 $ - $ - $ 979,569 Derivative liability, warrants 46,375 - - 46,375 Total: $ 1,025,944 $ - $ - $ 1,025,944 There were no assets or liabilities that required fair value measurement at June 30, 2018. The Company measures the fair market value of the Level 3 components using the Monte Carlo model and projected discounted cash flows, as appropriate. These models were initially prepared by an independent third party and take into account management’s best estimate of the conversion price of the stock, an estimate of the expected time to conversion, an estimate of the stock’s volatility, and the risk-free rate of return expected for an instrument with a term equal to the duration of the convertible note. The significant unobservable valuation inputs for the convertible notes include an expected rate of return of 0%, a risk free rate of 2.61% and volatility of 180%. The derivative liability was valued using the Monte Carlo pricing model with the following inputs at June 30, 2019: Risk-free interest rate: 1.72 -2.83% Expected dividend yield: 0.00% Expected stock price volatility: 180.00% Expected option life in years: 2.80 -3.00 years The following table sets forth a reconciliation of changes in the fair value of the Company’s convertible debt components classified as Level 3 in the fair value hierarchy at June 30, 2019: Beginning balance $ - Convertible Securities at inception 1,238,359 Settlement of conversion features and warrants (301,613) Realized (83,487) Unrealized 172,685 Ending balance $ 1,025,944 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Jun. 30, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 6 - Related Party Transactions Notes Payable The Company's notes payable obligations to related parties are as follows: June 30, 2019 June 30, 2018 Note payable to a related party in which the notes accrues interest on the original principal balance at a rate of 8% annually and is due on demand. - $15,000 Note payable to a stockholder in which the note principal plus interest of $10,000 is payable in December 2019. 200,000 - Various notes payable to a related party in which the note accrues interest on the original principal balance at a rate of 6.25% annually and is due on demand. - 91,000 Note payable to a related party in which the note accrues interest on the original principal balance at a rate of 6.25% annually and is due in August 2019. - 8,000 Notes payable to a related party in which the note bears no interest and is due on demand. - 25,000 Note payable to a related party in which the note accrues interest on the original principal balance at a rate of 9% annually and matures in October 2019. - 125,000 Note payable to an individual executed February 2018 in which the note accrues interest on the original principal balance at a rate of 18% annually and is due on demand. - 10,000 Various notes payable to a related party in which the note accrues interest on the original principal balance at a rate of 10% annually through December 31, 2016 at which time the interest rate was reduced to 6.25% interest annually. The notes are scheduled to mature at various dates through July 2021. - 211,534 Total Related Party Notes Payable 200,000 485,534 Current Portion of Related Party Notes Payable 200,000 485,534 Long-term Portion of Related Party Notes Payable $ - $ - As disclosed in Note 11, the Entertainment segment was sold effective February 6, 2019. The notes payable obligations to related parties for this segment are zero at June 30, 2019. Advances In support of the CompanyÂ’s efforts and cash requirements, it may rely on advances from related parties until such time that it can support its operations or attain adequate financing through sales of its equity or traditional debt financing. There is no formal written commitment for continued support by officers, directors or shareholders. Amounts represent advances or amounts paid in satisfaction of liabilities. The advances are unsecured, due on demand, and the amounts outstanding at June 30, 2019 and 2018 are $0 and $260,173, respectively. Leases The Company leases property used in operations from a related party under terms of an operating lease. The term of the lease expires on December 31, 2021. The monthly lease payment is $1,500 plus maintenance and property taxes, as defined in the lease agreement. Rent expense for this lease, as well as other operating leases, totaled $18,000 and $5,150 for the year ended June 30, 2019 and three months ended June 30, 2018, respectively. The Company leases two vehicles from related parties under capital leases. The Company is paying the lease payments directly to the creditors, rather than the lessor. The leased vehicles are used in operations for deliveries and installations. Other Agreements A related party collateralizes the CompanyÂ’s short-term note with a CD in the amount of $274,900, held at the same bank. The related party will receive a $7,500 collateral fee for this service (see Note 4). In May 2018, 50,000 shares of stock were issued to the related party in exchange for a $100,000 reduction in the short-term note balance. Notes Payable Converted to Common Stock On June 22, 2018, various board members and executives of FLCR exchanged their outstanding related party debt and accrued interest for 4% of the CompanyÂ’s common stock as described in Note 11. |
Lease Agreements
Lease Agreements | 12 Months Ended |
Jun. 30, 2019 | |
Leases [Abstract] | |
Lease Agreements | Note 7 - Lease Agreements Capital Lease Agreements Capital lease agreements for vehicles (disclosed in Note 4) require monthly payments totaling $813 (ranging from $263 to $461), including interest (ranging from 4.5% to 4.75%), over 5-year terms expiring between July 2019 and July 2020. Operating Lease Agreements The Company leases office, retail shop and warehouse facilities under operating leases from a related party (Note 5) which requires monthly payments of $1,500 and expires on December 31, 2021. Rent expense for this lease totaled $9,000 and $4,500 for the year ended June 30, 2019 and three months ended June 30, 2018, respectively. |
Equity
Equity | 12 Months Ended |
Jun. 30, 2019 | |
Stockholders' Equity Note [Abstract] | |
Equity | Note 8 - Equity Certain equity transactions related to the reverse triangular merger occurred in September 2018, but have been reflected as of June 30, 2018, in the consolidated financial statements due to FLCR effectively transferring control to Galaxy as of June 22, 2018 (see Note 11). The following equity transactions occurred simultaneously, and are treated in these consolidated financial statements as being effective on that date: • Galaxy shareholders transferred all the outstanding shares of common stock to the Merger Sub; • Preferred Class C shares were converted into common stock in an amount equivalent to 89% ownership in the outstanding shares of the merged company; • Common shares were issued to common stockholders in an amount equivalent to 7% ownership in the outstanding shares of the merged company; • Common shares were issued to convertible debt holders in an amount equivalent to 4% ownership in the outstanding shares of the merged company (See Note 5). • A reverse stock split was approved at a ratio of one new share for every 350 shares of common stock outstanding (1:350 Reverse Stock Split). Private Placement In March 2018, the Company offered 1,500,000 common shares to qualified investors at $2 per share in a private placement memorandum (“PPM”). The private placement offering period expired in September 2018. Proceeds were raised to purchase inventory, pay merger costs and provide working capital. As a result of the PPM, the Company issued 910 and 3,018 shares (post-Reverse Stock Split) to new investors resulting in proceeds of $637,000 and $1,367,500 during the years ended June 30, 2019 and three months ended June 30, 2018, respectively. In May 2018, 143 shares of stock (post-Reverse Stock Split) were issued to the related party in exchange for a $100,000 reduction in the short-term note balance (see Note 4). In May and June 2019, a total of 510,000 shares were awarded under the Stock Plan (see Note 13). During the year ended June 30, 2019, the Company issued 302,271 common shares as consideration for convertible notes. During May 2019, 60,000 shares were returned and cancelled upon repayment of a convertible note prior to maturity. There were no shares issued as consideration for convertible notes during the three months ended June 30, 2018. During the year ended June 30, 2019 and three months ended June 30, 2018, the Company issued 346,618 shares and 100 shares for professional consulting services, respectively. The shares were valued at $800,751 and $70,000 upon issuance, for the year ended June 30, 2019 and three months ended June 30, 2018, respectively. On February 6, 2019, the Company repurchased 38,625 shares from an entity with a common board member under a Share Purchase Agreement related to the sale of Entertainment. These shares are issued but not outstanding at June 30, 2019. In May 2019, an investor exercised a warrant and was issued 381,944 shares in a cashless transaction. See the capital structure section in Note 1 for disclosure of the equity components included in the Company’s consolidated financial statements. |
Income Taxes
Income Taxes | 12 Months Ended |
Jun. 30, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 9 - Income Taxes The CompanyÂ’s effective tax rate differed from the federal statutory income tax rate for the year ended June 30, 2019 and the three months ended June 30, 2018 as follows: Federal statutory rate 21% State tax, net of federal tax effect 5.75% Valuation allowance -27% Effective tax rate 0% The Company had no federal or state income tax (benefit) for the year ended June 30, 2019 and three months ended June 30, 2018. The CompanyÂ’s deferred tax assets and liabilities as of June 30, 2019 and 2018, are summarized as follows: June 30, 2019 June 30, 2018 Federal Deferred tax assets $ 2,980,100 $ 2,205,200 Less valuation allowance (2,980,100) (2,205,200) Deferred tax liabilities - - - - State Deferred tax assets 866,300 595,600 Less valuation allowance (866,300) (595,600) Deferred tax liabilities - - - - Net Deferred Tax Assets $ - $ - The CompanyÂ’s policy is to provide for deferred income taxes based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates that will be in effect when the differences are expected to reverse. The U.S. Tax Cuts and Jobs Act (TCJA) legislation reduces the U.S. federal corporate income tax rate from 35.0% to 21.0% and is effective June 22, 2018 for the Company. The Company is recognizing the effect of the Tax Cuts and Job Acts on the CompanyÂ’s deferred income tax assets and liabilities. The Company has not generated any taxable income and has not recorded any current income tax expense at June 30, 2019. Consequently, the tax rate change has had no impact on the CompanyÂ’s current tax expense but impacts the deferred tax assets and liabilities and will impact future deferred tax assets and liabilities to be recognized. In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred taxes is dependent upon the generation of future taxable income during the periods in which those temporary differenced become deductible. Management considers projected future taxable income and tax planning strategies in making this assessment. The Company's deferred tax assets are primarily comprised of net operating losses ("NOL") that give rise to deferred tax assets. The net operating loss carryforwards expire over a range from 2020 to 2038, with certain that have no expiration. There is no tax benefit for goodwill impairment, which is permanently non-deductible for tax purposes. Additionally, due to the uncertainty of the utilization of net operating loss carry forwards, a valuation allowance equal to the net deferred tax assets has been recorded. The significant components of deferred tax assets as of June 30, 2019 and 2018, are as follows: June 30, 2019 June 30, 2018 Net operating loss carryforwards $ 3,811,900 $ 2,727,900 Valuation allowance (3,846,400) (2,800,800) Property and equipment 7,100 72,500 Inventory allowance 5,400 - Warranty accrual 22,000 400 Net Deferred Tax Assets $ - $ - As of June 30, 2019, the Company does not believe that it has taken any tax positions that would require the recording of any additional tax liability nor does it believe that there are any unrealized tax benefits that would either increase or decrease within the next twelve months. As of June 30, 2019, the CompanyÂ’s income tax returns generally remain open for examination for three years from the date filed with each taxing jurisdiction. |
Commitments, Contingencies, and
Commitments, Contingencies, and Concentrations | 12 Months Ended |
Jun. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments, Contingencies, and Concentrations | Note 10 - Commitments, Contingencies, and Concentrations Contingencies Certain conditions may exist as of the date the consolidated financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. The CompanyÂ’s management and its legal counsel assess such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the CompanyÂ’s legal counsel evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein. If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the CompanyÂ’s consolidated financial statements. If the assessment indicates that a potentially material loss contingency is not probable, but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material, would be disclosed. Concentrations Galaxy contracts the manufacturer of its products with overseas suppliers. The CompanyÂ’s sales could be adversely impacted by a supplierÂ’s inability to provide Galaxy with an adequate supply of inventory. Galaxy has one customer that accounted for approximately 86% of accounts receivable at June 30, 2019 and three customers that accounted for approximately 87% of accounts receivable at June 30, 2018. Galaxy has four customers that accounted for approximately 79% of total revenue for the year ended June 30, 2019 and three customers that accounted for 61% of revenues for the three months ended June 30, 2018, respectively. |
Material Agreements
Material Agreements | 12 Months Ended |
Jun. 30, 2019 | |
Disclosure of Material Agreements [Abstract] | |
Material Agreements | Note 11 - Material Agreements Manufacturing and Distributorship Agreement In December 2016, Galaxy executed an agreement with a company in South Korea. Pursuant to the agreement, the manufacturer agreed to manufacture, and the Company agreed to be the sole distributor of the interactive panels in the United States for a term of one year, with automatic annual renewals. The Company submits a three-month rolling sales forecast (which acts as a purchase order) to the manufacturer, updated monthly. Upon acceptance of the order by the manufacturer, the Company pays 105% of the cost shown on the purchase order, 10% at the time the order is accepted and the remaining 95% within 120 days if the Company has sold the panels and been paid by the end customer. The manufacturer also provides a warranty for any defects in material and workmanship for a period of 26 months from the date of shipment to the Company. There is a minimum annual purchase commitment under the agreement. The minimum purchase was not met; therefore, the manufacturer can require the Company to establish a performance improvement plan, and the manufacturer has the right to terminate the agreement. The agreement expired December 31, 2018. Consulting Agreement Galaxy entered into a 26 month consulting agreement in May 2017 for advisory services. In exchange for services provided, the consultants receive consulting fees of $15,000 per month and a 5.5% equity interest in Galaxy. The 5.5% equity interest was converted to common stock upon the Common Controlled Merger of R&G and Galaxy CO (as described in Note 1). The consulting agreement was renewed in May 2019 with monthly payment terms of $15,000 and 450,000 share of common stock upon execution of the renewal. In addition, it was noted that the Company owed the consultant 210,000 shares under the May 2017 consulting agreement due to an anti-dilution clause in the agreement. The Company paid the consultants $261,000 and $95,000 in fees and expenses for consulting services provided during the year ended June 30, 2019 and the three months ended June 30, 2018. The 450,000 shares were issued under the CompanyÂ’s Stock Plan in May 2019. The Company issued 210,000 shares for services in July 2019 (Note 15) in satisfaction of the $400,000 accrued liability for the consulting services per the anti-dilution provision of the agreement recorded at June 30, 2019. Consulting Agreement Consulting Agreement The Company entered into a consulting agreement in April 2018 for a period of six months for investor relations services such as blogs and newsletters, introduction to investment banks and online CEO quarterly conferences. In exchange for these consulting services provided, the advisor received $25,000 per month for four months and 25,000 shares of common stock. The Company paid the consultants $60,000 and $100,000 for the year ended June 30, 2019 and the three months ended June 30, 2018. The Company issued 25,000 shares of common stock for consulting services provided during the three months ended June 30, 2018. The agreement expired in October 2018. Manufacturer and Distributorship Agreement On September 15, 2018, the Company signed an agreement with a company in China for the manufacture of GalaxyÂ’s SLIM series of interactive panels, a new Galaxy product. The manufacturer agreed to manufacture, and the Company agreed to be the sole distributor of the interactive panels in the United States for a term of two years. The agreement includes a commitment by Galaxy to purchase $2 million of product during the first year beginning September 2018. If the minimum purchase is not met, the manufacturer can require the Company to establish a performance improvement plan, and the manufacturer has the right to terminate the agreement. The payment terms are 20% in advance, 30% after the product is ready to ship, and the remaining 50% 45 days after receipt. The manufacturer provides Galaxy with the product, including a three-year manufacturerÂ’s warranty from the date of shipment. The agreement renews automatically in two-year increments unless three monthsÂ’ notice is given by either party. Agency Agreement Effective December 11, 2018, the Company entered into a 12 month contract with an agent to raise capital. The agent receives a finderÂ’s fee ranging from 4 to 8% relative to the amount of capital raised, plus restricted shares in an amount equal to 4% of capital raised, if successful. The Agreement contains an option to extend the contract term for an additional six months. The Company paid $98,400 in fees and issued 46,618 shares of common stock during the year ended June 30, 2019. No fees were paid under this agreement during the three months ended June 30, 2018. Master Service Agreement Financial Advisory Engagement Effective June 4, 2019, the Company engaged a financial advisor to act as the CompanyÂ’s exclusive financial advisor, lead managing underwriter and sole book running manager and investment banker in connection with a proposed offering. The engagement period of the agreement is June 4, 2019 to May 31, 2020. The Company is proposing a follow-on public offering of securities. The Company paid $0 in fees during the year ended June 30, 2019. No fees were paid under this agreement during the three months ended June 30, 2018. The Company issued 250,000 shares to the financial advisor for services in July 2019 (Note 15). Business Development and Marketing Agreement Effective June 10, 2019, the Company entered into a three-month contract for certain advisory and consulting services. The Company will issue 15,000 shares and pay $20,000 per month under the terms of the agreement. The Company paid $35,000 in fees during the year ended June 30, 2019. No fees were paid under this agreement during the three months ended June 30, 2018. The Company issued 60,000 shares to the consultant for consulting services in July and September 2019 (Note 15). Capital Transaction Services Agreement Effective June 28, 2019, the Company entered into a three-month contract for capital raise advisory and consulting services. The Company pays $3,500 per month under the terms of this agreement, which is payable upon the successful closing of a capital raise. The Company paid $3,500 upon signing of the agreement. The agreement renews automatically unless either party provided notice of cancellation. The Company paid $3,500 in fees during the year ended June 30, 2019. No fees were paid under this agreement during the three months ended June 30, 2018. |
Reverse Acquisition
Reverse Acquisition | 12 Months Ended |
Jun. 30, 2019 | |
Business Combinations [Abstract] | |
Reverse Acquisition | Note 12 - Reverse Acquisition On June 22, 2018, Galaxy consummated a reverse triangular merger whereby Galaxy merged with and into FLCRÂ’s newly formed subsidiary, Galaxy MS, Inc. which was formed specifically for the transaction. Under the terms of the merger, GalaxyÂ’s shareholders transferred all their outstanding shares of common stock to Galaxy MS, in return for FLCRÂ’s Series C Preferred Shares, which were equivalent to approximately 3,065,000,000 shares of the common stock of FLCR on a pre-reverse stock split basis. This represents approximately 89% of the outstanding common stock of FLCR, with the remaining 11% of common stock distributed as follows: (a) an ownership interest of seven percent (7%) to the holders of common stock, pro rata; and (b) four percent (4%) of the common stock to the holders of convertible debt, pro rata. Concurrent with the reverse triangular merger, the Company applied pushdown accounting; therefore, the consolidated financial statements after completion of the reverse merger include the assets, liabilities, and results of operations of the combined company from and after the closing date of the reverse merger, with only certain aspects of pre-consummation stockholdersÂ’ equity remaining in the consolidated financial statements. There was no cash consideration paid by Galaxy to FLCR on the date of the reverse triangular merger. Instead, shares of stock were issued and exchanged, and the Company acquired $1,511,844 of net assets of FLCR. At the closing of the merger, all of FLCRÂ’s convertible promissory notes were converted into FLCRÂ’s common shares. The merger agreement contains potential future tax advantages of the net operating loss carryforward available to offset future taxable income of the combined company, up to a maximum of $150,000, over a 5-year period beginning June 22, 2018. There is a valuation allowance reducing this tax benefit to zero at June 30, 2019 and 2018. The following table summarizes the preliminary allocation of the fair value of the assets and liabilities as of the merger date through pushdown accounting. The preliminary allocation to certain assets and/or liabilities may be adjusted by material amounts as the Company finalizes fair value estimates. Assets Cash $ 22,205 Property and equipment 4,209,995 Other 20,716 Other assets 1,511,844 Goodwill 892,312 Total Assets 6,657,072 Liabilities Accounts payable 208,763 Long-term debt 4,593,851 Short-term debt 799,534 Accrued interest 78,948 Other 83,664 Total Liabilities 5,764,760 Net Assets $ 892,312 Consideration $ 58,092 Fair value of noncontrolling Interest 834,220 892,312 As a result of the Company pushing down the effects of the acquisition, certain accounting adjustments are reflected in the consolidated financial statements, such as goodwill recognized of $834,220 and reflected in the balance sheet. Goodwill recognized is primarily attributable to the acquisition of the fair value of the public company structure and other intangible assets that do not qualify for separate recognition. Other assets noted in the table above consist of the differences between the acquired assets and liabilities of Full Circle Entertainment to be distributed to pre-acquisition FLCR shareholders. The Company sold the Entertainment subsidiary on February 6, 2019 to focus on its primary business plan. As a result, the Company did not receive any economic benefit from the related assets in the table above, nor incur any obligations from the corresponding liabilities. The consideration received for the sale of Entertainment was 38,625 shares of Galaxy common stock at the fair value on the date of the transaction, or $92,700. The fair value of the Galaxy common shares received offset the assets and liabilities of Entertainment, with the difference recorded as a gain on the sale for the year ended June 30, 2019. The gain on the sale has been recorded in other expense in the Consolidated Statement of Operations. The following table presents a summary of EntertainmentÂ’s identifiable assets and liabilities at February 6, 2019, the date of the sale: Assets Cash $ 36,290 Property and equipment, net 4,006,426 Receivables 4,500 Inventories 5,610 Other assets 1,522,714 Total Assets 5,575,540 Liabilities Accounts payable 22,424 Debt 5,393,623 Accrued expenses 127,481 Total Liabilities 5,543,528 Net Assets 32,012 Noncash consideration for net assets of Entertainment 92,700 Gain on Sale $ 60,668 |
Stock Plan
Stock Plan | 12 Months Ended |
Jun. 30, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Stock Plan | Note 13 – Stock Plan An Employee, Directors, and Consultants Stock Plan for the Year 2019 (“Plan”) was established by the Company. The Plan is intended to attract and retain employees, directors and consultants by aligning the economic interest of such individuals more closely with the Company’s stockholders, by paying fees or salaries in the form of shares of the Company’s common stock. The Plan is effective December 28, 2018, and expires December 31, 2019. Common shares of 1,000,000 are reserved for stock awards under the Plan. There were 510,000 shares awarded under the Plan as of June 30, 2019. |
Segment Reporting
Segment Reporting | 12 Months Ended |
Jun. 30, 2019 | |
Segment Reporting [Abstract] | |
Segment Reporting | Note 14 - Segment Reporting The Company has identified two reportable segments due to the merger that occurred on June 22, 2018: Technology and Entertainment. The Technology segment sells interactive learning technology hardware and software that allows the presenter and participant to engage in a fully collaborative instructional environment. GalaxyÂ’s products include GalaxyÂ’s own private-label interactive touch screen panel as well as numerous other national and international branded peripheral and communication devices. The following table summarizes operating results for the year ended June 30, 2019 for Technology and the period from July 1, 2018 to February 6, 2019 for Entertainment: Revenues Technology Entertainment Technology $ 1,292,353 $ - Entertainment - 589,705 Cost of Sales Technology 1,545,093 - Entertainment - 221,238 Gross Profit (252,740) 368,467 General and Administrative Expenses Technology 5,410,650 - Entertainment - 427,620 Other Income (Expense) Technology (966,279) - Entertainment - 25,705 Net Loss $ (6,629,669) $ (33,448) |
Going Concern
Going Concern | 12 Months Ended |
Jun. 30, 2019 | |
Disclosure of Going Concern [Abstract] | |
Going Concern | Note 15 - Going Concern The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As reflected in the accompanying consolidated financial statements, the Company had negative working capital of approximately $4,600,000, an accumulated deficit of approximately $9,500,000, and cash used in operations of approximately $3,900,000 at June 30, 2019. The CompanyÂ’s operational activities has primarily been funded through issuance of common stock for services, related party advances, debt financing, a private placement offering of common stock and through the deferral of accounts payable and other expenses. The Company intends to raise additional capital through the sale of equity securities or borrowings from financial institutions and possibly from related and nonrelated parties who may in fact lend to the Company on reasonable terms. Management believes that its actions to secure additional funding will allow the Company to continue as a going concern. There is no guarantee the Company will be successful in achieving any of these objectives. These sources of working capital are not assured, and consequently do not sufficiently mitigate the risks and uncertainties disclosed above. The ability of the Company to continue as a going concern is dependent upon managementÂ’s ability to raise capital from the sale of its equity and, ultimately, the achievement of operating revenues. The consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Jun. 30, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 16 - Subsequent Events The Company has evaluated subsequent events through the date on which the consolidated financial statements were available to be issued. On July 1, 2019, the Company signed a lease agreement for certain property. The lease expires in June 2021 and requires a deposit of $10,000 and monthly installments of $3,000. Future lease payments are $36,000 for the years ended June 30, 2020 and 2021. On July 3, 2019, the Company entered into a new $165,000 convertible note with an investor. The Company issued 250,000 shares to a financial advisor for services in July 2019, under terms of a Financial Advisory Agreement dated June 4, 2019. The Company issued 60,000 shares to a consultant for services in July and September 2019, under terms of a Business Development and Marketing Agreement dated June 10, 2019. On July 22, 2019, the Company issued 210,000 common shares for services. The shares were issued in satisfaction of an accrued expense at June 30, 2019 for consulting services under an anti-dilution provision in the May 2017 Consulting Agreement (Note 10). The shares were issued to a related party of the consultant. On August 8, 2019, the Company entered into a new $200,000 convertible note with an investor and issued 50,000 shares to the investor under terms of the convertible note. On August 20, 2019, the Company entered into a new $225,000 convertible note with an investor. During August and September 2019, the Company issued 527,632 common shares to an investor in full satisfaction of a $382,000 convertible note. During August and September 2019, convertible note holders converted $70,000 of principal on the February 22, 2018 $200,000 convertible note in exchange for 96,200 shares. The outstanding principal balance of the convertible note is $130,000 after the conversions. The remaining balance of the note was assumed by a different investor who invested an additional $145,000 and combined the assumed note and additional investment into a new $234,000 convertible note. On September 3, 2019, the Company acquired 100% of the stock of Interlock Concepts, Inc. and Ehlert Solutions, Inc.. The purchase price for the acquisition was 1,350,000 shares of common stock and a 2 year note payable to the seller for $3,000,000. The purchase price is subject to adjustment based on the achievement of certain earnings goals. On September 4, 2019, a warrant holder exercised warrants and received 375,975 shares in a cashless transaction. On September 10, 2019, the Company issued 35,000 shares to a software developer as compensation for a research and development project. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Corporate History, Nature of Business and Mergers | Corporate History, Nature of Business and Mergers Galaxy Next Generation LTD CO. (“Galaxy CO”) was organized in the state of Georgia in February 2017 while R & G Sales, Inc. (“R&G”) was organized in the state of Georgia in August 2004. Galaxy CO merged with R&G (“common controlled merger”) on March 16, 2018, with R&G becoming the surviving company. R&G subsequently changed its name to Galaxy Next Generation, Inc. (“Galaxy”). FullCircle Registry, Inc., (“FLCR”) is a holding company created for the purpose of acquiring small profitable businesses to provide exit plans for those company’s owners. FLCR’s subsidiary, FullCircle Entertainment, Inc. (“Entertainment” or “FLCE”), owns and operates Georgetown 14 Cinemas, a fourteen-theater movie complex located in Indianapolis, Indiana. On June 22, 2018, Galaxy consummated a reverse triangular merger whereby Galaxy merged with and into Full Circle Registry, Inc.’s (FLCR) newly formed subsidiary - formed specifically for the transaction (Galaxy MS). The merger resulted in Galaxy MS becoming a wholly-owned subsidiary of FLCR. For accounting purposes, the acquisition of Galaxy by FLCR is considered a reverse acquisition, an acquisition transaction where the acquired company, Galaxy, is considered the acquirer for accounting purposes, notwithstanding the form of the transaction. The primary reason the transaction is being treated as a purchase by Galaxy rather than a purchase by FLCR is that FLCR is a public reporting company, and Galaxy’s stockholders gained majority control of the outstanding voting power of FLCR’s equity securities. Consequently, the assets and liabilities and the operations that are reflected in the historical financial statements of the Company prior to the merger are those of Galaxy. The financial statements after the completion of the merger include the combined assets and liabilities of the combined company (collectively Galaxy Next Generation, Inc., Full Circle Registry, Inc. and FullCircle Entertainment, Inc., or “the Company”). In recognition of Galaxy’s merger with FLCR, several things occurred: (1) FLCR amended its articles of incorporation to change its name from FullCircle Registry, Inc. to Galaxy Next Generation, Inc.; (2) Galaxy and FLCR changed its fiscal year end to June 30, effective June 2018; (3) FLCR authorized shares of preferred stock were increased to 200,000,000 and authorized shares of common stock were increased to 4,000,000,000, (prior to the Reverse Stock Split) both with a par value of $0.0001; and (4) the Board of Directors and Executive Officers approved Gary LeCroy, President and Director; Magen McGahee, Secretary and Director; and Carl Austin, Director; and (5) the primary business operated by the combined company became the business that was operated by Galaxy. Galaxy is a manufacturer and U.S. distributor of interactive learning technology hardware and software that allows the presenter and participant to engage in a fully collaborative instructional environment. Galaxy’s products include Galaxy’s own private-label interactive touch screen panel as well as numerous other national and international branded peripheral and communication devices. New technologies like Galaxy’s own touchscreen panels are sold along with renowned brands such as Google Chromebooks, Microsoft Surface Tablets, Lenovo & Acer computers, Verizon WiFi and more. Galaxy’s distribution channel consists of approximately 30 resellers across the U.S. who primarily sell its products within the commercial and educational market. Galaxy does not control where the resellers focus their resell efforts; however, the K-12 education market is the largest customer base for Galaxy products comprising nearly 90% of Galaxy’s sales. In addition, Galaxy also possesses its own reseller channel where it sells directly to the K-12 market, primarily throughout the Southeast region of the United States. As disclosed in Note 11, the Entertainment segment was sold on February 6, 2019 in exchange for 38,625 Galaxy common shares. |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America. Any reference in these footnotes to applicable guidance is meant to refer to the authoritative U.S. generally accepted accounting principles (“GAAP”) as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”). Due to the change in year-end, the Company’s fiscal year 2018 was shortened from 12 months to 3 months and ended on June 30, 2018. Further, the financial statements as of June 30, 2019 and 2018 represent the financial information of the Company subsequent to the acquisition. All intercompany transactions and accounts have been eliminated in the consolidation. The Company’s financial reporting segments are Technology (reflecting the operations of Galaxy) and Entertainment (reflecting the operations of the movie theater). The Company is an over-the-counter public company traded under the stock symbol listing GAXY (formerly FLCR). |
Segment Reporting | Segment Reporting With the reverse merger between Galaxy and FLCR on June 22, 2018, the Company identified two reportable segments: Technology and Entertainment. Segment determination is based on the internal organization structure, management of operations and performance evaluation by management and the CompanyÂ’s Board of Directors. Separate management of each segment is required because each business unit is subject to different operational issues and strategies. The Technology segment sells interactive learning technology hardware and software that allows the presenter and participant to engage in a fully collaborative instructional environment. GalaxyÂ’s products include GalaxyÂ’s own private-label interactive touch screen panel as well as numerous other national and international branded peripheral and communication devices. The Entertainment segment owns and operates Georgetown 14 Cinemas, a fourteen-theater movie complex located in Indianapolis, Indiana. Entertainment generates revenues from movie ticket sales and concessions. As part of the merger agreement, the parties have the right to spinout the Entertainment segment to the prior shareholders of FLCR. Management plans to focus on its primary business plan, which is Galaxy. As disclosed in Note 11, the Entertainment segment was sold to an entity with a common board member on February 6, 2019. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in accordance with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates used in preparing the consolidated financial statements include those assumed in computing the allowance for doubtful accounts, inventory reserves, product warranty liabilities, valuation of goodwill, valuation of convertible notes payable and related warrants, and the valuation of deferred tax assets. It is reasonably possible that the significant estimates used will change within the next year. |
Capital Structure | Capital Structure In accordance with ASC 505, Equity, the CompanyÂ’s capital structure is as follows: June 30, 2019 Authorized Issued Outstanding Common stock 4,000,000,000 11,318,901 11,280,276 $.0001 par value, one vote per share Preferred stock 200,000,000 - - $.0001 par value, one vote per share Preferred stock - Class A 750,000 - - $.0001 par value; no voting rights Preferred stock - Class B 1,000,000 - - Voting rights of 10 votes for 1 Preferred B share; 2% preferred dividend payable annually Preferred stock - Class C 9,000,000 - - $.0001 par value; 500 votes per share, convertible to common stock June 30, 2018 Authorized Issued Outstanding Common stock 4,000,000,000 9,655,813 9,655,813 $.0001 par value, one vote per share Preferred stock 200,000,000 - - $.0001 par value, one vote per share Preferred stock - Class A 750,000 - - $.0001 par value; no voting rights Preferred stock - Class B 1,000,000 - - Voting rights of 10 votes for 1 Preferred B share; 2% preferred dividend payable annually Preferred stock - Class C 9,000,000 - - $.0001 par value; 500 votes per share, convertible to common stock There are 102,023,065 common shares reserved at June 30, 2019 under terms of the convertible debt agreements and Stock Plan (see Notes 4 and 13). There are 8,945,393 issued common shares that are restricted as of June 30, 2019. The shares will become free-trading upon satisfaction of certain terms within the convertible debt agreements. |
Business Combinations | Business Combinations The Company accounts for business combinations under the acquisition method of accounting. Under this method, acquired assets, including separately identifiable intangible assets, and any assumed liabilities are recorded at their acquisition date estimated fair value. The excess of purchase price over the fair value amounts assigned to the assets acquired and liabilities assumed represents the goodwill amount resulting from the acquisition. Determining the fair value of assets acquired and liabilities assumed involves the use of significant estimates and assumptions. Concurrent with the reverse triangular merger, the Company applied pushdown accounting. Pushdown accounting refers to the use of the acquirerÂ’s basis in the preparation of the acquireeÂ’s separate financial statements as the new basis of accounting for the acquiree. See Note 11 for a discussion of the merger and the related impact on the CompanyÂ’s consolidated financial statements. |
Revenue Recognition | Revenue Recognition Technology Interactive Panels and Related Products The Company derives revenue from the sale of interactive panels and other related products. Sales of these panels may also include optional equipment, accessories and services (installation, training and other services, maintenance and warranty services). Product sales and installation revenue are recognized when all of the following criteria have been met: (1) products have been shipped or customers have purchased and accepted title to the goods; service revenue for installation of products sold is recognized as the installation services are performed, (2) persuasive evidence of an arrangement exists, (3) the price to the customer is fixed, and (4) collectability is reasonably assured. Deferred revenue consists of customer deposits and advance billings of the CompanyÂ’s products where sales have not yet been recognized. Shipping and handling costs billed to customers are included in revenue in the accompanying statements of operations. Costs incurred by the Company associated with shipping and handling are included in cost of sales in the accompanying statements of operations. Sales are recorded net of sales returns and discounts, and sales are presented net of sales-related taxes. Because of the nature and quality of the CompanyÂ’s products, the Company provides for the estimated costs of warranties at the time revenue is recognized for a period of five years after purchase as a secondary warranty. The manufacturer also provides a warranty against certain manufacturing and other defects. As of June 30, 2019 and 2018, the Company accrued $82,350 and $1,350, respectively, for estimated product warranty claims, which is included in accrued expenses in the accompanying consolidated balance sheets. The accrued warranty costs are based primarily on historical warranty claims as well as current repair costs. There was $87,374 and $1,350 of warranty expenses for the year ended June 30, 2019 and the three months ended June 30, 2018, respectively. The Company is negotiating a warranty settlement with one of its manufacturers. At June 30, 2019, the Company accrued $209,316 payable to this manufacturer to be paid over 24 months. Product sales resulting from fixed-price contracts involve a signed contract for a fixed price or a binding purchase order to provide the CompanyÂ’s interactive panels and accessories. Contract arrangements exclude a right of return for delivered items. Product sales resulting from fixed-price contracts are generated from multiple-element arrangements that require separate units of accounting and estimates regarding the fair value of individual elements. The Company has determined that its multiple-element arrangements that qualify as separate units of accounting are (1) product sales and (2) installation and related services. There is objective and reliable evidence of fair value for both the product sales and installation services and allocation of arrangement consideration for each of these units is based on their relative fair values. Each of these elements represent individual units of accounting, as the delivered item has value to a customer on a stand-alone basis. The CompanyÂ’s products can be sold on a stand-alone basis to customers which provides objective evidence of the fair value of the product portion of the multi-element contract, and thus represents the CompanyÂ’s best estimate of selling price. The fair value of installation services is separately calculated using expected costs of installation services. Many times, the value of installation services is calculated using price quotations from subcontractors to the Company who perform installation services on a stand-alone basis. The Company sells equipment with embedded software to its customers. The embedded software is not sold separately, and it is not a significant focus of the CompanyÂ’s marketing efforts. The Company does not provide post-contract customer support specific to the software or incur significant costs that are within the scope of FASB guidance on accounting for software to be leased or sold. Additionally, the functionality that the software provides is marketed as part of the overall product. The software embedded in the equipment is incidental to the equipment as a whole. Entertainment Theater Ticket Sales and Concessions Revenues are generated principally through admissions and concessions sales with proceeds received in cash or via credit card at the point of sale. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers cash and cash equivalents to be cash in all bank accounts, including money market and temporary investments that have an original maturity of three months or less. From time to time, the Company has on deposit, in institutions whose accounts are insured by the Federal Deposit Insurance Corporation, funds in excess of the insured maximum. The at-risk amount is subject to significant fluctuation daily throughout the year. The Company has never experienced any losses related to these balances, and as such, the Company does not believe it is exposed to any significant risk. |
Accounts Receivable | Accounts Receivable The Company reports accounts receivable at invoiced amounts less an allowance for doubtful accounts. Interest is not charged on past due accounts. Management reviews each receivable balance and estimates that portion, if any, of the balance that will not be collected. The carrying amount of the accounts receivable is then reduced by an allowance based on managementÂ’s estimate. Management deemed no allowance for doubtful accounts was necessary at June 30, 2019 and 2018. At June 30, 2019, $247,007 of total accounts receivable were considered unbilled and recorded as deferred revenue. There were no amounts considered unbilled at June 30, 2018. |
Inventories | Inventories Inventory is stated at the lower of cost or net realizable value. Cost is determined on a first-in, first-out (FIFO) method of accounting. All inventory at June 30, 2019 and 2018, represents goods available for sale. Galaxy inventory is mostly comprised of interactive panels and accessories while FLCE inventory consists of concession inventory such as popcorn, soft drinks, and candy. Management estimates $20,000 and $0 of obsolete or slow-moving inventory reserves at June 30, 2019 and 2018, respectively. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost less accumulated depreciation. Expenditures for repairs and maintenance are charged to expense as incurred and additions and improvements that significantly extend the lives of assets are capitalized. Upon sale or other retirement of depreciable property, the cost and accumulated depreciation are removed from the related accounts and any gain or loss is reflected in operations. Property and equipment at June 30, 2019 and the estimated useful lives used in computing depreciation, are as follows: Furniture and fixtures 5 years Equipment 5 years Vehicles 5 years Property and equipment at June 30, 2018, and the estimated useful lives used in computing depreciation, are as follows: Building 40 years Building improvements 8 years Vehicles 5 years Equipment 5 – 8 years Furniture and fixtures 5 years Depreciation is provided using the straight-line method over the estimated useful lives of the depreciable assets. Depreciation expense was $221,260 and $5,222 for the year ended June 30, 2019 and the three months ended June 30, 2018, respectively. |
Long-lived Assets | Long-lived Assets Long-lived assets to be held and used are tested for recoverability whenever events or changes in circumstances indicate that the related carrying amount may not be recoverable. When required, impairment losses on assets to be held and used are recognized based on the excess of the assetÂ’s carrying amount over the fair value of the asset. |
Goodwill | Goodwill Goodwill is not amortized, but is reviewed for impairment at least annually, or more frequently when events or changes in circumstances indicate that the carrying value may not be recoverable. Judgments regarding indicators of potential impairment are based on market conditions and operational performance of the business. At each fiscal year-end, the Company performs an impairment analysis of goodwill. The Company may assess its goodwill for impairment initially using a qualitative approach to determine whether conditions exist to indicate that it is more likely than not that the fair value of a reporting unit is less than its carrying value. If management concludes, based on its assessment of relevant events, facts and circumstances that it is more likely than not that a reporting unitÂ’s carrying value is greater than its fair value, then a goodwill impairment charge is recognized for the amount in excess, not to exceed the total amount of goodwill allocated to that reporting unit. If the fair value of a reporting unit exceeds its carrying amount, goodwill is not considered to be impaired and no further testing is required. If determined to be impaired, an impairment charge is recorded as a general and administrative expense within the CompanyÂ’s consolidated statement of operations. |
Distinguishing Liabilities from Equity | Distinguishing Liabilities from Equity The Company relies on the guidance provided by ASC Topic 480, Distinguishing Liabilities from Equity, to classify certain convertible instruments. The Company first determines whether a financial instrument should be classified as a liability. The Company determines a liability classification if the financial instrument is mandatorily redeemable, or if the financial instrument, other than outstanding shares, embodies a conditional obligation that the Company must or may settle by issuing a variable number of its equity shares. If the Company determines that a financial instrument should not be classified as a liability, the Company determines whether the financial instrument should be presented between the liability section and the equity section of the balance sheet (“temporary equity”). The Company determines temporary equity classification if the redemption of the financial instrument is outside the control of the Company (i.e. at the option of the holder). Otherwise, the Company accounts for the financial instrument as permanent equity. Initial Measurement The Company records financial instruments classified as liability, temporary equity or permanent equity at issuance at the fair value, or cash received. Subsequent Measurement – Financial Instruments Classified as Liabilities The Company records the fair value of financial instruments classified as liabilities at each subsequent measurement date. The changes in fair value of financial instruments classified as liabilities are recorded as other income (expense). |
Income Taxes | Income Taxes The Company accounts for income taxes under the asset and liability method, whereby deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Current income taxes are recognized for the estimated income taxes payable or receivable on taxable income or loss from the current year and any adjustment to income taxes payable related to previous years. Current income taxes are determined using tax rates and tax laws that have been enacted or subsequently enacted by the year-end date. 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 reverse. Under the asset and liability method, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is recognized if it is more likely than not that some portion or all of the deferred tax asset will not be utilized. |
Research and Development | Research and Development The Company accounts for research and development (R&D) costs in accordance with the Research and Development topic of the ASC. Under the Research and Development topic of the ASC, all R&D costs must be charged to expense as incurred. Accordingly, internal R&D costs are expensed as incurred. Third-party R&D costs are expensed when the contracted work has been performed. |
Stock-based Compensation | Stock-based Compensation The Company records stock-based compensation in accordance with the provisions set forth in ASC 718, Stock Compensation, using the modified prospective method. ASC 718 requires companies to recognize the cost of employee services received in exchange for awards of equity instruments based upon the grant date fair value of those awards. The Company, from time to time, may issue common stock to acquire services or goods from non-employees. Common stock issued to persons other than employees or directors are recorded on the basis of their fair value. |
Earnings (Loss) per Share | Earnings (Loss) per Share Basic and diluted earnings (loss) per common share is calculated using the weighted average number of common shares outstanding during the period. The Company's convertible notes and warrants are excluded from the computation of diluted earnings per share as they are anti-dilutive due to the Company's losses during those periods. Share capital was restated as of the beginning of the three month period ended June 30, 2018, consistent with the accounting presentation requirement to retroactively adjust the accounting acquirerÂ’s legal capital to reflect the legal capital of the accounting acquiree in a reverse acquisition. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company categorized its fair value measurements within the fair value hierarchy established by generally accepted accounting principles. The hierarchy is based on the valuation inputs used to measure the fair value of the asset. Level 1 inputs are quoted prices in active markets for identical assets; Level 2 inputs are significant other observable inputs; Level 3 inputs are significant unobservable inputs. As of June 30, 2019 and 2018, the Company held certain financial assets and liabilities that are required to be measured at fair value on a recurring basis. All such assets and liabilities are considered to be Level 3 in the fair value hierarchy defined above. |
Derivative Liabilities | Derivative Liabilities The Company generally does not use derivative financial instruments to hedge exposures to cash flow or market risks. However, certain other financial instruments, such as warrants and embedded conversion features on the convertible debt, are classified as derivative liabilities due to protection provisions within the agreements. Such financial instruments are initially recorded at fair value using the Monte Carlo model and subsequently adjusted to fair value at the close of each reporting period. The Company accounts for derivative instruments and debt instruments in accordance with the interpretive guidance of ASC 815, ASU 2017-11, and associated pronouncements related to the classification and measurement of warrants and instruments with conversion features. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which is effective for public entities for annual reporting periods beginning after December 15, 2018. Under ASU 2016-02, lessees will be required to recognize the following for all leases (with the exception of short-term leases) at the commencement date: 1) a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis, and 2) a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. The Company does not expect any material impact of ASU 2016-02 on the consolidated financial statements. In July 2017, the FASB issued ASU 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480) and Derivatives and Hedging (Topic 815): I. Accounting for Certain Financial Instruments with Down Round Features; II. Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Non-controlling Interests with a Scope Exception. Part I of this update addresses the complexity of accounting for certain financial instruments with down round features. Down round features are features of certain equity-linked instruments (or embedded features) that result in the strike price being reduced on the basis of the pricing of future equity offerings. Current accounting guidance creates cost and complexity for entities that issue financial instruments (such as warrants and convertible instruments) with down round features that require fair value measurement of the entire instrument or conversion option. Part II of this update addresses the difficulty of navigating Topic 480, Distinguishing Liabilities from Equity, because of the existence of extensive pending content in the FASB Accounting Standards Codification. This pending content is the result of the indefinite deferral of accounting requirements about mandatorily redeemable financial instruments of certain nonpublic entities and certain mandatorily redeemable non-controlling interests. The amendments in Part II of this update do not have an accounting effect. This ASU is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018. The Company adopted ASU 2017-11 in its consolidated financial statements and related disclosures on January 1, 2019, the first interim period after the effective date of the ASU. In August 2018, the U.S. Securities and Exchange Commission ("SEC") adopted the final rule under SEC Release No. 33-10532 Disclosure Update and Simplification, to eliminate or modify certain disclosure rules that are redundant, outdated, or duplicative of U.S. GAAP or other regulatory requirements. Among other changes, the amendments eliminated the annual requirement to disclose the high and low trading prices of our common stock. In addition, the amendments provide that disclosure requirements related to the analysis of shareholders' equity are expanded for interim financial statements. An analysis of the changes in each caption of shareholders' equity presented in the balance sheet must be provided in a note or separate statement, as well as the amount of dividends per share for each class of shares. This rule was effective on November 5, 2018; and adopted during the year ended June 30, 2019 with little impact on the consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Schedule of Capital Structure | In accordance with ASC 505, Equity, the CompanyÂ’s capital structure is as follows: June 30, 2019 Authorized Issued Outstanding Common stock 4,000,000,000 11,318,901 11,280,276 $.0001 par value, one vote per share Preferred stock 200,000,000 - - $.0001 par value, one vote per share Preferred stock - Class A 750,000 - - $.0001 par value; no voting rights Preferred stock - Class B 1,000,000 - - Voting rights of 10 votes for 1 Preferred B share; 2% preferred dividend payable annually Preferred stock - Class C 9,000,000 - - $.0001 par value; 500 votes per share, convertible to common stock June 30, 2018 Authorized Issued Outstanding Common stock 4,000,000,000 9,655,813 9,655,813 $.0001 par value, one vote per share Preferred stock 200,000,000 - - $.0001 par value, one vote per share Preferred stock - Class A 750,000 - - $.0001 par value; no voting rights Preferred stock - Class B 1,000,000 - - Voting rights of 10 votes for 1 Preferred B share; 2% preferred dividend payable annually Preferred stock - Class C 9,000,000 - - $.0001 par value; 500 votes per share, convertible to common stock |
Schedule of Useful lives of Property and Equipment | Property and equipment at June 30, 2019 and the estimated useful lives used in computing depreciation, are as follows: Furniture and fixtures 5 years Equipment 5 years Vehicles 5 years Property and equipment at June 30, 2018, and the estimated useful lives used in computing depreciation, are as follows: Building 40 years Building improvements 8 years Vehicles 5 years Equipment 5 – 8 years Furniture and fixtures 5 years |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Jun. 30, 2019 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment are comprised of the following at: June 30, 2019 June 30, 2018 Land and buildings $- $ 4,937,069 Building improvements - 363,083 Vehicles 74,755 92,353 Equipment 5,000 1,470,709 Furniture and fixtures 12,598 12,598 92,353 6,875,812 Accumulated depreciation (65,588) (2,621,361) Property and equipment, net $26,765 $ 4,254,451 |
Notes Payable (Tables)
Notes Payable (Tables) | 12 Months Ended |
Jun. 30, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Notes Payable | The Company's long term notes payable obligations to unrelated parties are as follows at: June 30, 2019 June 30, 2018 The Company has a note payable with a bank. Previous terms had maturity set at December 2018 and accrued interest at 2.10% annually. The note agreement was amended and now bears interest at 3.10% and matures in December 2019. The note is guaranteed by a stockholder and collateralized by a certificate of deposit owned by a related party. In May 2018, 50,000 shares of stock were issued to the related party in exchange for a $100,000 reduction in the short-term note balance. $ 274,900 $ 275,000 Note payable to an individual executed March 2018 in which the note accrues interest on the original principal balance at a rate of 6.25% annually. Interest payments are due annually with principal due March 2021. - 75,000 Mortgage payable with interest at 4.75%, and monthly payments of $34,435 through December 31, 2016. The note was modified during 2017. After the modification, the interest rate was 2.5% annually with monthly payments of $15,223 through July 15, 2020, and a balloon payment due at maturity. The mortgage payable is secured by the building and land and guaranteed by related parties. - 4,512,710 Note payable to a financial institution for a vehicle with monthly installments of $153 maturing June 2022. - 6,150 Capital leases with a related party for 3 delivery vehicles with monthly installments ranging from $253 to $461, including 4% to 4.75% interest, maturing over 5-year terms expiring between July 2019 and July 2020. One of the capital leases was paid in full in April 2019 leaving 2 delivery vehicle capital leases remaining. 6,053 17,668 Total Non-Related Party Notes Payable 280,953 4,886,528 Current Portion of Non-Related Party Notes Payable 279,346 362,181 Long-term Portion of Non-Related Party Notes Payable $ 1,607 $ 4,524,347 |
Schedule of Minimum Future Principal Payments | Future minimum principal payments on the non-related party long term notes payable are as follows: Year ending June 30, 2020 $ 279,346 2021 1,607 $ 280,953 |
Schedule of Short-term Notes Payable | The Company's short term notes payable obligations to unrelated parties assumed in the acquisition (Note 11) are as follows: June 30, 2019 June 30, 2018 Note payable to individual and bears interest at a rate of 8% annually and is due on demand. $ - $ 20,000 Note payable to individual and bears interest at a rate of 8% annually and is due on demand. - 10,000 Notes payable to individuals in which the notes accrue interest on the original principal balance at a rate of 6.25% annually and are due on demand. - 60,000 Note payable to an individual in which the note accrues interest on the original principal balance at a rate of 6.25% annually and whose original maturity of August 2018 was extended to August 2019. - 25,000 Note payable to an individual in which the note accrues interest on the original principal balance at a rate of 6.25% annually and is due on demand. - 25,000 Note payable to an individual in which the note accrues interest on the original principal balance at a rate of 10% annually and is due on demand. - 25,000 Total Short Term Non-Related Party Notes Payable $ - $ 165,000 |
Schedule of Convertible Notes Payable | Convertible Notes Payable June 30, 2019 June 30, 2018 On January 16, 2019, the Company signed a convertible promissory note with an investor. The $382,000 note was issued at a discount of $38,200 and bears interest at 12% per year. The Company issued 92,271 common shares to the investor. The note principal and interest are convertible into shares of common stock at the lower of (a) 70% of the lowest traded price of the common stock during the 20 trading days immediately preceding the notice of conversion or (b) $3 per share, beginning in June 2019. The note matures in July 2019 (Note 16). The note has prepayment penalties ranging from 110% to 125% of the principal and interest outstanding if repaid within 60 to 180 days from issuance. $ 382,000 $ - On February 22, 2019, the Company signed a convertible promissory note with an investor. The $200,000 note was issued at a discount of $20,000 and bears interest at 5% per year. The note principal and interest are convertible into shares of common stock at the lower of (a) 70% of the lowest traded price of the common stock during the 20 trading days immediately preceding the notice of conversion or (b) $3 per share, beginning in August 2019. The note matures in November 2019. The note has prepayment penalties ranging from 110% to 125% of the principal and interest outstanding if repaid within 60 to 180 days from issuance. 200,000 - On March 28, 2019, the Company signed a convertible promissory note with an investor. The $225,000 note was issued at a discount of $20,000 and bears interest at 10% per year. The Company issued 25,000 common shares to the investor. Two draws of $112,500 and $56,250 were borrowed under this note. The note principal and interest are convertible into shares of common stock at the lower of (a) 70% of the lowest traded price of the common stock during the 20 trading days immediately preceding the notice of conversion or (b) $3 per share, beginning in September 2019. The note has prepayment penalties ranging from 110% to 125% of the principal and interest outstanding if repaid within 60 to 180 days from issuance. The note matures in March 2020. The Company has $56,250 of available borrowings under this note on June 30, 2019. 168,750 - On April 1, 2019, the Company signed a convertible promissory note with an investor. The $225,000 note was issued at a discount of $25,000 and bears interest at 10% per year. The Company issued 25,000 shares to the investor. An initial draw of $100,000 was borrowed under this note. The note principal and interest are convertible into shares of common stock at the lower of (a) 70% of the lowest traded price of the common stock during the 20 trading days immediately preceding the notice of conversion. The note matures in April 2020. The note has prepayment penalties ranging from 110% to 125% of the principal and interest outstanding if repaid within 60 to 180 days from issuance. The Company has $112,500 of available borrowings under this note at June 30, 2019. 112,500 - On April 29, 2019, the Company signed a convertible promissory note with an investor. The $1,325,000 note was issued at a discount of $92,750 and bears interest at 8% per year. The note principal and interest are convertible into shares of common stock at the lower of (a) 75% of the lowest traded price of the common stock during the 10 trading days immediately preceding the notice of conversion or (b) $2.75 per share. The note matures in April 2020. The note has prepayment penalties of 120% of the sum of the outstanding principal, plus accrued interest, plus defaulted interest, plus any additional principal, plus at the holder's option, any amounts owed to the holder pursuant to any other provision of the note. 1,325,000 - On May 28, 2019, the Company signed a convertible promissory note with an investor. The $322,580 note was issued at a discount of $22,580 and bears interest at 8% per year. The note principal and interest are convertible into shares of common stock at the lower of (a) 75% of the lowest traded price of the common stock during the 10 trading days immediately preceding the notice of conversion or (b) $2.75 per share beginning in November 2019. The note matures in May 2020. The note has prepayment penalties of 120% of the principal and interest outstanding if repaid before 180 days from issuance. 322,580 - On June 18, 2019, the Company signed a convertible promissory note with an investor. The $366,120 note was issued at a discount of $27,120 and bears interest at 8% per year. The note principal and interest are convertible into shares of common stock at 75% of the lowest traded price of the common stock during the 10 trading days immediately preceding the notice of conversion. The note matures in May 2020. The note has prepayment penalties of 120% of the principal and interest outstanding if repaid before 180 days from issuance. 366,120 - Total Convertible Notes Payable 2,876,950 - Less: Unamortized original issue discounts 752,126 - Current Portion of Convertible Notes Payable 2,124,824 - Long-term Portion of Convertible Notes Payable $ - $ - |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Jun. 30, 2019 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Values Determined by Level 3 Inputs | The following table presents information about the assets and liabilities that are measured at fair value on a recurring basis at June 30, 2019 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. In general, fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical instruments. Fair values determined by Level 2 inputs utilize data points that are observable such as quoted prices, interest rates, and yield curves. Fair values determined by Level 3 inputs are unobservable data points for the financial instrument, and included situations where there is little, if any, market activity for the instrument: Liabilities: Total Level 1 Level 2 Level 3 Original issue discount, convertible debt $ 979,569 $ - $ - $ 979,569 Derivative liability, warrants 46,375 - - 46,375 Total: $ 1,025,944 $ - $ - $ 1,025,944 |
Schedule of Derivative Liability Valued Using Monte Carlo Pricing Model | The derivative liability was valued using the Monte Carlo pricing model with the following inputs at June 30, 2019: Risk-free interest rate: 1.72 -2.83% Expected dividend yield: 0.00% Expected stock price volatility: 180.00% Expected option life in years: 2.80 -3.00 years |
Schedule of Reconciliation of Changes in Fair Value of Convertible Debt | The following table sets forth a reconciliation of changes in the fair value of the CompanyÂ’s convertible debt components classified as Level 3 in the fair value hierarchy at June 30, 2019: Beginning balance $ - Convertible Securities at inception 1,238,359 Settlement of conversion features and warrants (301,613) Realized (83,487) Unrealized 172,685 Ending balance $ 1,025,944 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Jun. 30, 2019 | |
Related Party Transactions [Abstract] | |
Schedule of Notes Payable Obligations to Related Parties Assumed in Acquisition | The Company's notes payable obligations to related parties are as follows: June 30, 2019 June 30, 2018 Note payable to a related party in which the notes accrues interest on the original principal balance at a rate of 8% annually and is due on demand. - $15,000 Note payable to a stockholder in which the note principal plus interest of $10,000 is payable in December 2019. 200,000 - Various notes payable to a related party in which the note accrues interest on the original principal balance at a rate of 6.25% annually and is due on demand. - 91,000 Note payable to a related party in which the note accrues interest on the original principal balance at a rate of 6.25% annually and is due in August 2019. - 8,000 Notes payable to a related party in which the note bears no interest and is due on demand. - 25,000 Note payable to a related party in which the note accrues interest on the original principal balance at a rate of 9% annually and matures in October 2019. - 125,000 Note payable to an individual executed February 2018 in which the note accrues interest on the original principal balance at a rate of 18% annually and is due on demand. - 10,000 Various notes payable to a related party in which the note accrues interest on the original principal balance at a rate of 10% annually through December 31, 2016 at which time the interest rate was reduced to 6.25% interest annually. The notes are scheduled to mature at various dates through July 2021. - 211,534 Total Related Party Notes Payable 200,000 485,534 Current Portion of Related Party Notes Payable 200,000 485,534 Long-term Portion of Related Party Notes Payable $ - $ - |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Jun. 30, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of Effective Tax Rate Differed from Federal Statutory Income Tax Rate | The CompanyÂ’s effective tax rate differed from the federal statutory income tax rate for the year ended June 30, 2019 and the three months ended June 30, 2018 as follows: Federal statutory rate 21% State tax, net of federal tax effect 5.75% Valuation allowance -27% Effective tax rate 0% |
Schedule of Deferred Tax Assets and Liabilities | The CompanyÂ’s deferred tax assets and liabilities as of June 30, 2019 and 2018, are summarized as follows: June 30, 2019 June 30, 2018 Federal Deferred tax assets $ 2,980,100 $ 2,205,200 Less valuation allowance (2,980,100) (2,205,200) Deferred tax liabilities - - - - State Deferred tax assets 866,300 595,600 Less valuation allowance (866,300) (595,600) Deferred tax liabilities - - - - Net Deferred Tax Assets $ - $ - |
Schedule of Significant Components of Deferred Tax Assets | The significant components of deferred tax assets as of June 30, 2019 and 2018, are as follows: June 30, 2019 June 30, 2018 Net operating loss carryforwards $ 3,811,900 $ 2,727,900 Valuation allowance (3,846,400) (2,800,800) Property and equipment 7,100 72,500 Inventory allowance 5,400 - Warranty accrual 22,000 400 Net Deferred Tax Assets $ - $ - |
Reverse Acquisition (Tables)
Reverse Acquisition (Tables) | 12 Months Ended |
Jun. 30, 2019 | |
Business Combinations [Abstract] | |
Schedule of preliminary allocation of fair value of assets and liabilities | The following table summarizes the preliminary allocation of the fair value of the assets and liabilities as of the merger date through pushdown accounting. The preliminary allocation to certain assets and/or liabilities may be adjusted by material amounts as the Company finalizes fair value estimates. Assets Cash $ 22,205 Property and equipment 4,209,995 Other 20,716 Other assets 1,511,844 Goodwill 892,312 Total Assets 6,657,072 Liabilities Accounts payable 208,763 Long-term debt 4,593,851 Short-term debt 799,534 Accrued interest 78,948 Other 83,664 Total Liabilities 5,764,760 Net Assets $ 892,312 Consideration $ 58,092 Fair value of noncontrolling Interest 834,220 892,312 |
Schedule of identifiable assets and liabilities | The following table presents a summary of EntertainmentÂ’s identifiable assets and liabilities at February 6, 2019, the date of the sale: Assets Cash $ 36,290 Property and equipment, net 4,006,426 Receivables 4,500 Inventories 5,610 Other assets 1,522,714 Total Assets 5,575,540 Liabilities Accounts payable 22,424 Debt 5,393,623 Accrued expenses 127,481 Total Liabilities 5,543,528 Net Assets 32,012 Noncash consideration for net assets of Entertainment 92,700 Gain on Sale $ 60,668 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 12 Months Ended |
Jun. 30, 2019 | |
Segment Reporting [Abstract] | |
Schedule of Operating Information | The following table summarizes operating results for the year ended June 30, 2019 for Technology and the period from July 1, 2018 to February 6, 2019 for Entertainment: Revenues Technology Entertainment Technology $ 1,292,353 $ - Entertainment - 589,705 Cost of Sales Technology 1,545,093 - Entertainment - 221,238 Gross Profit (252,740) 368,467 General and Administrative Expenses Technology 5,410,650 - Entertainment - 427,620 Other Income (Expense) Technology (966,279) - Entertainment - 25,705 Net Loss $ (6,629,669) $ (33,448) |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Narrative) (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2019 | Feb. 06, 2019 | |
Accounting Policies [Abstract] | |||
Increase in Authorized shares of Common stock | 4,000,000,000 | 4,000,000,000 | |
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | |
Accrued Expense | $ 1,350 | $ 82,350 | |
Warranty expenses | 1,350 | 87,374 | |
Depreciation expense | 5,222 | $ 221,260 | |
Number of Common shares exchange | 38,625 | ||
Common shares reserved under terms of the convertible debt agreements and Stock Plan | 102,023,065 | ||
Restricted common shares issued | 8,945,393 | ||
Accrued payable | $ 209,316 | ||
Accounts receivable - unbilled | 247,007 | ||
Inventory reserves | $ 0 | $ 20,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Schedule of Capital Structure) (Details) - $ / shares | Jun. 30, 2019 | Jun. 30, 2018 |
Common Stock, Shares Authorized | 4,000,000,000 | 4,000,000,000 |
Common Stock, Shares, Issued | 11,318,901 | 9,655,813 |
Common Stock, Shares, Outstanding | 11,318,901 | 9,655,813 |
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Preferred Stock, Shares Authorized | 200,000,000 | 200,000,000 |
Preferred Class A [Member] | ||
Preferred Stock, Shares Authorized | 750,000 | 750,000 |
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Preferred Class B [Member] | ||
Preferred Stock, Shares Authorized | 1,000,000 | 1,000,000 |
Preferred Class C [Member] | ||
Preferred Stock, Shares Authorized | 9,000,000 | 9,000,000 |
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Schedule of Useful lives of Property and Equipment) (Details) | 3 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Jun. 30, 2019 | |
Furniture and fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 5 years | 5 years |
Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 5 years | |
Equipment | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 5 years | |
Equipment | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 8 years | |
Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 5 years | 5 years |
Building [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 40 years | |
Building Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 8 years |
Property and Equipment (Schedul
Property and Equipment (Schedule of Property and Equipment) (Details) - USD ($) | Jun. 30, 2019 | Jun. 30, 2018 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Gross | $ 92,353 | $ 6,875,812 |
Accumulated depreciation | (65,588) | (2,621,361) |
Property and equipment, net | 26,765 | 4,254,451 |
Land and buildings [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Gross | 4,937,069 | |
Building improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Gross | 363,083 | |
Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Gross | 74,755 | 92,353 |
Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Gross | 5,000 | 1,470,709 |
Furniture and fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Gross | $ 12,598 | $ 12,598 |
Line of Credit (Details)
Line of Credit (Details) - USD ($) | 12 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2017 | |
Line of Credit Facility [Abstract] | |||
Line of credit maximum borrowing capacity | $ 1,250,000 | $ 750,000 | |
Interest rate basis | prime plus 0.05% | prime plus 1% | |
Interest rate | 6.00% | 5.50% | 2.50% |
Debt maturity | Dec. 31, 2019 | Jul. 15, 2020 | |
Line of credit | $ 1,230,550 | $ 547,603 | |
Minimum average bank balance | $ 50,000 | ||
Percentage of curtailment of outstanding balance | 20.00% | ||
Number of common stock owned by two stockholders | 850,000 |
Notes Payable (Narrative) (Deta
Notes Payable (Narrative) (Details) - USD ($) | Apr. 01, 2019 | Jun. 18, 2019 | May 28, 2019 | Apr. 29, 2019 | Mar. 28, 2019 | Feb. 22, 2019 | Jan. 16, 2019 | May 31, 2018 | Jun. 30, 2018 | Jun. 30, 2019 | Dec. 31, 2017 | Feb. 06, 2019 | Dec. 31, 2016 |
Debt Instrument [Line Items] | |||||||||||||
Notes Payable | $ 4,524,347 | $ 1,607 | $ 15,223 | ||||||||||
Interest rate | 5.50% | 6.00% | 2.50% | ||||||||||
Debt maturity | Dec. 31, 2019 | Jul. 15, 2020 | |||||||||||
Interest accretion | $ 644,055 | ||||||||||||
Share Issued | 50,000 | ||||||||||||
Stock issued in excahnge of reduction in short- term notes value | $ 100,000 | $ 1,367,500 | $ 637,000 | ||||||||||
Accrued interest | 4.00% | ||||||||||||
Number of Common shares exchange | 38,625 | ||||||||||||
Unexercised warrants outstanding | $ 277,342 | ||||||||||||
Unexercised warrants price per share | $ 4 | ||||||||||||
Expiration period | 36 months | ||||||||||||
Exercise price | $ 1.325 | ||||||||||||
Outstanding warrants expired | between November 29, 2021 and April 17, 2022 | ||||||||||||
Individual [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt maturity | Mar. 31, 2021 | ||||||||||||
Accrued interest | 6.25% | ||||||||||||
Bank [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Interest rate | 3.10% | ||||||||||||
Debt maturity | Dec. 31, 2019 | ||||||||||||
Mortgage Payable [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Notes Payable | $ 34,435 | ||||||||||||
Interest rate | 4.75% | ||||||||||||
Financial Institution [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Notes Payable | $ 153 | ||||||||||||
Debt maturity | Jun. 30, 2022 | ||||||||||||
Financial Institution [Member] | Minimum [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Notes Payable | $ 253 | ||||||||||||
Interest rate | 4.00% | ||||||||||||
Debt maturity | Jul. 31, 2019 | ||||||||||||
Financial Institution [Member] | Maximum [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Notes Payable | $ 461 | ||||||||||||
Interest rate | 4.75% | ||||||||||||
Debt maturity | Jul. 31, 2020 | ||||||||||||
Notes Payable [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Interest rate | 8.00% | ||||||||||||
Notes Payable One [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Interest rate | 8.00% | ||||||||||||
Notes Payable Two [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Interest rate | 6.25% | ||||||||||||
Notes Payable Three [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Interest rate | 6.25% | ||||||||||||
Debt maturity | Aug. 31, 2019 | ||||||||||||
Notes Payable Four [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Interest rate | 6.25% | ||||||||||||
Notes Payable Five [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Interest rate | 10.00% | ||||||||||||
Convertible Notes Payable [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Notes Payable | $ 382,000 | ||||||||||||
Amounts withdraw | $ 112,500 | ||||||||||||
Debt discount | $ 38,200 | ||||||||||||
Interest rate | 12.00% | ||||||||||||
Debt maturity | Jun. 30, 2019 | ||||||||||||
Interest expense | 89,279 | ||||||||||||
Interest accretion | 644,055 | ||||||||||||
Prepayment penalties | 134,461 | ||||||||||||
Percentage of lowest traded price | 70.00% | ||||||||||||
Conversion price | $ 3 | ||||||||||||
Convertible Notes Payable [Member] | Transaction One [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Available borrowings | $ 56,250 | ||||||||||||
Convertible Notes Payable [Member] | Investor [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Share Issued | 92,271 | ||||||||||||
Convertible Notes Payable [Member] | Minimum [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Prepayment penalties, percentage | 110.00% | ||||||||||||
Convertible Notes Payable [Member] | Maximum [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Prepayment penalties, percentage | 125.00% | ||||||||||||
Convertible Notes Payable One [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Notes Payable | $ 200,000 | ||||||||||||
Debt discount | $ 20,000 | ||||||||||||
Interest rate | 5.00% | ||||||||||||
Debt maturity | Nov. 30, 2019 | ||||||||||||
Percentage of lowest traded price | 70.00% | ||||||||||||
Conversion price | $ 3 | ||||||||||||
Convertible Notes Payable One [Member] | Minimum [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Prepayment penalties, percentage | 110.00% | ||||||||||||
Convertible Notes Payable One [Member] | Maximum [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Prepayment penalties, percentage | 125.00% | ||||||||||||
Convertible Notes Payable Two [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Notes Payable | $ 225,000 | ||||||||||||
Debt discount | $ 20,000 | ||||||||||||
Interest rate | 10.00% | ||||||||||||
Debt maturity | Mar. 31, 2020 | ||||||||||||
Percentage of lowest traded price | 70.00% | ||||||||||||
Conversion price | $ 3 | ||||||||||||
Convertible Notes Payable Two [Member] | Investor [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Share Issued | 25,000 | ||||||||||||
Convertible Notes Payable Two [Member] | Minimum [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Prepayment penalties, percentage | 110.00% | ||||||||||||
Convertible Notes Payable Two [Member] | Maximum [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Prepayment penalties, percentage | 125.00% | ||||||||||||
Convertible Notes Payable Three [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Notes Payable | $ 225,000 | ||||||||||||
Debt discount | $ 25,000 | ||||||||||||
Interest rate | 10.00% | ||||||||||||
Debt maturity | Apr. 30, 2020 | ||||||||||||
Percentage of lowest traded price | 70.00% | ||||||||||||
Convertible Notes Payable Three [Member] | Investor [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Share Issued | 25,000 | ||||||||||||
Convertible Notes Payable Three [Member] | Minimum [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Prepayment penalties, percentage | 110.00% | ||||||||||||
Convertible Notes Payable Three [Member] | Maximum [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Prepayment penalties, percentage | 125.00% | ||||||||||||
Convertible Notes Payable Four [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Notes Payable | $ 1,325,000 | ||||||||||||
Debt discount | $ 92,750 | ||||||||||||
Interest rate | 8.00% | ||||||||||||
Debt maturity | Apr. 30, 2020 | ||||||||||||
Prepayment penalties, percentage | 120.00% | ||||||||||||
Percentage of lowest traded price | 75.00% | ||||||||||||
Conversion price | $ 2.75 | ||||||||||||
Convertible Notes Payable Five [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Notes Payable | $ 322,580 | ||||||||||||
Debt discount | $ 22,580 | ||||||||||||
Interest rate | 8.00% | ||||||||||||
Debt maturity | May 31, 2020 | ||||||||||||
Prepayment penalties, percentage | 120.00% | ||||||||||||
Percentage of lowest traded price | 75.00% | ||||||||||||
Conversion price | $ 2.75 | ||||||||||||
Convertible Notes Payable Six [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Notes Payable | $ 366,120 | ||||||||||||
Debt discount | $ 27,120 | ||||||||||||
Interest rate | 8.00% | ||||||||||||
Debt maturity | May 31, 2020 | ||||||||||||
Prepayment penalties, percentage | 120.00% | ||||||||||||
Percentage of lowest traded price | 75.00% |
Notes Payable (Schedule of long
Notes Payable (Schedule of long-term Notes Payable) (Details) - USD ($) | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2017 |
Debt Instrument [Line Items] | |||
Total Non-Related Party Notes Payable | $ 280,953 | $ 4,886,528 | |
Current Portion of Non-Related Party Notes Payable | 279,346 | 362,181 | |
Long-term Portion of Non-Related Party Notes Payable | 1,607 | 4,524,347 | $ 15,223 |
Notes Payable [Member] | |||
Debt Instrument [Line Items] | |||
Total Non-Related Party Notes Payable | 274,900 | 275,000 | |
Notes Payable One [Member] | |||
Debt Instrument [Line Items] | |||
Total Non-Related Party Notes Payable | 75,000 | ||
Notes Payable Two [Member] | |||
Debt Instrument [Line Items] | |||
Total Non-Related Party Notes Payable | 4,512,710 | ||
Notes Payable Three [Member] | |||
Debt Instrument [Line Items] | |||
Total Non-Related Party Notes Payable | 6,150 | ||
Notes Payable Four [Member] | |||
Debt Instrument [Line Items] | |||
Total Non-Related Party Notes Payable | $ 6,053 | $ 17,668 |
Notes Payable (Schedule of Futu
Notes Payable (Schedule of Future minimum principal payments on the non-related party long term notes payable) (Details) - USD ($) | Jun. 30, 2019 | Jun. 30, 2018 |
Debt Disclosure [Abstract] | ||
2020 | $ 279,346 | |
2021 | 1,607 | |
Long-term Debt | $ 280,953 | $ 4,886,528 |
Notes Payable (Schedule of Shor
Notes Payable (Schedule of Short-term Notes Payable) (Details) - USD ($) | Jun. 30, 2019 | Jun. 30, 2018 |
Debt Instrument [Line Items] | ||
Total Short Term Non-Related Party Notes Payable | $ 165,000 | |
Notes Payable [Member] | ||
Debt Instrument [Line Items] | ||
Total Short Term Non-Related Party Notes Payable | 20,000 | |
Notes Payable One [Member] | ||
Debt Instrument [Line Items] | ||
Total Short Term Non-Related Party Notes Payable | 10,000 | |
Notes Payable Two [Member] | ||
Debt Instrument [Line Items] | ||
Total Short Term Non-Related Party Notes Payable | 60,000 | |
Notes Payable Three [Member] | ||
Debt Instrument [Line Items] | ||
Total Short Term Non-Related Party Notes Payable | 25,000 | |
Notes Payable Four [Member] | ||
Debt Instrument [Line Items] | ||
Total Short Term Non-Related Party Notes Payable | 250,000 | |
Notes Payable Five [Member] | ||
Debt Instrument [Line Items] | ||
Total Short Term Non-Related Party Notes Payable | $ 25,000 |
Notes Payable (Schedule of Conv
Notes Payable (Schedule of Convertible Notes Payable) (Details) - USD ($) | Jun. 30, 2019 | Jun. 30, 2018 |
Debt Instrument [Line Items] | ||
Total Convertible Notes Payable | $ 2,876,950 | |
Less: Unamortized original issue discounts | 752,126 | |
Current Portion of Convertible Notes Payable | 2,124,824 | |
Long-term Portion of Convertible Notes Payable | ||
Convertible Notes Payable [Member] | ||
Debt Instrument [Line Items] | ||
Total Convertible Notes Payable | 382,000 | |
Convertible Notes Payable one [Member] | ||
Debt Instrument [Line Items] | ||
Total Convertible Notes Payable | 200,000 | |
Convertible Notes Payable Two [Member] | ||
Debt Instrument [Line Items] | ||
Total Convertible Notes Payable | 168,750 | |
Convertible Notes Payable Three [Member] | ||
Debt Instrument [Line Items] | ||
Total Convertible Notes Payable | 112,500 | |
Convertible Notes Payable Four [Member] | ||
Debt Instrument [Line Items] | ||
Total Convertible Notes Payable | 1,325,000 | |
Convertible Notes Payable Five [Member] | ||
Debt Instrument [Line Items] | ||
Total Convertible Notes Payable | 322,580 | |
Convertible Notes Payable Six [Member] | ||
Debt Instrument [Line Items] | ||
Total Convertible Notes Payable | $ 366,120 |
Fair Value Measurements (Narrat
Fair Value Measurements (Narrative) (Details) | 12 Months Ended |
Jun. 30, 2019 | |
Expected dividend yield [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Significant unobservable valuation inputs | 0.00% |
Risk-free interest rate [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Significant unobservable valuation inputs | 1.72 -2.83% |
Expected stock price volatility [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Significant unobservable valuation inputs | 180.00% |
Convertible notes [Member] | Expected dividend yield [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Significant unobservable valuation inputs | 0% |
Convertible notes [Member] | Risk-free interest rate [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Significant unobservable valuation inputs | 2.61% |
Convertible notes [Member] | Expected stock price volatility [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Significant unobservable valuation inputs | 180% |
Fair Value Measurements (Schedu
Fair Value Measurements (Schedule of Fair Values Determined by Level 3 Inputs) (Details) - Recurring [Member] | Jun. 30, 2019USD ($) |
Liabilities: | |
Original issue discount, convertible debt | $ 979,569 |
Derivative liability, warrants | 46,375 |
Total: | 1,025,944 |
Level 1 [Member] | |
Liabilities: | |
Original issue discount, convertible debt | |
Derivative liability, warrants | |
Total: | |
Level 2 [Member] | |
Liabilities: | |
Original issue discount, convertible debt | |
Derivative liability, warrants | |
Total: | |
Level 3 [Member] | |
Liabilities: | |
Original issue discount, convertible debt | 979,569 |
Derivative liability, warrants | 46,375 |
Total: | $ 1,025,944 |
Fair Value Measurements (Sche_2
Fair Value Measurements (Schedule of Derivative Liability Valued Using Monte Carlo Pricing Model) (Details) | 12 Months Ended |
Jun. 30, 2019 | |
Risk-free interest rate [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Derivative Liability Valued Using Monte Carlo Pricing Model | 1.72 -2.83% |
Expected dividend yield [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Derivative Liability Valued Using Monte Carlo Pricing Model | 0.00% |
Expected stock price volatility [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Derivative Liability Valued Using Monte Carlo Pricing Model | 180.00% |
Expected option life in years [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Derivative Liability Valued Using Monte Carlo Pricing Model | 2.80 -3.00 years |
Fair Value Measurements (Sche_3
Fair Value Measurements (Schedule of Reconciliation of Changes in Fair Value of Convertible Debt) (Details) | 12 Months Ended |
Jun. 30, 2019USD ($) | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Beginning balance | |
Settlement of conversion features and warrants | 301,575 |
Ending balance | 1,025,944 |
Level 3 [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Beginning balance | |
Convertible Securities at inception | 1,238,359 |
Settlement of conversion features and warrants | (301,613) |
Realized | (83,487) |
Unrealized | 172,685 |
Ending balance | $ 1,025,944 |
Related Party Transactions (Nar
Related Party Transactions (Narrative) (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||
Dec. 31, 2019 | May 31, 2018 | Jun. 30, 2018 | Jun. 30, 2019 | Dec. 31, 2017 | Dec. 31, 2016 | |
Related Party Transaction [Line Items] | ||||||
Accrued interest | 4.00% | |||||
Interest | $ 10,000 | |||||
Interest rate | 5.50% | 6.00% | 2.50% | |||
Debt maturity | Dec. 31, 2019 | Jul. 15, 2020 | ||||
Advances from shareholders | $ 260,173 | |||||
Collateral fee | $ 7,500 | |||||
Lease Expired | Dec. 31, 2018 | |||||
Operating Leases, Rent Expense | 5,150 | $ 18,000 | ||||
Share Issued | 50,000 | |||||
Stock issued in excahnge of reduction in short- term notes value | $ 100,000 | $ 1,367,500 | 637,000 | |||
Short term commercial deposite | 274,900 | |||||
Monthly lease payment | $ 1,500 | |||||
Related Party Note Payable - 1 [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Accrued interest | 8.00% | |||||
Related Party Note Payable - 2 [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Debt maturity | Dec. 31, 2019 | |||||
Related Party Note Payable - 3 [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Accrued interest | 6.25% | |||||
Related Party Note Payable - 4 [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Accrued interest | 6.25% | |||||
Debt maturity | Aug. 31, 2019 | |||||
Related Party Note Payable - 5 [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Accrued interest | ||||||
Related Party Note Payable - 6 [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Accrued interest | 9.00% | |||||
Debt maturity | Oct. 31, 2019 | |||||
Related Party Note Payable - 7 [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Accrued interest | 18.00% | |||||
Related Party Note Payable - 8 [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Accrued interest | 10.00% | |||||
Interest rate | 6.25% | |||||
Debt maturity | Jul. 31, 2021 |
Related Party Transactions (Sch
Related Party Transactions (Schedule of Notes Payable Obligations to Related Parties Assumed in Acquisition) (Details) - USD ($) | Jun. 30, 2019 | Jun. 30, 2018 |
Related Party Transaction [Line Items] | ||
Related Party Notes Payable | $ 200,000 | $ 485,534 |
Current Portion of Related Party Notes Payable | 200,000 | 485,534 |
Long-term Portion of Related Party Notes Payable | ||
Long-term Note Payable to Related Party - 1 [Member] | ||
Related Party Transaction [Line Items] | ||
Related Party Notes Payable | 15,000 | |
Long-term Note Payable to Related Party - 2 [Member] | ||
Related Party Transaction [Line Items] | ||
Related Party Notes Payable | 200,000 | |
Long-term Note Payable to Related Party - 3 [Member] | ||
Related Party Transaction [Line Items] | ||
Related Party Notes Payable | 91,000 | |
Long-term Note Payable to Related Party - 4 [Member] | ||
Related Party Transaction [Line Items] | ||
Related Party Notes Payable | 8,000 | |
Long-term Note Payable to Related Party - 5 [Member] | ||
Related Party Transaction [Line Items] | ||
Related Party Notes Payable | 25,000 | |
Long-term Note Payable to Related Party - 6 [Member] | ||
Related Party Transaction [Line Items] | ||
Related Party Notes Payable | 125,000 | |
Long-term Note Payable to Related Party - 7 [Member] | ||
Related Party Transaction [Line Items] | ||
Related Party Notes Payable | 10,000 | |
Long-term Note Payable to Related Party - 8 [Member] | ||
Related Party Transaction [Line Items] | ||
Related Party Notes Payable | $ 211,534 |
Lease Agreements (Narrative) (D
Lease Agreements (Narrative) (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2019 | Dec. 31, 2017 | |
Notes Payable | $ 4,524,347 | $ 1,607 | $ 15,223 |
Interest rate | 5.50% | 6.00% | 2.50% |
Debt maturity | Dec. 31, 2019 | Jul. 15, 2020 | |
Monthly lease payment | $ 1,500 | ||
Operating Leases, Rent Expense | $ 4,500 | 9,000 | |
Financial Institution [Member] | |||
Notes Payable | $ 153 | ||
Debt maturity | Jun. 30, 2022 | ||
Monthly lease payment | $ 813 | ||
Lease term | 5 years | ||
Financial Institution [Member] | Minimum [Member] | |||
Notes Payable | $ 253 | ||
Interest rate | 4.00% | ||
Debt maturity | Jul. 31, 2019 | ||
Financial Institution [Member] | Maximum [Member] | |||
Notes Payable | $ 461 | ||
Interest rate | 4.75% | ||
Debt maturity | Jul. 31, 2020 |
Equity (Details)
Equity (Details) - USD ($) | Feb. 06, 2019 | Mar. 31, 2019 | May 31, 2018 | Mar. 31, 2018 | Jun. 30, 2018 | Jun. 30, 2019 |
Class of Stock [Line Items] | ||||||
Reverse stock split | every 350 shares of common stock outstanding (1:350 Reverse Stock Split). | |||||
Share Issued | 50,000 | |||||
Proceeds from shares issuance | $ 1,367,500 | $ 637,000 | ||||
Reverse Stock Split shares issued | 3,018 | 910 | ||||
Share issued value | $ 100,000 | $ 1,367,500 | $ 637,000 | |||
Consideration amount | $ 302,271 | |||||
Shares repurchased during period | 38,625 | |||||
Shares cancelled during period | 60,000 | |||||
Related Party [Member] | ||||||
Class of Stock [Line Items] | ||||||
Reverse Stock Split shares issued | 143 | |||||
Share issued value | $ 100,000 | |||||
consulting services [Member] | ||||||
Class of Stock [Line Items] | ||||||
Share Issued | 100 | 346,618 | ||||
Share issued value | $ 70,000 | $ 800,751 | ||||
Stock Plan [Member] | ||||||
Class of Stock [Line Items] | ||||||
Shares awarded under stock plan | 510,000 | 510,000 | ||||
Investor [Member] | ||||||
Class of Stock [Line Items] | ||||||
Warrant exercised | 381,944 | |||||
Private Placement [Member] | ||||||
Class of Stock [Line Items] | ||||||
Sale of Stock, Price Per Share | $ 2 | |||||
Share Issued | 1,500,000 | |||||
Convertible debt holders [Member] | ||||||
Class of Stock [Line Items] | ||||||
Ownership percentage | 4.00% | |||||
Preferred Class C [Member] | ||||||
Class of Stock [Line Items] | ||||||
Ownership percentage | 89.00% | |||||
Shareholders [Member] | ||||||
Class of Stock [Line Items] | ||||||
Ownership percentage | 7.00% |
Income Taxes (Narrative) (Detai
Income Taxes (Narrative) (Details) | 1 Months Ended | 3 Months Ended | 12 Months Ended |
Jun. 22, 2018 | Jun. 30, 2018 | Jun. 30, 2019 | |
Operating Loss Carryforwards [Line Items] | |||
Corporate income tax rate | 21.00% | 21.00% | |
Minimum [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Corporate income tax rate | 21.00% | ||
Operating loss carryforwards expiration date | Jun. 30, 2020 | ||
Maximum [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Corporate income tax rate | 35.00% | ||
Operating loss carryforwards expiration date | Jun. 30, 2038 |
Income Taxes (Schedule of Effec
Income Taxes (Schedule of Effective Tax Rate Differed from Federal Statutory Income Tax Rate) (Details) | 3 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Jun. 30, 2019 | |
Income Tax Disclosure [Abstract] | ||
Federal statutory rate | 21.00% | 21.00% |
State tax, net of federal tax effect | 5.75% | 5.75% |
Valuation allowance | (27.00%) | (27.00%) |
Effective tax rate | 0.00% | 0.00% |
Income Taxes (Schedule of Defer
Income Taxes (Schedule of Deferred Tax Assets and Liabilities) (Details) - USD ($) | Jun. 30, 2019 | Jun. 30, 2018 |
Less valuation allowance | $ (3,846,400) | $ (2,800,800) |
Net Deferred Tax Assets | ||
Federal [Member] | ||
Deferred tax assets | 2,980,100 | 2,205,200 |
Less valuation allowance | (2,980,100) | (2,205,200) |
Deferred tax liabilities | ||
Net Deferred Tax Assets | ||
State [Member] | ||
Deferred tax assets | 866,300 | 595,600 |
Less valuation allowance | (866,300) | (595,600) |
Deferred tax liabilities | ||
Net Deferred Tax Assets |
Income Taxes (Schedule of Signi
Income Taxes (Schedule of Significant Components of Deferred Tax Assets) (Details) - USD ($) | Jun. 30, 2019 | Jun. 30, 2018 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforwards | $ 3,811,900 | $ 2,727,900 |
Valuation allowance | (3,846,400) | (2,800,800) |
Property and equipment | 7,100 | 72,500 |
Inventory allowance | 5,400 | |
Warranty accrual | 22,000 | 400 |
Net Deferred Tax Assets |
Commitments, Contingencies, a_2
Commitments, Contingencies, and Concentrations (Details) | 3 Months Ended | 12 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Accounts receivable [Member] | One customer [Member] | |||
Concentration Risk [Line Items] | |||
Concentrations risk | 86.00% | ||
Accounts receivable [Member] | Three customer [Member] | |||
Concentration Risk [Line Items] | |||
Concentrations risk | 87.00% | ||
Revenue [Member] | Three customer [Member] | |||
Concentration Risk [Line Items] | |||
Concentrations risk | 61.00% | ||
Revenue [Member] | Four customer [Member] | |||
Concentration Risk [Line Items] | |||
Concentrations risk | 79.00% |
Material Agreements (Details)
Material Agreements (Details) - USD ($) | Jun. 10, 2019 | Jul. 31, 2019 | Jul. 31, 2019 | May 31, 2019 | May 31, 2018 | Sep. 30, 2019 | Sep. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 |
Other Commitments [Line Items] | |||||||||
Shares issued | 50,000 | ||||||||
Shares issued for services, value | $ 70,000 | ||||||||
Subsequent Event [Member] | Consultant [Member] | |||||||||
Other Commitments [Line Items] | |||||||||
Shares issued for services | 60,000 | ||||||||
Subsequent Event [Member] | Financial advisor [Member] | |||||||||
Other Commitments [Line Items] | |||||||||
Shares issued for services | 250,000 | ||||||||
Consulting Agreement [Member] | |||||||||
Other Commitments [Line Items] | |||||||||
Receivables from consulting service | $ 15,000 | ||||||||
Consulting service fees and expense | 95,000 | 261,000 | |||||||
Monthly payment terms of common stock at renewal | $ 15,000 | ||||||||
Monthly payment terms of shares of common stock at renewal | 450,000 | ||||||||
Consulting Agreement [Member] | Subsequent Event [Member] | |||||||||
Other Commitments [Line Items] | |||||||||
Shares issued for services | 210,000 | ||||||||
Shares issued for services, value | $ 400,000 | ||||||||
Consulting Agreement [Member] | Stock Plan [Member] | |||||||||
Other Commitments [Line Items] | |||||||||
Shares issued | 450,000 | ||||||||
Agency Agreement [Member] | |||||||||
Other Commitments [Line Items] | |||||||||
Consulting service fees and expense | $ 98,400 | ||||||||
Shares issued | 46,618 | ||||||||
Agency Agreement [Member] | Minimum [Member] | |||||||||
Other Commitments [Line Items] | |||||||||
Percentage of finder's fee | 4.00% | ||||||||
Agency Agreement [Member] | Maximum [Member] | |||||||||
Other Commitments [Line Items] | |||||||||
Percentage of finder's fee | 8.00% | ||||||||
Master Service Agreement [Member] | |||||||||
Other Commitments [Line Items] | |||||||||
Consulting service fees and expense | $ 300,000 | ||||||||
Common stock | 300,000 | ||||||||
Consulting Agreement May 2017 [Member] | |||||||||
Other Commitments [Line Items] | |||||||||
Shares owed by consultant | 210,000 | ||||||||
Consulting Agreement May 2018 [Member] | |||||||||
Other Commitments [Line Items] | |||||||||
Consulting service fees and expense | $ 27,000 | $ 222,500 | |||||||
Shares issued for services | 10,000 | ||||||||
Consulting Agreement May 2018 [Member] | Advisor [Member] | |||||||||
Other Commitments [Line Items] | |||||||||
Consulting service fees and expense | $ 4,000 | ||||||||
Shares issued for services | 10,000 | ||||||||
Shares issued for services, value | $ 15,000 | ||||||||
Consulting Agreement April 2018 [Member] | |||||||||
Other Commitments [Line Items] | |||||||||
Consulting service fees and expense | $ 100,000 | 60,000 | |||||||
Shares issued for services | 25,000 | ||||||||
Consulting Agreement April 2018 [Member] | Advisor [Member] | |||||||||
Other Commitments [Line Items] | |||||||||
Minimum purchase commitment | 2,000,000 | ||||||||
Consulting service fees and expense | $ 25,000 | ||||||||
Shares issued for services | 25,000 | ||||||||
Capital Transaction Services Agreement [Member] | |||||||||
Other Commitments [Line Items] | |||||||||
Consulting service fees and expense | $ 3,500 | ||||||||
Business Development and Marketing Agreement [Member] | |||||||||
Other Commitments [Line Items] | |||||||||
Consulting service fees and expense | $ 20,000 | 35,000 | |||||||
Shares issued | 15,000 | ||||||||
Business Development and Marketing Agreement [Member] | Subsequent Event [Member] | Consultant [Member] | |||||||||
Other Commitments [Line Items] | |||||||||
Shares issued for services | 60,000 | ||||||||
Financial Advisory Engagement [Member] | |||||||||
Other Commitments [Line Items] | |||||||||
Consulting service fees and expense | $ 0 | ||||||||
Financial Advisory Engagement [Member] | Subsequent Event [Member] | Financial advisor [Member] | |||||||||
Other Commitments [Line Items] | |||||||||
Shares issued | 250,000 |
Reverse Acquisition (Narrative)
Reverse Acquisition (Narrative) (Details) - USD ($) | Feb. 06, 2019 | Jun. 22, 2018 | Jun. 30, 2018 | Jun. 30, 2019 |
Business Acquisition [Line Items] | ||||
Pre-reverse stock split | 3,018 | 910 | ||
Description of pre reverse stock split | every 350 shares of common stock outstanding (1:350 Reverse Stock Split). | |||
Shares issued in acquisition | 38,625 | |||
Shares issued in acquisition, value | $ 92,700 | $ 567,835 | ||
FLCR [Member] | ||||
Business Acquisition [Line Items] | ||||
Pre-reverse stock split | 3,065,000,000 | |||
Description of pre reverse stock split | 89% of the outstanding common stock of FLCR, with the remaining 11% of common stock distributed as follows: (a) an ownership interest of seven percent (7%) to the holders of common stock, pro rata; and (b) four percent (4%) of the common stock to the holders of convertible debt, pro rata. | |||
Net operating loss carryforward | $ 150,000 | |||
Term period for agreement | 5 years |
Reverse Acquisition (Schedule o
Reverse Acquisition (Schedule of preliminary allocation of fair value of assets and liabilities) (Details) - USD ($) | Jun. 30, 2019 | Jun. 30, 2018 |
Assets | ||
Goodwill | $ 834,220 | $ 892,312 |
FLCR [Member] | ||
Assets | ||
Cash | 22,205 | |
Property and equipment | 4,209,995 | |
Other | 20,716 | |
Other assets | 1,511,844 | |
Goodwill | 892,312 | |
Total Assets | 6,657,072 | |
Liabilities | ||
Accounts payable | 208,763 | |
Long-term debt | 4,593,851 | |
Short-term debt | 799,534 | |
Accrued interest | 78,948 | |
Other | 83,664 | |
Total Liabilities | 5,764,760 | |
Net Assets | 892,312 | |
Consideration | 58,092 | |
Fair value of noncontrolling interests | 834,220 | |
Total Recongnized Identifiable Assets Acquired | $ 892,312 |
Reverse Acquisition (Schedule_2
Reverse Acquisition (Schedule of identifiable assets and liabilities) (Details) - USD ($) | Feb. 06, 2019 | Jun. 30, 2018 | Jun. 30, 2019 |
Assets | |||
Property and equipment, net | $ 4,254,451 | $ 26,765 | |
Inventory | 586,764 | 648,715 | |
Total Assets | 7,784,986 | 1,962,332 | |
Liabilities | |||
Accounts payable | 771,080 | 690,882 | |
Accrued expenses | 146,978 | 597,351 | |
Total Liabilities | 7,482,716 | 6,572,214 | |
Noncash consideration for net assets of Entertainment | (92,700) | ||
Gain on Sale | $ 60,688 | ||
Entertainment [Member] | |||
Assets | |||
Cash | $ 36,290 | ||
Property and equipment, net | 4,006,426 | ||
Receivables | 4,500 | ||
Inventory | 5,610 | ||
Other assets | 1,522,714 | ||
Total Assets | 5,575,540 | ||
Liabilities | |||
Accounts payable | 22,424 | ||
Debt | 5,393,620 | ||
Accrued expenses | 127,484 | ||
Total Liabilities | 5,543,528 | ||
Net Assets | 32,012 | ||
Noncash consideration for net assets of Entertainment | 92,700 | ||
Gain on Sale | $ 60,688 |
Stock Plan (Details)
Stock Plan (Details) - USD ($) | 1 Months Ended | 12 Months Ended |
Mar. 31, 2019 | Jun. 30, 2019 | |
Proceeds from reserved for stock awards | $ 1,000,000 | |
Stock Plan [Member] | ||
Shares awarded under stock plan | 510,000 | 510,000 |
Segment Reporting (Schedule of
Segment Reporting (Schedule of Operating Information) (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Jun. 30, 2019 | |
Segment Reporting Information [Line Items] | ||
Revenues | $ 207,700 | $ 1,882,058 |
Gross Profit | 29,592 | 115,727 |
General and Administrative Expenses | 726,328 | 3,421,336 |
Net Loss | $ (1,370,123) | (6,663,117) |
Technology [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | 1,292,353 | |
Cost of Sales | 1,545,093 | |
Gross Profit | (252,740) | |
General and Administrative Expenses | 5,410,650 | |
Other Income (Expense) | (966,279) | |
Net Loss | (6,629,669) | |
Entertainment [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | 589,705 | |
Cost of Sales | 221,238 | |
Gross Profit | 368,467 | |
General and Administrative Expenses | 427,620 | |
Other Income (Expense) | 25,705 | |
Net Loss | $ (33,448) |
Going Concern (Details)
Going Concern (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Jun. 30, 2019 | |
Disclosure of Going Concern [Abstract] | ||
Accumulated deficit | $ 2,807,568 | $ 9,470,685 |
Cash used in operations | $ 1,143,918 | 3,907,348 |
Working capital deficit | $ 4,600,000 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | Sep. 10, 2019 | Sep. 04, 2019 | Sep. 03, 2019 | Aug. 08, 2019 | Jul. 01, 2019 | Feb. 06, 2019 | Jul. 31, 2019 | Jul. 22, 2019 | Feb. 22, 2018 | Sep. 30, 2019 | Sep. 30, 2019 | Jun. 30, 2018 | Aug. 20, 2019 | Jul. 03, 2019 | Jun. 30, 2019 |
Subsequent Event [Line Items] | |||||||||||||||
Convertible notes payable | $ 2,124,824 | ||||||||||||||
Shares issued in acquisition | 38,625 | ||||||||||||||
Common Stock [Member] | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Shares issued for services | 100 | ||||||||||||||
Shares issued in acquisition | 687,630 | ||||||||||||||
Investor [Member] | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Debt conversion convertible note amount | $ 70,000 | ||||||||||||||
Subsequent Event [Member] | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Lease expires date | Jun. 30, 2021 | ||||||||||||||
Deposit | $ 10,000 | ||||||||||||||
Monthly installments | 3,000 | ||||||||||||||
Future lease payments June 30, 2020 | 36,000 | ||||||||||||||
Future lease payments June 30, 2021 | $ 36,000 | ||||||||||||||
Warrants exercised | 375,975 | ||||||||||||||
Subsequent Event [Member] | Interlock Concepts, Inc. and Ehlert Solutions, Inc [Member] | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Percentage of stock acquired | 100.00% | ||||||||||||||
Shares issued in acquisition | 1,350,000 | ||||||||||||||
Purchase price | $ 3,000,000 | ||||||||||||||
Term of note payable | 2 years | ||||||||||||||
Subsequent Event [Member] | Common Stock [Member] | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Shares issued for services | 210,000 | ||||||||||||||
Subsequent Event [Member] | Investor [Member] | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Convertible notes payable | $ 200,000 | $ 130,000 | $ 130,000 | $ 225,000 | $ 165,000 | ||||||||||
Shares issued under terms of convertible note | 50,000 | ||||||||||||||
Debt conversion convertible note amount | $ 382,000 | ||||||||||||||
Debt conversion convertible note shares issued | 527,632 | ||||||||||||||
Principal amount converted in exchange of shares, value | $ 200,000 | ||||||||||||||
Principal amount converted in exchange of shares issued | 96,200 | ||||||||||||||
Subsequent Event [Member] | Financial advisor [Member] | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Shares issued for services | 250,000 | ||||||||||||||
Subsequent Event [Member] | Consultant [Member] | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Shares issued for services | 60,000 | ||||||||||||||
Subsequent Event [Member] | Different Investor [Member] | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Convertible notes payable | $ 145,000 | $ 145,000 | |||||||||||||
Subsequent Event [Member] | Different Investor [Member] | Additional investment into a new convertible note [Member] | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Convertible notes payable | $ 234,000 | $ 234,000 | |||||||||||||
Subsequent Event [Member] | Software developer [Member] | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Shares issued for services | 35,000 |