Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Jun. 30, 2021 | Sep. 13, 2021 | Dec. 31, 2020 | |
Document And Entity Information | |||
Document Type | 10-K | ||
Entity Central Index Key | 0001127993 | ||
Document Period End Date | Jun. 30, 2021 | ||
Current Fiscal Year End Date | --06-30 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity File Number | 000-56006 | ||
Entity Registrant Name | GALAXY NEXT GENERATION, INC. | ||
Entity Incorporation, State or Country Code | NV | ||
Entity Tax Identification Number | 61-1363026 | ||
Entity Address, Address Line One | 285 Big A Road | ||
Entity Address, City or Town | Toccoa | ||
Entity Address, State or Province | GA | ||
Entity Address, Postal Zip Code | 30577 | ||
City Area Code | 706 | ||
Local Phone Number | 391-5030 | ||
Title of 12(b) Security | N/A | ||
Trading Symbol | N/A | ||
Security Exchange Name | NONE | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Auditor Attestation Flag | false | ||
Entity Shell Company | false | ||
Entity Common Stock, Shares Outstanding | 3,232,382,882 | ||
Entity Public Float | $ 75,777,471 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Jun. 30, 2021 | Jun. 30, 2020 |
Current Assets | ||
Cash | $ 541,591 | $ 412,391 |
Accounts receivable, net | 866,091 | 798,162 |
Inventories, net | 3,267,667 | 738,091 |
Prepaid and other current assets | 3,950 | 2,800 |
Total Current Assets | 4,679,299 | 1,951,444 |
Property and Equipment, net (Note 2) | 86,812 | 52,049 |
Intangibles, net (Notes 1 and 12) | 1,516,815 | 1,436,315 |
Goodwill (Notes 1 and 12) | 834,220 | 834,220 |
Operating Right of Use Assets (Notes 1 and 7) | 208,051 | 223,982 |
Total Assets | 7,325,197 | 4,498,010 |
Current Liabilities | ||
Line of credit (Note 3) | 991,598 | 1,236,598 |
Convertible notes payable, net of discount (Note 4) | 1,101,900 | |
Derivative liability, convertible debt features and warrants (Note 5) | 1,842,000 | 246,612 |
Current portion of long term notes payable (Note 4) | 552,055 | 512,425 |
Accrued settlement payable (Note 10) | 1,282,000 | |
Accounts payable | 830,433 | 1,679,832 |
Accrued expenses | 213,772 | 371,912 |
Deferred revenue | 453,862 | 1,133,992 |
Short term vendor payable | 124,437 | |
Short term notes payable-related party (Note 6) | 3,471,755 | 1,272,812 |
Total Current Liabilities | 8,355,475 | 8,962,520 |
Noncurrent Liabilities | ||
Long term portion of related party notes and payables (Note 6) | 2,075,000 | |
Long term portion of accrued legal settlement payable (Note 10) | 718,000 | |
Notes payable, less current portion (Note 4) | 405,007 | 482,553 |
Total Liabilities | 8,760,482 | 12,238,073 |
Stockholders' Deficit (Notes 1 and 8) | ||
Common stock | 280,744 | 59,539 |
Preferred stock-Series E, non-redeemable | 50 | 50 |
Additional paid-in capital | 46,215,049 | 15,697,140 |
Accumulated deficit | (47,931,128) | (23,496,792) |
Total Stockholders' Deficit | (1,435,285) | (7,740,063) |
Total Liabilities and Stockholders' Deficit | $ 7,325,197 | $ 4,498,010 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Income Statement [Abstract] | ||
Revenues | $ 3,773,605 | $ 2,319,852 |
Cost of Sales | 2,077,342 | 1,136,126 |
Gross Profit | 1,696,263 | 1,183,726 |
General and Administrative Expenses | ||
Stock compensation and stock issued for services | 2,778,550 | 2,087,425 |
Asset impairment expense | 2,000,287 | |
Legal settlement expense | 2,000,000 | |
General and administrative | 5,089,979 | 4,841,085 |
Total General and Administrative Expenses | 7,868,529 | 10,928,797 |
Loss from Operations | (6,172,266) | (9,745,071) |
Other Income (Expense) | ||
Other income | 456,579 | 6,415 |
Expenses related to convertible notes payable: | ||
Change in fair value of derivative liability | (1,619,583) | 2,651,957 |
Interest accretion | (382,436) | (1,825,506) |
Interest expense related to Equity Purchase Agreement (Note 11) | (8,462,297) | |
Interest expense | (8,254,333) | (5,113,902) |
Total Other Income (Expense) | (18,262,070) | (4,281,036) |
Net Loss before Income Taxes | (24,434,336) | (14,026,107) |
Income taxes (Note 9) | ||
Net Loss | $ (24,434,336) | $ (14,026,107) |
Net Basic and Fully Diluted Loss Per Share | $ (0.010) | $ (0.147) |
Weighted average common shares outstanding Basic and fully diluted | 2,437,080,339 | 95,191,792 |
Fully diluted | 3,767,859,458 | 753,647,090 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Deficit - USD ($) | Common Stock [Member] | Preferred Stock - Class E [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Total |
Beginning Balance at Jun. 30, 2019 | $ 1,072 | $ 4,859,731 | $ (9,470,685) | $ (4,609,882) | |
Beginning Balance, shares at Jun. 30, 2019 | 11,318,901 | ||||
Common stock issued for services | $ 764 | 2,020,150 | 2,020,914 | ||
Common stock issued for services, shares | 7,619,912 | ||||
Common stock issued in exchange for debt reduction | $ 57,501 | 6,158,275 | 6,215,776 | ||
Common stock issued in exchange for debt reduction, shares | 575,028,264 | ||||
Settlement of conversion features | 152,374 | 152,374 | |||
Issuance of common stock to warrant holders | |||||
Issuance of common stock to warrant holders, shares | 32,052,654 | ||||
Common stock issued as compensation | $ 14 | 59,497 | 59,511 | ||
Common stock issued as compensation, shares | 144,511 | ||||
Common stock issued in acquisition | $ 135 | 1,720,216 | 1,720,351 | ||
Common stock issued in acquisition, shares | 1,350,000 | ||||
Common stock issued in exchange for debt reduction | $ 50 | 219,950 | 220,000 | ||
Common stock issued in exchange for debt reduction, shares | 500,000 | ||||
Commitment shares issued | $ 3 | 6,997 | 7,000 | ||
Commitment shares issued, shares | 25,000 | ||||
Issuance of Preferred Stock - Class E | $ 50 | 499,950 | 500,000 | ||
Issuance of Preferred Stock - Class E, shares | 500,000 | ||||
Consolidated net loss | (14,026,107) | (14,026,107) | |||
Ending Balance at Jun. 30, 2020 | $ 59,539 | $ 50 | 15,697,140 | (23,496,792) | (7,740,063) |
Ending Balance, shares at Jun. 30, 2020 | 628,039,242 | 500,000 | |||
Common stock issued for services | $ 10,580 | 2,767,970 | 2,778,550 | ||
Common stock issued for services, shares | 105,800,000 | ||||
Common stock issued in exchange for debt reduction | $ 138,281 | 12,892,954 | 13,031,235 | ||
Common stock issued in exchange for debt reduction, shares | 1,382,812,744 | ||||
Issuance of common stock to warrant holders | |||||
Issuance of common stock to warrant holders, shares | 249,792,217 | ||||
Common stock issued under Equity Purchase Agreement | $ 65,594 | 13,535,735 | 13,601,329 | ||
Common stock issued under Equity Purchase Agreement, shares | 655,938,679 | ||||
Common stock issued in acquisition | $ 1,000 | 150,000 | $ 151,000 | ||
Common stock issued in acquisition, shares | 10,000,000 | ||||
Common stock issued as collateral | |||||
Common stock issued as collateral, shares | 50,000,000 | 50,000,000 | |||
Commitment shares issued | $ 5,750 | 1,171,250 | $ 1,177,000 | ||
Commitment shares issued, shares | 57,500,000 | ||||
Consolidated net loss | (24,434,336) | (24,434,336) | |||
Ending Balance at Jun. 30, 2021 | $ 280,744 | $ 50 | $ 46,215,049 | $ (47,931,128) | $ (1,435,285) |
Ending Balance, shares at Jun. 30, 2021 | 3,139,882,882 | 500,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Cash Flows from Operating Activities | ||
Net loss | $ (24,434,336) | $ (14,026,107) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 490,640 | 644,545 |
Loss on disposal of property and equipment | 20,902 | |
Amortization of original issue discounts on convertible debt | 274,703 | 340,526 |
Accretion and settlement of financing instruments and change in fair value of derivative liability | 1,595,388 | (779,332) |
Impairment of goodwill and intangible assets | 2,000,287 | |
Extinguishment of PPP loan | 310,832 | |
Stock compensation and stock issued for services | 2,778,550 | 2,934,201 |
Non cash interest expense for issuance of common shares as consideration paid under the Equity Purchase Agreement | 8,527,891 | |
Non cash interest expense for issuance of common shares as consideration paid to reduce liabilities | 10,292,616 | |
Changes in assets and liabilities: | ||
Accounts receivable | (36,219) | 124,428 |
Inventories | (2,320,155) | (3,579) |
Prepaid expenses and other assets | (200,984) | |
Right of use assets | 15,931 | 143,521 |
Accounts payable | (973,836) | (109,833) |
Accrued legal settlement and other expenses | (2,158,140) | 1,162,698 |
Deferred revenue | (680,130) | 375,040 |
Net cash used in operating activities | (6,316,265) | (7,373,687) |
Cash Flows from Investing Activities | ||
Acquisition of business | 38,846 | 2,967,918 |
Purchases of property and equipment | (33,238) | (17,637) |
Capitalization of development costs | (508,266) | |
Net cash (used in) provided by investing activities | (502,658) | 2,950,281 |
Cash Flows from Financing Activities | ||
Principal payments on financing lease obligations | (334,956) | (4,808) |
Principal payments on short term notes payable | (62,898) | (47,060) |
Payments on related party loans | (116,177) | |
Payments on convertible notes payable | (110,000) | (873,003) |
Proceeds from convertible notes payable | 2,697,730 | 4,978,934 |
Proceeds from PPP and auto loans | 504,571 | |
Proceeds from issuance of common stock | 5,073,438 | |
Payments on line of credit, net | (245,000) | |
Proceeds from notes payable-related parties | 45,986 | 107,733 |
Net cash provided by financing activities | 6,948,123 | 4,666,367 |
Net Increase in Cash and Cash Equivalents | 129,200 | 242,961 |
Cash, Beginning of Period | 412,391 | 169,430 |
Cash, End of Period | 541,591 | 412,391 |
Supplemental and Non Cash Disclosures: | ||
Noncash additions related to convertible debt | 228,020 | 515,166 |
Cash paid for interest | 263,242 | 195,988 |
Related party note payable issued for acquisition of business | 194,526 | 1,484,473 |
Settlement of conversion features | 152,374 | |
Acquisition of goodwill and intangibles | 46,869 | 3,760,287 |
Convertible notes and warrants extinguished | 5,402,885 | 6,521,161 |
Stock compensation and stock issued for services | 2,778,550 | 2,087,425 |
Property and equipment purchased with financing lease | 37,980 | |
Fair value of convertible note issued to stockholder | 1,225,000 | |
Fair value of preferred stock-Series E issued to stockholder | 500,000 | |
Non-cash principal payments from proceeds of convertible debt | 1,907,000 | |
Accretion of discount on convertible notes payable | 382,436 | 1,825,506 |
Common stock issued in exchange for convertible debt reduction | 13,031,235 | 1,869,053 |
Common stock issued in connection with the Equity Purchase Agreement | $ 13,601,329 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 1 – Summary of Significant Accounting Policies Corporate History, Nature of Business, Mergers and Acquisitions 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. ("Private 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"), owned and operated Georgetown 14 Cinemas, a fourteen-theater movie complex located in Indianapolis, Indiana. On June 22, 2018, Private Galaxy consummated a reverse triangular merger whereby Galaxy merged with and into Full Circle Registry, Inc.'s ("FLCR") as a newly formed subsidiary which was formed specifically for the transaction ("Galaxy MS"). The merger resulted in Private Galaxy MS becoming a wholly-owned subsidiary of FLCR. For accounting purposes, the acquisition of Private 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 Private 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 Private Galaxy. The financial statements after the completion of the merger include the combined assets and liabilities of the combined company (collectively Private Galaxy, FLCR and FLCE). In recognition of Private 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) the Company changed its fiscal year end to June 30, effective June 2018; (3) the Company's 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 Private Galaxy. On September 4, 2019, Galaxy acquired 100% of the stock of Interlock Concepts, Inc. ("Concepts") and Ehlert Solutions Group, Inc. ("Solutions"). The purchase price for the acquisition was 1,350,000 shares of common stock and a two year note payable to the seller for $3,000,000. The note payable to the seller is subject to adjustment based on the achievement of certain future gross revenues and successful completion of certain pre-acquisition withholding tax issues of Concepts and Solutions. Solutions and Concepts are Utah-based audio design and manufacturing companies creating innovative products that provide fundamental tools for building notification systems primarily to K-12 education market customers located primarily in the north and northwest United States. Solutions and Concepts' products and services allow institutions access to intercom, scheduling, and notification systems with improved ease of use. The products provide an open architecture solution to customers which allows the products to be used in both existing and new environments. Intercom, public announcement (PA), bell and control solutions are easily added and integrated within the open architecture design and software model. These products combine elements over a common internet protocol (IP) network, which minimizes infrastructure requirements and reduces costs by combining systems. On October 15, 2020, Galaxy acquired the assets of Classroom Technologies Solutions, Inc. ("Classroom Tech") for consideration of (a) paying off a secured Classroom Tech loan, not to exceed the greater of 50% of the value of the Classroom Tech assets acquired or $120,000; (b) the issuance of a promissory note in the amount of $44,526 to a Classroom Tech designee; and (c) the issuance of 10 million shares of common stock to the seller of Classroom Tech. Classroom Tech provides cutting-edge presentation products to schools, training facilities, churches, corporations and retail establishments. Their high-quality solutions are customized to meet a variety of needs and budgets in order to provide the best in education and presentation technology. Classroom Tech direct-sources and imports many devices and components which allows the Company to be innovative, nimble, and capable of delivering a broad range of cost-effective solutions. Classroom Tech also offers in-house service and repair facilities and carries many top brands. 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 37 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. The Entertainment segment was sold on February 6, 2019 in exchange for 38,625 Galaxy common shares. F-10 COVID-19 Update The Covid-19 Pandemic that began in March 2020 caused shelter-in-place policies, unexpected factory closures, supply chain disruptions, and market volatilities across the globe. As a result of the economic disruptions and unprecedented market volatilities and uncertainties driven by the Covid-19 outbreak, the Company experienced some supply chain disruptions. However, the Company has not experienced any significant payment delays or defaults by our customers as a result of the COVID-19 pandemic. The full impact of the Covid-19 outbreak continues to evolve as of the date of this report. The depth and duration of the pandemic remains unknown. Despite the availability of vaccines, recent surges in the infection rate and the detection of new variants of the virus have reinforced the general consensus that the containment of Covid-19 remains a challenge. Management is actively monitoring the global situation and its effect on its financial condition, liquidity, operations, suppliers, industry, and workforce. 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"). The financial statements include the consolidated assets and liabilities of the combined company (collectively Private Galaxy FLCR Interlock Concepts, Inc., Ehlert Solutions Group, Inc., and Classroom Tech, referred to collectively as the "Company"). See Note 12. All intercompany transactions and accounts have been eliminated in the consolidation. The Company is an over-the-counter public company traded under the stock symbol listing GAXY (formerly FLCR). 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 valuation of goodwill and intangible assets, valuation of convertible notes payable and 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 The Company's capital structure is as follows: June 30, 2021 Authorized Issued Outstanding Common stock 4,000,000,000 3,139,882,882 3,089,844,257 $.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 Preferred stock-Class D 1,000,000 - - $.0001 par value; no voting rights, convertible to common stock, mandatory conversion to common stock 18 months after issue F-11 Preferred stock-Class E 500,000 500,000 500,000 $.0001 par value; no voting rights, convertible to common stock June 30, 2020 Authorized Issued Outstanding Common stock 4,000,000,000 628,039,242 628,000,617 $.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 Preferred stock-Class D 1,000,000 - - $.0001 par value; no voting rights, convertible to common stock, mandatory conversion to common stock 18 months after issue Preferred stock-Class E 500,000 500,000 500,000 $.0001 par value; no voting rights, convertible to common stock There is no publicly traded market for the preferred shares. There are 239,163,143 common shares reserved at June 30, 2021 under terms of the convertible debt agreements, Equity Purchase Agreement and Stock Plan (see Notes 4, 11 and 13). There are 244,974,231 issued common shares that are restricted as of June 30, 2021. 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. 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, 2021 and 2020, the Company accrued $108,043 and $102,350, 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 $5,693 and $82,494 of warranty expense for the years ended June 30, 2021 and 2020, respectively. The Company negotiated a warranty settlement with one of its manufacturers. At June 30, 2021 and 2020, the Company accrued $0 and $124,437 payable to this manufacturer to be paid over 24 months. F-12 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. Supplier Agreement Galaxy is an original equipment manufacturer (OEM) for an audio amplification device used primarily in classrooms under a master supplier contract. The master supplier agreement outlines terms of each purchase order issued under the agreement. The Company is contractually guaranteed reimbursement as a mechanism to collect amounts due from the customer tooling sales. Under this arrangement, amounts due from tooling sales are collected as units are delivered over the supply arrangement. Variable consideration such as discounts are also included in estimating the transaction price are based on reasonably available information. The Company accounts for consideration payable to a customer as a reduction of the transaction price thereby reducing the amount of revenue recognized. In general, Galaxy receives a prepayment with each purchase order to cover upfront costs. The prepayment, a contract liability, is recorded as deferred revenue and released to income as finished products are shipped and received. Contract assets are recorded in accounts receivable. The supplier agreement states that title passes upon receipt. The product is rebranded and sold to customers. The supplier contract was acquired with the Concepts and Solutions acquisition in September 2019. The initial contract was for 1 year with 2 two-year extensions available. The master agreement extensions will expire in September 2024. Contract assets and contract liabilities are as follows: June 30, 2021 June 30, 2020 Contract Assets $ 43,360 $ - Contract Liabilities $ 228,514 $ 463,961 For the years ended June 30, 2021 and 2020, the Company recognized $1,467,589 and $0 of revenues related to supplier agreements. 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 is recognized when the Company's right to consideration is unconditional and is presented net of 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 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, 2021 and 2020. At June 30, 2021 and 2020, $190,779 and $670,031 of total accounts receivable were considered unbilled and recorded as deferred revenue. 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 and is primarily comprised of interactive panels, audio, intercom and bell products and related accessories. Management estimates $67,635 of inventory reserves at June 30, 2021 and 2020, respectively. F-13 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 and the estimated useful lives used in computing depreciation, are as follows: Furniture and fixtures 5 years Equipment 5 to 8 years Vehicles 5 years Building 40 years Building improvements 8 years Depreciation is provided using the straight-line method over the estimated useful lives of the depreciable assets. Depreciation expense was $16,005 and $29,795 for the years ended June 30, 2021 and 2020, 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 attributed to the reverse merger of FullCircle Registry and the acquisition of Concepts and Solutions. Goodwill 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. As of June 30, 2020, the only asset required to be measured on a nonrecurring basis was goodwill and the fair value of the asset amounted to $834,220 using level 3 valuation techniques. Management determined that a triggering event to assess goodwill impairment occurred in an interim period during the year ending June 30, 2020 due to the separation of a key executive associated with the acquisition of Concepts and Solutions. While there was no single determinative event, the consideration in totality of several factors that developed during the year of 2020 led management to conclude that it was more likely than not that the fair values of certain intangible assets and goodwill acquired as part of the Ehlert Solutions Group, Inc and Interlock Concepts, Inc acquisitions were below their carrying amounts. These factors included: a) former key executive separating from us; b) respective former key executive violating his noncompete changing the use and value of it; c) sustained decrease in our share price which reduced market capitalization; and d) uncertainty in the United States and global economies beginning in March 2020 due to the COVID-19 pandemic. As a result of the impairment test, the audited results for the year ended 2020 included non-cash impairment losses of $2,000,287, comprised of $800,287 related to goodwill and $1,200,000 related to finite-lived intangible assets. No such impairment of goodwill was noted for the year ended June 30, 2021. Intangible Assets Intangible assets are stated at the lower of cost or fair value. Intangible assets are amortized on a straight-line basis over periods ranging from two Goodwill and intangible assets are comprised of the following at June 30, 2021: Cost Accumulated Amortization Net Book Value Impairment Total Goodwill $ 834,220 $ - $ 834,220 $ - $ 834,220 Finite-lived assets: Customer list $ 922,053 $ (314,166) $ 607,887 $ - $ 607,887 Vendor relationships 484,816 (168,474) 316,342 - 316,342 Product development costs 790,118 (197,532) 592,586 - 592,586 $ 2,196,987 $ (680,172) $ 1,516,815 $ - $ 1,516,815 F-14 Goodwill and intangible assets are comprised of the following at June 30, 2020: Cost Accumulated Amortization Net Book Value Impairment Total Goodwill $ 1,634,507 $ - $ 1,634,507 $ (800,287) $ 834,220 Finite-lived assets: Customer list $ 881,000 $ (132,147) $ 748,853 $ - $ 748,853 Vendor relationships 479,000 (71,847) 407,153 - 407,153 Noncompete agreement 1,600,000 (400,000) 1,200,000 (1,200,000) - Product development costs 281,845 (1,536) 280,309 - 280,309 $ 3,241,845 $ (605,530) $ 2,636,315 $ (1,200,000) $ 1,436,315 Estimated amortization expense related to finite-lived intangible assets for the next five years is: $508,978 for fiscal year 2022, $508,978 for fiscal year 2023, $354,014 for fiscal year 2024, $123,754 for fiscal year 2025, and $11,527 for fiscal year 2026 and $9,565 thereafter. Amortization expense was $474,635 and $205,536 for the years ended June 30, 2021 and 2020, respectively. Product Development Costs Costs incurred in designing and developing classroom technology products are expensed as research and development until technological feasibility has been established. Technological feasibility is established upon completion of a detail product design, or in its absence, completion of a working model. Upon the achievement of technological feasibility, development costs are capitalized and subsequently reported at the lower of unamortized cost or net realizable value. Management's judgment is required in determining whether a product provides new or additional functionality, the point at which various products enter the stages at which costs may be capitalized, assessing the ongoing value and impairment of the capitalized costs and determining the estimated useful lives over which the costs are amortized. Annual amortization expense is calculated based on the straight-line method over the product's estimated economic lives. Amortization of product development costs incurred begins when the related products are available for general release to customers. Amortization of product development costs of $195,996 and $1,536 for the years ended June 30, 2021 and 2020, is included in cost of revenues in the Company's consolidated statements of operations. Research and Development Research and development costs are expensed as incurred and totaled $0 for the year ended June 30, 2021. A significant portion of research and development costs were capitalized as development costs during the year ended June 30, 2021. Research and development costs are expensed as incurred and totaled $90,654 for the year ended June 30, 2020. Warranty The Company negotiated a warranty settlement with one of its manufacturers to be paid over twenty-four months. At June 30, 2021 and 2020, the Company accrued $0 and $124,437 payable to this manufacturer. Leases The Company's leases relate primarily to corporate offices and warehouses. Effective July 1, 2019, the Company adopted the FASB guidance on leases ("Topic 842"), which requires leases with durations greater than twelve months to be recognized on the balance sheet. The Company adopted Topic 842 using the modified retrospective transition approach. 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. F-15 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. Stock-based Compensation The Company records stock-based compensation in accordance with the provisions set forth in ASC 718, Stock Compensation. 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. 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, 2021 and 2020, 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 and anti-dilution |
Property and Equipment
Property and Equipment | 12 Months Ended |
Jun. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Note 2 – Property and Equipment Property and equipment are comprised of the following at: 2021 2020 Vehicles $ 115,135 $ 115,135 Equipment 25,115 6,097 Leasehold improvements 31,000 - Furniture and fixtures 25,085 24,335 196,335 145,567 Accumulated depreciation (109,523) (93,518) Property and equipment, net $ 86,812 $ 52,049 |
Line of Credit
Line of Credit | 12 Months Ended |
Jun. 30, 2021 | |
Line of Credit Facility [Abstract] | |
Line of Credit | Note 3 – Line of Credit The Company has a $1,000,000 line of credit bearing interest at prime plus 0.5% (3.75% and 4.25% at June 30, 2021 and 2020, respectively) which expires October 29, 2021. The line of credit is collateralized by certain real estate owned by stockholders and a family member of a stockholder, 7,026,894 shares of the Company's common stock owned by two stockholders, personal guarantees of two stockholders, and a key man life insurance policy. At June 30, 2020, the maximum borrowings was $1,250,000 and a minimum average bank balance of $50,000 was required as security on the line of credit. In addition, a 20% curtailment of the outstanding balance may occur in 2021. No such restrictions or conditions existed as of June 30, 2021. The outstanding balance was $991,598 and $1,236,598 at June 30, 2021 and 2020, respectively. |
Notes Payable
Notes Payable | 12 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
Notes Payable | Note 4 – Notes Payable Long Term Notes Payable The Company's long term notes payable obligations to unrelated parties are as follows at: 2021 2020 Note payable with a bank bearing interest at 4% and maturing on June 26, 2020. The note was renewed by the lender with a revised maturity of June 26, 2021 and a lowered interest rate to 3%. In July 2021, the note was renewed by the lender with a revised maturity date of July 7, 2026. The renewal provides for monthly interest payments and a balloon payment of outstanding principal and interest at maturity. The note is collateralized by a certificate of deposit owned by a related party. $ 237,039 $ 274,900 Long term PPP loan under the CARES Act bearing interest at 0.98% and maturing in April 2022 - 310,832 Note payable to an investor bearing interest of 10% and maturing on January 13, 2022 with monthly installments of principal and interest of $45,294 beginning in June 2021. 348,456 - Long term loan under Section 7(b) of the Economic Injury Disaster Loan program bearing interest at 3.75% and maturing in May 2050 150,000 150,000 Financing lease liabilities for offices and warehouses with monthly installments of $24,091 (ranging from $245 to $9,664) over terms, expiring through December 2024 208,051 223,982 F-17 Financing leases with a related party for delivery vehicles with monthly installments totaling $813, including interest, over five-year terms expiring through July 2020 $ - $ 1,245 Note payable with a finance company for delivery vehicle with monthly installments totaling $679 including interest at 8.99% over a 6-year term expiring in December 2025 31,016 34,019 Total Notes Payable 974,562 994,978 Less: Unamortized original issue discounts 17,500 - Current Portion of Notes Payable 552,055 512,425 Long-term Portion of Notes Payable $ 405,007 $ 482,553 The original issue discount is being amortized over the terms of the convertible notes using the effective interest method. The Company submitted its application for forgiveness of the PPP loan. The application was supported by documentation of qualified expenses and compliance of eligibility with the program. The Company has not been notified by the SBA that the PPP loan was forgiven; however management expects the loan to be forgiven by the SBA and recorded the forgiveness as other income in the consolidated statement of operations for the year ended June 30, 2021. Future minimum principal payments on the non-related party long term notes payable are as follows: Year ending June 30, 2022 $ 552,055 2023 107,565 2024 61,831 2025 62,606 2026 60,286 Thereafter 130,219 $ 974,562 Convertible Notes Payable 2021 2020 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 bore interest at 10% per year. The Company issued 25,000 common shares to the investor. Three draws of $56,250, $112,500, and $56,250 were borrowed under this note. The note principal and interest were 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 had prepayment penalties ranging from 110% to 125% of the principal and interest outstanding if repaid within 60 to 180 days from issuance. The note matured in three intervals in March 2020 November 2020 $ - $ 24,150 On November 18, 2019, the Company signed a convertible promissory note with an investor. The $110,000 note was issued at a discount of $10,000 and bore interest at 8% per year. The note principal and interest were convertible into shares of common stock at the lower of (a) 70% of the lowest traded price of common stock during the 15 trading days prior to the issue date or (b) 70% of the lowest traded price for the common stock during the 15 trading days prior to conversion of the note. The note matured in November 2020 - 1,000 F-18 On December 11, 2019, the Company signed a convertible promissory note with an investor. The $220,430 note was issued at a discount of $15,430 and bore interest at 8% per year. The note principal and interest were convertible into shares of common stock at the lower of (a) $0.46 per share or (b) 75% of the lowest trading price of common stock during the 10 trading days prior to conversion beginning in June 2020. The note matured in December 2020 $ - $ 121,000 On November 25, 2019, the Company signed a convertible promissory note with an investor. The $1,000,000 note was issued at a discount of $70,000 and bore interest at 8% per year. The note principal and interest up to $250,000 every 30-day calendar period were 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) $0.46 per share. The note matured in November 2020 - 825,000 On January 9, 2020, the Company entered into a $225,000 convertible note. The $225,000 note was issued at a discount of $13,500 and bore interest at 8% per year. The note principal and interest were 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) the lowest traded price of the common stock during the 10 trading days prior to the issuance of this note. The note matured in October 2020 - 250,000 On March 25, 2020 the Company signed a convertible promissory note with an investor. The $338,625 note was issued at a discount of $23,625 and bore interest at 8% per year. The note principal and interest were convertible into shares of common stock at the lower of (a) $0.46 per share or (b) 75% of the lowest trading price of common stock during the 10 trading days prior to conversion. The note matured in March 2021 - 338,625 On June 26, 2020, the Company signed a convertible promissory note with an investor. The $430,000 note was issued at a discount of $30,000 and bore interest at 8% per year. The note principal and interest were convertible into shares of common stock at the lower of (a) $0.47 per share or (b) 70% of the lowest trading price of common stock during the 10 trading days prior to conversion. The note matures in June 2021 - 430,000 Total Convertible Notes Payable - 1,989,975 Less: Unamortized original issue discounts - 888,075 Current Portion of Convertible Notes Payable - 1,101,900 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 years ended June 30, 2021 and 2020, the Company amortized $274,703 and $340,526 of debt discounts to interest expense and $382,436 and $1,825,506 to interest accretion. The Company incurred noncash interest prepayment penalties of approximately $111,000 and $139,000 during the years ended June 30, 2021 and 2020, respectively, due to advance repayments of certain of these convertible notes. Convertible notes are subordinate to the bank debt of the Company. F-19 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 notice of conversion, or the due date of interest, as applicable. Interest, when due, is payable either in cash or common shares. The conversion features meet 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 204,771,864 after anti-dilution protection adjustment, were outstanding at June 30, 2020. 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 below $4 per share. As of June 30, 2020, outstanding warrants expire between November 29, 2021 and November 18, 2022. There are no unexercised warrants outstanding at June 30, 2021. 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 unexercised warrants is 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, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 5 – 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, 2021 and 2020 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. At June 30, 2021 Total Level 1 Level 2 Level 3 Original issue discount, convertible debt $ 1,842,000 $ - $ - $ 1,842,000 At June 30, 2020 Total Level 1 Level 2 Level 3 Original issue discount, convertible debt $ 213,300 $ - $ - $ 213,300 Derivative liability, warrants 33,312 - - 33,312 Total: $ 246,612 $ - $ - $ 246,612 The Company measures the fair market value of the Level 3 liability components using the Monte Carlo model and projected discounted cash flows, as appropriate. These models were initially prepared by an independent third party and consider 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 0.17% and volatility of 295%. F-20 The derivative liability was valued using the Monte Carlo pricing model with the following inputs: At June 30, 2021 Risk-free interest rate: 0.17% Expected dividend yield: 0.00% Expected stock price volatility: 295.00% Expected option life in years: .037 to .70 years At June 30, 2020 Risk-free interest rate: 0.09% Expected dividend yield: 0.00% Expected stock price volatility: 300.00% Expected option life in years: 0.089 to 1.69 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, 2021 and 2020: Balance at June 30, 2019 $ 1,025,944 Convertible securities at inception 2,027,000 Settlement of conversion features and warrants (152,374) Realized (240,903) Unrealized (2,413,055) Balance at June 30, 2020 $ 246,612 Balance at June 30, 2020 $ 246,612 Convertible securities at inception 4,000 Realized (80,924) Unrealized 1,672,312 Balance at June 30, 2021 $ 1,842,000 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Jun. 30, 2021 | |
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: 2021 2020 Note payable to a stockholder in which the $200,000 principal plus $10,000 of interest was payable in December 2019. Borrowings under the note increased to $400,000 and the maturity was extended to November 2021 $ 400,000 $ 400,000 Fair value of unsecured notes payable to seller of Concepts and Solutions, a related party, bearing interest at 3% per year, payable in annual installments through November 30, 2021. Payment is subject to adjustment based on the achievement of minimum gross revenues and successful completion of certain pre--acquisition withholding tax issues of Concepts and Solutions. 1,030,079 1,030,079 Note payable to a stockholder in which the note principal plus 6% interest is payable in November 2021. Note was amended in March 2020 by increasing the balance to $1,225,000. Interest is payable in cash or common stock, at the holder's option. If interest is paid in common stock, the conversion price will be the market price at the time of conversion. Principal on the note at maturity is convertible into 1,225,000 shares of Series D Preferred Stock. If principal is paid prior to maturity, the right of conversion is terminated. 1,225,000 1,225,000 F-21 Note payable to a stockholder in which the note principal plus 6% interest is payable in November 2021 200,000 200,000 Note payable to a stockholder in which the note principal plus interest at 15% is payable the earlier of 60 days after invoicing a certain customer, or April 2022 385,000 385,000 Note payable related to acquisition of Classroom Tech in which the note principal is payable in 2021 with no interest obligations, upon the shareholder's resolution of a pre-acquisition liability with a bank. 155,690 - Other short term notes payable to stockholders and related parties 75,986 107,733 Total Related Party Notes Payable 3,471,755 3,347,812 Current Portion of Related Party Notes Payable 3,471,755 1,272,812 Long-term Portion of Related Party Notes Payable $ - $ 2,075,000 Leases The Company leases property used in operations from a related party under terms of a financing lease. The term of the lease expires on December 31, 2021. The monthly lease payment is $9,664 plus maintenance and property taxes, as defined in the amended lease agreement. Rent expense for this lease was $290,772 and $18,000 for the years ended June 30, 2021 and 2020, respectively. The Company leases a vehicle from related parties under a financing lease (Note 4) which ended in July 2020. The Company paid the lease payments directly to the creditors, rather than the lessor. The leased vehicle is used in operations for deliveries and installations. Other Agreements A related party collateralizes the Company's short-term note with a certificate of deposit 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). |
Lease Agreements
Lease Agreements | 12 Months Ended |
Jun. 30, 2021 | |
Leases [Abstract] | |
Lease Agreements | Note 7 – Lease Agreements Financing Lease Agreements The Company leases vehicles under financing lease agreements (Note 4) requiring monthly payments totaling $813 (ranging from $263 to $461), including interest (ranging from 4.5% to 4.75%), over 5-year terms expiring through July 2020 The Company leases offices and warehouses under financing lease agreements with monthly installments of $24,091 (ranging from $245 to $9,664) over 2-year terms, expiring through December 2024 Right of use assets: Operating right of use assets $ 208,051 Operating lease liabilities: Current portion of long term notes payable 152,824 Notes payable, less current portion 55,227 Total operating lease liabilities $ 208,051 F-22 As of June 30, 2021, operating lease maturities are as follows: Period ending June 30, 2022 $ 152,824 2023 50,817 2024 2,940 2025 1,470 $ 208,051 As of June 30, 2021, the weighted average remaining lease term was 1.46 years. |
Equity
Equity | 12 Months Ended |
Jun. 30, 2021 | |
Stockholders' Equity Note [Abstract] | |
Equity | Note 8 – Equity In fiscal years 2021 and 2020, 97,250,000 and 642,857 shares were awarded under the Stock Plan (see Note 13). In fiscal year 2021, the Company issued 57,500,000 common shares as consideration for convertible notes. In fiscal year 2020, the Company issued 525,000 common shares as consideration for convertible notes. There were no preferred shares issued in fiscal year 2021. In fiscal year 2020, the Company issued 500,000 shares of Series E Preferred Stock to an investor that converts into 1,190,476 shares of common stock as consideration for a convertible note. During the years ended June 30, 2021 and 2020, the Company issued 105,800,000 and 7,619,912 common shares for professional consulting services, respectively. The shares were valued at $2,767,970 and $2,020,150 upon issuance, for the years ended June 30, 2021 and 2020, respectively. In fiscal year 2021, the Company issued 50,000,000 shares as collateral for the line of credit. There was no such transaction in fiscal year 2020. During fiscal year 2021, investors exercised warrants in exchange for 249,792,217 common shares in cashless transactions. During fiscal year 2020, investors exercised warrants in exchange for 32,052,654 common shares in cashless transactions. See the capital structure section in Note 1 for disclosure of the equity components included in the Company's consolidated financial statements as well as the consolidated statements of stockholders' deficit for additional equity transactions that occurred as of and for the years ended June 30, 2021 and 2020. |
Income Taxes
Income Taxes | 12 Months Ended |
Jun. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 9 – Income Taxes The Company’s effective tax rate differed from the federal statutory income tax rate for the years ended June 30, 2021 and 2020 as follows: Federal statutory rate 21% State tax, net of federal tax effect 5.5% Valuation allowance 27% Effective tax rate 0% The Company had no federal or state income tax (benefit) for the years ended June 30, 2021 and 2020. F-23 The Company’s deferred tax assets and liabilities as of June 30, 2021 and 2020, are summarized as follows: 2021 2020 Federal Deferred tax assets $ 10,226,700 $ 4,825,100 Less valuation allowance (10,226,700) (4,825,100) Deferred tax liabilities - - - - State Deferred tax assets 2,730,800 1,290,900 Less valuation allowance (2,730,800) (1,290,900) Deferred tax liabilities - - - - Net Deferred Tax Assets $ - $ - The Company’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 Company has not generated taxable income and has not recorded any current income tax expense at June 30, 2021 and 2020. 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 NOL carryforwards expire over a range from 2021 2037 The significant components of deferred tax assets as of June 30, 2021 and 2020, are as follows: 2021 2020 Net operating loss carryforwards $ 12,579,200 $ 5,767,000 Valuation allowance (12,957,500) (6,116,000) Property and equipment (20,400) (10,500) Goodwill 251,600 278,900 Intangible assets 72,900 35,800 Development costs 27,900 - Inventory allowance 17,800 17,800 Warranty accrual 28,500 27,000 Net Deferred Tax Assets $ - $ - As of June 30, 2021, 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, 2021, the Company’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, 2021 | |
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 Company’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 Company’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 Company’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. On September 4, 2019, the Company recorded a pre-acquisition liability for approximately $591,000 relative to unpaid payroll tax liabilities and associated penalties and fees of Concepts and Solutions (Note 12). The liability is included in the note payable to seller of $1,030,079 at June 30, 2021 and 2020 (Note 6). On August 14, 2020, the Company entered into a settlement agreement and recorded a liability for $2,000,000 related to a lawsuit by a previous creditor of Galaxy CO (Note 1). There is no outstanding liability for this settlement at June 30, 2021. The $2,000,000 liability is included in the balance sheet at June 30, 2020. Concentrations Galaxy contracts the manufacture of its products with overseas suppliers. The Company's sales could be adversely impacted by a supplier's inability to provide Galaxy with an adequate supply of inventory. Galaxy has three vendors that accounted for approximately 75% of purchases as of June 30, 2021 and 2020, respectively. Galaxy has two customers that accounted for approximately 73% of accounts receivable at June 30, 2021 and three customers that accounted for approximately 79% of accounts receivable at June 30, 2020. Galaxy has two customers that accounted for approximately 50% and 40% of total revenue for the years ended June 30, 2021 and 2020, respectively. |
Material Agreements
Material Agreements | 12 Months Ended |
Jun. 30, 2021 | |
Disclosure of Material Agreements [Abstract] | |
Material Agreements | Note 11 – Material Agreements Manufacturer and Distributorship Agreement On September 15, 2018, the Company signed an agreement with a company in China for the manufacture of Galaxy’s SLIM series of interactive panels. 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 manufacturer’s warranty from the date of shipment. The agreement renews automatically in two-year increments unless three months’ notice is given by either party. 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 4.5% equity interest in Galaxy. The 4.5% 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 shares of common stock upon execution of the renewal. The Company paid the consultants $0 and $15,000 in fees and expenses for consulting services provided during the years ended June 30, 2021 and 2020, respectively. The Company issued 97,250,000 shares to the consultants under the Company's Stock Plan during the year ended June 30, 2021. The Company issued 1,097,857 shares to the consultants for consulting services during the year ended June 30, 2020. Consulting Agreement The Company entered into a consulting agreement in May 2018 for advisory services such as maintaining ongoing stock market support such as drafting and delivering press releases and handling investor requests. The program will be predicated on accurate, deliberate, and direct disclosure and information flow from the Company and dissemination to the appropriate investor audiences. In exchange for these consulting services provided, the advisor received $15,000 at contract inception, 10,000 shares of common stock and $4,000 monthly through April 2019. The contract expired in fiscal year 2021. The Company paid the consultants $0 and $16,500 in fees and expenses for consulting services provided during the years ended June 30, 2021 and 2020. F-25 Agency Agreement Effective December 11, 2018, the Company entered into a 12-month contract with an agent to raise capital. The agent receives a finder'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 parties signed a release to end the agreement effective January 15, 2021. The Company paid $50,000 in fees and issued no shares of common stock during the year ended June 30, 2021. The Company paid $11,600 in fees and issued 212,990 shares of common stock during the year ended June 30, 2020. Investor Relations and Advisory Agreement On May 1, 2020, the Company entered into an Investor Relations and Advisory Agreement. The Company pays $8,000 per month under this agreement in cash and a restricted common stock monthly fee in advance of services each month. The number of shares issued is calculated based on the closing price of the Company's common shares on the first day of the month. The Company paid $0 and $24,000 in fees during years ended June 30, 2021 and 2020. The Company issued 52,508 common shares under this agreement during fiscal year 2020. Business Development and Marketing Agreement Effective June 10, 2019, the Company entered into a three-month contract for certain advisory and consulting services, which was renewed in one to three month increments after the initial contract period. The Company issues 15,000 shares and pays $20,000 per month under the terms of the initial agreement. The Company paid $102,500 and $347,300 in fees during the years ended June 30, 2021 and 2020. The Company issued 8,500,000 and 5,510,000 shares to the consultant for consulting services during the years ended June 30, 2021 and 2020, respectively. Consulting Agreement Effective October 1, 2019, the Company entered into a 1-year agreement for corporate consulting services and financial advisory services. The Company will issue 50,000 shares to the consultant each quarter, up to a total of 200,000 shares for the year. The Company paid $40,000 and $49,800 in fees during the years ended June 30, 2021 and 2020. The Company issued 50,000 and 150,000 shares to the consultant for consulting services during the years ended June 30, 2021 and 2020, respectively. Equity Purchase Agreement On May 31, 2020, the Company entered into a two-year purchase agreement (the "Equity Purchase Agreement") with an investor, which was amended and restated on July 9, 2020 and then again on December 29, 2020. Pursuant to the terms of the Equity Purchase Agreement, the investor agreed to purchase up to $10 million of the Company's common stock (subject to certain limitations) from time to time during the term of the Equity Purchase Agreement. The Company issued a total of 50,000,000 shares of common stock to the investor as consideration for its commitment to purchase shares of the Company's common stock. Pursuant to the terms and conditions of the second amended and restated agreement on December 29, 2020, the Company sold, and the investor purchased 100 million shares of the Company's common stock for an aggregate purchase price of $500,000 as of an interim date, December 31, 2020. These shares were issued subsequent to the interim date and before June 30, 2021. During the interim period, the $500,000 purchase price was recorded as a related party advance from the investor. During fiscal year 2021, the Company issued 655,938,679 shares to the investor at a discount in exchange for proceeds from the investor for working capital and general and administrative expenses. Accounts Receivable Factoring Agreement On July 30, 2020, the Company entered into a two-year accounts receivable factoring agreement with a financial services company to provide working capital. Pursuant the agreement, the financial services company will pay the Company as the purchase price for the purchased accounts, an amount up to eighty percent (80%). Factoring fees are 2.5% of the face value of the account receivable sold to the factoring agent per month until collected. For collections over 90 days from the invoice date, the fee increases to 3.5%. The agreement contains a credit line of $1,000,000 and requires a minimum of $300,000 of factored receivables per calendar quarter. The agreement includes early termination fees and is guaranteed by the Company and the by two of the stockholders individually. The Company paid collection fees of $77,600 during the year ended June 30, 2021. Employment Agreements On January 1, 2020, the Company entered into an employment agreement with the Chief Executive Officer (CEO) of the Company for a two-year term which was amended on September 1, 2020. Under the employment agreement, the CEO will receive annual compensation of $500,000, an annual discretionary bonus based on profitability and revenue growth, and preferred stock to maintain, together with the CFO, a minimum 25.5% of the total voting rights. The agreement includes a non-compete agreement and severance benefits of $90,000. On January 1, 2020, the Company entered into an employment agreement with the Chief Finance Officer/Chief Operations Officer (CFO/COO) of the Company for a two-year term, which was amended on September 1, 2020. Under the employment agreement, as amended, the CFO/COO will receive annual compensation of $250,000, an annual discretionary bonus based on profitability and revenue growth, and preferred stock to maintain, together with the CEO, a minimum of 25.5% of the total voting rights. The agreement includes a non-compete agreement and severance benefits of $72,000. F-26 Supply Agreement The Company is party to a one-year supplier agreement to manufacture and sell audio products to a buyer that is effective until July 2021. The initial order under this supplier agreement is for 4,000 units, at a discounted total price of $3,488,000, to be delivered over the agreement period. If the buyer does not meet the minimum floor of 4,000 units, then the contract becomes void and the buyer must pay the difference between the units sold and the total floor pricing of the $3,488,000. The buyer will pay tooling costs of $25 per unit shipped to them. The Company supplied 2,869 units under this agreement during the period through June 30, 2021. The agreement was extended in July 2021 for a one-year term. The agreement can be extended for one additional year. |
Acquisitions
Acquisitions | 12 Months Ended |
Jun. 30, 2021 | |
Business Combinations [Abstract] | |
Acquisitions | Note 12 – Acquisitions Concepts and Solutions Acquisition On September 4, 2019, Galaxy entered into a stock purchase agreement with Concepts and Solutions. Under the terms of the stock purchase agreement, 100% of the outstanding capital for both Concepts and Solutions was purchased by Galaxy. Concurrent with this acquisition, the Company applied pushdown accounting; therefore, the consolidated financial statements after completion of the acquisition include the assets, liabilities, and results of operations of the combined company from and after the closing date. As part of the stock purchase agreement, Galaxy issued 1,350,000 common shares to the seller with a value of $1,485,000. In addition to the issuance of common shares, the Company entered into three promissory notes with the seller for a total note payable of $3,000,000. Payments under the notes are subject to adjustment based on the achievement of minimum gross revenues and successful resolution of certain pre-acquisition payroll withholding tax issues of Concepts and Solutions. The Company believes future earnings goals will not be met and valued the note payable at $1,484,473, which includes approximately $584,000 of accrued pre-acquisition withholding tax liabilities (See Notes 6 and 10). The balance of the note payable is $1,030,079 at June 30, 2021 and 2020. Management of the Company determined that a triggering event to assess the impairment of goodwill associated with the acquisition of Concepts and Solutions occurred during the third quarter of 2020. While there was no single event, the consideration in totality of several factors that developed during this quarter led management to conclude that it was more likely than not that the fair values of certain intangible assets and goodwill acquired as part of the acquisition were below their carrying amounts. See Note 1. The following table summarizes the preliminary allocation of the fair value of the assets and liabilities as of the acquisition 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 $ 201,161 Accounts receivable 1,165,953 Inventory 94,360 Property and equipment 20,904 Other assets 2,800 Goodwill and other intangibles 3,760,287 Total Assets 5,245,465 Liabilities Accounts payable 1,225,734 Accrued expenses 783,540 Short-term debt 96,941 Deferred revenue 518,900 Total Liabilities 2,625,115 Net Assets $ 2,620,350 Consideration: Fair value of anti-dilution clause in employment agreement $ 235,350 Note payable to seller 900,000 Stock 1,485,000 $ 2,620,350 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 and other intangible assets initially recognized of $3,760,287 and reflected in the balance sheet as of September 30, 2019. Goodwill and other intangible assets recognized is primarily attributable to the amount of the consideration in excess of the fair value of Concepts and Solutions at the date of purchase. F-27 Classroom Technologies Solutions, Inc. On October 15, 2020, the Company entered into an Asset Purchase Agreement, to acquire the assets of Classroom Technologies Solutions, Inc. ("Classroom Tech") for consideration of (a) paying off a secured Classroom Tech loan, not to exceed the greater of 50% of the value of the Classroom Tech assets acquired or $120,000; (b) the issuance of a promissory note in the amount of $44,526 to a Classroom Tech designee; and (c) the issuance of 10 million shares of common stock to the seller of Classroom Tech. The following table summarizes the allocation of the fair value of the assets as of the acquisition date through pushdown accounting. Cash $ 38,836 Accounts receivable 31,710 Inventory 209,431 Property and equipment 17,530 Other assets 1,150 Intangibles 46,869 Total Assets $ 345,526 Consideration Stock $ 151,000 Bonus program 30,000 Notes payable to seller and related party of seller 164,526 $ 345,526 |
Stock Plan
Stock Plan | 12 Months Ended |
Jun. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock Plan | Note 13 – Stock Plan An Employee, Directors, and Consultants Stock 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 2020 Plan is effective September 16, 2020 and expires December 15, 2021. The 2019 Plan is effective December 13, 2018 and expired June 1, 2020. Common shares of 99,250,000 are reserved for stock awards under the Plans. There were 98,857,857 and 965,000 shares awarded under the Plans as of June 30, 2021 and 2020, respectively. |
Going Concern
Going Concern | 12 Months Ended |
Jun. 30, 2021 | |
Disclosure of Going Concern [Abstract] | |
Going Concern | Note 14 – 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 has suffered recurring losses from operations, an equity deficit of approximately $1,400,000 and cash used in operations of approximately $6,300,000 at June 30, 2021. The Company'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 management'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, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 15 – Subsequent Events On July 6, 2021, the Company issued 2,500,000 shares for consulting services. On July 8, 2021, the Company issued 30,000,000 shares to an investor in exchange for proceeds of $288,150 under the Equity Purchase Agreement (Note 11). On August 19, 2021, the Company issued 20,000,000 shares to an investor in exchange for proceeds of $192,950 under the Equity Purchase Agreement (Note 11). On September 8, 2021, the Company issued 40,000,000 shares to an investor in exchange for expected proceeds of approximately $375,000 under the Equity Purchase Agreement (Note 11). |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Corporate History, Nature of Business, Mergers and Acquisitions | Corporate History, Nature of Business, Mergers and Acquisitions 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. ("Private 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"), owned and operated Georgetown 14 Cinemas, a fourteen-theater movie complex located in Indianapolis, Indiana. On June 22, 2018, Private Galaxy consummated a reverse triangular merger whereby Galaxy merged with and into Full Circle Registry, Inc.'s ("FLCR") as a newly formed subsidiary which was formed specifically for the transaction ("Galaxy MS"). The merger resulted in Private Galaxy MS becoming a wholly-owned subsidiary of FLCR. For accounting purposes, the acquisition of Private 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 Private 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 Private Galaxy. The financial statements after the completion of the merger include the combined assets and liabilities of the combined company (collectively Private Galaxy, FLCR and FLCE). In recognition of Private 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) the Company changed its fiscal year end to June 30, effective June 2018; (3) the Company's 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 Private Galaxy. On September 4, 2019, Galaxy acquired 100% of the stock of Interlock Concepts, Inc. ("Concepts") and Ehlert Solutions Group, Inc. ("Solutions"). The purchase price for the acquisition was 1,350,000 shares of common stock and a two year note payable to the seller for $3,000,000. The note payable to the seller is subject to adjustment based on the achievement of certain future gross revenues and successful completion of certain pre-acquisition withholding tax issues of Concepts and Solutions. Solutions and Concepts are Utah-based audio design and manufacturing companies creating innovative products that provide fundamental tools for building notification systems primarily to K-12 education market customers located primarily in the north and northwest United States. Solutions and Concepts' products and services allow institutions access to intercom, scheduling, and notification systems with improved ease of use. The products provide an open architecture solution to customers which allows the products to be used in both existing and new environments. Intercom, public announcement (PA), bell and control solutions are easily added and integrated within the open architecture design and software model. These products combine elements over a common internet protocol (IP) network, which minimizes infrastructure requirements and reduces costs by combining systems. On October 15, 2020, Galaxy acquired the assets of Classroom Technologies Solutions, Inc. ("Classroom Tech") for consideration of (a) paying off a secured Classroom Tech loan, not to exceed the greater of 50% of the value of the Classroom Tech assets acquired or $120,000; (b) the issuance of a promissory note in the amount of $44,526 to a Classroom Tech designee; and (c) the issuance of 10 million shares of common stock to the seller of Classroom Tech. Classroom Tech provides cutting-edge presentation products to schools, training facilities, churches, corporations and retail establishments. Their high-quality solutions are customized to meet a variety of needs and budgets in order to provide the best in education and presentation technology. Classroom Tech direct-sources and imports many devices and components which allows the Company to be innovative, nimble, and capable of delivering a broad range of cost-effective solutions. Classroom Tech also offers in-house service and repair facilities and carries many top brands. 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 37 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. The Entertainment segment was sold on February 6, 2019 in exchange for 38,625 Galaxy common shares. |
COVID-19 Update | COVID-19 Update The Covid-19 Pandemic that began in March 2020 caused shelter-in-place policies, unexpected factory closures, supply chain disruptions, and market volatilities across the globe. As a result of the economic disruptions and unprecedented market volatilities and uncertainties driven by the Covid-19 outbreak, the Company experienced some supply chain disruptions. However, the Company has not experienced any significant payment delays or defaults by our customers as a result of the COVID-19 pandemic. The full impact of the Covid-19 outbreak continues to evolve as of the date of this report. The depth and duration of the pandemic remains unknown. Despite the availability of vaccines, recent surges in the infection rate and the detection of new variants of the virus have reinforced the general consensus that the containment of Covid-19 remains a challenge. Management is actively monitoring the global situation and its effect on its financial condition, liquidity, operations, suppliers, industry, and workforce. |
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"). The financial statements include the consolidated assets and liabilities of the combined company (collectively Private Galaxy FLCR Interlock Concepts, Inc., Ehlert Solutions Group, Inc., and Classroom Tech, referred to collectively as the "Company"). See Note 12. All intercompany transactions and accounts have been eliminated in the consolidation. The Company is an over-the-counter public company traded under the stock symbol listing GAXY (formerly FLCR). |
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 valuation of goodwill and intangible assets, valuation of convertible notes payable and 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 The Company's capital structure is as follows: June 30, 2021 Authorized Issued Outstanding Common stock 4,000,000,000 3,139,882,882 3,089,844,257 $.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 Preferred stock-Class D 1,000,000 - - $.0001 par value; no voting rights, convertible to common stock, mandatory conversion to common stock 18 months after issue F-11 Preferred stock-Class E 500,000 500,000 500,000 $.0001 par value; no voting rights, convertible to common stock June 30, 2020 Authorized Issued Outstanding Common stock 4,000,000,000 628,039,242 628,000,617 $.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 Preferred stock-Class D 1,000,000 - - $.0001 par value; no voting rights, convertible to common stock, mandatory conversion to common stock 18 months after issue Preferred stock-Class E 500,000 500,000 500,000 $.0001 par value; no voting rights, convertible to common stock There is no publicly traded market for the preferred shares. There are 239,163,143 common shares reserved at June 30, 2021 under terms of the convertible debt agreements, Equity Purchase Agreement and Stock Plan (see Notes 4, 11 and 13). There are 244,974,231 issued common shares that are restricted as of June 30, 2021. 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. |
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 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, 2021 and 2020, the Company accrued $108,043 and $102,350, 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 $5,693 and $82,494 of warranty expense for the years ended June 30, 2021 and 2020, respectively. The Company negotiated a warranty settlement with one of its manufacturers. At June 30, 2021 and 2020, the Company accrued $0 and $124,437 payable to this manufacturer to be paid over 24 months. F-12 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. Supplier Agreement Galaxy is an original equipment manufacturer (OEM) for an audio amplification device used primarily in classrooms under a master supplier contract. The master supplier agreement outlines terms of each purchase order issued under the agreement. The Company is contractually guaranteed reimbursement as a mechanism to collect amounts due from the customer tooling sales. Under this arrangement, amounts due from tooling sales are collected as units are delivered over the supply arrangement. Variable consideration such as discounts are also included in estimating the transaction price are based on reasonably available information. The Company accounts for consideration payable to a customer as a reduction of the transaction price thereby reducing the amount of revenue recognized. In general, Galaxy receives a prepayment with each purchase order to cover upfront costs. The prepayment, a contract liability, is recorded as deferred revenue and released to income as finished products are shipped and received. Contract assets are recorded in accounts receivable. The supplier agreement states that title passes upon receipt. The product is rebranded and sold to customers. The supplier contract was acquired with the Concepts and Solutions acquisition in September 2019. The initial contract was for 1 year with 2 two-year extensions available. The master agreement extensions will expire in September 2024. Contract assets and contract liabilities are as follows: June 30, 2021 June 30, 2020 Contract Assets $ 43,360 $ - Contract Liabilities $ 228,514 $ 463,961 For the years ended June 30, 2021 and 2020, the Company recognized $1,467,589 and $0 of revenues related to supplier agreements. |
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 Accounts receivable is recognized when the Company's right to consideration is unconditional and is presented net of 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 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, 2021 and 2020. At June 30, 2021 and 2020, $190,779 and $670,031 of total accounts receivable were considered unbilled and recorded as deferred revenue. |
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 and is primarily comprised of interactive panels, audio, intercom and bell products and related accessories. Management estimates $67,635 of inventory reserves at June 30, 2021 and 2020, 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 and the estimated useful lives used in computing depreciation, are as follows: Furniture and fixtures 5 years Equipment 5 to 8 years Vehicles 5 years Building 40 years Building improvements 8 years Depreciation is provided using the straight-line method over the estimated useful lives of the depreciable assets. Depreciation expense was $16,005 and $29,795 for the years ended June 30, 2021 and 2020, 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 asset's carrying amount over the fair value of the asset. |
Goodwill | Goodwill Goodwill is attributed to the reverse merger of FullCircle Registry and the acquisition of Concepts and Solutions. Goodwill 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. As of June 30, 2020, the only asset required to be measured on a nonrecurring basis was goodwill and the fair value of the asset amounted to $834,220 using level 3 valuation techniques. Management determined that a triggering event to assess goodwill impairment occurred in an interim period during the year ending June 30, 2020 due to the separation of a key executive associated with the acquisition of Concepts and Solutions. While there was no single determinative event, the consideration in totality of several factors that developed during the year of 2020 led management to conclude that it was more likely than not that the fair values of certain intangible assets and goodwill acquired as part of the Ehlert Solutions Group, Inc and Interlock Concepts, Inc acquisitions were below their carrying amounts. These factors included: a) former key executive separating from us; b) respective former key executive violating his noncompete changing the use and value of it; c) sustained decrease in our share price which reduced market capitalization; and d) uncertainty in the United States and global economies beginning in March 2020 due to the COVID-19 pandemic. As a result of the impairment test, the audited results for the year ended 2020 included non-cash impairment losses of $2,000,287, comprised of $800,287 related to goodwill and $1,200,000 related to finite-lived intangible assets. No such impairment of goodwill was noted for the year ended June 30, 2021. |
Intangible Assets | Intangible Assets Intangible assets are stated at the lower of cost or fair value. Intangible assets are amortized on a straight-line basis over periods ranging from two Goodwill and intangible assets are comprised of the following at June 30, 2021: Cost Accumulated Amortization Net Book Value Impairment Total Goodwill $ 834,220 $ - $ 834,220 $ - $ 834,220 Finite-lived assets: Customer list $ 922,053 $ (314,166) $ 607,887 $ - $ 607,887 Vendor relationships 484,816 (168,474) 316,342 - 316,342 Product development costs 790,118 (197,532) 592,586 - 592,586 $ 2,196,987 $ (680,172) $ 1,516,815 $ - $ 1,516,815 F-14 Goodwill and intangible assets are comprised of the following at June 30, 2020: Cost Accumulated Amortization Net Book Value Impairment Total Goodwill $ 1,634,507 $ - $ 1,634,507 $ (800,287) $ 834,220 Finite-lived assets: Customer list $ 881,000 $ (132,147) $ 748,853 $ - $ 748,853 Vendor relationships 479,000 (71,847) 407,153 - 407,153 Noncompete agreement 1,600,000 (400,000) 1,200,000 (1,200,000) - Product development costs 281,845 (1,536) 280,309 - 280,309 $ 3,241,845 $ (605,530) $ 2,636,315 $ (1,200,000) $ 1,436,315 Estimated amortization expense related to finite-lived intangible assets for the next five years is: $508,978 for fiscal year 2022, $508,978 for fiscal year 2023, $354,014 for fiscal year 2024, $123,754 for fiscal year 2025, and $11,527 for fiscal year 2026 and $9,565 thereafter. Amortization expense was $474,635 and $205,536 for the years ended June 30, 2021 and 2020, respectively. |
Product Development Costs | Product Development Costs Costs incurred in designing and developing classroom technology products are expensed as research and development until technological feasibility has been established. Technological feasibility is established upon completion of a detail product design, or in its absence, completion of a working model. Upon the achievement of technological feasibility, development costs are capitalized and subsequently reported at the lower of unamortized cost or net realizable value. Management's judgment is required in determining whether a product provides new or additional functionality, the point at which various products enter the stages at which costs may be capitalized, assessing the ongoing value and impairment of the capitalized costs and determining the estimated useful lives over which the costs are amortized. Annual amortization expense is calculated based on the straight-line method over the product's estimated economic lives. Amortization of product development costs incurred begins when the related products are available for general release to customers. Amortization of product development costs of $195,996 and $1,536 for the years ended June 30, 2021 and 2020, is included in cost of revenues in the Company's consolidated statements of operations. |
Research and Development | Research and Development Research and development costs are expensed as incurred and totaled $0 for the year ended June 30, 2021. A significant portion of research and development costs were capitalized as development costs during the year ended June 30, 2021. Research and development costs are expensed as incurred and totaled $90,654 for the year ended June 30, 2020. |
Warranty | Warranty The Company negotiated a warranty settlement with one of its manufacturers to be paid over twenty-four months. At June 30, 2021 and 2020, the Company accrued $0 and $124,437 payable to this manufacturer. |
Leases | Leases The Company's leases relate primarily to corporate offices and warehouses. Effective July 1, 2019, the Company adopted the FASB guidance on leases ("Topic 842"), which requires leases with durations greater than twelve months to be recognized on the balance sheet. The Company adopted Topic 842 using the modified retrospective transition approach. |
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. F-15 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. |
Stock-based Compensation | Stock-based Compensation The Company records stock-based compensation in accordance with the provisions set forth in ASC 718, Stock Compensation. 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. |
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, 2021 and 2020, 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 and anti-dilution clauses in agreements. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In January 2020, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2020-01, "Investments-Equity Securities (Topic 321), Investments-Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815)-Clarifying the Interactions between Topic 321, Topic 323, and Topic 815." The ASU is based on a consensus of the Emerging Issues Task Force and is expected to increase comparability in accounting for these transactions. ASU 2016-01 made targeted improvements to accounting for financial instruments, including providing an entity the ability to measure certain equity securities without a readily determinable fair value at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. Among other topics, the amendments clarify that an entity should consider observable transactions that require it to either apply or discontinue the equity method of accounting. For public business entities, the amendments in the ASU are effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. The Company is currently evaluating the impacts of adoption of the new guidance to its consolidated financial statements. F-16 In December 2019, the FASB issued ASU No. 2019-12 "Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes ("ASU 2019-12") by removing certain exceptions to the general principles. The amendments will be effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. Early adoption of the amendments is permitted. Depending on the amendment, adoption may be applied on a retrospective, modified retrospective or prospective basis. The Company is currently evaluating the impacts of adoption of the new guidance to its consolidated financial statements. In August 2020, the FASB issued ASU 2020-06, "Accounting for Convertible Instruments and Contracts in an Entity's Own Equity", which simplifies the accounting for certain convertible instruments, amends guidance on derivative scope exceptions for contracts in an entity's own equity and modifies the guidance on diluted EPS calculations as a result of these changes. The guidance in this ASU can be adopted using either a full or modified retrospective approach and becomes effective for annual reporting periods beginning after December 15, 2020, with early adoption permitted. The Company is planning to adopt this ASU on July 1, 2021 and expects to reduce its derivative liability related to adopting this standard in its consolidated financial statements and disclosures. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Capital Structure | The Company's capital structure is as follows: June 30, 2021 Authorized Issued Outstanding Common stock 4,000,000,000 3,139,882,882 3,089,844,257 $.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 Preferred stock-Class D 1,000,000 - - $.0001 par value; no voting rights, convertible to common stock, mandatory conversion to common stock 18 months after issue F-11 Preferred stock-Class E 500,000 500,000 500,000 $.0001 par value; no voting rights, convertible to common stock June 30, 2020 Authorized Issued Outstanding Common stock 4,000,000,000 628,039,242 628,000,617 $.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 Preferred stock-Class D 1,000,000 - - $.0001 par value; no voting rights, convertible to common stock, mandatory conversion to common stock 18 months after issue Preferred stock-Class E 500,000 500,000 500,000 $.0001 par value; no voting rights, convertible to common stock |
Schedule of Contract Assets and Contract Liabilities | Contract assets and contract liabilities are as follows: June 30, 2021 June 30, 2020 Contract Assets $ 43,360 $ - Contract Liabilities $ 228,514 $ 463,961 |
Schedule of Useful Lives of Property and Equipment | Property and equipment and the estimated useful lives used in computing depreciation, are as follows: Furniture and fixtures 5 years Equipment 5 to 8 years Vehicles 5 years Building 40 years Building improvements 8 years |
Schedule of Intangible Assets | Goodwill and intangible assets are comprised of the following at June 30, 2021: Cost Accumulated Amortization Net Book Value Impairment Total Goodwill $ 834,220 $ - $ 834,220 $ - $ 834,220 Finite-lived assets: Customer list $ 922,053 $ (314,166) $ 607,887 $ - $ 607,887 Vendor relationships 484,816 (168,474) 316,342 - 316,342 Product development costs 790,118 (197,532) 592,586 - 592,586 $ 2,196,987 $ (680,172) $ 1,516,815 $ - $ 1,516,815 F-14 Goodwill and intangible assets are comprised of the following at June 30, 2020: Cost Accumulated Amortization Net Book Value Impairment Total Goodwill $ 1,634,507 $ - $ 1,634,507 $ (800,287) $ 834,220 Finite-lived assets: Customer list $ 881,000 $ (132,147) $ 748,853 $ - $ 748,853 Vendor relationships 479,000 (71,847) 407,153 - 407,153 Noncompete agreement 1,600,000 (400,000) 1,200,000 (1,200,000) - Product development costs 281,845 (1,536) 280,309 - 280,309 $ 3,241,845 $ (605,530) $ 2,636,315 $ (1,200,000) $ 1,436,315 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Jun. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment are comprised of the following at: 2021 2020 Vehicles $ 115,135 $ 115,135 Equipment 25,115 6,097 Leasehold improvements 31,000 - Furniture and fixtures 25,085 24,335 196,335 145,567 Accumulated depreciation (109,523) (93,518) Property and equipment, net $ 86,812 $ 52,049 |
Notes Payable (Tables)
Notes Payable (Tables) | 12 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Notes Payable | The Company's long term notes payable obligations to unrelated parties are as follows at: 2021 2020 Note payable with a bank bearing interest at 4% and maturing on June 26, 2020. The note was renewed by the lender with a revised maturity of June 26, 2021 and a lowered interest rate to 3%. In July 2021, the note was renewed by the lender with a revised maturity date of July 7, 2026. The renewal provides for monthly interest payments and a balloon payment of outstanding principal and interest at maturity. The note is collateralized by a certificate of deposit owned by a related party. $ 237,039 $ 274,900 Long term PPP loan under the CARES Act bearing interest at 0.98% and maturing in April 2022 - 310,832 Note payable to an investor bearing interest of 10% and maturing on January 13, 2022 with monthly installments of principal and interest of $45,294 beginning in June 2021. 348,456 - Long term loan under Section 7(b) of the Economic Injury Disaster Loan program bearing interest at 3.75% and maturing in May 2050 150,000 150,000 Financing lease liabilities for offices and warehouses with monthly installments of $24,091 (ranging from $245 to $9,664) over terms, expiring through December 2024 208,051 223,982 F-17 Financing leases with a related party for delivery vehicles with monthly installments totaling $813, including interest, over five-year terms expiring through July 2020 $ - $ 1,245 Note payable with a finance company for delivery vehicle with monthly installments totaling $679 including interest at 8.99% over a 6-year term expiring in December 2025 31,016 34,019 Total Notes Payable 974,562 994,978 Less: Unamortized original issue discounts 17,500 - Current Portion of Notes Payable 552,055 512,425 Long-term Portion of Notes Payable $ 405,007 $ 482,553 |
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, 2022 $ 552,055 2023 107,565 2024 61,831 2025 62,606 2026 60,286 Thereafter 130,219 $ 974,562 |
Schedule of Convertible Notes Payable | 2021 2020 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 bore interest at 10% per year. The Company issued 25,000 common shares to the investor. Three draws of $56,250, $112,500, and $56,250 were borrowed under this note. The note principal and interest were 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 had prepayment penalties ranging from 110% to 125% of the principal and interest outstanding if repaid within 60 to 180 days from issuance. The note matured in three intervals in March 2020 November 2020 $ - $ 24,150 On November 18, 2019, the Company signed a convertible promissory note with an investor. The $110,000 note was issued at a discount of $10,000 and bore interest at 8% per year. The note principal and interest were convertible into shares of common stock at the lower of (a) 70% of the lowest traded price of common stock during the 15 trading days prior to the issue date or (b) 70% of the lowest traded price for the common stock during the 15 trading days prior to conversion of the note. The note matured in November 2020 - 1,000 F-18 On December 11, 2019, the Company signed a convertible promissory note with an investor. The $220,430 note was issued at a discount of $15,430 and bore interest at 8% per year. The note principal and interest were convertible into shares of common stock at the lower of (a) $0.46 per share or (b) 75% of the lowest trading price of common stock during the 10 trading days prior to conversion beginning in June 2020. The note matured in December 2020 $ - $ 121,000 On November 25, 2019, the Company signed a convertible promissory note with an investor. The $1,000,000 note was issued at a discount of $70,000 and bore interest at 8% per year. The note principal and interest up to $250,000 every 30-day calendar period were 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) $0.46 per share. The note matured in November 2020 - 825,000 On January 9, 2020, the Company entered into a $225,000 convertible note. The $225,000 note was issued at a discount of $13,500 and bore interest at 8% per year. The note principal and interest were 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) the lowest traded price of the common stock during the 10 trading days prior to the issuance of this note. The note matured in October 2020 - 250,000 On March 25, 2020 the Company signed a convertible promissory note with an investor. The $338,625 note was issued at a discount of $23,625 and bore interest at 8% per year. The note principal and interest were convertible into shares of common stock at the lower of (a) $0.46 per share or (b) 75% of the lowest trading price of common stock during the 10 trading days prior to conversion. The note matured in March 2021 - 338,625 On June 26, 2020, the Company signed a convertible promissory note with an investor. The $430,000 note was issued at a discount of $30,000 and bore interest at 8% per year. The note principal and interest were convertible into shares of common stock at the lower of (a) $0.47 per share or (b) 70% of the lowest trading price of common stock during the 10 trading days prior to conversion. The note matures in June 2021 - 430,000 Total Convertible Notes Payable - 1,989,975 Less: Unamortized original issue discounts - 888,075 Current Portion of Convertible Notes Payable - 1,101,900 Long-term Portion of Convertible Notes Payable $ - $ - |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Jun. 30, 2021 | |
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, 2021 and 2020 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. At June 30, 2021 Total Level 1 Level 2 Level 3 Original issue discount, convertible debt $ 1,842,000 $ - $ - $ 1,842,000 At June 30, 2020 Total Level 1 Level 2 Level 3 Original issue discount, convertible debt $ 213,300 $ - $ - $ 213,300 Derivative liability, warrants 33,312 - - 33,312 Total: $ 246,612 $ - $ - $ 246,612 |
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, 2021 Risk-free interest rate: 0.17% Expected dividend yield: 0.00% Expected stock price volatility: 295.00% Expected option life in years: .037 to .70 years At June 30, 2020 Risk-free interest rate: 0.09% Expected dividend yield: 0.00% Expected stock price volatility: 300.00% Expected option life in years: 0.089 to 1.69 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 Company's convertible debt components classified as Level 3 in the fair value hierarchy at June 30, 2021 and 2020: Balance at June 30, 2019 $ 1,025,944 Convertible securities at inception 2,027,000 Settlement of conversion features and warrants (152,374) Realized (240,903) Unrealized (2,413,055) Balance at June 30, 2020 $ 246,612 Balance at June 30, 2020 $ 246,612 Convertible securities at inception 4,000 Realized (80,924) Unrealized 1,672,312 Balance at June 30, 2021 $ 1,842,000 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Jun. 30, 2021 | |
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: 2021 2020 Note payable to a stockholder in which the $200,000 principal plus $10,000 of interest was payable in December 2019. Borrowings under the note increased to $400,000 and the maturity was extended to November 2021 $ 400,000 $ 400,000 Fair value of unsecured notes payable to seller of Concepts and Solutions, a related party, bearing interest at 3% per year, payable in annual installments through November 30, 2021. Payment is subject to adjustment based on the achievement of minimum gross revenues and successful completion of certain pre--acquisition withholding tax issues of Concepts and Solutions. 1,030,079 1,030,079 Note payable to a stockholder in which the note principal plus 6% interest is payable in November 2021. Note was amended in March 2020 by increasing the balance to $1,225,000. Interest is payable in cash or common stock, at the holder's option. If interest is paid in common stock, the conversion price will be the market price at the time of conversion. Principal on the note at maturity is convertible into 1,225,000 shares of Series D Preferred Stock. If principal is paid prior to maturity, the right of conversion is terminated. 1,225,000 1,225,000 F-21 Note payable to a stockholder in which the note principal plus 6% interest is payable in November 2021 200,000 200,000 Note payable to a stockholder in which the note principal plus interest at 15% is payable the earlier of 60 days after invoicing a certain customer, or April 2022 385,000 385,000 Note payable related to acquisition of Classroom Tech in which the note principal is payable in 2021 with no interest obligations, upon the shareholder's resolution of a pre-acquisition liability with a bank. 155,690 - Other short term notes payable to stockholders and related parties 75,986 107,733 Total Related Party Notes Payable 3,471,755 3,347,812 Current Portion of Related Party Notes Payable 3,471,755 1,272,812 Long-term Portion of Related Party Notes Payable $ - $ 2,075,000 |
Lease Agreements (Tables)
Lease Agreements (Tables) | 12 Months Ended |
Jun. 30, 2021 | |
Leases [Abstract] | |
Schedule of Operating Lease Right-of-Use Assets and Operating Lease Liabilities | Right of use assets: Operating right of use assets $ 208,051 Operating lease liabilities: Current portion of long term notes payable 152,824 Notes payable, less current portion 55,227 Total operating lease liabilities $ 208,051 |
Schedule of Operating Lease Maturities | As of June 30, 2021, operating lease maturities are as follows: Period ending June 30, 2022 $ 152,824 2023 50,817 2024 2,940 2025 1,470 $ 208,051 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Jun. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Effective Tax Rate Differed from Federal Statutory Income Tax Rate | The Company’s effective tax rate differed from the federal statutory income tax rate for the years ended June 30, 2021 and 2020 as follows: Federal statutory rate 21% State tax, net of federal tax effect 5.5% Valuation allowance 27% Effective tax rate 0% |
Schedule of Deferred Tax Assets and Liabilities | The Company’s deferred tax assets and liabilities as of June 30, 2021 and 2020, are summarized as follows: 2021 2020 Federal Deferred tax assets $ 10,226,700 $ 4,825,100 Less valuation allowance (10,226,700) (4,825,100) Deferred tax liabilities - - - - State Deferred tax assets 2,730,800 1,290,900 Less valuation allowance (2,730,800) (1,290,900) 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, 2021 and 2020, are as follows: 2021 2020 Net operating loss carryforwards $ 12,579,200 $ 5,767,000 Valuation allowance (12,957,500) (6,116,000) Property and equipment (20,400) (10,500) Goodwill 251,600 278,900 Intangible assets 72,900 35,800 Development costs 27,900 - Inventory allowance 17,800 17,800 Warranty accrual 28,500 27,000 Net Deferred Tax Assets $ - $ - |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Jun. 30, 2021 | |
Concepts and Solutions [Member] | |
Schedule of Assets and Liabilities as of the Acquisition Date Through Pushdown Accounting | The following table summarizes the preliminary allocation of the fair value of the assets and liabilities as of the acquisition 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 $ 201,161 Accounts receivable 1,165,953 Inventory 94,360 Property and equipment 20,904 Other assets 2,800 Goodwill and other intangibles 3,760,287 Total Assets 5,245,465 Liabilities Accounts payable 1,225,734 Accrued expenses 783,540 Short-term debt 96,941 Deferred revenue 518,900 Total Liabilities 2,625,115 Net Assets $ 2,620,350 Consideration: Fair value of anti-dilution clause in employment agreement $ 235,350 Note payable to seller 900,000 Stock 1,485,000 $ 2,620,350 |
Classroom Technologies Solutions Inc [Member] | |
Schedule of Assets and Liabilities as of the Acquisition Date Through Pushdown Accounting | The following table summarizes the allocation of the fair value of the assets as of the acquisition date through pushdown accounting. Cash $ 38,836 Accounts receivable 31,710 Inventory 209,431 Property and equipment 17,530 Other assets 1,150 Intangibles 46,869 Total Assets $ 345,526 Consideration Stock $ 151,000 Bonus program 30,000 Notes payable to seller and related party of seller 164,526 $ 345,526 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Narrative) (Details) - USD ($) | Oct. 15, 2020 | Sep. 04, 2019 | Jun. 30, 2021 | Jun. 30, 2020 | Feb. 06, 2019 | Jun. 30, 2018 |
Increase in Authorized shares of Common stock | 4,000,000,000 | |||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Accrued Expense | $ 108,043 | $ 102,350 | ||||
Warranty expenses | 5,693 | 82,494 | ||||
Impairment losses | 2,000,287 | |||||
Goodwill impairment losses | 800,287 | |||||
Impairment of intangible assets | 1,200,000 | |||||
Estimated amortization expense related to intangible assets 2022 | 508,978 | |||||
Estimated amortization expense related to intangible assets 2023 | 508,978 | |||||
Estimated amortization expense related to intangible assets 2024 | 354,014 | |||||
Estimated amortization expense related to intangible assets 2025 | 123,754 | |||||
Estimated amortization expense related to intangible assets 2026 | 11,527 | |||||
Estimated amortization expense related to intangible assets thereafter | 9,565 | |||||
Amortization expense | 474,635 | 205,536 | ||||
Amortization of product development costs | 195,996 | 1,536 | ||||
Research and development cost | 0 | 90,654 | ||||
Depreciation expense | $ 490,640 | 644,545 | ||||
Number of Common shares exchange | 38,625 | |||||
Common shares reserved under terms of the convertible debt agreements and Stock Plan | 239,163,143 | |||||
Restricted common shares issued | 244,974,231 | |||||
Accrued payable | $ 0 | 124,437 | ||||
Accounts receivable - unbilled | 190,779 | 670,031 | ||||
Inventory reserves | 67,635 | 67,635 | ||||
Recognized revenue | 1,467,589 | 0 | ||||
Goodwill | $ 834,220 | 834,220 | ||||
Nonrecurring [Member] | Level 3 [Member] | ||||||
Goodwill | 834,220 | |||||
Minimum [Member] | ||||||
Useful life of intangible assets | 2 years | |||||
Maximum [Member] | ||||||
Useful life of intangible assets | 5 years | |||||
Concepts and Solutions [Member] | ||||||
Percentage of stock acquired under stock purchase agreement | 100.00% | |||||
Purchase price for acquisition in shares | 1,350,000 | |||||
Purchase price for acquisition in notes payable to seller | $ 3,000,000 | |||||
Assets acquired | $ 5,245,465 | |||||
Asset Purchase Agreement with Classroom Technologies Solutions, Inc [Member] | ||||||
Purchase price for acquisition in shares | 10,000,000 | |||||
Assets acquired | $ 120,000 | |||||
Promissory note | $ 44,526 | |||||
Manufacturer [Member] | ||||||
Accrued payable | $ 0 | $ 124,437 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Schedule of Capital Structure) (Details) - USD ($) | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2018 |
Common Stock, Shares Authorized | 4,000,000,000 | 4,000,000,000 | |
Common Stock, Shares, Issued | 3,139,882,882 | 628,039,242 | |
Common Stock, Shares, Outstanding | 3,089,844,257 | 628,000,617 | |
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred Stock, Shares Authorized | 200,000,000 | 200,000,000 | |
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | |
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 | |
Preferred Class D [Member] | |||
Preferred Stock, Shares Authorized | 1,000,000 | 1,000,000 | |
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | |
Preferred Class E [Member] | |||
Preferred Stock, Shares Authorized | 500,000 | 500,000 | |
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | |
Preferred stock, shares, Issued | 500,000 | 500,000 | |
Preferred stock, shares, Outstanding | $ 500,000 | $ 500,000 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Schedule of Contract Assets and Contract Liabilities) (Details) - USD ($) | Jun. 30, 2021 | Jun. 30, 2020 |
Accounting Policies [Abstract] | ||
Contract assets | $ 43,360 | |
Contract liabilities | $ 228,514 | $ 463,961 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies (Schedule of Useful lives of Property and Equipment) (Details) | 12 Months Ended |
Jun. 30, 2021 | |
Furniture and fixtures [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
Equipment [Member] | 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 |
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 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies (Schedule of Finite Lived Assets) (Details) - USD ($) | 12 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Finite-lived assets: | ||
Cost | $ 2,196,987 | $ 3,241,845 |
Accumulated Amortization | (680,172) | (605,530) |
Net Book Value | 1,516,815 | 1,436,315 |
Impairment | (2,000,287) | |
Total | 1,516,815 | 1,436,315 |
Customer List [Member] | ||
Finite-lived assets: | ||
Cost | 922,053 | 881,000 |
Accumulated Amortization | (314,166) | (132,147) |
Net Book Value | 607,887 | 748,853 |
Impairment | ||
Total | 607,887 | 748,853 |
Vendor relationships [Member] | ||
Finite-lived assets: | ||
Cost | 484,816 | 479,000 |
Accumulated Amortization | (168,474) | (71,847) |
Net Book Value | 316,342 | 407,153 |
Impairment | ||
Total | 316,342 | 407,153 |
Noncompete Agreement [Member] | ||
Finite-lived assets: | ||
Cost | 1,600,000 | |
Accumulated Amortization | (400,000) | |
Net Book Value | 1,200,000 | |
Impairment | (1,200,000) | |
Total | ||
Product Development Costs [Member] | ||
Finite-lived assets: | ||
Cost | 790,118 | 281,845 |
Accumulated Amortization | (197,532) | (1,536) |
Net Book Value | 592,586 | 280,309 |
Impairment | ||
Total | 592,586 | 280,309 |
Goodwill [Member] | ||
Finite-lived assets: | ||
Cost | 834,220 | 1,634,507 |
Accumulated Amortization | ||
Net Book Value | 834,220 | 1,634,507 |
Impairment | (800,287) | |
Total | $ 834,220 | $ 834,220 |
Property and Equipment (Schedul
Property and Equipment (Schedule of Property and Equipment) (Details) - USD ($) | Jun. 30, 2021 | Jun. 30, 2020 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Gross | $ 196,335 | $ 145,567 |
Accumulated depreciation | (109,523) | (93,518) |
Property and equipment, net | 86,812 | 52,049 |
Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Gross | 115,135 | 115,135 |
Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Gross | 25,115 | 6,097 |
Leasehold improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Gross | 31,000 | |
Furniture and fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Gross | $ 25,085 | $ 24,335 |
Line of Credit (Details)
Line of Credit (Details) - USD ($) | 12 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Line of Credit Facility [Line Items] | ||
Line of credit maximum borrowing capacity | $ 1,000,000 | $ 1,250,000 |
Debt maturity | Oct. 29, 2021 | |
Line of credit | $ 991,598 | 1,236,598 |
Minimum average bank balance | $ 50,000 | |
Percentage of curtailment of outstanding balance | 20.00% | |
Number of common stock owned by two stockholders | 7,026,894 | |
Line of Credit Interest Bearing [Member] | ||
Line of Credit Facility [Line Items] | ||
Interest rate basis | prime plus 0.5% | |
Interest rate | 3.75% | 4.25% |
Notes Payable (Narrative) (Deta
Notes Payable (Narrative) (Details) - USD ($) | Jan. 09, 2020 | Dec. 11, 2019 | Jul. 31, 2021 | Jun. 26, 2020 | Mar. 25, 2020 | Nov. 25, 2019 | Nov. 18, 2019 | Mar. 28, 2019 | Jun. 30, 2021 | Jun. 30, 2020 |
Debt Instrument [Line Items] | ||||||||||
Notes Payable | $ 1,030,079 | $ 1,030,079 | ||||||||
Debt discount | 17,500 | |||||||||
Interest accretion | $ 382,436 | $ 1,825,506 | ||||||||
Unexercised warrants price per share | $ 4 | |||||||||
Expiration period | 36 months | |||||||||
Exercise price | $ 4 | |||||||||
Outstanding warrants expired | between November 29, 2021 and November 18, 2022 | |||||||||
Unexercised warrants outstanding | $ 204,771,864 | |||||||||
Notes Payable [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Interest rate | 4.00% | 3.00% | ||||||||
Debt maturity | Jun. 26, 2021 | |||||||||
Notes Payable [Member] | Subsequent Event [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt maturity | Jul. 7, 2026 | |||||||||
Notes Payable One [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Monthly installment | $ 13,137 | |||||||||
Interest rate | 0.98% | |||||||||
Debt maturity | Apr. 30, 2022 | |||||||||
Notes Payable Two [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Monthly installment | $ 45,294 | |||||||||
Interest rate | 10.00% | |||||||||
Debt maturity | Jan. 13, 2022 | |||||||||
Notes Payable Three [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Monthly installment | $ 731 | |||||||||
Interest rate | 3.75% | |||||||||
Debt maturity | May 31, 2050 | |||||||||
Notes Payable Four [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Monthly installment | $ 24,091 | |||||||||
Debt maturity | Dec. 31, 2024 | |||||||||
Notes Payable Four [Member] | Minimum [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Monthly installment | $ 245 | |||||||||
Notes Payable Four [Member] | Maximum [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Monthly installment | 9,664 | |||||||||
Notes Payable Five [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Monthly installment | $ 813 | |||||||||
Debt term | 5 years | |||||||||
Debt maturity | Jul. 31, 2020 | |||||||||
Notes Payable Six [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Monthly installment | $ 679 | |||||||||
Debt term | 6 years | |||||||||
Interest rate | 8.99% | |||||||||
Debt maturity | Dec. 31, 2025 | |||||||||
Convertible Notes Payable [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Notes Payable | $ 225,000 | |||||||||
Amounts withdraw | 56,250 | |||||||||
Debt discount | $ 20,000 | |||||||||
Interest rate | 10.00% | |||||||||
Debt maturity | Nov. 30, 2020 | |||||||||
Interest expense | $ 274,703 | $ 340,526 | ||||||||
Prepayment penalties | $ 111,000 | $ 139,000 | ||||||||
Percentage of lowest traded price | 70.00% | |||||||||
Conversion price | $ 3 | |||||||||
Convertible Notes Payable [Member] | Investor [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Share Issued | 25,000 | |||||||||
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] | ||||||||||
Amounts withdraw | $ 56,250 | |||||||||
Debt maturity | Mar. 31, 2020 | |||||||||
Convertible Notes Payable Two [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Amounts withdraw | $ 112,500 | |||||||||
Debt maturity | Jun. 30, 2020 | |||||||||
Convertible Notes Payable One [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Notes Payable | $ 110,000 | |||||||||
Debt discount | $ 10,000 | |||||||||
Interest rate | 8.00% | |||||||||
Debt maturity | Nov. 30, 2020 | |||||||||
Percentage of lowest traded price | 70.00% | |||||||||
Percentage of lowest traded price before issue date | 70.00% | |||||||||
Convertible Notes Payable One [Member] | Minimum [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Prepayment penalties, percentage | 115.00% | |||||||||
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 | $ 220,430 | |||||||||
Debt discount | $ 15,430 | |||||||||
Interest rate | 8.00% | |||||||||
Debt maturity | Dec. 31, 2020 | |||||||||
Percentage of lowest traded price | 75.00% | |||||||||
Conversion price | $ 0.46 | |||||||||
Convertible Notes Payable Two [Member] | Minimum [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Prepayment penalties, percentage | 120.00% | |||||||||
Convertible Notes Payable Two [Member] | Maximum [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Prepayment penalties, percentage | 130.00% | |||||||||
Convertible Notes Payable Three [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Notes Payable | $ 1,000,000 | |||||||||
Debt discount | $ 70,000 | |||||||||
Interest rate | 8.00% | |||||||||
Debt maturity | Nov. 30, 2020 | |||||||||
Percentage of lowest traded price | 75.00% | |||||||||
Conversion price | $ 0.46 | |||||||||
Percentage of redemption premium | 115.00% | |||||||||
Convertible Notes Payable Three [Member] | Maximum [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Notes payable principal and interest | $ 250,000 | |||||||||
Convertible Notes Payable Four [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Notes Payable | $ 225,000 | |||||||||
Debt discount | $ 13,500 | |||||||||
Interest rate | 8.00% | |||||||||
Debt maturity | Oct. 31, 2020 | |||||||||
Percentage of lowest traded price | 75.00% | |||||||||
Amount of note increased | $ 250,000 | |||||||||
Convertible Notes Payable Four [Member] | Minimum [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Prepayment penalties, percentage | 110.00% | |||||||||
Convertible Notes Payable Four [Member] | Maximum [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Prepayment penalties, percentage | 125.00% | |||||||||
Convertible Notes Payable Five [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Notes Payable | $ 338,625 | |||||||||
Debt discount | $ 23,625 | |||||||||
Interest rate | 8.00% | |||||||||
Debt maturity | Mar. 31, 2021 | |||||||||
Percentage of lowest traded price | 75.00% | |||||||||
Conversion price | $ 0.46 | |||||||||
Convertible Notes Payable Five [Member] | Minimum [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Prepayment penalties, percentage | 120.00% | |||||||||
Convertible Notes Payable Five [Member] | Maximum [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Prepayment penalties, percentage | 130.00% | |||||||||
Convertible Notes Payable Six [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Notes Payable | $ 430,000 | |||||||||
Debt discount | $ 30,000 | |||||||||
Interest rate | 8.00% | |||||||||
Debt maturity | Jun. 30, 2021 | |||||||||
Percentage of lowest traded price | 70.00% | |||||||||
Conversion price | $ 0.47 | |||||||||
Convertible Notes Payable Six [Member] | Minimum [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Prepayment penalties, percentage | 120.00% | |||||||||
Convertible Notes Payable Six [Member] | Maximum [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Prepayment penalties, percentage | 130.00% | |||||||||
Line of Credit Interest Bearing [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Interest rate | 3.75% | 4.25% |
Notes Payable (Schedule of long
Notes Payable (Schedule of long-term Notes Payable) (Details) - USD ($) | Jun. 30, 2021 | Jun. 30, 2020 |
Debt Instrument [Line Items] | ||
Total Notes Payable | $ 974,562 | $ 994,978 |
Less: Unamortized original issue discounts | 17,500 | |
Current Portion of Notes Payable | 552,055 | 512,425 |
Long-term Portion of Notes Payable | 405,007 | 482,553 |
Notes Payable [Member] | ||
Debt Instrument [Line Items] | ||
Total Notes Payable | 237,039 | 274,900 |
Notes Payable One [Member] | ||
Debt Instrument [Line Items] | ||
Total Notes Payable | 310,832 | |
Notes Payable Two [Member] | ||
Debt Instrument [Line Items] | ||
Total Notes Payable | 348,456 | |
Notes Payable Three [Member] | ||
Debt Instrument [Line Items] | ||
Total Notes Payable | 150,000 | 150,000 |
Notes Payable Four [Member] | ||
Debt Instrument [Line Items] | ||
Total Notes Payable | 208,051 | 223,982 |
Notes Payable Five [Member] | ||
Debt Instrument [Line Items] | ||
Total Notes Payable | 1,245 | |
Notes Payable Six [Member] | ||
Debt Instrument [Line Items] | ||
Total Notes Payable | $ 31,016 | $ 34,019 |
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, 2021 | Jun. 30, 2020 |
Debt Disclosure [Abstract] | ||
2022 | $ 552,055 | |
2023 | 107,565 | |
2024 | 61,831 | |
2025 | 62,606 | |
2026 | 60,286 | |
Thereafter | 130,219 | |
Long-term Debt | $ 974,562 | $ 994,978 |
Notes Payable (Schedule of Conv
Notes Payable (Schedule of Convertible Notes Payable) (Details) - USD ($) | Jun. 30, 2021 | Jun. 30, 2020 |
Debt Instrument [Line Items] | ||
Total Convertible Notes Payable | $ 1,989,975 | |
Less: Unamortized original issue discounts | 888,075 | |
Current Portion of Convertible Notes Payable | 1,101,900 | |
Long-term Portion of Convertible Notes Payable | ||
Convertible Notes Payable [Member] | ||
Debt Instrument [Line Items] | ||
Total Convertible Notes Payable | 24,150 | |
Convertible Notes Payable one [Member] | ||
Debt Instrument [Line Items] | ||
Total Convertible Notes Payable | 1,000 | |
Convertible Notes Payable Two [Member] | ||
Debt Instrument [Line Items] | ||
Total Convertible Notes Payable | 121,000 | |
Convertible Notes Payable Three [Member] | ||
Debt Instrument [Line Items] | ||
Total Convertible Notes Payable | 825,000 | |
Convertible Notes Payable Four [Member] | ||
Debt Instrument [Line Items] | ||
Total Convertible Notes Payable | 250,000 | |
Convertible Notes Payable Five [Member] | ||
Debt Instrument [Line Items] | ||
Total Convertible Notes Payable | 338,625 | |
Convertible Notes Payable Six [Member] | ||
Debt Instrument [Line Items] | ||
Total Convertible Notes Payable | $ 430,000 |
Fair Value Measurements (Schedu
Fair Value Measurements (Schedule of Fair Values Determined by Level 3 Inputs) (Details) - USD ($) | Jun. 30, 2021 | Jun. 30, 2020 |
Liabilities: | ||
Derivative liability, warrants | $ 2,000,000 | |
Recurring [Member] | ||
Liabilities: | ||
Original issue discount, convertible debt | $ 1,842,000 | 213,300 |
Derivative liability, warrants | 33,312 | |
Total: | 246,612 | |
Recurring [Member] | Level 1 [Member] | ||
Liabilities: | ||
Original issue discount, convertible debt | ||
Derivative liability, warrants | ||
Total: | ||
Recurring [Member] | Level 2 [Member] | ||
Liabilities: | ||
Original issue discount, convertible debt | ||
Derivative liability, warrants | ||
Total: | ||
Recurring [Member] | Level 3 [Member] | ||
Liabilities: | ||
Original issue discount, convertible debt | $ 1,842,000 | 213,300 |
Derivative liability, warrants | 33,312 | |
Total: | $ 246,612 |
Fair Value Measurements (Sche_2
Fair Value Measurements (Schedule of Derivative Liability Valued Using Monte Carlo Pricing Model) (Details) | 12 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Risk-free interest rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative Liability Valued Using Monte Carlo Pricing Model | 0.17% | 0.09% |
Expected dividend yield [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative Liability Valued Using Monte Carlo Pricing Model | 0.00% | 0.00% |
Expected stock price volatility [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative Liability Valued Using Monte Carlo Pricing Model | 295.00% | 300.00% |
Expected option life in years [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative Liability Valued Using Monte Carlo Pricing Model | .037 to .70 years | 0.089 to 1.69 years |
Fair Value Measurements (Sche_3
Fair Value Measurements (Schedule of Reconciliation of Changes in Fair Value of Convertible Debt) (Details) - USD ($) | 12 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Beginning balance | $ 246,612 | |
Ending balance | 1,842,000 | $ 246,612 |
Level 3 [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Beginning balance | 246,612 | 1,025,944 |
Convertible Securities at inception | 4,000 | 2,027,000 |
Settlement of conversion features and warrants | (152,374) | |
Realized | (80,924) | (240,903) |
Unrealized | 1,672,312 | (2,413,055) |
Ending balance | $ 1,842,000 | $ 246,612 |
Related Party Transactions (Nar
Related Party Transactions (Narrative) (Details) - USD ($) | 12 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Related Party Transaction [Line Items] | ||
Notes payable | $ 1,484,473 | |
Lease Expired | Dec. 31, 2021 | |
Operating Leases, Rent Expense | $ 290,772 | $ 18,000 |
Monthly lease payment | 9,664 | |
Short term commercial deposit | 274,900 | |
Long-term Note Payable to Related Party - 1 [Member] | ||
Related Party Transaction [Line Items] | ||
Interest payable | 10,000 | |
Notes payable | $ 200,000 | |
Interest rate | 6.00% | |
Debt maturity | Nov. 30, 2021 | |
Long-term Note Payable to Related Party - 1 [Member] | Series D Preferred Stock [Member] | ||
Related Party Transaction [Line Items] | ||
Conversion of shares | 400,000 | |
Unsecured note payble [Member] | ||
Related Party Transaction [Line Items] | ||
Interest rate | 3.00% | |
Debt maturity | Nov. 30, 2021 | |
Long-term Note Payable to Related Party - 3 [Member] | ||
Related Party Transaction [Line Items] | ||
Notes payable | $ 1,225,000 | |
Interest rate | 6.00% | |
Long-term Note Payable to Related Party - 3 [Member] | Series D Preferred Stock [Member] | ||
Related Party Transaction [Line Items] | ||
Conversion of shares | 1,225,000 | |
Long-term Note Payable to Related Party - 4 [Member] | ||
Related Party Transaction [Line Items] | ||
Interest rate | 6.00% | |
Debt maturity | Nov. 30, 2021 | |
Long-term Note Payable to Related Party - 4 [Member] | Series D Preferred Stock [Member] | ||
Related Party Transaction [Line Items] | ||
Conversion of shares | 200,000 | |
Long-term Note Payable to Related Party - 5 [Member] | ||
Related Party Transaction [Line Items] | ||
Interest rate | 15.00% | |
Debt maturity | Apr. 30, 2022 | |
Short Term Note [Member] | ||
Related Party Transaction [Line Items] | ||
Collateral fee | $ 7,500 |
Related Party Transactions (Sch
Related Party Transactions (Schedule of Notes Payable Obligations to Related Parties Assumed in Acquisition) (Details) - USD ($) | Jun. 30, 2021 | Jun. 30, 2020 |
Related Party Transaction [Line Items] | ||
Other short term payables due to stockholders and related parties | $ 75,986 | $ 107,733 |
Total Related Party Notes Payable and Other Payables | 3,471,755 | 3,347,812 |
Current Portion of Related Party Notes Payable and Other Payables | 3,471,755 | 1,272,812 |
Long-term Portion of Related Party Notes Payable and Other Payables | 2,075,000 | |
Long-term Note Payable to Related Party - 1 [Member] | ||
Related Party Transaction [Line Items] | ||
Total Related Party Notes Payable and Other Payables | 400,000 | 400,000 |
Long-term Note Payable to Related Party - 2 [Member] | ||
Related Party Transaction [Line Items] | ||
Total Related Party Notes Payable and Other Payables | 1,030,079 | 1,030,079 |
Long-term Note Payable to Related Party - 3 [Member] | ||
Related Party Transaction [Line Items] | ||
Total Related Party Notes Payable and Other Payables | 1,225,000 | 1,225,000 |
Long-term Note Payable to Related Party - 4 [Member] | ||
Related Party Transaction [Line Items] | ||
Total Related Party Notes Payable and Other Payables | 200,000 | 200,000 |
Long-term Note Payable to Related Party - 5 [Member] | ||
Related Party Transaction [Line Items] | ||
Total Related Party Notes Payable and Other Payables | 385,000 | 385,000 |
Long-term Note Payable to Related Party - 6 [Member] | ||
Related Party Transaction [Line Items] | ||
Total Related Party Notes Payable and Other Payables | $ 155,690 |
Lease Agreements (Narrative) (D
Lease Agreements (Narrative) (Details) - USD ($) | 12 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Notes Payable | $ 1,030,079 | $ 1,030,079 |
Monthly lease payment | $ 9,664 | |
Weighted average remaining lease term | 1 year 5 months 15 days | |
Financial Institution [Member] | ||
Notes Payable | $ 813 | |
Debt maturity | Jul. 31, 2020 | |
Lease term | 5 years | |
Financial Institution [Member] | Financing lease [Member] | ||
Monthly lease payment | $ 24,091 | |
Lease term | 2 years | |
Lease expiration date | Dec. 31, 2024 | |
Financial Institution [Member] | Minimum [Member] | ||
Notes Payable | $ 263 | |
Interest rate | 4.50% | |
Financial Institution [Member] | Minimum [Member] | Financing lease [Member] | ||
Monthly lease payment | $ 245 | |
Financial Institution [Member] | Maximum [Member] | ||
Notes Payable | $ 461 | |
Interest rate | 4.75% | |
Financial Institution [Member] | Maximum [Member] | Financing lease [Member] | ||
Monthly lease payment | $ 9,664 |
Lease Agreements (Schedule of O
Lease Agreements (Schedule of Operating Lease Right-of-Use Assets and Operating Lease Liabilities) (Details) - USD ($) | Jun. 30, 2021 | Jun. 30, 2020 |
Right of use assets | ||
Operating right of use assets | $ 208,051 | $ 223,982 |
Notes Payable Current [Member] | ||
Operating lease liabilities | ||
Current portion of long term notes payable | 152,824 | |
Notes Payable Noncurrent [Member] | ||
Operating lease liabilities | ||
Current portion of long term notes payable | 55,227 | |
Notes Payable [Member] | ||
Operating lease liabilities | ||
Total operating lease liabilities | $ 208,051 |
Lease Agreements (Schedule of_2
Lease Agreements (Schedule of Operating Leases) (Details) | Jun. 30, 2021USD ($) |
Leases [Abstract] | |
2022 | $ 152,824 |
2023 | 50,817 |
2024 | 2,940 |
2025 | 1,470 |
Total lease payments | $ 208,051 |
Equity (Details)
Equity (Details) - USD ($) | 12 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Class of Stock [Line Items] | ||
Consideration amount | $ 57,500,000 | $ 525,000 |
Convertible Notes Payable | $ 1,989,975 | |
Common stock issued as collateral | 50,000,000 | |
Preferred Class E [Member] | ||
Class of Stock [Line Items] | ||
Share Issued | 500,000 | |
Convertible Notes Payable | $ 1,190,476 | |
Stock Plan [Member] | ||
Class of Stock [Line Items] | ||
Shares awarded under stock plan | 97,250,000 | 642,857 |
Consulting Services [Member] | ||
Class of Stock [Line Items] | ||
Share Issued | 105,800,000 | 7,619,912 |
Share issued value | $ 2,767,970 | $ 2,020,150 |
Investor [Member] | ||
Class of Stock [Line Items] | ||
Warrant exercised | 249,792,217 | 32,052,654 |
Income Taxes (Narrative) (Detai
Income Taxes (Narrative) (Details) | 12 Months Ended |
Jun. 30, 2021 | |
Minimum [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards expiration date | Jun. 30, 2021 |
Maximum [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards expiration date | Jun. 30, 2037 |
Income Taxes (Schedule of Effec
Income Taxes (Schedule of Effective Tax Rate Differed from Federal Statutory Income Tax Rate) (Details) | 12 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Income Tax Disclosure [Abstract] | ||
Federal statutory rate | 21.00% | 21.00% |
State tax, net of federal tax effect | 5.50% | 5.50% |
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, 2021 | Jun. 30, 2020 |
Less valuation allowance | $ (12,957,500) | $ (6,116,000) |
Net Deferred Tax Assets | ||
Federal [Member] | ||
Deferred tax assets | 10,226,700 | 4,825,100 |
Less valuation allowance | (10,226,700) | (4,825,100) |
Deferred tax liabilities | ||
Net Deferred Tax Assets | ||
State [Member] | ||
Deferred tax assets | 2,730,800 | 1,290,900 |
Less valuation allowance | (2,730,800) | (1,290,900) |
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, 2021 | Jun. 30, 2020 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforwards | $ 12,579,200 | $ 5,767,000 |
Valuation allowance | (12,957,500) | (6,116,000) |
Property and equipment | (20,400) | (10,500) |
Goodwill | 251,600 | 278,900 |
Intangible assets | 72,900 | 35,800 |
Development costs | 27,900 | |
Inventory allowance | 17,800 | 17,800 |
Warranty accrual | 28,500 | 27,000 |
Net Deferred Tax Assets |
Commitments, Contingencies, a_2
Commitments, Contingencies, and Concentrations (Details) - USD ($) | 12 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Aug. 14, 2020 | Sep. 04, 2019 | |
Concentration Risk [Line Items] | ||||
Accrued liability | $ 213,772 | $ 371,912 | ||
Notes Payable | $ 1,030,079 | 1,030,079 | ||
Liability | $ 2,000,000 | |||
Settlement Agreement [Member] | ||||
Concentration Risk [Line Items] | ||||
Liability | $ 2,000,000 | |||
Purchases [Member] | Three Vendors [Member] | Customer Concentration Risk [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentrations risk | 75.00% | 75.00% | ||
Customer Concentration Risk [Member] | Customer Concentration Risk [Member] | Two customer [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentrations risk | 73.00% | |||
Customer Concentration Risk [Member] | Customer Concentration Risk [Member] | Three customer [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentrations risk | 79.00% | |||
Revenue [Member] | Customer Concentration Risk [Member] | Two customer [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentrations risk | 50.00% | 40.00% | ||
Concepts and Solutions [Member] | ||||
Concentration Risk [Line Items] | ||||
Accrued liability | $ 591,000 |
Material Agreements (Details)
Material Agreements (Details) - USD ($) | Jun. 10, 2019 | Dec. 31, 2020 | Jul. 30, 2020 | May 31, 2020 | May 31, 2019 | Jun. 30, 2021 | Jun. 30, 2020 |
Other Commitments [Line Items] | |||||||
Shares issued for services, value | $ 2,778,550 | $ 2,020,914 | |||||
CEO [Member] | |||||||
Other Commitments [Line Items] | |||||||
Annual compensation | 500,000 | ||||||
Non-compete agreement and severance benefits | $ 90,000 | ||||||
Preferred voting rights | a minimum 25.5% of the total voting rights | ||||||
CFO and COO [Member] | |||||||
Other Commitments [Line Items] | |||||||
Annual compensation | $ 250,000 | ||||||
Non-compete agreement and severance benefits | $ 72,000 | ||||||
Preferred voting rights | a minimum of 25.5% of the total voting rights | ||||||
Manufacturer and Distributorship Agreement [Member] | |||||||
Other Commitments [Line Items] | |||||||
Minimum purchase commitment | $ 2,000,000 | ||||||
Consulting Agreement [Member] | |||||||
Other Commitments [Line Items] | |||||||
Receivables from consulting service | 15,000 | ||||||
Consulting service fees and expense | $ 0 | $ 15,000 | |||||
Monthly payment terms of common stock at renewal | $ 15,000 | ||||||
Monthly payment terms of shares of common stock at renewal | 450,000 | ||||||
Shares issued for services | 1,097,857 | ||||||
Consulting Agreement [Member] | Stock Plan [Member] | |||||||
Other Commitments [Line Items] | |||||||
Shares issued | 97,250,000 | ||||||
Consulting Agreement May 2018 [Member] | |||||||
Other Commitments [Line Items] | |||||||
Consulting service fees and expense | $ 0 | $ 16,500 | |||||
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 | ||||||
Agency Agreement [Member] | |||||||
Other Commitments [Line Items] | |||||||
Consulting service fees and expense | $ 50,000 | $ 11,600 | |||||
Shares issued | 212,990 | ||||||
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% | ||||||
Consulting Agreement May 2020 [Member] | Advisor [Member] | |||||||
Other Commitments [Line Items] | |||||||
Consulting service fees and expense | $ 0 | $ 24,000 | |||||
Shares issued for services | 52,508 | ||||||
Monthly payment of consulting services | 8,000 | ||||||
Business Development and Marketing Agreement [Member] | |||||||
Other Commitments [Line Items] | |||||||
Consulting service fees and expense | $ 20,000 | $ 102,500 | $ 347,300 | ||||
Shares issued | 15,000 | ||||||
Business Development and Marketing Agreement [Member] | Consultant [Member] | |||||||
Other Commitments [Line Items] | |||||||
Shares issued for services | 8,500,000 | 5,510,000 | |||||
Consulting Agreement October 1, 2019 [Member] | Advisor [Member] | |||||||
Other Commitments [Line Items] | |||||||
Shares issued | 50,000 | ||||||
Consulting Agreement October 1, 2019 [Member] | Consultant [Member] | |||||||
Other Commitments [Line Items] | |||||||
Consulting service fees and expense | $ 40,000 | $ 49,800 | |||||
Shares issued | 200,000 | ||||||
Shares issued for services | 50,000 | 150,000 | |||||
Equity Purchase Agreement [Member] | |||||||
Other Commitments [Line Items] | |||||||
Shares issued | 100,000,000 | 50,000,000 | 655,938,679 | ||||
Value of shares purchased | $ 500,000 | $ 10,000,000 | |||||
Related party advance | $ 500,000 | ||||||
Accounts Receivable Factoring Agreement [Member] | |||||||
Other Commitments [Line Items] | |||||||
Percentage of factoring fees | 2.50% | ||||||
Percentage of factoring fees increases | 3.50% | ||||||
Credit line | $ 1,000,000 | ||||||
Factored receivables | $ 300,000 | ||||||
Collection fees | $ 77,600 | ||||||
Supply Agreement [Member] | |||||||
Other Commitments [Line Items] | |||||||
Number of units ordered under supply agreement | 4,000 | ||||||
Supply agreement amount | $ 3,488,000 | ||||||
Tooling costs | $ 25 | ||||||
Number of units supplied under supply agreement | 2,869 |
Acquisitions (Narrative) (Detai
Acquisitions (Narrative) (Details) - USD ($) | Oct. 15, 2020 | Sep. 04, 2019 | Jun. 30, 2021 | Jun. 30, 2020 |
Business Acquisition [Line Items] | ||||
Notes payable | $ 1,484,473 | |||
Accrued pre-acquistion withholding tax liabilities | 584,000 | |||
Balance of note payables | 1,030,079 | $ 1,030,079 | ||
Concepts and Solutions [Member] | ||||
Business Acquisition [Line Items] | ||||
Shares issued in acquisition | 1,350,000 | |||
Shares issued in acquisition, value | $ 1,485,000 | |||
Percentage of stock acquired under stock purchase agreement | 100.00% | |||
Purchase price for acquisition in notes payable to seller | $ 3,000,000 | |||
Godwill and other intangible assets | $ 3,760,287 | |||
Assets acquired | $ 5,245,465 | |||
Asset Purchase Agreement with Classroom Technologies Solutions, Inc [Member] | ||||
Business Acquisition [Line Items] | ||||
Shares issued in acquisition | 10,000,000 | |||
Assets acquired | $ 120,000 | |||
Promissory note | $ 44,526 |
Acquisitions (Schedule of preli
Acquisitions (Schedule of preliminary allocation of fair value of assets and liabilities) (Details) - USD ($) | Oct. 15, 2020 | Sep. 04, 2019 |
Concepts and Solutions [Member] | ||
Assets | ||
Cash | $ 201,161 | |
Accounts receivable | 1,165,953 | |
Inventory | 94,360 | |
Property and equipment | 20,904 | |
Other assets | 2,800 | |
Goodwill and other intangibles | 3,760,287 | |
Total Assets | 5,245,465 | |
Liabilities | ||
Accounts payable | 1,225,734 | |
Accrued expenses | 783,540 | |
Short-term debt | 96,941 | |
Deferred revenue | 518,900 | |
Total Liabilities | 2,625,115 | |
Net Assets | 2,620,350 | |
Consideration | ||
Fair value of anti-dilution clause in employment agreement | 235,350 | |
Note payable to seller | 900,000 | |
Stock | 1,485,000 | |
Total consideration | $ 2,620,350 | |
Classroom Technologies Solutions, Inc. [Member] | ||
Assets | ||
Cash | $ 38,836 | |
Accounts receivable | 31,710 | |
Inventory | 209,431 | |
Property and equipment | 17,530 | |
Other assets | 1,150 | |
Intangibles | 46,869 | |
Total Assets | 345,526 | |
Consideration | ||
Stock | 151,000 | |
Bonus program | 30,000 | |
Notes payable to seller and related party of seller | 164,526 | |
Total consideration | $ 345,526 |
Stock Plan (Details)
Stock Plan (Details) - Stock Plan [Member] - shares | 12 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Shares reserved | 99,250,000 | |
Shares awarded under stock plan | 97,250,000 | 642,857 |
Going Concern (Details)
Going Concern (Details) - USD ($) | 12 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Disclosure of Going Concern [Abstract] | ||
Accumulated deficit | $ 47,931,128 | $ 23,496,792 |
Cash used in operations | $ 6,316,265 | $ 7,373,687 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | Sep. 08, 2021 | Jul. 08, 2021 | Jul. 06, 2021 | Aug. 19, 2021 | Jun. 30, 2021 | Jun. 30, 2020 |
Consulting Services [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Share Issued | 105,800,000 | 7,619,912 | ||||
Shares issued, value | $ 2,767,970 | $ 2,020,150 | ||||
Subsequent Event [Member] | Consulting Services [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Share Issued | 2,500,000 | |||||
Subsequent Event [Member] | To Investor in Exchange for Proceeds Under Equity Purchase Agreement [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Share Issued | 30,000,000 | 20,000,000 | ||||
Shares issued, value | $ 288,150 | $ 192,950 | ||||
Subsequent Event [Member] | To Investor in Exchange for Expected Proceeds Under Equity Purchase Agreement [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Share Issued | 40,000,000 | |||||
Shares issued, value | $ 375,000 |