Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Jun. 30, 2021 | Oct. 12, 2021 | Dec. 31, 2020 | |
Document Information Line Items | |||
Entity Registrant Name | NIGHTFOOD HOLDINGS, INC. | ||
Document Type | 10-K | ||
Current Fiscal Year End Date | --06-30 | ||
Entity Common Stock, Shares Outstanding | 85,424,678 | ||
Entity Public Float | $ 4,297,590 | ||
Amendment Flag | false | ||
Entity Central Index Key | 0001593001 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Well-known Seasoned Issuer | No | ||
Document Period End Date | Jun. 30, 2021 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity File Number | 333-193347 | ||
Entity Incorporation, State or Country Code | NV | ||
Entity Tax Identification Number | 46-3885019 | ||
Entity Address, Address Line One | 520 White Plains Road-Suite 500 | ||
Entity Address, City or Town | Tarrytown | ||
Entity Address, State or Province | NY | ||
Entity Address, Postal Zip Code | 10591 | ||
Entity Interactive Data Current | Yes | ||
City Area Code | 888 | ||
Local Phone Number | 888-6444 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Jun. 30, 2021 | Jun. 30, 2020 |
ASSETS | ||
Cash | $ 1,041,899 | $ 197,622 |
Accounts receivable (net of allowance of $0 and $0, respectively) | 109,589 | 61,013 |
Inventories (net of allowance of $24,403 and $0, respectively) | 387,736 | 275,605 |
Other current assets | 33,480 | 398,085 |
Total current assets | 1,572,704 | 932,325 |
Total assets | 1,572,704 | 932,325 |
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | ||
Accounts payable | 459,703 | 1,286,149 |
Accrued expense-related party | 3,000 | 9,974 |
Accrued interest | 192,625 | |
Convertible notes payable-net of debt discounts and unamortized beneficial conversion feature | 2,330,189 | |
Fair value of derivative liabilities | 1,590,638 | |
Short-term borrowings- line of credit | 3,897 | |
Total current liabilities | 462,703 | 5,413,472 |
Total liabilities | 462,703 | 5,413,472 |
Commitments and contingencies | ||
Stockholders’ equity (deficit): | ||
Series A Stock, ($0.001 par value, 1,000,000 shares authorized, and 1,000 issued and outstanding as of June 30, 2021 and 2020, respectively) | 1 | 1 |
Series B Stock, ($0.001 par value, 5,000 shares authorized, and 4,665 and 0 issued and outstanding as of June 30, 2021 and 2020, respectively) | 5 | 0 |
Common stock, ($0.001 par value, 200,000,000 shares authorized, and 80,707,467 issued and outstanding as of June 30, 2021 and 61,796,680 issued and outstanding as of June 30, 2020, respectively) | 80,707 | 61,797 |
Additional paid in capital | 26,226,159 | 13,088,177 |
Accumulated deficit | (25,196,871) | (17,631,122) |
Total stockholders’ equity (deficit) | 1,110,001 | (4,481,147) |
Total liabilities and stockholders’ equity (deficit) | $ 1,572,704 | $ 932,325 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - USD ($) | Jun. 30, 2021 | Jun. 30, 2020 |
Accounts receivable, net of allowance (in Dollars) | $ 0 | $ 0 |
Inventories, net of allowance (in Dollars) | $ 24,403 | $ 0 |
Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, issued | 80,707,467 | 61,796,680 |
Common stock, outstanding | 80,707,467 | 61,796,680 |
Series A Stock | ||
Series Stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Series Stock, shares authorized | 1,000,000 | 1,000,000 |
Series Stock, shares issued | 1,000 | 1,000 |
Series Stock, shares outstanding | 1,000 | 1,000 |
Series B Stock | ||
Series Stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Series Stock, shares authorized | 5,000 | 5,000 |
Series Stock, shares issued | 4,665 | 0 |
Series Stock, shares outstanding | 4,665 | 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Income Statement [Abstract] | ||
Revenues, net of slotting and promotion | $ 701,246 | $ 241,673 |
Operating expenses | ||
Cost of product sold | 721,777 | 472,131 |
Amortization of intangible assets | 500,000 | |
Impairment of intangible assets | 500,000 | |
Advertising and promotional | 588,172 | 403,639 |
Selling, general and administrative | 479,881 | 406,072 |
Professional fees | 1,421,045 | 683,706 |
Total operating expenses | 3,210,875 | 2,965,548 |
Loss from operations | (2,509,629) | (2,723,875) |
Other (income) and expenses | ||
(Gain) on accounts payable settlement | (715,075) | |
Interest expense – bank debt | 1,012 | 463 |
Interest expense – shareholder | 177,693 | 281,387 |
Interest expense – other | 102,800 | 159,572 |
Loss (Gain) on debt extinguishment upon note conversion, net | 2,100,405 | 395,781 |
(Gain) on debt extinguishment upon refinancing | (658,080) | |
Change in fair value of derivative liability | (853,329) | (858,774) |
Amortization of Beneficial Conversion Feature | 814,769 | 1,709,759 |
Total other (income) and expenses | 970,195 | 1,688,188 |
Provision for income tax | ||
Net loss | (3,479,824) | (4,412,063) |
Deemed dividend on Series B Stock | 4,085,925 | |
Net loss attributable to common stockholders | $ (7,565,749) | $ (4,412,063) |
Basic and diluted net loss per common share (in Dollars per share) | $ (0.11) | $ (0.08) |
Weighted average shares of capital outstanding – basic and diluted (in Shares) | 71,090,407 | 57,443,347 |
Statements of Changes in Stockh
Statements of Changes in Stockholders’ Equity (Deficit) - USD ($) | Series A Stock | Series A Stock | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at Jun. 30, 2019 | $ 1 | $ 53,774 | $ 10,692,677 | $ (13,219,059) | $ (2,472,605) | |
Balance (in Shares) at Jun. 30, 2019 | 1,000 | 53,773,856 | ||||
Common stock issued for services | $ 1,386 | 307,382 | 308,768 | |||
Common stock issued for services (in Shares) | 1,385,990 | |||||
Common stock issued for interest | $ 581 | 88,181 | 88,762 | |||
Common stock issued for interest (in Shares) | 580,666 | |||||
Issuance of common stock for debt | $ 6,056 | 954,944 | 961,000 | |||
Issuance of common stock for debt (in Shares) | 6,056,168 | |||||
Issuance of warrants | 67,990 | 67,990 | ||||
Fair value of shares issued upon notes and related interest payable conversion | 977,000 | 977,000 | ||||
Net loss | (4,412,063) | (4,412,063) | ||||
Balance at Jun. 30, 2020 | $ 1 | $ 61,797 | 13,088,177 | (17,631,122) | (4,481,147) | |
Balance (in Shares) at Jun. 30, 2020 | 1,000 | 61,796,680 | ||||
Common stock issued for services | $ 1,661 | 370,592 | 372,253 | |||
Common stock issued for services (in Shares) | 1,661,210 | |||||
Common stock issued for interest | $ 1,946 | 182,328 | 184,274 | |||
Common stock issued for interest (in Shares) | 1,946,080 | |||||
Issuance of common stock for debt | $ 15,303 | 1,417,697 | 1,433,000 | |||
Issuance of common stock for debt (in Shares) | 15,303,497 | |||||
Issuance of warrants | 613,009 | 613,009 | ||||
Fair value of shares issued upon notes and related interest payable conversion | 2,100,435 | 2,100,435 | ||||
Preferred Stock B from extinguishment of convertible notes | $ 2 | 1,499,999 | 1,500,001 | |||
Preferred Stock B from extinguishment of convertible notes (in Shares) | 1,500 | |||||
Preferred Stock B issued from private placement, net of financing cost (Includes 15 shares issued for services) | $ 3 | 2,867,997 | 2,868,000 | |||
Preferred Stock B issued from private placement, net of financing cost (Includes 15 shares issued for services) (in Shares) | 3,165 | |||||
Deemed dividend associated with Preferred Stock B | 4,085,925 | (4,085,925) | ||||
Net loss | (3,479,824) | (3,479,824) | ||||
Balance at Jun. 30, 2021 | $ 1 | $ 80,707 | $ 26,226,159 | $ (25,196,871) | $ 1,110,001 | |
Balance (in Shares) at Jun. 30, 2021 | 1,000 | 4,665 | 80,707,467 |
Statements of Changes in Stoc_2
Statements of Changes in Stockholders’ Equity (Deficit) (Parentheticals) | 12 Months Ended |
Jun. 30, 2021shares | |
Series A Stock | |
Preferred Stock B issued from private placement, shares issued for services | 15 |
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 | $ (3,479,824) | $ (4,412,063) |
Adjustments to reconcile net loss to net cash used in operations activities: | ||
Stock issued for services | 372,253 | 308,768 |
Amortization of debt discount and deferred financing fees | 917,569 | 1,709,759 |
Amortization of intangible assets | 500,000 | |
Deferred financing fees and financing costs | 159,572 | |
Warrants issued for services | 613,009 | 67,990 |
(Gain) on accounts payable settlement | (715,075) | |
Loss on debt extinguishment upon note conversion, net | 2,100,405 | 395,781 |
(Gain) on debt extinguishment upon refinancing | (658,080) | |
Change in derivative liability | (853,329) | (858,774) |
Stock issued for interest | 184,274 | 88,762 |
Impairment expense | 500,000 | |
Allowance for Inventories | 24,403 | |
Change in operating assets and liabilities: | ||
Accounts receivable | (48,576) | (15,927) |
Inventories | (136,534) | 130,834 |
Other current assets | 152,450 | (397,085) |
Accounts payable | 93,840 | 122,673 |
Accrued expenses | (6,613) | 168,626 |
Net cash used in operating activities | (1,439,828) | (1,531,084) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Cash paid for purchase of intangible asset | (333,333) | |
Net cash provided by investing activities | (333,333) | |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from the sale of preferred stock B - net | 2,868,000 | |
Proceeds from the issuance of debt-net | 720,000 | 2,028,000 |
Repayment of convertible debt | (1,300,000) | |
Repayment of short-term debt | (3,895) | 3,897 |
Net cash provided by financing activities | 2,284,105 | 2,031,897 |
NET INCREASE IN CASH AND CASH EQUIVALENTS | 844,277 | 167,480 |
Cash and cash equivalents, beginning of year | 197,622 | 30,142 |
Cash and cash equivalents, end of year | 1,041,899 | 197,622 |
Cash Paid For: | ||
Interest | 1,012 | |
Income taxes | ||
Summary of Non-Cash Investing and Financing Information: | ||
Initial derivative liability and Debt discount due to beneficial conversion feature on notes issued | 512,993 | 1,684,711 |
Stock issued for conversion of debt | 1,433,000 | 961,000 |
Derivative liability reclassed to loss on extinguishment of debt upon notes conversion | 2,100,405 | 581,219 |
Intangible assets acquired and adjusted in accounts payable balance | 666,667 | |
Stock issued for interest | 184,274 | 88,762 |
True-up adjustment in debt discount and derivative liability | 37,360 | |
Preferred Stock B from extinguishment of convertible notes | $ 1,500,001 |
Description of Business
Description of Business | 12 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Description of Business | 1. Description of Nightfood Holdings, Inc. (the “Company”) is a Nevada Corporation organized October 16, 2013 to acquire all of the issued and outstanding shares of Nightfood, Inc., a New York Corporation from its sole shareholder, Sean Folkson. Materially, all Company operations are conducted by its main subsidary: Nightfood, Inc. (“Nightfood”), Nightfood’s business model is to manufacture and distribute ice cream and other snacks specifically formulated for nighttime snacking to help consumers satisfy nighttime cravings in a better, healthier, more sleep friendly way. The Company’s other subsidiary is MJ Munchies. Munchies has acquired a portfolio of intellectual property around the brand name Half-Baked, and is seeking to license such property to operating partners in the CBD and marijuana space. ● The Company’s fiscal year end is June 30. ● The Company currently maintains its corporate address in Tarrytown, New York. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of ● Management is responsible for the fair presentation of the Company’s financial statements, prepared in accordance with U.S. generally accepted accounting principles (GAAP). The consolidated financial statements include the accounts of Nightfood Holdings, Inc. and its wholly owned subsidiaries, NightFood, Inc. and MJ Munchies, Inc. The Company consolidates all majority-owned and controlled subsidiaries in accordance with applicable standards. All material intercompany accounts and balances have been eliminated in consolidation. Use of Estimates ● The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Estimates are used in the determination of beneficial conversion features, derivative liabilities, depreciation and amortization, the valuation for non-cash issuances of common stock, and the website, income taxes and contingencies, among others. Beneficial Conversion Feature ● For conventional convertible debt where the rate of conversion is below market value, the Company records any “beneficial conversion feature” (“BCF”) intrinsic value as additional paid in capital and related debt discount. When the Company records a BCF, the relative fair value of the BCF is recorded as a debt discount against the face amount of the respective debt instrument. The discount is amortized over the life of the debt. If a conversion of the underlying debt occurs, a proportionate share of the unamortized amounts is immediately expensed. Beneficial Conversion Feature – Series B Preferred Stock (deemed dividend): Each share of B Preferred has a liquidation preference of $1,000 and has no voting rights except as to matters pertaining to the rights and privileges of the B Preferred. Each share of B Preferred is convertible at the option of the holder thereof into (i) 5,000 shares of the Registrant’s common stock (one share for each $0.20 of liquidation preference) (the “Conversion Shares”) and (ii) 5,000 common stock purchase warrants, expiring April 16, 2026 (the “Warrants”). The Warrants have an initial exercise price of $0.30 per share. Based on the guidance in ASC 470-20-20, the Company determined that a beneficial conversion feature existed, as the effective conversion price for the Series B Preferred Stock at issuance was less than the fair value of the common stock which the preferred shares are convertible into. A beneficial conversion feature based on the intrinsic value of the date of issuances for the Series B Preferred Stock was approximately $4.1 million. Debt Issue Costs ● The Company may pay debt issue costs in connection with raising funds through the issuance of debt whether convertible or not or with other consideration. These costs are recorded as debt discounts and are amortized over the life of the debt to the statement of operations as amortization of debt discount. Equity Issuance Costs ● The Company accounts for costs related to the issuance of equity as a charge to Paid in Capital and records the equity transaction net of issuance costs Original Issue Discount ● If debt is issued with an original issue discount, the original issue discount is recorded to debt discount, reducing the face amount of the note and is amortized over the life of the debt to the statement of operations as amortization of debt discount. If a conversion of the underlying debt occurs, a proportionate share of the unamortized amounts is immediately expensed. Valuation of Derivative Instruments ● ASC 815 “Derivatives and Hedging” requires that embedded derivative instruments be bifurcated and assessed, along with free-standing derivative instruments such as warrants, on their issuance date and measured at their fair value for accounting purposes. In determining the appropriate fair value, the Company uses the Black-Scholes option pricing formula. Upon conversion of a note where the embedded conversion option has been bifurcated and accounted for as a derivative liability, the Company records the shares at fair value, relieves all related notes, derivatives and debt discounts and recognizes a net gain or loss on debt extinguishment. Reclassification ● The Company may make certain reclassifications to prior period amounts to conform with the current year’s presentation. These reclassifications did not have a material effect on its consolidated statement of financial position, results of operations or cash flows. Recent Accounting Pronouncements ● The Company reviews all of the Financial Accounting Standard Board’s (“FASB”) updates periodically to ensure the Company’s compliance of its accounting policies and disclosure requirements to the Codification Topics. Derivative Financial Instruments ● The Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risks. The Company evaluates all of its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and then is revalued at each reporting date, with changes in fair value reported in the consolidated statement of operations. For stock based derivative financial instruments, fair value accounting requires bifurcation of embedded derivative instruments such as conversion features in convertible debt or equity instruments, and measurement of their fair value for accounting purposes. In determining the appropriate fair value, the Company uses the Black-Scholes option-pricing model. In assessing the convertible debt instruments, management determines if the convertible debt host instrument is conventional convertible debt and further if there is a beneficial conversion feature requiring measurement. If the instrument is not considered conventional convertible debt, the Company will continue its evaluation process of these instruments as derivative financial instruments. Once determined, derivative liabilities are adjusted to reflect fair value at the end of each reporting period. Any increase or decrease in the fair value from inception is made quarterly and appears in results of operations as a change in fair market value of derivative liabilities. Cash and Cash Equivalents ● The Company classifies as cash and cash equivalents amounts on deposit in the banks and cash temporarily in various instruments with original maturities of three months or less at the time of purchase. Fair Value of Financial Instruments ● Statement of financial accounting standard FASB Topic 820, Disclosures about Fair Value of Financial Instruments, requires that the Company disclose estimated fair values of financial instruments. The carrying amounts reported in the statements of financial position for assets and liabilities qualifying as financial instruments are a reasonable estimate of fair value. Inventories ● Inventories consisting of packaged food items and supplies are stated at the lower of cost or net realizable value (on a FIFO basis), including provisions for spoilage commensurate with known or estimated exposures which are recorded as a charge to cost of sales during the period spoilage is incurred. Advertising Costs ● Advertising costs are expensed when incurred and are included in advertising and promotional expense in the accompanying statements of operations. Included in this category are expenses related to public relations, investor relations, new package design, website design, design of promotional materials, cost of trade shows, cost of products given away as promotional samples, and paid advertising. The Company recorded advertising costs of $588,172 and $403,639 for the years ended June 30, 2021 and 2020, respectively. Income Taxes ● The Company has not generated any taxable income, and, therefore, no provision for income taxes has been provided. ● Deferred income taxes are reported for timing differences between items of income or expense reported in the financial statements and those reported for income tax purposes in accordance with FASB Topic 740, “Accounting for Income Taxes”, which requires the use of the asset/liability method of accounting for income taxes. Deferred income taxes and tax benefits are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and for tax loss and credit carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The Company provides for deferred taxes for the estimated future tax effects attributable to temporary differences and carry-forwards when realization is more likely than not. ● A valuation allowance has been recorded to fully offset the deferred tax asset even though the Company believes it is more likely than not that the assets will be utilized. ● The Company’s effective tax rate differs from the statutory rates associated with taxing jurisdictions because of permanent and temporary timing differences as well as a valuation allowance. Revenue Recognition ● The Company generates its revenue by selling its nighttime snack products wholesale and direct to consumer. ● All sources of revenue are recorded pursuant to FASB Topic 606 Revenue Recognition, to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This includes a five-step framework that requires an entity to: (i) identify the contract(s) with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract, and (v) recognize revenue when the entity satisfies a performance obligation. In addition, this revenue generation requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. ● The Company offers sales incentives through various programs, consisting primarily of advertising related credits. The Company records advertising related credits with customers as a reduction to revenue as no identifiable benefit is received in exchange for credits claimed by the customer. ● The Company revenue from contracts with customers provides that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Management reviewed ASC 606-10-32-25 which states “Consideration payable to a customer includes cash amounts that an entity pays, or expects to pay, to the customer (or to other parties that purchase the entity’s goods or services from the customer). Consideration payable to a customer also includes credit or other items (for example, a coupon or voucher) that can be applied against amounts owed to the entity (or to other parties that purchase the entity’s goods or services from the customer). An entity shall account for consideration payable to a customer as a reduction of the transaction price and, therefore, of revenue unless the payment to the customer is in exchange for a distinct good or service (as described in paragraphs 606-10-25-18 through 25-22) that the customer transfers to the entity. If the consideration payable to a customer includes a variable amount, an entity shall estimate the transaction price (including assessing whether the estimate of variable consideration is constrained) in accordance with paragraphs 606-10-32-5 through 32-13.” If the consideration payable to a customer is a payment for a distinct good or service, then in accordance with ASC 606-10-32-26, the entity should account for it the same way that it accounts for other purchases from suppliers (expense). Further, “if the amount of consideration payable to the customer exceeds the fair value of the distinct good or service that the entity receives from the customer, then the entity shall account for such an excess as a reduction of the transaction price. If the entity cannot reasonably estimate the fair value of the good or service received from the customer, it shall account for all of the consideration payable to the customer as a reduction of the transaction price.” Under ASC 606-10-32-27, if the consideration payable to a customer is accounted for as a reduction of the transaction price, “an entity shall recognize the reduction of revenue when (or as) the later of either of the following events occurs: a) The entity recognizes revenue for the transfer of the related goods or services to the customer. b) The entity pays or promises to pay the consideration (even if the payment is conditional on a future event). That promise might be implied by the entity’s customary business practices.” Management reviewed each arrangement to determine if each fee paid is for a distinct good or service and should be expensed as incurred or if the Company should recognize the payment as a reduction of revenue. The Company recognizes revenue upon shipment based on meeting the transfer of control criteria. The Company has made a policy election to treat shipping and handling as costs to fulfill the contract, and as a result, any fees received from customers are included in the transaction price allocated to the performance obligation of providing goods with a corresponding amount accrued within cost of sales for amounts paid to applicable carriers. Concentration of Credit Risk ● Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash deposits at financial institutions. At various times during the year, the Company may exceed the federally insured limits. To mitigate this risk, the Company places its cash deposits only with high credit quality institutions. Management believes the risk of loss is minimal. At June 30, 2021 and 2020 the Company did not have any uninsured cash deposits. Receivables Concentration ● As of June 30, 2021, the Company had receivables due from five customers, one of who accounted for over 73% of the outstanding balance (this customer operates 42 distribution centers). One of the remaining four accounted for 11.5% of the outstanding balance. As of June 30, 2020, the Company had receivables due from seven customers, two of whom accounted for over 20% of the outstanding balance. Four of the other five accounted for over 10% of the total balance. Vendor Concentration ● During the year ended June 30, 2021 one vendor accounted for more than 10% of the Company’s operating expenses. During the year ended June 30, 2020, one vendor accounted for more than 10% of the Company’s operating expenses. Income Per Share ● Net income per share data for both the years ending June 30, 2021 and 2020, is based on net income available to common shareholders divided by the weighted average of the number of common shares outstanding. Impairment of Long-lived Assets ● The Company accounts for long-lived assets in accordance with the provisions of FASB Topic 360, Accounting for the Impairment of Long-Lived Assets. This statement requires that long-lived assets and certain identifiable intangibles be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. Fair values are determined based on quoted market value, discounted cash flows or internal and external appraisals, as applicable. During the years ended June 30, 2021 and 2020, the Management determined and impaired $-0- and $500,000, respectively as impairment on intangible asset ASC 350-50-05-01 states “on accounting for costs incurred to develop a website, including whether to capitalize or expense the following types of costs: a) Costs incurred in the planning stage b) Costs incurred in the website application and infrastructure development stage c) Costs incurred to develop graphics d) Costs incurred to develop content e) Costs incurred in the operating stage.” ASC 350-50-25-6 states “Costs incurred to purchase software tools, or costs incurred during the application development stage for internally developed tools, shall be capitalized unless they are used in research and development and meet either of the following conditions: a) They do not have any alternative future uses. b) They are internally developed and represent a pilot project or are being used in a specific research and development project (see paragraph 350-40-15-7).” Further, at ASC 350-50-25-7, “Costs to obtain and register an Internet domain shall be capitalized under Section 350-30-25.” During the years ended June 30, 2021 and 2020, the Management determined and capitalized $-0- and $1,000,000, respectively, under ASC 350-50 and accounted as an intangible asset and amortized the costs over the life of the relationship. |
Going Concern
Going Concern | 12 Months Ended |
Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | 3. Going Concern ● The Company’s financial statements are prepared using generally accepted accounting principles, which contemplate the realization of assets and liquidation of liabilities in the normal course of business. Because the business is new and has limited operating history and relatively few sales, no certainty of continuation can be stated. ● The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. For the year ended June 30, 2021, the Company had a net loss of $3,479,824, cash used in operations of $1,439,828, cash provided from financing activities of $2,284,105 and accumulated deficit of $25,196,871 and total stockholders’ equity of $1,110,001. Management is taking steps to raise additional funds to address its operating and financial cash requirements to continue operations in the next twelve months. Management has devoted a significant amount of time in the raising of capital from additional debt and equity financing. However, the Company’s ability to continue as a going concern is dependent upon raising additional funds through debt and equity financing and generating revenue. There are no assurances the Company will receive the necessary funding or generate revenue necessary to fund operations. The Company has limited available cash resources and it does not believe its cash on hand will be adequate to satisfy our ongoing working capital and growth needs throughout Fiscal Year 2022. The Company is continuing to raise capital through private placement of its common stock, preferred stock, and through the use of convertible notes and potential warrant execution to finance the Company’s operations, of which it can give no assurance of success. The Company believes that its current capitalization structure, combined with ongoing increases in revenues, will enable it to successfully secure required financing to continue its growth. Because the business is new and has limited operating history and sales, no certainty of continuation can be stated. Management has devoted a significant amount of time in the raising of capital from additional debt and equity financing. However, the Company’s ability to continue as a going concern is dependent upon raising additional funds through debt and equity financing, and generating revenue. In addition, the Company will receive the proceeds from its outstanding warrants as, if and when such warrants are exercised for cash. There are no assurances the Company will receive the necessary funding or generate revenue necessary to fund operations. Even if the Company is successful in raising additional funds, the Company cannot give any assurance that it will, in the future, be able to achieve a level of profitability from the sale of its products to sustain its operations. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments to reflect the possible future effects on recoverability and reclassification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty. Further, we are subject to the continued impact of COVID-19, as further discussed below. See footnote 18. |
Accounts receivable
Accounts receivable | 12 Months Ended |
Jun. 30, 2021 | |
Receivables [Abstract] | |
Accounts receivable | 4. Accounts receivable ● The Company’s accounts receivable arise primarily from the sale of the Company’s snack products. On a periodic basis, the Company evaluates each customer account and based on the days outstanding of the receivable, history of past write-offs, collections, and current credit conditions, writes off accounts it considers uncollectible. With most of our retail and distribution partners, invoices will typically be due in 30 days or less. The Company does not accrue interest on past due accounts and the Company does not require collateral. Accounts become past due on an account-by-account basis. Determination that an account is uncollectible is made after all reasonable collection efforts have been exhausted. The Company has not provided any sales allowances for June 30, 2021 and 2020, respectively. |
Customer Concentrations
Customer Concentrations | 12 Months Ended |
Jun. 30, 2021 | |
Risks and Uncertainties [Abstract] | |
Customer Concentrations | 5. Customer Concentrations ● During the year ended June 30, 2021, one customer accounted for greater than 30% of gross sales and two other customers accounted for more than 15% of gross sales. As of June 30, 2021, the Company had receivables due from five customers, one of whom accounted for over 70% of the outstanding balance. As of June 30, 2020, the Company had receivables due from seven customers, two of whom accounted for over 20% of the outstanding balance. Four of the other five accounted for over 10% of the total balance. |
Inventories
Inventories | 12 Months Ended |
Jun. 30, 2021 | |
Inventory Disclosure [Abstract] | |
Inventories | 6. Inventories ● Inventories consists of the following at June 30, 2021 and 2020. 2021 2020 Finished Goods-ice cream $ 338,369 $ 195,817 Raw materials - ingredients 14,760 26,309 Packaging 59,010 53,479 Allowance for unsaleable product (24,403 ) - TOTAL $ 387,736 $ 275,605 Inventories are stated at the lower of cost (FIFO) or net realizable value. The Company periodically reviews the value of items in inventory and provides write-downs or write-offs of inventory based on its assessment of market conditions and the products relative shelf life. Write-downs and write-offs are charged to loss on inventory write down. |
Other Current Assets
Other Current Assets | 12 Months Ended |
Jun. 30, 2021 | |
Assets, Current [Abstract] | |
Other current assets | 7. Other current assets ● Other current assets consist of the following vendor deposits at June 30, 2021 and 2020: June 30, June 30, Prepaid advertising costs $ - $ 398,045 Vendor deposits – Other $ 33,480 $ 40 TOTAL $ 33,480 $ 398,085 |
Intangible Assets
Intangible Assets | 12 Months Ended |
Jun. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | 8. Intangible Assets Intangible assets consist of the following at June 30, 2021 and 2020. The amount of the intangible assets represents fees and expenses in connection with the development and launch of platforms used to track conversions, optimize ads, and scale online customer growth through a hybrid distribution model. June 30, June 30, 2021 2020 Intangible assets $ - $ 1,000,000 Amortization of intangible assets - (500,000 ) Impairment of intangible assets - (500,000 ) TOTAL $ - $ - During the quarter ending March 31, 2020, the Company determined it would be unable to generate sufficient traction from these digital assets. The Company made the decision to stop utilizing the assets and began conversations with the creditor about eliminating the remaining debt associated with the assets which was successfully negotiated in April 2020. In April, 2020, the Company successfully negotiated a Debt Incentive Agreement with a creditor to whom it owed $947,260. This Debt Incentive Agreement provided for the elimination of the entire debt should the Company make payments prior to December 1, 2020 totaling $166,224 in cash, and delivery of approximately 4,000 pints of ice cream. Because this reduction in debt was conditional, the full $947,260 was included in the liabilities section of the Company’s balance sheet as of June 30, 2020. Due to the circumstances surrounding the original payable, and the business environment at the time, in April of 2021, the creditor agreed to settle for $20,000 in cash. The Company recorded a gain on extinguishment of accounts payable in the amount of $715,075. Below is a reconciliation of the gain on accounts payable settlement as presented on the Company’s statement of operations for the fiscal year ended June 30, 2021: Written off accounts payable $ 947,260 Written of prepaid advertising costs in other assets (212,185 ) Cash payment (20,000 ) Gain on accounts payable settlement $ 715,075 |
Other Current Liabilities
Other Current Liabilities | 12 Months Ended |
Jun. 30, 2021 | |
Other Liabilities and Financial Instruments Subject to Mandatory Redemption [Abstract] | |
Other Current Liabilities | 9. Other Current Liabilities ● Other current liabilities consist of the following at June 30, 2021 and 2020. 2021 2020 Accrued consulting fees – related party $ 3,000 $ 9,974 TOTAL $ 3,000 $ 9,974 |
Convertible Notes Payable
Convertible Notes Payable | 12 Months Ended |
Jun. 30, 2021 | |
Convertible Notes Payable [Abstract] | |
Convertible Notes Payable | 10. Convertible Notes Payable ● Convertible Notes Payable consist of the following at June 30, 2021 and 2020. As of June 30, 2021, each of the notes below had been retired. On April 30, 2018, the Company entered into a convertible promissory note and a security purchase agreement dated April 30, 2018, in the amount of $225,000. The lender was Eagle Equities, LLC. The notes have a maturity of April 30, 2019 and interest rate of 8% per annum and are convertible at a price of 60% of the lowest closing bid price on the primary trading market on which the Company’s Common Stock is then listed for the fifteen (15) trading days immediately prior to conversion. The note may be prepaid, but carries a penalty in association with the remittance amount, as there is an accretion component to satisfy the note with cash. The convertible note qualifies for derivative accounting and bifurcation under ASC 815, “Derivatives and Hedging.” The fair value of the $225,000 Notes was calculated using the Black-Scholes pricing model at $287,174, with the following assumptions: risk-free interest rate of 2.24%, expected life of 1 year, volatility of 202%, and expected dividend yield of zero. Because the fair value of the note exceeded the net proceeds from the $225k Notes, a charge was recorded to “Financing cost” for the excess of the fair value of the note, for a net charge of $62,174. As of June 30, 2021 and 2020, the debt discount was $0. This note has been successfully retired $121,000 via conversions into shares. The Company fair valued the notes as of conversion date and accounted for a loss on conversion of $34,250 included under line item “Loss on debt extinguishment upon note conversion, net”. This balance of $104,000 in this note was settled as part of a debt settlement with Eagle Equities, LLC in conjunction with the Nightfood Holdings, Inc. financing/refinancing in April 2021. The Company fair valued the notes as of refinancing date and accounted for a loss on refinancing of $133,301 included under line item “Loss on debt extinguishment upon note conversion, net”. On June 5, 2018, the Company received cash in conjunction with a convertible promissory note and Securities Purchase Agreement dated June 5, 2018. The note was in the amount of in the amount of $210,000. The lender was Eagle Equities, LLC. The notes have a maturity of June 6, 2019 and interest rate of 8% per annum and are convertible at a price of 60% of the lowest closing bid price on the primary trading market on which the Company’s Common Stock is then listed for the fifteen (15) trading days immediately prior to conversion. The note may be prepaid, but carries a penalty in association with the remittance amount, as there is an accretion component to satisfy the note with cash. The convertible note qualifies for derivative accounting and bifurcation under ASC 815, “Derivatives and Hedging.” The fair value of the $210,000 Notes was calculated using the Black-Scholes pricing model at $265,498, with the following assumptions: risk-free interest rate of 2.09%, expected life of 1 year, volatility of 200%, and expected dividend yield of zero. Because the fair value of the note exceeded the net proceeds from the $210k Notes, a charge was recorded to “Financing cost” for the excess of the fair value of the note, for a net charge of $55,498. As of June 30, 2021, and 2020, the debt discount was $0. This note has been successfully retired via conversions into shares during the year ended June 30, 2020. The Company fair valued the notes as of conversion date and accounted for a loss on conversion of $189,340 and accounted for a loss on refinancing of $133,301 included under line item “Loss on debt extinguishment upon note conversion, net”. On July 2, 2018, the Company entered into a convertible promissory note and a security purchase agreement dated July 12, 2018, in the amount of $207,000. The lender was Eagle Equities, LLC. The notes have a maturity of July 12, 2019 and interest rate of 8% per annum and are convertible at a price of 60% of the lowest closing bid price on the primary trading market on which the Company’s Common Stock is then listed for the fifteen (15) trading days immediately prior to conversion. The note may be prepaid, but carries a penalty in association with the remittance amount, as there is an accretion component to satisfy the note with cash The convertible note qualifies for derivative accounting and bifurcation under ASC 815, “Derivatives and Hedging.” The fair value of the $207,000 Notes was calculated using the Black-Scholes pricing model at $257,842, with the following assumptions: risk-free interest rate of 2.59%, expected life of 1 year, volatility of 183%, and expected dividend yield of zero. Because the fair value of the note exceeded the net proceeds from the $207k Notes, a charge was recorded to “Financing cost” for the excess of the fair value of the note, for a net charge of $50,842. As of June 30, 2021, and 2020, the debt discount was $0. This note has been successfully retired via conversions into shares during the year ended June 30, 2020. The Company fair valued the notes as of conversion date and accounted for a loss on conversion of $73,760 included under line item “Loss on debt extinguishment upon note conversion, net”. On November 16, 2018, the Company entered into a convertible promissory note and a security purchase agreement dated November 16, 2018, in the amount of $130,000. The lender was Eagle Equities, LLC. The notes have a maturity of November 16, 2019 and interest rate of 8% per annum and are convertible at a price of 65% of the lowest closing bid price on the primary trading market on which the Company’s Common Stock is then listed for the fifteen (15) trading days immediately prior to conversion. The note may be prepaid, but carries a penalty in association with the remittance amount, as there is an accretion component to satisfy the note with cash. The convertible note qualifies for derivative accounting and bifurcation under ASC 815, “Derivatives and Hedging.” The fair value of the $130,000 Notes was calculated using the Black-Scholes pricing model at $131,898, with the following assumptions: risk-free interest rate of 2.71%, expected life of 1 year, volatility of 150%, and expected dividend yield of zero. Because the fair value of the note exceeded the net proceeds from the $130k Notes, a charge was recorded to “Financing cost” for the excess of the fair value of the note, for a net charge of $1,898. As of June 30, 2021, and 2020, the debt discount was $0. This note has been successfully retired via conversions into shares during the year ended June 30, 2020. The Company fair valued the notes as of conversion date and accounted for a loss on conversion of $19,845 included under line item “Loss on debt extinguishment upon note conversion, net”. On December 18, 2018, the Company entered into a convertible promissory note and a security purchase agreement dated December 18, 2018, in the amount of $130,000. The lender was Eagle Equities, LLC. The notes have a maturity of December 18, 2019 and interest rate of 8% per annum and are convertible at a price of 65% of the lowest closing bid price on the primary trading market on which the Company’s Common Stock is then listed for the fifteen (15) trading days immediately prior to conversion. The note may be prepaid, but carries a penalty in association with the remittance amount, as there is an accretion component to satisfy the note with cash. The convertible note qualifies for derivative accounting and bifurcation under ASC 815, “Derivatives and Hedging.” The fair value of the $130,000 Notes was calculated using the Black-Scholes pricing model at $128,976, with the following assumptions: risk-free interest rate of 2.64%, expected life of 1 year, volatility of 144%, and expected dividend yield of zero. Because the fair value of the note did not exceed the net proceeds from the $130k Notes, no charge was recorded to “Financing cost” for the excess of the fair value of the note. As of June 30, 2021, and 2020, the debt discount was $0. This note has been successfully retired via conversions into shares during the year ended June 30, 2020. The Company fair valued the notes as of conversion date and accounted for a loss on conversion of $36,927 included under line item “Loss on debt extinguishment upon note conversion, net”. On January 28, 2019, the Company entered into a convertible promissory note and a security purchase agreement dated January 28, 2019, in the amount of $234,000. The lender was Eagle Equities, LLC. The notes have a maturity of January 28, 2020 and interest rate of 8% per annum and are convertible at a price of 65% of the lowest closing bid price on the primary trading market on which the Company’s Common Stock is then listed for the fifteen (15) trading days immediately prior to conversion. The note may be prepaid, but carries a penalty in association with the remittance amount, as there is an accretion component to satisfy the note with cash. The convertible note qualifies for derivative accounting and bifurcation under ASC 815, “Derivatives and Hedging.” The fair value of the $234,000 Notes was calculated using the Black-Scholes pricing model at $226,452, with the following assumptions: risk-free interest rate of 2.60%, expected life of 1 year, volatility of 135%, and expected dividend yield of zero. Because the fair value of the note did not exceed the net proceeds from the $234k Notes, no charge was recorded to “Financing cost” for the excess of the fair value of the note. As of June 30, 2021, and 2020, the debt discount was $0. This note has been successfully retired via conversions into shares during the year ended June 30, 2020. The Company fair valued the notes as of conversion date and accounted for a loss on conversion of $80,394 included under line item “Loss on debt extinguishment upon note conversion, net”. On February 14, 2019, the Company entered into a convertible promissory note and a security purchase agreement dated February 14, 2019, in the amount of $104,000. The lender was Eagle Equities, LLC. The notes have a maturity of February 14, 2020 and interest rate of 8% per annum and are convertible at a price of 70% of the lowest closing bid price on the primary trading market on which the Company’s Common Stock is then listed for the fifteen (15) trading days immediately prior to conversion. The note may be prepaid, but carries a penalty in association with the remittance amount, as there is an accretion component to satisfy the note with cash. The convertible note qualifies for derivative accounting and bifurcation under ASC 815, “Derivatives and Hedging.” The fair value of the $104,000 Notes was calculated using the Black-Scholes pricing model at $90,567, with the following assumptions: risk-free interest rate of 2.53%, expected life of 1 year, volatility of 136%, and expected dividend yield of zero. Because the fair value of the note did not exceed the net proceeds from the $104k Notes, no charge was recorded to “Financing cost” for the excess of the fair value of the note. As of June 30, 2021, and 2020, the debt discount was $0. $54,000 and $50,000 of the note has been successfully retired via conversion into shares during the year ended June 30, 2021 and 2020, respectively. The Company fair valued the notes as of conversion date and accounted for a loss on conversion of $36,242 and $4,098 included under line item “Loss on debt extinguishment upon note conversion, net”, respectively. On April 29, 2019, the Company entered into a convertible promissory note and a security purchase agreement dated April 29, 2019, in the amount of $208,000. The lender was Eagle Equities, LLC. The notes have a maturity of April 29, 2020 and interest rate of 8% per annum and are convertible at a price of 70% of the lowest closing bid price on the primary trading market on which the Company’s Common Stock is then listed for the fifteen (15) trading days immediately prior to conversion. The note may be prepaid, but carries a penalty in association with the remittance amount, as there is an accretion component to satisfy the note with cash. The convertible note qualifies for derivative accounting and bifurcation under ASC 815, “Derivatives and Hedging.” The fair value of the $208,000 Notes was calculated using the Black-Scholes pricing model at $170,098, with the following assumptions: risk-free interest rate of 2.42%, expected life of 1 year, volatility of 118%, and expected dividend yield of zero. Because the fair value of the note did not exceed the net proceeds from the 208k Notes, no charge was recorded to “Financing cost” for the excess of the fair value of the note. As of June 30, 2021, and 2020, the debt discount was $0. $208,000 of the note has been successfully retired via conversion into shares during the fiscal year ended June 30, 2021. The Company fair valued the notes as of conversion date and accounted for a loss on conversion of $109,561 included under line item “Loss on debt extinguishment upon note conversion, net”. On June 11, 2019, the Company entered into a convertible promissory note and a security purchase agreement dated June 11, 2019, in the amount of $300,000. The lender was Eagle Equities, LLC. The notes have a maturity of June 11, 2020 and interest rate of 8% per annum and are convertible at a price of 70% of the lowest closing bid price on the primary trading market on which the Company’s Common Stock is then listed for the fifteen (15) trading days immediately prior to conversion. The note may be prepaid, but carries a penalty in association with the remittance amount, as there is an accretion component to satisfy the note with cash. The convertible note qualifies for derivative accounting and bifurcation under ASC 815, “Derivatives and Hedging.” The fair value of the $300,000 Notes was calculated using the Black-Scholes pricing model at $240,217, with the following assumptions: risk-free interest rate of 2.05%, expected life of 1 year, volatility of 16%, and expected dividend yield of zero. Because the fair value of the note did not exceed the net proceeds from the $300k Notes, no charge was recorded to “Financing cost” for the excess of the fair value of the note. As of June 30, 2021, and 2020, the debt discount was $0. This note has been successfully retired via conversions into shares during the fiscal year ended June 30, 2021. The Company fair valued the notes as of conversion date and accounted for a loss on conversion of $177,160 included under line item “Loss on debt extinguishment upon note conversion, net”. On July 5, 2019, the Company entered into a convertible promissory note and a security purchase agreement dated July 5, 2019, in the amount of $300,000. The lender was Eagle Equities, LLC. The notes have a maturity of July 5, 2020 and interest rate of 8% per annum and are convertible at a price of 70% of the lowest closing bid price on the primary trading market on which the Company’s Common Stock is then listed for the fifteen (15) trading days immediately prior to conversion. The note may be prepaid but carries a penalty in association with the remittance amount, as there is an accretion component to satisfy the note with cash. The convertible note qualifies for derivative accounting and bifurcation under ASC 815, “Derivatives and Hedging.” The fair value of the $300,000 Notes was calculated using the Black-Scholes pricing model at $239,759, with the following assumptions: risk-free interest rate of 1.98%, expected life of 1 year, volatility of 118%, and expected dividend yield of zero. Because the fair value of the note did not exceed the net proceeds from the 300k Notes, no charge was recorded to “Financing cost” for the excess of the fair value of the note. As of June 30, 2021 and June 30, 2020, the debt discount was $0 and $2,627, respectively. This note has been successfully retired via conversions into shares during the fiscal year ended June 30, 2021. The Company fair valued the notes as of conversion date and accounted for a loss on conversion of $648,036 included under line item “Loss on debt extinguishment upon note conversion, net”. On August 8, 2019, the Company entered into a convertible promissory note and a security purchase agreement dated August 8, 2019, in the amount of $300,000. The lender was Eagle Equities, LLC. The notes have a maturity of August 8, 2020 and interest rate of 8% per annum and are convertible at a price of 70% of the lowest closing bid price on the primary trading market on which the Company’s Common Stock is then listed for the fifteen (15) trading days immediately prior to conversion. The note may be prepaid, but carries a penalty in association with the remittance amount, as there is an accretion component to satisfy the note with cash. The convertible note qualifies for derivative accounting and bifurcation under ASC 815, “Derivatives and Hedging.” The fair value of the $300,000 Notes was calculated using the Black-Scholes pricing model at $254,082, with the following assumptions: risk-free interest rate of 1.79%, expected life of 1 year, volatility of 113%, and expected dividend yield of zero. Because the fair value of the note did not exceed the net proceeds from the $300k Notes, no charge was recorded to “Financing cost” for the excess of the fair value of the note. As of June 30, 2021, and June 30, 2020 the debt discount was $0 and $26,452, respectively. This note has been successfully retired via conversions into shares during the fiscal year ended June 30, 2021. The Company fair valued the notes as of conversion date and accounted for a loss on conversion of $611,909 included under line item “Loss on debt extinguishment upon note conversion, net”. On August 29, 2019, the Company entered into a convertible promissory note and a security purchase agreement dated August 29, 2019, in the amount of $300,000. The lender was Eagle Equities, LLC. The notes have a maturity of August 29, 2020 and interest rate of 8% per annum and are convertible at a price of 70% of the lowest closing bid price on the primary trading market on which the Company’s Common Stock is then listed for the fifteen (15) trading days immediately prior to conversion. The note may be prepaid, but carries a penalty in association with the remittance amount, as there is an accretion component to satisfy the note with cash. The convertible note qualifies for derivative accounting and bifurcation under ASC 815, “Derivatives and Hedging.” The fair value of the $300,000 Notes was calculated using the Black-Scholes pricing model at $234,052, with the following assumptions: risk-free interest rate of 1.75%, expected life of 1 year, volatility of 113%, and expected dividend yield of zero. Because the fair value of the note did not exceed the net proceeds from the $300,000 Notes, no charge was recorded to “Financing cost” for the excess of the fair value of the note. As of June 30, 2021, and June 30, 2020 the debt discount was $0 and $37,833, respectively. This note was settled as part of a debt settlement with Eagle Equities, LLC in conjunction with the Nightfood Holdings, Inc. financing/refinancing in April 2021. The Company fair valued the notes as of refinancing date, and accounted for a loss on refinancing of $137,819 included under line item “Loss on debt extinguishment upon note conversion, net”. On September 24, 2019, the Company entered into a convertible promissory note and a security purchase agreement dated September 24, 2019, in the amount of $150,000. The lender was Eagle Equities, LLC. The notes have a maturity of September 24, 2020 and interest rate of 8% per annum and are convertible at a price of 70% of the lowest closing bid price on the primary trading market on which the Company’s Common Stock is then listed for the fifteen (15) trading days immediately prior to conversion. The note may be prepaid, but carries a penalty in association with the remittance amount, as there is an accretion component to satisfy the note with cash. The convertible note qualifies for derivative accounting and bifurcation under ASC 815, “Derivatives and Hedging.” The fair value of the $150,000 Notes was calculated using the Black-Scholes pricing model at $118,009, with the following assumptions: risk-free interest rate of 1.78%, expected life of 1 year, volatility of 113%, and expected dividend yield of zero. Because the fair value of the note did not exceed the net proceeds from the $150k Notes, no charge was recorded to “Financing cost” for the excess of the fair value of the note. As of June 30, 2021 and June 30, 2020, the debt discount was $0 and $27,482, respectively. This note was settled as part of a debt settlement with Eagle Equities, LLC in conjunction with the Nightfood Holdings, Inc. financing/refinancing in April 2021. The Company fair valued the notes as of conversion date and accounted for a loss on conversion of $126,735 included under line item “Loss on debt extinguishment upon note conversion, net”. On November 7, 2019, the Company entered into a convertible promissory note and a security purchase agreement dated November 7, 2019, in the amount of $150,000. The lender was Eagle Equities, LLC. The notes have a maturity of November 7, 2020 and interest rate of 8% per annum and are convertible at a price of 70% of the lowest closing bid price on the primary trading market on which the Company’s Common Stock is then listed for the fifteen (15) trading days immediately prior to conversion. The note may be prepaid, but carries a penalty in association with the remittance amount, as there is an accretion component to satisfy the note with cash. The convertible note qualifies for derivative accounting and bifurcation under ASC 815, “Derivatives and Hedging.” The fair value of the $150,000 Notes was calculated using the Black-Scholes pricing model at $121,875, with the following assumptions: risk-free interest rate of 1.58%, expected life of 1 year, volatility of 122%, and expected dividend yield of zero. Because the fair value of the note did not exceed the net proceeds from the $150k Notes, no charge was recorded to “Financing cost” for the excess of the fair value of the note. As of June 30, 2021 and June 30, 2020, the debt discount was $0 and $43,074, respectively. This note was settled as part of a debt settlement with Eagle Equities, LLC in conjunction with the Nightfood Holdings, Inc. financing/refinancing in April 2021. The Company fair valued the notes as of refinancing date and accounted for a loss on refinancing of $68,900 included under line item “Loss on debt extinguishment upon note conversion, net”. On December 31, 2019, the Company entered into a convertible promissory note and a security purchase agreement dated December 31, 2019, in the amount of $150,000. The lender was Eagle Equities, LLC. The notes have a maturity of December 31, 2020 and interest rate of 8% per annum and are convertible at a price of 70% of the lowest closing bid price on the primary trading market on which the Company’s Common Stock is then listed for the fifteen (15) trading days immediately prior to conversion. The note may be prepaid, but carries a penalty in association with the remittance amount, as there is an accretion component to satisfy the note with cash. The convertible note qualifies for derivative accounting and bifurcation under ASC 815, “Derivatives and Hedging.” The fair value of the $150,000 Notes was calculated using the Black-Scholes pricing model at $189,172, with the following assumptions: risk-free interest rate of 1.59%, expected life of 1 year, volatility of 115%, and expected dividend yield of zero. Because the fair value of the note exceed the net proceeds from the $150k Notes, $39,172 was recorded to “Financing cost” for the excess of the fair value of the note. As of June 30, 2021 and June 30, 2020, the debt discount was $0 and $75,205, respectively. This note was settled as part of a debt settlement with Eagle Equities, LLC in conjunction with the Nightfood Holdings, Inc. financing/refinancing in April 2021. The Company fair valued the notes as of refinancing date and accounted for a loss on refinancing of $68,900 included under line item “Loss on debt extinguishment upon note conversion, net”. On February 6, 2020, the Company entered into a convertible promissory note and a security purchase agreement dated February 6, 2020, in the amount of $200,000. The lender was Eagle Equities, LLC. The notes have a maturity of February 6, 2021 and interest rate of 8% per annum and are convertible at a price of 70% of the lowest closing bid price on the primary trading market on which the Company’s Common Stock is then listed for the fifteen (15) trading days immediately prior to conversion. The note may be prepaid, but carries a penalty in association with the remittance amount, as there is an accretion component to satisfy the note with cash. The convertible note qualifies for derivative accounting and bifurcation under ASC 815, “Derivatives and Hedging.” The fair value of the $200,000 Notes was calculated using the Black-Scholes pricing model at $156,061, with the following assumptions: risk-free interest rate of 1.51%, expected life of 1 year, volatility of 113%, and expected dividend yield of zero. As of June 30, 2021 and June 30, 2020, the debt discount was $0 and $94,064, respectively. This note was settled as part of a debt settlement with Eagle Equities, LLC in conjunction with the Nightfood Holdings, Inc. financing/refinancing in April 2021. The Company fair valued the notes as of refinancing date and accounted for a loss on refinancing of $91,880 included under line item “Loss on debt extinguishment upon note conversion, net”. On February 26, 2020, the Company entered into a convertible promissory note and a security purchase agreement dated February 26, 2020, in the amount of $187,000. The lender was Eagle Equities, LLC. The notes have a maturity of February 6, 2021 and interest rate of 8% per annum and are convertible at a price of 70% of the lowest closing bid price on the primary trading market on which the Company’s Common Stock is then listed for the fifteen (15) trading days immediately prior to conversion. The note may be prepaid, but carries a penalty in association with the remittance amount, as there is an accretion component to satisfy the note with cash. The convertible note qualifies for derivative accounting and bifurcation under ASC 815, “Derivatives and Hedging.” The fair value of the $187,000 Notes was calculated using the Black-Scholes pricing model at $150,268, with the following assumptions: risk-free interest rate of 1.18%, expected life of 1 year, volatility of 118%, and expected dividend yield of zero. As of June 30, 2021 and June 30, 2020, the debt discount was $0 and $99,218, respectively. This note was settled as part of a debt settlement with Eagle Equities, LLC in conjunction with the Nightfood Holdings, Inc. financing/refinancing in April 2021. The Company fair valued the notes as of refinancing date and accounted for a loss on refinancing of $85,907 included under line item “Loss on debt extinguishment upon note conversion, net”. On April 30, 2020, the Company entered into a convertible promissory note and a security purchase agreement dated April 30, 2020, in the amount of $205,700. This note carried an Original Discount of 10% or $18,700 which was included in interest expense at the time of valuation. The lender was Eagle Equities, LLC. The notes have a maturity of April 30, 2021 and interest rate of 8% per annum and are convertible at a price of 78% of the lowest closing bid price on the primary trading market on which the Company’s Common Stock is then listed for the twenty (20) trading days immediately prior to conversion. The note may be prepaid, but carries a penalty in association with the remittance amount, as there is an accretion component to satisfy the note with cash. The convertible note qualifies for derivative accounting and bifurcation under ASC 815, “Derivatives and Hedging.” The fair value of the $205,700 Notes was calculated using the Black-Scholes pricing model at $128,369, with the following assumptions: risk-free interest rate of 0.16%, expected life of 1 year, volatility of 106%, and expected dividend yield of zero. This note was settled as part of a debt settlement with Eagle Equities, LLC in conjunction with the Nightfood Holdings, Inc. financing/refinancing in April 2021. The Company accounted for a loss on refinancing of $5,979 for unamortized of discount included under line item “Loss on debt extinguishment upon note conversion, net”. As of June 30, 2021 and June 30, 2020, the debt discount was $0 and $106,916, respectively. The Company fair valued the notes as of refinancing date and accounted for a loss on refinancing of $75,553 included under line item “Loss on debt extinguishment upon note conversion, net”. On June 23, 2020, the Company entered into a convertible promissory note and a security purchase agreement dated June 23, 2020, in the amount of $205,700. This note carried an Original Discount of 10% or $18,700 which was included in interest expense at the time of valuation. The lender was Eagle Equities, LLC. The notes have a maturity of June 23, 2021 and interest rate of 8% per annum and are convertible at a price of 78% of the lowest closing bid price on the primary trading market on which the Company’s Common Stock is then listed for the twenty (20) trading days immediately prior to conversion. The note may be prepaid, but carries a penalty in association with the remittance amount, as there is an accretion component to satisfy the note with cash. The convertible note qualifies for derivative accounting and bifurcation under ASC 815, “Derivatives and Hedging.” The fair value of the $205,700 Notes was calculated using the Black-Scholes pricing model at $132,236, with the following assumptions: risk-free interest rate of 0.18%, expected life of 1 year, volatility of 108%, and expected dividend yield of zero. The Company accounted for a loss on refinancing of 25,722 for unamortized of discount included under line item “Loss on debt extinguishment upon note conversion, net”. This note was settled as part of a debt settlement with Eagle Equities, LLC in conjunction with the Nightfood Holdings, Inc. financing/refinancing in April 2021. The Company accounted for a loss on refinancing of $25,722 for unamortized of discount included under line item “Loss on debt extinguishment upon note conversion, net”. As of June 30, 2021 and June 30, 2020, the debt discount was $0 and $106,916, respectively. The Company fair valued the notes as of refinancing date and accounted for a loss on refinancing of $117,912 included under line item “Loss on debt extinguishment upon note conversion, net”. On August 12, 2020, the Company entered into a convertible promissory note and a security purchase agreement dated June 23, 2020, in the amount of $205,700. This note carried an Original Discount of 10% or $18,700 which was included in interest expense at the time of valuation. The lender was Eagle Equities, LLC. The notes have a maturity of August 12, 2021 and interest rate of 8% per annum and are convertible at a price of 78% of the lowest closing bid price on the primary trading market on which the Company’s Common Stock is then listed for the twenty (20) trading days immediately prior to conversion. This note was settled as part of a debt settlement with Eagle Equities, LLC in conjunction with the Nightfood Holdings, Inc. financing/refinancing in April 2021. The Company accounted for a loss on refinancing of $41,780 for unamortized of discount included under line item “Loss on debt extinguishment upon note conversion, net”. As of June 30, 2021, the debt discount was $0. The Company fair valued the notes as of refinancing date and accounted for a loss on refinancing of $121,241 included under line item “Loss on debt extinguishment upon note conversion, net”. On October 13, 2020, the Company entered into a convertible promissory note and a security purchase agreement dated June 23, 2020, in the amount of $205,700. This note carried an Original Discount of 10% or $18,700 which was included in interest expense at the time of valuation. The lender was Eagle Equities, LLC. The notes have a maturity of August 12, 2021 and interest rate of 8% per annum and are convertible at a price of 78% of the lowest closing bid price on the primary trading market on which the Company’s Common Stock is then listed for the twenty (20) trading days immediately prior to conversion. This note was |
Derivative Liability
Derivative Liability | 12 Months Ended |
Jun. 30, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Liability | 11. Derivative Liability Due to the variable conversion price associated with some of these convertible promissory notes disclosed in Note 10 above, the Company has determined that the conversion feature is considered a derivative liability for instruments which are convertible and have not yet been settled. The accounting treatment of derivative financial instruments requires that the Company record the fair value of the derivatives on the date they are deemed to be derivative liabilities. During the year ended June 30, 2021 and 2020, the Company recorded a gain in fair value of derivative liability of $853,329 and a gain in fair value of derivative liability of $858,774, respectively. The Company will measure the fair value of each derivative instrument in future reporting periods and record a gain or loss based on the change in fair value. Below is a reconciliation of the derivative liability as presented on the Company’s balance sheet as of June 30, 2021: Derivative liability as of June 30, 2019 $ 1,306,748 Initial derivative liability accounted for convertible notes payable issued during the period ended June 30, 2020 1,723,883 Change in derivative liability during the period (858,774 ) Reclassify derivative liability associated with Notes converted (581,219 ) Balance at June 30, 2020 $ 1,590,638 Initial derivative liability accounted for convertible notes payable issued during the period ended June 30, 2021 512,993 True-up adjustment in debt discount and derivative liability 37,360 Change in derivative liability during the period (853,329 ) Notes retired due to refinancing (1,287,662 ) Derivative liability as of June 30, 2021 $ - |
Refinancing Agreement
Refinancing Agreement | 12 Months Ended |
Jun. 30, 2021 | |
Refinancing Agreement [Abstract] | |
Refinancing Agreement | 12. Refinancing Agreement In April 2021, the Company extinguished certain convertible promissory notes held by Eagle Equities, LLC by way of full settlement of approximately $2,511,214, consisting of 2,325,200 in principal and $186,014 interest, paid as follows: (i) 1,500 shares B Preferred, valued at $1,500,000 as a part of the Preferred offering; and (ii) $1,300,000 in cash from the proceeds of the offering. Since the debt was exchanged in whole, the fair value of the consideration paid should be compared to the fair value of the debt settled (including related derivative liabilities), with the variance accounted for as a gain or loss on settlement. TOTAL GAIN/LOSS RELATED TO EXTINGUISHMENT Debt principal ($2,325,200) plus interest payable ($186,014) $ 2,511,214 Derivative liability 1,287,662 Unamortized debt of discount (340,795 ) Cash paid from Escrow account (1,300,000 ) 1,500 shares of Preferred B (1,500,001 ) Gain on extinguishment of debt upon refinancing $ 658,080 Below is a reconciliation of the loss on debt extinguishment as presented on the Company’s statement of operations for the fiscal year ended June 30, 2021: Loss on convertible notes upon conversion $ 2,100,435 (Gain) upon refinancing (658,080 ) Loss on extinguishment debt $ 1,442,325 |
Line of Credit
Line of Credit | 12 Months Ended |
Jun. 30, 2021 | |
Line Of Credit [Abstract] | |
Line of Credit | 13. Line of Credit On March 19, 2020, the Company secured a $200,000 line of credit with Celtic Bank Corporation. This LOC has a “Flex Credit” component of calculating interest, which means the interest rate on any draws taken against the LOC is set at the time of said draw. As of the date of this filing, the Company has made one draw against the credit line for a gross amount of $5,000 (including proceeds and draw fees). This balance was paid in full prior to June 30, 2021 June 30, June 30, Line of Credit $ $ 3,897 Total borrowings 3,897 Less: current portion (3,897 ) Long term debt $ - $ - Interest expense for the years ended June 30, 2021 and 2020, totaled $1,012 and $463, respectively. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Jun. 30, 2021 | |
Stockholders' Equity Note [Abstract] | |
Stockholders’ Equity | 14. Stockholders’ Equity ● On October 16, 2013, the Nightfood, Inc. became a wholly-owned subsidiary of Nightfood Holdings, Inc. Accordingly, the stockholders’ equity has been revised to reflect the share exchange on a retroactive basis. Common Stock ● The Company is authorized to issue Two Hundred Million (200,000,000) shares of $0.001 par value per share Common Stock. Holders of Common Stock are each entitled to cast one vote for each Share held of record on all matters presented to shareholders. Cumulative voting is not allowed; hence, the holders of a majority of the outstanding Common Stock can elect all directors. Holders of Common Stock are entitled to receive such dividends as may be declared by the Board of Directors out of funds legally available therefore and, in the event of liquidation, to share pro-rata in any distribution of the Company’s assets after payment of liabilities. The Board of Directors is not obligated to declare a dividend and it is not anticipated that dividends will be paid unless and until the Company is profitable. Holders of Common Stock do not have pre-emptive rights to subscribe to additional shares if issued by the Company. There are no conversion, redemption, sinking fund or similar provisions regarding the Common Stock. All of the outstanding Shares of Common Stock are fully paid and non-assessable and all of the Shares of Common Stock offered thereby will be, upon issuance, fully paid and non-assessable. Holders of Shares of Common Stock will have full rights to vote on all matters brought before shareholders for their approval, subject to preferential rights of holders of any series of Preferred Stock. Holders of the Common Stock will be entitled to receive dividends, if and as declared by the Board of Directors, out of funds legally available, and share pro-rata in any distributions to holders of Common Stock upon liquidation. The holders of Common Stock will have no conversion, pre-emptive or other subscription rights. Upon any liquidation, dissolution or winding-up of the Company, assets, after the payment of debts and liabilities and any liquidation preferences of, and unpaid dividends on, any class of preferred stock then outstanding, will be distributed pro-rata to the holders of the common stock. The holders of the common stock have no right to require the Company to redeem or purchase their shares. Holders of shares of common stock do not have cumulative voting rights, which means that the holders of more than 50% of the outstanding shares, voting for the election of directors, can elect all of the directors to be elected, if they so choose, and, in that event, the holders of the remaining shares will not be able to elect any of our directors. The Company had 80,707,467 and 61,796,680 shares of its $0.001 par value common stock issued and outstanding as of June 30, 2021 and 2020 respectively. During the Fiscal Year ended June 30, 2021: ● The Company issued 1,661,210 shares of common stock for services with a fair value of $372,253. ● The Company issued 17,249,577 shares of common stock as consideration for convertible debt in the principal amount of $1,433,000 and in the accrued interest payable of $184,274, with a fair value of $3,717,709. During the year ended June 30, 2020: ● The Company issued 1,385,990 shares of common stock for services with a fair value of $308,768 ● The Company issued 6,636,834 shares of common stock as consideration for convertible debt in the principal amount of $961,000 and in the accrued interest payable of $88,762, with a fair value of $2,026,762. ● During the fiscal years ended June 30, 2021 and 2020, the Company recorded a Loss on fair value of shares issued upon notes conversion of $2,100,435 and $977,000, respectively. Preferred Stock Series A Stock On July 9 2018, the Company was authorized to issue 1,000,000 shares of $0.001 par value per share Preferred Stock. Of the 1,000,000 shares. 10,000 shares were designated as Series A Preferred Stock (“Series A Stock”). Holders of Series A Stock are each entitled to cast 100,000 votes for each Share held of record on all matters presented to shareholders. In addition to his ownership of the common stock, Mr. Folkson owns 1,000 shares of the Series A Stock which votes with the common stock and has an aggregate of 100,000,000 votes. The Company had 1,000 and 1,000 shares of its $0.001 par value preferred Series A stock issued and outstanding as of June 30, 2021 and 2020 respectively. Series B Stock In April 2021, the Company designated 5,000 shares of its Preferred Stock as Series B Preferred Stock (“B Stock”), each Series B share of which is convertible into 5,000 shares of common stock and 5,000 non-detachable warrants with a strike price of $.30. During Fiscal Year 2021, the Company issued 4,650 shares of B Stock to investors in exchange for invested capital at a price of $1,000 per share, and issued 15 shares to a legal firm associated with this financing activities. These proceeds were used to retire pre-existing debt and for operating capital. 1,500 shares of B Stock were issued in conjunction with $1,300,000 in cash to settle $2,325,000 of convertible note principal. An additional 3,150 B Shares provided $3,150,000 of cash. The Series B stock meets the criteria for equity and is accounted for as equity. Specifically, among other factors, this qualifies as equity because redemption is not invoked at the option of the holder and the Series B stock does not have to be redeemed on a specified date. Dividends ● The Company has never declared dividends, however as set out below, during the fiscal year ended June 30, 2021, upon issuance of a total of 4,665 shares of Series B Preferred stock the Company recorded a deemed dividend as a result of beneficial conversion feature associated with the transaction. ● In connection with certain conversion terms provided for in the designation of the Series B Preferred Stock, pursuant to which each share of Series B Preferred Stock is convertible into 5,000 shares of common stock and 5,000 warrants, the Company recognized a beneficial conversion feature upon the conclusion of the transaction in the amount of $4,085,925. The beneficial conversion feature was treated as a deemed dividend, and fully amortized on the transaction date due to the fact that the issuance of the Series B preferred stock was classified as equity. Warrants ● The following is a summary of the Company’s outstanding common stock purchase warrants. Of the 500,000 warrants shown below at an exercise price of $.15, these warrants were issued as compensation for a four-year advisory agreement. 150,000 warrants vested on July 24, 2018, another 150,000 on July 24, 2019, another 150,000 vested on July 24, 2020, and the remaining 50,000 vested on July 24, 2021. These warrants were all accounted for in the fiscal year ended June 30, 2020. During the fiscal year ended June 30, 2021 the Company entered into a warrant agreement with one of the Company’s vendors issuing 500,000 warrants at a strike price of $0.50 and having a term of five years. The Company valued these warrants using the Black Scholes model utilizing a 107.93% volatility and a risk-free rate of 0.29%, respectively. In exchange for an agreement to lock up Mr Folkson’s shares, Folkson received warrants to acquire 400,000 shares of Company common stock on February 4, 2021, at a strike price of $.30, and with a term of 12 months from the date of that agreement. The warrants include a provision for cashless exercise and will expire if not exercised within the twelve-month term. The Company valued these warrants using the Black Scholes model utilizing a 107.93% volatility and a risk-free rate of 0.50%. The Company retained Spencer Clarke, LLC (“SCL”) to act as a placement agent for capital raising and M&A activities. SCL received 360,000 retainer warrants on February 2, 2021 and further received 1,240,000 retainer warrants on April 13, 2021 at a strike price of $.01. The warrants include a provision for cashless exercise and will expire if not exercised within the 5 years term. The Company valued these warrants using the Black Scholes model utilizing a 107.93% ~ 156.11% volatility and a risk-free rate of 0.45% ~ 0.85%. Additional, SCL received 2,250,000 success warrants at a strike price of $0.20 and 2,250,000 success warrants at a strike price of $0.30, with expiration in 5 years. The Company recorded the retainer warrants into consulting expenses and recognized value of success warrants as part of financing costs issued as an equity instrument with the fair value debited to additional paid in capital. There is no accounting effect for these transactions associated with these success warrants. The aggregate intrinsic value of the warrants as of June 30, 2021 is $613,009. The aggregate intrinsic value of the warrants as of June 30, 2020 was $28,025 Outstanding at Issued / Outstanding Exercise Price June 30, (exercised) in Expired June 30, $ 0.15 500,000 - 500,000 $ 0.20 105,000 80,000 25,000 $ 0.30 100,000 - 100,000 $ 0.40 150,000 - 150,000 $ 0.75 300,000 - - 300,000 1,155,000 80,000 1,075,000 Outstanding at Outstanding at Exercise Price June 30, Issued in 2021 Expired June 30, $ 0.01 - 1,600,000 - 1,600,000 $ 0.15 500,000 - 500,000 $ 0.20 25,000 2,250,000 25,000 2,250,000 $ 0.30 - 2,650,000 - 2,650,000 $ 0.40 150,000 - 150,000 $ 0.50 - 500,000 - 500,000 $ 0.75 300,000 - - 300,000 $ 0.30 100,000 100,000 1,075,000 7,000,000 25,000 8,050,000 Options ● The Company has never issued options. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Jun. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 15. Related Party Transactions ● During the third quarter 2015, Mr. Folkson began accruing a consulting fee of $6,000 per month which the aggregate of $72,000 and $72,000 is reflected in professional fees and presented in the accrued expenses – related party for 2021 and 2020 respectively. ● The original consulting agreement for Mr. Folkson had a term of one year, and then converted into a month to month agreement effective January 1, 2016. A new twelve month consulting agreement was entered into for Mr. Folkson effective January 1, 2021, which paid Mr. Folkson the same $6,000 monthly consulting fee. In addition, the Company made bonuses available to Mr. Folkson upon the Company hitting certain revenue milestones of $1,000,000 in a quarter and $3,000,000 in a quarter. Achieving those milestones would earn Mr. Folkson warrants with a $.50 and $1 strike price which would need to be exercised within 90 days of the respective quarterly or annual filing. As of the date of this filing, said milestones have not been achieved and therefore no bonus warrants have been issued yet in association with these milestones. |
Income Tax
Income Tax | 12 Months Ended |
Jun. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Tax | 16. Income Tax A reconciliation of the statutory income tax rates and the Company’s effective tax rate is as follows: June 30, 2021 2020 Statutory U.S. federal rate (21.00 )% (21.00 )% Effect of higher U.S. Federal statutory tax rate - % - % State income taxes (net of federal tax benefit) (7.00 )% (7.00 )% Permanent differences 7.10 % 6.70 % Valuation allowance (20.9 )% (21.3 )% True up of net operating loss - % - % 0.0 % 0.0 % The tax effects of the temporary differences and carry forwards that give rise to deferred tax assets consist of the following: 2021 2020 Deferred tax assets: Net operating loss carry-forwards $ 1,958,304 1,460,760 Valuation allowance (1,958,304 ) (1460760 ) Net deferred tax asset $ - $ - At June 30, 2021 the Company had estimated U.S. federal net operating losses of approximately $9,604,000 for income tax purposes. $2,614,000 will expire between 2031 and 2037 while the balance of the tax operating loss can be carried forward indefinitely, they are limited in any single year to 80% of taxable income. For financial reporting purposes, the entire amount of the net deferred tax assets has been offset by a valuation allowance due to uncertainty regarding the realization of the assets. The net change in the total valuation allowance for the year ended June 30, 2021 was an increase of $497,544. The Company follows FASC 740-10-25 P which requires a company to evaluate whether a tax position taken by the company will “more likely than not” be sustained upon examination by the appropriate tax authority. The Company has analyzed filing positions in all of the federal and state jurisdictions where it is required to file income tax returns, as well as all open tax years in these jurisdictions. The Company believes that its income tax filing positions and deductions would be sustained on audit and does not anticipate any adjustments that would result in a material change to its financial position. Therefore, no reserves for uncertain income tax positions have been recorded. The Company may not be able to utilize the net operating loss carryforwards for its US income taxes in future periods should it experience a change in ownership as defined in Section 382 of the Internal Revenue Code (“IRC”). Under section 382, should the Company experience a more than 50% change in its ownership over a 3 year period, the Company would be limited based on a formula as defined in the IRC to the amount per year it could utilize in that year of the net operating loss carryforwards. As of June 30, 2021 the Company had not performed an analysis to determine if the Company was subject to the provisions of Section 382. The Company is subject to U.S. federal income tax including state and local jurisdictions. Currently, no federal or state income tax returns are under examination by the respective taxing jurisdictions. The Company’s accounting policy is to recognize interest and penalties related to uncertain tax positions in income tax expense. The Company has not accrued interest for any periods. The Company has not filed its federal and state income tax returns for the fiscal years ended June 30, 2021, 2020, 2019, 2018, June 30, 2017 and 2016, however it believes due to the reported losses there is no material liability outstanding. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 12 Months Ended |
Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | 17. Fair Value of Financial Instruments The carrying amounts of Cash and Equivalents, Receivables, Other Current Assets, Short-Term Debt, Accounts Payable, Accrued and Other Current Liabilities approximated fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. To increase the comparability of fair value measures, Financial Accounting Standards Board (“FASB”) ASC Topic 820-10-35 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurements). Level 1 Level 2 Level 3 The application of the three levels of the fair value hierarchy under Topic 820-10-35 to our assets and liabilities are described below: Fiscal 2021 Fair Value Measurements Level 1 Level 2 Level 3 Total Fair Assets Other assets $ - $ - $ - $ - Total $ - $ - $ - $ - Liabilities Derivative Liabilities $ $ - $ - $ Total $ $ - $ $ Fiscal 2020 Fair Value Measurements Level 1 Level 2 Level 3 Total Fair Assets Other assets $ - $ - $ - $ - Total $ - $ - $ - $ - Liabilities Derivative Liabilities $ $ - $ 1,590,638 $ 1,590,638 Total $ $ - $ 1,590,638 $ 1,590,638 Management considers all of its derivative liabilities to be Level 3 liabilities. At June 30, 2021 and 2020, respectively the Company had outstanding derivative liabilities, including those from related parties of $0 and $1,590,638 respectively. |
Net loss per share of common st
Net loss per share of common stock | 12 Months Ended |
Jun. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Net Loss per Share of Common Stock | 18. Net Loss per Share of ● The Company has adopted FASB Topic 260, “Earnings per Share,” which requires presentation of basic and diluted EPS on the face of the income statement for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation. In the accompanying financial statements, basic loss per share of common stock is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the year. Basic net loss per common share is based upon the weighted average number of common shares outstanding during the period. Dilution is computed by applying the treasury stock method. Under this method, options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period. Convertible debt that was convertible into 24,638,241 shares of the Company’s common stock is not included in the computation for the fiscal year ended June 30, 2020. Convertible preferred equity, in the form of 4,665 of the Company’s Class B Preferred Stock, which is convertible into 23,325,000 shares of common stock, is not included in the computation for the fiscal year ended June 30, 2021. Such conversions would also create 23,325,000 cash warrants with an exercise price of $.30. As of June 30, 2021, none of the holders of Class B stock had exercised any conversions, so these warrants were not issued or outstanding as of June 30, 2021. Additionally, there are 8,050,000 and 1,075,000 warrants that are exercisable into shares of stock as of June 30, 2021 and 2020, respectively. 2021 2020 Numerator - basic and diluted loss per share net loss $ (3,479,824 ) $ (4,412,063 ) Deemed dividend on Series B stock 4,085,925 - Net loss available to common stockholders $ (7,565,749 ) $ (4,412,063 ) Denominator – basic and diluted loss per share – weighted average common shares outstanding 71,090,407 57,443,347 Basic and diluted earnings per share $ (0.11 ) $ (0.08 ) |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Jun. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 19. Commitments and Contingencies ● As of June 30, 2021 and 2020, the Company has no material commitments or contingencies. ● Litigation: From time to time, we may become involved in various lawsuits and legal proceedings, which arise, in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. The Company is not aware of any such legal proceedings that we believe will have, individually or in the aggregate, a material adverse effect on our business, financial condition or operating results. ● Coronavirus (COVID-19): On March 11, 2020, the World Health Organization declared the COVID-19 outbreak to be a global pandemic which continues to spread throughout the U.S. and the globe. In addition to the devastating effects on human life, the pandemic is having a negative ripple effect on the global economy, leading to disruptions and volatility in the global financial markets. Most U.S. states and many countries have issued policies intended to stop or slow the further spread of the disease such as issuing temporary Executive Orders that, among other stipulations, effectively prohibit in-person work activities for most industries and businesses, having the effect of suspending or severely curtailing operations. COVID-19 and the U.S’s response to the pandemic are significantly affecting the economy. There are no comparable events that provide guidance as to the effect the COVID-19 pandemic may have, and, as a result, the ultimate effect of the pandemic is highly uncertain and subject to change. The extent of the ultimate impact of the pandemic on the Company’s operational and financial performance will depend on various developments, including the duration and spread of the outbreak, which cannot be reasonably predicted at this time. Accordingly, while management reasonably expects the COVID-19 outbreak to negatively impact the Company, the related consequences and duration are highly uncertain and cannot be predicted at this time. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Jun. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | 20. Subsequent Events ● Subsequent to the end of the fiscal year on June 30, 2021, the Company sold 335 shares of Class B Preferred Stock for gross proceeds of $335,000. ● Subsequent to the end of the fiscal year on June 30, 2021, the Company issued 518,519 shares of common stock to vendors in exchange for services rendered, at a value of $.27 per share. ● Subsequent to the end of the fiscal year on June 30, 2021, 848 shares of Class B Preferred Stock were converted by Class B Shareholders into 4,240,000 shares of NGTF Common Stock at a value of $.20 per share. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates ● The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Estimates are used in the determination of beneficial conversion features, derivative liabilities, depreciation and amortization, the valuation for non-cash issuances of common stock, and the website, income taxes and contingencies, among others. |
Beneficial Conversion Feature | Beneficial Conversion Feature ● For conventional convertible debt where the rate of conversion is below market value, the Company records any “beneficial conversion feature” (“BCF”) intrinsic value as additional paid in capital and related debt discount. When the Company records a BCF, the relative fair value of the BCF is recorded as a debt discount against the face amount of the respective debt instrument. The discount is amortized over the life of the debt. If a conversion of the underlying debt occurs, a proportionate share of the unamortized amounts is immediately expensed. Beneficial Conversion Feature – Series B Preferred Stock (deemed dividend): Each share of B Preferred has a liquidation preference of $1,000 and has no voting rights except as to matters pertaining to the rights and privileges of the B Preferred. Each share of B Preferred is convertible at the option of the holder thereof into (i) 5,000 shares of the Registrant’s common stock (one share for each $0.20 of liquidation preference) (the “Conversion Shares”) and (ii) 5,000 common stock purchase warrants, expiring April 16, 2026 (the “Warrants”). The Warrants have an initial exercise price of $0.30 per share. Based on the guidance in ASC 470-20-20, the Company determined that a beneficial conversion feature existed, as the effective conversion price for the Series B Preferred Stock at issuance was less than the fair value of the common stock which the preferred shares are convertible into. A beneficial conversion feature based on the intrinsic value of the date of issuances for the Series B Preferred Stock was approximately $4.1 million. |
Debt Issue Costs | Debt Issue Costs ● The Company may pay debt issue costs in connection with raising funds through the issuance of debt whether convertible or not or with other consideration. These costs are recorded as debt discounts and are amortized over the life of the debt to the statement of operations as amortization of debt discount. |
Equity Issuance Costs | Equity Issuance Costs ● The Company accounts for costs related to the issuance of equity as a charge to Paid in Capital and records the equity transaction net of issuance costs |
Original Issue Discount | Original Issue Discount ● If debt is issued with an original issue discount, the original issue discount is recorded to debt discount, reducing the face amount of the note and is amortized over the life of the debt to the statement of operations as amortization of debt discount. If a conversion of the underlying debt occurs, a proportionate share of the unamortized amounts is immediately expensed. |
Valuation of Derivative Instruments | Valuation of Derivative Instruments ● ASC 815 “Derivatives and Hedging” requires that embedded derivative instruments be bifurcated and assessed, along with free-standing derivative instruments such as warrants, on their issuance date and measured at their fair value for accounting purposes. In determining the appropriate fair value, the Company uses the Black-Scholes option pricing formula. Upon conversion of a note where the embedded conversion option has been bifurcated and accounted for as a derivative liability, the Company records the shares at fair value, relieves all related notes, derivatives and debt discounts and recognizes a net gain or loss on debt extinguishment. |
Reclassification | Reclassification ● The Company may make certain reclassifications to prior period amounts to conform with the current year’s presentation. These reclassifications did not have a material effect on its consolidated statement of financial position, results of operations or cash flows. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements ● The Company reviews all of the Financial Accounting Standard Board’s (“FASB”) updates periodically to ensure the Company’s compliance of its accounting policies and disclosure requirements to the Codification Topics. |
Derivative Financial Instruments | Derivative Financial Instruments ● The Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risks. The Company evaluates all of its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and then is revalued at each reporting date, with changes in fair value reported in the consolidated statement of operations. For stock based derivative financial instruments, fair value accounting requires bifurcation of embedded derivative instruments such as conversion features in convertible debt or equity instruments, and measurement of their fair value for accounting purposes. In determining the appropriate fair value, the Company uses the Black-Scholes option-pricing model. In assessing the convertible debt instruments, management determines if the convertible debt host instrument is conventional convertible debt and further if there is a beneficial conversion feature requiring measurement. If the instrument is not considered conventional convertible debt, the Company will continue its evaluation process of these instruments as derivative financial instruments. Once determined, derivative liabilities are adjusted to reflect fair value at the end of each reporting period. Any increase or decrease in the fair value from inception is made quarterly and appears in results of operations as a change in fair market value of derivative liabilities. |
Cash and Cash Equivalents | Cash and Cash Equivalents ● The Company classifies as cash and cash equivalents amounts on deposit in the banks and cash temporarily in various instruments with original maturities of three months or less at the time of purchase. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments ● Statement of financial accounting standard FASB Topic 820, Disclosures about Fair Value of Financial Instruments, requires that the Company disclose estimated fair values of financial instruments. The carrying amounts reported in the statements of financial position for assets and liabilities qualifying as financial instruments are a reasonable estimate of fair value. |
Inventories | Inventories ● Inventories consisting of packaged food items and supplies are stated at the lower of cost or net realizable value (on a FIFO basis), including provisions for spoilage commensurate with known or estimated exposures which are recorded as a charge to cost of sales during the period spoilage is incurred. |
Advertising Costs | Advertising Costs ● Advertising costs are expensed when incurred and are included in advertising and promotional expense in the accompanying statements of operations. Included in this category are expenses related to public relations, investor relations, new package design, website design, design of promotional materials, cost of trade shows, cost of products given away as promotional samples, and paid advertising. The Company recorded advertising costs of $588,172 and $403,639 for the years ended June 30, 2021 and 2020, respectively. |
Income Taxes | Income Taxes ● The Company has not generated any taxable income, and, therefore, no provision for income taxes has been provided. ● Deferred income taxes are reported for timing differences between items of income or expense reported in the financial statements and those reported for income tax purposes in accordance with FASB Topic 740, “Accounting for Income Taxes”, which requires the use of the asset/liability method of accounting for income taxes. Deferred income taxes and tax benefits are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and for tax loss and credit carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The Company provides for deferred taxes for the estimated future tax effects attributable to temporary differences and carry-forwards when realization is more likely than not. ● A valuation allowance has been recorded to fully offset the deferred tax asset even though the Company believes it is more likely than not that the assets will be utilized. ● The Company’s effective tax rate differs from the statutory rates associated with taxing jurisdictions because of permanent and temporary timing differences as well as a valuation allowance. |
Revenue Recognition | Revenue Recognition ● The Company generates its revenue by selling its nighttime snack products wholesale and direct to consumer. ● All sources of revenue are recorded pursuant to FASB Topic 606 Revenue Recognition, to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This includes a five-step framework that requires an entity to: (i) identify the contract(s) with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract, and (v) recognize revenue when the entity satisfies a performance obligation. In addition, this revenue generation requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. ● The Company offers sales incentives through various programs, consisting primarily of advertising related credits. The Company records advertising related credits with customers as a reduction to revenue as no identifiable benefit is received in exchange for credits claimed by the customer. ● The Company revenue from contracts with customers provides that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Management reviewed ASC 606-10-32-25 which states “Consideration payable to a customer includes cash amounts that an entity pays, or expects to pay, to the customer (or to other parties that purchase the entity’s goods or services from the customer). Consideration payable to a customer also includes credit or other items (for example, a coupon or voucher) that can be applied against amounts owed to the entity (or to other parties that purchase the entity’s goods or services from the customer). An entity shall account for consideration payable to a customer as a reduction of the transaction price and, therefore, of revenue unless the payment to the customer is in exchange for a distinct good or service (as described in paragraphs 606-10-25-18 through 25-22) that the customer transfers to the entity. If the consideration payable to a customer includes a variable amount, an entity shall estimate the transaction price (including assessing whether the estimate of variable consideration is constrained) in accordance with paragraphs 606-10-32-5 through 32-13.” If the consideration payable to a customer is a payment for a distinct good or service, then in accordance with ASC 606-10-32-26, the entity should account for it the same way that it accounts for other purchases from suppliers (expense). Further, “if the amount of consideration payable to the customer exceeds the fair value of the distinct good or service that the entity receives from the customer, then the entity shall account for such an excess as a reduction of the transaction price. If the entity cannot reasonably estimate the fair value of the good or service received from the customer, it shall account for all of the consideration payable to the customer as a reduction of the transaction price.” Under ASC 606-10-32-27, if the consideration payable to a customer is accounted for as a reduction of the transaction price, “an entity shall recognize the reduction of revenue when (or as) the later of either of the following events occurs: a) The entity recognizes revenue for the transfer of the related goods or services to the customer. b) The entity pays or promises to pay the consideration (even if the payment is conditional on a future event). That promise might be implied by the entity’s customary business practices.” Management reviewed each arrangement to determine if each fee paid is for a distinct good or service and should be expensed as incurred or if the Company should recognize the payment as a reduction of revenue. The Company recognizes revenue upon shipment based on meeting the transfer of control criteria. The Company has made a policy election to treat shipping and handling as costs to fulfill the contract, and as a result, any fees received from customers are included in the transaction price allocated to the performance obligation of providing goods with a corresponding amount accrued within cost of sales for amounts paid to applicable carriers. |
Concentration of Credit Risk | Concentration of Credit Risk ● Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash deposits at financial institutions. At various times during the year, the Company may exceed the federally insured limits. To mitigate this risk, the Company places its cash deposits only with high credit quality institutions. Management believes the risk of loss is minimal. At June 30, 2021 and 2020 the Company did not have any uninsured cash deposits. |
Receivables Concentration | Receivables Concentration ● As of June 30, 2021, the Company had receivables due from five customers, one of who accounted for over 73% of the outstanding balance (this customer operates 42 distribution centers). One of the remaining four accounted for 11.5% of the outstanding balance. As of June 30, 2020, the Company had receivables due from seven customers, two of whom accounted for over 20% of the outstanding balance. Four of the other five accounted for over 10% of the total balance. |
Income Per Share | Income Per Share ● Net income per share data for both the years ending June 30, 2021 and 2020, is based on net income available to common shareholders divided by the weighted average of the number of common shares outstanding. |
Impairment of Long-lived Assets | Impairment of Long-lived Assets ● The Company accounts for long-lived assets in accordance with the provisions of FASB Topic 360, Accounting for the Impairment of Long-Lived Assets. This statement requires that long-lived assets and certain identifiable intangibles be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. Fair values are determined based on quoted market value, discounted cash flows or internal and external appraisals, as applicable. During the years ended June 30, 2021 and 2020, the Management determined and impaired $-0- and $500,000, respectively as impairment on intangible asset ASC 350-50-05-01 states “on accounting for costs incurred to develop a website, including whether to capitalize or expense the following types of costs: a) Costs incurred in the planning stage b) Costs incurred in the website application and infrastructure development stage c) Costs incurred to develop graphics d) Costs incurred to develop content e) Costs incurred in the operating stage.” ASC 350-50-25-6 states “Costs incurred to purchase software tools, or costs incurred during the application development stage for internally developed tools, shall be capitalized unless they are used in research and development and meet either of the following conditions: a) They do not have any alternative future uses. b) They are internally developed and represent a pilot project or are being used in a specific research and development project (see paragraph 350-40-15-7).” Further, at ASC 350-50-25-7, “Costs to obtain and register an Internet domain shall be capitalized under Section 350-30-25.” During the years ended June 30, 2021 and 2020, the Management determined and capitalized $-0- and $1,000,000, respectively, under ASC 350-50 and accounted as an intangible asset and amortized the costs over the life of the relationship. |
Vendor Concentration | Vendor Concentration ● During the year ended June 30, 2021 one vendor accounted for more than 10% of the Company’s operating expenses. During the year ended June 30, 2020, one vendor accounted for more than 10% of the Company’s operating expenses. |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Jun. 30, 2021 | |
Inventory Disclosure [Abstract] | |
Schedule of inventory | 2021 2020 Finished Goods-ice cream $ 338,369 $ 195,817 Raw materials - ingredients 14,760 26,309 Packaging 59,010 53,479 Allowance for unsaleable product (24,403 ) - TOTAL $ 387,736 $ 275,605 |
Other Current Assets (Tables)
Other Current Assets (Tables) | 12 Months Ended |
Jun. 30, 2021 | |
Assets, Current [Abstract] | |
Schedule of other current assets | June 30, June 30, Prepaid advertising costs $ - $ 398,045 Vendor deposits – Other $ 33,480 $ 40 TOTAL $ 33,480 $ 398,085 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Jun. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of the intangible assets represents fees and expenses | June 30, June 30, 2021 2020 Intangible assets $ - $ 1,000,000 Amortization of intangible assets - (500,000 ) Impairment of intangible assets - (500,000 ) TOTAL $ - $ - |
Schedule of reconciliation of gain on accounts payable settlement | Written off accounts payable $ 947,260 Written of prepaid advertising costs in other assets (212,185 ) Cash payment (20,000 ) Gain on accounts payable settlement $ 715,075 |
Other Current Liabilities (Tabl
Other Current Liabilities (Tables) | 12 Months Ended |
Jun. 30, 2021 | |
Other Liabilities and Financial Instruments Subject to Mandatory Redemption [Abstract] | |
Schedule of other current liabilities | 2021 2020 Accrued consulting fees – related party $ 3,000 $ 9,974 TOTAL $ 3,000 $ 9,974 |
Convertible Notes Payable (Tabl
Convertible Notes Payable (Tables) | 12 Months Ended |
Jun. 30, 2021 | |
Convertible Notes Payable [Abstract] | |
Schedule of convertible notes payable | Principal Debt Net Balance at June 30, 2019 1,748,000 (630,259 ) 1,117,741 Convertible notes payable issued during fiscal year ended June 30, 2020 2,148,400 - 2,148,400 Notes converted into shares of common stock (961,000 ) - (961,000 ) Debt discount associated with new convertible notes - (1,684,711 ) (1,684,711 ) Amortization of debt discount - 1,709,759 1,709,759 Balance at June 30, 2020 2,935,400 (605,211 ) 2,330,189 Convertible notes payable issued during fiscal year ended June 30, 2021 822,800 - 822,800 Notes converted into shares of common stock (1,433,000 ) - (1,433,000 ) Debt discount associated with new convertible notes (512,993 ) (512,993 ) Amortization of debt discount 814,769 814,769 True-up adjustment in debt discount and derivative liability (37,360 ) (37,360 ) Notes retired due to refinancing (2,325,200 ) 340,795 (1,984,405 ) Balance at June 30, 2021 - - - |
Derivative Liability (Tables)
Derivative Liability (Tables) | 12 Months Ended |
Jun. 30, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of reconciliation of derivative liability | Derivative liability as of June 30, 2019 $ 1,306,748 Initial derivative liability accounted for convertible notes payable issued during the period ended June 30, 2020 1,723,883 Change in derivative liability during the period (858,774 ) Reclassify derivative liability associated with Notes converted (581,219 ) Balance at June 30, 2020 $ 1,590,638 Initial derivative liability accounted for convertible notes payable issued during the period ended June 30, 2021 512,993 True-up adjustment in debt discount and derivative liability 37,360 Change in derivative liability during the period (853,329 ) Notes retired due to refinancing (1,287,662 ) Derivative liability as of June 30, 2021 $ - |
Refinancing Agreement (Tables)
Refinancing Agreement (Tables) | 12 Months Ended |
Jun. 30, 2021 | |
Refinancing Agreement [Abstract] | |
Schedule of total gain/loss related to extinguishment | Debt principal ($2,325,200) plus interest payable ($186,014) $ 2,511,214 Derivative liability 1,287,662 Unamortized debt of discount (340,795 ) Cash paid from Escrow account (1,300,000 ) 1,500 shares of Preferred B (1,500,001 ) Gain on extinguishment of debt upon refinancing $ 658,080 |
Schedule of a reconciliation of the loss on debt extinguishment | Loss on convertible notes upon conversion $ 2,100,435 (Gain) upon refinancing (658,080 ) Loss on extinguishment debt $ 1,442,325 |
Line of Credit (Tables)
Line of Credit (Tables) | 12 Months Ended |
Jun. 30, 2021 | |
Line Of Credit [Abstract] | |
Schedule of line of credit | June 30, June 30, Line of Credit $ $ 3,897 Total borrowings 3,897 Less: current portion (3,897 ) Long term debt $ - $ - |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended |
Mar. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Schedule of outstanding common stock purchase warrants | Outstanding at Issued / Outstanding Exercise Price June 30, (exercised) in Expired June 30, $ 0.15 500,000 - 500,000 $ 0.20 105,000 80,000 25,000 $ 0.30 100,000 - 100,000 $ 0.40 150,000 - 150,000 $ 0.75 300,000 - - 300,000 1,155,000 80,000 1,075,000 Outstanding at Outstanding at Exercise Price June 30, Issued in 2021 Expired June 30, $ 0.01 - 1,600,000 - 1,600,000 $ 0.15 500,000 - 500,000 $ 0.20 25,000 2,250,000 25,000 2,250,000 $ 0.30 - 2,650,000 - 2,650,000 $ 0.40 150,000 - 150,000 $ 0.50 - 500,000 - 500,000 $ 0.75 300,000 - - 300,000 $ 0.30 100,000 100,000 1,075,000 7,000,000 25,000 8,050,000 |
Income Tax (Tables)
Income Tax (Tables) | 12 Months Ended |
Jun. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of statutory income tax rates and effective tax rate | June 30, 2021 2020 Statutory U.S. federal rate (21.00 )% (21.00 )% Effect of higher U.S. Federal statutory tax rate - % - % State income taxes (net of federal tax benefit) (7.00 )% (7.00 )% Permanent differences 7.10 % 6.70 % Valuation allowance (20.9 )% (21.3 )% True up of net operating loss - % - % 0.0 % 0.0 % |
Schedule of deferred tax assets | 2021 2020 Deferred tax assets: Net operating loss carry-forwards $ 1,958,304 1,460,760 Valuation allowance (1,958,304 ) (1460760 ) Net deferred tax asset $ - $ - |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 12 Months Ended |
Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of fair value hierarchy under assets and liabilities | Fiscal 2021 Fair Value Measurements Level 1 Level 2 Level 3 Total Fair Assets Other assets $ - $ - $ - $ - Total $ - $ - $ - $ - Liabilities Derivative Liabilities $ $ - $ - $ Total $ $ - $ $ Fiscal 2020 Fair Value Measurements Level 1 Level 2 Level 3 Total Fair Assets Other assets $ - $ - $ - $ - Total $ - $ - $ - $ - Liabilities Derivative Liabilities $ $ - $ 1,590,638 $ 1,590,638 Total $ $ - $ 1,590,638 $ 1,590,638 |
Net loss per share of common _2
Net loss per share of common stock (Tables) | 12 Months Ended |
Jun. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of net loss per share of common stock earnings per share | 2021 2020 Numerator - basic and diluted loss per share net loss $ (3,479,824 ) $ (4,412,063 ) Deemed dividend on Series B stock 4,085,925 - Net loss available to common stockholders $ (7,565,749 ) $ (4,412,063 ) Denominator – basic and diluted loss per share – weighted average common shares outstanding 71,090,407 57,443,347 Basic and diluted earnings per share $ (0.11 ) $ (0.08 ) |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Details) - USD ($) | 12 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Accounting Policies [Abstract] | ||
Liquidation preference | $ 1,000 | |
Intrinsic value | 4,100,000 | |
Advertising costs | $ 588,172 | $ 403,639 |
Receivables Concentration, description | One of the remaining four accounted for 11.5% of the outstanding balance. As of June 30, 2020, the Company had receivables due from seven customers, two of whom accounted for over 20% of the outstanding balance. Four of the other five accounted for over 10% of the total balance. | |
Impairment on intangible asset | $ 0 | 500,000 |
Capitalized intangible asset and amortized costs | $ 0 | $ 1,000,000 |
Liquidation preference, description | (i) 5,000 shares of the Registrant’s common stock (one share for each $0.20 of liquidation preference) (the “Conversion Shares”) and (ii) 5,000 common stock purchase warrants, expiring April 16, 2026 (the “Warrants”). The Warrants have an initial exercise price of $0.30 per share. |
Going Concern (Details)
Going Concern (Details) - USD ($) | 12 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Net loss | $ (3,479,824) | $ (4,412,063) | |
Net cash used in operating activities | (1,439,828) | (1,531,084) | |
Net cash provided by financing activities | 2,284,105 | 2,031,897 | |
Accumulated deficit | (25,196,871) | (17,631,122) | |
Total stockholders’ equity | $ 1,110,001 | $ (4,481,147) | $ (2,472,605) |
Customer Concentrations (Detail
Customer Concentrations (Details) | 12 Months Ended |
Jun. 30, 2021 | |
Risks and Uncertainties [Abstract] | |
Customer concentrations, description | one customer accounted for greater than 30% of gross sales and two other customers accounted for more than 15% of gross sales. As of June 30, 2021, the Company had receivables due from five customers, one of whom accounted for over 70% of the outstanding balance. As of June 30, 2020, the Company had receivables due from seven customers, two of whom accounted for over 20% of the outstanding balance. Four of the other five accounted for over 10% of the total balance. |
Inventories (Details) - Schedul
Inventories (Details) - Schedule of inventory - USD ($) | Jun. 30, 2021 | Jun. 30, 2020 |
Schedule of inventory [Abstract] | ||
Finished Goods-ice cream | $ 338,369 | $ 195,817 |
Raw materials - ingredients | 14,760 | 26,309 |
Packaging | 59,010 | 53,479 |
Allowance for unsaleable product | (24,403) | |
TOTAL | $ 387,736 | $ 275,605 |
Other Current Assets (Details)
Other Current Assets (Details) - Schedule of other current assets - USD ($) | Jun. 30, 2021 | Jun. 30, 2020 |
Schedule of other current assets [Abstract] | ||
Prepaid advertising costs | $ 398,045 | |
Vendor deposits – Other | 33,480 | 40 |
TOTAL | $ 33,480 | $ 398,085 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||||
Apr. 30, 2021 | Dec. 31, 2020 | Apr. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 01, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||||
Debt incentive agreement, description | the Company successfully negotiated a Debt Incentive Agreement with a creditor to whom it owed $947,260. | |||||
Intangible asset, description | delivery of approximately 4,000 pints of ice cream. | |||||
Cash | $ 166,224 | |||||
Reduction of debt | $ 947,260 | |||||
Creditor settlement | $ 20,000 | |||||
Gain on extinguishment of debt | $ 715,075 | $ 2,100,405 | $ 395,781 |
Intangible Assets (Details) - S
Intangible Assets (Details) - Schedule of the intangible assets represents fees and expenses - USD ($) | 12 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Schedule of the intangible assets represents fees and expenses [Abstract] | ||
Intangible assets | $ 1,000,000 | |
Amortization of intangible assets | (500,000) | |
Impairment of intangible assets | (500,000) | |
TOTAL |
Intangible Assets (Details) -_2
Intangible Assets (Details) - Schedule of reconciliation of gain on accounts payable settlement | 12 Months Ended |
Jun. 30, 2021USD ($) | |
Schedule of reconciliation of gain on accounts payable settlement [Abstract] | |
Written off accounts payable | $ 947,260 |
Written of prepaid advertising costs in other assets | (212,185) |
Cash payment | (20,000) |
Gain on accounts payable settlement | $ 715,075 |
Other Current Liabilities (Deta
Other Current Liabilities (Details) - Schedule of other current liabilities - USD ($) | Jun. 30, 2021 | Jun. 30, 2020 |
Schedule of other current liabilities [Abstract] | ||
Accrued consulting fees – related party | $ 3,000 | $ 9,974 |
TOTAL | $ 3,000 | $ 9,974 |
Convertible Notes Payable (Deta
Convertible Notes Payable (Details) - USD ($) | Oct. 13, 2020 | Aug. 12, 2020 | Feb. 06, 2020 | Dec. 31, 2019 | Nov. 07, 2019 | Sep. 24, 2019 | Aug. 29, 2019 | Aug. 08, 2019 | Jul. 05, 2019 | Jun. 11, 2019 | Apr. 29, 2019 | Jul. 02, 2018 | Jun. 05, 2018 | Apr. 30, 2018 | Dec. 21, 2020 | Jun. 23, 2020 | Apr. 30, 2020 | Feb. 26, 2020 | Feb. 22, 2020 | Feb. 14, 2019 | Jan. 28, 2019 | Dec. 18, 2018 | Nov. 16, 2018 | Jun. 30, 2021 | Jun. 30, 2020 |
Convertible Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||
Fair value of notes payable black-scholes pricing model | $ 210,000 | ||||||||||||||||||||||||
Convertible notes payable | $ 340,795 | ||||||||||||||||||||||||
Debt discount | 917,569 | $ 1,709,759 | |||||||||||||||||||||||
Retired via conversion into shares | 121,000 | ||||||||||||||||||||||||
Loss on conversion | $ 300,000 | $ 300,000 | $ 300 | $ 5,979 | 126,735 | 19,845 | |||||||||||||||||||
Loss on refinancing | 133,301 | ||||||||||||||||||||||||
Debt discount | 0 | 0 | |||||||||||||||||||||||
Debt Instrument, Face Amount | 68,900 | 106,916 | |||||||||||||||||||||||
Stock Issued During Period, Value, Conversion of Convertible Securities | 1,500,001 | ||||||||||||||||||||||||
Loss on conversion | 648,036 | ||||||||||||||||||||||||
Net proceeds amount | $ 150 | ||||||||||||||||||||||||
Unamortized debt discount | $ 25,722 | 0 | 605,211 | ||||||||||||||||||||||
Amortization expenses | 814,769 | 1,709,759 | |||||||||||||||||||||||
Interest expense | 177,693 | 281,387 | |||||||||||||||||||||||
Accrued interest payable | 184,308 | ||||||||||||||||||||||||
Accrued interest | 0 | 192,625 | |||||||||||||||||||||||
convertible promissory note and a security purchase agreement [Member] | |||||||||||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||
Convertible notes payable | $ 207,000 | ||||||||||||||||||||||||
Fair value for net charge | $ 1,898 | ||||||||||||||||||||||||
Debt discount | 0 | 99,218 | |||||||||||||||||||||||
Eagle Equities, LLC [Member] | |||||||||||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||
Notes payable interest rate | 8.00% | ||||||||||||||||||||||||
Convertible price for interest payment percentage | 60.00% | ||||||||||||||||||||||||
Convertible notes payable | $ 210,000 | ||||||||||||||||||||||||
Loss on conversion | 34,250 | ||||||||||||||||||||||||
Debt settlement | 104,000 | ||||||||||||||||||||||||
Cost of Sales [Member] | |||||||||||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||
Debt discount | 0 | 0 | |||||||||||||||||||||||
Convertible Notes Payable [Member] | |||||||||||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||
Fair value of notes payable black-scholes pricing model | $ 226,452 | ||||||||||||||||||||||||
Debt discount | 0 | 75,205 | |||||||||||||||||||||||
Retired via conversion into shares | |||||||||||||||||||||||||
Loss on conversion | 91,880 | ||||||||||||||||||||||||
Debt discount | 0 | 0 | |||||||||||||||||||||||
Convertible Notes Payable [Member] | convertible promissory note and a security purchase agreement [Member] | |||||||||||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||
Convertible notes | $ 205,700 | $ 205,700 | $ 200,000 | $ 150,000 | $ 150,000 | $ 150,000 | $ 300,000 | $ 300,000 | $ 300,000 | $ 300,000 | $ 208,000 | $ 225,000 | $ 205,700 | $ 205,700 | $ 187,000 | $ 205,700 | $ 104,000 | $ 234,000 | $ 130,000 | ||||||
Notes payable interest rate | 8.00% | 8.00% | 8.00% | 8.00% | 8.00% | 8.00% | 8.00% | 8.00% | 8.00% | 8.00% | 8.00% | 8.00% | 8.00% | 8.00% | 8.00% | 8.00% | 8.00% | 8.00% | 8.00% | ||||||
Convertible price for interest payment percentage | 78.00% | 78.00% | 70.00% | 70.00% | 70.00% | 70.00% | 70.00% | 70.00% | 70.00% | 70.00% | 70.00% | 60.00% | 78.00% | 78.00% | 78.00% | 70.00% | 65.00% | 65.00% | 65.00% | ||||||
Fair value of notes | $ 200,000 | $ 300,000 | $ 300,000 | $ 205,700 | $ 205,700 | 187,000 | $ 130,000 | 132,236 | |||||||||||||||||
Fair value of notes payable black-scholes pricing model | $ 156,061 | $ 128,369 | $ 150,268 | $ 131,898 | |||||||||||||||||||||
Expected life | 1 year | 1 year | 1 year | 1 year | |||||||||||||||||||||
Volatility | 113.00% | 106.00% | 118.00% | 150.00% | |||||||||||||||||||||
Dividend yield percent | 0.00% | 0.00% | 0.00% | 0.00% | |||||||||||||||||||||
Convertible notes payable | $ 150,000 | 300,000 | $ 208,000 | $ 207,000 | $ 225,000 | $ 205,700 | $ 104,000 | $ 130 | |||||||||||||||||
Debt discount | 0 | ||||||||||||||||||||||||
Retired via conversion into shares | 54,000 | ||||||||||||||||||||||||
Loss on conversion | $ 36,927 | 109,561 | |||||||||||||||||||||||
Debt discount | 0 | ||||||||||||||||||||||||
Conversion loss | 177,160 | ||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 130,000 | ||||||||||||||||||||||||
Risk free interest rate | 1.51% | 0.16% | 1.18% | 2.71% | |||||||||||||||||||||
Note retired | 208,000 | 50,000 | |||||||||||||||||||||||
Financing cost | 39,172 | ||||||||||||||||||||||||
Amortization of Debt Issuance Costs | 0 | 94,064 | |||||||||||||||||||||||
Maturity date | Apr. 30, 2021 | ||||||||||||||||||||||||
Unamortized debt discount | $ 120,288 | ||||||||||||||||||||||||
Unamortized of discount | 63,408 | ||||||||||||||||||||||||
Original discount, description | This note carried an Original Discount of 10% or $18,700 which was included in interest expense at the time of valuation. | This note carried an Original Discount of 10% or $18,700 which was included in interest expense at the time of valuation. | This note carried an Original Discount of 10% or $18,700 which was included in interest expense at the time of valuation. | This note carried an Original Discount of 10% or $18,700 which was included in interest expense at the time of valuation. | |||||||||||||||||||||
Convertible Notes Payable [Member] | Derivatives and Hedging [Member] | |||||||||||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||
Notes payable interest rate | 8.00% | 2.59% | 2.09% | 8.00% | |||||||||||||||||||||
Convertible price for interest payment percentage | 60.00% | 78.00% | |||||||||||||||||||||||
Fair value of notes | $ 41,780 | 150,000 | $ 150,000 | $ 150,000 | $ 300,000 | $ 300,000 | 208,000 | 225,000 | 104,000 | $ 234,000 | 128,152 | ||||||||||||||
Fair value of notes payable black-scholes pricing model | $ 189,172 | $ 121,875 | $ 118,009 | $ 234,052 | $ 254,082 | $ 239,759 | $ 240,217 | $ 170,098 | $ 257,842 | $ 265,498 | $ 287,174 | $ 132,236 | $ 90,567 | $ 234 | |||||||||||
Risk-free interest rate | 2.24% | ||||||||||||||||||||||||
Expected life | 1 year | 1 year | 1 year | 1 year | 1 year | 1 year | 1 year | 1 year | 1 year | 1 year | 1 year | 1 year | |||||||||||||
Volatility | 115.00% | 122.00% | 113.00% | 113.00% | 113.00% | 118.00% | 16.00% | 118.00% | 202.00% | 108.00% | 136.00% | 135.00% | |||||||||||||
Dividend yield percent | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | ||||||||||||||
Convertible notes payable | $ 150,000 | 207 | 210,000 | ||||||||||||||||||||||
Fair value for net charge | $ 50,842 | $ 55,498 | $ 62,174 | ||||||||||||||||||||||
Debt discount | 0 | 0 | |||||||||||||||||||||||
Loss on conversion | $ 80,394 | 73,760 | |||||||||||||||||||||||
Loss on refinancing | 133,301 | ||||||||||||||||||||||||
Expected life | 1 year | 1 year | |||||||||||||||||||||||
Volatility percentage | 183.00% | 200.00% | |||||||||||||||||||||||
Dividend yield percent | 0.00% | 0.00% | |||||||||||||||||||||||
Debt discount | 0 | 43,074 | |||||||||||||||||||||||
Conversion loss | 189,340 | ||||||||||||||||||||||||
Risk free interest rate | 1.59% | 1.58% | 1.78% | 1.75% | 1.79% | 1.98% | 2.05% | 2.42% | 0.18% | 2.53% | 2.60% | ||||||||||||||
Stock Issued During Period, Value, Conversion of Convertible Securities | $ 0 | ||||||||||||||||||||||||
Unamortized debt discount | $ 83,617 | ||||||||||||||||||||||||
Convertible Notes Payable [Member] | Eagle Equities, LLC [Member] | |||||||||||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||
Fair value of notes | 130,000 | 125,841 | |||||||||||||||||||||||
Fair value of notes payable black-scholes pricing model | $ 128,976 | ||||||||||||||||||||||||
Expected life | 1 year | ||||||||||||||||||||||||
Volatility | 144.00% | ||||||||||||||||||||||||
Dividend yield percent | 0.00% | ||||||||||||||||||||||||
Convertible notes payable | $ 130 | ||||||||||||||||||||||||
Debt discount | 0 | 0 | |||||||||||||||||||||||
Risk free interest rate | 2.64% | ||||||||||||||||||||||||
December 31, 2020 [Member] | Derivatives and Hedging [Member] | |||||||||||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||
Debt discount | 0 | ||||||||||||||||||||||||
December 31, 2020 [Member] | Convertible Notes Payable [Member] | convertible promissory note and a security purchase agreement [Member] | |||||||||||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||
Debt discount | 0 | 106,916 | |||||||||||||||||||||||
Debt discount | 0 | ||||||||||||||||||||||||
Conversion loss | 36,242 | 4,098 | |||||||||||||||||||||||
December 31, 2020 [Member] | Convertible Notes Payable [Member] | Derivatives and Hedging [Member] | |||||||||||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||
Debt discount | 0 | ||||||||||||||||||||||||
Notes Payable, Other Payables [Member] | |||||||||||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||
Loss on conversion | $ 25,722 | 117,912 | |||||||||||||||||||||||
Notes Payable, Other Payables [Member] | convertible promissory note and a security purchase agreement [Member] | |||||||||||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||
Loss on conversion | 121,241 | ||||||||||||||||||||||||
Notes Payable, Other Payables [Member] | Derivatives and Hedging [Member] | |||||||||||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||
Loss on conversion | 75,553 | ||||||||||||||||||||||||
Notes Payable, Other Payables [Member] | Eagle Equities, LLC [Member] | |||||||||||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||
Loss on conversion | 85,907 | ||||||||||||||||||||||||
Notes Payable, Other Payables [Member] | Convertible Notes Payable [Member] | |||||||||||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||
Debt discount | 0 | 27,482 | |||||||||||||||||||||||
Loss on conversion | 68,900 | ||||||||||||||||||||||||
Notes Payable, Other Payables [Member] | Convertible Notes Payable [Member] | convertible promissory note and a security purchase agreement [Member] | |||||||||||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||
Debt discount | 0 | 2,627 | |||||||||||||||||||||||
Loss on conversion | 137,819 | ||||||||||||||||||||||||
Notes Payable, Other Payables [Member] | Convertible Notes Payable [Member] | Derivatives and Hedging [Member] | |||||||||||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||
Loss on conversion | 611,909 | ||||||||||||||||||||||||
Debt Discount [Member] | convertible promissory note and a security purchase agreement [Member] | |||||||||||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||
Debt discount | 0 | ||||||||||||||||||||||||
Debt Discount [Member] | Convertible Notes Payable [Member] | |||||||||||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||
Debt discount | 0 | ||||||||||||||||||||||||
Debt Discount [Member] | Convertible Notes Payable [Member] | convertible promissory note and a security purchase agreement [Member] | |||||||||||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||
Debt discount | 0 | 37,833 | |||||||||||||||||||||||
Debt discount | 0 | ||||||||||||||||||||||||
Debt Discount [Member] | Convertible Notes Payable [Member] | Derivatives and Hedging [Member] | |||||||||||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||
Debt discount | 0 | ||||||||||||||||||||||||
Debt Discount [Member] | Convertible Notes Payable [Member] | Eagle Equities, LLC [Member] | |||||||||||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||
Debt discount | 0 | ||||||||||||||||||||||||
Debt Discount [Member] | Notes Payable, Other Payables [Member] | convertible promissory note and a security purchase agreement [Member] | |||||||||||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||
Debt discount | 0 | ||||||||||||||||||||||||
Debt Discount [Member] | Notes Payable, Other Payables [Member] | Convertible Notes Payable [Member] | convertible promissory note and a security purchase agreement [Member] | |||||||||||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||
Debt discount | $ 0 | $ 26,452 |
Convertible Notes Payable (De_2
Convertible Notes Payable (Details) - Schedule of convertible notes payable - USD ($) | 12 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Principal [Member] | ||
Convertible Notes Payable (Details) - Schedule of convertible notes payable [Line Items] | ||
Beginning balance | $ 2,935,400 | $ 1,748,000 |
Convertible notes payable issued during fiscal year | 822,800 | 2,148,400 |
Notes converted into shares of common stock | (1,433,000) | (961,000) |
Debt discount associated with new convertible notes | ||
Amortization of debt discount | ||
True-up adjustment in debt discount and derivative liability | ||
Notes retired due to refinancing | (2,325,200) | |
Ending Balance | 2,935,400 | |
Debt Discount [Member] | ||
Convertible Notes Payable (Details) - Schedule of convertible notes payable [Line Items] | ||
Beginning balance | (605,211) | (630,259) |
Convertible notes payable issued during fiscal year | ||
Notes converted into shares of common stock | ||
Debt discount associated with new convertible notes | (512,993) | (1,684,711) |
Amortization of debt discount | 814,769 | 1,709,759 |
True-up adjustment in debt discount and derivative liability | (37,360) | |
Notes retired due to refinancing | 340,795 | |
Ending Balance | (605,211) | |
Net Value [Member] | ||
Convertible Notes Payable (Details) - Schedule of convertible notes payable [Line Items] | ||
Beginning balance | 2,330,189 | 1,117,741 |
Convertible notes payable issued during fiscal year | 822,800 | 2,148,400 |
Notes converted into shares of common stock | (1,433,000) | (961,000) |
Debt discount associated with new convertible notes | (512,993) | (1,684,711) |
Amortization of debt discount | 814,769 | 1,709,759 |
True-up adjustment in debt discount and derivative liability | (37,360) | |
Notes retired due to refinancing | $ (1,984,405) | |
Ending Balance | $ 2,330,189 |
Derivative Liability (Details)
Derivative Liability (Details) - USD ($) | 12 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Gain in fair value of derivative | $ 853,329 | $ 858,774 |
Derivative Liability (Details)
Derivative Liability (Details) - Schedule of reconciliation of derivative liability - USD ($) | 24 Months Ended | |
Jun. 30, 2021 | Jun. 29, 2021 | |
Schedule of reconciliation of derivative liability [Abstract] | ||
Beginning balance of derivative liability | $ 1,306,748 | |
Change in derivative liability during the period | $ (853,329) | (858,774) |
Notes retired due to refinancing | (1,287,662) | |
Reclassify derivative liability associated with Notes converted into loss on debt conversion account | (581,219) | |
Ending balance of derivative liability | 1,590,638 | |
Initial derivative liability accounted for convertible notes payable issued during the period | 512,993 | $ 1,723,883 |
True-up adjustment in debt discount and derivative liability | $ 37,360 |
Refinancing Agreement (Details)
Refinancing Agreement (Details) | 1 Months Ended |
Apr. 30, 2021USD ($)shares | |
Refinancing Agreement (Details) [Line Items] | |
Principal and interest paid | $ 2,325,200 |
Interest paid | 186,014 |
Cash from proceeds offering cost | 1,300,000 |
Eagle Equities LLC [Member] | |
Refinancing Agreement (Details) [Line Items] | |
Principal and interest paid | $ 2,511,214 |
Preferred Class B [Member] | |
Refinancing Agreement (Details) [Line Items] | |
Preferred shares (in Shares) | shares | 1,500 |
Value of preferred offering cost | $ 1,500,000 |
Refinancing Agreement (Detail_2
Refinancing Agreement (Details) - Schedule of total gain/loss related to extinguishment | Jun. 30, 2021USD ($) |
Schedule of total gain/loss related to extinguishment [Abstract] | |
Debt principal ($2,325,200) plus interest payable ($186,014) | $ 2,511,214 |
Derivative liability | 1,287,662 |
Unamortized debt of discount | (340,795) |
Cash paid from Escrow account | (1,300,000) |
1,500 shares of Preferred B | (1,500,001) |
Gain on extinguishment of debt upon refinancing | $ 658,080 |
Refinancing Agreement (Detail_3
Refinancing Agreement (Details) - Schedule of total gain/loss related to extinguishment (Parentheticals) | Jun. 30, 2021USD ($)shares |
Schedule of total gain/loss related to extinguishment [Abstract] | |
Debt principal | $ 2,325,200 |
Interest payable | $ 186,014 |
Class B preferred shares (in Shares) | shares | 1,500 |
Refinancing Agreement (Detail_4
Refinancing Agreement (Details) - Schedule of a reconciliation of the loss on debt extinguishment | 12 Months Ended |
Jun. 30, 2021USD ($) | |
Schedule of a reconciliation of the loss on debt extinguishment [Abstract] | |
Loss on convertible notes upon conversion | $ 2,100,435 |
(Gain) upon refinancing | (658,080) |
Loss on extinguishment debt | $ 1,442,325 |
Line of Credit (Details)
Line of Credit (Details) - USD ($) | 12 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Mar. 19, 2020 | |
Line of Credit (Details) [Line Items] | |||
Line of credit | $ 3,897 | $ 200,000 | |
Payments draw, description | As of the date of this filing, the Company has made one draw against the credit line for a gross amount of $5,000 (including proceeds and draw fees). | ||
Interest expense | $ 177,693 | 281,387 | |
Line of Credit [Member] | |||
Line of Credit (Details) [Line Items] | |||
Interest expense | $ 1,012 | $ 463 |
Line of Credit (Details) - Sche
Line of Credit (Details) - Schedule of line of credit - USD ($) | Jun. 30, 2021 | Jun. 30, 2020 | Mar. 19, 2020 |
Schedule of line of credit [Abstract] | |||
Line of Credit | $ 3,897 | $ 200,000 | |
Total borrowings | 3,897 | ||
Less: current portion | (3,897) | ||
Long term debt |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) | Feb. 02, 2021 | Aug. 29, 2019 | Aug. 08, 2019 | Jul. 05, 2019 | Jul. 09, 2018 | Apr. 30, 2021 | Apr. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 |
Stockholders' Equity (Details) [Line Items] | |||||||||
Common stock, shares issued | 80,707,467 | 61,796,680 | |||||||
Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 | |||||||
Common stock, shares outstanding | 80,707,467 | 61,796,680 | |||||||
Interest payable (in Dollars) | $ 184,308 | ||||||||
Loss on fair value of shares issued (in Dollars) | $ 300,000 | $ 300,000 | $ 300 | $ 5,979 | $ 126,735 | $ 19,845 | |||
Warrants strike price (in Dollars per share) | $ 0.50 | ||||||||
Dividend Declared [Member] | |||||||||
Stockholders' Equity (Details) [Line Items] | |||||||||
Issuance of total shares | 4,665 | ||||||||
Description of convertible | ● In connection with certain conversion terms provided for in the designation of the Series B Preferred Stock, pursuant to which each share of Series B Preferred Stock is convertible into 5,000 shares of common stock and 5,000 warrants, the Company recognized a beneficial conversion feature upon the conclusion of the transaction in the amount of $4,085,925. | ||||||||
Series A Preferred Stock [Member] | |||||||||
Stockholders' Equity (Details) [Line Items] | |||||||||
Preferred Stock, Shares Authorized | 1,000,000 | ||||||||
Preferred Stock, Par or Stated Value Per Share (in Dollars per share) | $ 0.001 | $ 0.001 | |||||||
Series A stock designated description | Of the 1,000,000 shares. 10,000 shares were designated as Series A Preferred Stock (“Series A Stock”). Holders of Series A Stock are each entitled to cast 100,000 votes for each Share held of record on all matters presented to shareholders. | ||||||||
Description of ownership | In addition to his ownership of the common stock, Mr. Folkson owns 1,000 shares of the Series A Stock which votes with the common stock and has an aggregate of 100,000,000 votes. | ||||||||
Preferred Stock, Shares Outstanding | 1,000 | 1,000 | |||||||
Series B Preferred Stock [Member] | |||||||||
Stockholders' Equity (Details) [Line Items] | |||||||||
Series B Stock designated description | the Company designated 5,000 shares of its Preferred Stock as Series B Preferred Stock (“B Stock”), each Series B share of which is convertible into 5,000 shares of common stock and 5,000 non-detachable warrants with a strike price of $.30 | ||||||||
Description of financing activities | the Company issued 4,650 shares of B Stock to investors in exchange for invested capital at a price of $1,000 per share, and issued 15 shares to a legal firm associated with this financing activities. These proceeds were used to retire pre-existing debt and for operating capital. 1,500 shares of B Stock were issued in conjunction with $1,300,000 in cash to settle $2,325,000 of convertible note principal. An additional 3,150 B Shares provided $3,150,000 of cash. | ||||||||
Common Stock [Member] | |||||||||
Stockholders' Equity (Details) [Line Items] | |||||||||
Common stock, shares issued | (200,000,000) | ||||||||
Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 | |||||||
Common stock, shares outstanding percentage | 50.00% | ||||||||
Common stock, shares issued | 80,707,467 | ||||||||
Common stock, shares outstanding | 61,796,680 | ||||||||
Shares issued | 1,661,210 | ||||||||
Common stock for services (in Dollars) | $ 372,253 | ||||||||
Shares issued | 1,385,990 | ||||||||
Principal amount (in Dollars) | 1,433,000 | $ 961,000 | |||||||
Interest payable (in Dollars) | 184,274 | 88,762 | |||||||
Fair value amount (in Dollars) | 3,717,709 | 2,026,762 | |||||||
Common stock for services (in Dollars) | 308,768 | ||||||||
Loss on fair value of shares issued (in Dollars) | $ 2,100,435 | $ 977,000 | |||||||
Common Stock [Member] | Convertible Common Stock [Member] | |||||||||
Stockholders' Equity (Details) [Line Items] | |||||||||
Shares issued | 17,249,577 | ||||||||
Common Stock [Member] | Convertible Debt [Member] | |||||||||
Stockholders' Equity (Details) [Line Items] | |||||||||
Shares issued | 6,636,834 | ||||||||
Warrant [Member] | |||||||||
Stockholders' Equity (Details) [Line Items] | |||||||||
Warrants, description | Of the 500,000 warrants shown below at an exercise price of $.15, these warrants were issued as compensation for a four-year advisory agreement. 150,000 warrants vested on July 24, 2018, another 150,000 on July 24, 2019, another 150,000 vested on July 24, 2020, and the remaining 50,000 vested on July 24, 2021. | ||||||||
Issuance of warrants | 500,000 | ||||||||
Warrants strike price (in Dollars per share) | $ 0.30 | ||||||||
Warrant volatility rate | 107.93% | ||||||||
Warrant risk free rate | 0.29% | ||||||||
Retainer warrants | 2,250,000 | ||||||||
Aggregate intrinsic value of warrants (in Dollars) | $ 613,009 | $ 28,025 | |||||||
Warrant [Member] | SCL [Member] | |||||||||
Stockholders' Equity (Details) [Line Items] | |||||||||
Warrants and rights outstanding term | 5 years | ||||||||
Warrant [Member] | Spencer Clarke, LLC [Member] | |||||||||
Stockholders' Equity (Details) [Line Items] | |||||||||
Warrants strike price (in Dollars per share) | $ 0.20 | ||||||||
Warrant [Member] | Mr. Folkson [Member] | |||||||||
Stockholders' Equity (Details) [Line Items] | |||||||||
Warrants, description | Folkson received warrants to acquire 400,000 shares of Company common stock on February 4, 2021, at a strike price of $.30, and with a term of 12 months from the date of that agreement. The warrants include a provision for cashless exercise and will expire if not exercised within the twelve-month term. The Company valued these warrants using the Black Scholes model utilizing a 107.93% volatility and a risk-free rate of 0.50%. | ||||||||
Warrant [Member] | Spencer Clarke, LLC [Member] | |||||||||
Stockholders' Equity (Details) [Line Items] | |||||||||
Warrants strike price (in Dollars per share) | $ 1 | ||||||||
Retainer warrants | 1,240,000 | 2,250,000 | |||||||
Warrant [Member] | Spencer Clarke, LLC [Member] | SCL [Member] | |||||||||
Stockholders' Equity (Details) [Line Items] | |||||||||
Retainer warrants | 360,000 | ||||||||
Warrant [Member] | Minimum [Member] | Spencer Clarke, LLC [Member] | |||||||||
Stockholders' Equity (Details) [Line Items] | |||||||||
Warrant volatility rate | 107.93% | ||||||||
Warrant risk free rate | 0.45% | ||||||||
Warrant [Member] | Maximum [Member] | Spencer Clarke, LLC [Member] | |||||||||
Stockholders' Equity (Details) [Line Items] | |||||||||
Warrant volatility rate | 156.11% | ||||||||
Warrant risk free rate | 0.85% |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - Schedule of outstanding common stock purchase warrants - $ / shares | 12 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2019 | |
Class of Warrant or Right [Line Items] | |||
Outstanding Warrants, Beginning | 1,075,000 | 1,155,000 | |
Outstanding Warrants, Issued | 7,000,000 | ||
Outstanding Warrants, Expired | 25,000 | 80,000 | |
Outstanding Warrants, Ending | 8,050,000 | 1,075,000 | |
0.15 [Member] | |||
Class of Warrant or Right [Line Items] | |||
Outstanding Warrants, Exercise Price (in Dollars per share) | $ 0.15 | ||
Outstanding Warrants, Beginning | 500,000 | 500,000 | |
Outstanding Warrants, Expired | |||
Outstanding Warrants, Ending | 500,000 | ||
0.15 [Member] | Warrant [Member] | |||
Class of Warrant or Right [Line Items] | |||
Outstanding Warrants, Exercise Price (in Dollars per share) | $ 0.15 | ||
Outstanding Warrants, Beginning | 500,000 | ||
Outstanding Warrants, Expired | |||
Outstanding Warrants, Ending | 500,000 | 500,000 | |
0.20 [Member] | |||
Class of Warrant or Right [Line Items] | |||
Outstanding Warrants, Exercise Price (in Dollars per share) | 0.20 | ||
Outstanding Warrants, Beginning | 25,000 | 105,000 | |
Outstanding Warrants, Expired | 80,000 | ||
Outstanding Warrants, Ending | 25,000 | ||
0.20 [Member] | Warrant [Member] | |||
Class of Warrant or Right [Line Items] | |||
Outstanding Warrants, Exercise Price (in Dollars per share) | $ 0.20 | ||
Outstanding Warrants, Beginning | 25,000 | ||
Outstanding Warrants, Issued | 2,250,000 | ||
Outstanding Warrants, Expired | 25,000 | ||
Outstanding Warrants, Ending | 2,250,000 | 25,000 | |
0.30 [Member] | |||
Class of Warrant or Right [Line Items] | |||
Outstanding Warrants, Exercise Price (in Dollars per share) | 0.30 | ||
Outstanding Warrants, Beginning | 100,000 | 100,000 | |
Outstanding Warrants, Expired | |||
Outstanding Warrants, Ending | 100,000 | ||
0.30 [Member] | Warrant [Member] | |||
Class of Warrant or Right [Line Items] | |||
Outstanding Warrants, Exercise Price (in Dollars per share) | $ 0.30 | ||
Outstanding Warrants, Beginning | |||
Outstanding Warrants, Issued | 2,650,000 | ||
Outstanding Warrants, Expired | |||
Outstanding Warrants, Ending | 2,650,000 | ||
0.40 [Member] | |||
Class of Warrant or Right [Line Items] | |||
Outstanding Warrants, Exercise Price (in Dollars per share) | 0.40 | ||
Outstanding Warrants, Beginning | 150,000 | 150,000 | |
Outstanding Warrants, Expired | |||
Outstanding Warrants, Ending | 150,000 | ||
0.40 [Member] | Warrant [Member] | |||
Class of Warrant or Right [Line Items] | |||
Outstanding Warrants, Exercise Price (in Dollars per share) | $ 0.40 | ||
Outstanding Warrants, Beginning | 150,000 | ||
Outstanding Warrants, Expired | |||
Outstanding Warrants, Ending | 150,000 | 150,000 | |
0.75 [Member] | |||
Class of Warrant or Right [Line Items] | |||
Outstanding Warrants, Exercise Price (in Dollars per share) | $ 0.75 | ||
Outstanding Warrants, Beginning | 300,000 | 300,000 | |
Outstanding Warrants, Expired | |||
Outstanding Warrants, Ending | 300,000 | ||
0.75 [Member] | Warrant [Member] | |||
Class of Warrant or Right [Line Items] | |||
Outstanding Warrants, Exercise Price (in Dollars per share) | $ 0.75 | ||
Outstanding Warrants, Beginning | 300,000 | ||
Outstanding Warrants, Issued | |||
Outstanding Warrants, Expired | |||
Outstanding Warrants, Ending | 300,000 | 300,000 | |
0.01 [Member] | Warrant [Member] | |||
Class of Warrant or Right [Line Items] | |||
Outstanding Warrants, Exercise Price (in Dollars per share) | $ 0.01 | ||
Outstanding Warrants, Beginning | |||
Outstanding Warrants, Issued | 1,600,000 | ||
Outstanding Warrants, Expired | |||
Outstanding Warrants, Ending | 1,600,000 | ||
0.50 [Member] | Warrant [Member] | |||
Class of Warrant or Right [Line Items] | |||
Outstanding Warrants, Exercise Price (in Dollars per share) | $ 0.50 | ||
Outstanding Warrants, Beginning | |||
Outstanding Warrants, Issued | 500,000 | ||
Outstanding Warrants, Expired | |||
Outstanding Warrants, Ending | 500,000 | ||
1.00 [Member] | Warrant [Member] | |||
Class of Warrant or Right [Line Items] | |||
Outstanding Warrants, Exercise Price (in Dollars per share) | $ 0.30 | ||
Outstanding Warrants, Beginning | 100,000 | ||
Outstanding Warrants, Ending | 100,000 | 100,000 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended | |
Jan. 01, 2021 | Mar. 31, 2015 | Jun. 30, 2021 | Jun. 30, 2020 | |
Related Party Transactions (Details) [Line Items] | ||||
Consulting fee | $ 6,000 | |||
Related party transaction, description | the Company made bonuses available to Mr. Folkson upon the Company hitting certain revenue milestones of $1,000,000 in a quarter and $3,000,000 in a quarter. Achieving those milestones would earn Mr. Folkson warrants with a $.50 and $1 strike price which would need to be exercised within 90 days of the respective quarterly or annual filing. As of the date of this filing, said milestones have not been achieved and therefore no bonus warrants have been issued yet in association with these milestones. | |||
Mr. Folkson [Member] | ||||
Related Party Transactions (Details) [Line Items] | ||||
Consulting fee | $ 6,000 | |||
Accrued expenses – related party | $ 72,000 | $ 72,000 |
Income Tax (Details)
Income Tax (Details) | 12 Months Ended |
Jun. 30, 2021USD ($) | |
Income Tax Disclosure [Abstract] | |
U.S. federal net operating losses | $ 9,604,000 |
Net operating loss carry-forwards | $ 2,614,000 |
Operating loss carry forwards expiration period, description | expire between 2031 and 2037 |
Taxable income percentage | 80.00% |
Net change in total valuation allowance | $ 497,544 |
Net operating loss carryforwards, description | Under section 382, should the Company experience a more than 50% change in its ownership over a 3 year period, the Company would be limited based on a formula as defined in the IRC to the amount per year it could utilize in that year of the net operating loss carryforwards. |
Income Tax (Details) - Schedule
Income Tax (Details) - Schedule of statutory income tax rates and effective tax rate | 12 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Schedule of statutory income tax rates and effective tax rate [Abstract] | ||
Statutory U.S. federal rate | (21.00%) | (21.00%) |
Effect of higher U.S. Federal statutory tax rate | ||
State income taxes (net of federal tax benefit) | (7.00%) | (7.00%) |
Permanent differences | 7.10% | 6.70% |
Valuation allowance | (20.90%) | (21.30%) |
True up of net operating loss | ||
Effective tax rate total | 0.00% | 0.00% |
Income Tax (Details) - Schedu_2
Income Tax (Details) - Schedule of deferred tax assets - USD ($) | Jun. 30, 2021 | Jun. 30, 2020 |
Schedule of deferred tax assets [Abstract] | ||
Net operating loss carry-forwards | $ 1,958,304 | $ 1,460,760 |
Valuation allowance | (1,958,304) | (1,460,760) |
Net deferred tax asset |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments (Details) - USD ($) | Jun. 30, 2021 | Jun. 30, 2020 |
Fair Value Disclosures [Abstract] | ||
Derivative liabilities from related parties | $ 0 | $ 1,590,638 |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments (Details) - Schedule of fair value hierarchy under assets and liabilities - USD ($) | Jun. 30, 2021 | Jun. 30, 2020 |
Assets | ||
Other assets | ||
Total | ||
Liabilities | ||
Derivative Liabilities | 1,590,638 | |
Total | 1,590,638 | |
Level 1 [Member] | ||
Assets | ||
Other assets | ||
Total | ||
Liabilities | ||
Derivative Liabilities | ||
Total | ||
Level 2 [Member] | ||
Assets | ||
Other assets | ||
Total | ||
Liabilities | ||
Derivative Liabilities | ||
Total | ||
Level 3 [Member] | ||
Assets | ||
Other assets | ||
Total | ||
Liabilities | ||
Derivative Liabilities | 1,590,638 | |
Total | $ 1,590,638 |
Net loss per share of common _3
Net loss per share of common stock (Details) - $ / shares | 12 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Net loss per share of common stock (Details) [Line Items] | ||
Conversion of Common Stock | 24,638,241 | |
Convertible preferred equity | 23,325,000 | |
Cash warrants | 23,325,000 | |
Exercise price (in Dollars per share) | $ 0.30 | |
Warrants exercisable | 8,050,000 | 1,075,000 |
Class B Preferred Stock [Member] | ||
Net loss per share of common stock (Details) [Line Items] | ||
Convertible preferred equity | 4,665 |
Net loss per share of common _4
Net loss per share of common stock (Details) - Schedule of net loss per share of common stock earnings per share - USD ($) | 12 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Schedule of net loss per share of common stock earnings per share [Abstract] | ||
Numerator - basic and diluted loss per share net loss | $ (3,479,824) | $ (4,412,063) |
Deemed dividend on Series B stock | 4,085,925 | |
Net loss available to common stockholders | $ (7,565,749) | $ (4,412,063) |
Denominator – basic and diluted loss per share – weighted average common shares outstanding (in Shares) | 71,090,407 | 57,443,347 |
Basic and diluted earnings per share (in Dollars per share) | $ (0.11) | $ (0.08) |
Subsequent Events (Details)
Subsequent Events (Details) | 12 Months Ended |
Jun. 30, 2021USD ($)$ / sharesshares | |
Subsequent Events (Details) [Line Items] | |
Shares issued | 518,519 |
Price per share (in Dollars per share) | $ / shares | $ 27 |
Converted shares of common stock | 4,240,000 |
Shareholders description | NGTF Common Stock at a value of $.20 per share. |
Class B Preferred Stock [ Member] | |
Subsequent Events (Details) [Line Items] | |
Sale of stock | 335 |
Gross proceeds (in Dollars) | $ | $ 335,000 |
Shares of preferred stock | 848 |