Amesite (AMST) 10-Q 10 Nov 22 2022 Q1 Quarterly report Financial data

Document And Entity Information

Document And Entity Information - shares	3 Months Ended
	Sep. 30, 2022	Nov. 10, 2022
Document Information Line Items
Entity Registrant Name	AMESITE INC.
Trading Symbol	AMST
Document Type	10-Q
Current Fiscal Year End Date	--06-30
Entity Common Stock, Shares Outstanding		30,300,305
Amendment Flag	false
Entity Central Index Key	0001807166
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Document Period End Date	Sep. 30, 2022
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q1
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Shell Company	false
Entity Ex Transition Period	false
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	001-39553
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	82-3431718
Entity Address, Address Line One	607 Shelby Street
Entity Address, Address Line Two	Suite 700 PMB 214
Entity Address, City or Town	Detroit
Entity Address, State or Province	MI
Entity Address, Postal Zip Code	48226
City Area Code	(734)
Local Phone Number	876-8130
Title of 12(b) Security	Common Stock, par value $0.0001
Security Exchange Name	NASDAQ
Entity Interactive Data Current	Yes

Condensed Balance Sheets (Unaud

Condensed Balance Sheets (Unaudited) - USD ($)	Sep. 30, 2022	Jun. 30, 2022
Current Assets
Cash and cash equivalents	$ 8,083,704	$ 7,155,367
Accounts receivable	66,076	14,545
Prepaid expenses and other current assets	160,803	560,084
Total current assets	8,310,583	7,729,996
Noncurrent assets
Property and Equipment - net	83,674	87,190
Capitalized software - net	995,552	1,066,674
Total noncurrent assets	1,079,226	1,153,864
Total assets	9,389,809	8,883,860
Current Liabilities
Accounts payable	33,904	122,285
Accrued and other current liabilities:
Accrued compensation	222,132	174,056
Deferred revenue	341,670	342,672
Other accrued liabilities	146,159	109,095
Total current liabilities	743,865	748,108
Stockholders’ Equity
Common stock, $.0001 par value; 100,000,000 shares authorized; 30,300,305 and 25,993,484 shares issued and outstanding and September 30, 2022 and June 30, 2022, respectively	2,990	2,559
Preferred stock, $.0001 par value; 5,000,000 shares authorized; no shares issued and outstanding at September 30, 2022 and June 30, 2022, respectively
Additional paid-in capital	39,497,308	37,410,209
Accumulated deficit	(30,854,354)	(29,277,016)
Total stockholders’ equity	8,645,944	8,135,752
Total liabilities and stockholders’ equity	$ 9,389,809	$ 8,883,860

Condensed Balance Sheets (Una_2

Condensed Balance Sheets (Unaudited) (Parentheticals) - $ / shares	Sep. 30, 2022	Jun. 30, 2022
Statement of Financial Position [Abstract]
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	30,300,305	25,993,484
Common stock, shares outstanding	30,300,305	25,993,484
Preferred stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	5,000,000	5,000,000
Preferred stock, shares issued
Preferred stock, shares outstanding

Condensed Statements of Operati

Condensed Statements of Operations (Unaudited) - USD ($)	3 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Income Statement [Abstract]
Net Revenue	$ 280,282	$ 140,691
Operating Expenses
General and administrative expenses	976,320	1,235,770
Technology and content development	480,775	796,108
Sales and marketing	405,445	487,232
Total operating expenses	1,862,540	2,519,110
Other Income (Expense)
Interest Income	5,451	262
Other Expense	(531)
Total other income	4,920	262
Net Loss	$ (1,577,338)	$ (2,378,157)
Earnings per Share
Basic and diluted loss per share (in Dollars per share)	$ (0.06)	$ (0.11)
Weighted average shares outstanding (in Shares)	27,420,362	21,609,693

Condensed Statements of Opera_2

Condensed Statements of Operations (Unaudited) (Parentheticals) - $ / shares	3 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Income Statement [Abstract]
Basic and diluted loss per share (in Dollars per share)	$ (0.06)	$ (0.11)
Weighted average shares outstanding (in Shares)	27,420,362	21,609,693

Condensed Statements of Stockho

Condensed Statements of Stockholders’ Equity (Unaudited) - USD ($)	Common Stock	Additional Paid-In Capital	Accumulated Deficit	Total
Balance at Jun. 30, 2021	$ 2,066	$ 31,950,117	$ (20,217,093)	$ 11,735,090
Balance (in Shares) at Jun. 30, 2021	21,063,954
Net loss			(2,378,157)	(2,378,157)
Issuance of common stock – net	$ 91	1,359,909		1,360,000
Issuance of common stock – net (in Shares)	911,824
Stock-based compensation expense		389,085		389,085
Balance at Sep. 30, 2021	$ 2,157	33,699,111	(22,595,250)	11,106,018
Balance (in Shares) at Sep. 30, 2021	21,975,778
Balance at Jun. 30, 2022	$ 2,559	37,410,209	(29,277,016)	8,135,752
Balance (in Shares) at Jun. 30, 2022	25,993,484
Net loss			(1,577,338)	(1,577,338)
Stock issued to vendor for services	$ 13	61,237		61,250
Stock issued to vendor for services (in Shares)	125,000
Issuance of common stock – net	$ 418	1,850,083		1,850,501
Issuance of common stock – net (in Shares)	4,181,821
Stock-based compensation expense		175,779		175,779
Balance at Sep. 30, 2022	$ 2,990	$ 39,497,308	$ (30,854,354)	$ 8,645,944
Balance (in Shares) at Sep. 30, 2022	30,300,305

Condensed Statements of Stock_2

Condensed Statements of Stockholders’ Equity (Unaudited) (Parentheticals) - USD ($)	3 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Statement of Stockholders' Equity [Abstract]
Net of offering costs	$ 142,500	$ 140,000

Condensed Statements of Cash Fl

Condensed Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Cash Flows from Operating Activities
Net loss	$ (1,577,338)	$ (2,378,157)
Adjustments to reconcile net loss to net cash and cash equivalents from operating activities:
Depreciation and amortization	187,036	219,438
Stock-based compensation expense	175,779	389,085
Value of common stock issued in exchange for consulting services	61,250
Changes in operating assets and liabilities which used cash:
Accounts receivable	(51,531)	28,195
Prepaid expenses and other assets	399,281	125,999
Accounts payable	(88,381)	92,651
Accrued compensation	48,076	210,820
Deferred revenue	(1,002)	76,114
Accrued and other liabilities	37,064	26,483
Net cash and cash equivalents used in operating activities	(809,766)	(1,209,372)
Cash Flows from Investing Activities
Purchase of property and equipment	(2,861)	(5,747)
Investment in capitalized software	(109,537)	(267,400)
Net cash and cash equivalents used in investing activities	(112,398)	(273,147)
Cash Flows from Financing Activity
Issuance of common stock - net of issuance costs	1,850,501	1,360,000
Net cash and cash equivalents provided by financing activity	1,850,501	1,360,000
Net Increase (Decrease) in Cash and Cash Equivalents	928,337	(122,519)
Cash and Cash Equivalents - Beginning of period	7,155,367	10,713,091
Cash and Cash Equivalents - End of period	8,083,704	10,590,572
Significant Noncash Transactions:
Acquisition of capitalized software included in accounts payable and accrued liabilities		72,853
Issuance of common stock in exchange for consulting services	$ 61,250

Nature of Business and Liquidit

Nature of Business and Liquidity	3 Months Ended
	Sep. 30, 2022
Accounting Policies [Abstract]
Nature of Business and Liquidity	Note 1 - Nature of Business and Liquidity Amesite Inc. (the “Company”) was incorporated in November 2017. The Company is an artificial intelligence driven platform and course designer, that provides customized, high performance and scalable online products for schools and businesses. The Company uses machine learning to provide a novel, mass customized experience to learners. The Company’s customers are businesses, universities and colleges, and K-12 schools. The Company’s activities are subject to significant risks and uncertainties. The Company’s operations are considered to be in one segment. On September 18, 2020, we consummated a reorganizational merger, pursuant to an Agreement and Plan of Merger (the “Merger Agreement”), dated July 14, 2020 (“Effective Date”), whereby we merged with and into Amesite Inc. (“Amesite Parent”) our former parent corporation, with our Company resulting as the surviving entity. In connection with the same, we filed a Certificate of Ownership and Merger with the Secretary of State of the State of Delaware, and changed our name from “Amesite Operating Company” to “Amesite Inc.” The stockholders of Amesite Parent approved the Merger Agreement on August 4, 2020. The directors and officers of Amesite Parent became our directors and officers. Pursuant to the Merger Agreement, on the Effective Date, each share of the Amesite parent’s common stock, $0.0001 par value per share, issued and outstanding immediately before the Effective Date, was converted, on a one-for-one basis, into shares of our common stock. Additionally, each option or warrant to acquire shares of Amesite Parent outstanding immediately before the Effective Date was converted into and became an equivalent option to acquire shares of our common stock, upon the same terms and conditions. Going Concern The accompanying condensed financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company is developing its customer base and has not completed its efforts to establish a stabilized source of revenue sufficient to cover its expenses. The Company has had a history of net losses and negative cash flows from operating activities since inception and expects to continue to incur net losses and use cash in its operations in the foreseeable future. In addition, the Company has received a notice from the Nasdaq related to their failure to maintain a minimum bid price of $1 per share. The Company is not currently in compliance with the Nasdaq listing rules and if the Company does not regain compliance by March 6, 2023, the common stock of the Company will become subject to delisting. If the Company’s common stock is delisted, it may affect the Company’s ability to obtain financing, trade or sell shares of their common stock, and/or forecasted operations could be negatively impacted in an amount that the Company cannot currently quantify. The assessment of the Company’s ability to meet its future obligations is inherently judgmental, subjective and susceptible to change. Based on their current forecast, management believes that it will have sufficient cash and cash equivalents to maintain the Company’s planned operations for the next twelve months following the issuance of these financial statements; however, there is uncertainty in the forecast and therefore the Company cannot assert that it is probable. The Company has considered both quantitative and qualitative factors that are known or reasonably knowable as of the date of these financial statements are issued and concluded that there are conditions present in the aggregate that raise substantial doubt about the Company’s ability to continue as a going concern. In response to the conditions, management plans include generating cash by completing financing transactions, which may include offerings of common stock. However, these plans are subject to market conditions, and are not within the Company’s control, and therefore, cannot be deemed probable. There is no assurance that the Company will be successful in implementing their plans. As a result, the Company has concluded that management’s plans do not alleviate substantial doubt about the Company’s ability to continue as a going concern. The condensed financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of this uncertainty.

Significant Accounting Policies

Significant Accounting Policies	3 Months Ended
	Sep. 30, 2022
Accounting Policies [Abstract]
Significant Accounting Policies	Note 2 - Significant Accounting Policies Basis of Presentation The condensed financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and considering the requirements of the United States Securities and Exchange Commission (“SEC”). The Company has a fiscal year with a June 30 year end. In the opinion of management, the condensed financial statements of the Company as of September 30, 2022 and 2021 and for the three months ended September 30, 2022 and 2021 include all adjustments and accruals, consisting only of normal, recurring accrual adjustments, which are necessary for a fair presentation of the results for the interim periods. These interim results are not necessarily indicative of results for a full year. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed in or omitted from this report pursuant to the rules and regulations of the SEC. These financial statements should be read together with the condensed financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended June 30, 2022. Capitalized Software Costs The Company capitalizes costs incurred in the development of software for internal use, including the costs of the software, materials, consultants, and payroll and payroll related costs for employees incurred in developing internal use computer software. Planning costs incurred prior to the development of software and costs not qualifying for capitalization are charged to expense. The Company amortizes capitalized software over a period of three years, which is the expected useful life of the software. The Company recognized amortization expense of approximately $180,659 and $208,000 for the three months ended September 30, 2022 and 2021, respectively. Accumulated amortization on September 30, 2022 and 2021 was $2,364,068 and $1,545,483, respectively. Revenue Recognition We generate substantially all of our revenue from contractual arrangements with businesses, colleges and universities to provide a comprehensive platform of integrated technology and technology enabled services related to product offerings. During the three months ended September 30, 2022 and 2021, we recognized revenue from contracts with customers of $280,282 and $140,691, respectively, related to services provided over time. Performance Obligations and Timing of Recognition A performance obligation is a promise in a contract to transfer a distinct good or service to the customer. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. We derive revenue from annual licensing arrangements, including maintenance fees, setup fees and other variable fees for course development and miscellaneous items. Our contracts with partners generally have two-year terms and have a single performance obligation. The promises to set up and provide a hosted platform of tightly integrated technology and services partners needed to attract, enroll, educate, and support students are not distinct within the context of the contracts. This performance obligation is satisfied as the partners receive and consume benefits, which occurs ratably over the contract term. Occasionally, we will provide professional services, such as custom development, non-complex implementation activities, training, and other various professional services. We evaluate these services to determine if they are distinct and separately identifiable in the context of the contract. In our contracts with customers that contain multiple performance obligations because of this assessment, we allocate the transaction price to each separate performance obligation on a relative standalone selling price basis. Standalone selling prices of our solutions and services are typically estimated based on observable transactions when the solutions or services are sold on a standalone basis. When standalone selling prices are not observable, we utilize a cost-plus margin approach to allocate the transaction price. We do not disclose the value of unsatisfied performance obligations because the consideration is allocated entirely to a wholly unsatisfied promise to transfer a service that forms part of a single performance obligation (i.e., consideration received is based on the level of product offerings, which is unknown in advance). During the three months ended September 30, 2022, four customers comprised approximately 73% of total revenue. During the three months ended September 30, 2021, three customers comprised of approximately 86% of total revenue. We also receive fees that are fixed in nature, such as annual license and maintenance charges. The fees are independent of the number of students that are enrolled in courses with our customers and are allocated to and recognized ratably over the service period of the contract that the Company’s platform is made available to the customer (i.e., the customer simultaneously receives and consumes the benefit of the software over the contract service period). The following factors affect the nature, amount, timing, and uncertainty of our revenue and cash flows: ● The majority of our customers are private and public learning institutions across various domestic regions ● The majority of our customers have annual payment terms The following table shows revenue from contracts with customers by customer type for the three months ended September 30, 2022 and 2021, respectively. Three Months Ended Customer Type September 30, September 30, 2021 Enterprise $ 198,893 $ 105,666 University 81,389 30,025 K-12 - 5,000 Total $ 280,282 $ 140,691 Accounts Receivable, Contract Assets and Liabilities Balance sheet items related to contracts consist of accounts receivable (net) and contract liabilities on our condensed balance sheets. Accounts receivable (net) is stated at net realizable value, and we utilize the allowance method to provide for doubtful accounts based on management’s evaluation of the collectability of the amounts due. Our estimates are reviewed and revised periodically based on historical collection experience and a review of the current status of accounts receivable. Historically, actual write-offs for uncollectible accounts have not significantly differed from prior estimates. There was no allowance for doubtful accounts on accounts receivable balances as of September 30, 2022 or June 30, 2022. We may recognize revenue prior to billing a customer when we have satisfied or partially satisfied our performance obligations as billings to our customers may not be made until after the service period has commenced. As of September 30, 2022 and June 30, 2022, we do not have any contract assets. Contract liabilities as of each balance sheet date represent the excess of amounts billed or received as compared to amounts recognized in revenue on our condensed statements of operations as of the end of the reporting period, and such amounts are reflected as a current liability on our condensed balance sheets as deferred revenue. We generally receive payments prior to completion of the service period and our performance obligations. These payments are recorded as deferred revenue until the services are delivered or until our obligations are otherwise met, at which time revenue is recognized. Some contracts also involve annual license fees, for which upfront amounts are received from customers. In these contracts, the license fees received in advance of the platform’s launch are recorded as contract liabilities. The following table provides information on the changes in the balance of contract liabilities for the three months ended September 30: 2022 2021 Opening balance $ 342,672 $ 333,200 Billings 216,500 216,806 Less revenue recognized from continuing operations: (217,502 ) (140,691 ) Closing balance $ 341,670 $ 409,314 Revenue recognized during the three months ended September 30, 2022 and 2021 that was included in the deferred revenue balance that existed in the opening balance of each year was approximately $175,000 and $98,000, respectively. The deferred revenue balance as of September 30, 2022 is expected to be recognized over the next 12 months. Net Loss per Share Basic net loss per share is calculated by dividing the net loss for the period by the weighted-average number of common shares outstanding during the period. Diluted net loss per share is calculated by dividing the net loss for the period by the weighted-average number of common shares outstanding during the period, increased by potentially dilutive common shares (“dilutive securities”) that were outstanding during the period. Dilutive securities include stock options and warrants granted, convertible debt, and convertible preferred stock. There were 8,928,174 and Risks and Uncertainties The Company operates in an industry subject to rapid change. The Company’s operations will be subject to significant risk and uncertainties including financial, operational, technological, and other risks associated with an early-stage company, including the potential risk of business failure. On March 11, 2020, the World Health Organization declared the outbreak of a respiratory disease caused by a novel coronavirus as a “pandemic.” First identified in late 2019 and known now as COVID-19, the outbreak has impacted thousands of individuals worldwide. In response, many countries, including the United States, have implemented measures to combat the outbreak which have impacted global business operations. While management believes the Company’s operations have not been significantly impacted, the Company continues to monitor the situation. In addition, while the Company’s results of operations, cash flows and financial condition could be negatively impacted, the extent of the impact cannot be reasonably estimated at this time.

Stock-Based Compensation

Stock-Based Compensation	3 Months Ended
	Sep. 30, 2022
Share-Based Payment Arrangement [Abstract]
Stock-Based Compensation	Note 3 - Stock-Based Compensation The Company’s Equity Incentive Plan (the “Plan”) permits the grant of stock options, stock appreciation rights, restricted stock, or restricted stock units to officers, employees, directors, consultants, agents, and independent contractors of the Company. The Company believes that such awards better align the interests of its employees, directors, and consultants with those of its stockholders. Option awards are generally granted with an exercise price equal to the market price of the Company’s stock at the date of grant; those option awards generally vest over two years from the grant date and generally have ten-year contractual terms. Certain option awards provide for accelerated vesting (as defined in the Plan). The Company has reserved 4,600,000 shares of common stock to be available for granting under the Plan. The Company estimates the fair value of each option award using a Black Scholes Model (“BSM”) that uses the weighted average assumptions included in the table below. Expected volatilities used in the BSM assumptions are based on historical volatility of the Company’s stock prices. T he expected term of stock options granted has been estimated using the simplified method because the Company is generally unable to rely on its limited historical exercise data or alternative information as a reasonable basis upon which to estimate the expected term of such options. A summary of option activity for the three months ended September 30, 2022 is presented below: Options Number of Weighted Average Weighted Outstanding at July 1, 2022 3,163,190 $ 1.89 7.34 Granted - - - Terminated (47,667 ) 2.84 8.55 Outstanding and expected to vest at September 30, 2022 3,115,523 1.88 7.07 During the quarter ended September 30, 2022, no options were issued and 47,667 options were terminated. For the three months ended September 30, 2022 and 2021, the Company recognized $175,779 and $389,085, in expense related to the Plan, respectively. On September 28, 2021, the Board approved certain stock awards to its board members in the form of stock options and restricted stock. The stock option awards and restricted stock awards are expected to vest ratably over a twelve-month period. The total approved compensation was $172,702 in stock options and $600,000 in restricted stock. The number of options was determined based on the fair value of the Company’s share price as of the date of grant. The Company determined that there will be 337,078 of restricted shares issued upon vesting, based on the fair value of the Company’s share price on the grant date. On September 28, 2022, the restricted shares became fully vested and are expected to be issued in the near term. Accordingly, $42,200 related to the stock option grants made to the board members, was recognized as stock-based compensation expense for the three months ended September 30, 2022. The Company also recognized $150,000 as stock-based compensation expense related to the restricted stock unit grants made to the board members for the three months ended September 30, 2022, respectively. The cost related to the grants made to board members is expected to be recognized through September of 2022. As of September 30, 2022, there was approximately $171,964 of total unrecognized compensation cost for employees and non-employees related to nonvested options. These costs are expected to be recognized through March 2026.

Common Stock

Common Stock	3 Months Ended
	Sep. 30, 2022
Common Stock [Abstract]
Common Stock	Note 4 - Common Stock On August 2, 2021, the Company entered into a purchase agreement (the “Purchase Agreement”), with Lincoln Park Capital Fund, LLC (“Lincoln Park”), under which, subject to specified terms and conditions, the Company may sell to Lincoln Park up to $16.5 million worth of common stock, par value $0.0001 per share, from time to time during the term of the Purchase Agreement, which ends August 2, 2023. In connection with the Purchase Agreement, the Company entered into an introducing broker agreement with Laidlaw & Company (UK) Ltd. (“Laidlaw”), pursuant to which the Company agreed to pay a cash fee to Laidlaw (the “Introductory Fee”) equal to (i) 8% of the amount of the Initial Purchase, (ii) 8% of the amount of a one-time share request up to $1,000,000 (“Tranche Purchase”), if any, and (iii) 4% of up to the next $13,500,000 (or up to $14,500,000 if the Tranche Purchase is not exercised). Upon entering into the Purchase Agreement, the Company sold 759,109 shares of common stock to Lincoln Park as an initial purchase for a total purchase price of $1,500,000 (the “Initial Purchase”). The Company received net proceeds from the Initial Purchase of $1,360,000 after the payment of the Introductory Fee and offering costs. As consideration for Lincoln Park’s commitment to purchase up to $16.5 million of shares of common stock under the Purchase Agreement, the Company issued 152,715 shares of common stock to Lincoln Park. If Lincoln Park is requested to purchase additional shares during the term of the Purchase Agreement, the requested shares, (“Regular Purchase”), are limited based on the current share price of the Company’s common stock. If the average price is below $3.00 per share, the Company is limited to issuing 50,000 shares per request; if the share price is between $3.00 and $4.00 per share, the limit is 75,000 shares per request, if the share price is between $4.00 and $5.00, the limit is 100,000 shares per request, and if the share price is above $5.00, the limit is 150,000 shares per request. Requests for purchases are permitted daily as long as the Company’s stock price is above $0.50 per share. The price for such regular purchases will be the lower of: (i) the lowest closing price of the Company’s common stock on the purchase date for such Regular Purchase and (ii) the arithmetic average of the three (3) lowest closing prices of the Company’s common stock during the ten (10) consecutive business days immediately preceding. Additionally, the Company may instruct Lincoln Park to purchase additional shares of common stock that exceed the Regular Purchase limits (“Accelerated Purchase”). If the Company requests Lincoln Park to make an Accelerated Purchase, the price per share is discounted from average historical closing prices. No additional shares were sold to Lincoln Park through September 30, 2022. The Company evaluated the contract that includes the right to require Lincoln Park to purchase additional shares of common stock in the future (“put right”) considering the guidance in ASC 815-40, “Derivatives and Hedging - Contracts on an Entity’s Own Equity” (“ASC 815-40”) and concluded that it is an equity-linked contract that does not qualify for equity classification, and therefore requires fair value accounting. The Company has analyzed the terms of the put right and has concluded that it has no value as of September 30, 2022. On October 19, 2021 and December 2, 2021, the Company issued 9,901 shares of its common stock totaling approximately $18,218 and 4,000 shares of its common stock totaling approximately $4,480 in value, respectively, to various consulting firms in exchange for strategic investor relations services. These shares vested immediately upon issuance. During the fourth quarter of fiscal year 2022, the Company issued 250,000 of its common stock totaling approximately $126,250 in value, respectively, to a consulting firm in exchange for strategic advisory and digital marketing services. These shares vested immediately upon issuance. On February 11, 2022, the Company entered into an underwriting agreement with Laidlaw, as representative of the several underwriters, to issue and sell up to 3,437,500 shares of the Company’s common stock, at a public offering price of $0.80 per share. On February 14, 2022, the Company entered into an amended and restated underwriting agreement in order to increase the number of shares sold in the offering to 3,750,000. On February 16, 2022, the Company closed the offering, and sold 3,750,000 shares of common stock to Laidlaw for total gross proceeds of $3,000,000. After deducting the underwriting commission and expenses, the Company received net proceeds of approximately $2,509,550. In connection with the offering, the Company issued five (5) year warrants to the underwriter to purchase 187,500 common shares at an exercise price of $1.00. The Company measures the warrants using the BSM to estimate their fair value. The fair value of the warrants issued in connection with the offering was approximately $94,165 based on the following inputs and assumptions using the BSM: (i) expected stock price volatility of 80.10%; (ii) risk free interest rate of 1.63%; and (iii) expected life of the warrants of 5 years. The warrants were fully vested on the date of grant and are included in offering costs. On July 12, 2022, the Company issued 125,000 of its common stock totaling $61,250 in value to a consulting firm in exchange for strategic advisory and digital marketing services. These shares vested immediately upon issuance. On September 1, 2022, the Company sold 4,181,821 shares of common stock for approximately $1.85 million, net of financing fees and expenses, and in a concurrent private placement, warrants to purchase an aggregate of 4,181,821 shares of common stock at an exercise price of $0.82 per share. The fair value of the warrants issued was approximately $953,460 based on the following inputs and assumptions using the BSM: (i) expected stock price volatility of 94.90%; (ii) risk free interest rate of 3.54%; and (iii) expected life of the warrants of 5.5 years. In connection with the offering, the Company issued five (5) year warrants to the underwriter to purchase 209,091 shares of common stock at an exercise price of $1.025 per share. The fair value of the warrants issued in connection with the offering was approximately $42,454 based on the following inputs and assumptions using the BSM: (i) expected stock price volatility of 94.90%; (ii) risk free interest rate of 3.54%; and (iii) expected life of the warrants of 5 years. The warrants were fully vested on the date of grant and are included in offering costs.

Income Taxes

Income Taxes	3 Months Ended
	Sep. 30, 2022
Income Tax Disclosure [Abstract]
Income Taxes	Note 5 - Income Taxes For the three months ended September 30, 2022 and prior periods since inception, the Company's activities have not generated taxable income or tax liabilities. Accordingly, the Company has not recognized an income tax benefit for the three-month periods ended September 30, 2022 and 2021. The Company has approximately $30.8 million of net operating loss carryforwards for federal and $30.8 million for state, available to reduce future income taxes. Of the $30.8 million of federal net operating losses, approximately $17,000 will expire in 2037 and the balance can be utilized indefinitely but will be limited to 80% utilization. The state net operating losses will begin to expire in 2027. Due to uncertainty as to the realization of the net operating loss carryforwards and other deferred tax assets as a result of the Company’s limited operating history and operating losses since inception, a full valuation allowance has been recorded against the Company’s deferred tax assets. The Company does not have any uncertain tax positions. The net operating loss carryforwards may be subject to an annual limitation as a result of a change of ownership as defined under Internal Revenue Code Section 382. Tax years 2019-2022 remain open to examination for federal income tax purposes and by other major taxing jurisdictions to which the Company is subject.

Subsequent Events

Subsequent Events	3 Months Ended
	Sep. 30, 2022
Subsequent Events [Abstract]
Subsequent Events	Note 6 - Subsequent Events The Company has evaluated subsequent events through the date of filing this Quarterly Report on Form 10-Q and determined that no material events occurred.

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	3 Months Ended
	Sep. 30, 2022
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The condensed financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and considering the requirements of the United States Securities and Exchange Commission (“SEC”). The Company has a fiscal year with a June 30 year end. In the opinion of management, the condensed financial statements of the Company as of September 30, 2022 and 2021 and for the three months ended September 30, 2022 and 2021 include all adjustments and accruals, consisting only of normal, recurring accrual adjustments, which are necessary for a fair presentation of the results for the interim periods. These interim results are not necessarily indicative of results for a full year. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed in or omitted from this report pursuant to the rules and regulations of the SEC. These financial statements should be read together with the condensed financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended June 30, 2022.
Capitalized Software Costs	Capitalized Software Costs The Company capitalizes costs incurred in the development of software for internal use, including the costs of the software, materials, consultants, and payroll and payroll related costs for employees incurred in developing internal use computer software. Planning costs incurred prior to the development of software and costs not qualifying for capitalization are charged to expense. The Company amortizes capitalized software over a period of three years, which is the expected useful life of the software. The Company recognized amortization expense of approximately $180,659 and $208,000 for the three months ended September 30, 2022 and 2021, respectively. Accumulated amortization on September 30, 2022 and 2021 was $2,364,068 and $1,545,483, respectively.
Revenue Recognition	Revenue Recognition We generate substantially all of our revenue from contractual arrangements with businesses, colleges and universities to provide a comprehensive platform of integrated technology and technology enabled services related to product offerings. During the three months ended September 30, 2022 and 2021, we recognized revenue from contracts with customers of $280,282 and $140,691, respectively, related to services provided over time. Performance Obligations and Timing of Recognition A performance obligation is a promise in a contract to transfer a distinct good or service to the customer. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. We derive revenue from annual licensing arrangements, including maintenance fees, setup fees and other variable fees for course development and miscellaneous items. Our contracts with partners generally have two-year terms and have a single performance obligation. The promises to set up and provide a hosted platform of tightly integrated technology and services partners needed to attract, enroll, educate, and support students are not distinct within the context of the contracts. This performance obligation is satisfied as the partners receive and consume benefits, which occurs ratably over the contract term. Occasionally, we will provide professional services, such as custom development, non-complex implementation activities, training, and other various professional services. We evaluate these services to determine if they are distinct and separately identifiable in the context of the contract. In our contracts with customers that contain multiple performance obligations because of this assessment, we allocate the transaction price to each separate performance obligation on a relative standalone selling price basis. Standalone selling prices of our solutions and services are typically estimated based on observable transactions when the solutions or services are sold on a standalone basis. When standalone selling prices are not observable, we utilize a cost-plus margin approach to allocate the transaction price. We do not disclose the value of unsatisfied performance obligations because the consideration is allocated entirely to a wholly unsatisfied promise to transfer a service that forms part of a single performance obligation (i.e., consideration received is based on the level of product offerings, which is unknown in advance). During the three months ended September 30, 2022, four customers comprised approximately 73% of total revenue. During the three months ended September 30, 2021, three customers comprised of approximately 86% of total revenue. We also receive fees that are fixed in nature, such as annual license and maintenance charges. The fees are independent of the number of students that are enrolled in courses with our customers and are allocated to and recognized ratably over the service period of the contract that the Company’s platform is made available to the customer (i.e., the customer simultaneously receives and consumes the benefit of the software over the contract service period). The following factors affect the nature, amount, timing, and uncertainty of our revenue and cash flows: ● The majority of our customers are private and public learning institutions across various domestic regions ● The majority of our customers have annual payment terms The following table shows revenue from contracts with customers by customer type for the three months ended September 30, 2022 and 2021, respectively. Three Months Ended Customer Type September 30, September 30, 2021 Enterprise $ 198,893 $ 105,666 University 81,389 30,025 K-12 - 5,000 Total $ 280,282 $ 140,691 Accounts Receivable, Contract Assets and Liabilities Balance sheet items related to contracts consist of accounts receivable (net) and contract liabilities on our condensed balance sheets. Accounts receivable (net) is stated at net realizable value, and we utilize the allowance method to provide for doubtful accounts based on management’s evaluation of the collectability of the amounts due. Our estimates are reviewed and revised periodically based on historical collection experience and a review of the current status of accounts receivable. Historically, actual write-offs for uncollectible accounts have not significantly differed from prior estimates. There was no allowance for doubtful accounts on accounts receivable balances as of September 30, 2022 or June 30, 2022. We may recognize revenue prior to billing a customer when we have satisfied or partially satisfied our performance obligations as billings to our customers may not be made until after the service period has commenced. As of September 30, 2022 and June 30, 2022, we do not have any contract assets. Contract liabilities as of each balance sheet date represent the excess of amounts billed or received as compared to amounts recognized in revenue on our condensed statements of operations as of the end of the reporting period, and such amounts are reflected as a current liability on our condensed balance sheets as deferred revenue. We generally receive payments prior to completion of the service period and our performance obligations. These payments are recorded as deferred revenue until the services are delivered or until our obligations are otherwise met, at which time revenue is recognized. Some contracts also involve annual license fees, for which upfront amounts are received from customers. In these contracts, the license fees received in advance of the platform’s launch are recorded as contract liabilities. The following table provides information on the changes in the balance of contract liabilities for the three months ended September 30: 2022 2021 Opening balance $ 342,672 $ 333,200 Billings 216,500 216,806 Less revenue recognized from continuing operations: (217,502 ) (140,691 ) Closing balance $ 341,670 $ 409,314 Revenue recognized during the three months ended September 30, 2022 and 2021 that was included in the deferred revenue balance that existed in the opening balance of each year was approximately $175,000 and $98,000, respectively. The deferred revenue balance as of September 30, 2022 is expected to be recognized over the next 12 months.
Net Loss per Share	Net Loss per Share Basic net loss per share is calculated by dividing the net loss for the period by the weighted-average number of common shares outstanding during the period. Diluted net loss per share is calculated by dividing the net loss for the period by the weighted-average number of common shares outstanding during the period, increased by potentially dilutive common shares (“dilutive securities”) that were outstanding during the period. Dilutive securities include stock options and warrants granted, convertible debt, and convertible preferred stock. There were 8,928,174 and
Risks and Uncertainties	Risks and Uncertainties The Company operates in an industry subject to rapid change. The Company’s operations will be subject to significant risk and uncertainties including financial, operational, technological, and other risks associated with an early-stage company, including the potential risk of business failure. On March 11, 2020, the World Health Organization declared the outbreak of a respiratory disease caused by a novel coronavirus as a “pandemic.” First identified in late 2019 and known now as COVID-19, the outbreak has impacted thousands of individuals worldwide. In response, many countries, including the United States, have implemented measures to combat the outbreak which have impacted global business operations. While management believes the Company’s operations have not been significantly impacted, the Company continues to monitor the situation. In addition, while the Company’s results of operations, cash flows and financial condition could be negatively impacted, the extent of the impact cannot be reasonably estimated at this time.

Significant Accounting Polici_2

Significant Accounting Policies (Tables)	3 Months Ended
	Sep. 30, 2022
Accounting Policies [Abstract]
Schedule of contract liabilities	Three Months Ended Customer Type September 30, September 30, 2021 Enterprise $ 198,893 $ 105,666 University 81,389 30,025 K-12 - 5,000 Total $ 280,282 $ 140,691
Schedule of changes in balance of contract liabilities	2022 2021 Opening balance $ 342,672 $ 333,200 Billings 216,500 216,806 Less revenue recognized from continuing operations: (217,502 ) (140,691 ) Closing balance $ 341,670 $ 409,314

Stock-Based Compensation (Table

Stock-Based Compensation (Tables)	3 Months Ended
	Sep. 30, 2022
Share-Based Payment Arrangement [Abstract]
Schedule of option activity	Options Number of Weighted Average Weighted Outstanding at July 1, 2022 3,163,190 $ 1.89 7.34 Granted - - - Terminated (47,667 ) 2.84 8.55 Outstanding and expected to vest at September 30, 2022 3,115,523 1.88 7.07

Nature of Business and Liquid_2

Nature of Business and Liquidity (Details)	3 Months Ended
	Sep. 30, 2022 $ / shares
Nature of Business and Liquidity (Details) [Line Items]
Number of segment	1
Merger Agreement [Member]
Nature of Business and Liquidity (Details) [Line Items]
Common stock, par value	$ 0.0001

Significant Accounting Polici_3

Significant Accounting Policies (Details) - USD ($)	3 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Accounting Policies [Abstract]
Amortization expense	$ 180,659	$ 208,000
Accumulated amortization	2,364,068	1,545,483
Recognized revenue from contracts with customers	$ 280,282	$ 140,691
Revenue percentage	73%	86%
Deferred revenue	$ 175,000	$ 98,000
Potentially dilutive shares (in Shares)	8,928,174	4,421,364

Significant Accounting Polici_4

Significant Accounting Policies (Details) - Schedule of revenue from contracts with customers - USD ($)	Sep. 30, 2022	Sep. 30, 2021
Revenue, Major Customer [Line Items]
Total	$ 280,282	$ 140,691
Enterprise [Member]
Revenue, Major Customer [Line Items]
Total	198,893	105,666
University [Member]
Revenue, Major Customer [Line Items]
Total	81,389	30,025
K-12 [Member]
Revenue, Major Customer [Line Items]
Total		$ 5,000

Significant Accounting Polici_5

Significant Accounting Policies (Details) - Schedule of changes in balance of contract liabilities - USD ($)	3 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Schedule of Contract Liabilities [Abstract]
Opening balance	$ 342,672	$ 333,200
Billings	216,500	216,806
Less revenue recognized from continuing operations:	(217,502)	(140,691)
Closing balance	$ 341,670	$ 409,314

Stock-Based Compensation (Detai

Stock-Based Compensation (Details) - USD ($)	1 Months Ended	3 Months Ended
	Sep. 28, 2021	Sep. 30, 2022	Sep. 30, 2021
Share-Based Payment Arrangement [Abstract]
Common stock granted (in Shares)		4,600,000
Forfeited options amount		$ 30,953
Options were terminated (in Shares)		47,667
Recognized expense related to plan		$ 175,779	$ 389,085
Stock options compensation	$ 172,702
Restricted stock compensation	$ 600,000
Number of restricted shares (in Shares)	337,078
Stock option grant		42,200
Stock based compensation expense		150,000
Total unrecognized compensation cost for employees		$ 171,964

Stock-Based Compensation (Det_2

Stock-Based Compensation (Details) - Schedule of option activity	3 Months Ended
	Sep. 30, 2022 $ / shares shares
Schedule of Option Activity [Abstract]
Number of Shares, Outstanding beginning balance | shares	3,163,190
Weighted Average Exercise Price, Outstanding beginning balance | $ / shares	$ 1.89
Weighted Average Remaining Contractual Term (in years), Outstanding beginning balance	7 years 4 months 2 days
Number of Shares, Granted | shares
Weighted Average Exercise Price, Granted | $ / shares
Weighted Average Remaining Contractual Term (in years), Granted
Number of Shares, Terminated | shares	(47,667)
Weighted Average Exercise Price ,Terminated | $ / shares	$ 2.84
Weighted Average Remaining Contractual Term (in years) ,Terminated	8 years 6 months 18 days
Number of Shares, Outstanding ending balance | shares	3,115,523
Weighted Average Exercise Price, Outstanding ending balance | $ / shares	$ 1.88
Weighted Average Remaining Contractual Term (in years), Outstanding ending balance	7 years 25 days

Common Stock (Details)

Common Stock (Details) - USD ($)							3 Months Ended
	Dec. 02, 2022	Sep. 01, 2022	Feb. 16, 2022	Feb. 14, 2022	Oct. 19, 2021	Aug. 02, 2021	Sep. 30, 2022	Jul. 12, 2022	Jun. 30, 2022	Feb. 11, 2022
Common Stock (Details) [Line Items]
Shares of common stock		4,181,821					759,109
Purchase price (in Dollars)							$ 1,500,000
Received net proceeds from initial purchase (in Dollars)							$ 1,360,000
Average price, description							If the average price is below $3.00 per share, the Company is limited to issuing 50,000 shares per request; if the share price is between $3.00 and $4.00 per share, the limit is 75,000 shares per request, if the share price is between $4.00 and $5.00, the limit is 100,000 shares per request, and if the share price is above $5.00, the limit is 150,000 shares per request. Requests for purchases are permitted daily as long as the Company’s stock price is above $0.50 per share.
Common stock, shares issued	9,901				9,901			125,000
Common stock value (in Dollars)					$ 18,218
Shares issued	4,000
Shares of common stock, issued									250,000
Shares of common stock										3,437,500
Public offering price per share (in Dollars per share)										$ 0.8
Underwriting agreement shares				3,750,000
Offering shares			3,750,000
Gross proceeds (in Dollars)			$ 3,000,000
Net proceeds (in Dollars)			$ 2,509,550
Warrants, underwriter to purchase			187,500
Exercise price (in Dollars per share)			$ 1
Fair value of warrants (in Dollars)		$ 953,460					$ 94,165
Expected stock price volatility		94.90%					80.10%
Risk free interest rate		3.54%					1.63%
Expected life of the warrants		5 years 6 months					5 years
Financing fees and expenses (in Dollars)		$ 820,000
Common Stock [Member]
Common Stock (Details) [Line Items]
Common stock value (in Dollars)								$ 61,250	$ 126,250
Common stock total, value	4,480				4,480
Warrant [Member]
Common Stock (Details) [Line Items]
Warrants, underwriter to purchase		209,091
Exercise price (in Dollars per share)		$ 1.025
Fair value of warrants (in Dollars)		$ 42,454
Expected stock price volatility		94.90%
Risk free interest rate		3.54%
Expected life of the warrants		5 years
Private Placement Warrants [Member]
Common Stock (Details) [Line Items]
Shares of common stock		4,181,821
Lincoln Park Capital Fund [Member]
Common Stock (Details) [Line Items]
Shares of common stock (in Dollars)						$ 16,500,000	$ 16,500,000
Common stock, par value (in Dollars per share)						$ 0.0001
Purchase agreement description							(“Laidlaw”), pursuant to which the Company agreed to pay a cash fee to Laidlaw (the “Introductory Fee”) equal to (i) 8% of the amount of the Initial Purchase, (ii) 8% of the amount of a one-time share request up to $1,000,000 (“Tranche Purchase”), if any, and (iii) 4% of up to the next $13,500,000 (or up to $14,500,000 if the Tranche Purchase is not exercised).
Shares of common stock							152,715

Income Taxes (Details)

Income Taxes (Details)	3 Months Ended
	Sep. 30, 2022 USD ($)
Income Tax Disclosure [Abstract]
Net operating loss carryforwards for federal	$ 30,800,000
Net operating loss carryforwards for state	30,800,000
Federal net operating loss	30,800,000
Federal net operating losses expire amount	$ 17,000
Utilization rate	80%
Net operating losses expire description	The state net operating losses will begin to expire in 2027.