Dalrada Financial (DFCO) 10-Q 26 Feb 20 2020 Q1 Quarterly report Financial data

Cover

Cover - shares	3 Months Ended
	Sep. 30, 2019	Feb. 10, 2020
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Sep. 30, 2019
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2020
Current Fiscal Year End Date	--06-30
Entity File Number	000-12641
Entity Registrant Name	DALRADA FINANCIAL CORP
Entity Central Index Key	0000725394
Entity Current Reporting Status	No
Entity Interactive Data Current	No
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		60,999,128
Incorporation state	DE

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets (Unaudited) - USD ($)	Sep. 30, 2019	Jun. 30, 2019
Current assets
Cash and cash equivalents	$ 12,694	$ 963
Accounts receivable	9,343	27,959
Prepaid expenses and deposits	5,000	0
Inventory	16,557	18,768
Total current assets	43,594	47,690
Property and equipment	7,778	5,500
Total assets	51,372	53,190
Current liabilities
Accounts payable	53,023	25,250
Accrued Liabilities	23,685	23,522
Accrued payroll taxes, penalties and interest	11,174,724	10,980,278
Accounts payable and accrued liabilities - related parties	570,488	479,512
Notes payable - related parties	610,827	305,272
Convertible note payable - related party	1,875,000	1,875,000
Total Current Liabilities	14,307,747	13,688,834
Total liabilities	14,307,747	13,688,834
Commitments and contingencies (Note 7)
STOCKHOLDERS' DEFICIT
Preferred stock Authorized: 100,000 shares with a par value of $1,000 per share Issued and outstanding: nil and nil shares, respectively	0	0
Common stock Authorized: 1,000,000,000 shares with a par value of $0.005 per share Issued and outstanding: 48,281,128 and 47,281,128 shares, respectively	241,406	241,406
Additional paid-in capital	91,086,179	91,086,179
Accumulated deficit	(105,583,960)	(104,963,228)
Total stockholders' deficit	(14,256,375)	(13,635,644)
Total liabilities and stockholders' deficit	$ 51,372	$ 53,190

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares	Sep. 30, 2019	Jun. 30, 2019
Statement of Financial Position [Abstract]
Preferred stock, shares authorized	100,000	100,000
Preferred stock, par value	$ 1,000	$ 1,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, shares authorized	1,000,000,000	1,000,000,000
Common stock, par value	$ 0.005	$ .005
Common stock, shares issued	48,281,128	47,281,128
Common stock, shares outstanding	48,281,128	47,281,128

Condensec Consolidated Statemen

Condensec Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended
	Sep. 30, 2019	Sep. 30, 2018
Income Statement [Abstract]
Revenue	$ 17,317	$ 0
Cost of revenue	6,611	0
Gross profit	10,706	0
Operating expenses:
Selling, general and administrative	271,024	124,959
Expenses incurred on terminated acquisition	149,826	0
Total operating expense	420,850	124,959
Loss before other income (expense)	(410,144)	(124,959)
Other income (expense):
Interest expense	(210,587)	(208,057)
Net loss	$ (620,731)	$ (333,016)
Net loss per share, basic	$ (0.01)	$ (0.01)
Net loss per share, diluted	$ (0.01)	$ (0.01)
Weighted average common shares outstanding, basic and diluted	48,281,128	47,281,128

Condensed Consolidated Statemen

Condensed Consolidated Statements of Changes in Stockholders' Deficit (Unaudited) - USD ($)	Common Stock	Additional Paid-In Capital	Retained Earnings / Accumulated Deficit	Total
Beginning balance, shares at Jun. 30, 2018	47,281,128
Beginning balance, value at Jun. 30, 2018	$ 236,406	$ 91,052,594	$ (104,291,857)	$ (13,002,857)
Net loss			(333,016)	(333,016)
Ending balance, shares at Sep. 30, 2018	47,281,128
Ending balance, value at Sep. 30, 2018	$ 236,406	91,052,594	(104,624,873)	(13,335,873)
Beginning balance, shares at Jun. 30, 2019	48,281,128
Beginning balance, value at Jun. 30, 2019	$ 241,406	91,086,179	(104,963,228)	(13,635,644)
Net loss			(620,731)	(620,731)
Ending balance, shares at Sep. 30, 2019	48,281,128
Ending balance, value at Sep. 30, 2019	$ 241,406	$ 91,086,179	$ (105,583,960)	$ (14,256,375)

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Sep. 30, 2019	Sep. 30, 2018
Operating activities
Net loss	$ (620,731)	$ (333,016)
Changes in operating assets and liabilities:
Accounts receivable	18,616	0
Inventory	2,211	0
Prepaid and other current assets	(5,000)	0
Accounts payable	4,392	(1,073)
Related party advances	132,091	(24,785)
Accrued compensation	0	65,000
Accrued liabilities	163	0
Accrued payroll taxes	194,446	208,057
Net cash used in operating activities	(273,812)	(85,817)
Investing Activities
Purchase of property and equipment	(2,278)	0
Net cash used in investing activities	(2,278)	0
Financing activities
Proceeds from related party notes payable	287,821	84,317
Net cash provided by financing activities	287,821	84,317
Increase (decrease) in cash	11,731	(1,500)
Cash, beginning of period	963	5,486
Cash, end of period	12,694	3,986
Supplemental Disclosures
Interest paid	0	0
Income tax paid	0	0
Non-cash investing and financing activities:
Transfer of related party advances to related party notes payable	$ 37,469	$ 0

1. Organization and Nature of O

1. Organization and Nature of Operations	3 Months Ended
	Sep. 30, 2019
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization and Nature of Operations	1. Organization and Nature of Operations Dalrada Financial Corporation (the “Company”) was incorporated in September 1982 under the laws of the State of California, and reincorporated in May 1983 under the laws of the State of Delaware. In June 2018, the Company created a new subsidiary, Dalrada Precision Corp. (“Dalrada Precision”), a mechanical contract provider. It extends the client’s engineering and operations team by helping devise bespoke manufacturing solutions tailored to its products. Dalrada Precision can enter at any stage of the product lifecycle from concept and design to mass production and logistics. In October 2018, the Company created a new subsidiary, Dalrada Health Products Corp (“Dalrada Health”). Dalrada Health will partner with client companies for the distribution of medical disposables, hospital equipment and furniture, medical devices, laboratory and dental products. In May 2019, Dalrada Health acquired a new subsidiary, C2C Life Sciences, Inc. (“C2C”). On November 1, 2019, the acquisition was rescinded, as the Company never gained control over C2C. Such costs incurred in connection with this rescinded acquisition, have been reflected in these consolidated financial statements as expenses incurred on terminated acquisition. The Company's principal executive offices are located at 600 La Terraza Blvd., Escondido, California 92025. Going Concern These consolidated financial statements have been prepared on a going concern basis, which implies that the Company will continue to realize its assets and discharge its liabilities in the normal course of business. As of September 30, 2019, the Company has a working capital deficit of $14,264,153 and an accumulated deficit of $105,583,960. The continuation of the Company as a going concern is dependent upon the continued financial support from its management, related parties, and its ability to identify future investment opportunities and obtain the necessary debt or equity financing, and generating profitable operations from the Company’s future operations. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. We have prepared the accompanying consolidated financial statements pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim financial reporting. These consolidated financial statements are unaudited and, in our opinion, include all adjustments, consisting of normal recurring adjustments and accruals necessary for a fair presentation of our balance sheets, operating results, and cash flows for the periods presented. Operating results for the periods presented are not necessarily indicative of the results that may be expected for fiscal year 2020. Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) have been omitted in accordance with the rules and regulations of the SEC. These consolidated financial statements should be read in conjunction with the audited financial statements and accompanying notes.

2. Summary of Significant Accou

2. Summary of Significant Accounting Policies	3 Months Ended
	Sep. 30, 2019
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	2. Summary of Significant Accounting Policies (a) Basis of Presentation These consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“US GAAP”) and are expressed in U.S. dollars. The Company’s fiscal year end is June 30. (b) Principles of Consolidation These consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries: Dalrada Precision, a company incorporated in the State of California, since June 25, 2018 (date of incorporation), and Dalrada Health, a company incorporated in the State of California, since October 2, 2018 (date of incorporation). All inter-company transactions and balances have been eliminated on consolidation. (c) Use of Estimates The preparation of these consolidated financial statements in conformity with US GAAP 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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to the valuation of inventory, valuation of accrued payroll tax liabilities, variables used in the computation of share-based compensation, and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. (d) Revenue Recognition The Company recognizes and accounts for revenue in accordance with ASC 606 as a principal on the sale of goods. Pursuant to ASC 606 , The Company’s revenue is derived from the sales of its products, which represents net sales recorded in the Company’s consolidated statements of operations. Product sales are recognized when performance obligations under the terms of the contract with the customer are satisfied. Typically, this would occur upon transfer of control, including passage of title to the customer and transfer of risk of loss related to those goods. The Company measures revenue as the amount of consideration to which it expects to be entitled in exchange for transferring goods (transaction price). The Company records reductions to revenue for estimated customer returns, allowances, markdowns and discounts. The Company bases its estimates on historical rates of customer returns and allowances as well as the specific identification of outstanding returns, markdowns and allowances that have not yet been received by the Company. The actual amount of customer returns and allowances is inherently uncertain and may differ from the Company’s estimates. If the Company determines that actual or expected returns or allowances are significantly higher or lower than the reserves it established, it would record a reduction or increase, as appropriate, to net sales in the period in which it makes such a determination. Reserves for returns, and markdowns are included within accrued expenses and other liabilities. Allowance and discounts are recorded in accounts receivable, net and the value of inventory associated with reserves for sales returns are included within prepaid expenses and other current assets on the consolidated balance sheets. (e) Stock-based Compensation The Company records stock-based compensation in accordance with ASC 718, Compensation – Stock Compensation (f) Comprehensive Loss ASC 220, Comprehensive Income (g) Basic and Diluted Net Loss per Share The Company computes net income (loss) per share in accordance with ASC 260, Earnings per Share There were no outstanding dilutive securities during the quarter ended September 30, 2018. The weighted average number of common stock equivalents related to convertible notes payable was not included in diluted loss per share, because the effects are antidilutive, for the quarter ended September 30, 2019. There were no adjustments to the numerator during the quarters ended September 30, 2019 and 2018. (h) Recent Accounting Pronouncements In August 2018, the FASB issued guidance to improve the effectiveness of fair value measurement disclosures by removing or modifying certain disclosure requirements and adding other requirements. The guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019, with early adoption permitted. Certain amendments should be applied prospectively, while all other amendments should be applied retrospectively to all periods presented. The Company is currently evaluating the impact of the new guidance. In February 2018, the FASB issued guidance that permits the Company to reclassify disproportionate tax effects in accumulated other comprehensive income caused by the Tax Cuts and Jobs Act of 2017 to retained earnings. The guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018, with early adoption permitted. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial statements. In July 2017, the FASB issued ASU 2017-11 which simplifies the accounting for certain financial instruments with down round features. The new standard will reduce income statement volatility for companies that issue warrants and convertible instruments containing such features. The guidance is effective for fiscal years beginning after December 15, 2018 with early adoption permitted. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial statements. In June 2016, the FASB issued a new credit loss standard that replaces the incurred loss impairment methodology in current GAAP. The new impairment model requires immediate recognition of estimated credit losses expected to occur for most financial assets and certain other instruments. It is effective for annual reporting periods beginning after December 15, 2019 and interim periods within those annual periods, with early adoption permitted. Entities will apply the standard’s provisions as a cumulative-effect adjustment to retained earnings as of the beginning of the first effective reporting period. The Company is currently evaluating the impact of the new guidance. In February 2016, the FASB issued new lease accounting guidance in ASU No. 2016-02, “ Leases st The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

3. Accrued Payroll Taxes

3. Accrued Payroll Taxes	3 Months Ended
	Sep. 30, 2019
Payables and Accruals [Abstract]
Accrued Payroll Taxes	3. Accrued Payroll Taxes As of September 30, 2019, and June 30, 2019, the Company had $11,174,724 and $10,980,278, respectively, of accrued payroll taxes, penalties and interest relating to calendar years 2004 - 2007. The total balance for accrued payroll taxes has accumulated on a quarterly basis beginning on their respective quarterly filing dates. Accrued interest is compounded daily at an estimated effective interest rate of 7.33%. The quarterly sub-totals that make up the $11,174,724 balance have a calculated expiration date of 10 years according to the Internal Revenue Service statute of limitations. As the tax periods surpass their estimated expiration date, the Company removes the liability from the consolidated balance sheets, and an equivalent amount is recognized as “Gain on expiration of accrued payroll taxes” within other income on the consolidated statements of operations. For quarters ended September 30, 2019 and 2018, the Company recognized $194,446 and $208,057, respectively, of penalties and interest within interest expense on the consolidated statements of operations. For the quarters ended September 30, 2019 and 2018, the Company recognized $0 and $0, respectively, within “Gain on expiration of accrued payroll taxes” as a result of quarterly tax liabilities that expired during the fiscal years. The amount owing may be subject to additional late filing fees and penalties that are not quantifiable as of the date of these consolidated financial statements. In addition, the Company periodically reviews the historical filings in determining if the statute has been paused or extended by the Internal Revenue Service.

4. Notes Payable - Related Part

4. Notes Payable - Related Parties	3 Months Ended
	Sep. 30, 2019
Debt Disclosure [Abstract]
Notes Payable - Related Parties	4. Notes Payable – Related Parties a) During the year ended June 30, 2019, the Company issued a $38,615 promissory note to a related party for compensation paid by the related party on behalf of the Company. Under the terms of the note, the amount due is unsecured, bears interest at 3% per annum, and is due 360 days from the date of issuance. As of September 30, 2019, the outstanding principal balance of the promissory note was $38,615 and the accrued interest is $290. b) During the year ended June 30, 2019, the Company issued a $37,469 promissory note to a related party for legal services and other expenses incurred to reinstate the Company to a current status with the state of Delaware. Under the terms of the note, the amount due is unsecured, bears interest at 3% per annum, and is due 360 days from the date of issuance. As of September 30, 2019, the outstanding principal balance of the promissory note was $37,469 and the accrued interest is $281. c) As of June 30, 2019, the Company owed $2,250 to a related party company controlled by the Chief Executive Officer of the Company for management fees, which consists of accounting and administrative services. The Company is charged $4,500 on a monthly basis, $1,125 of which is allocated each month to Dalrada Health Products. Under the terms of the note, the amount due is unsecured, bears interest at 3% per annum, and is due 360 days from the date of issuance. As of September 30, 2019, the outstanding principal balance of the promissory note was $2,250 and the accrued interest is $17. d) As of June 30, 2019, the Company owed $1,630 to a related party for reimbursement of expenses paid by the related party on behalf of the Company related to the proposed C2C acquisition which did not occur. Under the terms of the note, the amount due is unsecured, bears interest at 3% per annum, and is due 360 days from the date of issuance. As of September 30, 2019, the outstanding principal balance of the promissory note was $1,630 and the accrued interest is $12. e) As of June 30, 2019, the Company owed $262,197 to a related party for reimbursement of compensation to employees and payroll services paid by the related party on behalf of the Company. Under the terms of the note, the amount due is unsecured, bears interest at 3% per annum, and is due 360 days from the date of issuance. As of September 30, 2019, the outstanding principal balance of the promissory note was $262,197 and the accrued interest is $1,966. f) On September 30, 2019, the Company issued a $131,265 promissory note to a related party for reimbursement of compensation to employees and payroll services paid by the related party on behalf of the Company. Under the terms of the note, the amount due is unsecured, bears interest at 3% per annum, and is due 360 days from the date of issuance. g) On September 30, 2019, the Company issued a $2,075 promissory note to a related party for reimbursement of expenses paid by the related party on behalf of the Company related to the proposed C2C acquisition which did not occur. Under the terms of the note, the amount due is unsecured, bears interest at 3% per annum, and is due 360 days from the date of issuance. h) On September 30, 2019, the Company issued a $3,375 promissory note to a related party company controlled by the Chief Executive Officer of the Company for management fees, which consists of accounting and administrative services for which the Company is charged $1,125 on a monthly basis. Under the terms of the note, the amount due is unsecured, bears interest at 3% per annum, and is due 360 days from the date of issuance. i) On September 30, 2019, the Company issued a $36,370 promissory note to a related party for reimbursement of operating expenses paid by the related party on behalf of the Company. Under the terms of the note, the amount due is unsecured, bears interest at 3% per annum, and is due 360 days from the date of issuance. j) On September 30, 2019, the Company issued a $1,865 promissory note to a related party for reimbursement of expenses paid by the related party on behalf of the Company related to the proposed C2C acquisition which did not occur. Under the terms of the note, the amount due is unsecured, bears interest at 3% per annum, and is due 360 days from the date of issuance. k) On September 30, 2019, the Company issued a $93,137 promissory note to a related party for reimbursement of operating expenses paid by the related party on behalf of the Company. Under the terms of the note, the amount due is unsecured, bears interest at 3% per annum, and is due 360 days from the date of issuance.

5. Convertible Note Payable - R

5. Convertible Note Payable - Related Parties	3 Months Ended
	Sep. 30, 2019
Debt Disclosure [Abstract]
Convertible Note Payable - Related Parties	5. Convertible Note Payable – Related Parties As of June 30, 2019, the Company issued a convertible note for $1,875,000 to the Chief Executive Officer of the Company for compensation. Under the terms of the note, the amount due is unsecured, bears interest at 3% per annum, and is due 360 days from the date of issuance. On June 30, 2019, the Company issued note agreement which included a conversion feature of the outstanding balance at $0.034 per share. As the conversion price was equal to the fair value of the common shares on the date of the agreement, there was no beneficial conversion feature. As of September 30, 2019, the outstanding principal balance of the promissory note was $1,875,000 and the accrued interest is $14,063.

6. Related Party Transactions

6. Related Party Transactions	3 Months Ended
	Sep. 30, 2019
Related Party Transactions [Abstract]
Related Party Transactions	6. Related Party Transactions As of September 30, 2019, and June 30, 2019, the Company owed $570,488 and $479,512 respectively to related parties for reimbursement of various operating expenses, which has been recorded in accounts payable and accrued liabilities – related parties. This amount includes $40,500 of management fees, which consists of accounting and administrative services to Trucept Inc., a related party company controlled by the Chief Executive Officer of the Company. The management fee agreement calls for monthly payments of $4,500. The agreement is ongoing until terminated by either party. See Notes 4, 5, 6 and 8 for additional related party transactions.

7. Commitments and Contingencie

7. Commitments and Contingencies	3 Months Ended
	Sep. 30, 2019
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	7. Commitments and Contingencies (a) On September 1, 2019, the Company, entered into a three-year lease agreement to lease a commercial building in Escondido, California. The building is owned by related party. Under the terms of the lease agreement, the Company is committed to the following minimum lease payments: Fiscal year ended $ June 30, 2020 12,804 June 30, 2021 17,457 June 30, 2022 17,980 June 30, 2023 18,112 Total minimum lease payments 66,353

8. Subsequent Events

8. Subsequent Events	3 Months Ended
	Sep. 30, 2019
Subsequent Events [Abstract]
Subsequent Events	8. Subsequent Events (a) Likido Ltd. (HQ) On December 6, 2019, Dalrada, via its wholly owned subsidiary, Dalrada Precision, acquired, by stock exchange agreement, one hundred percent of Likido Ltd. (HQ) in exchange of 6,118,000 shares of the Company’s common stock. Likido, a United Kingdom engineering-design company based in Edinburgh, Scotland. Likido is an international technology company, developing advanced solutions for the harvesting and recycling of energy. Using its novel, heat pump systems (patent pending), Likido is working to revolutionize the renewable energy sector with the provision of innovative modular process technologies to maximize the capture and reuse of thermal energy for integrated heating and cooling applications. With uses across industrial, commercial and residential sectors, Likido provides cost savings and the minimized carbon emissions across global supply chains. Likido's technologies enable the effective recovery and recycling of process energy, mitigating against climate change and enhancing quality of life through the provision of low-carbon heating and cooling systems. In connection with the purchase of Likido, the Company is obligated to fund operations for a total up to $600,000. Subsequent to September 30, 2019, the Company issued Stuart Cox 6,118,000 shares as of February 4, 2020 in exchange for 100% of Likido’s issued and outstanding shares held by Mr. Cox. The Company is still determining the impact of this transaction on the financial statements including the purchase price and the allocation of such. (b) Prakat stock issuance. On January 9, 2020, DFCO purchased seventy four percent (74%) of the issued and outstanding common equity shares of Prakat Solutions Inc. a Texas corporation, (“Prakat”). The purchase was made by means of a Stock Purchase Agreement (“SPA”). The consideration for the share purchase was three million six hundred thousand, (3,600,000) common equity shares of DFCO. Prakat has a wholly owned subsidiary based in India, Prakat Solutions Private Limited, which provides global customers with software and technology solutions specializing in Test Engineering, Accessibility Engineering, Product Engineering and Application Modernization. The Prakat India team provides end to end Product Engineering services across various domains, including – Banking & Financial Services, Telecom, Retail, Healthcare, Manufacturing, Legal and IT Infrastructure. Prakat India is an ISO 9001 Certified Company . The Company is still determining the impact of this transaction on the financial statements including the purchase price and the allocation of such. (c) COO appointed for Dalrada Financial Corp. The Directors have affirmed and ratify the final agreement of the employment terms of Fawad Nisar as the Chief Operating Officer of Dalrada Financial Corp. The transaction was completed on January 6, 2020. The Company and Mr. Nisar have agreed in the Employment Terms, to, among other items, the issuance, as consideration for his accepting the position of COO of the Company, of Three Million (3,000,000) common shares of the Company. (d) Issuance of Series F Super Voting Preferred shares. After September 30, 2019, Dalrada Financial Corporation designated and issued 5,000 shares of Series F Super Preferred Stock to the CEO. Each share of Series F Super Preferred Stock entitles the holder to the greater of (i) one hundred thousand votes for each share of Series F Super Preferred Stock, or (ii) the number of votes equal to the number of all outstanding shares of Common Stock, plus one additional vote such that the holders of Series F Super Preferred Stock shall always constitute a majority of the voting rights of the Corporation. In any vote or action of the holders of the Series F Super Preferred Stock voting together as a separate class required by law, each share of issued and outstanding Series F Super Preferred Stock shall entitle the holder thereof to one vote per share. The holders of Series F Super Preferred Stock shall vote together with the shares of Common Stock as one class.

2. Summary of Significant Acc_2

2. Summary of Significant Accounting Policies (Policies)	3 Months Ended
	Sep. 30, 2019
Accounting Policies [Abstract]
Basis of Presentation	(a) Basis of Presentation These consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“US GAAP”) and are expressed in U.S. dollars. The Company’s fiscal year end is June 30.
Principles of Consolidation	(b) Principles of Consolidation These consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries: Dalrada Precision, a company incorporated in the State of California, since June 25, 2018 (date of incorporation), and Dalrada Health, a company incorporated in the State of California, since October 2, 2018 (date of incorporation). All inter-company transactions and balances have been eliminated on consolidation.
Use of Estimates	(c) Use of Estimates The preparation of these consolidated financial statements in conformity with US GAAP 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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to the valuation of inventory, valuation of accrued payroll tax liabilities, variables used in the computation of share-based compensation, and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.
Revenue Recognition	(d) Revenue Recognition The Company recognizes and accounts for revenue in accordance with ASC 606 as a principal on the sale of goods. Pursuant to ASC 606 , The Company’s revenue is derived from the sales of its products, which represents net sales recorded in the Company’s consolidated statements of operations. Product sales are recognized when performance obligations under the terms of the contract with the customer are satisfied. Typically, this would occur upon transfer of control, including passage of title to the customer and transfer of risk of loss related to those goods. The Company measures revenue as the amount of consideration to which it expects to be entitled in exchange for transferring goods (transaction price). The Company records reductions to revenue for estimated customer returns, allowances, markdowns and discounts. The Company bases its estimates on historical rates of customer returns and allowances as well as the specific identification of outstanding returns, markdowns and allowances that have not yet been received by the Company. The actual amount of customer returns and allowances is inherently uncertain and may differ from the Company’s estimates. If the Company determines that actual or expected returns or allowances are significantly higher or lower than the reserves it established, it would record a reduction or increase, as appropriate, to net sales in the period in which it makes such a determination. Reserves for returns, and markdowns are included within accrued expenses and other liabilities. Allowance and discounts are recorded in accounts receivable, net and the value of inventory associated with reserves for sales returns are included within prepaid expenses and other current assets on the consolidated balance sheets.
Stock-based Compensation	(e) Stock-based Compensation The Company records stock-based compensation in accordance with ASC 718, Compensation – Stock Compensation
Comprehensive Loss	(f) Comprehensive Loss ASC 220, Comprehensive Income
Basic and Diluted Net Loss per Share	(g) Basic and Diluted Net Loss per Share The Company computes net income (loss) per share in accordance with ASC 260, Earnings per Share There were no outstanding dilutive securities during the quarter ended September 30, 2018. The weighted average number of common stock equivalents related to convertible notes payable was not included in diluted loss per share, because the effects are antidilutive, for the quarter ended September 30, 2019. There were no adjustments to the numerator during the quarters ended September 30, 2019 and 2018.
Recent Accounting Pronouncements	(h) Recent Accounting Pronouncements In August 2018, the FASB issued guidance to improve the effectiveness of fair value measurement disclosures by removing or modifying certain disclosure requirements and adding other requirements. The guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019, with early adoption permitted. Certain amendments should be applied prospectively, while all other amendments should be applied retrospectively to all periods presented. The Company is currently evaluating the impact of the new guidance. In February 2018, the FASB issued guidance that permits the Company to reclassify disproportionate tax effects in accumulated other comprehensive income caused by the Tax Cuts and Jobs Act of 2017 to retained earnings. The guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018, with early adoption permitted. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial statements. In July 2017, the FASB issued ASU 2017-11 which simplifies the accounting for certain financial instruments with down round features. The new standard will reduce income statement volatility for companies that issue warrants and convertible instruments containing such features. The guidance is effective for fiscal years beginning after December 15, 2018 with early adoption permitted. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial statements. In June 2016, the FASB issued a new credit loss standard that replaces the incurred loss impairment methodology in current GAAP. The new impairment model requires immediate recognition of estimated credit losses expected to occur for most financial assets and certain other instruments. It is effective for annual reporting periods beginning after December 15, 2019 and interim periods within those annual periods, with early adoption permitted. Entities will apply the standard’s provisions as a cumulative-effect adjustment to retained earnings as of the beginning of the first effective reporting period. The Company is currently evaluating the impact of the new guidance. In February 2016, the FASB issued new lease accounting guidance in ASU No. 2016-02, “ Leases st The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

7. Commitments and Contingenc_2

7. Commitments and Contingencies (Tables)	3 Months Ended
	Sep. 30, 2019
Commitments and Contingencies Disclosure [Abstract]
Minimum lease payments	Fiscal year ended $ June 30, 2020 12,804 June 30, 2021 17,457 June 30, 2022 17,980 June 30, 2023 18,112 Total minimum lease payments 66,353

1. Organization and Nature of_2

1. Organization and Nature of Operations (Details Narrative) - USD ($)	Sep. 30, 2019	Jun. 30, 2019
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Working capital	$ (14,264,153)
Accumulated deficit	$ (105,583,960)	$ (104,963,228)

3. Accrued Payroll Taxes (Detai

3. Accrued Payroll Taxes (Details Narrative) - USD ($)	3 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Jun. 30, 2019
Payables and Accruals [Abstract]
Accrued payroll taxes, penalties and interest	$ 11,174,724		$ 10,980,278
Accrued interest rate	7.33% compounded daily
Penalties and interest expense	$ 194,446	$ 208,057
Gain on expiration of accrued tax liability	$ 0	$ 0

4. Notes Payable - Related Pa_2

4. Notes Payable - Related Parties (Details Narrative) - USD ($)	Sep. 30, 2019	Jun. 30, 2019
Note payable - related party balance	$ 1,875,000
Accrued interest	14,063
Accounts payable and accrued liabilities - related parties	570,488	$ 479,512
Note Payable Related Party A [Member]
Debt face amount		$ 38,615
Debt stated interest rate		3.00%
Note payable - related party balance	38,615
Accrued interest	290
Note Payable Related Party B [Member]
Debt face amount		$ 37,469
Debt stated interest rate		3.00%
Note payable - related party balance	37,469
Accrued interest	281
Note Payable Related Party C [Member]
Debt face amount		$ 2,250
Debt stated interest rate		3.00%
Note payable - related party balance	2,250
Accrued interest	17
Note Payable - Related Party D [Member]
Debt face amount		$ 1,630
Debt stated interest rate		3.00%
Note payable - related party balance	1,630
Accrued interest	12
Note Payable - Related Party E [Member]
Debt face amount		$ 262,197
Debt stated interest rate		3.00%
Note payable - related party balance	262,197
Accrued interest	1,966
Note Payable - Related Party F [Member]
Debt face amount	$ 131,265
Debt stated interest rate	3.00%
Note Payable - Related Party G [Member]
Debt face amount	$ 2,075
Debt stated interest rate	3.00%
Note Payable - Related Party H [Member]
Debt face amount	$ 3,375
Debt stated interest rate	3.00%
Note Payable - Related Party I [Member]
Debt face amount	$ 36,370
Debt stated interest rate	3.00%
Note Payable - Related Party J [Member]
Debt face amount	$ 1,865
Debt stated interest rate	3.00%
Note Payable - Related Party K [Member]
Debt face amount	$ 93,137
Debt stated interest rate	3.00%

5. Convertible Note Payable -_2

5. Convertible Note Payable - Related Parties (Details Narrative) - USD ($)	Sep. 30, 2019	Jun. 30, 2019
Convertible note payable - related party	$ 1,875,000	$ 1,875,000
Note payable - related party balance	1,875,000
Accrued interest	$ 14,063
Chief Executive Officer [Member]
Convertible note payable - related party		$ 1,875,000
Debt stated interest rate		3.00%
Conversion price		$ 0.034

6. Related Party Transactions (

6. Related Party Transactions (Details Narrative) - USD ($)	Sep. 30, 2019	Jun. 30, 2019
Accounts payable and accrued liabilities - related parties	$ 570,488	$ 479,512
Management Fees [Member]
Accounts payable and accrued liabilities - related parties		$ 40,500

7. Commitments and Contingenc_3

7. Commitments and Contingencies (Details Narrative)	Jun. 30, 2019USD ($)
Commitments and Contingencies Disclosure [Abstract]
June 30, 2020	$ 12,804
June 30, 2021	17,457
June 30, 2022	17,980
June 30, 2023	18,112
Total miminum lease payments	$ 66,353