Cover
Cover | 6 Months Ended |
Dec. 31, 2021 | |
Cover [Abstract] | |
Document Type | S-1/A |
Amendment Flag | false |
Entity Registrant Name | DALRADA FINANCIAL CORPORATION |
Entity Central Index Key | 0000725394 |
Entity Tax Identification Number | 38-3713274 |
Entity Incorporation, State or Country Code | WY |
Entity Address, Address Line One | 600 La Terraza Blvd. |
Entity Address, City or Town | Escondido |
Entity Address, State or Province | CA |
Entity Address, Postal Zip Code | 92025 |
City Area Code | (858) |
Local Phone Number | 283-1253 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (unaudited) - USD ($) | Dec. 31, 2021 | Jun. 30, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 180,756 | $ 110,285 |
Accounts receivable, net | 6,045,187 | 265,812 |
Accounts receivable, net - related parties | 119,480 | 69,952 |
Other receivables | 141,653 | 67,328 |
Inventories | 1,377,495 | 842,108 |
Prepaid expenses and other current assets | 254,774 | 285,026 |
Total current assets | 8,119,345 | 1,640,511 |
Property and equipment, net | 775,261 | 489,902 |
Goodwill | 795,016 | 736,456 |
Intangible assets, net | 734,565 | 664,494 |
Right of use asset, net | 455,559 | 532,327 |
Total assets | 11,439,864 | 4,703,105 |
Current liabilities: | ||
Accounts payable | 1,295,533 | 910,339 |
Accrued liabilities | 1,341,723 | 641,380 |
Accrued payroll taxes, penalties and interest | 2,002,552 | 1,953,024 |
Accounts payable and accrued liabilities – related parties | 599,212 | 414,237 |
Deferred revenue | 657,159 | 219,999 |
Notes payable, current portion | 402,894 | 415,817 |
Notes payable – related parties | 4,060,321 | 10,508,955 |
Convertible notes payable – related party | 1,875,000 | |
Right of use liability | 166,886 | 76,570 |
Total current liabilities | 10,687,360 | 17,175,111 |
Notes payable – related parties | 9,880,849 | 0 |
Total liabilities | 21,255,919 | 18,110,493 |
Commitments and contingencies (Note 12) | ||
Stockholders' deficit: | ||
Common stock, $0.005 par value, 1,000,000,000 shares authorized, 70,184,184 and 68,464,742 shares issued and outstanding at December 31, 2021 and June 30, 2021, respectively | 350,922 | 369,194 |
Additional paid-in capital | 101,514,977 | 92,965,821 |
Accumulated deficit | (112,989,191) | (107,338,174) |
Accumulated other comprehensive income (loss) | 71,956 | 32,287 |
Total stockholders’ deficit – Dalrada Financial Corporation | (10,621,311) | (13,368,997) |
Noncontrolling interests | 805,256 | (38,391) |
Total stockholders’ deficit including noncontrolling interests | (9,816,055) | (13,407,388) |
Total liabilities and stockholders' deficit | 11,439,864 | 4,703,105 |
Series G Preferred Stock [Member] | ||
Stockholders' deficit: | ||
Preferred Stock, Value, Issued | 100 | 0 |
Series F Preferred Stock [Member] | ||
Stockholders' deficit: | ||
Preferred Stock, Value, Issued | $ 50 | $ 50 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (unaudited) (Parenthetical) - $ / shares | Dec. 31, 2021 | Jun. 30, 2021 |
Common stock, par value | $ 0.005 | $ 0.005 |
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued | 70,184,184 | 68,464,742 |
Common stock, shares outstanding | 70,184,184 | 68,464,742 |
Series G Preferred Stock [Member] | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 |
Preferred Stock, Shares Authorized | 100,000 | 100,000 |
Preferred Stock, Shares Issued | 10,002 | 0 |
Preferred Stock, Shares Outstanding | 10,002 | 0 |
Series F Preferred Stock [Member] | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 |
Preferred Stock, Shares Authorized | 5,000 | 5,000 |
Preferred Stock, Shares Issued | 5,000 | 5,000 |
Preferred Stock, Shares Outstanding | 5,000 | 5,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Total revenues | $ 5,447,264 | $ 455,517 | $ 10,049,617 | $ 1,214,910 |
Cost of revenue | 2,056,343 | 458,833 | 3,260,678 | 692,261 |
Gross profit | 3,390,921 | (3,316) | 6,788,939 | 522,649 |
Operating expenses: | ||||
Selling, general and administrative (includes stock-based compensation of $1,105,587 and $0 for three months and $1,783,094 and $0 for six months ended 2021 and 2020, respectively) | 5,234,462 | 1,418,909 | 9,542,739 | 2,726,450 |
Total operating expenses | 5,234,462 | 1,674,588 | 9,544,335 | 3,004,951 |
Loss from operations | (1,843,541) | (1,677,904) | (2,755,396) | (2,482,302) |
Other income (expense): | ||||
Interest expense | (135,070) | (154,751) | (258,874) | (283,811) |
Interest income | 521 | 377 | 1,048 | 902 |
Other income | (1,464) | 624 | 13,244 | 36,798 |
Gain (loss) on foreign exchange | (88,084) | 7,134 | (44,333) | (5,448) |
Total other income (expenses) | (224,097) | (146,616) | (288,915) | (251,559) |
Net loss before taxes | (2,067,638) | (1,824,520) | (3,044,311) | (2,733,861) |
Income taxes | ||||
Net loss | (2,067,638) | (1,824,520) | (3,044,311) | (2,733,861) |
Net income (loss) attributable to noncontrolling interests | 1,317,537 | (24,619) | 2,606,707 | (19,604) |
Net loss attributable to Dalrada Financial Corporation stockholders | (3,385,175) | (1,799,901) | (5,651,018) | (2,714,257) |
Foreign currency translation | 325 | 10,050 | 39,669 | 24,259 |
Comprehensive loss | $ (2,067,313) | $ (1,814,470) | $ (3,004,642) | $ (2,709,602) |
Net loss per common share to Dalrada stockholders – basic | $ (0.05) | $ (0.03) | $ (0.08) | $ (0.04) |
Net loss per common share to Dalrada stockholders – diluted | $ (0.05) | $ (0.03) | $ (0.08) | $ (0.04) |
Weighted average common shares outstanding – basic | 73,903,689 | 68,464,742 | 73,939,348 | 68,464,742 |
Weighted average common shares outstanding – diluted | 73,903,689 | 68,464,742 | 73,939,348 | 68,464,742 |
Revenues [Member] | ||||
Total revenues | $ 5,370,449 | $ 366,402 | $ 9,957,493 | $ 1,059,762 |
Revenues Related Party [Member] | ||||
Total revenues | $ 76,815 | $ 89,115 | $ 92,124 | $ 155,148 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations (unaudited) (Parenthetical) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | ||||
Stock-based compensation | $ 1,105,587 | $ 0 | $ 1,783,094 | $ 0 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders' Deficit (unaudited) - USD ($) | Preferred Stock Series G [Member] | Preferred Stock Series F [Member] | Common Stock [Member] | Commonstockbeissued [Member] | Preferred Stocktobe Issued [Member] | Additional Paid-in Capital [Member] | Noncontrolling Interest [Member] | Retained Earnings [Member] | Comprehensive Income [Member] | Total |
Beginning balance, value at Jun. 30, 2020 | $ 50 | $ 50 | $ 342,324 | $ 91,904,874 | $ 51,821 | $ (107,429,607) | $ (7,897) | $ (15,138,435) | ||
Beginning balance, shares at Jun. 30, 2020 | 5,000 | 5,000 | 68,464,742 | |||||||
Net income (loss) | 5,015 | (914,356) | (2,909,341) | |||||||
Foreign currency translation | 14,209 | 14,209 | ||||||||
Ending balance, value at Sep. 30, 2020 | $ 50 | $ 50 | $ 342,324 | 91,904,874 | 56,836 | (108,343,963) | 6,312 | (16,033,567) | ||
Ending balance, shares at Sep. 30, 2020 | 5,000 | 5,000 | 68,464,742 | |||||||
Beginning balance, value at Jun. 30, 2020 | $ 50 | $ 50 | $ 342,324 | 91,904,874 | 51,821 | (107,429,607) | (7,897) | (15,138,435) | ||
Beginning balance, shares at Jun. 30, 2020 | 5,000 | 5,000 | 68,464,742 | |||||||
Net income (loss) | (2,733,861) | |||||||||
Ending balance, value at Dec. 31, 2020 | $ 50 | $ 50 | $ 342,324 | 91,904,874 | 32,217 | (110,143,864) | 16,362 | (17,848,037) | ||
Ending balance, shares at Dec. 31, 2020 | 5,000 | 5,000 | 68,464,742 | |||||||
Beginning balance, value at Sep. 30, 2020 | $ 50 | $ 50 | $ 342,324 | 91,904,874 | 56,836 | (108,343,963) | 6,312 | (16,033,567) | ||
Beginning balance, shares at Sep. 30, 2020 | 5,000 | 5,000 | 68,464,742 | |||||||
Net income (loss) | (24,619) | (1,799,901) | (1,824,520) | |||||||
Foreign currency translation | 10,050 | 10,050 | ||||||||
Ending balance, value at Dec. 31, 2020 | $ 50 | $ 50 | $ 342,324 | 91,904,874 | 32,217 | (110,143,864) | 16,362 | (17,848,037) | ||
Ending balance, shares at Dec. 31, 2020 | 5,000 | 5,000 | 68,464,742 | |||||||
Ending balance, value at Sep. 30, 2021 | $ 50 | $ 378,610 | 574,410 | 6,532,206 | 93,705,062 | 1,361,963 | (109,604,016) | 71,631 | (6,980,086) | |
Ending balance, shares at Sep. 30, 2021 | 5,000 | 75,721,684 | ||||||||
Beginning balance, value at Jun. 30, 2021 | $ 50 | $ 369,194 | 601,825 | 92,965,821 | (38,391) | (107,338,174) | 32,287 | (13,407,388) | ||
Beginning balance, shares at Jun. 30, 2021 | 5,000 | 73,838,662 | ||||||||
Conversion of related party notes into preferred stock | 6,532,206 | 6,532,206 | ||||||||
Common stock issued pursuant to acquisitions | $ 1,063 | (85,975) | 84,913 | |||||||
Common stock issued pursuant to acquisitions, shares | 212,500 | |||||||||
Net income (loss) | 1,289,169 | (2,265,842) | (976,673) | |||||||
Foreign currency translation | 39,344 | 39,344 | ||||||||
Stock Repurchased During Period, Value | 1,647 | 13,179 | 14,826 | |||||||
Repurchase of common shares from subsidiary | $ (1,647) | (13,179) | (14,826) | |||||||
Repurchase of common shares from subsidiary ,shares | (329,478) | |||||||||
Ending balance, value at Sep. 30, 2021 | 50 | $ 378,610 | 574,410 | 6,532,206 | 93,705,062 | 1,361,963 | (109,604,016) | 71,631 | (6,980,086) | |
Stock-based compensation | $ 10,000 | 667,507 | 677,507 | |||||||
Ending balance, shares at Sep. 30, 2021 | 5,000 | 75,721,684 | ||||||||
Stock-based compensation, shares | 2,000,000 | |||||||||
Beginning balance, value at Jun. 30, 2021 | $ 50 | $ 369,194 | 601,825 | 92,965,821 | (38,391) | (107,338,174) | 32,287 | (13,407,388) | ||
Beginning balance, shares at Jun. 30, 2021 | 5,000 | 73,838,662 | ||||||||
Net income (loss) | (3,044,311) | |||||||||
Ending balance, value at Dec. 31, 2021 | $ 100 | $ 50 | $ 350,922 | 429,875 | 101,514,977 | 805,256 | (112,989,191) | 71,956 | (9,816,055) | |
Ending balance, shares at Dec. 31, 2021 | 10,002 | 5,000 | 70,184,184 | |||||||
Beginning balance, value at Sep. 30, 2021 | $ 50 | $ 378,610 | 574,410 | 6,532,206 | 93,705,062 | 1,361,963 | (109,604,016) | 71,631 | (6,980,086) | |
Beginning balance, shares at Sep. 30, 2021 | 5,000 | 75,721,684 | ||||||||
Common stock issued pursuant to acquisitions | $ 1,063 | (85,975) | 84,913 | |||||||
Common stock issued pursuant to acquisitions, shares | 212,500 | |||||||||
Net income (loss) | 1,317,537 | (3,385,175) | (2,067,638) | |||||||
Foreign currency translation | 325 | 325 | ||||||||
Ending balance, value at Dec. 31, 2021 | 100 | 50 | 350,922 | 429,875 | 101,514,977 | 805,256 | (112,989,191) | 71,956 | (9,816,055) | |
Stock-based compensation | $ 2,500 | $ 1,103,087 | $ 1,105,587 | |||||||
Ending balance, shares at Dec. 31, 2021 | 10,002 | 5,000 | 70,184,184 | |||||||
Stock-based compensation, shares | 500,000 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (unaudited) - USD ($) | 6 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities: | ||
Net loss | $ (3,044,311) | $ (2,733,861) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 94,253 | 30,718 |
Stock compensation | 1,783,094 | 0 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (5,828,903) | 55,801 |
Other receivables | (74,325) | 19,173 |
Inventories | (535,387) | 21,573 |
Prepaid expenses and other current assets | 30,252 | (36,081) |
Accounts payable | 384,424 | (95,774) |
Accounts payable and accrued liabilities - related parties | 1,046,334 | 339,385 |
Accrued liabilities | 928,960 | 171,853 |
Accrued payroll taxes, penalties and interest | 49,528 | 237,008 |
Deferred revenue | 437,160 | (50,171) |
Net cash used in operating activities | (4,728,921) | (2,040,375) |
Cash flows from investing activities: | ||
Purchase of property and equipment | (232,988) | (102,523) |
Purchase of intangibles | (104,740) | |
Net cash used in investing activities | (337,728) | (102,523) |
Cash flows from financing activities: | ||
Proceeds from related party notes payable | 6,999,445 | 2,232,848 |
Net proceeds (repayments) from notes payable | (12,923) | 0 |
Distributions to noncontrolling interest | (1,874,245) | 0 |
Net cash provided by financing activities | 5,097,451 | 2,232,848 |
Net change in cash and cash equivalents | 30,802 | 89,950 |
Effect of exchange rate changes on cash | 39,669 | 21,545 |
Cash and cash equivalents at beginning of period | 110,285 | 75,165 |
Cash and cash equivalents at end of period | 180,756 | 186,660 |
Supplemental disclosure of cash flow information: | ||
Cash paid for income taxes | 0 | 0 |
Cash paid for interest | $ 0 | $ 0 |
Organization and Nature of Oper
Organization and Nature of Operations | 6 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Nature of Operations | 1. Organization and Nature of Operations Dalrada Financial Corporation, (“Dalrada”), a Wyoming Corporation, and its wholly owned subsidiaries (collectively, the “Company”, “we”, “us” or “our”) is a global solutions provider of clean energy, healthcare, technology, and precision engineering solutions. The company has locations in Malaysia, India, UK, and the USA. Our operating subsidiaries are Dalrada Precision, Dalrada Health Products, and Dalrada Technologies. The subsidiaries are positioned to service the clean energy, healthcare, and technology industries. We market numerous products and services which continuously build upon our core by bringing innovation to a complex new world. During calendar year 2021, the Company expanded its healthcare segment into education, health wellness and rejuvenation as well as COVID-19 testing. As consumers, businesses, and governments seek alternative solutions, Dalrada’s subsidiaries respond with affordable, accessible, and impactful innovations. The COVID-19 pandemic continues to evolve, and the extent to which COVID-19 may impact the Company’s business will depend on future developments, which are highly uncertain and cannot be predicted with confidence, such as the ultimate geographic spread of the disease, the duration of the pandemic, the emergence and impact of variants, vaccinations, travel restrictions and social distancing in the United States and other countries, business closures or business disruptions, and the effectiveness of actions taken in the United States and other countries to contain and treat the disease. While the Company experienced increased revenue levels in 2021 related to its COVID-19 testing business, these results are not expected to be indicative of future results. The Company's principal executive offices are located at 600 La Terraza Blvd., Escondido, California 92025. For more information about the Company’s products visit www.dalrada.com Going Concern These condensed 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 December 31, 2021, the Company has an accumulated deficit of $ 112,989,191 3,000,000 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Dec. 31, 2021 | |
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. We have prepared the accompanying condensed consolidated financial statements pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim financial reporting. These condensed 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 2022. Certain information and footnote disclosures normally included in condensed 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 condensed consolidated financial statements should be read in conjunction with the audited financial statements and accompanying notes. Revision of Prior Period Financial Statements In the Company’s quarterly report for the six months ended December 31, 2020, the Company included $ 600,000 165,000 (b) Principles of Consolidation These condensed 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), Dalrada Health, a company incorporated in the State of California, since October 2, 2018 (date of incorporation), as well as its subsidiaries (Likido, Prakat, Shark, IHG, Pacific Stem, Ignite, Empower, Solas) since their respective acquisition dates (see Note 3) and Controlling Interest in Pala (see Note 4) . All inter-company transactions and balances have been eliminated on consolidation. The condensed consolidated financial statements include the accounts of all entities controlled by the Company through its direct or indirect ownership of a majority voting interest. Additionally, the condensed consolidated financial statements include the accounts of variable interest entities (“VIEs”) in which the Company has a variable interest and for which the Company is the “primary beneficiary” as it has both: (1) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and (2) the obligation to absorb losses of the VIE that potentially could be significant to the VIE or the right to receive benefits from the VIE that potentially could be significant to the VIE. All significant intercompany accounts and transactions are eliminated in consolidation. Income attributable to the minority interest in the Company's majority owned and controlled consolidated subsidiaries is recorded as net income attributable to noncontrolling interests in the consolidated statements of operations and the noncontrolling interest is reflected as a separate component of consolidated stockholders' equity in the consolidated balance sheet. (c) Use of Estimates The preparation of these condensed 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 condensed 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, valuation of acquired assets and 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) Cash and Cash Equivalents The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents. (e) Concentrations of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents. The Company generally maintains balances in various operating accounts at financial institutions that management believes to be of high credit quality, in amounts that may exceed federally insured limits. The Company has not experienced any losses related to its cash and cash equivalents and does not believe that it is subject to unusual credit risk beyond the normal credit risk associated with commercial banking relationships. During the six months ended December 31, 2021, healthcare insurers and government payers accounted for over 75% $5,329,571 2,818,206 5,338,135 (f) Fair Value Measurements Pursuant to ASC 820, Fair Value Measurements and Disclosures Level 1 - applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Level 2 - applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. Level 3 - applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. The Company’s financial instruments consist principally of cash, accounts receivable, accounts payable and accrued liabilities, notes payable, and amounts due to related parties. Pursuant to ASC 820, the fair value of cash is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. The recorded values of all other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations. (g) Accounts Receivable Accounts receivable are derived from products and services delivered to customers and are stated at their net realizable value. Each month, the Company reviews its receivables on a customer-by-customer basis and evaluates whether an allowance for doubtful accounts is necessary based on any known or perceived collection issues. Any balances that are eventually deemed uncollectible are written off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. As of December 31, 2021 and June 30, 2021, the Company had an allowance of doubtful accounts of $ 48,135 37,465 Pala and Empower have a standardized approach to estimate the amount of consideration that we expect to be entitled to for its COVID-19 testing revenue, including the impact of contractual allowances (including payer denials), and patient price concessions. As a result of Pala and Empower’s limited transaction history, collection and payer reimbursement is based on industry standards and third-party experts. Adjustments to our estimated contractual allowances and implicit patient price concessions are recorded in the current period as changes in estimates. Although we have limited track record, further adjustments to the allowances, based on actual receipts, may be recorded upon settlement. (h) Inventory Inventory is recorded at the lower of cost or net realizable value on a first-in first-out basis. As of December 31, 2021 and June 30, 2021, inventory is comprised of raw materials purchased from suppliers, work-in-progress, and finished goods produced or purchased for resale. The Company establishes inventory reserves for estimated obsolete or unsaleable inventory equal to the difference between the cost of inventory and the estimated net realizable value based upon assumptions about future market conditions. (i) Property and Equipment Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation and amortization expense is recognized using the straight-line method over the estimated useful life of each asset, as follows: Schedule of property and equipment, estimated useful life Estimated Useful Life Computer and office equipment 3 5 Machinery and equipment 5 Leasehold improvements Shorter of lease term or useful life Estimated useful lives are periodically assessed to determine if changes are appropriate. Maintenance and repairs are charged to expense as incurred. When assets are retired or otherwise disposed of, the cost of these assets and related accumulated depreciation or amortization are eliminated from the balance sheet and any resulting gains or losses are included in the statement of operations loss in the period of disposal. (j) Business Combinations and Acquisitions The Company accounts for acquisitions in which it obtains control of one or more businesses as a business combination. The purchase price of the acquired businesses is allocated to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values at the acquisition date. The excess of the purchase price over those fair values is recognized as goodwill. During the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments, in the period in which they are determined, to the assets acquired and liabilities assumed with the corresponding offset to goodwill. If the assets acquired are not a business, the Company accounts for the transaction or other event as an asset acquisition. Under both methods, the Company recognizes the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquired entity. In addition, for transactions that are business combinations, the Company evaluates the existence of goodwill or a gain from a bargain purchase. (k) Impairment of Long-Lived Assets The Company reviews its long-lived assets (property and equipment) for impairment whenever events or circumstances indicate that the carrying amount of an asset may not be recoverable. If the sum of the expected cash flows, undiscounted, is less than the carrying amount of the asset, an impairment loss is recognized as the amount by which the carrying amount of the asset exceeds its fair value. Goodwill is tested annually at June 30 for impairment and upon the occurrence of certain events or substantive changes in circumstances. The annual goodwill impairment test allows for the option to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. An entity may choose to perform the qualitative assessment on none, some or all of its reporting units or an entity may bypass the qualitative assessment for any reporting unit and proceed directly to step one of the quantitative impairment test. If it is determined, on the basis of qualitative factors, that the fair value of a reporting unit is, more likely than not, less than its carrying value, the quantitative impairment test is required. The quantitative impairment test calculates any goodwill impairment as the difference between the carrying amount of a reporting unit and its fair value, but not to exceed the carrying amount of goodwill. As of December 31, 2021 and June 30, 2021, there were no significant qualitative factors that indicated goodwill was impaired. (l) Revenue Recognition The Company adopted ASU 2014-09, Revenue from Contracts with Customers · Identification of a contract with a customer; · Identification of the performance obligations in the contract; · Determination of the transaction price; · Allocation of the transaction price to the performance obligations in the contract; and · Recognition of revenue when or as the performance obligations are satisfied. Revenue is recognized when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. As a practical expedient, the Company does not adjust the transaction price for the effects of a significant financing component if, at contract inception, the period between customer payment and the transfer of goods or services is expected to be one year or less. The Company’s revenue is derived from the sales of its products, which represents net sales recorded in the Company’s condensed 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 condensed consolidated balance sheets. The Company estimates warranty claims reserves based on historical results and research and determined that a warranty reserve was not necessary as of December 31, 2021. The Company also earns service revenue from its other subsidiaries, including information technology and consulting services via Prakat, educational programs and courses via IHG, and stem cell therapy procedures from Pacific Stems. For Prakat and Pacific Stems, revenues are recognized when performance obligations have been satisfied and the services are complete. This is generally at a point of time upon written completion and client acceptance of the project, which represents transfer of control to the customer. For IHG, revenues are recognized over the course of a semester while services are performed. Net revenues from Pala accounted for over 75% of the Company’s total net revenues for the three and six months ended December 31, 2021 and primarily comprised of a high volume of relatively low-dollar transactions. Pala, which provides clinical testing services and other services, satisfies its performance obligations and recognizes revenues primarily upon completion of the testing process (when results are reported) or when services have been rendered. Pala does not invoice the patients themselves for testing but relies on healthcare insurers and government payers for reimbursement for COVID-19 testing. Pala has a standardized approach to estimate the amount of consideration that we expect to be entitled to, including the impact of contractual allowances (including payer denials), and patient price concessions. As a result of Pala’s limited transaction history, collection and payer reimbursement is based on industry standards and third-party experts. Adjustments to our estimated contractual allowances and implicit patient price concessions are recorded in the current period as changes in estimates. Although we have limited track record, further adjustments to the allowances, based on actual receipts, may be recorded upon settlement. Disaggregation of Revenue The following table presents the Company's revenue disaggregated by revenue source: Schedule of disaggregated revenue Three Months Ended Six Months Ended December 31, December 31, 2021 2020 2021 2020 Product sales - third parties $ 301,693 $ 123,090 $ 343,643 $ 496,873 Product sales - related party 14,575 39,115 29,884 57,648 Service revenue - third parties 5,062,756 243,312 9,613,850 562,889 Service revenue - related party 62,240 50,000 62,240 97,500 Total revenue $ 5,447,264 $ 455,517 $ 10,049,617 $ 1,214,910 Contract Balances The following table provides information about receivables and liabilities from contracts with customers: Schedule of receivables and contract liabilities December 31, June 30, 2021 2021 Accounts receivable, net $ 6,045,187 $ 265,812 Accounts receivable, net - related parties 119,480 69,952 Deferred revenue 657,159 219,999 The Company invoices customers based upon contractual billing schedules, and accounts receivable are recorded when the right to consideration becomes unconditional. Contract liabilities represent a set-up fee prepayment received from a customer in advance of performance obligations met. (m) Cost of Revenue Cost of revenue consists primarily of inventory sold for product sales and direct labor for information technology and consulting services. The following table is a breakdown of cost of revenue: Schedule of cost of revenue Three Months Ended Six Months Ended December 31, December 31, 2021 2020 2021 2020 Product sales $ 526,063 $ 315,763 $ 590,096 $ 397,143 Service revenue 1,530,280 143,070 2,670,582 295,118 Total cost of revenue $ 2,056,343 $ 458,833 $ 3,260,678 $ 692,261 (n) Advertising Advertising costs are expensed as incurred. During the six months ended December 31, 2021 and 2020, advertising expenses were approximately $ 228,000 15,000 (o) Stock-based Compensation The Company records stock-based compensation in accordance with ASC 718, Compensation – Stock Compensation 1,783,094 0 (p) Foreign Currency Translation The functional currency of the Company is the United States dollar. The functional currency of the Likido subsidiary is the British pound. The functional currency of Prakat is the Indian rupee. The financial statements of the Company’s subsidiaries were translated to United States dollars in accordance with ASC 830, Foreign Currency Translation Matters consolidated statements of operations. (q) Comprehensive Loss ASC 220, Comprehensive Income, (r) Non-controlling Interests Non-controlling interests are classified as a separate component of equity in the Company's consolidated balance sheets and statements of changes in stockholders’ equity. Net loss attributable to non-controlling interests are reflected separately from consolidated net loss in the consolidated statements of comprehensive loss and statements of changes in stockholders’ equity. Any change in ownership of a subsidiary while the controlling financial interest is retained is accounted for as an equity transaction between the controlling and non-controlling interests. In addition, when a subsidiary is deconsolidated, any retained non-controlling equity investment in the former subsidiary will be initially measured at fair value and the difference between the carrying value and fair value of the retained interest will be recorded as a gain or loss. As of December 31, 2021, non-controlling interests pertained to the Company’s Prakat and Pala subsidiaries. (s) Basic and Diluted Net Loss per Share The Company computes net income (loss) per share in accordance with ASC 260, Earnings per Share The weighted average number of common stock equivalents related to convertible notes payable of 0 57,628,876 1,000,000 0 8,775,000 0 There were no adjustments to the numerator during the three and six months ended December 31, 2021 and 2020. (t) Income Taxes The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, Accounting for Income Taxes (u) Recent Accounting Pronouncements 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. |
Ownership interest
Ownership interest - USD ($) | 1 Months Ended | |||
Aug. 31, 2021 | Dec. 31, 2021 | Nov. 30, 2021 | Dec. 31, 2020 | |
Dalrada Health [Member] | ||||
Ownership interest | 51.00% | |||
Dalrada Health [Member] | Partnership Agreement [Member] | ||||
Payment to jointventure | $ 500,000 | |||
Dalrada Health [Member] | J V Agreement [Member] | ||||
Number of shares issued | 250,000 | |||
Pala Diagnostics [Member] | ||||
Principal and interest | $ 210,435 | $ 7,334 | ||
Pala Diagnostics [Member] | Partnership Agreement [Member] | ||||
Related parties | $ 1,000,000 | |||
Interest rate | 24.00% | |||
Dalrada [Member] | J V Agreement [Member] | ||||
Research and development expenses | $ 58,560 |
Schedule of inventory
Schedule of inventory | 6 Months Ended |
Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Schedule of inventory | Schedule of inventory December 31, June 30, 2021 2021 Raw materials $ 423,130 $ 172,227 Finished goods 954,365 669,881 $ 1,377,495 $ 842,108 |
Schedule of property and equipment | Schedule of property and equipment December 31, June 30, 2021 2021 Machinery and equipment $ 515,404 $ 223,141 Leasehold improvements 333,285 323,669 Computer and office equipment 226,250 186,549 1,074,939 733,359 Less: Accumulated depreciation (299,678 ) (243,457 ) $ 775,261 $ 489,902 |
Schedule of Intangible assets, net | Schedule of Intangible assets, net December 31, 2021 Gross Accumulated Carrying Amount Amortization Value Amortized: Curriculum development $ 693,385 $ 63,560 $ 629,825 Licenses 95,000 – 95,000 Software 9,740 – 9,740 $ 798,125 $ 63,560 $ 734,565 June 30, 2021 Gross Accumulated Carrying Amount Amortization Value Amortized: Curriculum development $ 693,385 $ 28,891 $ 664,494 Licenses – – – $ 693,385 $ 28,891 $ 664,494 |
Accrued Payroll Taxes
Accrued Payroll Taxes | 6 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Accrued Payroll Taxes | 5. Accrued Payroll Taxes As of December 31, 2021, and June 30, 2021, the Company had $ 2,002,552 1,953,024 Accrued interest is compounded daily at an estimated effective interest rate of 7.33% 2,002,552 190,466 127,235 0 0 |
Notes Payable
Notes Payable | 6 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Notes Payable | 6. Notes Payable Notes Payable - Related Parties The following is a summary of notes payable – related parties at December 31, 2021 and June 30, 2021: Schedule of notes payable December 31, 2021 Outstanding Accrued Principal Interest Related entity 1 $ 6,147,021 $ 72,852 Related entity 2 6,549,422 54,849 Related entity 3 379,525 8,226 Related entity 4 650,708 117,620 Related entity 5 181,744 1,363 Related entity 6 32,750 246 $ 13,941,170 $ 255,156 June 30, 2021 Outstanding Accrued Principal Interest Related entity 1 $ 2,978,066 $ 29,875 Related entity 2 357,025 5,532 Related entity 3 3,087,689 47,728 Related entity 4 3,668,938 93,150 Related entity 5 417,237 5,862 $ 10,508,955 $ 182,147 In September 2021, the Company converted $ 4,428,589 102,054 6,937 Notes in the amount of $10,115,962 are unsecured and bear interest at 3% per annum. Notes in the amount of $3,542,130 do not have a stated interest rate and are included in current liabilities. $210,435 of notes payable is secured by accounts receivable (see Note 3. Investment in Pala Diagnostics for additional information). Each entity has significant influence or common ownership with the Company’s Chief Executive Officer. As of December 31, 2021 and June 30, 2021 total accrued interest for Notes Payable-Related Parties was $ 255,156 182,147 173,007 95,998 |
Convertible Note Payable _ Rela
Convertible Note Payable – Related Parties | 6 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Convertible Note Payable – Related Parties | 7. Convertible Note Payable – Related Parties As of June 30, 2019, the Company issued a convertible note for $ 1,875,000 3 0.034 1,875,000 112,500 In September 2021, the Company converted, along with the related party notes above, principal of $ 1,875,000 126,563 3,065 |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 8. Related Party Transactions The Company’s operations are funded by related parties either through cash advances payment of the Company’s expenditures, including payroll, on the Company’s behalf. These amounts are reflected as either accounts payable and accrued liabilities – related parties or notes payable – related parties in the consolidated Balance Sheets. As of December 31, 2021 and June 30, 2021, the Company owed $ 599,212 414,237 As of December 31, 2021 and June 30, 2021, the amount above includes $ 0 7,650 27,000 27,000 10,508,955 515,233 In September 2021, the Company converted related party notes and convertible notes of principal totaling $ 6,303,589 228,617 10,002 On July 1, 2019, the Company formalized an employment agreement with its Chief Executive Officer, which entitles him to compensation of three hundred and ninety-three thousand dollars ($393,000) per year. Annual increases will be up to 10% based performance criteria to be determined at a later date. He will be issued common stock of the Company sufficient to provide a 10% ownership position post reverse split which shares be maintained for a period of two years. In addition to all other benefits and compensation, he shall be eligible for a quarterly bonus of $47,000 based on if the Company achieves a net profit for that quarter. In the six months ended December 31, 2021, the Chief Executive Officer converted $ 131,000 In October 2021, the Company cancelled 6,500,000 The following is a summary of revenues recorded by the Company’s to related parties with common ownership: Summary of revenues Three Months Ended Six Months Ended December 31, December 31, 2021 2020 2021 2020 Dalrada Health $ 14,575 $ 39,115 $ 29,884 $ 57,648 Solas 56,240 – 56,240 – Prakat 6,000 50,000 6,000 97,500 $ 76,815 $ 89,115 $ 92,124 $ 155,148 See Notes 3, 6, 7, 8, 9, 10, and 11 for additional related party transactions. |
Preferred Stock
Preferred Stock | 6 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Preferred Stock | 9. Preferred Stock The Company has 100,000 0.01 5,000 10,002 6,532,206 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. Each share of Series G Convertible Preferred share converts into 2,177 shares of common stock (equivalent to converting the related equity dollars into common shares at $0.30 per share) |
Stockholders_ Equity
Stockholders’ Equity | 6 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Stockholders’ Equity | 10. Stockholders’ Equity Common Stock In August and December 2021, the Company issued 87,500 87,500 In September 2021, the Company repurchased 329,478 14,827 In September 2021, the Company issued 2,000,000 560,000 In October and December 2021, the Company issued 125,000 125,000 On October 28, 2021, 250,000 In December 2021, the Company issued 500,000 380,000 |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Stock-Based Compensation | 11. Stock-Based Compensation On May 10, 2021, the Company granted 1,000,000 0.47 10 0.43 430,027 On November 10, 2021, the Company cancelled 6,500,000 6,500,000 4,500,000 On November 30, 2021, the Company issued 2,275,000 825,000 0.45 0.73 1,651,093 In December 2021, the Company issued 500,000 0.76 500,000 377,500 During the six months ended December 31, 2021 and 2020, stock-based compensation expense was $ 1,783,094 0 |
Segment Reporting
Segment Reporting | 6 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Segment Reporting | 12. Segment Reporting Upon the Company’s acquisitions in the year ended June 30, 2020 and 2021, the Company manages its business and makes its decisions based on segments. The Company classifies its operations into 5 segments: Engineering, Health, Information Technology, Education, and Corporate. The Company evaluates the performance of its segments primarily based on revenues, operating income (loss) and net income (loss). Also included below is a breakout by segment for Inventory, PPE, Goodwill, and Total Assets. Segment information for the three and six months ended December 31, 2021 and 2020 is as follows: Schedule of segment information Three Months Ended December 31, 2021 Engineering Health Information Technology Education Corporate Inter-Segment Eliminations Consolidated Revenues $ 1,447,780 $ 4,197,213 $ 1,149,993 $ 178,073 $ 69,270 $ (1,595,065 ) $ 5,447,264 Income (loss) from Operations 45,530 2,083,838 162,693 (82,807 ) (3,007,287 ) (1,045,508 ) (1,843,541 ) Net income (loss) $ 32,255 $ 2,071,590 $ 161,934 $ (82,807 ) $ (3,103,594 ) $ (1,147,016 ) $ (2,067,638 ) Six Months Ended December 31, 2021 Engineering Health Information Technology Education Corporate Inter-Segment Eliminations Consolidated Revenues $ 1,463,197 $ 8,039,452 $ 1,854,537 $ 457,551 $ 138,540 $ (1,903,660 ) $ 10,049,617 Income (loss) from Operations (87,270 ) 4,367,553 21,860 (125,587 ) (5,405,048 ) (1,526,904 ) (2,755,396 ) Net income (loss) $ (113,857 ) $ 4,343,049 $ 19,621 $ (125,587 ) $ (5,595,514 ) $ (1,572,022 ) $ (3,044,311 ) Three Months Ended December 31, 2020 Engineering Health Information Technology Corporate Inter-Segment Eliminations Consolidated Revenues $ 273,052 $ 115,864 $ 433,857 $ – $ (367,256 ) $ 455,517 Loss from operations (425,758 ) (199,053 ) (93,649 ) (973,919 ) 14,475 (1,677,904 ) Net loss $ (400,793 ) $ (199,053 ) $ (97,081 ) $ (833,776 ) $ (293,817 ) $ (1,824,520 ) Six Months Ended December 31, 2020 Engineering Health Information Technology Corporate Inter-Segment Eliminations Consolidated Revenues $ 860,460 $ 188,314 $ 909,665 $ – $ (743,529 ) $ 1,214,910 Loss from operations (179,182 ) (320,139 ) (14,425 ) (1,814,527 ) (154,029 ) (2,482,302 ) Net loss $ (185,462 ) $ (320,139 ) $ (14,175 ) $ (1,561,789 ) $ (652,296 ) $ (2,733,861 ) Geographic Information The following table presents revenue by country: Schedule of revenue by country Six Months Ended December 31, 2021 2020 United States $ 8,808,629 $ 326,776 Europe 150,970 259,828 India 1,090,018 628,306 $ 10,049,617 $ 1,214,910 The following table presents inventories by country: Schedule of inventories by country December 31, June 30, 2021 2021 United States $ 766,231 $ 335,036 Europe 611,264 507,072 $ 1,377,495 $ 842,108 The following table presents property and equipment, net, by country: Schedule of property and equipment by country December 31, June 30, 2021 2021 United States $ 264,890 $ 221,308 Europe 497,050 256,888 India 13,321 11,706 $ 775,261 $ 489,902 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 13. Commitments and Contingencies Lease Commitments The Company determines if an arrangement is a lease at inception. This determination generally depends on whether the arrangement conveys to the Company the right to control the use of an explicitly or implicitly identified fixed asset for a period of time in exchange for consideration. Control of an underlying asset is conveyed to the Company if the Company obtains the rights to direct the use of and to obtain substantially all of the economic benefits from using the underlying asset. The Company has lease agreements which include lease and non-lease components, which the Company has elected to account for as a single lease component for all classes of underlying assets. Lease expense for variable lease components is recognized when the obligation is probable. Operating lease right of use (“ROU”) assets and lease liabilities are recognized at commencement date based on the present value of lease payments over the lease term. Operating lease payments are recognized as lease expense on a straight-line basis over the lease term. The Company primarily leases buildings (real estate) which are classified as operating leases. ASC 842 requires a lessee to discount its unpaid lease payments using the interest rate implicit in the lease or, if that rate cannot be readily determined, its incremental borrowing rate. As an implicit interest rate is not readily determinable in the Company's leases, the incremental borrowing rate is used based on the information available at commencement date in determining the present value of lease payments. The lease term for all of the Company's leases includes the non-cancellable period of the lease plus any additional periods covered by either a Company option to extend (or not to terminate) the lease that the Company is reasonably certain to exercise, or an option to extend (or not to terminate) the lease controlled by the lessor. Options for lease renewals have been excluded from the lease term (and lease liability) for the majority of the Company's leases as the reasonably certain threshold is not met. Lease payments included in the measurement of the lease liability are comprised of fixed payments, variable payments that depend on index or rate, and amounts probable to be payable under the exercise of the Company option to purchase the underlying asset if reasonably certain. Variable lease payments not dependent on a rate or index associated with the Company's leases are recognized when the event, activity, or circumstance in the lease agreement on which those payments are assessed as probable. Variable lease payments are presented as operating expenses in the Company's income statement in the same line item as expense arising from fixed lease payments. As of and during the three months ended September 3, 2021, management determined that there were no variable lease costs. Right of Use Asset In May 2020, the Company entered into a 5 five-year lease agreement to lease a commercial building in Escondido, California. The building is owned by a related party. The Company recognized a right of use asset and liability of $ 822,389 3.0 53,399 99,020 198,040 In May 2020, the Company entered into 3 three-year lease agreement to lease a warehouse in Brownsville, Texas. The Company recognized a right of use asset and liability of $ 177,124 3.0 8,399 The Company’s Prakat subsidiary entered into a lease agreement to lease office space through September 2026. The Company recognized a right of use asset and liability of $ 140,874 9.2 In August 2020, the Company’s Likido subsidiary entered in a new operating agreement for warehouse space. The lease matured in July 2021. In June 2017, the Company’s IHG subsidiary entered into a lease for 3 separate office suites in San Diego, California. The lease expires in January 2022. In May 2021, the Company’s PSC subsidiary entered into a three 3 year and 6-month lease agreement to lease a medical office space in Poway, California. The Company recognized a right of use asset and liability of $ 277,856 3.0 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | 14. Subsequent Events On February 4, 2022, the Company entered into a securities purchase agreement with YA II PN, Ltd. for issuance and sale of convertible debentures (the “Debentures”) in the aggregate principal amount of $3,000,000, with the purchase price equal to 96% of the principal amount. The Debentures have a fixed conversion price of $0.9151 per share. The principal and interest, which will accrue at a rate of 5% per annum, payable under the Debentures will mature 15 months from the issuance date (the “Maturity Date”), unless earlier converted or redeemed by the Company. Beginning on May 1, 2022, the Principal amount plus a 20% redemption premium and plus accrued and unpaid interest will be subject to monthly redemption Debentures included warrant coverage of 983,499 warrants at an exercise price of $0.9151 and expire on February 4, 2026. The warrant’s conversion price on the convertible note and exercise price on warrants have anti-dilution provisions. A Consulting Agreement with Carter, Terry & Company, provided for fees associated with the Debentures of $230,400 in cash and restricted shares equal to 192,000. The company has received net proceeds of $1,920,000 on February 7, 2022. Management has reviewed all subsequent events through March 15, 2022. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Dec. 31, 2021 | |
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. We have prepared the accompanying condensed consolidated financial statements pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim financial reporting. These condensed 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 2022. Certain information and footnote disclosures normally included in condensed 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 condensed consolidated financial statements should be read in conjunction with the audited financial statements and accompanying notes. Revision of Prior Period Financial Statements In the Company’s quarterly report for the six months ended December 31, 2020, the Company included $ 600,000 165,000 |
Principles of Consolidation | (b) Principles of Consolidation These condensed 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), Dalrada Health, a company incorporated in the State of California, since October 2, 2018 (date of incorporation), as well as its subsidiaries (Likido, Prakat, Shark, IHG, Pacific Stem, Ignite, Empower, Solas) since their respective acquisition dates (see Note 3) and Controlling Interest in Pala (see Note 4) . All inter-company transactions and balances have been eliminated on consolidation. The condensed consolidated financial statements include the accounts of all entities controlled by the Company through its direct or indirect ownership of a majority voting interest. Additionally, the condensed consolidated financial statements include the accounts of variable interest entities (“VIEs”) in which the Company has a variable interest and for which the Company is the “primary beneficiary” as it has both: (1) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and (2) the obligation to absorb losses of the VIE that potentially could be significant to the VIE or the right to receive benefits from the VIE that potentially could be significant to the VIE. All significant intercompany accounts and transactions are eliminated in consolidation. Income attributable to the minority interest in the Company's majority owned and controlled consolidated subsidiaries is recorded as net income attributable to noncontrolling interests in the consolidated statements of operations and the noncontrolling interest is reflected as a separate component of consolidated stockholders' equity in the consolidated balance sheet. |
Use of Estimates | (c) Use of Estimates The preparation of these condensed 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 condensed 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, valuation of acquired assets and 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. |
Cash and Cash Equivalents | (d) Cash and Cash Equivalents The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents. |
Concentrations of Credit Risk | (e) Concentrations of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents. The Company generally maintains balances in various operating accounts at financial institutions that management believes to be of high credit quality, in amounts that may exceed federally insured limits. The Company has not experienced any losses related to its cash and cash equivalents and does not believe that it is subject to unusual credit risk beyond the normal credit risk associated with commercial banking relationships. During the six months ended December 31, 2021, healthcare insurers and government payers accounted for over 75% $5,329,571 2,818,206 5,338,135 |
Fair Value Measurements | (f) Fair Value Measurements Pursuant to ASC 820, Fair Value Measurements and Disclosures Level 1 - applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Level 2 - applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. Level 3 - applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. The Company’s financial instruments consist principally of cash, accounts receivable, accounts payable and accrued liabilities, notes payable, and amounts due to related parties. Pursuant to ASC 820, the fair value of cash is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. The recorded values of all other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations. |
Accounts Receivable | (g) Accounts Receivable Accounts receivable are derived from products and services delivered to customers and are stated at their net realizable value. Each month, the Company reviews its receivables on a customer-by-customer basis and evaluates whether an allowance for doubtful accounts is necessary based on any known or perceived collection issues. Any balances that are eventually deemed uncollectible are written off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. As of December 31, 2021 and June 30, 2021, the Company had an allowance of doubtful accounts of $ 48,135 37,465 Pala and Empower have a standardized approach to estimate the amount of consideration that we expect to be entitled to for its COVID-19 testing revenue, including the impact of contractual allowances (including payer denials), and patient price concessions. As a result of Pala and Empower’s limited transaction history, collection and payer reimbursement is based on industry standards and third-party experts. Adjustments to our estimated contractual allowances and implicit patient price concessions are recorded in the current period as changes in estimates. Although we have limited track record, further adjustments to the allowances, based on actual receipts, may be recorded upon settlement. |
Inventory | (h) Inventory Inventory is recorded at the lower of cost or net realizable value on a first-in first-out basis. As of December 31, 2021 and June 30, 2021, inventory is comprised of raw materials purchased from suppliers, work-in-progress, and finished goods produced or purchased for resale. The Company establishes inventory reserves for estimated obsolete or unsaleable inventory equal to the difference between the cost of inventory and the estimated net realizable value based upon assumptions about future market conditions. |
Property and Equipment | (i) Property and Equipment Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation and amortization expense is recognized using the straight-line method over the estimated useful life of each asset, as follows: Schedule of property and equipment, estimated useful life Estimated Useful Life Computer and office equipment 3 5 Machinery and equipment 5 Leasehold improvements Shorter of lease term or useful life Estimated useful lives are periodically assessed to determine if changes are appropriate. Maintenance and repairs are charged to expense as incurred. When assets are retired or otherwise disposed of, the cost of these assets and related accumulated depreciation or amortization are eliminated from the balance sheet and any resulting gains or losses are included in the statement of operations loss in the period of disposal. |
Business Combinations and Acquisitions | (j) Business Combinations and Acquisitions The Company accounts for acquisitions in which it obtains control of one or more businesses as a business combination. The purchase price of the acquired businesses is allocated to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values at the acquisition date. The excess of the purchase price over those fair values is recognized as goodwill. During the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments, in the period in which they are determined, to the assets acquired and liabilities assumed with the corresponding offset to goodwill. If the assets acquired are not a business, the Company accounts for the transaction or other event as an asset acquisition. Under both methods, the Company recognizes the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquired entity. In addition, for transactions that are business combinations, the Company evaluates the existence of goodwill or a gain from a bargain purchase. |
Impairment of Long-Lived Assets | (k) Impairment of Long-Lived Assets The Company reviews its long-lived assets (property and equipment) for impairment whenever events or circumstances indicate that the carrying amount of an asset may not be recoverable. If the sum of the expected cash flows, undiscounted, is less than the carrying amount of the asset, an impairment loss is recognized as the amount by which the carrying amount of the asset exceeds its fair value. Goodwill is tested annually at June 30 for impairment and upon the occurrence of certain events or substantive changes in circumstances. The annual goodwill impairment test allows for the option to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. An entity may choose to perform the qualitative assessment on none, some or all of its reporting units or an entity may bypass the qualitative assessment for any reporting unit and proceed directly to step one of the quantitative impairment test. If it is determined, on the basis of qualitative factors, that the fair value of a reporting unit is, more likely than not, less than its carrying value, the quantitative impairment test is required. The quantitative impairment test calculates any goodwill impairment as the difference between the carrying amount of a reporting unit and its fair value, but not to exceed the carrying amount of goodwill. As of December 31, 2021 and June 30, 2021, there were no significant qualitative factors that indicated goodwill was impaired. |
Revenue Recognition | (l) Revenue Recognition The Company adopted ASU 2014-09, Revenue from Contracts with Customers · Identification of a contract with a customer; · Identification of the performance obligations in the contract; · Determination of the transaction price; · Allocation of the transaction price to the performance obligations in the contract; and · Recognition of revenue when or as the performance obligations are satisfied. Revenue is recognized when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. As a practical expedient, the Company does not adjust the transaction price for the effects of a significant financing component if, at contract inception, the period between customer payment and the transfer of goods or services is expected to be one year or less. The Company’s revenue is derived from the sales of its products, which represents net sales recorded in the Company’s condensed 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 condensed consolidated balance sheets. The Company estimates warranty claims reserves based on historical results and research and determined that a warranty reserve was not necessary as of December 31, 2021. The Company also earns service revenue from its other subsidiaries, including information technology and consulting services via Prakat, educational programs and courses via IHG, and stem cell therapy procedures from Pacific Stems. For Prakat and Pacific Stems, revenues are recognized when performance obligations have been satisfied and the services are complete. This is generally at a point of time upon written completion and client acceptance of the project, which represents transfer of control to the customer. For IHG, revenues are recognized over the course of a semester while services are performed. Net revenues from Pala accounted for over 75% of the Company’s total net revenues for the three and six months ended December 31, 2021 and primarily comprised of a high volume of relatively low-dollar transactions. Pala, which provides clinical testing services and other services, satisfies its performance obligations and recognizes revenues primarily upon completion of the testing process (when results are reported) or when services have been rendered. Pala does not invoice the patients themselves for testing but relies on healthcare insurers and government payers for reimbursement for COVID-19 testing. Pala has a standardized approach to estimate the amount of consideration that we expect to be entitled to, including the impact of contractual allowances (including payer denials), and patient price concessions. As a result of Pala’s limited transaction history, collection and payer reimbursement is based on industry standards and third-party experts. Adjustments to our estimated contractual allowances and implicit patient price concessions are recorded in the current period as changes in estimates. Although we have limited track record, further adjustments to the allowances, based on actual receipts, may be recorded upon settlement. Disaggregation of Revenue The following table presents the Company's revenue disaggregated by revenue source: Schedule of disaggregated revenue Three Months Ended Six Months Ended December 31, December 31, 2021 2020 2021 2020 Product sales - third parties $ 301,693 $ 123,090 $ 343,643 $ 496,873 Product sales - related party 14,575 39,115 29,884 57,648 Service revenue - third parties 5,062,756 243,312 9,613,850 562,889 Service revenue - related party 62,240 50,000 62,240 97,500 Total revenue $ 5,447,264 $ 455,517 $ 10,049,617 $ 1,214,910 Contract Balances The following table provides information about receivables and liabilities from contracts with customers: Schedule of receivables and contract liabilities December 31, June 30, 2021 2021 Accounts receivable, net $ 6,045,187 $ 265,812 Accounts receivable, net - related parties 119,480 69,952 Deferred revenue 657,159 219,999 The Company invoices customers based upon contractual billing schedules, and accounts receivable are recorded when the right to consideration becomes unconditional. Contract liabilities represent a set-up fee prepayment received from a customer in advance of performance obligations met. |
Cost of Revenue | (m) Cost of Revenue Cost of revenue consists primarily of inventory sold for product sales and direct labor for information technology and consulting services. The following table is a breakdown of cost of revenue: Schedule of cost of revenue Three Months Ended Six Months Ended December 31, December 31, 2021 2020 2021 2020 Product sales $ 526,063 $ 315,763 $ 590,096 $ 397,143 Service revenue 1,530,280 143,070 2,670,582 295,118 Total cost of revenue $ 2,056,343 $ 458,833 $ 3,260,678 $ 692,261 |
Advertising | (n) Advertising Advertising costs are expensed as incurred. During the six months ended December 31, 2021 and 2020, advertising expenses were approximately $ 228,000 15,000 |
Stock-based Compensation | (o) Stock-based Compensation The Company records stock-based compensation in accordance with ASC 718, Compensation – Stock Compensation 1,783,094 0 |
Foreign Currency Translation | (p) Foreign Currency Translation The functional currency of the Company is the United States dollar. The functional currency of the Likido subsidiary is the British pound. The functional currency of Prakat is the Indian rupee. The financial statements of the Company’s subsidiaries were translated to United States dollars in accordance with ASC 830, Foreign Currency Translation Matters consolidated statements of operations. |
Comprehensive Loss | (q) Comprehensive Loss ASC 220, Comprehensive Income, |
Non-controlling Interests | (r) Non-controlling Interests Non-controlling interests are classified as a separate component of equity in the Company's consolidated balance sheets and statements of changes in stockholders’ equity. Net loss attributable to non-controlling interests are reflected separately from consolidated net loss in the consolidated statements of comprehensive loss and statements of changes in stockholders’ equity. Any change in ownership of a subsidiary while the controlling financial interest is retained is accounted for as an equity transaction between the controlling and non-controlling interests. In addition, when a subsidiary is deconsolidated, any retained non-controlling equity investment in the former subsidiary will be initially measured at fair value and the difference between the carrying value and fair value of the retained interest will be recorded as a gain or loss. As of December 31, 2021, non-controlling interests pertained to the Company’s Prakat and Pala subsidiaries. |
Basic and Diluted Net Loss per Share | (s) Basic and Diluted Net Loss per Share The Company computes net income (loss) per share in accordance with ASC 260, Earnings per Share The weighted average number of common stock equivalents related to convertible notes payable of 0 57,628,876 1,000,000 0 8,775,000 0 There were no adjustments to the numerator during the three and six months ended December 31, 2021 and 2020. |
Income Taxes | (t) Income Taxes The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, Accounting for Income Taxes |
Recent Accounting Pronouncements | (u) Recent Accounting Pronouncements 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. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of disaggregated revenue | Schedule of disaggregated revenue Three Months Ended Six Months Ended December 31, December 31, 2021 2020 2021 2020 Product sales - third parties $ 301,693 $ 123,090 $ 343,643 $ 496,873 Product sales - related party 14,575 39,115 29,884 57,648 Service revenue - third parties 5,062,756 243,312 9,613,850 562,889 Service revenue - related party 62,240 50,000 62,240 97,500 Total revenue $ 5,447,264 $ 455,517 $ 10,049,617 $ 1,214,910 |
Schedule of receivables and contract liabilities | Schedule of receivables and contract liabilities December 31, June 30, 2021 2021 Accounts receivable, net $ 6,045,187 $ 265,812 Accounts receivable, net - related parties 119,480 69,952 Deferred revenue 657,159 219,999 |
Ownership interest (Tables)
Ownership interest (Tables) | 6 Months Ended |
Dec. 31, 2021 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Schedule of Inventory, Current [Table Text Block] | Schedule of inventory December 31, June 30, 2021 2021 Raw materials $ 423,130 $ 172,227 Finished goods 954,365 669,881 $ 1,377,495 $ 842,108 |
Notes Payable (Tables)
Notes Payable (Tables) | 6 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of notes payable | Schedule of notes payable December 31, 2021 Outstanding Accrued Principal Interest Related entity 1 $ 6,147,021 $ 72,852 Related entity 2 6,549,422 54,849 Related entity 3 379,525 8,226 Related entity 4 650,708 117,620 Related entity 5 181,744 1,363 Related entity 6 32,750 246 $ 13,941,170 $ 255,156 June 30, 2021 Outstanding Accrued Principal Interest Related entity 1 $ 2,978,066 $ 29,875 Related entity 2 357,025 5,532 Related entity 3 3,087,689 47,728 Related entity 4 3,668,938 93,150 Related entity 5 417,237 5,862 $ 10,508,955 $ 182,147 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 6 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Schedule of segment information | Schedule of segment information Three Months Ended December 31, 2021 Engineering Health Information Technology Education Corporate Inter-Segment Eliminations Consolidated Revenues $ 1,447,780 $ 4,197,213 $ 1,149,993 $ 178,073 $ 69,270 $ (1,595,065 ) $ 5,447,264 Income (loss) from Operations 45,530 2,083,838 162,693 (82,807 ) (3,007,287 ) (1,045,508 ) (1,843,541 ) Net income (loss) $ 32,255 $ 2,071,590 $ 161,934 $ (82,807 ) $ (3,103,594 ) $ (1,147,016 ) $ (2,067,638 ) Six Months Ended December 31, 2021 Engineering Health Information Technology Education Corporate Inter-Segment Eliminations Consolidated Revenues $ 1,463,197 $ 8,039,452 $ 1,854,537 $ 457,551 $ 138,540 $ (1,903,660 ) $ 10,049,617 Income (loss) from Operations (87,270 ) 4,367,553 21,860 (125,587 ) (5,405,048 ) (1,526,904 ) (2,755,396 ) Net income (loss) $ (113,857 ) $ 4,343,049 $ 19,621 $ (125,587 ) $ (5,595,514 ) $ (1,572,022 ) $ (3,044,311 ) Three Months Ended December 31, 2020 Engineering Health Information Technology Corporate Inter-Segment Eliminations Consolidated Revenues $ 273,052 $ 115,864 $ 433,857 $ – $ (367,256 ) $ 455,517 Loss from operations (425,758 ) (199,053 ) (93,649 ) (973,919 ) 14,475 (1,677,904 ) Net loss $ (400,793 ) $ (199,053 ) $ (97,081 ) $ (833,776 ) $ (293,817 ) $ (1,824,520 ) Six Months Ended December 31, 2020 Engineering Health Information Technology Corporate Inter-Segment Eliminations Consolidated Revenues $ 860,460 $ 188,314 $ 909,665 $ – $ (743,529 ) $ 1,214,910 Loss from operations (179,182 ) (320,139 ) (14,425 ) (1,814,527 ) (154,029 ) (2,482,302 ) Net loss $ (185,462 ) $ (320,139 ) $ (14,175 ) $ (1,561,789 ) $ (652,296 ) $ (2,733,861 ) |
Schedule of revenue by country | Schedule of revenue by country Six Months Ended December 31, 2021 2020 United States $ 8,808,629 $ 326,776 Europe 150,970 259,828 India 1,090,018 628,306 $ 10,049,617 $ 1,214,910 |
Organization and Nature of Op_2
Organization and Nature of Operations (Details Narrative) - USD ($) | Dec. 31, 2021 | Jun. 30, 2021 |
Subsequent Event [Line Items] | ||
Accumulated deficit | $ 112,989,191 | $ 107,338,174 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details - Estimated useful life) | 6 Months Ended |
Dec. 31, 2021 | |
Office Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Estimated Useful Lives | 3 |
Office Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Estimated Useful Lives | 5 |
Machinery and Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Estimated Useful Lives | 5 |
Leasehold Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Estimated Useful Lives | Shorter of lease term or useful life |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details - Revenue) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Product Information [Line Items] | ||||
Revenues | $ 5,447,264 | $ 455,517 | $ 10,049,617 | $ 1,214,910 |
Product Sales Third Parties [Member] | ||||
Product Information [Line Items] | ||||
Revenues | 301,693 | 123,090 | 343,643 | 496,873 |
Product Sales Related Parties [Member] | ||||
Product Information [Line Items] | ||||
Revenues | 14,575 | 39,115 | 29,884 | 57,648 |
Service Revenue Third Parties [Member] | ||||
Product Information [Line Items] | ||||
Revenues | 5,062,756 | 243,312 | 9,613,850 | 562,889 |
Service Revenue Related Party [Member] | ||||
Product Information [Line Items] | ||||
Revenues | $ 62,240 | $ 50,000 | $ 62,240 | $ 97,500 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details - Receivables and contract liabilities) - USD ($) | Dec. 31, 2021 | Jun. 30, 2021 |
Accounting Policies [Abstract] | ||
Accounts receivable, net | $ 6,045,187 | $ 265,812 |
Accounts receivable, net - related parties | 119,480 | 69,952 |
Deferred revenue | $ 657,159 | $ 219,999 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies (Details - Cost of revenue) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Product Information [Line Items] | ||||
Cost of revenue | $ 2,056,343 | $ 458,833 | $ 3,260,678 | $ 692,261 |
Product Sales [Member] | ||||
Product Information [Line Items] | ||||
Cost of revenue | 526,063 | 315,763 | 590,096 | 397,143 |
Service [Member] | ||||
Product Information [Line Items] | ||||
Cost of revenue | $ 1,530,280 | $ 143,070 | $ 2,670,582 | $ 295,118 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2021 | |
Product Information [Line Items] | |||||
Revenues | $ 5,447,264 | $ 455,517 | $ 10,049,617 | $ 1,214,910 | |
Cost of Goods and Services Sold | 2,056,343 | $ 458,833 | 3,260,678 | 692,261 | |
Accounts receivable | 6,045,187 | 6,045,187 | $ 265,812 | ||
Allowance for doubtful accounts | 48,135 | 48,135 | $ 37,465 | ||
Advertising expenses | 228,000 | 15,000 | |||
Stock-based compensation expenses | $ 1,783,094 | $ 0 | |||
Convertible Notes Payables [Member] | |||||
Product Information [Line Items] | |||||
Antidilutive securities excluded from computation of earnings per share, amount | 0 | 57,628,876 | |||
Equity Option [Member] | |||||
Product Information [Line Items] | |||||
Antidilutive securities excluded from computation of earnings per share, amount | 1,000,000 | 0 | |||
Warrant [Member] | |||||
Product Information [Line Items] | |||||
Antidilutive securities excluded from computation of earnings per share, amount | 8,775,000 | 0 | |||
Healthcare Insurers [Member] | |||||
Product Information [Line Items] | |||||
Revenues | $ 5,329,571 | ||||
Government Payers [Member] | |||||
Product Information [Line Items] | |||||
Revenues | 2,818,206 | ||||
Healthcare Insurers And Government Payers [Member] | |||||
Product Information [Line Items] | |||||
Accounts receivable | $ 5,338,135 | $ 5,338,135 | |||
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Healthcare Insurers And Government Payers [Member] | |||||
Product Information [Line Items] | |||||
Concentrations of credit risk | 75.00% | ||||
Dalrada Precision [Member] | |||||
Product Information [Line Items] | |||||
Revenues | $ 600,000 | ||||
Cost of Goods and Services Sold | $ 165,000 |
Selected Balance Sheet Elements
Selected Balance Sheet Elements (Details - Inventories) - USD ($) | Dec. 31, 2021 | Jun. 30, 2021 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 423,130 | $ 172,227 |
Finished goods | 954,365 | 669,881 |
Inventory, Net | $ 1,377,495 | $ 842,108 |
Selected Balance Sheet Elemen_2
Selected Balance Sheet Elements (Details - Property and equipment) - USD ($) | Dec. 31, 2021 | Jun. 30, 2021 |
Inventory Disclosure [Abstract] | ||
Machinery and equipment | $ 515,404 | $ 223,141 |
Leasehold improvements | 333,285 | 323,669 |
Computer and office equipment | 226,250 | 186,549 |
Property, Plant and Equipment, Gross | 1,074,939 | 733,359 |
Less: Accumulated depreciation | (299,678) | (243,457) |
Property, Plant and Equipment, Net | $ 775,261 | $ 489,902 |
Selected Balance Sheet Elemen_3
Selected Balance Sheet Elements (Details - Intangible Assets, Net) - USD ($) | Dec. 31, 2021 | Jun. 30, 2021 |
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | $ 798,125 | $ 693,385 |
Finite-Lived Intangible Assets, Accumulated Amortization | 63,560 | 28,891 |
Finite-Lived Intangible Assets, Net | 734,565 | 664,494 |
Curriculum Development [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | 693,385 | 693,385 |
Finite-Lived Intangible Assets, Accumulated Amortization | 63,560 | 28,891 |
Finite-Lived Intangible Assets, Net | 629,825 | 664,494 |
License [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | 95,000 | |
Finite-Lived Intangible Assets, Accumulated Amortization | ||
Finite-Lived Intangible Assets, Net | 95,000 | |
Software Development [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | 9,740 | |
Finite-Lived Intangible Assets, Accumulated Amortization | ||
Finite-Lived Intangible Assets, Net | $ 9,740 |
Schedule of inventory (Details
Schedule of inventory (Details Narrative) - USD ($) | 6 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Inventory Disclosure [Abstract] | ||
Depreciation and amortization expense | $ 58,814 | $ 30,718 |
Amortization expense | $ 35,439 | $ 0 |
Accrued Payroll Taxes (Details
Accrued Payroll Taxes (Details Narrative) - USD ($) | 6 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2021 | |
Payables and Accruals [Abstract] | |||
Revenue service amount | $ 2,002,552 | $ 1,953,024 | |
Penalties and interest expense | $ 190,466 | $ 127,235 |
Notes Payable (Details - Notes
Notes Payable (Details - Notes payable) - USD ($) | Dec. 31, 2021 | Jun. 30, 2021 |
Debt Instrument [Line Items] | ||
Notes payable | $ 13,941,170 | $ 10,508,955 |
Accrued interest | 255,156 | 182,147 |
Note Payable Related Entity One [Member] | ||
Debt Instrument [Line Items] | ||
Notes payable | 6,147,021 | 2,978,066 |
Accrued interest | 72,852 | 29,875 |
Note Payable Related Entity Two [Member] | ||
Debt Instrument [Line Items] | ||
Notes payable | 6,549,422 | 357,025 |
Accrued interest | 54,849 | 5,532 |
Note Payable Related Party Entity Three [Member] | ||
Debt Instrument [Line Items] | ||
Notes payable | 379,525 | 3,087,689 |
Accrued interest | 8,226 | 47,728 |
Note Payable Related Party Entityfour [Member] | ||
Debt Instrument [Line Items] | ||
Notes payable | 650,708 | 3,668,938 |
Accrued interest | 117,620 | 93,150 |
Note Payable Related Party Entityfive [Member] | ||
Debt Instrument [Line Items] | ||
Notes payable | 181,744 | 417,237 |
Accrued interest | 1,363 | $ 5,862 |
Note Payable Related Party Entity Six [Member] | ||
Debt Instrument [Line Items] | ||
Notes payable | 32,750 | |
Accrued interest | $ 246 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2021 | Jun. 30, 2021 | |
Debt Securities, Held-to-maturity, Allowance for Credit Loss [Line Items] | |||||
Debt instrument converted | $ 6,532,206 | ||||
Interest payable, related parties | $ 255,156 | $ 182,147 | |||
Notes Payable Related Parties [Member] | |||||
Debt Securities, Held-to-maturity, Allowance for Credit Loss [Line Items] | |||||
Interest payable, related parties | 255,156 | $ 182,147 | |||
Interest expense, related parties | $ 173,007 | $ 95,998 | |||
Series G Convertible Preferred Stock [Member] | |||||
Debt Securities, Held-to-maturity, Allowance for Credit Loss [Line Items] | |||||
Number of shares converted | 6,937 | ||||
Principal [Member] | |||||
Debt Securities, Held-to-maturity, Allowance for Credit Loss [Line Items] | |||||
Debt instrument converted | $ 4,428,589 | ||||
Accrued Interest [Member] | |||||
Debt Securities, Held-to-maturity, Allowance for Credit Loss [Line Items] | |||||
Debt instrument converted | $ 102,054 |
Convertible Note Payable _ Re_2
Convertible Note Payable – Related Parties (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Jun. 30, 2019 | |
Defined Benefit Plan Disclosure [Line Items] | ||||||
Convertible note payable - related party | $ 1,875,000 | |||||
Debt instrument converted | $ 6,532,206 | |||||
Accrued interest | $ 112,500 | |||||
Series G Convertible Preferred Stock [Member] | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Number of shares converted | 6,937 | |||||
Principal [Member] | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Debt instrument converted | $ 4,428,589 | |||||
Accrued Interest [Member] | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Debt instrument converted | $ 102,054 | |||||
Chief Executive Officer [Member] | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Convertible note payable - related party | $ 1,875,000 | |||||
Debt stated interest rate | 3.00% | |||||
Conversion price | $ 0.034 | |||||
Debt instrument converted | 6,532,206 | |||||
Chief Executive Officer [Member] | Series G Convertible Preferred Stock [Member] | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Number of shares converted | 3,065 | |||||
Chief Executive Officer [Member] | Principal [Member] | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Debt instrument converted | $ 1,875,000 | $ 1,875,000 | ||||
Chief Executive Officer [Member] | Accrued Interest [Member] | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Debt instrument converted | $ 126,563 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Related Party Transaction [Line Items] | ||||
Revenues - related party | $ 76,815 | $ 89,115 | $ 92,124 | $ 155,148 |
Dalrada Health [Member] | ||||
Related Party Transaction [Line Items] | ||||
Revenues - related party | 14,575 | 39,115 | 29,884 | 57,648 |
Prakat [Member] | ||||
Related Party Transaction [Line Items] | ||||
Revenues - related party | $ 6,000 | $ 50,000 | $ 6,000 | $ 97,500 |
Related Party Transactions (D_2
Related Party Transactions (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||||
Oct. 31, 2021 | Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2021 | Jun. 30, 2021 | |
Related Party Transaction [Line Items] | ||||||||
Outstanding principal | $ 10,508,955 | |||||||
Accounts payable and accrued liabilities related parties | 515,233 | |||||||
Debt instrument converted | $ 6,532,206 | |||||||
Number of shares issued to directors | 6,500,000 | |||||||
Principal [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Debt instrument converted | $ 4,428,589 | |||||||
Accrued Interest [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Debt instrument converted | $ 102,054 | |||||||
Chief Executive Officer [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Management fees | 27,000 | $ 27,000 | ||||||
Debt instrument converted | 6,532,206 | |||||||
Accrued salary | 131,000 | |||||||
Chief Executive Officer [Member] | Principal [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Debt instrument converted | $ 1,875,000 | 1,875,000 | ||||||
Chief Executive Officer [Member] | Accrued Interest [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Debt instrument converted | $ 126,563 | |||||||
Chief Executive Officer [Member] | Accrued Salary [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Accounts payable and accrued liabilities - related parties | 599,212 | $ 414,237 | ||||||
Trucept [Member] | Management Fees [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Accounts payable and accrued liabilities - related parties | $ 0 | $ 7,650 | ||||||
Ralated Party [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Number of shares converted | 10,002 | |||||||
Ralated Party [Member] | Principal [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Debt instrument converted | $ 6,303,589 | |||||||
Ralated Party [Member] | Accrued Interest [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Debt instrument converted | $ 228,617 |
Preferred Stock (Details Narrat
Preferred Stock (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended |
Sep. 30, 2021 | Dec. 31, 2021 | |
Class of Stock [Line Items] | ||
Debt converted, amount converted | $ 6,532,206 | |
Preferred stock conversion | Each share of Series G Convertible Preferred share converts into 2,177 shares of common stock (equivalent to converting the related equity dollars into common shares at $0.30 per share) | |
Chief Executive Officer [Member] | ||
Class of Stock [Line Items] | ||
Debt converted, amount converted | $ 6,532,206 | |
Series F Super Preferred Stock [Member] | ||
Class of Stock [Line Items] | ||
Preferred stock, shares authorized | 100,000 | |
Preferred stock, par value | $ 0.01 | |
Preferred stock, shares issued | 5,000 | |
Series F Super Preferred Stock [Member] | Chief Executive Officer [Member] | ||
Class of Stock [Line Items] | ||
Debt converted, shares issued | 10,002 |
Stockholders_ Equity (Details N
Stockholders’ Equity (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||
Dec. 31, 2021 | Oct. 31, 2021 | Aug. 31, 2021 | Aug. 31, 2021 | Dec. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2021 | |
Class of Stock [Line Items] | |||||||
Shares issued to related party, shares | 500,000 | ||||||
Shares issued to related party, value | $ 377,500 | $ 1,105,587 | $ 677,507 | ||||
Dalrada Health [Member] | Pala Agreement [Member] | |||||||
Class of Stock [Line Items] | |||||||
Number of shares issued | 250,000 | ||||||
Consultant [Member] | |||||||
Class of Stock [Line Items] | |||||||
Shares issued to related party, shares | 500,000 | ||||||
Shares issued to related party, value | $ 380,000 | ||||||
Common Stock [Member] | Employee [Member] | |||||||
Class of Stock [Line Items] | |||||||
Number shares repurchased | 329,478 | ||||||
Number of shares repurchased, value | $ 14,827 | ||||||
Common Stock [Member] | Board Members [Member] | |||||||
Class of Stock [Line Items] | |||||||
Number shares repurchased | 2,000,000 | ||||||
Number of shares repurchased, value | $ 560,000 | ||||||
Pacific Stem Cells [Member] | Common Stock [Member] | |||||||
Class of Stock [Line Items] | |||||||
Shares issued for acquisition, shares | 87,500 | 87,500 | |||||
I H G [Member] | |||||||
Class of Stock [Line Items] | |||||||
Shares issued for acquisition, shares | 125,000 | 125,000 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details Narrative) - USD ($) | Nov. 10, 2021 | May 10, 2021 | Dec. 31, 2021 | Nov. 30, 2021 | Dec. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Defined Benefit Plan Disclosure [Line Items] | ||||||||
Shares issued to related party, shares | 500,000 | |||||||
Shares issued to related party, value | $ 377,500 | $ 1,105,587 | $ 677,507 | |||||
Stock based compensation | $ 1,783,094 | $ 0 | ||||||
Common Stock [Member] | ||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||
Shares issued to related party, shares | 500,000 | |||||||
Shares Issued, Price Per Share | $ 0.76 | $ 0.76 | $ 0.76 | |||||
Employee [Member] | ||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||
Cashless warrants | 2,275,000 | |||||||
Cashless warrants vest | 825,000 | |||||||
Exercise price | $ 0.45 | |||||||
Board of Directors Chairman [Member] | ||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||
Number of shares issued cancelled | 6,500,000 | |||||||
Cashless warrants | 6,500,000 | |||||||
Cashless warrants vest | 4,500,000 | |||||||
Chief Financial Officer [Member] | ||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||
Options granted | 1,000,000 | |||||||
Exercise price | $ 0.47 | |||||||
Option term | 10 years | |||||||
Fair value of options granted per share | $ 0.43 | |||||||
Employee [Member] | ||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||
Fair value of options granted per share | $ 0.73 |
Segment Reporting (Details - Se
Segment Reporting (Details - Segment information) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Dec. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Segment Reporting Information [Line Items] | ||||||
Revenue | $ 5,447,264 | $ 455,517 | $ 10,049,617 | $ 1,214,910 | ||
Loss from operations | (1,843,541) | (1,677,904) | (2,755,396) | (2,482,302) | ||
Net income (loss) | (2,067,638) | $ (976,673) | (1,824,520) | $ (2,909,341) | (3,044,311) | (2,733,861) |
Engineering [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenue | 1,447,780 | 273,052 | 1,463,197 | 860,460 | ||
Loss from operations | 45,530 | (425,758) | (87,270) | (179,182) | ||
Net income (loss) | 32,255 | (400,793) | (113,857) | (185,462) | ||
Health [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenue | 4,197,213 | 115,864 | 8,039,452 | 188,314 | ||
Loss from operations | 2,083,838 | (199,053) | 4,367,553 | (320,139) | ||
Net income (loss) | 2,071,590 | (199,053) | 4,343,049 | (320,139) | ||
Information Technology [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenue | 1,149,993 | 433,857 | 1,854,537 | 909,665 | ||
Loss from operations | 162,693 | (93,649) | 21,860 | (14,425) | ||
Net income (loss) | 161,934 | (97,081) | 19,621 | (14,175) | ||
Education [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenue | 178,073 | 457,551 | ||||
Loss from operations | (82,807) | (125,587) | ||||
Net income (loss) | (82,807) | (125,587) | ||||
Corporate Segment [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenue | 69,270 | 138,540 | ||||
Loss from operations | (3,007,287) | (973,919) | (5,405,048) | (1,814,527) | ||
Net income (loss) | (3,103,594) | (833,776) | (5,595,514) | (1,561,789) | ||
Inter Segment Eliminations [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenue | (1,595,065) | (367,256) | (1,903,660) | (743,529) | ||
Loss from operations | (1,045,508) | 14,475 | (1,526,904) | (154,029) | ||
Net income (loss) | $ (1,147,016) | $ (293,817) | $ (1,572,022) | $ (652,296) |
Segment Reporting (Details - Re
Segment Reporting (Details - Revenue by country) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenue | $ 5,447,264 | $ 455,517 | $ 10,049,617 | $ 1,214,910 |
UNITED STATES | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenue | 8,808,629 | 326,776 | ||
Europe [Member] | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenue | 150,970 | 259,828 | ||
INDIA | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenue | $ 1,090,018 | $ 628,306 |
Segment Reporting (Details - In
Segment Reporting (Details - Inventories by country) - USD ($) | Dec. 31, 2021 | Jun. 30, 2021 |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Inventories | $ 1,377,495 | $ 842,108 |
UNITED STATES | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Inventories | 766,231 | 335,036 |
Europe [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Inventories | $ 611,264 | $ 507,072 |
Segment Reporting (Details - Pr
Segment Reporting (Details - Property and equipment by country)Segment Reporting (Details - Property and equipment by country) - USD ($) | Dec. 31, 2021 | Jun. 30, 2021 |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Property and equipment, net | $ 775,261 | $ 489,902 |
UNITED STATES | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Property and equipment, net | 264,890 | 221,308 |
Europe [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Property and equipment, net | 497,050 | 256,888 |
INDIA | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Property and equipment, net | $ 13,321 | $ 11,706 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Dec. 31, 2021 | Dec. 31, 2021 | Jun. 30, 2021 | May 31, 2021 | Dec. 31, 2020 | May 31, 2020 | |
Operating lease, right of use asset | $ 455,559 | $ 455,559 | $ 532,327 | |||
Escondido Ca [Member] | ||||||
Operating lease liability | $ 822,389 | |||||
Operating lease, right of use asset | $ 822,389 | |||||
Effective borrowing rate | 3.00% | |||||
Operating Lease, Expense | $ 99,020 | $ 198,040 | ||||
Brownsville Tx [Member] | ||||||
Operating lease liability | $ 177,124 | |||||
Operating lease, right of use asset | $ 177,124 | |||||
Effective borrowing rate | 3.00% | |||||
Prakat Subsidiary [Member] | ||||||
Operating lease liability | $ 140,874 | |||||
Operating lease, right of use asset | $ 140,874 | |||||
Effective borrowing rate | 9.20% | 9.20% | ||||
Poway Ca [Member] | ||||||
Operating lease liability | $ 277,856 | |||||
Operating lease, right of use asset | $ 277,856 | |||||
Effective borrowing rate | 300.00% |