Cover
Cover - shares | 9 Months Ended | |
Mar. 31, 2022 | May 10, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2022 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2022 | |
Current Fiscal Year End Date | --06-30 | |
Entity File Number | 000-12641 | |
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 | |
Title of 12(b) Security | Common Stock, $0.005 par value per share | |
Trading Symbol | DFCO | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 70,588,684 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Mar. 31, 2022 | Jun. 30, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 547,284 | $ 110,285 |
Accounts receivable, net | 7,425,154 | 265,812 |
Accounts receivable, net - related parties | 298,714 | 69,952 |
Other receivables | 171,260 | 67,328 |
Inventories | 1,156,681 | 842,108 |
Prepaid expenses and other current assets | 161,634 | 285,026 |
Total current assets | 9,760,727 | 1,640,511 |
Long-term receivables | 0 | 0 |
Property and equipment, net | 939,042 | 489,902 |
Goodwill | 795,016 | 736,456 |
Intangible assets, net | 817,231 | 664,494 |
Right of use asset, net | 678,827 | 532,327 |
Right of use asset, net - related party | 521,611 | 639,415 |
Total assets | 13,512,454 | 4,703,105 |
Current liabilities: | ||
Accounts payable | 1,033,402 | 910,339 |
Accrued liabilities | 1,513,571 | 641,380 |
Accrued payroll taxes, penalties and interest | 2,025,582 | 1,953,024 |
Accounts payable and accrued liabilities – related parties | 1,240,385 | 414,237 |
Deferred revenue | 661,074 | 219,999 |
Notes payable, current portion | 394,100 | 415,817 |
Notes payable – related parties | 4,804,622 | 10,508,955 |
Convertible note payable - related party | 0 | 1,875,000 |
Convertible notes payable, net of debt discount | 1,536,637 | 0 |
Right of use liability | 200,328 | 76,570 |
Right of use liability - related party | 163,920 | 159,790 |
Total current liabilities | 13,573,621 | 17,175,111 |
Notes payable – related parties | 10,019,440 | 0 |
Right of use liability | 478,499 | 455,757 |
Right of use liability - related party | 357,690 | 479,625 |
Total liabilities | 24,429,250 | 18,110,493 |
Commitments and contingencies (Note 13) | ||
Stockholders' deficit: | ||
Common stock, $0.005 par value, 1,000,000,000 shares authorized, 70,588,684 and 68,464,742 shares issued and outstanding at March 31, 2022 and June 30, 2021, respectively | 352,915 | 369,194 |
Common stock to be issued | 343,900 | 601,825 |
Additional paid-in capital | 103,504,188 | 92,965,821 |
Noncontrolling interests | 1,227,504 | (38,391) |
Accumulated deficit | (116,412,419) | (107,338,174) |
Accumulated other comprehensive income (loss) | 66,966 | 32,287 |
Total stockholders' deficit | (10,916,796) | (13,407,388) |
Total liabilities and stockholders' deficit | 13,512,454 | 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 | Mar. 31, 2022 | 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 | 70,588,684 | 68,464,742 |
Common stock, shares outstanding | 70,588,684 | 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 | 9 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | |
Income Statement [Abstract] | ||||
Revenues | $ 5,572,826 | $ 1,303,022 | $ 15,530,319 | $ 2,962,784 |
Revenues - related party | 19,324 | 285,307 | 111,448 | 440,455 |
Total revenues | 5,592,150 | 1,588,329 | 15,641,767 | 3,403,239 |
Cost of revenue | 1,773,630 | 854,791 | 5,034,308 | 1,547,052 |
Gross profit | 3,818,520 | 733,538 | 10,607,459 | 1,856,187 |
Operating expenses: | ||||
Selling, general and administrative (includes stock-based compensation of $362,532 and $0 for three months and $2,145,626 and $730,000 for nine months ended March 31, 2022 and 2021, respectively) | 6,458,163 | 2,917,707 | 16,000,902 | 5,644,157 |
Research and development | 0 | 125,752 | 1,596 | 404,253 |
Total operating expenses | 6,458,163 | 3,043,459 | 16,002,498 | 6,048,410 |
Income (loss) from operations | (2,639,643) | (2,309,921) | (5,395,039) | (4,192,223) |
Other income (expense): | ||||
Interest expense | (338,677) | (184,370) | (597,551) | (468,181) |
Interest income | 4,232 | 2,991 | 5,280 | 3,893 |
Other income | (3,974) | 458 | 9,270 | 37,256 |
Change in fair value of derivative liability | 0 | 0 | 0 | 0 |
Gain (loss) on foreign exchange | (15,018) | 21,393 | (59,351) | 15,945 |
Total other income (expenses) | (353,437) | (159,528) | (642,352) | (411,087) |
Net loss before taxes | (2,993,080) | (2,469,449) | (6,037,391) | (4,603,310) |
Income taxes | 0 | 0 | 0 | 0 |
Net loss | (2,993,080) | (2,469,449) | (6,037,391) | (4,603,310) |
Net income (loss) attributable to noncontrolling interests | 430,147 | (4,724) | 3,036,854 | (24,328) |
Net loss attributable to Dalrada Financial Corporation stockholders | (3,423,227) | (2,464,725) | (9,074,245) | (4,578,982) |
Foreign currency translation | (4,990) | (15,634) | 34,679 | 8,625 |
Comprehensive loss | $ (2,998,070) | $ (2,485,083) | $ (6,002,712) | $ (4,594,685) |
Net loss per common share to Dalrada stockholders - basic | $ (0.05) | $ (0.04) | $ (0.12) | $ (0.07) |
Net loss per common share to Dalrada stockholders - diluted | $ (0.05) | $ (0.04) | $ (0.12) | $ (0.07) |
Weighted average common shares outstanding - basic | 70,235,384 | 70,278,075 | 72,718,261 | 69,060,362 |
Weighted average common shares outstanding - diluted | 70,235,384 | 70,278,075 | 72,718,261 | 69,060,362 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations (Unaudited) (Parenthetical) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | |
Income Statement [Abstract] | ||||
Stock-based compensation | $ 362,532 | $ 0 | $ 2,145,626 | $ 730,000 |
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) | (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 | |||||||
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 | |||||||
Net income (loss) | (4,724) | (2,464,725) | (2,469,449) | |||||||
Foreign currency translation | (15,634) | (15,634) | ||||||||
Common stock issued to board members | $ 22,500 | 707,500 | 730,000 | |||||||
Common stock issued to board members, shares | 4,500,000 | |||||||||
Common stock issued pursuant to business combinations | $ 1,500 | 687,800 | 104,700 | 794,000 | ||||||
Common stock issued pursuant to business combinations, shares | 300,000 | |||||||||
Ending balance, value at Mar. 31, 2021 | $ 50 | $ 50 | $ 366,324 | 687,800 | 92,717,074 | 27,493 | (112,608,589) | 728 | (18,809,120) | |
Ending balance, shares at Mar. 31, 2021 | 5,000 | 5,000 | 73,264,742 | |||||||
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) | 1,289,169 | (2,265,842) | (976,673) | |||||||
Foreign currency translation | 39,344 | 39,344 | ||||||||
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 | |||||||||
Joint ventures | 58,560 | 111,185 | 169,745 | |||||||
Reversal of shares previously issued to directors | $ (1,647) | (13,179) | (14,826) | |||||||
Reversal of shares previously issued to directors, shares | (329,478) | |||||||||
Stock-based compensation | $ 10,000 | 667,507 | 677,507 | |||||||
Stock-based compensation, shares | 2,000,000 | |||||||||
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 | (6,980,085) | |
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 | ||||||||
Ending balance, value at Mar. 31, 2022 | $ 100 | $ 50 | $ 352,915 | 343,900 | 103,504,188 | 1,227,504 | (116,412,419) | 66,966 | (10,916,796) | |
Ending balance, shares at Mar. 31, 2022 | 10,002 | 5,000 | 70,588,684 | |||||||
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 | (6,980,085) | |
Beginning balance, shares at Sep. 30, 2021 | 5,000 | 75,721,684 | ||||||||
Net income (loss) | 1,317,537 | (3,385,175) | (2,067,638) | |||||||
Foreign currency translation | 325 | 325 | ||||||||
Common stock issued pursuant to acquisitions | $ 1,063 | (85,975) | 84,913 | |||||||
Common stock issued pursuant to acquisitions, shares | 212,500 | |||||||||
Joint ventures | $ 1,250 | (58,560) | 57,310 | (1,874,244) | (1,874,244) | |||||
Joint venture, shares | 250,000 | |||||||||
Reversal of shares previously issued to directors | $ (32,500) | 32,500 | ||||||||
Reversal of shares previously issued to directors, shares | (6,500,000) | |||||||||
Stock-based compensation | $ 2,500 | 1,103,087 | 1,105,587 | |||||||
Stock-based compensation, shares | 500,000 | |||||||||
Issuance of preferred stock | $ 100 | (6,532,206) | 6,532,106 | |||||||
Issuance of preferred stock, shares | 10,002 | |||||||||
Ending balance, value at Dec. 31, 2021 | $ 100 | $ 50 | $ 350,922 | 429,875 | 101,514,978 | 805,257 | (112,989,192) | 71,956 | (9,816,053) | |
Ending balance, shares at Dec. 31, 2021 | 10,002 | 5,000 | 70,184,184 | |||||||
Net income (loss) | 430,147 | (3,423,227) | (2,993,080) | |||||||
Foreign currency translation | (4,990) | (4,990) | ||||||||
Common stock issued pursuant to acquisitions | $ 1,063 | (85,975) | 84,913 | |||||||
Common stock issued pursuant to acquisitions, shares | 212,500 | |||||||||
Joint ventures | (7,900) | (7,900) | ||||||||
Stock-based compensation | 362,532 | 362,532 | ||||||||
Common stock issued in connection with convertible note | $ 930 | 1,541,765 | 1,542,695 | |||||||
Common stock issued in connection with convertible note, shares | 192,000 | |||||||||
Ending balance, value at Mar. 31, 2022 | $ 100 | $ 50 | $ 352,915 | $ 343,900 | $ 103,504,188 | $ 1,227,504 | $ (116,412,419) | $ 66,966 | $ (10,916,796) | |
Ending balance, shares at Mar. 31, 2022 | 10,002 | 5,000 | 70,588,684 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Cash flows from operating activities: | ||
Net loss | $ (6,037,391) | $ (4,603,310) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 156,897 | 37,318 |
Stock compensation | 2,145,626 | 730,000 |
Amortization of debt discount | 146,475 | 0 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (7,388,104) | (925,095) |
Other receivables | (103,932) | 48,191 |
Inventories | (314,573) | 58,666 |
Prepaid expenses and other current assets | 123,392 | (109,268) |
Accounts payable | 123,063 | 47,350 |
Accounts payable and accrued liabilities - related parties | 1,967,786 | 675,016 |
Accrued liabilities | 1,100,808 | 130,027 |
Accrued payroll taxes, penalties and interest | 72,558 | 364,718 |
Deferred revenue | 441,075 | (156,291) |
Net cash used in operating activities | (7,566,320) | (3,702,678) |
Cash flows from investing activities: | ||
Net cash acquired pursuant to business combination | 0 | 70,131 |
Purchase of property and equipment | (441,521) | (139,081) |
Purchase of intangibles | (206,068) | 0 |
Net cash used in investing activities | (647,589) | (68,950) |
Cash flows from financing activities: | ||
Proceeds from related party notes payable | 7,602,059 | 4,002,594 |
Net proceeds (repayments) from notes payable | (21,717) | (49,544) |
Proceeds from convertible note payable | 2,932,857 | 0 |
Distributions to noncontrolling interest | (1,882,144) | 0 |
Repurchase of common shares from subsidiary | (14,826) | 0 |
Net cash provided by financing activities | 8,616,229 | 3,953,050 |
Net change in cash and cash equivalents | 402,320 | 181,422 |
Effect of exchange rate changes on cash | 34,679 | 8,625 |
Cash and cash equivalents at beginning of period | 110,285 | 75,165 |
Cash and cash equivalents at end of period | 547,284 | 265,212 |
Supplemental disclosure of cash flow information: | ||
Cash paid for income taxes | 0 | 0 |
Cash paid for interest | 0 | 0 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Conversion of related party notes and interest into preferred stock | 6,532,206 | 0 |
Contribution of property and equipment into joint venture | 111,185 | 0 |
Issuance of shares to joint venture partner | 58,560 | 0 |
Conversion of accounts payable related parties to notes payable related parties | 181,744 | 0 |
Common stock and warrants issued in connection with convertible note | 1,542,695 | 0 |
Common stock issued pursuant to business combination | 0 | 794,000 |
Fair value of assets acquired and liabilities assumed in acquisition | 0 | 492,689 |
Conversion of accounts payable related parties to related parties convertible notes | 0 | 781,580 |
Outstanding balance of note payable issued for due to seller payment | $ 0 | $ 98,000 |
Organization and Nature of Oper
Organization and Nature of Operations | 9 Months Ended |
Mar. 31, 2022 | |
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, Dalrada Technologies, and Dalrada Energy Services. 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 subsidiaries of Dalrada Precision Corp. include: Likido Limited (“Likido”) and Ignite I.T. Corp. (“Ignite”). The subsidiaries of Dalrada Health Products include: Empower Genomics Corp. (“Empower”); Solas Corp. (“Solas”); Pacific Stem Cells, LLC (“PSC”); Pala Diagnostics, LLC (“Pala”); Shark Innovative Technologies Corp. (“Shark”) and International Health Group (“IHG”). The subsidiaries of Dalrada Technologies includes: Prakat Solutions Private Limited and Prakat Solutions (together “Prakat”). Dalrada Energy Services, Inc. (“DES”) is a stand-alone subsidiary. 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 2022 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 March 31, 2022, the Company has an accumulated deficit of $ 116,412,419 3,000,000 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Mar. 31, 2022 | |
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. (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), Dalrada Energy Services, a company incorporated in the State of Wyoming, since March 17, 2022 (date of incorporation), as well as its subsidiaries (Likido, Prakat, Shark, IHG, PSC, Ignite, Empower, Solas) since their respective acquisition dates and Controlling Interest in Pala (see Note 3) . 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 nine months ended March 31, 2022, healthcare insurers and government payers accounted for over 74 10,340,464 4,766,023 (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) Convertible Instruments The Company evaluates and accounts for conversion options embedded in convertible instruments in accordance with ASC Topic 815, Derivatives and Hedging Activities (“ASC 815”). Applicable U.S. GAAP requires companies to bifurcate conversion options from their host instruments and account for them as free-standing derivative financial instruments according to certain criteria. The criteria includes circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. The Company accounts for convertible instruments (when the Company has determined that the embedded conversion options should not be bifurcated from their host instruments) as follows. The Company records, when necessary, deemed dividends for the intrinsic value of conversion options embedded in shares based upon the differences between the fair value of the underlying common stock at the commitment date of the transaction and the effective conversion price embedded in the shares. (h) 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 March 31, 2022 and June 30, 2021, the Company recorded a bad debt allowance of $ 925,619 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. In March 2022, the U.S. Health Resources and Services Administration (“HRSA”) informed providers that, after March 22, 2022, it would stop accepting claims for testing and treatment for uninsured individuals under the HRSA COVID-19 Uninsured Program and that claims submitted prior to that date would be subject to eligibility and availability of funds. For the three months ended March 31, 2022, revenue for testing of uninsured individuals under the HRSA COVID-19 Uninsured Program represented approximately 46 25 (i) Inventory Inventory is recorded at the lower of cost or net realizable value on a first-in first-out basis. As of March 31, 2022 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. (j) 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. (k) 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. (l) 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 March 31, 2022 and June 30, 2021, there were no significant qualitative factors that indicated goodwill was impaired. (m) 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 March 31, 2022. Net revenues from COVID-19 testing accounted for over 74% of the Company’s total net revenues for the nine months ended March 31, 2022 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. The DES transaction price for its contracts reflects our estimates and are based on historical, current and forecasted information to determine the expected amount to which we will be entitled in exchange for transferring the promised goods or services to the customer. The realization of variable consideration occurs within a short period of time from product delivery; therefore, the time value of money effect is not significant. We primarily provide standard warranty programs for products in our commercial businesses for periods that typically range from one to two years. These assurance-type programs typically cannot be purchased separately and do not meet the criteria to be considered a performance obligation. Our cost estimation process is based on the professional knowledge and experience of engineers and program managers along with finance professionals 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 management services for Solas. For Prakat and Solas, 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. Disaggregation of Revenue The following table presents the Company's revenue disaggregated by revenue source: Schedule of disaggregated revenue Three Months Ended March 31, Nine Months Ended March 31, 2022 2021 2022 2021 Product sales - third parties $ 1,627,647 $ 1,150,289 $ 1,788,938 $ 1,715,478 Product sales - related party 19,324 23,429 49,208 81,077 Service revenue - third parties 3,945,179 152,733 13,741,381 1,247,306 Service revenue - related party – 261,878 62,240 359,378 Total revenue $ 5,592,150 $ 1,588,329 $ 15,641,767 $ 3,403,239 Contract Balances The following table provides information about receivables and liabilities from contracts with customers: Schedule of receivables and contract liabilities March 31, June 30, 2022 2021 Accounts receivable, net $ 7,425,154 $ 265,812 Accounts receivable, net - related parties 298,714 69,952 Deferred revenue 661,074 219,999 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. (n) 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 Nine Months Ended March 31, 2022 2021 2022 2021 Product sales $ 796,148 $ 401,790 $ 1,386,244 $ 798,934 Service revenue 977,482 453,001 3,648,064 748,118 Total cost of revenue $ 1,773,630 $ 854,791 $ 5,034,308 $ 1,547,052 (o) Advertising Advertising costs are expensed as incurred. During the nine months ended March 31, 2022 and 2021, advertising expenses were approximately $ 366,551 15,000 (p) Stock-based Compensation The Company records stock-based compensation in accordance with ASC 718, Compensation – Stock Compensation 2,145,626 730,000 (q) 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 (r) Comprehensive Loss ASC 220, Comprehensive Income, (s) 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 March 31, 2022, non-controlling interests pertained to the Company’s Prakat and Pala subsidiaries. (t) 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 3,278,330 58,042,294 15,786,829 0 There were no adjustments to the numerator during the three and nine months ended March 31, 2022 and 2021. (u) Income Taxes The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, Accounting for Income Taxes (v) Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-06, which simplifies the guidance on the issuer’s accounting for convertible debt instruments by removing the separation models for convertible debt with a cash conversion feature and convertible instruments with a beneficial conversion feature. As a result, entities will not separately present in equity an embedded conversion feature in such debt and will account for a convertible debt instrument wholly as debt, unless certain other conditions are met. The elimination of these models will reduce reported interest expense and increase reported net income for entities that have issued a convertible instrument that is within the scope of ASU 2020-06. ASU 2020-06 is applicable for fiscal years beginning after December 15, 2021, with early adoption permitted no earlier than fiscal years beginning after December 15, 2020. The Company has elected to early adopt this ASU and the adoption of this ASU did not have a material impact on the Company’s consolidated financial statements and related disclosures. |
Investment in Pala Diagnostics
Investment in Pala Diagnostics | 9 Months Ended |
Mar. 31, 2022 | |
Investment In Pala Diagnostics | |
Investment in Pala Diagnostics | 3. Investment in Pala Diagnostics In August 2021, Dalrada, through its subsidiary Dalrada Health, entered into a joint venture (“JV”) with Vivera Pharmaceuticals, Inc (“Vivera”) for a 51 We determined that Pala is a Variable Interest Entity (VIE), We believe that the Company has the power to direct the activities that most significantly impact the economic performance of Pala, and accordingly, Dalrada is considered the primary beneficiary of the VIE. The Company has consolidated the activities of the VIE. Pursuant to the partnership agreement, Dalrada had an equity commitment of $ 500,000 111,185 In November 2021, Pala Diagnostics signed a Factoring Agreement for up to $ 1,000,000 24 210,435 14,943 Pursuant to the JV agreement, Dalrada issued 250,000 58,560 As of the quarter ended March 31, 2022, Vivera’s unauthorized distribution balance totaled $ 1,882,144 |
Selected Balance Sheet Elements
Selected Balance Sheet Elements | 9 Months Ended |
Mar. 31, 2022 | |
Selected Balance Sheet Elements | |
Selected Balance Sheet Elements | 4. Selected Balance Sheet Elements Inventories Inventories consisted of the following as of March 31, 2022 and June 30, 2021: Schedule of inventory March 31, June 30, 2022 2021 Raw materials $ 347,971 $ 172,227 Finished goods 808,710 669,881 $ 1,156,681 $ 842,108 Property and Equipment, Net Property and equipment, net consisted of the following as of March 31, 2022 and June 30, 2021: Schedule of property and equipment March 31, June 30, 2022 2021 Machinery and equipment $ 582,959 $ 223,141 Leasehold improvements 301,941 323,669 Computer and office equipment 394,089 186,549 1,278,989 733,359 Less: Accumulated depreciation (339,947 ) (243,457 ) $ 939,042 $ 489,902 Depreciation and amortization expense of $ 103,566 37,318 Intangible Assets, Net Intangible assets, net consisted of the following as of March 31, 2022 and June 30, 2021: Schedule of Intangible assets, net March 31, 2022 Gross Accumulated Carrying Amount Amortization Value Amortized: Curriculum development $ 693,385 $ 80,895 $ 612,490 Licenses 195,000 – 195,000 Software 9,741 – 9,741 $ 898,126 $ 80,895 $ 817,231 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 Amortization expense of $ 155,570 0 |
Accrued Payroll Taxes
Accrued Payroll Taxes | 9 Months Ended |
Mar. 31, 2022 | |
Payables and Accruals [Abstract] | |
Accrued Payroll Taxes | 5. Accrued Payroll Taxes As of March 31, 2021, and June 30, 2021, the Company had $ 2,025,582 1,953,024 Accrued interest is compounded daily at an estimated effective interest rate of 7.33% 2,025,582 23,030 127,235 |
Debt
Debt | 9 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Debt | 6. Debt Notes Payable - Related Parties The following is a summary of notes payable – related parties on March 31, 2022 and June 30, 2021: Schedule of notes payable, related parties March 31, 2022 Outstanding Accrued Principal Interest Related entity 1 $ 6,300,775 $ 72,852 Related entity 2 7,079,166 54,849 Related entity 3 379,525 8,226 Related entity 4 850,102 117,620 Related entity 5 181,744 1,363 Related entity 6 32,750 246 $ 14,824,062 $ 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 $ 15,841,268 3 As of March 31, 2022, and June 30, 2021, total accrued interest for Notes Payable-Related Parties was $ 255,156 182,147 173,007 95,998 Convertible Notes On February 4, 2022, the Company” entered into a securities purchase agreement (“SPA”) with YA II PN, Ltd. (the “Buyer”) for issuance and sale of convertible debentures (the “Debentures”) in the aggregate principal amount of $ 3,000,000 2,880,000 The Debentures have a fixed conversion price of $ 0.9151 5 The Company, in its sole discretion, may redeem in cash amounts owed under the Debentures prior to the Maturity Date by providing the Buyer with advance written notice at least 10 trading days prior to such redemption, provided that the Shares are trading below the Fixed Conversion Price at the time of the redemption notice. The Company shall pay a redemption premium equal to 20% (the “Redemption Premium”) of the principal amount being redeemed. In connection with the Debenture, the Company issued to the Buyer warrants equal to 30% coverage exercisable at a strike price equal to the Fixed Conversion Price determined at the date of the initial closing, or a total of 983,499 The Company analyzed the conversion feature of the warrants and determined they did not need to be bifurcated under ASC 815. Based on adoption of ASU-2020-06, the debt will be accounted for as traditional convertible debt with no portion of the proceeds attributed to the conversion feature. The warrants issued with the debt will be accounted for as a debt discount and will be amortized as interest expense over the life of the note. The warrants were valued using the Monte Carlo model and the Company recognized $ 1,427,495 In connection with the Debenture, the Company incurred $ 120,000 192,000 115,200 During the nine months ended March 31, 2022, the Company amortized $ 146,475 18,356 The net balance of the convertible note, after unamortized debt discount of $ 1,516,220 1,483,780 |
Convertible Note Payable _ Rela
Convertible Note Payable – Related Parties | 9 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Convertible Note Payable – Related Parties | 7. Convertible Note Payable – Related Parties On 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 | 9 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 8. Related Party Transactions There are various related party transactions which are reflected as either accounts payable and accrued liabilities – related parties or notes payable – related parties in the consolidated Balance Sheets. As of March 31, 2022, and June 30, 2021, the Company owed $ 599,212 414,237 As of March 31, 2022, and June 30, 2021, the amount above includes $ 67,500 7,650 67,500 27,000 15,218,162 1,240,385 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 three 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 Companies to related parties with common ownership: Summary of revenues Three Months Ended Nine Months Ended March 31, March 31, 2022 2021 2022 2021 Dalrada Health $ 19,324 $ 23,429 $ 49,208 $ 81,077 Solas – – 56,240 – Prakat – 126,748 6,000 224,248 Pacific Stem – 135,130 – 135,130 $ 19,324 $ 285,307 $ 111,448 $ 440,455 See Notes 6, 7, 9, 10, and 11 for additional related party transactions. |
Preferred Stock
Preferred Stock | 9 Months Ended |
Mar. 31, 2022 | |
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 most 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 | 9 Months Ended |
Mar. 31, 2022 | |
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 In March 2022, the Company issued 125,000 In March 2022, the Company issued 87,500 In March 2022, the Company issued 192,000 107,880 |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
Stock-Based Compensation | 11. Stock-Based Compensation On May 10, 2021, the Company granted 1,000,000 0.47 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 On February 16, 2022, the Company issued 2,250,000 0.45 0.59 1,338,644 During the nine months ended March 31, 2022, and 2021, stock-based compensation expense was $ 2,145,626 730,000 |
Segment Reporting
Segment Reporting | 9 Months Ended |
Mar. 31, 2022 | |
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 nine months ended March 31, 2022, and 2021 is as follows: Schedule of segment information Three Months Ended March 31, 2022 Engineering Health Information Technology Education Corporate Inter-Segment Eliminations Consolidated Revenues $ 1,415,480 $ 2,948,850 $ 1,952,352 $ 177,135 $ 1,060 $ (902,727 ) $ 5,592,150 Income (Loss) from Operations 196,961 (439,834 ) 548,618 (91,157 ) (2,820,721 ) (33,510 ) $ (2,639,643 ) Net income (loss) $ 194,950 $ (448,706 ) $ 548,961 $ (91,157 ) $ (2,996,568 ) $ (200,561 ) $ (2,993,580 ) Nine Months Ended March 31, 2022 Engineering Health Information Technology Education Corporate Inter-Segment Eliminations Consolidated Revenues $ 2,878,677 $ 10,988,302 $ 3,806,889 $ 634,686 $ 139,600 $ (2,806,387 ) $ 15,641,767 Income (Loss) from Operations 109,691 3,927,719 570,478 (216,744 ) (8,225,769 ) (1,560,414 ) (5,395,039 ) Net income (loss) $ 81,092 $ 3,894,343 $ 568,582 $ (216,744 ) $ (8,592,081 ) $ (1,772,583 ) $ (6,037,391 ) Three Months Ended March 31, 2021 Engineering Health Information Technology Education Corporate Inter-Segment Eliminations Consolidated Revenues $ 316,848 $ 689,024 $ 536,918 $ 202,394 $ – $ (156,854 ) $ 1,588,329 Loss from operations (193,260 ) (193,236 ) (39,466 ) (42,862 ) (2,077,807 ) 236,711 (2,309,921 ) Net loss $ (184,913 ) $ (178,033 ) $ (39,467 ) $ (42,862 ) $ (1,914,921 ) $ (109,253 ) $ (2,469,449 ) Nine Months Ended March 31, 2021 Engineering Health Information Technology Education Corporate Inter-Segment Eliminations Consolidated Revenues $ 1,777,309 $ 877,338 $ 1,446,583 $ 202,394 $ – $ (900,384 ) $ 3,403,239 Loss from operations 227,557 (513,375 ) (53,892 ) (42,862 ) (3,892,334 ) 82,682 (4,192,223 ) Net loss $ 229,626 $ (498,172 ) $ (53,643 ) $ (42,862 ) $ (3,476,710 ) $ (761,549 ) $ (4,603,310 ) Geographic Information The following table presents revenue by country: Schedule of revenue by country Nine Months Ended March 31, 2022 2021 United States $ 13,602,738 $ 1,916,506 Europe 150,189 507,661 India 1,888,840 979,072 $ 15,641,767 $ 3,403,239 The following table presents inventories by country: Schedule of inventories by country March 31, June 30, 2022 2021 United States $ 311,697 $ 335,036 Europe 844,984 507,072 $ 1,156,681 $ 842,108 The following table presents property and equipment, net, by country: Schedule of property and equipment by country March 31, June 30, 2022 2021 United States $ 710,120 $ 221,308 Europe 215,601 256,888 India 13,321 11,706 $ 939,042 $ 489,902 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Mar. 31, 2022 | |
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 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 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 March 31, 2022, 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 53,399 100,053 300,159 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 a lease for 3 separate office suites in San Diego, California. The lease expired in January 2022. In May 2021, the Company’s PSC subsidiary entered into a 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 In January 2022, the Company’s IHG subsidiary entered into a 5 year and 5-month lease agreement to lease a medical office space in Chula Vista, California. The Company recognized a right of use asset and liability of $ 287,345 3.0 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Mar. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | 14. Subsequent Events On April 6, 2022, the Company, through Dalrada Precision Corp., acquired Silicon Services Consortium (Europe) Ltd. for a total purchase price of £2,000,000, or approximately $2,700,000. The acquisition was complete as a 100% stock transaction. On April 8, 2022, the Company, through Solas Corp., entered into an Asset Purchase Agreement with Rakhesh Guttikonda Medical Inc. to purchase the assets of its Remedi Med Spa’s for a total of $61,118. The purchase price will be paid monthly installments of $5,000. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Mar. 31, 2022 | |
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. |
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), Dalrada Energy Services, a company incorporated in the State of Wyoming, since March 17, 2022 (date of incorporation), as well as its subsidiaries (Likido, Prakat, Shark, IHG, PSC, Ignite, Empower, Solas) since their respective acquisition dates and Controlling Interest in Pala (see Note 3) . 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 nine months ended March 31, 2022, healthcare insurers and government payers accounted for over 74 10,340,464 4,766,023 |
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. |
Convertible Instruments | (g) Convertible Instruments The Company evaluates and accounts for conversion options embedded in convertible instruments in accordance with ASC Topic 815, Derivatives and Hedging Activities (“ASC 815”). Applicable U.S. GAAP requires companies to bifurcate conversion options from their host instruments and account for them as free-standing derivative financial instruments according to certain criteria. The criteria includes circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. The Company accounts for convertible instruments (when the Company has determined that the embedded conversion options should not be bifurcated from their host instruments) as follows. The Company records, when necessary, deemed dividends for the intrinsic value of conversion options embedded in shares based upon the differences between the fair value of the underlying common stock at the commitment date of the transaction and the effective conversion price embedded in the shares. |
Accounts Receivable | (h) 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 March 31, 2022 and June 30, 2021, the Company recorded a bad debt allowance of $ 925,619 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. In March 2022, the U.S. Health Resources and Services Administration (“HRSA”) informed providers that, after March 22, 2022, it would stop accepting claims for testing and treatment for uninsured individuals under the HRSA COVID-19 Uninsured Program and that claims submitted prior to that date would be subject to eligibility and availability of funds. For the three months ended March 31, 2022, revenue for testing of uninsured individuals under the HRSA COVID-19 Uninsured Program represented approximately 46 25 |
Inventory | (i) Inventory Inventory is recorded at the lower of cost or net realizable value on a first-in first-out basis. As of March 31, 2022 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 | (j) 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 | (k) 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 | (l) 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 March 31, 2022 and June 30, 2021, there were no significant qualitative factors that indicated goodwill was impaired. |
Revenue Recognition | (m) 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 March 31, 2022. Net revenues from COVID-19 testing accounted for over 74% of the Company’s total net revenues for the nine months ended March 31, 2022 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. The DES transaction price for its contracts reflects our estimates and are based on historical, current and forecasted information to determine the expected amount to which we will be entitled in exchange for transferring the promised goods or services to the customer. The realization of variable consideration occurs within a short period of time from product delivery; therefore, the time value of money effect is not significant. We primarily provide standard warranty programs for products in our commercial businesses for periods that typically range from one to two years. These assurance-type programs typically cannot be purchased separately and do not meet the criteria to be considered a performance obligation. Our cost estimation process is based on the professional knowledge and experience of engineers and program managers along with finance professionals 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 management services for Solas. For Prakat and Solas, 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. Disaggregation of Revenue The following table presents the Company's revenue disaggregated by revenue source: Schedule of disaggregated revenue Three Months Ended March 31, Nine Months Ended March 31, 2022 2021 2022 2021 Product sales - third parties $ 1,627,647 $ 1,150,289 $ 1,788,938 $ 1,715,478 Product sales - related party 19,324 23,429 49,208 81,077 Service revenue - third parties 3,945,179 152,733 13,741,381 1,247,306 Service revenue - related party – 261,878 62,240 359,378 Total revenue $ 5,592,150 $ 1,588,329 $ 15,641,767 $ 3,403,239 Contract Balances The following table provides information about receivables and liabilities from contracts with customers: Schedule of receivables and contract liabilities March 31, June 30, 2022 2021 Accounts receivable, net $ 7,425,154 $ 265,812 Accounts receivable, net - related parties 298,714 69,952 Deferred revenue 661,074 219,999 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 | (n) 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 Nine Months Ended March 31, 2022 2021 2022 2021 Product sales $ 796,148 $ 401,790 $ 1,386,244 $ 798,934 Service revenue 977,482 453,001 3,648,064 748,118 Total cost of revenue $ 1,773,630 $ 854,791 $ 5,034,308 $ 1,547,052 |
Advertising | (o) Advertising Advertising costs are expensed as incurred. During the nine months ended March 31, 2022 and 2021, advertising expenses were approximately $ 366,551 15,000 |
Stock-based Compensation | (p) Stock-based Compensation The Company records stock-based compensation in accordance with ASC 718, Compensation – Stock Compensation 2,145,626 730,000 |
Foreign Currency Translation | (q) 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 |
Comprehensive Loss | (r) Comprehensive Loss ASC 220, Comprehensive Income, |
Non-controlling Interests | (s) 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 March 31, 2022, non-controlling interests pertained to the Company’s Prakat and Pala subsidiaries. |
Basic and Diluted Net Loss per Share | (t) 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 3,278,330 58,042,294 15,786,829 0 There were no adjustments to the numerator during the three and nine months ended March 31, 2022 and 2021. |
Income Taxes | (u) 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 | (v) Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-06, which simplifies the guidance on the issuer’s accounting for convertible debt instruments by removing the separation models for convertible debt with a cash conversion feature and convertible instruments with a beneficial conversion feature. As a result, entities will not separately present in equity an embedded conversion feature in such debt and will account for a convertible debt instrument wholly as debt, unless certain other conditions are met. The elimination of these models will reduce reported interest expense and increase reported net income for entities that have issued a convertible instrument that is within the scope of ASU 2020-06. ASU 2020-06 is applicable for fiscal years beginning after December 15, 2021, with early adoption permitted no earlier than fiscal years beginning after December 15, 2020. The Company has elected to early adopt this ASU and the adoption of this ASU did not have a material impact on the Company’s consolidated financial statements and related disclosures. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of property and equipment, estimated useful life | 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 |
Schedule of disaggregated revenue | Schedule of disaggregated revenue Three Months Ended March 31, Nine Months Ended March 31, 2022 2021 2022 2021 Product sales - third parties $ 1,627,647 $ 1,150,289 $ 1,788,938 $ 1,715,478 Product sales - related party 19,324 23,429 49,208 81,077 Service revenue - third parties 3,945,179 152,733 13,741,381 1,247,306 Service revenue - related party – 261,878 62,240 359,378 Total revenue $ 5,592,150 $ 1,588,329 $ 15,641,767 $ 3,403,239 |
Schedule of receivables and contract liabilities | Schedule of receivables and contract liabilities March 31, June 30, 2022 2021 Accounts receivable, net $ 7,425,154 $ 265,812 Accounts receivable, net - related parties 298,714 69,952 Deferred revenue 661,074 219,999 |
Schedule of cost of revenue | Schedule of cost of revenue Three Months Ended Nine Months Ended March 31, 2022 2021 2022 2021 Product sales $ 796,148 $ 401,790 $ 1,386,244 $ 798,934 Service revenue 977,482 453,001 3,648,064 748,118 Total cost of revenue $ 1,773,630 $ 854,791 $ 5,034,308 $ 1,547,052 |
Selected Balance Sheet Elemen_2
Selected Balance Sheet Elements (Tables) | 9 Months Ended |
Mar. 31, 2022 | |
Selected Balance Sheet Elements | |
Schedule of inventory | Schedule of inventory March 31, June 30, 2022 2021 Raw materials $ 347,971 $ 172,227 Finished goods 808,710 669,881 $ 1,156,681 $ 842,108 |
Schedule of property and equipment | Schedule of property and equipment March 31, June 30, 2022 2021 Machinery and equipment $ 582,959 $ 223,141 Leasehold improvements 301,941 323,669 Computer and office equipment 394,089 186,549 1,278,989 733,359 Less: Accumulated depreciation (339,947 ) (243,457 ) $ 939,042 $ 489,902 |
Schedule of Intangible assets, net | Schedule of Intangible assets, net March 31, 2022 Gross Accumulated Carrying Amount Amortization Value Amortized: Curriculum development $ 693,385 $ 80,895 $ 612,490 Licenses 195,000 – 195,000 Software 9,741 – 9,741 $ 898,126 $ 80,895 $ 817,231 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 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of notes payable, related parties | Schedule of notes payable, related parties March 31, 2022 Outstanding Accrued Principal Interest Related entity 1 $ 6,300,775 $ 72,852 Related entity 2 7,079,166 54,849 Related entity 3 379,525 8,226 Related entity 4 850,102 117,620 Related entity 5 181,744 1,363 Related entity 6 32,750 246 $ 14,824,062 $ 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 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 9 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions [Abstract] | |
Summary of revenues | Summary of revenues Three Months Ended Nine Months Ended March 31, March 31, 2022 2021 2022 2021 Dalrada Health $ 19,324 $ 23,429 $ 49,208 $ 81,077 Solas – – 56,240 – Prakat – 126,748 6,000 224,248 Pacific Stem – 135,130 – 135,130 $ 19,324 $ 285,307 $ 111,448 $ 440,455 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 9 Months Ended |
Mar. 31, 2022 | |
Segment Reporting [Abstract] | |
Schedule of segment information | Schedule of segment information Three Months Ended March 31, 2022 Engineering Health Information Technology Education Corporate Inter-Segment Eliminations Consolidated Revenues $ 1,415,480 $ 2,948,850 $ 1,952,352 $ 177,135 $ 1,060 $ (902,727 ) $ 5,592,150 Income (Loss) from Operations 196,961 (439,834 ) 548,618 (91,157 ) (2,820,721 ) (33,510 ) $ (2,639,643 ) Net income (loss) $ 194,950 $ (448,706 ) $ 548,961 $ (91,157 ) $ (2,996,568 ) $ (200,561 ) $ (2,993,580 ) Nine Months Ended March 31, 2022 Engineering Health Information Technology Education Corporate Inter-Segment Eliminations Consolidated Revenues $ 2,878,677 $ 10,988,302 $ 3,806,889 $ 634,686 $ 139,600 $ (2,806,387 ) $ 15,641,767 Income (Loss) from Operations 109,691 3,927,719 570,478 (216,744 ) (8,225,769 ) (1,560,414 ) (5,395,039 ) Net income (loss) $ 81,092 $ 3,894,343 $ 568,582 $ (216,744 ) $ (8,592,081 ) $ (1,772,583 ) $ (6,037,391 ) Three Months Ended March 31, 2021 Engineering Health Information Technology Education Corporate Inter-Segment Eliminations Consolidated Revenues $ 316,848 $ 689,024 $ 536,918 $ 202,394 $ – $ (156,854 ) $ 1,588,329 Loss from operations (193,260 ) (193,236 ) (39,466 ) (42,862 ) (2,077,807 ) 236,711 (2,309,921 ) Net loss $ (184,913 ) $ (178,033 ) $ (39,467 ) $ (42,862 ) $ (1,914,921 ) $ (109,253 ) $ (2,469,449 ) Nine Months Ended March 31, 2021 Engineering Health Information Technology Education Corporate Inter-Segment Eliminations Consolidated Revenues $ 1,777,309 $ 877,338 $ 1,446,583 $ 202,394 $ – $ (900,384 ) $ 3,403,239 Loss from operations 227,557 (513,375 ) (53,892 ) (42,862 ) (3,892,334 ) 82,682 (4,192,223 ) Net loss $ 229,626 $ (498,172 ) $ (53,643 ) $ (42,862 ) $ (3,476,710 ) $ (761,549 ) $ (4,603,310 ) |
Schedule of revenue by country | Schedule of revenue by country Nine Months Ended March 31, 2022 2021 United States $ 13,602,738 $ 1,916,506 Europe 150,189 507,661 India 1,888,840 979,072 $ 15,641,767 $ 3,403,239 |
Schedule of inventories by country | Schedule of inventories by country March 31, June 30, 2022 2021 United States $ 311,697 $ 335,036 Europe 844,984 507,072 $ 1,156,681 $ 842,108 |
Schedule of property and equipment by country | Schedule of property and equipment by country March 31, June 30, 2022 2021 United States $ 710,120 $ 221,308 Europe 215,601 256,888 India 13,321 11,706 $ 939,042 $ 489,902 |
Organization and Nature of Op_2
Organization and Nature of Operations (Details Narrative) - USD ($) | Mar. 31, 2022 | Feb. 04, 2022 | Jun. 30, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Accumulated deficit | $ 116,412,419 | $ 107,338,174 | |
Principal amount | $ 3,000,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details - Estimated useful life) | 9 Months Ended |
Mar. 31, 2022 | |
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 | 9 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | |
Product Information [Line Items] | ||||
Revenues | $ 5,592,150 | $ 1,588,329 | $ 15,641,767 | $ 3,403,239 |
Product Sales Third Parties [Member] | ||||
Product Information [Line Items] | ||||
Revenues | 1,627,647 | 1,150,289 | 1,788,938 | 1,715,478 |
Product Sales Related Parties [Member] | ||||
Product Information [Line Items] | ||||
Revenues | 19,324 | 23,429 | 49,208 | 81,077 |
Service Revenue Third Parties [Member] | ||||
Product Information [Line Items] | ||||
Revenues | 3,945,179 | 152,733 | 13,741,381 | 1,247,306 |
Service Revenue Related Party [Member] | ||||
Product Information [Line Items] | ||||
Revenues | $ 0 | $ 261,878 | $ 62,240 | $ 359,378 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details - Receivables and contract liabilities) - USD ($) | Mar. 31, 2022 | Jun. 30, 2021 |
Accounting Policies [Abstract] | ||
Accounts receivable, net | $ 7,425,154 | $ 265,812 |
Accounts receivable, net - related parties | 298,714 | 69,952 |
Deferred revenue | $ 661,074 | $ 219,999 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies (Details - Cost of revenue) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | |
Product Information [Line Items] | ||||
Cost of revenue | $ 1,773,630 | $ 854,791 | $ 5,034,308 | $ 1,547,052 |
Product Sales [Member] | ||||
Product Information [Line Items] | ||||
Cost of revenue | 796,148 | 401,790 | 1,386,244 | 798,934 |
Service [Member] | ||||
Product Information [Line Items] | ||||
Cost of revenue | $ 977,482 | $ 453,001 | $ 3,648,064 | $ 748,118 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Jun. 30, 2021 | |
Product Information [Line Items] | |||||
Revenues | $ 5,592,150 | $ 1,588,329 | $ 15,641,767 | $ 3,403,239 | |
Accounts Receivable, after Allowance for Credit Loss | 7,425,154 | 7,425,154 | $ 265,812 | ||
Allowance for doubtful accounts | 925,619 | 925,619 | $ 37,465 | ||
Advertising expenses | 366,551 | 15,000 | |||
Stock-based compensation expenses | $ 2,145,626 | $ 730,000 | |||
Convertible Notes Payable [Member] | |||||
Product Information [Line Items] | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 3,278,330 | 58,042,294 | |||
Cashless Warrants [Member] | |||||
Product Information [Line Items] | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 15,786,829 | 0 | |||
Healthcare Insurers [Member] | |||||
Product Information [Line Items] | |||||
Revenues | $ 10,340,464 | ||||
Healthcare Insurers And Government Payers [Member] | |||||
Product Information [Line Items] | |||||
Accounts Receivable, after Allowance for Credit Loss | $ 4,766,023 | $ 4,766,023 | |||
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Healthcare Insurers And Government Payers [Member] | |||||
Product Information [Line Items] | |||||
Concentrations of credit risk | 46.00% | 74.00% | |||
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Healthcare Insurers And Government Payers [Member] | |||||
Product Information [Line Items] | |||||
Concentrations of credit risk | 25.00% |
Investment in Pala Diagnostics
Investment in Pala Diagnostics (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended | ||
Aug. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Nov. 30, 2021 | |
Contribution of property and equipment into joint venture | $ 111,185 | $ 0 | ||
Unauthorized distributions | 1,882,144 | |||
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 | $ 14,943 | ||
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 |
Selected Balance Sheet Elemen_3
Selected Balance Sheet Elements (Details - Inventories) - USD ($) | Mar. 31, 2022 | Jun. 30, 2021 |
Selected Balance Sheet Elements | ||
Raw materials | $ 347,971 | $ 172,227 |
Finished goods | 808,710 | 669,881 |
Inventory, Net | $ 1,156,681 | $ 842,108 |
Selected Balance Sheet Elemen_4
Selected Balance Sheet Elements (Details - Property and equipment) - USD ($) | Mar. 31, 2022 | Jun. 30, 2021 |
Selected Balance Sheet Elements | ||
Machinery and equipment | $ 582,959 | $ 223,141 |
Leasehold improvements | 301,941 | 323,669 |
Computer and office equipment | 394,089 | 186,549 |
Property, Plant and Equipment, Gross | 1,278,989 | 733,359 |
Less: Accumulated depreciation | (339,947) | (243,457) |
Property, Plant and Equipment, Net | $ 939,042 | $ 489,902 |
Selected Balance Sheet Elemen_5
Selected Balance Sheet Elements (Details - Intangible Assets, Net) - USD ($) | Mar. 31, 2022 | Jun. 30, 2021 |
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | $ 898,126 | $ 693,385 |
Finite-Lived Intangible Assets, Accumulated Amortization | 80,895 | 28,891 |
Finite-Lived Intangible Assets, Net | 817,231 | 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 | 80,895 | 28,891 |
Finite-Lived Intangible Assets, Net | 612,490 | 664,494 |
License [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | 195,000 | 0 |
Finite-Lived Intangible Assets, Accumulated Amortization | 0 | 0 |
Finite-Lived Intangible Assets, Net | 195,000 | $ 0 |
Software Development [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | 9,741 | |
Finite-Lived Intangible Assets, Accumulated Amortization | 0 | |
Finite-Lived Intangible Assets, Net | $ 9,741 |
Selected Balance Sheet Elemen_6
Selected Balance Sheet Elements (Details Narrative) - USD ($) | 9 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Selected Balance Sheet Elements | ||
Depreciation and amortization expense | $ 103,566 | $ 37,318 |
Amortization expense | $ 155,570 | $ 0 |
Accrued Payroll Taxes (Details
Accrued Payroll Taxes (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2022 | Jun. 30, 2021 | |
Payables and Accruals [Abstract] | ||||
Revenue service amount | $ 2,025,582 | $ 2,025,582 | $ 1,953,024 | |
Accrued interest rate | Accrued interest is compounded daily at an estimated effective interest rate of 7.33% | |||
Penalties and interest expense | $ 23,030 | $ 127,235 |
Debt (Details - Notes payable)
Debt (Details - Notes payable) - USD ($) | Mar. 31, 2022 | Jun. 30, 2021 |
Debt Instrument [Line Items] | ||
Notes payable | $ 14,824,062 | $ 10,508,955 |
Accrued interest | 255,156 | 182,147 |
Note Payable Related Entity 1 [Member] | ||
Debt Instrument [Line Items] | ||
Notes payable | 6,300,775 | 2,978,066 |
Accrued interest | 72,852 | 29,875 |
Note Payable Related Entity 2 [Member] | ||
Debt Instrument [Line Items] | ||
Notes payable | 7,079,166 | 357,025 |
Accrued interest | 54,849 | 5,532 |
Note Payable Related Entity 3 [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 | 850,102 | 3,668,938 |
Accrued interest | 117,620 | 93,150 |
Note Payable Related Entity 5 [Member] | ||
Debt Instrument [Line Items] | ||
Notes payable | 181,744 | 417,237 |
Accrued interest | 1,363 | $ 5,862 |
Note Payable Related Entity 6 [Member] | ||
Debt Instrument [Line Items] | ||
Notes payable | 32,750 | |
Accrued interest | $ 246 |
Debt (Details Narrative)
Debt (Details Narrative) - USD ($) | Feb. 04, 2022 | Sep. 30, 2021 | Sep. 30, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Jun. 30, 2021 |
Debt Instrument [Line Items] | ||||||
Debt instrument converted | $ 6,532,206 | |||||
Interest payable, related parties | $ 255,156 | $ 182,147 | ||||
Proceeds from Convertible Debt | 2,932,857 | $ 0 | ||||
Amortization of Debt Discount (Premium) | 146,475 | 0 | ||||
Securities Purchase Agreement [Member] | YA II PN Debentures [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | |||||
Interest payable, related parties | 18,356 | |||||
Debt Instrument, Face Amount | $ 3,000,000 | |||||
Proceeds from Convertible Debt | $ 2,880,000 | |||||
Debt Instrument, Convertible, Conversion Price | $ 0.9151 | |||||
[custom:WarrantsIssuedShares-0] | 983,499 | |||||
Debt Instrument, Unamortized Discount | $ 1,427,495 | 1,516,220 | ||||
Payments of Debt Issuance Costs | $ 120,000 | |||||
Stock Issued During Period, Shares, New Issues | 192,000 | |||||
Stock Issued During Period, Value, New Issues | $ 115,200 | |||||
Amortization of Debt Discount (Premium) | 146,475 | |||||
Convertible Debt | 1,483,780 | |||||
Unsecured Notes Payable [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Unsecured Long-Term Debt, Noncurrent | $ 15,841,268 | |||||
Debt Instrument, Interest Rate, Stated Percentage | 3.00% | |||||
Notes Payable Related Parties [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Interest payable, related parties | $ 255,156 | $ 182,147 | ||||
Interest expense, related parties | $ 173,007 | $ 95,998 | ||||
Series G Preferred Stock [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument converted | $ 4,428,589 | |||||
Debt converted, interest converted | $ 102,054 | |||||
Debt Conversion, Converted Instrument, Shares Issued | 6,937 |
Convertible Note Payable _ Re_2
Convertible Note Payable – Related Parties (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2021 | Mar. 31, 2022 | Jun. 30, 2021 | Jun. 30, 2019 | |
Defined Benefit Plan Disclosure [Line Items] | |||||
Debt instrument converted | $ 6,532,206 | ||||
Chief Executive Officer [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Convertible note payable - related party | $ 1,875,000 | ||||
Debt stated interest rate | 300.00% | ||||
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 | ||||
Interest and Dividends Payable | $ 112,500 | ||||
Debt instrument converted | $ 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 | 9 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | |
Related Party Transaction [Line Items] | ||||
Revenues - related party | $ 19,324 | $ 285,307 | $ 111,448 | $ 440,455 |
Dalrada Health [Member] | ||||
Related Party Transaction [Line Items] | ||||
Revenues - related party | 19,324 | 23,429 | 49,208 | 81,077 |
Solas [Member] | ||||
Related Party Transaction [Line Items] | ||||
Revenues - related party | 0 | 0 | 56,240 | 0 |
Prakat [Member] | ||||
Related Party Transaction [Line Items] | ||||
Revenues - related party | 0 | 126,748 | 6,000 | 224,248 |
Pacific Stem [Member] | ||||
Related Party Transaction [Line Items] | ||||
Revenues - related party | $ 0 | $ 135,130 | $ 0 | $ 135,130 |
Related Party Transactions (D_2
Related Party Transactions (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||
Oct. 31, 2021 | Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Jun. 30, 2021 | |
Related Party Transaction [Line Items] | ||||||||
Outstanding principal | $ 15,218,162 | |||||||
Accounts payable and accrued liabilities related parties | 1,240,385 | |||||||
Debt instrument converted | $ 6,532,206 | |||||||
Number of shares issued to directors | 6,500,000 | |||||||
Chief Executive Officer [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Management fees | 67,500 | $ 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 | |||||||
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 | $ 67,500 | $ 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 | 9 Months Ended |
Sep. 30, 2021 | Mar. 31, 2022 | |
Class of Stock [Line Items] | ||
Debt Conversion, Converted Instrument, Amount | $ 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 Conversion, Converted Instrument, Amount | $ 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 | 9 Months Ended | ||||||
Mar. 31, 2022 | Feb. 16, 2022 | Oct. 31, 2021 | Aug. 31, 2021 | Aug. 31, 2021 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Mar. 31, 2022 | |
Class of Stock [Line Items] | |||||||||
Shares issued to related party, shares | 500,000 | ||||||||
Shares issued to related party, value | $ 377,500 | $ 362,532 | $ 1,105,587 | $ 677,507 | |||||
Common Stock [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Shares issued to related party, shares | 500,000 | 2,250,000 | 192,000 | ||||||
Shares issued to related party, value | $ 107,880 | ||||||||
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 | 87,500 | ||||||
I H G [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Shares issued for acquisition, shares | 125,000 | 125,000 | 125,000 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details Narrative) - USD ($) | Nov. 10, 2021 | May 10, 2021 | Mar. 31, 2022 | Feb. 16, 2022 | Nov. 30, 2021 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Mar. 31, 2022 | Mar. 31, 2021 |
Defined Benefit Plan Disclosure [Line Items] | ||||||||||
Fair value of options granted per share | $ 0.59 | |||||||||
Fair value of options granted | $ 1,338,644 | |||||||||
Exercise price | $ 0.45 | |||||||||
Shares issued to related party, shares | 500,000 | |||||||||
Shares issued to related party, value | $ 377,500 | $ 362,532 | $ 1,105,587 | $ 677,507 | ||||||
Stock based compensation | $ 2,145,626 | $ 730,000 | ||||||||
Common Stock [Member] | ||||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||||
Shares issued to related party, shares | 500,000 | 2,250,000 | 192,000 | |||||||
Shares Issued, Price Per Share | $ 0.76 | $ 0.76 | $ 0.76 | |||||||
Shares issued to related party, value | $ 107,880 | |||||||||
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] | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Net of Forfeitures | 1,000,000 | |||||||||
Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 0.47 | |||||||||
Fair value of options granted per share | $ 0.43 | |||||||||
Fair value of options granted | $ 430,027 | |||||||||
Employee [Member] | ||||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||||
Fair value of options granted per share | $ 0.73 | |||||||||
Fair value of options granted | $ 1,651,093 |
Segment Reporting (Details - Se
Segment Reporting (Details - Segment information) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | |
Segment Reporting Information [Line Items] | ||||
Revenue | $ 5,592,150 | $ 1,588,329 | $ 15,641,767 | $ 3,403,239 |
Loss from operations | (2,639,643) | (2,309,921) | (5,395,039) | (4,192,223) |
Net income (loss) | (2,993,580) | (2,469,449) | (6,037,391) | (4,603,310) |
Engineering [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 1,415,480 | 316,848 | 2,878,677 | 1,777,309 |
Loss from operations | 196,961 | (193,260) | 109,691 | 227,557 |
Net income (loss) | 194,950 | (184,913) | 81,092 | 229,626 |
Health [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 2,948,850 | 689,024 | 10,988,302 | 877,338 |
Loss from operations | (439,834) | (193,236) | 3,927,719 | (513,375) |
Net income (loss) | (448,706) | (178,033) | 3,894,343 | (498,172) |
Information Technology [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 1,952,352 | 536,918 | 3,806,889 | 1,446,583 |
Loss from operations | 548,618 | (39,466) | 570,478 | (53,892) |
Net income (loss) | 548,961 | (39,467) | 568,582 | (53,643) |
Education [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 177,135 | 202,394 | 634,686 | 202,394 |
Loss from operations | (91,157) | (42,862) | (216,744) | (42,862) |
Net income (loss) | (91,157) | (42,862) | (216,744) | (42,862) |
Corporate Segment [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 1,060 | 139,600 | ||
Loss from operations | (2,820,721) | (2,077,807) | (8,225,769) | (3,892,334) |
Net income (loss) | (2,996,568) | (1,914,921) | (8,592,081) | (3,476,710) |
Inter Segment Eliminations [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | (902,727) | (156,854) | (2,806,387) | (900,384) |
Loss from operations | (33,510) | 236,711 | (1,560,414) | 82,682 |
Net income (loss) | $ (200,561) | $ (109,253) | $ (1,772,583) | $ (761,549) |
Segment Reporting (Details - Re
Segment Reporting (Details - Revenue by country) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenue | $ 5,592,150 | $ 1,588,329 | $ 15,641,767 | $ 3,403,239 |
UNITED STATES | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenue | 13,602,738 | 1,916,506 | ||
Europe [Member] | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenue | 150,189 | 507,661 | ||
INDIA | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenue | $ 1,888,840 | $ 979,072 |
Segment Reporting (Details - In
Segment Reporting (Details - Inventories by country) - USD ($) | Mar. 31, 2022 | Jun. 30, 2021 |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Inventories | $ 1,156,681 | $ 842,108 |
UNITED STATES | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Inventories | 311,697 | 335,036 |
Europe [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Inventories | $ 844,984 | $ 507,072 |
Segment Reporting (Details - Pr
Segment Reporting (Details - Property and equipment by country)Segment Reporting (Details - Property and equipment by country) - USD ($) | Mar. 31, 2022 | Jun. 30, 2021 |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Property and equipment, net | $ 939,042 | $ 489,902 |
UNITED STATES | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Property and equipment, net | 710,120 | 221,308 |
Europe [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Property and equipment, net | 215,601 | 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 | 9 Months Ended | |||||
Mar. 31, 2022 | Mar. 31, 2022 | Jan. 31, 2022 | Jun. 30, 2021 | May 31, 2021 | Mar. 31, 2021 | May 31, 2020 | |
Operating lease, right of use asset | $ 678,827 | $ 678,827 | $ 532,327 | ||||
Escondido, CA [Member] | |||||||
Operating lease liability | $ 822,389 | ||||||
Operating lease, right of use asset | $ 822,389 | ||||||
Effective borrowing rate | 3.00% | ||||||
Imputed Interest | $ 53,399 | ||||||
Operating Lease, Expense | $ 100,053 | $ 300,159 | |||||
Brownsville, TX [Member] | |||||||
Operating lease liability | 177,124 | ||||||
Operating lease, right of use asset | $ 177,124 | ||||||
Effective borrowing rate | 3.00% | ||||||
Imputed Interest | $ 8,399 | ||||||
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 | 3.00% | ||||||
Chula Vista C A [Member] | |||||||
Operating lease liability | $ 287,345 | ||||||
Operating lease, right of use asset | $ 287,345 | ||||||
Effective borrowing rate | 3.00% |