Cover
Cover - shares | 6 Months Ended | |
Dec. 31, 2022 | Feb. 14, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Dec. 31, 2022 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2023 | |
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, $0.005 par value per share | |
Trading Symbol | DFCO | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 85,657,473 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (unaudited) - USD ($) | Dec. 31, 2022 | Jun. 30, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 1,110,034 | $ 772,062 |
Restricted cash | 426,920 | 0 |
Accounts receivable, net | 5,491,884 | 6,406,555 |
Accounts receivable, net - related parties | 93,516 | 41,603 |
Other receivables | 507,412 | 288,655 |
Inventories | 2,509,920 | 1,624,621 |
Prepaid expenses and other current assets | 200,645 | 430,070 |
Total current assets | 10,340,331 | 9,563,566 |
Long-term receivables | 41,589 | 42,395 |
Long-term receivables - related parties | 1,191,760 | 1,209,103 |
Property and equipment, net | 1,527,687 | 1,076,412 |
Goodwill | 4,253,424 | 4,253,424 |
Intangible assets, net | 3,740,363 | 3,524,888 |
Right of use asset, net | 1,458,502 | 1,665,436 |
Right of use asset, net - related party | 2,507,484 | 1,087,256 |
Total assets | 25,061,140 | 22,422,480 |
Current liabilities: | ||
Accounts payable | 2,551,612 | 2,331,919 |
Accrued liabilities | 3,476,961 | 1,799,404 |
Accrued payroll taxes, penalties and interest | 0 | 2,055,736 |
Accounts payable and accrued liabilities – related parties | 1,016,424 | 1,270,133 |
Deferred revenue | 1,530,301 | 720,923 |
Notes payable, current portion | 687,202 | 669,028 |
Notes payable – related parties | 16,500,347 | 9,269,377 |
Convertible notes payable, net of debt discount | 666,577 | 1,495,528 |
Right of use liability | 378,496 | 435,647 |
Right of use liability - related party | 503,812 | 369,050 |
Total current liabilities | 27,311,732 | 20,416,745 |
Long-term payables | 90,701 | 120,534 |
Notes payable | 479,001 | 479,001 |
Notes payable – related parties | 8,875,783 | 9,538,685 |
Contingent consideration | 4,731,600 | 4,870,800 |
Right of use liability | 1,080,005 | 1,231,691 |
Right of use liability - related party | 2,003,673 | 718,206 |
Total liabilities | 44,572,495 | 37,375,662 |
Commitments and contingencies (Note 14) | ||
Stockholders' deficit: | ||
Common stock, $0.005 par value, 1,000,000,000 shares authorized, 85,657,474 and 72,174,620 shares issued and outstanding at September 30, 2022 and June 30, 2022, respectively | 428,270 | 360,855 |
Common stock to be issued | 430,275 | 1,066,925 |
Additional paid-in capital | 108,260,802 | 104,627,032 |
Accumulated deficit | (129,467,297) | (121,436,490) |
Accumulated other comprehensive income (loss) | (21,040) | (50,673) |
Total Dalrada Financial Corp’s stockholders’ deficit | (20,368,840) | (15,432,201) |
Noncontrolling interests | 857,485 | 479,019 |
Total stockholders' deficit | (19,511,355) | (14,953,182) |
Total liabilities and stockholders' deficit | 25,061,140 | 22,422,480 |
Series G Preferred Stock [Member] | ||
Stockholders' deficit: | ||
Preferred Stock, Value, Issued | 100 | 100 |
Series F Preferred Stock [Member] | ||
Stockholders' deficit: | ||
Preferred Stock, Value, Issued | $ 50 | $ 50 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (unaudited) (Parenthetical) - $ / shares | Dec. 31, 2022 | Jun. 30, 2022 |
Common stock, par value | $ 0.005 | $ 0.005 |
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued | 85,657,474 | 72,174,620 |
Common stock, shares outstanding | 85,657,474 | 72,174,620 |
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 | 10,002 |
Preferred Stock, Shares Outstanding | 10,002 | 10,002 |
Series F Preferred Stock [Member] | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 |
Preferred Stock, Shares Authorized | 5,000 | 5,000 |
Preferred Stock, Shares Issued | 5,000 | 5,000 |
Preferred Stock, Shares Outstanding | 5,000 | 5,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||||
Revenues | $ 4,603,878 | $ 5,370,449 | $ 8,776,127 | $ 9,957,493 |
Revenues - related party | 649,242 | 76,815 | 734,760 | 92,124 |
Total revenues | 5,253,120 | 5,447,264 | 9,510,887 | 10,049,617 |
Cost of revenue | 2,955,132 | 2,056,343 | 5,311,460 | 3,260,678 |
Gross profit | 2,297,988 | 3,390,921 | 4,199,427 | 6,788,939 |
Operating expenses: | ||||
Selling, general and administrative (includes stock-based compensation of $901,721 and $1,105,587 for the three months and $1,369,238 and $1,783,094 for the six months ended 2022 and 2021 respectively) | 7,080,077 | 5,293,040 | 11,937,694 | 9,542,739 |
Research and development | 0 | 0 | 0 | 1,596 |
Total operating expenses | 7,080,077 | 5,293,040 | 11,937,694 | 9,544,335 |
Loss from operations | (4,782,089) | (1,902,119) | (7,738,267) | (2,755,396) |
Other income (expense): | ||||
Interest expense | (1,220,603) | (135,070) | (1,892,730) | (258,874) |
Interest income | 22,826 | 521 | 41,895 | 1,048 |
Other income (expense) | (444,699) | (1,464) | (106,622) | 13,244 |
Gain on expiration of accrued tax liability | 2,037,712 | 2,090,978 | ||
Gain (loss) on foreign exchange | (95,312) | (88,084) | (47,595) | (44,333) |
Total other income (expenses) | 299,924 | (224,097) | 85,926 | (288,915) |
Net loss | (4,482,165) | (2,126,216) | (7,652,341) | (3,044,311) |
Other comprehensive (loss) income | ||||
Foreign currency translation | (34,129) | 325 | 29,633 | 39,669 |
Comprehensive (loss) income | (4,516,294) | (2,125,891) | (7,622,708) | (3,004,642) |
Net income (loss) attributable to noncontrolling interests | (69,147) | 1,317,538 | 378,466 | 2,606,707 |
Net loss attributable to Dalrada Financial Corporation stockholders | $ (4,413,018) | $ (3,443,754) | $ (8,030,807) | $ (5,651,018) |
Net loss per common share to Dalrada stockholders - basic | $ (0.05) | $ (0.05) | $ (0.10) | $ (0.08) |
Net loss per common share to Dalrada stockholders - diluted | $ (0.05) | $ (0.05) | $ (0.10) | $ (0.08) |
Weighted average common shares outstanding - basic | 84,437,801 | 73,903,689 | 80,721,783 | 73,939,348 |
Weighted average common shares outstanding - diluted | 84,437,801 | 73,903,689 | 80,721,783 | 73,909,348 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations (Unaudited) (Parenthetical) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||||
Stock-based compensation | $ 901,721 | $ 1,105,587 | $ 1,369,238 | $ 1,783,094 |
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] | Retained Earnings [Member] | Comprehensive Income [Member] | Total Dalrada Financial Corps Stockholders Deficit [Member] | Noncontrolling Interest [Member] | Total |
Beginning balance, value at Jun. 30, 2021 | $ 50 | $ 369,194 | $ 601,825 | $ 92,965,821 | $ (107,338,174) | $ 32,287 | $ (13,368,997) | $ (38,391) | $ (13,407,388) | ||
Shares, Outstanding, Beginning Balance at Jun. 30, 2021 | 5,000 | 73,838,662 | |||||||||
Conversion of related party notes into preferred stock | 6,532,206 | 6,532,206 | 6,532,206 | ||||||||
Common stock issued pursuant to acquisitions | $ 1,063 | (85,975) | 84,913 | 1 | 1 | ||||||
Stock Issued During Period, Shares, Acquisitions | 212,500 | ||||||||||
Joint venture | 58,560 | 58,560 | 111,185 | 169,745 | |||||||
Repurchase of common shares from subsidiary | $ (1,647) | (13,179) | (14,826) | (14,826) | |||||||
Stock Repurchased During Period, Shares | (329,478) | ||||||||||
Stock-based compensation | $ 10,000 | 667,507 | 677,507 | 677,507 | |||||||
Shares Issued, Shares, Share-Based Payment Arrangement, after Forfeiture | 2,000,000 | ||||||||||
Net income (loss) | (2,265,842) | (2,265,842) | 1,289,169 | (976,673) | |||||||
Foreign currency translation | 39,344 | 39,344 | 39,344 | ||||||||
Ending balance, value at Sep. 30, 2021 | $ 50 | $ 378,610 | 574,410 | 6,532,206 | 93,705,062 | (109,604,016) | 71,631 | (8,342,047) | 1,361,963 | (6,980,084) | |
Shares, Outstanding, Ending Balance at Sep. 30, 2021 | 5,000 | 75,721,684 | |||||||||
Issuance of preferred stock | $ 100 | (6,532,206) | 6,532,106 | ||||||||
Issuance of Preferred Stock, shares | 10,002 | ||||||||||
Common stock issued pursuant to acquisitions | $ 1,063 | (85,975) | 84,913 | 1 | 1 | ||||||
Stock Issued During Period, Shares, Acquisitions | 212,500 | ||||||||||
Joint venture | $ 1,250 | (58,560) | 57,310 | (1,874,244) | (1,874,244) | ||||||
[custom:JointVenturesShares] | 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 | 1,105,587 | |||||||
Shares Issued, Shares, Share-Based Payment Arrangement, after Forfeiture | 500,000 | ||||||||||
Net income (loss) | (3,385,175) | (3,385,175) | 1,317,537 | (2,067,638) | |||||||
Foreign currency translation | 325 | 325 | 325 | ||||||||
Ending balance, value at Dec. 31, 2021 | $ 100 | $ 50 | $ 350,923 | 429,875 | 101,514,978 | (112,989,191) | 71,956 | (10,621,311) | 805,256 | (9,816,055) | |
Shares, Outstanding, Ending Balance at Dec. 31, 2021 | 10,002 | 5,000 | 70,184,184 | ||||||||
Beginning balance, value at Jun. 30, 2022 | $ 100 | $ 50 | $ 360,855 | 1,066,925 | 104,627,032 | (121,436,490) | (50,673) | (15,432,201) | 479,019 | (14,953,182) | |
Shares, Outstanding, Beginning Balance at Jun. 30, 2022 | 10,002 | 5,000 | 72,174,620 | ||||||||
Common stock issued for conversion of convertibles notes, accrued interest and premium | $ 34,065 | 1,077,332 | 1,111,397 | 1,111,397 | |||||||
Common Stock issued for conversion of convertible notes, accrued interest and premium, shares | 6,813,021 | ||||||||||
Common stock issued pursuant to acquisitions | $ 4,167 | (175,000) | 343,183 | 172,350 | 172,350 | ||||||
Stock Issued During Period, Shares, Acquisitions | 833,333 | ||||||||||
Stock-based compensation | $ 2,500 | (175,000) | 640,017 | 467,517 | 467,517 | ||||||
Shares Issued, Shares, Share-Based Payment Arrangement, after Forfeiture | 500,000 | ||||||||||
Net income (loss) | (3,617,789) | (3,617,789) | 447,613 | (3,170,176) | |||||||
Foreign currency translation | 63,762 | 63,762 | 63,762 | ||||||||
Ending balance, value at Sep. 30, 2022 | $ 100 | $ 50 | $ 401,587 | 716,925 | 106,687,564 | (125,054,279) | 13,089 | (17,234,964) | 926,632 | (16,308,332) | |
Shares, Outstanding, Ending Balance at Sep. 30, 2022 | 10,002 | 5,000 | 80,320,974 | ||||||||
Beginning balance, value at Jun. 30, 2022 | $ 100 | $ 50 | $ 360,855 | 1,066,925 | 104,627,032 | (121,436,490) | (50,673) | (15,432,201) | 479,019 | (14,953,182) | |
Shares, Outstanding, Beginning Balance at Jun. 30, 2022 | 10,002 | 5,000 | 72,174,620 | ||||||||
Ending balance, value at Dec. 31, 2022 | $ 100 | $ 50 | $ 428,270 | 430,275 | 108,260,802 | (129,467,297) | (21,040) | (20,368,840) | 857,485 | (19,511,355) | |
Shares, Outstanding, Ending Balance at Dec. 31, 2022 | 10,002 | 5,000 | 85,657,474 | ||||||||
Beginning balance, value at Sep. 30, 2022 | $ 100 | $ 50 | $ 401,587 | 716,925 | 106,687,564 | (125,054,279) | 13,089 | (17,234,964) | 926,632 | (16,308,332) | |
Shares, Outstanding, Beginning Balance at Sep. 30, 2022 | 10,002 | 5,000 | 80,320,974 | ||||||||
Common stock issued for conversion of convertibles notes, accrued interest and premium | $ 20,808 | 315,283 | 336,091 | 336,091 | |||||||
Common Stock issued for conversion of convertible notes, accrued interest and premium, shares | 4,161,500 | ||||||||||
Common stock issued pursuant to acquisitions | $ 5,875 | (286,650) | 356,234 | 75,459 | 75,459 | ||||||
Stock Issued During Period, Shares, Acquisitions | 1,175,000 | ||||||||||
Stock-based compensation | 901,721 | 901,721 | 901,721 | ||||||||
Net income (loss) | (4,413,018) | (4,413,018) | (69,147) | (4,482,165) | |||||||
Foreign currency translation | (34,129) | (34,129) | (34,129) | ||||||||
Ending balance, value at Dec. 31, 2022 | $ 100 | $ 50 | $ 428,270 | $ 430,275 | $ 108,260,802 | $ (129,467,297) | $ (21,040) | $ (20,368,840) | $ 857,485 | $ (19,511,355) | |
Shares, Outstanding, Ending Balance at Dec. 31, 2022 | 10,002 | 5,000 | 85,657,474 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities: | ||
Net loss | $ (7,652,341) | $ (3,044,311) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 348,512 | 94,253 |
Stock compensation | 1,369,238 | 1,783,094 |
Change in fair value of contingent consideration | 108,609 | 0 |
Bad debt expense | 593,664 | 0 |
Gain on expiration of accrued tax liability | (2,090,978) | |
Changes in operating assets and liabilities, net of amounts acquired or assumed in connection with acquisition: | ||
Accounts receivable | 269,094 | (5,828,903) |
Other receivables | (191,468) | (74,325) |
Inventories | (885,299) | (535,387) |
Prepaid expenses and other current assets | 227,523 | 30,252 |
Long-term receivables | 18,149 | 0 |
Accounts payable | 195,528 | 384,424 |
Long-term payables | (29,833) | 0 |
Accounts payable and accrued liabilities - related parties | (253,709) | 1,046,334 |
Accrued liabilities | 2,277,287 | 928,960 |
Accrued payroll taxes, penalties and interest | 35,242 | 49,528 |
Deferred revenue | 749,378 | 437,160 |
Net cash used in operating activities | (4,911,404) | (4,728,921) |
Cash flows from investing activities: | ||
Purchase of property and equipment | (605,515) | (232,988) |
Purchase of intangibles | (385,792) | (104,740) |
Acquisition of business, net of cash | 70,979 | 0 |
Net cash used in investing activities | (920,328) | (337,728) |
Cash flows from financing activities: | ||
Proceeds from related party notes payable | 7,320,324 | 6,999,445 |
Repayments of related party notes payable | (752,256) | (12,923) |
Distributions to noncontrolling interest | 0 | (1,874,245) |
Net proceeds (repayments) from notes payable | (1,077) | 0 |
Repurchase of common shares from subsidiary | 0 | (14,826) |
Net cash provided by financing activities | 6,566,991 | 5,097,451 |
Net change in cash and cash equivalents | 735,259 | 30,802 |
Effect of exchange rate changes on cash | 29,633 | 39,699 |
Cash and cash equivalents at beginning of period | 772,062 | 110,285 |
Cash and cash equivalents at end of period | 1,536,954 | 180,786 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Conversion of related party notes and interest into preferred stock | 0 | 6,532,206 |
Contribution of property and equipment into joint venture | 0 | 111,185 |
Issuance of shares to joint venture partner | 0 | 58,560 |
Conversion of accounts payable-related parties to note payable-related parties | 0 | 181,744 |
Conversion of convertible note payable, accrued interest and premium into common stock | 1,447,488 | 0 |
Increase in right of use asset and liability | 1,192,774 | 0 |
Net liabilities assumed in acquisition: | ||
Assets acquired in acquisitions, net of cash | 69,862 | 0 |
Less Liabilities assumed | (140,841) | 0 |
Net liabilities assumed in acquisition | $ (70,979) | $ 0 |
Organization and Nature of Oper
Organization and Nature of Operations | 6 Months Ended |
Dec. 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”), was incorporated in September 1982 under the laws of the State of California. It was reincorporated in May 1983 under the laws of the State of Delaware and reincorporated again on May 5, 2020, under the laws of the state of Wyoming. Dalrada Financial Corporation trades under the symbol, OTCQB: DFCO. Since Dalrada’s inception, the Company has grown its footprint to include the unique business divisions: Dalrada Health Dalrada Energy Services Dalrada Precision Manufacturing Dalrada Technologies Dalrada Health Dalrada Health delivers advanced health care solutions with dedicated products, services, and systems. From virus and disease screening capabilities to pharmaceutical goods and holistic wellness clinics, This specialized division is committed to developing key health products, lifesaving medications and building comprehensive systems to increase capability, strive to keep people healthy with the goals of improving their quality of life and increasing their longevity– on a global level. Empower Genomics (“Empower”) Pala Diagnostics (“Pala”) Solas Corp. (“Solas”) International Health Group (“IHG”) Pacific Stem Cells (“PSC”) Watson Rx Solutions (“Watson”) GlanHealth (“GlanHealth”) Dalrada Energy Services Dalrada Energy Services (‘DES’) employs next-generation technology that enhances clean energy efforts while reducing the world’s carbon footprint. Through innovative products and commercial services, DES facilitates energy transition for universities, businesses, government buildings, and more. Dalrada Energy Services (“DES”) Bothof Brothers Construction (“Bothof”) Dalrada Precision Manufacturing Dalrada Precision Manufacturing creates total manufacturing solutions that start with the design and development of high-quality machine parts and components, and end with an efficient global supply chain. This specialized business division can meet today’s high demands and solves industry challenges. Dalrada Precision Manufacturing is confident that it redefines the critical quality of the world’s top components and responds with in-house research, design, engineering, and distribution through a highly reliable global supply chain and improved time-to-market capabilities. Dalrada Precision Parts (“Precision”) Likido Ltd. (“Likido”) Ignite I.T. (“Ignite”) Deposition Technologies (“DepTec”) DepTec has built a multitude of precision OEM parts for PVD ( Physical vapor deposition) Dalrada Technologies Dalrada Technologies has worked with some of the world’s most recognizable companies, providing digital engineering for cutting-edge software systems and offering a host of robust digital services. This business division connects the world with integrated technology and innovative solutions, delivering advanced capabilities and error-free results. Dalrada Technologies creates digital products with expert computer information technology and software engineering services for a variety of technical industries and clients in both B2B and B2C environments. Prakat (“Prakat”) Liquidity and Going Concern These condensed consolidated financial statements have been prepared on a going concern basis, which implies that the Company will continue to realize its assets and discharge its liabilities in the normal course of business. As of December 31, 2022, the Company has an accumulated deficit of $ 129,467,297 3,000,000 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Dec. 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, and the instructions to Form 10-Q and Article 10 of Regulation S-X. 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 2023. 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 in our Annual Report on Form 10-K for the year ended June 30, 2022, as filed with the United States Securities and Exchange Commission (“SEC”). (b) Principles of Consolidation These consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries: Dalrada Precision Corp., a company incorporated in the State of California, since June 25, 2018 (date of incorporation), Dalrada Health Products, a company incorporated in the State of California, since October 2, 2018 (date of incorporation), Dalrada Technologies, LLC, a company incorporated in the State of Wyoming, since January 1, 2020 (date of incorporation), Dalrada Energy Services, Inc., a company incorporated in the State of Wyoming, since March 17, 2022 (date of incorporation), since their respective acquisition dates. All inter-company transactions and balances have been eliminated in consolidation. The consolidated financial statements include the accounts of Dalrada Financial Corp., Dalrada Health Products Inc., Solas Corp., Empower Genomics, Inc., International Health Group, Inc., Pala Diagnostics, LLC, Pacific Stem Cells, LLC, Watson Rx Solutions, Inc., Dalrada Precision Corp., Dalrada Energy Services, Inc., Likido Corp., Ignite I.T., Bothof Brothers Inc., Prakat Solutions, Inc., Prakat Solutions Private Limited, Likido Ltd., and Deposition Technologies Ltd., controlled by the Company through its direct or indirect ownership of a majority voting interest. Additionally, the 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 the statement of stockholders' equity, consolidated balance sheet, and statement of cash flows. (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 six months or less at the time of issuance to be cash equivalents. Restricted cash includes the cash restricted to withdrawal or usage. (e) Concentrations of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and accounts receivable. 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. When estimating its allowance for credit losses related to revenues from Covid Testing, the Company differentiates its receivables based on the following customer types: healthcare insurers, government payers, and cash payers. Additionally, the Company applies assumptions and judgments for assessing collectability and determining net revenues and accounts receivable from its customers. Historical collection factors we considered for assessing collectability and determining net revenues and accounts receivable from our customers include the period of time that the receivables have been outstanding, history of payment amounts, status of collections due, and applicable statutes of limitations. During the six months ended December 31, 2022, healthcare insurers accounted for over 25 2,372,415 2,791,579 (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 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. The Company records a contingent consideration liability relating to stock price guarantees included in its acquisition and consulting agreements. The estimated fair value of the contingent consideration is recorded using a significant observable measure and is therefore classified as a Level 2 financial instrument. The fair value of the contingent consideration liability related to the Company’s business combinations is valued based on a forward contract and the guaranteed equity value at settlement as defined in the acquisition agreement. The fair value of the contingent consideration is then calculated based on the guaranteed equity value at settlement as defined in the acquisition agreement. (See “Note 14. Commitments and Contingencies”). (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 receivables are derived from products and services delivered to customers and are stated at their net realizable value. Each month, the Company reviews its receivables on a customer-by-customer basis and evaluates whether an allowance for doubtful accounts is necessary based on any known or perceived collection issues. Any balances that are eventually deemed uncollectible are written off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. As of December 31, 2022, and June 30, 2022, the Company had an allowance of doubtful accounts of $ 210,945 119,791 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. The Company principally estimates the allowance for credit losses by pool based on historical collection experience, the current credit worthiness of the customers, current economic conditions, expectations of future economic conditions and the period of time that the receivables have been outstanding. Although we believe that our estimates for contractual allowances and patient price concessions are appropriate, actual results could differ from those estimates. (i) Inventory Inventory is recorded at the lower of cost or net realizable value on a first-in first-out basis. As of December 31, 2022 and June 30, 2022, 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 selling price in the ordinary course of business, less estimated costs to sell. (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, indefinite life intangible assets, 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 tests. 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 June 30, 2022, there were quantitative factors that indicated goodwill was impaired in the amount of $ 218,308 no An intangible asset is an identifiable non-monetary asset without physical substance. Such an asset is identifiable when it is separable, or when it arises from contractual or other legal rights. Separable assets can be sold, transferred, licensed, etc. Examples of intangible assets include computer software, licenses, trademarks, patents, films, and copyrights. The Company’s intangible assets are finite lived assets and are amortized on a straight-line basis over the estimated useful lives of the assets. (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 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 will record a reduction or increase, as appropriate, to net sales in the period in which it makes such a determination. Reserves for returns, and markdowns are included within accrued expenses and other liabilities. Allowance and discounts are recorded in accounts receivable, net and the value of inventory associated with reserves for sales returns are included within prepaid expenses and other current assets on the consolidated balance sheets. The Company estimates warranty claims reserves based on historical results and research and determined that a warranty reserve was not necessary as of December 31, 2022, or 2021. Net revenues from COVID-19 testing accounted for over 25% of the Company’s total net revenues for the six months ended December 31, 2022, and primarily comprised of a high volume of relatively low-dollar transactions. Pala and Empower, 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 and Empower do 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. We regularly assess the state of our billing operations in order to identify issues which may impact the collectability of receivables or revenue estimates. We believe that the collectability of our receivables is directly linked to the quality of our billing processes, most notably those related to obtaining the correct information in order to bill effectively for the services we provide. As such, we strive to implement “best practices” and work with our third-party billing company to reduce the number of requisitions that we receive from healthcare providers with missing or incorrect billing information. We believe that our collection and revenue estimation processes, along with our close monitoring of our billing operations, help to reduce the risk associated with material adjustments to reserve estimates. However, changes to our estimate of the impact of contractual allowances (including payer denials) and patient price concessions could have a material impact on our results of operations and financial condition in the period that the estimates are adjusted. 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. DES recognizes revenue on energy savings contracts where it provides design, engineering and equipment upgrades to obtain energy savings through Environmental, Social, and Governance (“ESG”) targets. Up to and upon completion of an energy savings project, DES calculates the monthly energy savings based on prior and current energy consumption totals. The monthly energy savings total is split between the customer and DES where DES recognizes revenue on a certain negotiated percentage of the total savings. Upon completion of an energy savings contract, the customer will then retain 100% of such energy savings. DES records revenue as it provides additional management, consulting and other services as they are incurred. DES records a sales-type lease where the Company is the lessor. The Company records its investment in the plant and equipment, used to upgrade a customer’s real property, leased to franchisees on a net basis, which is comprised of the present value of fixed lease payments not yet received over the course of the energy savings agreements. The current and long-term portions of our net investment in sales-type leases are included in “Accounts Receivable, net – related parties” and “Long-term receivables – related parties” respectively. Unearned income is recognized as interest income over the lease term. Sales-type leases result in the recognition of gain or loss at the commencement of the lease, which is recorded to “Revenues – related party.” DepTec and Bothof recognize revenues using a cost-based input method, by which we use actual costs incurred relative to the total estimated contract costs to determine, as a percentage, progress toward contract completion. Provisions for estimated losses on uncompleted contracts are made in the period in which such losses are determined. 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 Six Months Ended December 31, December 31, 2022 2021 2022 2021 Product sales - third parties $ 1,516,285 $ 301,693 $ 2,512,764 $ 343,643 Product sales - related party 9,576 14,575 73,999 29,884 Service revenue - third parties 3,087,593 5,062,756 6,263,363 9,613,850 Service revenue - related party 639,666 62,240 660,761 62,240 Total revenue $ 5,253,120 $ 5,447,264 $ 9,510,887 $ 10,049,617 Accounts Receivable and Deferred Revenue The following table provides information about receivables and liabilities from contracts with customers: Schedule of receivables and contract liabilities December 31, June 30, 2022 2022 Accounts receivable, net $ 5,491,884 $ 6,406,555 Accounts receivable, net - related parties 93,516 41,603 Long-term receivables 41,589 42,395 Long-term receivables - related parties 1,191,760 1,209,103 Deferred revenue 1,530,301 720,923 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 Six Months Ended December 31, December 31, 2022 2021 2022 2021 Product sales $ 928,237 $ 526,063 $ 1,703,314 $ 590,096 Service revenue 2,026,895 1,530,280 3,608,146 2,670,582 Total cost of revenue $ 2,955,132 $ 2,056,343 $ 5,311,460 $ 3,260,678 (o) Advertising Advertising costs are expensed as incurred. During the three months ended December 31, 2022 and 2021, advertising expenses were approximately $ 92,000 135,000 201,000 228,000 (p) Stock-based Compensation The Company records stock-based compensation in accordance with ASC 718, Compensation – Stock Compensation 901,721 1,105,587 1,369,238 1,783,094 (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 December 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 790,976 0 17,225,000 1,000,000 There were no adjustments to the numerator during the three and six months ended December 31, 2022 and 2021, respectively. (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 The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. (w) Contingent Consideration The Company estimates and records the acquisition date fair value of contingent consideration as part of purchase price consideration for acquisitions. Additionally, each reporting period, the Company estimates changes in the fair value of contingent consideration and recognizes any change in fair in the consolidated statement of operations. The estimate of the fair value of contingent consideration requires very subjective assumptions to be made of future operating results, discount rates and probabilities assigned to various potential operating result scenarios. Future revisions to these assumptions could materially change the estimate of the fair value of contingent consideration and therefore, materially affect the Company’s future financial results. The contingent consideration liability is to be settled with the issuance of shares of common stock once contingent provisions set forth in respective acquisition agreements have been achieved. Upon achievement of contingent provisions, respective liabilities are relieved and offset by increases to common stock and additional paid in capital in the stockholders’ deficit section of the Company’s consolidated balance sheets. The contingent consideration decreased by $ 139,200 4,731,600 |
Investment in Pala Diagnostics
Investment in Pala Diagnostics | 6 Months Ended |
Dec. 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 contributed equity in the amount of $ 500,000 111,185 Pursuant to the JV agreement, Dalrada issued 250,000 58,560 In December 2021, Dalrada Health filed suit against Vivera and Paul Edalat, Vivera’s Chairman and CEO, for misappropriation of funds on behalf of the joint venture in the amount of $ 2,104,509 |
Business Combinations and Acqui
Business Combinations and Acquisition | 6 Months Ended |
Dec. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Business Combinations and Acquisition | 4. Business Combinations and Acquisition Bothof Brothers Construction Inc. (“Bothof”) On October 17, 2022, the Company acquired 100% of the common stock of Bothof. The Company assumed the net liabilities of the Bothof in exchange for the employment services of the selling shareholder. All consideration in the transaction requires the continued employment of the selling shareholder and thus is not consideration transferred under ASC 805. The Company entered into a 36-month employment agreement with the selling shareholder for $ 30,000 3,000,000 0.15 450,000 If at the end of the 24-month warrant distribution period, beginning on the effective date of October 17, 2022 (the “Distribution Period”), the value of cashless warrants does not equate to $ 6,000,000 The following is a summary of the value of the Warrant Consideration to the selling shareholder. The Company records the value on a straight line basis over the vesting period of 24-months: Schedule of warrant consideration Warrant Consideration $ 3,482,550 The Warrant Consideration is contingent on the selling shareholder’s continued employment with the Company; therefore, it is treated as stock-based compensation expense and recognized ratably over a 24-month period. The Company acquired Bothof to facilitate the work of and expand the Dalrada Energy Services segment. Bothof’s selling shareholder holds certain licenses, construction/engineering design expertise and management skills which will leverage synergies with Dalrada Energy Services. The Bothof transaction was accounted for as a business combination in accordance with Accounting Standards Codification (“ASC”) Topic 805, Business Combinations (“ASC 805”). The Company has determined preliminary fair values of the assets acquired and liabilities assumed. These values are subject to change as we perform additional reviews of our assumptions utilized and expect to finalize any changes to the purchase price allocation prior to filing the fiscal year 2023 year ending June 30, 2023. The Company has made a preliminary allocation of the purchase price regarding the acquisition related to the assets acquired and liabilities assumed as of the purchase date. The following table summarizes the purchase price allocation: Schedule of purchase price consideration Preliminary Allocation Cash and cash equivalents $ 70,979 Other receivables 27,289 Right of use asset, net 18,618 Property and equipment, net 17,179 Trade name 6,776 Accounts payable (24,165 ) Accrued liabilities (18,807 ) Deferred revenue (60,000 ) Right of use liability (18,618 ) Notes payable, current portion (19,251 ) Purchase price consideration $ – Trade name is amortized on a straight-line basis over one month. The fair value estimate of the trade name for the purchase price allocation were based on an analysis of the present value of future cash flows and relief from royalty method. |
Selected Balance Sheet Elements
Selected Balance Sheet Elements | 6 Months Ended |
Dec. 31, 2022 | |
Selected Balance Sheet Elements | |
Selected Balance Sheet Elements | 5. Selected Balance Sheet Elements Inventories Inventories consisted of the following As of December 31, 2022 and June 30, 2022: Schedule of inventory September 30, June 30, 2022 2022 Raw materials $ 994,210 $ 399,706 Finished goods 1,515,710 1,224,915 Inventory, Net $ 2,509,920 $ 1,624,621 Property and Equipment, Net Property and equipment, net consisted of the following As of December 31, 2022 and June 30, 2022: Schedule of property and equipment December 31, June 30, 2022 2022 Machinery and equipment $ 1,570,926 $ 740,147 Leasehold improvements 296,450 314,642 Computer and office equipment 363,498 518,017 2,230,874 1,572,806 Less: Accumulated depreciation (703,187 ) (496,394 ) $ 1,527,687 $ 1,076,412 Depreciation expense of $ 171,418 94,253 127,759 70,721 Intangible Assets, Net Intangible assets, net consisted of the following As of December 31, 2022 and June 30, 2022 Schedule of Intangible assets, net Developed technology, Curriculum Customer software, development Licenses relationships Trademarks and other Totals Balance: June 30, 2022 $ 693,385 $ 1,064,000 $ 1,230,159 $ 348,100 $ 335,021 $ 3,670,665 Additions – – – – 386,999 386,999 Balance: December 31, 2022 693,385 1,064,000 1,230,159 348,100 722,020 4,057,664 Less: Accumulated amortization Balance: June 30, 2022 (102,891 ) (4,260 ) (30,754 ) (380 ) (7,492 ) (145,777 ) Additions (34,669 ) (25,560 ) (61,508 ) (30,250 ) (19,537 ) (171,524 ) Balance: December 31, 2022 (137,560 ) (29,820 ) (92,262 ) (30,630 ) (27,029 ) (317,301 ) Net book value: December 31, 2022 $ 555,825 $ 1,034,180 $ 1,137,897 $ 317,470 $ 694,991 $ 3,740,363 Developed technology, Curriculum Customer software, development Licenses relationships Trademarks and other Totals Balance: June 30, 2021 $ 693,385 $ – $ – $ – $ – $ 693,385 Additions – 1,064,000 1,230,159 348,100 335,021 2,977,280 Balance: June 30, 2022 693,385 1,064,000 1,230,159 348,100 335,021 3,670,665 Less: Accumulated amortization Balance: June 30, 2021 (28,891 ) – – – – (28,891 ) Additions (74,000 ) (4,260 ) (30,754 ) (380 ) (7,492 ) (116,886 ) Balance: June 30, 2022 (102,891 ) (4,260 ) (30,754 ) (380 ) (7,492 ) (145,777 ) Net book value: June 30, 2022 $ 590,494 $ 1,059,740 $ 1,199,405 $ 347,720 $ 327,529 $ 3,524,888 Amortization expense of $ 177,094 35,439 133,435 11,907 |
Accrued Payroll Taxes
Accrued Payroll Taxes | 6 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
Accrued Payroll Taxes | 6. Accrued Payroll Taxes As of December 31, 2022, and June 30, 2022, the Company had $ 0 2,055,736 Accrued interest is compounded daily at an estimated effective interest rate of 7.33%. |
Debt
Debt | 6 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Debt | 7. Debt Notes Payable - Related Parties The following is a summary of notes payable – related parties on December 31, 2022 and June 30, 2022: Schedule of notes payable, related parties December 31, 2022 Outstanding Accrued Principal Interest Related entity 1 $ 12,123,139 $ 292,292 Related entity 2 9,560,209 273,020 Related entity 3 547,387 20,141 Related entity 4 2,481,389 174,402 Related entity 5 664,006 8,554 $ 25,376,130 $ 768,409 June 30, 2022 Outstanding Accrued Principal Interest Related entity 1 $ 8,261,310 $ 120,050 Related entity 2 8,213,976 106,951 Related entity 3 453,052 11,072 Related entity 4 1,512,924 123,996 Related entity 5 366,800 786 $ 18,808,062 $ 362,855 The following is a summary of current and long-term notes payable – related parties as of December 31, 2022 and June 30, 2022: Schedule of long-term notes payable – related parties December 31, 2022 Current Long-Term Portion Portion Total Related entity 1 $ 7,599,025 $ 4,524,114 $ 12,123,139 Related entity 2 5,208,540 4,351,669 9,560,209 Related entity 3 547,387 – 547,387 Related entity 4 2,481,389 – 2,481,389 Related entity 5 664,006 – 664,006 $ 16,500,347 $ 8,875,783 $ 25,376,130 June 30, 2022 Current Long-Term Portion Portion Total Related entity 1 $ 3,737,197 $ 4,524,113 $ 8,261,310 Related entity 2 3,206,154 5,007,822 8,213,976 Related entity 3 446,302 6,750 453,052 Related entity 4 1,512,924 – 1,512,924 Related entity 5 366,800 – 366,800 $ 9,269,377 $ 9,538,685 $ 18,808,062 All notes are unsecured, bear interest at 3 June 25, 2020 June 25, 2022 768,409 362,855 243,503 173,007 In September 2021, the Company converted $ 4,428,589 102,054 6,937 Notes Payable Pacific Stem and IHG’s EIDL loans, dated June 7, 2020 and May 10, 2020, respectively, include a 3.75 Likido’s COVID-19 Government Loan includes a 2.5 Watson’s outstanding loans includes an interest rate of 5 April 29, 2025 3,320 466,460 interest rate of Prime + 1% May 5, 2021 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 Schedule of key variables Volatility Risk Free Rate Stock Price Term Remaining (Yrs) 225.50 1.16 $ 0.59 3.50 In connection with the Debenture, the Company incurred $ 120,000 192,000 115,200 The total debt discounts related to the convertible notes were $ 1,659,442 406,932 13,226 4,965 The total redemption premiums related to the convertible notes were $ 600,000 120,000 60,000 180,000 During the quarter ended December 31, 2022, the Company redeemed $ 600,000 300,000 4,161,500 The net balance of the convertible note was $ 666,577 1,495,528 |
Convertible Note Payable _ Rela
Convertible Note Payable – Related Parties | 6 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Convertible Note Payable – Related Parties | 8. 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 | 6 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 9. Related Party Transactions During the three and six months ended December 31, 2022, the Company received cash funding or expenses paid on behalf of the Company from related parties totaling $ 1,330,985 4,259,008 913,453 During the three and six months ended December 31, 2022, the Company incurred expenses from services provided by related parties totaling $ 699,419 1,104,956 85,475 During the three and six months ended December 31, 2022, the Company incurred $ 93,155 491,373 17,496 The following is a summary of revenues recorded by the Companies from related parties with common ownership: Summary of revenues Three Months Ended Six Months Ended December 31, December 31, 2022 2021 2022 2021 Dalrada Health $ 9,576 $ 14,575 $ 73,999 $ 29,884 Solas – 56,240 – 56,240 Dalrada Energy Services 8,397 – 29,492 – Prakat 5,000 6,000 5,000 6,000 Bothof Brothers 626,269 – 626,269 – $ 649,242 $ 76,815 $ 734,760 $ 92,124 See Notes 6, 7, 8, 9, 10, and 11 for additional related party transactions. |
Preferred Stock
Preferred Stock | 6 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Preferred Stock | 10. 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 | 6 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Stockholders’ Equity | 11. Stockholders’ Equity Common Stock Transactions - Fiscal 2022 In August 2021, December 2021, March 2022, and May 2022, the Company issued 87,500 In October 2021, December 2021, March 2022, and May 2022, the Company issued 125,000 In September 2021, the Company repurchased 329,478 14,827 0.045 In September 2021, the Company issued 2,000,000 2,000,000 0.28 560,000 In October 2021, the Company issued 250,000 In December 2021, the Company issued 500,000 500,000 0.76 380,000 In December 2021, the Company cancelled 6,500,000 6,500,000 In March 2022, the Company issued 192,000 115,200 In June 2022, the Company issued 164,659 68,630 In June 2022, the Company issued 208,777 65,034 In June 2022, the Company issued 500,000 Common Stock Transactions - Fiscal 2023 In July, November and December, the Company issued a total of 1,333,332 In July 2022, the Company issued 500,000 In September and December, the Company issued a total of 250,000 In September and December, the Company issued a total of 250,000 In September and December, the Company issued a total of 175,000 During the six months ended December 31, 2022, the Company issued 4,161,500 369,479 |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Stock-Based Compensation | 12. Stock-Based Compensation Dalrada Financial Corp 2020 Stock Compensation Plan On July 9, 2020, the Board authorized the Dalrada Financial Corp 2020 Stock Compensation Plan to be used to compensate the company board of directors. The plan allocates the issuance of up to 3,500,000 4,500,000 4,500,000 3,500,000 1,000,000 730,000 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 On February 16, 2022, the Company issued 2,250,000 0.45 0.59 1,338,644 On August 11, 2022, the Company issued 2,200,000 1,500,000 0.45 0.41 250,000 0.18 397,890 On October 7, 2022, the Company issued 3,000,000 0.15 1.26 3,482,550 Schedule of warrants outstanding Common Weighted Outstanding - June 30, 2021 1,000,000 $ – Granted 11,025,004 0.45 Exercised – – Forfeited – – Outstanding - June 30, 2022 12,025,004 $ – Granted 5,200,000 0.27 Exercised – – Forfeited – – Outstanding - December 31, 2022 17,225,004 $ 0.40 Exercisable - December 31, 2022 11,517,877 $ 0.44 During the six months ended December 31, 2022 and 2021, stock-based compensation was $ 1,369,238 1,783,094 4,020,187 |
Segment Reporting
Segment Reporting | 6 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
Segment Reporting | 13. Segment Reporting Segment information for the six months ended December 31, 2022, and 2021 is as follows: Schedule of segment information Six Months Ended December 31, 2022 Dalrada Health Dalrada Energy Dalrada Precision Manufacturing Dalrada Techhnologies Corporate Consolidated Revenues $ 4,427,618 $ 1,752,258 $ 2,174,712 $ 1,156,299 $ – $ 9,510,887 Income (Loss) from Operations (961,131 ) 427,175 (1,623,362 ) (64,362 ) (5,516,587 ) (7,738,267 ) Six Months Ended December 31, 2021 Dalrada Health Dalrada Energy Dalrada Precision Manufacturing Dalrada Techhnologies Corporate Consolidated Revenues $ 8,702,300 $ – $ 257,299 $ 1,090,018 $ – $ 10,049,617 Income (Loss) from Operations 4,218,191 – (1,344,454 ) (103,357 ) (5,525,776 ) (2,755,396 ) Geographic Information The following table presents revenue by country: Schedule of revenue by country Six Months Ended December 31, 2022 2021 United States $ 8,378,944 $ 8,808,629 Scotland 231,369 150,970 India 900,574 1,090,018 $ 9,510,887 $ 10,049,617 The following table presents inventories by country: Schedule of inventories by country December 31, June 30, 2022 2022 United States $ 1,258,000 $ 999,302 Scotland 1,251,920 625,319 $ 2,509,920 $ 1,624,621 The following table presents property and equipment, net, by country: Schedule of property and equipment by country December 31, June 30, 2022 2022 United States $ 1,257,913 $ 815,556 Scotland 259,658 247,283 India 10,116 13,573 $ 1,527,687 $ 1,076,412 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 14. 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 six months ended December 31, 2022, management determined that there were no variable lease costs. Right of Use Asset In May 2020, the Company entered into a 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 $ 1,694,843 3.0 116,482 2,405,540 3.0 192,521 In May 2020, the Company entered into 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. Upon maturity, rent payments are made on a month-to-month basis. 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 three-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 five-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 In May 2022, the Company’s IHG subsidiary entered into a six-year and 3-month lease agreement to lease an office space in San Diego, California. The Company recognized a right of use asset and liability of $ 916,666 4.0 In August 2020, the Company’s DepTec subsidiary entered into a five-year lease agreement to lease office space. The Company recognized a right of use asset and liability of $ 140,569 3.0 In May 2021, the Company’s Watson subsidiary entered into a three-year lease agreement to lease a building in Florence, Alabama. The Company recognized a right of use asset and liability of $ 90,827 3.0 In July 2022, the Company’s Empower subsidiary entered into a 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 $ 322,756 3.0 In October 2022, the Company acquired Bothof Brothers which had an existing lease to a commercial building in Escondido, California. The building is owned by a related party. Upon acquisition, the company recognized a right of use asset and liability of $ 33,454 3.0 2,174 Legal Proceedings Dalrada Health Products (“Dalarada Health”), formed a joint venture with Vivera Pharmaceuticals, Inc. (“Vivera”), whereby Vivera is the minority member. As the managing member of the joint venture, Dalrada Health Products, in December 2021, filed suit against Vivera and Paul Edalat, Vivera’s Chairman and CEO, for misappropriation of funds on behalf of the joint venture in the amount of $ 2,104,509 See Note 15. Subsequent Events regarding the Likido arbitration resolution. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | 15. Subsequent Events On January 10, 2023, a resolution was concluded in the dispute between Likido Ltd. and MAPtech PACKAGING LIMITED (“MAPtech”) whereby Likido shall pay sum of $429,987 in damages, $42,374 in legal costs, and £19,754 as reimbursement for arbitration fees and expenses paid on account by MAPtech. Likido Ltd. shall pay interest at a rate of 8% per annum simple on all sums due pursuant to award, beginning 30 days from the date of the award. The Company has accrued a total of $496,224 related to the dispute as of December 31, 2022. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Dec. 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, and the instructions to Form 10-Q and Article 10 of Regulation S-X. 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 2023. 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 in our Annual Report on Form 10-K for the year ended June 30, 2022, as filed with the United States Securities and Exchange Commission (“SEC”). |
Principles of Consolidation | (b) Principles of Consolidation These consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries: Dalrada Precision Corp., a company incorporated in the State of California, since June 25, 2018 (date of incorporation), Dalrada Health Products, a company incorporated in the State of California, since October 2, 2018 (date of incorporation), Dalrada Technologies, LLC, a company incorporated in the State of Wyoming, since January 1, 2020 (date of incorporation), Dalrada Energy Services, Inc., a company incorporated in the State of Wyoming, since March 17, 2022 (date of incorporation), since their respective acquisition dates. All inter-company transactions and balances have been eliminated in consolidation. The consolidated financial statements include the accounts of Dalrada Financial Corp., Dalrada Health Products Inc., Solas Corp., Empower Genomics, Inc., International Health Group, Inc., Pala Diagnostics, LLC, Pacific Stem Cells, LLC, Watson Rx Solutions, Inc., Dalrada Precision Corp., Dalrada Energy Services, Inc., Likido Corp., Ignite I.T., Bothof Brothers Inc., Prakat Solutions, Inc., Prakat Solutions Private Limited, Likido Ltd., and Deposition Technologies Ltd., controlled by the Company through its direct or indirect ownership of a majority voting interest. Additionally, the 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 the statement of stockholders' equity, consolidated balance sheet, and statement of cash flows. |
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 six months or less at the time of issuance to be cash equivalents. Restricted cash includes the cash restricted to withdrawal or usage. |
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 accounts receivable. 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. When estimating its allowance for credit losses related to revenues from Covid Testing, the Company differentiates its receivables based on the following customer types: healthcare insurers, government payers, and cash payers. Additionally, the Company applies assumptions and judgments for assessing collectability and determining net revenues and accounts receivable from its customers. Historical collection factors we considered for assessing collectability and determining net revenues and accounts receivable from our customers include the period of time that the receivables have been outstanding, history of payment amounts, status of collections due, and applicable statutes of limitations. During the six months ended December 31, 2022, healthcare insurers accounted for over 25 2,372,415 2,791,579 |
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 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. The Company records a contingent consideration liability relating to stock price guarantees included in its acquisition and consulting agreements. The estimated fair value of the contingent consideration is recorded using a significant observable measure and is therefore classified as a Level 2 financial instrument. The fair value of the contingent consideration liability related to the Company’s business combinations is valued based on a forward contract and the guaranteed equity value at settlement as defined in the acquisition agreement. The fair value of the contingent consideration is then calculated based on the guaranteed equity value at settlement as defined in the acquisition agreement. (See “Note 14. Commitments and Contingencies”). |
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 receivables are derived from products and services delivered to customers and are stated at their net realizable value. Each month, the Company reviews its receivables on a customer-by-customer basis and evaluates whether an allowance for doubtful accounts is necessary based on any known or perceived collection issues. Any balances that are eventually deemed uncollectible are written off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. As of December 31, 2022, and June 30, 2022, the Company had an allowance of doubtful accounts of $ 210,945 119,791 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. The Company principally estimates the allowance for credit losses by pool based on historical collection experience, the current credit worthiness of the customers, current economic conditions, expectations of future economic conditions and the period of time that the receivables have been outstanding. Although we believe that our estimates for contractual allowances and patient price concessions are appropriate, actual results could differ from those estimates. |
Inventory | (i) Inventory Inventory is recorded at the lower of cost or net realizable value on a first-in first-out basis. As of December 31, 2022 and June 30, 2022, 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 selling price in the ordinary course of business, less estimated costs to sell. |
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, indefinite life intangible assets, 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 tests. 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 June 30, 2022, there were quantitative factors that indicated goodwill was impaired in the amount of $ 218,308 no An intangible asset is an identifiable non-monetary asset without physical substance. Such an asset is identifiable when it is separable, or when it arises from contractual or other legal rights. Separable assets can be sold, transferred, licensed, etc. Examples of intangible assets include computer software, licenses, trademarks, patents, films, and copyrights. The Company’s intangible assets are finite lived assets and are amortized on a straight-line basis over the estimated useful lives of the assets. |
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 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 will record a reduction or increase, as appropriate, to net sales in the period in which it makes such a determination. Reserves for returns, and markdowns are included within accrued expenses and other liabilities. Allowance and discounts are recorded in accounts receivable, net and the value of inventory associated with reserves for sales returns are included within prepaid expenses and other current assets on the consolidated balance sheets. The Company estimates warranty claims reserves based on historical results and research and determined that a warranty reserve was not necessary as of December 31, 2022, or 2021. Net revenues from COVID-19 testing accounted for over 25% of the Company’s total net revenues for the six months ended December 31, 2022, and primarily comprised of a high volume of relatively low-dollar transactions. Pala and Empower, 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 and Empower do 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. We regularly assess the state of our billing operations in order to identify issues which may impact the collectability of receivables or revenue estimates. We believe that the collectability of our receivables is directly linked to the quality of our billing processes, most notably those related to obtaining the correct information in order to bill effectively for the services we provide. As such, we strive to implement “best practices” and work with our third-party billing company to reduce the number of requisitions that we receive from healthcare providers with missing or incorrect billing information. We believe that our collection and revenue estimation processes, along with our close monitoring of our billing operations, help to reduce the risk associated with material adjustments to reserve estimates. However, changes to our estimate of the impact of contractual allowances (including payer denials) and patient price concessions could have a material impact on our results of operations and financial condition in the period that the estimates are adjusted. 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. DES recognizes revenue on energy savings contracts where it provides design, engineering and equipment upgrades to obtain energy savings through Environmental, Social, and Governance (“ESG”) targets. Up to and upon completion of an energy savings project, DES calculates the monthly energy savings based on prior and current energy consumption totals. The monthly energy savings total is split between the customer and DES where DES recognizes revenue on a certain negotiated percentage of the total savings. Upon completion of an energy savings contract, the customer will then retain 100% of such energy savings. DES records revenue as it provides additional management, consulting and other services as they are incurred. DES records a sales-type lease where the Company is the lessor. The Company records its investment in the plant and equipment, used to upgrade a customer’s real property, leased to franchisees on a net basis, which is comprised of the present value of fixed lease payments not yet received over the course of the energy savings agreements. The current and long-term portions of our net investment in sales-type leases are included in “Accounts Receivable, net – related parties” and “Long-term receivables – related parties” respectively. Unearned income is recognized as interest income over the lease term. Sales-type leases result in the recognition of gain or loss at the commencement of the lease, which is recorded to “Revenues – related party.” DepTec and Bothof recognize revenues using a cost-based input method, by which we use actual costs incurred relative to the total estimated contract costs to determine, as a percentage, progress toward contract completion. Provisions for estimated losses on uncompleted contracts are made in the period in which such losses are determined. 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 Six Months Ended December 31, December 31, 2022 2021 2022 2021 Product sales - third parties $ 1,516,285 $ 301,693 $ 2,512,764 $ 343,643 Product sales - related party 9,576 14,575 73,999 29,884 Service revenue - third parties 3,087,593 5,062,756 6,263,363 9,613,850 Service revenue - related party 639,666 62,240 660,761 62,240 Total revenue $ 5,253,120 $ 5,447,264 $ 9,510,887 $ 10,049,617 Accounts Receivable and Deferred Revenue The following table provides information about receivables and liabilities from contracts with customers: Schedule of receivables and contract liabilities December 31, June 30, 2022 2022 Accounts receivable, net $ 5,491,884 $ 6,406,555 Accounts receivable, net - related parties 93,516 41,603 Long-term receivables 41,589 42,395 Long-term receivables - related parties 1,191,760 1,209,103 Deferred revenue 1,530,301 720,923 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 Six Months Ended December 31, December 31, 2022 2021 2022 2021 Product sales $ 928,237 $ 526,063 $ 1,703,314 $ 590,096 Service revenue 2,026,895 1,530,280 3,608,146 2,670,582 Total cost of revenue $ 2,955,132 $ 2,056,343 $ 5,311,460 $ 3,260,678 |
Advertising | (o) Advertising Advertising costs are expensed as incurred. During the three months ended December 31, 2022 and 2021, advertising expenses were approximately $ 92,000 135,000 201,000 228,000 |
Stock-based Compensation | (p) Stock-based Compensation The Company records stock-based compensation in accordance with ASC 718, Compensation – Stock Compensation 901,721 1,105,587 1,369,238 1,783,094 |
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 December 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 790,976 0 17,225,000 1,000,000 There were no adjustments to the numerator during the three and six months ended December 31, 2022 and 2021, respectively. |
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 The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
Contingent Consideration | (w) Contingent Consideration The Company estimates and records the acquisition date fair value of contingent consideration as part of purchase price consideration for acquisitions. Additionally, each reporting period, the Company estimates changes in the fair value of contingent consideration and recognizes any change in fair in the consolidated statement of operations. The estimate of the fair value of contingent consideration requires very subjective assumptions to be made of future operating results, discount rates and probabilities assigned to various potential operating result scenarios. Future revisions to these assumptions could materially change the estimate of the fair value of contingent consideration and therefore, materially affect the Company’s future financial results. The contingent consideration liability is to be settled with the issuance of shares of common stock once contingent provisions set forth in respective acquisition agreements have been achieved. Upon achievement of contingent provisions, respective liabilities are relieved and offset by increases to common stock and additional paid in capital in the stockholders’ deficit section of the Company’s consolidated balance sheets. The contingent consideration decreased by $ 139,200 4,731,600 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Dec. 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 Six Months Ended December 31, December 31, 2022 2021 2022 2021 Product sales - third parties $ 1,516,285 $ 301,693 $ 2,512,764 $ 343,643 Product sales - related party 9,576 14,575 73,999 29,884 Service revenue - third parties 3,087,593 5,062,756 6,263,363 9,613,850 Service revenue - related party 639,666 62,240 660,761 62,240 Total revenue $ 5,253,120 $ 5,447,264 $ 9,510,887 $ 10,049,617 |
Schedule of receivables and contract liabilities | Schedule of receivables and contract liabilities December 31, June 30, 2022 2022 Accounts receivable, net $ 5,491,884 $ 6,406,555 Accounts receivable, net - related parties 93,516 41,603 Long-term receivables 41,589 42,395 Long-term receivables - related parties 1,191,760 1,209,103 Deferred revenue 1,530,301 720,923 |
Schedule of cost of revenue | Schedule of cost of revenue Three Months Ended Six Months Ended December 31, December 31, 2022 2021 2022 2021 Product sales $ 928,237 $ 526,063 $ 1,703,314 $ 590,096 Service revenue 2,026,895 1,530,280 3,608,146 2,670,582 Total cost of revenue $ 2,955,132 $ 2,056,343 $ 5,311,460 $ 3,260,678 |
Business Combinations and Acq_2
Business Combinations and Acquisition (Tables) | 6 Months Ended |
Dec. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of warrant consideration | Schedule of warrant consideration Warrant Consideration $ 3,482,550 |
Schedule of purchase price consideration | Schedule of purchase price consideration Preliminary Allocation Cash and cash equivalents $ 70,979 Other receivables 27,289 Right of use asset, net 18,618 Property and equipment, net 17,179 Trade name 6,776 Accounts payable (24,165 ) Accrued liabilities (18,807 ) Deferred revenue (60,000 ) Right of use liability (18,618 ) Notes payable, current portion (19,251 ) Purchase price consideration $ – |
Selected Balance Sheet Elemen_2
Selected Balance Sheet Elements (Tables) | 6 Months Ended |
Dec. 31, 2022 | |
Selected Balance Sheet Elements | |
Schedule of inventory | Schedule of inventory September 30, June 30, 2022 2022 Raw materials $ 994,210 $ 399,706 Finished goods 1,515,710 1,224,915 Inventory, Net $ 2,509,920 $ 1,624,621 |
Schedule of property and equipment | Schedule of property and equipment December 31, June 30, 2022 2022 Machinery and equipment $ 1,570,926 $ 740,147 Leasehold improvements 296,450 314,642 Computer and office equipment 363,498 518,017 2,230,874 1,572,806 Less: Accumulated depreciation (703,187 ) (496,394 ) $ 1,527,687 $ 1,076,412 |
Schedule of Intangible assets, net | Schedule of Intangible assets, net Developed technology, Curriculum Customer software, development Licenses relationships Trademarks and other Totals Balance: June 30, 2022 $ 693,385 $ 1,064,000 $ 1,230,159 $ 348,100 $ 335,021 $ 3,670,665 Additions – – – – 386,999 386,999 Balance: December 31, 2022 693,385 1,064,000 1,230,159 348,100 722,020 4,057,664 Less: Accumulated amortization Balance: June 30, 2022 (102,891 ) (4,260 ) (30,754 ) (380 ) (7,492 ) (145,777 ) Additions (34,669 ) (25,560 ) (61,508 ) (30,250 ) (19,537 ) (171,524 ) Balance: December 31, 2022 (137,560 ) (29,820 ) (92,262 ) (30,630 ) (27,029 ) (317,301 ) Net book value: December 31, 2022 $ 555,825 $ 1,034,180 $ 1,137,897 $ 317,470 $ 694,991 $ 3,740,363 Developed technology, Curriculum Customer software, development Licenses relationships Trademarks and other Totals Balance: June 30, 2021 $ 693,385 $ – $ – $ – $ – $ 693,385 Additions – 1,064,000 1,230,159 348,100 335,021 2,977,280 Balance: June 30, 2022 693,385 1,064,000 1,230,159 348,100 335,021 3,670,665 Less: Accumulated amortization Balance: June 30, 2021 (28,891 ) – – – – (28,891 ) Additions (74,000 ) (4,260 ) (30,754 ) (380 ) (7,492 ) (116,886 ) Balance: June 30, 2022 (102,891 ) (4,260 ) (30,754 ) (380 ) (7,492 ) (145,777 ) Net book value: June 30, 2022 $ 590,494 $ 1,059,740 $ 1,199,405 $ 347,720 $ 327,529 $ 3,524,888 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of notes payable, related parties | Schedule of notes payable, related parties December 31, 2022 Outstanding Accrued Principal Interest Related entity 1 $ 12,123,139 $ 292,292 Related entity 2 9,560,209 273,020 Related entity 3 547,387 20,141 Related entity 4 2,481,389 174,402 Related entity 5 664,006 8,554 $ 25,376,130 $ 768,409 June 30, 2022 Outstanding Accrued Principal Interest Related entity 1 $ 8,261,310 $ 120,050 Related entity 2 8,213,976 106,951 Related entity 3 453,052 11,072 Related entity 4 1,512,924 123,996 Related entity 5 366,800 786 $ 18,808,062 $ 362,855 |
Schedule of long-term notes payable – related parties | Schedule of long-term notes payable – related parties December 31, 2022 Current Long-Term Portion Portion Total Related entity 1 $ 7,599,025 $ 4,524,114 $ 12,123,139 Related entity 2 5,208,540 4,351,669 9,560,209 Related entity 3 547,387 – 547,387 Related entity 4 2,481,389 – 2,481,389 Related entity 5 664,006 – 664,006 $ 16,500,347 $ 8,875,783 $ 25,376,130 June 30, 2022 Current Long-Term Portion Portion Total Related entity 1 $ 3,737,197 $ 4,524,113 $ 8,261,310 Related entity 2 3,206,154 5,007,822 8,213,976 Related entity 3 446,302 6,750 453,052 Related entity 4 1,512,924 – 1,512,924 Related entity 5 366,800 – 366,800 $ 9,269,377 $ 9,538,685 $ 18,808,062 |
Schedule of key variables | Schedule of key variables Volatility Risk Free Rate Stock Price Term Remaining (Yrs) 225.50 1.16 $ 0.59 3.50 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 6 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Summary of revenues | Summary of revenues Three Months Ended Six Months Ended December 31, December 31, 2022 2021 2022 2021 Dalrada Health $ 9,576 $ 14,575 $ 73,999 $ 29,884 Solas – 56,240 – 56,240 Dalrada Energy Services 8,397 – 29,492 – Prakat 5,000 6,000 5,000 6,000 Bothof Brothers 626,269 – 626,269 – $ 649,242 $ 76,815 $ 734,760 $ 92,124 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Schedule of warrants outstanding | Schedule of warrants outstanding Common Weighted Outstanding - June 30, 2021 1,000,000 $ – Granted 11,025,004 0.45 Exercised – – Forfeited – – Outstanding - June 30, 2022 12,025,004 $ – Granted 5,200,000 0.27 Exercised – – Forfeited – – Outstanding - December 31, 2022 17,225,004 $ 0.40 Exercisable - December 31, 2022 11,517,877 $ 0.44 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 6 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
Schedule of segment information | Schedule of segment information Six Months Ended December 31, 2022 Dalrada Health Dalrada Energy Dalrada Precision Manufacturing Dalrada Techhnologies Corporate Consolidated Revenues $ 4,427,618 $ 1,752,258 $ 2,174,712 $ 1,156,299 $ – $ 9,510,887 Income (Loss) from Operations (961,131 ) 427,175 (1,623,362 ) (64,362 ) (5,516,587 ) (7,738,267 ) Six Months Ended December 31, 2021 Dalrada Health Dalrada Energy Dalrada Precision Manufacturing Dalrada Techhnologies Corporate Consolidated Revenues $ 8,702,300 $ – $ 257,299 $ 1,090,018 $ – $ 10,049,617 Income (Loss) from Operations 4,218,191 – (1,344,454 ) (103,357 ) (5,525,776 ) (2,755,396 ) |
Schedule of revenue by country | Schedule of revenue by country Six Months Ended December 31, 2022 2021 United States $ 8,378,944 $ 8,808,629 Scotland 231,369 150,970 India 900,574 1,090,018 $ 9,510,887 $ 10,049,617 |
Schedule of inventories by country | Schedule of inventories by country December 31, June 30, 2022 2022 United States $ 1,258,000 $ 999,302 Scotland 1,251,920 625,319 $ 2,509,920 $ 1,624,621 |
Schedule of property and equipment by country | Schedule of property and equipment by country December 31, June 30, 2022 2022 United States $ 1,257,913 $ 815,556 Scotland 259,658 247,283 India 10,116 13,573 $ 1,527,687 $ 1,076,412 |
Organization and Nature of Op_2
Organization and Nature of Operations (Details Narrative) - USD ($) | Dec. 31, 2022 | Jun. 30, 2022 | Feb. 04, 2022 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Accumulated deficit | $ 129,467,297 | $ 121,436,490 | |
Principal amount | $ 3,000,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details - Estimated useful life) | 6 Months Ended |
Dec. 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 | 6 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Product Information [Line Items] | ||||
Revenues | $ 5,253,120 | $ 5,447,264 | $ 9,510,887 | $ 10,049,617 |
Product Sales Third Parties [Member] | ||||
Product Information [Line Items] | ||||
Revenues | 1,516,285 | 301,693 | 2,512,764 | 343,643 |
Product Sales Related Parties [Member] | ||||
Product Information [Line Items] | ||||
Revenues | 9,576 | 14,575 | 73,999 | 29,884 |
Service Revenue Third Parties [Member] | ||||
Product Information [Line Items] | ||||
Revenues | 3,087,593 | 5,062,756 | 6,263,363 | 9,613,850 |
Service Revenue Related Party [Member] | ||||
Product Information [Line Items] | ||||
Revenues | $ 639,666 | $ 62,240 | $ 660,761 | $ 62,240 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details - Receivables and contract liabilities) - USD ($) | Dec. 31, 2022 | Jun. 30, 2022 |
Accounting Policies [Abstract] | ||
Accounts receivable, net | $ 5,491,884 | $ 6,406,555 |
Accounts receivable, net - related parties | 93,516 | 41,603 |
Long-term receivables | 41,589 | 42,395 |
Long-term receivables - related parties | 1,191,760 | 1,209,103 |
Deferred revenue | $ 1,530,301 | $ 720,923 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies (Details - Cost of revenue) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Product Information [Line Items] | ||||
Cost of revenue | $ 2,955,132 | $ 2,056,343 | $ 5,311,460 | $ 3,260,678 |
Product Sales [Member] | ||||
Product Information [Line Items] | ||||
Cost of revenue | 928,237 | 526,063 | 1,703,314 | 590,096 |
Service [Member] | ||||
Product Information [Line Items] | ||||
Cost of revenue | $ 2,026,895 | $ 1,530,280 | $ 3,608,146 | $ 2,670,582 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Jun. 30, 2022 | |
Product Information [Line Items] | |||||
Revenues | $ 5,253,120 | $ 5,447,264 | $ 9,510,887 | $ 10,049,617 | |
Accounts Receivable, after Allowance for Credit Loss | 5,491,884 | 5,491,884 | $ 6,406,555 | ||
Allowance for doubtful accounts | 210,945 | 210,945 | 119,791 | ||
Loss on impairment of goodwill | 218,308 | ||||
Goodwill impairment charges | 0 | ||||
Advertising expenses | 92,000 | 135,000 | 201,000 | 228,000 | |
Stock-based compensation expenses | 901,721 | $ 1,105,587 | 1,369,238 | $ 1,783,094 | |
Change in fair value of contingent consideration | 139,200 | ||||
Contingent consideration | 4,731,600 | $ 4,731,600 | $ 4,870,800 | ||
Convertible Notes Payable [Member] | |||||
Product Information [Line Items] | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 790,976 | 0 | |||
Cashless Warrants [Member] | |||||
Product Information [Line Items] | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 17,225,000 | 1,000,000 | |||
Healthcare Insurers [Member] | |||||
Product Information [Line Items] | |||||
Revenues | $ 2,372,415 | ||||
Healthcare Insurers And Government Payers [Member] | |||||
Product Information [Line Items] | |||||
Accounts Receivable, after Allowance for Credit Loss | $ 2,791,579 | $ 2,791,579 | |||
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Healthcare Insurers And Government Payers [Member] | |||||
Product Information [Line Items] | |||||
Concentrations of credit risk | 25% |
Investment in Pala Diagnostics
Investment in Pala Diagnostics (Details Narrative) - USD ($) | 1 Months Ended | 6 Months Ended | ||
Oct. 31, 2021 | Aug. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Contribution of property and equipment into joint venture | $ 111,185 | $ 0 | $ 111,185 | |
Joint venture | 2,104,509 | $ 2,104,509 | ||
Dalrada Health [Member] | Partnership Agreement [Member] | ||||
Payment to jointventure | $ 500,000 | |||
Dalrada Health [Member] | J V Agreement [Member] | ||||
Number of shares issued | 250,000 | |||
Dalrada [Member] | J V Agreement [Member] | ||||
Research and development expenses | $ 58,560 | |||
Dalrada Health [Member] | ||||
Ownership interest | 51% |
Business Combinations and Acq_3
Business Combinations and Acquisition (Details- Warrant Consideration) | Oct. 17, 2022 USD ($) |
Business Combination and Asset Acquisition [Abstract] | |
Warrant Consideration | $ 3,482,550 |
Business Combinations and Acq_4
Business Combinations and Acquisition (Details - Purchase allocation) - Bothof Brothers Construction Inc [Member] | Oct. 17, 2022 USD ($) |
Business Acquisition [Line Items] | |
Cash and cash equivalents | $ 70,979 |
Other receivables | 27,289 |
Right of use asset, net | 18,618 |
Property and equipment, net | 17,179 |
Trade name | 6,776 |
Accounts payable | (24,165) |
Accrued liabilities | (18,807) |
Deferred revenue | (60,000) |
Right of use liability | (18,618) |
Notes payable, current portion | (19,251) |
Purchase price consideration | $ 0 |
Business Combinations and Acq_5
Business Combinations and Acquisition (Details Narrative) | 1 Months Ended |
Oct. 17, 2022 USD ($) $ / shares shares | |
Business Combination and Asset Acquisition [Abstract] | |
Sale of transaction | $ 30,000 |
Warrants issued | shares | 3,000,000 |
Strike price | $ / shares | $ 0.15 |
Cashless warrants vest | $ 450,000 |
Cashless warrants | $ 6,000,000 |
Selected Balance Sheet Elemen_3
Selected Balance Sheet Elements (Details - Inventories) - USD ($) | Dec. 31, 2022 | Jun. 30, 2022 |
Selected Balance Sheet Elements | ||
Raw materials | $ 994,210 | $ 399,706 |
Finished goods | 1,515,710 | 1,224,915 |
Inventory, Net | $ 2,509,920 | $ 1,624,621 |
Selected Balance Sheet Elemen_4
Selected Balance Sheet Elements (Details - Property and equipment) - USD ($) | Dec. 31, 2022 | Jun. 30, 2022 |
Selected Balance Sheet Elements | ||
Machinery and equipment | $ 1,570,926 | $ 740,147 |
Leasehold improvements | 296,450 | 314,642 |
Computer and office equipment | 363,498 | 518,017 |
Property, Plant and Equipment, Gross | 2,230,874 | 1,572,806 |
Less: Accumulated depreciation | (703,187) | (496,394) |
Property, Plant and Equipment, Net | $ 1,527,687 | $ 1,076,412 |
Selected Balance Sheet Elemen_5
Selected Balance Sheet Elements (Details - Intangible Assets, Net) - USD ($) | 6 Months Ended | 12 Months Ended |
Dec. 31, 2022 | Jun. 30, 2022 | |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets gross, beginning | $ 3,670,665 | $ 693,385 |
Additions | 386,999 | 2,977,280 |
Intangible assets gross, ending | 4,057,664 | 3,670,665 |
Accumulated amortization, beginning | (145,777) | (28,891) |
Accumulated amortization additions | (171,524) | (116,886) |
Accumulated amortization, ending | (317,301) | (145,777) |
Finite-Lived Intangible Assets, Net | 3,740,363 | 3,524,888 |
Curriculum Development [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets gross, beginning | 693,385 | 693,385 |
Additions | 0 | 0 |
Intangible assets gross, ending | 693,385 | 693,385 |
Accumulated amortization, beginning | (102,891) | (28,891) |
Accumulated amortization additions | (34,669) | (74,000) |
Accumulated amortization, ending | (137,560) | (102,891) |
Finite-Lived Intangible Assets, Net | 555,825 | 590,494 |
License [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets gross, beginning | 1,064,000 | 0 |
Additions | 0 | 1,064,000 |
Intangible assets gross, ending | 1,064,000 | 1,064,000 |
Accumulated amortization, beginning | (4,260) | 0 |
Accumulated amortization additions | (25,560) | (4,260) |
Accumulated amortization, ending | (29,820) | (4,260) |
Finite-Lived Intangible Assets, Net | 1,034,180 | 1,059,740 |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets gross, beginning | 1,230,159 | 0 |
Additions | 0 | 1,230,159 |
Intangible assets gross, ending | 1,230,159 | 1,230,159 |
Accumulated amortization, beginning | (30,754) | 0 |
Accumulated amortization additions | (61,508) | (30,754) |
Accumulated amortization, ending | (92,262) | (30,754) |
Finite-Lived Intangible Assets, Net | 1,137,897 | 1,199,405 |
Trademarks [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets gross, beginning | 348,100 | 0 |
Additions | 0 | 348,100 |
Intangible assets gross, ending | 348,100 | 348,100 |
Accumulated amortization, beginning | (380) | 0 |
Accumulated amortization additions | (30,250) | (380) |
Accumulated amortization, ending | (30,630) | (380) |
Finite-Lived Intangible Assets, Net | 317,470 | 347,720 |
Developed Technology Software And Other [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets gross, beginning | 335,021 | 0 |
Additions | 386,999 | 335,021 |
Intangible assets gross, ending | 722,020 | 335,021 |
Accumulated amortization, beginning | (7,492) | 0 |
Accumulated amortization additions | (19,537) | (7,492) |
Accumulated amortization, ending | (27,029) | (7,492) |
Finite-Lived Intangible Assets, Net | $ 694,991 | $ 327,529 |
Selected Balance Sheet Elemen_6
Selected Balance Sheet Elements (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Selected Balance Sheet Elements | ||||
Depreciation and amortization expense | $ 127,759 | $ 70,721 | $ 171,418 | $ 94,253 |
Amortization expense | $ 133,435 | $ 11,907 | $ 177,094 | $ 35,439 |
Accrued Payroll Taxes (Details
Accrued Payroll Taxes (Details Narrative) - USD ($) | 6 Months Ended | |
Dec. 31, 2022 | Jun. 30, 2022 | |
Payables and Accruals [Abstract] | ||
Revenue service amount | $ 0 | $ 2,055,736 |
Accrued interest rate | Accrued interest is compounded daily at an estimated effective interest rate of 7.33%. |
Debt (Details - Notes payable)
Debt (Details - Notes payable) - USD ($) | Dec. 31, 2022 | Jun. 30, 2022 |
Debt Instrument [Line Items] | ||
Notes payable | $ 25,376,130 | $ 18,808,062 |
Accrued interest | 768,409 | 362,855 |
Note Payable Related Entity 1 [Member] | ||
Debt Instrument [Line Items] | ||
Notes payable | 12,123,139 | 8,261,310 |
Accrued interest | 292,292 | 120,050 |
Note Payable Related Entity 2 [Member] | ||
Debt Instrument [Line Items] | ||
Notes payable | 9,560,209 | 8,213,976 |
Accrued interest | 273,020 | 106,951 |
Note Payable Related Entity 3 [Member] | ||
Debt Instrument [Line Items] | ||
Notes payable | 547,387 | 453,052 |
Accrued interest | 20,141 | 11,072 |
Note Payable Related Entity 4 [Member] | ||
Debt Instrument [Line Items] | ||
Notes payable | 2,481,389 | 1,512,924 |
Accrued interest | 174,402 | 123,996 |
Note Payable Related Entity 5 [Member] | ||
Debt Instrument [Line Items] | ||
Notes payable | 664,006 | 366,800 |
Accrued interest | $ 8,554 | $ 786 |
Debt (Details - Long-term notes
Debt (Details - Long-term notes payable) - USD ($) | Dec. 31, 2022 | Jun. 30, 2022 |
Debt Instrument [Line Items] | ||
Long term notes payable related parties current | $ 16,500,347 | $ 9,269,377 |
Long term notes payable related parties non current | 8,875,783 | 9,538,685 |
Long term notes payable related parties current and non current | 25,376,130 | 18,808,062 |
Note Payable Related Entity 1 [Member] | ||
Debt Instrument [Line Items] | ||
Long term notes payable related parties current | 7,599,025 | 3,737,197 |
Long term notes payable related parties non current | 4,524,114 | 4,524,113 |
Long term notes payable related parties current and non current | 12,123,139 | 8,261,310 |
Note Payable Related Entity 2 [Member] | ||
Debt Instrument [Line Items] | ||
Long term notes payable related parties current | 5,208,540 | 3,206,154 |
Long term notes payable related parties non current | 4,351,669 | 5,007,822 |
Long term notes payable related parties current and non current | 9,560,209 | 8,213,976 |
Note Payable Related Entity 3 [Member] | ||
Debt Instrument [Line Items] | ||
Long term notes payable related parties current | 547,387 | 446,302 |
Long term notes payable related parties non current | 0 | 6,750 |
Long term notes payable related parties current and non current | 547,387 | 453,052 |
Note Payable Related Entity 4 [Member] | ||
Debt Instrument [Line Items] | ||
Long term notes payable related parties current | 2,481,389 | 1,512,924 |
Long term notes payable related parties non current | 0 | 0 |
Long term notes payable related parties current and non current | 2,481,389 | 1,512,924 |
Note Payable Related Entity 5 [Member] | ||
Debt Instrument [Line Items] | ||
Long term notes payable related parties current | 664,006 | 366,800 |
Long term notes payable related parties non current | 0 | 0 |
Long term notes payable related parties current and non current | $ 664,006 | $ 366,800 |
Debt (Details - Key valuation)
Debt (Details - Key valuation) - Convertible Note [Member] | 6 Months Ended |
Dec. 31, 2022 $ / shares | |
Debt Instrument [Line Items] | |
Volatility | 225.50% |
Risk Free Rate | 1.16% |
Stock Price | $ 0.59 |
Term | 3 years 6 months |
Debt (Details Narrative)
Debt (Details Narrative) - USD ($) | 1 Months Ended | 6 Months Ended | |||
Feb. 04, 2022 | Sep. 30, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Jun. 30, 2022 | |
Debt Instrument [Line Items] | |||||
Interest payable, related parties | $ 768,409 | $ 362,855 | |||
Maturity date | May 05, 2021 | ||||
Monthly payments | $ 3,320 | ||||
Balloon payment | $ 466,460 | ||||
Letter of credit | interest rate of Prime + 1% | ||||
Redemption premium related to convertible note | $ 600,000 | ||||
Redemption premium in cash | 120,000 | ||||
Redemption premium in stock | 60,000 | ||||
Interest accretion | 180,000 | ||||
Debenture in cash | 600,000 | ||||
Debenture in stock | $ 300,000 | ||||
Number of shares redeemed | 4,161,500 | ||||
Convertible Debt [Member] | |||||
Debt Instrument [Line Items] | |||||
Amortization of Debt Discount (Premium) | $ 1,659,442 | ||||
S B A E I D L [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt stated interest rate | 3.75% | ||||
C O V I D 19 Government Loan [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt stated interest rate | 2.50% | ||||
Watson [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt stated interest rate | 5% | ||||
Maturity date | Apr. 29, 2025 | ||||
YA II PN Debentures [Member] | Securities Purchase Agreement [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt stated interest rate | 5% | ||||
Interest payable, related parties | $ 13,226 | ||||
Debt Instrument, Face Amount | $ 3,000,000 | ||||
Proceeds from Convertible Debt | $ 2,880,000 | ||||
Debt Instrument, Convertible, Conversion Price | $ 0.9151 | ||||
Warrants issued shares | 983,499 | ||||
Debt Instrument, Unamortized Discount | $ 1,427,495 | ||||
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) | 406,932 | ||||
Accrued interest | 4,965 | ||||
Convertible debt | $ 666,577 | 1,495,528 | |||
Series G Convertible Preferred Stock [Member] | |||||
Debt Instrument [Line Items] | |||||
Amount converted | $ 4,428,589 | ||||
Interest amount | $ 102,054 | ||||
Debt converted, shares issued | 6,937 | ||||
Notes Payable Related Parties [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt stated interest rate | 3% | ||||
Debt maturity date - beginning range | Jun. 25, 2020 | ||||
Debt maturity dates - ending range | Jun. 25, 2022 | ||||
Interest payable, related parties | $ 768,409 | $ 362,855 | |||
Interest expense, related parties | $ 243,503 | $ 173,007 |
Convertible Note Payable _ Re_2
Convertible Note Payable – Related Parties (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Jun. 30, 2019 | |
Defined Benefit Plan Disclosure [Line Items] | |||||
Debt instrument converted | $ 6,532,206 | ||||
Series G Convertible Preferred Stock [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Number of shares converted | 6,937 | ||||
Chief Executive Officer [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Convertible note payable - related party | $ 1,875,000 | ||||
Debt stated interest rate | 3% | ||||
Conversion price | $ 0.00034 | ||||
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 | 6 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | ||||
Revenues - related party | $ 649,242 | $ 76,815 | $ 734,760 | $ 92,124 |
Dalrada Health [Member] | ||||
Related Party Transaction [Line Items] | ||||
Revenues - related party | 9,576 | 14,575 | 73,999 | 29,884 |
Solas [Member] | ||||
Related Party Transaction [Line Items] | ||||
Revenues - related party | 0 | 56,240 | 0 | 56,240 |
Dalrada Energy Services [Member] | ||||
Related Party Transaction [Line Items] | ||||
Revenues - related party | 8,397 | 0 | 29,492 | 0 |
Prakat [Member] | ||||
Related Party Transaction [Line Items] | ||||
Revenues - related party | 5,000 | 6,000 | 5,000 | 6,000 |
Bothof Brothers [Member] | ||||
Related Party Transaction [Line Items] | ||||
Revenues - related party | $ 626,269 | $ 0 | $ 626,269 | $ 0 |
Related Party Transactions (D_2
Related Party Transactions (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Jun. 30, 2022 | |
Related Party Transaction [Line Items] | ||||
Proceeds from Related Party Debt | $ 7,320,324 | $ 6,999,445 | ||
Accounts Payable, Related Parties, Current | $ 1,016,424 | 1,016,424 | $ 1,270,133 | |
Cash From Related Parties [Member] | ||||
Related Party Transaction [Line Items] | ||||
Proceeds from Related Party Debt | 1,330,985 | 4,259,008 | ||
Accounts Payable, Related Parties, Current | 913,453 | 913,453 | ||
Cash From Related Parties [Member] | Services Provided By Related Parties [Member] | ||||
Related Party Transaction [Line Items] | ||||
Accounts Payable, Related Parties, Current | 85,475 | 85,475 | ||
Services Provided By Related Parties [Member] | ||||
Related Party Transaction [Line Items] | ||||
Related Party Transaction, Expenses from Transactions with Related Party | 699,419 | 1,104,956 | ||
Services Performed By Non Employee Board Members [Member] | ||||
Related Party Transaction [Line Items] | ||||
Accounts Payable, Related Parties, Current | 17,496 | 17,496 | ||
Related Party Transaction, Expenses from Transactions with Related Party | $ 93,155 | $ 491,373 |
Preferred Stock (Details Narrat
Preferred Stock (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended |
Sep. 30, 2021 | Dec. 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 | 6 Months Ended | 12 Months Ended | |||||||||||||||||||
Jul. 02, 2022 | Nov. 10, 2021 | Dec. 31, 2022 | Nov. 30, 2022 | Oct. 17, 2022 | Sep. 30, 2022 | Jul. 31, 2022 | Jun. 30, 2022 | May 31, 2022 | Mar. 31, 2022 | Feb. 16, 2022 | Dec. 31, 2021 | Oct. 31, 2021 | Sep. 30, 2021 | Aug. 31, 2021 | Jul. 19, 2021 | Dec. 31, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2022 | Jun. 30, 2022 | Dec. 20, 2021 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Number of shares granted | 5,200,000 | 11,025,004 | |||||||||||||||||||||
Shares issued to related party, value | $ 901,721 | $ 467,517 | $ 1,105,587 | $ 677,507 | |||||||||||||||||||
Warrants issued | 3,000,000 | ||||||||||||||||||||||
Pala Agreement [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Number of shares issued | 250,000 | ||||||||||||||||||||||
Healthcare Management Services [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Share price | $ 0.76 | ||||||||||||||||||||||
Board Of Directors [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Number of shares issued | 2,000,000 | ||||||||||||||||||||||
Number of shares granted | 2,000,000 | ||||||||||||||||||||||
Share price | $ 0.28 | ||||||||||||||||||||||
Fair value granted | $ 560,000 | ||||||||||||||||||||||
Board of Directors Chairman [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Number of shares cancelled | 6,500,000 | 6,500,000 | |||||||||||||||||||||
Warrants issued | 6,500,000 | ||||||||||||||||||||||
Consultant [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Number of shares granted | 500,000 | ||||||||||||||||||||||
Shares issued to related party, shares | 500,000 | 192,000 | 500,000 | ||||||||||||||||||||
Shares issued to related party, value | $ 115,200 | $ 380,000 | |||||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Number of shares acquired | 1,175,000 | 833,333 | 212,500 | 212,500 | |||||||||||||||||||
Shares issued to related party, shares | 2,250,000 | 500,000 | 500,000 | 2,000,000 | |||||||||||||||||||
Shares issued to related party, value | $ 2,500 | $ 2,500 | $ 10,000 | ||||||||||||||||||||
Shares converted | 164,659 | ||||||||||||||||||||||
Amount converted | $ 68,630 | ||||||||||||||||||||||
Common Stock [Member] | Convertible Debt [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Shares issued to related party, shares | 4,161,500 | ||||||||||||||||||||||
Shares issued to related party, value | $ 369,479 | ||||||||||||||||||||||
Common Stock [Member] | Employee [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Number shares repurchased | 329,478 | ||||||||||||||||||||||
Number of shares repurchased, value | $ 14,827 | ||||||||||||||||||||||
Share price | $ 0.045 | $ 0.045 | |||||||||||||||||||||
Common Stock 1 [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Shares converted | 208,777 | ||||||||||||||||||||||
Amount converted | $ 65,034 | ||||||||||||||||||||||
Pacific Stem Cells [Member] | Common Stock [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Number of shares acquired | 175,000 | 175,000 | 87,500 | 87,500 | 87,500 | 87,500 | |||||||||||||||||
I H G [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Number of shares acquired | 250,000 | 250,000 | 125,000 | 125,000 | 125,000 | 125,000 | |||||||||||||||||
Watson [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Number of shares acquired | 250,000 | 250,000 | 500,000 | ||||||||||||||||||||
Deposition Technology Ltd [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Number of shares acquired | 1,333,332 | 1,333,332 | 1,333,332 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details - Warrants outstanding) - $ / shares | 6 Months Ended | 12 Months Ended |
Dec. 31, 2022 | Jun. 30, 2022 | |
Equity [Abstract] | ||
Number of shares outstanding, beginning | 12,025,004 | 1,000,000 |
Weighted average exercise price outstanding, beginning | $ 0 | $ 0 |
Granted | 5,200,000 | 11,025,004 |
Weighted average exercise price granted | $ 0.27 | $ 0.45 |
Exercised | 0 | 0 |
Weighted average exercise price exercised | $ 0 | $ 0 |
Forfeited | 0 | 0 |
Weighted average exercise price forfieted | $ 0 | $ 0 |
Number of shares outstanding, ending | 17,225,004 | 12,025,004 |
Weighted average exercise price outstanding, ending | $ 0.40 | $ 0 |
Exercisable | 11,517,877 | |
Weighted average exercise price exercisable | $ 0.44 |
Stock-Based Compensation (Det_2
Stock-Based Compensation (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||||||
Oct. 07, 2022 | Aug. 11, 2022 | Nov. 10, 2021 | May 10, 2021 | Jul. 09, 2020 | Feb. 16, 2022 | Dec. 31, 2021 | Nov. 30, 2021 | Feb. 25, 2021 | Dec. 31, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Jun. 30, 2022 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Net of Forfeitures | 5,200,000 | 11,025,004 | ||||||||||||||
Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 0.27 | $ 0.45 | ||||||||||||||
Fair value of options granted per share | $ 0.59 | |||||||||||||||
Fair value of options granted | $ 1,338,644 | |||||||||||||||
Cashless warrants | 0 | 0 | ||||||||||||||
Cashless warrants vest | 250,000 | |||||||||||||||
Exercise price | $ 0.15 | $ 0.45 | $ 0.45 | |||||||||||||
Stock based compensation | $ 901,721 | $ 1,105,587 | $ 1,369,238 | $ 1,783,094 | ||||||||||||
Unrecognized compensation cost | $ 4,020,187 | $ 4,020,187 | ||||||||||||||
Bothof Brothers [Member] | ||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||
Fair value of options granted per share | $ 1.26 | |||||||||||||||
Fair value of options granted | $ 3,482,550 | |||||||||||||||
Common Stock [Member] | ||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||
Shares issued to related party, shares | 2,250,000 | 500,000 | 500,000 | 2,000,000 | ||||||||||||
Common Stock [Member] | Bothof Brothers [Member] | ||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||
Shares issued to related party, shares | 3,000,000 | |||||||||||||||
Employee [Member] | ||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||
Cashless warrants | 2,275,000 | |||||||||||||||
Cashless warrants vest | 825,000 | |||||||||||||||
Exercise price | $ 0.45 | |||||||||||||||
Board of Directors Chairman [Member] | ||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||
Number of shares issued cancelled | 6,500,000 | 6,500,000 | ||||||||||||||
Cashless warrants | 6,500,000 | |||||||||||||||
Cashless warrants vest | 4,500,000 | |||||||||||||||
Board Of Directors And Advisors [Member] | ||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||
Fair value of options granted per share | $ 0.18 | |||||||||||||||
Fair value of options granted | $ 397,890 | |||||||||||||||
Cashless warrants vest | 1,500,000 | |||||||||||||||
Exercise price | $ 0.41 | |||||||||||||||
Board Of Directors And Advisors [Member] | Common Stock [Member] | ||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||
Shares issued to related party, shares | 2,200,000 | |||||||||||||||
Chief Financial Officer [Member] | ||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [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] | ||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||
Fair value of options granted per share | $ 0.73 | |||||||||||||||
Fair value of options granted | $ 1,651,093 | |||||||||||||||
Dalrada 2020 Stock Comp Plan [Member] | ||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||
Stock authorized under plan | 4,500,000 | |||||||||||||||
Stock issued for services, value | $ 730,000 | |||||||||||||||
Dalrada 2020 Stock Comp Plan [Member] | Board Members [Member] | ||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||
Stock issued for services, shares | 3,500,000 | 1,000,000 |
Segment Reporting (Details - Se
Segment Reporting (Details - Segment information) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Segment Reporting Information [Line Items] | ||||
Revenues | $ 5,253,120 | $ 5,447,264 | $ 9,510,887 | $ 10,049,617 |
Income (Loss) from Operations | $ (4,782,089) | $ (1,902,119) | (7,738,267) | (2,755,396) |
Dalrada Health [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 4,427,618 | 8,702,300 | ||
Income (Loss) from Operations | (961,131) | 4,218,191 | ||
Dalrada Energy [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 1,752,258 | 0 | ||
Income (Loss) from Operations | 427,175 | 0 | ||
Dalrada Precision Manufacturing [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 2,174,712 | 257,299 | ||
Income (Loss) from Operations | (1,623,362) | (1,344,454) | ||
Dalrada Technologies [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 1,156,299 | 1,090,018 | ||
Income (Loss) from Operations | (64,362) | (103,357) | ||
Corporate Segment [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 0 | 0 | ||
Income (Loss) from Operations | $ (5,516,587) | $ (5,525,776) |
Segment Reporting (Details - Re
Segment Reporting (Details - Revenue by country) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenue | $ 5,253,120 | $ 5,447,264 | $ 9,510,887 | $ 10,049,617 |
UNITED STATES | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenue | 8,378,944 | 8,808,629 | ||
UNITED KINGDOM | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenue | 231,369 | 150,970 | ||
INDIA | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenue | $ 900,574 | $ 1,090,018 |
Segment Reporting (Details - In
Segment Reporting (Details - Inventories by country) - USD ($) | Dec. 31, 2022 | Jun. 30, 2022 |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Inventories | $ 2,509,920 | $ 1,624,621 |
UNITED STATES | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Inventories | 1,258,000 | 999,302 |
UNITED KINGDOM | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Inventories | $ 1,251,920 | $ 625,319 |
Segment Reporting (Details - Pr
Segment Reporting (Details - Property and equipment by country) - USD ($) | Dec. 31, 2022 | Jun. 30, 2022 |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Property and equipment, net | $ 1,527,687 | $ 1,076,412 |
UNITED STATES | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Property and equipment, net | 1,257,913 | 815,556 |
UNITED KINGDOM | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Property and equipment, net | 259,658 | 247,283 |
INDIA | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Property and equipment, net | $ 10,116 | $ 13,573 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | Dec. 31, 2022 | Oct. 31, 2022 | Jul. 31, 2022 | Jun. 30, 2022 | May 31, 2022 | Jan. 31, 2022 | Dec. 31, 2021 | May 31, 2021 | Mar. 31, 2021 | Aug. 31, 2020 | May 31, 2020 |
Operating lease liability | $ 140,569 | $ 2,405,540 | |||||||||
Operating lease, right of use asset | $ 1,458,502 | $ 1,665,436 | $ 140,569 | $ 2,405,540 | |||||||
Effective borrowing rate | 3% | 3% | |||||||||
Imputed Interest | $ 192,521 | ||||||||||
Joint venture | 2,104,509 | $ 2,104,509 | |||||||||
Escondido, CA [Member] | |||||||||||
Operating lease liability | $ 33,454 | $ 322,756 | 1,694,843 | ||||||||
Operating lease, right of use asset | $ 1,694,843 | ||||||||||
Effective borrowing rate | 3% | 3% | 3% | ||||||||
Imputed Interest | $ 2,174 | $ 116,482 | |||||||||
Brownsville, TX [Member] | |||||||||||
Operating lease liability | 177,124 | ||||||||||
Operating lease, right of use asset | $ 177,124 | ||||||||||
Effective borrowing rate | 3% | ||||||||||
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% | ||||||||||
Poway, CA [Member] | |||||||||||
Operating lease liability | $ 277,856 | ||||||||||
Operating lease, right of use asset | $ 277,856 | ||||||||||
Effective borrowing rate | 3% | ||||||||||
Chula Vista C A [Member] | |||||||||||
Operating lease liability | $ 287,345 | ||||||||||
Operating lease, right of use asset | $ 287,345 | ||||||||||
Effective borrowing rate | 3% | ||||||||||
San Diego C A [Member] | |||||||||||
Operating lease liability | $ 916,666 | ||||||||||
Operating lease, right of use asset | $ 916,666 | ||||||||||
Effective borrowing rate | 4% | ||||||||||
Florence Alabama [Member] | |||||||||||
Operating lease liability | $ 90,827 | ||||||||||
Operating lease, right of use asset | $ 90,827 | ||||||||||
Effective borrowing rate | 3% |