Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Mar. 31, 2020 | May 13, 2020 | |
Document And Entity Information | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2020 | |
Entity Registrant Name | GALAXY NEXT GENERATION, INC. | |
Entity Central Index Key | 0001127993 | |
Current Fiscal Year End Date | --06-30 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2020 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 247,120,478 | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Incorporation | NV | |
Entity File Number | 000-56006 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2020 | Jun. 30, 2019 |
Current Assets | ||
Cash | $ 194,702 | $ 169,430 |
Accounts receivable, net | 599,146 | 262,304 |
Inventories, net | 929,210 | 648,715 |
Prepaid and other current assets | 4,900 | 20,898 |
Total Current Assets | 1,727,958 | 1,101,347 |
Property and Equipment, net (Note 2) | 62,194 | 26,765 |
Intangibles, net (Notes 1 and 12) | 1,224,000 | |
Goodwill (Notes 1 and 12) | 834,220 | 834,220 |
Operating right of use asset (Note 7) | 95,426 | |
Total Assets | 3,943,798 | 1,962,332 |
Current Liabilities | ||
Line of credit (Note 3) | 1,236,598 | 1,230,550 |
Convertible notes payable, net of discount (Note 4) | 1,354,133 | 2,124,824 |
Derivative liability, convertible debt features and warrants (Note 5) | 179,013 | 1,025,944 |
Current portion of long term notes payable (Note 4) | 338,434 | 279,346 |
Accounts payable | 1,891,348 | 655,941 |
Accrued expenses | 259,179 | 597,351 |
Deferred revenue | 926,358 | 247,007 |
Short term portion of vendor payable | 146,069 | 34,941 |
Short term portion of related party notes and payables (Note 6) | 1,278,169 | 200,000 |
Total Current Liabilities | 7,609,301 | 6,395,904 |
Noncurrent Liabilities | ||
Long term portion of vendor payable | 97,379 | 174,703 |
Long term portion of related party notes payable (Note 6) | 2,075,000 | |
Notes payable, less current portion (Note 4) | 69,915 | 1,607 |
Total Liabilities | 9,851,595 | 6,572,214 |
Stockholders' Equity (Deficit) | ||
Common stock | 11,186 | 1,072 |
Preferred stock - Series E, non-redeemable | 50 | |
Additional paid-in-capital | 13,652,303 | 4,859,731 |
Accumulated deficit | (19,571,336) | (9,470,685) |
Total Stockholders' Equity (Deficit) | (5,907,797) | (4,609,882) |
Total Liabilities and Stockholders' Equity (Deficit) | $ 3,943,798 | $ 1,962,332 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2020 | Mar. 31, 2019 | |
Revenues | ||||
Total Revenues | $ 349,247 | $ 348,723 | $ 1,850,673 | $ 1,717,353 |
Cost of Sales | ||||
Total Cost of Sales | 130,614 | 285,148 | 1,116,398 | 1,165,711 |
Gross Profit | 218,633 | 63,575 | 734,275 | 551,642 |
General and Administrative Expenses | ||||
Stock compensation and stock issued for services | 48,034 | 2,055,726 | ||
Asset imparment expense (Note 1) | 2,000,287 | 2,000,287 | ||
General and administrative | 1,662,359 | 2,043,181 | 4,263,887 | 4,408,951 |
Loss from Operations | (3,492,047) | (1,979,606) | (7,585,625) | (3,857,309) |
Other Income (Expense) | ||||
Other income | 97,471 | 3,049 | 151,289 | |
Expenses related to convertible notes payable: | ||||
Change in fair value of derivative liability | 695,300 | 2,717,557 | ||
Interest accretion | (603,852) | (1,412,705) | ||
Interest expense | (1,860,498) | (100,893) | (3,822,927) | (163,258) |
Total Other Income (Expense) | (1,769,050) | (3,422) | (2,515,026) | (11,969) |
Net Loss before Income Taxes | (5,261,097) | (1,983,028) | (10,100,651) | (3,869,278) |
Income taxes (Note 9) | ||||
Net Loss | $ (5,261,097) | $ (1,983,028) | $ (10,100,651) | $ (3,869,278) |
Net Basic and Fully Diluted Loss Per Share | $ (0.15) | $ (0.20) | $ (0.47) | $ (0.42) |
Weighted average common shares outstanding | ||||
Basic | 35,520,434 | 10,105,121 | 21,547,126 | 9,154,161 |
Fully diluted | 585,972,958 | 10,105,121 | 339,856,357 | 9,154,161 |
Technology interactive panels and related products [Member] | ||||
Revenues | ||||
Total Revenues | $ 345,956 | $ 261,712 | $ 1,837,354 | $ 1,106,540 |
Cost of Sales | ||||
Total Cost of Sales | 130,614 | 230,833 | 1,116,398 | 948,073 |
Entertainment theater ticket sales and concessions [Member] | ||||
Revenues | ||||
Total Revenues | 78,661 | 589,705 | ||
Cost of Sales | ||||
Total Cost of Sales | 54,315 | 217,638 | ||
Technology office supplies [Member] | ||||
Revenues | ||||
Total Revenues | $ 3,291 | $ 8,350 | $ 13,319 | $ 21,108 |
Consolidated Statement of Chang
Consolidated Statement of Changes in Stockholders' Equity (Deficit) (Unaudited) - USD ($) | Common Stock [Member] | Preferred Stock - Class E [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Total |
Beginning Balance at Jun. 30, 2018 | $ 965 | $ 3,108,873 | $ (2,807,568) | $ 302,270 | |
Beginning Balance, shares at Jun. 30, 2018 | 9,655,813 | ||||
Common stock issued as part of the private placement in September 2018 | 637,000 | 637,000 | |||
Common stock issued as part of the private placement in September 2018, shares | 910 | ||||
Common stock issued for services in December 2018 | $ 8 | 237,851 | 237,859 | ||
Common stock issued for services in December 2018, shares | 75,511 | ||||
Common stock issued for services in January 2019 | $ 10 | 219,990 | 220,000 | ||
Common stock issued for services in January 2019, shares | 100,000 | ||||
Common stock issued for services in February 2019 | $ 10 | 246,990 | 247,000 | ||
Common stock issued for services in February 2019, shares | 100,000 | ||||
Common stock issued for services in March 2019 | $ 10 | 216,990 | 217,000 | ||
Common stock issued for services in March 2019, shares | 100,000 | ||||
Non-cash consideration for net assets of Entertainment | $ (4) | (92,696) | (92,700) | ||
Non-cash consideration for net assets of Entertainment, shares | (38,625) | ||||
Consolidated net loss | (3,869,278) | (3,869,278) | |||
Ending Balance at Mar. 31, 2019 | $ 999 | 4,574,998 | (6,676,846) | (2,100,849) | |
Ending Balance, Shares at Mar. 31, 2019 | 9,993,609 | ||||
Beginning Balance at Jun. 30, 2019 | $ 1,072 | 4,859,731 | (9,470,685) | $ (4,609,882) | |
Beginning Balance, shares at Jun. 30, 2019 | 11,318,901 | 11,280,276 | |||
Common stock issued as part of the private placement in September 2018 | $ 100,000 | ||||
Common stock issued for services in July and August 2019 | $ 48 | 1,203,252 | 1,203,300 | ||
Common stock issued for services in July and August 2019, shares | 475,000 | ||||
Common stock issued in exchange for debt reduction in August 2019 | $ 35 | 619,068 | 619,103 | ||
Common stock issued in exchange for debt reduction in August 2019, shares | 347,397 | ||||
Settlement of conversion features in August and September 2019 | 149,374 | 149,374 | |||
Issuance of common stock to warrant holders in September 2019 | |||||
Issuance of common stock to warrant holders in September 2019, shares | 644,709 | ||||
Common stock issued as compensation in September 2019 | $ 4 | 44,507 | 44,511 | ||
Common stock issued as compensation in September 2019, shares | 44,511 | ||||
Common stock issued for services in September 2019 | $ 9 | 79,991 | 80,000 | ||
Common stock issued for services in September 2019, shares | 80,000 | ||||
Common stock issued in acquisition of Ehlert Solutions, Inc. and Interlock Concepts, Inc. (Note 12) | $ 135 | 1,720,216 | 1,720,351 | ||
Common stock issued in acquisition of Ehlert Solutions, Inc. and Interlock Concepts, Inc. (Note 12), shares | 1,350,000 | ||||
Common stock issued in exchange for debt reduction in September 2019 | $ 40 | 408,622 | 408,662 | ||
Common stock issued in exchange for debt reduction in September 2019, shares | 397,864 | ||||
Common stock issued for services in October 2019 | $ 52 | 403,550 | 403,602 | ||
Common stock issued for services in October 2019, shares | 521,557 | ||||
Common stock issued in exchange for debt reduction in October 2019 | $ 83 | 478,651 | 478,734 | ||
Common stock issued in exchange for debt reduction in October 2019, shares | 833,572 | ||||
Issuance of common stock to warrant holders in October 2019 | |||||
Issuance of common stock to warrant holders in October 2019, shares | 583,670 | ||||
Settlement of conversion features in October 2019 | 3,000 | 3,000 | |||
Common stock issued for services in November 2019 | $ 5 | 19,795 | 19,800 | ||
Common stock issued for services in November 2019, shares | 45,000 | ||||
Common stock issued in exchange for debt reduction in November 2019 | $ 119 | 429,396 | 429,515 | ||
Common stock issued in exchange for debt reduction in November 2019, shares | 1,194,157 | ||||
Common stock issued for convertible notes in November 2019 | $ 50 | 219,950 | 220,000 | ||
Common stock issued for convertible notes in November 2019, shares | 500,000 | ||||
Common stock issued for services in December 2019 | $ 91 | 256,387 | 256,478 | ||
Common stock issued for services in December 2019, shares | 908,355 | ||||
Commitment shares issued in December 2019 | $ 3 | 6,997 | 7,000 | ||
Commitment shares issued in December 2019, shares | 25,000 | ||||
Issuance of Preferred Stock - Class E in November 2019 | $ 50 | 499,950 | 500,000 | ||
Issuance of Preferred Stock - Class E November 2019, shares | 500,000 | ||||
Common Stock issued in exchange for debt reduction in January 2020 (Note 8) | $ 251 | 436,629 | 436,880 | ||
Common Stock issued in exchange for debt reduction in January 2020 (Note 8), shares | 2,514,782 | ||||
Common Stock issued for services in January 2020 (Note 8) | $ 10 | 13,990 | 14,000 | ||
Common Stock issued for services in January 2020 (Note 8), shares | 100,000 | ||||
Common stock issued for compensation in January 2020 (Note 8) | $ 10 | 14,990 | 15,000 | ||
Common stock issued for compensation in January 2020 (Note 8), shares | 100,000 | ||||
Common stock issued in exchange for debt reduction in February 2020 (Note 8) | $ 511 | 243,169 | 243,680 | ||
Common stock issued in exchange for debt reduction in February 2020 (Note 8), shares | 5,113,855 | ||||
Common stock issued in exchange for services in February 2020 (Note 8) | $ 10 | 6,990 | 7,000 | ||
Common stock issued in exchange for services in February 2020 (Note 8), shares | 100,000 | ||||
Common stock issued in exchange for debt reduction in March 2020 (Note 8) | $ 8,559 | 1,522,153 | 1,530,712 | ||
Common stock issued in exchange for debt reduction in March 2020 (Note 8), shares | 85,586,940 | ||||
Common stock issued for services in March 2020 (Note 8) | $ 89 | 11,945 | 12,034 | ||
Common stock issued for services in March 2020 (Note 8), shares | 890,000 | ||||
Common stock issued for cashless exercise of warrants in March 2020 (Note 8) | |||||
Common stock issued for cashless exercise of warrants in March 2020 (Note 8), shares | 21,914,415 | ||||
Consolidated net loss | (10,100,651) | (10,100,651) | |||
Ending Balance at Mar. 31, 2020 | $ 11,186 | $ 50 | $ 13,652,303 | $ (19,571,336) | $ (5,907,797) |
Ending Balance, Shares at Mar. 31, 2020 | 35,589,685 | 500,000 | 135,551,060 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Cash Flows from Operating Activities | ||
Net loss | $ (10,100,651) | $ (3,869,278) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 27,855 | 216,642 |
Goodwill and intangible assets impairment charge | 2,000,287 | |
Loss on disposal of property and equipment | 13,236 | |
Amortization of convertible debt discounts | 308,062 | 45,022 |
Gain on sale of Entertainment | (60,688) | |
Issuance of stock for services | 921,859 | |
Amortization of intangible assets | 536,000 | |
Accretion and settlement of financing instruments and change in fair value of derivative liability | (389,331) | |
Changes in assets and liabilities: | ||
Accounts receivable | 323,444 | 283,222 |
Inventories | (194,699) | 410,071 |
Prepaid expenses and other assets | 18,098 | (34,710) |
Accounts payable | 217,307 | (135,105) |
Accrued expenses | (365,562) | 34,344 |
Deferred revenue | 167,406 | (219,820) |
Net cash used in operating activities | (7,438,550) | (2,408,441) |
Cash Flows from Investing Activities | ||
Acquisition of business, net of cash | 2,967,918 | |
Purchases of property and equipment | (17,636) | |
Net cash provided by investing activities | 2,950,282 | |
Cash Flows from Financing Activities | ||
Principal payments on financing lease obligations | (5,721) | (37,989) |
Principal payments on short term notes payable | (48,331) | (20,000) |
Payments on advances from stockholder, net | (111,173) | |
Payments on convertible notes payable | (655,076) | |
Proceeds from convertible notes payable | 4,550,684 | 1,086,300 |
Borrowings (payments) on line of credit, net | (100) | 682,947 |
Proceeds from issuance of common stock | 637,000 | |
Proceeds from accounts and notes payable - related parties, net | 627,084 | 45,000 |
Net cash provided by financing activities | 4,513,540 | 2,282,085 |
Net Increase (Decrease) in Cash and Cash Equivalents | 25,272 | (126,085) |
Cash, Beginning of Period | 169,430 | 184,255 |
Cash, End of Period | 194,702 | 57,899 |
Noncash additions related to convertible debt | 268,350 | 120,700 |
Cash paid for interest | 176,379 | 132,560 |
Related party note payable issued for acquisition of business | 1,484,473 | |
Noncash sale of Entertainment | 92,700 | |
Settlement of conversion feature | 152,374 | |
Acquisition of goodwill and intangibles | 3,760,287 | |
Common stock issued in exchange for debt reduction | 3,447,912 | |
Stock compensation and stock issued for services | 2,055,873 | |
Property and equipment purchased with financing lease | 37,979 | |
Convertible note and warrants extinguished | 2,072,617 | |
Fair value of convertible note issued to stockholder | 1,225,000 | |
Fair value of preferred stock - Series E issued to stockholder | $ 500,000 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 1 - Summary of Significant Accounting Policies The accompanying unaudited interim condensed consolidated financial statements, included herein, have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. These condensed consolidated statements have been prepared in accordance with the Company's accounting policies described in the Company's Annual Report on Form 10-K for the year ended June 30, 2019 and should be read in conjunction with the audited consolidated financial statements and the notes thereto included in that report. Unless the context indicates otherwise, references to the “Company” mean Galaxy Next Generation, Inc. and its subsidiaries. There have been no significant changes in the Company's accounting policies from those disclosed in its Annual Report on Form 10-K except for those policies described below. With the global spread of the ongoing novel coronavirus (“COVID-19”) pandemic in the first quarter of 2020, the Company has implemented business continuity plans designed to address and mitigate the impact of the COVID-19 pandemic on its employees and business. While the Company revenue has not been negatively impacted at this time, given the global economic slowdown, and the other risks and uncertainties associated with the pandemic, the Company's business, financial condition, results of operations and growth prospects could be materially adversely affected. The extent to which the COVID-19 pandemic impacts the Company's business, the business of the Company's suppliers and other commercial partners, the Company's corporate development objectives and the value of and market for the Company's common stock, will depend on future developments that are highly uncertain and cannot be predicted with confidence at this time, such as the ultimate duration of the pandemic, travel restrictions, quarantines, social distancing and business closure requirements in the United States and other countries, and the effectiveness of actions taken globally to contain and treat the disease. The global economic slowdown and the other risks and uncertainties associated with the pandemic could have a material adverse effect on our business, financial condition, results of operations and growth prospects. In addition, to the extent the ongoing COVID-19 pandemic adversely affects the Company's business and results of operations, it may also have the effect of heightening many of the other risks and uncertainties which the Company faces. Acquisition On September 4, 2019, Galaxy entered into a stock purchase agreement with Interlock Concepts, Inc. (Concepts) and Ehlert Solutions Group, Inc. (Solutions). Under the stock purchase agreement, Galaxy acquired 100% of the outstanding capital stock of both Concepts and Solutions. The purchase price for the acquisition was 1,350,000 shares of common stock and a two year note payable to the seller for $3,000,000. The note payable to the seller is subject to adjustment based on the achievement of certain future gross revenues and successful completion of certain pre-acquisition withholding tax issues of Concepts and Solutions. Solutions and Concepts are Utah-based audio design and manufacturing companies creating innovative products that provide fundamental tools for building notification systems primarily to K-12 education market customers located primarily in the north and northwest United States. Solutions and Concepts' products and services allow institutions access to intercom, scheduling, and notification systems with improved ease of use. The products provide an open architecture solution to customers which allows the products to be used in both existing and new environments. Intercom, public announcement (PA), bell and control solutions are easily added and integrated within the open architecture design and software model. These products combine elements over a common internet protocol (IP) network, which minimizes infrastructure requirements and reduces costs by combining systems. The financial statements include the consolidated assets and liabilities of the combined company (collectively Galaxy Next Generation, Inc., FullCircle Registry, Inc., FullCircle Entertainment, Inc., Interlock Concepts, Inc., and Ehlert Solutions Group, Inc. referred to collectively as the “Company”) See Notes 5 and 12). Capital Structure In accordance with ASC 505, Equity, the Company's capital structure is as follows: March 31, 2020 Authorized Issued Outstanding Common stock 4,000,000,000 135,589,685 135,551,060 $.0001 par value, one vote per share Preferred stock 200,000,000 - - $.0001 par value, one vote per share Preferred stock - Class A 750,000 - - $.0001 par value; no voting rights Preferred stock - Class B 1,000,000 - - Voting rights of 10 votes for 1 Preferred B share; 2% preferred dividend payable annually Preferred stock - Class C 9,000,000 - - $.0001 par value; 500 votes per share, convertible to common stock Preferred stock - Class D 1,000,000 - - $.0001 par value; no voting rights, convertible to common stock, mandatory conversion to common stock 18 months after issue Preferred stock - Class E 500,000 500,000 500,000 $.0001 par value; no voting rights, convertible to common stock June 30, 2019 Authorized Issued Outstanding Common stock 4,000,000,000 11,318,901 11,280,276 $.0001 par value, one vote per share Preferred stock 200,000,000 - - $.0001 par value, one vote per share Preferred stock - Class A 750,000 - - $.0001 par value; no voting rights Preferred stock - Class B 1,000,000 - - Voting rights of 10 votes for 1 Preferred B share; 2% preferred dividend payable annually Preferred stock - Class C 9,000,000 - - $.0001 par value; 500 votes per share, convertible to common stock There is no publicly traded market for the preferred shares. There are 2,839,373,720 common shares reserved at March 31, 2020 under terms of the convertible debt agreements and Stock Plan (see Notes 4 and 13). There are 12,344,215 issued common shares that are restricted as of March 31, 2020. The shares may become free-trading after nine months of being held upon satisfaction of certain terms and regulatory conditions. Warranty The Company is negotiating a warranty settlement with one of its manufacturers. At March 31, 2020, the Company accrued $243,450 payable to this manufacturer to be paid over twenty-four months, with $97,379 recorded as a long-term portion of vendor payable. At June 30, 2019 the Company accrued $209,644 payable to this manufacturer, with $174,703 recorded as a long-term vendor payable. Accounts Receivable At March 31, 2020 and June 30, 2019, management determined no allowance was necessary. At March 31, 2020 and June 30, 2019, $926,358 and $247,007, respectively, of total accounts receivable were considered unbilled and recorded as deferred revenue. Inventories Management estimates $20,000 of obsolete or slow-moving inventory reserves at March 31, 2020 and June 30, 2019. Property and Equipment Depreciation expense was $10,011 and $38,220 for the three months ended March 31, 2020 and 2019, respectively. Depreciation expense was $27,855 and $216,642 for the nine months ended March 31, 2020 and 2019, respectively. Goodwill Goodwill at March 31, 2020 and June 30, 2019 is $834,220, and is attributed to the reverse merger of FullCircle Registry and the acquisition of Concepts and Solutions. Goodwill is not amortized, but is reviewed for impairment at least annually, or more frequently when events or changes in circumstances indicate that the carrying value may not be recoverable. Judgments regarding indicators of potential impairment are based on market conditions and operational performance of the business. At each fiscal year-end, the Company performs an analysis of goodwill or whenever events or circumstances arise that indicate an impairment may exist, such as the loss of a key executive, adverse industry and economic conditions, or increased or unexpected competition. The Company may assess its goodwill for impairment initially using a qualitative approach to determine whether conditions exist to indicate that it is more likely than not that the fair value of a reporting unit is less than its carrying value. If management concludes, based on its assessment of relevant events, facts and circumstances that it is more likely than not that a reporting unit's carrying value is greater than its fair value, then a goodwill impairment charge is recognized for the amount in excess, not to exceed the total amount of goodwill allocated to that reporting unit. If the fair value of a reporting unit exceeds its carrying amount, goodwill is not considered to be impaired and no further testing is required. If determined to be impaired, an impairment charge is recorded as a general and administrative expense within the Company's condensed consolidated statements of operations. Management of the Company determined that a triggering event to assess goodwill impairment occurred during the three months ended March 31, 2020 due to the separation of a key executive associated with their acquisition of Concepts and Solutions. While there was no single determinative event, the consideration in totality of several factors that developed during the third quarter of 2020 led management to conclude that it was more likely than not that the fair values of certain intangible assets and goodwill acquired as part of that acquisition were below their carrying amounts. These factors included: a) former key executive separating from the Company; b) respective former key executive violating his noncompete changing the use and value of it; c) sustained decrease in the Company's share price which reduced market capitalization; and d) uncertainty in the United States and global economies beginning in March and continuing through May 2020 due to Covid-19. As a result of the interim impairment test, the unaudited results for the third quarter of 2020 included non-cash impairment losses of approximately $2,000,000, including $800,287 related to goodwill and $1,200,000 related to finite-lived intangible assets. Intangible Assets Intangible assets are stated at the lower of cost or fair value. Intangible assets are amortized on a straight-line basis over periods ranging from two to five years, representing the period over which the Company expects to receive future economic benefits from these assets. During the third quarter of 2020, management of the Company determined that a triggering event to assess the impairment of the intangible assets occurred. While there was no single determinative event, the consideration in totality of several factors that developed during this period led management to conclude that it was more likely than not that the fair values of certain intangible assets a acquired as part of the Solution and Concept's acquisition were below their carrying amounts. Net intangible assets, accumulated amortization, and the impairment charge that occurred during the three months ended March 31, 2020, are noted in the following table: MARCH 31, 2020 Cost Accumulated Amortization Net Book Value Impairment Total Finite-lived assets: Goodwill $ 1,634,507 $ - $ 1,634,507 $ (800,287) $ 824,220 Customer list 881,000 (88,100) 792,900 - 792,900 Vendor relationships 479,000 (47,900) 431,100 - 431,100 Noncompete agreements 1,600,000 (400,000) 1,200,000 (1,200,000) - $ 4,594,507 $ (536,000) $ 4,058,507 $ (2,000,287) $2,058,220 Estimated amortization expense related to intangible assets for the next five years is: $272,000 for 2020, $272,000 for 2021, $272,000 for 2022, $272,000 for 2023, and $136,000 for 2024. There were no intangible assets as of June 30, 2019. Earnings (Loss) per Share Basic and diluted earnings (loss) per common share is calculated using the weighted average number of common shares outstanding during the period. The Company's convertible notes and warrants are excluded from the computation of diluted earnings per share as they are anti-dilutive due to the Company's losses during those periods. Fair Value of Financial Instruments As of March 31, 2020 and June 30, 2019, the Company held certain financial assets and liabilities that are required to be measured at fair value on a recurring basis. All such assets and liabilities are considered to be Level 3 in the fair value hierarchy. Certain items such as goodwill and other intangible assets are recognized or disclosed at fair value on a non-recurring basis. We determine the fair value of these items using Level 3 inputs. Derivative Liabilities The Company generally does not use derivative financial instruments to hedge exposures to cash flow or market risks. However, certain other financial instruments, such as warrants, and embedded conversion features on the convertible debt, are classified as derivative liabilities due to protection provisions within the agreements. Such financial instruments are initially recorded at fair value using the Monte Carlo model and subsequently adjusted to fair value at the close of each reporting period. The Company accounts for derivative instruments and debt instruments in accordance with the interpretive guidance of ASC 815, ASU 2017-11, and associated pronouncements related to the classification and measurement of warrants and instruments with conversion features and anti-dilution clauses in agreements. Recently issued Accounting Standards In June 2016, the FASB issued ASU 2016-13 “Financial Instruments - Credit Losses (Topic 326),” a new standard to replace the incurred loss impairment methodology under current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The standard is effective for the Company on January 1, 2023, and early adoption is permitted. The Company is currently evaluating the impact the new standard will have on its consolidated financial statements. In August 2018, the FASB issued ASU 2018-13, “Fair Value Measurement (Topic 820) Changes to the Disclosure Requirement for Fair Value Measurement” which amends ASC 820 to expand the disclosures required for items subject to Level 3, fair value remeasurement, including the underlying assumptions. ASU 2018-13 is effective for public companies for fiscal years beginning after December 15, 2019. The Company is currently evaluating the impact the new standard will have on its consolidated financial statements. As this standard only requires additional disclosures, there is no anticipated financial statement impact of its adoption. The Company has carefully considered new pronouncements that alter previous generally accepted accounting principles and does not believe that any new or modified principles will have a material impact on the Company's consolidated financial statements. Reclassification Certain amounts in the current period financial statements have been reclassified in order to conform to the current year presentation. |
Property and Equipment
Property and Equipment | 9 Months Ended |
Mar. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Note 2 - Property and Equipment Property and equipment are comprised of the following at: March 31, 2020 June 30, 2019 Vehicles $ 121,735 $ 74,755 Equipment 6,645 5,000 Furniture and fixtures 30,235 12,598 158,615 92,353 Accumulated depreciation (96,421) (65,588) Property and equipment, net $ 62,194 $ 26,765 |
Line of Credit
Line of Credit | 9 Months Ended |
Mar. 31, 2020 | |
Line of Credit Facility [Abstract] | |
Line of Credit | Note 3 - Line of Credit The Company has a $1,250,000 line of credit at March 31, 2020 and June 30, 2019 bearing interest at prime plus 0.5% (3.75% at March 31, 2020 and 6.00% at June 30, 2019) which expires on August 12, 2020. The line of credit is collateralized by certain real estate owned by a family member of a stockholder, 850,000 shares of the Company's common stock owned by two stockholders, personal guarantees of two stockholders, and a key man life insurance policy. A minimum average bank balance of $50,000 is required as part of the line of credit agreement. A 20% curtailment payment is required during the period from December 12, 2020 to May 12, 2020. The outstanding balance was $1,236,598 and $1,230,550 at March 31, 2020 and June 30, 2019, respectively. |
Notes Payable
Notes Payable | 9 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Notes Payable | Notes 4 - Notes Payable Long Term Notes Payable The Company's long-term notes payable obligations to unrelated parties are as follows at: March 31, 2020 June 30, 2019 Note payable with a bank bearing interest at 4.00% and maturing on June 26, 2020. The note is guaranteed by a stockholder and collateralized by a certificate of deposit owned by a related party. 274,900 274,900 Operating lease liabilities for offices and warehouses with monthly installments of $18,080 (ranging from $4,530 to $1,413) over terms ranging from 2 to 3 years, expiring through December 2021. 95,426 - Financing leases with a related party for delivery vehicles with monthly installments totaling $724 (ranging from $263 to $461), including interest (ranging from 4.5% to 4.75%), over 5-year terms expiring through July 2020. One of the financing leases was paid in full in July 2019 leaving one delivery vehicle financing lease remaining. 1,938 6,053 Financing lease with a finance company for a delivery vehicle requiring monthly installments totaling $679 including interest at 8.99% over a 6-year term expiring in December 2025. 36,085 - Total Notes Payable 408,349 280,953 Current Portion of Notes Payable 338,434 279,346 Long-term Portion of Notes Payable $ 69,915 $ 1,607 Future minimum principal payments on the long-term notes payable to unrelated parties are as follows Period ending March 31, 2021 $ 338,434 2022 44,051 2023 6,071 2024 6,640 2025 7,263 Thereafter 5,889 $ 408,349 March 31, 2020 June 30, 2019 On January 16, 2019, the Company signed a convertible promissory note with an investor. The $382,000 note was issued at a discount of $38,200 and bears interest at 12% per year. The Company issued 92,271 common shares to the investor. The note principal and interest are convertible into shares of common stock at the lower of (a) 70% of the lowest traded price of the common stock during the 20 trading days immediately preceding the notice of conversion or (b) $3 per share, beginning in June 2019. The note matured in July 2019 and was converted to equity. $ - $382,000 On February 22, 2019, the Company signed a convertible promissory note with an investor. The $200,000 note was issued at a discount of $20,000 and bears interest at 5% per year. The note principal and interest are convertible into shares of common stock at the lower of (a) 70% of the lowest traded price of the common stock during the 20 trading days immediately preceding the notice of conversion or (b) $3 per share, beginning in August 2019. The note was paid in full by partial conversion to stock and proceeds from issuance of debt. - 200,000 On March 28, 2019, the Company signed a convertible promissory note with an investor. The $225,000 note was issued at a discount of $20,000 and bears interest at 10% per year. The Company issued 25,000 common shares to the investor. Three draws of $56,250, $112,500, and $56,250 were borrowed under this note. The note principal and interest are convertible into shares of common stock at the lower of (a) 70% of the lowest traded price of the common stock during the 20 trading days immediately preceding the notice of conversion or (b) $3 per share, beginning in September 2019. The note has prepayment penalties ranging from 110% to 125% of the principal and interest outstanding if repaid within 60 to 180 days from issuance. The note matures in three intervals in March 2020, June 2020, and November 2020. The note was partially repaid by conversion to stock. 83,435 168,750 On April 1, 2019, the Company signed a convertible promissory note with an investor. The $225,000 note was issued at a discount of $25,000 and bears interest at 10% per year. The Company issued 25,000 shares to the investor. An initial draw of $100,000 was borrowed under this note. The note principal and interest are convertible into shares of common stock at the lower of 70% of the lowest traded price of the common stock during the 20 trading days immediately preceding the notice of conversion. The note matures in April 2020. The note has prepayment penalties ranging from 110% to 125% of the principal and interest outstanding if repaid within 60 to 180 days from issuance. The note was paid in full by conversion to stock. - 112,500 Convertible Notes Payable On April 29, 2019, the Company signed a convertible promissory note with an investor. The $1,325,000 note was issued at a discount of $92,750 and bears interest at 8% per year. The note principal and interest are convertible into shares of common stock at the lower of (a) 75% of the lowest traded price of the common stock during the 10 trading days immediately preceding the notice of conversion or (b) $2.75 per share. The note matures in April 2020. The note has prepayment penalties of 120% of the sum of the outstanding principal, plus accrued interest, plus defaulted interest, plus any additional principal, plus at the holder's option, any amounts owed to the holder pursuant to any other provision of the note. The note was paid in full with proceeds from issuance of debt and preferred stock. - 1,325,000 On May 28, 2019, the Company signed a convertible promissory note with an investor. The $322,580 note was issued at a discount of $22,580 and bears interest at 8% per year. The note principal and interest are convertible into shares of common stock at the lower of (a) 75% of the lowest traded price of the common stock during the 10 trading days immediately preceding the notice of conversion or (b) $2.75 per share beginning in November 2019. The note matures in May 2020. The note has prepayment penalties of 120% of the principal and interest outstanding if repaid before 180 days from issuance. The note was partially repaid by a combination of conversion to stock and cash. 83,458 322,580 On June 18, 2019, the Company signed a convertible promissory note with an investor. The $366,120 note was issued at a discount of $27,120 and bears interest at 8% per year. The note principal and interest are convertible into shares of common stock at 75% of the lowest traded price of the common stock during the 10 trading days immediately preceding the notice of conversion. The note matures in May 2020. The note has prepayment penalties of 120% of the principal and interest outstanding if repaid before 180 days from issuance. The note was fully repaid by conversion to stock. - 366,120 On August 6, 2019, the Company signed a convertible promissory note with an investor. The $220,000 note was issued at a discount of $20,000 and bears interest at 12% per year. The note principal and interest are convertible into shares of common stock at 75% of the lowest traded price of the common stock during the 10 trading days immediately preceding the notice of conversion. The note matures in August 2020. The note has prepayment penalties of 120% of the principal and interest outstanding if repaid before 180 days from issuance. The note was partially repaid by conversion to stock. 125,400 - On August 29, 2019, the Company signed a convertible promissory note with an investor. The $234,726 note was issued at a discount of $16,376 and bears interest at 8% per year. The note principal and interest are convertible into shares of common stock at 75% of the lowest traded price of the common stock during the 10 trading days immediately preceding the notice of conversion. The note matures in August 2020. The note has prepayment penalties of 120% of the principal and interest outstanding if repaid before 180 days from issuance. 234,726 - On November 18, 2019, the Company signed a convertible promissory note with an investor. The $55,000 note was issued at a discount of $5,000 and bears interest at 8% per year. The note principal and interest are convertible into shares of common stock at the lower of (a) 70% of the lowest traded price of common stock during the 15 trading days prior to the issue date or (b) 70% of the lowest traded price for the common stock during the 15 trading days prior to conversion of the note. The note matures in November 2020. The note has prepayment penalties between 115% and 125% of the principal and interest outstanding if repaid before 180 days from issuance. 55,000 - On November 18, 2019, the Company signed a convertible promissory note with an investor. The $110,000 note was issued at a discount of $10,000 and bears interest at 8% per year. The note principal and interest are convertible into shares of common stock at the lower of (a) 70% of the lowest traded price of common stock during the 15 trading days prior to the issue date or (b) 70% of the lowest traded price for the common stock during the 15 trading days prior to conversion of the note. The note matures in November 2020. The note has prepayment penalties between 115% and 125% of the principal and interest outstanding if repaid before 180 days from issuance. 110,000 - On December 11, 2019, the Company signed a convertible promissory note with an investor. The $220,430 note was issued at a discount of $15,430 and bears interest at 8% per year. The note principal and interest are convertible into shares of common stock at the lower of (a) $0.46 per share or (b) 75% of the lowest trading price of common stock during the 10 trading days prior to conversion beginning in June 2020. The note matures in December 2020. The note has prepayment penalties between 120% and 130% of the principal and interest outstanding if repaid before 180 days from issuance. 220,430 - On November 25, 2019, the Company signed a convertible promissory note with an investor. The $1,000,000 note was issued at a discount of $70,000 and bears interest at 8% per year. The note principal and interest up to $250,000 every 30-day calendar period are convertible into shares of common stock at the lower of (a) 75% of the lowest traded price of the common stock during the 10 trading days immediately preceding the notice of conversion or (b) $0.46 per share. The note matures in November 2020. The note has a redemption premium of 115% of the principal and interest outstanding if repaid before maturity. 1,000,000 - On January 9, 2020, the Company entered into a $225,000 convertible note. The $225,000 note was issued at a discount of $13,500 and bears interest at 8% per year. The note principal and interest are convertible into shares of common stock at the lower of (a) 75% of the lowest traded price of the common stock during the 10 trading days immediately preceding the notice of conversion or (b) the lowest traded price of the common stock during the 10 trading days prior to the issuance of this note. The note matures in October 2020. The note has prepayment penalties of 110% to 125% of the principal and interest outstanding if repaid before 180 days from issuance. 225,000 - On January 27, 2020, the Company entered into a $223,300 convertible note. The $223,300 note was issued at a discount of $20,300 and bears interest at 8% per year. The note principal and interest are convertible into shares of common stock at 75% of the average of the lowest 3 trading prices during 15 trading days prior to conversion. The note matures in January 2021. The note has prepayment penalties of 110% to 125% of the principal and interest outstanding if repaid before 180 days from issuance. 223,300 - On March 25, 2020 the Company signed a convertible promissory note with an investor. The $338,625 note was issued at a discount of $23,625 and bears interest at 8% per year. The note principal and interest are convertible into shares of common stock at the lower of (a) $0.46 per share or (b) 75% of the lowest trading price of common stock during the 10 trading days prior to conversion. The note matures in March 2021. The note has prepayment penalties between 120% and 130% of the principal and interest outstanding if repaid before 180 days from issuance. 338,625 - Total Convertible Notes Payable 2,699,374 2,876,950 Less: Unamortized original issue discounts 1,345,241 752,126 Current Portion of Convertible Notes Payable 1,354,133 2,124,824 Long-term Portion of Convertible Notes Payable $ - $ - The original issue discount is being amortized over the terms of the convertible notes using the effective interest method. During the three and nine months ended March 31, 2020, the Company amortized $91,338 and $247,794, respectively, of debt discounts to interest expense and $603,852 and $1,412,705, respectively, to interest accretion. During the three and nine months ended March 31, 2019, the Company amortized $40,578 and $45,022, respectively, of debt discounts to interest expense. Convertible notes are subordinate to the bank debt of the Company. Accrued but unpaid interest on the notes is convertible by the lender into, and payable by the Company in common shares at a price per common share equal to the most recent closing price of the Company's common shares prior to the delivery to the Company of a request to convert interest, or the due date of interest, as applicable. Interest, when due, is payable either in cash or common shares. The conversion features meet the definition of a derivative liability instrument because the conversion rate is variable and therefore does not meet the “fixed-for-fixed” criteria outlined in ASC 815-40-15. As a result, the conversion features of the notes are recorded as a derivative liability at fair value and marked-to-market each period with the changes in fair value each period charged or credited to other income (expense). Warrants The Company issued common stock and warrants as consideration for the convertible notes. The warrants contain certain anti-dilutive clauses that are accounted for as financial derivatives. The warrants meet the definition of a derivative liability instrument because the exercise price is variable and therefore does not meet the “fixed-for-fixed” criteria outlined in ASC 815-40-15. As a result, the value of the unexercised warrants are recorded as a derivative liability at fair value and marked-to-market each period with the changes in fair value each period charged or credited to other income (expense). Unexercised warrants to purchase 0 and 84,373 shares of common stock are outstanding at March 31, 2020 and June 30, 2019. All outstanding warrants have an original exercise prices of $4 per share, contain anti-dilution price protection clauses, and expire 36 months from issue date. The anti-dilution clause was triggered for outstanding warrants in April 2019 and as a result, warrants now have an exercise price of $1.325 per share. As of March 31, 2020, outstanding warrants expire between March 2022 and November 2022. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Mar. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 5 – Fair Value Measurements Fair Value on a Recurring Basis The following table presents information about the assets that are measured at fair value on a recurring basis at March 31, 2020 and June 30, 2019 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. In general, fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical instruments. Fair values determined by Level 2 inputs utilize data points that are observable such as quoted prices, interest rates, and yield curves. Fair values determined by Level 3 inputs are unobservable data points for the financial instrument, and include situations where there is little, if any, market activity for the instrument: At March 31, 2020 Total Level 1 Level 2 Level 3 Liabilities: Original issue discount, convertible debt $ 145,701 $ - $ - $ 145,701 Derivative liability, warrants 33,312 - - 33,312 Total: $ 179,013 $ - $ - $ 179,013 At June 30, 2019 Liabilities: Total Level 1 Level 2 Level 3 Original issue discount, convertible debt $ 979,569 $ - $ - $ 979,569 Derivative liability, warrants 46,375 - - 46,375 Total: $ 1,025,944 $ - $ - $1,025,944 The Company measures the fair market value of the Level 3 components using the Monte Carlo model and projected discounted cash flows, as appropriate. These models are prepared by an independent third party and consider management's best estimate of the conversion price of the stock, an estimate of the expected time to conversion, an estimate of the stock volatility, and the risk-free rate of return expected for an instrument with a term equal to the duration of the convertible note. The derivative liability was valued using the Monte Carlo pricing model with the following inputs at March 31, 2020 and June 30, 2019: At March 31, 2020 Risk-free interest rate: 0.05 – 1.15% Expected dividend yield: 0.00% Expected stock price volatility: 250.00% Expected option life in years: 0.01 – 1.94 years At June 30, 2019 Risk-free interest rate: 1.72% - 2.83% Expected dividend yield: 0.00% Expected stock price volatility: 180.00% Expected option life in years: 2.80 - 3.00 years The following table sets forth a reconciliation of changes in the fair value of the Company's convertible debt components classified as Level 3 in the fair value hierarchy at March 31, 2020: Balance at June 30, 2019 $ 1,025,944 Additional convertible securities at inception 2,026,000 Settlement of conversion features and warrants (152,374) Realized (234,903) Unrealized (2,485,645) Ending balance $ 179,013 Fair Value on a Nonrecurring Basis The Company measures certain non-financial assets on a non-recurring basis, including goodwill, the anti-dilutive nature of the employment agreement, and certain intangible assets. The following table presents information about the assets that are measured at fair value on a nonrecurring basis at March 31, 2020 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value, as follows: At March 31, 2020 Total Level 1 Level 2 Level 3 Assets: Goodwill $ 834,220 $ - $ - $ 834,220 Customer list 792,900 - - 792,900 Vendor Relationship $479,000 $ - $ - $ 479,000 $2,058,200 $ - $ - $2,058,220 As of June 30, 2019 the only asset required to be measured on a nonrecurring basis was goodwill and the fair value of the asset amounted to $834,220 using level 3 valuation techniques. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Mar. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 6 - Related Party Transactions Notes Payable March 31, 2020 June 30, 2019 Note payable to a stockholder in which the $200,000 principal plus $10,000 of interest was payable in December 2019. Borrowings under the note increased and the maturity was extended to November 2021. The note bears interest at 6% and is payable in cash or common stock, at the Company's option. If interest is paid in common stock, the conversion price will be the market price at the time of conversion. Principal on the note at maturity is convertible into 400,000 shares of Series D Preferred Stock. If principal is paid prior to maturity, the right of conversion is terminated. $ 400,000 $ 200,000 Fair value of unsecured notes payable to seller of Concepts and Solutions, a related party, bearing interest at 3% per year, payable in annual installments through November 30, 2021. Payments are subject to adjustment based on the achievement of minimum gross revenues and successful completion of certain pre-acquisition withholding tax issues of Concepts and Solutions. 1,030,079 - Note payable to a stockholder in which the note principal plus 6% interest is payable in November 2021. Note was amended in March 2020 by increasing the balance by $225,000 and extending the maturity to March 2022. Interest is payable in cash or common stock, at the holder's option. If interest is paid in common stock, the conversion price will be the market price at the time of conversion. Principal on the note at maturity is convertible into 1,225,000 shares of Series D Preferred Stock. If principal is paid prior to maturity, the right of conversion is terminated. 1,225,000 - Note payable to a stockholder in which the note principal plus 6% interest is payable in November 2021. Interest is payable in cash or common stock, at the Company's option. If interest is paid in common stock, the conversion price will be the market price at the time of conversion. Principal on the note at maturity is convertible into 200,000 shares of Series D Preferred Stock. If principal is paid prior to maturity, the right of conversion is terminated. 200,000 - Note payable to a stockholder in which the note principal plus interest at 10% is payable the earlier of 60 days after invoicing a certain customer, or August 20, 2020. The note is collateralized by a security interest in a certain customer purchase order. 385,000 - Other payables due to stockholders and a related party 113,090 - Total Related Party Notes and Other Payables 3,353,169 200,000 Current Portion of Related Party Notes and Other Payables 1,278,169 200,000 Long-term Portion of Related Party Notes and Other Payables $ 2,075,000 $ - Future maturities of related party notes payable are as follows: Period ending March 31, 2021 $ 1,278,169 2022 2,075,000 $ 3,353,169 Leases The Company leases property used in operations from a related party under terms of an operating lease. The term of the lease expires on December 31, 2021. The monthly lease payment is $1,500 plus maintenance and property taxes, as defined in the lease agreement. Rent expense for this lease totaled $4,500 and $13,500 for the three and nine months ended March 31, 2020, respectively. Rent expense for this lease totaled $4,500 and $24,634 for the three and nine months ended March 31, 2019, respectively. The Company leases vehicles from related parties under financing leases. The Company is paying the lease payments directly to the creditors, rather than the lessor. The leased vehicles are used in operations for deliveries and installations. |
Lease Agreements
Lease Agreements | 9 Months Ended |
Mar. 31, 2020 | |
Leases [Abstract] | |
Lease Agreements | Note 7 - Lease Agreements Financing Lease Agreements The Company has entered into financing lease agreements for delivery vehicles (disclosed in Note 4) requiring monthly payments totaling $724 (ranging from $263 to $461), including interest (ranging from 4.5% to 4.75%), over 5-year terms expiring through July 2020. One of the financing leases was paid in full during July 2019 leaving one delivery vehicle capital lease remaining. In December 2019, the Company entered into a financing lease for a vehicle (disclosed in Note 4) requiring monthly payments of $679, including interest at 8.99% over a 6-year term expiring in December 2025. Operating Lease Agreements The Company leases facilities for offices, assembly and warehousing. Upon commencement, the Company recognizes a right-of-use asset and lease liability based on the net present value of the future minimum lease payments over the lease term at the commencement date. The Company's operating lease cost for the three and nine months ended March 31, 2020 was $29,131 and $95,925, respectively. Cash paid for operating lease liabilities approximated operating lease cost for the three and nine months ended March 31, 2020. Operating lease right-of-use assets and operating lease liabilities were as follows: Right-of-use assets: Operating right-of-use asset $ 95,426 Operating lease liabilities: Current portion of long term notes payable $ 56,926 Notes payable, less current portion 38,500 Total operating lease liabilities $ 95,426 As of March 31, 2020, operating lease maturities each of the next five fiscal years are as follows: Period ending March 31, 2021 $ 81,926 2022 13,500 $ 95,426 As of March 31, 2020, the weighted average remaining lease term was 1.50 years. |
Equity
Equity | 9 Months Ended |
Mar. 31, 2020 | |
Stockholders' Equity Note [Abstract] | |
Equity | Note 8 - Equity During January 2020, the Company issued 2,514,782 common shares for convertible debt reduction. These shares were valued at $436,629 upon issuance. During January 2020, the Company issued 100,000 common shares for professional consulting services. These shares were valued at $13,990 upon issuance. During January 2020, the Company issued 100,000 common shares for compensation. These shares were valued at $14,990 upon issuance. During February 2020, the Company issued 5,113,855 common shares for convertible debt reduction. These shares were valued at $243,169 upon issuance. During February 2020, the Company issued 100,000 common shares for professional consulting services. These shares were valued at $6,990 upon issuance. During March 2020, the Company issued 85,586,940 common shares for convertible debt reduction. These shares were valued at $1,522,153 upon issuance. During March 2020, the Company issued 890,000 common shares for professional consulting services. These shares were valued at $11,945 upon issuance. During March 2020, the Company issued 21,914,415 common shares to warrant holders in seven cashless transactions. |
Income Taxes
Income Taxes | 9 Months Ended |
Mar. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 9 - Income Taxes The Company had no federal or state income tax (benefit) for the three or nine months ended March 31, 2020 or 2019. The Company's deferred tax assets and liabilities as of March 31, 2020 and June 30, 2019, are summarized as follows: March 31, 2020 June 30, 2019 Federal Deferred tax assets $ 4,362,300 $ 2,980,100 Less valuation allowance (4,362,300) (2,980,100) Deferred tax liabilities - - - - State Deferred tax assets 1,267,900 866,300 Less valuation allowance (1,267,900) (866,300) Deferred tax liabilities - - - Net Deferred Tax Assets $ - $ - The significant components of deferred tax assets as of March 31, 2020 and June 30, 2019, are as follows: March 31, 2020 June 30, 2019 Net operating loss carryforwards $ 5,614,100 $ 3,826,100 Valuation allowance (5,630,200) (3,846,400) Property and equipment (16,700) (7,100) Inventory allowance 5,400 5,400 Warranty accrual 27,400 22,000 Net Deferred Tax Assets $ - $ - |
Commitments, Contingencies, and
Commitments, Contingencies, and Concentrations | 9 Months Ended |
Mar. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments, Contingencies, and Concentrations | Note 10 - Commitments, Contingencies, and Concentrations Contingencies Certain conditions may exist as of the date the condensed consolidated financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. The Company's management and its legal counsel assess such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company's legal counsel evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein. If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company's condensed consolidated financial statements. If the assessment indicates that a potentially material loss contingency is not probable, but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material, would be disclosed. On September 4, 2019, the Company recorded a pre-acquisition liability for approximately $591,000 relative to unpaid payroll tax liabilities and associated penalties and fees of Concepts and Solutions (Note 12). Concentrations Galaxy contracts the manufacturer of its products with overseas suppliers. The Company's sales could be adversely impacted by a supplier's inability to provide Galaxy with an adequate supply of inventory. Galaxy has two customers that accounted for approximately 69% of accounts receivable at March 31, 2020 and four customers that accounted for approximately 79% of accounts receivable at June 30, 2019. Galaxy has two customers that accounted for approximately 43% and 33% of total revenue for the three and nine months ended March 31, 2020, respectively. The Company had two customers that accounted for approximately 78% and three customers that accounted for approximately 80% of revenues for the three and nine months ended March 31, 2019, respectively. |
Material Agreements
Material Agreements | 9 Months Ended |
Mar. 31, 2020 | |
Disclosure of Material Agreements [Abstract] | |
Material Agreements | Note 11 - Material Agreements Consulting Agreement A consulting agreement was renewed in May 2019 with monthly payment terms of $15,000 and 450,000 shares of common stock upon execution of the renewal. In addition, it was noted that the Company owed the consultant 210,000 shares under the original consulting agreement due to an anti-dilution clause in the agreement. The Company issued 210,000 shares for services in July 2019 in satisfaction of the $400,000 accrued liability for the consulting services. The Company paid the consultant $0 and $15,000 for the three and nine months ended March 31, 2020, respectively, and $161,500 and $374,500 for the three and nine months ended March 31, 2019 in fees and expenses for consulting services provided during the periods. The Company issued 450,000 shares under the Company's Stock Plan in May 2019 (Note 14), and 455,000 shares of common stock to the consultant in October 2019 for professional services. Agency Agreement Effective December 11, 2018, the Company entered into a 12 month contract with an agent to raise capital. The agent receives a finder's fee ranging from 4% to 8% relative to the amount of capital raised, plus restricted shares in an amount equal to 4% of capital raised, if successful. The Agreement contains an option to extend the contract term for an additional nine months. The Company paid $0 and $11,600 in fees during the three and nine months ended March 31, 2020, respectively. No fees were paid under this agreement during the three or nine months ended March 31, 2019. The Company issued 212,990 shares of common stock in December 2019 for these agency services. Business Development and Marketing Agreement Effective June 10, 2019, the Company entered into a three month contract for certain advisory and consulting services. The Company will issue 15,000 shares and pay $20,000 per month under the terms of the agreement. The Company paid $82,000 and $322,300 in fees during the three and nine months ended March 31, 2020, respectively. No fees were paid under this agreement during the three or nine months ended March 31, 2019. The Company issued 60,000 shares to the consultant for consulting services in July and September 2019. The Company issued 45,000 shares to the consultant for consulting services in November 2019. The Company issued 18,270 shares to the consultant for consulting services in February and March 2020. Consulting Agreement On May 1, 2019, the Company engaged an advisor to provide consulting services under an Investor Relations and Advisory Agreement. The Company pays $8,000 per month under this agreement in the form of $2,000 cash and a restricted common stock monthly fee of $6,000 in advance of services each month. The number of shares issued is calculated based on the closing price of the Company's common shares on the first day of the month. The shares do not have registration rights, and the shares may be sold by the advisor, subject to Rule 144. The Company paid $6,000 and $24,000 in fees during the three and nine months ended March 31, 2020, respectively. No fees were paid under this agreement during the three or nine months ended March 31, 2019. The Company issued 52,508 common shares during December 2019. Consulting Agreement On October 1, 2019, the Company engaged an advisor to provide management consulting, business advisory, shareholder information, and public relations consulting services. The agreement is for one year and will automatically renew unless either party provides notice of cancellation. Under the terms of the agreement, the Company will issue the consultant 50,000 shares each quarter for a total of 200,000 shares. The Company paid $20,000 and $49,800 to the advisor during the three and nine months ended March 31, 2020. No fees were paid under this agreement during the three or nine months ended March 31, 2019. The Company issued 50,000 common shares upon execution of the agreement in October 2019. The Company issued 14,000 shares to the consultant for consulting services in January 2020. Consulting Agreement On October 1, 2019, the Company engaged an advisor to provide general business consultation and advise. The agreement is for one year with the option of renewal at the end of the initial term. The Company issued 642,857 shares of common stock in advance of the services performed during the three month period ended December 31, 2019. |
Acquisition of Concepts and Sol
Acquisition of Concepts and Solutions | 9 Months Ended |
Mar. 31, 2020 | |
Business Combinations [Abstract] | |
Acquisition of Concepts and Solutions | Note 12 – Acquisition of Concepts and Solutions On September 4, 2019, Galaxy entered into a stock purchase agreement with Concepts and Solutions. Under the terms of the stock purchase agreement, 100% of the outstanding capital for both Concepts and Solutions was purchased by Galaxy. Concurrent with this acquisition, the Company applied pushdown accounting; therefore, the condensed consolidated financial statements after completion of the acquisition include the assets, liabilities, and results of operations of the combined company from and after the closing date. As part of the stock purchase agreement, Galaxy issued 1,350,000 common shares to the seller with a value of $1,485,000. In addition to the issuance of common shares, the Company entered into three promissory notes with the seller for a total note payable of $3,000,000. Payments under the notes are subject to adjustment based on the achievement of minimum gross revenues and successful resolution of certain pre-acquisition payroll withholding tax issues of Concepts and Solutions. The Company believes future earnings goals will not be met and valued the note payable at $1,484,473, which includes $584,473 of accrued pre-acquisition withholding tax liabilities (See Note 10). The balance of the note payable is $1,033,467 at March 31, 2020. Management of the Company determined that a triggering event to assess the impairment of goodwill associated with the acquisition of Concepts and Solutions occurred during the third quarter of 2020. While there was no single determinative event, the consideration in totality of several factors that developed during this quarter led management to conclude that it was more likely than not that the fair values of certain intangible assets and goodwill acquired as part of the acquisition were below their carrying amounts. See Notes 1 and 5. The following table summarizes the preliminary allocation of the fair value of the assets and liabilities as of the acquisition date through pushdown accounting. The preliminary allocation to certain assets and/or liabilities may be adjusted by material amounts as the Company finalizes fair value estimates. Assets Cash $ 201,161 Accounts receivable 1,165,953 Inventory 94,360 Property and equipment 20,904 Other assets 2,800 Goodwill and other intangibles 3,760,287 Total Assets 5,245,465 Liabilities Accounts payable 1,225,734 Accrued expenses 783,540 Short-term debt 96,941 Deferred revenue 518,900 Total Liabilities 2,625,115 Net Assets $ 2,620,350 Consideration Fair value of anti-dilution clause in employment agreement $ 235,350 Note payable to seller 900,000 Stock 1,485,000 $ 2,620,350 As a result of the Company pushing down the effects of the acquisition, certain accounting adjustments are reflected in the condensed consolidated financial statements, such as goodwill and other intangible assets initially recognized of $3,760,287 and reflected in the balance sheet as of March 31, 2020. Goodwill and other intangible assets recognized is primarily attributable to the amount of the consideration in excess of the fair value of Concepts and Solutions at the date of purchase. |
Stock Plan
Stock Plan | 9 Months Ended |
Mar. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Stock Plan | Note 13 – Stock Plan An Employee, Directors, and Consultants Stock Plan for the Year 2019 (“Plan”) was established by the Company. The Plan is intended to attract and retain employees, directors and consultants by aligning the economic interest of such individuals more closely with the Company's stockholders, by paying fees or salaries in the form of shares of the Company's common stock. The Plan is effective December 28, 2018, and expired March 31, 2020. Common shares of 1,000,000 are reserved for stock awards under the Plan. There were 965,000 shares awarded under the Plan as of March 31, 2020. On December 13, 2019, the Company adopted the Employees, Directors, and Consultants Stock Plan for the Year 2019-A (“2019-A Plan”) to replace the Plan. The 2019-A Plan is effective on December 13, 2019 and expires June 1, 2020. Common shares of 1,000,000 are reserved for stock awards under the 2019-A Plan. There were 642,857 shares issued under the 2019-A Plan as of March 31, 2020. |
Going Concern
Going Concern | 9 Months Ended |
Mar. 31, 2020 | |
Disclosure of Going Concern [Abstract] | |
Going Concern | Note 14 - Going Concern The accompanying condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As reflected in the accompanying condensed consolidated financial statements, the Company had negative working capital of approximately $5,900,000, an accumulated deficit of approximately $19,600,000, and cash used in operations of approximately $7,400,000 at March 31, 2020. The Company's operational activities have primarily been funded through issuance of common stock for services, related party advances, debt financing, a private placement offering of common stock and through the deferral of accounts payable and other expenses. The Company intends to raise additional capital through the sale of equity securities or borrowings from financial institutions and possibly from related and nonrelated parties who may in fact lend to the Company on reasonable terms. Management believes that its actions to secure additional funding will allow the Company to continue as a going concern. There is no guarantee the Company will be successful in achieving any of these objectives. These sources of working capital are not assured, and consequently do not sufficiently mitigate the risks and uncertainties disclosed above. The ability of the Company to continue as a going concern is dependent upon management's ability to raise capital from the sale of its equity and, ultimately, the achievement of operating revenues. The condensed consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Mar. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 15 - Subsequent Events The Company has evaluated subsequent events through the date on which the condensed consolidated financial statements were available to be issued. Note Payable The Company received a $310,832 Payment Protection Loan (PPP) in April 2020, from the U.S. Small Business Administration. The loan bears interest at 0.98% and is payable in installments beginning in October 2020. Under the terms of the PPP program, the loan may be forgiven if the funds are spent in accordance with the program. Issuances of Shares On April 1, 2020, the Company issued 5,000,000 common shares to an investor in satisfaction of $12,000 of principal on a convertible note. On April 1, 2020, the Company issued 6,694,678 common shares to an investor in satisfaction of $23,400 of principal on a convertible note. On April 3, 2020, the Company issued 6,666,667 common shares to an investor in satisfaction of $23,300 of principal on a convertible note. On April 3, 2020, the Company issued 5,000,000 common shares to an investor in satisfaction of $12,000 of principal on a convertible note. On April 7, 2020, the Company issued 5,476,190 common shares to an investor in satisfaction of $23,000 of principal on a convertible note. On April 13, 2020, the Company issued 6,177,428 common shares to an investor in satisfaction of $4,435 of principal on a convertible note and accrued interest. On April 13, 2020, the Company issued 8,122,449 common shares to an investor in satisfaction of $19,400 of principal on a convertible note. On April 16, 2020, the Company issued 9,306,123 common shares to an investor in satisfaction of $22,300 of principal on a convertible note. On April 17, 2020, the Company issued 9,790,476 common shares to an investor in satisfaction of $25,700 of principal on a convertible note. On April 22, 2020, the Company issued 10,315,810 common shares to an investor in satisfaction of $27,079 of principal on a convertible note. On April 27, 2020, the Company issued 5,726,223 common shares to an investor in satisfaction of $7,679 of principal on a convertible note. On April 30, 2020, the Company issued 8,775,511 common shares to an investor in satisfaction of $21,000 of principal on a convertible note. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Acquisition | Acquisition On September 4, 2019, Galaxy entered into a stock purchase agreement with Interlock Concepts, Inc. (Concepts) and Ehlert Solutions Group, Inc. (Solutions). Under the stock purchase agreement, Galaxy acquired 100% of the outstanding capital stock of both Concepts and Solutions. The purchase price for the acquisition was 1,350,000 shares of common stock and a two year note payable to the seller for $3,000,000. The note payable to the seller is subject to adjustment based on the achievement of certain future gross revenues and successful completion of certain pre-acquisition withholding tax issues of Concepts and Solutions. Solutions and Concepts are Utah-based audio design and manufacturing companies creating innovative products that provide fundamental tools for building notification systems primarily to K-12 education market customers located primarily in the north and northwest United States. Solutions and Concepts' products and services allow institutions access to intercom, scheduling, and notification systems with improved ease of use. The products provide an open architecture solution to customers which allows the products to be used in both existing and new environments. Intercom, public announcement (PA), bell and control solutions are easily added and integrated within the open architecture design and software model. These products combine elements over a common internet protocol (IP) network, which minimizes infrastructure requirements and reduces costs by combining systems. The financial statements include the consolidated assets and liabilities of the combined company (collectively Galaxy Next Generation, Inc., FullCircle Registry, Inc., FullCircle Entertainment, Inc., Interlock Concepts, Inc., and Ehlert Solutions Group, Inc. referred to collectively as the “Company”) See Notes 5 and 12). |
Capital Structure | Capital Structure In accordance with ASC 505, Equity, the Company's capital structure is as follows: March 31, 2020 Authorized Issued Outstanding Common stock 4,000,000,000 135,589,685 135,551,060 $.0001 par value, one vote per share Preferred stock 200,000,000 - - $.0001 par value, one vote per share Preferred stock - Class A 750,000 - - $.0001 par value; no voting rights Preferred stock - Class B 1,000,000 - - Voting rights of 10 votes for 1 Preferred B share; 2% preferred dividend payable annually Preferred stock - Class C 9,000,000 - - $.0001 par value; 500 votes per share, convertible to common stock Preferred stock - Class D 1,000,000 - - $.0001 par value; no voting rights, convertible to common stock, mandatory conversion to common stock 18 months after issue Preferred stock - Class E 500,000 500,000 500,000 $.0001 par value; no voting rights, convertible to common stock June 30, 2019 Authorized Issued Outstanding Common stock 4,000,000,000 11,318,901 11,280,276 $.0001 par value, one vote per share Preferred stock 200,000,000 - - $.0001 par value, one vote per share Preferred stock - Class A 750,000 - - $.0001 par value; no voting rights Preferred stock - Class B 1,000,000 - - Voting rights of 10 votes for 1 Preferred B share; 2% preferred dividend payable annually Preferred stock - Class C 9,000,000 - - $.0001 par value; 500 votes per share, convertible to common stock There is no publicly traded market for the preferred shares. There are 2,839,373,720 common shares reserved at March 31, 2020 under terms of the convertible debt agreements and Stock Plan (see Notes 4 and 13). There are 12,344,215 issued common shares that are restricted as of March 31, 2020. The shares may become free-trading after nine months of being held upon satisfaction of certain terms and regulatory conditions. |
Warranty | Warranty The Company is negotiating a warranty settlement with one of its manufacturers. At March 31, 2020, the Company accrued $243,450 payable to this manufacturer to be paid over twenty-four months, with $97,379 recorded as a long-term portion of vendor payable. At June 30, 2019 the Company accrued $209,644 payable to this manufacturer, with $174,703 recorded as a long-term vendor payable. |
Accounts Receivable | Accounts Receivable At March 31, 2020 and June 30, 2019, management determined no allowance was necessary. At March 31, 2020 and June 30, 2019, $926,358 and $247,007, respectively, of total accounts receivable were considered unbilled and recorded as deferred revenue. |
Inventories | Inventories Management estimates $20,000 of obsolete or slow-moving inventory reserves at March 31, 2020 and June 30, 2019. |
Property and Equipment | Property and Equipment Depreciation expense was $10,011 and $38,220 for the three months ended March 31, 2020 and 2019, respectively. Depreciation expense was $27,855 and $216,642 for the nine months ended March 31, 2020 and 2019, respectively. |
Goodwill | Goodwill Goodwill at March 31, 2020 and June 30, 2019 is $834,220, and is attributed to the reverse merger of FullCircle Registry and the acquisition of Concepts and Solutions. Goodwill is not amortized, but is reviewed for impairment at least annually, or more frequently when events or changes in circumstances indicate that the carrying value may not be recoverable. Judgments regarding indicators of potential impairment are based on market conditions and operational performance of the business. At each fiscal year-end, the Company performs an analysis of goodwill or whenever events or circumstances arise that indicate an impairment may exist, such as the loss of a key executive, adverse industry and economic conditions, or increased or unexpected competition. The Company may assess its goodwill for impairment initially using a qualitative approach to determine whether conditions exist to indicate that it is more likely than not that the fair value of a reporting unit is less than its carrying value. If management concludes, based on its assessment of relevant events, facts and circumstances that it is more likely than not that a reporting unit's carrying value is greater than its fair value, then a goodwill impairment charge is recognized for the amount in excess, not to exceed the total amount of goodwill allocated to that reporting unit. If the fair value of a reporting unit exceeds its carrying amount, goodwill is not considered to be impaired and no further testing is required. If determined to be impaired, an impairment charge is recorded as a general and administrative expense within the Company's condensed consolidated statements of operations. Management of the Company determined that a triggering event to assess goodwill impairment occurred during the three months ended March 31, 2020 due to the separation of a key executive associated with their acquisition of Concepts and Solutions. While there was no single determinative event, the consideration in totality of several factors that developed during the third quarter of 2020 led management to conclude that it was more likely than not that the fair values of certain intangible assets and goodwill acquired as part of that acquisition were below their carrying amounts. These factors included: a) former key executive separating from the Company; b) respective former key executive violating his noncompete changing the use and value of it; c) sustained decrease in the Company's share price which reduced market capitalization; and d) uncertainty in the United States and global economies beginning in March and continuing through May 2020 due to Covid-19. As a result of the interim impairment test, the unaudited results for the third quarter of 2020 included non-cash impairment losses of approximately $2,000,000, including $800,287 related to goodwill and $1,200,000 related to finite-lived intangible assets. |
Intangible Assets | Intangible Assets Intangible assets are stated at the lower of cost or fair value. Intangible assets are amortized on a straight-line basis over periods ranging from two to five years, representing the period over which the Company expects to receive future economic benefits from these assets. During the third quarter of 2020, management of the Company determined that a triggering event to assess the impairment of the intangible assets occurred. While there was no single determinative event, the consideration in totality of several factors that developed during this period led management to conclude that it was more likely than not that the fair values of certain intangible assets a acquired as part of the Solution and Concept's acquisition were below their carrying amounts. Net intangible assets, accumulated amortization, and the impairment charge that occurred during the three months ended March 31, 2020, are noted in the following table: MARCH 31, 2020 Cost Accumulated Amortization Net Book Value Impairment Total Finite-lived assets: Goodwill $ 1,634,507 $ - $ 1,634,507 $ (800,287) $ 824,220 Customer list 881,000 (88,100) 792,900 - 792,900 Vendor relationships 479,000 (47,900) 431,100 - 431,100 Noncompete agreements 1,600,000 (400,000) 1,200,000 (1,200,000) - $ 4,594,507 $ (536,000) $ 4,058,507 $ (2,000,287) $2,058,220 Estimated amortization expense related to intangible assets for the next five years is: $272,000 for 2020, $272,000 for 2021, $272,000 for 2022, $272,000 for 2023, and $136,000 for 2024. There were no intangible assets as of June 30, 2019. |
Earnings (Loss) per Share | Earnings (Loss) per Share Basic and diluted earnings (loss) per common share is calculated using the weighted average number of common shares outstanding during the period. The Company's convertible notes and warrants are excluded from the computation of diluted earnings per share as they are anti-dilutive due to the Company's losses during those periods. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments As of March 31, 2020 and June 30, 2019, the Company held certain financial assets and liabilities that are required to be measured at fair value on a recurring basis. All such assets and liabilities are considered to be Level 3 in the fair value hierarchy. Certain items such as goodwill and other intangible assets are recognized or disclosed at fair value on a non-recurring basis. We determine the fair value of these items using Level 3 inputs. |
Derivative Liabilities | Derivative Liabilities The Company generally does not use derivative financial instruments to hedge exposures to cash flow or market risks. However, certain other financial instruments, such as warrants, and embedded conversion features on the convertible debt, are classified as derivative liabilities due to protection provisions within the agreements. Such financial instruments are initially recorded at fair value using the Monte Carlo model and subsequently adjusted to fair value at the close of each reporting period. The Company accounts for derivative instruments and debt instruments in accordance with the interpretive guidance of ASC 815, ASU 2017-11, and associated pronouncements related to the classification and measurement of warrants and instruments with conversion features and anti-dilution clauses in agreements. |
Recently issued Accounting Standards | Recently issued Accounting Standards In June 2016, the FASB issued ASU 2016-13 “Financial Instruments - Credit Losses (Topic 326),” a new standard to replace the incurred loss impairment methodology under current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The standard is effective for the Company on January 1, 2023, and early adoption is permitted. The Company is currently evaluating the impact the new standard will have on its consolidated financial statements. In August 2018, the FASB issued ASU 2018-13, “Fair Value Measurement (Topic 820) Changes to the Disclosure Requirement for Fair Value Measurement” which amends ASC 820 to expand the disclosures required for items subject to Level 3, fair value remeasurement, including the underlying assumptions. ASU 2018-13 is effective for public companies for fiscal years beginning after December 15, 2019. The Company is currently evaluating the impact the new standard will have on its consolidated financial statements. As this standard only requires additional disclosures, there is no anticipated financial statement impact of its adoption. The Company has carefully considered new pronouncements that alter previous generally accepted accounting principles and does not believe that any new or modified principles will have a material impact on the Company's consolidated financial statements. |
Reclassification | Reclassification Certain amounts in the current period financial statements have been reclassified in order to conform to the current year presentation. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Schedule of Capital Structure | In accordance with ASC 505, Equity, the Company's capital structure is as follows: March 31, 2020 Authorized Issued Outstanding Common stock 4,000,000,000 135,589,685 135,551,060 $.0001 par value, one vote per share Preferred stock 200,000,000 - - $.0001 par value, one vote per share Preferred stock - Class A 750,000 - - $.0001 par value; no voting rights Preferred stock - Class B 1,000,000 - - Voting rights of 10 votes for 1 Preferred B share; 2% preferred dividend payable annually Preferred stock - Class C 9,000,000 - - $.0001 par value; 500 votes per share, convertible to common stock Preferred stock - Class D 1,000,000 - - $.0001 par value; no voting rights, convertible to common stock, mandatory conversion to common stock 18 months after issue Preferred stock - Class E 500,000 500,000 500,000 $.0001 par value; no voting rights, convertible to common stock June 30, 2019 Authorized Issued Outstanding Common stock 4,000,000,000 11,318,901 11,280,276 $.0001 par value, one vote per share Preferred stock 200,000,000 - - $.0001 par value, one vote per share Preferred stock - Class A 750,000 - - $.0001 par value; no voting rights Preferred stock - Class B 1,000,000 - - Voting rights of 10 votes for 1 Preferred B share; 2% preferred dividend payable annually Preferred stock - Class C 9,000,000 - - $.0001 par value; 500 votes per share, convertible to common stock |
Schedule of Intangible Assets | Net intangible assets, accumulated amortization, and the impairment charge that occurred during the three months ended March 31, 2020, are noted in the following table: MARCH 31, 2020 Cost Accumulated Amortization Net Book Value Impairment Total Finite-lived assets: Goodwill $ 1,634,507 $ - $ 1,634,507 $ (800,287) $ 824,220 Customer list 881,000 (88,100) 792,900 - 792,900 Vendor relationships 479,000 (47,900) 431,100 - 431,100 Noncompete agreements 1,600,000 (400,000) 1,200,000 (1,200,000) - $ 4,594,507 $ (536,000) $ 4,058,507 $ (2,000,287) $2,058,220 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 9 Months Ended |
Mar. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment are comprised of the following at: March 31, 2020 June 30, 2019 Vehicles $ 121,735 $ 74,755 Equipment 6,645 5,000 Furniture and fixtures 30,235 12,598 158,615 92,353 Accumulated depreciation (96,421) (65,588) Property and equipment, net $ 62,194 $ 26,765 |
Notes Payable (Tables)
Notes Payable (Tables) | 9 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Notes Payable | The Company's long-term notes payable obligations to unrelated parties are as follows at: March 31, 2020 June 30, 2019 Note payable with a bank bearing interest at 4.00% and maturing on June 26, 2020. The note is guaranteed by a stockholder and collateralized by a certificate of deposit owned by a related party. 274,900 274,900 Operating lease liabilities for offices and warehouses with monthly installments of $18,080 (ranging from $4,530 to $1,413) over terms ranging from 2 to 3 years, expiring through December 2021. 95,426 - Financing leases with a related party for delivery vehicles with monthly installments totaling $724 (ranging from $263 to $461), including interest (ranging from 4.5% to 4.75%), over 5-year terms expiring through July 2020. One of the financing leases was paid in full in July 2019 leaving one delivery vehicle financing lease remaining. 1,938 6,053 Financing lease with a finance company for a delivery vehicle requiring monthly installments totaling $679 including interest at 8.99% over a 6-year term expiring in December 2025. 36,085 - Total Notes Payable 408,349 280,953 Current Portion of Notes Payable 338,434 279,346 Long-term Portion of Notes Payable $ 69,915 $ 1,607 |
Schedule of Minimum Future Principal Payments | Future minimum principal payments on the long-term notes payable to unrelated parties are as follows Period ending March 31, 2021 $ 338,434 2022 44,051 2023 6,071 2024 6,640 2025 7,263 Thereafter 5,889 $ 408,349 |
Schedule of Convertible Notes Payable | March 31, 2020 June 30, 2019 On January 16, 2019, the Company signed a convertible promissory note with an investor. The $382,000 note was issued at a discount of $38,200 and bears interest at 12% per year. The Company issued 92,271 common shares to the investor. The note principal and interest are convertible into shares of common stock at the lower of (a) 70% of the lowest traded price of the common stock during the 20 trading days immediately preceding the notice of conversion or (b) $3 per share, beginning in June 2019. The note matured in July 2019 and was converted to equity. $ - $382,000 On February 22, 2019, the Company signed a convertible promissory note with an investor. The $200,000 note was issued at a discount of $20,000 and bears interest at 5% per year. The note principal and interest are convertible into shares of common stock at the lower of (a) 70% of the lowest traded price of the common stock during the 20 trading days immediately preceding the notice of conversion or (b) $3 per share, beginning in August 2019. The note was paid in full by partial conversion to stock and proceeds from issuance of debt. - 200,000 On March 28, 2019, the Company signed a convertible promissory note with an investor. The $225,000 note was issued at a discount of $20,000 and bears interest at 10% per year. The Company issued 25,000 common shares to the investor. Three draws of $56,250, $112,500, and $56,250 were borrowed under this note. The note principal and interest are convertible into shares of common stock at the lower of (a) 70% of the lowest traded price of the common stock during the 20 trading days immediately preceding the notice of conversion or (b) $3 per share, beginning in September 2019. The note has prepayment penalties ranging from 110% to 125% of the principal and interest outstanding if repaid within 60 to 180 days from issuance. The note matures in three intervals in March 2020, June 2020, and November 2020. The note was partially repaid by conversion to stock. 83,435 168,750 On April 1, 2019, the Company signed a convertible promissory note with an investor. The $225,000 note was issued at a discount of $25,000 and bears interest at 10% per year. The Company issued 25,000 shares to the investor. An initial draw of $100,000 was borrowed under this note. The note principal and interest are convertible into shares of common stock at the lower of 70% of the lowest traded price of the common stock during the 20 trading days immediately preceding the notice of conversion. The note matures in April 2020. The note has prepayment penalties ranging from 110% to 125% of the principal and interest outstanding if repaid within 60 to 180 days from issuance. The note was paid in full by conversion to stock. - 112,500 Convertible Notes Payable On April 29, 2019, the Company signed a convertible promissory note with an investor. The $1,325,000 note was issued at a discount of $92,750 and bears interest at 8% per year. The note principal and interest are convertible into shares of common stock at the lower of (a) 75% of the lowest traded price of the common stock during the 10 trading days immediately preceding the notice of conversion or (b) $2.75 per share. The note matures in April 2020. The note has prepayment penalties of 120% of the sum of the outstanding principal, plus accrued interest, plus defaulted interest, plus any additional principal, plus at the holder's option, any amounts owed to the holder pursuant to any other provision of the note. The note was paid in full with proceeds from issuance of debt and preferred stock. - 1,325,000 On May 28, 2019, the Company signed a convertible promissory note with an investor. The $322,580 note was issued at a discount of $22,580 and bears interest at 8% per year. The note principal and interest are convertible into shares of common stock at the lower of (a) 75% of the lowest traded price of the common stock during the 10 trading days immediately preceding the notice of conversion or (b) $2.75 per share beginning in November 2019. The note matures in May 2020. The note has prepayment penalties of 120% of the principal and interest outstanding if repaid before 180 days from issuance. The note was partially repaid by a combination of conversion to stock and cash. 83,458 322,580 On June 18, 2019, the Company signed a convertible promissory note with an investor. The $366,120 note was issued at a discount of $27,120 and bears interest at 8% per year. The note principal and interest are convertible into shares of common stock at 75% of the lowest traded price of the common stock during the 10 trading days immediately preceding the notice of conversion. The note matures in May 2020. The note has prepayment penalties of 120% of the principal and interest outstanding if repaid before 180 days from issuance. The note was fully repaid by conversion to stock. - 366,120 On August 6, 2019, the Company signed a convertible promissory note with an investor. The $220,000 note was issued at a discount of $20,000 and bears interest at 12% per year. The note principal and interest are convertible into shares of common stock at 75% of the lowest traded price of the common stock during the 10 trading days immediately preceding the notice of conversion. The note matures in August 2020. The note has prepayment penalties of 120% of the principal and interest outstanding if repaid before 180 days from issuance. The note was partially repaid by conversion to stock. 125,400 - On August 29, 2019, the Company signed a convertible promissory note with an investor. The $234,726 note was issued at a discount of $16,376 and bears interest at 8% per year. The note principal and interest are convertible into shares of common stock at 75% of the lowest traded price of the common stock during the 10 trading days immediately preceding the notice of conversion. The note matures in August 2020. The note has prepayment penalties of 120% of the principal and interest outstanding if repaid before 180 days from issuance. 234,726 - On November 18, 2019, the Company signed a convertible promissory note with an investor. The $55,000 note was issued at a discount of $5,000 and bears interest at 8% per year. The note principal and interest are convertible into shares of common stock at the lower of (a) 70% of the lowest traded price of common stock during the 15 trading days prior to the issue date or (b) 70% of the lowest traded price for the common stock during the 15 trading days prior to conversion of the note. The note matures in November 2020. The note has prepayment penalties between 115% and 125% of the principal and interest outstanding if repaid before 180 days from issuance. 55,000 - On November 18, 2019, the Company signed a convertible promissory note with an investor. The $110,000 note was issued at a discount of $10,000 and bears interest at 8% per year. The note principal and interest are convertible into shares of common stock at the lower of (a) 70% of the lowest traded price of common stock during the 15 trading days prior to the issue date or (b) 70% of the lowest traded price for the common stock during the 15 trading days prior to conversion of the note. The note matures in November 2020. The note has prepayment penalties between 115% and 125% of the principal and interest outstanding if repaid before 180 days from issuance. 110,000 - On December 11, 2019, the Company signed a convertible promissory note with an investor. The $220,430 note was issued at a discount of $15,430 and bears interest at 8% per year. The note principal and interest are convertible into shares of common stock at the lower of (a) $0.46 per share or (b) 75% of the lowest trading price of common stock during the 10 trading days prior to conversion beginning in June 2020. The note matures in December 2020. The note has prepayment penalties between 120% and 130% of the principal and interest outstanding if repaid before 180 days from issuance. 220,430 - On November 25, 2019, the Company signed a convertible promissory note with an investor. The $1,000,000 note was issued at a discount of $70,000 and bears interest at 8% per year. The note principal and interest up to $250,000 every 30-day calendar period are convertible into shares of common stock at the lower of (a) 75% of the lowest traded price of the common stock during the 10 trading days immediately preceding the notice of conversion or (b) $0.46 per share. The note matures in November 2020. The note has a redemption premium of 115% of the principal and interest outstanding if repaid before maturity. 1,000,000 - On January 9, 2020, the Company entered into a $225,000 convertible note. The $225,000 note was issued at a discount of $13,500 and bears interest at 8% per year. The note principal and interest are convertible into shares of common stock at the lower of (a) 75% of the lowest traded price of the common stock during the 10 trading days immediately preceding the notice of conversion or (b) the lowest traded price of the common stock during the 10 trading days prior to the issuance of this note. The note matures in October 2020. The note has prepayment penalties of 110% to 125% of the principal and interest outstanding if repaid before 180 days from issuance. 225,000 - On January 27, 2020, the Company entered into a $223,300 convertible note. The $223,300 note was issued at a discount of $20,300 and bears interest at 8% per year. The note principal and interest are convertible into shares of common stock at 75% of the average of the lowest 3 trading prices during 15 trading days prior to conversion. The note matures in January 2021. The note has prepayment penalties of 110% to 125% of the principal and interest outstanding if repaid before 180 days from issuance. 223,300 - On March 25, 2020 the Company signed a convertible promissory note with an investor. The $338,625 note was issued at a discount of $23,625 and bears interest at 8% per year. The note principal and interest are convertible into shares of common stock at the lower of (a) $0.46 per share or (b) 75% of the lowest trading price of common stock during the 10 trading days prior to conversion. The note matures in March 2021. The note has prepayment penalties between 120% and 130% of the principal and interest outstanding if repaid before 180 days from issuance. 338,625 - Total Convertible Notes Payable 2,699,374 2,876,950 Less: Unamortized original issue discounts 1,345,241 752,126 Current Portion of Convertible Notes Payable 1,354,133 2,124,824 Long-term Portion of Convertible Notes Payable $ - $ - |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Mar. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Values Determined by Level 3 Inputs | The following table presents information about the assets that are measured at fair value on a recurring basis at March 31, 2020 and June 30, 2019 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. In general, fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical instruments. Fair values determined by Level 2 inputs utilize data points that are observable such as quoted prices, interest rates, and yield curves. Fair values determined by Level 3 inputs are unobservable data points for the financial instrument, and include situations where there is little, if any, market activity for the instrument: At March 31, 2020 Total Level 1 Level 2 Level 3 Liabilities: Original issue discount, convertible debt $ 145,701 $ - $ - $ 145,701 Derivative liability, warrants 33,312 - - 33,312 Total: $ 179,013 $ - $ - $ 179,013 At June 30, 2019 Liabilities: Total Level 1 Level 2 Level 3 Original issue discount, convertible debt $ 979,569 $ - $ - $ 979,569 Derivative liability, warrants 46,375 - - 46,375 Total: $ 1,025,944 $ - $ - $1,025,944 |
Schedule of Derivative Liability Valued Using Monte Carlo Pricing Model | The derivative liability was valued using the Monte Carlo pricing model with the following inputs at March 31, 2020 and June 30, 2019: At March 31, 2020 Risk-free interest rate: 0.05 – 1.15% Expected dividend yield: 0.00% Expected stock price volatility: 250.00% Expected option life in years: 0.01 – 1.94 years At June 30, 2019 Risk-free interest rate: 1.72% - 2.83% Expected dividend yield: 0.00% Expected stock price volatility: 180.00% Expected option life in years: 2.80 - 3.00 years |
Schedule of Reconciliation of Changes in Fair Value of Convertible Debt | The following table sets forth a reconciliation of changes in the fair value of the Company's convertible debt components classified as Level 3 in the fair value hierarchy at March 31, 2020: Balance at June 30, 2019 $ 1,025,944 Additional convertible securities at inception 2,026,000 Settlement of conversion features and warrants (152,374) Realized (234,903) Unrealized (2,485,645) Ending balance $ 179,013 |
Schedule of Assets Measured at Fair Value on Nonrecurring Basis | The following table presents information about the assets that are measured at fair value on a nonrecurring basis at March 31, 2020 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value, as follows: At March 31, 2020 Total Level 1 Level 2 Level 3 Assets: Goodwill $ 834,220 $ - $ - $ 834,220 Customer list 792,900 - - 792,900 Vendor Relationship $479,000 $ - $ - $ 479,000 $2,058,200 $ - $ - $2,058,220 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 9 Months Ended |
Mar. 31, 2020 | |
Related Party Transactions [Abstract] | |
Schedule of Notes Payable Obligations to Related Parties Assumed in Acquisition | March 31, 2020 June 30, 2019 Note payable to a stockholder in which the $200,000 principal plus $10,000 of interest was payable in December 2019. Borrowings under the note increased and the maturity was extended to November 2021. The note bears interest at 6% and is payable in cash or common stock, at the Company's option. If interest is paid in common stock, the conversion price will be the market price at the time of conversion. Principal on the note at maturity is convertible into 400,000 shares of Series D Preferred Stock. If principal is paid prior to maturity, the right of conversion is terminated. $ 400,000 $ 200,000 Fair value of unsecured notes payable to seller of Concepts and Solutions, a related party, bearing interest at 3% per year, payable in annual installments through November 30, 2021. Payments are subject to adjustment based on the achievement of minimum gross revenues and successful completion of certain pre-acquisition withholding tax issues of Concepts and Solutions. 1,030,079 - Note payable to a stockholder in which the note principal plus 6% interest is payable in November 2021. Note was amended in March 2020 by increasing the balance by $225,000 and extending the maturity to March 2022. Interest is payable in cash or common stock, at the holder's option. If interest is paid in common stock, the conversion price will be the market price at the time of conversion. Principal on the note at maturity is convertible into 1,225,000 shares of Series D Preferred Stock. If principal is paid prior to maturity, the right of conversion is terminated. 1,225,000 - Note payable to a stockholder in which the note principal plus 6% interest is payable in November 2021. Interest is payable in cash or common stock, at the Company's option. If interest is paid in common stock, the conversion price will be the market price at the time of conversion. Principal on the note at maturity is convertible into 200,000 shares of Series D Preferred Stock. If principal is paid prior to maturity, the right of conversion is terminated. 200,000 - Note payable to a stockholder in which the note principal plus interest at 10% is payable the earlier of 60 days after invoicing a certain customer, or August 20, 2020. The note is collateralized by a security interest in a certain customer purchase order. 385,000 - Other payables due to stockholders and a related party 113,090 - Total Related Party Notes and Other Payables 3,353,169 200,000 Current Portion of Related Party Notes and Other Payables 1,278,169 200,000 Long-term Portion of Related Party Notes and Other Payables $ 2,075,000 $ - |
Schedule of Future Maturities of Notes Payable | Future maturities of related party notes payable are as follows: Period ending March 31, 2021 $ 1,278,169 2022 2,075,000 $ 3,353,169 |
Lease Agreements (Tables)
Lease Agreements (Tables) | 9 Months Ended |
Mar. 31, 2020 | |
Leases [Abstract] | |
Schedule of Operating Lease Right-of-Use Assets and Operating Lease Liabilities | Operating lease right-of-use assets and operating lease liabilities were as follows: Right-of-use assets: Operating right-of-use asset $ 95,426 Operating lease liabilities: Current portion of long term notes payable $ 56,926 Notes payable, less current portion 38,500 Total operating lease liabilities $ 95,426 |
Schedule of Operating Lease Maturities | As of March 31, 2020, operating lease maturities each of the next five fiscal years are as follows: Period ending March 31, 2021 $ 81,926 2022 13,500 $ 95,426 |
Income Taxes (Tables)
Income Taxes (Tables) | 9 Months Ended |
Mar. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of Deferred Tax Assets and Liabilities | The CompanyÂ’s deferred tax assets and liabilities as of March 31, 2020 and June 30, 2019, are summarized as follows: March 31, 2020 June 30, 2019 Federal Deferred tax assets $ 4,362,300 $ 2,980,100 Less valuation allowance (4,362,300) (2,980,100) Deferred tax liabilities - - - - State Deferred tax assets 1,267,900 866,300 Less valuation allowance (1,267,900) (866,300) Deferred tax liabilities - - - Net Deferred Tax Assets $ - $ - |
Schedule of Significant Components of Deferred Tax Assets | The significant components of deferred tax assets as of March 31, 2020 and June 30, 2019, are as follows: March 31, 2020 June 30, 2019 Net operating loss carryforwards $ 5,614,100 $ 3,826,100 Valuation allowance (5,630,200) (3,846,400) Property and equipment (16,700) (7,100) Inventory allowance 5,400 5,400 Warranty accrual 27,400 22,000 Net Deferred Tax Assets $ - $ - |
Acquisition of Concepts and S_2
Acquisition of Concepts and Solutions (Tables) | 9 Months Ended |
Mar. 31, 2020 | |
Long-term Note Payable to Related Party - 3 | |
Schedule of assets and liabilities as of the acquisition date through pushdown accounting | The following table summarizes the preliminary allocation of the fair value of the assets and liabilities as of the acquisition date through pushdown accounting. The preliminary allocation to certain assets and/or liabilities may be adjusted by material amounts as the Company finalizes fair value estimates. Assets Cash $ 201,161 Accounts receivable 1,165,953 Inventory 94,360 Property and equipment 20,904 Other assets 2,800 Goodwill and other intangibles 3,760,287 Total Assets 5,245,465 Liabilities Accounts payable 1,225,734 Accrued expenses 783,540 Short-term debt 96,941 Deferred revenue 518,900 Total Liabilities 2,625,115 Net Assets $ 2,620,350 Consideration Fair value of anti-dilution clause in employment agreement $ 235,350 Note payable to seller 900,000 Stock 1,485,000 $ 2,620,350 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Narrative) (Details) - USD ($) | Sep. 04, 2019 | Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2020 | Mar. 31, 2019 | Jun. 30, 2019 |
Common shares reserved under terms of the convertible debt agreements and Stock Plan | 2,839,373,720 | |||||
Restricted common shares issued | 12,344,215 | |||||
Accrued Expense | $ 243,450 | $ 243,450 | $ 209,644 | |||
Long-term portion of accounts payable | 97,379 | 97,379 | 174,703 | |||
Accounts receivable - unbilled | 926,358 | 926,358 | 247,007 | |||
Inventory reserves | 20,000 | 20,000 | 20,000 | |||
Depreciation expense | 10,011 | $ 38,220 | 27,855 | $ 216,642 | ||
Impairment losses | 2,000,287 | 2,000,287 | ||||
Goodwill impairment losses | 800,287 | |||||
Impairment of intangible assets | 1,200,000 | |||||
Goodwill | 834,220 | 834,220 | $ 834,220 | |||
Estimated amortization expense related to intangible assets 2020 | 272,000 | 272,000 | ||||
Estimated amortization expense related to intangible assets 2021 | 272,000 | 272,000 | ||||
Estimated amortization expense related to intangible assets 2022 | 272,000 | 272,000 | ||||
Estimated amortization expense related to intangible assets 2023 | 272,000 | 272,000 | ||||
Estimated amortization expense related to intangible assets 2024 | $ 136,000 | $ 136,000 | ||||
Minimum [Member] | ||||||
Useful life of intangible assets | 2 years | |||||
Maximum [Member] | ||||||
Useful life of intangible assets | 5 years | |||||
Concepts and Solutions [Member] | ||||||
Percentage of stock acquired under stock purchase agreement | 100.00% | |||||
Purchase price for acquisition in shares | 1,350,000 | |||||
Purchase price for acquisition in notes payable to seller | $ 3,000,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Schedule of Capital Structure) (Details) - USD ($) | Mar. 31, 2020 | Jun. 30, 2019 |
Common Stock, Shares Authorized | 4,000,000,000 | 4,000,000,000 |
Common Stock, Shares, Issued | 135,589,685 | 11,318,901 |
Common Stock, Shares, Outstanding | 135,551,060 | 11,280,276 |
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Preferred Stock, Shares Authorized | 200,000,000 | 200,000,000 |
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Preferred Class A [Member] | ||
Preferred Stock, Shares Authorized | 750,000 | 750,000 |
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Preferred Class B [Member] | ||
Preferred Stock, Shares Authorized | 1,000,000 | 1,000,000 |
Preferred Class C [Member] | ||
Preferred Stock, Shares Authorized | 9,000,000 | 9,000,000 |
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Preferred Class D [Member] | ||
Preferred Stock, Shares Authorized | 1,000,000 | |
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | |
Preferred Class E [Member] | ||
Preferred Stock, Shares Authorized | 500,000 | |
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | |
Preferred stock, shares, Issued | 500,000 | |
Preferred stock, shares, Outstanding | $ 500,000 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Schedule of Finite Lived Assets) (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2020 | Mar. 31, 2019 | Jun. 30, 2019 | |
Finite-lived assets: | ||||
Cost | $ 4,594,507 | $ 4,594,507 | ||
Accumulated Amortization | (536,000) | (536,000) | ||
Net Book Value | 1,224,000 | 1,224,000 | ||
Impairment | (2,000,287) | (2,000,287) | ||
Total | 2,058,220 | 2,058,220 | ||
Customer List [Member] | ||||
Finite-lived assets: | ||||
Cost | 881,000 | 881,000 | ||
Accumulated Amortization | (88,100) | (88,100) | ||
Net Book Value | 792,900 | 792,900 | ||
Impairment | ||||
Total | 792,900 | 792,900 | ||
Vendor relationships [Member] | ||||
Finite-lived assets: | ||||
Cost | 479,000 | 479,000 | ||
Accumulated Amortization | (47,900) | (47,900) | ||
Net Book Value | 431,100 | 431,100 | ||
Impairment | ||||
Total | 431,100 | 431,100 | ||
Noncompete Agreement [Member] | ||||
Finite-lived assets: | ||||
Cost | 1,600,000 | 1,600,000 | ||
Accumulated Amortization | (400,000) | (400,000) | ||
Net Book Value | 1,200,000 | 1,200,000 | ||
Impairment | (1,200,000) | |||
Total | 4,058,507 | 4,058,507 | ||
Goodwill [Member] | ||||
Finite-lived assets: | ||||
Cost | 1,634,507 | 1,634,507 | ||
Accumulated Amortization | ||||
Net Book Value | 1,634,507 | 1,634,507 | ||
Impairment | (800,287) | |||
Total | $ 824,220 | $ 824,220 |
Property and Equipment (Schedul
Property and Equipment (Schedule of Property and Equipment) (Details) - USD ($) | Mar. 31, 2020 | Jun. 30, 2019 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Gross | $ 158,615 | $ 92,353 |
Accumulated depreciation | (96,421) | (65,588) |
Property and equipment, net | 62,194 | 26,765 |
Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Gross | 121,735 | 74,755 |
Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Gross | 6,645 | 5,000 |
Furniture and fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Gross | $ 30,235 | $ 12,598 |
Line of Credit (Details)
Line of Credit (Details) - USD ($) | 9 Months Ended | |
Mar. 31, 2020 | Jun. 30, 2019 | |
Line of Credit Facility [Abstract] | ||
Line of credit maximum borrowing capacity | $ 1,250,000 | $ 1,250,000 |
Interest rate basis | prime plus 0.5% | |
Interest rate | 3.75% | 6.00% |
Number of common stock owned by two stockholders | 850,000 | |
Debt maturity | Aug. 12, 2020 | |
Line of credit | $ 1,236,598 | $ 1,230,550 |
Minimum average bank balance | $ 50,000 | |
Percentage of curtailment of outstanding balance | 20.00% |
Notes Payable (Narrative) (Deta
Notes Payable (Narrative) (Details) - USD ($) | Jan. 09, 2020 | Dec. 11, 2019 | Aug. 06, 2019 | Apr. 01, 2019 | Mar. 25, 2020 | Jan. 27, 2020 | Nov. 25, 2019 | Nov. 18, 2019 | Aug. 29, 2019 | Jun. 18, 2019 | May 28, 2019 | Apr. 29, 2019 | Mar. 28, 2019 | Feb. 22, 2019 | Jan. 16, 2019 | Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2020 | Mar. 31, 2019 | Jun. 30, 2019 |
Debt Instrument [Line Items] | ||||||||||||||||||||
Notes Payable | $ 1,607 | |||||||||||||||||||
Interest rate | 3.75% | 3.75% | 6.00% | |||||||||||||||||
Debt maturity | Aug. 12, 2020 | |||||||||||||||||||
Interest accretion | $ 603,852 | $ 1,412,705 | ||||||||||||||||||
Unexercised warrants outstanding | $ 0 | $ 0 | $ 84,373 | |||||||||||||||||
Unexercised warrants price per share | $ 4 | |||||||||||||||||||
Expiration period | 36 months | 36 months | ||||||||||||||||||
Exercise price | $ 1.325 | $ 1.325 | ||||||||||||||||||
Outstanding warrants expired | between March 2022 and November 2022 | |||||||||||||||||||
Monthly lease payment | $ 1,500 | |||||||||||||||||||
Stock issued in excahnge of reduction in short- term notes value | 100,000 | 637,000 | ||||||||||||||||||
Convertible Notes Payable | $ 2,699,374 | $ 2,699,374 | $ 2,876,950 | |||||||||||||||||
Bank [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Interest rate | 4.00% | 4.00% | 4.00% | |||||||||||||||||
Debt maturity | Jun. 26, 2020 | Jun. 26, 2020 | ||||||||||||||||||
Financial Institution [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Notes Payable | $ 724 | $ 724 | ||||||||||||||||||
Debt maturity | Jul. 31, 2020 | |||||||||||||||||||
Monthly lease payment | $ 18,080 | |||||||||||||||||||
Lease term | 5 years | 5 years | ||||||||||||||||||
Lease expiration date | Dec. 31, 2021 | |||||||||||||||||||
Financial Institution [Member] | Financing lease [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Interest rate | 8.99% | 8.99% | ||||||||||||||||||
Monthly lease payment | $ 679 | |||||||||||||||||||
Lease term | 6 years | 6 years | ||||||||||||||||||
Lease expiration date | Dec. 31, 2025 | |||||||||||||||||||
Financial Institution [Member] | Minimum [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Notes Payable | $ 263 | $ 263 | ||||||||||||||||||
Interest rate | 4.50% | 4.50% | ||||||||||||||||||
Debt maturity | Jul. 31, 2019 | |||||||||||||||||||
Monthly lease payment | $ 4,530 | |||||||||||||||||||
Lease term | 2 years | 2 years | ||||||||||||||||||
Financial Institution [Member] | Maximum [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Notes Payable | $ 461 | $ 461 | ||||||||||||||||||
Interest rate | 4.75% | 4.75% | ||||||||||||||||||
Monthly lease payment | $ 1,413 | |||||||||||||||||||
Lease term | 3 years | 3 years | ||||||||||||||||||
Convertible notes [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Notes Payable | $ 382,000 | |||||||||||||||||||
Debt discount | $ 38,200 | |||||||||||||||||||
Interest rate | 12.00% | |||||||||||||||||||
Debt maturity | Jul. 31, 2019 | |||||||||||||||||||
Interest expense | $ 91,338 | $ 40,578 | $ 247,794 | $ 45,022 | ||||||||||||||||
Percentage of lowest traded price | 70.00% | |||||||||||||||||||
Conversion price | $ 3 | |||||||||||||||||||
Convertible Notes Payable | $ 382,000 | |||||||||||||||||||
Convertible notes [Member] | Investor [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Share Issued | 92,271 | |||||||||||||||||||
Convertible Notes Payable One [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Notes Payable | $ 200,000 | |||||||||||||||||||
Amounts withdraw | $ 56,250 | |||||||||||||||||||
Debt discount | $ 20,000 | |||||||||||||||||||
Interest rate | 5.00% | |||||||||||||||||||
Debt maturity | Mar. 31, 2020 | |||||||||||||||||||
Percentage of lowest traded price | 70.00% | |||||||||||||||||||
Conversion price | $ 3 | |||||||||||||||||||
Convertible Notes Payable | 200,000 | |||||||||||||||||||
Convertible Notes Payable Two [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Amounts withdraw | $ 112,500 | |||||||||||||||||||
Debt maturity | Jun. 30, 2020 | |||||||||||||||||||
Convertible Notes Payable | 83,435 | 83,435 | 168,750 | |||||||||||||||||
Convertible Notes Payable Two [Member] | Investor [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Share Issued | 25,000 | |||||||||||||||||||
Convertible Notes Payable Three [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Notes Payable | $ 225,000 | $ 225,000 | ||||||||||||||||||
Amounts withdraw | 56,250 | |||||||||||||||||||
Debt discount | $ 25,000 | $ 20,000 | ||||||||||||||||||
Interest rate | 10.00% | 10.00% | ||||||||||||||||||
Debt maturity | Apr. 30, 2020 | Nov. 30, 2020 | ||||||||||||||||||
Initial draw borrowed | $ 100,000 | |||||||||||||||||||
Percentage of lowest traded price | 70.00% | 70.00% | ||||||||||||||||||
Conversion price | $ 3 | |||||||||||||||||||
Convertible Notes Payable | 112,500 | |||||||||||||||||||
Convertible Notes Payable Three [Member] | Investor [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Share Issued | 25,000 | |||||||||||||||||||
Convertible Notes Payable Three [Member] | Minimum [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Prepayment penalties, percentage | 110.00% | 110.00% | ||||||||||||||||||
Convertible Notes Payable Three [Member] | Maximum [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Prepayment penalties, percentage | 125.00% | 125.00% | ||||||||||||||||||
Convertible Notes Payable Four [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Notes Payable | $ 1,325,000 | |||||||||||||||||||
Debt discount | $ 92,750 | |||||||||||||||||||
Interest rate | 8.00% | |||||||||||||||||||
Debt maturity | Apr. 30, 2020 | |||||||||||||||||||
Prepayment penalties, percentage | 120.00% | |||||||||||||||||||
Percentage of lowest traded price | 75.00% | |||||||||||||||||||
Conversion price | $ 2.75 | |||||||||||||||||||
Convertible Notes Payable | 1,325,000 | |||||||||||||||||||
Convertible Notes Payable Five [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Notes Payable | $ 322,580 | |||||||||||||||||||
Debt discount | $ 22,580 | |||||||||||||||||||
Interest rate | 8.00% | |||||||||||||||||||
Debt maturity | May 31, 2020 | |||||||||||||||||||
Prepayment penalties, percentage | 120.00% | |||||||||||||||||||
Percentage of lowest traded price | 75.00% | |||||||||||||||||||
Conversion price | $ 2.75 | |||||||||||||||||||
Convertible Notes Payable | 83,458 | 83,458 | 322,580 | |||||||||||||||||
Convertible Notes Payable Six [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Notes Payable | $ 366,120 | |||||||||||||||||||
Debt discount | $ 27,120 | |||||||||||||||||||
Interest rate | 8.00% | |||||||||||||||||||
Debt maturity | May 31, 2020 | |||||||||||||||||||
Prepayment penalties, percentage | 120.00% | |||||||||||||||||||
Percentage of lowest traded price | 75.00% | |||||||||||||||||||
Convertible Notes Payable | 366,120 | |||||||||||||||||||
Convertible Notes Payable Nine [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Notes Payable | $ 220,000 | |||||||||||||||||||
Debt discount | $ 20,000 | |||||||||||||||||||
Interest rate | 12.00% | |||||||||||||||||||
Debt maturity | Aug. 31, 2020 | |||||||||||||||||||
Prepayment penalties, percentage | 120.00% | |||||||||||||||||||
Percentage of lowest traded price | 75.00% | |||||||||||||||||||
Convertible Notes Payable | 55,000 | 55,000 | ||||||||||||||||||
Convertible Notes Payable Ten [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Notes Payable | $ 234,726 | |||||||||||||||||||
Debt discount | $ 16,376 | |||||||||||||||||||
Interest rate | 8.00% | |||||||||||||||||||
Debt maturity | Aug. 31, 2020 | |||||||||||||||||||
Prepayment penalties, percentage | 120.00% | |||||||||||||||||||
Percentage of lowest traded price | 75.00% | |||||||||||||||||||
Convertible Notes Payable | 110,000 | 110,000 | ||||||||||||||||||
Convertible Notes Payable Twelve [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Notes Payable | $ 55,000 | |||||||||||||||||||
Debt discount | $ 5,000 | |||||||||||||||||||
Interest rate | 8.00% | |||||||||||||||||||
Debt maturity | Nov. 30, 2020 | |||||||||||||||||||
Percentage of lowest traded price | 70.00% | |||||||||||||||||||
Percentage of lowest traded price before issue date | 70.00% | |||||||||||||||||||
Convertible Notes Payable | 1,000,000 | 1,000,000 | ||||||||||||||||||
Convertible Notes Payable Twelve [Member] | Minimum [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Prepayment penalties, percentage | 115.00% | |||||||||||||||||||
Convertible Notes Payable Twelve [Member] | Maximum [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Prepayment penalties, percentage | 125.00% | |||||||||||||||||||
Convertible Notes Payable Thirteen [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Notes Payable | $ 110,000 | |||||||||||||||||||
Debt discount | $ 10,000 | |||||||||||||||||||
Interest rate | 8.00% | |||||||||||||||||||
Debt maturity | Nov. 30, 2020 | |||||||||||||||||||
Percentage of lowest traded price | 70.00% | |||||||||||||||||||
Percentage of lowest traded price before issue date | 70.00% | |||||||||||||||||||
Convertible Notes Payable | 225,000 | 225,000 | ||||||||||||||||||
Convertible Notes Payable Thirteen [Member] | Minimum [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Prepayment penalties, percentage | 115.00% | |||||||||||||||||||
Convertible Notes Payable Thirteen [Member] | Maximum [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Prepayment penalties, percentage | 125.00% | |||||||||||||||||||
Convertible Notes Payable Fourteen [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Notes Payable | $ 220,430 | |||||||||||||||||||
Debt discount | $ 15,430 | |||||||||||||||||||
Interest rate | 8.00% | |||||||||||||||||||
Debt maturity | Dec. 31, 2020 | |||||||||||||||||||
Percentage of lowest traded price | 75.00% | |||||||||||||||||||
Conversion price | $ 0.46 | |||||||||||||||||||
Convertible Notes Payable | 223,300 | 223,300 | ||||||||||||||||||
Convertible Notes Payable Fourteen [Member] | Minimum [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Prepayment penalties, percentage | 120.00% | |||||||||||||||||||
Convertible Notes Payable Fourteen [Member] | Maximum [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Prepayment penalties, percentage | 130.00% | |||||||||||||||||||
Convertible Notes Payable Fifteen [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Notes Payable | $ 1,000,000 | |||||||||||||||||||
Debt discount | $ 70,000 | |||||||||||||||||||
Interest rate | 8.00% | |||||||||||||||||||
Debt maturity | Nov. 30, 2020 | |||||||||||||||||||
Percentage of lowest traded price | 75.00% | |||||||||||||||||||
Conversion price | $ 0.46 | |||||||||||||||||||
Percentage of redemption premium | 115.00% | |||||||||||||||||||
Convertible Notes Payable | $ 338,625 | $ 338,625 | ||||||||||||||||||
Convertible Notes Payable Fifteen [Member] | Maximum [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Notes payable principal and interest | $ 250,000 | |||||||||||||||||||
Convertible Notes Payable Sixteen [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Notes Payable | $ 225,000 | |||||||||||||||||||
Debt discount | $ 13,500 | |||||||||||||||||||
Interest rate | 8.00% | |||||||||||||||||||
Debt maturity | Oct. 31, 2020 | |||||||||||||||||||
Percentage of lowest traded price | 75.00% | |||||||||||||||||||
Convertible Notes Payable | $ 225,000 | |||||||||||||||||||
Convertible Notes Payable Sixteen [Member] | Minimum [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Prepayment penalties, percentage | 110.00% | |||||||||||||||||||
Convertible Notes Payable Sixteen [Member] | Maximum [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Prepayment penalties, percentage | 125.00% | |||||||||||||||||||
Convertible Notes Payable Seventeen [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Notes Payable | $ 223,300 | |||||||||||||||||||
Debt discount | $ 20,300 | |||||||||||||||||||
Interest rate | 8.00% | |||||||||||||||||||
Debt maturity | Jan. 31, 2021 | |||||||||||||||||||
Percentage of lowest traded price | 75.00% | |||||||||||||||||||
Convertible Notes Payable | $ 223,300 | |||||||||||||||||||
Convertible Notes Payable Seventeen [Member] | Minimum [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Prepayment penalties, percentage | 110.00% | |||||||||||||||||||
Convertible Notes Payable Seventeen [Member] | Maximum [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Prepayment penalties, percentage | 125.00% | |||||||||||||||||||
Convertible Notes Payable Eighteen [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Notes Payable | $ 338,625 | |||||||||||||||||||
Debt discount | $ 23,625 | |||||||||||||||||||
Interest rate | 8.00% | |||||||||||||||||||
Debt maturity | Jan. 31, 2021 | |||||||||||||||||||
Percentage of lowest traded price | 75.00% | |||||||||||||||||||
Conversion price | $ 0.46 | |||||||||||||||||||
Convertible Notes Payable Eighteen [Member] | Minimum [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Prepayment penalties, percentage | 120.00% | |||||||||||||||||||
Convertible Notes Payable Eighteen [Member] | Maximum [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Prepayment penalties, percentage | 130.00% |
Notes Payable (Schedule of long
Notes Payable (Schedule of long-term Notes Payable) (Details) - USD ($) | Mar. 31, 2020 | Jun. 30, 2019 |
Debt Instrument [Line Items] | ||
Total Notes Payable | $ 408,349 | $ 280,953 |
Current Portion of Notes Payable | 338,434 | 279,346 |
Long-term Portion of Notes Payable | 69,915 | 1,607 |
Notes Payable [Member] | ||
Debt Instrument [Line Items] | ||
Total Notes Payable | 274,900 | 274,900 |
Notes Payable One [Member] | ||
Debt Instrument [Line Items] | ||
Total Notes Payable | 95,426 | |
Notes Payable Two [Member] | ||
Debt Instrument [Line Items] | ||
Total Notes Payable | 1,938 | 6,053 |
Notes Payable Three [Member] | ||
Debt Instrument [Line Items] | ||
Total Notes Payable | $ 36,085 |
Notes Payable (Schedule of Futu
Notes Payable (Schedule of Future minimum principal payments on the long term notes payable to Unrelated parties) (Details) - USD ($) | Mar. 31, 2020 | Jun. 30, 2019 |
Debt Disclosure [Abstract] | ||
2021 | $ 338,434 | |
2022 | 44,051 | |
2023 | 6,071 | |
2024 | 6,640 | |
2025 | 7,263 | |
Thereafter | 5,889 | |
Total Notes Payable | $ 408,349 | $ 280,953 |
Notes Payable (Schedule of Conv
Notes Payable (Schedule of Convertible Notes Payable) (Details) - USD ($) | Mar. 31, 2020 | Jun. 30, 2019 |
Debt Instrument [Line Items] | ||
Total Convertible Notes Payable | $ 2,699,374 | $ 2,876,950 |
Less: Unamortized original issue discounts | 1,345,241 | 752,126 |
Current Portion of Convertible Notes Payable | 1,354,133 | 2,124,824 |
Long-term Portion of Convertible Notes Payable | ||
Convertible Notes Payable [Member] | ||
Debt Instrument [Line Items] | ||
Total Convertible Notes Payable | 382,000 | |
Convertible Notes Payable one [Member] | ||
Debt Instrument [Line Items] | ||
Total Convertible Notes Payable | 200,000 | |
Convertible Notes Payable Two [Member] | ||
Debt Instrument [Line Items] | ||
Total Convertible Notes Payable | 83,435 | 168,750 |
Convertible Notes Payable Three [Member] | ||
Debt Instrument [Line Items] | ||
Total Convertible Notes Payable | 112,500 | |
Convertible Notes Payable Four [Member] | ||
Debt Instrument [Line Items] | ||
Total Convertible Notes Payable | 1,325,000 | |
Convertible Notes Payable Five [Member] | ||
Debt Instrument [Line Items] | ||
Total Convertible Notes Payable | 83,458 | 322,580 |
Convertible Notes Payable Six [Member] | ||
Debt Instrument [Line Items] | ||
Total Convertible Notes Payable | 366,120 | |
Convertible Notes Payable Seven [Member] | ||
Debt Instrument [Line Items] | ||
Total Convertible Notes Payable | 125,400 | |
Convertible Notes Payable Eight [Member] | ||
Debt Instrument [Line Items] | ||
Total Convertible Notes Payable | 234,726 | |
Convertible Notes Payable Nine [Member] | ||
Debt Instrument [Line Items] | ||
Total Convertible Notes Payable | 55,000 | |
Convertible Notes Payable Ten [Member] | ||
Debt Instrument [Line Items] | ||
Total Convertible Notes Payable | 110,000 | |
Convertible Notes Payable Eleven [Member] | ||
Debt Instrument [Line Items] | ||
Total Convertible Notes Payable | 220,430 | |
Convertible Notes Payable Twelve [Member] | ||
Debt Instrument [Line Items] | ||
Total Convertible Notes Payable | 1,000,000 | |
Convertible Notes Payable Thirteen [Member] | ||
Debt Instrument [Line Items] | ||
Total Convertible Notes Payable | 225,000 | |
Convertible Notes Payable Fourteen [Member] | ||
Debt Instrument [Line Items] | ||
Total Convertible Notes Payable | 223,300 | |
Convertible Notes Payable Fifteen [Member] | ||
Debt Instrument [Line Items] | ||
Total Convertible Notes Payable | $ 338,625 |
Fair Value Measurements (Narrat
Fair Value Measurements (Narrative) (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2020 | Mar. 31, 2019 | Jun. 30, 2019 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Finite lived intangible assets | $ 1,224,000 | $ 1,224,000 | ||
Impairment charge | $ 2,000,287 | $ 2,000,287 |
Fair Value Measurements (Schedu
Fair Value Measurements (Schedule of Fair Values Determined by Level 3 Inputs) (Details) - Recurring [Member] - USD ($) | Mar. 31, 2020 | Jun. 30, 2019 |
Liabilities: | ||
Original issue discount, convertible debt | $ 145,701 | $ 979,569 |
Derivative liability, warrants | 33,312 | 46,375 |
Total: | 179,013 | 1,025,944 |
Level 1 [Member] | ||
Liabilities: | ||
Original issue discount, convertible debt | ||
Derivative liability, warrants | ||
Total: | ||
Level 2 [Member] | ||
Liabilities: | ||
Original issue discount, convertible debt | ||
Derivative liability, warrants | ||
Total: | ||
Level 3 [Member] | ||
Liabilities: | ||
Original issue discount, convertible debt | 145,701 | 979,569 |
Derivative liability, warrants | 33,312 | 46,375 |
Total: | $ 179,013 | $ 1,025,944 |
Fair Value Measurements (Sche_2
Fair Value Measurements (Schedule of Derivative Liability Valued Using Monte Carlo Pricing Model) (Details) | 9 Months Ended | |
Mar. 31, 2020 | Jun. 30, 2019 | |
Risk-free interest rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative Liability Valued Using Monte Carlo Pricing Model | 0.05 - 1.15% | 1.72% - 2.83% |
Expected dividend yield [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative Liability Valued Using Monte Carlo Pricing Model | 0.00% | 0.00% |
Expected stock price volatility [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative Liability Valued Using Monte Carlo Pricing Model | 250.00% | 180.00% |
Expected option life in years [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative Liability Valued Using Monte Carlo Pricing Model | 0.01 - 1.94 years | 2.80 - 3.00 year |
Fair Value Measurements (Sche_3
Fair Value Measurements (Schedule of Reconciliation of Changes in Fair Value of Convertible Debt) (Details) | 9 Months Ended |
Mar. 31, 2020USD ($) | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Balance at June 30, 2019 | $ 1,025,944 |
Ending balance | 179,013 |
Level 3 [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Balance at June 30, 2019 | 1,025,944 |
Additional convertible securities at inception | 2,026,000 |
Settlement of conversion features and warrants | (152,374) |
Realized | (234,903) |
Unrealized | (2,485,645) |
Ending balance | $ 179,013 |
Fair Value Measurements (Sche_4
Fair Value Measurements (Schedule of Assets Measured at Fair Value on Nonrecurring Basis) (Details) - Nonrecurring [Member] | Mar. 31, 2020USD ($) |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Assets measured at fair value on a nonrecurring basis | $ 2,058,200 |
Customer list [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Assets measured at fair value on a nonrecurring basis | 792,900 |
Vendor relationships [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Assets measured at fair value on a nonrecurring basis | 479,000 |
Goodwill [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Assets measured at fair value on a nonrecurring basis | 834,220 |
Level 1 [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Assets measured at fair value on a nonrecurring basis | |
Level 1 [Member] | Customer list [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Assets measured at fair value on a nonrecurring basis | |
Level 1 [Member] | Vendor relationships [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Assets measured at fair value on a nonrecurring basis | |
Level 1 [Member] | Goodwill [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Assets measured at fair value on a nonrecurring basis | |
Level 2 [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Assets measured at fair value on a nonrecurring basis | |
Level 2 [Member] | Customer list [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Assets measured at fair value on a nonrecurring basis | |
Level 2 [Member] | Vendor relationships [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Assets measured at fair value on a nonrecurring basis | |
Level 2 [Member] | Goodwill [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Assets measured at fair value on a nonrecurring basis | |
Level 3 [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Assets measured at fair value on a nonrecurring basis | 58,200 |
Level 3 [Member] | Customer list [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Assets measured at fair value on a nonrecurring basis | 792,900 |
Level 3 [Member] | Vendor relationships [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Assets measured at fair value on a nonrecurring basis | 479,000 |
Level 3 [Member] | Goodwill [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Assets measured at fair value on a nonrecurring basis | $ 834,220 |
Related Party Transactions (Nar
Related Party Transactions (Narrative) (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2020 | Mar. 31, 2019 | Jun. 30, 2019 | |
Related Party Transaction [Line Items] | |||||
Notes payable | $ 1,484,473 | $ 1,484,473 | |||
Interest rate | 3.75% | 3.75% | 6.00% | ||
Debt maturity | Aug. 12, 2020 | ||||
Lease Expired | Dec. 31, 2021 | ||||
Operating Leases, Rent Expense | $ 4,500 | $ 4,500 | $ 13,500 | $ 24,634 | |
Monthly lease payment | 1,500 | ||||
Long-term Note Payable to Related Party - 1 [Member] | |||||
Related Party Transaction [Line Items] | |||||
Interest payable | 10,000 | 10,000 | |||
Notes payable | $ 200,000 | $ 200,000 | |||
Interest rate | 6.00% | 6.00% | |||
Debt maturity | Nov. 30, 2021 | ||||
Long-term Note Payable to Related Party - 1 [Member] | Series D Preferred Stock [Member] | |||||
Related Party Transaction [Line Items] | |||||
Conversion of shares | 400,000 | ||||
Unsecured note payble [Member] | |||||
Related Party Transaction [Line Items] | |||||
Interest rate | 3.00% | 3.00% | |||
Debt maturity | Nov. 30, 2021 | ||||
Long-term Note Payable to Related Party - 3 [Member] | |||||
Related Party Transaction [Line Items] | |||||
Notes payable | $ 225,000 | $ 225,000 | |||
Interest rate | 6.00% | 6.00% | |||
Debt maturity | Mar. 31, 2022 | ||||
Long-term Note Payable to Related Party - 3 [Member] | Series D Preferred Stock [Member] | |||||
Related Party Transaction [Line Items] | |||||
Conversion of shares | 1,225,000 | ||||
Long-term Note Payable to Related Party - 4 [Member] | |||||
Related Party Transaction [Line Items] | |||||
Interest rate | 6.00% | 6.00% | |||
Debt maturity | Nov. 30, 2021 | ||||
Long-term Note Payable to Related Party - 4 [Member] | Series D Preferred Stock [Member] | |||||
Related Party Transaction [Line Items] | |||||
Conversion of shares | 200,000 | ||||
Long-term Note Payable to Related Party - 5 [Member] | |||||
Related Party Transaction [Line Items] | |||||
Interest rate | 10.00% | 10.00% | |||
Debt maturity | Aug. 20, 2020 |
Related Party Transactions (Sch
Related Party Transactions (Schedule of Notes Payable Obligations to Related Parties Assumed in Acquisition) (Details) - USD ($) | Mar. 31, 2020 | Jun. 30, 2019 |
Related Party Transaction [Line Items] | ||
Other payables due to stockholders and a related party | $ 113,090 | |
Total Related Party Notes and Other Payables | 3,353,169 | 200,000 |
Current Portion of Related Party Notes and Other Payables | 1,278,169 | 200,000 |
Long-term Portion of Convertible Notes Payable | 2,075,000 | |
Long-term Note Payable to Related Party - 1 [Member] | ||
Related Party Transaction [Line Items] | ||
Total Related Party Notes and Other Payables | 400,000 | 200,000 |
Long-term Note Payable to Related Party - 2 [Member] | ||
Related Party Transaction [Line Items] | ||
Total Related Party Notes and Other Payables | 1,030,079 | |
Long-term Note Payable to Related Party - 3 [Member] | ||
Related Party Transaction [Line Items] | ||
Total Related Party Notes and Other Payables | 1,225,000 | |
Long-term Note Payable to Related Party - 4 [Member] | ||
Related Party Transaction [Line Items] | ||
Total Related Party Notes and Other Payables | 200,000 | |
Long-term Note Payable to Related Party - 5 [Member] | ||
Related Party Transaction [Line Items] | ||
Total Related Party Notes and Other Payables | $ 385,000 |
Related Party Transactions (S_2
Related Party Transactions (Schedule of Future Maturities of Notes Payable) (Details) - USD ($) | Mar. 31, 2020 | Jun. 30, 2019 |
Related Party Transaction [Line Items] | ||
2021 | $ 338,434 | |
2022 | 44,051 | |
Related Party Notes Payable | 3,353,169 | $ 200,000 |
Notes payable [Member] | ||
Related Party Transaction [Line Items] | ||
2021 | 1,278,169 | |
2022 | 2,075,000 | |
Related Party Notes Payable | $ 3,353,169 |
Lease Agreements (Narrative) (D
Lease Agreements (Narrative) (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2020 | Jun. 30, 2019 | |
Notes Payable | $ 1,607 | ||
Interest rate | 3.75% | 3.75% | 6.00% |
Debt maturity | Aug. 12, 2020 | ||
Monthly lease payment | $ 1,500 | ||
Operating lease cost | $ 29,131 | $ 95,925 | |
Weighted average remaining lease term | 1 year 6 months | 1 year 6 months | |
Financial Institution [Member] | |||
Notes Payable | $ 724 | $ 724 | |
Debt maturity | Jul. 31, 2020 | ||
Monthly lease payment | $ 18,080 | ||
Lease term | 5 years | 5 years | |
Lease expiration date | Dec. 31, 2021 | ||
Financial Institution [Member] | Financing lease [Member] | |||
Interest rate | 8.99% | 8.99% | |
Monthly lease payment | $ 679 | ||
Lease term | 6 years | 6 years | |
Lease expiration date | Dec. 31, 2025 | ||
Financial Institution [Member] | Minimum [Member] | |||
Notes Payable | $ 263 | $ 263 | |
Interest rate | 4.50% | 4.50% | |
Debt maturity | Jul. 31, 2019 | ||
Monthly lease payment | $ 4,530 | ||
Lease term | 2 years | 2 years | |
Financial Institution [Member] | Maximum [Member] | |||
Notes Payable | $ 461 | $ 461 | |
Interest rate | 4.75% | 4.75% | |
Monthly lease payment | $ 1,413 | ||
Lease term | 3 years | 3 years |
Lease Agreements (Schedule of O
Lease Agreements (Schedule of Operating Lease Right-of-Use Assets and Operating Lease Liabilities) (Details) - USD ($) | Mar. 31, 2020 | Jun. 30, 2019 |
Right-of-use assets: | ||
Operating right-of-use asset | $ 95,426 | |
Operating lease liabilities: | ||
Current portion of long term notes payable | 56,926 | |
Notes payable, less current portion | 38,500 | |
Total operating lease liabilities | $ 95,426 |
Lease Agreements (Schedule of_2
Lease Agreements (Schedule of Operating Leases) (Details) | Mar. 31, 2020USD ($) |
Leases [Abstract] | |
2021 | $ 81,926 |
2022 | 13,500 |
Total operating lease payments | $ 95,426 |
Equity (Details)
Equity (Details) - USD ($) | 1 Months Ended | 9 Months Ended | ||||
Mar. 31, 2020 | Feb. 29, 2020 | Jan. 31, 2020 | Mar. 31, 2020 | Mar. 31, 2019 | Jun. 30, 2019 | |
Class of Stock [Line Items] | ||||||
Share issued value | $ 100,000 | $ 637,000 | ||||
Preferred stock, shares authorized | 200,000,000 | 200,000,000 | 200,000,000 | |||
Convertible Debt [Member] | ||||||
Class of Stock [Line Items] | ||||||
Common shares issued for debt reduction | 85,586,940 | 5,113,855 | 2,514,782 | |||
Common shares issued for debt reduction value | $ 1,522,153 | $ 243,169 | $ 436,629 | |||
Consulting services [Member] | ||||||
Class of Stock [Line Items] | ||||||
Share Issued | 890,000 | 100,000 | 100,000 | |||
Share issued value | $ 11,945 | $ 6,990 | $ 13,990 | |||
Compensation [Member] | ||||||
Class of Stock [Line Items] | ||||||
Share Issued | 100,000 | |||||
Share issued value | $ 14,990 | |||||
Warrant holders [Member] | ||||||
Class of Stock [Line Items] | ||||||
Share Issued | 21,914,415 |
Income Taxes (Schedule of Defer
Income Taxes (Schedule of Deferred Tax Assets and Liabilities) (Details) - USD ($) | Mar. 31, 2020 | Jun. 30, 2019 |
Less valuation allowance | $ (5,630,200) | $ (3,846,400) |
Federal [Member] | ||
Deferred tax assets | 4,362,300 | 2,980,100 |
Less valuation allowance | (4,362,300) | (2,980,100) |
Deferred tax liabilities | ||
Net Deferred Tax Assets | ||
State [Member] | ||
Deferred tax assets | 1,267,900 | 866,300 |
Less valuation allowance | (1,267,900) | (866,300) |
Deferred tax liabilities | ||
Net Deferred Tax Assets |
Income Taxes (Schedule of Signi
Income Taxes (Schedule of Significant Components of Deferred Tax Assets) (Details) - USD ($) | Mar. 31, 2020 | Jun. 30, 2019 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforwards | $ 5,614,100 | $ 3,826,100 |
Valuation allowance | (5,630,200) | (3,846,400) |
Property and equipment | (16,700) | (7,100) |
Inventory allowance | 5,400 | 5,400 |
Warranty accrual | 27,400 | 22,000 |
Net Deferred Tax Assets |
Commitments, Contingencies, a_2
Commitments, Contingencies, and Concentrations (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2020 | Mar. 31, 2019 | Jun. 30, 2019 | Sep. 04, 2019 | |
Concentration Risk [Line Items] | ||||||
Accrued liability | $ 259,179 | $ 259,179 | $ 597,351 | |||
Accounts receivable [Member] | Four customer [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Concentrations risk | 79.00% | |||||
Accounts receivable [Member] | Two customer [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Concentrations risk | 69.00% | |||||
Revenue [Member] | Two customer [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Concentrations risk | 43.00% | 78.00% | 33.00% | 78.00% | ||
Revenue [Member] | Three customer [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Concentrations risk | 80.00% | 80.00% | ||||
Concepts and Solutions [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Accrued liability | $ 591,000 |
Material Agreements (Details)
Material Agreements (Details) - USD ($) | Jun. 10, 2019 | Jan. 31, 2020 | Nov. 30, 2019 | Oct. 31, 2019 | Jul. 31, 2019 | May 31, 2019 | Mar. 31, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2019 | Mar. 31, 2020 | Mar. 31, 2019 |
Other Commitments [Line Items] | |||||||||||||
Shares issued for services, value | $ 1,203,300 | ||||||||||||
Consulting Agreement [Member] | |||||||||||||
Other Commitments [Line Items] | |||||||||||||
Consulting service fees and expense | $ 0 | $ 161,500 | 15,000 | $ 374,500 | |||||||||
Monthly payment terms of common stock at renewal | $ 15,000 | ||||||||||||
Monthly payment terms of shares of common stock at renewal | 450,000 | ||||||||||||
Shares owed by consultant | 210,000 | ||||||||||||
Shares issued for services | 455,000 | 210,000 | |||||||||||
Shares issued for services, value | $ 400,000 | ||||||||||||
Consulting Agreement [Member] | Consultant [Member] | |||||||||||||
Other Commitments [Line Items] | |||||||||||||
Shares issued | 14,000 | ||||||||||||
Consulting Agreement [Member] | Stock Plan [Member] | |||||||||||||
Other Commitments [Line Items] | |||||||||||||
Shares issued | 450,000 | ||||||||||||
Agency Agreement [Member] | |||||||||||||
Other Commitments [Line Items] | |||||||||||||
Consulting service fees and expense | 0 | $ 11,600 | |||||||||||
Shares issued | 212,990 | ||||||||||||
Agency Agreement [Member] | Minimum [Member] | |||||||||||||
Other Commitments [Line Items] | |||||||||||||
Percentage of finder's fee | 4.00% | ||||||||||||
Agency Agreement [Member] | Maximum [Member] | |||||||||||||
Other Commitments [Line Items] | |||||||||||||
Percentage of finder's fee | 8.00% | ||||||||||||
Business Development and Marketing Agreement [Member] | |||||||||||||
Other Commitments [Line Items] | |||||||||||||
Consulting service fees and expense | $ 20,000 | 82,000 | $ 322,300 | ||||||||||
Shares issued | 15,000 | ||||||||||||
Business Development and Marketing Agreement [Member] | Consultant [Member] | |||||||||||||
Other Commitments [Line Items] | |||||||||||||
Shares issued | 45,000 | ||||||||||||
Shares issued for services | 18,270 | 60,000 | |||||||||||
Consulting Agreement May 2019 [Member] | Advisor [Member] | |||||||||||||
Other Commitments [Line Items] | |||||||||||||
Consulting service fees and expense | 6,000 | 24,000 | |||||||||||
Monthly payment of consulting services | 8,000 | ||||||||||||
Monthly payment of consulting services in cash | 2,000 | ||||||||||||
Monthly payment terms of common stock at renewal | 6,000 | ||||||||||||
Shares issued for services | 52,508 | ||||||||||||
Consulting Agreement October 1, 2019 [Member] | Consultant [Member] | |||||||||||||
Other Commitments [Line Items] | |||||||||||||
Consulting service fees and expense | $ 20,000 | $ 49,800 | |||||||||||
Shares issued | 200,000 | ||||||||||||
Consulting Agreement October 1, 2019 [Member] | Advisor [Member] | |||||||||||||
Other Commitments [Line Items] | |||||||||||||
Shares issued | 642,857 | 50,000 |
Acquisition of Concepts and S_3
Acquisition of Concepts and Solutions (Narrative) (Details) - USD ($) | Sep. 04, 2019 | Mar. 31, 2020 |
Business Acquisition [Line Items] | ||
Purchase price for acquisition in value | $ 1,720,351 | |
Notes payable | 1,484,473 | |
Accrued pre-acquistion withholding tax liabilities | 584,473 | |
Balance of note payables | 1,033,467 | |
Concepts and Solutions [Member] | ||
Business Acquisition [Line Items] | ||
Percentage of stock acquired under stock purchase agreement | 100.00% | |
Purchase price for acquisition in shares | 1,350,000 | |
Purchase price for acquisition in value | $ 1,485,000 | |
Purchase price for acquisition in notes payable to seller | $ 3,000,000 | |
Godwill and other intangible assets | $ 3,760,287 |
Acquisition of Concepts and S_4
Acquisition of Concepts and Solutions (Schedule of preliminary allocation of fair value of assets and liabilities) (Details) - Concepts and Solutions [Member] | Sep. 04, 2019USD ($) |
Assets | |
Cash | $ 201,161 |
Accounts receivable | 1,165,953 |
Inventory | 94,360 |
Property and equipment | 20,904 |
Other assets | 2,800 |
Goodwill and other intangibles | 3,760,287 |
Total Assets | 5,245,465 |
Liabilities | |
Accounts payable | 1,225,734 |
Accrued expenses | 783,540 |
Short-term debt | 96,941 |
Deferred revenue | 518,900 |
Total Liabilities | 2,625,115 |
Net Assets | 2,620,350 |
Consideration | |
Fair value of anti-dilution clause in employment agreement | 235,350 |
Note payable to seller | 900,000 |
Stock | 1,485,000 |
Total consideration | $ 2,620,350 |
Stock Plan (Details)
Stock Plan (Details) - USD ($) | Dec. 13, 2019 | Mar. 31, 2020 |
Proceeds from reserved for stock awards | $ 1,000,000 | $ 1,000,000 |
Stock Plan [Member] | ||
Shares awarded under stock plan | 965,000 | |
2019-A Plan [Member] | ||
Shares awarded under stock plan | 642,857 |
Going Concern (Details)
Going Concern (Details) - USD ($) | 9 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Jun. 30, 2019 | |
Disclosure of Going Concern [Abstract] | |||
Accumulated deficit | $ 19,571,336 | $ 9,470,685 | |
Cash used in operations | 7,438,550 | $ 2,408,441 | |
Working capital deficit | $ 5,900,000 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event [Member] - USD ($) | Apr. 27, 2020 | Apr. 22, 2020 | Apr. 17, 2020 | Apr. 16, 2020 | Apr. 13, 2020 | Apr. 07, 2020 | Apr. 03, 2020 | Apr. 02, 2020 | Apr. 30, 2020 |
Investor [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Debt conversion convertible note amount | $ 7,679 | $ 27,079 | $ 25,700 | $ 22,300 | $ 19,400 | $ 23,000 | $ 23,300 | $ 12,000 | $ 21,000 |
Debt conversion convertible note shares issued | 5,726,223 | 10,315,810 | 9,790,476 | 9,306,123 | 8,122,449 | 5,476,190 | 6,666,667 | 5,000,000 | 8,775,511 |
Investor [Member] | Transaction One [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Debt conversion convertible note amount | $ 4,435 | ||||||||
Debt conversion convertible note shares issued | 6,177,428 | ||||||||
Investor One [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Debt conversion convertible note amount | $ 12,000 | $ 23,400 | |||||||
Debt conversion convertible note shares issued | 5,000,000 | 6,694,678 | |||||||
Payment Protection Loan [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Proceeds from loan | $ 310,832 | ||||||||
Interest rate | 0.98% |