Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Sep. 30, 2023 | Dec. 27, 2023 | |
Document Information Line Items | ||
Entity Registrant Name | NIGHTFOOD HOLDINGS, INC. | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --06-30 | |
Entity Common Stock, Shares Outstanding | 127,221,301 | |
Amendment Flag | false | |
Entity Central Index Key | 0001593001 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Sep. 30, 2023 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q1 | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 000-55406 | |
Entity Incorporation, State or Country Code | NV | |
Entity Tax Identification Number | 46-3885019 | |
Entity Address, Address Line One | 520 White Plains Road | |
Entity Address, Address Line Two | Suite 500 | |
Entity Address, City or Town | Tarrytown | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10591 | |
City Area Code | 888 | |
Local Phone Number | 888-6444 | |
Title of 12(b) Security | N/A | |
No Trading Symbol Flag | true | |
Security Exchange Name | NONE | |
Entity Interactive Data Current | Yes |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Sep. 30, 2023 | Jun. 30, 2023 |
Current assets: | ||
Cash | $ 5,424 | $ 44,187 |
Accounts receivable (net of allowance of $0 and $0, respectively) | 30,281 | 33,396 |
Inventory | 160,756 | 276,202 |
Other current asset | 38,416 | 92,726 |
Total current assets | 234,877 | 446,511 |
Total assets | 234,877 | 446,511 |
Current liabilities: | ||
Accounts payable and accrued liabilities | 698,260 | 604,516 |
Convertible notes payable - net of discounts | 1,745,100 | 1,491,719 |
Total current liabilities | 2,576,061 | 2,198,111 |
Commitments and contingencies (Note 12) | ||
Stockholders’ equity (deficit): | ||
Common stock, $0.001 par value, 200,000,000 shares authorized 126,921,301 and 123,587,968 issued and outstanding as of September 30, 2023 and June 30, 2023, respectively | 126,921 | 123,588 |
Additional paid in capital | 33,973,831 | 33,112,935 |
Accumulated deficit | (36,441,939) | (34,988,126) |
Total Stockholders’ Equity (Deficit) | (2,341,184) | (1,751,600) |
Total Liabilities and Stockholders’ Equity (Deficit) | 234,877 | 446,511 |
Series A Preferred Stock | ||
Stockholders’ equity (deficit): | ||
Series of preferred stock | 1 | 1 |
Series B Preferred Stock | ||
Stockholders’ equity (deficit): | ||
Series of preferred stock | 2 | 2 |
Related party | ||
Current liabilities: | ||
Accounts payable and accrued liabilities - related party | $ 132,701 | $ 101,876 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parentheticals) - USD ($) | Sep. 30, 2023 | Jun. 30, 2023 |
Accounts receivable allowance (in Dollars) | $ 0 | $ 0 |
Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 126,921,301 | 123,587,968 |
Common stock, shares outstanding | 126,921,301 | 123,587,968 |
Series A Preferred Stock | ||
Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 1,000 | 1,000 |
Preferred stock, shares outstanding | 1,000 | 1,000 |
Series B Preferred Stock | ||
Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 5,000 | 5,000 |
Preferred stock, shares issued | 1,950 | 1,950 |
Preferred stock, shares outstanding | 1,950 | 1,950 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Income Statement [Abstract] | ||
Revenues, net of slotting and promotion | $ 8,470 | $ 79,970 |
Operating expenses | ||
Cost of product sold | 57,580 | 125,121 |
Advertising and promotional | (7,131) | 37,166 |
Selling, general and administrative | 160,011 | 126,341 |
Professional fees | 223,200 | 349,949 |
Total operating expenses | 433,660 | 638,577 |
Loss from operations | 425,190 | 558,607 |
Other (income) and expenses | ||
Interest expense – Amortization of debt discount | 212,259 | 544,545 |
Interest expense – debt | 43,693 | 22,946 |
Interest expense – financing cost | 751,900 | 132,983 |
Loss (Gain) on debt extinguishment | (57,971) | |
Total other (income) and expenses | 1,007,852 | 642,503 |
Provision for income tax | ||
Net loss | (1,433,042) | (1,201,110) |
Deemed dividend on Series B Stock | 20,771 | 345,462 |
Net loss attributable to common stockholders | $ (1,453,813) | $ (1,546,572) |
Basic net loss per common share (in Dollars per share) | $ (0.01) | $ (0.01) |
Weighted average shares of capital outstanding – basic (in Shares) | 124,783,621 | 92,713,941 |
Consolidated Statements of Op_2
Consolidated Statements of Operations (Unaudited) (Parentheticals) - $ / shares | 3 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Income Statement [Abstract] | ||
Diluted net loss per common share | $ (0.01) | $ (0.01) |
Weighted average shares of capital outstanding – diluted | 124,783,621 | 92,713,941 |
Statements of Changes in Stockh
Statements of Changes in Stockholders’ Equity (Unaudited) - USD ($) | Stock A Preferred | Stock B Preferred | Common Stock | Additional Paid in Capital | Retained Earnings | Total |
Balance at Jun. 30, 2022 | $ 1 | $ 3 | $ 91,814 | $ 28,275,216 | $ (28,101,458) | $ 265,576 |
Balance (in Shares) at Jun. 30, 2022 | 1,000 | 3,260 | 91,814,484 | |||
Common stock issued for services | $ 100 | 19,910 | 20,010 | |||
Common stock issued for services (in Shares) | 100,000 | |||||
Common stock from conversion | $ (1) | $ 4,050 | (4,049) | |||
Common stock from conversion (in Shares) | (810) | 4,050,000 | ||||
Discount on issuance of convertible notes | 290,070 | 290,070 | ||||
Warrants issued and dilutive warrant adjustment as financing cost | 65,783 | 65,783 | ||||
Deemed dividends associated with warrant related dilutive adjustments | 345,462 | (345,462) | ||||
Warrants dilutive adjustment as consulting fees | 108,126 | 108,126 | ||||
Net loss | (1,201,110) | (1,201,110) | ||||
Balance at Sep. 30, 2022 | $ 1 | $ 2 | $ 95,964 | 29,100,518 | (29,648,030) | (451,545) |
Balance (in Shares) at Sep. 30, 2022 | 1,000 | 2,450 | 95,964,484 | |||
Balance at Jun. 30, 2023 | $ 1 | $ 2 | $ 123,588 | 33,112,935 | (34,988,126) | (1,751,600) |
Balance (in Shares) at Jun. 30, 2023 | 1,000 | 1,950 | 123,587,968 | |||
Common stock issued as financing cost | $ 3,333 | 46,667 | 50,000 | |||
Common stock issued as financing cost (in Shares) | 3,333,333 | |||||
Issuance of warrants | 84,230 | 84,230 | ||||
Warrants issued associated with Promissory Notes | 9,878 | 9,878 | ||||
Warrants issued as financing cost | 699,350 | 699,350 | ||||
Common stock issued for services | $ 50,000 | |||||
Deemed dividends associated with warrant related dilutive adjustments | 20,771 | (20,771) | ||||
Net loss | (1,433,042) | (1,433,042) | ||||
Balance at Sep. 30, 2023 | $ 1 | $ 2 | $ 126,921 | $ 33,973,831 | $ (36,441,939) | $ (2,341,184) |
Balance (in Shares) at Sep. 30, 2023 | 1,000 | 1,950 | 126,921,301 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (1,433,042) | $ (1,201,110) |
Adjustments to reconcile net loss to net cash used in operations activities: | ||
Stock issued for financing cost | 50,000 | 20,010 |
Amortization of debt discount and deferred financing fees | 212,259 | 544,545 |
Warrants issued for services | 84,230 | 108,126 |
Warrants and returnable warrants issued for financing | 699,350 | 65,783 |
Impairment of inventory | 113,196 | |
Write down of other current assets | 46,130 | |
Stock payable for services | 4,041 | |
Loss on debt extinguishment upon note conversion, net | (57,971) | |
Change in operating assets and liabilities: | ||
Accounts receivable | 3,115 | (36,723) |
Inventories | 2,250 | (101,657) |
Other current assets | 8,180 | 31,052 |
Accounts payable and accrued liabilities | 93,744 | 200,294 |
Accounts payable and accrued liabilities, related parties | 30,825 | 9,000 |
Net cash used in operating activities | (89,763) | (414,610) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Net cash provided by investing activities | ||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from the issuance of debt-net | 51,000 | 644,000 |
Repayment of convertible debt | (289,855) | |
Net cash provided by financing activities | 51,000 | 354,145 |
NET DECREASE IN CASH AND CASH EQUIVALENTS | (38,763) | (60,465) |
Cash and cash equivalents, beginning of year | 44,187 | 280,877 |
Cash and cash equivalents, end of year | 5,424 | 220,412 |
Supplemental Disclosure of Cash Flow Information: | ||
Interest | 28,180 | |
Income taxes | ||
Summary of Non-Cash Investing and Financing Information: | ||
Debt and warrants discount accounted on convertible notes | 9,878 | 290,070 |
Common stock issued for preferred stock conversion | 4,050 | |
Deemed dividend associated with preferred stock B and warrants dilutive adjustment | $ 345,462 |
Description of Business
Description of Business | 3 Months Ended |
Sep. 30, 2023 | |
Description of Business [Abstract] | |
Description of Business | 1. Description of Business Nightfood Holdings, Inc. (“we”, “us”, “the Company” or “Nightfood”) is a Nevada corporation incorporated on October 16, 2013 to acquire all of the issued and outstanding shares of Nightfood, Inc., a New York corporation from its sole shareholder, Sean Folkson. All of our operations are conducted through our subsidiary Nightfood, Inc. We are also the sole shareholder of MJ Munchies, Inc., which owns certain intellectual property but does not have any operations as of the period covered by these financial statements. Our corporate address is 520 White Plains Road – Suite 500, Tarrytown, New York 10591 and our telephone number is 888-888-6444. We maintain a web site at www.nightfood.com, along with many additional web properties. Any information that may appear on our web site should not be deemed to be a part of this report. The Company’s fiscal year end is June 30. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Sep. 30, 2023 | |
Summary of Significant Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Management is responsible for the fair presentation of the Company’s financial statements, prepared in accordance with U.S. generally accepted accounting principles (GAAP). Interim Financial Statements These unaudited condensed consolidated financial statements for the three months ended September 30, 2023, and 2022, respectively, reflect all adjustments including normal recurring adjustments, which, in the opinion of management, are necessary to present fairly the financial position, results of operations and cash flows for the periods presented in accordance with the accounting principles generally accepted in the United States of America. These interim unaudited condensed consolidated financial statements should be read in conjunction with the Company’s consolidated financial statements and notes thereto for the fiscal years ended June 30, 2023, and 2022, respectively, which are included in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2023 filed with the United States Securities and Exchange Commission on October 13, 2023. The Company assumes that the users of the interim financial information herein have read, or have access to, the audited consolidated financial statements for the preceding period, and that the adequacy of additional disclosure needed for a fair presentation may be determined in that context. The results of operations for the three months ended September 30, 2023 are not necessarily indicative of results for the entire year ending June 30, 2024. Use of Estimates ● The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Estimates are used in the determination of depreciation and amortization, the valuation for non-cash issuances of common stock, and the website, income taxes and contingencies, valuing convertible preferred stock for a “beneficial conversion feature” (“BCF”) and warrants among others. Cash and Cash Equivalents ● The Company classifies as cash and cash equivalents amounts on deposit in the banks and cash temporarily in various instruments with original maturities of three months or less at the time of purchase. The Company places its cash and cash equivalents on deposit with financial institutions in the United States. The Federal Deposit Insurance Corporation (“FDIC”) covers $250,000 for substantially all depository accounts. The Company from time to time may have amounts on deposit in excess of the insured limits. Fair Value of Financial Instruments ● Statement of financial accounting standard FASB Topic 820, Disclosures about Fair Value of Financial Instruments, requires that the Company disclose estimated fair values of financial instruments. The carrying amounts reported in the statements of financial position for assets and liabilities qualifying as financial instruments are a reasonable estimate of fair value. Inventories ● Inventories consisting of packaged food items and supplies are stated at the lower of cost (FIFO) or net realizable value, including provisions for spoilage commensurate with known or estimated exposures which are recorded as a charge to cost of sales during the period spoilage is incurred. The Company has no minimum purchase commitments with its vendors. During the three months ended September 30, 2023 the Company wrote down inventory balances by $113,196 as a result of damage, loss and spoilage. Advertising Costs ● Advertising costs are expensed when incurred and are included in advertising and promotional expense in the accompanying statements of operations. Although not traditionally thought of by many as “advertising costs”, the Company includes expenses related to graphic design work, package design, website design, domain names, and product samples in the category of “advertising costs”. The Company recorded advertising costs of ($7,131) and $37,166 for the three months ended September 30, 2023 and 2022, respectively. Income Taxes ● The Company has not generated any taxable income, and, therefore, no provision for income taxes has been provided. Deferred income taxes are reported for timing differences between items of income or expense reported in the financial statements and those reported for income tax purposes in accordance with FASB Topic 740, “Accounting for Income Taxes”, which requires the use of the asset/liability method of accounting for income taxes. Deferred income taxes and tax benefits are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and for tax loss and credit carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The Company provides for deferred taxes for the estimated future tax effects attributable to temporary differences and carry-forwards when realization is more likely than not. ● A valuation allowance has been recorded to fully offset the deferred tax asset even though the Company believes it is more likely than not that the assets will be utilized ● The Company’s effective tax rate differs from the statutory rates associated with taxing jurisdictions because of permanent and temporary timing differences as well as a valuation allowance. Revenue Recognition ● The Company generates its revenue by selling its nighttime snack products wholesale to retailers and wholesalers. All sources of revenue are recorded pursuant to FASB Topic 606 Revenue Recognition, to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This includes a five-step framework that requires an entity to: (i) identify the contract(s) with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract, and (v) recognize revenue when the entity satisfies a performance obligation. In addition, this revenue generation requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. ● The Company revenue from contracts with customers provides that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ● The Company incurs costs associated with product distribution, such as freight and handling costs. The Company has elected to treat these costs as fulfillment activities and recognizes these costs at the same time that it recognizes the underlying product revenue. As this policy election is in line with the Company’s previous accounting practices, the treatment of shipping and handling activities under FASB Topic 606 did not have any impact on the Company’s results of operations, financial condition and/or financial statement disclosures. ● The adoption of ASC 606 did not result in a change to the accounting for any of the Company’s revenue streams that are within the scope of the amendments. The Company’s services that fall within the scope of ASC 606 are recognized as revenue as the Company satisfies its obligation to the customer. ● In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers, which updates revenue recognition guidance relating to contracts with customers. This standard states that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This standard is effective for annual reporting periods, and interim periods therein, beginning after July 1, 2018. The Company adopted ASU 2014-09 and its related amendments (collectively known as “ASC 606”) during the first quarter of fiscal 2019 using the full retrospective method. ● Management reviewed ASC 606-10-32-25 which states “Consideration payable to a customer includes cash amounts that an entity pays, or expects to pay, to the customer (or to other parties that purchase the entity’s goods or services from the customer). Consideration payable to a customer also includes credit or other items (for example, a coupon or voucher) that can be applied against amounts owed to the entity (or to other parties that purchase the entity’s goods or services from the customer). An entity shall account for consideration payable to a customer as a reduction of the transaction price and, therefore, of revenue unless the payment to the customer is in exchange for a distinct good or service (as described in paragraphs 606-10-25-18 through 25-22) that the customer transfers to the entity. If the consideration payable to a customer includes a variable amount, an entity shall estimate the transaction price (including assessing whether the estimate of variable consideration is constrained) in accordance with paragraphs 606-10-32-5 through 32-13.” ● If the consideration payable to a customer is a payment for a distinct good service, then in accordance with ASC 606-10-32-26, the entity should account for it the same way that it accounts for other purchases from suppliers (expense). Further, “if the amount of consideration payable to the customer exceeds the fair value of the distinct good or service that the entity receives from the customer, then the entity shall account for such an excess as a reduction of the transaction price. If the entity cannot reasonably estimate the fair value of the good or service received from the customer, it shall account for all of the consideration payable to the customer as a reduction of the transaction price.” ● Under ASC 606-10-32-27, if the consideration payable to a customer is accounted for as a reduction of the transaction price, “an entity shall recognize the reduction of revenue when (or as) the later of either of the following events occurs: a) The entity recognizes revenue for the transfer of the related goods or services to the customer. b) The entity pays or promises to pay the consideration (even if the payment is conditional on a future event). That promise might be implied by the entity’s customary business practices.” ● Management reviewed each arrangement to determine if each fee paid is for a distinct good or service and should be expensed as incurred or if the Company should recognize the payment as a reduction of revenue. ● The Company recognizes revenue upon shipment based on meeting the transfer of control criteria. The Company has made a policy election to treat shipping and handling as costs to fulfill the contract, and as a result, any fees received from customers are included in the transaction price allocated to the performance obligation of providing goods with a corresponding amount accrued within cost of sales for amounts paid to applicable carriers. Concentration of Credit Risk ● Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash deposits at financial institutions. At various times during the year, the Company may exceed the federally insured limits. To mitigate this risk, the Company places its cash deposits only with high credit quality institutions. Management believes the risk of loss is minimal. At September 30, 2023 and June 30, 2023, the Company did not have any uninsured cash deposits. Beneficial Conversion Feature ● For conventional convertible debt where the rate of conversion is below market value, the Company records any BCF intrinsic value as additional paid in capital and related debt discount. ● When the Company records a BCF, the relative fair value of the BCF is recorded as a debt discount against the face amount of the respective debt instrument. The discount is amortized over the life of the debt. If a conversion of the underlying debt occurs, a proportionate share of the unamortized amounts is immediately expensed. Beneficial Conversion Feature – Series B Preferred Stock (deemed dividend): Each share of the Company’s Series B Preferred Stock, par value $0.001 per share (the “B Preferred” or “B Preferred Stock”) has a liquidation preference of $1,000 and has no voting rights except as to matters pertaining to the rights and privileges of the B Preferred. Each share of B Preferred is convertible at the option of the holder thereof into (i) 5,000 shares of the Registrant’s common stock (one share for each $0.20 of liquidation preference) (the “Conversion Shares”) and (ii) 5,000 common stock purchase warrants, expiring April 16, 2026 (the “Warrants”). The Warrants carried an initial exercise price of $0.30 per share. Subsequent financing events and debt extinguishment resulted in adjustments to the exercise price of all warrants created from conversion of B Preferred from $0.30 per share to approximately $0.1324 per share through September 30, 2023. The exercise price of these warrants can continue to adjust as the result of subsequent financing events and stock transactions. These adjustments can result in an exercise price that is either higher, or lower, than the price as of September 30, 2023. Based on the guidance in ASC 470-20-20, on issuance date the Company determined that a BCF existed, as the effective conversion price for the B Preferred at issuance was less than the fair value of the common stock which the shares of B Preferred are convertible into. A BCF feature based on the intrinsic value of the date of issuances for the B Preferred through June 30, 2022 was approximately $4.4 million. During the year ended June 30, 2023 the Company recorded an additional deemed dividend of approximately $1.1 million in relation to the B Preferred stock and downward price adjustments to certain warrants. Debt Issue Costs ● The Company may pay debt issue costs in connection with raising funds through the issuance of debt whether convertible or not or with other consideration. These costs are recorded as debt discounts and are amortized over the life of the debt to the statement of operations. Equity Issuance Costs ● The Company accounts for costs related to the issuance of equity as a charge to Paid in Capital and records the equity transaction net of issuance costs. Original Issue Discount ● If debt is issued with an original issue discount, the original issue discount is recorded to debt discount, reducing the face amount of the note and is amortized over the life of the debt to the statement of operations as interest expense. If a conversion of the underlying debt occurs, a proportionate share of the unamortized amounts is immediately expensed. Stock Settled Debt ● In certain instances, the Company will issue convertible notes which contain a provision in which the price of the conversion feature is priced at a fixed discount to the trading price of the Company’s common shares as traded in the over-the-counter market. In these instances, the Company records a liability, in addition to the principal amount of the convertible note, as stock-settled debt for the fixed value transferred to the convertible note holder from the fixed discount conversion feature. Stock-Based Compensation ● The Company accounts for share-based awards issued to employees in accordance with FASB ASC 718. Accordingly, employee share-based payment compensation is measured at the grant date, based on the fair value of the award, and is recognized as an expense over the requisite service period. Additionally, share-based awards to non-employees are expensed over the period in which the related services are rendered at their fair value. The Company applies ASC 718, “Equity Based Payments to Non-Employees”, with respect to options and warrants issued to non-employees. Customer Concentration ● In the three-month period ended September 30, 2023, we had one customer which accounted for more than 10% of gross sales. During the three months ended September 30, 2022, the Company had five customers each accounting for sales exceeding 10% of the gross sales. Vendor Concentration ● In the three-month period ended September 30, 2023, one vendor accounted for more than 10% of our costs of goods sold. During the three-month period ended September 30, 2022, one vendor accounted for more than 10% of our costs of goods sold. Receivables Concentration ● As of September 30, 2023, the Company had receivables due from nine customers. One accounted for 53% of the total balance, and three of the others each accounted for between 10% and 14% of the outstanding balance. As of June 30, 2023, the Company had receivables due from nine customers, one of who accounted for over 56% of the outstanding balance. Three of the others each accounted for between 10% and 14% of the outstanding balance. Income/Loss Per Share ● In accordance with ASC Topic 260 – Earnings Per Share, the basic loss per common share is computed by dividing net loss available to common stockholders by the weighted average number of common stock outstanding. Diluted loss per common share is computed similar to basic loss per common share except that the denominator is increased to include the number of additional shares of common stock that would have been outstanding if the potential common stock had been issued and if the additional shares of common stock were dilutive. Potential common stock consists of the incremental common stock issuable upon convertible notes, stock options and warrants, and classes of shares with conversion features. The computation of basic loss per share for the three months ended September 30, 2023 and 2022 excludes potentially dilutive securities because their inclusion would be antidilutive. As a result, the computations of net loss per share for each period presented is the same for both basic and fully diluted losses per share. Reclassification ● The Company may make certain reclassifications to prior period amounts to conform with the current year’s presentation. Such reclassifications would not have a material effect on its consolidated statement of financial position, results of operations or cash flows. Recent Accounting Pronouncements ● In August 2020, the FASB issued ASU 2020-06 to simplify the current guidance for convertible instruments and the derivatives scope exception for contracts in an entity’s own equity. Additionally, the amendments affect the diluted EPS calculation for instruments that may be settled in cash or shares and for convertible instruments. The update also provides for expanded disclosure requirements to increase transparency. For SEC filers, excluding smaller reporting companies, this update is effective for fiscal years beginning after December 15, 2022 including interim periods within those fiscal years. The adoption of this guidance does not materially impact our financial statements and related disclosures. ● The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
Going Concern
Going Concern | 3 Months Ended |
Sep. 30, 2023 | |
Going Concern [Abstract] | |
Going Concern | 3. Going Concern ● The Company’s financial statements are prepared using generally accepted accounting principles, which contemplate the realization of assets and liquidation of liabilities in the normal course of business. Because the business is new and has limited operating history and relatively few sales, no certainty of continuation can be stated. ● The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. For the three months ended September 30, 2023, the Company had an operating and net loss of $1,433,042, cash flow used in operations of $89,763 and an accumulated deficit of $36,441,939. ● The Company has limited available cash resources and we do not believe our cash on hand will be sufficient to fund our operations and growth throughout fiscal year 2024 or adequate to satisfy our immediate or ongoing working capital needs. We are currently in default with respect to the terms of several of our convertible notes payable. The Company is continuing to seek to raise capital through the sales of its common stock, preferred stock and/or convertible notes, as well as potentially the exercise of outstanding warrants, to finance the Company’s operations, of which it can give no assurance of success. Management has devoted a significant amount of time to the raising of capital from additional debt and equity financing. However, the Company’s ability to continue as a going concern is dependent upon raising additional funds through debt and equity financing and generating revenue. Additionally, management is investing the acquisition of additional revenue generating assets through the issuance of debt and/or equity to further assist the Company’s growth initiatives. ● Because the Company has limited sales, no certainty of continuation can be stated. The Company’s ability to continue as a going concern is dependent upon raising additional funds through debt and equity financing and generating revenue. In addition, the Company will receive the proceeds from its outstanding warrants as, if and when such warrants are exercised for cash. There are no assurances the Company will receive the necessary funding or generate revenue necessary to fund operations. ● Even if the Company is successful in raising additional funds, the Company cannot give any assurance that it will, in the future, be able to achieve a level of profitability from the sale of its products to sustain its operations. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments to reflect the possible future effects on recoverability and reclassification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty. ● From both public statements observed, and conversations conducted between Nightfood management and current and former executives from certain global food and beverage conglomerates, it has been affirmed to management that there is increased strategic interest in the nighttime nutrition space as a potential high-growth opportunity, partially due to recent declines in consumer sleep quality and increases in at-home nighttime snacking. ● The Company has experienced no major issues with supply chain or logistics. Order processing function has been normal to date, and its manufacturers have assured the Company that their operations are “business as usual” as of the time of this filing. |
Accounts Receivable
Accounts Receivable | 3 Months Ended |
Sep. 30, 2023 | |
Accounts Receivable [Abstract] | |
Accounts receivable | 4. Accounts receivable ● The Company’s accounts receivable arises primarily from the sale of the Company’s ice cream. On a periodic basis, the Company evaluates each customer account and based on the days outstanding of the receivable, history of past write-offs, collections, and current credit conditions, writes off accounts it considers uncollectible. With most of our retail and distribution partners, invoices will typically be due in 30 days. The Company does not accrue interest on past due accounts and the Company does not require collateral. Accounts become past due on an account-by-account basis. Determination that an account is uncollectible is made after all reasonable collection efforts have been exhausted. The Company has not provided any accounts receivable allowances for September 30, 2023 and September 30, 2022, respectively. |
Inventories
Inventories | 3 Months Ended |
Sep. 30, 2023 | |
Inventories [Abstract] | |
Inventories | 5. Inventories ● Inventory consists of the following at September 30, 2023 and June 30, 2023: September 30, June 30, Inventory: Finished Goods $ 124,241 $ 163,644 Inventory: Ingredients 28,193 63,734 Inventory: Packaging 8,322 48,824 Total Inventory $ 160,756 $ 276,202 Inventories are stated at the lower of cost or net realizable value. The Company periodically reviews the value of items in inventory and provides write-downs or write-offs of inventory based on its assessment of market conditions and the products relative shelf life. Write-downs and write-offs are charged to loss on inventory write down. During the three months ended September 30, 2023 the Company wrote down inventory balances totaling $113,196 as a result of inventory damage and spoilage. |
Other Current Assets
Other Current Assets | 3 Months Ended |
Sep. 30, 2023 | |
Other Current Assets [Abstract] | |
Other current assets | 6. Other current assets ● Other current assets consist of the following vendor deposits at September 30, 2023 and June 30, 2023. September 30, June 30, Other Current Assets Prepaid expenses $ 9,020 $ - Deposits 29,396 92,726 TOTAL $ 38,416 $ 92,726 |
Accounts Payable and Accrued Li
Accounts Payable and Accrued Liabilities | 3 Months Ended |
Sep. 30, 2023 | |
Accounts Payable and Accrued Liabilities [Abstract] | |
Accounts Payable and Accrued liabilities | 7. Accounts Payable and Accrued liabilities Other current liabilities consist of the following at September 30, 2023 and June 30, 2023: September 30, June 30, Interest Payable $ 82,578 $ 40,779 Accounts payable 615,682 563,737 TOTAL $ 698,260 $ 604,516 |
Debt
Debt | 3 Months Ended |
Sep. 30, 2023 | |
Debt [Abstract] | |
Debt | 8. Debt ● Convertible Notes Payable Convertible Notes Issued on December 10, 2021 On December 10, 2021, the Company entered into a securities purchase agreement (the “Securities Purchase Agreement”) with certain accredited and institutional investors (the “Purchasers”) for the purchase and sale of an aggregate of: (i) $1,086,956.52 in principal amount of Original Issue Discount Senior Secured Convertible Notes (the “Notes”) for $1,000,000 (representing a 8% original issue discount) (“Purchase Price”) and (ii) warrants to purchase up to 4,000,000 shares of the Company’s common stock (the “Warrants”) in a private placement (the “Offering”). Each Note featured an 8% original issue discount, resulting in net proceeds to the Company of $500,000 for each of the two Notes. The Notes had a maturity of December 10, 2022, an interest rate of 8% per annum, and were initially convertible at a fixed price of $0.25 per share, with provisions for conversions at a fixed price of $0.20 per share should the closing trading price of our common stock be below $0.20 per share after June 10, 2022. The conversion price is also subject to further price adjustments in the event of (i) stock splits and dividends, (ii) subsequent rights offerings, (iii) pro-rata distributions, and (iv) certain fundamental transactions, including but not limited to the sale of the Company, business combinations, and reorganizations (v) in the event that the Company issues or sells any additional shares of Common Stock or Common Stock Equivalents at a price per share less than the Exercise Price then in effect or without consideration then the Exercise Price upon each such issuance shall be reduced to the Dilutive Issuance Price. These Notes, for as long as they are outstanding, are secured by all assets of the Company and its subsidiaries, senior secured guarantees of the subsidiaries of the Company, and pledges of the common stock of all the subsidiaries of the Company. The Notes have provisions allowing for repayment at any time at 115% of the outstanding principal and interest within the first three months, and 120% of the outstanding principal and interest at any time thereafter. The Warrants were initially exercisable at $0.25 per share and, are subject to cashless exercise after six months if the shares underlying the Warrants are not subject to an effective resale registration statement. The Warrants are also subject to customary adjustments, including price protections. In connection with Securities Purchase Agreement, the Company issued to the Placement Agent (as defined below), an aggregate of 878,260 Common Stock purchase warrants (“PA Warrants”). The PA Warrants are substantially similar to the Warrants. The fair value of the PA Warrants at issuance was estimated to be $170,210 based on a risk-free interest rate of 1.25%, an expected term of 5 years, an expected volatility of 142.53% and a 0% dividend yield. Spencer Clarke Holdings LLC (“Placement Agent”) acted as the placement agent, in connection with the sale of the securities pursuant to the Securities Purchase Agreement. Pursuant to an engagement agreement entered into by and between the Company and the Placement Agent, the Company agreed to pay the Placement Agent a cash commission of $100,000. Pursuant to the discussion above, the Company also issued an aggregate of 878,260 PA Warrants to the Placement Agent. The gross proceeds received from the Offering were approximately $1,000,000. The cash Placement Agent fees of $100,000 was paid separately. Also, the Company reimbursed the lead Purchaser $15,192 for legal fees, which was deducted from the required subscription amount to be paid. On or around September 23, 2022, as a result of certain new financing agreements entered into by the Company, as consideration to the Holders, the Company issued to each Holder a common stock purchase warrant for the purchase of 5,434,783 shares of the Company’s common stock (as amended from time to time, the “Returnable Warrants”, further the Placement Agent received 1,086,957 (Ref below, Mast Hill Loan - Promissory Notes Issued on September 23, 2022). The warrants are subject to customary adjustments (including price-based anti-dilution adjustments) and may be exercised on a cashless basis. The Company was required to pay to the Purchasers on December 10, 2022, as extended to December 29, 2022 (as so extended, the “Maturity Date”) all remaining principal and accrued and unpaid interest on the Maturity Date (the “Owed Amount”) and the failure to so pay the Owed Amount on the Maturity Date is an event of default. The Owed Amount was not paid by the Company in accordance with the terms of the Notes. Subsequent to December 31, 2022 the Company entered into a forbearance agreement with the Purchasers as set out below. Forbearance and Exchange Agreement On February 4, 2023, the Company entered into a Forbearance and Exchange Agreement (the “Forbearance Agreement”) with the Purchasers. Pursuant to the Forbearance Agreement as amended, among other things: ● The Company shall pay to each Purchaser in cash the sum of $482,250.00 for the full and complete satisfaction of the Notes, which includes all due and owing principal, interest and penalties notwithstanding anything to the contrary in the Notes, as follows: (i) $250,000.00 on or before February 7, 2023; (ii) $50,000.00 on or before February 28, 2023; (iii) $50,000.00 on or before March 31, 2023; (iv) $50,000.00 on or before April 30, 2023; and (v) $82,250.00 on or before May 31, 2023. ● The Purchasers shall not convert the Notes so long as an event of default pursuant to the Forbearance Agreement has not occurred. ● The Company purchased and retired the Returnable Warrants from the Purchasers, in exchange for the Company issuing to each of the Holders 1,900,000 restricted redeemable shares of the Company’s common stock (the “Exchange Shares”). ● The Purchasers agreed not to transfer the Exchange Shares prior to September 24, 2023, subject to certain exceptions, including that the Company shall have the right to redeem all or any portion of the Exchange Shares from each Purchaser by paying an amount in cash to such Purchaser equal to $0.1109 per share being redeemed. The Purchaser’s sale of the Exchange Shares on or after September 24, 2023, is subject to a leak-out until all of the Exchange Shares are sold. In addition, the Purchaser’s sale of any common stock of the Company owned by them other than the Exchange Shares, shall also be subject to a leak-out during the period ending on the six-month anniversary of the date of the Forbearance Agreement. ● Each Purchaser agrees to forbear from exercising its rights against the Company under its respective Note until and unless the occurrence of any of the following events: (a) the failure of the Company to make a scheduled payment pursuant to the Forbearance Agreement, subject to a five day right to cure; (b) the failure of the Company to observe, or timely comply with, or perform any other covenant or term contained in the Forbearance Agreement, subject to a ten day right to cure; (c) the Company or any subsidiary of the Company commences bankruptcy and/or any insolvency proceedings; or (d) the delivery of any notice of default by Mast Hill Fund, L.P. (“Mast Hill”) to the Company with respect to indebtedness owed to Mast Hill by the Company. The Company evaluated all of the associated financial instruments in accordance with ASC 815 Derivatives and Hedging. Based on this evaluation, the Company has determined that no provisions required derivative accounting. In accordance with ASC 470- Debt, the Company first allocated the cash proceeds to the loan and the warrants on a relative fair value basis, secondly, the proceeds were allocated to the beneficial conversion feature. Below is a reconciliation of the convertible notes payable as presented on the Company’s balance sheet as of June 30, 2023: Principal Stock-settled Debt Net Value Balance at June 30, 2021 - - - - Convertible notes payable issued during fiscal year ended June 30, 2022 1,086,957 1,086,957 Debt discount associated with new convertible notes (1,018,229 ) (1,018,229 ) Conversion price adjusted from $0.25 to $0.20 217,391 (217,391 ) - Amortization of debt discount 275,423 275,423 Balance at June 30, 2022 1,086,957 217,391 (960,197 ) 344,151 Cash repayment (362,319 ) (362,319 ) Gain on extinguish of portion of principal (72,464 ) (72,464 ) Amortization of debt discount 960,197 960,197 Penalty 181,159 181,159 Conversion price change 1,843,475 1,843,475 Under forbearance Agreement: 58,703 (1,988,402 ) (1,929,699 ) Cash repayment (964,500 ) (964,500 ) Balance at June 30, 2023 - - - - Below is a reconciliation of the extinguishment of debt relative to the exchange of Returnable Warrants for shares of common stock by the holders: 3,800,000 shares of common stock issued and exchanged for 10,869,566 returnable warrants $ 342,000 Loss on conversion price change in December 31, 2022 1,051,801 Stock settled debt (1,988,402 ) Financing charges due to returnable warrants issued 987,060 Principal increased due to penalty 58,703 Loss on extinguishment $ 392,459 Interest expenses associated with above convertible note are as follows: For Three Months Ended September 30, 2023 2022 Amortization $ - $ 539,570 Interest on the convertible notes - 21,546 Total $ - $ 561,116 During the fiscal years ended June 30, 2023 and 2022, the Company paid $39,452 and $43,478 to interest. As of September 30, 2023 and June 30, 2023, the interest payable was $0. Mast Hill Promissory Notes (MH Notes) (a) Promissory Notes Issued on September 23, 2022 On September 23, 2022, the Company entered into a Securities Purchase Agreement and issued and sold to Mast Hill, a Promissory Note in the principal sum of $700,000.00, which amount is the $644,000 actual amount of the purchase price plus an original issue discount in the amount of $56,000. In connection with the issuance of the Promissory Note, the Company issued to the investor warrants to purchase 2,800,000 shares of common stock at an exercise price of $0.225, as well as returnable warrants, which may only be exercised in the event that the Company were to default on certain debt obligations, to purchase 7,000,000 shares of common stock at an exercise price of $0.30, in each case subject to adjustment. The Promissory Note may be converted into Company common stock in the event of an event of default under the Promissory Note by the Company. As a result of the transaction, the Purchasers triggered their “most favored nation” clause which resulted in the Company entering into an MFN Amendment Agreement (the “MFN Agreement”) with the Purchasers (ref: Convertible Notes Issued on December 10, 2021 above) pursuant to which the Purchasers exercised their options under the most-favored nation terms contained in their existing transaction documents with the Company. Pursuant to the MFN Agreement, among other things, (a) the Company issued to each of the Purchasers 5,434,783 5-year Returnable Warrants which may only be exercised in the event that the Company were to default on certain debt obligations at an initial Exercise Price per share of $0.30, (b) the events of default set forth in the Notes were amended to include certain of the Events of Default reflected in the Promissory Note, (c) the conversion price of the Notes was amended so that upon an event of default, the conversion price equaled $0.10, subject to adjustment, (d) the Purchasers are entitled to deduct $1,750 from conversions to cover associated fees, and $750 shall be added to each prepayment to reimburse the Purchasers for administrative fees and (e) the definition of Exempt Issuance in the note was modified to remove certain clauses of the definition. The Company paid to J.H. Darbie & Co., Inc. $32,200 in fees pursuant to the Company’s existing agreement with J.H. Darbie & Co., Inc., in relation to the transactions contemplated by the Purchase Agreement plus warrants to purchase 119,260 shares of common stock at $0.27, subject to adjustment. The Company paid to Spencer Clarke LLC cash fees of $35,000 plus 500,000 shares of common stock. The proceeds received by the Company from the Offering, net of the original issue discount, fees and costs including legal fees of $7,000 and commission fees of $32,200 were $604,800. On May 2, 2023, a debtholder converted a total of $49,995, in which $16,088 of principal and $33,907 of interest payable, in exchange for 1,500,000 shares of common stock. (b) Promissory Notes Issued on February 5, 2023 On February 5, 2023, the Company entered into a Securities Purchase Agreement and issued and sold to Mast Hill, a Promissory Note in the principal amount of $619,000.00 (actual amount of purchase price of $526,150.00 plus an original issue discount in the amount of $92,850.00). In connection with the issuance of the Promissory Note, the Company issued to the investor warrants to purchase 6,900,000 shares of common stock at an exercise price of $0.10, as well as returnable warrants, which may only be exercised in the event that the Company were to default on certain debt obligations, to purchase 7,000,000 shares of common stock at an exercise price of $0.30, in each case subject to adjustment. The Promissory Note may be converted into Company common stock in the event of an event of default under the Promissory Note by the Company. The Company granted piggy-back registration rights to Mast Hill. The Company paid to J.H. Darbie & Co., Inc. $10,000 in fees pursuant to the Company’s existing agreement with J.H. Darbie & Co., Inc., in relation to the transactions contemplated by the Purchase Agreement plus warrants to purchase 219,230 shares of common stock at $0.12, subject to adjustment. The Company paid to Spencer Clarke LLC cash fees of $52,615 plus warrants to purchase 619,000 shares of common stock at $0.10, warrants to purchase 690,000 shares of common stock at $0.10, and warrants to purchase 700,000 shares of common stock at $0.30, in each case subject to adjustment. (c) Promissory Notes Issued on February 28, 2023 On February 28, 2023, the Company entered into a Securities Purchase Agreement and issued and sold to Mast Hill, a Promissory Note in the principal amount of $169,941 (actual amount of purchase price of $136,800 plus an original issue discount in the amount of $24,141). In connection with the issuance of the Promissory Note, the Company issued to the investor warrants to purchase 1,790,000 shares of common stock at an exercise price of $0.10, as well as returnable warrants, which may only be exercised in the event that the Company were to default on certain debt obligations, to purchase 1,820,000 shares of common stock at an exercise price of $0.10, in each case subject to adjustment. The Promissory Note may be converted into Company common stock in the event of an event of default under the Promissory Note by the Company. The Company granted piggy-back registration rights to Mast Hill. The Company paid to J.H. Darbie & Co., Inc. $6,840.00 in fees pursuant to the Company’s existing agreement with J.H. Darbie & Co., Inc., in relation to the transactions contemplated by the Purchase Agreement plus warrants to purchase 57,000 shares of common stock at $0.12, subject to adjustment. The Company paid to Spencer Clarke LLC warrants to purchase 200,000 shares of common stock at $0.08, warrants to purchase 179,000 shares of common stock at $0.10, and returnable warrants to purchase 182,000 shares of common stock at $0.30, in each case subject to adjustment. (d) Promissory Notes Issued on March 24, 2023 On March 24, 2023, the Company entered into a Securities Purchase Agreement and issued and sold to Mast Hill, a Promissory Note in the principal amount of $169,941 (actual amount of purchase price of $136,800 plus an original issue discount in the amount of $24,141). In connection with the issuance of the Promissory Note, the Company issued to the investor warrants to purchase 1,790,000 shares of common stock at an exercise price of $0.10, as well as returnable warrants, which may only be exercised in the event that the Company were to default on certain debt obligations, to purchase 1,820,000 shares of common stock at an exercise price of $0.10, in each case subject to adjustment. The Promissory Note may be converted into Company common stock in the event of an event of default under the Promissory Note by the Company. The Company granted piggy-back registration rights to Mast Hill. The Company paid to J.H. Darbie & Co., Inc. $6,840.00 in fees pursuant to the Company’s existing agreement with J.H. Darbie & Co., Inc., in relation to the transactions contemplated by the Purchase Agreement plus warrants to purchase 57,000 shares of common stock at $0.12, subject to adjustment. The Company paid to Spencer Clarke LLC a cash fee of $13,680 plus warrants to purchase 200,000 shares of common stock at $0.08, warrants to purchase 179,000 shares of common stock at $0.10, and warrants to purchase 182,000 shares of common stock at $.30, in each case subject to adjustment. Such 182,000 warrants, without any further action by either party thereto, may be cancelled and extinguished in its entirety if the MH Note is fully repaid and satisfied on or prior to the Maturity Date, subject further to the terms and conditions of the MH Note. (e) Promissory Notes Issued on April 17, 2023 On April 17, 2023, the Company entered into a Securities Purchase Agreement and issued and sold to Mast Hill, a Promissory Note in the principal amount of $169,941 (actual amount of purchase price of $136,800 plus an original issue discount in the amount of $24,141). In connection with the issuance of the Promissory Note, the Company issued to the investor warrants to purchase 1,790,000 shares of common stock at an exercise price of $0.10, as well as returnable warrants, which may only be exercised in the event that the Company were to default on certain debt obligations, to purchase 1,820,000 shares of common stock at an exercise price of $0.10, in each case subject to adjustment. The Promissory Note may be converted into Company common stock in the event of an event of default under the Promissory Note by the Company. The Company granted piggy-back registration rights to Mast Hill. The Company paid to J.H. Darbie & Co., Inc. $6,840.00 in fees pursuant to the Company’s existing agreement with J.H. Darbie & Co., Inc., in relation to the transactions contemplated by the Purchase Agreement plus warrants to purchase 57,000 shares of common stock at $.12, subject to adjustment. The Company paid to Spencer Clarke LLC a cash fee of $13,680 plus warrants to purchase 200,000 shares of common stock at $.08, warrants to 179,000 shares of common stock at $.10, and returnable warrants to 182,000 shares of common stock at $.10, in each case subject to adjustment. (f) Promissory Notes Issued on June 1, 2023 On June 1, 2023 the Company entered into a Securities Purchase Agreement and issued and sold to Mast Hill, a Promissory Note in the principal amount of $200,000 (actual amount of purchase price of $170,000 plus an original issue discount in the amount of $30,000). Also pursuant to the Purchase Agreement, in connection with the issuance of the Note: (a) Sean Folkson, the Company’s Chairman of the Board and Chief Executive Officer, pursuant to a Pledge Agreement dated the Effective Date (the “Pledge Agreement”), pledged to Mast Hill, and granted to Mast Hill a security interest in, all common stock and common stock equivalents of the Company owned by Mr. Folkson; (b) the Company, Nightfood Inc. and MJ Munchies, Inc., each wholly-owned subsidiaries of the Company (collectively, the “Subsidiaries” and with the Company, the “Debtors”) entered into a Security Agreement dated the Effective Date (the “Security Agreement”), pursuant to which each of the Debtors granted Mast Hill a perfected security interest in all of their property to secure the prompt payments, performance and discharge in full of all of the Debtors’ obligations under the Note and the other transaction documents entered into in connection with the Purchase Agreement and the Note (the “Transaction Documents”); (c) The Subsidiaries entered into a Subsidiary Guarantee dated the Effective Date (the “Guarantee”), pursuant to which the Subsidiaries unconditionally and irrevocably guaranteed to Mast Hill the prompt and complete payment and performance by the Company and the Subsidiaries when due, of the obligations under the Transaction Documents. The Company paid to (a) J.H. Darbie & Co., Inc. 298,875 warrants at an exercise price of $0.05688 per share pursuant to the Company’s existing agreement with J.H. Darbie & Co., Inc., in relation to the transactions contemplated by the Purchase Agreement. The Company paid to (b) Spencer Clarke LLC 1,111,110 warrants at an exercise price of $.033, in each case subject to adjustment. The maturity date of the MH Notes are the 12-month anniversary of the Issuance Date, and are the date upon which the principal amount, the OID, as well as any accrued and unpaid interest and other fees, shall be due and payable. Fourth Man, LLC Promissory Notes (Fourth Man Notes) (a) Promissory Notes Issued on June 29, 2023 On June 29, 2023, the Company the Company entered into a Securities Purchase Agreement and issued and sold to Fourth Man, LLC (“Fourth Man”), a Promissory Note (the “Note”) in the principal amount of $65,000.00 (actual amount of purchase price of $55,250 plus an original issue discount in the amount of $9,750). In connection with the issuance of the Promissory Note, the Company issued the investor warrants to purchase 600,000 shares of common stock at an exercise price of $0.10 and 1,969,697 shares of Common Stock as commitment shares, 1,477,272 of which shall be cancelled and returned to the Company’s treasury upon repayment of the Note on, or prior to, the date that is 180 calendar days after the date of the Agreement; and (b) granted piggy-back registration rights to Fourth Man. The Company paid to J.H. Darbie & Co., Inc. $2,763 in fees pursuant to the Company’s existing agreement with J.H. Darbie & Co., Inc., in relation to the transactions contemplated by the Purchase Agreement plus warrants to purchase 23,021 shares of common stock at $.10, subject to adjustment. The Company issued Spencer Clarke LLC warrants to purchase 618,079 shares of common stock at $.033, in each case subject to adjustment. The maturity date of the Note is the 12-month anniversary of the Effective Date, and is the date upon which the principal amount, the OID, as well as any accrued and unpaid interest and other fees, shall be due and payable. (b) Promissory Notes Issued on August 28, 2023 On August 28, 2023, the Company entered into a Securities Purchase Agreement and issued and sold to Fourth Man, LLC (“Fourth Man”), a Promissory Note (the “Note”) in the principal amount of $60,000.00 (actual amount of purchase price of $51,000 plus an original issue discount in the amount of $9,000). In connection with the issuance of the Promissory Note, the Company issued the investor warrants to purchase 650,000 shares of common stock at an exercise price of $0.10 and 3,333,333 shares of Common Stock as commitment shares, 1,666,667 of which shall be cancelled and returned to the Company’s treasury upon repayment of the Note on, or prior to, the date that is 180 calendar days after the date of the Agreement; and (b) granted piggy-back registration rights to Fourth Man. The Company paid to J.H. Darbie & Co., Inc. $2,550 in fees pursuant to the Company’s existing agreement with J.H. Darbie & Co., Inc., in relation to the transactions contemplated by the Purchase Agreement plus warrants to purchase 21,250 shares of common stock at $.12, subject to adjustment. The maturity date of the Note is the 12-month anniversary of the Effective Date, and is the date upon which the principal amount, the OID, as well as any accrued and unpaid interest and other fees, shall be due and payable. The Company evaluated all of these associated financial instruments in accordance with ASC 815 Derivatives and Hedging. Based on this evaluation, the Company has determined that no provisions required derivative accounting. In accordance with ASC 470- Debt, the proceeds of issuance is first allocated among the convertible instrument and the other detachable instruments based on their relative fair values. Below is a reconciliation of the above debts (Mast Hills Notes and Fourth Man Notes) as presented on the Company’s balance sheet as of September 30, 2023 and June 30, 2023: Principal Debt Net Value Balance at June 30, 2022 - - - Promissory notes payable issued 2,066,823 2,066,823 Principal converted to common stock (16,088 ) (16,088 ) Debt discount associated with Promissory notes (864,713 ) (864,713 ) Amortization of debt discount 305,697 305,697 Balance at June 30, 2023 2,050,735 (559,016 ) 1,491,719 Promissory notes payable issued 60,000 60,000 Debt discount associated with Promissory notes (18,878 ) (18,878 ) Amortization of debt discount 212,259 212,259 Balance at September 30, 2023 $ 2,110,735 $ (365,635 ) $ 1,745,100 Interest expenses associated with above convertible note are as follows: For Three Months Ended September 30, 2023 2022 Amortization $ 212,259 $ 4,975 Interest on the convertible notes 41,799 1,400 Total $ 254,058 $ 6,375 As of September 30, 2023 and June 30, 2023, the interest payable was $82,578 and $40,779, respectively. As a result of dilutive issuances during the period the exercise price of all of the aforementioned convertible notes has been reset subsequent to the period to $0.03333. In addition, certain warrants issued to the noteholders, placement agent and J.H. Darbie have been repriced in accordance with their respective terms and conditions. |
Capital Stock Activity
Capital Stock Activity | 3 Months Ended |
Sep. 30, 2023 | |
Capital Stock Activity [Abstract] | |
Capital Stock Activity | 9. Capital Stock Activity On October 16, 2013, Nightfood, Inc. became a wholly-owned subsidiary of Nightfood Holdings, Inc. Accordingly, the stockholders’ equity has been revised to reflect the share exchange on a retroactive basis. Common Stock The Company is authorized to issue Two Hundred Million (200,000,000) shares of common stock $0.001 par value per share (the “Common Stock”). Holders of Common Stock are each entitled to cast one vote for each share held of record on all matters presented to shareholders. Cumulative voting is not allowed; hence, the holders of a majority of the outstanding Common Stock can elect all directors, subject to the rights of the holder of Series A Stock described below. Holders of Common Stock are entitled to receive such dividends as may be declared by the Board of Directors out of funds legally available therefore and, in the event of liquidation, to share pro-rata in any distribution of the Company’s assets after payment of liabilities. The Board of Directors is not obligated to declare a dividend and it is not anticipated that dividends will be paid unless and until the Company is profitable. Holders of Common Stock do not have pre-emptive rights to subscribe to additional shares if issued by the Company. There are no conversion, redemption, sinking fund or similar provisions regarding the Common Stock. All of the outstanding shares of Common Stock are fully paid and non-assessable and all of the shares of Common Stock offered thereby will be, upon issuance, fully paid and non-assessable. Holders of shares of Common Stock will have full rights to vote on all matters brought before shareholders for their approval, subject to preferential rights of holders of any series of Preferred Stock. Holders of the Common Stock will be entitled to receive dividends, if and as declared by the Board of Directors, out of funds legally available, and share pro-rata in any distributions to holders of Common Stock upon liquidation. The holders of Common Stock will have no conversion, pre-emptive or other subscription rights. Upon any liquidation, dissolution or winding-up of the Company, assets, after the payment of debts and liabilities and any liquidation preferences of, and unpaid dividends on, any class of preferred stock then outstanding, will be distributed pro-rata to the holders of the common stock. The holders of the common stock have no right to require the Company to redeem or purchase their shares. Holders of shares of common stock do not have cumulative voting rights, which means that the holders of more than 50% of the outstanding shares, voting for the election of directors, can elect all of the directors to be elected, if they so choose, and, in that event, the holders of the remaining shares will not be able to elect any of our directors. On October 24, 2022, the Company launched a Tier 2 offering pursuant to Regulation A (also known as “Regulation A+”) with the intent to raise capital through an equity crowdfunding campaign. The Company is offering (this “Offering”) up to 5,000,000 units, each unit consisting of 4 shares of common stock and 4 common stock purchase warrants (“Unit”), being offered at a price range to be determined after qualification pursuant to Rule 253(b). ● The Company had 126,921,301 and 123,587,968 shares of its $0.001 par value common stock issued and outstanding as of September 30, 2023 and June 30, 2023 respectively. ● The Company had 1,950 shares of its B Preferred stock issued and outstanding as of September 30, 2023 and June 30, 2023. During the three months ended September 30, 2023: ● The Company issued 3,333,333 shares of common stock for services with a fair value of $50,000. During the three months ended September 30, 2022: ● The Company issued an aggregate of 100,000 shares of its common stock for services valued at $20,010. ● Holders of the B Preferred converted 810 shares of Series B Preferred Stock into 4,050,000 shares of its common stock. Preferred Stock Series A Preferred Stock The Company is authorized to issue 1,000,000 shares of $0.001 par value per share Preferred Stock. Of the 1,000,000 shares, 10,000 shares were designated as Series A Preferred Stock (“Series A Stock”). Holders of Series A Stock are each entitled to cast 100,000 votes for each share held of record on all matters presented to shareholders. In addition to his ownership of the common stock, Mr. Folkson owns 1,000 shares of the Series A Stock which votes with the Common Stock and has an aggregate of 100,000,000 votes. The Company had 1,000 shares of the Series A Stock issued and outstanding as of September 30, 2023, and June 30, 2023. Series B Preferred Stock In April 2021, the Company designated 5,000 shares of its Preferred Stock as Series B Preferred (the “B Preferred”), each share of which is convertible into 5,000 shares of common stock and 5,000 non-detachable warrants with an initial exercise price of $0.30. During the fiscal years ended June 30, 2023 and 2022, the Company sold 0 and 335 shares of its B Preferred for gross cash proceeds of $0 and $335,000, respectively. These proceeds were used for operating capital. The B Preferred meets the criteria for equity classification and is accounted for as equity transactions. Specifically, among other factors, this qualifies as equity because redemption is not invoked at the option of the holder and the B Preferred does not have to be redeemed on a specified date. During the fiscal year ended June 30, 2023, holders of the B Preferred converted 1,310 shares of B Preferred into 6,550,000 shares of Common Stock. During the fiscal year ended June 30, 2022, holders of the B Preferred converted 1,740 shares of B Preferred into 8,700,000 shares of Common Stock. The Company had 1,950 shares of its B Preferred issued and outstanding as of September 30, 2023, and June 30, 2023. Dividends The Company has never declared dividends, however as set out below, during the fiscal year ended June 30, 2022 and 2021, upon issuance of a total of 335 and 4,665 shares of B Preferred, respectively, the Company recorded a deemed dividend as a result of beneficial conversion feature associated with the transaction. In connection with certain conversion terms provided for in the designation of the B Preferred, pursuant to which each share of B Preferred is convertible into 5,000 shares of common stock and 5,000 warrants, the Company recognized a beneficial conversion feature upon the conclusion of the transaction in the amount of $4,431,387. The beneficial conversion feature was treated as a deemed dividend, and fully amortized on the transaction date due to the fact that the issuance of the B Preferred was classified as equity. During the year ended June 30, 2023 the Company recorded an additional deemed dividend of $1,136,946, fully amortized on the transaction dates, in relation to the B Preferred stock and downward price adjustments to certain warrants. |
Warrants
Warrants | 3 Months Ended |
Sep. 30, 2023 | |
Warrants [Abstract] | |
Warrants | 10. Warrants The following is a summary of the Company’s outstanding common stock purchase warrants. During the fiscal year ended June 30, 2022, holders of the Company’s B Preferred converted 1,740 shares of B Preferred into 8,700,000 shares of Common Stock, along with 8,700,000 warrants. Said warrants are subject to exercise price adjustments resulting from certain financing activities and equity transactions which may increase or decrease the exercise price in in the future. At June 30, 2022, all warrants issued to the Company’s B Preferred holders had an adjusted exercise price of $0.2919. During the fiscal year ended June 30, 2022, 4,000,000 warrants were issued to the holder of outstanding convertible notes with an initial exercise price of $0.25 per share, and 878,260 warrants issued to the placement agent with an initial exercise price of $0.25 per share. The Company valued these warrants using the Black Scholes model utilizing a 143.39% volatility and a risk-free rate of 1.25%. In addition, 167,500 warrants issued to the placement agent with an initial exercise price of $0.20 per share and 167,500 warrants issued to the placement agent with an initial exercise price of $0.30 per share. The Company valued these warrants using the Black Scholes model utilizing a 148.06% volatility and a risk-free rate of 0.83%. During the fiscal year ended June 30, 2022, the Company entered into a warrant agreement with one of the Company’s Directors issuing 100,000 warrants at a strike price of $0.2626 having a term of five years. The Company valued these warrants using the Black Scholes model utilizing a 151.07% volatility and a risk-free rate of 0.79%. During the fiscal year ended June 30, 2022, the Company entered into an Agreement For Shareholder Lock-Up And Acquisition of Warrants (the “Lock-Up Agreement”), with Mr. Folkson, issuing 400,000 warrants at a strike price of $0.30 having a term of one year. The Company valued these warrants using the Black Scholes model utilizing a 107.93% volatility and a risk-free rate of 0.50%. During the fiscal year ended June 30, 2023, holders of the Company’s B Preferred converted 1,310 shares of B Preferred into 6,550,00 During the fiscal year ended June 30, 2023, 2,800,000 warrants were issued to the holder of an outstanding promissory note with an initial exercise price of $0.225 per share, 280,000 warrants were concurrently issued to the Placement Agent with an initial exercise price of $0.225, and a further 119,260 warrants were issued to the Placement Agent with initial exercise price of $0.27 per share. The Company valued these warrants using the Black Scholes model utilizing a 122.42% volatility and a risk-free rate of 3.91%. On October 4, 2022, the Company and the Placement Agent entered into an Addendum to amend their Letter of Engagement to cancel compensatory warrants to purchase 280,000 shares of common stock of the Company and to cancel returnable compensatory warrants to purchase 700,000 shares of Common Stock of the Company for a one-time cash payment of $35,000 and the issuance of 500,000 shares of Common Stock in full satisfaction of compensation earned. During the fiscal year ended June 30, 2023 the Company issued a cumulative 12,870,000 warrants to the holder of outstanding promissory notes, 19,460,000 returnable warrants (which warrants are cancelable in full should the notes be repaid in full on or before maturity), 4,875,189 placement agent warrants, 546,000 returnable placement agent warrants (which warrants are cancelable in full should the notes be repaid in full on or before maturity) and 831,386 warrants to JH Darbie. The warrants were issued at initial exercise prices between $0.033 and $0.12 per share and valued on issuance dates with the Black Scholes model utilizing a volatility from 111.36% and 112.33% and a risk-free rate from 3.41% and 4.18%. During the fiscal year ended June 30, 2023, the Company issued an aggregate of 6,549,128 shares of its Common Stock for the cashless exercise of 4,928,260 original issued stock purchase warrants. During the fiscal year ended June 30, 2023, the Company entered into a warrant agreement with one of the Company’s Directors for the issuance of 100,000 warrants at a strike price of $0.125 having a term of five years. The Company valued these warrants using the Black Scholes model utilizing a 121.75% volatility and a risk-free rate of 4.06%. During the fiscal year ended June 30, 2023, the Company entered into an Agreement For Shareholder Lock-Up And Acquisition of Warrants (the “Lock-Up Agreement”), with Mr. Folkson, issuing 400,000 warrants at a strike price of $0.30 having a term of one year. The Company valued these warrants using the Black Scholes model utilizing a 103.60% volatility and a risk-free rate of 4.30%. During the fiscal year ended June 30, 2023 the Company issued 1,871,800 warrants to various subscribers under its Tier 2 offering pursuant to Regulation A (also known as “Regulation A+”) pursuant to which the Company is offering up to 5,000,000 units at a price of $0.50 per unit, each unit consisting of 4 shares of Common Stock and 4 Common Stock purchase warrants (“Unit”) for exercise at a strike price per Share equal to 125% of the price per share of Common Stock, or $0.15625 per share with a term of 2 years. During the fiscal year ended June 30, 2023, the Company issued an aggregate of 5,750,000 shares of its Common Stock for cash exercise of 5,750,000 original issued stock purchase warrants at $0.05 per share. The Company received net proceeds of $276,066. In addition, as incentive to induce the aforementioned warrant holders to exercise existing warrants, the Company issued an aggregate of 6,900,000 replacement warrants to investors and placement agents. The warrants were issued at initial exercise prices between $0.05 and $0.125 per share and valued on issuance dates with the Black Scholes model utilizing a volatility from 110.80% and 111.31% and a risk-free rate from 3.69% and 4.27%. A total of $377,560 was expensed on issuance as financing costs. During the fiscal year ended June 30, 2023, the Company issued 1,000,000 retainer warrants under an Amendment and Addendum to Letter of Engagement agreement at a strike price of $.033. The warrants included a provision for cashless exercise and carried a 5 years term. The Company valued these warrants using the Black Scholes model utilizing a 113.71% volatility and a risk-free rate of 3.69%. The Company recorded the value of the retainer warrants as consulting expenses. During the fiscal year ended June 30, 2023, under the terms of a Warrant Exchange Agreement, among other agreements, SC exchanged an aggregate of 16,181,393 of its existing warrants originally issued in fiscal 2021 with initial exercise prices ranging from $0.20 to $0.30, the exercise price of which had been subject to downward price adjustments following issuance and were exercisable at $0.0747 per share as a result of anti-dilution provisions as of February 2023, for a like amount of new warrants to purchase Company Common Stock at a price per share capped at $0.0747 (the “New Warrants”). During the three months ended September 30, 2023, the Company issued cumulative 650,000 warrants to the holder of outstanding promissory notes, and 21,250 warrants to JH Darbie as commission fees. The warrants were issued at initial exercise prices between $0.10 and $0.12 per share and valued on issuance dates with the Black Scholes model utilizing a volatility at 124.86% and a risk-free rate at 4.38%. During the three months ended September 30, 2023, 7,000,000 returnable warrants became non-returnable warrants as a result of the Company’s default on certain debt obligations and $699,350 was recorded as additional financing costs. During the three months ended September 30, 2023, a total of B Preferred into Common Stock were adjusted as a result of certain antidilution clauses resulting in a total of 24,098,865 outstanding share purchase warrants with a downward adjusted exercise price of $0.1324 per share. Certain warrants in the below table include dilution protection for the warrant holders, which could cause the exercise price to be adjusted either higher or lower as a result of various financing events and stock transactions. The result of the warrant exercise price downward adjustment on modification date is treated as a deemed dividend and fully amortized on the transaction date. In addition to the reduction in exercise price, with certain warrants there is a corresponding increase to the number of warrants to the holder on a prorated basis. Under certain conditions, such as the successful retirement of a convertible note through repayment, it is possible for the exercise price of these warrants to increase and for the number of warrants outstanding to decrease. The aggregate intrinsic value of the warrants as of September 30, 2023 is $3,299,000 The aggregate intrinsic value of the warrants as of June 30, 2023 was $4,215,000. Exercise June 30, Issued Repricing Exercised Others Cancelled Expired Redeemed September 30, $ 0.03333 70,935,941 - 65,475,796 - - - - - 136,411,737 $ 0.0747 16,181,392 - - - - - - - 16,181,392 $ 0.1000 600,000 650,000 (600,000 ) - - - - - 650,000 $ 0.1200 - 21,250 (21,250 ) - - - - - - $ 0.1250 100,000 - - - - - - - 100,000 $ 0.1380 23,147,255 - (23,147,255 ) - - - - - - $ 0.1324 - - 24,098,865 - - - - - 24,098,865 $ 0.1563 1,871,800 - - - - - - - 1,871,800 $ 0.2626 100,000 - - - - - - - 100,000 $ 0.3000 400,000 7,000,000 (7,000,000 ) - - - - - 400,000 $ 0.5000 500,000 - - - - - - - 500,000 113,836,388 7,671,250 58,806,156 - - - - - 180,313,794 Returnable Warrants A cumulative total of 18,956,523 Returnable Warrants issued in conjunction with a financing agreement dated as of September 23, 2022, and a MFN agreement entered into concurrently on September 23, 2022 (ref: Note 8 above) may only be exercised in the event that the Company were to default on certain debt obligations. The Returnable Warrants have an initial exercise price of $0.30 per share, subject to customary adjustments (including price-based anti-dilution adjustments) and may be exercised at any time after an Event of Default until the five-year anniversary of such date. The Returnable Warrants include a cashless exercise provision as set forth therein. The exercise of the Returnable Warrants are subject to a beneficial ownership limitation of 4.99% of the number of shares of Common Stock outstanding immediately after giving effect to such exercise. In the event of the Company’s failure to timely deliver shares of Common Stock upon exercise of the Returnable Warrants, the Company would be obligated to pay a “Buy-In” amount pursuant to the terms of the Returnable Warrants. On December 29, 2022, upon an event of default as defined under the MFN agreement, 5,434,785 returnable warrants issued to each of the Purchasers under the MFN Agreement, and 1,086,957 returnable warrants issued to the Placement Agent, were triggered and valued using the Black Scholes model with a volatility of 124.14% and a risk-free rate of 3.94% resulting in financing expenses recorded as additional financing costs in the cumulative amount of $1,085,780. In February, the Company issued 3,800,000 shares of its common stock in exchange for the return of 10,869,566 returnable warrants. The warrants issued to the Placement Agent remained available for exercise. During the fiscal year ended June 30, 2023, the Company issued cumulative 12,460,000 returnable warrants to the Purchasers of certain convertible notes issued after September 2022, and cumulative 546,000 returnable warrants to the Placement Agent. Any expense related to such warrants will be recorded in a future reporting period and only in the event the Company defaults on certain debt obligations. These returnable warrants were initially valued using the Black Scholes model with a volatility of between 111.36% and 112.33% and a risk-free rate of between 3.67% and 3.91% resulting in contingent expenses to be recorded as additional financing costs in the cumulative amount of $809,800, which amount will be recorded in a future reporting period, only in the event the Company defaults on certain debt obligations. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 3 Months Ended |
Sep. 30, 2023 | |
Fair Value of Financial Instruments [Abstract] | |
Fair Value of Financial Instruments | 11. Fair Value of Financial Instruments ● Cash and Equivalents, Receivables, Other Current Assets, Short-Term Debt, Accounts Payable, Accrued and Other Current Liabilities. ● The carrying amounts of these items approximated fair value. ● Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. To increase the comparability of fair value measures, Financial Accounting Standards Board (“FASB”) ASC Topic 820-10-35 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurements). Level 1 — Valuations based on quoted prices for identical assets and liabilities in active markets. Level 2 — Valuations based on observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data. Level 3 — Valuations based on unobservable inputs reflecting our own assumptions, consistent with reasonably available assumptions made by other market participants. These valuations require significant judgment. At September 30, 2023 and June 30, 2023, the Company had no outstanding derivative liabilities. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies | 12. Commitments and Contingencies: ● The Company has entered into certain consulting agreements which carry commitments to pay advisors and consultants should certain events occur. An agreement is in place with one Company Advisor that calls for total compensation over the four-year Advisor Agreement of 500,000 warrants with an exercise price of $0.15 per share, of which all have vested. ● CEO Sean Folkson has a twelve-month consulting agreement which went into effect on January 1, 2022, and continues on a monthly basis, which will reward him with bonuses earned of 1,000,000 warrants at a strike price of $0.50 when the Company records its first quarter with revenues over $1,000,000, an additional 3,000,000 warrants with a $0.50 strike price when the Company records its first quarter with revenues over $3,000,000, and an additional 3,000,000 warrants with a $1 strike price when the Company records its first quarter with revenues over $5,000,000. Mr. Folkson will also be awarded warrants with a strike price of $0.50 should the Company exceed $500,000 in non-traditional retail channel revenue during the term of the agreement, and should the Company enter into a product development or distribution partnership with a multi-national food & beverage conglomerate during the term of the Agreement. As of September 30, 2023 and June 30, 2023, those conditions were not met and therefore nothing was accrued related to this arrangement. ● Litigation: From time to time, we may become involved in various lawsuits and legal proceedings, which arise, in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. The Company is not aware of any such legal proceedings that we believe will have, individually or in the aggregate, a material adverse effect on our business, financial condition or operating results. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 13. Related Party Transactions ● During the third quarter of Fiscal Year 2015, Mr. Folkson began accruing a consulting fee of $6,000 per month which the aggregate of $18,000 is reflected in professional fees for the three months ended September 30, 2023 and 2022. At September 30, 2023 and June 30, 2023 Mr. Folkson was owed $45,000 and $33,000 in unpaid consulting fees which amounts are included on the balance sheets in accounts payable and accrued liabilities- related party. ● On January 20, 2023, the Company entered into the Lock-Up Agreement with Mr. Folkson. For purposes of the Lock-Up Agreement, Mr. Folkson is the direct or indirect owner of 16,776,591 shares of the Company’s common stock (the “Shares”), and Mr. Folkson has agreed to not transfer, sell, or otherwise dispose of any Shares through February 4, 2023. The Lock-Up Agreement is substantially similar to, and serves as an extension of, the lock-up agreement previously in place between the Company and Mr. Folkson, which expired in accordance with its terms on February 4, 2022. The Lock-Up Agreement further provides, in exchange for the agreement to lock up the Shares, that Mr. Folkson shall receive warrants to acquire 400,000 shares of Company Common Stock ● Folkson Loan On February 7, 2023, Sean Folkson, the Chairman and CEO of the Company, loaned $40,000 to the Company, which was evidenced by a promissory note (the “Folkson Note”). The maturity date under the Folkson Note is February 7, 2024. The Folkson Note bears interest at a fixed rate of 12.0% per annum, and shall be payable on the maturity date. Notwithstanding the foregoing, the Company shall not make any payment to Mr. Folkson under the Folkson Note, whether of principal or interest, and whether or not on the maturity date when due and payable, unless and until all indebtedness of the Company owed or owing to each of Mast Hill, Puritan Partners and Verition has been repaid in full. The Folkson Note has customary events of default. Mr. Folkson was owed $43,076 and $41,876 as of September 30, 2023 and June 30, 2023, respectively, which amounts are included on the balance sheets in accounts payable and accrued liabilities- related party. The Company intends to use the proceeds from the Folkson Note for working capital. ● In addition, at September 30, 2023 and June 30, 2023, respectively, there was $44,625 and $27,000 in unpaid directors fees which amounts are included on the balance sheets n accounts payable and accrued liabilities- related party. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Sep. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | 15. Subsequent Events On October 6, 2023, Nightfood Holdings, Inc. (the “Company”) consummated the transactions pursuant to a Securities Purchase Agreement (the “Purchase Agreement”) dated as of October 5, 2023 (the “Effective Date”) and issued and sold to Mast Hill Fund, L.P. (“Mast Hill”), a Promissory Note (the “Note”) in the principal amount of $62,000.00 (actual amount of purchase price of $52,700 plus an original issue discount (“OID”) in the amount of $9,300). On November 17, 2023 (the “Issuance Date”), the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) dated as of November 16, 2023, and issued and sold to Mast Hill Fund, L.P. (“Mast Hill”), a Promissory Note (the “MH Note”) in the principal amount of $62,000 (actual amount of purchase price of $52,700 plus an original issue discount (“OID”) in the amount of $9,300). Mast Hill has the right, at any time on or following the date that an Event of Default occurs to convert all or any portion of the then outstanding and unpaid Principal Amount and interest, to convert all or any portion of the then outstanding and unpaid principal amount and interest (including any default interest) into Common Stock, at a conversion price of $0.033, subject to customary adjustments as provided in the Note for stock dividends and stock splits, rights offerings, pro rata distributions, fundamental transactions and dilutive issuances. On December 7, 2023 (the “Issuance Date”), the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) dated as of December 6, 2023, and issued and sold to Mast Hill Fund, L.P. (“Mast Hill”), a Promissory Note (the “MH Note”) in the principal amount of $170,588 (actual amount of purchase price of $145,000 plus an original issue discount (“OID”) in the amount of $25,588). The use of proceeds from the sale of the MH Note is strictly for expenses related to ongoing acquisition and uplist activity and for no other purpose. The maturity date of the MH Note is the 12-month anniversary of the Issuance Date, and is the date upon which the principal amount, the OID, as well as any accrued and unpaid interest and other fees, shall be due and payable. Mast Hill has the right, at any time on or following the date that an event of default occurs under the Note, to convert all or any portion of the then outstanding and unpaid Principal Amount and interest (including any default interest) into Common Stock, at a conversion price of $0.033, subject to customary adjustments as provided in the MH Note for stock dividends and stock splits, rights offerings, pro rata distributions, fundamental transactions and dilutive issuances. The Company has evaluated events for the period through the date of the issuance of these financial statements and determined that there are no additional events requiring disclosure. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 3 Months Ended |
Sep. 30, 2023 | |
Summary of Significant Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates ● The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Estimates are used in the determination of depreciation and amortization, the valuation for non-cash issuances of common stock, and the website, income taxes and contingencies, valuing convertible preferred stock for a “beneficial conversion feature” (“BCF”) and warrants among others. |
Cash and Cash Equivalents | Cash and Cash Equivalents ● The Company classifies as cash and cash equivalents amounts on deposit in the banks and cash temporarily in various instruments with original maturities of three months or less at the time of purchase. The Company places its cash and cash equivalents on deposit with financial institutions in the United States. The Federal Deposit Insurance Corporation (“FDIC”) covers $250,000 for substantially all depository accounts. The Company from time to time may have amounts on deposit in excess of the insured limits. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments ● Statement of financial accounting standard FASB Topic 820, Disclosures about Fair Value of Financial Instruments, requires that the Company disclose estimated fair values of financial instruments. The carrying amounts reported in the statements of financial position for assets and liabilities qualifying as financial instruments are a reasonable estimate of fair value. |
Inventories | Inventories ● Inventories consisting of packaged food items and supplies are stated at the lower of cost (FIFO) or net realizable value, including provisions for spoilage commensurate with known or estimated exposures which are recorded as a charge to cost of sales during the period spoilage is incurred. The Company has no minimum purchase commitments with its vendors. During the three months ended September 30, 2023 the Company wrote down inventory balances by $113,196 as a result of damage, loss and spoilage. |
Advertising Costs | Advertising Costs ● Advertising costs are expensed when incurred and are included in advertising and promotional expense in the accompanying statements of operations. Although not traditionally thought of by many as “advertising costs”, the Company includes expenses related to graphic design work, package design, website design, domain names, and product samples in the category of “advertising costs”. The Company recorded advertising costs of ($7,131) and $37,166 for the three months ended September 30, 2023 and 2022, respectively. |
Income Taxes | Income Taxes ● The Company has not generated any taxable income, and, therefore, no provision for income taxes has been provided. Deferred income taxes are reported for timing differences between items of income or expense reported in the financial statements and those reported for income tax purposes in accordance with FASB Topic 740, “Accounting for Income Taxes”, which requires the use of the asset/liability method of accounting for income taxes. Deferred income taxes and tax benefits are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and for tax loss and credit carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The Company provides for deferred taxes for the estimated future tax effects attributable to temporary differences and carry-forwards when realization is more likely than not. ● A valuation allowance has been recorded to fully offset the deferred tax asset even though the Company believes it is more likely than not that the assets will be utilized ● The Company’s effective tax rate differs from the statutory rates associated with taxing jurisdictions because of permanent and temporary timing differences as well as a valuation allowance. |
Revenue Recognition | Revenue Recognition ● The Company generates its revenue by selling its nighttime snack products wholesale to retailers and wholesalers. All sources of revenue are recorded pursuant to FASB Topic 606 Revenue Recognition, to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This includes a five-step framework that requires an entity to: (i) identify the contract(s) with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract, and (v) recognize revenue when the entity satisfies a performance obligation. In addition, this revenue generation requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. ● The Company revenue from contracts with customers provides that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ● The Company incurs costs associated with product distribution, such as freight and handling costs. The Company has elected to treat these costs as fulfillment activities and recognizes these costs at the same time that it recognizes the underlying product revenue. As this policy election is in line with the Company’s previous accounting practices, the treatment of shipping and handling activities under FASB Topic 606 did not have any impact on the Company’s results of operations, financial condition and/or financial statement disclosures. ● The adoption of ASC 606 did not result in a change to the accounting for any of the Company’s revenue streams that are within the scope of the amendments. The Company’s services that fall within the scope of ASC 606 are recognized as revenue as the Company satisfies its obligation to the customer. ● In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers, which updates revenue recognition guidance relating to contracts with customers. This standard states that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This standard is effective for annual reporting periods, and interim periods therein, beginning after July 1, 2018. The Company adopted ASU 2014-09 and its related amendments (collectively known as “ASC 606”) during the first quarter of fiscal 2019 using the full retrospective method. ● Management reviewed ASC 606-10-32-25 which states “Consideration payable to a customer includes cash amounts that an entity pays, or expects to pay, to the customer (or to other parties that purchase the entity’s goods or services from the customer). Consideration payable to a customer also includes credit or other items (for example, a coupon or voucher) that can be applied against amounts owed to the entity (or to other parties that purchase the entity’s goods or services from the customer). An entity shall account for consideration payable to a customer as a reduction of the transaction price and, therefore, of revenue unless the payment to the customer is in exchange for a distinct good or service (as described in paragraphs 606-10-25-18 through 25-22) that the customer transfers to the entity. If the consideration payable to a customer includes a variable amount, an entity shall estimate the transaction price (including assessing whether the estimate of variable consideration is constrained) in accordance with paragraphs 606-10-32-5 through 32-13.” ● If the consideration payable to a customer is a payment for a distinct good service, then in accordance with ASC 606-10-32-26, the entity should account for it the same way that it accounts for other purchases from suppliers (expense). Further, “if the amount of consideration payable to the customer exceeds the fair value of the distinct good or service that the entity receives from the customer, then the entity shall account for such an excess as a reduction of the transaction price. If the entity cannot reasonably estimate the fair value of the good or service received from the customer, it shall account for all of the consideration payable to the customer as a reduction of the transaction price.” ● Under ASC 606-10-32-27, if the consideration payable to a customer is accounted for as a reduction of the transaction price, “an entity shall recognize the reduction of revenue when (or as) the later of either of the following events occurs: a) The entity recognizes revenue for the transfer of the related goods or services to the customer. b) The entity pays or promises to pay the consideration (even if the payment is conditional on a future event). That promise might be implied by the entity’s customary business practices.” ● Management reviewed each arrangement to determine if each fee paid is for a distinct good or service and should be expensed as incurred or if the Company should recognize the payment as a reduction of revenue. ● The Company recognizes revenue upon shipment based on meeting the transfer of control criteria. The Company has made a policy election to treat shipping and handling as costs to fulfill the contract, and as a result, any fees received from customers are included in the transaction price allocated to the performance obligation of providing goods with a corresponding amount accrued within cost of sales for amounts paid to applicable carriers. |
Concentration of Credit Risk | Concentration of Credit Risk ● Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash deposits at financial institutions. At various times during the year, the Company may exceed the federally insured limits. To mitigate this risk, the Company places its cash deposits only with high credit quality institutions. Management believes the risk of loss is minimal. At September 30, 2023 and June 30, 2023, the Company did not have any uninsured cash deposits. |
Beneficial Conversion Feature | Beneficial Conversion Feature ● For conventional convertible debt where the rate of conversion is below market value, the Company records any BCF intrinsic value as additional paid in capital and related debt discount. ● When the Company records a BCF, the relative fair value of the BCF is recorded as a debt discount against the face amount of the respective debt instrument. The discount is amortized over the life of the debt. If a conversion of the underlying debt occurs, a proportionate share of the unamortized amounts is immediately expensed. Beneficial Conversion Feature – Series B Preferred Stock (deemed dividend): Each share of the Company’s Series B Preferred Stock, par value $0.001 per share (the “B Preferred” or “B Preferred Stock”) has a liquidation preference of $1,000 and has no voting rights except as to matters pertaining to the rights and privileges of the B Preferred. Each share of B Preferred is convertible at the option of the holder thereof into (i) 5,000 shares of the Registrant’s common stock (one share for each $0.20 of liquidation preference) (the “Conversion Shares”) and (ii) 5,000 common stock purchase warrants, expiring April 16, 2026 (the “Warrants”). The Warrants carried an initial exercise price of $0.30 per share. Subsequent financing events and debt extinguishment resulted in adjustments to the exercise price of all warrants created from conversion of B Preferred from $0.30 per share to approximately $0.1324 per share through September 30, 2023. The exercise price of these warrants can continue to adjust as the result of subsequent financing events and stock transactions. These adjustments can result in an exercise price that is either higher, or lower, than the price as of September 30, 2023. Based on the guidance in ASC 470-20-20, on issuance date the Company determined that a BCF existed, as the effective conversion price for the B Preferred at issuance was less than the fair value of the common stock which the shares of B Preferred are convertible into. A BCF feature based on the intrinsic value of the date of issuances for the B Preferred through June 30, 2022 was approximately $4.4 million. During the year ended June 30, 2023 the Company recorded an additional deemed dividend of approximately $1.1 million in relation to the B Preferred stock and downward price adjustments to certain warrants. |
Debt Issue Costs | Debt Issue Costs ● The Company may pay debt issue costs in connection with raising funds through the issuance of debt whether convertible or not or with other consideration. These costs are recorded as debt discounts and are amortized over the life of the debt to the statement of operations. |
Equity Issuance Costs | Equity Issuance Costs ● The Company accounts for costs related to the issuance of equity as a charge to Paid in Capital and records the equity transaction net of issuance costs. |
Original Issue Discount | Original Issue Discount ● If debt is issued with an original issue discount, the original issue discount is recorded to debt discount, reducing the face amount of the note and is amortized over the life of the debt to the statement of operations as interest expense. If a conversion of the underlying debt occurs, a proportionate share of the unamortized amounts is immediately expensed. |
Stock Settled Debt | Stock Settled Debt ● In certain instances, the Company will issue convertible notes which contain a provision in which the price of the conversion feature is priced at a fixed discount to the trading price of the Company’s common shares as traded in the over-the-counter market. In these instances, the Company records a liability, in addition to the principal amount of the convertible note, as stock-settled debt for the fixed value transferred to the convertible note holder from the fixed discount conversion feature. |
Stock-Based Compensation | Stock-Based Compensation ● The Company accounts for share-based awards issued to employees in accordance with FASB ASC 718. Accordingly, employee share-based payment compensation is measured at the grant date, based on the fair value of the award, and is recognized as an expense over the requisite service period. Additionally, share-based awards to non-employees are expensed over the period in which the related services are rendered at their fair value. The Company applies ASC 718, “Equity Based Payments to Non-Employees”, with respect to options and warrants issued to non-employees. |
Customer Concentration | Customer Concentration ● In the three-month period ended September 30, 2023, we had one customer which accounted for more than 10% of gross sales. During the three months ended September 30, 2022, the Company had five customers each accounting for sales exceeding 10% of the gross sales. Vendor Concentration ● In the three-month period ended September 30, 2023, one vendor accounted for more than 10% of our costs of goods sold. During the three-month period ended September 30, 2022, one vendor accounted for more than 10% of our costs of goods sold. |
Receivables Concentration | Receivables Concentration ● As of September 30, 2023, the Company had receivables due from nine customers. One accounted for 53% of the total balance, and three of the others each accounted for between 10% and 14% of the outstanding balance. As of June 30, 2023, the Company had receivables due from nine customers, one of who accounted for over 56% of the outstanding balance. Three of the others each accounted for between 10% and 14% of the outstanding balance. |
Income/Loss Per Share | Income/Loss Per Share ● In accordance with ASC Topic 260 – Earnings Per Share, the basic loss per common share is computed by dividing net loss available to common stockholders by the weighted average number of common stock outstanding. Diluted loss per common share is computed similar to basic loss per common share except that the denominator is increased to include the number of additional shares of common stock that would have been outstanding if the potential common stock had been issued and if the additional shares of common stock were dilutive. Potential common stock consists of the incremental common stock issuable upon convertible notes, stock options and warrants, and classes of shares with conversion features. The computation of basic loss per share for the three months ended September 30, 2023 and 2022 excludes potentially dilutive securities because their inclusion would be antidilutive. As a result, the computations of net loss per share for each period presented is the same for both basic and fully diluted losses per share. |
Reclassification | Reclassification ● The Company may make certain reclassifications to prior period amounts to conform with the current year’s presentation. Such reclassifications would not have a material effect on its consolidated statement of financial position, results of operations or cash flows. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements ● In August 2020, the FASB issued ASU 2020-06 to simplify the current guidance for convertible instruments and the derivatives scope exception for contracts in an entity’s own equity. Additionally, the amendments affect the diluted EPS calculation for instruments that may be settled in cash or shares and for convertible instruments. The update also provides for expanded disclosure requirements to increase transparency. For SEC filers, excluding smaller reporting companies, this update is effective for fiscal years beginning after December 15, 2022 including interim periods within those fiscal years. The adoption of this guidance does not materially impact our financial statements and related disclosures. ● The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
Inventories (Tables)
Inventories (Tables) | 3 Months Ended |
Sep. 30, 2023 | |
Inventories [Abstract] | |
Schedule of Inventories | Inventory consists of the following at September 30, 2023 and June 30, 2023: September 30, June 30, Inventory: Finished Goods $ 124,241 $ 163,644 Inventory: Ingredients 28,193 63,734 Inventory: Packaging 8,322 48,824 Total Inventory $ 160,756 $ 276,202 |
Other Current Assets (Tables)
Other Current Assets (Tables) | 3 Months Ended |
Sep. 30, 2023 | |
Other Current Assets [Abstract] | |
Schedule of Other Current Assets | Other current assets consist of the following vendor deposits at September 30, 2023 and June 30, 2023. September 30, June 30, Other Current Assets Prepaid expenses $ 9,020 $ - Deposits 29,396 92,726 TOTAL $ 38,416 $ 92,726 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Liabilities (Tables) | 3 Months Ended |
Sep. 30, 2023 | |
Accounts Payable and Accrued Liabilities [Abstract] | |
Schedule of Other Current Liabilities | Other current liabilities consist of the following at September 30, 2023 and June 30, 2023: September 30, June 30, Interest Payable $ 82,578 $ 40,779 Accounts payable 615,682 563,737 TOTAL $ 698,260 $ 604,516 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Sep. 30, 2023 | |
Debt [Abstract] | |
Schedule of Convertible Notes Payable | Below is a reconciliation of the convertible notes payable as presented on the Company’s balance sheet as of June 30, 2023: Principal Stock-settled Debt Net Value Balance at June 30, 2021 - - - - Convertible notes payable issued during fiscal year ended June 30, 2022 1,086,957 1,086,957 Debt discount associated with new convertible notes (1,018,229 ) (1,018,229 ) Conversion price adjusted from $0.25 to $0.20 217,391 (217,391 ) - Amortization of debt discount 275,423 275,423 Balance at June 30, 2022 1,086,957 217,391 (960,197 ) 344,151 Cash repayment (362,319 ) (362,319 ) Gain on extinguish of portion of principal (72,464 ) (72,464 ) Amortization of debt discount 960,197 960,197 Penalty 181,159 181,159 Conversion price change 1,843,475 1,843,475 Under forbearance Agreement: 58,703 (1,988,402 ) (1,929,699 ) Cash repayment (964,500 ) (964,500 ) Balance at June 30, 2023 - - - - |
Schedule of Exchange of Returnable Warrants for Shares of Common Stock | Below is a reconciliation of the extinguishment of debt relative to the exchange of Returnable Warrants for shares of common stock by the holders: 3,800,000 shares of common stock issued and exchanged for 10,869,566 returnable warrants $ 342,000 Loss on conversion price change in December 31, 2022 1,051,801 Stock settled debt (1,988,402 ) Financing charges due to returnable warrants issued 987,060 Principal increased due to penalty 58,703 Loss on extinguishment $ 392,459 |
Schedule of Interest Expenses with Above Convertible Note | Interest expenses associated with above convertible note are as follows: For Three Months Ended September 30, 2023 2022 Amortization $ - $ 539,570 Interest on the convertible notes - 21,546 Total $ - $ 561,116 For Three Months Ended September 30, 2023 2022 Amortization $ 212,259 $ 4,975 Interest on the convertible notes 41,799 1,400 Total $ 254,058 $ 6,375 |
Schedule of Reconciliation of the Above Debts | Below is a reconciliation of the above debts (Mast Hills Notes and Fourth Man Notes) as presented on the Company’s balance sheet as of September 30, 2023 and June 30, 2023: Principal Debt Net Value Balance at June 30, 2022 - - - Promissory notes payable issued 2,066,823 2,066,823 Principal converted to common stock (16,088 ) (16,088 ) Debt discount associated with Promissory notes (864,713 ) (864,713 ) Amortization of debt discount 305,697 305,697 Balance at June 30, 2023 2,050,735 (559,016 ) 1,491,719 Promissory notes payable issued 60,000 60,000 Debt discount associated with Promissory notes (18,878 ) (18,878 ) Amortization of debt discount 212,259 212,259 Balance at September 30, 2023 $ 2,110,735 $ (365,635 ) $ 1,745,100 |
Warrants (Tables)
Warrants (Tables) | 3 Months Ended |
Sep. 30, 2023 | |
Warrants [Abstract] | |
Schedule of Aggregate Intrinsic Value of the Warrants | The aggregate intrinsic value of the warrants as of September 30, 2023 is $3,299,000 The aggregate intrinsic value of the warrants as of June 30, 2023 was $4,215,000. Exercise June 30, Issued Repricing Exercised Others Cancelled Expired Redeemed September 30, $ 0.03333 70,935,941 - 65,475,796 - - - - - 136,411,737 $ 0.0747 16,181,392 - - - - - - - 16,181,392 $ 0.1000 600,000 650,000 (600,000 ) - - - - - 650,000 $ 0.1200 - 21,250 (21,250 ) - - - - - - $ 0.1250 100,000 - - - - - - - 100,000 $ 0.1380 23,147,255 - (23,147,255 ) - - - - - - $ 0.1324 - - 24,098,865 - - - - - 24,098,865 $ 0.1563 1,871,800 - - - - - - - 1,871,800 $ 0.2626 100,000 - - - - - - - 100,000 $ 0.3000 400,000 7,000,000 (7,000,000 ) - - - - - 400,000 $ 0.5000 500,000 - - - - - - - 500,000 113,836,388 7,671,250 58,806,156 - - - - - 180,313,794 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Jun. 30, 2023 | |
Summary of Significant Accounting Policies [Line Items] | ||||
Federal deposit insurance corporation (in Dollars) | $ 250,000 | |||
Inventory (in Dollars) | 113,196 | |||
Advertising costs (in Dollars) | $ 7,131 | $ 37,166 | ||
Description of beneficial conversion feature | (i) 5,000 shares of the Registrant’s common stock (one share for each $0.20 of liquidation preference) (the “Conversion Shares”) and (ii) 5,000 common stock purchase warrants, expiring April 16, 2026 (the “Warrants”). The Warrants carried an initial exercise price of $0.30 per share. Subsequent financing events and debt extinguishment resulted in adjustments to the exercise price of all warrants created from conversion of B Preferred from $0.30 per share to approximately $0.1324 per share through September 30, 2023. | |||
Intrinsic value (in Dollars per share) | $ 4,400,000 | |||
Additional deemed dividend (in Dollars) | $ 20,771 | $ 345,462 | $ 1,100,000 | |
Customer | 56% | |||
1 Customer [Member] | ||||
Summary of Significant Accounting Policies [Line Items] | ||||
Gross sales rate | 10% | 10% | ||
One Vendor [Member] | ||||
Summary of Significant Accounting Policies [Line Items] | ||||
Gross sales rate | 10% | 10% | ||
Series B Preferred Stock [Member] | ||||
Summary of Significant Accounting Policies [Line Items] | ||||
Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 | ||
Liquidation preference (in Dollars) | $ 1,000 | |||
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Other Customer [Member] | ||||
Summary of Significant Accounting Policies [Line Items] | ||||
Customer | 53% | |||
Accounts Receivable [Member] | Credit Concentration Risk [Member] | Other Customer [Member] | Minimum [Member] | ||||
Summary of Significant Accounting Policies [Line Items] | ||||
Customer | 10% | 10% | ||
Accounts Receivable [Member] | Credit Concentration Risk [Member] | Other Customer [Member] | Maximum [Member] | ||||
Summary of Significant Accounting Policies [Line Items] | ||||
Customer | 14% | 14% |
Going Concern (Details)
Going Concern (Details) - USD ($) | 3 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Jun. 30, 2023 | |
Going Concern [Abstract] | |||
Net loss | $ 1,433,042 | ||
Cash flow used in operations | (89,763) | $ (414,610) | |
Accumulated deficit | $ (36,441,939) | $ (34,988,126) |
Inventories (Details)
Inventories (Details) | Sep. 30, 2023 USD ($) |
Inventories [Abstract] | |
Inventory damage and spoilage | $ 113,196 |
Inventories (Details) - Schedul
Inventories (Details) - Schedule of Inventories - USD ($) | Sep. 30, 2023 | Jun. 30, 2023 |
Schedule of Inventories [Abstract] | ||
Inventory: Finished Goods | $ 124,241 | $ 163,644 |
Inventory: Ingredients | 28,193 | 63,734 |
Inventory: Packaging | 8,322 | 48,824 |
Total Inventory | $ 160,756 | $ 276,202 |
Other Current Assets (Details)
Other Current Assets (Details) - Schedule of Other Current Assets - USD ($) | Sep. 30, 2023 | Jun. 30, 2023 |
Schedule of Other Current Assets [Abstract] | ||
Prepaid expenses | $ 9,020 | |
Deposits | 29,396 | 92,726 |
TOTAL | $ 38,416 | $ 92,726 |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Liabilities (Details) - Schedule of Other Current Liabilities - USD ($) | Sep. 30, 2023 | Jun. 30, 2023 |
Schedule Of Other Current Liabilities Abstract | ||
Interest Payable | $ 82,578 | $ 40,779 |
Accounts payable | 615,682 | 563,737 |
TOTAL | $ 698,260 | $ 604,516 |
Debt (Details)
Debt (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||||||||
Aug. 28, 2023 | Jun. 29, 2023 | Jun. 01, 2023 | May 02, 2023 | Apr. 17, 2023 | Mar. 24, 2023 | Feb. 05, 2023 | Jun. 10, 2022 | Dec. 10, 2021 | Feb. 28, 2023 | Sep. 23, 2022 | Sep. 30, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | Sep. 29, 2023 | Aug. 27, 2023 | Feb. 07, 2023 | Sep. 30, 2022 | |
Debt [Line Items] | ||||||||||||||||||
Purchase of warrant (in Shares) | 1,790,000 | 1,790,000 | 1,790,000 | |||||||||||||||
Interest rate, percentage | 12% | |||||||||||||||||
Fixed price (in Dollars per share) | $ 0.2 | |||||||||||||||||
Warrants at issuance | $ 276,066 | |||||||||||||||||
Gross proceeds | $ 1,000,000 | |||||||||||||||||
Cash placement agent fees | 100,000 | |||||||||||||||||
Legal fees | $ 15,192 | |||||||||||||||||
Purchase warrant (in Shares) | 650,000 | 600,000 | 1,820,000 | 1,820,000 | 7,000,000 | 1,820,000 | 5,434,783 | |||||||||||
Warrants received (in Shares) | 1,086,957 | |||||||||||||||||
Forbearance agreement description | The Company shall pay to each Purchaser in cash the sum of $482,250.00 for the full and complete satisfaction of the Notes, which includes all due and owing principal, interest and penalties notwithstanding anything to the contrary in the Notes, as follows: (i) $250,000.00 on or before February 7, 2023; (ii) $50,000.00 on or before February 28, 2023; (iii) $50,000.00 on or before March 31, 2023; (iv) $50,000.00 on or before April 30, 2023; and (v) $82,250.00 on or before May 31, 2023. | |||||||||||||||||
Interest expense | $ 0 | $ 0 | ||||||||||||||||
Issued warrants (in Shares) | 650,000 | 4,000,000 | ||||||||||||||||
Fees paid | $ 6,840 | |||||||||||||||||
Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 | $ 0.10 | |||||||||||||||
Commission fees | $ 604,800 | |||||||||||||||||
Debt holder | $ 49,995 | |||||||||||||||||
Stock issued | 16,088 | |||||||||||||||||
Interest payable | $ 33,907 | $ 82,578 | $ 40,779 | |||||||||||||||
Common stock issued (in Shares) | 1,500,000 | 126,921,301 | 123,587,968 | |||||||||||||||
Principal amount | $ 200,000 | $ 169,941 | ||||||||||||||||
Exercise price (in Dollars per share) | $ 0.1 | $ 0.1 | $ 0.1 | $ 0.1 | $ 0.1 | $ 0.03333 | $ 0.3 | |||||||||||
Purchase price | $ 55,250 | 170,000 | $ 136,800 | $ 136,800 | $ 136,800 | |||||||||||||
Warrants to purchase shares (in Shares) | 57,000 | 23,021 | ||||||||||||||||
Common stock price per share (in Dollars per share) | $ 0.1 | |||||||||||||||||
Purchase issue amount | $ 9,750 | $ 30,000 | $ 24,141 | $ 24,141 | ||||||||||||||
Warrants (in Shares) | 5,000 | |||||||||||||||||
Common stock (in Shares) | 1,477,272 | |||||||||||||||||
Fourth Man, LLC Promissory Notes [Member] | ||||||||||||||||||
Debt [Line Items] | ||||||||||||||||||
Fees paid | $ 2,550 | |||||||||||||||||
Common stock price per share (in Dollars per share) | $ 0.12 | |||||||||||||||||
Common Stock [Member] | ||||||||||||||||||
Debt [Line Items] | ||||||||||||||||||
Common stock price per share (in Dollars per share) | $ 0.12 | |||||||||||||||||
PA Warrants [Member] | ||||||||||||||||||
Debt [Line Items] | ||||||||||||||||||
Warrants (in Shares) | 878,260 | |||||||||||||||||
Warrants at issuance | $ 170,210 | |||||||||||||||||
Risk-free interest rate | 1.25% | |||||||||||||||||
Expected life | 5 years | |||||||||||||||||
Expected volatility percentage | 142.53% | |||||||||||||||||
Dividend yield percent | 0% | |||||||||||||||||
Warrant [Member] | ||||||||||||||||||
Debt [Line Items] | ||||||||||||||||||
Warrants to purchase shares (in Shares) | 618,079 | |||||||||||||||||
Common stock price per share (in Dollars per share) | $ 0.12 | |||||||||||||||||
Warrant [Member] | Minimum [Member] | ||||||||||||||||||
Debt [Line Items] | ||||||||||||||||||
Common stock price per share (in Dollars per share) | 0.10 | |||||||||||||||||
Warrant [Member] | Maximum [Member] | ||||||||||||||||||
Debt [Line Items] | ||||||||||||||||||
Common stock price per share (in Dollars per share) | $ 0.08 | |||||||||||||||||
Convertible Notes Payable [Member] | ||||||||||||||||||
Debt [Line Items] | ||||||||||||||||||
Warrant exercisable price (in Dollars per share) | $ 0.25 | |||||||||||||||||
Accrued interest | $ 39,452 | $ 43,478 | ||||||||||||||||
Clarke Holdings LLC [Member] | ||||||||||||||||||
Debt [Line Items] | ||||||||||||||||||
Warrants (in Shares) | 878,260 | |||||||||||||||||
Cash commission | $ 100,000 | |||||||||||||||||
Spencer Clarke, LLC [Member] | ||||||||||||||||||
Debt [Line Items] | ||||||||||||||||||
Warrants to purchase shares (in Shares) | 200,000 | |||||||||||||||||
Common stock price per share (in Dollars per share) | $ 0.08 | |||||||||||||||||
Spencer Clarke, LLC [Member] | Minimum [Member] | ||||||||||||||||||
Debt [Line Items] | ||||||||||||||||||
Warrants to purchase shares (in Shares) | 179,000 | |||||||||||||||||
Common stock price per share (in Dollars per share) | $ 0.1 | |||||||||||||||||
Spencer Clarke, LLC [Member] | Maximum [Member] | ||||||||||||||||||
Debt [Line Items] | ||||||||||||||||||
Warrants to purchase shares (in Shares) | 182,000 | |||||||||||||||||
Common stock price per share (in Dollars per share) | $ 0.3 | |||||||||||||||||
Spencer Clarke, LLC [Member] | Warrant [Member] | ||||||||||||||||||
Debt [Line Items] | ||||||||||||||||||
Warrants to purchase shares (in Shares) | 200,000 | |||||||||||||||||
Spencer Clarke, LLC [Member] | Warrant [Member] | Maximum [Member] | ||||||||||||||||||
Debt [Line Items] | ||||||||||||||||||
Common stock price per share (in Dollars per share) | $ 0.30 | |||||||||||||||||
Mast Hill [Member] | ||||||||||||||||||
Debt [Line Items] | ||||||||||||||||||
Principal amount | 169,941 | |||||||||||||||||
Securities Purchase Agreement [Member] | ||||||||||||||||||
Debt [Line Items] | ||||||||||||||||||
Common stock per share (in Dollars per share) | $ 0.2 | |||||||||||||||||
Securities Purchase Agreement [Member] | Convertible Notes Payable [Member] | ||||||||||||||||||
Debt [Line Items] | ||||||||||||||||||
Principal amount | $ 1,086,956.52 | |||||||||||||||||
Original issue discount | $ 1,000,000 | |||||||||||||||||
Original issue discount, percentage | 8% | |||||||||||||||||
Purchase of warrant (in Shares) | 4,000,000 | |||||||||||||||||
Notes payable interest rate | 8% | |||||||||||||||||
Net proceeds amount | $ 500,000 | |||||||||||||||||
Maturity date | Dec. 10, 2022 | |||||||||||||||||
Interest rate, percentage | 8% | |||||||||||||||||
Fixed price (in Dollars per share) | $ 0.25 | |||||||||||||||||
Securities Purchase Agreement [Member] | Convertible Notes Payable [Member] | ||||||||||||||||||
Debt [Line Items] | ||||||||||||||||||
Warrant exercisable price (in Dollars per share) | $ 0.25 | |||||||||||||||||
Securities Purchase Agreement [Member] | Convertible Notes Payable [Member] | Minimum [Member] | ||||||||||||||||||
Debt [Line Items] | ||||||||||||||||||
Outstanding principal interest | 115% | |||||||||||||||||
Securities Purchase Agreement [Member] | Convertible Notes Payable [Member] | Maximum [Member] | ||||||||||||||||||
Debt [Line Items] | ||||||||||||||||||
Outstanding principal interest | 120% | |||||||||||||||||
Forbearance and Exchange Agreement [Member] | ||||||||||||||||||
Debt [Line Items] | ||||||||||||||||||
Restricted redeemable shares (in Shares) | 1,900,000 | |||||||||||||||||
Redeemed per share (in Dollars per share) | $ 0.1109 | |||||||||||||||||
Promissory Notes and Securities Purchase Agreement [Member] | Promissory Notes [Member] | ||||||||||||||||||
Debt [Line Items] | ||||||||||||||||||
Legal fees | $ 7,000 | |||||||||||||||||
Description of securities purchase agreement | On September 23, 2022, the Company entered into a Securities Purchase Agreement and issued and sold to Mast Hill, a Promissory Note in the principal sum of $700,000.00, which amount is the $644,000 actual amount of the purchase price plus an original issue discount in the amount of $56,000. In connection with the issuance of the Promissory Note, the Company issued to the investor warrants to purchase 2,800,000 shares of common stock at an exercise price of $0.225, as well as returnable warrants, which may only be exercised in the event that the Company were to default on certain debt obligations, to purchase 7,000,000 shares of common stock at an exercise price of $0.30, in each case subject to adjustment. The Promissory Note may be converted into Company common stock in the event of an event of default under the Promissory Note by the Company. | |||||||||||||||||
Issued warrants (in Shares) | 5,434,783 | |||||||||||||||||
Returnable warrants term | 5 years | |||||||||||||||||
Exercise price (in Dollars per share) | $ 0.3 | |||||||||||||||||
Conversion price (in Dollars per share) | $ 0.1 | |||||||||||||||||
Associated fees | $ 1,750 | |||||||||||||||||
Prepayment | 750 | |||||||||||||||||
Commission fees | 32,200 | |||||||||||||||||
Promissory Notes and Securities Purchase Agreement [Member] | J.H. Darbie & Co. [Member] | Promissory Notes [Member] | ||||||||||||||||||
Debt [Line Items] | ||||||||||||||||||
Fees paid | $ 32,200 | |||||||||||||||||
Purchase of additional warrant (in Shares) | 119,260 | |||||||||||||||||
Common stock, par value (in Dollars per share) | $ 0.27 | |||||||||||||||||
Promissory Notes and Securities Purchase Agreement [Member] | Spencer Clarke, LLC [Member] | Promissory Notes [Member] | ||||||||||||||||||
Debt [Line Items] | ||||||||||||||||||
Purchase of warrant (in Shares) | 500,000 | |||||||||||||||||
Cash | $ 35,000 | |||||||||||||||||
Mast Hill [Member] | ||||||||||||||||||
Debt [Line Items] | ||||||||||||||||||
Purchase warrant (in Shares) | 6,900,000 | |||||||||||||||||
Principal amount | $ 169,941 | $ 619,000 | ||||||||||||||||
Actual amount | 526,150 | |||||||||||||||||
Original issue discount | $ 92,850 | $ 24,141 | ||||||||||||||||
Exercise price (in Dollars per share) | $ 0.1 | $ 0.1 | $ 0.1 | |||||||||||||||
Cash fee | $ 13,680 | |||||||||||||||||
Mast Hill [Member] | Warrant [Member] | ||||||||||||||||||
Debt [Line Items] | ||||||||||||||||||
Common stock price per share (in Dollars per share) | $ 0.08 | |||||||||||||||||
Mast Hill [Member] | J.H. Darbie & Co. [Member] | ||||||||||||||||||
Debt [Line Items] | ||||||||||||||||||
Purchase of warrant (in Shares) | 219,230 | |||||||||||||||||
Fees paid | $ 10,000 | |||||||||||||||||
Common stock, par value (in Dollars per share) | $ 0.12 | |||||||||||||||||
Mast Hill [Member] | Spencer Clarke, LLC [Member] | ||||||||||||||||||
Debt [Line Items] | ||||||||||||||||||
Cash | $ 52,615 | |||||||||||||||||
Mast Hill [Member] | Spencer Clarke, LLC [Member] | Minimum [Member] | ||||||||||||||||||
Debt [Line Items] | ||||||||||||||||||
Purchase of warrant (in Shares) | 690,000 | |||||||||||||||||
Mast Hill [Member] | Spencer Clarke, LLC [Member] | Maximum [Member] | ||||||||||||||||||
Debt [Line Items] | ||||||||||||||||||
Purchase of warrant (in Shares) | 700,000 | |||||||||||||||||
Mast Hill [Member] | Spencer Clarke, LLC [Member] | First Warrants [Member] | ||||||||||||||||||
Debt [Line Items] | ||||||||||||||||||
Purchase of warrant (in Shares) | 619,000 | |||||||||||||||||
Common stock, par value (in Dollars per share) | $ 0.1 | |||||||||||||||||
Mast Hill [Member] | Spencer Clarke, LLC [Member] | First Warrants [Member] | Minimum [Member] | ||||||||||||||||||
Debt [Line Items] | ||||||||||||||||||
Common stock, par value (in Dollars per share) | 0.1 | |||||||||||||||||
Mast Hill [Member] | Spencer Clarke, LLC [Member] | First Warrants [Member] | Maximum [Member] | ||||||||||||||||||
Debt [Line Items] | ||||||||||||||||||
Common stock, par value (in Dollars per share) | $ 0.3 | |||||||||||||||||
J.H. Darbie & Co. [Member] | ||||||||||||||||||
Debt [Line Items] | ||||||||||||||||||
Warrants (in Shares) | 298,875 | |||||||||||||||||
Fees paid | $ 6,840 | $ 2,763 | ||||||||||||||||
Warrants to purchase shares (in Shares) | 57,000 | |||||||||||||||||
Common stock price per share (in Dollars per share) | $ 0.12 | |||||||||||||||||
J.H. Darbie & Co. [Member] | Warrants [Member] | ||||||||||||||||||
Debt [Line Items] | ||||||||||||||||||
Legal fees | $ 6,840 | |||||||||||||||||
Spencer Clarke, LLC [Member] | ||||||||||||||||||
Debt [Line Items] | ||||||||||||||||||
Warrants (in Shares) | 1,111,110 | |||||||||||||||||
Exercise price (in Dollars per share) | $ 0.033 | |||||||||||||||||
Warrants to purchase shares (in Shares) | 57,000 | |||||||||||||||||
Cash fee | $ 13,680 | |||||||||||||||||
Warrants (in Shares) | 182,000 | |||||||||||||||||
Spencer Clarke, LLC [Member] | Warrant [Member] | ||||||||||||||||||
Debt [Line Items] | ||||||||||||||||||
Common stock price per share (in Dollars per share) | $ 0.033 | |||||||||||||||||
Warrants to purchase shares (in Shares) | 200,000 | |||||||||||||||||
Spencer Clarke, LLC [Member] | Warrant [Member] | Minimum [Member] | ||||||||||||||||||
Debt [Line Items] | ||||||||||||||||||
Warrants to purchase shares (in Shares) | 179,000 | |||||||||||||||||
Spencer Clarke, LLC [Member] | Warrant [Member] | Maximum [Member] | ||||||||||||||||||
Debt [Line Items] | ||||||||||||||||||
Warrants to purchase shares (in Shares) | 182,000 | |||||||||||||||||
Common stock price per share (in Dollars per share) | $ 0.10 | |||||||||||||||||
Warrants to purchase shares (in Shares) | 182,000 | |||||||||||||||||
Spencer Clarke, LLC [Member] | Warrants [Member] | Minimum [Member] | ||||||||||||||||||
Debt [Line Items] | ||||||||||||||||||
Warrants to purchase shares (in Shares) | 179,000 | |||||||||||||||||
J.H. Darbie & Co., Inc. [Member] | ||||||||||||||||||
Debt [Line Items] | ||||||||||||||||||
Exercise price (in Dollars per share) | $ 0.05688 | |||||||||||||||||
Fourth Man, LLC [Member] | ||||||||||||||||||
Debt [Line Items] | ||||||||||||||||||
Purchase warrant (in Shares) | 1,969,697 | |||||||||||||||||
Principal amount | $ 65,000 | |||||||||||||||||
Fourth Man, LLC Promissory Notes [Member] | ||||||||||||||||||
Debt [Line Items] | ||||||||||||||||||
Purchase warrant (in Shares) | 3,333,333 | |||||||||||||||||
Principal amount | $ 60,000 | |||||||||||||||||
Exercise price (in Dollars per share) | $ 0.1 | |||||||||||||||||
Purchase price | 51,000 | |||||||||||||||||
Warrants to purchase shares (in Shares) | 21,250 | |||||||||||||||||
Purchase issue amount | $ 9,000 | |||||||||||||||||
Common stock (in Shares) | 1,666,667 |
Debt (Details) - Schedule of C
Debt (Details) - Schedule of Convertible Notes Payable - USD ($) | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Principal [Member] | ||
Debt (Details) - Schedule of Convertible Notes Payable [Line Items] | ||
Balance at beginning | $ 1,086,957 | |
Balance at ending | 1,086,957 | |
Convertible notes payable issued during fiscal year ended June 30, 2022 | 1,086,957 | |
Cash repayment | (964,500) | |
Penalty | 181,159 | |
Under forbearance Agreement: | 58,703 | |
Principal [Member] | Cash repayment [Member] | ||
Debt (Details) - Schedule of Convertible Notes Payable [Line Items] | ||
Cash repayment | (362,319) | |
Stock settled Debt [Member] | ||
Debt (Details) - Schedule of Convertible Notes Payable [Line Items] | ||
Balance at beginning | 217,391 | |
Balance at ending | 217,391 | |
Conversion price adjusted from $0.25 to $0.20 | 217,391 | |
Gain on extinguish of portion of principal | (72,464) | |
Conversion price change | 1,843,475 | |
Under forbearance Agreement: | (1,988,402) | |
Debt Discount [Member] | ||
Debt (Details) - Schedule of Convertible Notes Payable [Line Items] | ||
Balance at beginning | (960,197) | |
Balance at ending | (960,197) | |
Debt discount associated with new convertible notes | (1,018,229) | |
Conversion price adjusted from $0.25 to $0.20 | (217,391) | |
Amortization of debt discount | 960,197 | 275,423 |
Net Value [Member] | ||
Debt (Details) - Schedule of Convertible Notes Payable [Line Items] | ||
Balance at beginning | 344,151 | |
Balance at ending | 344,151 | |
Convertible notes payable issued during fiscal year ended June 30, 2022 | 1,086,957 | |
Debt discount associated with new convertible notes | (1,018,229) | |
Conversion price adjusted from $0.25 to $0.20 | ||
Cash repayment | (964,500) | |
Gain on extinguish of portion of principal | (72,464) | |
Amortization of debt discount | 960,197 | $ 275,423 |
Penalty | 181,159 | |
Conversion price change | 1,843,475 | |
Under forbearance Agreement: | (1,929,699) | |
Net Value [Member] | Cash repayment [Member] | ||
Debt (Details) - Schedule of Convertible Notes Payable [Line Items] | ||
Cash repayment | $ (362,319) |
Debt (Details) - Schedule of_2
Debt (Details) - Schedule of Convertible Notes Payable (Parentheticals) - Net Value [Member] | Jun. 30, 2022 $ / shares |
Maximum [Member] | |
Debt (Details) - Schedule of Convertible Notes Payable (Parentheticals) [Line Items] | |
Conversion price adjusted | $ 0.25 |
Minimum [Member] | |
Debt (Details) - Schedule of Convertible Notes Payable (Parentheticals) [Line Items] | |
Conversion price adjusted | $ 0.2 |
Debt (Details) - Schedule of E
Debt (Details) - Schedule of Exchange of Returnable Warrants for Shares of Common Stock | 3 Months Ended |
Sep. 30, 2022 USD ($) shares | |
Schedule of Exchange of Returnable Warrants for Shares of Common Stock [Abstract] | |
3,800,000 shares of common stock issued and exchanged for 10,869,566 returnable warrants | $ 342,000 |
Loss on conversion price change in December 31, 2022 (in Shares) | shares | 1,051,801 |
Stock settled debt | $ (1,988,402) |
Financing charges due to returnable warrants issued | 987,060 |
Principal increased due to penalty | 58,703 |
Loss on extinguishment | $ 392,459 |
Debt (Details) - Schedule of_3
Debt (Details) - Schedule of Exchange of Returnable Warrants for Shares of Common Stock (Parentheticals) | 3 Months Ended |
Sep. 30, 2022 shares | |
Schedule of Exchange of Returnable Warrants for Shares of Common Stock [Abstract] | |
Shares of common stock issued returnable warrants | 3,800,000 |
Shares of common stock exchanged for returnable warrants | 10,869,566 |
Debt (Details) - Schedule of I
Debt (Details) - Schedule of Interest Expenses with Above Convertible Note - USD ($) | 3 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Debt (Details) - Schedule of Interest Expenses with Above Convertible Note [Line Items] | ||
Amortization | $ 539,570 | |
Interest on the convertible notes | 21,546 | |
Total | 561,116 | |
Fourth Man, LLC Promissory Notes [Member] | ||
Debt (Details) - Schedule of Interest Expenses with Above Convertible Note [Line Items] | ||
Amortization | 212,259 | 4,975 |
Interest on the convertible notes | 41,799 | 1,400 |
Total | $ 254,058 | $ 6,375 |
Debt (Details) - Schedule of R
Debt (Details) - Schedule of Reconciliation of the Above Debts - USD ($) | 3 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Jun. 30, 2023 | |
Principal [Member] | ||
Debt (Details) - Schedule of Reconciliation of the Above Debts [Line Items] | ||
Balance at beginning | $ 2,050,735 | |
Promissory notes payable issued | 60,000 | 2,066,823 |
Principal converted to common stock | (16,088) | |
Balance at ending | 2,110,735 | 2,050,735 |
Debt Discount [Member] | ||
Debt (Details) - Schedule of Reconciliation of the Above Debts [Line Items] | ||
Balance at beginning | (559,016) | |
Debt discount associated with Promissory notes | (18,878) | (864,713) |
Amortization of debt discount | 212,259 | 305,697 |
Balance at ending | (365,635) | (559,016) |
Net Value [Member] | ||
Debt (Details) - Schedule of Reconciliation of the Above Debts [Line Items] | ||
Balance at beginning | 1,491,719 | |
Promissory notes payable issued | 60,000 | 2,066,823 |
Principal converted to common stock | (16,088) | |
Debt discount associated with Promissory notes | (18,878) | (864,713) |
Amortization of debt discount | 212,259 | 305,697 |
Balance at ending | $ 1,745,100 | $ 1,491,719 |
Capital Stock Activity (Details
Capital Stock Activity (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||||
Sep. 30, 2023 | Sep. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2021 | Sep. 29, 2023 | May 02, 2023 | |
Capital Stock Activity [Line Items] | |||||||
Common stock, shares authorized | 200,000,000 | 200,000,000 | |||||
Common stock par value (in Dollars per share) | $ 0.001 | $ 0.001 | $ 0.10 | ||||
Outstanding share in percentage | 50% | ||||||
Offering description | the Company launched a Tier 2 offering pursuant to Regulation A (also known as “Regulation A+”) with the intent to raise capital through an equity crowdfunding campaign. The Company is offering (this “Offering”) up to 5,000,000 units, each unit consisting of 4 shares of common stock and 4 common stock purchase warrants (“Unit”), being offered at a price range to be determined after qualification pursuant to Rule 253(b). | ||||||
Common stock, shares issued | 126,921,301 | 123,587,968 | 1,500,000 | ||||
Common stock, shares outstanding | 126,921,301 | 123,587,968 | |||||
Fair value (in Dollars) | $ 20,010 | ||||||
Converted shares | 4,050,000 | ||||||
Sold shares | 0 | 335 | |||||
Gross cash proceeds (in Dollars) | $ 0 | $ 335,000 | |||||
Convertible shares | 5,000 | ||||||
Warrants | 5,000 | ||||||
Transaction amount (in Dollars) | $ 4,431,387 | ||||||
Additional deemed dividend (in Dollars) | $ 1,136,946 | ||||||
Common Stock [Member] | |||||||
Capital Stock Activity [Line Items] | |||||||
Common stock, shares authorized | 200,000,000 | ||||||
Common stock par value (in Dollars per share) | $ 0.001 | $ 0.001 | |||||
Common stock, shares issued | 126,921,301 | 123,587,968 | |||||
Common stock, shares outstanding | 126,921,301 | 123,587,968 | |||||
Shares of common stock | 3,333,333 | ||||||
Fair value (in Dollars) | $ 50,000 | $ 100 | |||||
Common stock issued for services | 100,000 | ||||||
Common stock for services valued (in Dollars) | $ 20,010 | ||||||
Converted shares | 8,700,000 | ||||||
Preferred Stock B [Member] | |||||||
Capital Stock Activity [Line Items] | |||||||
Preferred stock, shares issued | 1,950 | 1,950 | |||||
Preferred stock, shares outstanding | 1,950 | 1,950 | |||||
Converted shares | 810 | 1,740 | |||||
Preferred stock, shares authorized | 5,000 | 5,000 | |||||
Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 | |||||
Series B Stock designated description | In April 2021, the Company designated 5,000 shares of its Preferred Stock as Series B Preferred (the “B Preferred”), each share of which is convertible into 5,000 shares of common stock and 5,000 non-detachable warrants with an initial exercise price of $0.30. | ||||||
Converted shares | 1,310 | ||||||
Common stock shares | 6,550,000 | ||||||
Issuance of dividend | 335 | 4,665 | |||||
Preferred Stock B [Member] | Preferred Stock [Member] | |||||||
Capital Stock Activity [Line Items] | |||||||
Preferred stock, shares issued | 1,950 | 1,950 | |||||
Preferred stock, shares outstanding | 1,950 | 1,950 | |||||
Series A Preferred Stock [Member] | |||||||
Capital Stock Activity [Line Items] | |||||||
Preferred stock, shares issued | 1,000 | 1,000 | |||||
Preferred stock, shares outstanding | 1,000 | 1,000 | |||||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | |||||
Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 | |||||
Preferred stock voting rights description | Of the 1,000,000 shares, 10,000 shares were designated as Series A Preferred Stock (“Series A Stock”). Holders of Series A Stock are each entitled to cast 100,000 votes for each share held of record on all matters presented to shareholders. | ||||||
Consultant [Member] | Series A Preferred Stock [Member] | |||||||
Capital Stock Activity [Line Items] | |||||||
Preferred stock voting rights description | In addition to his ownership of the common stock, Mr. Folkson owns 1,000 shares of the Series A Stock which votes with the Common Stock and has an aggregate of 100,000,000 votes. |
Warrants (Details)
Warrants (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||
Dec. 29, 2022 | Sep. 23, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Sep. 30, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | |
Warrants [Line Items] | |||||||
Adjusted exercise price (in Dollars per share) | $ 0.1324 | $ 0.25 | |||||
Warrant issued | 650,000 | 4,000,000 | |||||
Volatility rate | 121.75% | 143.39% | 124.86% | 121.75% | 143.39% | ||
Risk-free rate | 4.38% | 4.06% | 1.25% | ||||
Warrant, description | Certain warrants in the below table include dilution protection for the warrant holders, which could cause the exercise price to be adjusted either higher or lower as a result of various financing events and stock transactions. The result of the warrant exercise price downward adjustment on modification date is treated as a deemed dividend and fully amortized on the transaction date. In addition to the reduction in exercise price, with certain warrants there is a corresponding increase to the number of warrants to the holder on a prorated basis. Under certain conditions, such as the successful retirement of a convertible note through repayment, it is possible for the exercise price of these warrants to increase and for the number of warrants outstanding to decrease. | ||||||
Cumulative promissory notes share | 12,870,000 | ||||||
Aggregate of shares | 6,549,128 | ||||||
Stock purchase warrants | 4,928,260 | ||||||
Purchase warrants, description | During the fiscal year ended June 30, 2023 the Company issued 1,871,800 warrants to various subscribers under its Tier 2 offering pursuant to Regulation A (also known as “Regulation A+”) pursuant to which the Company is offering up to 5,000,000 units at a price of $0.50 per unit, each unit consisting of 4 shares of Common Stock and 4 Common Stock purchase warrants (“Unit”) for exercise at a strike price per Share equal to 125% of the price per share of Common Stock, or $0.15625 per share with a term of 2 years. | ||||||
Aggregate of common shares | 5,750,000 | ||||||
Exercise price (in Dollars per share) | $ 0.05 | ||||||
Net proceeds (in Dollars) | $ 276,066 | ||||||
Financing costs (in Dollars) | 377,560 | ||||||
Returnable warrants issued | 7,000,000 | ||||||
Additional financing costs (in Dollars) | $ 699,350 | ||||||
Outstanding share purchase warrants | 24,098,865 | ||||||
Aggregate intrinsic value (in Dollars) | $ 4,215,000 | $ 3,299,000 | $ 4,215,000 | ||||
Common Stock [Member] | |||||||
Warrants [Line Items] | |||||||
Converted shares | 655,000 | ||||||
Minimum [Member] | |||||||
Warrants [Line Items] | |||||||
Risk-free rate | 3.69% | ||||||
Initial exercise prices (in Dollars per share) | $ 0.1 | $ 0.05 | |||||
Maximum [Member] | |||||||
Warrants [Line Items] | |||||||
Risk-free rate | 4.27% | ||||||
Initial exercise prices (in Dollars per share) | $ 0.12 | $ 0.125 | |||||
Black Scholes Model [Member] | |||||||
Warrants [Line Items] | |||||||
Adjusted exercise price (in Dollars per share) | $ 0.2 | ||||||
Warrant issued | 167,500 | ||||||
Warrant Agreement [Member] | |||||||
Warrants [Line Items] | |||||||
Warrant issued | 100,000 | 100,000 | |||||
Strike price (in Dollars per share) | $ 0.125 | ||||||
Volatility rate | 151.07% | 151.07% | |||||
Risk-free rate | 0.79% | ||||||
Warrant strike price (in Dollars per share) | $ 0.2626 | ||||||
Warrant term | 5 years | 5 years | |||||
Letter of Engagement Agreement [Member] | |||||||
Warrants [Line Items] | |||||||
Strike price (in Dollars per share) | $ 0.033 | ||||||
Volatility rate | 113.71% | 113.71% | |||||
Risk-free rate | 3.69% | ||||||
Warrant term | 5 years | ||||||
Issuance of warrants | 1,000,000 | ||||||
Series B Preferred Stock [Member] | |||||||
Warrants [Line Items] | |||||||
Converted shares | 1,310 | 1,740 | |||||
Outstanding share purchase warrants | 23,147,255 | ||||||
Common Stock [Member] | |||||||
Warrants [Line Items] | |||||||
Converted shares | 8,700,000 | ||||||
Aggregate of shares | 5,750,000 | ||||||
Warrant [Member] | |||||||
Warrants [Line Items] | |||||||
Warrant shares | 8,700,000 | ||||||
Adjusted exercise price (in Dollars per share) | $ 0.13796 | $ 0.2919 | |||||
Warrant, description | During the fiscal year ended June 30, 2023, 2,800,000 warrants were issued to the holder of an outstanding promissory note with an initial exercise price of $0.225 per share, 280,000 warrants were concurrently issued to the Placement Agent with an initial exercise price of $0.225, and a further 119,260 warrants were issued to the Placement Agent with initial exercise price of $0.27 per share. The Company valued these warrants using the Black Scholes model utilizing a 122.42% volatility and a risk-free rate of 3.91%. On October 4, 2022, the Company and the Placement Agent entered into an Addendum to amend their Letter of Engagement to cancel compensatory warrants to purchase 280,000 shares of common stock of the Company and to cancel returnable compensatory warrants to purchase 700,000 shares of Common Stock of the Company for a one-time cash payment of $35,000 and the issuance of 500,000 shares of Common Stock in full satisfaction of compensation earned. | ||||||
Warrant [Member] | Minimum [Member] | |||||||
Warrants [Line Items] | |||||||
Volatility rate | 111.36% | 111.36% | |||||
Risk-free rate | 3.41% | ||||||
Initial exercise prices (in Dollars per share) | $ 0.033 | ||||||
Warrant [Member] | Maximum [Member] | |||||||
Warrants [Line Items] | |||||||
Volatility rate | 112.33% | 112.33% | |||||
Risk-free rate | 4.18% | ||||||
Initial exercise prices (in Dollars per share) | $ 0.12 | ||||||
Warrant [Member] | Black Scholes Model [Member] | |||||||
Warrants [Line Items] | |||||||
Adjusted exercise price (in Dollars per share) | $ 0.3 | ||||||
Warrant issued | 167,500 | ||||||
Volatility rate | 148.06% | 148.06% | |||||
Warrant [Member] | Series B Preferred Stock [Member] | |||||||
Warrants [Line Items] | |||||||
Warrant issued | 6,550,000 | ||||||
Returnable Warrants [Member] | |||||||
Warrants [Line Items] | |||||||
Volatility rate | 124.14% | ||||||
Risk-free rate | 3.94% | ||||||
Cumulative promissory notes share | 19,460,000 | ||||||
Placement agent warrants | 546,000 | ||||||
Returnable warrants issued | 18,956,523 | ||||||
Additional financing costs (in Dollars) | $ 1,085,780 | ||||||
Promissory note dated | Sep. 23, 2022 | ||||||
Initial exercise price (in Dollars per share) | $ 0.3 | ||||||
Cumulative amount (in Dollars) | $ 809,800 | $ 809,800 | |||||
Returnable Warrants [Member] | Minimum [Member] | |||||||
Warrants [Line Items] | |||||||
Risk-free rate | 3.67% | ||||||
Returnable Warrants [Member] | Maximum [Member] | |||||||
Warrants [Line Items] | |||||||
Risk-free rate | 3.91% | ||||||
Returnable Warrants [Member] | Common Stock [Member] | |||||||
Warrants [Line Items] | |||||||
Returnable warrants issued | 10,869,566 | ||||||
Common stock in exchange | 3,800,000 | ||||||
Returnable Warrants [Member] | Ownership [Member] | |||||||
Warrants [Line Items] | |||||||
Ownership percentage | 4.99% | ||||||
Placement Agent Warrants [Member] | |||||||
Warrants [Line Items] | |||||||
Cumulative promissory notes share | 4,875,189 | ||||||
Placement agent warrants | 831,386 | ||||||
Warrant Exchange Agreement [Member] | |||||||
Warrants [Line Items] | |||||||
Adjusted exercise price (in Dollars per share) | $ 0.0747 | ||||||
Warrant issued | 16,181,393 | ||||||
Price per share (in Dollars per share) | $ 0.0747 | $ 0.0747 | |||||
Warrant Exchange Agreement [Member] | Minimum [Member] | |||||||
Warrants [Line Items] | |||||||
Exercise price (in Dollars per share) | 0.2 | ||||||
Warrant Exchange Agreement [Member] | Maximum [Member] | |||||||
Warrants [Line Items] | |||||||
Exercise price (in Dollars per share) | $ 0.3 | ||||||
Convertible Notes Payable [Member] | |||||||
Warrants [Line Items] | |||||||
Strike price (in Dollars per share) | $ 0.25 | ||||||
Convertible Notes Payable [Member] | Returnable Warrants [Member] | |||||||
Warrants [Line Items] | |||||||
Returnable warrants issued | 12,460,000 | ||||||
Black Scholes Model [Member] | Warrant [Member] | |||||||
Warrants [Line Items] | |||||||
Risk-free rate | 0.83% | ||||||
Black Scholes [Member] | Minimum [Member] | |||||||
Warrants [Line Items] | |||||||
Volatility rate | 110.80% | 110.80% | |||||
Black Scholes [Member] | Maximum [Member] | |||||||
Warrants [Line Items] | |||||||
Volatility rate | 111.31% | 111.31% | |||||
Black Scholes [Member] | Returnable Warrants [Member] | Minimum [Member] | |||||||
Warrants [Line Items] | |||||||
Volatility rate | 111.36% | ||||||
Black Scholes [Member] | Returnable Warrants [Member] | Maximum [Member] | |||||||
Warrants [Line Items] | |||||||
Volatility rate | 112.33% | ||||||
Investors and Placement Agents [Member] | |||||||
Warrants [Line Items] | |||||||
Warrant issued | 6,900,000 | ||||||
JH Darbie [Member] | |||||||
Warrants [Line Items] | |||||||
Warrant issued | 21,250 | ||||||
Placement Agent [Member] | |||||||
Warrants [Line Items] | |||||||
Warrant issued | 878,260 | ||||||
Placement Agent [Member] | Returnable Warrants [Member] | |||||||
Warrants [Line Items] | |||||||
Returnable warrants issued | 5,434,785 | ||||||
Accumulative returnable warrants | 546,000 | ||||||
Lock-Up Agreement [Member] | |||||||
Warrants [Line Items] | |||||||
Warrant issued | 400,000 | 400,000 | |||||
Strike price (in Dollars per share) | $ 0.3 | $ 0.3 | |||||
Volatility rate | 103.60% | 107.93% | 103.60% | 107.93% | |||
Risk-free rate | 4.30% | 0.50% | |||||
Warrant term | 1 year | 1 year | |||||
MFN Agreement [Member] | Returnable Warrants [Member] | |||||||
Warrants [Line Items] | |||||||
Returnable warrants issued | 1,086,957 |
Warrants (Details) - Schedule o
Warrants (Details) - Schedule of Aggregate Intrinsic Value of the Warrants - Warrant [Member] | 3 Months Ended |
Sep. 30, 2023 $ / shares shares | |
Class of Warrant or Right [Line Items] | |
Outstanding at Beginning Balance | 113,836,388 |
Issued | 7,671,250 |
Repricing | 58,806,156 |
Exercised | |
Others | |
Cancelled | |
Expired | |
Redeemed | |
Outstanding at Ending Balance | 180,313,794 |
0.03333 [Member] | |
Class of Warrant or Right [Line Items] | |
Exercise Price (in Dollars per share) | $ / shares | $ 0.03333 |
Outstanding at Beginning Balance | 70,935,941 |
Issued | |
Repricing | 65,475,796 |
Exercised | |
Others | |
Cancelled | |
Expired | |
Redeemed | |
Outstanding at Ending Balance | 136,411,737 |
0.0747 [Member] | |
Class of Warrant or Right [Line Items] | |
Exercise Price (in Dollars per share) | $ / shares | $ 0.0747 |
Outstanding at Beginning Balance | 16,181,392 |
Issued | |
Repricing | |
Exercised | |
Others | |
Cancelled | |
Expired | |
Redeemed | |
Outstanding at Ending Balance | 16,181,392 |
0.1000 [Member] | |
Class of Warrant or Right [Line Items] | |
Exercise Price (in Dollars per share) | $ / shares | $ 0.1 |
Outstanding at Beginning Balance | 600,000 |
Issued | 650,000 |
Repricing | (600,000) |
Exercised | |
Others | |
Cancelled | |
Expired | |
Redeemed | |
Outstanding at Ending Balance | 650,000 |
0.1200 [Member] | |
Class of Warrant or Right [Line Items] | |
Exercise Price (in Dollars per share) | $ / shares | $ 0.12 |
Outstanding at Beginning Balance | |
Issued | 21,250 |
Repricing | (21,250) |
Exercised | |
Others | |
Cancelled | |
Expired | |
Redeemed | |
Outstanding at Ending Balance | |
0.1250 [Member] | |
Class of Warrant or Right [Line Items] | |
Exercise Price (in Dollars per share) | $ / shares | $ 0.125 |
Outstanding at Beginning Balance | 100,000 |
Issued | |
Repricing | |
Exercised | |
Others | |
Cancelled | |
Expired | |
Redeemed | |
Outstanding at Ending Balance | 100,000 |
0.1380 [Member] | |
Class of Warrant or Right [Line Items] | |
Exercise Price (in Dollars per share) | $ / shares | $ 0.138 |
Outstanding at Beginning Balance | 23,147,255 |
Issued | |
Repricing | (23,147,255) |
Exercised | |
Others | |
Cancelled | |
Expired | |
Redeemed | |
Outstanding at Ending Balance | |
0.1324 [Member] | |
Class of Warrant or Right [Line Items] | |
Exercise Price (in Dollars per share) | $ / shares | $ 0.1324 |
Outstanding at Beginning Balance | |
Issued | |
Repricing | 24,098,865 |
Exercised | |
Others | |
Cancelled | |
Expired | |
Redeemed | |
Outstanding at Ending Balance | 24,098,865 |
0.1563 [Member] | |
Class of Warrant or Right [Line Items] | |
Exercise Price (in Dollars per share) | $ / shares | $ 0.1563 |
Outstanding at Beginning Balance | 1,871,800 |
Issued | |
Repricing | |
Exercised | |
Others | |
Cancelled | |
Expired | |
Redeemed | |
Outstanding at Ending Balance | 1,871,800 |
0.2626 [Member] | |
Class of Warrant or Right [Line Items] | |
Exercise Price (in Dollars per share) | $ / shares | $ 0.2626 |
Outstanding at Beginning Balance | 100,000 |
Issued | |
Repricing | |
Exercised | |
Others | |
Cancelled | |
Expired | |
Redeemed | |
Outstanding at Ending Balance | 100,000 |
0.3000 [Member] | |
Class of Warrant or Right [Line Items] | |
Exercise Price (in Dollars per share) | $ / shares | $ 0.3 |
Outstanding at Beginning Balance | 400,000 |
Issued | 7,000,000 |
Repricing | (7,000,000) |
Exercised | |
Others | |
Cancelled | |
Expired | |
Redeemed | |
Outstanding at Ending Balance | 400,000 |
0.5000 [Member] | |
Class of Warrant or Right [Line Items] | |
Exercise Price (in Dollars per share) | $ / shares | $ 0.5 |
Outstanding at Beginning Balance | 500,000 |
Issued | |
Repricing | |
Exercised | |
Others | |
Cancelled | |
Expired | |
Redeemed | |
Outstanding at Ending Balance | 500,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | 3 Months Ended | ||
Jan. 01, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Commitments and Contingencies (Details) [Line Items] | |||
Warrants issued | 500,000 | ||
Revenues | $ 1,000,000 | $ 8,470 | $ 79,970 |
Warrants description | an additional 3,000,000 warrants with a $0.50 strike price when the Company records its first quarter with revenues over $3,000,000, and an additional 3,000,000 warrants with a $1 strike price when the Company records its first quarter with revenues over $5,000,000. Mr. Folkson will also be awarded warrants with a strike price of $0.50 should the Company exceed $500,000 in non-traditional retail channel revenue during the term of the agreement, and should the Company enter into a product development or distribution partnership with a multi-national food & beverage conglomerate during the term of the Agreement. | ||
Warrant [Member] | |||
Commitments and Contingencies (Details) [Line Items] | |||
Exercise price | $ 0.15 | ||
Bonuses earned of warrants | 1,000,000 | ||
Warrants strike price | $ 0.5 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Feb. 07, 2023 | Jan. 20, 2023 | Sep. 30, 2023 | Jun. 30, 2023 | Sep. 30, 2022 |
Related Party Transactions [Line Items] | |||||
Consulting fee | $ 44,625 | $ 27,000 | |||
Fixed interest rate | 12% | ||||
Mr.Folkson [Member] | |||||
Related Party Transactions [Line Items] | |||||
Consulting fee | 6,000 | ||||
Professional fees | 18,000 | $ 18,000 | |||
Accounts payable and accrued liabilities- related party | $ 45,000 | 33,000 | |||
Shares issued (in Shares) | 16,776,591 | ||||
Company loaned amount | $ 40,000 | ||||
Mr.Folkson [Member] | Common Stock [Member] | |||||
Related Party Transactions [Line Items] | |||||
Shares of warrants (in Shares) | 400,000 | ||||
Price per share (in Dollars per share) | $ 0.3 | ||||
Directors Fees [Member] | |||||
Related Party Transactions [Line Items] | |||||
Accounts payable and accrued liabilities- related party | $ 43,076 | $ 41,876 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | 3 Months Ended | ||||
Dec. 07, 2023 | Nov. 17, 2023 | Oct. 06, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | |
Subsequent Events [Line Items] | |||||
Discount amount | $ 212,259 | $ 544,545 | |||
Conversion price (in Dollars per share) | $ 0.033 | ||||
Subsequent Event [Member] | |||||
Subsequent Events [Line Items] | |||||
Principal amount | $ 62,000 | ||||
Purchase price | 52,700 | ||||
Discount amount | $ 9,300 | ||||
Forecast [Member] | |||||
Subsequent Events [Line Items] | |||||
Principal amount | $ 170,588 | $ 62,000 | |||
Purchase price | 145,000 | 52,700 | |||
Discount amount | $ 25,588 | $ 9,300 | |||
Conversion price (in Dollars per share) | $ 0.033 |