Cover
Cover - shares | 9 Months Ended | |
Mar. 31, 2022 | May 13, 2022 | |
Cover [Abstract] | ||
Entity Registrant Name | LEAFBUYER TECHNOLOGIES, INC. | |
Entity Central Index Key | 0001643721 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Current Fiscal Year End Date | --06-30 | |
Entity Small Business | true | |
Entity Shell Company | false | |
Entity Emerging Growth Company | true | |
Entity Current Reporting Status | Yes | |
Document Period End Date | Mar. 31, 2022 | |
Entity Filer Category | Non-accelerated Filer | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2022 | |
Entity Ex Transition Period | true | |
Entity Common Stock Shares Outstanding | 92,428,314 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 333-206745 | |
Entity Incorporation State Country Code | NV | |
Entity Tax Identification Number | 38-3944821 | |
Entity Address Address Line 1 | 6888 S. Clinton Street | |
Entity Address Address Line 2 | Suite 300 | |
Entity Address City Or Town | Greenwood Village | |
Entity Address State Or Province | CO | |
Entity Address Postal Zip Code | 80112 | |
City Area Code | 720 | |
Local Phone Number | 235-0099 | |
Entity Interactive Data Current | Yes |
UNAUDITED CONDENSED CONSOLDIATE
UNAUDITED CONDENSED CONSOLDIATED BALANCE SHEETS - USD ($) | Mar. 31, 2022 | Jun. 30, 2021 |
Derivative Liability | $ 0 | $ 6,601,339 |
Cash And Cash Equivalents | 429,442 | 684,639 |
Total Current Liabilities | 3,199,496 | 9,570,333 |
Debt, Net Of Current Portion | 500,000 | 1,057,977 |
Total Liabilities | 3,699,496 | 10,628,310 |
Commitments And Contingencies (note 6) | 0 | 0 |
Stockholders' Equity (deficit): | ||
Convertible Preferred Stock, $0.001 Par Value; 10,000,000 Shares Authorized Convertible Preferred Stock Series B, $0.001 Par Value; 27,027 Designated; 7,568 And 7,568 Shares Issued And Outstanding At March 31, 2022 And June 30, 2021, Respectively | 8 | 8 |
Common Stock, $0.001 Par Value; 700,000,000 Shares Authorized; 91,950,959 Shares Issued And Outstanding At March 31, 2022 And 81,772,802 Shares Issued And Outstanding At June 30, 2021 | 91,950 | 89,318 |
Additional Paid In Capital | 22,308,515 | 17,492,411 |
Accounts Receivable (net Of Allowance For Doubtful Accounts Of $29,781 And $14,037, Respectively,) | 24,695 | 31,474 |
Accumulated Deficit | (23,492,310) | (24,806,182) |
Total Stockholders' Equity (deficit) | (1,091,513) | (7,224,121) |
Total Liabilities And Stockholders' Equity (deficit) | 2,607,983 | 3,404,189 |
Prepaid Expenses And Other Current Assets | 23,256 | 14,152 |
Total Current Assets | 477,393 | 730,265 |
Noncurrent Assets: | ||
Fixed Assets And Intangible Assets, Net | 2,130,590 | 2,673,924 |
Total Assets | 2,607,983 | 3,404,189 |
Current Liabilities: | ||
Accounts Payable | 435,907 | 213,465 |
Current Assets: | ||
Accrued Liabilities | 994,132 | 958,451 |
Deferred Revenue | 39,655 | 67,276 |
Debt, Related Party (note 9) | 325,000 | 325,000 |
Debt | 1,404,802 | 1,404,802 |
Convertible Preferred Stock Series A [Member] | ||
Stockholders' Equity (deficit): | ||
Convertible Preferred Stock, $0.001 Par Value; 10,000,000 Shares Authorized Convertible Preferred Stock Series B, $0.001 Par Value; 27,027 Designated; 7,568 And 7,568 Shares Issued And Outstanding At March 31, 2022 And June 30, 2021, Respectively | $ 324 | $ 324 |
UNAUDITED CONDENSED CONSOLDIA_2
UNAUDITED CONDENSED CONSOLDIATED BALANCE SHEETS (Parenthetical) - USD ($) | Mar. 31, 2022 | Jun. 30, 2021 |
Accounts Receivable, Net Of Allowance For Doubtful Accounts | $ 29,781 | $ 14,037 |
Common Stock, Par Value | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 700,000,000 | 700,000,000 |
Common Stock, Shares Issued | 91,950,959 | 81,772,802 |
Common Stock, Shares Outstanding | 91,950,959 | 81,772,802 |
Preferred Stock, Par Value | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 |
Preferred Stock Series A [Member] | ||
Preferred Stock, Par Value | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Issued | 324,325 | 324,325 |
Convertible Preferred Stock, Designated | 324,325 | 324,325 |
Preferred Stock, Shares Outstanding | 324,325 | 324,325 |
Preferred Stock Series B [Member] | ||
Preferred Stock, Par Value | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 |
Preferred Stock, Shares Issued | 7,568 | 7,568 |
Convertible Preferred Stock, Designated | 27,027 | 27,027 |
Preferred Stock, Shares Outstanding | 7,568 | 7,568 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | |
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) | ||||
Stock Based Compensation Expense | $ (21,375) | $ 136,685 | $ 362,013 | $ 321,207 |
Sales Revenue | 984,010 | 672,149 | 2,759,532 | 1,927,659 |
Total Operating Expenses | 513,469 | 600,733 | 2,073,397 | 2,106,057 |
Loss From Operations | (220,787) | (429,402) | (1,297,786) | (1,622,076) |
Interest Expense | (50,467) | (71,604) | (154,788) | (286,835) |
Unrealized Gain(loss) On Derivative | 0 | (1,395,585) | 2,208,469 | (4,188,148) |
Other Income | 602,478 | 557,977 | 602,478 | |
Cost Of Sales | 691,328 | 500,818 | 1,983,921 | 1,443,678 |
Net Loss | $ (271,254) | $ (1,294,113) | $ 1,313,872 | $ (5,494,581) |
Net Loss Per Common Share: | ||||
Basic Per Share | $ 0 | $ (0.02) | $ 0.01 | $ (0.07) |
Fully Diluted Per Share | $ 0 | $ 0 | $ 0 | $ (0.02) |
Weighted Average Common Shares Outstanding: | ||||
Basic | 255,041,108 | 83,805,363 | 90,511,052 | 83,600,897 |
Fully Diluted | 253,523,746 | 243,077,076 | ||
Gross Profit | $ 292,682 | $ 171,331 | $ 775,611 | $ 483,981 |
Operating Expenses: | ||||
Selling Expenses | 153,161 | 153,094 | 595,551 | 648,790 |
General And Administrative | 165,679 | 149,527 | 463,925 | 505,305 |
Personnel Expenses | $ 216,004 | $ 185,352 | $ 651,908 | $ 630,755 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) | Total | Preferred Stock Series A | Preferred Stock Series B | Common Stock | Additional Paid-In Capital | Retained Earnings (Accumulated Deficit) |
Balance, Shares at Jun. 30, 2020 | 324,325 | 7,567 | 81,772,802 | |||
Balance, Amount at Jun. 30, 2020 | $ (3,223,148) | $ 324 | $ 8 | $ 81,773 | $ 16,471,549 | $ (19,776,802) |
Stock Based Compensation | 201,470 | 0 | 0 | $ 0 | 201,470 | 0 |
Issuance Of Common Stock For Vendor Payments, Shares | 1,340,630 | |||||
Issuance Of Common Stock For Vendor Payments, Amount | 146,265 | 0 | 0 | $ 1,341 | 144,924 | 0 |
Issuance Of Common Stock For Board Members, Shares | 62,288 | |||||
Issuance Of Common Stock For Board Members, Amount | 8,110 | $ 62 | 8,048 | |||
Issuance Of Common Stock For Debt Conversion, Shares | 4,000,000 | |||||
Issuance Of Common Stock For Debt Conversion, Amount | 300,000 | $ 4,000 | 296,000 | |||
Issuance Of Common Stock As Employee Compensation, Shares | 1,219,833 | |||||
Issuance Of Common Stock As Employee Compensation, Amount | 119,737 | 0 | 0 | $ 1,219 | 118,518 | 0 |
Net Loss | (5,494,580) | $ 0 | $ 0 | (5,494,580) | ||
Balance, Shares at Mar. 31, 2021 | 324,325 | 7,567 | 88,395,553 | |||
Balance, Amount at Mar. 31, 2021 | (7,942,146) | $ 324 | $ 8 | $ 83,395 | 17,240,509 | (25,271,382) |
Balance, Shares at Jun. 30, 2021 | 324,325 | 7,567 | 89,318,160 | |||
Balance, Amount at Jun. 30, 2021 | (7,224,121) | $ 324 | $ 8 | $ 89,318 | 17,492,411 | (24,806,182) |
Stock Based Compensation | 226,613 | 0 | 0 | $ 0 | 226,613 | 0 |
Issuance Of Common Stock For Vendor Payments, Shares | 927,517 | |||||
Issuance Of Common Stock For Vendor Payments, Amount | 63,854 | 0 | 0 | $ 927 | 62,927 | 0 |
Issuance Of Common Stock As Employee Compensation, Shares | 1,705,282 | |||||
Issuance Of Common Stock As Employee Compensation, Amount | 135,400 | 0 | 0 | $ 1,705 | 133,695 | 0 |
Cancellation Of Bifurcated Derivative Ps A | 4,392,870 | 4,392,870 | ||||
Net Gain | 1,143,543 | $ 0 | $ 0 | $ 0 | 0 | 1,313,872 |
Balance, Shares at Mar. 31, 2022 | 324,325 | 7,567 | 91,950,959 | |||
Balance, Amount at Mar. 31, 2022 | $ (1,091,513) | $ 324 | $ 8 | $ 91,950 | $ 22,308,516 | $ (23,492,310) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW (Unaudited) - USD ($) | 9 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Cash Flows From Operating Activities: | ||
Net Income | $ 1,313,872 | $ (5,494,580) |
Adjustments To Reconcile Net Income To Net Cash Used In Operating Activities: | ||
Stock Based Compensation | 425,866 | 475,583 |
Amortization Of Note Payable Discount | 0 | 65,638 |
Loss (gain) On Derivative Liability | (2,208,469) | 4,188,148 |
Forgiveness Of Ppp Loan | (557,977) | 0 |
Depreciation And Amortization | 543,334 | 543,334 |
Changes In Assets And Liabilities: | ||
Accounts Receivable | 6,779 | (19,593) |
Prepaid Expenses And Other | (9,104) | 45,285 |
Accounts Payable | 222,442 | (298,324) |
Accrued Liabilities | 8,060 | 398,958 |
Net Cash Used In Operating Activities | (255,197) | (698,029) |
Cash Flows From Investing Activities: | ||
Net Cash Used In Investing Activities | 0 | 0 |
Cash Flows From Financing Activities: | ||
Proceeds from issuance of government relief debts | 0 | 557,977 |
Repayment of debt | 0 | (325,000) |
Net Cash Provided By Financing Activities | 0 | 232,977 |
Net Change In Cash And Cash Equivalents | (255,197) | (465,052) |
Cash And Cash Equivalents, Beginning Of Period | 684,639 | 1,309,912 |
Cash And Cash Equivalents, End Of Period | 429,442 | 844,860 |
Cash Paid For Interest | 0 | 0 |
Cash Paid For Taxes | 0 | 0 |
Supplemental Information For Non-cash Investing And Financing Activities: | ||
Issuance Of Common Stock For Vendor Payments | $ 63,854 | $ 154,376 |
Description of Business
Description of Business | 9 Months Ended |
Mar. 31, 2022 | |
Description of Business | |
Note 1 - Description Of Business | Note 1 — Description of Business Description of Business The Company was founded in 2012 by a group of technology and industry veterans and provides online resources for cannabis deals and specials. Our headquarters is located in Greenwood Village, Colorado. Our subsidiary, LB Media Group, LLC has evolved and grown as a listing website to a comprehensive marketing technology platform. Our clients, medical and recreational dispensaries in legalized cannabis states, along with cannabis product companies subscribe to our technology platform to assist in new customer acquisition and provide retention tools that include texting/loyalty and order ahead technology. Basis of Presentation The accompanying condensed consolidated balance sheet as of June 30, 2021, has been derived from audited financial statements. The accompanying unaudited interim condensed consolidated financial statements have been prepared on the same basis as the annual financial statements being audited and in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial statements. In the opinion of management, such unaudited information includes all adjustments (consisting only of normal recurring accruals) necessary for a fair presentation of this interim information. All intercompany transactions have been eliminated in consolidation. Operating results and cash flows for interim periods are not necessarily indicative of results that can be expected for the entire year. The Company uses the same accounting policies in preparing quarterly and annual financial statements. Certain information and footnote disclosures normally included in the annual consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been condensed or omitted. The information included in this report should be read in conjunction with our audited financial statements and notes thereto. Going Concern As of March 31, 2022, we had $429,442 in cash and cash equivalents and a working capital deficit of $2,722,103. We are dependent on funds raised through equity financing. Our cumulative net loss of $23,492,310 was funded by debt and equity financing and we reported a net loss from operations of $1,297,786 for the nine months ended March 31, 2022. Accordingly, there is substantial doubt about our ability to continue as a going concern within one year after the date the financial statements are issued. Our ability to continue as a going concern is dependent upon our generating profitable operations in the future and / or obtaining the necessary financing to meet our obligations and repay our liabilities arising from normal business operations when they come due. Management believes that actions presently being taken to further implement our business plan of expansion of products, geographical locations we sell our services and deeper market penetration will generate additional revenues and eventually positive cash flow and provide opportunity for the Company to continue as a going concern. While we believe in the viability of our strategy to generate additional revenues and our ability to raise additional funds, there can be no assurances to that effect. Error Correction Series A & B Shares Outstanding The Company’s annual financial statements ended June 30, 2020 contained three errors related to the Preferred Stock issued in connection with the March 23, 2017 Merger Agreement. In accordance with the Merger Agreement, the Company issued 324,327 new pre-split shares of Series A Convertible Preferred Stock and accepted subscriptions in a private placement offering of 27,027 new pre-split shares of the Company’s Series B Convertible Preferred Stock, of which each share of Series B Convertible Preferred Stock is convertible into 16 Common Shares at any time, in the amount of $250,000. All shares issued in accordance with the Merger Agreement are considered to be outstanding beginning January 1, 2015 as these shares relate to the change in capital structure. On March 24, 2017, the Company effected a forward split such that 9.25 shares of Common Stock were issued for every 1 share of Common Stock issued and outstanding immediately prior to the forward split. The Company incorrectly stated that immediately following the forward split, 3,000,000 shares of post-split Series A Convertible Preferred Stock, and 250,000 shares of post-split Series B Convertible Preferred Stock outstanding. The par value of all classes of shares remained at $0.001 per share after the forward split. All references to shares from that point forward were referred to as post-split shares. This presentation was incorrect because in connection with stock splits by the Company, the certificate of designation for each of the Series A Convertible Preferred Stock and the Series B Convertible Preferred Stock provide for an adjustment to the common stock underlying such shares and not the shares of preferred stock. Therefore, the September30, 2020 Consolidated Statement of Equity and Footnote 4 have been changed to reflect 324,325 shares of Series A issued and outstanding and 7,567 shares of Series B Convertible Preferred Stock issued and outstanding after the conversion of 19,459 shares in January and June of 2018 and June 30, 2019. Therefore, the Consolidated Balance Sheet, Consolidated Statement of Equity and Footnote 4 have been changed to reflect the Number of shares of Series A and Series B preferred stock and the par value of those shares. Balance Sheet – December 31, 2020 As Computed - Restated As Reported Effect of Change Convertible Preferred Stock Series A - Value $ 324 $ 3,000 $ (2,676 ) Convertible Preferred Stock Series B - Value $ 8 $ 1,120 $ (1,112 ) Additional Paid in Capital $ 16,725,897 $ 16,722,110 $ 3,788 Convertible Preferred Stock Series A - Shares 324,325 3,000,000 (2,675,675 ) Convertible Preferred Stock Series B - Shares 7,567 1,120,000 (1,112,433 ) Series A convertible feature not accounted properly The Series A Preferred Shares are convertible into a number of shares of Common Stock so that the holders of Series A Convertible Preferred Stock would hold 55% of the number of outstanding shares of Common Stock on a fully diluted basis after giving effect to such conversion. The Series A Convertible Preferred Stock vote on an “as-converted” basis. The Company has determined that the Series A Preferred Stock conversion provisions meet the accounting requirements of FASB ASC 815 which requires a bifurcation of an embedded conversion feature and classification of the derivative as a liability on the balance sheet at the end of each reporting period. The fair value of the derivative liability is estimated each period as a Level 3 – Significant Unobservable Inputs based upon the numbers of common shares stock at an estimated conversion price. The following table represents the value of the derivative and number of shares of common stock issuable for the holders to obtain 55% of the number of outstanding shares of common stock: Balance Sheet – December 31, 2020 As Computed - Restated As Reported Effect of Change Derivative liability $ 6,601,339 $ - $ 6,601,339 Total current liabilities $ 9,570,333 $ 3,383,426 $ 6,601,339 Total liabilities $ 10,628,310 $ 4,485,904 $ 6,601,339 Accumulated deficit $ 24,806,182 $ 17,409,029 $ 6,601,339 Total equity (deficit) $ (7,224,121 ) $ 3,887,031 $ (6,601,339 ) Income Statement – March 31, 2021 As Computed - Restated As Reported Effect of Change Unrealized gain(loss) on derivative $ (4,188,148 ) $ - $ (4,188,148 ) Other income/ (expense) $ (3,872,505 ) $ 315,643 $ (4,188,148 ) Net (loss) income $ (5,494,581 ) $ (1,306,432 ) $ (4,188,148 ) Earnings (loss) per share - Basic $ (0.07 ) $ (0.02 ) $ (0.03 ) Earnings (loss) per share – Fully Diluted $ (0.02 ) $ (0.02 ) $ - Statement of Cash Flow – March 31, 2021 As Computed - Restated As Reported Effect of Change Net (loss) income $ (5,494,580 ) $ (1,407,905 ) $ (4,188,148 ) Loss (gain) on derivative liability $ 4,188,148 $ - $ 4,188,148 Statement of Equity –December 31, 2020 As Computed - Restated As Reported Effect of Change March 31, 2021 – Accumulated Deficit $ (25,271,382 ) $ (21,083,234 ) $ (4,188,148 ) Fully Diluted shares exceed Authorized Shares The Company has determined that as of December 31, 2020 the Series A Preferred stock would be convertible into 111,821,225 shares of common stock which would result in 242,856,839 shares of fully diluted common shares. The Company had authorized to issue 150,000,000 shares as of December 31, 2020. This exceeded the authorized and outstanding shares by 92,856,839 shares and therefore in accordance with ASR 268 the Company needs to present the Series A Convertible Preferred Stock separate from Stockholders Equity on the Balance Sheet and in the footnote disclosure. The Company has elected to not to present the Series A Convertible Preferred Stock separate as a mezzanine equity in accordance with ASR 268 because in October 2021 the Series A 55% feature no longer existed and this classification would be temporary and moved backed to permanent equity. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Mar. 31, 2022 | |
Summary of Significant Accounting Policies | |
Note 2 - Summary Of Significant Accounting Policies | Note 2 — Summary of Significant Accounting Policies Principles of Consolidation The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, LB Media. All significant inter-company transactions and balances have been eliminated in consolidation. For a detailed discussion about the Company’s significant accounting policies, refer to Note 2 — “Summary of Significant Accounting Policies,” in the Company’s consolidated financial statements included in the Company’s June 30, 2021 Form 10-K. During the three months ended December 31, 2021, there were no significant changes made to the Company’s significant accounting policies Use of Estimates Management uses estimates and assumptions in preparing these condensed consolidated financial statements. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. Examples of estimates include loss contingencies; useful lives of our tangible and intangible assets; allowances for doubtful accounts; and stock-based compensation forfeiture rates. Examples of assumptions include: the elements comprising a software arrangement, including the distinction between upgrades or enhancements and new products; when technological feasibility is achieved for our products; the potential outcome of future tax consequences of events that have been recognized in our financial statements or tax returns. Actual results could differ from those estimates. Reclassifications Certain prior period amounts have been reclassified to conform with the current period presentation. Earnings (Loss) per Share Basic loss per share is computed by dividing net loss by the weighted-average number of common shares outstanding during the reporting period. Diluted loss per share is computed similarly to basic loss per share, except that it includes the potential dilution that could occur if dilutive securities are exercised. Dilutive instruments had no effect on the calculation of earnings or loss per share during the period ended March 31, 2022. For the period ended March 31, 2021 warrants of 29,119,898, stock options vested as of the end of the period of 3,645,494 and Convertible Debt into 10,472,193 shares were added to the weighted-average number of common shares outstanding. Recently Issued Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326), In August 2020, the FASB issued ASU 2020-06, Debt-Debt with Conversion and other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s own Equity (Subtopic 815-40). ASU 2020-06 requires entities to provide expanded disclosures about the terms and features of convertible instruments and reduces the number of accounting models for convertible instruments and allows more contracts to qualify for equity classification. The pronouncement will be effective for public business entities that are SEC filers in fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted but no earlier than fiscal years beginning December 15, 2020. No other recent accounting pronouncements were issued by FASB and the SEC that are believed by management to have a material impact on the Company’s present or future condensed consolidated financial statements. |
Fixed Assets and Intangible Ass
Fixed Assets and Intangible Assets | 9 Months Ended |
Mar. 31, 2022 | |
Fixed Assets and Intangible Assets | |
Note 3 - Fixed Assets And Intangible Assets | Note 3 — Fixed Assets and Intangible Assets Fixed Assets and intangible assets consist of the following March 31, 2022 June 30, 2021 Software platform $ 4,482,225 $ 4,482,225 Furniture and fixtures 1,500 1,500 Less accumulated amortization (2,351,634 ) (1,809,801 ) Property and equipment, net $ 2,130,590 $ 2,673,924 On November 6, 2018, the Company acquired a customer facing software (“Loyalty Software”) through a Stock Purchase Agreement, where the Company acquired all the issued and outstanding capital stock of Greenlight Technologies, Inc. (“GTI”) from its shareholders. At the time of the transaction, there were no employees working for GTI, no systems and no assets, other than the Loyalty Software. GTI’s legal entity will be dissolved in the transition and the Loyalty Software will be assumed by the Company. Management determined that the purchase of GTI did not constitute a business purchase and recorded the transaction as a purchase of software. The consideration for the Loyalty Software was 2,916,667 shares of common stock and cash of approximately $450,000. Total value of the Loyalty Software was estimated at approximately $3,010,000. The additional consideration for future developments will be evaluated and considered enhancements which will either be capitalized to the software or expensed as research and development costs. During the year ended June 30, 2020 additional Incentive Shares of 366,667 for a value of $262,500 was issued to shareholders of GTI as final settlement of the 2018 agreement. During the period ended December 31, 2021 there was no software capitalized and for the same period ended 2020. GTI provides cannabis consumers real-time mobile ordering and loyalty rewards through an internally developed application that integrates with the local dispensary’s point of sale system. The Company plans to fully integrate this technology into the current platform and create an “Ultimate Bundle” of services for the cannabis industry. The current revenues of GTI are minimal, and the Company expects higher sales in the California market as the system is fully integrated. Amortization expense, recorded as cost of revenue, related to internal use software totaled $543,334 during the nine months ended March 31, 2022 and for the same period ended 2021 amortization expenses was $543,334. Amortization expense for the next five years is as follows: 2023 $ 724,445 2024 724,445 2025 681,770 Total Unamortized Expense $ 2,130,590 |
Capital Stock and Equity Transa
Capital Stock and Equity Transactions | 9 Months Ended |
Mar. 31, 2022 | |
Capital Stock and Equity Transactions | |
Note 4 - Capital Stock And Equity Transactions | Note 4 — Capital Stock and Equity Transactions The Company has 700,000,000 shares of common stock authorized with a par value of $0.001 per share as of December 31, 2021. On August 13, 2021 the Company filed Articles of Amendment to Amended and Restated Articles of Incorporation with the State of Nevada increasing the number of common shares from 150,000,000 to 700,000,000. In addition, the Company has 10,000,000 preferred stock authorized with a par value of $0.001 per share as of September 30, 2021. Effective October 13, 2021, the Company executed and filed with the State of Nevada a Certificate of Designation of Preferred Stock of the Corporation fixing the designations, power, preferences, and rights of the shares. The total of 324,325 shares of preferred stock series A with a par value of $0.001 per share, of the Corporation are herby designated as Series A Super Voting Preferred Stock. These shares are not entitled to receive dividends and shall not be entitled to any liquidation preference. Further the holders shall have no conversion rights and the holders shall have the right to vote in an amount equal to 600 votes per share of Series A Preferred Stock. The value as of October 13, 2021 for the derivative liability was $4,392,870 As of December 31, 2020 the 324,325 shares of Series A Convertible Preferred Stock are convertible into 111,821,225 shares of Common Stock so that the Series A Convertible Stock holders would hold 55% of the number of outstanding shares of Common Stock on a fully diluted basis after giving effect to such conversion as of September 30, 2020. The Series A Convertible Preferred Stock vote on an “as-converted” basis. The Company has recorded a derivative liability in accordance with FASB ASC 815 because of the conversion feature embedded in the Series A Convertible Preferred Stock. Issuance of Common Stock During the nine months ended March 31, 2022 the Company issued 1,705,282 shares of Common Stock to employees. These shares were valued at fair market value of $135,400 and expensed in the accompanying Condensed Consolidated Statement of Operations. During the nine months ended March 31, 2022, the Company issued 927,517 shares of Common Stock to vendors for services rendered. These shares were valued at fair market value of $63,854 and expensed in the accompanying Condensed Consolidated Statement of Operations. During the nine months ended March 31, 2021 the Company issued 1,219,833 shares of Common Stock to employees. These shares were valued at fair market value of $119,737 and expensed in the accompanying Condensed Consolidated Statement of Operations. During the six months ended March 31, 2021, the Company issued 1,340,630 and 62,288 shares of Common Stock respectively to vendors and non-management members of the board of directors for services rendered. These shares were valued at fair market value of $154,375 and expensed in the accompanying Condensed Consolidated Statement of Operations. |
Debt
Debt | 9 Months Ended |
Mar. 31, 2022 | |
Debt | |
Note 5 - Debt | Note 5 — Debt During February 2018, the Company issued a promissory note in favor of an investor of the Company in the amount of $150,000 in exchange for $132,000 cash. The note has an original issue discount of $18,000 that is being amortized to interest expense over the term of the note. The loan maturity date was extended to August 8, 2019, the discount is fully amortized and total unpaid principal and interest is approximately $220,027, accruing at 12% at March 31, 2021, and is payable upon demand. On September 21, 2018, the Company entered into a promissory note with an investor of the Company with a face value of $440,000 in exchange for $400,000 cash payment (“the Convertible Note”), the discount of the Convertible Note will be amortized over the life of the Convertible Note and have an interest rate of 10%. The Convertible Note has a twelve-month term with no payment required for the initial six months; after six months, the Company will repay the investors interest and principal in six equal installments. The principal and interest of the note is convertible into the Company’s common stock at a purchase price of $0.70 per common share after the six months. If the Company defaults on the Convertible Note, the interest is increased to 12% and at the investors’ option, the principal and interest can be converted into the Company’s common stock at a 20% discount to the then current market. In addition, the Company issued five-year warrants to purchase up to 200,000 common shares of the Company’s common stock at a price of $0.75 per share. The value assigned to the warrants of $125,723 has been fully amortized. The cash for this Convertible Note was received prior to September 30, 2018. As of March 31, 2022, the Convertible Note is payable upon demand and total unpaid principal and interest outstanding is approximately $614,385. On September 21, 2018, the Company entered several promissory notes with various investors of the Company with a face value of $440,000 in exchange for $400,000 cash payment (“the Notes”), the discount of the Notes will be amortized over the life of the Note and have an interest rate of 10%. The Notes have a twelve-month term with no payment required for the initial six months; after six months, the Company will repay the investors interest and principal in six equal installments. The principal and interest of the note is convertible into the Company’s common stock at a purchase price of $0.70 per common share after the six months. If the Company defaults on the Notes, the interest is increased to 12% and at the investors’ option, the principal and interest can be converted into the Company’s common stock at a 20% discount to the then current market price. In addition, the Company issued five-year warrants to purchase up to 200,000 of the Company’s common shares at a price of $0.75 per share. The cash for these Notes was received prior to September 30, 2018. The value assigned to the warrants of $62,862 has been fully amortized. In March 2020, $220,000 of the 2018 Notes have been fully extinguished and the remaining $220,000 is in default and payable upon demand. As of March 31, 2022, the total unpaid principal and interest is approximately $307,192. During the year ended June 30, 2019, the Company entered into several promissory notes with various investors of the Company with a face value of $960,000 in exchange for a total of $900,000 cash payments. The Notes have a beneficial conversion feature valued at $839,378, which is recorded as a discount. The total discount on the Notes will be amortized over the life of the Notes and recorded as interest expense. The notes have an interest rate of 7% and have an eighteen-month term with no payment required for the initial six months; after six months, the Company will repay the investors interest and principal in twelve equal installments. The principal and interest of the note is convertible into the Company’s common stock at a purchase price of $0.75 per common share at any time after the Original Issue Date. In March 2020, the Company did not make its required principal and interest payment which put the Notes in default. The interest rate increased to 15% and at the investors’ option, the principal and interest can be converted into the Company common stock at a 20% discount to the then current market price. The beneficial ownership value assigned to the conversion feature of $801,741 has been fully amortized. As of March 31, 2020, $533,000 of the 2019 Notes have been fully extinguished as $402,000 of debt repayment and the issuance of common stock valued at $131,000. On January 25, 2021, $300,000 of the 2019 Notes have been fully extinguished with the issuance of 4,000,000 of common stock at a price of $0.075 per share. The remaining principal of $90,125 is in default and payable upon demand. As of March 31, 2022, the total unpaid principal and interest is approximately $326,503. During the year ended June 30, 2020, the Company entered into a promissory note with a related party (see Note 9) with a face value of $600,000 in exchange for a total of $565,000 cash payments. The total discount of the Note will be amortized over the life of the Note and recorded as interest expense which matured on December 1, 2020. In January 2021, the Company repaid $300,000 of the promissory note balance. The note is in default and due upon demand and the interest rate was increased to 12%. As of March 31, 2022, the total unpaid principal and interest is approximately $305,349. During the year ended June 30, 2020, the Company entered into a promissory note with a related party (see Note 9) with a face value of $50,000. In January 2021, the Company repaid $25,000 of the promissory note balance. The note is in default and the interest rate increased to 12%. As of March 31, 2022, the total unpaid principal and interest is approximately $26,479. On April 30, 2020 the Company executed the standard loan documents required for securing a loan (the “EIDL Loan”) from the United States Small Business Administration (the “SBA”) under its Economic Injury Disaster Loan (“EIDL”) assistance program in light of the impact of the COVID-19 pandemic on the Company’s business. The principal amount of the EIDL Loan is $500,000, with proceeds to be used for working capital purposes. Interest on the EIDL Loan accrues at the rate of 3.75% per annum and installment payments, including principal and interest, are due monthly beginning twelve months from the date of the EIDL Loan in the amount of $2,437. The balance of principal and interest is payable thirty years from the date of the promissory note. On March 30, 2021, the Company was granted a loan from American Express National Bank in the aggregate amount of $557,977, pursuant to the Paycheck Protection Program (“PPP) under Division A, Title I of the CARES Act, which was enacted March 27, 2020. The Loan which was in the form of a Note dated March 30, 2021, matures on March 30, 2023 and bears interest at a rate of 1.00% per annum, payable monthly commencing on March 30, 2022. The Note may be prepaid by the Company at any time prior to maturity with no prepayment penalties. Funds from the Loan may only be used for payroll costs, costs used to continue group health care benefits, rent, utilities and interest on other debt obligations incurred before February 15, 2020. The Company intends to use the entire Loan amount for qualifying expenses. Under the terms of the PPP, certain amounts of the Loan may be forgiven if they are used for qualifying expenses as described in the CARES Act. While the Company currently believes that its use of the loan proceeds will meet the conditions for forgiveness of the loan, it cannot be assured that the Company will be ineligible for forgiveness of the loan, in whole or in part. On September 30, 2021 the Company was notified by American Express National Bank that the United States Small Business Administration has approved our Loan Forgiveness Application and the loan has been closed. The Company realized other income from the forgiveness of the PPP loan in the Consolidated Statement of Operations for the quarter ended September 30, 2021. The Company recognized $154,787 and $286,835 of interest expense for the nine months ended March 31, 2022 and 2021, respectively. As of March 31, 2022 and 2021, accrued interest on the above notes was $501,423 and $382,645, respectively. The weighted average interest rates as of March 31, 2022 and 2021 was 5.13% and 5.65%. Notes payable and long-term debt outstanding as of March 31, 2022 and June 30, 2021 are summarized below: Maturity Date March 31, 2022 June 30, 2021 12% $150,000 Convertible Note Payable, net of unamortized discount of $0 and $0, respectively Due on Demand $ 150,000 $ 150,000 12% $440,000 Convertible Note Payable, net of unamortized discount of $0 and $0, respectively Due on Demand 440,000 440,000 12% $220,000 Convertible Note Payable, net of unamortized discount of $0 and $0, respectively Due on Demand 220,000 220,000 7% $213,333 Convertible Note Payable, net of unamortized discount of $0 and $28,492, respectively Due on Demand 244,802 244,802 8% $600,000 Related Party Note Payable, net of unamortized discount of $0 and $21,911 respectively Due on Demand 300,000 300,000 8% $50,000 Related Party Note Payable Due on Demand 25,000 25,000 5% Note Payable Due on Demand (1) 350,000 350,000 1% PPP #2 Note Payable May 29 ,2022 - 557,977 3.75% SBA EIDL Note Payable April 30, 2050 500,000 500,000 Total notes payable 2,229,802 2,787,779 Less current portion of notes payable 1,729,802 1,729,802 Notes payable, net of current portion $ 500,000 $ 1,057,977 (1) |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies | |
Note 6 - Commitments And Contingencies | Note 6 — Commitments and Contingencies The Company records tax contingencies when the exposure item becomes probable and reasonably estimable. As of December 31, 2021, the Company had a tax contingency related to stock options granted below the fair market value on date of grant. The Company is in the process of determining the possible exposure and necessary expense accrual for the related tax, penalties and interest. Management has not been able to determine the amount as of the date of this report, however, does not expect the amount to be material to the financial statements. To the best of the Company’s knowledge and belief, no legal proceedings of merit are currently pending or threatened against the Company. |
Risks and Uncertainties
Risks and Uncertainties | 9 Months Ended |
Mar. 31, 2022 | |
Risks and Uncertainties | |
Note 7 - Risks And Uncertainties | Note 7 —Risks and Uncertainties The Company does not have a concentration of revenues from any individual customer (less than 10%). The Company operates in a rapidly evolving and highly regulated industry and will only conduct business in state legal cannabis markets. The Company was affected in 2020 by the COVID-19 outbreak and worldwide pandemic. The Company saw some postponements in orders in the first few weeks March 2020 but orders stabilized to a normal level by the end of fiscal year 2020. The Company made a significant pivot to a complete solution when it comes to online ordering and communication. |
Stock Based Compensation
Stock Based Compensation | 9 Months Ended |
Mar. 31, 2022 | |
Stock Based Compensation | |
Note 8 - Stock Based Compensation | Note 8 — Stock Based Compensation The equity incentive plan of the Company was established in February of 2017. The Board of Directors of the Company may from time to time, in its discretion grant to directors, officers, consultants and employees of the Company, non-transferable options to purchase common shares, provided that the number of options issued do not exceed 25,000,000. The options are exercisable for a period of up to 4 years from the date of the grant. The number of shares authorized to be issued under the equity incentive plan was increased from 10,000,000 to 25,000,000 through consent of stockholders to amend and restate the equity incentive plan. The average fair value of stock options granted was estimated to be $0.14 and $0.07. This estimate was made using the Black-Scholes option pricing model and the following weighted average assumptions for the three months ended March 31, 2022: Expected option life (years) 2-4 Expected stock price volatility 227 to 258% Expected dividend yield - Risk-free interest rate 0.44 to 0.54% A summary of option activity under the employee share option pan as of December 31, 2021 and changes during the year then ended is presented below. Shares Weighted-Average Exercise Price Weighted-Average Remaining Contractual Price Aggregate Intrinsic Value Options: Outstanding at July 1, 2021 13,594,259 $ 0.08 Granted 562,500 $ 0.13 Exercised, converted - $ 0.00 Forfeited / exchanged / modification (542,027 ) $ 0.07 Outstanding at March 31, 2021 13,614,732 $ 0.11 2.5 $ - Exercisable at March 31, 2021 9,557,364 $ 0.08 3.0 Number of options available for grant at end of period 426,870 A summary of the status of the Company’s nonvested shares as of March 31, 2022, and changes during the year quarter March 31, 2022, is presented below: Options Shares Weighted-Average Grant-Date Fair Value Nonvested at July 1, 2021 12,130,179 $ 0.08 Granted 562,500 $ 0.13 Vested (542,027 ) $ 0.07 Forfeited (955,733 ) $ 0.08 Nonvested at March 31, 2022 11,194,920 $ 0.08 Stock-based compensation expense attributable to stock options was approximately $396,942 for the nine months ended March 31, 2022. As of March 31, 2022, there was approximately $1,993,256 of unrecognized compensation expense related to 11,194,920 nonvested stock options outstanding, and the weighted average vesting period for those options was 3 years. At March 31, 2022, the Company had outstanding warrants to purchase the Company’s common stock which were issued in connection with multiple financing arrangements. Information relating to these warrants is summarized as follows: Warrants Remaining Number Outstanding Weighted Average Remaining Life (Years) Weighted Average Exercise Price Warrants - SEDA Financing 86,957 1.80 $ 1.15 Warrants - Issued with Convertible Notes 600,000 2.23 $ 0.75 Warrants - Securities Purchase Agreement 360,577 3.02 $ 0.78 Warrants A - Securities Purchase Agreement 28,072,364 3.02 $ 0.16 Total 29,119,898 Aggregate intrinsic value at March 31, 2022 $ 0 |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions | |
Note 9 - Related Party Transactions | Note 9 — Related Party Transactions In March 2020, the Company entered into a promissory note with the Chief Executive Officer for $600,000 in exchange for a total of a $565,000 cash payment. The note matured in December 2020 and $300,000 of principal payments have been made to date. The note is in default and due upon demand and the interest rate was increased to 12%. In March 2020, the Company entered into a promissory note with the Chief Technology Officer for $50,000. The note matured on January 1, 2021 and $25,000 of principal payments have been made to date. The note is in default and due upon demand and the interest rate was increased to 12%. |
Leases
Leases | 9 Months Ended |
Mar. 31, 2022 | |
Leases | |
Note 10 - Leases | Note 10 — Leases On January 1, 2021 the Company extended its Denver Colorado headquarter lease for 12 months through December 31, 2021. During the past fiscal year a majority of the Company’s employee have been working remotely and the Company does not know if they will continue to keep this location or relocate to a small facility. Therefore, in accordance with ASC 842 the Company will not record an operating right of use asset and operating lease liability because of the short-term nature of this amendment. The Company will recognize lease expense on a monthly basis through the life of this lease of approximately $51,786. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Mar. 31, 2022 | |
Summary of Significant Accounting Policies | |
Principles Of Consolidation | The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, LB Media. All significant inter-company transactions and balances have been eliminated in consolidation. For a detailed discussion about the Company’s significant accounting policies, refer to Note 2 — “Summary of Significant Accounting Policies,” in the Company’s consolidated financial statements included in the Company’s June 30, 2021 Form 10-K. During the three months ended December 31, 2021, there were no significant changes made to the Company’s significant accounting policies |
Use Of Estimates | Management uses estimates and assumptions in preparing these condensed consolidated financial statements. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. Examples of estimates include loss contingencies; useful lives of our tangible and intangible assets; allowances for doubtful accounts; and stock-based compensation forfeiture rates. Examples of assumptions include: the elements comprising a software arrangement, including the distinction between upgrades or enhancements and new products; when technological feasibility is achieved for our products; the potential outcome of future tax consequences of events that have been recognized in our financial statements or tax returns. Actual results could differ from those estimates. |
Reclassifications | Certain prior period amounts have been reclassified to conform with the current period presentation. |
Earnings (loss) Per Share | Basic loss per share is computed by dividing net loss by the weighted-average number of common shares outstanding during the reporting period. Diluted loss per share is computed similarly to basic loss per share, except that it includes the potential dilution that could occur if dilutive securities are exercised. Dilutive instruments had no effect on the calculation of earnings or loss per share during the period ended March 31, 2022. For the period ended March 31, 2021 warrants of 29,119,898, stock options vested as of the end of the period of 3,645,494 and Convertible Debt into 10,472,193 shares were added to the weighted-average number of common shares outstanding. |
Recently Issued Accounting Pronouncements | In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326), In August 2020, the FASB issued ASU 2020-06, Debt-Debt with Conversion and other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s own Equity (Subtopic 815-40). ASU 2020-06 requires entities to provide expanded disclosures about the terms and features of convertible instruments and reduces the number of accounting models for convertible instruments and allows more contracts to qualify for equity classification. The pronouncement will be effective for public business entities that are SEC filers in fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted but no earlier than fiscal years beginning December 15, 2020. No other recent accounting pronouncements were issued by FASB and the SEC that are believed by management to have a material impact on the Company’s present or future condensed consolidated financial statements. |
Description of Business (Tables
Description of Business (Tables) | 9 Months Ended |
Mar. 31, 2022 | |
Description of Business (Tables) | |
Summary Of Error Correction | As Computed - Restated As Reported Effect of Change Convertible Preferred Stock Series A - Value $ 324 $ 3,000 $ (2,676 ) Convertible Preferred Stock Series B - Value $ 8 $ 1,120 $ (1,112 ) Additional Paid in Capital $ 16,725,897 $ 16,722,110 $ 3,788 Convertible Preferred Stock Series A - Shares 324,325 3,000,000 (2,675,675 ) Convertible Preferred Stock Series B - Shares 7,567 1,120,000 (1,112,433 ) |
Schedule Of Derivative And Number Of Shares Of Common Stock Issuable | As Computed - Restated As Reported Effect of Change Derivative liability $ 6,601,339 $ - $ 6,601,339 Total current liabilities $ 9,570,333 $ 3,383,426 $ 6,601,339 Total liabilities $ 10,628,310 $ 4,485,904 $ 6,601,339 Accumulated deficit $ 24,806,182 $ 17,409,029 $ 6,601,339 Total equity (deficit) $ (7,224,121 ) $ 3,887,031 $ (6,601,339 ) As Computed - Restated As Reported Effect of Change Unrealized gain(loss) on derivative $ (4,188,148 ) $ - $ (4,188,148 ) Other income/ (expense) $ (3,872,505 ) $ 315,643 $ (4,188,148 ) Net (loss) income $ (5,494,581 ) $ (1,306,432 ) $ (4,188,148 ) Earnings (loss) per share - Basic $ (0.07 ) $ (0.02 ) $ (0.03 ) Earnings (loss) per share – Fully Diluted $ (0.02 ) $ (0.02 ) $ - As Computed - Restated As Reported Effect of Change Net (loss) income $ (5,494,580 ) $ (1,407,905 ) $ (4,188,148 ) Loss (gain) on derivative liability $ 4,188,148 $ - $ 4,188,148 As Computed - Restated As Reported Effect of Change March 31, 2021 – Accumulated Deficit $ (25,271,382 ) $ (21,083,234 ) $ (4,188,148 ) |
Fixed Assets and Intangible A_2
Fixed Assets and Intangible Assets (Tables) | 9 Months Ended |
Mar. 31, 2022 | |
Fixed Assets and Intangible Assets | |
Schedule Of Fixed Assets And Intangible Assets | March 31, 2022 June 30, 2021 Software platform $ 4,482,225 $ 4,482,225 Furniture and fixtures 1,500 1,500 Less accumulated amortization (2,351,634 ) (1,809,801 ) Property and equipment, net $ 2,130,590 $ 2,673,924 |
Schedule Of Amortization Expense | 2023 $ 724,445 2024 724,445 2025 681,770 Total Unamortized Expense $ 2,130,590 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Mar. 31, 2022 | |
Debt (Tables) | |
Schedule Of Notes Payable And Long-term Debt Outstanding | Maturity Date March 31, 2022 June 30, 2021 12% $150,000 Convertible Note Payable, net of unamortized discount of $0 and $0, respectively Due on Demand $ 150,000 $ 150,000 12% $440,000 Convertible Note Payable, net of unamortized discount of $0 and $0, respectively Due on Demand 440,000 440,000 12% $220,000 Convertible Note Payable, net of unamortized discount of $0 and $0, respectively Due on Demand 220,000 220,000 7% $213,333 Convertible Note Payable, net of unamortized discount of $0 and $28,492, respectively Due on Demand 244,802 244,802 8% $600,000 Related Party Note Payable, net of unamortized discount of $0 and $21,911 respectively Due on Demand 300,000 300,000 8% $50,000 Related Party Note Payable Due on Demand 25,000 25,000 5% Note Payable Due on Demand (1) 350,000 350,000 1% PPP #2 Note Payable May 29 ,2022 - 557,977 3.75% SBA EIDL Note Payable April 30, 2050 500,000 500,000 Total notes payable 2,229,802 2,787,779 Less current portion of notes payable 1,729,802 1,729,802 Notes payable, net of current portion $ 500,000 $ 1,057,977 |
Stock Based Compensation (Table
Stock Based Compensation (Tables) | 9 Months Ended |
Mar. 31, 2022 | |
Stock Based Compensation (Tables) | |
Schedule Of Fair Value Of Stock Options Granted | Expected option life (years) 2-4 Expected stock price volatility 227 to 258% Expected dividend yield - Risk-free interest rate 0.44 to 0.54% |
Stock Option Activity | Shares Weighted-Average Exercise Price Weighted-Average Remaining Contractual Price Aggregate Intrinsic Value Options: Outstanding at July 1, 2021 13,594,259 $ 0.08 Granted 562,500 $ 0.13 Exercised, converted - $ 0.00 Forfeited / exchanged / modification (542,027 ) $ 0.07 Outstanding at March 31, 2021 13,614,732 $ 0.11 2.5 $ - Exercisable at March 31, 2021 9,557,364 $ 0.08 3.0 Number of options available for grant at end of period 426,870 |
Schedule Of Nonvested Shares | Options Shares Weighted-Average Grant-Date Fair Value Nonvested at July 1, 2021 12,130,179 $ 0.08 Granted 562,500 $ 0.13 Vested (542,027 ) $ 0.07 Forfeited (955,733 ) $ 0.08 Nonvested at March 31, 2022 11,194,920 $ 0.08 |
Summary Of Warrant Outstanding | Warrants Remaining Number Outstanding Weighted Average Remaining Life (Years) Weighted Average Exercise Price Warrants - SEDA Financing 86,957 1.80 $ 1.15 Warrants - Issued with Convertible Notes 600,000 2.23 $ 0.75 Warrants - Securities Purchase Agreement 360,577 3.02 $ 0.78 Warrants A - Securities Purchase Agreement 28,072,364 3.02 $ 0.16 Total 29,119,898 Aggregate intrinsic value at March 31, 2022 $ 0 |
Description of Business (Detail
Description of Business (Details) - USD ($) | Mar. 31, 2022 | Jun. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 |
Additional Paid in Capital | $ 22,308,515 | $ 17,492,411 | $ 16,725,897 | |
Preferred stock value | 8 | 8 | ||
Convertible Preferred Stock Series A [Member] | ||||
Preferred stock value | $ 324 | $ 324 | $ 324 | |
Preferred stock, shares | 324,325 | 324,325 | ||
Convertible Preferred Stock Series B [Member] | ||||
Preferred stock value | $ 8 | |||
Preferred stock, shares | 7,567 | 7,567 | ||
As Reported [Member] | ||||
Additional Paid in Capital | $ 16,722,110 | |||
As Reported [Member] | Convertible Preferred Stock Series A [Member] | ||||
Preferred stock value | $ 3,000 | |||
Preferred stock, shares | 3,000,000 | |||
As Reported [Member] | Convertible Preferred Stock Series B [Member] | ||||
Preferred stock value | $ 1,120 | |||
Preferred stock, shares | 1,120,000 | |||
Effect of Change [Member] | ||||
Additional Paid in Capital | $ 3,788 | |||
Effect of Change [Member] | Convertible Preferred Stock Series A [Member] | ||||
Preferred stock value | $ 2,676 | |||
Preferred stock, shares | 2,675,675 | |||
Effect of Change [Member] | Convertible Preferred Stock Series B [Member] | ||||
Preferred stock value | $ 1,112 | |||
Preferred stock, shares | 1,112,433 |
Description of Business (Deta_2
Description of Business (Details 1) - USD ($) | Mar. 31, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2020 |
Derivative liability | $ 0 | $ 6,601,339 | $ 6,601,339 | ||
Total current liabilities | 3,199,496 | 9,570,333 | 9,570,333 | ||
Total liabilities | 3,699,496 | 10,628,310 | 10,628,310 | ||
Accumulated deficit | 24,806,182 | ||||
Total equity (deficit) | $ (1,091,513) | $ (7,224,121) | $ (7,942,146) | (7,224,121) | $ (3,223,148) |
As Reported [Member] | |||||
Derivative liability | 0 | ||||
Total current liabilities | 3,383,426 | ||||
Total liabilities | 4,485,904 | ||||
Accumulated deficit | 17,409,029 | ||||
Total equity (deficit) | 3,887,031 | ||||
Effect of Change [Member] | |||||
Derivative liability | 6,601,339 | ||||
Total current liabilities | 6,601,339 | ||||
Total liabilities | 6,601,339 | ||||
Accumulated deficit | 6,601,339 | ||||
Total equity (deficit) | $ 6,601,339 |
Description of Business (Deta_3
Description of Business (Details 2) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | |
Unrealized gain(loss) on derivative | $ (4,188,148) | |||
Other income/ (expense) | (3,872,505) | |||
Net loss | $ (271,254) | $ (1,294,113) | $ 1,313,872 | $ (5,494,581) |
Earnings (loss) per share - Basic | $ 0 | $ (0.02) | $ 0.01 | $ (0.07) |
Earnings (loss) per share - Diluted | $ 0 | $ 0 | $ 0 | $ (0.02) |
As Reported [Member] | ||||
Unrealized gain(loss) on derivative | $ 0 | |||
Other income/ (expense) | 315,643 | |||
Net loss | $ (1,306,432) | |||
Earnings (loss) per share - Basic | $ (0.02) | |||
Earnings (loss) per share - Diluted | $ (0.02) | |||
Effect of Change [Member] | ||||
Unrealized gain(loss) on derivative | $ (4,188,148) | |||
Other income/ (expense) | (4,188,148) | |||
Net loss | $ (4,188,148) | |||
Earnings (loss) per share - Basic | $ (0.03) | |||
Earnings (loss) per share - Diluted | $ 0 |
Description of Business (Deta_4
Description of Business (Details 3) | 9 Months Ended |
Mar. 31, 2021USD ($) | |
Net loss | $ (5,494,580) |
Loss (gain) on derivative liability | 4,188,148 |
As Reported [Member] | |
Net loss | (1,407,905) |
Loss (gain) on derivative liability | 0 |
Effect of Change [Member] | |
Net loss | (4,188,148) |
Loss (gain) on derivative liability | $ 4,188,148 |
Description of Business (Deta_5
Description of Business (Details 4) - USD ($) | Mar. 31, 2022 | Jun. 30, 2021 | Dec. 31, 2020 |
Accumulated deficit | $ (23,492,310) | $ (24,806,182) | $ (25,271,382) |
As Reported [Member] | |||
Accumulated deficit | (21,083,234) | ||
Effect of Change [Member] | |||
Accumulated deficit | $ (4,188,148) |
Description of Business (Deta_6
Description of Business (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended | |||||||
Mar. 24, 2017 | Mar. 23, 2017 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Aug. 13, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | |
Net Income | $ 1,297,786 | ||||||||
Cash | 429,442 | ||||||||
Accumulated deficit | $ (23,492,310) | $ (24,806,182) | $ (25,271,382) | ||||||
Description for forward stock split | 9.25 shares of Common Stock were issued for every 1 share of Common Stock issued and outstanding immediately prior to the forward split. | ||||||||
Common stock shares authorized | 700,000,000 | 700,000,000 | 150,000,000 | 700,000,000 | 150,000,000 | ||||
Working capital deficit | $ 2,722,103 | ||||||||
Preferred stock par value | $ 0.001 | $ 0.001 | $ 0.001 | ||||||
January and June of 2018 and June 30, 2019 [Member] | |||||||||
Preferred stock shares converted | 19,459 | ||||||||
Convertible Preferred Stock Series A [Member] | |||||||||
Preferred stock, shares issued | 324,325 | 324,325 | |||||||
Common stock shares issuable upon conversion of preferred stock | 111,821,225 | ||||||||
Common stock diluted shares outstading upon conversion of preferred stock | 242,856,839 | ||||||||
Common stock issuable in excess of authorized upon conversion of preferred stock | 92,856,839 | ||||||||
Convertible Preferred Stock Series A [Member] | Merger agreement [Member] | |||||||||
Issuance of common stock for vendor payments, shares | 324,327 | ||||||||
Preferred stock shares outstanding, incorrectly stated | 3,000,000 | ||||||||
Convertible Preferred Stock Series B [Member] | |||||||||
Preferred stock, shares issued | 7,567 | 7,567 | |||||||
Convertible Preferred Stock Series B [Member] | Private Placement [Member] | |||||||||
Common stock shares issuable upon conversion of preferred stock | 16 | ||||||||
Preferred stock subscriptions received but unissued | 27,027 | ||||||||
Common stock value issuable upon conversion of preferred stock | 250,000 | 250,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details Narrative) - shares | 9 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Summary of Significant Accounting Policies | ||
Warrants issued | 29,119,898 | |
Stock options vested | 3,645,494 | |
Debt conversion converted instrument shares issued | 10,472,193 |
Fixed Assets and Intangible A_3
Fixed Assets and Intangible Assets (Details) - USD ($) | Mar. 31, 2022 | Jun. 30, 2021 |
Fixed Assets and Intangible Assets (Details) | ||
Software platform | $ 4,482,225 | $ 4,482,225 |
Furniture and fixtures | 1,500 | 1,500 |
Less accumulated amortization | (2,351,634) | (1,809,801) |
Property and equipment, net | $ 2,130,590 | $ 2,673,924 |
Fixed Assets and Intangible A_4
Fixed Assets and Intangible Assets (Details 1) | Mar. 31, 2022USD ($) |
Fixed Assets and Intangible Assets (Details) | |
2023 | $ 724,445 |
2024 | 724,445 |
2025 | 681,770 |
Total Unamortized expense | $ 2,130,590 |
Fixed Assets and Intangible A_5
Fixed Assets and Intangible Assets (Details Narrative) - USD ($) | Nov. 06, 2018 | Mar. 31, 2022 | Mar. 31, 2021 | Jun. 30, 2020 | Jun. 30, 2021 |
Common stock shares issued | 91,950,959 | 81,772,802 | |||
GTI [Member] | |||||
Common stock shares issued | 366,667 | ||||
Fair market value | $ 262,500 | ||||
GTI [Member] | Loyalty Software [Member] | |||||
Purchase of software consideration transferred or transferrable, shares issued | 2,916,667 | ||||
Purchase of software consideration paid in cash | $ 450,000 | ||||
Amortization expense | $ 543,334 | $ 543,334 | |||
Purchase of software total consideration paid or payable | $ 3,010,000 |
Capital Stock and Equity Tran_2
Capital Stock and Equity Transactions (Details Narrative) - USD ($) | Oct. 13, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2021 | Sep. 30, 2021 | Aug. 13, 2021 | Jun. 30, 2021 | Sep. 30, 2020 |
Total shares | 324,325 | |||||||||||
Common stock shares authorized | 700,000,000 | 150,000,000 | 700,000,000 | 700,000,000 | 150,000,000 | 700,000,000 | ||||||
Derivative liability | $ 4,392,870 | $ 838,303 | ||||||||||
Unrealized gain (loss) on derivative | $ 0 | $ (1,395,585) | $ 3,714,877 | $ 2,208,469 | $ (4,188,148) | |||||||
Issuance of Common Stock shares issued to employes, Shares | 1,705,282 | 1,219,833 | ||||||||||
Issuance of Common Stock shares issued to employes, Amount | $ 135,400 | $ 119,737 | ||||||||||
Common Stock shares issued to vendors for services rendered, Shares | 927,517 | 1,340,630 | 62,288 | |||||||||
Common Stock shares issued to vendors for services rendered, Amount | $ 63,854 | $ 154,375 | ||||||||||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 | ||||||||
Preferred stock par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||
Preferred Stock Series A [Member] | ||||||||||||
Preferred stock par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||
Preferred stock shares converted | 324,325 | |||||||||||
Description of voting right | Further the holders shall have no conversion rights and the holders shall have the right to vote in an amount equal to 600 votes per share of Series A Preferred Stock | |||||||||||
Common stock shares issued upon conversion of preferred stock | 111,821,225 | |||||||||||
Outstanding shares of common stock | 55.00% |
Debt (Details)
Debt (Details) - USD ($) | 9 Months Ended | |
Mar. 31, 2022 | Jun. 30, 2021 | |
Total notes payable | $ 2,229,802 | $ 2,787,779 |
Less current portion of notes payable | 1,729,802 | 1,729,802 |
Notes payable, Non-current portion | 500,000 | 1,057,977 |
Convertible Notes Payable [Member] | ||
Total notes payable | $ 150,000 | 150,000 |
Debt instrument maturity date description | Due on Demand | |
Convertible Notes Payable One [Member] | ||
Total notes payable | $ 440,000 | 440,000 |
Debt instrument maturity date description | Due on Demand | |
ConvertibleNotesPayableTwo [Member] | ||
Total notes payable | $ 220,000 | 220,000 |
Debt instrument maturity date description | Due on Demand | |
Convertible Notes Payable Three [Member] | ||
Total notes payable | $ 244,802 | 244,802 |
Debt instrument maturity date description | Due on Demand | |
Convertible Notes Payable Four [Member] | ||
Total notes payable | $ 300,000 | 300,000 |
Debt instrument maturity date description | Due on Demand | |
Convertible Notes Payable Five [Member] | ||
Total notes payable | $ 25,000 | 25,000 |
Debt instrument maturity date description | Due on Demand | |
Convertible Notes Payable Six [Member] | ||
Total notes payable | $ 350,000 | 350,000 |
Debt instrument maturity date description | Due on Demand | |
Convertible Notes Payable Seven [Member] | ||
Total notes payable | $ 0 | 557,977 |
Debt instrument maturity date description | May 29 ,2022 | |
Convertible Notes Payable Eight [Member] | ||
Total notes payable | $ 500,000 | $ 500,000 |
Debt instrument maturity date description | April 30, 2050 |
Debt (Details Narrative)
Debt (Details Narrative) | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Mar. 30, 2021USD ($) | Jan. 25, 2021USD ($) | Apr. 30, 2020USD ($) | Sep. 21, 2018USD ($)integer$ / sharesshares | Feb. 28, 2018USD ($) | Mar. 31, 2022USD ($)shares | Mar. 31, 2021USD ($) | Jun. 30, 2020USD ($) | Jun. 30, 2019USD ($)$ / shares | |
Weighted average interest rate | 5.13% | 5.65% | |||||||
Accrued interest | $ 501,423 | $ 382,645 | |||||||
Repayment of debt | $ 402,000 | ||||||||
Debt Extinguishment | $ 4,000,000 | 533,000 | |||||||
Amount of unpaid principal and interest balance | 614,385 | ||||||||
Remaining principal amount | 90,125 | ||||||||
Proceeds from issuance of common stock | $ 131,000 | ||||||||
Interest expenses | 154,787 | $ 286,835 | |||||||
Debt instrument, exchange amount | $ 300,000 | ||||||||
EIDL [Member] | |||||||||
Note issued | $ 500,000 | ||||||||
Interest Rate | 3.75% | ||||||||
Loan amount | $ 2,437 | ||||||||
American Express National Bank [Member] | |||||||||
Maturity date | Mar. 30, 2023 | ||||||||
Interest Rate | 1.00% | ||||||||
Loan granted by company | $ 557,977 | ||||||||
Related Party [Member] | Promissory Note [Member] | |||||||||
Amount of unpaid principal and interest balance | $ 305,349 | ||||||||
Increased in interest | 12.00% | ||||||||
Cash payments in exchange of promissory note | $ 565,000 | ||||||||
Convertable promissory note | $ 600,000 | ||||||||
Maturity date | Dec. 1, 2020 | ||||||||
Repayment of promissory note balance | $ 300,000 | ||||||||
Related Party [Member] | Promissory Note One [Member] | |||||||||
Amount of unpaid principal and interest balance | $ 26,479 | ||||||||
Increased in interest | 12.00% | ||||||||
Convertable promissory note | $ 50,000 | ||||||||
Repayment of promissory note balance | $ 25,000 | ||||||||
Investors [Member] | |||||||||
Amount of unpaid principal and interest balance | $ 326,503 | ||||||||
Investors [Member] | 2018 [Member] | |||||||||
Convert the loan into shares of common stock | shares | 437,500 | ||||||||
Investors [Member] | Promissory Note [Member] | |||||||||
Amount of unpaid principal and interest balance | $ 220,027 | ||||||||
Debt instrument, exchange amount | $ 132,000 | ||||||||
Increased in interest | 12.00% | ||||||||
Maturity date | Aug. 8, 2019 | ||||||||
Interest Rate | 10.00% | 12.00% | |||||||
Note issued | $ 440,000 | $ 150,000 | |||||||
Exchange for cash payment | $ 400,000 | ||||||||
Debt Instrument, Term | 12 months | ||||||||
Number of installments | integer | 6 | ||||||||
Discount on conversion common stock | 20.00% | ||||||||
Warrant to purchase shares of common stock | shares | 200,000 | ||||||||
Amortization of warrants | $ 125,723 | ||||||||
Warrant period | 5 years | ||||||||
Common stock price per share | $ / shares | $ 0.75 | ||||||||
Common stock purchase price per share | $ / shares | $ 0.70 | ||||||||
Original issue discount | $ 18,000 | ||||||||
Investors [Member] | Several Promissory Notes [Member] | |||||||||
Amount of unpaid principal and interest balance | $ 307,192 | ||||||||
Increased in interest | 12.00% | 15.00% | |||||||
Interest Rate | 10.00% | 7.00% | |||||||
Note issued | $ 440,000 | $ 960,000 | |||||||
Exchange for cash payment | $ 400,000 | $ 900,000 | |||||||
Debt Instrument, Term | 12 months | ||||||||
Number of installments | integer | 6 | ||||||||
Discount on conversion common stock | 20.00% | 20.00% | |||||||
Warrant to purchase shares of common stock | shares | 200,000 | ||||||||
Amortization of warrants | $ 62,862 | ||||||||
Warrant period | 5 years | ||||||||
Common stock price per share | $ / shares | $ 0.75 | $ 0.075 | |||||||
Common stock purchase price per share | $ / shares | $ 0.70 | $ 0.75 | |||||||
Amortization of beneficial conversion feature | $ 801,741 | ||||||||
Beneficial Conversion Feature | $ 839,378 | ||||||||
Debt default, description | In March 2020, $220,000 of the 2018 Notes have been fully extinguished and the remaining $220,000 is in default and payable upon demand | ||||||||
Investors [Member] | Promissory Note Two [Member] | |||||||||
Note Payable | $ 350,000 |
Stock Based Compensation (Detai
Stock Based Compensation (Details) | 9 Months Ended |
Mar. 31, 2022 | |
Weighted Average Assumptions | |
Expected dividend yield | 0.00% |
Minimum [Member] | StockOptions [Member] | |
Weighted Average Assumptions | |
Expected option life (years) | 2 years |
Expected stock price volatility | 227.00% |
Risk-free interest rate | 0.44% |
Maximum [Member] | StockOptions [Member] | |
Weighted Average Assumptions | |
Expected option life (years) | 4 years |
Expected stock price volatility | 258.00% |
Risk-free interest rate | 0.54% |
Stock Based Compensation (Det_2
Stock Based Compensation (Details 1) | 9 Months Ended |
Mar. 31, 2022$ / sharesshares | |
Granted | 562,500 |
Stock Option [Member] | |
Outstanding, Beginning of year | 13,594,259 |
Granted | 562,500 |
Exercised, converted | 0 |
Forfeited / exchanged / modification | 542,027 |
Outstanding, Ending of year | 13,614,732 |
Exercisable at end of period | 9,557,364 |
Number of options available for grant at end of period | 426,870 |
Weighted-average exercise price, beginning balance | $ / shares | $ 0.08 |
Weighted-average exercise price, granted | $ / shares | 0.13 |
Weighted-average exercise price, exercised | $ / shares | 0 |
Weighted-average exercise price, forfeited / exchanged / modification | $ / shares | 0.07 |
Weighted-average exercise price, end of period | $ / shares | 0.11 |
Weighted-average exercise price, Exercisable end of period | $ / shares | $ 0.08 |
Weighted-Average Remaining Contractual Price, outstanding | 2 years 6 months |
Weighted-average remaining contractual price, exercisable | 3 years |
Stock Based Compensation (Det_3
Stock Based Compensation (Details 2) | 9 Months Ended |
Mar. 31, 2022$ / sharesshares | |
Stock Based Compensation | |
Options, nonvested beginning balance | shares | 12,130,179 |
Options, granted | shares | 562,500 |
Options, vested | shares | (542,027) |
Options, forfeited | shares | (955,733) |
Options, nonvested ending balance | shares | 11,194,920 |
Weighted-average grant-date fair falue, nonvested beginning | $ / shares | $ 0.08 |
Weighted-average grant-date fair falue, granted | $ / shares | 0.13 |
Weighted-average grant-date fair falue, vested | $ / shares | 0.07 |
Weighted-average grant-date fair falue, forfeited | $ / shares | 0.08 |
Weighted-average grant-date fair falue, nonvested ending | $ / shares | $ 0.08 |
Stock Based Compensation (Det_4
Stock Based Compensation (Details 3) - USD ($) | 9 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | |
Remaining Number Outstanding | 29,119,898 | |
Aggregate Intrinsic Value | $ 0 | |
Warrants - SEDA Financing [Member] | ||
Remaining Number Outstanding | 86,957 | |
Weighted Average Remaining Life (Years) | 1 year 9 months 18 days | |
Weighted Average Exercise Price | $ 1.15 | |
Warrants-Issued with Convertible Notes [Member] | ||
Remaining Number Outstanding | 600,000 | |
Weighted Average Remaining Life (Years) | 2 years 2 months 23 days | |
Weighted Average Exercise Price | $ 0.75 | |
Warrants - Securities Purchase Agreement [Member] | ||
Remaining Number Outstanding | 360,577 | |
Weighted Average Remaining Life (Years) | 3 years 7 days | |
Weighted Average Exercise Price | $ 0.78 | |
Warrants A- Financing (expired July 2020) [Member] | ||
Remaining Number Outstanding | 28,072,364 | |
Weighted Average Remaining Life (Years) | 3 years 7 days | |
Weighted Average Exercise Price | $ 0.16 |
Stock Based Compensation (Det_5
Stock Based Compensation (Details Narrative) - USD ($) | 9 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Average fair value of stock options granted | $ 0.13 | |
StockOptions [Member] | ||
Stock based compensation | $ 396,942 | |
Average fair value of stock options granted | $ 0.14 | $ 0.07 |
Unrecognized compensation expense | $ 1,993,256 | |
Unvested stock options | 11,194,920 | |
Weighted average vesting period | 3 years | |
StockOptions [Member] | Equity Incentive Plan 2017 [Member] | ||
Stock options exercisable period | 4 years | |
Description for shares issuable upon exercise of options | The number of shares authorized to be issued under the equity incentive plan was increased from 10,000,000 to 25,000,000 through consent of stockholders to amend and restate the equity incentive plan | |
StockOptions [Member] | Equity Incentive Plan 2017 [Member] | Maximum [Member] | ||
Options issued for purchase of common shares | 25,000,000 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - March 2020 [Member] | 9 Months Ended |
Mar. 31, 2022USD ($) | |
Chief Executive Officer [Member] | |
Interest rate | 12.00% |
Maturity date | Dec. 31, 2020 |
Convertible promissory note | $ 600,000 |
Principal payment of debt | 300,000 |
Cash payments in exchange of promissory note | $ 565,000 |
Chief Technology Officer [Member] | |
Interest rate | 12.00% |
Maturity date | Jan. 1, 2021 |
Principal payment of debt | $ 25,000 |
Convertible promissory note | $ 50,000 |
Leases (Details Narrative)
Leases (Details Narrative) | 9 Months Ended |
Mar. 31, 2022USD ($) | |
Leases | |
Monthly lease expense | $ 51,786 |