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AMST Amesite

Document and Entity Information

Document and Entity Information - shares6 Months Ended
Dec. 31, 2020Feb. 12, 2021
Document and Entity Information [Abstract]
Entity Registrant NameAmesite Inc.
Entity Central Index Key0001807166
Amendment Flagfalse
Current Fiscal Year End Date--06-30
Document Type10-Q
Document Period End DateDec. 31,
2020
Document Fiscal Period FocusQ2
Document Fiscal Year Focus2021
Entity Current Reporting StatusYes
Entity Filer CategoryNon-accelerated Filer
Entity Small Businesstrue
Entity Shell Companyfalse
Entity Emerging Growth Companytrue
Entity Ex Transition Periodfalse
Entity File Number001-39553
Entity Interactive Data CurrentYes
Entity Incorporation State Country CodeDE
Entity Common Stock, Shares Outstanding20,535,784

Condensed Balance Sheets (Unaud

Condensed Balance Sheets (Unaudited) - USD ($)Dec. 31, 2020Jun. 30, 2020
Current Assets
Cash and cash equivalents $ 13,687,822 $ 4,093,874
Accounts receivable10,440 61,120
Prepaid expenses and other current assets1,117,233 227,274
Property and Equipment - Net84,976 45,308
Capitalized Software - Net1,351,001 1,277,097
Total assets16,251,472 5,704,673
Current Liabilities
Accounts payable73,294 112,053
Notes payable (Note 7) 2,025,600
Accrued and other current liabilities:
Accrued compensation46,586 62,485
Deferred revenue739,529 380,000
Other accrued liabilities111,326 124,639
Total current liabilities970,735 2,704,777
Stockholders’ Equity
Common stock, $.0001 par value; 50,000,000 shares authorized; 20,535,784 and 16,231,820 shares issued and outstanding and December 31, 2020 and June 30, 2020, respectively2,014 1,583
Preferred stock, $.0001 par value; 5,000,000 shares authorized; no shares issued and outstanding at December 31, 2020 or June 30, 2020
Additional paid-in capital31,283,362 11,629,114
Accumulated deficit(16,004,639)(8,630,801)
Total stockholders’ equity15,280,737 2,999,896
Total liabilities and stockholders’ equity $ 16,251,472 $ 5,704,673

Condensed Balance Sheets (Una_2

Condensed Balance Sheets (Unaudited) (Parenthetical) - $ / sharesDec. 31, 2020Jun. 30, 2020
Statement of Financial Position [Abstract]
Common stock, par value $ 0.0001 $ 0.0001
Common stock, shares authorized50,000,000 50,000,000
Common stock, shares issued20,535,784 16,231,820
Common stock, shares outstanding20,535,784 16,231,820
Preferred stock, par value $ 0.0001 $ 0.0001
Preferred stock, shares authorized5,000,000 5,000,000
Preferred stock, shares issued
Preferred stock, shares outstanding

Condensed Statements of Operati

Condensed Statements of Operations (Unaudited) - USD ($)3 Months Ended6 Months Ended
Dec. 31, 2020Dec. 31, 2019Dec. 31, 2020Dec. 31, 2019
Income Statement [Abstract]
Net Revenue $ 106,812 $ 32,607 $ 216,921 $ 40,307
Operating Expenses
General and administrative expenses1,611,223 472,520 2,474,131 998,909
Technology and content development511,014 317,985 978,777 579,671
Sales and marketing272,756 207,295 524,640 382,384
Total operating expenses2,394,993 997,800 3,977,548 1,960,964
Other Income (Expense)
Interest Income607 5,547 620 7,914
Interest Expense (Note 7) (3,613,831)
Total other income (expense)607 5,547 (3,613,211)7,914
Net Loss $ (2,287,574) $ (959,646) $ (7,373,838) $ (1,912,743)
Earnings per Share
Basic loss per share $ (0.11) $ (0.07) $ (0.4) $ (0.13)
Weighted average shares outstanding20,425,165 14,674,861 18,464,576 14,299,223

Condensed Statements of Stockho

Condensed Statements of Stockholders' Equity (Unaudited) - USD ($)Common StockAdditional Paid-In CapitalAccumulated DeficitTotal
Balance at Jun. 30, 2019 $ 1,309 $ 6,304,118 $ (4,460,498) $ 1,844,929
Net loss (953,097)(953,097)
Issuance of restricted common stock124 2,093,555 2,093,679
Stock compensation expense 179,870 179,870
Balance Ending at Sep. 30, 20191,433 8,577,543 (5,413,595)3,165,381
Net loss (959,646)(959,646)
Issuance of common stock - net150 2,676,393 2,676,543
Stock compensation expense 100,375 100,375
Balance Ending at Dec. 31, 20191,583 11,354,311 (6,373,241)4,982,653
Balance at Jun. 30, 20201,583 11,629,114 (8,630,801)2,999,896
Net loss (5,086,264)(5,086,264)
Issuance of common stock - net300 12,795,930 12,796,230
Stock compensation expense 212,413 212,413
Conversion of notes payable113 5,639,248 5,639,361
Balance Ending at Sep. 30, 20201,996 30,276,705 (13,717,065)16,561,636
Net loss (2,287,574)(2,287,574)
Issuance of common stock - net18 789,582 789,600
Stock compensation expense217,075 217,075
Balance Ending at Dec. 31, 2020 $ 2,014 $ 31,283,362 $ (16,004,639) $ 15,280,737

Condensed Statements of Cash Fl

Condensed Statements of Cash Flows (Unaudited) - USD ($)6 Months Ended
Dec. 31, 2020Dec. 31, 2019
Cash Flows from Operating Activities
Net loss $ (7,373,838) $ (1,912,743)
Adjustments to reconcile net loss to net cash and cash equivalents from operating activities:
Depreciation and amortization339,953 217,810
Stock compensation expense429,488 280,245
Amortization of debt costs182,900
Interest expense on notes payable converted to common stock3,430,931
Value of common stock issued in exchange for consulting services789,600
Changes in operating assets and liabilities which (used) provided cash:
Accounts receivable55,680 (86,120)
Payments to university partners (4,510)
Prepaid expenses and other assets(894,959)(1,385)
Accounts payable(38,759)(150,642)
Deferred revenue359,529 99,593
Accrued and other liabilities(29,282)26,682
Net cash and cash equivalents used in operating activities(2,748,757)(1,531,070)
Cash Flows from Investing Activities
Purchase of property and equipment(46,749)(7,810)
Investment in capitalized software(406,776)(474,472)
Net cash and cash equivalents used in investing activities(453,525)(482,282)
Cash Flows from Financing Activities
Issuance of common stock – net of issuance costs12,796,230 4,770,222
Net Increase in Cash and Cash Equivalents9,593,948 2,756,870
Cash and Cash Equivalents - Beginning of period4,093,874 1,008,902
Cash and Cash Equivalents - End of period13,687,822 3,765,772
Significant Noncash Transactions:
Acquisition of capitalized software included in accounts payable and accrued liabilities56,285 39,275
Conversion of convertible notes payable, including accrued interest of $73,315, into $113 of common stock2,255,745
Issuance of common stock in exchange for consulting services $ 789,600

Condensed Statements of Cash _2

Condensed Statements of Cash Flows (Unaudited) (Parenthetical) - USD ($)6 Months Ended
Dec. 31, 2020Dec. 31, 2019
Statement of Cash Flows [Abstract]
Accrued interest $ 73,315 $ 113

Nature of Business

Nature of Business6 Months Ended
Dec. 31, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Nature of BusinessNote 1 - Nature of Business Amesite Inc. (the "Company")
was incorporated in November 2017. The Company is an artificial intelligence driven platform and course designer, that provides
customized, high performance and scalable online products for schools and businesses. The Company uses machine learning to provide
a novel, mass customized experience to learners. The Company's customers are businesses, universities and colleges, and K-12
schools. The Company's activities are subject to significant risks and uncertainties. The Company's operations are
considered to be in one segment. On September 18, 2020, we consummated
a reorganizational merger (the "Reorganization"), pursuant to an Agreement and Plan of Merger (the "Merger Agreement"),
dated July 14, 2020, whereby we merged with and into Amesite Inc. ("Amesite Parent") our former parent corporation,
with our Company resulting as the surviving entity. In connection with the same, we filed a Certificate of Ownership and Merger
with the Secretary of State of the State of Delaware, and changed our name from "Amesite Operating Company" to "Amesite
Inc." The stockholders of Amesite Parent approved the Merger Agreement on August 4, 2020. The directors and officers of Amesite
Parent became our directors and officers. Pursuant to the Merger Agreement,
on the Effective Date, each share of the Amesite parent's common stock, $0.0001 par value per share, issued and outstanding
immediately before the Effective Date, was converted, on a one-for-one basis, into shares of our common stock. Additionally, each option or
warrant to acquire shares of Amesite Parent outstanding immediately before the Effective Date was converted into and became an
equivalent option to acquire shares of our common stock, upon the same terms and conditions. As discussed in Note 6, the Company
completed a stock offering through which it raised approximately $12.8 million in net proceeds. These funds will be utilized to
execute the Company's strategic growth plans, including hiring additional sales staff as well as product engineers. These
funds provide sufficient operating capital for the Company. As such, we have concluded there are no current conditions or events
present that raise substantial doubt about the entity's ability to continue as a going concern.

Significant Accounting Policies

Significant Accounting Policies6 Months Ended
Dec. 31, 2020
Accounting Policies [Abstract]
Significant Accounting PoliciesNote 2 - Significant Accounting
Policies Basis of Presentation The condensed financial statements
of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP")
and considering the requirements of the United States Securities and Exchange Commission ("SEC"). The Company has a fiscal
year with a June 30 year end. In the opinion of management,
the financial statements of the Company as of December 31, 2020 and 2019 and for the three and six months ended December 31, 2020
and 2019 include all adjustments and accruals, consisting only of normal, recurring accrual adjustments, which are necessary for
fair presentation of the results for the interim periods. These interim results are not necessarily indicative of results for a
full year. Certain information and footnote
disclosures normally included in financial statements prepared in accordance with GAAP have been condensed in or omitted from this
report pursuant to the rules and regulations of the SEC. These financial statements should be read together with the financial
statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended June 30, 2020. Certain operating expenses within
the statement of operations from the prior year have been reclassified to conform with the current year presentation. Use of Estimates The preparation of condensed
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 revenue and expenses during the reporting period. Actual results could differ
from those estimates. Fair Value Measurements
Accounting standards require
certain assets and liabilities be reported at fair value in the financial statements and provide a framework for establishing that
fair value. The framework for determining fair value is based on a hierarchy that prioritizes the inputs and valuation techniques
used to measure fair value. Fair values determined by Level
1 inputs use quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Fair values determined by Level
2 inputs use other inputs that are observable, either directly or indirectly. These Level 2 inputs include quoted prices for similar
assets and liabilities in active markets and other inputs such as interest rates and yield curves that are observable at commonly
quoted intervals. Level 3 inputs are unobservable
inputs, including inputs that are available in situations where there is little, if any, market activity for the related asset.
These Level 3 fair value measurements are based primarily on management's own estimates using pricing models, discounted
cash flow methodologies, or similar techniques. In instances whereby inputs used
to measure fair value fall into different levels in the above fair value hierarchy, fair value measurements in their entirety are
categorized based on the lowest level input that is significant to the valuation. The Company's assessment of the significance
of particular inputs to these fair value measurements requires judgment and considers factors specific to each asset or liability. Cash and Cash Equivalents
The Company considers all investments
with an original maturity of three months or less when purchased to be cash equivalents. The total amount of bank deposits (checking,
savings, and investment accounts) that was insured by the FDIC at December 31, 2020 was $500,000. Property and Equipment
Property and equipment are recorded
at cost. The straight-line method is used for computing depreciation and amortization. Assets are depreciated over their estimated
useful lives. The cost of leasehold improvements is depreciated (amortized) over the lesser of the length of the related leases
or the estimated useful lives of the assets. Costs of maintenance and repairs are charged to expense when incurred.
Depreciable Life - Years
Leasehold improvements Shorter of estimated lease term or 10 years
Furniture and fixtures 7 years
Computer equipment and software 5 years Capitalized Software Costs
The Company capitalizes significant
costs incurred in the development of software for internal use, including the costs of the software, materials, consultants, and
payroll and payroll related costs for employees incurred in developing internal use computer software. Planning costs incurred
prior to the development of software and costs not qualifying for capitalization are charged to expense. The company amortizes
capitalized software over a period of three years, which is the expected useful life of the software. The Company recognized amortization
expense of approximately $175,000 and $112,000 for the three month periods ended December 31, 2020 and 2019, respectively. The
Company recognized amortization expense of approximately $333,000 and $204,000 for the six month periods ended December 31, 2020
and 2019, respectively. Accumulated amortization at December 31, 2020 and 2019 was $937,298 and $325,510, respectively. Revenue Recognition We generate substantially all
of our revenue from contractual arrangements with our businesses, colleges and universities and K-12 schools to provide a comprehensive
platform of tightly integrated technology and technology enabled services related to product offerings. Performance Obligations and
Timing of Recognition A performance obligation is a
promise in a contract to transfer a distinct good or service to the customer. A contract's transaction price is allocated
to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. We derive revenue from annual
licensing arrangements, including maintenance fees, setup fees and other variable fees for course development and miscellaneous
items. Our contracts with partners generally have two to five-year terms and have a single performance obligation. The promises
to set up and provide a hosted platform of tightly integrated technology and services partners need to attract, enroll, educate
and support students are not distinct within the context of the contracts. This performance obligation is satisfied as the partners
receive and consume benefits, which occurs ratably over the contract term. We do not disclose the value
of unsatisfied performance obligations because the variable consideration is allocated entirely to a wholly unsatisfied promise
to transfer a service that forms part of a single performance obligation (i.e., consideration received is based on the level of
product offerings, which is unknown in advance). We also receive fees that are
fixed in nature, such as annual license and maintenance charges, in place of or in conjunction with variable consideration. The
fees are independent of the number of students that are enrolled in courses with our customers and are allocated to and recognized
ratably over the service period of the contract that the Company's platform is made available to the customer (i.e. the customer
simultaneously receives and consumes the benefit of the software over the contract service period). The following factors affect
the nature, amount, timing, and uncertainty of our revenue and cash flows:
● The majority of our customers are private and public learning institutions across various domestic regions, however the majority of our revenue is derived from enterprise customers
● The majority of our customers have annual payment terms The following table shows revenue from contracts with
customers by customer type for the six months ended December 31:
Customer Type 2020 2019
Enterprise $ 189,548 $ -
K12 17,614 -
University 9,759 40,307
Total $ 216,921 $ 40,307 Contract Fulfilment Costs We incur certain fulfilment costs
related to software design of specific course offerings for our customers, primarily comprised of software development, configuration
costs, and implementation costs. These costs are capitalized and recorded on a contract-by-contract basis and amortized using the
straight-line method over the length of the contract (i.e. on a systematic basis that is consistent with the transfer to the customer
of the goods or services to which the asset relates). There were no costs to fulfill capitalized or amortized as of December 31,
2020 or 2019. Accounts Receivable, Contract
Assets and Liabilities Balance sheet items related to
contracts consist of accounts receivable (net) and contract liabilities on our condensed balance sheets. Accounts receivable (net)
is stated at net realizable value, and we utilize the allowance method to provide for doubtful accounts based on management's
evaluation of the collectability of the amounts due. Our estimates are reviewed and revised periodically based on historical collection
experience and a review of the current status of accounts receivable. Historically, actual write-offs for uncollectible accounts
have not significantly differed from prior estimates. There was no allowance for doubtful accounts on accounts receivable balances
as of December 31, 2020 and June 30, 2020. We may recognize revenue prior
to billing a customer when we have satisfied or partially satisfied our performance obligations as billings to our customers may
not be made until after the service period has commenced. As of December 31, 2020 and June 30, 2020, we do not have any contract
assets. Contract liabilities as of each
balance sheet date represent the excess of amounts billed or received as compared to amounts recognized in revenue on our condensed
statements of operations as of the end of the reporting period, and such amounts are reflected as a current liability on our condensed
balance sheets as deferred revenue. We generally receive payments prior to completion of the service period and our performance
obligations. These payments are recorded as deferred revenue until the services are delivered or until our obligations are otherwise
met, at which time revenue is recognized. Some contracts also involve annual
license fees, for which upfront amounts are received from customers. In these contracts, the license fees received in advance of
the platform's launch are recorded as contract liabilities. The following table provides
information on the changes in the balance of contract liabilities for the six months ended December 31:
2020 2019
Opening balance $ 380,000 $ -
Billings 576,450 99,593
Less revenue recognized from continuing operations (net of returns and allowances): (216,921 ) -
Closing balance $ 739,529 $ 99,593 Technology and Content
Development Technology and content development
expenditures consist primarily of personnel and personnel-related expense and contracted services associated with the maintenance
of our platform as well as hosting and licensing costs and are charged to expense as incurred. It also includes amortization of
capitalized software costs and research and development costs related to improving our platform and creating content that are charged
to expense as incurred. Stock-Based Payments Financial Accounting Standards
Board ("FASB") Accounting Standards Codification ("ASC") Topic 718 "Compensation-Stock Compensation"
requires companies to measure the cost of employee and nonemployee services received in exchange for the award of equity instruments
based on the estimated fair value of the award at the date of grant. The expense is to be recognized over the period during which
an employee is required to provide services in exchange for the award. The Company accounts for shares of common stock, stock options
and warrants issued to employees and nonemployees based on the fair value of the stock, stock option or warrant. Income Taxes In calculating the provision
for interim income taxes, in accordance with Accounting Standards Codification (ASC) 740, Income Taxes, we apply an estimated annual
effective tax rate to year-to-date ordinary income. At the end of each interim period, we estimate the effective tax rate expected
to be applicable for the full fiscal year. Deferred tax assets are reduced
by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. 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 effect on deferred tax assets and liabilities of a change in
tax rates is recognized in the condensed statement of operations in the period that includes the enactment date. Net Loss per Share Basic net loss per share is computed
by dividing net loss available to common shareholders by the weighted average number of common shares outstanding during the period.
Diluted loss per share includes potentially dilutive securities such as outstanding options and warrants, using various methods
such as the treasury stock or modified treasury stock method in the determination of dilutive shares outstanding during each reporting
period. For the three and six months ended December 31, 2020, the Company had 2,917,000 and 2,068,783 potentially dilutive shares
of common stock related to common stock options and warrants, respectively, as determined using the if-converted method. For the
three and six months ended December 31, 2019, the Company had 1,170,833 and 1,771,192 potentially dilutive shares of common stock
related to common stock options and warrants, respectively, as determined using the if-converted method. For all periods presented,
the dilutive effect of common stock options and common stock warrants has not been included in the average shares outstanding for
the calculation of net loss per share as the effect would be anti-dilutive as a result of our net losses in these periods. Risks and Uncertainties
The Company operates in an industry
subject to rapid change. The Company's operations will be subject to significant risk and uncertainties including financial, operational,
technological, and other risks associated with an early stage company, including the potential risk of business failure. On March 11, 2020, the World
Health Organization declared the outbreak of a respiratory disease caused by a novel coronavirus as a "pandemic." First
identified in late 2019 and known now as COVID-19, the outbreak has impacted thousands of individuals worldwide. In response, many
countries, including the United States, have implemented measures to combat the outbreak which have impacted global business operations.
While management believes the Company's operations have not been significantly impacted, the Company continues to monitor
the situation. In addition, while the Company's results of operations, cash flows and financial condition could be negatively
impacted, the extent of the impact cannot be reasonably estimated at this time.

Prepaid Expenses and Other Asse

Prepaid Expenses and Other Assets6 Months Ended
Dec. 31, 2020
Notes to Financial Statements
Prepaid Expenses and Other AssetsNote 3 – Prepaid Expenses
and Other Assets Prepaid expenses and other assets
is comprised of the following:
December 31, June 30,
Prepaid insurance $ 540,093 $ 36,102
Prepaid consulting services 533,973 -
Prepaid offering costs - 142,730
Other prepaid services 43,167 43,442
Total $ 1,117,233 $ 222,274

Stock-Based Compensation

Stock-Based Compensation6 Months Ended
Dec. 31, 2020
Share-based Payment Arrangement [Abstract]
Stock-Based CompensationNote 4 - Stock-Based Compensation The Company's Equity Incentive
Plan (the "Plan") permits the grant of stock options, stock appreciation rights, restricted stock, or restricted stock
units to officers, employees, directors, consultants, agents, and independent contractors of the Company. The Company believes
that such awards better align the interests of its employees, directors, and consultants with those of its stockholders. Option
awards are generally granted with an exercise price equal to the market price of the Company's stock at the date of grant; those
option awards generally vest over two years from the grant date and generally have ten-year contractual terms. Certain option awards
provide for accelerated vesting (as defined in the Plan). The Company has reserved 4,600,000
shares of common stock to be available for granting under the Plan. The Company estimates the fair
value of each option award using a Black-Scholes Model ("BSM") that uses the weighted-average assumptions included in
the table below. Expected volatilities are based on historical volatility of comparable companies. The Company uses historical
data to estimate option exercise within the valuation model or estimates the expected option exercise when historical data is unavailable.
The risk-free rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at
the time of grant. The Company has not paid any dividends on common stock since its inception and does not anticipate paying dividends
on its common stock in the foreseeable future. When calculating the amount of annual compensation expense, the Company has elected
not to estimate forfeitures and instead accounts for forfeitures as they occur. The following table summarizes
the assumptions used for estimating the fair value of the stock options granted for the six-month periods presented:
December 31, December 31,
Expected term (years) 6.00 6.00
Risk-free interest rate 0.15 % 2.13 %
Expected volatility 46.30 % 45.00 %
Dividend yield 0 % 0 % A summary of option activity
for the six months ended December 31, 2020 is presented below:
Options Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in years)
Outstanding at July 1, 2020 2,962,833 $ 1.82 9.06
Granted 164,000 3.53 9.76
Terminated (209,833 ) 1.65 -
Outstanding at December 31, 2020 2,917,000 1.93 8.67 The weighted-average grant-date
fair value of options granted during the six month period ended December 31, 2020 was $1.51. The options contained time-based vesting
conditions satisfied over periods ranging from two to five years from the grant date. The Company recognized $217,075
and $100,375 in expense related to the Plan for the three month periods ended December 31, 2020 and 2019, respectively. The Company
recognized $429,488 and $280,245 in expense related to the Plan for the six month periods ended December 31, 2020 and 2019, respectively. As of December 31, 2020, there
was approximately $1,281,000 of total unrecognized compensation cost for employees and non-employees related to nonvested options.
That cost is expected to be recognized through June 2025.

Income Taxes

Income Taxes6 Months Ended
Dec. 31, 2020
Income Tax Disclosure [Abstract]
Income TaxesNote 5 - Income
Taxes For the three and six months
ended December 31, 2020 and prior periods since inception, the Company's activities have not generated any taxable income or tax
liabilities. Accordingly, the Company has not recognized an income tax benefit for the three and six month periods ended December
31, 2020 and 2019. The Company has approximately
$14,152,000 of net operating loss carryforwards available to reduce future income taxes, of which approximately $17,000 of net
operating loss carryforwards expire in 2037. Due to uncertainty as to the realization of the net operating loss carryforwards and
other deferred tax assets as a result of the Company's limited operating history and operating losses since inception, a full valuation
allowance has been recorded against the Company's deferred tax assets.

Common Stock

Common Stock6 Months Ended
Dec. 31, 2020
Common Stock [Abstract]
Common StockNote 6 - Common
Stock On September 25, 2020, the Company
completed an offering ("Offering") of 3,000,000 shares of its common stock, $0.0001 par value per share, at an offering
price of $5.00 per share (total net proceeds of approximately $12.8 million after underwriting discounts, commissions, and other
offering costs). In connection with the Offering, the Company has agreed to issue five (5) year warrants to the placement agent
to purchase five (5%) of the common shares sold for an exercise price equal to $6.00. Total warrants of 150,000 were issued to
the underwriter on September 29, 2020. The Company measures the warrants
using the Black-Scholes Model ("BSM") to estimate their fair value. The fair value of the warrants issued in connection
with the Offering was approximately $249,000 based on the following inputs and assumptions using the BSM: (i) expected stock price
volatility of 45.00%; (ii) risk-free interest rate of .14%; and (iii) expected life of the warrants of 5 years. The warrants are
included in offering costs in the Statement of Stockholders' Equity. In connection with the Offering,
the Company converted its outstanding convertible notes payable into 1,127,872 shares of its common stock (Note 7). Additionally, in connection with
the Offering, the Company cancelled 126,532 warrants previously issued to nonemployees in exchange for professional services to
meet certain offering listing requirements, of which 6,665 were replaced and deemed vested in full. As a result, the Company recorded
approximately $15,000 of additional warrant expense, which was recorded as additional paid-in-capital. On November 3, 2020 and December
14, 2020, the Company issued 69,709 shares of its common stock totaling approximately $290,000 and 106,383 shares of its common
stock totaling approximately $500,000 in value, respectively, to various consulting firms in exchange for strategic investor relations
services. These shares vested immediately upon issuance.

Convertible Notes Payable

Convertible Notes Payable6 Months Ended
Dec. 31, 2020
Convertible Notes Payable [Abstract]
Convertible Notes PayableNote 7 - Convertible
Notes Payable In April and May 2020, the Company
issued unsecured, convertible notes payable (the "Notes") to certain accredited investors, with an aggregate principal
amount of $2,182,500, in an offering intended to be exempt from registration under the Securities Act of 1933, as amended, pursuant
to Section 4(a)(2) thereof and Regulation D thereunder. The Notes were unsecured, bore
interest at 8% per annum, and matured one year from their dates of issuance. The Notes were subject to automatic conversion into
the Company's common stock upon a qualified equity financing or change of control, based on a specified formula for the conversion
price; using the lesser of $2.00 or 75% of the price paid per share in either of the conversion events. The Company incurred issuance
costs of $261,900. The issuance costs were amortized over six months, which was the estimated length of time that the Company believed
the Notes would be outstanding until a conversion event occurred. In connection with the Offering
(Note 6), the Notes (totaling $2,255,815, including accrued interest) were converted into 1,127,872 shares of common stock at $2.00
per share. As the Offering price was $5.00 per share, the Company recognized an expense totaling $3,383,546 which represents the
discount provided to the Note holders. This expense is recorded within interest expense in the condensed statement of operations.
Additionally, upon completion of the Offering, the remaining unamortized debt issuance costs of $182,900 were fully amortized and
included within interest expense.

Significant Accounting Polici_2

Significant Accounting Policies (Policies)6 Months Ended
Dec. 31, 2020
Accounting Policies [Abstract]
Basis of PresentationBasis of Presentation The condensed financial statements
of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP")
and considering the requirements of the United States Securities and Exchange Commission ("SEC"). The Company has a fiscal
year with a June 30 year end. In the opinion of management,
the financial statements of the Company as of December 31, 2020 and 2019 and for the three and six months ended December 31, 2020
and 2019 include all adjustments and accruals, consisting only of normal, recurring accrual adjustments, which are necessary for
fair presentation of the results for the interim periods. These interim results are not necessarily indicative of results for a
full year. Certain information and footnote
disclosures normally included in financial statements prepared in accordance with GAAP have been condensed in or omitted from this
report pursuant to the rules and regulations of the SEC. These financial statements should be read together with the financial
statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended June 30, 2020. Certain operating expenses within
the statement of operations from the prior year have been reclassified to conform with the current year presentation.
Use of EstimatesUse of Estimates The preparation of condensed
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 revenue and expenses during the reporting period. Actual results could differ
from those estimates.
Fair Value MeasurementsFair Value Measurements
Accounting standards require
certain assets and liabilities be reported at fair value in the financial statements and provide a framework for establishing that
fair value. The framework for determining fair value is based on a hierarchy that prioritizes the inputs and valuation techniques
used to measure fair value. Fair values determined by Level
1 inputs use quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Fair values determined by Level
2 inputs use other inputs that are observable, either directly or indirectly. These Level 2 inputs include quoted prices for similar
assets and liabilities in active markets and other inputs such as interest rates and yield curves that are observable at commonly
quoted intervals. Level 3 inputs are unobservable
inputs, including inputs that are available in situations where there is little, if any, market activity for the related asset.
These Level 3 fair value measurements are based primarily on management's own estimates using pricing models, discounted
cash flow methodologies, or similar techniques. In instances whereby inputs used
to measure fair value fall into different levels in the above fair value hierarchy, fair value measurements in their entirety are
categorized based on the lowest level input that is significant to the valuation. The Company's assessment of the significance
of particular inputs to these fair value measurements requires judgment and considers factors specific to each asset or liability.
Cash and Cash EquivalentsCash and Cash Equivalents
The Company considers all investments
with an original maturity of three months or less when purchased to be cash equivalents. The total amount of bank deposits (checking,
savings, and investment accounts) that was insured by the FDIC at December 31, 2020 was $500,000.
Property and EquipmentProperty and Equipment
Property and equipment are recorded
at cost. The straight-line method is used for computing depreciation and amortization. Assets are depreciated over their estimated
useful lives. The cost of leasehold improvements is depreciated (amortized) over the lesser of the length of the related leases
or the estimated useful lives of the assets. Costs of maintenance and repairs are charged to expense when incurred.
Depreciable Life - Years
Leasehold improvements Shorter of estimated lease term or 10 years
Furniture and fixtures 7 years
Computer equipment and software 5 years
Capitalized Software CostsCapitalized Software Costs
The Company capitalizes significant
costs incurred in the development of software for internal use, including the costs of the software, materials, consultants, and
payroll and payroll related costs for employees incurred in developing internal use computer software. Planning costs incurred
prior to the development of software and costs not qualifying for capitalization are charged to expense. The company amortizes
capitalized software over a period of three years, which is the expected useful life of the software. The Company recognized amortization
expense of approximately $175,000 and $112,000 for the three month periods ended December 31, 2020 and 2019, respectively. The
Company recognized amortization expense of approximately $333,000 and $204,000 for the six month periods ended December 31, 2020
and 2019, respectively. Accumulated amortization at December 31, 2020 and 2019 was $937,298 and $325,510, respectively.
Revenue RecognitionRevenue Recognition We generate substantially all
of our revenue from contractual arrangements with our businesses, colleges and universities and K-12 schools to provide a comprehensive
platform of tightly integrated technology and technology enabled services related to product offerings. Performance Obligations and
Timing of Recognition A performance obligation is a
promise in a contract to transfer a distinct good or service to the customer. A contract's transaction price is allocated
to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. We derive revenue from annual
licensing arrangements, including maintenance fees, setup fees and other variable fees for course development and miscellaneous
items. Our contracts with partners generally have two to five-year terms and have a single performance obligation. The promises
to set up and provide a hosted platform of tightly integrated technology and services partners need to attract, enroll, educate
and support students are not distinct within the context of the contracts. This performance obligation is satisfied as the partners
receive and consume benefits, which occurs ratably over the contract term. We do not disclose the value
of unsatisfied performance obligations because the variable consideration is allocated entirely to a wholly unsatisfied promise
to transfer a service that forms part of a single performance obligation (i.e., consideration received is based on the level of
product offerings, which is unknown in advance). We also receive fees that are
fixed in nature, such as annual license and maintenance charges, in place of or in conjunction with variable consideration. The
fees are independent of the number of students that are enrolled in courses with our customers and are allocated to and recognized
ratably over the service period of the contract that the Company's platform is made available to the customer (i.e. the customer
simultaneously receives and consumes the benefit of the software over the contract service period). The following factors affect
the nature, amount, timing, and uncertainty of our revenue and cash flows:
● The majority of our customers are private and public learning institutions across various domestic regions, however the majority of our revenue is derived from enterprise customers
● The majority of our customers have annual payment terms The following table shows revenue from contracts with
customers by customer type for the six months ended December 31:
Customer Type 2020 2019
Enterprise $ 189,548 $ -
K12 17,614 -
University 9,759 40,307
Total $ 216,921 $ 40,307 Contract Fulfilment Costs We incur certain fulfilment costs
related to software design of specific course offerings for our customers, primarily comprised of software development, configuration
costs, and implementation costs. These costs are capitalized and recorded on a contract-by-contract basis and amortized using the
straight-line method over the length of the contract (i.e. on a systematic basis that is consistent with the transfer to the customer
of the goods or services to which the asset relates). There were no costs to fulfill capitalized or amortized as of December 31,
2020 or 2019. Accounts Receivable, Contract
Assets and Liabilities Balance sheet items related to
contracts consist of accounts receivable (net) and contract liabilities on our condensed balance sheets. Accounts receivable (net)
is stated at net realizable value, and we utilize the allowance method to provide for doubtful accounts based on management's
evaluation of the collectability of the amounts due. Our estimates are reviewed and revised periodically based on historical collection
experience and a review of the current status of accounts receivable. Historically, actual write-offs for uncollectible accounts
have not significantly differed from prior estimates. There was no allowance for doubtful accounts on accounts receivable balances
as of December 31, 2020 and June 30, 2020. We may recognize revenue prior
to billing a customer when we have satisfied or partially satisfied our performance obligations as billings to our customers may
not be made until after the service period has commenced. As of December 31, 2020 and June 30, 2020, we do not have any contract
assets. Contract liabilities as of each
balance sheet date represent the excess of amounts billed or received as compared to amounts recognized in revenue on our condensed
statements of operations as of the end of the reporting period, and such amounts are reflected as a current liability on our condensed
balance sheets as deferred revenue. We generally receive payments prior to completion of the service period and our performance
obligations. These payments are recorded as deferred revenue until the services are delivered or until our obligations are otherwise
met, at which time revenue is recognized. Some contracts also involve annual
license fees, for which upfront amounts are received from customers. In these contracts, the license fees received in advance of
the platform's launch are recorded as contract liabilities. The following table provides
information on the changes in the balance of contract liabilities for the six months ended December 31:
2020 2019
Opening balance $ 380,000 $ -
Billings 576,450 99,593
Less revenue recognized from continuing operations (net of returns and allowances): (216,921 ) -
Closing balance $ 739,529 $ 99,593
Technology and Content DevelopmentTechnology and Content
Development Technology and content development
expenditures consist primarily of personnel and personnel-related expense and contracted services associated with the maintenance
of our platform as well as hosting and licensing costs and are charged to expense as incurred. It also includes amortization of
capitalized software costs and research and development costs related to improving our platform and creating content that are charged
to expense as incurred.
Stock-Based PaymentsStock-Based Payments Financial Accounting Standards
Board ("FASB") Accounting Standards Codification ("ASC") Topic 718 "Compensation-Stock Compensation"
requires companies to measure the cost of employee and nonemployee services received in exchange for the award of equity instruments
based on the estimated fair value of the award at the date of grant. The expense is to be recognized over the period during which
an employee is required to provide services in exchange for the award. The Company accounts for shares of common stock, stock options
and warrants issued to employees and nonemployees based on the fair value of the stock, stock option or warrant.
Income TaxesIncome Taxes In calculating the provision
for interim income taxes, in accordance with Accounting Standards Codification (ASC) 740, Income Taxes, we apply an estimated annual
effective tax rate to year-to-date ordinary income. At the end of each interim period, we estimate the effective tax rate expected
to be applicable for the full fiscal year. Deferred tax assets are reduced
by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. 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 effect on deferred tax assets and liabilities of a change in
tax rates is recognized in the condensed statement of operations in the period that includes the enactment date.
Net Loss per ShareNet Loss per Share Basic net loss per share is computed
by dividing net loss available to common shareholders by the weighted average number of common shares outstanding during the period.
Diluted loss per share includes potentially dilutive securities such as outstanding options and warrants, using various methods
such as the treasury stock or modified treasury stock method in the determination of dilutive shares outstanding during each reporting
period. For the three and six months ended December 31, 2020, the Company had 2,917,000 and 2,068,783 potentially dilutive shares
of common stock related to common stock options and warrants, respectively, as determined using the if-converted method. For the
three and six months ended December 31, 2019, the Company had 1,170,833 and 1,771,192 potentially dilutive shares of common stock
related to common stock options and warrants, respectively, as determined using the if-converted method. For all periods presented,
the dilutive effect of common stock options and common stock warrants has not been included in the average shares outstanding for
the calculation of net loss per share as the effect would be anti-dilutive as a result of our net losses in these periods.
Risks and UncertaintiesRisks and Uncertainties
The Company operates in an industry
subject to rapid change. The Company's operations will be subject to significant risk and uncertainties including financial, operational,
technological, and other risks associated with an early stage company, including the potential risk of business failure. On March 11, 2020, the World
Health Organization declared the outbreak of a respiratory disease caused by a novel coronavirus as a "pandemic." First
identified in late 2019 and known now as COVID-19, the outbreak has impacted thousands of individuals worldwide. In response, many
countries, including the United States, have implemented measures to combat the outbreak which have impacted global business operations.
While management believes the Company's operations have not been significantly impacted, the Company continues to monitor
the situation. In addition, while the Company's results of operations, cash flows and financial condition could be negatively
impacted, the extent of the impact cannot be reasonably estimated at this time.

Significant Accounting Polici_3

Significant Accounting Policies (Tables)6 Months Ended
Dec. 31, 2020
Accounting Policies [Abstract]
Schedule of property and equipment estimated useful livesDepreciable Life - Years
Leasehold improvements Shorter of estimated lease term or 10 years
Furniture and fixtures 7 years
Computer equipment and software 5 years
Schedule of revenue from contracts with customersCustomer Type 2020 2019
Enterprise $ 189,548 $ -
K12 17,614 -
University 9,759 40,307
Total $ 216,921 $ 40,307
Schedule of contract liabilities2020 2019
Opening balance $ 380,000 $ -
Billings 576,450 99,593
Less revenue recognized from continuing operations (net of returns and allowances): (216,921 ) -
Closing balance $ 739,529 $ 99,593

Prepaid Expenses and Other As_2

Prepaid Expenses and Other Assets (Tables)6 Months Ended
Dec. 31, 2020
Notes to Financial Statements
Schedule of prepaid expense and other assetsDecember 31, June 30,
Prepaid insurance $ 540,093 $ 36,102
Prepaid consulting services 533,973 -
Prepaid offering costs - 142,730
Other prepaid services 43,167 43,442
Total $ 1,117,233 $ 222,274

Stock-Based Compensation (Table

Stock-Based Compensation (Tables)6 Months Ended
Dec. 31, 2020
Share-based Payment Arrangement [Abstract]
Schedule of assumptions used for estimating the fair value of the stock options December 31, December 31,
Expected term (years) 6.00 6.00
Risk-free interest rate 0.15 % 2.13 %
Expected volatility 46.30 % 45.00 %
Dividend yield 0 % 0 %
Schedule of option activityOptions Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in years)
Outstanding at July 1, 2020 2,962,833 $ 1.82 9.06
Granted 164,000 3.53 9.76
Terminated (209,833 ) 1.65 -
Outstanding at December 31, 2020 2,917,000 1.93 8.67

Nature of Business (Details)

Nature of Business (Details) - USD ($)6 Months Ended
Dec. 31, 2020Jun. 30, 2020
Nature of Business (Textual)
Common stock, par value $ 0.0001 $ 0.0001
Stock offering $ 12,800,000
Merger Agreement [Member]
Nature of Business (Textual)
Common stock, par value $ 0.0001

Significant Accounting Polici_4

Significant Accounting Policies (Details)6 Months Ended
Dec. 31, 2020
Leasehold improvements [Member]
Depreciable Life - Years, DescriptionShorter of estimated lease term or 10 years
Furniture and fixtures [Member]
Depreciable Life - Years7 years
Computer equipment and software [Member]
Depreciable Life - Years5 years

Significant Accounting Polici_5

Significant Accounting Policies (Details 1) - USD ($)3 Months Ended6 Months Ended
Dec. 31, 2020Dec. 31, 2019Dec. 31, 2020Dec. 31, 2019
Total Revenue $ 106,812 $ 32,607 $ 216,921 $ 40,307
Enterprise [Member]
Total Revenue189,548
K12 [Member]
Total Revenue17,614
University [Member]
Total Revenue $ 9,759 $ 40,307

Significant Accounting Polici_6

Significant Accounting Policies (Details 2) - USD ($)Dec. 31, 2020Dec. 31, 2019
Accounting Policies [Abstract]
Opening balance $ 380,000
Billings576,450 99,593
Less revenue recognized from continuing operations (net of returns and allowances):(216,921)
Closing balance $ 739,529 $ 99,593

Significant Accounting Polici_7

Significant Accounting Policies (Details Textual) - USD ($)3 Months Ended6 Months Ended
Dec. 31, 2020Dec. 31, 2019Dec. 31, 2020Dec. 31, 2019
Significant Accounting Policies (Textual)
Amount of FDIC $ 500,000 $ 500,000
Amortization expense $ 175,000 $ 112,000 333,000 $ 204,000
Accumulated amortization $ 937,298 $ 325,510
Warrants [Member]
Significant Accounting Policies (Textual)
Potentially dilutive shares of common stock related to common stock options and warrants2,917,000 1,170,833 2,068,783 1,771,192

Prepaid Expenses and Other As_3

Prepaid Expenses and Other Assets (Details) - USD ($)Dec. 31, 2020Jun. 30, 2020
Notes to Financial Statements
Prepaid insurance $ 540,093 $ 36,102
Prepaid consulting services533,973
Prepaid offering costs 142,730
Other prepaid services43,167 43,442
Total $ 1,117,233 $ 227,274

Stock-Based Compensation (Detai

Stock-Based Compensation (Details)6 Months Ended
Dec. 31, 2020Dec. 31, 2019
Share-based Payment Arrangement [Abstract]
Expected term (years)6 years6 years
Risk-free interest rate0.15%2.13%
Expected volatility46.30%45.00%
Dividend yield0.00%0.00%

Stock-Based Compensation (Det_2

Stock-Based Compensation (Details 1) - Options [Member]6 Months Ended
Dec. 31, 2020$ / sharesshares
Number of Shares, Outstanding, Beginning | shares2,962,833
Number of Shares, Granted | shares164,000
Number of Shares, Terminated | shares(209,833)
Number of Shares, Outstanding, Ending | shares2,917,000
Weighted Average Exercise Price, Outstanding, Beginning | $ / shares $ 1.82
Weighted Average Exercise Price, Granted | $ / shares3.53
Weighted Average Exercise Price, Terminated | $ / shares1.65
Weighted Average Exercise Price, Outstanding, Ending | $ / shares $ 1.93
Weighted Average Remaining Contractual Term (in years), Beginning9 years 22 days
Weighted Average Remaining Contractual Term (in years), Granted9 years 9 months 3 days
Weighted Average Remaining Contractual Term (in years), Ending8 years 8 months 2 days

Stock-Based Compensation (Det_3

Stock-Based Compensation (Details Textual) - USD ($)3 Months Ended6 Months Ended
Dec. 31, 2020Dec. 31, 2019Sep. 30, 2019Dec. 31, 2020Dec. 31, 2019
Stock-Based Compensation (Textual)
Weighted-average grant-date fair value of options granted $ 1.51
Recognized expense $ 217,075 $ 100,375 $ 429,488 $ 280,245
Restricted shares value related to nonqualified stock options $ 2,093,679
Nonvested options [Member]
Stock-Based Compensation (Textual)
Total unrecognized compensation cost for employees and non-employees related to nonvested options $ 1,281,000 $ 1,281,000
Minimum [Member]
Stock-Based Compensation (Textual)
Option contained time-based vesting conditions2 years
Maximum [Member]
Stock-Based Compensation (Textual)
Option contained time-based vesting conditions5 years
Equity Incentive Plan [Member]
Stock-Based Compensation (Textual)
Common stock granted4,600,000

Income Taxes (Details)

Income Taxes (Details)6 Months Ended
Dec. 31, 2020USD ($)
Income Taxes (Textual)
Net operating loss carryforwards $ 14,152,000
Operating loss carryforwards $ 17,000
Net operating loss carryforwards expire, descriptionNet operating loss carryforwards expire in 2037.

Common Stock (Details)

Common Stock (Details) - USD ($)Dec. 14, 2020Nov. 03, 2020Sep. 25, 2020Dec. 31, 2020
Common Stock (Textual)
Shares of common stock3,000,000
Sale price, per share $ 0.0001
Offering per share price $ 5
Proceeds of net amount $ 12,800,000
Net proceeds, descriptionTotal net proceeds of approximately $12.8 million after underwriting discounts, commissions, and other offering costs.
Private placement offering, description The Company has agreed to issue five (5) year warrants to the placement agent to purchase five (5%) of the common shares sold for an exercise price equal to $6.00. Total warrants of 150,000 were issued to the underwriter on September 29, 2020.
Fair value of the warrants $ 249,000
Description of Fair Value of the warrantsThe fair value of the warrants issued in connection with the Offering was approximately $249,000 based on the following inputs and assumptions using the BSM: (i) expected stock price volatility of 45.00%; (ii) risk-free interest rate of .14%; and (iii) expected life of the warrants of 5 years. The warrants are included in offering costs in the Statement of Stockholders' Equity.
Description of offeringThe Company cancelled 126,532 warrants previously issued to nonemployees in exchange for professional services to meet certain offering listing requirements, of which 6,665 were replaced and deemed vested in full. As a result, the Company recorded approximately $15,000 of additional warrant expense, which was recorded as additional paid-in-capital.
Convertible notes payable into shares1,127,872
Common Stock [Member]
Common Stock (Textual)
Shares of issued106,383 69,709
Common stock totaling approximately $ 500,000 $ 290,000

Convertible Notes Payable (Deta

Convertible Notes Payable (Details) - USD ($)6 Months Ended
Dec. 31, 2020May 30, 2020Apr. 30, 2020
Convertible Notes Payable (Textual)
Aggregate principal amount $ 2,182,500 $ 2,182,500
Unsecured bear interest8.00%
Convertible debt price, per share $ 2
Convertible debt, percentage75.00%
Debt issuance costs $ 261,900
Accrued interest2,255,815
Amortization of debt issuance costs $ 182,900
Debt offering, descriptionThe Notes (totaling $2,255,815, including accrued interest) were converted into 1,127,872 shares of common stock at $2.00 per share. As the Offering price was $5.00 per share, the Company recognized an expense totaling $3,383,546 which represents the discount provided to the Note holders. This expense is recorded within interest expense in the condensed statement of operations. Additionally, upon completion of the Offering, the remaining unamortized debt issuance costs of $182,900 were fully amortized and included within interest expense.
Shares of common stock converted1,127,872
Recognized expense $ 3,383,546