Cover
Cover - USD ($) | 12 Months Ended | ||
Jun. 30, 2020 | Oct. 15, 2020 | Dec. 31, 2019 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Jun. 30, 2020 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2020 | ||
Current Fiscal Year End Date | --06-30 | ||
Entity File Number | 000-12641 | ||
Entity Registrant Name | DALRADA FINANCIAL CORP | ||
Entity Central Index Key | 0000725394 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | No | ||
Entity Interactive Data Current | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 2,119,486 | ||
Entity Common Stock, Shares Outstanding | 68,464,742 | ||
Incorporation state | DE |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Jun. 30, 2020 | Jun. 30, 2019 |
Current assets | ||
Cash and cash equivalents | $ 75,165 | $ 963 |
Accounts receivable, net | 229,167 | 27,959 |
Accounts receivable, net - related parties | 99,357 | 0 |
Other receivables | 76,013 | 0 |
Inventories | 650,422 | 18,768 |
Prepaid expenses and other current assets | 121,413 | 0 |
Total current assets | 1,251,537 | 47,690 |
Property and equipment, net | 240,508 | 5,500 |
Other assets | 30,000 | 0 |
Goodwill | 143,152 | 0 |
Right of use asset, net | 1,118,474 | 0 |
Total assets | 2,783,671 | 53,190 |
Current liabilities | ||
Accounts payable | 297,720 | 25,250 |
Accrued liabilities | 231,865 | 23,522 |
Accrued payroll taxes, penalties and interest | 10,519,440 | 10,980,278 |
Accounts payable and accrued liabilities - related parties | 556,317 | 479,512 |
Deferred revenue | 176,291 | 0 |
Notes payable | 93,217 | 0 |
Notes payable - related parties | 3,053,782 | 305,272 |
Convertible notes payable - related party | 1,875,000 | 1,875,000 |
Right of use liability | 225,611 | 0 |
Total current liabilities | 17,029,243 | 13,688,834 |
Right of use liability | 892,863 | 0 |
Total liabilities | 17,922,106 | 13,688,834 |
Stockholders' deficit: | ||
Preferred stock, $0.01 par value, 100,000 shares authorized, 5,000 and no shares issued and outstanding at June 30, 2020 and 2019, respectively | 50 | 0 |
Common stock, $0.005 par value, 1,000,000,000 shares authorized, 68,464,742 shares and 48,281,128 shares issued and outstanding at June 30, 2020 and 2019, respectively | 342,324 | 241,406 |
Additional paid-in capital | 91,904,874 | 91,086,179 |
Noncontrolling interests | 51,821 | 0 |
Accumulated deficit | (107,429,607) | (104,963,229) |
Accumulated other comprehensive income | (7,897) | 0 |
Total stockholders' deficit | (15,138,435) | (13,635,644) |
Total liabilities and stockholders' deficit | $ 2,783,671 | $ 53,190 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2020 | Jun. 30, 2019 |
Statement of Financial Position [Abstract] | ||
Preferred stock, shares authorized | 100,000 | 100,000 |
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares issued | 5,000 | 0 |
Preferred stock, shares outstanding | 5,000 | 0 |
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 |
Common stock, par value | $ 0.005 | $ .005 |
Common stock, shares issued | 68,464,742 | 48,281,128 |
Common stock, shares outstanding | 68,464,742 | 48,281,128 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Total revenues | $ 1,178,154 | $ 72,155 |
Cost of revenue | 625,916 | 74,996 |
Gross profit (loss) | 552,238 | (2,841) |
Operating expenses: | ||
Selling, general and administrative | 2,769,122 | 721,847 |
Research and development | 471,963 | 50,050 |
Expenses incurred on terminated acquisition | 250 | 270,577 |
Total operating expenses | 3,241,335 | 1,042,474 |
Loss from operations | (2,689,097) | (1,045,315) |
Other income (expense): | ||
Interest expense | (1,041,732) | (853,175) |
Interest income | 8,769 | 0 |
Gain on expiration of accrued tax liability | 1,229,199 | 2,264,340 |
Gain (loss) on foreign exchange | 15,304 | 0 |
Total other income (expenses) | 211,540 | 1,411,165 |
Net income (loss) before taxes | (2,477,557) | 365,850 |
Income taxes | 0 | 0 |
Net income (loss) | (2,477,557) | 365,850 |
Net income (loss) attributable to noncontrolling interests | (11,179) | 0 |
Net income (loss) attributable to Dalrada Financial Corporation stockholders | (2,466,378) | 365,850 |
Foreign currency translation | (7,897) | 0 |
Comprehensive income (loss) | $ (2,485,454) | $ 365,850 |
Net income (loss) per common share to Dalrada stockholders - basic | $ (0.04) | $ 0.01 |
Net income (loss) per common share to Dalrada stockholders - diluted | $ (0.04) | $ 0 |
Weighted average common shares outstanding - basic | 56,801,796 | 47,429,073 |
Weighted average common shares outstanding - diluted | 56,801,796 | 102,576,132 |
Revenues Related Party [Member] | ||
Total revenues | $ 223,566 | $ 0 |
Revenues [Member] | ||
Total revenues | $ 954,588 | $ 72,155 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Deficit - USD ($) | Preferred Stock | Common Stock | Additional Paid-In Capital | Noncontrolling Interest | Accumulated Deficit | Accumulated Other Comprehensive Income | Total |
Beginning balance, shares at Jun. 30, 2018 | 47,281,128 | ||||||
Beginning balance, value at Jun. 30, 2018 | $ 236,406 | $ 91,052,594 | $ (105,329,079) | $ (14,040,078) | |||
Common stock issued pursuant to related party - reimburse expenses, shares | 1,000,000 | ||||||
Common stock issued pursuant to related party - reimburse expenses, value | $ 5,000 | 33,585 | 38,585 | ||||
Net income (loss) | 365,850 | 365,850 | |||||
Foreign currency translation | 0 | ||||||
Ending balance, shares at Jun. 30, 2019 | 48,281,128 | ||||||
Ending balance, value at Jun. 30, 2019 | $ 241,406 | 91,086,179 | (104,963,229) | (13,635,644) | |||
Conversion of related party payable to preferred stock, shares | 5,000 | ||||||
Conversion of related party payable to preferred stock, value | $ 50 | 120 | 170 | ||||
Conversion of related party note payable to common stock, shares | 3,965,614 | ||||||
Conversion of related party note payable to common stock, value | $ 19,828 | 175,279 | 195,107 | ||||
Common stock issued pursuant to acquisitions, shares | 12,718,000 | ||||||
Common stock issued pursuant to acquisitions, value | $ 63,590 | 465,496 | 63,000 | 592,086 | |||
Common stock issued for services, shares | 3,500,000 | ||||||
Common stock issued for services, value | $ 17,500 | 177,800 | 195,300 | ||||
Net income (loss) | (11,179) | (2,466,378) | (2,477,557) | ||||
Foreign currency translation | (7,897) | (7,897) | |||||
Ending balance, shares at Jun. 30, 2020 | 5,000 | 68,464,742 | |||||
Ending balance, value at Jun. 30, 2020 | $ 50 | $ 342,324 | $ 91,904,874 | $ 51,821 | $ (107,429,607) | $ (7,897) | $ (15,138,435) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Cash flows from operating activities | ||
Net income (loss) | $ (2,477,557) | $ 365,850 |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 46,602 | 0 |
Research and development expenses associated with asset acquisition | 93,000 | 0 |
Common stock issued for services | 195,300 | 0 |
Non-cash interest expense on conversion of related party note payable | 155,055 | 0 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (143,021) | (27,959) |
Other receivables | 84,162 | 0 |
Inventories | (521,592) | (18,768) |
Prepaid expenses and other assets | (66,742) | 0 |
Accounts payable | 146,226 | 10,229 |
Accounts payable and accrued liabilities - related parties | 472,136 | 260,000 |
Accrued liabilities | 84,823 | 0 |
Accrued payroll taxes | (460,838) | (1,411,744) |
Net cash used in operating activities | (2,392,446) | (822,392) |
Cash flows from investing activities | ||
Cash acquired pursuant to business combination | 206,987 | 0 |
Purchase of property and equipment | (194,073) | (5,500) |
Net cash provided by (used in) investing activities | 12,914 | (5,500) |
Cash flows from financing activities | ||
Proceeds from related party notes payable and advances | 2,393,232 | 823,369 |
Net proceed from notes payable | 69,824 | 0 |
Net cash provided by financing activities | 2,463,056 | 823,369 |
Net increase (decrease) in cash and cash equivalents | 83,524 | (4,523) |
Effect of exchange rate changes on cash | (9,322) | 0 |
Cash and cash equivalents at beginning of year | 963 | 5,486 |
Cash and cash equivalents at end of year | 75,165 | 963 |
Supplemental disclosure of cash flow information | ||
Cash paid for income taxes | 0 | 0 |
Cash paid for interest | 0 | 0 |
Supplemental disclosure of non-cash investing and financing activities | ||
Common stock issued pursuant to business combination | 499,086 | 0 |
Fair value of assets acquired and liabilities assumed in acquisitions | 355,934 | 0 |
Fair value of noncontrolling interest acquired in acquisition | 63,000 | 0 |
Transfer of related party accounts payable to related party notes payable | 356,998 | 0 |
Conversion of accounts payable - related parties to preferred stock | 170 | 0 |
Conversion of accrued wages to convertible notes payable - related party | 0 | 1,875,000 |
Stock issued to related party - reimburse expenses | $ 0 | $ 38,585 |
1. Organization and Nature of O
1. Organization and Nature of Operations | 12 Months Ended |
Jun. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Nature of Operations | 1. Organization and Nature of Operations Dalrada Financial Corporation (the “Company”) was incorporated in September 1982 under the laws of the State of California, and reincorporated in May 1983 under the laws of the State of Delaware. In June 2018, the Company created a new subsidiary, Dalrada Precision Corp. (“Dalrada Precision”), a mechanical contract provider. It extends the client’s engineering and operations team by helping devise bespoke manufacturing solutions tailored to its products. Dalrada Precision can enter at any stage of the product lifecycle from concept and design to mass production and logistics. In October 2018, the Company created a new subsidiary, Dalrada Health Products Corp (“Dalrada Health”). Dalrada Health will partner with client companies for the distribution of medical disposables, hospital equipment and furniture, medical devices, laboratory and dental products, and sanitizing, disinfectant and PPE products & services. In May 2019, Dalrada Health acquired a new subsidiary, C2C Life Sciences, Inc. (“C2C”). On November 1, 2019, the acquisition was rescinded, as the Company never gained control over C2C. Such costs incurred in connection with this rescinded acquisition, have been reflected in these condensed consolidated financial statements as expenses incurred on terminated acquisition. On December 6, 2019, Dalrada, via its wholly owned subsidiary, Dalrada Precision, acquired, by stock exchange agreement, 100% of Likido Ltd. (HQ) (“Likido”) in exchange of 6,118,000 shares of the Company’s common stock. Likido, a United Kingdom engineering-design company, is based in Edinburgh, Scotland. Likido is an international technology company developing advanced solutions for the harvesting and recycling of energy. Using its novel, heat pump systems (patent pending), Likido is working to revolutionize the renewable energy sector with the provision of innovative modular process technologies to maximize the capture and reuse of thermal energy for integrated heating and cooling applications. With uses across industrial, commercial and residential sectors, Likido provides cost savings and the minimized carbon emissions across global supply chains. Likido's technologies enable the effective recovery and recycling of process energy, mitigating against climate change and enhancing quality of life through the provision of low-carbon heating and cooling systems. In connection with the purchase of Likido, the Company is obligated to fund operations for a total up to $600,000 (see Note 3). On January 9, 2020, Dalrada purchased seventy two percent (72%) of the issued and outstanding common equity shares of Prakat Solutions Inc. a Texas corporation, (“Prakat”). The purchase was made by means of a Stock Purchase Agreement (“SPA”). The consideration for the share purchase was three million six hundred thousand, (3,600,000) common equity shares of DFCO. Prakat has a wholly owned subsidiary based in India, Prakat Solutions Private Limited, which provides global customers with software and technology solutions specializing in Test Engineering, Accessibility Engineering, Product Engineering and Application Modernization. The Prakat India team provides end to end Product Engineering services across various domains, including – Banking & Financial Services, Telecom, Retail, Healthcare, Manufacturing, Legal and IT Infrastructure. Prakat India is an ISO 9001 Certified Company. The Company is still determining the impact of this transaction on the financial statements including the purchase price and the allocation of such (see Note 3). On or about March 23, 2020 Dalrada Health Products Corporation acquired One Hundred percent (100%) of the ownership of Shark. Shark is a cleaning solutions provider using electrostatic machines to spray and deodorize residential spaces, healthcare facilities, hospitality, transportation, manufacturing, automotive, schools/education systems, and other facilities requiring cleaning services. Through the acquisition of Shark, Dalrada Health Products developed the GlanHealth Brand (dba of Dalrada Health Products Corporation) to distribute alcohol-free hand sanitizers, surface cleaners, laundry aides, antimicrobial solutions, electrostatic sprayers, face masks, gloves, kits, and delivery equipment such as dispensers, stands, and ease of use packaging for the end consumer. GlanHealth leverages an extensive supply chain of producers, resellers, distributors, vendors, and formulators for the development, sale, and marketing of its products and services. The Company's principal executive offices are located at 600 La Terraza Blvd., Escondido, California 92025. Going Concern These consolidated financial statements have been prepared on a going concern basis, which implies that the Company will continue to realize its assets and discharge its liabilities in the normal course of business. As at June 30, 2020, the Company has a working capital deficit of $15,777,706 and an accumulated deficit of $107,429,607. The continuation of the Company as a going concern is dependent upon the continued financial support from its management, and its ability to identify future investment opportunities and obtain the necessary debt or equity financing, and generating profitable operations from the Company’s future operations. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company faces certain risks and uncertainties due to the ongoing COVID-19 pandemic, including restrictions on travel, declining revenue and labor shortages. The Company and its subsidiaries have international operations, all of which are affected by the pandemic. |
2. Summary of Significant Accou
2. Summary of Significant Accounting Policies | 12 Months Ended |
Jun. 30, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies (a) Basis of Presentation These consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“US GAAP”) and are expressed in U.S. dollars. The Company’s fiscal year end is June 30. (b) Principles of Consolidation These condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries: Dalrada Precision, a company incorporated in the State of California, since June 25, 2018 (date of incorporation), Dalrada Health, a company incorporated in the State of California, since October 2, 2018 (date of incorporation), as well as its subsidiaries Likido and Prakat since their respective acquisition dates (see Note 3). All inter-company transactions and balances have been eliminated on consolidation. (c) Use of Estimates The preparation of these condensed consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to the valuation of inventory, valuation of accrued payroll tax liabilities, valuation of acquired assets and liabilities, variables used in the computation of share-based compensation, and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. (d) Cash and Cash Equivalents The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents. (e) Concentrations of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents. The Company generally maintains balances in various operating accounts at financial institutions that management believes to be of high credit quality, in amounts that may exceed federally insured limits. The Company has not experienced any losses related to its cash and cash equivalents and does not believe that it is subject to unusual credit risk beyond the normal credit risk associated with commercial banking relationships. During the year ended June 30, 2020, two customers accounted for approximately 16% and 11% of total revenue, respectively. (f) Fair Value Measurements Pursuant to ASC 820, Fair Value Measurements and Disclosures Level 1 - applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Level 2 - applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. Level 3 - applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. The Company’s financial instruments consist principally of cash, accounts receivable, accounts payable and accrued liabilities, notes payable, and amounts due to related parties. Pursuant to ASC 820, the fair value of cash is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. The recorded values of all other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations. (g) Accounts Receivable Accounts receivable are derived from products and services delivered to customers and are stated at their net realizable value. Each month, the Company reviews its receivables on a customer-by-customer basis and evaluates whether an allowance for doubtful accounts is necessary based on any known or perceived collection issues. Any balances that are eventually deemed uncollectible are written off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. As of June 30, 2020, and 2019, the Company determined no allowance for doubtful accounts was necessary. (h) Inventory Inventory is recorded at the lower of cost or net realizable value on a first-in first-out basis. As of June 30, 2020, and 2019, inventory is comprised of raw materials purchased from suppliers, work-in-progress, and finished goods produced or purchased for resale. The Company establishes inventory reserves for estimated obsolete or unsaleable inventory equal to the difference between the cost of inventory and the estimated realizable value based upon assumptions about future market conditions. (i) Property and Equipment Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation and amortization expense is recognized using the straight-line method over the estimated useful life of each asset, as follows: Estimated Useful Life Computer and office equipment 3 - 5 years Machinery and equipment 5 years Leasehold improvements Shorter of lease term or useful life Estimated useful lives are periodically assessed to determine if changes are appropriate. Maintenance and repairs are charged to expense as incurred. When assets are retired or otherwise disposed of, the cost of these assets and related accumulated depreciation or amortization are eliminated from the balance sheet and any resulting gains or losses are included in the statement of operations loss in the period of disposal. (j) Business Combinations and Acquisitions The Company accounts for acquisitions in which it obtains control of one or more businesses as a business combination. The purchase price of the acquired businesses is allocated to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values at the acquisition date. The excess of the purchase price over those fair values is recognized as goodwill. During the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments, in the period in which they are determined, to the assets acquired and liabilities assumed with the corresponding offset to goodwill. If the assets acquired are not a business, the Company accounts for the transaction or other event as an asset acquisition. Under both methods, the Company recognizes the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquired entity. In addition, for transactions that are business combinations, the Company evaluates the existence of goodwill or a gain from a bargain purchase. (k) Impairment of Long-Lived Assets The Company reviews its long-lived assets (property and equipment) for impairment whenever events or circumstances indicate that the carrying amount of an asset may not be recoverable. If the sum of the expected cash flows, undiscounted, is less than the carrying amount of the asset, an impairment loss is recognized as the amount by which the carrying amount of the asset exceeds its fair value. Goodwill is tested annually at June 30 for impairment and upon the occurrence of certain events or substantive changes in circumstances. The annual goodwill impairment test allows for the option to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. An entity may choose to perform the qualitative assessment on none, some or all of its reporting units or an entity may bypass the qualitative assessment for any reporting unit and proceed directly to step one of the quantitative impairment test. If it is determined, on the basis of qualitative factors, that the fair value of a reporting unit is, more likely than not, less than its carrying value, the quantitative impairment test is required. The quantitative impairment test calculates any goodwill impairment as the difference between the carrying amount of a reporting unit and its fair value, but not to exceed the carrying amount of goodwill. As of June 30, 2020, there were no qualitative factors that indicated goodwill was impaired. (l) Revenue Recognition The Company adopted ASU 2014-09, Revenue from Contracts with Customers - Identification of a contract with a customer; - Identification of the performance obligations in the contract; - Determination of the transaction price; - Allocation of the transaction price to the performance obligations in the contract; and - Recognition of revenue when or as the performance obligations are satisfied. Revenue is recognized when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. As a practical expedient, the Company does not adjust the transaction price for the effects of a significant financing component if, at contract inception, the period between customer payment and the transfer of goods or services is expected to be one year or less. The Company’s revenue is derived from the sales of its products, which represents net sales recorded in the Company’s condensed consolidated statements of operations. Product sales are recognized when performance obligations under the terms of the contract with the customer are satisfied. Typically, this would occur upon transfer of control, including passage of title to the customer and transfer of risk of loss related to those goods. The Company measures revenue as the amount of consideration to which it expects to be entitled in exchange for transferring goods (transaction price). The Company records reductions to revenue for estimated customer returns, allowances, markdowns and discounts. The Company bases its estimates on historical rates of customer returns and allowances as well as the specific identification of outstanding returns, markdowns and allowances that have not yet been received by the Company. The actual amount of customer returns and allowances is inherently uncertain and may differ from the Company’s estimates. If the Company determines that actual or expected returns or allowances are significantly higher or lower than the reserves it established, it would record a reduction or increase, as appropriate, to net sales in the period in which it makes such a determination. Reserves for returns, and markdowns are included within accrued expenses and other liabilities. Allowance and discounts are recorded in accounts receivable, net and the value of inventory associated with reserves for sales returns are included within prepaid expenses and other current assets on the condensed consolidated balance sheets. The Company also earns revenue from information technology and consulting services from its Prakat subsidiary. These services are recognized when performance obligations have been satisfied and the services are complete. This is generally at a point of time upon written completion and client acceptance of the project, which represents transfer of control to the customer. Disaggregation of Revenue The following table presents the Company's revenue disaggregated by revenue source: Year Ended June 30, 2020 2019 Product sales - third parties $ 466,946 $ 72,155 Product sales - related party 124,427 – Information technology and consulting services - third parties 487,642 – Information technology and consulting services - related party 99,139 – Total revenue $ 1,178,154 $ 72,155 Contract Balances The following table provides information about receivables and contract liabilities from contracts with customers: June 30, 2020 2019 Accounts receivable, net $ 229,167 $ 27,959 Accounts receivable, net - related parties 99,357 – Deferred revenue 176,291 – The Company invoices customers based upon contractual billing schedules, and accounts receivable are recorded when the right to consideration becomes unconditional. Contract liabilities represent a set-up fee prepayment received from a customer in advance of performance obligations met. (m) Cost of Revenue Cost of revenue consists primarily of inventory sold for product sales and direct labor for information technology and consulting services. The following table is a breakdown of cost of revenue: Year Ended June 30, 2020 2019 Product sales $ 268,526 $ 74,996 Information technology and consulting services 357,390 – Total cost of revenue $ 625,916 $ 74,996 (n) Stock-based Compensation The Company records stock-based compensation in accordance with ASC 718, Compensation – Stock Compensation (o) Foreign Currency Translation The functional currency of the Company is the United States dollar. The functional currency of the Likido subsidiary is the British pound. The functional currency of Prakat is the Indian rupee. The financial statements of the Company’s subsidiaries were translated to United States dollars in accordance with ASC 830, Foreign Currency Translation Matters consolidated statements of operations. (p) Comprehensive Loss ASC 220, Comprehensive Income, (q) Basic and Diluted Net Loss per Share The Company computes net income (loss) per share in accordance with ASC 260, Earnings per Share The weighted average number of common stock equivalents related to convertible notes payable of 56,801,471 shares was not included in diluted loss per share, because the effects are antidilutive, for the year ended June 30, 2020. In accordance with ASC 260, “Earnings Per Share”, the following table reconciles basic shares outstanding to fully diluted shares outstanding for the year ended June 30, 2019: Year Ended June 30, 2019 Weighted average number of common shares outstanding - Basic 47,429,073 Potentially dilutive common stock equivalents (convertible note payable - related party and accrued interest) 55,147,059 Weighted average number of common shares outstanding - Diluted 102,576,132 There were no adjustments to the numerator during the years ended June 30, 2020 and 2019. (r) Income Taxes The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, Accounting for Income Taxes (s) Recent Accounting Pronouncements In August 2018, the FASB issued guidance to improve the effectiveness of fair value measurement disclosures by removing or modifying certain disclosure requirements and adding other requirements. The guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019, with early adoption permitted. Certain amendments should be applied prospectively, while all other amendments should be applied retrospectively to all periods presented. The Company is currently evaluating the impact of the new guidance. In June 2016, the FASB issued a new credit loss standard that replaces the incurred loss impairment methodology in current GAAP. The new impairment model requires immediate recognition of estimated credit losses expected to occur for most financial assets and certain other instruments. It is effective for annual reporting periods beginning after December 15, 2019 and interim periods within those annual periods, with early adoption permitted. Entities will apply the standard’s provisions as a cumulative-effect adjustment to retained earnings as of the beginning of the first effective reporting period. The Company is currently evaluating the impact of the new guidance. In February 2016, the FASB issued new lease accounting guidance in ASU No. 2016-02, “ Leases The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
3. Business Combinations and Ac
3. Business Combinations and Acquisition | 12 Months Ended |
Jun. 30, 2020 | |
Business Combinations [Abstract] | |
Business Combinations and Acquisition | 3. Business Combinations and Acquisition Likido Effective December 6, 2019, the Company acquired 100% of the interests of Likido. In consideration for the acquisition, the Company issued 6,118,000 shares of its common stock at $0.0448 per share, or a total fair value of $274,086. The Likido transaction was accounted for as a business combination in accordance with Accounting Standards Codification (“ASC”) Topic 805, Business Combinations The Company has made a provisional allocation of the purchase price in regard to the acquisition related to the assets acquired and the liabilities assumed as of the purchase date. The following table summarizes the preliminary purchase price allocation: Preliminary Purchase Price Allocation Cash and cash equivalents $ 172,362 Other receivables 37,984 Prepaid expenses and other current assets 10,000 Inventories 110,062 Property and equipment, net 80,348 Goodwill 143,152 Accounts payable (92,799 ) Accrued liabilities (9,308 ) Deferred revenue (177,715 ) $ 274,086 The Company has not completed the valuations necessary to finalize the acquisition fair values of the assets acquired and liabilities assumed and related allocation of purchase price of the Likido acquisition. Once the valuation process is finalized, there could be changes to the reported values of the assets acquired and liabilities assumed, including goodwill and identifiable intangible assets and those changes could differ materially from what is presented above. Prakat Effective January 9, 2020, the Company acquired 72% of the common equity shares of Prakat. In consideration for the acquisition, the Company issued 3,600,000 shares of its common stock at $0.0450 per share, or a total fair value of $162,000. The Prakat transaction was accounted for as a business combination in accordance with Accounting Standards Codification (“ASC”) Topic 805, Business Combinations The Company has made a provisional allocation of the purchase price in regard to the acquisition related to the assets acquired, liabilities assumed and noncontrolling interests as of the purchase date. The following table summarizes the preliminary purchase price allocation: Preliminary Purchase Price Allocation Cash and cash equivalents $ 34,625 Accounts receivable, net 157,544 Other receivables 122,190 Prepaid expenses and other current assets 74,671 Property and equipment, net 7,189 Accounts payable (33,614 ) Accrued liabilities (114,212 ) Notes payable (23,393 ) Noncontrolling interests (63,000 ) Purchase price consideration $ 162,000 The Company has not completed the valuations necessary to finalize the acquisition fair values of the assets acquired and liabilities assumed and related allocation of purchase price of the Prakat acquisition. Once the valuation process is finalized, there could be changes to the reported values of the assets acquired and liabilities assumed, including goodwill and identifiable intangible assets and those changes could differ materially from what is presented above. Shark On March 23, 2020, the Company entered into a Stock Purchase Agreement to acquire Shark Innovative Technologies Corp. (“Shark”). The Company acquired all of the issued and outstanding common shares, including business plans and access to contacts of Shark. In consideration for the acquisition, the Company issued 3,000,000 shares of its common stock at $0.0310 per share, or a total fair value of $93,000. The Company evaluated the acquisition of the purchased assets under ASC 805 and concluded that as substantially all of the fair value of the gross assets acquired is concentrated in an identifiable group of similar assets, the transaction did not meet the requirements to be accounted for as a business combination and therefore was accounted for as an asset acquisition. The purchase price of the Shark assets are as follows: Cash and cash equivalents $ 917 Research and development 92,083 Purchase price consideration $ 93,000 The acquired research and development was recorded as an expense in the consolidated statements of operations. Unaudited Pro Forma Financial Information The following unaudited pro forma financial information presents the Company’s financial results as if the Likido and Prakat’s acquisitions had occurred as of July 1, 2018. The unaudited pro forma financial information is not necessarily indicative of what the financial results actually would have been had the acquisition been completed on this date. In addition, the unaudited pro forma financial information is not indicative of, nor does it purport to project the Company’s future financial results. The pro forma information does not give effect to any estimated and potential cost savings or other operating efficiencies that could result from the acquisitions: Year Ended June 30, 2020 2019 Revenues $ 2,177,084 $ 1,461,086 Net income (loss) attributable to Dalrada $ (2,507,115 ) $ 748,242 Net income (loss) per common share $ (0.04 ) $ 0.02 |
4. Selected Balance Sheet Eleme
4. Selected Balance Sheet Elements | 12 Months Ended |
Jun. 30, 2020 | |
Business Combinations [Abstract] | |
Selected Balance Sheet Elements | 4. Selected Balance Sheet Elements Inventories Inventories consisted of the following as of June 30, 2020 and 2019: June 30, 2020 2019 Raw materials $ 140,477 $ – Work-in-progress 120,689 Finished goods 389,256 18,768 $ 650,422 $ 18,768 Property and Equipment, Net Property and equipment, net consisted of the following as of June 30, 2020 and 2019: June 30, 2020 2019 Machinery and equipment $ 143,930 $ – Leasehold improvements 112,366 – Computer and office equipment 52,665 5,500 308,961 5,500 Less: Accumulated depreciation (68,453 ) – $ 240,508 $ 5,500 Depreciation and amortization expense of $46,602 and $0 for the years ended June 30, 2020 and 2019, respectively, were included in selling, general and administrative expenses in the statements of operations. |
5. Accrued Payroll Taxes
5. Accrued Payroll Taxes | 12 Months Ended |
Jun. 30, 2020 | |
Payables and Accruals [Abstract] | |
Accrued Payroll Taxes | 5. Accrued Payroll Taxes As of June 30, 2020, and 2019, the Company had $10,519,440 and $10,980,278, respectively, of accrued payroll taxes, penalties and interest relating to calendar years 2004 - 2007. The total balance for accrued payroll taxes has accumulated on a quarterly basis beginning on their respective quarterly filing dates. Accrued interest is compounded daily at an estimated effective interest rate of 7.33%. The quarterly sub-totals that make up the $10,519,440 balance have a calculated expiration date of 10 years according to the Internal Revenue Service statute of limitations. As the tax periods surpass their estimated expiration date, the Company removes the liability from the consolidated balance sheets, and an equivalent amount is recognized as “Gain on expiration of accrued payroll taxes” within other income on the consolidated statements of operations. For fiscal years ended June 30, 2020 and 2019, the Company recognized $768,361 and $852,595, respectively, of penalties and interest within interest expense on the consolidated statements of operations. For fiscal years ended June 30, 2020 and 2019, the Company recognized $1,229,199 and $2,264,340 respectively, within “Gain on expiration of accrued payroll taxes” as a result of quarterly tax liabilities that expired during the fiscal years. The amount owing may be subject to additional late filing fees and penalties that are not quantifiable as at the date of these consolidated financial statements. In addition, the Company periodically reviews the historical filings in determining if the statute has been paused or extended by the Internal Revenue Service. |
6. Notes Payable
6. Notes Payable | 12 Months Ended |
Jun. 30, 2020 | |
Debt Disclosure [Abstract] | |
Notes Payable | 6. Notes Payable Notes Payable – Related Parties 1) During the year ended June 30, 2019, the Company issued a $38,615 promissory note to a related party for compensation paid by the related party on behalf of the Company. Under the terms of the note, the amount due is unsecured, bears interest at 3% per annum, and is due 360 days from the date of issuance. As of June 30, 2020, the outstanding principal and accrued interest was converted into 3,965,614 shares of common stock at a conversion price of $0.0492. 2) During the year ended June 30, 2019, the Company issued a $37,469 promissory note to a related party for legal services and other expenses incurred to reinstate the Company to a current status with the state of Delaware. Under the terms of the note, the amount due is unsecured, bears interest at 3% per annum, and is due 360 days from the date of issuance. As of June 30, 2020, the outstanding principal balance of the promissory note was $37,469 and the accrued interest is $1,124. 3) As of June 30, 2019, the Company owed $2,250 to a related party company controlled by the Chief Executive Officer of the Company for management fees, which consists of accounting and administrative services. The Company is charged $4,500 on a monthly basis, $1,125 of which is allocated each month to Dalrada Health Products. Under the terms of the note, the amount due is unsecured, bears interest at 3% per annum, and is due 360 days from the date of issuance. As of June 30, 2020, the outstanding principal balance of the promissory note was $2,250 and the accrued interest is $68. 4) As of June 30, 2019, the Company owed $1,630 to a related party for reimbursement of expenses paid by the related party on behalf of the Company related to the proposed C2C acquisition which did not occur. Under the terms of the note, the amount due is unsecured, bears interest at 3% per annum, and is due 360 days from the date of issuance. As of June 30, 2020, the outstanding principal balance of the promissory note was $1,630 and the accrued interest is $49. 5) As of June 30, 2019, the Company owed $262,197 to a related party for reimbursement of compensation to employees and payroll services paid by the related party on behalf of the Company. Under the terms of the note, the amount due is unsecured, bears interest at 3% per annum, and is due 360 days from the date of issuance. As of June 30, 2020, the outstanding principal balance of the promissory note was $262,197 and the accrued interest is $7,866. 6) On September 30, 2019, the Company issued a $131,265 promissory note to a related party for reimbursement of compensation to employees and payroll services paid by the related party on behalf of the Company. Under the terms of the note, the amount due is unsecured, bears interest at 3% per annum, and is due 360 days from the date of issuance. As of June 30, 2020, the outstanding principal balance of the promissory note was $131,265 and the accrued interest is $2,953. 7) On September 30, 2019, the Company issued a $2,075 promissory note to a related party for reimbursement of expenses paid by the related party on behalf of the Company related to the proposed C2C acquisition which did not occur. Under the terms of the note, the amount due is unsecured, bears interest at 3% per annum, and is due 360 days from the date of issuance. As of June 30, 2020, the outstanding principal balance of the promissory note was $2,075 and the accrued interest is $47. 8) On September 30, 2019, the Company issued a $3,375 promissory note to a related party company controlled by the Chief Executive Officer of the Company for management fees, which consists of accounting and administrative services for which the Company is charged $1,125 on a monthly basis. Under the terms of the note, the amount due is unsecured, bears interest at 3% per annum, and is due 360 days from the date of issuance. As of June 30, 2020, the outstanding principal balance of the promissory note was $3,375 and the accrued interest is $76. 9) On September 30, 2019, the Company issued a $36,370 promissory note to a related party for reimbursement of operating expenses paid by the related party on behalf of the Company. Under the terms of the note, the amount due is unsecured, bears interest at 3% per annum, and is due 360 days from the date of issuance. As of June 30, 2020, the outstanding principal balance of the promissory note was $36,370 and the accrued interest is $818. 10) On September 30, 2019, the Company issued a $1,865 promissory note to a related party for reimbursement of expenses paid by the related party on behalf of the Company related to the proposed C2C acquisition which did not occur. Under the terms of the note, the amount due is unsecured, bears interest at 3% per annum, and is due 360 days from the date of issuance. As of June 30, 2020, the outstanding principal balance of the promissory note was $1,865 and the accrued interest is $42. 11) On September 30, 2019, the Company issued a $93,137 promissory note to a related party for reimbursement of operating expenses paid by the related party on behalf of the Company. Under the terms of the note, the amount due is unsecured, bears interest at 3% per annum, and is due 360 days from the date of issuance. As of June 30, 2020, the outstanding principal balance of the promissory note was $93,137 and the accrued interest is $2,096. 12) On December 31, 2019, the Company issued a $18,669 promissory note to a related party for reimbursement of operating expenses paid by the related party on behalf of the Company. Under the terms of the note, the amount due is unsecured, bears interest at 3% per annum, and is due 360 days from the date of issuance. As of June 30, 2020, the outstanding principal balance of the promissory note was $18,669 and the accrued interest is $280. 13) On December 31, 2019, the Company issued a $16,165 promissory note to a related party for reimbursement of operating expenses paid by the related party on behalf of the Company. Under the terms of the note, the amount due is unsecured, bears interest at 3% per annum, and is due 360 days from the date of issuance. As of June 30, 2020, the outstanding principal balance of the promissory note was $16,165 and the accrued interest is $242. 14) On December 31, 2019, the Company issued a $1,125 promissory note to a related party company controlled by the Chief Executive Officer of the Company for management fees, which consists of accounting and administrative services. The Company is charged $4,500 on a monthly basis, $1,125 of which is allocated each month to Dalrada Health Products. Under the terms of the note, the amount due is unsecured, bears interest at 3% per annum, and is due 360 days from the date of issuance. As of June 30, 2020, the outstanding principal balance of the promissory note was $1,125 and the accrued interest is $17. 15) On December 31, 2019, the Company issued a $152,282 promissory note to a related party for reimbursement of operating expenses paid by the related party on behalf of the Company. Funds were used for medical device listing fees, computer software, travel expenses, and professional consultant services Under the terms of the note, the amount due is unsecured, bears interest at 3% per annum, and is due 360 days from the date of issuance. As of June 30, 2020, the outstanding principal balance of the promissory note was $152,282 and the accrued interest is $2,284. 16) On December 31, 2019, the Company issued a $5,270 promissory note to a related party for reimbursement of operating expenses paid by the related party on behalf of the Company. Under the terms of the note, the amount due is unsecured, bears interest at 3% per annum, and is due 360 days from the date of issuance. As of June 30, 2020, the outstanding principal balance of the promissory note was $5,270 and the accrued interest is $79. 17) On December 31, 2019, the Company issued a $720,914 promissory note to a related party for reimbursement of operating expenses paid by the related party on behalf of the Company. Funds were used for travel expenses, professional consultant services, software, international shipping charges, and office supplies Under the terms of the note, the amount due is unsecured, bears interest at 3% per annum, and is due 360 days from the date of issuance. As of June 30, 2020, the outstanding principal balance of the promissory note was $720,914 and the accrued interest is $10,814. 18) On March 31, 2020, the Company issued a $233,886 promissory note to a related party for reimbursement of operating expenses paid by the related party on behalf of the Company. Funds were used for travel expenses, professional consultant services, software, international shipping charges, and office supplies Under the terms of the note, the amount due is unsecured, bears interest at 3% per annum, and is due 360 days from the date of issuance. As of June 30, 2020, the outstanding principal balance of the promissory note was $233,886 and the accrued interest is $1,754. 19) On March 31, 2020, the Company issued a $1,120 promissory note to a related party for reimbursement of operating expenses paid by the related party on behalf of the Company. Funds were used for travel expenses, professional consultant services, software, international shipping charges, and office supplies Under the terms of the note, the amount due is unsecured, bears interest at 3% per annum, and is due 360 days from the date of issuance. As of June 30, 2020, the outstanding principal balance of the promissory note was $1,120 and the accrued interest is $8. 20) On March 31, 2020, the Company issued a $175,742 promissory note to a related party for reimbursement of operating expenses paid by the related party on behalf of the Company. Funds were used for travel expenses, professional consultant services, software, international shipping charges, and office supplies Under the terms of the note, the amount due is unsecured, bears interest at 3% per annum, and is due 360 days from the date of issuance. As of June 30, 2020, the outstanding principal balance of the promissory note was $175,742 and the accrued interest is $1,318. 21) On March 31, 2020, the Company issued a $14,655 promissory note to a related party for reimbursement of operating expenses paid by the related party on behalf of the Company. Funds were used for travel expenses, professional consultant services, software, international shipping charges, and office supplies Under the terms of the note, the amount due is unsecured, bears interest at 3% per annum, and is due 360 days from the date of issuance. As of June 30, 2020, the outstanding principal balance of the promissory note was $14,655 and the accrued interest is $110. 22) On March 31, 2020, the Company issued a $1,165 promissory note to a related party for reimbursement of operating expenses paid by the related party on behalf of the Company. Funds were used for travel expenses, professional consultant services, software, international shipping charges, and office supplies Under the terms of the note, the amount due is unsecured, bears interest at 3% per annum, and is due 360 days from the date of issuance. As of June 30, 2020, the outstanding principal balance of the promissory note was $1,165 and the accrued interest is $9. 23) On March 31, 2020, the Company issued a $417,996 promissory note to a related party for reimbursement of operating expenses paid by the related party on behalf of the Company. Funds were used for travel expenses, professional consultant services, software, international shipping charges, and office supplies Under the terms of the note, the amount due is unsecured, bears interest at 3% per annum, and is due 360 days from the date of issuance. As of June 30, 2020, the outstanding principal balance of the promissory note was $417, 996 and the accrued interest is $3,135. 24) On March 31, 2020, the Company issued a $79,866 promissory note to a related party for reimbursement of operating expenses paid by the related party on behalf of the Company. Funds were used for travel expenses, professional consultant services, software, international shipping charges, and office supplies Under the terms of the note, the amount due is unsecured, bears interest at 3% per annum, and is due 360 days from the date of issuance. As of June 30, 2020, the outstanding principal balance of the promissory note was $79,866 and the accrued interest is $599. 25) On March 31, 2020, the Company issued a $55,868 promissory note to a related party for reimbursement of operating expenses paid by the related party on behalf of the Company. Funds were used for travel expenses, professional consultant services, software, international shipping charges, and office supplies Under the terms of the note, the amount due is unsecured, bears interest at 3% per annum, and is due 360 days from the date of issuance. As of June 30, 2020, the outstanding principal balance of the promissory note was $55,868 and the accrued interest is $419. 26) On June 30, 2020, the Company issued a $228,557 promissory note to a related party for reimbursement of operating expenses paid by the related party on behalf of the Company. Funds were used for travel expenses, professional consultant services, software, international shipping charges, and office supplies Under the terms of the note, the amount due is unsecured, bears interest at 3% per annum, and is due 360 days from the date of issuance. As of June 30, 2020, the outstanding principal balance of the promissory note was $228, 557 and the accrued interest is $1,714. 27) On June 30, 2020, the Company issued a $131,477 promissory note to a related party for reimbursement of operating expenses paid by the related party on behalf of the Company. Funds were used for travel expenses, professional consultant services, software, international shipping charges, and office supplies Under the terms of the note, the amount due is unsecured, bears interest at 3% per annum, and is due 360 days from the date of issuance. As of June 30, 2020, the outstanding principal balance of the promissory note was $131,477 and the accrued interest is $986. 28) On June 30, 2020, the Company issued a $13,500 promissory note to a related party for reimbursement of operating expenses paid by the related party on behalf of the Company. Funds were used for travel expenses, professional consultant services, software, international shipping charges, and office supplies Under the terms of the note, the amount due is unsecured, bears interest at 3% per annum, and is due 360 days from the date of issuance. As of June 30, 2020, the outstanding principal balance of the promissory note was $13,500 and the accrued interest is $101. 29) On June 30, 2020, the Company issued a $213,887 promissory note to a related party for reimbursement of operating expenses paid by the related party on behalf of the Company. Funds were used for travel expenses, professional consultant services, software, international shipping charges, and office supplies Under the terms of the note, the amount due is unsecured, bears interest at 3% per annum, and is due 360 days from the date of issuance. As of June 30, 2020, the outstanding principal balance of the promissory note was $213,887 and the accrued interest is $1,604. Notes Payable Notes payable includes the following: June 30, 2020 2019 Dalrada - Payroll Protection Program $ 21,042 $ – Likido - COVID-19 Government loan 55,467 – Prakat - Bank loan 16,708 – $ 93,217 $ – |
7. Convertible Note Payable - R
7. Convertible Note Payable - Related Parties | 12 Months Ended |
Jun. 30, 2020 | |
Debt Disclosure [Abstract] | |
Convertible Note Payable - Related Parties | 7. Convertible Note Payable – Related Parties As of June 30, 2019, the Company issued a convertible note for $1,875,000 to the Chief Executive Officer of the Company for compensation. Under the terms of the note, the amount due is unsecured, bears interest at 3% per annum, and was due 360 days from the date of issuance. On June 30, 2019, the Company issued note agreement which included a conversion feature of the outstanding balance at $0.034 per share. As the conversion price was equal to the fair value of the common shares on the date of the agreement, there was no beneficial conversion feature. As of June 30, 2020, the outstanding principal balance of the promissory note was $1,875,000 and the accrued interest is $56,250. |
8. Related Party Transactions
8. Related Party Transactions | 12 Months Ended |
Jun. 30, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 8. Related Party Transactions As of June 30, 2020, and June 30, 2019, the Company owed $556,317 and $479,512 respectively to related parties for reimbursement of various operating expenses, accrued salaries, management fees, etc. which has been recorded in accounts payable and accrued liabilities – related parties. As of June 30, 2020 and 2019, this amount includes $7,650 and $27,000 of management fees, which consists of accounting and administrative services to Trucept Inc., a related party company controlled by the Chief Executive Officer of the Company. The management fee agreement calls for monthly payments of $4,500. The agreement is ongoing until terminated by either party. As of June 30, 2020, amounts included with accounts payable and accrued liabilities – related parties for which relate to advances for operating expenses were $92,422. In November 2019, the Chief Executive Officer converted $170 in amounts owed from the Company into 5,000 shares of Series F Super Preferred Stock. On July 1, 2019, the Company formalized an employment agreement with its Chief Executive Officer, which entitles him to compensation of three hundred and ninety-three thousand dollars ($393,000) per year. Annual increases will be up to 10% based performance criteria to be determined at a later date. He will be issued common stock of the Company sufficient to provide a 10% ownership position post reverse split which shares be maintained for a period of two years. In addition to all other benefits and compensation, he shall be eligible for a quarterly bonus of $47,000 based on if the Company achieves a net profit for that quarter. As of June 30, 2020, the Company had $440,000 accrued within accounts payable and accrued liabilities – related parties. On January 6, 2020, the Directors affirmed and ratified the final agreement of the employment terms of Fawad Nisar as the Chief Operating Officer of Dalrada Financial Corp. The Company and Mr. Nisar have agreed in the Employment Terms, to, among other items, the issuance, as consideration for his accepting the position of COO of the Company, of 3,000,000 shares of the Company’s common stock. The fair value of $172,800 is included in selling, general and administrative expenses in the consolidated statements of operations. During the year ended June 30, 2020, Dalrada Health recorded revenues of $80,844 to various related parties with common ownership. During the year ended June 30, 2020, the Company’s Prakat subsidiary recorded revenues of $142,722 for engineering and consulting services provided to Trucept. See Notes 5, 6, 7, 9, 10 and 12 for additional related party transactions. |
9. Preferred Stock
9. Preferred Stock | 12 Months Ended |
Jun. 30, 2020 | |
Equity [Abstract] | |
Preferred Stock | 9. Preferred Stock The Company has 100,000 shares authorized of Series F Super Preferred Stock, par value, $0.01, of which 5,000 shares (at a fair value of $170) were issued to the CEO as of December 31, 2019. Each share of Series F Super Preferred Stock entitles the holder to the greater of (i) one hundred thousand votes for each share of Series F Super Preferred Stock, or (ii) the number of votes equal to the number of all outstanding shares of Common Stock, plus one additional vote such that the holders of Series F Super Preferred Stock shall always constitute a majority of the voting rights of the Corporation. In any vote or action of the holders of the Series F Super Preferred Stock voting together as a separate class required by law, each share of issued and outstanding Series F Super Preferred Stock shall entitle the holder thereof to one vote per share. The holders of Series F Super Preferred Stock shall vote together with the shares of Common Stock as one class. |
10. Common Stock
10. Common Stock | 12 Months Ended |
Jun. 30, 2019 | |
Equity [Abstract] | |
Common Stock | 10. Common Stock Effective December 6, 2019, the Company acquired 100% of the interests of Likido. In consideration for the acquisition, the Company issued 6,118,000 shares of its common stock at $0.0448 per share, or a total fair value of $274,086. On January 6, 2020 the Company issued Fawad Nisar, the Chief Operating Officer, Three 3,000,000 shares of common stock at $0.576 per share, or a total fair value of $172,800, pursuant to his employment agreement. Effective January 9, 2020, the Company acquired 72% of the common equity shares of Prakat. In consideration for the acquisition, the Company issued 3,600,000 shares of its common stock at $0.0450 per share, or a total fair value of $162,000. On March 23, 2020, the Company acquired all of the issued and outstanding common shares, including business plans and access to contacts of Shark. In consideration for the acquisition, the Company issued 3,000,000 shares of its common stock at $0.0310 per share, or a total fair value of $93,000. In June 2020, the Company converted a promissory note dated December 31, 2018 of $40,052 principal and interest owed TIPP Investments LLC at $0.01 per share, or 3,965,614 shares of common stock. Non-cash interest expense recorded as a result of the conversion was $155,055. In June 2020, the Company issued 500,000 shares of common stock to a consultant pursuant to a consulting agreement at $0.045 per share, or a total fair value of $22,500. On May 7, 2019, the Company issued 1,000,000 common shares to a direct relative of the Chief Executive Officer for reimbursement of expenses at $0.039 per share, or a total fair value of $38,585. As of June 30, 2020 and 2019, the Company had 68,464,742 and 48,281,128 common shares issued and outstanding, respectively. |
11. Segment Reporting
11. Segment Reporting | 12 Months Ended |
Jun. 30, 2019 | |
Equity [Abstract] | |
Segment Reporting | 11. Segment Reporting Upon the Company’s acquisitions in the year ended June 30, 2020, the Company manages its business and makes its decisions based on segments. The Company classifies its operations into four segments: Engineering, Health, Information Technology and Corporate. The Company evaluates the performance of its segments primarily based on revenues, operating income (loss) and net income (loss). Segment information for the year ended June 30, 2020 is as follows: Year Ended June 30, 2020 Engineering Health Information Technology Corporate Inter-Segment Eliminations Consolidated Revenues $ 753,632 $ 407,069 $ 624,198 $ – $ (606,745 ) $ 1,178,154 Loss from operations (794,400 ) 128,613 (116,668 ) (1,154,659 ) (751,982 ) (2,689,097 ) Net loss $ (808,908 ) $ 122,587 $ (104,485 ) $ (935,059 ) $ (751,692 ) $ (2,477,557 ) Geographic Information The following table presents revenue by country: Year Ended June 30, 2020 2019 United States $ 591,373 $ 72,155 India 586,781 – $ 1,178,154 $ 72,155 The following table presents inventories by country: June 30, 2020 2019 United States $ 409,044 $ 18,768 Europe 241,378 – India – – $ 650,422 $ 18,768 The following table presents property and equipment, net, by country: June 30, 2020 2019 United States $ 39,507 $ 5,500 Europe 191,508 – India 9,493 – $ 240,508 $ 5,500 |
12. Commitments and Contingenci
12. Commitments and Contingencies | 12 Months Ended |
Jun. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 12. Commitments and Contingencies Lease Commitments The Company determines if an arrangement is a lease at inception. This determination generally depends on whether the arrangement conveys to the Company the right to control the use of an explicitly or implicitly identified fixed asset for a period of time in exchange for consideration. Control of an underlying asset is conveyed to the Company if the Company obtains the rights to direct the use of and to obtain substantially all of the economic benefits from using the underlying asset. The Company has lease agreements which include lease and non-lease components, which the Company has elected to account for as a single lease component for all classes of underlying assets. Lease expense for variable lease components are recognized when the obligation is probable. Operating lease right of use (“ROU”) assets and lease liabilities are recognized at commencement date based on the present value of lease payments over the lease term. Operating lease payments are recognized as lease expense on a straight-line basis over the lease term. The Company primarily leases buildings (real estate) which are classified as operating leases. ASC 842 requires a lessee to discount its unpaid lease payments using the interest rate implicit in the lease or, if that rate cannot be readily determined, its incremental borrowing rate. As an implicit interest rate is not readily determinable in the Company's leases, the incremental borrowing rate is used based on the information available at commencement date in determining the present value of lease payments. The lease term for all of the Company's leases includes the non-cancellable period of the lease plus any additional periods covered by either a Company option to extend (or not to terminate) the lease that the Company is reasonably certain to exercise, or an option to extend (or not to terminate) the lease controlled by the lessor. Options for lease renewals have been excluded from the lease term (and lease liability) for the majority of the Company's leases as the reasonably certain threshold is not met. Lease payments included in the measurement of the lease liability are comprised of fixed payments, variable payments that depend on index or rate, and amounts probable to be payable under the exercise of the Company option to purchase the underlying asset if reasonably certain. Variable lease payments not dependent on a rate or index associated with the Company's leases are recognized when the event, activity, or circumstance in the lease agreement on which those payments are assessed as probable. Variable lease payments are presented as operating expenses in the Company's income statement in the same line item as expense arising from fixed lease payments. As of and during the year ended June 30, 2020, management determined that there were no variable lease costs. Right of Use Asset In May 2020, the Company entered into a five-year lease agreement to lease a commercial building in Escondido, California. The building is owned by a related party. The Company recognized a right of use asset and liability of $822,389 and used an effective borrowing rate of 3.0% within the calculation. Imputed interest is $53,399. The lease agreements mature in April 2025. Total amounts expensed under the lease during the year ended June 30, 2020 were $16,245 for which is included accounts payable and accrued liabilities – related parties. In May 2020, the Company entered into three-year lease agreement to lease a warehouse in Brownsville, Texas. The Company recognized a right of use asset and liability of $177,124 and used an effective borrowing rate of 3.0% within the calculation. Imputed interest is $8,399. The lease agreements mature in April 2025. The Company’s Prakat subsidiary entered into a lease agreement to lease office space through September 2026. The Company recognized a right of use asset and liability of $140,874 and used an effective borrowing rate of 9.2% within the calculation. Imputed interest is $86,591. The following are the expected lease payments as of June 30, 2020, including the total amount of imputed interested related: Fiscal Year Ended June 30, 2021 $ 264,371 2022 267,113 2023 259,215 2024 207,901 2025 194,616 Thereafter 42,237 1,235,453 Less: imputed interest (116,979 ) Total $ 1,118,474 |
13. Income Taxes
13. Income Taxes | 12 Months Ended |
Jun. 30, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 13 Income Taxes We file income tax returns in the United States federal jurisdiction and in various state and local jurisdictions. In the normal course of business, we are subject to examination by taxing authorities. The tax years ending 2018 through 2020 remain subject to examination for federal tax purposes and remain subject to examination in significant state tax jurisdictions. The Company has yet to file their income tax return for the year ended June 30, 2020. As of June 30, 2020, the Company had federal and state net operating loss carry forwards of $6,130,145 that may be offset against future taxable income which will begin to expire in 2038 through 2041. The reconciliation of income tax expense computed at the U.S. federal statutory rate to the income tax provision for the years ended June 30, 2020 and 2019 is as follows: 2020 2019 Current: Federal $ – $ - State - - Foreign - - - - Deferred: Federal (522,084 ) (165,038 ) State (145,050 ) (45,852 ) (667,134 ) (210,890 ) Valuation allowance 667,134 210,890 Total provision for income taxes $ - $ - Deferred income taxes reflect the net tax effects of: (a) temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes; and (b) operating loss and tax credit carry-forwards. We record net deferred tax assets to the extent we believe these assets will more likely than not be realized. In making such determination, we consider all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent financial operations. Significant components of deferred tax assets as of June 30, 2020 and 2019 were as follows: 2020 2019 Depreciation & Amortization $ 450 $ – Reserves and Accruals 118,071 – Net Operating Loss Carryforwards 768,085 219,472 Gross Deferred Tax Assets 886,606 219,472 Valuation Allowance (886,606 ) (219,472 ) Net Deferred Tax Assets $ – $ – Reconciliation of the statutory federal income tax to the Company's effective tax: 2020 2019 Tax at Federal Statutory Rate 21.0 % 34.0 % State, Net of Federal Benefit 5.9 % 0.2 % Payroll Tax Interest 10.5 % 0.0 % Gain on Expiration of Accrued Tax Liability (6.6)% 0.0 % Stock Based Compensation (3.7)% (32.7)% Change in Tax Rate 0.0 % (0.7)% Change in Valuation Allowance (27.0)% (0.8)% Provision for Taxes 0.0 % (0.0)% The difference in the effective rate and the statutory rate is due to permanent differences, primarily deductibility of penalties and interest on accrued payroll tax liabilities and the gains related to the expiration of the statute of limitations for accrued payroll tax liabilities. |
14. Subsequent Events
14. Subsequent Events | 12 Months Ended |
Jun. 30, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | 14. Subsequent Events In August 2020, the Company’s Likido subsidiary entered in a new operating agreement for warehouse space. The lease matures in July 2021. On September 10th, 2020 the Board authorized the Dalrada Financial Corp 2020 stock compensation plan to be used to compensate the company board of directors. The plan allocates the issuance of up to 3,500,000 shares. On or about October 1, 2020, Dalrada Precision signed a manufacturing license agreement with a company based in Ormond Beach, Florida. The agreement provides Dalrada a non-exclusive perpetual irrevocable license to manufacture, use and sell a series of low-carbon highly efficient electrical power generators. The rights granted to Dalrada include all appropriate rights and licenses under the manufacturer’s applicable patents, copyrights, and other intellectual property rights to have the product manufactured and to use, market, promote, lease, sell and otherwise distribute the product, including white labeling of the products. In exchange for the above rights, Dalrada paid a one-time license fee and will pay to manufacturer a royalty fee on product sales. Dalrada is currently working with the manufacturer to procure the designs and materials to assemble and build the machines. Management has evaluated all other subsequent events through October 15, 2020, the date the financial statements were available to be issued. Based on this evaluation, no additional material events were identified which require adjustment or disclosure in these financial statements. |
2. Summary of Significant Acc_2
2. Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Jun. 30, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | (a) Basis of Presentation These consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“US GAAP”) and are expressed in U.S. dollars. The Company’s fiscal year end is June 30. |
Principles of Consolidation | (b) Principles of Consolidation These condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries: Dalrada Precision, a company incorporated in the State of California, since June 25, 2018 (date of incorporation), Dalrada Health, a company incorporated in the State of California, since October 2, 2018 (date of incorporation), as well as its subsidiaries Likido and Prakat since their respective acquisition dates (see Note 3). All inter-company transactions and balances have been eliminated on consolidation. |
Use of Estimates | (c) Use of Estimates The preparation of these condensed consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to the valuation of inventory, valuation of accrued payroll tax liabilities, valuation of acquired assets and liabilities, variables used in the computation of share-based compensation, and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. |
Cash and Cash Equivalents | (d) Cash and Cash Equivalents The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents. |
Concentrations of Credit Risk | (e) Concentrations of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents. The Company generally maintains balances in various operating accounts at financial institutions that management believes to be of high credit quality, in amounts that may exceed federally insured limits. The Company has not experienced any losses related to its cash and cash equivalents and does not believe that it is subject to unusual credit risk beyond the normal credit risk associated with commercial banking relationships. During the year ended June 30, 2020, two customers accounted for approximately 16% and 11% of total revenue, respectively. |
Fair Value Measurements | (f) Fair Value Measurements Pursuant to ASC 820, Fair Value Measurements and Disclosures Level 1 - applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Level 2 - applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. Level 3 - applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. The Company’s financial instruments consist principally of cash, accounts receivable, accounts payable and accrued liabilities, notes payable, and amounts due to related parties. Pursuant to ASC 820, the fair value of cash is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. The recorded values of all other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations. |
Accounts Receivable | (g) Accounts Receivable Accounts receivable are derived from products and services delivered to customers and are stated at their net realizable value. Each month, the Company reviews its receivables on a customer-by-customer basis and evaluates whether an allowance for doubtful accounts is necessary based on any known or perceived collection issues. Any balances that are eventually deemed uncollectible are written off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. As of June 30, 2020, and 2019, the Company determined no allowance for doubtful accounts was necessary. |
Inventory | (h) Inventory Inventory is recorded at the lower of cost or net realizable value on a first-in first-out basis. As of June 30, 2020, and 2019, inventory is comprised of raw materials purchased from suppliers, work-in-progress, and finished goods produced or purchased for resale. The Company establishes inventory reserves for estimated obsolete or unsaleable inventory equal to the difference between the cost of inventory and the estimated realizable value based upon assumptions about future market conditions. |
Property and Equipment | (i) Property and Equipment Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation and amortization expense is recognized using the straight-line method over the estimated useful life of each asset, as follows: Estimated Useful Life Computer and office equipment 3 - 5 years Machinery and equipment 5 years Leasehold improvements Shorter of lease term or useful life Estimated useful lives are periodically assessed to determine if changes are appropriate. Maintenance and repairs are charged to expense as incurred. When assets are retired or otherwise disposed of, the cost of these assets and related accumulated depreciation or amortization are eliminated from the balance sheet and any resulting gains or losses are included in the statement of operations loss in the period of disposal. |
Business Combinations and Acquisitions | (j) Business Combinations and Acquisitions The Company accounts for acquisitions in which it obtains control of one or more businesses as a business combination. The purchase price of the acquired businesses is allocated to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values at the acquisition date. The excess of the purchase price over those fair values is recognized as goodwill. During the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments, in the period in which they are determined, to the assets acquired and liabilities assumed with the corresponding offset to goodwill. If the assets acquired are not a business, the Company accounts for the transaction or other event as an asset acquisition. Under both methods, the Company recognizes the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquired entity. In addition, for transactions that are business combinations, the Company evaluates the existence of goodwill or a gain from a bargain purchase. |
Impairment of Long-Lived Assets | (k) Impairment of Long-Lived Assets The Company reviews its long-lived assets (property and equipment) for impairment whenever events or circumstances indicate that the carrying amount of an asset may not be recoverable. If the sum of the expected cash flows, undiscounted, is less than the carrying amount of the asset, an impairment loss is recognized as the amount by which the carrying amount of the asset exceeds its fair value. Goodwill is tested annually at June 30 for impairment and upon the occurrence of certain events or substantive changes in circumstances. The annual goodwill impairment test allows for the option to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. An entity may choose to perform the qualitative assessment on none, some or all of its reporting units or an entity may bypass the qualitative assessment for any reporting unit and proceed directly to step one of the quantitative impairment test. If it is determined, on the basis of qualitative factors, that the fair value of a reporting unit is, more likely than not, less than its carrying value, the quantitative impairment test is required. The quantitative impairment test calculates any goodwill impairment as the difference between the carrying amount of a reporting unit and its fair value, but not to exceed the carrying amount of goodwill. As of June 30, 2020, there were no qualitative factors that indicated goodwill was impaired. |
Revenue Recognition | (l) Revenue Recognition The Company adopted ASU 2014-09, Revenue from Contracts with Customers - Identification of a contract with a customer; - Identification of the performance obligations in the contract; - Determination of the transaction price; - Allocation of the transaction price to the performance obligations in the contract; and - Recognition of revenue when or as the performance obligations are satisfied. Revenue is recognized when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. As a practical expedient, the Company does not adjust the transaction price for the effects of a significant financing component if, at contract inception, the period between customer payment and the transfer of goods or services is expected to be one year or less. The Company’s revenue is derived from the sales of its products, which represents net sales recorded in the Company’s condensed consolidated statements of operations. Product sales are recognized when performance obligations under the terms of the contract with the customer are satisfied. Typically, this would occur upon transfer of control, including passage of title to the customer and transfer of risk of loss related to those goods. The Company measures revenue as the amount of consideration to which it expects to be entitled in exchange for transferring goods (transaction price). The Company records reductions to revenue for estimated customer returns, allowances, markdowns and discounts. The Company bases its estimates on historical rates of customer returns and allowances as well as the specific identification of outstanding returns, markdowns and allowances that have not yet been received by the Company. The actual amount of customer returns and allowances is inherently uncertain and may differ from the Company’s estimates. If the Company determines that actual or expected returns or allowances are significantly higher or lower than the reserves it established, it would record a reduction or increase, as appropriate, to net sales in the period in which it makes such a determination. Reserves for returns, and markdowns are included within accrued expenses and other liabilities. Allowance and discounts are recorded in accounts receivable, net and the value of inventory associated with reserves for sales returns are included within prepaid expenses and other current assets on the condensed consolidated balance sheets. The Company also earns revenue from information technology and consulting services from its Prakat subsidiary. These services are recognized when performance obligations have been satisfied and the services are complete. This is generally at a point of time upon written completion and client acceptance of the project, which represents transfer of control to the customer. Disaggregation of Revenue The following table presents the Company's revenue disaggregated by revenue source: Year Ended June 30, 2020 2019 Product sales - third parties $ 466,946 $ 72,155 Product sales - related party 124,427 – Information technology and consulting services - third parties 487,642 – Information technology and consulting services - related party 99,139 – Total revenue $ 1,178,154 $ 72,155 Contract Balances The following table provides information about receivables and contract liabilities from contracts with customers: June 30, 2020 2019 Accounts receivable, net $ 229,167 $ 27,959 Accounts receivable, net - related parties 99,357 – Deferred revenue 176,291 – The Company invoices customers based upon contractual billing schedules, and accounts receivable are recorded when the right to consideration becomes unconditional. Contract liabilities represent a set-up fee prepayment received from a customer in advance of performance obligations met. |
Cost of Revenue | (m) Cost of Revenue Cost of revenue consists primarily of inventory sold for product sales and direct labor for information technology and consulting services. The following table is a breakdown of cost of revenue: Year Ended June 30, 2020 2019 Product sales $ 268,526 $ 74,996 Information technology and consulting services 357,390 – Total cost of revenue $ 625,916 $ 74,996 |
Stock-based Compensation | (n) Stock-based Compensation The Company records stock-based compensation in accordance with ASC 718, Compensation – Stock Compensation |
Foreign Currency Translation | (o) Foreign Currency Translation The functional currency of the Company is the United States dollar. The functional currency of the Likido subsidiary is the British pound. The functional currency of Prakat is the Indian rupee. The financial statements of the Company’s subsidiaries were translated to United States dollars in accordance with ASC 830, Foreign Currency Translation Matters consolidated statements of operations. |
Comprehensive Loss | (p) Comprehensive Loss ASC 220, Comprehensive Income, |
Basic and Diluted Net Loss per Share | (q) Basic and Diluted Net Loss per Share The Company computes net income (loss) per share in accordance with ASC 260, Earnings per Share The weighted average number of common stock equivalents related to convertible notes payable of 56,801,471 shares was not included in diluted loss per share, because the effects are antidilutive, for the year ended June 30, 2020. In accordance with ASC 260, “Earnings Per Share”, the following table reconciles basic shares outstanding to fully diluted shares outstanding for the year ended June 30, 2019: Year Ended June 30, 2019 Weighted average number of common shares outstanding - Basic 47,429,073 Potentially dilutive common stock equivalents (convertible note payable - related party and accrued interest) 55,147,059 Weighted average number of common shares outstanding - Diluted 102,576,132 There were no adjustments to the numerator during the years ended June 30, 2020 and 2019. |
Income Taxes | (r) Income Taxes The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, Accounting for Income Taxes |
Recent Accounting Pronouncements | (s) Recent Accounting Pronouncements In August 2018, the FASB issued guidance to improve the effectiveness of fair value measurement disclosures by removing or modifying certain disclosure requirements and adding other requirements. The guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019, with early adoption permitted. Certain amendments should be applied prospectively, while all other amendments should be applied retrospectively to all periods presented. The Company is currently evaluating the impact of the new guidance. In June 2016, the FASB issued a new credit loss standard that replaces the incurred loss impairment methodology in current GAAP. The new impairment model requires immediate recognition of estimated credit losses expected to occur for most financial assets and certain other instruments. It is effective for annual reporting periods beginning after December 15, 2019 and interim periods within those annual periods, with early adoption permitted. Entities will apply the standard’s provisions as a cumulative-effect adjustment to retained earnings as of the beginning of the first effective reporting period. The Company is currently evaluating the impact of the new guidance. In February 2016, the FASB issued new lease accounting guidance in ASU No. 2016-02, “ Leases The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
2. Summary of Significant Acc_3
2. Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Jun. 30, 2020 | |
Accounting Policies [Abstract] | |
Schedule of property and equipment, estimated useful life | Depreciation and amortization expense is recognized using the straight-line method over the estimated useful life of each asset, as follows: Estimated Useful Life Computer and office equipment 3 - 5 years Machinery and equipment 5 years Leasehold improvements Shorter of lease term or useful life |
Schedule of disaggregated revenue | The following table presents the Company's revenue disaggregated by revenue source: Year Ended June 30, 2020 2019 Product sales - third parties $ 466,946 $ 72,155 Product sales - related party 124,427 – Information technology and consulting services - third parties 487,642 – Information technology and consulting services - related party 99,139 – Total revenue $ 1,178,154 $ 72,155 |
Schedule of receivables and contract liabilities | The following table provides information about receivables and contract liabilities from contracts with customers: June 30, 2020 2019 Accounts receivable, net $ 229,167 $ 27,959 Accounts receivable, net - related parties 99,357 – Deferred revenue 176,291 – |
Schedule of cost of revenue | The following table is a breakdown of cost of revenue: Year Ended June 30, 2020 2019 Product sales $ 268,526 $ 74,996 Information technology and consulting services 357,390 – Total cost of revenue $ 625,916 $ 74,996 |
Reconciliation of common shares outstanding basic to diluted | The following table reconciles basic shares outstanding to fully diluted shares outstanding for the year ended June 30, 2019: Year Ended June 30, 2019 Weighted average number of common shares outstanding - Basic 47,429,073 Potentially dilutive common stock equivalents (convertible note payable - related party and accrued interest) 55,147,059 Weighted average number of common shares outstanding - Diluted 102,576,132 |
3. Business Combinations and _2
3. Business Combinations and Acquisition (Tables) | 12 Months Ended |
Jun. 30, 2020 | |
Pro forma information | The pro forma information does not give effect to any estimated and potential cost savings or other operating efficiencies that could result from the acquisitions: Year Ended June 30, 2020 2019 Revenues $ 2,177,084 $ 1,461,086 Net income (loss) attributable to Dalrada $ (2,507,115 ) $ 748,242 Net income (loss) per common share $ (0.04 ) $ 0.02 |
Likido [Member] | |
Purchase price allocation | The following table summarizes the preliminary purchase price allocation: Preliminary Purchase Price Allocation Cash and cash equivalents $ 172,362 Other receivables 37,984 Prepaid expenses and other current assets 10,000 Inventories 110,062 Property and equipment, net 80,348 Goodwill 143,152 Accounts payable (92,799 ) Accrued liabilities (9,308 ) Deferred revenue (177,715 ) $ 274,086 |
Prakat [Member] | |
Purchase price allocation | The following table summarizes the preliminary purchase price allocation: Preliminary Purchase Price Allocation Cash and cash equivalents $ 34,625 Accounts receivable, net 157,544 Other receivables 122,190 Prepaid expenses and other current assets 74,671 Property and equipment, net 7,189 Accounts payable (33,614 ) Accrued liabilities (114,212 ) Notes payable (23,393 ) Noncontrolling interests (63,000 ) Purchase price consideration $ 162,000 |
Shark [Member] | |
Purchase price allocation | The purchase price of the Shark assets are as follows: Cash and cash equivalents $ 917 Research and development 92,083 Purchase price consideration $ 93,000 |
4. Selected Balance Sheet Ele_2
4. Selected Balance Sheet Elements (Tables) | 12 Months Ended |
Jun. 30, 2020 | |
Business Combinations [Abstract] | |
Schedule of inventory | Inventories consisted of the following as of June 30, 2020 and 2019: June 30, 2020 2019 Raw materials $ 140,477 $ – Work-in-progress 120,689 Finished goods 389,256 18,768 $ 650,422 $ 18,768 |
Schedule of property and equipment | Property and equipment, net consisted of the following as of June 30, 2020 and 2019: June 30, 2020 2019 Machinery and equipment $ 143,930 $ – Leasehold improvements 112,366 – Computer and office equipment 52,665 5,500 308,961 5,500 Less: Accumulated depreciation (68,453 ) – $ 240,508 $ 5,500 |
6. Notes Payable (Tables)
6. Notes Payable (Tables) | 12 Months Ended |
Jun. 30, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of notes payable | Notes payable includes the following: June 30, 2020 2019 Dalrada - Payroll Protection Program $ 21,042 $ – Likido - COVID-19 Government loan 55,467 – Prakat - Bank loan 16,708 – $ 93,217 $ – |
11. Segment Reporting (Tables)
11. Segment Reporting (Tables) | 12 Months Ended |
Jun. 30, 2019 | |
Equity [Abstract] | |
Schedule of segment information | Segment information for the year ended June 30, 2020 is as follows: Year Ended June 30, 2020 Engineering Health Information Technology Corporate Inter-Segment Eliminations Consolidated Revenues $ 753,632 $ 407,069 $ 624,198 $ – $ (606,745 ) $ 1,178,154 Loss from operations (794,400 ) 128,613 (116,668 ) (1,154,659 ) (751,982 ) (2,689,097 ) Net loss $ (808,908 ) $ 122,587 $ (104,485 ) $ (935,059 ) $ (751,692 ) $ (2,477,557 ) |
Schedule of revenue by country | The following table presents revenue by country: Year Ended June 30, 2020 2019 United States $ 591,373 $ 72,155 India 586,781 – $ 1,178,154 $ 72,155 |
Schedule of inventories by country | The following table presents inventories by country: June 30, 2020 2019 United States $ 409,044 $ 18,768 Europe 241,378 – India – – $ 650,422 $ 18,768 |
Schedule of property and equipment by country | The following table presents property and equipment, net, by country: June 30, 2020 2019 United States $ 39,507 $ 5,500 Europe 191,508 – India 9,493 – $ 240,508 $ 5,500 |
12. Commitments and Contingen_2
12. Commitments and Contingencies (Tables) | 12 Months Ended |
Jun. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Minimum lease payments | Fiscal Year Ended June 30, 2021 $ 264,371 2022 267,113 2023 259,215 2024 207,901 2025 194,616 Thereafter 42,237 1,235,453 Less: imputed interest (116,979 ) Total $ 1,118,474 |
13. Income Taxes (Tables)
13. Income Taxes (Tables) | 12 Months Ended |
Jun. 30, 2019 | |
Income Tax Disclosure [Abstract] | |
Reconciliation of Income Taxes | 2020 2019 Current: Federal $ – $ – State – – Foreign – – – – Deferred: Federal (522,084 ) (165,038 ) State (145,050 ) (45,852 ) (667,134 ) (210,890 ) Valuation allowance 667,134 210,890 Total provision for income taxes $ – $ – |
Schedule of deferred taxes | 2020 2019 Depreciation & Amortization $ 450 $ – Reserves and Accruals 118,071 – Net Operating Loss Carryforwards 768,085 219,472 Gross Deferred Tax Assets 886,606 219,472 Valuation Allowance (886,606 ) (219,472 ) Net Deferred Tax Assets $ – $ – |
Schedule of reconciliation of the statutory federal income tax | 2020 2019 Tax at Federal Statutory Rate 21.0 % 34.0 % State, Net of Federal Benefit 5.9 % 0.2 % Payroll Tax Interest 10.5 % 0.0 % Gain on Expiration of Accrued Tax Liability (6.6)% 0.0 % Stock Based Compensation (3.7)% (32.7)% Change in Tax Rate 0.0 % (0.7)% Change in Valuation Allowance (27.0)% (0.8)% Provision for Taxes 0.0 % (0.0)% |
1. Organization and Nature of_2
1. Organization and Nature of Operations (Details Narrative) - USD ($) | 5 Months Ended | 6 Months Ended | ||
Dec. 06, 2019 | Jan. 09, 2020 | Jun. 30, 2020 | Jun. 30, 2019 | |
Working capital | $ (15,777,706) | |||
Accumulated deficit | $ (107,429,607) | $ (104,963,229) | ||
Likido [Member] | ||||
Stock issued for acquisition, shares | 6,118,000 | |||
Contractual obligation | $ 600,000 | |||
Prakat Solutions [Member] | ||||
Stock issued for acquisition, shares | 3,600,000 |
2. Summary of Significant Acc_4
2. Summary of Significant Accounting Policies (Details - Estimated useful life) | 12 Months Ended |
Jun. 30, 2020 | |
Computer and office equipment [Member] | |
Property and Equipment, estimated useful life | 3 - 5 years |
Machinery and Equipment [Member] | |
Property and Equipment, estimated useful life | 5 years |
Leasehold Improvements [Member] | |
Property and Equipment, estimated useful life | Shorter of lease term or useful life |
2. Summary of Significant Acc_5
2. Summary of Significant Accounting Policies (Details - Revenue) - USD ($) | 12 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Revenues | $ 1,178,154 | $ 72,155 |
Product Sales - Third parties [Member] | ||
Revenues | 466,946 | 72,155 |
Product Sales - related party [Member] | ||
Revenues | 124,427 | 0 |
Information technology and consultingServices - third parties [Member] | ||
Revenues | 487,642 | 0 |
Information technology and consulting services - related parties [Member] | ||
Revenues | $ 99,139 | $ 0 |
2. Summary of Significant Acc_6
2. Summary of Significant Accounting Policies (Details - Receivables and contract liabilities) - USD ($) | Jun. 30, 2020 | Jun. 30, 2019 |
Accounting Policies [Abstract] | ||
Accounts receivable, net | $ 229,167 | $ 27,959 |
Accounts receivable, net - related parties | 99,357 | 0 |
Deferred revenue | $ 176,291 | $ 0 |
2. Summary of Significant Acc_7
2. Summary of Significant Accounting Policies (Details - Cost of revenue) - USD ($) | 12 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Cost of revenue | $ 625,916 | $ 74,996 |
Product sales [Member] | ||
Cost of revenue | 268,526 | 74,996 |
Information technology and consultingServices [Member] | ||
Cost of revenue | $ 357,390 | $ 0 |
2. Summary of Significant Acc_8
2. Summary of Significant Accounting Policies (Details - Antidilutive shares) - shares | 12 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Accounting Policies [Abstract] | ||
Weighted average number of common shares outstanding - Basic | 56,801,796 | 47,429,073 |
Potentially dilutive common stock equivalents (convertible note payable - related party and accrued interest) | 56,801,471 | 55,147,059 |
Weighted average number of common shares outstanding - Diluted | 56,801,796 | 102,576,132 |
2. Summary of Significant Acc_9
2. Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Allowance for doubtful accounts | $ 0 | $ 0 |
Antidilutive securities excluded from computation of earnings per share, amount | 56,801,471 | 55,147,059 |
One Customer [Member] | Revenues [Member] | ||
Concentrations of credit risk | 16.00% | |
One Customer [Member] | Revenues [Member] | ||
Concentrations of credit risk | 11.00% |
3. Business Combinations and _3
3. Business Combinations and Acquisition (Details - Purchase allocation) - USD ($) | Jun. 30, 2020 | Mar. 23, 2020 | Jan. 09, 2020 | Dec. 06, 2019 | Jun. 30, 2019 |
Goodwill | $ 143,152 | $ 0 | |||
Likido [Member] | |||||
Cash and cash equivalents | $ 172,362 | ||||
Other receivables | 37,984 | ||||
Prepaid expenses and other current assets | 10,000 | ||||
Inventories | 110,062 | ||||
Property and equipment, net | 80,348 | ||||
Goodwill | 143,152 | ||||
Accounts payable | (92,799) | ||||
Accrued liabilities | (9,308) | ||||
Deferred revenue | (177,715) | ||||
Net assets acquired | $ 274,086 | ||||
Prakat Solutions [Member] | |||||
Cash and cash equivalents | $ 34,625 | ||||
Accounts receivable, net | 157,544 | ||||
Other receivables | 122,190 | ||||
Prepaid expenses and other current assets | 74,671 | ||||
Property and equipment, net | 7,189 | ||||
Accounts payable | (33,614) | ||||
Accrued liabilities | (114,212) | ||||
Notes payable | (23,393) | ||||
Noncontrolling interests | (63,000) | ||||
Net assets acquired | $ 162,000 | ||||
Shark [Member] | |||||
Cash and cash equivalents | $ 917 | ||||
Research and development | 92,083 | ||||
Net assets acquired | $ 93,000 |
3. Business Combinations and _4
3. Business Combinations and Acquisition (Details - Pro Forma Info) - Likido [Member] - USD ($) | 12 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Revenues | $ 2,177,084 | $ 1,461,086 |
Net income (loss) attributable to Dalrada | $ (2,507,115) | $ 748,242 |
Net income (loss) per common share | $ (0.04) | $ 0.02 |
3. Business Combinations and _5
3. Business Combinations and Acquisition (Details Narrative) - USD ($) | 5 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended |
Dec. 06, 2019 | Jan. 09, 2020 | Mar. 23, 2020 | Jun. 30, 2020 | |
Stock issued for acquisition, value | $ 592,086 | |||
Likido [Member] | ||||
Stock issued for acquisition, shares | 6,118,000 | |||
Stock issued for acquisition, value | $ 274,086 | |||
Shark [Member] | ||||
Stock issued for acquisition, shares | 3,000,000 | |||
Stock issued for acquisition, value | $ 93,000 | |||
Prakat Solutions [Member] | ||||
Stock issued for acquisition, shares | 3,600,000 | |||
Stock issued for acquisition, value | $ 162,000 |
4. Selected Balance Sheet Ele_3
4. Selected Balance Sheet Elements (Details - Inventories) - USD ($) | Jun. 30, 2020 | Jun. 30, 2019 |
Business Combinations [Abstract] | ||
Raw materials | $ 140,477 | $ 0 |
Work-in-progress | 120,689 | 0 |
Finished goods | 389,256 | 18,768 |
Inventories | $ 650,422 | $ 18,768 |
4. Selected Balance Sheet Ele_4
4. Selected Balance Sheet Elements (Details - Property and equipment) - USD ($) | Jun. 30, 2020 | Jun. 30, 2019 |
Business Combinations [Abstract] | ||
Machinery and equipment | $ 143,930 | $ 0 |
Leasehold improvements | 112,366 | 0 |
Computer and office equipment | 52,665 | 5,500 |
Property and equipment, gross | 308,961 | 5,500 |
Less: Accumulated depreciation | (68,453) | 0 |
Property and equipment, net | $ 240,508 | $ 5,500 |
4. Selected Balance Sheet Ele_5
4. Selected Balance Sheet Elements (Details Narrative) - USD ($) | 12 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Business Combinations [Abstract] | ||
Depreciation and amortization expense | $ 46,602 | $ 0 |
5. Accrued Payroll Taxes (Detai
5. Accrued Payroll Taxes (Details Narrative) - USD ($) | 12 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Payables and Accruals [Abstract] | ||
Accrued payroll taxes, penalties and interest | $ 10,519,440 | $ 10,980,278 |
Accrued interest rate | 7.33% compounded daily | |
Penalties and interest expense | $ 1,768,361 | 852,595 |
Gain on expiration of accrued tax liability | $ 1,229,199 | $ 2,264,340 |
6. Notes Payable (Details - Not
6. Notes Payable (Details - Notes payable) - USD ($) | Jun. 30, 2020 | Jun. 30, 2019 |
Notes payable | $ 93,217 | $ 0 |
Payroll Protection Program [Member] | ||
Notes payable | 21,042 | 0 |
COVID-19 Government loan [Member] | ||
Notes payable | 55,467 | 0 |
Bank loan [Member] | ||
Notes payable | $ 16,708 | $ 0 |
6. Notes Payable (Details Narra
6. Notes Payable (Details Narrative) - USD ($) | 12 Months Ended | ||||
Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | |
Note payable - related party balance | $ 1,875,000 | ||||
Accrued interest | $ 56,250 | ||||
Note Payable Related Party 1 [Member] | |||||
Debt face amount | $ 38,615 | ||||
Debt stated interest rate | 3.00% | ||||
Debt conversion, converted instrument, shares issued | 3,965,614 | ||||
Debt instrument, convertible, conversion price | $ 0.0492 | ||||
Note Payable Related Party 2 [Member] | |||||
Debt face amount | $ 37,469 | ||||
Debt stated interest rate | 3.00% | ||||
Note payable - related party balance | $ 37,469 | ||||
Accrued interest | 1,124 | ||||
Note Payable Related Party 3 [Member] | |||||
Debt face amount | $ 2,250 | ||||
Debt stated interest rate | 3.00% | ||||
Note payable - related party balance | 2,250 | ||||
Accrued interest | 68 | ||||
Note Payable - Related Party 4 [Member] | |||||
Debt face amount | $ 1,630 | ||||
Debt stated interest rate | 3.00% | ||||
Note payable - related party balance | 1,630 | ||||
Accrued interest | 49 | ||||
Note Payable - Related Party 5 [Member] | |||||
Debt face amount | $ 262,197 | ||||
Debt stated interest rate | 3.00% | ||||
Note payable - related party balance | 262,197 | ||||
Accrued interest | 7,866 | ||||
Note Payable - Related Party 6 [Member] | |||||
Debt face amount | $ 131,265 | ||||
Debt stated interest rate | 3.00% | ||||
Note payable - related party balance | 131,265 | ||||
Accrued interest | 2,953 | ||||
Note Payable - Related Party 7 [Member] | |||||
Debt face amount | $ 2,075 | ||||
Debt stated interest rate | 3.00% | ||||
Note payable - related party balance | 2,075 | ||||
Accrued interest | 47 | ||||
Note Payable - Related Party 8 [Member] | |||||
Debt face amount | $ 3,375 | ||||
Debt stated interest rate | 3.00% | ||||
Note payable - related party balance | 3,375 | ||||
Accrued interest | 76 | ||||
Note Payable - Related Party 9 [Member] | |||||
Debt face amount | $ 36,370 | ||||
Debt stated interest rate | 3.00% | ||||
Note payable - related party balance | 36,370 | ||||
Accrued interest | 818 | ||||
Note Payable - Related Party 10 [Member] | |||||
Debt face amount | $ 1,865 | ||||
Debt stated interest rate | 3.00% | ||||
Note payable - related party balance | 1,865 | ||||
Accrued interest | 42 | ||||
Note Payable - Related Party 11 [Member] | |||||
Debt face amount | $ 93,137 | ||||
Debt stated interest rate | 3.00% | ||||
Note payable - related party balance | 93,137 | ||||
Accrued interest | 2,096 | ||||
Note Payable - Related Party 12 [Member] | |||||
Debt face amount | $ 18,669 | ||||
Debt stated interest rate | 3.00% | ||||
Note payable - related party balance | 18,669 | ||||
Accrued interest | 280 | ||||
Note Payable - Related Party 13 [Member] | |||||
Debt face amount | $ 16,165 | ||||
Debt stated interest rate | 3.00% | ||||
Note payable - related party balance | 16,165 | ||||
Accrued interest | 242 | ||||
Note Payable - Related Party 14 [Member] | |||||
Debt face amount | $ 1,125 | ||||
Debt stated interest rate | 3.00% | ||||
Note payable - related party balance | 1,125 | ||||
Accrued interest | 17 | ||||
Note Payable - Related Party 15 [Member] | |||||
Debt face amount | $ 152,282 | ||||
Debt stated interest rate | 3.00% | ||||
Note payable - related party balance | 152,282 | ||||
Accrued interest | 2,284 | ||||
Note Payable - Related Party 16 [Member] | |||||
Debt face amount | $ 5,270 | ||||
Debt stated interest rate | 3.00% | ||||
Note payable - related party balance | 5,270 | ||||
Accrued interest | 79 | ||||
Note Payable - Related Party 17 [Member] | |||||
Debt face amount | $ 720,914 | ||||
Debt stated interest rate | 3.00% | ||||
Note payable - related party balance | 720,914 | ||||
Accrued interest | 10,814 | ||||
Note Payable - Related Party 18 [Member] | |||||
Debt face amount | $ 233,886 | ||||
Debt stated interest rate | 3.00% | ||||
Note payable - related party balance | 233,886 | ||||
Accrued interest | 1,754 | ||||
Note Payable - Related Party 19 [Member] | |||||
Debt face amount | $ 1,120 | ||||
Debt stated interest rate | 3.00% | ||||
Note payable - related party balance | 1,120 | ||||
Accrued interest | 8 | ||||
Note Payable - Related Party 20 [Member] | |||||
Debt face amount | $ 175,742 | ||||
Debt stated interest rate | 3.00% | ||||
Note payable - related party balance | 175,742 | ||||
Accrued interest | 1,318 | ||||
Note Payable - Related Party 21 [Member] | |||||
Debt face amount | $ 14,655 | ||||
Debt stated interest rate | 3.00% | ||||
Note payable - related party balance | 14,655 | ||||
Accrued interest | 110 | ||||
Note Payable - Related Party 22 [Member] | |||||
Debt face amount | $ 1,165 | ||||
Debt stated interest rate | 3.00% | ||||
Note payable - related party balance | 1,165 | ||||
Accrued interest | 9 | ||||
Note Payable - Related Party 23 [Member] | |||||
Debt face amount | $ 417,996 | ||||
Debt stated interest rate | 3.00% | ||||
Note payable - related party balance | 417,996 | ||||
Accrued interest | 3,135 | ||||
Note Payable - Related Party 24 [Member] | |||||
Debt face amount | $ 79,866 | ||||
Debt stated interest rate | 3.00% | ||||
Note payable - related party balance | 79,866 | ||||
Accrued interest | 599 | ||||
Note Payable - Related Party 25 [Member] | |||||
Debt face amount | $ 55,868 | ||||
Debt stated interest rate | 3.00% | ||||
Note payable - related party balance | 55,868 | ||||
Accrued interest | 419 | ||||
Note Payable - Related Party 26 [Member] | |||||
Debt face amount | $ 228,557 | ||||
Debt stated interest rate | 3.00% | ||||
Note payable - related party balance | $ 228,557 | ||||
Accrued interest | 1,714 | ||||
Note Payable - Related Party 27 [Member] | |||||
Debt face amount | $ 131,477 | ||||
Debt stated interest rate | 3.00% | ||||
Note payable - related party balance | $ 131,477 | ||||
Accrued interest | 986 | ||||
Note Payable - Related Party 28 [Member] | |||||
Debt face amount | $ 13,500 | ||||
Debt stated interest rate | 3.00% | ||||
Note payable - related party balance | $ 13,500 | ||||
Accrued interest | 101 | ||||
Note Payable - Related Party 29 [Member] | |||||
Debt face amount | $ 213,887 | ||||
Debt stated interest rate | 3.00% | ||||
Note payable - related party balance | $ 213,887 | ||||
Accrued interest | $ 1,604 |
7. Convertible Note Payable -_2
7. Convertible Note Payable - Related Parties (Details Narrative) - USD ($) | Jun. 30, 2020 | Jun. 30, 2019 |
Convertible note payable - related party | $ 1,875,000 | $ 1,875,000 |
Note payable - related party balance | 1,875,000 | |
Accrued interest | $ 56,250 | |
Chief Executive Officer [Member] | ||
Convertible note payable - related party | $ 1,875,000 | |
Debt stated interest rate | 3.00% | |
Conversion price | $ 0.034 |
8. Related Party Transactions (
8. Related Party Transactions (Details Narrative) - USD ($) | 5 Months Ended | 6 Months Ended | 12 Months Ended | |
Nov. 30, 2019 | Jan. 06, 2020 | Jun. 30, 2020 | Jun. 30, 2019 | |
Accounts payable and accrued liabilities - related parties | $ 556,317 | $ 479,512 | ||
Debt converted, amount converted | 170 | |||
Trucept [Member] | ||||
Stock issued for compensation, shares | 3,000,000 | |||
Stock issued for compensation, value | $ 172,800 | |||
Trucept [Member] | ||||
Accounts payable and accrued liabilities - related parties | 7,650 | $ 27,000 | ||
Chief Executive Officer [Member] | ||||
Accounts payable and accrued liabilities - related parties | 440,000 | |||
Debt converted, amount converted | $ 170 | |||
Chief Executive Officer [Member] | Series F Super Preferred Stock [Member] | ||||
Debt converted, shares issued | 5,000 | |||
Various related parties [Member] | ||||
Revenues - related party | 80,844 | |||
Prakat [Member] | ||||
Revenues - related party | $ 142,722 |
9. Preferred Stock (Details Nar
9. Preferred Stock (Details Narrative) - $ / shares | Jun. 30, 2020 | Jun. 30, 2019 |
Preferred stock, shares authorized | 100,000 | 100,000 |
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares issued | 5,000 | 0 |
Series F Super Preferred Stock [Member] | ||
Preferred stock, shares authorized | 100,000 | |
Preferred stock, par value | $ 0.01 | |
Preferred stock, shares issued | 5,000 |
10. Common Stock (Details Narra
10. Common Stock (Details Narrative) - USD ($) | Jan. 06, 2020 | May 07, 2019 | Jun. 30, 2020 | Mar. 23, 2020 | Dec. 06, 2019 | Jan. 09, 2020 | Jun. 30, 2020 | Jun. 30, 2019 | Jan. 09, 2019 |
Shares issued for acquisition, value | $ 592,086 | ||||||||
Shares issued to related party, value | $ 38,585 | ||||||||
Debt conversion, converted instrument, amount | 170 | ||||||||
Non-cash interest expense | $ 155,055 | $ 0 | |||||||
Common stock, shares issued | 68,464,742 | 68,464,742 | 48,281,128 | ||||||
Common stock, shares outstanding | 68,464,742 | 68,464,742 | 48,281,128 | ||||||
FawadNisar [Member] | |||||||||
Shares issued, price per shares | $ 0.576 | ||||||||
Shares issued to related party, shares | 3,000,000 | ||||||||
Shares issued to related party, value | $ 172,800 | ||||||||
TIPP Investments | |||||||||
Debt conversion, converted instrument, shares issued | 3,965,614 | ||||||||
Debt conversion, converted instrument, amount | $ 40,052 | ||||||||
Non-cash interest expense | $ 155,055 | ||||||||
Consultant [Member] | |||||||||
Shares issued, price per shares | $ 0.045 | $ 0.045 | |||||||
Shares issued to related party, shares | 500,000 | ||||||||
Shares issued to related party, value | $ 22,500 | ||||||||
Relative of CEO [Member] | |||||||||
Shares issued, price per shares | $ 0.039 | ||||||||
Shares issued to related party, shares | 1,000,000 | ||||||||
Shares issued to related party, value | $ 38,585 | ||||||||
Likido [Member] | |||||||||
Shares issued for acquisition, shares | 6,118,000 | ||||||||
Shares issued for acquisition, value | $ 274,086 | ||||||||
Shares issued, price per shares | $ 0.0448 | ||||||||
Prakat [Member] | |||||||||
Shares issued for acquisition, shares | 3,600,000 | ||||||||
Shares issued for acquisition, value | $ 162,000 | ||||||||
Shares issued, price per shares | $ 0.0450 | ||||||||
Shark [Member] | |||||||||
Shares issued for acquisition, shares | 3,000,000 | ||||||||
Shares issued for acquisition, value | $ 93,000 | ||||||||
Shares issued, price per shares | $ 0.0310 |
11. Segment Reporting (Details
11. Segment Reporting (Details - Segment information) - USD ($) | 12 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Revenue | $ 1,178,154 | $ 72,155 |
Loss from operations | (2,689,097) | (1,045,315) |
Net loss | (2,477,557) | $ 365,850 |
Engineering | ||
Revenue | 753,632 | |
Loss from operations | (794,400) | |
Net loss | (808,908) | |
Health | ||
Revenue | 407,069 | |
Loss from operations | 128,613 | |
Net loss | 122,587 | |
Information Technology | ||
Revenue | 624,198 | |
Loss from operations | (116,668) | |
Net loss | (104,485) | |
Corporate | ||
Revenue | 0 | |
Loss from operations | (1,154,659) | |
Net loss | (935,059) | |
Inter-Segment Eliminations | ||
Revenue | (606,745) | |
Loss from operations | (751,982) | |
Net loss | $ (751,692) |
11. Segment Reporting (Detail_2
11. Segment Reporting (Details - Revenue by country) - USD ($) | 12 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Revenue | $ 1,178,154 | $ 72,155 |
United states | ||
Revenue | 591,373 | 72,155 |
India | ||
Revenue | $ 586,781 | $ 0 |
11. Segment Reporting (Detail_3
11. Segment Reporting (Details - Inventories by country) - USD ($) | Jun. 30, 2020 | Jun. 30, 2019 |
Inventories | $ 650,422 | $ 18,768 |
United states | ||
Inventories | 409,044 | 18,768 |
Europe | ||
Inventories | 241,378 | 0 |
India | ||
Inventories | $ 0 | $ 0 |
11. Segment Reporting (Detail_4
11. Segment Reporting (Details - Property and equipment by country) - USD ($) | Jun. 30, 2020 | Jun. 30, 2019 |
Property and equipment, net | $ 240,508 | $ 5,500 |
United states | ||
Property and equipment, net | 39,507 | 5,500 |
Europe | ||
Property and equipment, net | 191,508 | 0 |
India | ||
Property and equipment, net | $ 9,493 | $ 0 |
11. Segment Reporting (Detail_5
11. Segment Reporting (Details Narrative) | 12 Months Ended |
Jun. 30, 2020Integer | |
Equity [Abstract] | |
Number of segments | 4 |
12. Commitments and Contingen_3
12. Commitments and Contingencies (Details - Minimum lease payment) | Jun. 30, 2020USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2021 | $ 264,371 |
2022 | 267,113 |
2023 | 259,215 |
2024 | 207,901 |
2025 | 194,616 |
Thereafter | 42,237 |
Total miminum lease payments | 1,235,453 |
Less: imputed interest | (116,979) |
Total | $ 1,118,474 |
12. Commitments and Contingen_4
12. Commitments and Contingencies (Details Narrative) - USD ($) | 12 Months Ended | ||
Jun. 30, 2020 | May 31, 2020 | Jun. 30, 2019 | |
Operating lease, right of use asset | $ 1,118,474 | $ 0 | |
Operating lease liability | 1,118,474 | ||
Imputed interest | (116,979) | ||
Lease expense | 16,245 | ||
Prakat subsidiary [Member] | |||
Operating lease, right of use asset | 140,874 | ||
Operating lease liability | $ 140,874 | ||
Effective borrowing rate | 9.20% | ||
Imputed interest | $ 86,591 | ||
California | |||
Operating lease, right of use asset | $ 822,389 | ||
Operating lease liability | $ 822,389 | ||
Operating lease term | 5 years | ||
Effective borrowing rate | 3.00% | ||
Imputed interest | $ 53,399 | ||
Texas | |||
Operating lease, right of use asset | 177,124 | ||
Operating lease liability | $ 177,124 | ||
Operating lease term | 3 years | ||
Effective borrowing rate | 3.00% | ||
Imputed interest | $ 8,399 |
13. Income Taxes (Details - Inc
13. Income Taxes (Details - Income tax reconciliation) - USD ($) | 12 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Income Tax Disclosure [Abstract] | ||
Current federal tax expense | $ 0 | $ 0 |
Current state tax expense | 0 | 0 |
Current foreign tax expense | 0 | 0 |
Total current tax expense | 0 | 0 |
Federal deferred tax expense | (522,084) | (165,038) |
State deferred tax expense | (145,050) | (45,852) |
Total deferred tax expense | (667,134) | (210,890) |
Valuation allowance | 667,134 | 210,890 |
Total provision for income taxes | $ 0 | $ 0 |
13. Income Taxes (Details - Def
13. Income Taxes (Details - Deferred taxes) - USD ($) | Jun. 30, 2020 | Jun. 30, 2019 |
Income Tax Disclosure [Abstract] | ||
Depreciation & Amortization | $ 450 | $ 0 |
Reserves and Accruals | 118,071 | 0 |
Net operating loss carryforwards | 768,085 | 219,472 |
Gross deferred tax assets | 886,606 | 219,472 |
Valuation allowance | (886,606) | (219,472) |
Net deferred tax assets | $ 0 | $ 0 |
13. Income Taxes (Details - Sta
13. Income Taxes (Details - Statutory federal income tax rate) | 12 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Income Tax Disclosure [Abstract] | ||
Tax at Federal Statutory Rate | 21.00% | 34.00% |
State, Net of Federal Benefit | 5.90% | 0.20% |
Payroll Tax Interest | 10.50% | 0.00% |
Gain on Expiration of Accrued Tax Liability | (6.60%) | 0.00% |
Stock Based Compensation | (3.70%) | (32.70%) |
Change in Tax Rate | 0.00% | (0.70%) |
Change in Valuation Allowance | (27.00%) | (0.80%) |
Provision for Taxes | 0.00% | 0.00% |
13. Income Taxes (Details Narra
13. Income Taxes (Details Narrative) | 12 Months Ended |
Jun. 30, 2020USD ($) | |
Income Tax Disclosure [Abstract] | |
NOL carryforward | $ 6,130,145 |
NOL carryforward expiration date | Begin to expire in 2038 through 2041 |