Galaxy Next Generation LTD CO. (Galaxy CO) was organized in the state of Georgia in February 2017 while R & G Sales, Inc. (R&G) was organized in the state of Georgia in August 2004. Galaxy CO merged with R&G (common controlled merger) on March 16, 2018, with R&G becoming the surviving company. R&G subsequently changed its name to Galaxy Next Generation, Inc. (Galaxy).
FullCircle Registry, Inc., (FLCR) is a holding company created for the purpose of acquiring small profitable businesses to provide exit plans for those companys owners. FLCRs subsidiary, FullCircle Entertainment, Inc. (Entertainment or FLCE), owns and operates Georgetown 14 Cinemas, a fourteen-theater movie complex located in Indianapolis, Indiana.
On June 22, 2018, Galaxy consummated a reverse triangular merger whereby Galaxy merged with and into Full Circle Registry, Inc.s (FLCR) newly formed subsidiary - formed specifically for the transaction (Galaxy MS). The merger resulted in Galaxy MS becoming a wholly-owned subsidiary of FLCR. For accounting purposes, the acquisition of Galaxy by FLCR is considered a reverse acquisition, an acquisition transaction where the acquired company, Galaxy, is considered the acquirer for accounting purposes, notwithstanding the form of the transaction. The primary reason the transaction is being treated as a purchase by Galaxy rather than a purchase by FLCR is that FLCR is a public reporting company, and Galaxys stockholders gained majority control of the outstanding voting power of FLCRs equity securities. Consequently, the assets and liabilities and the operations that are reflected in the historical financial statements of the Company prior to the merger are those of Galaxy. The financial statements after the completion of the merger include the combined assets and liabilities of the combined company (collectively Galaxy Next Generation, Inc., Full Circle Registry, Inc. and FullCircle Entertainment, Inc., or the Company).
In recognition of Galaxys merger with FLCR, several things occurred: (1) FLCR amended its articles of incorporation to change its name from FullCircle Registry, Inc. to Galaxy Next Generation, Inc.; (2) Galaxy and FLCR changed its fiscal year end to June 30, effective June 2018; (3) FLCR authorized shares of preferred stock were increased to 200,000,000 and authorized shares of common stock were increased to 4,000,000,000, (prior to the Reverse Stock Split) both with a par value of $0.0001; and (4) the Board of Directors and Executive Officers approved Gary LeCroy, President and Director; Magen McGahee, Secretary and Director; and Carl Austin, Director; and (5) the primary business operated by the combined company became the business that was operated by Galaxy.
Galaxy is a manufacturer and U.S. distributor of interactive learning technology hardware and software that allows the presenter and participant to engage in a fully collaborative instructional environment. Galaxys products include Galaxys own private-label interactive touch screen panel as well as numerous other national and international branded peripheral and communication devices. New technologies like Galaxys own touchscreen panels are sold along with renowned brands such as Google Chromebooks, Microsoft Surface Tablets, Lenovo & Acer computers, Verizon WiFi and more. Galaxys distribution channel consists of approximately 30 resellers across the U.S. who primarily sell its products within the commercial and educational market. Galaxy does not control where the resellers focus their resell efforts; however, the K-12 education market is the largest customer base for Galaxy products comprising nearly 90% of Galaxys sales. In addition, Galaxy also possesses its own reseller channel where it sells directly to the K-12 market, primarily throughout the Southeast region of the United States.
As disclosed in Note 12, the Entertainment segment was sold on February 6, 2019 in exchange for 38,625 Galaxy common shares.
The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America. Any reference in these footnotes to applicable guidance is meant to refer to the authoritative U.S. generally accepted accounting principles (GAAP) as found in the Accounting Standards Codification (ASC) and Accounting Standards Update (ASU) of the Financial Accounting Standards Board (FASB).
Due to the change in year-end, the Company's fiscal year 2018 was shortened from 12 months to 3 months and ended on June 30, 2018. Further, the financial statements as of June 30, 2019 and 2018 represent the financial information of the Company subsequent to the acquisition. The consolidated statement of operations, changes in stockholder equity (deficit) and cashflows for the year ended March 31, 2018 represent the financial results of the Company prior to the acquisition. All intercompany transactions and accounts have been eliminated in the consolidation.
The Company's financial reporting segments are Technology (reflecting the operations of Galaxy) and Entertainment (reflecting the operations of the movie theater). The Company is an over-the-counter public company traded under the stock symbol listing GAXY (formerly FLCR).
With the reverse merger between Galaxy and FLCR on June 22, 2018, the Company identified two reportable segments: Technology and Entertainment. Segment determination is based on the internal organization structure, management of operations and performance evaluation by management and the Companys Board of Directors. Separate management of each segment is required because each business unit is subject to different operational issues and strategies.
The Technology segment sells interactive learning technology hardware and software that allows the presenter and participant to engage in a fully collaborative instructional environment. Galaxys products include Galaxys own private-label interactive touch screen panel as well as numerous other national and international branded peripheral and communication devices.
The Entertainment segment owns and operates Georgetown 14 Cinemas, a fourteen-theater movie complex located in Indianapolis, Indiana. Entertainment generates revenues from movie ticket sales and concessions. As part of the merger agreement, the parties have the right to spinout the Entertainment segment to the prior shareholders of FLCR. Management plans to focus on its primary business plan, which is Galaxy. As disclosed in Note 12, the Entertainment segment was sold to an entity with a common board member on February 6, 2019.
The preparation of consolidated financial statements in accordance with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Significant estimates used in preparing the consolidated financial statements include those assumed in computing the allowance for doubtful accounts, inventory reserves, product warranty liabilities, valuation of goodwill, valuation of convertible notes payable and related warrants, and the valuation of deferred tax assets. It is reasonably possible that the significant estimates used will change within the next year.
There are 102,023,065 common shares reserved at June 30, 2019 under terms of the convertible debt agreements and Stock Plan (see Notes 4 and 13).
There are 8,945,393 issued common shares that are restricted as of June 30, 2019. The shares will become free-trading upon satisfaction of certain terms within the convertible debt agreements.
Share capital was restated as of the year ended March 31, 2018, consistent with the accounting presentation requirement to retroactively adjust the accounting acquirers legal capital to reflect the legal capital of the accounting acquiree in a reverse acquisition.
The Company accounts for business combinations under the acquisition method of accounting. Under this method, acquired assets, including separately identifiable intangible assets, and any assumed liabilities are recorded at their acquisition date estimated fair value. The excess of purchase price over the fair value amounts assigned to the assets acquired and liabilities assumed represents the goodwill amount resulting from the acquisition. Determining the fair value of assets acquired and liabilities assumed involves the use of significant estimates and assumptions.
Concurrent with the reverse triangular merger, the Company applied pushdown accounting. Pushdown accounting refers to the use of the acquirers basis in the preparation of the acquirees separate financial statements as the new basis of accounting for the acquiree. See Note 12 for a discussion of the merger and the related impact on the Companys consolidated financial statements.
The Company derives revenue from the sale of interactive panels and other related products. Sales of these panels may also include optional equipment, accessories and services (installation, training and other services, maintenance and warranty services). Product sales and installation revenue are recognized when all of the following criteria have been met: (1) products have been shipped or customers have purchased and accepted title to the goods; service revenue for installation of products sold is recognized as the installation services are performed, (2) persuasive evidence of an arrangement exists, (3) the price to the customer is fixed, and (4) collectability is reasonably assured.
Deferred revenue consists of customer deposits and advance billings of the Companys products where sales have not yet been recognized. Shipping and handling costs billed to customers are included in revenue in the accompanying statements of operations. Costs incurred by the Company associated with shipping and handling are included in cost of sales in the accompanying statements of operations. Sales are recorded net of sales returns and discounts, and sales are presented net of sales-related taxes.
Because of the nature and quality of the Company's products, the Company provides for the estimated costs of warranties at the time revenue is recognized for a period of five years after purchase as a secondary warranty. The manufacturer also provides a warranty against certain manufacturing and other defects. As of June 30, 2019 and 2018, the Company accrued $82,350 and $1,350, respectively, for estimated product warranty claims, which is included in accrued expenses in the accompanying consolidated balance sheets. The accrued warranty costs are based primarily on historical warranty claims as well as current repair costs. There was $87,374 and $1,350 of warranty expenses for the year ended June 30, 2019 and the three months ended June 30, 2018, respectively. There was $1,350 of warranty expense during the year ended March 31, 2018.
The Company is negotiating a warranty settlement with one of its manufacturers. At June 30, 2019, the Company accrued $209,316 payable to this manufacturer to be paid over 24 months.
Product sales resulting from fixed-price contracts involve a signed contract for a fixed price or a binding purchase order to provide the Companys interactive panels and accessories. Contract arrangements exclude a right of return for delivered items. Product sales resulting from fixed-price contracts are generated from multiple-element arrangements that require separate units of accounting and estimates regarding the fair value of individual elements. The Company has determined that its multiple-element arrangements that qualify as separate units of accounting are (1) product sales and (2) installation and related services. There is objective and reliable evidence of fair value for both the product sales and installation services and allocation of arrangement consideration for each of these units is based on their relative fair values. Each of these elements represent individual units of accounting, as the delivered item has value to a customer on a stand-alone basis. The Companys products can be sold on a stand-alone basis to customers which provides objective evidence of the fair value of the product portion of the multi-element contract, and thus represents the Companys best estimate of selling price.
The fair value of installation services is separately calculated using expected costs of installation services. Many times, the value of installation services is calculated using price quotations from subcontractors to the Company who perform installation services on a stand-alone basis.
The Company sells equipment with embedded software to its customers. The embedded software is not sold separately, and it is not a significant focus of the Companys marketing efforts. The Company does not provide post-contract customer support specific to the software or incur significant costs that are within the scope of FASB guidance on accounting for software to be leased or sold. Additionally, the functionality that the software provides is marketed as part of the overall product. The software embedded in the equipment is incidental to the equipment as a whole.
Revenues are generated principally through admissions and concessions sales with proceeds received in cash or via credit card at the point of sale.
The Company considers cash and cash equivalents to be cash in all bank accounts, including money market and temporary investments that have an original maturity of three months or less.
From time to time, the Company has on deposit, in institutions whose accounts are insured by the Federal Deposit Insurance Corporation, funds in excess of the insured maximum. The at-risk amount is subject to significant fluctuation daily throughout the year. The Company has never experienced any losses related to these balances, and as such, the Company does not believe it is exposed to any significant risk.
The Company reports accounts receivable at invoiced amounts less an allowance for doubtful accounts. Interest is not charged on past due accounts. Management reviews each receivable balance and estimates that portion, if any, of the balance that will not be collected. The carrying amount of the accounts receivable is then reduced by an allowance based on managements estimate. Management deemed no allowance for doubtful accounts was necessary at June 30, 2019 and 2018. At June 30, 2019, $247,007 of total accounts receivable were considered unbilled and recorded as deferred revenue. There were no amounts considered unbilled at June 30, 2018.
Inventory is stated at the lower of cost or net realizable value. Cost is determined on a first-in, first-out (FIFO) method of accounting. All inventory at June 30, 2019 and 2018, represents goods available for sale. Galaxy inventory is mostly comprised of interactive panels and accessories while FLCE inventory consists of concession inventory such as popcorn, soft drinks, and candy. Management estimates $20,000 and $0 of obsolete or slow-moving inventory reserves at June 30, 2019 and 2018, respectively.
Property and equipment are stated at cost less accumulated depreciation. Expenditures for repairs and maintenance are charged to expense as incurred and additions and improvements that significantly extend the lives of assets are capitalized. Upon sale or other retirement of depreciable property, the cost and accumulated depreciation are removed from the related accounts and any gain or loss is reflected in operations.
Property and equipment at June 30, 2018 and March 31, 2018, and the estimated useful lives used in computing depreciation, are as follows:
Depreciation is provided using the straight-line method over the estimated useful lives of the depreciable assets. Depreciation expense was $221,260, $5,222 and $17,667 for the year ended June 30, 2019, the three months ended June 30, 2018 and the year ended March 31, 2018, respectively.
Long-lived assets to be held and used are tested for recoverability whenever events or changes in circumstances indicate that the related carrying amount may not be recoverable. When required, impairment losses on assets to be held and used are recognized based on the excess of the assets carrying amount over the fair value of the asset.
Goodwill is not amortized, but is reviewed for impairment at least annually, or more frequently when events or changes in circumstances indicate that the carrying value may not be recoverable. Judgments regarding indicators of potential impairment are based on market conditions and operational performance of the business.
At each fiscal year-end, the Company performs an impairment analysis of goodwill. The Company may assess its goodwill for impairment initially using a qualitative approach to determine whether conditions exist to indicate that it is more likely than not that the fair value of a reporting unit is less than its carrying value. If management concludes, based on its assessment of relevant events, facts and circumstances that it is more likely than not that a reporting units carrying value is greater than its fair value, then a goodwill impairment charge is recognized for the amount in excess, not to exceed the total amount of goodwill allocated to that reporting unit.
If the fair value of a reporting unit exceeds its carrying amount, goodwill is not considered to be impaired and no further testing is required. If determined to be impaired, an impairment charge is recorded as a general and administrative expense within the Companys consolidated statement of operations.
The Company relies on the guidance provided by ASC Topic 480, Distinguishing Liabilities from Equity, to classify certain convertible instruments. The Company first determines whether a financial instrument should be classified as a liability. The Company determines a liability classification if the financial instrument is mandatorily redeemable, or if the financial instrument, other than outstanding shares, embodies a conditional obligation that the Company must or may settle by issuing a variable number of its equity shares.
If the Company determines that a financial instrument should not be classified as a liability, the Company determines whether the financial instrument should be presented between the liability section and the equity section of the balance sheet (temporary equity). The Company determines temporary equity classification if the redemption of the financial instrument is outside the control of the Company (i.e. at the option of the holder). Otherwise, the Company accounts for the financial instrument as permanent equity.
The Company records financial instruments classified as liability, temporary equity or permanent equity at issuance at the fair value, or cash received.
The Company records the fair value of financial instruments classified as liabilities at each subsequent measurement date.
The changes in fair value of financial instruments classified as liabilities are recorded as other income (expense).
The Company accounts for income taxes under the asset and liability method, whereby deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Current income taxes are recognized for the estimated income taxes payable or receivable on taxable income or loss from the current year and any adjustment to income taxes payable related to previous years. Current income taxes are determined using tax rates and tax laws that have been enacted or subsequently enacted by the year-end date.
Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to reverse. Under the asset and liability method, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is recognized if it is more likely than not that some portion or all of the deferred tax asset will not be utilized.
The Company accounts for research and development (R&D) costs in accordance with the Research and Development topic of the ASC. Under the Research and Development topic of the ASC, all R&D costs must be charged to expense as incurred. Accordingly, internal R&D costs are expensed as incurred. Third-party R&D costs are expensed when the contracted work has been performed.
The Company records stock-based compensation in accordance with the provisions set forth in ASC 718, Stock Compensation, using the modified prospective method. ASC 718 requires companies to recognize the cost of employee services received in exchange for awards of equity instruments based upon the grant date fair value of those awards. The Company, from time to time, may issue common stock to acquire services or goods from non-employees. Common stock issued to persons other than employees or directors are recorded on the basis of their fair value.
Basic and diluted earnings (loss) per common share is calculated using the weighted average number of common shares outstanding during the period. The Company's convertible notes and warrants are excluded from the computation of diluted earnings per share as they are anti-dilutive due to the Company's losses during those periods.
Share capital was restated as of the beginning of the three month period ended June 30, 2018, consistent with the accounting presentation requirement to retroactively adjust the accounting acquirers legal capital to reflect the legal capital of the accounting acquiree in a reverse acquisition.
The Company categorized its fair value measurements within the fair value hierarchy established by generally accepted accounting principles. The hierarchy is based on the valuation inputs used to measure the fair value of the asset. Level 1 inputs are quoted prices in active markets for identical assets; Level 2 inputs are significant other observable inputs; Level 3 inputs are significant unobservable inputs.
As of June 30, 2019 and 2018, the Company held certain financial assets and liabilities that are required to be measured at fair value on a recurring basis. All such assets and liabilities are considered to be Level 3 in the fair value hierarchy defined above.
The Company generally does not use derivative financial instruments to hedge exposures to cash flow or market risks. However, certain other financial instruments, such as warrants and embedded conversion features on the convertible debt, are classified as derivative liabilities due to protection provisions within the agreements. Such financial instruments are initially recorded at fair value using the Monte Carlo model and subsequently adjusted to fair value at the close of each reporting period. The Company accounts for derivative instruments and debt instruments in accordance with the interpretive guidance of ASC 815, ASU 2017-11, and associated pronouncements related to the classification and measurement of warrants and instruments with conversion features.
In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which is effective for public entities for annual reporting periods beginning after December 15, 2018. Under ASU 2016-02, lessees will be required to recognize the following for all leases (with the exception of short-term leases) at the commencement date: 1) a lease liability, which is a lessees obligation to make lease payments arising from a lease, measured on a discounted basis, and 2) a right-of-use asset, which is an asset that represents the lessees right to use, or control the use of, a specified asset for the lease term. The Company does not expect any material impact of ASU 2016-02 on the consolidated financial statements.
In July 2017, the FASB issued ASU 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480) and Derivatives and Hedging (Topic 815): I. Accounting for Certain Financial Instruments with Down Round Features; II. Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Non-controlling Interests with a Scope Exception. Part I of this update addresses the complexity of accounting for certain financial instruments with down round features. Down round features are features of certain equity-linked instruments (or embedded features) that result in the strike price being reduced on the basis of the pricing of future equity offerings. Current accounting guidance creates cost and complexity for entities that issue financial instruments (such as warrants and convertible instruments) with down round features that require fair value measurement of the entire instrument or conversion option. Part II of this update addresses the difficulty of navigating Topic 480, Distinguishing Liabilities from Equity, because of the existence of extensive pending content in the FASB Accounting Standards Codification. This pending content is the result of the indefinite deferral of accounting requirements about mandatorily redeemable financial instruments of certain nonpublic entities and certain mandatorily redeemable non-controlling interests. The amendments in Part II of this update do not have an accounting effect. This ASU is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018. The Company adopted ASU 2017-11 in its consolidated financial statements and related disclosures on January 1, 2019, the first interim period after the effective date of the ASU.
In August 2018, the U.S. Securities and Exchange Commission ("SEC") adopted the final rule under SEC Release No. 33-10532 Disclosure Update and Simplification, to eliminate or modify certain disclosure rules that are redundant, outdated, or duplicative of U.S. GAAP or other regulatory requirements. Among other changes, the amendments eliminated the annual requirement to disclose the high and low trading prices of our common stock. In addition, the amendments provide that disclosure requirements related to the analysis of shareholders' equity are expanded for interim financial statements. An analysis of the changes in each caption of shareholders' equity presented in the balance sheet must be provided in a note or separate statement, as well as the amount of dividends per share for each class of shares. This rule was effective on November 5, 2018; and adopted during the year ended June 30, 2019 with little impact on the consolidated financial statements.
As disclosed in Note 12, the net assets of the Entertainment segment were sold on February 6, 2019. The property and equipment related to this segment are zero at June 30, 2019.
The Company has a $1,250,000 line of credit at June 30, 2019 bearing interest at prime plus 0.05% (6.0% at June 30, 2019) which expires December 2019. The current terms of the line of credit were renegotiated from maximum borrowings of $750,000 at June 30, 2018 with interest at prime plus 1% (5.5% as of June 30, 2018). The line of credit is collateralized by certain real estate owned by a family member of a stockholder, 850,000 shares of the Company's common stock owned by two stockholders, personal guarantees of two stockholders, and a key man life insurance policy. A minimum average bank balance of $50,000 is required as part of the line of credit agreement. In addition, a 20% curtailment of the outstanding balance may occur during 2019. The outstanding balance was $1,230,550 and $547,603 at June 30, 2019 and 2018, respectively.
As disclosed in Note 12, the Entertainment segment was sold effective February 6, 2019. The notes payable related to this segment are zero at June 30, 2019.
The Company's short term notes payable obligations to unrelated parties assumed in the acquisition (Note 12) are as follows:
As disclosed in Note 12, the Entertainment segment was sold effective February 6, 2019. The short term notes payable obligations to unrelated parties related to this segment are zero at June 30, 2019.
Convertible Notes Payable
|
|
|
|
|
June 30, 2019
|
|
June 30, 2018
|
On January 16, 2019, the Company signed a convertible promissory note with an investor. The $382,000 note was issued at a discount of $38,200 and bears interest at 12% per year. The Company issued 92,271 common shares to the investor. The note principal and interest are convertible into shares of common stock at the lower of (a) 70% of the lowest traded price of the common stock during the 20 trading days immediately preceding the notice of conversion or (b) $3 per share, beginning in June 2019. The note matures in July 2019 (Note 16). The note has prepayment penalties ranging from 110% to 125% of the principal and interest outstanding if repaid within 60 to 180 days from issuance.
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 382,000
|
|
$ -
|
|
|
|
|
On February 22, 2019, the Company signed a convertible promissory note with an investor. The $200,000 note was issued at a discount of $20,000 and bears interest at 5% per year. The note principal and interest are convertible into shares of common stock at the lower of (a) 70% of the lowest traded price of the common stock during the 20 trading days immediately preceding the notice of conversion or (b) $3 per share, beginning in August 2019. The note matures in November 2019. The note has prepayment penalties ranging from 110% to 125% of the principal and interest outstanding if repaid within 60 to 180 days from issuance.
|
|
|
|
|
|
|
200,000
|
|
-
|
|
|
|
|
On March 28, 2019, the Company signed a convertible promissory note with an investor. The $225,000 note was issued at a discount of $20,000 and bears interest at 10% per year. The Company issued 25,000 common shares to the investor. Two draws of $112,500 and $56,250 were borrowed under this note. The note principal and interest are convertible into shares of common stock at the lower of (a) 70% of the lowest traded price of the common stock during the 20 trading days immediately preceding the notice of conversion or (b) $3 per share, beginning in September 2019. The note has prepayment penalties ranging from 110% to 125% of the principal and interest outstanding if repaid within 60 to 180 days from issuance. The note matures in March 2020. The Company has $56,250 of available borrowings under this note on June 30, 2019.
|
|
|
|
|
|
|
|
|
|
|
|
|
168,750
|
|
-
|
On April 1, 2019, the Company signed a convertible promissory note with an investor. The $225,000 note was issued at a discount of $25,000 and bears interest at 10% per year. The Company issued 25,000 shares to the investor. An initial draw of $100,000 was borrowed under this note. The note principal and interest are convertible into shares of common stock at the lower of (a) 70% of the lowest traded price of the common stock during the 20 trading days immediately preceding the notice of conversion. The note matures in April 2020. The note has prepayment penalties ranging from 110% to 125% of the principal and interest outstanding if repaid within 60 to 180 days from issuance. The Company has $112,500 of available borrowings under this note at June 30, 2019.
|
|
|
|
|
|
|
|
|
|
|
|
|
112,500
|
|
-
|
F-25
|
|
|
|
|
June 30, 2019
|
|
June 30, 2018
|
On April 29, 2019, the Company signed a convertible promissory note with an investor. The $1,325,000 note was issued at a discount of $92,750 and bears interest at 8% per year. The note principal and interest are convertible into shares of common stock at the lower of (a) 75% of the lowest traded price of the common stock during the 10 trading days immediately preceding the notice of conversion or (b) $2.75 per share. The note matures in April 2020. The note has prepayment penalties of 120% of the sum of the outstanding principal, plus accrued interest, plus defaulted interest, plus any additional principal, plus at the holder's option, any amounts owed to the holder pursuant to any other provision of the note.
|
|
|
|
|
|
|
|
|
|
1,325,000
|
|
-
|
|
|
|
|
On May 28, 2019, the Company signed a convertible promissory note with an investor. The $322,580 note was issued at a discount of $22,580 and bears interest at 8% per year. The note principal and interest are convertible into shares of common stock at the lower of (a) 75% of the lowest traded price of the common stock during the 10 trading days immediately preceding the notice of conversion or (b) $2.75 per share beginning in November 2019. The note matures in May 2020. The note has prepayment penalties of 120% of the principal and interest outstanding if repaid before 180 days from issuance.
|
|
|
|
|
|
|
|
|
|
|
|
|
322,580
|
|
-
|
|
|
|
|
On June 18, 2019, the Company signed a convertible promissory note with an investor. The $366,120 note was issued at a discount of $27,120 and bears interest at 8% per year. The note principal and interest are convertible into shares of common stock at 75% of the lowest traded price of the common stock during the 10 trading days immediately preceding the notice of conversion. The note matures in May 2020. The note has prepayment penalties of 120% of the principal and interest outstanding if repaid before 180 days from issuance.
|
|
|
|
|
|
|
|
|
|
366,120
|
|
-
|
|
|
|
|
Total Convertible Notes Payable
|
2,876,950
|
|
-
|
|
|
|
|
Less: Unamortized original issue discounts
|
752,126
|
|
-
|
|
|
|
|
Current Portion of Convertible Notes Payable
|
2,124,824
|
|
-
|
|
|
|
|
Long-term Portion of Convertible Notes Payable
|
$ -
|
|
$ -
|
F-26
Note 4 - Notes Payable (Continued)
Convertible Notes Payable (Continued)
The original issue discount is being amortized over the terms of the convertible notes using the effective interest method. During the year ended June 30, 2019, the Company amortized $89,279 of debt discounts to interest expense and $644,055 to interest accretion. There was no amortization of debt discounts during the three months ended June 30, 2018 or the year ended March 31, 2018.
Two convertible promissory notes were entered into during the year ended June 30, 2019, and subsequently repaid in advance of maturity prior to June 30, 2019. Significant noncash transactions involving interest expense during the year ended June 30, 2019 included prepayment penalty interest of $134,461 due to the advance repayment of two convertible notes.
Convertible notes are subordinate to the bank debt of the Company.
Accrued but unpaid interest on the notes is convertible by the lender into, and payable by the Company in common shares at a price per common share equal to the most recent closing price of the Companys common shares prior to the delivery to the Company of a request to convert interest, or the due date of interest, as applicable. Interest, when due, is payable either in cash or common shares.
The conversion features meets the definition of a derivative liability instrument because the conversion rate is variable and therefore does not meet the fixed-for-fixed criteria outlined in ASC 815-40-15. As a result, the conversion features of the notes are recorded as a derivative liability at fair value and marked-to-market each period with the changes in fair value each period charged or credited to other income (expense).
Warrants
The Company issued common stock and warrants as consideration for the convertible notes. The warrants contain certain anti-dilutive clauses that are accounted for as financial derivatives. See Note 8 for common stock issued. Unexercised warrants of $277,342 are outstanding at June 30, 2019. All outstanding warrants have an original exercise prices of $4 per share, contain anti-dilution protection clauses, and expire 36 months from issue date. The anti-dilution clause was triggered for outstanding warrants, which now have an exercise price of $1.325 per share. As of June 30, 2019, outstanding warrants expire between November 29, 2021 and April 17, 2022.
The warrants meet the definition of a derivative liability instrument because the exercise price is variable and therefore does not meet the fixed-for-fixed criteria outlined in ASC 815-40-15. As a result, the value of the unexercised warrants are recorded as a derivative liability at fair value and marked-to-market each period with the changes in fair value each period charged or credited to other income (expense).
F-27
Note 5 Fair Value Measurements
The Company classifies financial assets and liabilities as held-for-trading, available-for-sale, held-to-maturity, loans and receivables or other financial liabilities depending on their nature. Financial assets and financial liabilities are recognized at fair value on their initial recognition.
The Company measures the fair value of financial assets and liabilities based on U.S. GAAP guidance which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements.
The following table presents information about the assets and liabilities that are measured at fair value on a recurring basis at June 30, 2019 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. In general, fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical instruments. Fair values determined by Level 2 inputs utilize data points that are observable such as quoted prices, interest rates, and yield curves. Fair values determined by Level 3 inputs are unobservable data points for the financial instrument, and included situations where there is little, if any, market activity for the instrument:
|
|
|
|
|
Liabilities:
|
Total
|
Level 1
|
Level 2
|
Level 3
|
Original issue discount, convertible debt
|
$ 979,569
|
$ -
|
$ -
|
$ 979,569
|
Derivative liability, warrants
|
46,375
|
-
|
-
|
46,375
|
|
|
|
|
|
Total:
|
$ 1,025,944
|
$ -
|
$ -
|
$ 1,025,944
|
There were no assets or liabilities that required fair value measurement at June 30, 2018.
The Company measures the fair market value of the Level 3 components using the Monte Carlo model and projected discounted cash flows, as appropriate. These models were initially prepared by an independent third party and take into account managements best estimate of the conversion price of the stock, an estimate of the expected time to conversion, an estimate of the stocks volatility, and the risk-free rate of return expected for an instrument with a term equal to the duration of the convertible note.
The significant unobservable valuation inputs for the convertible notes include an expected rate of return of 0%, a risk free rate of 2.61% and volatility of 180%.
F-28
Note 5 Fair Value Measurements (Continued)
The derivative liability was valued using the Monte Carlo pricing model with the following inputs at June 30, 2019:
|
|
|
Risk-free interest rate:
|
|
1.72 -2.83%
|
Expected dividend yield:
|
|
0.00%
|
Expected stock price volatility:
|
|
180.00%
|
Expected option life in years:
|
|
2.80 -3.00 years
|
The following table sets forth a reconciliation of changes in the fair value of the Companys convertible debt components classified as Level 3 in the fair value hierarchy at June 30, 2019:
|
|
|
Beginning balance
|
$
|
-
|
Convertible Securities at inception
|
|
1,238,359
|
Settlement of conversion features and warrants
|
|
(301,613)
|
Realized
|
|
(83,487)
|
Unrealized
|
|
172,685
|
|
|
|
Ending balance
|
$
|
1,025,944
|
F-29
Note 6 - Related Party Transactions
Notes Payable
The Company's notes payable obligations to related parties are as follows:
|
|
|
|
June 30, 2019
|
June 30, 2018
|
Note payable to a related party in which the notes accrues interest on the original principal balance at a rate of 8% annually and is due on demand.
|
-
|
$15,000
|
|
|
|
Note payable to a stockholder in which the note principal plus interest of $10,000 is payable in December 2019.
|
200,000
|
-
|
|
|
|
Various notes payable to a related party in which the note accrues interest on the original principal balance at a rate of 6.25% annually and is due on demand.
|
-
|
91,000
|
|
|
|
Note payable to a related party in which the note accrues interest on the original principal balance at a rate of 6.25% annually and is due in August 2019.
|
-
|
8,000
|
|
|
|
Notes payable to a related party in which the note bears no interest and is due on demand.
|
-
|
25,000
|
|
|
|
Note payable to a related party in which the note accrues interest on the original principal balance at a rate of 9% annually and matures in October 2019.
|
-
|
125,000
|
|
|
|
Note payable to an individual executed February 2018 in which the note accrues interest on the original principal balance at a rate of 18% annually and is due on demand.
|
|
|
-
|
10,000
|
|
|
|
Various notes payable to a related party in which the note accrues interest on the original principal balance at a rate of 10% annually through December 31, 2016 at which time the interest rate was reduced to 6.25% interest annually. The notes are scheduled to mature at various dates through July 2021.
|
|
|
|
|
-
|
211,534
|
Total Related Party Notes Payable
|
200,000
|
485,534
|
Current Portion of Related Party Notes Payable
|
200,000
|
485,534
|
Long-term Portion of Related Party Notes Payable
|
$ -
|
$ -
|
F-30
Note 6 - Related Party Transactions (Continued)
As disclosed in Note 12, the Entertainment segment was sold effective February 6, 2019. The notes payable obligations to related parties for this segment are zero at June 30, 2019.
Advances
In support of the Companys efforts and cash requirements, it may rely on advances from related parties until such time that it can support its operations or attain adequate financing through sales of its equity or traditional debt financing. There is no formal written commitment for continued support by officers, directors or shareholders. Amounts represent advances or amounts paid in satisfaction of liabilities. The advances are unsecured, due on demand, and the amounts outstanding at June 30, 2019 and 2018 are $0 and $260,173, respectively.
Leases
The Company leases property used in operations from a related party under terms of an operating lease. The term of the lease expires on December 31, 2021. The monthly lease payment is $1,500 plus maintenance and property taxes, as defined in the lease agreement. Rent expense for this lease, as well as other operating leases, totaled $18,000, $5,150, and $35,583 for the year ended June 30, 2019, the three months ended June 30, 2018, and the year ended March 31, 2018, respectively
The Company leases two vehicles from related parties under capital leases. The Company is paying the lease payments directly to the creditors, rather than the lessor. The leased vehicles are used in operations for deliveries and installations.
Other Agreements
A related party collateralizes the Companys short-term note with a CD in the amount of $274,900, held at the same bank. The related party will receive a $7,500 collateral fee for this service (Note 4). In May 2018, 50,000 shares of stock were issued to the related party in exchange for a $100,000 reduction in the short-term note balance.
Notes Payable Converted to Common Stock
On June 22, 2018, various board members and executives of FLCR exchanged their outstanding related party debt and accrued interest for 4% of the Companys common stock as described in Note 12.
F-31
Note 7 - Lease Agreements
Capital Lease Agreements
Capital lease agreements for vehicles (disclosed in Note 4) require monthly payments totaling $813 (ranging from $263 to $461), including interest (ranging from 4.5% to 4.75%), over 5-year terms expiring between July 2019 and July 2020.
Operating Lease Agreements
The Company leases office, retail shop and warehouse facilities under operating leases from a related party (Note 6) which requires monthly payments of $1,500 and expires on December 31, 2021. Rent expense for this lease, as well as other month-to-month leases, totaled $18,000, $5,150 and $35,583 for the year ended June 30, 2019, the three months ended June 30, 2018, and the year ended March 31, 2018, respectively.
Note 8 - Equity
Certain equity transactions related to the reverse triangular merger occurred in September 2018, but have been reflected as of June 30, 2018, in the consolidated financial statements due to FLCR effectively transferring control to Galaxy as of June 22, 2018 (Note 12). The following equity transactions occurred simultaneously, and are treated in these consolidated financial statements as being effective on that date:
• Galaxy shareholders transferred all the outstanding shares of common stock to the Merger Sub;
• Preferred Class C shares were converted into common stock in an amount equivalent to 89% ownership in the outstanding shares of the merged company;
• Common shares were issued to common stockholders in an amount equivalent to 7% ownership in the outstanding shares of the merged company;
• Common shares were issued to convertible debt holders in an amount equivalent to 4% ownership in the outstanding shares of the merged company ( Note 5).
• A reverse stock split was approved at a ratio of one new share for every 350 shares of common stock outstanding (1:350 Reverse Stock Split).
F-32
Note 8 Equity (Continued)
Private Placement
In March 2018, the Company offered 1,500,000 common shares to qualified investors at $2 per share in a private placement memorandum (PPM). The private placement offering period expired in September 2018. Proceeds were raised to purchase inventory, pay merger costs and provide working capital. As a result of the PPM, the Company issued 910 and 3,018 shares (post-Reverse Stock Split) and 32,226 (pre-Reverse Stock Split) to new investors resulting in proceeds of $637,000, $1,367,500, and $60,000 during the year ended June 30, 2019, the three months ended June 30, 2018, and the year ended June 30, 2018, respectively.
In April and May 2018, the Company issued 100 shares of common stock at $0.0001 par value to various consultants as compensation. The shares were valued at $70,000 (Note 10) on issuance.
In May 2018, the Company issued 822 shares of common stock at $0.0001 par value to various employees, management, and former members of the Board of Directors by board authorization as compensation in the regular course of business as well as upon contemplation of the reverse triangular merger (Note 12). The shares were valued at $575,200 on issuance and were recognized as stock compensation expense.
In May 2018, 143 shares of stock (post-Reverse Stock Split) were issued to the related party in exchange for a $100,000 reduction in the short-term note balance (Note 4).
In May and June 2019, a total of 510,000 shares were awarded under the Stock Plan (Note 13).
During the year ended June 30, 2019, the Company issued 302,271 common shares as consideration for convertible notes. During May 2019, 60,000 shares were returned and cancelled upon repayment of a convertible note prior to maturity. There were no shares issued as consideration for convertible notes during the three months ended June 30, 2018.
During the year ended June 30, 2019 and three months ended June 30, 2018, the Company issued 346,618 shares and 100 shares for professional consulting services, respectively. The shares were valued at $800,751 and $70,000 upon issuance, for the year ended June 30, 2019 and three months ended June 30, 2018, respectively.
On February 6, 2019, the Company repurchased 38,625 shares from an entity with a common board member under a Share Purchase Agreement related to the sale of Entertainment. These shares are issued but not outstanding at June 30, 2019.
In May 2019, an investor exercised a warrant and was issued 381,944 shares in a cashless transaction.
See the capital structure section in Note 1 for disclosure of the equity components included in the Companys consolidated financial statements.
F-33
Note 9 - Income Taxes
The Companys effective tax rate differed from the federal statutory income tax rate for the year ended June 30, 2019, and the three months ended June 30, 2018, and the year ended March 31,2018 as follows:
|
|
|
Federal statutory rate
|
|
21%
|
State tax, net of federal tax effect
|
|
5.75%
|
Valuation allowance
|
|
-27%
|
Effective tax rate
|
|
0%
|
The Company had no federal or state income tax (benefit) for the year ended June 30, 2019, the three months ended June 30, 2018, and the year ended March 31, 2018.
The Companys deferred tax assets and liabilities as of June 30, 2019 and 2018, are summarized as follows:
|
|
|
|
|
|
|
|
|
June 30, 2019
|
|
June 30, 2018
|
Federal
|
|
|
|
|
Deferred tax assets
|
$ 2,980,100
|
|
$ 2,205,200
|
|
Less valuation allowance
|
(2,980,100)
|
|
(2,205,200)
|
|
Deferred tax liabilities
|
-
|
|
-
|
|
|
-
|
|
-
|
|
|
|
|
|
State
|
|
|
|
|
Deferred tax assets
|
866,300
|
|
595,600
|
|
Less valuation allowance
|
(866,300)
|
|
(595,600)
|
|
Deferred tax liabilities
|
-
|
|
-
|
|
|
-
|
|
-
|
|
Net Deferred Tax Assets
|
$ -
|
|
$ -
|
F-34
Note 9 - Income Taxes (Continued)
The Companys policy is to provide for deferred income taxes based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates that will be in effect when the differences are expected to reverse. The U.S. Tax Cuts and Jobs Act (TCJA) legislation reduces the U.S. federal corporate income tax rate from 35.0% to 21.0% and is effective June 22, 2018 for the Company. The Company is recognizing the effect of the Tax Cuts and Job Acts on the Companys deferred income tax assets and liabilities. The Company has not generated any taxable income and has not recorded any current income tax expense at June 30, 2019. Consequently, the tax rate change has had no impact on the Companys current tax expense but impacts the deferred tax assets and liabilities and will impact future deferred tax assets and liabilities to be recognized.
In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred taxes is dependent upon the generation of future taxable income during the periods in which those temporary differenced become deductible. Management considers projected future taxable income and tax planning strategies in making this assessment.
The Company's deferred tax assets are primarily comprised of net operating losses ("NOL") that give rise to deferred tax assets. The net operating loss carryforwards expire over a range from 2020 to 2038, with certain that have no expiration. There is no tax benefit for goodwill impairment, which is permanently non-deductible for tax purposes. Additionally, due to the uncertainty of the utilization of net operating loss carry forwards, a valuation allowance equal to the net deferred tax assets has been recorded.
The significant components of deferred tax assets as of June 30, 2019 and 2018, are as follows:
|
|
|
|
|
|
|
June 30, 2019
|
|
June 30, 2018
|
Net operating loss carryforwards
|
$ 3,811,900
|
|
$ 2,727,900
|
Valuation allowance
|
(3,846,400)
|
|
(2,800,800)
|
Property and equipment
|
7,100
|
|
72,500
|
Inventory allowance
|
5,400
|
|
-
|
Warranty accrual
|
22,000
|
|
400
|
|
|
|
|
|
|
Net Deferred Tax Assets
|
$ -
|
|
$ -
|
As of June 30, 2019, the Company does not believe that it has taken any tax positions that would require the recording of any additional tax liability nor does it believe that there are any unrealized tax benefits that would either increase or decrease within the next twelve months. As of June 30, 2019, the Companys income tax returns generally remain open for examination for three years from the date filed with each taxing jurisdiction.
There was no provision for federal and state income taxes at March 31, 2018, since Galaxy was a Subchapter S Corporation prior to the reverse triangular merger, becoming a C Corporation on June 22, 2018.
F-35
Note 10 - Commitments, Contingencies, and Concentrations
Contingencies
Certain conditions may exist as of the date the consolidated financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. The Companys management and its legal counsel assess such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Companys legal counsel evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein. If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Companys consolidated financial statements. If the assessment indicates that a potentially material loss contingency is not probable, but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material, would be disclosed.
Concentrations
Galaxy contracts the manufacturer of its products with overseas suppliers. The Companys sales could be adversely impacted by a suppliers inability to provide Galaxy with an adequate supply of inventory.
Galaxy has one customer that accounted for approximately 86% of accounts receivable at June 30, 2019 and three customers that accounted for approximately 87% of accounts receivable at June 30, 2018.
Galaxy has four customers that accounted for approximately 79% of total revenue for the year ended June 30, 2019, three customers that accounted for 61% of revenues for the three months ended June 30, 2018, and three customers that accounted for 43% of revenues for the year ended March 31, 2018, respectively.
F-36
Note 11 - Material Agreements
Manufacturing and Distributorship Agreement
In December 2016, Galaxy executed an agreement with a company in South Korea. Pursuant to the agreement, the manufacturer agreed to manufacture, and the Company agreed to be the sole distributor of the interactive panels in the United States for a term of one year, with automatic annual renewals. The Company submits a three-month rolling sales forecast (which acts as a purchase order) to the manufacturer, updated monthly. Upon acceptance of the order by the manufacturer, the Company pays 105% of the cost shown on the purchase order, 10% at the time the order is accepted and the remaining 95% within 120 days if the Company has sold the panels and been paid by the end customer. The manufacturer also provides a warranty for any defects in material and workmanship for a period of 26 months from the date of shipment to the Company.
There is a minimum annual purchase commitment under the agreement. The minimum purchase was not met; therefore, the manufacturer can require the Company to establish a performance improvement plan, and the manufacturer has the right to terminate the agreement. The agreement expired December 31, 2018.
Consulting Agreement
Galaxy entered into a 26 month consulting agreement in May 2017 for advisory services. In exchange for services provided, the consultants receive consulting fees of $15,000 per month and a 5.5% equity interest in Galaxy. The 5.5% equity interest was converted to common stock upon the Common Controlled Merger of R&G and Galaxy CO (as described in Note 1). The consulting agreement was renewed in May 2019 with monthly payment terms of $15,000 and 450,000 share of common stock upon execution of the renewal. In addition, it was noted that the Company owed the consultant 210,000 shares under the May 2017 consulting agreement due to an anti-dilution clause in the agreement. The Company paid the consultants $261,000, $95,000, and $157,000 in fees and expenses for consulting services provided during the year ended June 30, 2019, the three months ended June 30, 2018, and the year ended March 31, 2018, respectively. The 450,000 shares were issued under the Companys Stock Plan in May 2019. The Company issued 210,000 shares for services in July 2019 (Note 16) in satisfaction of the $400,000 accrued liability for the consulting services per the anti-dilution provision of the agreement recorded at June 30, 2019.
Consulting Agreement
The Company entered into a consulting agreement in May 2018 for advisory services such as maintaining ongoing stock market support such as drafting and delivering press releases and handling investor requests. The program will be predicated on accurate, deliberate and direct disclosure and information flow from the Company and dissemination to the appropriate investor audiences. In exchange for these consulting services provided, the advisor received $15,000 at contract inception, 10,000 shares of common stock and $4,000 monthly through April 2019. The contract renews automatically each year. The Company paid the consultants $222,500 and $27,000 in fees and expenses for consulting services provided during the year ended June 30, 2019 and the three months ended June 30, 2018. No consulting fees were paid during the year ended March 31, 2018.The Company issued 10,000 shares of common stock for consulting services provided during the three months ended June 30, 2018.
F-37
Note 11 - Material Agreements (Continued)
Consulting Agreement
The Company entered into a consulting agreement in April 2018 for a period of six months for investor relations services such as blogs and newsletters, introduction to investment banks and online CEO quarterly conferences. In exchange for these consulting services provided, the advisor received $25,000 per month for four months and 25,000 shares of common stock. The Company paid the consultants $60,000 and $100,000 for the year ended June 30, 2019 and the three months ended June 30, 2018.
No consulting fees were paid during the year ended March 31, 2018.
The Company issued 25,000 shares of common stock for consulting services provided during the three months ended June 30, 2018. The agreement expired in October 2018.
Manufacturer and Distributorship Agreement
On September 15, 2018, the Company signed an agreement with a company in China for the manufacture of Galaxys SLIM series of interactive panels, a new Galaxy product. The manufacturer agreed to manufacture, and the Company agreed to be the sole distributor of the interactive panels in the United States for a term of two years. The agreement includes a commitment by Galaxy to purchase $2 million of product during the first year beginning September 2018. If the minimum purchase is not met, the manufacturer can require the Company to establish a performance improvement plan, and the manufacturer has the right to terminate the agreement. The payment terms are 20% in advance, 30% after the product is ready to ship, and the remaining 50% 45 days after receipt. The manufacturer provides Galaxy with the product, including a three-year manufacturers warranty from the date of shipment. The agreement renews automatically in two-year increments unless three months notice is given by either party.
Agency Agreement
Effective December 11, 2018, the Company entered into a 12 month contract with an agent to raise capital. The agent receives a finders fee ranging from 4 to 8% relative to the amount of capital raised, plus restricted shares in an amount equal to 4% of capital raised, if successful. The Agreement contains an option to extend the contract term for an additional six months. The Company paid $98,400 in fees and issued 46,618 shares of common stock during the year ended June 30, 2019. No fees were paid under this agreement during the three months ended June 30, 2018 and year ended March 31, 2018.
Master Service Agreement
Effective January 2, 2019, the Company entered into a 3 month contract with a business for advisory services including among other services, presenting and introducing the Company to the financial community of investors. The Company paid $300,000 and issued 300,000 common stock shares under this agreement during the year ended June 30, 2019. No advisory fees were paid under this agreement during the three months ended June 30, 2018 and year ended March 31, 2018. The relationship with this advisor is continuing on an as-needed basis.
F-38
Note 11 - Material Agreements (Continued)
Financial Advisory Engagement
Effective June 4, 2019, the Company engaged a financial advisor to act as the Companys exclusive financial advisor, lead managing underwriter and sole book running manager and investment banker in connection with a proposed offering. The engagement period of the agreement is June 4, 2019 to May 31, 2020. The Company is proposing a follow-on public offering of securities. The Company paid $0 in fees during the year ended June 30, 2019. No fees were paid under this agreement during the three months ended June 30, 2018 and year ended March 31, 2018. The Company issued 250,000 shares to the financial advisor for services in July 2019 (Note 16).
Business Development and Marketing Agreement
Effective June 10, 2019, the Company entered into a three-month contract for certain advisory and consulting services. The Company will issue 15,000 shares and pay $20,000 per month under the terms of the agreement. The Company paid $35,000 in fees during the year ended June 30, 2019. No fees were paid under this agreement during the three months ended June 30, 2018 and year ended March 31, 2018. The Company issued 60,000 shares to the consultant for consulting services in July and September 2019 (Note 16).
Capital Transaction Services Agreement
Effective June 28, 2019, the Company entered into a three-month contract for capital raise advisory and consulting services. The Company pays $3,500 per month under the terms of this agreement, which is payable upon the successful closing of a capital raise. The Company paid $3,500 upon signing of the agreement. The agreement renews automatically unless either party provided notice of cancellation. The Company paid $3,500 in fees during the year ended June 30, 2019. No fees were paid under this agreement during the three months ended June 30, 2018 and year ended March 31, 2018.
F-39
Note 12 - Reverse Acquisition
On June 22, 2018, Galaxy consummated a reverse triangular merger whereby Galaxy merged with and into FLCRs newly formed subsidiary, Galaxy MS, Inc. which was formed specifically for the transaction. Under the terms of the merger, Galaxys shareholders transferred all their outstanding shares of common stock to Galaxy MS, in return for FLCRs Series C Preferred Shares, which were equivalent to approximately 3,065,000,000 shares of the common stock of FLCR on a pre-reverse stock split basis. This represents approximately 89% of the outstanding common stock of FLCR, with the remaining 11% of common stock distributed as follows: (a) an ownership interest of seven percent (7%) to the holders of common stock, pro rata; and (b) four percent (4%) of the common stock to the holders of convertible debt, pro rata.
Concurrent with the reverse triangular merger, the Company applied pushdown accounting; therefore, the consolidated financial statements after completion of the reverse merger include the assets, liabilities, and results of operations of the combined company from and after the closing date of the reverse merger, with only certain aspects of pre-consummation stockholders equity remaining in the consolidated financial statements.
There was no cash consideration paid by Galaxy to FLCR on the date of the reverse triangular merger. Instead, shares of stock were issued and exchanged, and the Company acquired $1,511,844 of net assets of FLCR. At the closing of the merger, all of FLCRs convertible promissory notes were converted into FLCRs common shares. The merger agreement contains potential future tax advantages of the net operating loss carryforward available to offset future taxable income of the combined company, up to a maximum of $150,000, over a 5-year period beginning June 22, 2018. There is a valuation allowance reducing this tax benefit to zero at June 30, 2019 and 2018.
F-40
Note 12 - Reverse Acquisition (Continued)
The following table summarizes the preliminary allocation of the fair value of the assets and liabilities as of the merger date through pushdown accounting. The preliminary allocation to certain assets and/or liabilities may be adjusted by material amounts as the Company finalizes fair value estimates.
|
|
|
|
Assets
|
|
|
Cash
|
$ 22,205
|
|
Property and equipment
|
4,209,995
|
|
Other
|
20,716
|
|
Other assets
|
1,511,844
|
|
Goodwill
|
892,312
|
|
|
|
|
Total Assets
|
6,657,072
|
|
|
|
Liabilities
|
|
|
Accounts payable
|
208,763
|
|
Long-term debt
|
4,593,851
|
|
Short-term debt
|
799,534
|
|
Accrued interest
|
78,948
|
|
Other
|
83,664
|
|
|
|
|
Total Liabilities
|
5,764,760
|
|
|
|
|
Net Assets
|
$ 892,312
|
|
|
|
|
Consideration
|
$ 58,092
|
|
Fair value of noncontrolling Interest
|
834,220
|
|
|
$ 892,312
|
As a result of the Company pushing down the effects of the acquisition, certain accounting adjustments are reflected in the consolidated financial statements, such as goodwill recognized of $834,220 and reflected in the balance sheet. Goodwill recognized is primarily attributable to the acquisition of the fair value of the public company structure and other intangible assets that do not qualify for separate recognition.
Other assets noted in the table above consist of the differences between the acquired assets and liabilities of Full Circle Entertainment to be distributed to pre-acquisition FLCR shareholders. The Company sold the Entertainment subsidiary on February 6, 2019 to focus on its primary business plan. As a result, the Company did not receive any economic benefit from the related assets in the table above, nor incur any obligations from the corresponding liabilities.
F-41
Note 12 - Reverse Acquisition (Continued)
The consideration received for the sale of Entertainment was 38,625 shares of Galaxy common stock at the fair value on the date of the transaction, or $92,700. The fair value of the Galaxy common shares received offset the assets and liabilities of Entertainment, with the difference recorded as a gain on the sale for the year ended June 30, 2019. The gain on the sale has been recorded in other expense in the Consolidated Statement of Operations.
The following table presents a summary of Entertainments identifiable assets and liabilities at February 6, 2019, the date of the sale:
|
|
Assets
|
|
|
Cash
|
$ 36,290
|
|
Property and equipment, net
|
4,006,426
|
|
Receivables
|
4,500
|
|
Inventories
|
5,610
|
|
Other assets
|
1,522,714
|
|
|
|
|
Total Assets
|
5,575,540
|
|
|
|
Liabilities
|
|
|
Accounts payable
|
22,424
|
|
Debt
|
5,393,623
|
|
Accrued expenses
|
127,481
|
|
|
|
|
Total Liabilities
|
5,543,528
|
|
|
|
|
Net Assets
|
32,012
|
|
|
|
|
Noncash consideration for net assets of Entertainment
|
92,700
|
|
|
|
|
Gain on Sale
|
$ 60,668
|
F-42
Note 13 Stock Plan
An Employee, Directors, and Consultants Stock Plan for the Year 2019 (Plan) was established by the Company. The Plan is intended to attract and retain employees, directors and consultants by aligning the economic interest of such individuals more closely with the Companys stockholders, by paying fees or salaries in the form of shares of the Companys common stock. The Plan is effective December 28, 2018, and expires December 31, 2019. Common shares of 1,000,000 are reserved for stock awards under the Plan. There were 510,000 shares awarded under the Plan as of June 30, 2019.
Note 14 - Segment Reporting
The Company has identified two reportable segments due to the merger that occurred on June 22, 2018: Technology and Entertainment.
The Technology segment sells interactive learning technology hardware and software that allows the presenter and participant to engage in a fully collaborative instructional environment. Galaxys products include Galaxys own private-label interactive touch screen panel as well as numerous other national and international branded peripheral and communication devices.
The Entertainment segment owns and operates Georgetown 14 Cinemas, a fourteen-theater movie complex located in Indianapolis, Indiana. Entertainment generates revenues from movie ticket sales and concessions. As contemplated in the merger agreement, the parties have the right to spinout the Entertainment segment so that management can focus on its primary business plan, which is Galaxy. As disclosed in Note 12, the Entertainment segment was sold effective February 6, 2019 to an entity owned by former majority shareholders of FLCR. There was no Entertainment segment during the year ended March 31, 2018.
The following table summarizes operating results for the year ended June 30, 2019 for Technology and the period from July 1, 2018 to February 6, 2019 for Entertainment:
|
|
|
Revenues
|
Technology
|
Entertainment
|
Technology
|
$ 1,292,353
|
$ -
|
Entertainment
|
-
|
589,705
|
|
|
|
Cost of Sales
|
|
|
Technology
|
1,545,093
|
-
|
Entertainment
|
-
|
221,238
|
|
|
|
Gross Profit
|
(252,740)
|
368,467
|
|
|
|
General and Administrative Expenses
|
|
|
Technology
|
5,410,650
|
-
|
Entertainment
|
-
|
427,620
|
|
|
|
Other Income (Expense)
|
|
|
Technology
|
(966,279)
|
-
|
Entertainment
|
-
|
25,705
|
|
|
|
Net Loss
|
$ (6,629,669)
|
$ (33,448)
|
F-43
Note 14 - Segment Reporting (Continued)
|
|
|
Assets
|
Technology
|
Entertainment
|
|
|
|
Cash
|
$ 151,853
|
$ 32,402
|
Property and equipment, net
|
45,059
|
4,209,392
|
Receivables
|
326,183
|
15,543
|
Inventory
|
580,756
|
6,008
|
Prepaid and other current assets
|
1,184
|
12,450
|
Other assets
|
-
|
1,511,844
|
Goodwill
|
58,092
|
589,705
|
Total Assets
|
$ 1,163,127
|
$ 6,621,859
|
|
|
|
Liabilities
|
|
|
Accounts payable
|
$ 570,069
|
$ 201,011
|
Debt
|
951,453
|
5,393,385
|
Accrued expenses
|
22,495
|
124,483
|
Deferred revenue
|
219,820
|
-
|
Total Liabilities
|
1,763,837
|
$ 5,718,879
|
F-44
Note 14 - Segment Reporting (Continued)
The following table presents a summary of operating information for the three months ended June 30, 2018:
|
|
|
Revenues
|
Technology
|
Entertainment
|
Technology
|
$ 172,754
|
$ -
|
Entertainment
|
-
|
34,946
|
|
|
|
Cost of Sales
|
|
|
Technology
|
171,304
|
-
|
Entertainment
|
-
|
6,804
|
|
|
|
Gross Profit
|
1,450
|
28,142
|
|
|
|
General and Administrative Expenses
|
|
|
Technology
|
1,364,124
|
-
|
Entertainment
|
-
|
7,404
|
|
|
|
Other Income (Expense)
|
|
|
Technology
|
(4,521)
|
-
|
Entertainment
|
-
|
(23,666)
|
|
|
|
Net Loss
|
$ (1,367,195)
|
$ (2,928)
|
F-45
Note 15 - Going Concern
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As reflected in the accompanying consolidated financial statements, the Company had negative working capital of approximately $4,600,000, an accumulated deficit of approximately $9,500,000, and cash used in operations of approximately $3,900,000 at June 30, 2019.
The Companys operational activities has primarily been funded through issuance of common stock for services, related party advances, debt financing, a private placement offering of common stock and through the deferral of accounts payable and other expenses. The Company intends to raise additional capital through the sale of equity securities or borrowings from financial institutions and possibly from related and nonrelated parties who may in fact lend to the Company on reasonable terms. Management believes that its actions to secure additional funding will allow the Company to continue as a going concern. There is no guarantee the Company will be successful in achieving any of these objectives. These sources of working capital are not assured, and consequently do not sufficiently mitigate the risks and uncertainties disclosed above. The ability of the Company to continue as a going concern is dependent upon managements ability to raise capital from the sale of its equity and, ultimately, the achievement of operating revenues. The consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
Note 16 - Subsequent Events
The Company has evaluated subsequent events through the date on which the consolidated financial statements were available to be issued.
On July 1, 2019, the Company signed a lease agreement for certain property. The lease expires in June 2021 and requires a deposit of $10,000 and monthly installments of $3,000. Future lease payments are $36,000 for the years ended June 30, 2020 and 2021.
On July 3, 2019, the Company entered into a new $165,000 convertible note with an investor.
The Company issued 250,000 shares to a financial advisor for services in July 2019, under terms of a Financial Advisory Agreement dated June 4, 2019.
The Company issued 60,000 shares to a consultant for services in July and September 2019, under terms of a Business Development and Marketing Agreement dated June 10, 2019.
On July 22, 2019, the Company issued 210,000 common shares for services. The shares were issued in satisfaction of an accrued expense at June 30, 2019 for consulting services under an anti-dilution provision in the May 2017 Consulting Agreement (Note 11). The shares were issued to a related party of the consultant.
F-46
Note 16 - Subsequent Events (Continued)
On August 8, 2019, the Company entered into a new $200,000 convertible note with an investor and issued 50,000 shares to the investor under terms of the convertible note.
On August 20, 2019, the Company entered into a new $225,000 convertible note with an investor.
During August and September 2019, the Company issued 527,632 common shares to an investor in full satisfaction of a $382,000 convertible note.
During August and September 2019, convertible note holders converted $70,000 of principal on the February 22, 2018 $200,000 convertible note in exchange for 96,200 shares. The outstanding principal balance of the convertible note is $130,000 after the conversions. The remaining balance of the note was assumed by a different investor who invested an additional $145,000 and combined the assumed note and additional investment into a new $234,000 convertible note.
On September 3, 2019, the Company acquired 100% of the stock of Interlock Concepts, Inc. and Ehlert Solutions, Inc. The purchase price for the acquisition was 1,350,000 shares of common stock and a 2 year note payable to the seller for $3,000,000. The purchase price is subject to adjustment based on the achievement of certain earnings goals.
On September 4, 2019, a warrant holder exercised warrants and received 375,975 shares in a cashless transaction.
On September 10, 2019, the Company issued 35,000 shares to a software developer as compensation for a research and development project.
F-47
===========================================================================
Galaxy Next Generation, Inc.
Consolidated Financial Statements
|
|
|
|
GALAXY NEXT GENERATION, INC.
|
Consolidated Balance Sheets
|
|
|
|
|
|
December 31, 2019
|
|
June 30, 2019
|
Assets
|
(Unaudited)
|
|
(Audited)
|
Current Assets
|
|
|
|
Cash
|
$ 245,420
|
|
$ 169,430
|
Accounts receivable, net
|
847,251
|
|
262,304
|
Inventories, net
|
418,778
|
|
648,715
|
Prepaid and other current assets
|
25,798
|
|
20,898
|
Total Current Assets
|
1,537,247
|
|
1,101,347
|
|
|
|
|
Property and Equipment, net (Note 2)
|
85,441
|
|
26,765
|
|
|
|
|
Intangibles, net (Note 1 and 13)
|
2,692,000
|
|
-
|
|
|
|
|
Goodwill (Notes 1, 12 and 13)
|
1,634,507
|
|
834,220
|
|
|
|
|
Operating right of use asset (Note 7)
|
124,264
|
|
-
|
Total Assets
|
$ 6,073,459
|
|
$ 1,962,332
|
|
|
|
|
Liabilities and Stockholders' Equity (Deficit)
|
|
|
|
Current Liabilities
|
|
|
|
Line of credit (Note 3)
|
$ 1,230,450
|
|
$ 1,230,550
|
Convertible notes payable, net of discount (Note 4)
|
1,214,667
|
|
2,124,824
|
Derivative liability, convertible debt features and warrants (Note 5)
|
671,312
|
|
1,025,944
|
Current portion of long term notes payable (Note 4)
|
414,506
|
|
279,346
|
Accounts payable
|
1,725,632
|
|
690,882
|
Accrued expenses
|
258,734
|
|
597,351
|
Deferred revenue
|
585,572
|
|
247,007
|
Short term portion of related party notes payable (Note 6)
|
1,223,467
|
|
200,000
|
Total Current Liabilities
|
7,324,340
|
|
6,395,904
|
|
|
|
|
Noncurrent Liabilities
|
|
|
|
Long term portion of accounts payable
|
133,897
|
|
174,703
|
Long term portion of related party notes payable (Note 6)
|
1,450,000
|
|
-
|
Notes payable, less current portion (Note 4)
|
71,228
|
|
1,607
|
Total Liabilities
|
8,979,465
|
|
6,572,214
|
|
|
|
|
Stockholders' Equity (Deficit)
|
|
|
|
Common stock
|
1,746
|
|
1,072
|
Preferred stock - Series E, non-redeemable
|
50
|
|
-
|
Additional paid-in-capital
|
11,402,437
|
|
4,859,731
|
Accumulated deficit
|
(14,310,239)
|
|
(9,470,685)
|
Total Stockholders' Equity (Deficit)
|
(2,906,006)
|
|
(4,609,882)
|
|
|
|
|
Total Liabilities and Stockholders' Equity (Deficit)
|
$ 6,073,459
|
|
$ 1,962,332
|
See accompanying Notes to the consolidated financial statements (unaudited)
F-48
|
|
|
|
|
GALAXY NEXT GENERATION, INC.
|
Consolidated Statements of Operations
|
(Unaudited)
|
|
|
|
|
|
|
For the Three Months
|
For the Six Months
|
|
Ended December 31,
|
Ended December 31,
|
|
2019
|
2018
|
2019
|
2018
|
Revenues
|
|
|
|
|
Technology interactive panels and related products
|
$ 869,565
|
$ 348,358
|
$ 1,491,398
|
$ 844,828
|
Entertainment theater ticket sales and concessions
|
-
|
294,289
|
-
|
511,044
|
Technology office supplies
|
6,964
|
6,564
|
10,028
|
12,758
|
Total Revenues
|
876,529
|
649,211
|
1,501,426
|
1,368,630
|
|
|
|
|
|
Cost of Sales
|
|
|
|
|
Technology interactive panels and related products
|
492,105
|
309,889
|
985,784
|
717,240
|
Entertainment theater ticket sales and concessions
|
-
|
91,765
|
-
|
163,323
|
Total Cost of Sales
|
492,105
|
401,654
|
985,784
|
880,563
|
|
|
|
|
|
Gross Profit
|
384,424
|
247,557
|
515,642
|
488,067
|
|
|
|
|
|
General and Administrative Expenses
|
|
|
|
|
Stock compensation and stock issued for services
|
679,881
|
-
|
2,007,692
|
-
|
General and administrative
|
1,805,480
|
1,502,176
|
2,601,528
|
2,365,770
|
|
|
|
|
|
Loss from Operations
|
(2,100,937)
|
(1,254,619)
|
(4,093,578)
|
(1,877,703)
|
|
|
|
|
|
Other Income (Expense)
|
|
|
|
|
Other income
|
-
|
13,374
|
3,049
|
53,818
|
Expenses related to convertible notes payable:
|
|
|
|
|
Change in fair value of derivative liability
|
1,219,289
|
-
|
2,022,257
|
-
|
Interest accretion
|
(579,920)
|
-
|
(808,853)
|
-
|
Interest expense
|
(1,360,639)
|
(13,552)
|
(1,962,429)
|
(62,365)
|
|
|
|
|
|
Total Other Income (Expense)
|
(721,270)
|
(178)
|
(745,976)
|
(8,547)
|
|
|
|
|
|
Net Loss before Income Taxes
|
(2,822,207)
|
(1,254,797)
|
(4,839,554)
|
(1,886,250)
|
|
|
|
|
|
Income taxes (Note 9)
|
-
|
-
|
-
|
-
|
|
|
|
|
|
Net Loss
|
$ (2,822,207)
|
$ (1,254,797)
|
$ (4,839,554)
|
$ (1,886,250)
|
|
|
|
|
|
Net Basic and Fully Diluted Loss Per Share
|
$ (0.161)
|
$ (0.134)
|
$ (0.331)
|
$ (0.235)
|
|
|
|
|
|
Weighted average common shares outstanding
|
|
|
|
|
Basic
|
17,531,574
|
9,362,167
|
14,636,414
|
8,042,106
|
Fully diluted
|
27,349,020
|
9,362,167
|
31,849,788
|
8,042,106
|
|
|
|
|
|
See accompanying Notes to the consolidated financial statements (unaudited)
F-49
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GALAXY NEXT GENERATION, INC.
|
Consolidated Statement of Changes in Stockholders' Equity (Deficit)
|
Six Month Period Ended December 31, 2019
|
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
Common Stock
|
|
Preferred Stock - Class E
|
|
|
Additional
|
|
Accumulated
|
|
Stockholders'
|
|
Shares
|
|
Amount
|
|
Shares
|
Amount
|
|
|
Paid-in Capital
|
|
Deficit
|
|
Deficit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, June 30, 2019
|
11,318,901
|
|
$ 1,072
|
|
-
|
$ -
|
|
|
$ 4,859,731
|
|
$ (9,470,685)
|
|
$ (4,609,882)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock issued for services in
|
|
|
|
|
|
|
|
|
|
|
|
|
|
July and August 2019 (Notes 8)
|
475,000
|
|
48
|
|
-
|
-
|
|
|
1,203,252
|
|
-
|
|
1,203,300
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock issued in exchange for debt reduction
|
|
|
|
|
|
|
|
|
|
|
|
|
|
in August 2019 (Note 8)
|
347,397
|
|
35
|
|
-
|
-
|
|
|
619,068
|
|
-
|
|
619,103
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Settlement of conversion features in August and
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 2019 (Note 8)
|
-
|
|
-
|
|
-
|
-
|
|
|
149,374
|
|
-
|
|
149,374
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of common stock to warrant
|
|
|
|
|
|
|
|
|
|
|
|
|
|
holders in September 2019 (Note 8)
|
644,709
|
|
-
|
|
-
|
-
|
|
|
-
|
|
-
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock issued as compensation in
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 2019 (Note 8)
|
44,511
|
|
4
|
|
-
|
-
|
|
|
44,507
|
|
-
|
|
44,511
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock issued for services in
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 2019 (Note 8)
|
80,000
|
|
9
|
|
-
|
-
|
|
|
79,991
|
|
-
|
|
80,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock issued in acquisition of Ehlert Solutions, Inc. and Interlock Concepts, Inc. (Note 8 and 13)
|
1,350,000
|
|
135
|
|
-
|
-
|
|
|
1,720,216
|
|
-
|
|
1,720,351
|
F-50
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock issued in exchange for debt reduction
|
|
|
|
|
|
|
|
|
|
|
|
|
|
in September 2019 (Note 8)
|
397,864
|
|
40
|
|
-
|
-
|
|
|
408,622
|
|
-
|
|
408,662
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock issued for services in
|
|
|
|
|
|
|
|
|
|
|
|
|
|
October 2019 (Note 8)
|
521,557
|
|
52
|
|
-
|
-
|
|
|
403,550
|
|
-
|
|
403,602
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock issued in exchange for debt reduction
|
|
|
|
|
|
|
|
|
|
|
|
|
|
in October 2019 (Note 8)
|
833,572
|
|
83
|
|
-
|
-
|
|
|
478,651
|
|
-
|
|
478,734
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of common stock to warrant holders
|
|
|
|
|
|
|
|
|
|
|
|
|
|
in October 2019 (Note 8)
|
583,670
|
|
-
|
|
-
|
-
|
|
|
-
|
|
-
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Settlement of conversion features in October 2019 (Note 8)
|
-
|
|
-
|
|
-
|
-
|
|
|
3,000
|
|
-
|
|
3,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock issued for services in
|
|
|
|
|
|
|
|
|
|
|
|
|
|
November 2019 (Note 8)
|
45,000
|
|
5
|
|
-
|
-
|
|
|
19,795
|
|
-
|
|
19,800
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock issued in exchange for debt reduction
|
|
|
|
|
|
|
|
|
|
|
|
|
|
in November 2019 (Note 8)
|
1,194,157
|
|
119
|
|
-
|
-
|
|
|
429,396
|
|
-
|
|
429,515
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock issued for convertible notes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
in November 2019 (Note 8)
|
500,000
|
|
50
|
|
-
|
-
|
|
|
219,950
|
|
-
|
|
220,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock issued for services in December
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2019 (Note 8)
|
908,355
|
|
91
|
|
-
|
-
|
|
|
256,387
|
|
-
|
|
256,478
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commitment shares issued in December 2019 (Note 8)
|
25,000
|
|
3
|
|
-
|
-
|
|
|
6,997
|
|
-
|
|
7,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of Preferred Stock - Class E
|
-
|
|
-
|
|
500,000
|
50
|
|
|
499,950
|
|
-
|
|
500,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated net loss
|
-
|
|
-
|
|
-
|
-
|
|
|
-
|
|
(4,839,554)
|
|
(4,839,554)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2019
|
19,269,693
|
|
$ 1,746
|
|
500,000
|
$ 50
|
|
|
$ 11,402,437
|
|
$ (14,310,239)
|
|
$ (2,906,006)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying Notes to the consolidated financial statements (unaudited)
F-51
|
|
|
|
|
|
|
|
|
|
GALAXY NEXT GENERATION, INC.
|
Consolidated Statement of Changes in Stockholders' Equity (Deficit)
|
Six Month Period Ended December 31, 2018
|
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
Common Stock
|
|
Additional
|
|
Accumulated
|
|
Stockholders'
|
|
Shares
|
|
Amount
|
|
Paid-in Capital
|
|
Deficit
|
|
Deficit
|
|
|
|
|
|
|
|
|
|
|
Balance, June 30, 2018
|
9,655,813
|
|
$ 965
|
|
$ 3,108,873
|
|
$ (2,807,568)
|
|
$ 302,270
|
|
|
|
|
|
|
|
|
|
|
Common stock issued as part of the
|
|
|
|
|
|
|
|
|
|
private placement in September 2018
|
910
|
|
-
|
|
637,000
|
|
-
|
|
637,000
|
|
|
|
|
|
|
|
|
|
|
Common stock issued for services
|
|
|
|
|
|
|
|
|
|
in December 2018
|
75,511
|
|
8
|
|
237,851
|
|
-
|
|
237,859
|
|
|
|
|
|
|
|
|
|
|
Consolidated net loss
|
-
|
|
-
|
|
-
|
|
(1,886,250)
|
|
(1,886,250)
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2018
|
9,732,234
|
|
$ 973
|
|
$ 3,983,724
|
|
$ (4,693,818)
|
|
$ (709,121)
|
See accompanying Notes to the consolidated financial statements (unaudited)
F-52
|
|
|
|
|
GALAXY NEXT GENERATION, INC.
|
Consolidated Statements of Cash Flows
|
(Unaudited)
|
|
|
|
|
|
|
|
Six Months Period Ended December 31,
|
|
|
2019
|
|
2018
|
Cash Flows from Operating Activities
|
|
|
|
|
Net loss
|
|
$ (4,839,554)
|
|
$ (1,886,250)
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
|
|
|
|
Depreciation
|
|
17,844
|
|
178,422
|
Amortization of convertible debt discounts
|
|
216,724
|
|
4,444
|
Issuance of stock for services
|
|
-
|
|
237,859
|
Amortization of intangible assets
|
|
268,000
|
|
-
|
Accretion and settlement of financing instruments
|
|
|
|
|
and change in fair value of derivative liability
|
|
536,339
|
|
-
|
Changes in assets and liabilities:
|
|
|
|
|
Accounts receivable
|
|
75,339
|
|
294,545
|
Inventories
|
|
315,734
|
|
213,151
|
Prepaid expenses and other assets
|
|
-
|
|
(219,820)
|
Accounts payable
|
|
(54,573)
|
|
(198)
|
Accrued expenses
|
|
(950,480)
|
|
(191,621)
|
Deferred revenue
|
|
(173,380)
|
|
23,943
|
|
|
|
|
|
Net cash used in operating activities
|
|
(4,588,007)
|
|
(1,345,525)
|
|
|
|
|
|
Cash Flows from Investing Activities
|
|
|
|
|
Acquisition of business, net of cash
|
|
2,967,918
|
|
-
|
Purchases of property and equipment
|
|
(17,636)
|
|
-
|
|
|
|
|
|
Net cash provided by investing activities
|
|
2,950,282
|
|
-
|
|
|
|
|
|
F-53
|
|
|
|
|
Cash Flows from Financing Activities
|
|
|
|
|
Principal payments on mortgage and financing lease obligations
|
|
(3,449)
|
|
(26,562)
|
Principal payments on short term notes payable
|
|
(35,431)
|
|
(20,000)
|
Payments on advances from stockholder, net
|
|
-
|
|
(111,173)
|
Payments on convertible notes payable
|
|
(159,983)
|
|
-
|
Proceeds from convertible notes payable
|
|
1,923,684
|
|
360,000
|
Borrowings (proceeds) on line of credit, net
|
|
(100)
|
|
463,672
|
Payments on notes payable - related parties
|
|
(411,006)
|
|
-
|
Proceeds from issuance of common stock
|
|
-
|
|
637,000
|
Proceeds from notes payable - related parties
|
|
400,000
|
|
45,000
|
|
|
|
|
|
Net cash provided by financing activities
|
|
1,713,715
|
|
1,347,937
|
|
|
|
|
|
Net Increase in Cash and Cash Equivalents
|
|
75,990
|
|
2,412
|
|
|
|
|
|
Cash, Beginning of Period
|
|
169,430
|
|
184,255
|
|
|
|
|
|
Cash, End of Period
|
|
$ 245,420
|
|
$ 186,667
|
|
|
|
|
|
Supplemental and Non Cash Disclosures
|
|
|
|
|
Noncash additions related to convertible debt
|
|
$ 206,600
|
|
$ 40,000
|
|
|
|
|
|
Cash paid for interest
|
|
$ 161,944
|
|
$ 62,365
|
|
|
|
|
|
Related party note payable issued for acquisition of business
|
|
$ 1,484,473
|
|
$ -
|
|
|
|
|
|
F-54
|
|
|
|
|
Settlement of conversion feature
|
|
$ 152,374
|
|
$ -
|
|
|
|
|
|
Acquisition of goodwill and intangibles
|
|
$ 3,760,287
|
|
$ -
|
|
|
|
|
|
Common stock issued in exchange for debt reduction
|
|
$ 1,904,013
|
|
$ -
|
|
|
|
|
|
Stock compensation and stock issued for services
|
|
$ 2,007,838
|
|
$ -
|
|
|
|
|
|
Property and equipment purchased with financing lease
|
|
$ 37,979
|
|
$ -
|
|
|
|
|
|
Convertible note and warrants extinguished
|
|
$ 1,405,243
|
|
$ -
|
|
|
|
|
|
|
|
|
|
|
Fair value of convertible note issued to stockholder
|
|
$ 1,000,000
|
|
$ -
|
|
|
|
|
|
Fair value of preferred stock - Series E issued to stockholder
|
|
$ 500,000
|
|
$ -
|
See accompanying Notes to the consolidated financial statements (unaudited)
F-55
Note 1 - Summary of Significant Accounting Policies
Corporate History, Nature of Business and Mergers
Galaxy Next Generation LTD CO. (Galaxy CO) was organized in the state of Georgia in February 2017 while R & G Sales, Inc. (R&G) was organized in the state of Georgia in August 2004. Galaxy CO merged with R&G (common controlled merger) on March 16, 2018, with R&G becoming the surviving company. R&G subsequently changed its name to Galaxy Next Generation, Inc. (Galaxy).
FullCircle Registry, Inc., (FLCR) is a holding company created for the purpose of acquiring small profitable businesses to provide exit plans for those companys owners. FLCRs subsidiary, FullCircle Entertainment, Inc. (Entertainment or FLCE), owns and operates Georgetown 14 Cinemas, a fourteen-theater movie complex located in Indianapolis, Indiana.
On June 22, 2018, Galaxy consummated a reverse triangular merger whereby Galaxy merged with and into Full Circle Registry, Inc.s (FLCR) newly formed subsidiary - formed specifically for the transaction (Galaxy MS). The merger resulted in Galaxy MS becoming a wholly-owned subsidiary of FLCR. For accounting purposes, the acquisition of Galaxy by FLCR is considered a reverse acquisition, an acquisition transaction where the acquired company, Galaxy, is considered the acquirer for accounting purposes, notwithstanding the form of the transaction. The primary reason the transaction is being treated as a purchase by Galaxy rather than a purchase by FLCR is that FLCR is a public reporting company, and Galaxys stockholders gained majority control of the outstanding voting power of FLCRs equity securities. Consequently, the assets and liabilities and the operations that are reflected in the historical financial statements of the Company prior to the merger are those of Galaxy.
In recognition of Galaxys merger with FLCR, several things occurred: (1) FLCR amended its articles of incorporation to change its name from FullCircle Registry, Inc. to Galaxy Next Generation, Inc.; (2) Galaxy and FLCR changed its fiscal year end to June 30, effective June 2018; (3) FLCR authorized shares of preferred stock were increased to 200,000,000 and authorized shares of common stock were increased to 4,000,000,000, (prior to the Reverse Stock Split) both with a par value of $0.0001; and (4) the Board of Directors and Executive Officers approved Gary LeCroy, President and Director; Magen McGahee, Secretary and Director; and Carl Austin, Director; and (5) the primary business operated by the combined company became the business that was operated by Galaxy.
On September 4, 2019, Galaxy entered into a stock purchase agreement with Interlock Concepts, Inc. (Concepts) and Ehlert Solutions Group, Inc. (Solutions). Under the stock purchase agreement, Galaxy acquired 100% of the outstanding capital stock of both Concepts and Solutions. The purchase price for the acquisition was 1,350,000 shares of common stock and a two year note payable to the seller for $3,000,000. The note payable to the seller is subject to adjustment based on the achievement of certain future gross revenues and successful completion of certain pre-acquisition withholding tax issues of Concepts and Solutions.
The financial statements after the completion of the merger and acquisition include the consolidated assets and liabilities of the combined company (collectively Galaxy Next Generation, Inc., Full Circle Registry, Inc., FullCircle Entertainment, Inc., Interlock Concepts, Inc., and Ehlert Solutions Group, Inc. referred to collectively as the Company).
F-56
Note 1 - Summary of Significant Accounting Policies (Continued)
Corporate History, Nature of Business and Mergers (Continued)
As disclosed in Note 12, the Entertainment segment was sold on February 6, 2019 in exchange for 38,625 Galaxy common shares.
Galaxy is a manufacturer and U.S. distributor of interactive learning technologies and enhanced audio solutions. Galaxy develop both hardware and software that allows the presenter and participant to engage in a fully collaborative instructional environment. Galaxy also develops award winning classroom audio solutions and school PA and Intercom products, creating a full line card offering for classrooms to its channel partners. Galaxys products include Galaxys own private-label interactive touch screen panel as well as numerous other national and international branded peripheral and communication devices. New technologies like Galaxys own touchscreen panels are sold along with renowned brands such as Google Chromebooks, Microsoft Surface Tablets, Lenovo and Acer computers, Verizon WiFi and more. Galaxys distribution channel consists of approximately 30 resellers across the U.S. who primarily sell its products within the commercial and educational market. Galaxy does not control where the resellers focus their resell efforts; however, the K-12 education market is the largest customer base for Galaxy products comprising nearly 90% of Galaxys sales. In addition, Galaxy also possesses its own reseller channel where it sells directly to the K-12 market, primarily throughout the Southeast region of the United States.
Solutions and Concepts are Utah-based audio design and manufacturing companies creating innovative products that provide fundamental tools for building notification systems primarily to K-12 education market customers located primarily in the north and northwest United States. Solutions and Concepts products and services allow institutions access to intercom, scheduling, and notification systems with improved ease of use. The products provide an open architecture solution to customers which allows the products to be used in both existing and new environments. Intercom, public announcement (PA), bell and control solutions are easily added and integrated within the open architecture design and software model. These products combine elements over a common internet protocol (IP) network, which minimizes infrastructure requirements and reduces costs by combining systems.
Basis of Presentation and Principles of Consolidation
The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America. Any reference in these footnotes to applicable guidance is meant to refer to the authoritative U.S. generally accepted accounting principles (GAAP) as found in the Accounting Standards Codification (ASC) and Accounting Standards Update (ASU) of the Financial Accounting Standards Board (FASB).
All intercompany transactions and accounts have been eliminated in the consolidation.
The Companys financial reporting segments are Technology (reflecting the operations of Galaxy, Concepts, and Solutions) and Entertainment (reflecting the operations of the movie theater). The Company is an over-the-counter public company traded under the stock symbol listing GAXY (formerly FLCR).
F-57
Note 1 - Summary of Significant Accounting Policies (Continued)
Segment Reporting
The Company has identified two reportable segments: Technology and Entertainment. Segment determination is based on the internal organization structure, management of operations and performance evaluation by management and the Companys Board of Directors. Separate management of each segment is required because each business unit is subject to different operational issues and strategies.
The Technology segment sells interactive learning technology hardware and software that allows the presenter and participant to engage in a fully collaborative instructional environment. Galaxys products include Galaxys own private-label interactive touch screen panel as well as numerous other national and international branded peripheral and communication devices. Concepts is a manufacturing company creating innovative products that provide fundamental tools for building notification systems. Solutions is an audio design company providing installation, design, and servicing to customers.
The Entertainment segment, which was sold on February 6, 2019, owned and operated Georgetown 14 Cinemas, a fourteen-theater movie complex located in Indianapolis, Indiana. Entertainment generated revenues from movie ticket sales and concessions.
Use of Estimates
The preparation of consolidated financial statements in accordance with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Significant estimates used in preparing the consolidated financial statements include those assumed in computing the allowance for doubtful accounts, inventory reserves, product warranty liabilities, valuation of goodwill and intangibles, valuation of convertible notes payable and related warrants, and the valuation of deferred tax assets. It is reasonably possible that the significant estimates used will change within the next year.
F-58
Note 1 - Summary of Significant Accounting Policies (Continued)
Capital Structure
In accordance with ASC 505, Equity, the Companys capital structure is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2019
|
|
|
|
|
|
|
Authorized
|
|
Issued
|
|
Outstanding
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock
|
|
4,000,000,000
|
|
19,269,693
|
|
19,231,068
|
|
$.0001 par value, one vote per share
|
|
|
|
|
|
|
|
|
|
|
|
Preferred stock
|
|
200,000,000
|
|
-
|
|
-
|
|
$.0001 par value, one vote per share
|
|
|
|
|
|
|
|
|
|
|
|
Preferred stock - Class A
|
|
750,000
|
|
-
|
|
-
|
|
$.0001 par value; no voting rights
|
|
|
|
|
|
|
|
|
|
|
|
Preferred stock - Class B
|
|
1,000,000
|
|
-
|
|
-
|
|
Voting rights of 10 votes for 1 Preferred B share; 2% preferred dividend payable annually
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred stock - Class C
|
|
9,000,000
|
|
-
|
|
-
|
|
$.0001 par value; 500 votes per share, convertible to common stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred stock - Class D
|
|
1,000,000
|
|
-
|
|
-
|
|
$.0001 par value; no voting rights, convertible to common stock, mandatory conversion to common stock 18 months after issue
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred stock - Class E
|
|
500,000
|
|
500,000
|
|
500,000
|
|
$.0001 par value; no voting rights, convertible to common stock
|
|
|
|
|
|
|
|
|
F-59
Note 1 - Summary of Significant Accounting Policies (Continued)
Capital Structure (continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2019
|
|
|
|
|
|
|
Authorized
|
|
Issued
|
|
Outstanding
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock
|
|
4,000,000,000
|
|
11,318,901
|
|
11,280,276
|
|
$.0001 par value, one vote per share
|
|
|
|
|
|
|
|
|
|
|
|
Preferred stock
|
|
200,000,000
|
|
-
|
|
-
|
|
$.0001 par value, one vote per share
|
|
|
|
|
|
|
|
|
|
|
|
Preferred stock - Class A
|
|
750,000
|
|
-
|
|
-
|
|
$.0001 par value; no voting rights
|
|
|
|
|
|
|
|
|
|
|
|
Preferred stock - Class B
|
|
1,000,000
|
|
-
|
|
-
|
|
Voting rights of 10 votes for 1 Preferred B share; 2% preferred dividend payable annually
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred stock - Class C
|
|
9,000,000
|
|
-
|
|
-
|
|
$.0001 par value; 500 votes per share, convertible to common stock
|
|
|
|
|
|
|
|
|
F-60
Note 1 - Summary of Significant Accounting Policies (Continued)
There is no publicly traded market for the preferred shares.
There are 103,406,045 common shares reserved at December 31, 2019 under terms of the convertible debt agreements and Stock Plan (see Notes 4 and 14).
There are 11,090,023 issued common shares that are restricted as of December 31, 2019. The shares may become free-trading after six months of being held upon satisfaction of certain terms and regulatory conditions.
Business Combinations
The Company accounts for business combinations under the acquisition method of accounting. Under this method, acquired assets, including separately identifiable intangible assets, and any assumed liabilities are recorded at their acquisition date estimated fair value. The excess of purchase price over the fair value amounts assigned to the assets acquired and liabilities assumed represents the goodwill amount resulting from the acquisition. Determining the fair value of assets acquired and liabilities assumed involves the use of significant estimates and assumptions.
Concurrent with the reverse triangular merger of FLCR and the acquisitions of Concepts and Solutions, the Company applied pushdown accounting. Pushdown accounting refers to the use of the acquirers basis in the preparation of the acquirees separate financial statements as the new basis of accounting for the acquiree. See Notes 12 and 13 for a discussion of the merger and acquisition and the related impact on the Companys consolidated financial statements.
F-61
Note 1 - Summary of Significant Accounting Policies (Continued)
Revenue Recognition
Technology Interactive Panels and Related Products
The Company derives revenue from the sale of interactive panels and other related products. Sales of these panels may also include optional equipment, accessories and services (installation, training and other services, maintenance and warranty services). Product sales and installation revenue are recognized when all of the following criteria have been met: (1) products have been shipped or customers have purchased and accepted title to the goods; service revenue for installation of products sold is recognized as the installation services are performed, (2) persuasive evidence of an arrangement exists, (3) the price to the customer is fixed, and (4) collectability is reasonably assured.
Product sales resulting from fixed-price contracts involve a signed contract for a fixed price or a binding purchase order to provide the Companys interactive panels and accessories. Contract arrangements exclude a right of return for delivered items. Product sales resulting from fixed-price contracts are generated from multiple-element arrangements that require separate units of accounting and estimates regarding the fair value of individual elements. The Company has determined that its multiple-element arrangements that qualify as separate units of accounting are (1) product sales and (2) installation and related services. There is objective and reliable evidence of fair value for both the product sales and installation services and allocation of arrangement consideration for each of these units is based on their relative fair values. Each of these elements represent individual units of accounting, as the delivered item has value to a customer on a stand-alone basis. The Companys products can be sold on a stand-alone basis to customers which provides objective evidence of the fair value of the product portion of the multi-element contract, and thus represents the Companys best estimate of selling price.
F-62
Note 1 - Summary of Significant Policies (Continued)
Revenue Recognition (Continued)
The fair value of installation services is separately calculated using expected costs of installation services. Many times, the value of installation services is calculated using price quotations from subcontractors to the Company who perform installation services on a stand-alone basis.
The Company sells equipment with embedded software to its customers. The embedded software is not sold separately, and it is not a significant focus of the Companys marketing efforts. The Company does not provide post-contract customer support specific to the software or incur significant costs that are within the scope of FASB guidance on accounting for software to be leased or sold. Additionally, the functionality that the software provides is marketed as part of the overall product. The software embedded in the equipment is incidental to the equipment as a whole.
Deferred revenue consists of customer deposits and advance billings of the Companys products where sales have not yet been recognized. Shipping and handling costs billed to customers are included in revenue in the accompanying statements of operations. Costs incurred by the Company associated with shipping and handling are included in cost of sales in the accompanying statements of operations. Sales are recorded net of sales returns and discounts, and sales are presented net of sales-related taxes.
Because of the nature and quality of the Companys products, the Company provides for the estimated costs of warranties at the time revenue is recognized for a period of five years after purchase as a secondary warranty. The manufacturer also provides a warranty against certain manufacturing and other defects. As of December 31, 2019 and June 30, 2019, the Company accrued $102,350 and $82,350, respectively, for estimated product warranty claims, which is included in accrued expenses in the accompanying consolidated balance sheets. The accrued warranty costs are based primarily on historical warranty claims as well as current repair costs. There was $0 and $7,239 of warranty expense for the three and six months ended December 31, 2019, respectively. There was no warranty expense for the three and six months ended December 31, 2018. The Company is negotiating a warranty settlement with one of its manufacturers. At December 31, 2019, the Company accrued $279,966 payable to this manufacturer to be paid over twenty-four months, with $133,897 recorded as a long-term portion of accounts payable.
Entertainment Theater Ticket Sales and Concessions
Revenues are generated principally through admissions and concessions sales with proceeds received in cash or via credit card at the point of sale.
F-63
Note 1 - Summary of Significant Accounting Policies (Continued)
Cash and Cash Equivalents
The Company considers cash and cash equivalents to be cash in all bank accounts, including money market and temporary investments that have an original maturity of three months or less.
From time to time, the Company has on deposit, in institutions whose accounts are insured by the Federal Deposit Insurance Corporation, funds in excess of the insured maximum. The at-risk amount is subject to significant fluctuation daily throughout the year. The Company has never experienced any losses related to these balances, and as such, the Company does not believe it is exposed to any significant risk.
Accounts Receivable
Accounts receivable is recognized when the Company's right to consideration is unconditional, and is presented net of an allowance for doubtful accounts. Management reviews each receivable balance and estimates that portion, if any, of the balance that will not be collected. The carrying amount of the accounts receivable is then reduced by an allowance based on managements estimate. At December 31, 2019 and June 30, 2019, management had determined an allowance on uncollectable accounts totaling $118,000 and $0, respectively, At December 31, 2019 and June 30, 2019, $73,626 and $247,007, respectively, of total accounts receivable were considered unbilled and recorded as deferred revenue.
Inventories
Inventory is stated at the lower of cost or net realizable value. Cost is determined on a first-in, first-out (FIFO) method of accounting. All inventory at December 31, 2019 and June 30, 2019, represents goods available for sale. Inventory is mostly comprised of interactive panels. Management estimates $20,000 of obsolete or slow-moving inventory reserves at December 31, 2019 and June 30, 2019.
Property and Equipment
Property and equipment are stated at cost less accumulated depreciation. Expenditures for repairs and maintenance are charged to expense as incurred and additions and improvements that significantly extend the lives of assets are capitalized. Upon sale or other retirement of depreciable property, the cost and accumulated depreciation are removed from the related accounts and any gain or loss is reflected in operations.
F-64
Note 1 - Summary of Significant Accounting Policies (Continued)
Property and Equipment (Continued)
Property and equipment at December 31, 2019 and June 30, 2019 and the estimated useful lives used in computing depreciation, are as follows:
Furniture and fixtures 2-5 years
Equipment 5 years
Vehicles 5 years
Depreciation is provided using the straight-line method over the estimated useful lives of the depreciable assets. Depreciation expense was $10,012 and $89,211 for the three months ended December 31, 2019 and 2018, respectively. Depreciation expense was $17,844 and $178,422 for the six months ended December 31, 2019 and 2018, respectively.
Long-lived Assets
Long-lived assets to be held and used are tested for recoverability whenever events or changes in circumstances indicate that the related carrying amount may not be recoverable. When required, impairment losses on assets to be held and used are recognized based on the excess of the assets carrying amount over the fair value of the asset.
Goodwill
Goodwill, net of accumulated impairment losses, representing the excess of cost over the net tangible and identifiable assets of acquired businesses, is stated at cost. Goodwill is not amortized, but is reviewed for impairment at least annually, or more frequently when events or changes in circumstances indicate that the carrying value may not be recoverable. Judgments regarding indicators of potential impairment are based on market conditions and operational performance of the business.
At each fiscal year-end, the Company performs an impairment analysis of goodwill. The Company may assess its goodwill for impairment initially using a qualitative approach to determine whether conditions exist to indicate that it is more likely than not that the fair value of a reporting unit is less than its carrying value. If management concludes, based on its assessment of relevant events, facts and circumstances that it is more likely than not that a reporting units carrying value is greater than its fair value, then a goodwill impairment charge is recognized for the amount in excess, not to exceed the total amount of goodwill allocated to that reporting unit.
If the fair value of a reporting unit exceeds its carrying amount, goodwill is not considered to be impaired and no further testing is required. If determined to be impaired, an impairment charge is recorded as a general and administrative expense within the Companys consolidated statement of operations.
Goodwill at December 31, 2019 is $1,634,507 and is attributed to the reverse acquisition of FLCR (Note 12) and Concepts and Solutions (Note 13).
F-65
Note 1 - Summary of Significant Accounting Policies (Continued)
Intangible Assets
Intangible assets are stated at the lower of cost or fair value. Intangible assets are amortized on a straight-line basis over periods ranging from two to five years, representing the period over which the Company expects to receive future economic benefits from these assets. Estimated amortization expense related to intangible assets for the next five years is: $1,072,000 for 2020, $872,000 for 2021, $272,000 for 2022, $272,000 for 2023, and $204,000 for 2024.
Net intangible assets at December 31, 2019 are $2,692,000 as noted in the following table:
|
|
|
|
|
December 31, 2019
|
|
Cost
|
|
Accumulated Amortization
|
Finite-lived assets:
|
|
|
|
Customer list
|
$ 881,000
|
|
$ 44,050
|
Vendor relationships
|
479,000
|
|
23,950
|
Noncompete agreement
|
1,600,000
|
|
200,000
|
|
$ 2,960,000
|
|
$ 268,000
|
There were no intangible assets as of June 30, 2019.
F-66
Note 1 - Summary of Significant Accounting Policies (Continued)
Distinguishing Liabilities from Equity
The Company relies on the guidance provided by ASC Topic 480, Distinguishing Liabilities from Equity, to classify certain convertible instruments. The Company first determines whether a financial instrument should be classified as a liability. The Company determines a liability classification if the financial instrument is mandatorily redeemable, or if the financial instrument, other than outstanding shares, embodies a conditional obligation that the Company must or may settle by issuing a variable number of its equity shares.
If the Company determines that a financial instrument should not be classified as a liability, the Company determines whether the financial instrument should be presented between the liability section and the equity section of the balance sheet (temporary equity). The Company determines temporary equity classification if the redemption of the financial instrument is outside the control of the Company (i.e. at the option of the holder). Otherwise, the Company accounts for the financial instrument as permanent equity.
Initial Measurement
The Company records financial instruments classified as liability, temporary equity or permanent equity at issuance at the fair value, or cash received.
Subsequent Measurement Financial Instruments Classified as Liabilities
The Company records the fair value of financial instruments classified as liabilities at each subsequent measurement date.
The changes in fair value of financial instruments classified as liabilities are recorded as other income (expense).
F-67
Note 1 - Summary of Significant Accounting Policies (Continued)
Income Taxes
The Company accounts for income taxes under the asset and liability method, whereby deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Current income taxes are recognized for the estimated income taxes payable or receivable on taxable income or loss from the current year and any adjustment to income taxes payable related to previous years. Current income taxes are determined using tax rates and tax laws that have been enacted or subsequently enacted by the year end date.
Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to reverse. Under the asset and liability method, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is recognized if it is more likely than not that some portion or all of the deferred tax asset will not be utilized.
Research and Development
The Company accounts for research and development (R&D) costs in accordance with the Research and Development topic of the ASC. Under the Research and Development topic of the ASC, all R&D costs must be charged to expense as incurred. Accordingly, internal R&D costs are expensed as incurred. Third party R&D costs are expensed when the contracted work has been performed.
F-68
Note 1 - Summary of Significant Accounting Policies (Continued)
Stock-based Compensation
The Company records stock-based compensation in accordance with the provisions set forth in ASC 718, Stock Compensation, using the modified prospective method. ASC 718 requires companies to recognize the cost of employee services received in exchange for awards of equity instruments based upon the grant date fair value of those awards. The Company, from time to time, may issue common stock to acquire services or goods from non-employees. Common stock issued to persons other than employees or directors are recorded on the basis of their fair value.
Earnings (Loss) per Share
Basic and diluted earnings (loss) per common share is calculated using the weighted average number of common shares outstanding during the period. The Company's convertible notes and warrants are excluded from the computation of diluted earnings per share as they are anti-dilutive due to the Company's losses during those periods.
Fair Value of Financial Instruments
The Company categorized its fair value measurements within the fair value hierarchy established by generally accepted accounting principles. The hierarchy is based on the valuation inputs used to measure the fair value of the asset. Level 1 inputs are quoted prices in active markets for identical assets; Level 2 inputs are significant other observable inputs; Level 3 inputs are significant unobservable inputs.
F-69
Note 1 - Summary of Significant Accounting Policies (Continued)
Fair Value of Financial Instruments (Continued)
As of December 31, 2019 and June 30, 2019, the Company held certain financial assets and liabilities that are required to be measured at fair value on a recurring basis. All such assets and liabilities are considered to be Level 3 in the fair value hierarchy defined above.
Derivative Liabilities
The Company generally does not use derivative financial instruments to hedge exposures to cash flow or market risks. However, certain other financial instruments, such as warrants, and embedded conversion features on the convertible debt, are classified as derivative liabilities due to protection provisions within the agreements. Such financial instruments are initially recorded at fair value using the Monte Carlo model and subsequently adjusted to fair value at the close of each reporting period. The Company accounts for derivative instruments and debt instruments in accordance with the interpretive guidance of ASC 815, ASU 2017-11, and associated pronouncements related to the classification and measurement of warrants and instruments with conversion features and anti-dilution clauses in agreements.
Recently Adopted Accounting Standards
In November 2019, the FASB issued ASU No. 2019-08, Compensation Stock Compensation (Topic 718). This ASU requires that an entity measure and classify share based payment awards granted to a customer by applying the guidance in Topic 718. The amount recorded as a reduction of the transaction price is required to be measured on the basis of the grant-date fair value of the share-based payment award in accordance with Topic 718. The amendments in this update are effective for fiscal years beginning after December 15, 2019, and interim periods within those years. The Company adopted this standard effective July 1, 2019 with no material impact on the consolidated financial statements.
In April 2019, the FASB issued ASU No. 2019-04, Codification Improvements to Topic 326, Financial Instruments Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments. This ASU provides amendments to Topic 326 related to estimating and measuring credit losses. The amendments in this update are effective for fiscal years beginning after December 15, 2019, and interim periods within those years. The Company adopted this standard effective July 1, 2019 with no material impact on the consolidated financial statements.
In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820) Disclosure Framework Changes to the Disclosure Requirements for Fair Value Measurements. This ASU provides amendments on changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of the measurement uncertainty that should be applied. The amendments in this update are effective for fiscal years beginning after December 15, 2019, and interim periods within those years. The Company adopted this standard effective July 1, 2019 with no material impact on the consolidated financial statements.
F-70
Note 1 - Summary of Significant Accounting Policies (Continued)
Recently Adopted Accounting Standards (Continued)
Leases
In February 2016, the FASB issued ASU No. 2016-02, Leases. This ASU, together with its related clarifying ASUs (collectively ASU 2016-02), amended the previous guidance for lease accounting and related disclosure requirements. The new guidance requires the recognition of right-of-use assets and lease liabilities on the consolidated balance sheet for leases with terms greater than 12 months or leases that contain a purchase option that is reasonably certain to be exercised. Lessees are required to classify leases as either finance or operating leases. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease. For leases with a term of 12 months or less, a lessee can make an accounting policy election by class of underlying asset not to recognize an asset and corresponding liability. Lessees will also be required to provide additional qualitative and quantitative disclosures regarding the amount, timing, and uncertainty of cash flows arising from leases. These disclosures are intended to supplement the amounts recorded in the financial statements and provide additional information about the nature of an organizations leasing activities.
On July 1, 2019, the Company adopted ASU 2016-02 using the modified retrospective method, meaning it has been applied to leases that existed or have been entered into after July 1, 2019, without adjusting comparative periods in the financial statements.
The Company elected to utilize the package of practical expedients in ASC 842-10-65-1(f) that, upon adoption of ASU 2016-02, allows entities to (1) not reassess whether any expired or existing contracts contain leases, (2) retain the classification of leases (e.g., operation or finance lease) existing at the date of adoption and (3) not reassess initial direct costs for any existing leases.
The adoption of ASU 2016-02 did not have a material impact on the Company's balance sheet, result of operations or cash flows.
The Company primarily leases office and warehouse space as well as delivery vehicles. The Companys leases expire through December 2021. Most leases contain renewal options for varying periods, which are at the Companys sole discretion and included in the expected lease term if they are reasonably certain of being exercised.
Right of use assets and lease liabilities are recognized at commencement date based on the present value of lease payments over the lease term. The Company uses its incremental borrowing rate to determine the present value of the lease as the rate implicit in the lease is typically not readily determinable.
F-71
Note 1 - Summary of Significant Accounting Policies (Continued)
Recently Adopted Accounting Standards (Continued)
Leases (Continued)
Short-term leases (leases with an initial term of 12 months or less or leases that are cancellable by the lessee and lessor without significant penalties) are not recorded on the consolidated balance sheet and are expensed on a straight-line basis over the term of the lease. The majority of the Companys short-term leases relate to certain property and delivery equipment. These leases are entered into at agreed upon hourly, daily, weekly, or monthly rental rates for an unspecified duration and typically terminate for convenience provision. Such equipment leases are considered short-term in nature unless it is reasonably certain that the equipment will be leased for a term greater than 12 months.
Note 2 - Property and Equipment
Property and equipment are comprised of the following at:
|
|
|
|
|
December 31, 2019
|
|
June 30, 2019
|
Vehicles
|
$ 157,476
|
|
$ 74,755
|
Equipment
|
6,645
|
|
5,000
|
Furniture and fixtures
|
30,235
|
|
12,598
|
|
194,356
|
|
92,353
|
Accumulated depreciation
|
(108,915)
|
|
(65,588)
|
|
|
|
|
Property and equipment, net
|
$ 85,441
|
|
$ 26,765
|
Note 3 - Line of Credit
The Company has a $1,250,000 line of credit at December 31, 2019 and June 30, 2019 bearing interest at prime plus 0.5% (5.25% at December 31, 2019 and 6.00% at June 30, 2019) which expires on May 15, 2020. The line of credit is collateralized by certain real estate owned by a family member of a stockholder, 850,000 shares of the Company's common stock owned by two stockholders, personal guarantees of two stockholders, and a key man life insurance policy. A minimum average bank balance of $50,000 is required as part of the line of credit agreement. The outstanding balance was $1,230,450 and $1,230,550 at December 31, 2019 and June 30, 2019, respectively.
F-72
Notes 4 - Notes Payable
Long Term Notes Payable
The Company's long-term notes payable obligations to unrelated parties are as follows at:
|
|
|
|
|
December 31, 2019
|
|
June 30, 2019
|
Note payable with a bank bearing interest at 3.10% and maturing on May 31, 2020. The note is guaranteed by a stockholder and collateralized by a certificate of deposit owned by a related party.
|
|
|
|
|
|
|
|
|
$ 274,900
|
|
$ 274,900
|
|
|
|
|
Unsecured note payable with a financial institution that has a maximum borrowing of $150,000 with no expiration. A flat fee is charged on each draw and payments are auto-deducted monthly.
|
|
|
|
|
|
|
46,275
|
|
-
|
|
|
|
|
Operating lease liabilities for offices and warehouses with monthly installments of $18,080 (ranging from $4,530 to $1,413) over terms ranging from 2 to 3 years, expiring through December 2021.
|
124,264
|
|
-
|
|
|
|
|
Financing leases with a related party for delivery vehicles with monthly installments totaling $724 (ranging from $263 to $461), including interest (ranging from 4.5% to 4.75%), over 5-year terms expiring through July 2020. One of the financing leases was paid in full in July 2019 leaving one delivery vehicle financing lease remaining.
|
3,001
|
|
6,053
|
|
|
|
|
Financing lease with a finance company for delivery vehicle with monthly installments totaling $679 including interest at 8.99% over a 6 year term expiring in December 2025.
|
37,294
|
|
-
|
|
|
|
|
Total Notes Payable
|
485,734
|
|
280,953
|
|
|
|
|
Current Portion of Notes Payable
|
414,506
|
|
279,346
|
|
|
|
|
Long-term Portion of Notes Payable
|
$ 71,228
|
|
$ 1,607
|
F-73
Notes 4 - Notes Payable (Continued)
Long Term Notes Payable (Continued)
Future minimum principal payments on the long-term notes payable to unrelated parties are as follows:
|
|
Period ending December 31,
|
|
2020
|
$ 414,506
|
2021
|
43,928
|
2022
|
5,937
|
2023
|
6,493
|
2024
|
7,102
|
Thereafter
|
7,768
|
|
$ 485,734
|
F-74
Note 4 - Notes Payable (Continued)
Convertible Notes Payable
|
|
|
|
|
December 31, 2019
|
|
June 30, 2019
|
On January 16, 2019, the Company signed a convertible promissory note with an investor. The $382,000 note was issued at a discount of $38,200 and bears interest at 12% per year. The Company issued 92,271 common shares to the investor. The note principal and interest are convertible into shares of common stock at the lower of (a) 70% of the lowest traded price of the common stock during the 20 trading days immediately preceding the notice of conversion or (b) $3 per share, beginning in June 2019. The note matured in July 2019 and was converted to equity.
|
|
|
|
|
|
|
|
|
|
|
|
|
$ -
|
|
$ 382,000
|
|
|
|
|
On February 22, 2019, the Company signed a convertible promissory note with an investor. The $200,000 note was issued at a discount of $20,000 and bears interest at 5% per year. The note principal and interest are convertible into shares of common stock at the lower of (a) 70% of the lowest traded price of the common stock during the 20 trading days immediately preceding the notice of conversion or (b) $3 per share, beginning in August 2019. The note was paid in full by partial conversion to stock and proceeds from issuance of debt.
|
|
|
|
-
|
|
200,000
|
|
|
|
|
On March 28, 2019, the Company signed a convertible promissory note with an investor. The $225,000 note was issued at a discount of $20,000 and bears interest at 10% per year. The Company issued 25,000 common shares to the investor. Three draws of $56,250, $112,500, and $56,250 were borrowed under this note. The note principal and interest are convertible into shares of common stock at the lower of (a) 70% of the lowest traded price of the common stock during the 20 trading days immediately preceding the notice of conversion or (b) $3 per share, beginning in September 2019. The note has prepayment penalties ranging from 110% to 125% of the principal and interest outstanding if repaid within 60 to 180 days from issuance. The note matures in three intervals in March 2020, June 2020, and November 2020.
|
|
|
|
|
|
|
|
|
|
150,750
|
|
168,750
|
|
|
|
|
F-75
Note 4 - Notes Payable (Continued)
Convertible Notes Payable (Continued)
|
|
|
|
On April 1, 2019, the Company signed a convertible promissory note with an investor. The $225,000 note was issued at a discount of $25,000 and bears interest at 10% per year. The Company issued 25,000 shares to the investor. An initial draw of $100,000 was borrowed under this note.The note principal and interest are convertible into shares of common stock at the lower of (a) 70% of the lowest traded price of the common stock during the 20 trading days immediately preceding the notice of conversion. The note matures in April 2020. The note has prepayment penalties ranging from 110% to 125% of the principal and interest outstanding if repaid within 60 to 180 days from issuance. The note was paid in full by conversion to stock.
|
|
|
|
|
|
|
|
|
|
|
|
|
-
|
|
112,500
|
|
|
|
|
On April 29, 2019, the Company signed a convertible promissory note with an investor. The $1,325,000 note was issued at a discount of $92,750 and bears interest at 8% per year. The note principal and interest are convertible into shares of common stock at the lower of (a) 75% of the lowest traded price of the common stock during the 10 trading days immediately preceding the notice of conversion or (b) $2.75 per share. The note matures in April 2020. The note has prepayment penalties of 120% of the sum of the outstanding principal, plus accrued interest, plus defaulted interest, plus any additional principal, plus at the holder's option, any amounts owed to the holder pursuant to any other provision of the note. The note was paid in full with proceeds from issuance of debt and preferred stock.
|
|
|
|
|
|
|
|
|
|
-
|
|
1,325,000
|
|
|
|
|
On May 28, 2019, the Company signed a convertible promissory note with an investor. The $322,580 note was issued at a discount of $22,580 and bears interest at 8% per year. The note principal and interest are convertible into shares of common stock at the lower of (a) 75% of the lowest traded price of the common stock during the 10 trading days immediately preceding the notice of conversion or (b) $2.75 per share beginning in November 2019. The note matures in May 2020. The note has prepayment penalties of 120% of the principal and interest outstanding if repaid before 180 days from issuance. The note was partially repaid by a combination of conversion to stock and cash.
|
|
|
|
|
|
|
|
|
|
90,017
|
|
322,580
|
F-76
Note 4 - Notes Payable (Continued)
Convertible Notes Payable (Continued)
|
|
|
|
On June 18, 2019, the Company signed a convertible promissory note with an investor. The $366,120 note was issued at a discount of $27,120 and bears interest at 8% per year. The note principal and interest are convertible into shares of common stock at 75% of the lowest traded price of the common stock during the 10 trading days immediatelypreceding the notice of conversion. The note matures in May 2020. The note has prepayment penalties of 120% of the principal and interest outstanding if repaid before 180 days from issuance. The note was partially repaid by conversion to stock.
|
|
|
|
|
|
|
|
|
|
300,000
|
|
366,120
|
|
|
|
|
On July 2, 2019, the Company signed a convertible promissory note with an investor. The $165,000 note was issued at a discount of $16,500 and bears interest at 8% per year. The note principal and interest are convertible into shares of common stock at 75% of the lowest traded price of the common stock during the 10 trading days immediately preceding the notice of conversion. The note matures in July 2020. The note has prepayment penalties of 120% of the principal and interest outstanding if repaid before 180 days from issuance.
|
|
|
|
|
|
|
|
|
|
165,000
|
|
-
|
|
|
|
|
On August 15, 2019, 2019, the Company signed a convertible promissory note with an investor. The $225,000 note was issued at a discount of $15,000 and bears interest at 6% per year. The note principal and interest are convertible into shares of common stock at 75% of the lowest traded price of the common stock during the 10 trading days immediately preceding the notice of conversion. The note matures in August 2020. The note has prepayment penalties of 120% of the principal and interest outstanding if repaid before 180 days from issuance.
|
|
|
|
|
|
|
|
|
|
225,000
|
|
-
|
F-77
Note 4 - Notes Payable (Continued)
Convertible Notes Payable (Continued)
|
|
|
|
|
|
|
|
On August 6, 2019, the Company signed a convertible promissory note with an investor. The $220,000 note was issued at a discount of $20,000 and bears interest at 12% per year. The note principal and interest are convertible into shares of common stock at 75% of the lowest traded price of the common stock during the 10 trading days immediately preceding the notice of conversion. The note matures in August 2020. The note has prepayment penalties of 120% of the principal and interest outstanding if repaid before 180 days from issuance.
|
|
|
|
|
|
|
|
|
|
220,000
|
|
-
|
|
|
|
|
On August 29, 2019, the Company signed a convertible promissory note with an investor. The $234,726 note was issued at a discount of $16,376 and bears interest at 8% per year. The note principal and interest are convertible into shares of common stock at 75% of the lowest traded price of the common stock during the 10 trading days immediately preceding the notice of conversion. The note matures in August 2020. The note has prepayment penalties of 120% of the principal and interest outstanding if repaid before 180 days from issuance.
|
234,726
|
|
-
|
F-78
Note 4 - Notes Payable (Continued)
Convertible Notes Payable (Continued)
|
|
|
|
On September 27, 2019, the Company signed a convertible promissory note with an investor. The $225,000 note was issued at a discount of $13,500 and bears interest at 8% per year. The note principal and interest are convertible into shares of common stock at the lower of (a) 75% of the lowest traded price of the common stock during the 10 trading days immediately preceding the notice of conversion or (b) the lowest closing price during the preceding 10 trading days prior to the issue date of the note. The note matures in June 2020. The note has prepayment penalties between 110% and 125% of the principal and interest outstanding if repaid before 180 days from issuance.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
225,000
|
|
-
|
|
|
|
|
On November 18, 2019, the Company signed a convertible promissory note with an investor. The $55,000 note was issued at a discount of $5,000 and bears interest at 8% per year. The note principal and interest are convertible into shares of common stock at the lower of (a) 70% of the lowest traded price of common stock during the 15 trading days prior to the issue date or (b) 70% of the lowest traded price for the common stock during the 15 trading days prior to conversion of the note. The note matures in November 2020. The note has prepayment penalties between 115% and 125% of the principal and interest outstanding if repaid before 180 days from issuance.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
55,000
|
|
-
|
|
|
|
|
On November 18, 2019, the Company signed a convertible promissory note with an investor. The $110,000 note was issued at a discount of $10,000 and bears interest at 8% per year. The note principal and interest are convertible into shares of common stock at the lower of (a) 70% of the lowest traded price of common stock during the 15 trading days prior to the issue date or (b) 70% of the lowest traded price for the common stock during the 15 trading days prior to conversion of the note. The note matures in November 2020. The note has prepayment penalties between 115% and 125% of the principal and interest outstanding if repaid before 180 days from issuance.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
110,000
|
|
-
|
|
|
|
|
F-79
Note 4 - Notes Payable (Continued)
Convertible Notes Payable (Continued)
|
|
|
|
On December 11, 2019, the Company signed a convertible promissory note with an investor. The $220,430 note was issued at a discount of $15,430 and bears interest at 8% per year. The note principal and interest are convertible into shares of common stock at the lower of (a) $0.46 per share or (b) 75% of the lowest trading price of common stock during the 10 trading days prior to conversion beginning in June 2020. The note matures in December 2020. The note has prepayment penalties between 120% and 130% of the principal and interest outstanding if repaid before 180 days from issuance.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
220,430
|
|
-
|
|
|
|
|
On November 25, 2019, the Company signed a convertible promissory note with an investor. The $1,000,000 note was issued at a discount of $70,000 and bears interest at 8% per year. The note principal and interest up to $250,000 every 30-day calendar period are convertible into shares of common stock at the lower of (a) 75% of the lowest traded price of the common stock during the 10 trading days immediately preceding the notice of conversion or (b) $0.46 per share. The note matures in November 2020. The note has a redemption premium of 115% of the principal and interest outstanding if repaid before maturity.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,000,000
|
|
-
|
|
|
|
|
Total Convertible Notes Payable
|
2,995,923
|
|
2,876,950
|
|
|
|
|
Less: Unamortized original issue discounts
|
1,781,256
|
|
752,126
|
|
|
|
|
Current Portion of Convertible Notes Payable
|
1,214,667
|
|
2,124,824
|
|
|
|
|
Long-term Portion of Convertible Notes Payable
|
$ -
|
|
$ -
|
F-80
Note 4 - Notes Payable (Continued)
Convertible Notes Payable (Continued)
The original issue discount is being amortized over the terms of the convertible notes using the effective interest method. During the three and six months ended December 31, 2019, the Company amortized $156,456 and $216,724, respectively, of debt discounts to interest expense and $579,920 and $808,853, respectively, to interest accretion. There was no amortization of debt discounts during the three or six months ended December 31, 2018.
Convertible notes are subordinate to the bank debt of the Company.
Accrued but unpaid interest on the notes is convertible by the lender into, and payable by the Company in common shares at a price per common share equal to the most recent closing price of the Companys common shares prior to the delivery to the Company of a request to convert interest, or the due date of interest, as applicable. Interest, when due, is payable either in cash or common shares.
The conversion features meet the definition of a derivative liability instrument because the conversion rate is variable and therefore does not meet the fixed-for-fixed criteria outlined in ASC 815-40-15. As a result, the conversion features of the notes are recorded as a derivative liability at fair value and marked-to-market each period with the changes in fair value each period charged or credited to other income (expense).
Warrants
The Company issued common stock and warrants as consideration for the convertible notes. The warrants contain certain anti-dilutive clauses that are accounted for as financial derivatives. The warrants meet the definition of a derivative liability instrument because the exercise price is variable and therefore does not meet the fixed-for-fixed criteria outlined in ASC 815-40-15. As a result, the value of the unexercised warrants are recorded as a derivative liability at fair value and marked-to-market each period with the changes in fair value each period charged or credited to other income (expense). Unexercised warrants to purchase 84,373 shares of common stock are outstanding at December 31, 2019 and June 30, 2019. All outstanding warrants have an original exercise prices of $4 per share, contain anti-dilution price protection clauses, and expire 36 months from issue date. The anti-dilution clause was triggered for outstanding warrants, which now have an exercise price of $1.325 per share. As of December 31, 2019, outstanding warrants expire between March 2022 and November 2022.
Note 5 Fair Value Measurements
The Company classifies financial assets and liabilities as held-to-maturity, loans and receivables or other financial liabilities depending on their nature. Financial assets and financial liabilities are recognized at fair value on their initial recognition.
F-81
Note 5 Fair Value Measurements (Continued)
The Company measures the fair value of financial assets and liabilities based on U.S. GAAP guidance which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements.
The following table presents information about the assets and liabilities that are measured at fair value on a recurring basis at December 31, 2019 and June 30, 2019 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. In general, fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical instruments. Fair values determined by Level 2 inputs utilize data points that are observable such as quoted prices, interest rates, and yield curves. Fair values determined by Level 3 inputs are unobservable data points for the financial instrument, and included situations where there is little, if any, market activity for the instrument:
|
|
|
|
|
|
|
|
|
At December 31, 2019
|
|
|
|
|
|
|
|
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
Assets:
|
|
|
|
|
|
|
|
|
|
Anti-dilutive nature of employment agreement
included in goodwill
|
$ 235,350
|
|
$ -
|
|
$ -
|
|
$ 235,350
|
|
|
|
|
|
|
|
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
Original issue discount, convertible debt
|
$ 638,000
|
|
$ -
|
|
$ -
|
|
$ 638,000
|
|
Derivative liability, warrants
|
33,312
|
|
-
|
|
-
|
|
33,312
|
Total:
|
|
$ 671,312
|
|
$ -
|
|
$ -
|
|
$ 671,312
|
|
|
|
|
|
|
|
|
|
At June 30, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities:
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Original issue discount, convertible debt
|
$ 979,569
|
|
$ -
|
|
$ -
|
|
$ 979,569
|
|
Derivative liability, warrants
|
46,375
|
|
-
|
|
-
|
|
46,375
|
Total:
|
|
$ 1,025,944
|
|
$ -
|
|
$ -
|
|
$ 1,025,944
|
The Company measures the fair market value of the Level 3 components using the Monte Carlo model and projected discounted cash flows, as appropriate. These models are prepared by an independent third party and consider managements best estimate of the conversion price of the stock, an estimate of the expected time to conversion, an estimate of the stock volatility, and the risk-free rate of return expected for an instrument with a term equal to the duration of the convertible note.
F-82
Note 5 Fair Value Measurements (Continued)
The derivative liability was valued using the Monte Carlo pricing model with the following inputs at December 31, 2019 and June 30, 2019:
|
|
|
At December 31, 2019
|
|
|
Risk-free interest rate:
|
1.86%
|
|
Expected dividend yield:
|
0.00%
|
|
Expected stock price volatility:
|
160.00%
|
|
Expected option life in years:
|
1.83 years
|
|
|
|
At June 30, 2019
|
|
|
Risk-free interest rate:
|
1.72% - 2.83%
|
|
Expected dividend yield:
|
0.00%
|
|
Expected stock price volatility:
|
180.00%
|
|
Expected option life in years:
|
2.80 - 3.00 years
|
|
|
|
The following table sets forth a reconciliation of changes in the fair value of the Companys convertible debt components classified as Level 3 in the fair value hierarchy at December 31, 2019:
|
|
Balance at June 30, 2019
|
$ 1,025,944
|
Additional convertible securities at inception
|
1,823,000
|
Settlement of conversion features and warrants
|
(152,374)
|
Realized
|
(227,903)
|
Unrealized
|
(1,797,355)
|
Balance at December 31, 2019
|
$ 671,312
|
F-83
Note 6 - Related Party Transactions
Notes Payable
|
|
|
|
|
December 31, 2019
|
|
June 30, 2019
|
Note payable to a stockholder in which the $200,000 principal plus $10,000 of interest was payable in December 2019. Borrowings under the note increased and the maturity was extended to November 2021. The note bears interest at 6% and is payable in cash or common stock, at the Company's option. If interest is paid in common stock, the conversion price will be the market price at the time of conversion. Principal on the note at maturity is convertible into 400,000 shares of Series D Preferred Stock. If principal is paid prior to maturity, the right of conversion is terminated.
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 400,000
|
|
$ 200,000
|
|
|
|
|
Fair value of unsecured notes payable to seller of Concepts and Solutions, a related party, bearing interest at 3% per year, payable in annual installments through November 30, 2021. Payments are subject to adjustment based on the achievement of minimum gross revenues and successful completion of certain pre-acquistion withholding tax issues of Concepts and Solutions.
|
1,073,467
|
|
-
|
|
|
|
|
F-84
Note 6 - Related Party Transactions (Continued)
Notes Payable (Continued)
|
|
|
|
Note payable to a stockholder in which the note principal plus 6% interest is payable in November 2021. Interest is payable in cash or common stock, at the holders option. If interest is paid in common stock, the conversion price will be the market price at the time of conversion. Principal on the note at maturity is convertible into 1,000,000 shares of Series D Preferred Stock. If principal is paid prior to maturity, the right of conversion is terminated.
|
1,000,000
|
|
-
|
|
|
|
|
Note payable to a stockholder in which the note principal plus 6% interest is payable in November 2021. Interest is payable in cash or common stock, at the Company's option. If interest is paid in common stock, the conversion price will be the market price at the time of conversion. Principal on the note at maturity is convertible into 200,000 shares of Series D Preferred Stock. If principal is paid prior to maturity, the right of conversion is terminated.
|
200,000
|
|
-
|
|
|
|
|
Total Related Party Notes Payable
|
2,673,467
|
|
200,000
|
|
|
|
|
Current Portion of Convertible Notes Payable
|
1,223,467
|
|
200,000
|
|
|
|
|
Long-term Portion of Convertible Notes Payable
|
$ 1,450,000
|
|
$ -
|
Future maturities of notes payable are as follows:
|
|
|
Period ending December 31,
|
|
2020
|
|
$ 1,223,467
|
2021
|
|
1,450,000
|
|
|
$ 2,673,467
|
F-85
Note 6 - Related Party Transactions (Continued)
Leases
The Company leases property used in operations from a related party under terms of an operating lease. The term of the lease expires on December 31, 2021. The monthly lease payment is $1,500 plus maintenance and property taxes, as defined in the lease agreement. Operating lease expense for this lease totaled $4,500 and $9,000 for the three and six months ended December 31, 2019, respectively. Rent expense for this lease totaled $17,146 and $20,134 for the three and six months ended December 31, 2018, respectively.
The Company leases vehicles from related parties under financing leases. The Company is paying the lease payments directly to the creditors, rather than the lessor. The leased vehicles are used in operations for deliveries and installations.
Other Agreements
A related party collateralizes the Companys short-term note with a CD in the amount of $274,900, held at the same bank. The related party will receive a $7,500 collateral fee for this service (see Note 4).
Note 7 - Lease Agreements
Financing Lease Agreements
Financing lease agreements for delivery vehicles (disclosed in Note 4) requiring monthly payments totaling $724 (ranging from $263 to $461), including interest (ranging from 4.5% to 4.75%), over 5-year terms expiring through July 2020. One of the financing leases was paid in full during July 2019 leaving one delivery vehicle financing lease remaining.
In December 2019, the Company entered into a financing lease for a vehicle (disclosed in Note 4) requiring monthly payments of $679, including interest at 8.99% over a 6-year term expiring in December 2025.
Operating Lease Agreements
The Company leases facilities for offices, assembly and warehousing. The Company determines whether a contract is a lease or contains a lease at inception date. Upon commencement, the Company recognizes a right-of-use asset and lease liability based on the net present value of the future minimum lease payments over the lease term at the commencement date. As the Companys leases typically do not provide an implicit rate, the Companys lease liabilities are measured on a discounted basis using the Company's incremental borrowing rate. Lease terms used in the recognition of right-of-use assets and lease liabilities include only options to extend the lease that are reasonably certain to be exercised. The consolidated balance sheets do not include recognized assets or liabilities for leases that, at the commencement date, have a term of twelve months or less and do not include an option to purchase the underlying asset that is reasonably certain to be exercised. The Company recognizes such leases in the consolidated statements of income on a straight-line basis over the lease term.
F-86
Note 7 - Lease Agreements (Continued)
We regularly evaluate renewal options and when they are reasonably certain of exercise, we include the renewal period in our lease term.
The Companys operating lease cost for the three and six months ended December 31, 2019 was $24,074 and 66,794, respectively. Cash paid for operating lease liabilities approximated operating lease cost for the three and six months ended December 31, 2019.
Operating lease right-of-use assets and operating lease liabilities were as follows:
|
|
|
Right-of-use assets:
|
|
|
Operating right-of-use asset
|
$ 124,264
|
|
|
|
Operating lease liabilities:
|
|
|
Current portion
|
$ 85,764
|
|
Long term portion
|
38,500
|
|
|
|
|
Total operating lease liabilities
|
$ 124,264
|
As of December 31, 2019, operating lease maturities are as follows:
|
|
|
|
Period ending December 31,
|
|
|
2020
|
$ 85,764
|
|
2021
|
38,500
|
|
|
$ 124,264
|
As of December 31, 2019, the weighted average remaining lease term was 1.75 years.
F-87
Note 8 - Equity
During July and August 2019, the Company issued 475,000 common shares for professional consulting services. These shares were valued at $1,203,300 upon issuance.
During August 2019, the Company issued 347,397 common shares for debt reduction. These shares were valued at $619,103 upon issuance.
During August and September 2019, the Company settled conversion features on convertible notes. These conversions were valued at $149,374 at conversion.
During September 2019, the Company issued 644,709 common shares to warrant holders in two cashless transactions.
During September 2019, the Company issued 44,511 common shares in lieu of compensation. These shares were valued at $44,511 upon issuance.
During September 2019, the Company issued 80,000 common shares for professional consulting services. These shares were valued at $80,000 upon issuance.
During September 2019, the Company issued 1,350,000 common shares for the acquisition of Concepts and Solutions. These shares were valued at $1,485,000 upon issuance.
During September 2019, the Company issued 397,864 common shares for debt reduction. These shares were valued at $408,662 upon issuance.
During October 2019, the Company issued 521,557 common shares for professional services. These shares were valued at $403,602 upon issuance.
During October 2019, the Company issued 833,572 common shares for debt reduction. These shares were valued at $478,734 upon issuance.
F-88
Note 8 Equity (Continued)
During October 2019, the Company issued 583,670 common shares to warrant holders in three cashless transactions.
During October 2019, the Company settled conversion features on convertible notes. These conversions were valued at $3,000 at conversion.
During November 2019, the Company issued 45,000 common shares for professional services. These shares were valued at $19,800 upon issuance.
During November 2019, the Company issued 1,194,157 common shares for debt reduction. These shares were valued at $429,515 upon issuance.
During November 2019, the Company issued 500,000 common shares for debt reduction. These shares were valued at $220,000 upon issuance.
During December 2019, the Company issued 908,355 common shares for professional services. These shares were valued at $256,478 upon issuance.
During December 2019, the Company issued 25,000 common shares for commitment shares on convertible debt. These shares were valued at $7,000 upon issuance.
On November 14, 2019, 1,000,000 preferred shares Series D were authorized by management. The shares are non-voting, and convertible into 20% of all outstanding shares of common stock at the time of conversion. Conversion is mandatory after eighteen months from the issue date of the Series D shares.
F-89
Note 8 Equity (Continued)
In November 2019, the Company issued 500,000 shares of Class E preferred stock to an investor in exchange for the extinguishment of convertible debt and warrants. These shares were valued at $500,000 upon issuance during the three months ended December 31, 2019.
See the capital structure section in Note 1 for disclosure of the equity components included in the Companys consolidated financial statements.
Note 9 - Income Taxes
The Companys effective tax rate differed from the federal statutory income tax rate for the three and six months ended December 31, 2019 and 2018 as follows:
|
|
|
Federal statutory rate
|
|
21%
|
State tax, net of federal tax effect
|
|
5.75%
|
Valuation allowance
|
|
-27%
|
Effective tax rate
|
|
0%
|
The Company had no federal or state income tax (benefit) for the three or six months ended December 31, 2019 or 2018.
The Companys deferred tax assets and liabilities as of December 31, 2019 and June 30, 2019, are summarized as follows:
|
|
|
|
|
December 31, 2019
|
|
June 30, 2019
|
Deferred tax assets
|
$ 3,886,600
|
|
$ 2,980,100
|
Less valuation allowance
|
(3,886,600)
|
|
(2,980,100)
|
Deferred tax liabilities
|
-
|
|
-
|
|
-
|
|
-
|
|
|
|
|
Deferred tax assets
|
1,128,600
|
|
866,300
|
Less valuation allowance
|
(1,128,600)
|
|
(866,300)
|
Deferred tax liabilities
|
-
|
|
-
|
|
-
|
|
-
|
Net Deferred Tax Assets
|
$ -
|
|
$ -
|
F-90
Note 9 - Income Taxes (Continued)
In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred taxes is dependent upon the generation of future taxable income during the periods in which those temporary differenced become deductible. Management considers projected future taxable income and tax planning strategies in making this assessment.
The Companys deferred tax assets are primarily comprised of net operating losses (NOL) that give rise to deferred tax assets. The net operating loss carryforwards expire from 2020 to 2039 with some providing an indefinite carryforward benefit. There is no tax benefit for goodwill impairment, which is permanently non-deductible for tax purposes. Additionally, due to the uncertainty of the utilization of net operating loss carry forwards, a valuation allowance equal to the net deferred tax assets has been recorded.
The significant components of net deferred tax assets as of December 31, 2019 and June 30, 2019, are as follows:
|
|
|
|
|
|
|
December 31, 2019
|
|
June 30, 2019
|
Net operating loss carryforwards
|
$ 4,974,800
|
|
$ 3,826,100
|
Valuation allowance
|
(5,015,200)
|
|
(3,846,400)
|
Property and equipment
|
(23,800)
|
|
(7,100)
|
Inventory allowance
|
5,400
|
|
5,400
|
Allowance for bad debts
|
31,600
|
|
-
|
Warranty accrual
|
27,200
|
|
22,000
|
|
|
|
|
|
|
Net Deferred Tax Assets
|
$ -
|
|
$ -
|
As of December 31, 2019, the Company does not believe that it has taken any tax positions that would require the recording of any additional tax liability nor does it believe that there are any unrealized tax benefits that would either increase or decrease within the next twelve months. As of December 31, 2019, the Companys income tax returns generally remain open for examination for three years from the date filed with each taxing jurisdiction.
F-91
Note 10 - Commitments, Contingencies, and Concentrations
Contingencies
Certain conditions may exist as of the date the consolidated financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. The Companys management and its legal counsel assess such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Companys legal counsel evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein. If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Companys consolidated financial statements. If the assessment indicates that a potentially material loss contingency is not probable, but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material, would be disclosed.
On September 4, 2019, the Company recorded a pre-acquisition liability for approximately $591,000 relative to unpaid payroll tax liabilities and associated penalties and fees of Concepts and Solutions.
Concentrations
Galaxy contracts the manufacturer of its products with overseas suppliers. The Companys sales could be adversely impacted by a suppliers inability to provide Galaxy with an adequate supply of inventory.
Galaxy has four customers that accounted for approximately 64% and 79% of accounts receivable at December 31, 2019 and June 30, 2019, respectively. Galaxy has two customers that accounted for approximately 81% and 40% of total revenue for the three and six months ended December 31, 2019, respectively. The Company had two customers that accounted for approximately 78% and three customers that accounted for approximately 80% of revenues for the three and six months ended December 31, 2018, respectively.
F-92
Note 11 - Material Agreements
Consulting Agreement
A consulting agreement was renewed in May 2019 with monthly payment terms of $15,000 and 450,000 shares of common stock upon execution of the renewal. In addition, it was noted that the Company owed the consultant 210,000 shares under the original consulting agreement due to an anti-dilution clause in the agreement. The Company issued 210,000 shares for services in July 2019 in satisfaction of the $400,000 accrued liability for the consulting services. The Company paid the consultant $15,000 for the three and six months ended December 31, 2019, respectively, and $102,000 and $213,000 for the three and six months ended December 31, 2018 in fees and expenses for consulting services provided during the periods. The Company issued 450,000 shares under the Companys Stock Plan in May 2019 (Note 14), and 455,000 shares of common stock to the consultant in October 2019 for professional services (Note 8).
Consulting Agreement
The Company entered into a consulting agreement in May 2018 for advisory services such as maintaining ongoing stock market support such as drafting and delivering press releases and handling investor requests. The program will be predicated on accurate, deliberate and direct disclosure and information flow from the Company and dissemination to the appropriate investor audiences. In exchange for these consulting services provided, the advisor received $15,000 at contract inception, 10,000 shares of common stock and $4,000 monthly through April 2019. The contract expired in May 2019. The Company paid the consultants $0 in fees for the three and six months ended December 31, 2019 and $0 and $23,000 in fees and expenses for consulting services provided during the three and six months ended December 31, 2018, respectively.
Consulting Agreement
The Company entered into a consulting agreement in April 2018 for a period of six months for investor relations services such as blogs and newsletters, introduction to investment banks and online CEO quarterly conferences. In exchange for these consulting services provided, the advisor received $25,000 per month for four months and 25,000 shares of common stock. The Company paid the consultants $35,000 for the three and six months ended December 31, 2018. The agreement expired in October 2018.
Manufacturer and Distributorship Agreement
On September 15, 2018, the Company signed an agreement with a company in China for the manufacturing of Galaxys SLIM series of interactive panels. The manufacturer agreed to manufacture, and the Company agreed to be the sole distributor of the interactive panels in the United States for a term of two years. The agreement includes a commitment by Galaxy to purchase $2 million of product during the first year beginning September 2018. If the minimum purchase is not met, the manufacturer can require the Company to establish a performance improvement plan, and the manufacturer has the right to terminate the agreement. The payment terms are 20% in advance, 30% after the product is ready to ship, and the remaining 50% 45 days after receipt. The manufacturer provides Galaxy with the product, including a three year manufacturers warranty from the date of shipment. The agreement renews automatically in two year increments unless three months notice is given by either party.
F-93
Note 11 - Material Agreements (Continued)
Agency Agreement
Effective December 11, 2018, the Company entered into a 12 month contract with an agent to raise capital. The agent receives a finders fee ranging from 4% to 8% relative to the amount of capital raised, plus restricted shares in an amount equal to 4% of capital raised, if successful. The Agreement contains an option to extend the contract term for an additional six months. The Company paid $11,600 in fees during the three and six months ended December 31, 2019. No fees were paid under this agreement during the three and six months ended December 31, 2018. The Company issued 212,990 shares of common stock in December 2019 for these agency services (Note 8).
Financial Advisory Engagement
Effective June 4, 2019, the Company engaged a financial advisor to act as the Companys exclusive financial advisor, lead managing underwriter and sole book running manager and investment banker in connection with a proposed offering. The engagement period of the agreement is June 4, 2019 to May 31, 2020. The Company paid $0 in fees during the three and six months ended December 31, 2019. No fees were paid under this agreement during the three and six months ended December 31, 2018. The Company issued 250,000 shares to the financial advisor for services in July 2019 (Note 8).
Business Development and Marketing Agreement
Effective June 10, 2019, the Company entered into a three month contract for certain advisory and consulting services. The Company will issue 15,000 shares and pay $20,000 per month under the terms of the agreement. The Company paid $71,000 and $240,300 in fees during the three and six months ended December 31, 2019, respectively. No fees were paid under this agreement during the three and six months ended December 31, 2018. The Company issued 60,000 shares to the consultant for consulting services in July and September 2019. The Company issued 45,000 shares to the consultant for consulting services in November 2019 (Note 8).
Capital Transaction Services Agreement
Effective June 28, 2019, the Company entered into a three month contract for capital raise advisory and consulting services. The Company pays $3,500 per month under the terms of this agreement, which is payable upon the successful closing of a capital raise. The Company paid $3,500 upon signing of the agreement. The agreement renews automatically unless either party provided notice of cancellation. The Company paid $3,500 in fees during the three and six months ended December 31, 2019. No fees were paid for the three and six months ended December 31, 2018.
F-94
Note 11 - Material Agreements (Continued)
Consulting Agreement
On May 1, 2019, the Company engaged an advisor to provide consulting services under an Investor Relations and Advisory Agreement. The Company pays $8,000 per month under this agreement in the form of $2,000 cash and a restricted common stock monthly fee of $6,000 in advance of services each month. The number of shares issued is calculated based on the closing price of the Companys common shares on the first day of the month. The shares do not have registration rights, and the shares may be sold by the advisor, subject to Rule 144. The Company paid $4,000 and $18,000 in fees during the three and six months ended December 31, 2019, respectively. No fees were paid under this agreement during the three or six months ended December 31, 2018. The Company issued 52,508 common shares during December 2019 (Note 8).
Consulting Agreement
On August 1, 2019, the Company engaged an advisor to provide consultation services related to research and development for a one-year period. Under the terms of the agreement, the Company issued 35,000 common shares in advance of the services performed. The shares were valued at $35,000 on the date of issuance.
Employment Agreement
The Company signed a two year employment agreement with the former owner of Concepts and Solutions as a part of the acquisition. The agreement provides an annual salary of $185,000 per year and a 15% bonus. The agreement contains an anti-dilution clause for the maintenance of 8% ownership in Galaxy. The agreement was cancelled in January 2020.
Consulting Agreement
On October 1, 2019, the Company engaged an advisor to provide management consulting, business advisory, shareholder information, and public relations consulting services. The agreement is for one year and will automatically renew unless either party provides notice of cancellation. Under the terms of the agreement, the Company will issue the consultant 50,000 shares each quarter for a total of 200,000 shares. The Company paid $29,800 to the advisor during the three and six months ended December 31, 2019. No fees were paid under this agreement during the three or six months ended December 31, 2018. The Company issued 50,000 common shares upon execution of the agreement during the three month period ended December 31, 2019 (Note 8).
Consulting Agreement
On October 1, 2019, the Company engaged an advisor to provide general business consultation and advice. The agreement is for one year with the option of renewal at the end of the initial term. The Company issued 642,857 shares of common stock in advance of the services performed during the three month period ended December 31, 2019 (Note 8).
F-95
Note 12 - Reverse Acquisition and Subsequent Sale of Entertainment
On June 22, 2018, Galaxy consummated a reverse triangular merger whereby Galaxy merged with and into FLCRs newly formed subsidiary, Galaxy MS, Inc. which was formed specifically for the transaction. Under the terms of the merger, Galaxys shareholders transferred all their outstanding shares of common stock to Galaxy MS, in return for FLCRs Series C Preferred Shares, which were equivalent to approximately 3,065,000,000 shares of the common stock of FLCR on a pre-reverse stock split basis. This represented approximately 89% of the outstanding common stock of FLCR, with the remaining 11% of common stock was distributed as follows: (a) an ownership interest of seven percent (7%) to the holders of common stock, pro rata; and (b) four percent (4%) of the common stock to the holders of convertible debt, pro rata.
Concurrent with the reverse triangular merger, the Company applied pushdown accounting. Therefore, the consolidated financial statements after completion of the reverse merger include the assets, liabilities, and results of operations of Galaxy and FLCR from and after the closing date of the reverse merger, with only certain aspects of pre-consummation stockholders equity remaining in the consolidated financial statements.
======================================================================
GALAXY NEXT GENERATION, INC.
4,000,000 SHARES OF COMMON STOCK
PROSPECTUS
APRIL 6, 2020
Through and including May 1, 2020 (25 days after commencement of this offering), all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers obligation to deliver a prospectus when acting as an underwriter and with respect to their unsold allotments or subscriptions.