ITEM 1. UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AND FOOTNOTES
The following unaudited condensed consolidated financial statements are included herein:
| |
Condensed Consolidated Balance Sheets as of March 31, 2022 (unaudited) and June 30, 2021 (audited)
| 3
|
Condensed Consolidated Statements of Operations for the Three and Nine Months Ended March 31, 2022 and 2021 (unaudited)
| 4
|
Condensed Consolidated Statement of Changes in Stockholders' Equity (Deficit) for the Nine Months Ended March 31, 2022 (unaudited)
| 5
|
Condensed Consolidated Statement of Changes in Stockholders' Equity (Deficit) for the Nine Months Ended March 31, 2021 (unaudited)
| 6
|
Condensed Consolidated Statements of Cash Flows for the Nine Months Ended March 31, 2022 and 2021 (unaudited)
| 7-8
|
Notes to the Condensed Consolidated Financial Statements (unaudited)
| 9-24
|
-2-
| | | | | | | | |
GALAXY NEXT GENERATION, INC.
|
Condensed Consolidated Balance Sheets
|
|
|
|
|
| March 31, 2022
|
| June 30, 2021
|
Assets
| (Unaudited)
|
| (Audited)
|
Current Assets
|
|
|
|
Cash
| $ 479,623
|
| $ 541,591
|
Accounts receivable, net
| 659,101
|
| 866,091
|
Inventories, net
| 946,987
|
| 3,267,667
|
Other current assets
| 3,950
|
| 3,950
|
Total Current Assets
| 2,089,661
|
| 4,679,299
|
|
|
|
|
Property and Equipment, net (Note 2)
| 359,463
|
| 86,812
|
Intangibles, net (Notes 1 and 12)
| 1,475,989
|
| 1,516,815
|
Goodwill (Note 1)
| 834,220
|
| 834,220
|
Operating right of use asset (Note 7)
| 158,829
|
| 208,051
|
Total Assets
| $ 4,918,162
|
| $ 7,325,197
|
|
|
|
|
Liabilities and Stockholders' Equity (Deficit)
|
|
|
|
Current Liabilities
|
|
|
|
Line of credit (Note 3)
| |
| $ 991,598
|
Derivative liability, convertible debt features (Note 5)
| |
| 1,842,000
|
Current portion long term notes payable (Note 4)
| 2,011,550
|
| 552,055
|
Accounts payable
| 627,212
|
| 830,433
|
Accrued expenses
| 823,788
|
| 213,772
|
Deferred revenue
| |
| 453,862
|
Short term portion of related party notes and payables (Note 6)
| 1,238,443
|
| 3,471,755
|
Total Current Liabilities
| 4,700,993
|
| 8,355,475
|
Noncurrent Liabilities
|
|
|
|
Related party notes payable, less current portion (Note 6)
| 279,124
| | |
Notes payable, less current portion (Note 4)
| 316,295
|
| 405,007
|
Total Liabilities
| 5,296,412
|
| 8,760,482
|
|
|
|
|
Stockholders' Equity (Deficit)
|
|
|
|
Common stock
| 320,964
|
| 280,744
|
Preferred stock- Series E, non-redeemable
| | | 50
|
Preferred stock - Series F, non-redeemable
| 11
|
| |
Additional paid-in-capital
| 51,110,420
|
| 46,215,049
|
Accumulated deficit
| (51,809,645)
|
| (47,931,128)
|
Total Stockholders' Equity (Deficit)
| (378,250)
|
| (1,435,285)
|
|
|
|
|
Total Liabilities and Stockholders' Equity (Deficit)
| $ 4,918,162
|
| $ 7,325,197
|
See accompanying notes to the condensed consolidated financial statements (unaudited).
-3-
GALAXY NEXT GENERATION, INC.
Condensed Consolidated Statements of Operations (Unaudited)
| | | | | |
| | | | | |
| For the Three Months
|
| For the Nine Months
|
| Ended March 31,
|
| Ended March 31,
|
| 2022
| 2021
|
| 2022
| 2021
|
Revenues
| $ 1,268,447
| $ 777,457
| | $ 3,857,273
| $ 2,754,463
|
Cost of Sales
| 1,015,843
| 356,731
| | 2,882,705
| 1,660,971
|
| | | | | |
Gross Profit
| 252,604
| 420,726
| | 974,568
| 1,093,492
|
| | | | | |
General and Administrative Expenses
| | | | | |
Stock compensation and stock issued for services
| 78,102
| 2,350
| | 110,852
| 2,778,550
|
Impairment expense (Note 1)
| | | | 46,869
| |
General and administrative
| 1,126,705
| 1,697,410
| | 3,627,953
| 4,347,555
|
Total General and Administrative Expenses
| 1,204,807
| 1,699,760
| | 3,785,674
| 7,126,105
|
Loss from Operations
| (952,203)
| (1,279,034)
| | (2,811,106)
| (6,032,613)
|
| | | | | |
Other Income (Expense)
| | | | | |
Other income, net
| 2,000
| 141,017
| | 7,878
| 141,017
|
Expenses related to convertible notes payable:
| | | | | |
Change in fair value of derivative liability
| | 343,000
| | 1,842,000
| (3,153,583)
|
Interest accretion
| (25,370)
| | | (49,660)
| (766,603)
|
Interest expense related to Equity Purchase
Agreement (Note 11)
| | (1,805,687)
| | (2,143,500)
| (6,807,587)
|
Interest expense
| (101,766)
| (289,585)
| | (724,129)
| (7,173,779)
|
| | | | | |
Total Other Income (Expense)
| (125,136)
| (1,611,255)
| | (1,067,411)
| (17,760,535)
|
| | | | | |
Net Loss before Income Taxes
| (1,077,399)
| (2,890,289)
| | (3,878,517)
| (23,793,148)
|
| | | | | |
Income taxes (Note 9)
| | | | | |
| | | | | |
Net Loss
| $ (1,077,339)
| $ (2,890,289)
| | $ (3,878,517)
| $ (23,793,148)
|
| | | | | |
Net Basic and Fully Diluted Loss Per Share
| $ (0.0636)
| $ (0.2048)
| | $ (0.2325)
| $ (2.1424)
|
| | | | | |
Weighted average common shares outstanding
| | | | | |
Basic
| 16,939,276
| 14,144,032
| | 16,679,847
| 11,106,013
|
Fully diluted
| 16,945,205
| 16,939,839
| | 16,683,828
| 17,165,665
|
See accompanying notes to the condensed consolidated financial statements (unaudited).
-4-
| | | | | | |
GALAXY NEXT GENERATION, INC.
|
Consolidated Statement of Changes in Stockholders' Equity (Deficit)
|
Nine Months Ended March 31, 2022
|
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Common Stock (1)
|
| Preferred Stock Series E
|
| Preferred Stock Series F
|
| Additional
|
| |
| Total
|
| Shares
|
| Amount
|
| Shares
| Amount
|
| Shares
| Amount
|
| Paid-in
Capital
|
| Accumulated Deficit
|
| Stockholders' Deficit
|
Balance July 1, 2021
| 15,699,414
| | $280,744
| | 500,000
| $ 50
| | | | | $46,215,049
| | $(47,931,128)
| | $(1,435,285)
|
| | | | | | | | | | | | | | | |
Common Stock issued for services
| 73,517
| | 1,470
| | -
| -
| | -
| -
| | 109,382
| | -
| | 110,852
|
|
| |
| |
|
| |
|
| |
| |
| |
|
Common stock issued under Equity Purchase Agreement
| 1,625,000
| | 32,500
| | -
| -
| | -
| -
| | 2,611,000
| | -
| | 2,643,500
|
|
| |
| |
|
| |
|
| |
| |
| |
|
Preferred Series F issued in exchange for debt
| | | | | -
| -
| | 11,414
| 11
| | 1,824,989
| | -
| | 1,825,000
|
|
| |
| |
|
| |
|
|
|
| |
| |
|
Retirement of Preferred Series E
| | | | | (500,000)
| (50)
| | -
| -
| | -
| | -
| | (50)
|
| | |
| |
|
| |
|
| |
| |
| |
|
Commitment shares issued
| 312,500
| | 6,250
| | -
| -
| | -
| -
| | 350,000
| | -
| | 356,250 |
| | | | | | | | | | | | | | | |
Cancellation of fractional shares of common stock resulting from reverse split (Note 1)
| (241,303)
| | -
| | -
| -
| | -
| -
| | -
| | -
| | -
|
| | | | | | | | | | | | | | | |
Consolidated net loss
| -
| | | | -
| -
| | -
| -
| | -
| | (3,878,517)
| | (3,878,517)
|
Balance, March 31, 2022
| 17,469,128
| | $320,964
| | | | | 11,414
| $11
| | $51,110,420
| | $(51,809,645)
| | $(378,250)
|
(1) All share amounts, including those in the accompanying notes, have been adjusted to reflect a 1:200 reverse split effective March 7, 2022.
See accompanying notes to the condensed consolidated financial statements (unaudited).
-5-
GALAXY NEXT GENERATION, INC.
| | | | | | |
Consolidated Statement of Changes in Stockholders' Equity (Deficit)
|
Nine Months Ended March 31, 2021
|
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Common Stock (1)
|
| Preferred Stock - Class E
|
| Additional
|
| Accumulated
|
| Total
Stockholders' |
| Shares
|
| Amount
|
| Shares
| Amount
|
| Paid-in Capital
|
| Deficit
|
| Deficit
|
Balance, July 1, 2020
| 3,140,196
| | $ 59,539
| | 500,000
| $ 50
| | $15,697,140
| | $ (23,496,792)
| | $ (7,740,063)
|
| | | | | | | | | | | | |
Common stock issued for services
| 529,000
| | 10,580
| | -
| -
| | 2,767,970
| | -
| | 2,778,550
|
| | | | | | | | | | | | |
Common stock issued for debt reduction
| 6,914,064
| | 138,281
| | -
| -
| | 12,892,954
| | -
| | 13,031,235
|
| | | | | | | | | | | | |
Issuance of common stock to warrant holders
| 1,248,961
| | -
| | -
| -
| | -
| | -
| | -
|
| | | | | | | | | | | | |
Commitment shares issued
| 287,500
| | 5,750
| | -
| -
| | 1,171,250
| | -
| | 1,177,000
|
| | | | | | | | | | | | |
Common stock issued under Equity Purchase Agreement
| 1,885,000
| | 37,700
| | -
| -
| | 8,254,700
| | -
| | 8,292,400
|
| | | | | | | | | | | | |
Common stock issued as collateral
| 250,000
| | -
| | -
| -
| | -
| | -
| | -
|
| | | | | | | | | | | | |
Common stock issued in acquisition
| 50,000
| | 1,000
| | -
| -
| | 150,000
| | -
| | 151,000
|
| | | | | | | | | | | | |
Consolidated net loss
| -
| | | | -
| -
| | -
| | (23,793,148)
| | (23,793,148)
|
Balance, March 31, 2021
| 14,304,721
| | $252,850
| | 500,000
| $ 50
| | $ 40,934,014
| | $ (47,289,940)
| | $ (6,103,026)
|
(1) All share amounts, including those in the accompanying notes, have been adjusted to reflect a 1:200 reverse split effective March 7, 2022.
See accompanying notes to the condensed consolidated financial statements (unaudited).
-6-
GALAXY NEXT GENERATION, INC.
| | | |
Consolidated Statements of Cash Flows
|
(Unaudited)
|
| Nine Months Ended March 31,
|
| 2022
|
| 2021
|
Cash Flows from Operating Activities
|
|
|
|
Net loss
| $ (3,878,517)
| | $ (23,793,148)
|
Adjustments to reconcile net loss to net cash used in operating activities:
| | |
Depreciation and amortization
| 387,421
| | 278,949
|
Amortization of convertible debt discounts
| 49,660
| | 265,953
|
Impairment expense
| 46,869
| | |
Change in fair value of derivative liability
| (1,842,000)
| | 3,827,600
|
Stock issued for services
| (1,350,217)
| | 2,789,130
|
Stock issued under Equity Purchase Agreement
| 2,676,000
| | 13,826,684
|
| | | |
Changes in assets and liabilities:
| | | |
Accounts receivable
| 206,990
| | (472,892)
|
Inventories
| 2,320,680
| | (1,260,363)
|
Intangibles
| (48,894)
| | |
Right of use assets
| 49,222
| | |
Accounts payable
| (203,221)
| | (1,979,801)
|
Accrued expenses
| 610,016
| | 62,253
|
Deferred revenue
| (453,862)
| | (318,778)
|
|
| |
|
Net cash used in operating activities
| (1,429,853)
| | (6,774,413)
|
| | | |
Cash Flows from Investing Activities
| | | |
Acquisition of business, net of cash
| | | 38,836
|
Capitalization of development costs
| (363,319)
| | (120,404)
|
Purchases of property and equipment
| (194,326)
| | |
| | | |
Net cash used in investing activities
| (557,645)
| | (81,568)
|
| | | |
Cash Flows from Financing Activities
| | | |
Proceeds from notes payable
| 500,000
| | 322,500
|
Principal payments on notes payable
| (217,546)
| | (1,878)
|
Payments on advances from stockholder, net
| (74,026)
| | (140,596)
|
Proceeds from convertible notes payable
| 1,075,000
| | 1,956,000
|
Payments on convertible notes payable
| | | (110,000)
|
Proceeds from convertible notes payable related party
| | | 543,613
|
Payments on line of credit, net
| (991,598)
| | (245,000)
|
Proceeds from sale of common stock under Equity Purchase Agreement
| 1,633,700
| | 4,851,333
|
|
| |
|
| | | |
Net cash provided by financing activities
| 1,925,530
| | 7,185,972
|
| | | |
Net Increase (Decrease) in Cash and Cash Equivalents
| (61,968)
| | 329,991
|
| | | |
Cash, Beginning of Period
| 541,591
| | 412,391
|
Cash, End of Period
| $ 479,623
| | $ 742,382
|
| | | |
-7-
| | | |
Supplemental and Non Cash Disclosures
| | | |
Noncash additions related to convertible debt
| $ 78,750
| | $ 228,020
|
| | | |
Cash paid for interest
| $ 54,756
| | $ 163,314
|
| | | |
Interest on shares issued under Equity Purchase Agreement
| $ 2,143,500
| | $ 6,807,587
|
| | | |
Related party note payable issued for acquisition of business
| | | $ 194,526
|
Acquisition of goodwill and intangibles
| | | $ 46,869
|
Stock issued for services
| $ 110,852
| | $ 2,778,550
|
| | | |
Property leased with financing lease
| $ 97,253
| | $ 25,317
|
| | | |
Change in fair value of derivatives
| $ 1,842,000
| | $ 3,895,991
|
| | | |
Common stock issued in exchange for convertible debt reduction
| | | $ 4,117,650
|
| | | |
Preferred stock issued in exchange for convertible debt reduction
| $ 1,825,000
| | |
See accompanying notes to the condensed consolidated financial statements (unaudited).
-8-
Note 1 - Summary of Significant Accounting Policies
Corporate History, Nature of Business, Mergers and Acquisitions
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. Galaxy's products include Galaxy's own private-label interactive touch screen panel as well as numerous other national and international branded peripheral and communication devices. New technologies like Galaxy's own touchscreen panels are sold along with renowned brands such as Google Chromebooks, Microsoft Surface Tablets, Lenovo and Acer computers, Verizon WiFi and more. Galaxy's distribution channel consists of approximately 37 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 Galaxy's 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.
Ehlert Solutions Group, Inc. ("Solutions") and Interlock Concepts, Inc. ("Concepts") are Arizona-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.
On October 15, 2020, Galaxy acquired the assets of Classroom Technologies Solutions, Inc. ("Classroom Tech") for consideration of (a) paying off a secured Classroom Tech loan, not to exceed the greater of 50% of the value of the Classroom Tech assets acquired or $120,000; (b) the issuance of a promissory note in the amount of $44,526 to a Classroom Tech designee; and (c) the issuance of 10 million shares of common stock to the seller of Classroom Tech. Classroom Tech provides cutting-edge presentation products to schools, training facilities, churches, corporations and retail establishments. Their high-quality solutions are customized to meet a variety of needs and budgets in order to provide the best in education and presentation technology. Classroom Tech direct-sources and imports many devices and components which allows the Company to be innovative, nimble, and capable of delivering a broad range of cost-effective solutions. Classroom Tech also offers in-house service and repair facilities and carries many top brands.
COVID-19 Update
The Covid-19 pandemic that began in early 2020 caused shelter-in-place policies, unexpected factory closures, supply chain disruptions, and market volatilities across the globe. As a result of the economic disruptions and unprecedented market volatilities and uncertainties driven by the Covid-19 outbreak, the Company experienced some supply chain disruptions. However, the Company has not experienced any significant payment delays or defaults by our customers as a result of the COVID-19 pandemic.
The full impact of the Covid-19 outbreak continues to evolve as of the date of this report. The depth and duration of the pandemic remains unknown. Despite the availability of vaccines, recent surges in the infection rate and the detection of new variants of the virus have reinforced the general consensus that the containment of Covid-19 remains a challenge. Management is actively monitoring the global situation and its effect on its financial condition, liquidity, operations, suppliers, industry, and workforce.
-9-
Basis of Presentation and Interim Financial Information
The accompanying Unaudited Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States ("GAAP") and applicable rules and regulations of the Securities and Exchange Commission (the "SEC") pertaining to interim financial information. Accordingly, these interim financial statements do not include all information or footnote disclosures required by GAAP for complete financial statements and, therefore, should be read in conjunction with the Consolidated Financial Statements and notes thereto in the Company’s June 30, 2021 Annual Report on Form 10-K and other current filings with the SEC. In the opinion of management, all adjustments, consisting of those of a normal recurring nature, necessary to present fairly the results of the periods presented have been included. The results of operations for the interim periods presented may not necessarily be indicative of the results to be expected for the full year.
Principles of Consolidation
The financial statements include the consolidated assets and liabilities of the combined company (collectively Galaxy Next Generation, Inc., Classroom Technology Solutions Inc., Interlock Concepts, Inc., and Ehlert Solutions Group, Inc. referred to collectively as the "Company"). See Note 12.
All intercompany transactions and accounts have been eliminated in the consolidation.
The Company’s common stock is traded on the over-the-counter public company traded under the stock symbol listing GAXY (formerly FLCR).
Reverse Stock Split
Unless otherwise noted, all share and per share data referenced in the consolidated financial statements and the notes thereto have been retroactively adjusted to reflect the one-for-two hundred reverse stock split effective March 4, 2022 of our authorized and outstanding shares of common stock. As a result of the reverse stock split, certain amounts in the consolidated financial statements and the notes thereto may be slightly different than previously reported due to rounding of fractional shares, and certain amounts within the consolidated balance sheets were reclassified between common stock and additional paid-in capital.
Capital Structure
The Company's capital structure is as follows:
| | | | | | | | | | | | | | | | |
|
| March 31, 2022
|
|
|
|
| Authorized
|
| Issued
|
| Outstanding
|
|
|
Common stock
|
| 20,000,000
|
| 17,469,128
|
| 17,430,503
|
| $.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 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 F
|
| 15,000
|
| 11,414
|
| 11,414
|
| $.001 par value; no voting rights, convertible to common stock at a fixed price of $0.37 per share; stated value is $1,000 per share
|
-10-
| | | | | | | | |
|
| June 30, 2021
|
|
|
|
| Authorized
|
| Issued
|
| Outstanding
|
|
|
Common stock
|
| 20,000,000
|
| 15,699,414
|
| 15,449,221
|
| $.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
|
There is no publicly traded market for the preferred shares.
The Preferred Series D and E were retired in December 2021.
There are 5,295,849 common shares reserved at March 31, 2022 under terms of convertible debt agreements, the Stock Plan and the Amended and Restated Equity Purchase Agreement, dated December 29, 2020, with Tysadco Partners LLC ( the “Equity Purchase Agreement”) (see Notes 6, 11 and 13).
There are 1,084,861 issued common shares that are restricted as of March 31, 2022. The shares may become free-trading upon satisfaction of certain terms and regulatory conditions.
Supplier Agreement
Contract assets and contract liabilities are as follows:
| | | |
| March 31, 2022
|
| June 30, 2021
|
Contract assets
| $ 436,930
|
| $ 43,360
|
Contract liabilities
| |
| 228,514
|
For the three months ended March 31, 2022 and 2021, the Company recognized $463,301 and $214,992 of revenues related to supplier agreements. For the nine months ended March 31, 2022 and 2021, the Company recognized $1,116,219 and $715,067 of revenues related to supplier agreements.
Accounts Receivable
Management deemed no allowance for doubtful accounts was necessary at March 31, 2022 and June 30, 2021. At March 31, 2022 and June 30, 2021, $0 and $190,779 of total accounts receivable were considered unbilled and recorded as deferred revenue.
-11-
Inventories
Management estimates $67,635 of inventory reserves at March 31, 2022 and June 30, 2021, respectively.
Goodwill, Intangible Assets and Product Development Costs
Goodwill, intangible assets, and product development costs are comprised of the following at March 31, 2022:
| | | | | | | |
|
Cost
|
| Accumulated Amortization
|
Net Book Value
|
Impairment
|
|
Total
|
Goodwill
| $ 834,220
|
| | $834,220
| |
| $ 834,220
|
Finite-lived assets:
|
|
|
|
|
|
|
|
Customer list
| $ 922,053
|
| $ (420,401)
| $ 501,652
| $ (41,053)
|
| $460,599
|
Vendor relationships
| 484,816
|
| (239,500)
| 245,316
| (5,816)
|
| 239,500
|
Capitalized product development cost
| 1,157,596 |
| (381,706) | 775,890 | |
| 775,890 |
| $ 2,564,465
|
| $ (1,041,607)
| $ 1,522,858
| $ (46,869)
|
| $1,475,989
|
Goodwill, intangible assets, and product development costs are comprised of the following at June 30, 2021:
| | | | | | | |
| | | | | | | |
|
Cost
|
| Accumulated Amortization
|
|
Total
|
Goodwill
| $ 834,220
|
| |
| $ 834,220
|
Finite-lived assets:
|
|
|
|
|
|
Customer list
| $ 922,053
|
| $ (314,166)
|
| $ 607,887
|
Vendor relationships
| 484,816
|
| (168,474)
|
| 316,342
|
Product development costs
| 790,118
|
| (197,532)
|
| 592,586
|
| $ 2,196,987
|
| $ (680,172)
|
| $1,516,815
|
Intangible assets such as customer lists and vendor relationships are stated at the lower of cost or fair value. They are amortized on a straight-line basis over periods ranging from three to six years, representing the period over which the Company expects to receive future economic benefits from these assets. Amortization of these intangible assets amounted to $68,000 and $70,343 for the three months ended March 31, 2022 and 2021. Amortization of these intangible assets amounted to $186,243 and $208,296 for the nine months ended March 31, 2022 and 2021.
-12-
Costs incurred in designing and developing classroom technology products are expensed as research and development until technological feasibility has been established. Technological feasibility is established upon completion of a detail product design, or in its absence, completion of a working model. Upon the achievement of technological feasibility, development costs are capitalized and subsequently reported at the lower of unamortized cost or net realizable value. Management's judgment is required in determining whether a product provides new or additional functionality, the point at which various products enter the stages at which costs may be capitalized, assessing the ongoing value and impairment of the capitalized costs and determining the estimated useful lives over which the costs are amortized.
Annual amortization expense is calculated based on the straight-line method over the product's estimated economic lives, which are typically three to six years. Amortization of product development costs incurred begins when the related products are available for general release to customers. Amortization of product development costs of $69,042 and $26,436 for the three months ended March 31, 2022 and 2021, and $184,176 and $59,364 for the nine months ended March 31, 2022 and 2021, is included in cost of revenues in the Company's unaudited condensed consolidated statements of operations.
Estimated amortization expense related to finite-lived intangible assets for the next five years is: $603,836 for fiscal year 2023, $470,584 for fiscal year 2024, $272,139 for fiscal year 2025, $60,292 for fiscal year 2026, and $44,389 for fiscal year 2027 and $24,748 thereafter.
Recent Accounting Pronouncements
The Company has implemented all new applicable accounting pronouncements that are in effect and applicable. These pronouncements did not have any material impact on the consolidated financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
Note 2 - Property and Equipment
Property and equipment are comprised of the following at:
| | | |
| March 31, 2022
|
| June 30, 2021
|
Vehicles
| $ 212,658
|
| $ 115,135
|
Building
| 201,823
|
| |
Equipment
| 16,192
|
| 25,115
|
Leasehold improvements
| 31,000
|
| 31,000
|
Furniture and fixtures
| 28,321
|
| 25,085
|
| 489,994
|
| 196,335
|
Accumulated depreciation
| (130,531)
|
| (109,523)
|
|
|
|
|
Property and equipment, net
| $ 359,463
|
| $ 86,812
|
Note 3 - Lines of Credit
The Company had $1,000,000 available under a line of credit bearing interest at prime plus 0.5% (3.75% at June 30, 2021) which expired October 29, 2021. The bank provided a 30-day grace period to repay the line to November 29, 2021. The line of credit was collateralized by certain real estate owned by stockholders and a family member of a stockholder, 7,026,894 shares of the Company's common stock owned by two stockholders, personal guarantees of two stockholders, and a key man life insurance policy. In addition, a 20% curtailment of the outstanding balance may occur any time prior to maturity. The outstanding balance was $0 and $991,598 at March 31, 2022 and June 30, 2021, respectively. The line of credit was completely paid off in November of 2021.
The Company has up to $1,000,000 available credit line under an accounts receivable factoring agreement through July 30, 2022. Total available credit under the factoring agreement was $989,680 and $1,000,000 as of March 31, 2022 and June 30, 2021, respectively. See Note 11.
-13-
Note 4 - Notes Payable
Long Term Notes Payable
| | | | | | | | |
| March 31, 2022
|
| June 30, 2021
|
Note payable with a bank bearing interest at 4% and maturing on June 26, 2020. The note was renewed by the lender with a revised maturity of June 26, 2021 and an interest rate of 3%. In July 2021, the note was renewed by the lender with a revised maturity date of July 7, 2026. The renewal provides for monthly interest payments and a balloon payment of outstanding principal and interest at maturity. The note is collateralized by a certificate of deposit owned by a related party.
| | | |
|
|
$ 237,039
|
|
|
|
|
Note payable to an investor bearing interest at 10% and maturing on January 13, 2022 with monthly installments of principal and interest of $45,294 beginning in June 2021. This note was paid in full on May 2, 2022.
| 55,551
|
| 348,456
|
|
|
|
|
Long term loan under Section 7(b) of the Economic Injury Disaster Loan program bearing interest at 3.75% and maturing in May 2050. Monthly installments of principal and interest of $731 begin upon notification by the SBA regarding note servicing. In March 2022, SBA deferred maturity for 30 months from the date of the note. Revised maturity date is November 2052.
| 150,000
|
| 150,000
|
|
|
|
|
Financing lease liabilities for offices and warehouses with monthly installments of $22,723 (ranging from $245 to $9,664) over terms expiring through December 2024.
| 158,829
|
| 208,051
|
|
|
|
|
Note payable 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.
| 26,921
|
| 31,016
|
|
|
|
|
Note payable with a bank for delivery vehicle with monthly installments totaling $844 including interest at 6% over a 4 year term expiring in August 2025.
| 31,281
|
| |
|
|
|
|
Note payable with a finance company for delivery vehicle with monthly installments totaling $948 including interest at 5.9% over a 6 year term expiring in January 2027.
| 53,827
|
| |
|
|
|
|
Note payable to an investor bearing interest at 12% and maturing on May 26, 2023 with monthly installments of principal and interest of $120,185 beginning in May 2022.
| 1,222,222
|
| |
|
|
|
|
Note payable to an investor bearing interest at 12% and maturing March 18, 2023. Monthly installments of $22,558 beginning May 2022.
| 228,200
| | |
-14-
| | | | | | | | |
Note payable to an investor bearing interest at 12% and maturing February 28, 2023. Monthly installments of $30,000 beginning May 2021.
| 360,000
| | |
|
|
|
|
Total Notes Payable
| 2,502,357
|
| 974,562
|
|
|
|
|
Less: Unamortized original issue discount
| 174,512
|
| 17,500
|
|
|
|
|
Current Portion of Notes Payable
| 2,011,550
|
| 552,055
|
|
|
|
|
Long-term Portion of Notes Payable
| $ 316,295
|
| $ 405,007
|
Future minimum principal payments on the long-term notes payable to unrelated parties are as follows:
| |
Period ending March 31,
|
|
2023
| $ 2,011,550
|
2024
| 144,344
|
2025
| 97,660
|
2026
| 76,067
|
2027
| 172,736
|
| $ 2,502,357
|
Note 5 - Fair Value Measurements
The following table presents information about the liabilities that are measured at fair value on a recurring basis at March 31, 2022 and June 30, 2021 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value.
| | | | | |
| | | | | |
At March 31, 2022
|
| Total
| Level 1
| Level 2
| Level 3
|
| Derivative liability, convertible note features
| | | | |
|
|
|
|
|
|
|
|
|
|
|
|
At June 30, 2021
|
| Total
| Level 1
| Level 2
| Level 3
|
|
|
|
|
|
|
| Derivative liability, convertible note features
| $1,842,000
| | | $1,842,000
|
The Company measures the fair market value of the Level 3 liability components using the Monte Carlo model and projected discounted cash flows, as appropriate. These models were prepared by an independent third party and consider management's best estimate of the conversion price of the stock, an estimate of the expected time to conversion, an estimate of the stock's volatility, and the risk-free rate of return expected for an instrument with a term equal to the duration of the convertible note. In December 2021, the derivative liability was eliminated when the Company entered into an agreement to convert the convertible debt into preferred stock. (See Note 6).
-15-
The derivative liability was valued using the Monte Carlo pricing model with the following inputs:
| | | |
At June 30, 2021
|
|
|
| Risk-free interest rate:
|
| 0.17%
|
| Expected dividend yield:
|
| 0.00%
|
| Expected stock price volatility:
|
| 295.00%
|
| Expected option life in years:
|
| .037 to .70 years
|
The following table sets forth a reconciliation of changes in the fair value of the Company's convertible debt components classified as Level 3 in the fair value hierarchy at March 31, 2022 and June 30, 2021:
| | |
Balance at June 30, 2021
| $
| 1,842,000
|
Realized
|
| (1,842,000)
|
Unrealized
|
| |
Balance at March 31, 2022
| $
| |
|
|
|
Balance at June 30, 2020
| $
| 246,612
|
Convertible securities at inception
|
| 4,000
|
Realized
|
| (80,924)
|
Unrealized
|
| 1,672,312
|
Balance at June 30, 2021
| $
| 1,842,000
|
As of March 31, 2022 and June 30, 2021, the only asset required to be measured on a nonrecurring basis was goodwill and the fair value of the asset amounted to $834,220 using level 3 valuation techniques.
Note 6 - Related Party Transactions
Notes Payable
| | | |
| March 31, 2022
|
| June 30, 2021
|
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 to $400,000 and the maturity was extended to November 13, 2021. The note bears interest at 6% per annum 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 was convertible into 400,000 shares of Series D Preferred Stock. If principal was paid prior to maturity, the right of conversion would be terminated. Extinguished by exchange for Series F Preferred Stock on December 28, 2021.
|
|
|
|
|
|
|
|
|
|
|
|
|
| | $400,000
|
|
|
|
|
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. Payment is subject to adjustment based on the achievement of minimum gross revenues and successful completion of certain pre-acquisition withholding tax issues of Concepts and Solutions.
| 1,030,079
|
| 1,030,079
|
|
|
|
|
-16-
| | | |
Note payable to a stockholder in which the note principal plus 6% interest was payable on November 7, 2021. Note was amended in March 2020 by increasing the balance to $1,225,000. Interest is payable in cash or common stock, at the holder's option. If interest is paid in common stock, the conversion price was to be the market price at the time of conversion. Principal on the note at maturity was convertible into 1,225,000 shares of Series D Preferred Stock. If principal was paid prior to maturity, the right of conversion would be terminated. Extinguished by exchange for Series F Preferred Stock on December 27, 2021.
| |
| 1,225,000
|
|
|
|
|
Note payable to a stockholder in which the note principal plus 6% interest is payable in November 13, 2021. Interest was payable in cash or common stock, at the Company's option. If interest was paid in common stock, the conversion price would be the market price at the time of conversion. Principal on the note at maturity was convertible into 200,000 shares of Series D Preferred Stock. If principal was paid prior to maturity, the right of conversion would be terminated. Extinguished by exchange for Series F Preferred Stock on December 20, 2021.
| |
| 200,000
|
| | | |
Note payable to a stockholder in which the note principal plus interest at 15% is payable the earlier of 60 days after invoicing a certain customer, or April 2022 due to an extension granted by the lender. On December 23, 2021, an amendment extended the maturity to March 30, 2025, changed the interest rate to 10% with monthly payments of principal and interest of $8,823 begining in June 2022. The note is collateralized by a security interest in a certain customer purchase order.
| 385,000
|
| 385,000
|
|
|
|
|
Note payable related to the acquisition of Classroom Tech in which the note principal is payable in 2021 with no interest obligations, upon the shareholder’s resolution of a pre-acquisition liability with a bank.
| 70,000
|
| 155,690
|
|
|
|
|
Other short-term payables due to stockholders and related parties
| 32,488
|
| 75,986
|
|
|
|
|
Total Related Party Notes Payable and Other Payables
| 1,517,567
|
| 3,471,755
|
Current Portion of Related Party Notes Payable and Other Payables
| 1,238,443
|
| 3,471,755
|
|
|
|
|
Long-term Portion of Related Party Notes Payable and Other Payables
| $ 279,124
|
| |
As of March 31, 2022, related party notes payable maturities are as follows:
| |
Period ending March 31,
|
|
2023
| $1,238,443
|
2024
| 105,876
|
2025
| 173,248
|
| $1,517,567
|
-17-
In December of 2021, $1,825,000 of related party convertible notes and 500,000 shares of Series E preferred stock were eliminated upon the execution of an agreement to exchange them for Series F preferred shares. In addition, the agreement of the exchange of the notes resulted in the elimination of the derivative liability related to the conversion features of the notes into Series D Preferred stock. The derivative liability was reduced by $1,842,000 resulting in additional paid in capital of approximately $1,825,000. On March 31, 2022, the recorded derivative liability is $0.
Related Party Leases
The Company leases property used in operations from a related party under terms of a financing lease. The term of the lease expired on December 31, 2021 and is continuing on a month to month basis. The monthly lease payment is $9,664 plus maintenance and property taxes, as defined in the lease agreement. Rent expense for this lease was $28,992 and $89,500 for the three months ended March 31, 2022 and 2021, respectively and $86,976 and $98,500 for the nine months ended March 31, 2022 and 2021 respectively.
Other Related Party Agreements
A related party collateralizes the Company's short-term note with a certificate of deposit 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
The Company leases offices, warehouses and equipment under financing lease agreements with monthly installments of $22,723 (ranging from $245 to $9,664), expiring through December 2024.
| | |
Right-of-use assets:
|
|
| Operating right-of-use assets
| $158,829
|
Operating lease liabilities:
|
|
| Current portion of long term payable
| 92,900
|
| Financing leases payable, less current portion
| 65,929
|
|
|
|
| Total operating lease liabilities
| $158,829
|
As of March 31, 2022, financing lease maturities are as follows:
| |
Period ending March 31,
|
|
2023
| $92,900
|
2024
| 47,776
|
2025
| 18,153
|
| $158,829
|
As of March 31, 2022, the weighted average remaining lease term was 1.42 years.
Note 8 – Equity
All share amounts have been adjusted to reflect a 1:200 reverse split effective March 7, 2022.
For the nine months ended March 31, 2022:
During the nine months ended March 31, 2022, the Company issued 73,517 shares of common stock for services.
-18-
During the nine months ended March 31, 2022, the Company issued 1,625,000 shares of common stock in exchange for proceeds under the Equity Purchase Agreement. These shares were valued at $2,643,500 upon issuance.
During the nine months ended March 31, 2022, the Company issued 312,500 shares of common stock as commitment shares in a structured loan agreement. These shares were valued at $356,250 upon issuance.
During the nine months ended March 31, 2022, the Company cancelled 241,303 shares of common stock representing fractional shares resulting from the 200:1 reverse split.
During the nine months ended March 31, 2022, the Company entered into exchange agreements to issue 11,414 shares of Preferred Series F stock.
During the nine months ended March 31, 2022, the Company cancelled 500,000 shares of Preferred Series E stock.
For the nine months ended March 31, 2021:
During the nine months ended March 31, 2021, the Company issued 529,000 shares of common stock for professional consulting services. These shares were valued at $2,778,550 upon issuance during the nine months ended March 31, 2021.
During the nine months ended March 31, 2021, the Company issued 6,914,064 shares of common stock for debt reduction. These shares were valued at $13,031,235 upon issuance during the nine months ended March 31, 2021.
During the nine months ended March 31, 2021, the Company issued 1,248,961 shares of common stock to warrant holders in six cashless transactions.
During the nine months ended March 31, 2021, the Company issued 287,500 shares of common stock for commitment shares under the Equity Purchase Agreement. These shares were valued at $1,177,000 upon issuance during the nine months ended March 31, 2021.
During the nine months ended March 31, 2021, the Company issued 250,000 shares of common stock as collateral for the line of credit. The shares were held in the Company's name and serve as collateral for a line of credit with a bank.
During the nine months ended March 31, 2021, the Company issued 50,000 shares of common stock for the acquisition of Classroom Technology Solutions, Inc. These shares were valued at $151,000 upon issuance during the nine months ended March 31, 2021.
During the nine months ended March 31, 2021, the Company issued 1,885,000 shares of common stock in exchange for proceeds under the Equity Purchase Agreement. These shares were valued at $8,292,400 upon issuance during the nine months ended March 31, 2021.
See the capital structure section in Note 1 for disclosure of the equity components included in the Company's consolidated financial statements.
Note 9 - Income Taxes
The Company's effective tax rate differed from the federal statutory income tax rate for the nine months ended March 31, 2022 as follows:
| | |
Federal statutory rate
|
| 21%
|
State tax, net of federal tax effect
|
| 5.04%
|
Valuation allowance
|
| -26%
|
Effective tax rate
|
| 0%
|
-19-
The Company had no federal or state income tax (benefit) for the nine months ended March 31, 2022 or 2021.
The Company's deferred tax assets and liabilities as of March 31, 2022 and June 30, 2021, are summarized as follows:
| | | | |
|
| March 31, 2022
|
| June 30, 2021
|
|
|
|
|
|
Federal
|
|
|
|
| Deferred tax assets
| $ 7,425,300
|
| $ 10,226,700
|
| Less valuation allowance
| (7,425,300)
|
| (10,226,700)
|
| Deferred tax liabilities
| |
| |
|
| |
| |
State
|
|
|
|
|
| Deferred tax assets
| 1,876,400
|
| 2,730,800
|
| Less valuation allowance
| (1,876,400)
|
| (2,730,800)
|
| Deferred tax liabilities
| |
| |
|
| |
| |
| Net Deferred Tax Assets
| |
| |
The Company's policy is to provide for deferred income taxes based on the difference between the financial statement and tax basis of assets and liabilities using enacted tax rates that will be in effect when the differences are expected to reverse. The Company has not generated taxable income and has not recorded any current income tax expense at March 31, 2022 and 2021, respectively.
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 differences 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 NOL carryforwards expire over a range from 2022 to 2037, with certain NOL carryforwards 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 NOL carry forwards, a valuation allowance equal to the net deferred tax assets has been recorded.
-20-
The significant components of deferred tax assets as of March 31, 2022 and June 30, 2021, are as follows:
| | | | |
| March 31, 2022
|
| June 30, 2021
|
Net operating loss carryforwards
| $ 9,120,300
|
| $ 12,579,200
|
Valuation allowance
| (9,301,700)
|
| (12,957,500)
|
Goodwill
| 16,200
|
| (20,400)
|
Property and equipment
| (30,300)
|
| 251,600
|
Development costs
| 112,800
|
| 27,900
|
Intangible assets
| 36,900
|
| 72,900
|
Inventory allowance
| 17,600
|
| 17,800
|
Warranty accrual and other
| 28,200
|
| 28,500
|
|
|
|
|
Net Deferred Tax Assets
| |
| |
As of March 31, 2022, 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 March 31, 2022, the Company's income tax returns generally remain open for examination for three years from the date filed with each taxing jurisdiction.
Note 10 - Commitments, Contingencies, and Concentrations
Contingencies
Certain conditions may exist as of the date the unaudited condensed 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 Company’s 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 Company’s 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 Company’s 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. The liability is included in the note payable to seller of $1,030,079 at March 31, 2022 and June 30, 2021 (Note 6).
Concentrations
Galaxy contracts the manufacture of its products with domestic and overseas suppliers. The Company's sales could be adversely impacted by a supplier's inability to provide Galaxy with an adequate supply of inventory. Galaxy has two vendors that accounted for approximately 63% of purchases for the nine months ended March 31, 2022. Galaxy had three vendors that accounted for approximately 75% of purchases for the nine months ended March 31, 2021.
Galaxy has two customers that accounted for approximately 80% of accounts receivable at March 31, 2022 and two customers that accounted for approximately 73% of accounts receivable at June 30, 2021. Galaxy has two customers that accounted for approximately 63% and one customer that accounted for 36% of total revenue for the three months ended March 31, 2022 and 2021 respectively. Galaxy has two customers that accounted for approximately 49% and four customers that accounted for approximately 52% of total revenue for the nine months ended March 31, 2022 and 2021, respectively.
-21-
Note 11 - Material Agreements
Manufacturer and Distributorship Agreement
On September 15, 2018, the Company signed an agreement with a company in China for the manufacture of Galaxy’s 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 manufacturer’s warranty from the date of shipment. The agreement renews automatically in two year increments unless three months’ notice is given by either party. The Company has met the requirements of the agreement.
Equity Purchase Agreement
On May 31, 2020, the Company entered into a two year purchase agreement (the "Equity Purchase Agreement") with an investor, which was amended and restated on July 9, 2020 and then again on December 29, 2020. Pursuant to the terms of the Equity Purchase Agreement, the investor agreed to purchase up to $10 million of the Company's common stock (subject to certain limitations) from time to time during the term of the Equity Purchase Agreement. During the three months ended March 31, 2022 and 2021, the Company issued 500,0000 and 675,000 shares of common stock to the investor in exchange for proceeds for working capital. During the nine months ended March 31, 2022 and 2021, the Company issued 1,625,000 and 1,885,000 shares of common stock to the investor in exchange for proceeds for working capital.
Accounts Receivable Factoring Agreement
On July 30, 2020, the Company entered into a two-year accounts receivable factoring agreement with a financial services company to provide working capital. Pursuant the agreement, the financial services company will pay the Company an amount up to eighty percent (80%) of the purchase price for the purchased accounts. Factoring fees are 2.5% of the face value of the account receivable sold to the factoring agent per month until collected. For collections over 90 days from the invoice date, the fee increases to 3.5%. The agreement contains a credit line of $1,000,000 and requires a minimum of $300,000 of factored receivables per calendar quarter. The agreement includes early termination fees and is guaranteed by the Company and by two of the stockholders individually. The Company paid collection fees of $11,216 and $2,803 during the three months ended March 31, 2022 and 2021, respectively. The Company paid collection fees of $36,224 and $14,991 during the nine months ended March 31, 2022 and 2021, respectively.
Employment Agreements
On January 1, 2020, the Company entered into an employment agreement with the Chief Executive Officer (CEO) of the Company for a two-year term which was amended on September 1, 2020. Under the amended employment agreement, the CEO will receive annual compensation of $500,000, and an annual discretionary bonus based on profitability and revenue growth and preferred stock to maintain, together with the CFO, a minimum 25.5% of the total voting rights. The agreement includes a non-compete agreement and severance benefits of $90,000.
On January 1, 2020, the Company entered into an employment agreement with the Chief Finance Officer/Chief Operations Officer (CFO/COO) of the Company for a two-year term, which was amended on September 1, 2020. Under the amended employment agreement, the CFO/COO will receive annual compensation of $250,000, and an annual discretionary bonus based on profitability and revenue growth and preferred stock to maintain, together with the CEO, a minimum 25.5% of the total voting rights. The agreement includes a non-compete agreement and severance benefits of $72,000.
-22-
Supplier Agreement
The Company is party to a one-year supplier agreement to manufacture and sell audio products to a buyer. The initial order under this supplier agreement is for 4,000 units, at a discounted total price of $3,488,000, to be delivered over the agreement period. If the buyer does not meet the minimum floor of 4,000 units, then the contract becomes void and the buyer must pay the difference between the units sold and the total floor pricing of the $3,488,000. The buyer will pay tooling costs of $25 per unit shipped to them. The Company completed all purchase orders under the supplier agreement during the nine months ended March 31, 2022. The supplier agreement was not renewed.
Note 12 - Acquisition
On October 15, 2020, the Company entered into an Asset Purchase Agreement, to acquire the assets of Classroom Technologies Solutions, Inc. ("Classroom Tech") for consideration of (a) paying off a secured Classroom Tech loan, not to exceed the greater of 50% of the value of the Classroom Tech assets acquired or $120,000; (b) the issuance of a promissory note in the amount of $44,526 to a Classroom Tech designee; and (c) the issuance of 10 million shares (50,000 shares after reverse split) of common stock to the seller of Classroom Tech.
The following table summarizes the allocation of the fair value of the assets as of the acquisition date through pushdown accounting.
| | | | | |
Assets
|
|
| Cash
| $ 38,836
|
| Accounts receivable
| 31,710
|
| Inventory
| 209,431
|
| Property and equipment
| 17,530
|
| Other assets
| 1,150
|
| Intangibles
| 46,869
|
|
|
|
| Total Assets
| $ 345,526
|
Consideration
|
|
| Notes payable to seller and related party of seller
| $ 164,526
|
| Bonus program
| 30,000
|
| Stock
| 151,000
|
|
| $ 345,526
|
Impairment expense relates to the Company's purchase price adjustment for the Classroom Tech acquisition on October 15, 2020. During the acquisition, customer lists and vendor relationship intangible assets were recorded in the amount of $46,869. In October 2021, the Company moved its Florida operations to a new leased location. Management discovered inventory items with missing parts that could not be sold. As a result, the bonus payable of $30,000 to the seller of Classroom Tech was removed, the inventory was written down and the intangible assets were impaired.
-23-
Note 13 - Stock Plan
An Employee, Directors, and Consultants Stock Plan was established by the Company (the "Plan"). The Plan is intended to attract and retain employees, directors and consultants by aligning the economic interest of such individuals more closely with the Company's stockholders by paying fees or salaries in the form of shares of the Company's common stock. The 2020 Plan was effective September 16, 2020 and expired December 15, 2021. The 2019 Plan was effective December 13, 2018 and expired June 1, 2020. Common shares of 1,961 are reserved for stock awards under the Plans. There were 98,857,857 shares awarded under the Plans as of March 31, 2022 and June 30, 2021. No additional shares were awarded during the three or nine months ended March 31, 2022.
Note 14 - 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 $2,600,000, an accumulated deficit of approximately $51,000,000, and cash used in operations of approximately $1,400,000 at March 31, 2022. Shareholders equity increased from June 30, 2021 to March 31, 2022 by approximately $1,000,000 to a deficit of approximately $400,000 at March 31, 2022.
The Company's operational activities have primarily been funded through issuance of common stock for services, related party advances, equity purchase agreement transactions for proceeds, accounts receivable factoring, debt financing 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 investors 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 management's 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 15 - Subsequent Events
On May 1, 2022, the Company entered into a 1 year investor relations agreement, requiring payments of $10,000 per month and total restricted stock issues equivalent to $80,000 to be issued in $20,000 increments in May, June, September and December, 2022.
On May 5, 2022, a stockholder loaned the Company $150,000 for working capital purposes.
-24-
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
Cautionary Note on Forward Looking Statements
This Quarterly Report on Form 10-Q (this "Report") contains forward-looking within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In particular statements regarding future events and the future results of Galaxy Next Generation, Inc., which we refer to as "we," "us," "our", "Galaxy," or the "Company," including but not limited to, statements regarding the sufficiency of our cash, our ability to finance our operations and business initiatives and obtain funding for such activities and the timing of any such financing, our future results of operations and financial position, business strategy and plan prospects are forward-looking statements. These forward-looking statements are based on our current expectations, estimates, forecasts, and projections about our business, economic and market outlook, our results of operations, the industry in which we operate and the beliefs and assumptions of our management. Words such as "expects," "anticipates," "targets," "goals," "projects," "would," "will," "could," "may," "intends," "plans," "believes," "seeks," "estimates," variations of such words, and similar expressions are intended to identify such forward-looking statements. Forward-looking statements by their nature address matters that are, to different degrees, uncertain, and these forward-looking statements are only predictions and are subject to risks, uncertainties, and assumptions that are difficult to predict, including the duration, extent, and impact of the COVID-19 pandemic, and our ability to successfully manage the demand, supply, and operational challenges associated with the COVID-19 pandemic. Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements. Factors that might cause or contribute to such differences include, but are not limited to, those discussed in this Report under the section entitled "Risk Factors" in Item 1A of Part II, Part I Item 1A of our Annual Report on Form 10-K for the year ended June 30, 2021 (the "Annual Report"), and in other reports we file with the U.S. Securities and Exchange Commission (the "SEC"). In addition, many of the foregoing risks and uncertainties are, and could be, exacerbated by the COVID-19 pandemic and any worsening of the global business and economic environment as a result of the pandemic. While forward-looking statements are based on reasonable expectations of our management at the time that they are made, you should not rely on them. We undertake no obligation to revise or update publicly any forward-looking statements for any reason, except as required by applicable law. We cannot at this time predict the extent of the impact of the COVID-19 pandemic and any resulting business or economic impact, but it could have a material adverse effect on our business, financial condition, results of operations and cash flows.
The following discussion is based upon our unaudited condensed consolidated financial statements included in Part 1, Item I, of this Report, which were prepared in accordance with U.S. generally accepted accounting principles (U.S. GAAP). In the course of operating our business, we routinely make decisions as to the timing of the payment of invoices, the collection of receivables, the manufacturing and shipment of products, the fulfillment of orders, the purchase of supplies, and the building of inventory, among other matters. In making these decisions, we consider various factors, including contractual obligations, customer satisfaction, competition, internal and external financial targets and expectations, and financial planning objectives. Each of these decisions has some impact on the financial results for any given period. To aid in understanding our operating results for the periods covered by this Report, we have provided an executive overview, which includes a summary of our business and market environment along with a financial results and key performance metrics overview. These sections should be read in conjunction with the more detailed discussion and analysis of our condensed consolidated financial condition and results of operations in this Item 2, our "Risk Factors" section included in Item 1A of Part II of this Report, and our unaudited condensed consolidated financial statements and notes thereto included in Item 1 of Part I of this Report, as well as our audited consolidated financial statements and notes included in Item 8 of Part II of our Annual Report.
The following discussion and analysis should be read in conjunction with our consolidated financial statements and notes thereto and the other financial data appearing elsewhere in this Quarterly Report.
-25-
Business Overview
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. Galaxy's product offerings include Galaxy's own private-label interactive touch screen panel, its own Intercom, Bell, and Paging solution, as well as an audio amplification line of products that is currently supported by OEM relationships. Galaxy's distribution channel consists of a direct sales model, as well as approximately 37 resellers across the U.S. who primarily sell the products offered by Galaxy within the commercial and educational market. Galaxy does not control where the resellers focus their reselling efforts; however, the K-12 education market is the largest customer base for Galaxy products comprising nearly 90% of Galaxy's sales. In addition, Galaxy’s OEM division also manufacturers products for other vendors in its industry and white labels the products under other brands.
We believe the market space for interactive technology in the classroom is a perpetual highway of business opportunity, especially in light of the COVID-19 pandemic as school systems have sought to expand their ability to operate remotely. Public and private school systems are in a continuous race to modernize their learning environments. Our goal is to be an early provider of the best and most modern technology available.
We are striving to become the leader in the market for interactive flat panel technology, associated software, and peripheral devices for classrooms. Our goal is to provide an intuitive system to enhance the learning environment and create easy to use technology for the teacher, increasing student engagement and achievement. Our products are developed and backed by a management team with more than 30 combined years in the classroom technology space.
We were originally organized as a corporation in 2001. Our principal executive offices are located at 285 Big A Road Toccoa, Georgia 30577, and our telephone number is (706) 391-5030. Our website address is www.galaxynext.us. Information contained in our website does not form part of this Quarterly Report and is intended for informational purposes only.
On June 22, 2018, we consummated a reverse triangular merger whereby Galaxy Next Generation, Inc., a private company (co-founded by our now executives, Gary LeCroy (CEO) and Magen McGahee (CFO)), merged with and into our newly formed subsidiary, Galaxy MS, Inc. (Galaxy MS or Merger Sub), which was formed specifically for the transaction. Under the terms of the merger, the private company shareholders transferred all their outstanding shares of common stock to Galaxy MS, in return for shares of our Series C Preferred Stock. Prior to the merger, we operated under the name Full Circle Registry, Inc.’s (FLCR) and our operations were based upon our ownership of Georgetown 14 Cinemas, a fourteen-theater movie complex located on approximately seven acres in Indianapolis, Indiana. Prior to the merger, our sole business and source of revenue was from the operation of the theater, and as part of the merger agreement, we had the right to spinout the theater to the prior shareholders of FLCR. Effective February 6, 2019, we sold our interest in the theater to focus our resources on our technology operations.
On September 3, 2019, we acquired 100% of the outstanding capital stock of both Interlock Concepts, Inc. (Concepts) and Ehlert Solutions Group, Inc. (Solutions) pursuant to the terms of a stock purchase agreement that we entered into with 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 in the principal amount of $3,000,000. The note payable to the seller is subject to adjustment based on the achievement of certain future earnings goals and successful completion of certain pre-acquisition withholding tax issues of Concepts and Solutions. The note has been adjusted and is reflecting under related party notes payable in the consolidated financial statements.
Solutions and Concepts are Arizona-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. These 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.
-26-
On October 15, 2020, we acquired the assets of Classroom Technologies Solutions, Inc. ("Classroom Tech") for consideration of (a) paying off a secured Classroom Tech loan, not to exceed the greater of 50% of the value of the Classroom Tech assets acquired or $120,000; (b) the issuance of a promissory note in the amount of $44,526 to a Classroom Tech designee; and (c) the issuance of 10 million shares (50,000 shares after reverse split) of common stock to the seller of Classroom Tech. Classroom Tech provides cutting-edge presentation products to schools, training facilities, churches, corporations and retail establishments. Their high-quality solutions are customized to meet a variety of needs and budgets in order to provide the best in education and presentation technology. Classroom Tech direct-sources and imports many devices and components which allows us to be innovative, nimble, and capable of delivering a broad range of cost-effective solutions. Classroom Tech also offers in-house service and repair facilities and carries many top brands.
This Report contains references to our trademarks and to trademarks belonging to other entities. Solely for convenience, trademarks and trade names referred to in this Report, including logos, artwork and other visual displays, may appear without the ® or TM symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the rights of the applicable licensor to these trademarks and trade names. We do not intend our use or display of other companies' trade names or trademarks to imply a relationship with, or endorsement or sponsorship of us by, any other companies.
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., Interlock Concepts, Inc., Ehlert Solutions Group, Inc. and Classroom Tech referred to collectively as the “Company”).
All intercompany transactions and accounts have been eliminated in the consolidation.
Galaxy’s common stock is traded on over-the-counter markets under the stock symbol GAXY.
Reverse Stock Split
Effective March 7, 2022, we effected a one-for-two hundred reverse stock split of our authorized and outstanding shares of common stock. All per share numbers reflect the one-for-two hundred reverse stock split.
Critical Accounting Estimates
Management's Discussion and Analysis discusses our consolidated financial statements which have been prepared in accordance with United States Generally Accepted Accounting Principles (U.S. GAAP). The preparation of these consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the balance sheet date and reported amounts of revenue and expenses during the reporting period. On an ongoing basis, we evaluate our estimates and judgments. We base our estimates and judgments on historical experience and on various other factors that are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.
The critical accounting policies and estimates that affect the condensed consolidated financial statements and the judgments and assumptions used are consistent with those described in Note 1 to our audited consolidated financial statements contained in our Annual Report.
Financial Results and Performance Metrics Overview
The table below presents an analysis of selected line items period-over-period in our interim Condensed Consolidated Statements of Operations for the periods indicated.
-27-
Revenue
Total revenues recognized were $1,268,447 and $777,457 for the three months ended March 31, 2022 and 2021, respectively, an increase of approximately 63%. Total revenues recognized were $3,857,273 and $2,754,463 for the nine months ended March 31, 2022 and 2021 respectively, an increase of approximately 40%. Additionally, deferred revenue amounted to $0 and $453,862 as of March 31, 2022 and June 30, 2021, respectively. Revenues increased during the three months and nine months ended March 31, 2022 due to the increase in the customer base for interactive panels and related products as well as additional revenues from OEM customers.
Cost of Sales and Gross Margin
Our cost of sales was $1,015,843 and $356,731 for the three months ended March 31, 2022 and 2021, respectively, an increase of approximately 185%. Our cost of sales was $2,882,705 and $1,660,971 for the nine months ended March 31, 2022 and 2021, respectively, an increase of approximately 74%. Cost of sales consists primarily of manufacturing, freight, and installation costs. There are no significant overhead costs which impact cost of sales. Cost of sales increased during the three and nine months ended March 31, 2022 due to an inventory adjustment to write off obsolete inventory, amortization of product development costs, shipping and supply chain delays and higher freight costs.
General and Administrative
| | | |
Nine months ended
| March 31, 2022
|
| March 31, 2021
|
Stock compensation and stock issued for services
| $ 110,852
|
| $ 2,778,550
|
Impairment
| 46,869
|
| -
|
General and administrative
| 3,627,953
|
| 4,347,555
|
Total General and Administrative Expenses
| $ 3,785,674
|
| $ 7,126,105
|
Total general and administrative expenses (including stock compensation expenses) were $1,126,705 and $1,699,760 for the three months ended March 31, 2022 and 2021, respectively. General and administrative expenses (including stock compensation expenses) were $3,785,674 and $7,126,105 for the nine months ended March 31, 2022 and 2021, respectively, a decrease of approximately 47%.
Other Income (Expense)
| | | | |
Nine months ended
| March 31, 2022
|
|
| March 31, 2021
|
Other Income
| $ 7,878
|
|
| $ 141,017
|
Expenses related to convertible notes payable:
|
|
|
|
|
Change in fair value of derivative liability
| 1,842,000
|
|
| (3,153,583)
|
Interest accretion
| (49,660)
|
|
| (766,603)
|
Interest related to equity purchase agreement
| (2,143,500)
|
|
| (6,807,587)
|
Interest expense
| (724,129)
|
|
| (7,173,779)
|
|
|
|
|
|
Total Other Income (Expense)
| $ (1,067,411)
|
|
| $ (17,760,535)
|
Interest expense amounted to $2,867,629 and $13,981,366 for the nine months ended March 31, 2022 and 2021, respectively, a decrease of 79%. Interest expense of $2,143,500 during the nine months ended March 31, 2022, was due to sales of our common stock to investors under the Equity Purchase Agreement in exchange for proceeds of $1,633,700. Reduced interest expense of $11,113,737 during the nine months ended March 31, 2022, is attributed to the decrease in our overall debt.
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The conversion features in our related party preferred convertible notes payable meet the definition of a derivative liability instrument because the conversion feature is for a variable number of shares at a variable price. As a result, the outstanding conversion features of the notes are recorded as a derivative liability at fair value and marked-to-market each period with the change in fair value charged or credited to income. A derivative liability of $0 and $1,842,000 is recorded at March 31, 2022 and June 30, 2021. The derivative liability was reduced due to the extinguishment of the related party preferred convertible notes by the agreed upon exchange for Series F Preferred Stock in December 2021.
Net Loss for the Period
Net loss incurred for the three months ended March 31, 2022 and 2021 was $1,077,339 and $2,890,289, respectively, a decrease of approximately 63%. Net loss incurred for the nine months ended March 31, 2022 and 2021 was $3,878,517 and $23,793,148, respectively, a decrease of approximately 84%. Noncash contributing factors for the net loss incurred for the three months ended March 31, 2022 and 2021 are as follows:
a). $0 and $2,350 represent consulting fees paid through the issuance of stock for the three months ended March 31, 2022 and 2021, respectively. $32,750 and $2,778,550 represent consulting fees paid through the issuance of stock for the nine months ended March 31, 2022 and 2021, respectively.
b). Interest expenses related to the equity purchase agreement of $0 and $1,805,687 for the three months ended March 31, 2022 and 2021, respectively. Interest expense related to the equity purchase agreement of $2,143,500 and $6,807,587 for the nine months ended March 31, 2022 and 2021, respectively.
c). Depreciation and amortization expenses related to intangibles and capitalized development costs of $137,042 and $96,779 for the three months ended March 31, 2022 and 2021, respectively. Depreciation and amortization expenses related to intangibles and capitalized development costs of $370,419 and $267,660 for the nine months ended March 31, 2022 and 2021, respectively.
Liquidity and Capital Resources
Although our revenues generated from operations have become more sufficient, in order to support our operational activities our revenues we may still need to be supplemented by the proceeds from the issuance of securities, including equity and debt issuances. At March 31, 2022, we had a working capital deficit of $2,611,332 and an accumulated deficit of $51,809,645. As stated in Note 14 to the notes to the unaudited condensed consolidated financial statements included in this Report, our ability to continue as a going concern is dependent upon management's ability to raise capital from the sale of its equity and, ultimately, the achievement of sufficient operating revenues. We anticipate that our current cash and revenue generated from operations will be sufficient for day-to-ay operations; however, we anticipate that we will need additional capital for business expansion and new product development. If our revenues continue to be insufficient to support our operational activities, we intend 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 us on reasonable terms and ultimately generating sufficient revenue from operations. Our operating loss continues to shrink, and investments should allow us to continue for several months until sufficient revenue is met. Management believes that its actions to secure additional funding will allow us to continue as a going concern. We currently do not have any committed sources of financing other than our accounts receivable factoring agreement, which requires us to meet certain requirements to utilize. There can be no assurance that we will meet all or any of the requirements pursuant to our line of credit, or accounts receivable factoring agreement, and therefore those financing options may be unavailable to us. There is no guarantee we will be successful in raising capital outside of our current sources, and if so, that we will be able to do so on favorable terms.
Our cash totaled $479,623 at March 31, 2022, as compared with $541,591 at June 30, 2021, a decrease of $61,968. Net cash of $1,429,853 and $557,645 was used in operations and investing activities, respectively, for the nine months ended March 31, 2022. Cash used in operating activities for the nine months ended March 31, 2022 was $1,429,853 as compared to $6,774,413 for the nine month ended March 31, 2021. The decrease was primarily due to increases in inventories, accounts receivables, decrease in derivative liabilities and an overall decrease in operational expenses.
-29-
Net cash of $1,925,530 was provided from financing activities for the nine months ended March 31, 2022, primarily due to proceeds from the Equity Purchase Agreement of $1,633,700, proceeds of $1,075,000 from convertible notes issued and proceeds of $500,000 from notes issued offset by payments of $991,598 to repay amounts owed under the credit line and payments of principal on notes payable of $217,546 and to a lesser extent payments of $74,026 for payments on advances from a stockholder .
To implement our business plan, we may require additional financing. Further, current or future adverse capital and credit market conditions could limit our access to capital. We may be unable to raise capital or bear an unattractive cost of capital that could reduce our financial flexibility.
Our long-term liquidity requirements will depend on many factors, including the rate at which we grow our business and footprint in the industries. To the extent that the funds generated from operations are insufficient to fund our activities in the long term, we may be required to raise additional funds through public or private financing. No assurance can be given that additional financing will be available or that, if it is available, it will be on terms acceptable to us.
Off-Balance Sheet Arrangements
The Company did not have off-balance sheet arrangements or transactions as of and for the nine months ended March 31, 2022 and 2021.
Non-GAAP Disclosure
To provide investors with additional insight and allow for a more comprehensive understanding of the information used by management in its financial and decision-making surrounding pro forma operations, Galaxy supplements its consolidated financial statements presented on a basis consistent with U.S. generally accepted accounting principles, or GAAP, Adjusted EBITDA as a non-GAAP financial measures of earnings. The tables below provide a reconciliation of the non-GAAP financial measures, presented herein, to the most directly comparable financial measures calculated and presented in accordance with GAAP. Adjusted EBITDA represents EBITDA (earnings before income taxes depreciation and amortization). Galaxy management uses Adjusted EBITDA as financial measures to evaluate the profitability and efficiency of the business model. The Company uses these non-GAAP financial measures to assess the strength of the underlying operations of the business. These adjustments, and the non-GAAP financial measures that are derived from them, provide supplemental information to analyze our operations between periods and over time. Galaxy finds this especially useful when reviewing pro forma results of operations, which include large non-cash expenses including interest on the Equity Purchase Agreement, amortization of intangible assets and capitalized development costs and stock-based compensation. Investors should consider its non-GAAP financial measures in addition to, and not as a substitute for, financial measures prepared in accordance with GAAP. The non-GAAP financial measures should not be considered superior to, as a substitute for, or as an alternative to, and should be considered in conjunction with, the GAAP financial measures presented.
Non-GAAP Adjusted EBITDA financial results for the three months ended March 31, 2022 and 2021:
-30-
During the three and nine months ended March 31, 2022, we issued 675,000 and 1,625,000 shares of common stock respectively, in exchange for proceeds under the Equity Purchase Agreement. We received proceeds of $1,633,700 and recorded additional paid in capital of $2,121,000 upon issue.
| | | |
Three months ended
| March 31, 2022
|
| March 31, 2021
|
|
|
|
|
Revenue
| $ 1,268,447
|
| $ 777,457
|
Gross Profit
| 252,604
|
| 420,726
|
General and Administrative Expenses
| 1,204,807
|
| 1,699,760
|
Loss from Operations
| (952,203)
|
| (1,279,034)
|
Other Income (Expense)
| (125,136)
|
| (1,611,255)
|
Net Loss
| (1,077,339)
|
| (2,890,289)
|
Interest, Taxes, Depreciation, Stock Compensation and Amortization
| 114,660
|
| 1,909,376
|
Non-GAAP Adjusted EBITDA
| $ (962,679)
|
| $ (980,913)
|
Non-GAAP Adjusted EBITDA was a loss of $962,679 for the three months ended March 31, 2022 compared to the loss of $980,913 for the three months ended March 31, 2021.
| | | |
Nine months ended
| March 31, 2022
|
| March 31, 2021
|
|
|
|
|
Revenue
| $ 3,857,273
|
| $ 2,754,463
|
Gross Profit
| 974,568
|
| 1,093,492
|
General and Administrative Expenses
| 3,785,674
|
| 7,126,105
|
Loss from Operations
| (2,811,106)
|
| (6,032,613)
|
Other Income (Expense)
| (1,067,411)
|
| (17,760,535)
|
Net Loss
| (3,878,517)
|
| (23,793,148)
|
Interest, Taxes, Depreciation, Stock Compensation and Amortization
| 2,448,203
|
| 10,010,896
|
Non-GAAP Adjusted EBITDA
| $ (1,430,314)
|
| $ (13,782,252)
|
Non-GAAP Adjusted EBITDA was a loss of $1,430,314 for the nine months ended March 31, 2022 compared to the loss of $13,782,252 for the nine months ended March 31, 2021.