See accompanying notes to the consolidated financial statements.
FOOTNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2022 and 2021
Note 1 – Summary of Significant Accounting Policies
Corporate History, Nature of Business, Mergers and Acquisitions
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. ("Private Galaxy").
FullCircle Registry, Inc., ("FLCR") is a holding company created for the purpose of acquiring small profitable businesses to provide exit plans for those company's owners. FLCR's subsidiary, FullCircle Entertainment, Inc. ("Entertainment" or "FLCE"), owned and operated Georgetown 14 Cinemas, a fourteen-theater movie complex located in Indianapolis, Indiana.
On June 22, 2018, Private Galaxy consummated a reverse triangular merger whereby Galaxy merged with and into Full Circle Registry, Inc.'s ("FLCR") as a newly formed subsidiary which was formed specifically for the transaction ("Galaxy MS"). The merger resulted in Private Galaxy MS becoming a wholly-owned subsidiary of FLCR. For accounting purposes, the acquisition of Private 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 Private Galaxy's stockholders gained majority control of the outstanding voting power of FLCR's 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 Private Galaxy. The financial statements after the completion of the merger include the combined assets and liabilities of the combined company (collectively Private Galaxy, FLCR and FLCE).
In recognition of Private Galaxy's 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) the Company changed its fiscal year end to June 30, effective June 2018; (3) the Company's 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 Private Galaxy.
On September 3, 2019, Galaxy acquired 100% of the stock of Interlock Concepts, Inc. ("Concepts") and Ehlert Solutions Group, Inc. ("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.
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.
F-10
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.
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 & Acer computers, Verizon WiFi and more. Galaxy's distribution channel consists of approximately 44 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.
The Entertainment segment was sold on February 6, 2019 in exchange for 193 Galaxy common shares.
Impact COVID-19 Aid, Relief and Economic Security Act
The Cares Act allowed employers to defer the deposit and payment of the employer’s share of Social Security taxes
from March 27, 2020 through September 30, 2021. The deferred deposits of the employer’s share of Social Security
tax must be deposited 50% by December 31, 2021, and 50% by December 31, 2022. The Company’s remaining
deferred deposits and current payments due amounted to $457,704 of Social Security Tax at June 30, 2022.
In fiscal years 2022 and 2021, the Company applied for Employee Retention Credits and has recognized approximately $40,000 as a reduction to operating expenses in the consolidated statement of operations.
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.
F-11
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").
The financial statements include the consolidated assets and liabilities of the combined company (collectively Private Galaxy FLCR Interlock Concepts, Inc., Ehlert Solutions Group, Inc., and Classroom Tech, referred to collectively as the "Company"). See Note 12.
All intercompany transactions and accounts have been eliminated in the consolidation.
The Company is an over-the-counter public company traded under the stock symbol listing GAXY (formerly FLCR).
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 valuation of goodwill and intangible assets, valuation of convertible notes payable and warrants, and the valuation of deferred tax assets. It is reasonably possible that the significant estimates used will change within the next year.
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 7, 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 adjustment for the reverse split.
| | | | | | | |
Capital Structure | | | | | | |
The Company's capital structure is as follows: | | | | | | |
| | | June 30, 2022 | | | |
| Authorized | | Issued | | Outstanding | |
Common stock | 20,000,000 | 19,169,128 | 19,168,935 | $.0001 par value, one vote per share |
Preferred stock: All Series | 200,000,000 | - | - | $.0001 par value |
Preferred stock-Series A | 750,000 | - | - | $.0001 par value; no voting rights |
Preferred stock-Series B | 1,000,000 | - | - | Voting rights of 10 votes for 1 Preferred B |
| | | | | | share; 2% preferred dividend payable |
| | | | | | annually |
Preferred stock-Series C | 9,000,000 | - | - | $.0001 par value; 500 votes per share, |
| | | | | | convertible to common stock |
Preferred stock-Series F | 15,000 | 11,414 | 11,414 | $.0001 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 |
| | | | | | |
Preferred stock- Series G | 51 | | 51 | | 51 | $.0001 par value; 51% of the voting power of all voting securities of the |
| | | | | | Company, including the common and preferred stock. |
F-12
| | | | | | |
| | | 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
|
Preferred stock-Series A
| 750,000
| -
| -
| $.0001 par value; no voting rights
|
Preferred stock-Series B
| 1,000,000
| -
| -
| Voting rights of 10 votes for 1 Preferred B share; 2% preferred
|
| | | | | | dividend payable annually
|
| | | | | | |
Preferred stock-Series C
| 9,000,000
| -
| -
| $.0001 par value; 500 votes per share,
|
| | | | | | convertible to common stock
|
Preferred stock-Series 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-Series E
| 500,000
| 500,000
| 500,000
| $.0001 par value; no voting rights,
|
| | | | | | convertible to common stock
|
Authorized common stock increased from 20,000,000 to 200,000,000 on August 31, 2022. There was a 200:1 reverse split effective on March 7, 2022.
There is no publicly traded market for the preferred shares. The Preferred Series D and E were retired in December 2021. Preferred Series G were issued in June 2022, pursuant to Employment Agreements (Note 11).
There are 34,952,209 common shares reserved at June 30, 2022 under terms of notes payable agreements, and the Stock Plan (see Notes 6, 11, and 13).
There are 2,437,467 issued common shares that are restricted as of June 30, 2022. The shares will become free-trading upon satisfaction of certain terms within the debt agreements.
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.
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.
Deferred revenue consists of customer deposits and advance billings of the Company's 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, 2022 and 2021, the Company accrued $108,043 and $108,043 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 $8,900 and $5,693 of warranty expense for the years ended June 30, 2022 and 2021, respectively.
Product sales resulting from fixed-price contracts involve a signed contract for a fixed price or a binding purchase order to provide the Company's 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.
F-13
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 Company's 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 Company's 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 Company's 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.
Supplier Agreement
Galaxy is an original equipment manufacturer (OEM) for an audio amplification device used primarily in classrooms under a master supplier contract. The master supplier agreement outlines terms of each purchase order issued under the agreement.
In general, Galaxy receives a prepayment with each purchase order to cover upfront costs. The prepayment, a contract liability, is recorded as deferred revenue and released to income as finished products are shipped and received. Contract assets are recorded in accounts receivable. The supplier agreement states that title passes upon receipt. The product is rebranded and sold to customers. The supplier contract was acquired with the Concepts and Solutions acquisition in September 2019. The initial contract was for 1 year with 2 two-year extensions available. The master agreement extensions will expire in September 2024. All units under the contract and related purchase orders are complete and delivered as of June 30, 2022. At June 30, 2021, approximately 11% of the units under the contract were complete and delivered.
Contract assets and contract liabilities are as follows:
| | | | |
| | | | |
| | June 30, 2022
| | June 30, 2021
|
Contract Assets
| $
| 55,125 | $
| 43,360 |
Contract Liabilities
| $
| -
| $
| 228,514 |
For the years ended June 30, 2022 and 2021, the Company recognized $1,171,344 and $1,467,589 of revenue under the above contract.
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.
F-14
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. 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 accounts receivable is then reduced by an allowance based on management's estimate. Management deemed no allowance for doubtful accounts was necessary at June 30, 2022 and 2021. At June 30, 2022 and 2021, $175,436 and $190,779 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 and is primarily comprised of interactive panels, audio, intercom and bell products and related accessories. Management estimates $116,362 and $67,635 of inventory reserves at June 30, 2022 and 2021, respectively.
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.
Property and equipment and the estimated useful lives used in computing depreciation, are as follows:
| |
Furniture and fixtures
| 5 years |
Equipment
| 5 to 8 years |
Vehicles
| 5 years |
Building
| 40 years |
Building Improvements
| 8 years |
Depreciation is provided using the straight-line method over the estimated useful lives of the depreciable assets. Depreciation expense was $35,474 and $16,005 for the years ended June 30, 2022 and 2021, 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 asset's carrying amount over the fair value of the asset.
Goodwill
Goodwill is attributed to the reverse merger of FullCircle Registry and the acquisition of Concepts and Solutions. Goodwill 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 unit's 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 Company's consolidated statement of operations. As of June 30, 2022, 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.
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. The Company acquired intangible assets related to acquisitions. During the year ended June 30, 2022, the Company impaired $37,885 of the intangible assets and wrote down $193,346 of inventory related to the acquisition of Classroom. There was no impairment in the year ended June 30, 2021.
F-15
Goodwill and intangible assets, and product development costs are comprised of the following at June 30, 2022:
| | | | | | | | | |
| Cost
| | Accumulated Amortization
| | Net Book Value
| | Impairment
| | Total
|
Goodwill
| $ 834,220 | | $ -
| | $ 834,220 | | $ -
| | $ 834,220 |
Finite-lived assets:
| | | | | | | | | |
Customer list
| $ 922,053 |
| $ (472,320) | | $ 449,733 | | $ (33,184) | | $ 416,549 |
Vendor relationships
| 484,816 |
| (264,565) | | 220,251 | | (4,701) | | 215,550 |
Capitalized product development costs
| 1,279,686 |
| (468,594) | | 811,092 | | -
| | 811,092 |
| | | | | | | | | |
| $ 2,686,555
| | $ (1,205,479)
| | $ 1,481,076
| | $ (37,885)
| | $ 1,443,191
|
Goodwill and intangible assets, and product development costs are comprised of the following at June 30, 2021:
| | | | | | | | | |
| Cost
| | Accumulated Amortization
| | Net Book Value
| | Impairment
| | Total
|
Goodwill
| $ 834,220 | | $ -
| | $ 834,220 | | $ -
| | $ 834,220 |
Finite-lived assets:
| | | | | | | | | |
Customer list
| $ 922,053 |
| $ (314,166) | | $ 607,887 | | $ -
| | $ 607,887 |
Vendor relationships
| 484,816 |
| (168,474) | | 316,342 | | -
| | 316,342 |
Capitalized product development costs
| 790,118 |
| (197,532) | | 592,586 | | -
| | 592,586 |
| | | | | | | | | |
| $ 2,196,987 | | $ (680,172) | | $ 1,516,815 | | $ -
| | $ 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.
Estimated amortization expense related to finite-lived intangible assets for the next five years is: $272,000 for fiscal year 2023, $272,000 for fiscal year 2024, $88,099 for fiscal year 2025. Amortization expense was $254,245 and $474,635 for the years ended June 30, 2022 and 2021, respectively.
Product Development Costs
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 was $271,062 and $195,996 for the years ended June 30, 2022 and 2021 respectively and is included in cost of revenues in the Company’s consolidated statements of operations.
Estimated amortization expense related to product development cost and finite-lived intangible assets for the next five years is: $370,344 for fiscal year 2023, $168,367 for fiscal year 2024, $131,510 for fiscal year 2025, $65,724 for fiscal year 2026, and $50,635 for fiscal year 2027 and $24,512 thereafter.
Research and Development
Research and development costs are expensed as incurred and totaled $0 for the years ended June 30, 2022 and 2021. Research and development costs of $503,706 and $508,266 were capitalized as development costs during the years ended June 30, 2022 and 2021.
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.
F-16
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).
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.
Stock-based Compensation
The Company records stock-based compensation in accordance with the provisions set forth in ASC 718, Stock Compensation. 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.
As of June 30, 2022 and 2021, 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.
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.
In December 2019, the FASB issued ASU No. 2019-12 "Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes ("ASU 2019-12") by removing certain exceptions to the general principles. The amendments will be effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2021. Early adoption of the amendments is permitted. Depending on the amendment, adoption may be applied on a retrospective, modified retrospective or prospective basis. The Company is currently evaluating the impact of adoption of the new guidance to its consolidated financial statements.
F-17
Note 2 – Property and Equipment
Property and equipment are comprised of the following at:
| | | |
| June 30, 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
| (141,125) | | (109,523) |
| | | |
Property and equipment, net
| $ 348,869 | | $ 86,812 |
Note 3 – Line 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 June 30, 2022 and 2021, respectively. The line of credit was 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. This agreement automatically renews for a two year period unless notice is given. Total available credit under the factoring agreement was $1,000,000 as of June 30, 2022. See Note 11.
F-18
Note 4 – Notes Payable
The Company's long term notes payable obligations to unrelated parties are as follows at:
| | | | | |
| June 30, 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 principal and interest payments of $4,405 through maturity. The note is collateralized by a certificate of deposit owned by a related party.
| | |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
$ 207,058
| | $ 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.
| -
| | 348,456
|
| | |
|
Note payable to an investor of $360,000 bearing interest at 12% and maturing February 28, 2023. Monthly installments of $30,000 beginning May 2022. The loan was issued at a discount of $60,000 and has a convertible default provision in the event the Company does not make the monthly payments. In July 2022, payments for June, July, and August 2022 were deferred to September 30, 2022 by the lender in exchange for $30,000 increase in the principal and a change in terms of certain default provisions.
| 269,432
| | -
|
| | |
|
Note payable to an investor bearing interest at 12% and maturing March 18, 2023. Monthly installments of $22,558 begin on May 2022. The loan was issued at a discount of $24,450 and has a convertible default provision in the event the Company does not make the monthly payments.
| 158,745
| | -
|
| | |
|
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. On May 25, 2022, the June, July, and August 2022 payments were deferred in exchange for 750,000 shares of common stock and a $146,667 increase to the principal balance.
| 1,294,198
| | -
|
| | |
|
F-19
| | | | | |
Note payable of $600,000 due December 21, 2022, issued at a discount of $60,000, bearing 12% annual interest. A warrant for the purchase of 600,000 common shares at an exercise price of $0.50 per share was issued as a commitment fee. Principal and interest on the loan are due at maturity.
| 540,000
| | -
|
| | |
|
Note payable of $450,000 with payments of $62,438 due each month starting on September 22, 2022. The loan was issued at a discount of $49,500, bears 11% interest and has a convertible default provision in the event the Company does not make the monthly payments.
|
400,500 |
|
- |
| | |
|
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 November 21, 2022.
| 150,000
| | 150,000
|
| | |
|
Financing lease liabilities for offices and warehouses with monthly installments of $22,810 (ranging from $245 to $9,664) over terms expiring through December 2024.
| 179,512
| | 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.
| 25,771
| | 31,016
|
| | | |
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.
| 51,826
| | -
|
| | | |
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.
| 29,696
| | -
|
Total Notes Payable
| 3,306,738
| | 974,562
|
| | | |
Less: Unamortized original issue discounts
| 242,529
| | 17,500
|
| | | |
Current Portion of Notes Payable
| 2,815,231
| | 552,055
|
| | | |
| | |
|
Long-term Portion of Notes Payable
| $ 248,978
| | $ 405,007
|
The original issue discount is being amortized over the terms of the notes using the effective interest method.
The Company was notified by the SBA that the PPP loan of approximately $310,000 was forgiven and recorded the forgiveness as other income in the consolidated statement of operations for the year ended June 30, 2021.
Future minimum principal payments on the non-related party long term notes payable are as follows:
| | | | |
| | |
Year ending June 30,
| | |
2023
| $
| 2,815,231
|
2024
| | 152,738
|
2025
| | 103,031
|
2026
| | 72,499
|
2027
| | 22,250
|
Thereafter
| | 140,989
|
| $
| 3,306,738
|
F-20
Note 5 – 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, 2022 and 2021 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value
| | | | | | | | | |
At June 30 , 2022
| | | | | | | | |
| | | Total
| | Level 1
| | Level 2
| | Level 3
|
| Original issue discount, convertible debt
| | $ -
| | $ -
| | $ -
| | $ -
|
| | | | | | | | | |
At June 30, 2021
| | | | | | | | |
| | | Total
| | Level 1
| | Level 2
| | Level 3
|
| Original issue discount, convertible debt
| | $ 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).
Note 6 – Related Party Transactions
| | | |
| June 30, 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 preacquisition withholding tax issues of Concepts and Solutions.
| 1,030,079
| | 1,030,079
|
| | | |
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
|
| | | |
F-21
| | | |
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 beginning in June 2022. The note is collateralized by a security interest in a certain customer purchase order. Monthly payments were deferred by the lender to a future date to be determined by the lender.
| 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 preacquisition liability with a bank.
| 55,000
| | 155,690
|
| | | |
Long term note bearing interest at 6% and maturing December 31, 2024 and other short term payables due to stockholders and related parties.
| 355,538
| | 75,986
|
|
| |
|
| | | |
Total Related Party Notes Payable
| 1,825,617
| | 3,471,755
|
| | | |
Current Portion of Related Party Notes Payable
| 1,238,755
| | 3,471,755
|
| | | |
Long-term Portion of Related Party Notes Payable
| $586,862
| | $ -
|
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 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 June 30, 2022 and 2021, the derivative liability is $0 and $1,842,000.
Leases
The Company leases property used in operations from a related party under terms of a financing lease. The term of the lease expires on December 31, 2021 and continues on a month to month basis. The monthly lease payment is $9,664 plus maintenance and property taxes, as defined in the amended lease agreement. Rent expense for this lease was $115,968 and $290,772 for the years ended June 30, 2022 and 2021, respectively.
The Company leases a vehicle from related parties under a financing lease (Note 4) which ended in July 2021. The Company paid the lease payments directly to the creditors, rather than the lessor. The leased vehicle is used in operations for deliveries and installations.
Other 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).
A related party loaned the Company $370,000 on June 1, 2022 for working capital purposes (Note 6). The loan bears interest at 6% and is due at maturity on December 31, 2024.
Note 7 – Lease Agreements
Financing Lease Agreements
The Company leases offices and warehouses under financing lease agreements with monthly installments of $22,810 (ranging from $245 to $9,664) over various terms, expiring through December 2024.
| | | |
|
June 30, 2022 |
|
June 30, 2021 |
Right of use assets:
| | | |
Operating right of use assets
| $179,512
| | $208,051
|
| | | |
Operating lease liabilities
| | | |
Current portion of leases payable
| 80,096
| | 152,824
|
Leases payable, less current portion
| 99,416
| | 55,227
|
Total operating lease liabilities
| $179,512
| | $208,051
|
F-22
As of June 30, 2022, operating lease maturities are as follows:
| | |
| | |
Period ending June 30,
| | |
2023
| $
| 80,096 |
2024
| | 76,229 |
2025
| | 23,187 |
| | |
| $
| 179,512 |
Note 8 – Equity
All share amounts have been adjusted to reflect a 1:200 reverse split effective March 7, 2022.
For the year ended June 30, 2022:
During the year ended June 30, 2022, the Company issued 73,517 shares of common stock for services.
During the year ended June 30, 2022, the Company issued 500,000 shares of common stock under a Purchase Agreement.
During the year ended June 30, 2022, the Company issued 1,125,000 shares of common stock in exchange for proceeds under the Equity Purchase Agreement.
During the year ended June 30, 2022, the Company issued 1,812,500 shares of common stock as commitment shares in a structured loan.
During the year ended June 30, 2022, the Company cancelled 241,303 shares of common stock representing fractional shares resulting from the 200:1 reverse split.
During the year ended June 30, 2022, the Company entered into exchange agreements to issue 11,414 shares of Preferred Series F stock.
During the year ended June 30, 2022, the Company cancelled 500,000 shares of Preferred Series E stock.
During the year ended June 30, 2022, the Company issued 51 shares of Preferred Series G stock under terms of employment agreements.
During the year ended June 30, 2022, the Company issued 600,000 warrants to an investor.
For the year ended June 30, 2021:
During the year ended June 30, 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 year ended June 30, 2021.
During the year ended June 30, 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 year ended June 30, 2021.
During the year ended June 30, 2021, the Company issued 1,248,961 shares of common stock to warrant holders in six cashless transactions.
During the year ended June, 2021, the Company issued 3,279,693 shares of common stock under the Equity Purchase Agreement. These shares were valued at $13,601,329 upon issuance during the year ended June 30, 2021.
During the year ended June 30, 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 year ended June 30, 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 year ended June 30, 2021.
See the capital structure section in Note 1 for disclosure of the equity components included in the Company's consolidated financial statements.
Warrants
Warrants are granted with an exercise price no less than the fair market value of the warrant on the date of the grant and vest immediately. A warrant is entitled to convert into one common share at an exercise price of $0.50. There are 600,000 warrants granted on June 21, 2022.
F-23
The fair value of each equity-based award is estimated on the date of grant using the Black-Scholes option pricing model that uses the assumptions noted in the following table for the year ended June 30, 2022:
| |
Stock price volatility
| 190% |
Expected term
| 1 year |
Risk-free interest rate
| 3.21% |
Expected dividends
| 0% |
A summary of the warrant status at June 30, 2022 and changes during the year ended is presented below. There were no warrants outstanding during the year ended June 30, 2021.
| | |
|
Warrants
| Weighted Average Exercise Price
|
Outstanding, beginning of year
| -
| $ -
|
Granted
| 600,000
| 0.50
|
Forfeited
| -
| -
|
Outstanding, end of year
| 600,000
| $ 0.50
|
| | |
Exercisable, end of year
| 600,000
| |
A further summary of warrants outstanding at June 30, 2022 is as follows:
| | | | | |
Warrants |
Exercise price |
Number Exercisable |
Number Outstanding | Weighted Average Remaining Life
|
Intrinsic Value |
600,000 | $ 0.50 | 600,000 | 600,000 | 5 years | Amount is negligible
|
There are no unvested warrants.
F-24
Note 9 - Income Taxes
The Company’s effective tax rate differed from the federal statutory income tax rate for the years ended June 30, 2022 and 2021 as follows:
| |
Federal statutory rate
| 21% |
State tax, net of federal tax effect
| 5.5% |
Valuation allowance
| 27% |
Effective tax rate
| 0% |
The Company had no federal or state income tax (benefit) for the years ended June 30, 2022 and 2021.
The Company’s deferred tax assets and liabilities as of June 30, 2022 and 2021, are summarized as follows:
| | | | | |
Federal
| |
2022 |
| |
2021 |
| | | | | |
Deferred tax assets
| $
| 7,781,500 | $
| 10,226,700 |
Less valuation allowance
| | (7,781,500) | | | (10,226,700) |
Deferred tax liabilities
| | -
| | | -
|
| | -
| | | -
|
State
| | | | | |
| | | | | |
Deferred tax assets
| | 1,966,600 | | | 2,730,800 |
Less valuation allowance
| | (1,966,600) | | | (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 June 30, 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 2023 to 2038, 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.
F-25
The significant components of deferred tax assets as of June 30, 2022 and 2021, are as follows:
| | | |
| | 2022
| 2021
|
Net operating loss carryforwards
| $
| 9,539,900 | $ 12,579,200 |
Valuation allowance
| | (9,748,100) | (12,957,500) |
Property and equipment
| | (32,000) | (20,400) |
Goodwill
| | 11,000 | 251,600 |
Intangible assets
| | 124,600 | 72,900 |
Development costs
| | 46,100 | 27,900 |
Inventory allowance
| | 30,300 | 17,800 |
Warranty accrual and other
| | 28,200 | 28,500 |
Net Deferred Tax Assets
| $
| -
| $ -
|
As of June 30, 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 June 30, 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 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 June 30, 2022 and 2021 (Note 6).
F-26
Concentrations
Galaxy contracts the manufacture of its products with 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 three vendors that accounted for approximately 83% of purchases and three vendors that accounted for approximately 75% of purchases as of June 30, 2022 and 2021, respectively.
Galaxy has two customers that accounted for approximately 77% of accounts receivable at June 30, 2022 and two customers that accounted for approximately 73% of accounts receivable at June 30, 2021. Galaxy has three customers that accounted for approximately 66% and two customers that accounted for approximately 50% of total revenue for the years ended June 30, 2022 and 2021, respectively.
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 years ended June 30, 2022 and 2021, the Company issued 1,125,000 and 3,279,693 shares of common stock to the investor in exchange for proceeds for working capital to support research and development cost and other general and administrative expenses.
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 $73,865 and $77,600 during the years ended June 30, 2022 and 2021, respectively.
F-27
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 and further amended in 2022 to extend the term for an additional three-years. 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, more than 51% of the total voting rights. The agreement includes a non-compete agreement and severance benefits of $90,000. In June 2022, 26 shares of Preferred Series G stock were issued to the CEO under terms of this agreement, which represents 26% of the voting power.
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 and further amended in 2022 to extend the term for an additional three-years. 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, more than 51% of the total voting rights. The agreement includes a non-compete agreement and severance benefits of $72,000. In June 2022, 25 shares of Preferred Series G stock were issued to the CFO/COO under terms of this agreement which represents 25% of the voting power.
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 4.5% equity interest in Galaxy. The 4.5% 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 shares of common stock upon execution of the renewal. The Company paid the consultants $0 and $0 for consulting services provided during the years ended June 30, 2022 and 2021, respectively. The Company issued 0 and 97,250,000 shares to the consultants under the Company's Stock Plan during the years ended June 30, 2022 and 2021, respectively.
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 fiscal year 2021. The Company paid the consultants $0 and $0 for consulting services provided during the years ended June 30, 2022 and 2021 respectively.
Agency Agreement
Effective December 11, 2018, the Company entered into a 12-month contract with an agent to raise capital. The agent receives a finder's 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 parties signed a release to end the agreement effective January 15, 2021. The Company paid $0 in fees and issued no shares of common stock during the year ended June 30, 2022. The Company paid $40,000 in fees and issued no shares of common stock during the year ended June 30, 2021.
F-28
Investor Relations and Advisory Agreement
On May 1, 2019, the Company entered into an Investor Relations and Advisory Agreement. The Agreement was amended May 1, 2022. The Company pays $8,000 per month under this agreement in cash and a restricted common stock monthly fee in advance of services each month. The number of shares issued is calculated based on the closing price of the Company's common shares on the first day of the month. The Company paid $0 and $0 in fees during years ended June 30, 2022 and 2021. The Company issued 61,017 common shares to the consultant on February 2, 2022 and 1,000,000 common shares on August 1, 2022.
Investor Relations Consulting Agreement
On April 26,2022, the Company entered into a 12 month Investor Relations Consulting Agreement. The Company pays $10,000 per month under this agreement in cash and $20,000 worth of restricted common stock four times over the term of the agreement. The Agreement will automatically renew each year, unless either party gives notice.
Business Development and Marketing Agreement
Effective June 10, 2019, the Company entered into a three-month contract for certain advisory and consulting services, which was renewed in one to three month increments after the initial contract period. The Company issues 15,000 shares and pays $20,000 per month under the terms of the initial agreement. The Company paid $0 and $102,500 in fees during the years ended June 30, 2022 and 2021. The Company issued 12,500 and 42,500 shares to the consultant for consulting services during the years ended June 30, 2022 and 2021, respectively.
Consulting Agreement
Effective October 1, 2019, the Company entered into a 1-year agreement for corporate consulting services and financial advisory services. The Company will issue 50,000 shares to the consultant each quarter, up to a total of 200,000 shares for the year. The Company paid $0 and $40,000 in fees during the years ended June 30, 2022 and 2021, respectively. The Company issued 0 and 50,000 shares to the consultant for consulting services during the years ended June 30, 2022 and 2021, respectively.
Note 12 – Acquisitions
Classroom Technologies Solutions, Inc.
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 of common stock to the seller of Classroom Tech.
F-29
The following table summarizes the allocation of the fair value of the assets as of the acquisition date through pushdown accounting
| | | | |
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
| | | | |
| | | |
Stock
| $
| 151,000
| |
Bonus program
| | | 30,000
| |
Notes payable to seller and related party of seller
| | | 164,526
| |
| | $
| 345,526
| |
Impairment expense during the year ended June 30, 2022 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.
Note 13 – Stock Plan
The Company established a 2022 Equity Stock Purchase Plan to encourage the purchase of shares of common stock by eligible employees and participating companies. No shares have been purchased under the Plan to date.
The Company established a 2022 Equity Incentive Plan to enable the Company to award long term performance-based equity incentives to employees and others. No equity awards have been issued under the Plan to date.
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. 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 June 30, 2021. No additional shares were awarded during the year ended June 30, 2022.
F-30
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 $3,800,000, an accumulated deficit of approximately $54,000,000, and cash used in operations of approximately $1,200,000 at June 30, 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
In July and August, 2022, a shareholder and Board President loaned the Company $410,785 for working capital. The loan bears interest at 6% and matures on December 31, 2024. During the first six months of the loan, weekly payments of $13,722 are payable on the loan.
On July 11, 2022, the Company issued 800,000 shares to an investor as commitment fees for a note payable.
On July 16, 2022, the Company entered into a one year agreement with an underwriter. The Company paid the underwriter $15,000 upon engagement. Future fees and equity issuance to the underwriter are planned based on future events.
In July 18, 2022, the Company entered into an amendment to a promissory note with a lender to defer the $30,000 monthly payments for June, July, and August 2022 to September 30, 2022 in exchange for a $30,000 increase in the principal of a $360,000 note payable and a change in terms of certain default provisions (Note 4).
On July 18, 2022, the Company changed its authorized common shares to 200,000,000 with the State of Nevada (Note 1).
On August 1, 2022, the Company issued 1,000,000 shares to a consultant and shareholder for advisory fees under an Investment Relations and Advisory Agreement.
On August 18, 2022, the Company received proceeds of $125,000 pursuant to a new note payable of $144,200 with equal installment payments of $16,150 due each month starting September 17, 2022. The loan was issued at a discount of $15,450, bears interest at 12% and has a convertible default provision in the event the Compnay does not make the monthly payments.
F-31
On August 31, 2022, the Company received proceeds of $155,837 under an equity line of credit with a bank. The line of credit bears interest at prime plus 1% and matures August 25, 2027. Collateral on the line of credit includes a certain fixed asset of the Company.
On August 24, 2022, the Company issued 350,000 shares to a church in upstate New York as a charitable donation.
On August 29, 2022, the Company received 36,500 shares of common stock from a former investor. The shares can be re-issued.
On August 31, 2022, the Company entered into a $900,000 note payable with an investor, issued at a discount of $135,000, due August 31, 2023, and bearing 12% interest. A warrant for the purchase of 1,000,000 common shares at an exercise price of $.01 per share was issued as a commitment fee to the investor. Additional commitment fees could apply based on future events. The exercise price of the warrant is subject to change based on future events. Payment of principal and interest is due at maturity. The note has a convertible default provision in the event the Company does not make the payment at maturity. The conversion terms are variable and equal to the lowest trading price (i) during the previous twenty (20) trading day period ending on the date of issuance of the Note, or (ii) during the previous twenty (20) trading day period ending on the conversion date. There are other variable terms related to conversion if default occurs. The note has anti-dilution clauses as well. The conversion terms are not applicable as long as the loan is current.
On September 19, 2022, the Company issued 70,922 shares to a consultant for advisory fees under an Investment Relations Agreement.
F-32
========================================================================
| | | | |
GALAXY NEXT GENERATION, INC.
|
Condensed Consolidated Balance Sheets
|
|
|
|
|
| March 31, 2023
|
| June 30, 2022
|
Assets
| (Unaudited)
|
| (Audited)
|
Current Assets
|
|
|
|
Cash
| $ 170,096
|
| $ 300,899
|
Accounts receivable, net
| 638,440
|
| 452,643
|
Inventories, net
| 486,568
|
| 1,002,108
|
Other current assets
| 3,950
|
| 3,950
|
Total Current Assets
| 1,299,054
|
| 1,759,600
|
|
|
|
|
Property and Equipment, net (Note 2)
| 318,694
|
| 348,869
|
Intangibles, net (Note 1)
| 1,137,821
|
| 1,443,191
|
Goodwill (Note 1)
| 834,220
|
| 834,220
|
Operating right of use asset (Note 7)
| 129,758
|
| 179,512
|
Total Assets
| $ 3,719,547
|
| $ 4,565,392
|
|
|
|
|
Liabilities and Stockholders' Deficit
|
|
|
|
Current Liabilities
|
|
|
|
Line of credit (Note 3)
| $ 332,281
|
| $ -
|
Derivative liability, convertible debt features (Note 5)
| 12,189
| | -
|
Current portion long term notes payable (Note 4)
| 3,795,339
|
| 2,815,231
|
Accounts payable
| 883,078
|
| 737,948
|
Accrued expenses
| 1,563,428
|
| 993,371
|
Deferred revenue
| 175,436
|
| 175,436
|
Short term portion of related party notes and payables (Note 6)
| 105,876
|
| 1,238,755
|
Total Current Liabilities
| 6,867,627
|
| 5,960,741
|
Noncurrent Liabilities
|
|
|
|
Related party notes payable, less current portion (Note 6)
| 2,379,702
|
| 586,862
|
Notes payable, less current portion (Note 4)
| 382,144
|
| 248,978
|
Total Liabilities
| 9,629,473
|
| 6,796,581
|
|
|
|
|
Stockholders' Deficit
|
|
|
|
Common stock
| 330,873
|
| 321,134
|
Preferred stock – Series G, non-redeemable
| -
|
| -
|
Preferred stock - Series F, subject to redemption
| 10
|
| 11
|
Additional paid-in-capital
| 53,901,728
|
| 51,629,750
|
Accumulated deficit
| (60,142,537)
|
| (54,182,084)
|
Total Stockholders' Deficit
| (5,909,926)
|
| (2,231,189)
|
Total Liabilities and Stockholders' Deficit
| 3,719,547
|
| $ 4,565,392
|
See accompanying notes to the condensed consolidated financial statements (unaudited).
F-33
GALAXY NEXT GENERATION, INC.
Condensed Consolidated Statements of Operations (Unaudited)
|
|
|
|
|
|
|
|
|
|
|
For the Three Months
|
For the Nine Months
|
|
Ended March 31,
|
Ended March 31,
|
|
2023
|
2022
|
2023
|
2022
|
Revenues
|
$ 657,235
|
$ 1,268,447
|
$ 1,705,319
|
$3,857,273
|
Cost of Sales
|
772,238
|
1,015,843
|
1,373,739
|
2,882,705
|
|
|
|
|
|
Gross Profit
|
(115,003)
|
252,604
|
331,580
|
974,568
|
General and Administrative Expenses
|
|
|
|
|
Stock compensation and stock issued for services
|
-
|
78,102
|
238,128
|
110,852
|
Impairment expense
|
-
|
-
|
-
|
46,869
|
General and administrative
|
667,185
|
1,126,705
|
3,610,456
|
3,627,953
|
Total General and Administrative Expenses
|
667,185
|
1,204,807
|
3,848,548
|
3,785,674
|
Loss from Operations
|
(782,188)
|
(952,203)
|
(3,517,004)
|
(2,811,106)
|
Other Income (Expense)
|
|
|
|
|
Other income
|
504
|
2,000
|
3,304
|
7,878
|
Expenses related to convertible notes payable:
|
|
|
|
|
Change in fair value of derivative liability
|
61,553
|
-
|
(12,189)
|
1,842,000
|
Interest accretion
|
(153,515)
|
(25,370)
|
(389,628)
|
(49,660)
|
Interest expense related to Equity Purchase Agreement (Note 11)
|
|
-
|
-
|
(2,143,500)
|
Interest expense
|
(606,740)
|
(101,766)
|
(2,044,936)
|
(724,129)
|
Total Other Income (Expense)
|
(698,198)
|
(125,136)
|
(2,443,449)
|
(1,067,411)
|
Net Loss before Income Taxes
|
(1,480,386)
|
(1,077,339)
|
(5,960,453)
|
(3,878,517)
|
Income taxes (Note 9)
|
-
|
-
|
-
|
-
|
Net Loss
|
$(1,480,386)
|
$(1,077,339)
|
$(5,960,453)
|
$(3,878,517)
|
Net Basic and Fully Diluted Loss Per Share
|
$ (0.0575)
|
$ (0.0636)
|
$ (0.1603)
|
$ (0.2325)
|
Weighted average common shares outstanding
|
|
|
|
|
Basic
|
25,743,455
|
16,939,276
|
37,174,607
|
16,679,847
|
Fully diluted
|
40,523,875
|
16,945,205
|
43,428,760
|
16,683,828
|
See accompanying notes to the condensed consolidated financial statements (unaudited).
F-34
GALAXY NEXT GENERATION, INC.
|
Consolidated Statement of Changes in Stockholders’ Deficit
|
Nine Months Ended March 31, 2023
|
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock
|
Preferred Stock Series G
|
Preferred Stock Series F
|
Additional
|
Accumulated
|
Total
Stockholders’
|
|
Shares
|
Amount
|
Shares
|
Amount
|
Shares
|
Amount
|
Paid-in Capital
|
Deficit
|
Deficit
|
Balance, July 1, 2022
|
19,169,128
|
$ 321,134
|
51
|
$ -
|
11,414
|
$ 11
|
$51,629,750
|
$(54,182,084)
|
$(2,231,189)
|
|
|
|
|
|
|
|
|
|
|
Common stock issued for services
|
3,070,922
|
307
|
-
|
-
|
-
|
-
|
237,821
|
-
|
238,128
|
|
|
|
|
|
|
|
|
|
|
Commitment shares issued
|
2,800,000
|
280
|
-
|
-
|
-
|
-
|
202,170
|
-
|
202,450
|
|
|
|
|
|
|
|
|
|
|
Common stock issued for charitable donation
|
5,350,000
|
535
|
-
|
-
|
-
|
-
|
96,965
|
-
|
97,500
|
|
|
|
|
|
|
|
|
|
|
Common stock issued for debt reduction
|
53,206,652
|
5,320
|
-
|
-
|
-
|
-
|
627,472
|
-
|
632,792
|
|
|
|
|
|
|
|
|
|
|
Common stock issued to convert Preferred Stock Series F
|
23,540,539
|
2,354
|
-
|
-
|
(8,710)
|
(1)
|
449,624
|
-
|
451,977
|
|
|
|
|
|
|
|
|
|
|
Fair value of warrants issued
|
-
|
-
|
-
|
-
|
-
|
-
|
492,434
|
-
|
492,434
|
|
|
|
|
|
|
|
|
|
|
Return of common stock
|
(36,500)
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
|
|
|
|
|
|
|
|
|
|
Common stock issued under Equity Purchase Agreement
|
429,130
|
942
|
-
|
-
|
-
|
-
|
165,492
|
-
|
166,434
|
|
|
|
|
|
|
|
|
|
|
Consolidated net loss
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(5,960,453)
|
(5,960,453)
|
|
|
|
|
|
|
|
|
|
|
Balance, March 31, 2023
|
116,529,871
|
$ 330,873
|
51
|
$ -
|
2,704
|
$ 10
|
$53,901,728
|
$(60,142,537)
|
$(5,909,926)
|
See accompanying notes to the condensed consolidated financial statements (unaudited).
F-35
| | | | | | |
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 |
| | | | | | | | | | | | | | | |
Common Stock Cancelled
| (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.
(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).
F-36
| | | |
GALAXY NEXT GENERATION, INC.
|
Consolidated Statements of Cash Flows
|
(Unaudited)
|
| Nine Months Ended March 31,
|
| 2023
| | 2022
|
Cash Flows from Operating Activities
| | | |
Net loss
| $ (5,960,453) | | $ (3,878,517) |
Adjustments to reconcile net loss to net cash used in operating activities:
| | | |
Depreciation and amortization
| 543,790 | | 387,421 |
Amortization of debt discounts
| 333,592 | | 49,660 |
Impairment expense
| -
| | 46,869 |
Change in fair value of derivative liability
| 12,189 | | (1,842,000) |
Fair value of warrants
| -
| | -
|
Stock issued to reduce debt
| 1,093,223 | | -
|
| | | |
Changes in assets and liabilities:
| | | |
Accounts receivable
| (185,797) | | 206,990 |
Inventories
| 515,540
| | 2,320,680
|
Intangibles
| - | | (48,894)
|
Right of use assets
| -
| | 49,222
|
Accounts payable
| 145,130
| | (203,221)
|
Accrued expenses
| 570,057
| | 610,016
|
Deferred revenue
| -
| | (453,862)
|
Net cash used in operating activities
| (2,932,729)
| | (2,755,636)
|
| | | |
Cash Flows from Investing Activities
| | | |
Purchases of capitalized development costs
| (208,245)
| | (363,319)
|
Purchases of property and equipment
| -
| | (194,326)
|
Net cash used in investing activities
| (208,245)
| | (557,645)
|
| | | |
Cash Flows from Financing Activities
| | | |
Principal payments on financing lease obligations
| 49,754
| | -
|
Proceeds from notes payable
| 1,255,935
| | 500,000
|
Principal payments on notes payable
| (284,685)
| | (217,546)
|
Proceeds (payments) on notes and advances from stockholders, net
| (37,170)
| | (74,026)
|
Proceeds from convertible notes payable
| -
| | 1,075,000
|
Proceeds (payments) on line of credit, net
| 332,281
| | (991,598)
|
Proceeds from sale of common stock under Equity Purchase Agreement
| 842,000
| | 1,633,700
|
Net cash provided by financing activities
| 2,158,115
| | 1,925,530
|
| | | |
Net Decrease in Cash
| (982,859)
| | (1,387,751)
|
Cash, Beginning of Period
| 300,899
| | 541,591
|
Cash, End of Period
| $ (681,960)
| | $ (846,160)
|
F-37
| | | |
Supplemental and Non Cash Disclosures
| | | |
Stock issued under Equity Purchase Agreement
| 167,378
| | 2,676,000
|
Stock issued for services and donated
| 335,434
| | (1,350,217)
|
Legal fees netted from loan proceeds
| $ 56,233
| | $ 78,750
|
Cash paid for interest
| $ 78
| | $ 54,756
|
Stock issued to reduce notes payable
| $ 627,958
| | $ -
|
Interest on shares issued under Equity Purchase Agreement
| $ -
| | $ 2,143,500
|
Stock issued for services
| $ 238,128
| | $ 110,852
|
Property leased with financing lease
| $ -
| | $ 97,253
|
Change in fair value of derivatives
| $
| | $ 1,842,000
|
Preferred stock issued in exchange for debt reduction
| $ -
| | $ 1,825,000
|
Stock issued to convert Preferred Series F
| $ 451,977
| | $ -
|
See accompanying notes to the condensed consolidated financial statements (unaudited).
F-38
Note 1 – Summary of Significant Accounting Policies
Corporate History, Nature of Business, Mergers and Acquisitions
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. ("Private Galaxy").
FullCircle Registry, Inc., ("FLCR") is a holding company created for the purpose of acquiring small profitable businesses to provide exit plans for those company's owners. FLCR's subsidiary, FullCircle Entertainment, Inc. ("Entertainment" or "FLCE"), owned and operated Georgetown 14 Cinemas, a fourteen-theater movie complex located in Indianapolis, Indiana.
On June 22, 2018, Private Galaxy consummated a reverse triangular merger whereby Private Galaxy merged with and into FLCR by the stockholders of Private Galaxy transferring all of the shares of stock of Private Galaxy into a newly formed subsidiary which was formed specifically for the transaction ("Private Galaxy MS") and the stockholders receiving shares of stock of FLCR. The merger resulted in Private Galaxy MS becoming a wholly-owned subsidiary of FLCR. For accounting purposes, the acquisition of Private Galaxy by FLCR is considered a reverse acquisition, an acquisition transaction where the acquired company, Private 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 Private Galaxy rather than a purchase by FLCR is that FLCR is a public reporting company, and Private Galaxy's stockholders gained majority control of the outstanding voting power of FLCR's 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 Private Galaxy. The financial statements after the completion of the merger included the combined assets and liabilities of the combined company (collectively Private Galaxy, FLCR and FLCE).
In recognition of Private Galaxy's 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) the Company changed its fiscal year end to June 30, effective June 2018; (3) the Company's 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 appointed 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 Private Galaxy.
On September 3, 2019, Galaxy acquired 100% of the stock of Interlock Concepts, Inc. ("Concepts") and Ehlert Solutions Group, Inc. ("Solutions"). The purchase price for the acquisition was 1,350,000 (6,750 post March 7, 2022 reverse stock split) 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.
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.
F-39
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 (50,000 post March 7, 2022 reverse stock split) 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.
Galaxy is a manufacturer and U.S. distributor of interactive learning technologies and enhanced audio solutions. Galaxy is engaged in a full range of activities: marketing and sales, engineering and product design and development, manufacturing, and distributing. Galaxy develops 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, school public address (“PA”) and intercom products, and emergency communication applications creating a full line card offering for classrooms to its channel partners. Its product offerings include its 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 both direct sales and through original equipment manufacturer (“OEM”) relationships. Its distribution channel consists of a direct sales model, as well as approximately 44 resellers across the U.S. that primarily sell the products offered by us 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 its products comprising nearly 90% of our sales. In addition, its OEM division manufactures products for other vendors in our industry and white labels the products under other brands.
The Entertainment segment was sold on February 6, 2019 in exchange for 193 (post March 7, 2022 reverse stock split) Galaxy common shares.
Impact COVID-19 Aid, Relief and Economic Security Act
The Cares Act allowed employers to defer the deposit and payment of the employer’s share of Social Security taxes from March 27, 2020 through March 31, 2021. The deferred deposits of the employer’s share of Social Security tax must be deposited 50% by March 31, 2021, and 50% by March 31, 2023. The Company’s remaining deferred deposits and current payments due amounted to approximately $1,044,947 and $490,790 at March 31, 2023 and June 30, 2022, respectively.
During the three and Nine Months ended March 31, 2023 and 2021, the Company applied for Employee Retention Credits and has recognized approximately $0 and $40,000 as a reduction to operating expenses in the consolidated statements of operations.
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. The Company continues to experience supply chain disruption resulting in a decrease in revenue and increases in deferred revenue.
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.
F-40
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").
The financial statements include the consolidated assets and liabilities of the combined company (collectively Private Galaxy FLCR, 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.
The Company is an over-the-counter public company traded under the stock symbol listing GAXY (formerly FLCR).
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 valuation of goodwill and intangible assets, valuation of convertible notes payable and warrants, collectability of receivables, inventory valuation and the valuation of deferred tax assets. It is reasonably possible that the significant estimates used will change within the next year.
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 7, 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 adjustment for the reverse split.
F-41
Capital Structure
The Company's capital structure is as follows:
| | | | | | | | |
| | March 31, 2023
| | |
| | Authorized
| | Issued
| | Outstanding
| | |
| | | | | | | | |
Common stock
| | 3,000,000,000 | | 116,529,871 | | 116,529,871 | | $.0001 par value, one vote per share |
| | | | | | | | |
Preferred stock-All Series
| | 200,000,000 | | -
| | -
| | $.0001 par value |
| | | | | | | | |
Preferred stock - Series A
| | 750,000 | | -
| | -
| | $.0001 par value; no voting rights |
| | | | | | | | |
Preferred stock - Series B
| | 1,000,000 | | -
| | -
| | $.0001 par value, voting rights of 10 votes for 1 Series B share; 2% preferred dividend payable annually |
| | | | | | | |
| | | | | | | | |
Preferred stock - Series C
| | 9,000,000 | | -
| | -
| | $.0001 par value; 500 votes per share, convertible to common stock |
| | | | | | | |
| | | | | | | | |
Preferred stock - Series F
| | 15,000 | | 2,704 | | 2,704 | | $.0001 par value; no voting right, convertible to common at a fixed price of $0.37 per share, stated value is $1,000 per share |
| | | | | | | |
| | | | | | | |
| | | | | | | | |
Preferred stock - Series G
| | 51 | | 51 | | 51 | | $.0001 par value; no dividend rights, voting rights with common stock as a single series, one share equals 1% of the total voting rights, not subject to splits |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | | |
F-42
| | | | | | | | |
| | June 30, 2022
| | |
| | Authorized
| | Issued
| | Outstanding
| | |
| | | | | | | | |
Common stock
| | 20,000,000 | | 19,169,128 | | 19,168,935 | | $.0001 par value, one vote per share |
| | | | | | | | |
Preferred stock - All Series
| | 200,000,000 | | -
| | -
| | $.0001 par value |
| | | | | | | | |
Preferred stock - Series A
| | 750,000 | | -
| | -
| | $.0001 par value; no voting rights |
| | | | | | | | |
Preferred stock - Series B
| | 1,000,000 | | -
| | -
| | $.0001 par value, voting rights of 10 votes for 1 Series B share; 2% preferred dividend payable annually |
| | | | | | | |
| | | | | | | | |
Preferred stock - Series C
| | 9,000,000 | | -
| | -
| | $.0001 par value; 500 votes per share, convertible to common stock |
| | | | | | | |
| | | | | | | | |
Preferred stock - Series F
| | 15,000 | | 11,414 | | 11,414 | | $.0001 par value; no voting right, convertible to common at a fixed price of $0.37 per share, stated value is $1,000 per share |
| | | | | | | |
| | | | | | | |
| | | | | | | | |
Preferred stock - Series G
| | 51 | | 51 | | 51 | | $.0001 par value; no dividend rights, voting rights with common stock as a single series, one share equals 1% of the total voting rights, not subject to splits |
| | | | | | | |
Authorized common stock increased from 20,000,000 to 200,000,000 on August 31, 2022. There was a 1:200 reverse split of the authorized and outstanding shares of common stock that was effective on March 7, 2022.
There is no publicly traded market for the preferred shares. The Preferred Series D and E were retired in December 2021. Preferred Series G were issued in June 2022, pursuant to Employment Agreements (Note 11).
There are 1,286,624,175 common shares reserved at March 31, 2023 under terms of notes payable agreements, and the Stock Plan (see Notes 4, 6 and 12).
There are 32,254,235 issued common shares that are restricted as of March 31, 2023. The shares will become free-trading upon satisfaction of certain terms within the debt agreements or within free trading rules related to SEC Rule 144 six month hold.
Authorized common stock increased from 200,000,000 to 3,000,000,000 on January 31, 2023 following approval of the holders of a majority of the Company’s voting power.
F-43
Supplier Agreement
Contract assets and contract liabilities are as follows:
| | | |
| March 31, 2023
|
| June 30, 2022
|
Contract assets
| $ 55,125
|
| $ 55,125
|
Contract liabilities
| $ -
|
| $ -
|
For the three months ended March 31, 2023 and 2022, the Company recognized $0 and $463,301 of revenues related to supplier agreements. For the Nine Months ended March 31, 2023 and 2021 the Company recognized $0 and $1,116,219 of revenues related to supplier agreements.
Accounts Receivable
Management deemed no allowance for doubtful accounts was necessary at March 31, 2023 and June 30, 2022. At March 31, 2023 and June 30, 2022, $175,436 and $175,436 of total accounts receivable were recorded as deferred revenue.
Inventories
Management estimates $116,362 and $116,362 of inventory reserves at March 31, 2023 and June 30, 2022, respectively.
Goodwill, Intangible Assets and Product Development Costs
Goodwill, intangible assets, and product development costs are comprised of the following at March 31, 2023:
| | | | | | |
|
Cost
|
|
Accumulated Amortization
|
Net Book
Value
|
|
Total
|
Goodwill
| $ 834,220
|
| -
| $834,220
|
| $ 834,220
|
Finite-lived assets:
|
|
|
|
|
|
|
Customer list
| $ 881,000
|
| $ (595,486)
| $ 285,514
|
| $ 285,514
|
Vendor relationships
| 479,000
|
| (336,415)
| 142,585
|
| 142,585
|
Capitalized product development cost
| 1,487,931
|
| (778,209)
| 709,722
|
| 709,722
|
| $ 2,847,931
|
| $(1,710,110)
| $ 1,137,821
|
| $1,137,821
|
Goodwill, intangible assets, and product development costs are comprised of the following at June 30, 2022:
| | | | | | | | | |
| Cost
|
| Accumulated Amortization
|
| Net Book Value
|
| Impairment
|
| Total
|
Goodwill
| $ 834,220
|
| $ -
|
| $ 834,220
|
| $ -
|
| $ 834,220
|
Finite-lived assets:
|
|
|
|
| |
|
|
|
|
Customer list
| $ 922,053
|
| $ (472,320)
| | $ 449,733
|
| $ (33,184)
|
| $ 416,549
|
Vendor relationships
| 484,816
|
| (264,565)
|
| 220,251
|
| (4,701)
|
| 215,550
|
Product development costs
| 1,279,686
|
| (468,594)
|
| 811,092
|
| -
|
| 811,092
|
| $ 2,686,555
|
| $ (1,205,479)
|
| $ 1,481,076
|
| $ (37,885)
|
| $ 1,443,191
|
F-44
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. The Company acquired certain intangible assets. During the year ended June 30, 2022, the Company impaired $37,885 of the intangible assets related to the acquisition of Classroom Tech. Amortization of these intangible assets amounted to $68,000 and $44,700 for the three months ended March 31, 2023 and 2022. Amortization of these intangible assets amounted to $136,000 and $180,243 for the Nine Months ended March 31, 2023 and 2022.
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 $105,216 and $69,042 for the three months ended March 31, 2023 and 2022. Amortization of product development cost of $204,399 and $184,170 for the Nine Months ended March 31, 2023 and 2022, 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: $549,264 for fiscal year 2024, $314,373 for fiscal year 2025, $119,340 for fiscal year 2026, $94,213 for fiscal year 2027, and $60,631 for fiscal year 2028 and $0 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.
In December 2019, the FASB issued ASU No. 2019-12 “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”) by removing certain exceptions to the general principles. The amendments will be effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2021. Early adoption of the amendments is permitted. Depending on the amendment, adoption may be applied on a retrospective, modified retrospective or prospective basis. The Company adopted the new guidance on July 1, 2022 in its consolidated financial statements.
F-45
Note 2 – Property and Equipment
Property and equipment are comprised of the following at:
| | | |
| March 31, 2023
|
| June 30, 2022
|
Vehicles
| $ 212,658
|
| $ 212,658
|
Building
| 201,823
|
| 201,823
|
Equipment
| 16,192
|
| 16,192
|
Leasehold improvements
| 31,000
|
| 31,000
|
Furniture and fixtures
| 28,321
|
| 28,321
|
| 489,994
|
| 489,994
|
Accumulated depreciation
| (171,300)
|
| (141,125)
|
|
|
|
|
Property and equipment, net
| $ 318,694
|
| $ 348,869
|
Note 3 – Lines of Credit
The Company had up to $1,000,000 available credit line under an accounts receivable factoring agreement through July 30, 2022. This agreement automatically renews for a two year period unless notice is given. Total available credit under the factoring agreement was $901,045.19 and $989,680 as of March 31, 2023 and June 30, 2022, respectively. See Note 11.
On August 31, 2022, the Company received proceeds of $155,837 under an equity line of credit with a bank – First Citizens Bank. The $160,000 line of credit bears interest at prime plus 1% and matures August 25, 2027. Collateral on the line of credit includes certain fixed asset of the Company. The outstanding balance was $155,500 and $0 at March 31, 2023 and June 30, 2022, respectively.
On November 1, 2022, the Company entered into financing and security agreement with a financial technology company. Collateral on the line incudes inventory and certain fixed assess of the Company. Each draw on the line of credit bears interest at a variable rate based on the date of draw, plus a fee and matures in Nine Months. The outstanding balance was $180,042 at March 31, 2023.
F-46
Note 4 – Notes Payable
Long Term Notes Payable
| | | |
| March 31 , 2023
| | June 30, 2022
|
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 to 3%. In July 2021, the note was renewed by the lender with a revised maturity date of July 7, 2026. The renewal provides for $4,405 monthly payments of principal and interest through maturity. The note is collateralized by a certificate of deposit owned by a related party.
|
| | |
| | |
| | |
| | |
| | |
$ 174,900
| | $ 207,058
|
| | | |
Note payable to an investor of $360,000 bearing interest at 12% and maturing February 28, 2023. Monthly installments of $30,000 beginning May 2022. The loan was issued at a discount of $60,000 and has a convertible default provision in the event the Company does not make the monthly payments. In July 2022, payments for June, July, and August 2022 were deferred to September 30, 2022 by the lender in exchange for $30,000 increase in the principal and a change in terms of certain default provisions. On November 7, 2022, the note was amended whereby deferred and future payments on the note will be paid from future equity purchase agreement proceeds, and lowered the conversion price in the event of a default to $0.03 per share, subject to adjustment. The Company issued 883,333 shares of common stock to the investor as additional commitment fees. The note is convertible as of March 31, 2023.
| 225,000
| | 269,432
|
| | | |
Note payable to an investor bearing interest at 12% and maturing March 18, 2023. Monthly installments of $22,558 begin on May 2022. The loan was issued at a discount of $24,450 and has a convertible default provision in the event the Company does not make the monthly payments. The note was repaid in full by conversion to stock.
| -
| | 158,745
|
| | | |
Note payable to an investor of $88,760 with ten installment payments of $9,941 due each month starting in January 15, 2023. The loan was issued at a discount of $9,510, bears 12% interest and has a convertible default provision in the event the company does not make the scheduled monthly payments. Interest for twelve months of 10,651 is immediately due on the issue date and payable at maturity.
| 83,213
| | -
|
| | | |
Note payable to an investor of $59,250 convertible after 180 days from issue on July 1, 2023. The loan bears 12% interest and converts at a conversion price equal to 65% of the average of the two lowest trading prices for the stock during the 10 trading day period prior to conversion. Prepayment of the loan within 60 days of issue results in a 115% premium, and prepayment within 61 to 180 days of issue results in a 125% premium.
| 59,250
| | -
|
F-47
| | | |
Note payable to an investor in the principal amount of 1,350,000, bearing interest at 12% and maturing on May 26, 2023 with monthly installments of principal and interest of $120,185 beginning in May 2022. On May 25, 2022, the June, July, and August 2022 payments were deferred in exchange for 750,000 shares of common stock and a $146,667 increase to the principal balance. The October and November 2022 payments were deferred by the lender. On November 15, 2022, the Company issued a $150,000 forberance note to the investor and extending the maturity date to June 30, 2023. The note is convertible as of March 31, 2023.
| 1,128,642
| | 1,294,198
|
| | | |
Note payable to an investor in the principal amount of $600,000 due December 21, 2022, issued at a discount of $60,000, bearing 12% annual interest. A warrant for the purchase of 600,000 common shares at an exercise price of $0.50 per share was issued as a commitment fee. Principal and interest on the note are due at maturity. An additional warrant for the purchase of 400,000 shares and an amended exercise price of $0.01 for all warrants was issued effective June 21, 2022.
| 200,000
| | 540,000
|
| | | |
Note payable to an investor in the principal amount of $450,000 with payments of $62,438 due each month starting on September 22, 2022. The loan was issued at a discount of $49,500, bears 11% interest and has a convertible default provision in the event the Company does not make the monthly payments. The note is convertible as of March 31, 2023.
| 450,000
| | 400,500
|
| | | |
| | | |
Note payable to an investor in the principal amount of $810,000 bearing interest at 12%, due August 31, 2023. A warrant for the purchase of 1,000,000 common shares at an exercise price of $.01 per share was issued as a commitment fee to the investor. The note has a convertible default provision.
| 843,750
| | -
|
| | | |
Note payable to an investor in the principal amount of $310,000 issued at a discount of $31,000, due November 8, 2023, bearing 12% interest. Principal and interest is payable on 4 dates over the term of the note. A payment of $46,500 plus accrued interest is due on February 3, 2023 and May 4, 2023. A payment of $93,000 plus accrued interest is due on August 4, 2023, with the remaining principal and interest due on November 4, 2023. The note is convertible to stock if there is a default on the note, including payments and reserving shares in accordance with the note payable. The Company received a waiver for reserving shares from the investor. The note is convertible due to an uncured violation of debt covenants to reserve shares in an amount equal to five times what is necessary to convert the loan and interest.
| 291,917
| | -
|
F-48
| | | |
Investor advance on Equity Purchase Agreement.
| 676,565
| | -
|
| | | |
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 November 21, 2022.
| 150,000
| | 150,000
|
| | | |
Financing lease liabilities for offices and warehouses with monthly installments of $22,810 (ranging from $245 to $9,664) over terms expiring through December 2024.
| 129,758
| | 179,512
|
| | | |
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.
| 18,888
| | 25,771
|
| | | |
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.
| 43,425
| | 51,826
|
| | | |
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.
| 23,159
| | 29,696
|
| | | |
Total Notes Payable
| 4,498,467
| | 3,306,738
|
Less: Unamortized original issue discount
| 109,408
| | 242,529
|
Less: Fair value of warrants
| 211,576
| | -
|
Current Portion of Notes Payable
| 3,795,339
| | 2,815,231
|
| | | |
Long-term Portion of Notes Payable
| $ 382,144
| | $ 248,978
|
Future minimum principal payments on the long-term notes payable to unrelated parties are as follows:
| |
Period ending March 31,
|
|
2024
| $ 3,795,339
|
2025
| 124,100
|
2026
| 76,383
|
2027
| 38,794
|
2028
| 8,179
|
Thereafter
| 134,685
|
| $ 4,117,483
|
F-49
Note 5 – Fair Value Measurements
The following table presents information about the assets and liabilities that are measured at fair value on a recurring basis at March 31, 2023 and June 30, 2022 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value.
| | | | | |
At March 31, 2023:
|
| Total
| Level 1
| Level 2
| Level 3
|
| Convertible debt features
| $ 12,189
| $ -
| $ -
| $ 12,189
|
|
|
|
|
|
|
At June 30, 2022:
|
| Total
| Level 1
| Level 2
| Level 3
|
| Convertible debt features
| $ -
| $ -
| $ -
| $ -
|
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.
The derivative liability was valued using the Monte Carlo pricing model with the following inputs:
| | | |
At March 31, 2023
|
|
|
| Risk-free interest rate:
|
| 0.17%
|
| Expected dividend yield:
|
| 0.00%
|
| Expected stock price volatility:
|
| 295.00%
|
| Expected option life in years:
|
| .90 year
|
| | | |
At June 30, 2022
|
|
|
| Risk-free interest rate:
|
| 0.00%
|
| Expected dividend yield:
|
| 0.00%
|
| Expected stock price volatility:
|
| 0.00%
|
| Expected option life in years:
|
| 0 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, 2023 and June 30, 2022:
| | |
Balance at June 30, 2022
| $
| -
|
Realized
| | -
|
Unrealized
| | 12,189
|
Balance at March 31, 2023
| $
| 12,189
|
| |
|
Balance at July 1, 2021
| $
| 1,842,000
|
Realized
| | (1,842,000)
|
Unrealized
| | -
|
Balance at June 30, 2022
| $
| -
|
As of March 31, 2023 and June 30, 2022, 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.
F-50
Note 6 - Related Party Transactions
Notes Payable
| | | |
| March 31, 2023
| | June 30, 2022
|
| | | |
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-acqusition withholding tax issues of Concepts and Solutions.
| $ 1,030,079
| | $ 1,030,079
|
| | | |
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 beginning in June 2022. The note is collateralized by a security interest in a certain customer purchase order. Monthly payments were deferred by the lender.
| 385,000
| | 385,000
|
| | | |
Note payable related to 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.
| -
| | 55,000
|
| | | |
Notes payable to two stockholders, bearing interest at 12% and payable from future equity advances where 20% of each advance will be used to pay the notes down until paid in full and to pay back within six month of an active equity purchase agreement.
| 225,000
| | -
|
| | | |
Long term note bearing interest at 6% and maturing March 31, 2024 and other short-term payables due to stockholders and related parties
| 845,499
| | 355,538
|
| | | |
Total Related Party Notes Payable
| 2,485,578
| | 1,825,617
|
| | | |
Current Portion of Related Party Notes Payable
| 105,876
| | 1,238,755
|
| | | |
Long-term Portion of Related Party Notes Payable
| $ 2,379,702
| | $ 586,862
|
F-51
As of March 31, 2023, related party notes payable maturities are as follows:
| |
Period ending March 31,
|
|
2024
| 105,876
|
2025
| 1,070,923
|
2026
| -
|
2027
| 1,308,779
|
| 2,485,578
|
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 March 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 amended lease agreement. Rent expense for this lease was $28,992 and $28,992 for the three months ended March 31, 2023 and 2022, respectively. Rent expense for this lease was $86,976 and $86,976 for the Nine Months ended March 31, 2023 and 2022, 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.
| | | | |
|
| March 31, 2023
|
| June 30, 2022
|
Right-of-use assets:
|
|
|
|
| Operating right-of-use assets
| $129,758
| | $179,512
|
Operating lease liabilities:
|
| | |
| Current portion of long term payable
| 82,284
| | 80,096
|
| Financing leases payable, less current portion
| 47,474
| | 99,416
|
| Total operating lease liabilities
| $129,758
| | $179,512
|
F-52
As of March 31, 2023, financing lease maturities are as follows:
| |
Period ending March 31,
|
|
2024
| $ 82,284
|
2025
| 45,106
|
2026
| 2,368
|
| $129,758
|
As of March 31, 2023, the weighted average remaining lease term was 1.08 years.
Note 8 – Equity
All share amounts have been adjusted to reflect a 1:200 reverse stock split of the authorized and outstanding shares of common stock that was effective March 7, 2022.
For the Nine Months ended March 31, 2023:
During the Nine Months ended March 31, 2023, the Company issued 53,206,652 shares of common stock in exchange for debt reduction.
During the Nine Months ended March 31, 2023, the Company issued 9,429,130 shares of common stock in exchange for proceeds under the Equity Purchase Agreement. These shares were valued at $166,435 upon issuance.
During the Nine Months ended March 31, 2023, the Company issued 2,800,000 shares of common stock for commitment fees under notes payable.
During the Nine Months ended March 31, 2023, the Company issued 3,070,922 shares of common stock for professional consulting services. The shares were valued at $238,128 upon issuance.
During the Nine Months ended March 31, 2023, the Company issued 23,540,539 shares of common stock in exchange for Preferred Series F stock.
During the Nine Months ended March 31, 2023, the Company issued warrants to investors to purchase common stock. The warrants were valued at $492,434 upon issuance.
During the Nine Months ended March 31, 2023, the Company issued 350,000 shares of common stock as a charitable donation. The shares were valued at $52,500 upon issuance.
During the Nine Months ended March 31, 2023, the Company received 36,500 shares of common stock from a former investor. The shares can be re-issued.
During the Nine Months ended March 31, 2023, the Company issued 5,000,000 shares of common stock under two retirement agreements.
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.
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.
F-53
Warrants are granted with an exercise price no less than the fair market value of the warrant on the date of the grant and generally vest immediately. A June 2022 warrant, as amended on November 8, 2022, is entitled to convert into one common share at an exercise price of $0.01. The November 8, 2022 amendment increased the June 2022 warrants by 400,000 and changed the exercise price from $0.50 to $0.01. An August 2022 warrant is entitled to convert into one common share at an exercise price of $0.01. A November 1, 2022 warrant is entitled to convert into one common share at an exercise price of $0.10. All warrant exercise prices are subject to adjustment. The Company granted investors 600,000 warrants on June 21, 2022; 1,000,000 warrants on August 31, 2022; increased the June 21, 2022 warrants by 400,000 on November 1, 2022; and issued 2,100,000 warrants on November 8, 2022, pursuant to three notes payable (Note 4). The fair value of the warrants was $365,091 and $0 at March 31, 2023 and June 30, 2022, respectively. There are 2,100,000 unvested warrants issued on November 1, 2022 to an investor that will go into effect in the event of a default on the related note.
The fair value of each equity-based award is estimated on the date of grant using the Black-Scholes option pricing model that uses the assumptions noted in the following table at March 31, 2023:
| | |
Stock price volatility
|
| 175%
|
Expected term
|
| 5 years
|
Discount rate
|
| 3.38%
|
Expected dividends
|
| 0%
|
The fair value of each equity-based award is estimated on the date of grant using the Black-Scholes option pricing model that uses the assumptions noted in the following table at June 30, 2022:
| | |
Stock price volatility
|
| 190%
|
Expected term
|
| 1 year
|
Risk-free interest rate
|
| 3.21%
|
Expected dividends
|
| 0%
|
A summary of the warrant status at March 31,2022 and June 30, 2022 and changes during the Nine Months ended is presented below. There were no warrants outstanding during the Nine Months ended March 31, 2021.
| | | | |
|
|
Warrants
|
| Weighted Average Exercise Price
|
| Outstanding, June 30, 2022
| 600,000
|
| $0.01
|
| Granted
| 1,400,000
|
| 0.01
|
| Granted
| 2,100,000
| | 0.10
|
| Forfeited
| -
|
| -
|
| Outstanding, March 31, 2023
| 4,100,000
|
| $0.09
|
|
|
|
|
|
| Exercisable, end of period
| $3,100,000
|
| -
|
A further summary of warrants outstanding at March 31, 2023 is as follows:
| | | | | | | | | | |
|
| Exercise
| | Number
| | Number
| | Weighted Average
| | Intrinsic
|
Warrants
|
| Price
| | Exercisable
| | Outstanding
| | Remaining Life
| | Value
|
600,000
|
| $ 0.01
| | 600,000
| | 600,000
|
| 4.5 years
|
| $ -
|
1,000,000
|
| $ 0.01
| | -
| | 1,000,000
|
| 4.7 years
|
| $ 150,000
|
400,000
| | $ 0.01
| | 400,000
| | 400,000
| | 4.5 years
| | $ 243,250
|
2,100,000
| | $ 0.10
| | 2,100,000
| | 2,100,000
| | 4.9 years
| | $ 99,184
|
2,100,000
| | $ 0.10
| | -
| | -
| | 5 years
| | $ -
|
F-54
Note 9 - Income Taxes
The Company's effective tax rate differed from the federal statutory income tax rate for the three and Nine Months ended March 31, 2023 as follows:
| | |
Federal statutory rate
|
| 21%
|
State tax, net of federal tax effect
|
| 5%
|
Valuation allowance
|
| 26%
|
Effective tax rate
|
| 0%
|
The Company had no federal or state income tax (benefit) for the three and Nine Months ended March 31, 2023 or 2022.
The Company's deferred tax assets and liabilities as of March 31, 2023 and June 30, 2022, are summarized as follows:
| | | | |
|
| March 31, 2023
|
| June 30, 2022
|
Federal
|
|
|
|
| Deferred tax assets
| $8,802,100
| | $ 7,781,500
|
| Less valuation allowance
| (8,802,100)
| | (7,781,500)
|
| Deferred tax liabilities
| -
| | -
|
|
| -
| | -
|
State
|
| | |
|
| Deferred tax assets
| $1,619,300
| | 1,966,600
|
| Less valuation allowance
| (1,619,300)
| | (1,966,600)
|
| 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, 2023 and 2022, 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 2023 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.
F-55
The significant components of deferred tax assets as of March 31, 2023 and June 30, 2022 are as follows:
| | | |
| | | |
| March 31, 2023
|
| June 30, 2022
|
Net operating loss carryforwards
| $ $10,161,400
|
| $ 9,539,900
|
Valuation allowance
| (10,421,400)
|
| (9,748,100)
|
Goodwill
| (4,500)
|
| 11,000
|
Property and equipment
| (26,800)
|
| (32,000)
|
Development costs
| 72,800
|
| 124,600
|
Intangible assets
| 160,100
|
| 46,100
|
Inventory allowance
| 30,300
|
| 30,300
|
Warranty accrual and other
| 28,100
|
| 28,200
|
|
|
|
|
Net Deferred Tax Assets
| $ -
|
| $ -
|
As of March 31, 2023, 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, 2023, 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, 2023 and June 30, 2022 (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 one vendor that accounted for approximately 87% of purchases for the three months ended March 31, 2023. Galaxy had one vendor that accounted for approximately 36% of purchases for the three months ended March 31, 2022.
F-56
Galaxy has two customers that accounted for approximately 57% of accounts receivable at March 31, 2023 and two customers that accounted for approximately 80% of accounts receivable at June 30, 2022. Galaxy has two customers that accounted for 54% for the three months ended March 31, 2023. Galaxy has three customers that accounted for approximately 78% and two customers that accounted for approximately 55% of total revenue for the Nine Months ended March 31, 2023 and 2022, respectively.
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 Agreements
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, 2023 and 2022, the Company issued 0 and 500,000 shares of common stock to the investor in exchange for proceeds for working capital. During the Nine Months ended March 31, 2022 and 2022, the Company issued 0 and 1,625,000 shares of common stock to the investor in exchange for proceeds for working capital.
On November 7, 2022, the Company signed a two year purchase agreement (“Equity Purchase Agreement”) with an investor. Pursuant to the terms of the Equity Purchase Agreement, the investor agreed to purchase up to $5 million of the Company’s common stock (subject to certain limitations) from time to time during the term of the Equity Purchase Agreement. The common stock transactions will be “put” to the investor, at the option of the Company, at a discount equal to 80% of the average of the two lowest daily stock prices during a ten day period, in exchange for working capital proceeds. The Company will register the shares before puts are allowed. There is a commitment fee of 500,000 shares that will be issued to the investor. During the three months ended March 31, 2023 and 2022, the Company issued 4,429,130 and 0 shares of common stock to the investor in exchange for proceeds for working capital. During the Nine Months ended March 31, 2023 and 2022, the Company issued 9,429,130 and 0 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 $30,964 and $11,216 during the three months ended March 31, 2023 and 2022, respectively. The Company paid collection fees of $150,183 and $36,244 during the Nine Months ended March 31, 2023 and 2022, respectively.
F-57
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, and further amended in 2022 to extend the term for an additional three-years. 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 26% of the total voting rights. The agreement includes a non-compete agreement and severance benefits of $90,000. In June 2022, 26 shares of Preferred Series G stock were issued to the CEO under terms of this agreement, which represents 26% of the voting power.
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, and further amended in 2022 to extend the term for an additional three-years. 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% of the total voting rights. The agreement includes a non-compete agreement and severance benefits of $72,000. In June 2022, 25 shares of Preferred Series G stock were issued to the CFO under terms of this agreement, which represents 25% of the voting power.
Investor Relations Agreement
The Company signed an agreement with an investment relations firm, commencing on May 1, 2022, requiring $10,000 per month and $20,000 worth of restricted stock issued 4 times in 2022, beginning May 1, 2022, June 1, September 1, and December 1, 2022. The agreement will automatically renew annually unless 60 days’ notice is given by either party. The Company paid $20,000 and issued 70,922 shares for investment relations services during the three months ended March 31, 2023. The Company paid $20,000 and issued 70,922 shares for investment relations services during the Nine Months ended March 31, 2023. No fees or shares were issued during the three and Nine Months ended March 31, 2021.
Capital Markets Advisory Agreement
The Company signed an eight month Strategic Services agreement with an investor, commencing on May 1, 2022, requiring fees of 1,000,000 shares of common stock. The Company issued 1,000,000 shares for strategic services on August 1, 2022.
Advisory Services
In May 2020, an advisor agreed to be a non-exclusive advisor with respect to the identification and evaluation of potential business acquisition opportunities. In consideration for its services, the advisor may receive a cash fee equal to 3.5% of the purchase price if we close on a transaction with a target during the term of the agreement or within 12 months thereafter. In addition, (i) we will pay the advisor a cash fee payable at the closing equal to 1.5% of the gross proceeds we receive at each closing; (ii) (i) for an issuance of debt securities, a cash fee payable at the closing equal to 2.5% of the gross proceeds we receive at each closing; (iii) for an issuance of equity securities, a cash fee payable at the closing equal to 7.0% of the gross proceeds we receive at each closing. We will also reimburse the advisor for certain out of pocket expenses.
Note 12 - Stock Plan
The Company established a 2022 Equity Stock Purchase Plan to encourage the purchase of shares of common stock by eligible employees and participating companies. No shares have been purchased under the Plan to date.
The Company established a 2022 Equity Incentive Plan to enable the Company to award long term performance-based equity incentives to employees and others. No equity awards have been issued under the Plan to date.
F-58
Note 13 - 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 $6,200,000, and cash used in operations of approximately $2,300,000 at March 31, 2023. Accumulated deficit increased from June 30, 2022 to March 31, 2023 by approximately $5,900,000 to a deficit of approximately $60,000,000 at March 31, 2023.
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 14 - Subsequent Events
On April 1, 2023, the Company executed amendments and issued pre-funded warrants to purchase up to shares of the Company’s common stock in exchange for two promissory notes and two stock purchase agreements for $100,000 of additional capital.
On April 11, 2023, the Company issued 10,000,000 shares of common stock in exchange for $100,000 of debt reduction.
On April 10, 2023, the Company issued 5,757,576 shares of common stock in exchange for $19,000 of debt reduction.
On May 10, 2023, the Company entered into a financing agreement with a related party for a $1,500,000 loan. The related party funded $1,000,000 of the total available amount at closing. The financing agreement is a combination of debt and equity. The debt portion is a 5 year term loan at 12% interest. The lender has a preferred stock option as well depending on when the loan portion is paid back.
F-59
100,000,000 SHARES OF COMMON STOCK
PROSPECTUS
, 2023
Through and including , 2023 (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 dealer's obligation to deliver a prospectus when acting as an underwriter and with respect to their unsold allotments or subscriptions.
PART II - INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES
In the three (3) years preceding the filing of this registration statement, we have issued the following securities that were not registered under the Securities Act. The information provided below is adjusted for the March 7, 2022 reverse stock split described in the accompanying prospectus.
Convertible Debt
On June 26, 2020, the Company signed a convertible promissory note with an investor. The $430,000 note was issued at a discount of $30,000 and bears interest at 8% per year. The note principal and interest are convertible into shares of common stock at the lower of (a) $0.47 per share or (b) 70% of the lowest trading price of common stock during the 10 trading days prior to conversion. The note matures in June 2021. The note has prepayment penalties between 120% and 130% of the principal and interest outstanding if repaid before 180 days from issuance.
On July 20, 2020, the Company signed a convertible promissory note with an investor. The $134,375 note was issued at a discount of $9,375 and bears interest at 8% per year. The note principal and interest are convertible into shares of common stock at the lower of (a) $0.47 per share or (b) 70% of the lowest trading price of common stock during the 10 trading days prior to conversion. The note matures in July 2021. The note contains a price protection clause where if the share price falls below $0.01 per share after six months, the conversion price discount increases by 5%. The note has prepayment penalties between 120% and 130% of the principal and interest outstanding if repaid before 180 days from issuance.
On July 24, 2020, the Company entered into a $168,300 convertible note. The note was issued at a discount of $15,300 and bears interest at 12% per year. The note principal and interest are convertible into shares of common stock at 71% of the average of the lowest 2 trading prices during 15 trading days prior to conversion. The note matures in July 2021. The note has prepayment penalties of 110% to 125% of the principal and interest outstanding if repaid before 180 days from issuance.
On August 18, 2020, the Company signed a convertible promissory note with an investor. The $500,000 note was issued at a discount of $35,000 and bears interest at 8% per year. The note principal and interest were convertible into shares of common stock at the lower of (a) 80% of the lowest traded price of the common stock during the 10 trading days immediately preceding the notice of conversion or (b) $0.47 per share. The note had a maturity date of August 2021. The note has a redemption premium of 115% of the principal and interest outstanding if repaid before maturity. The note is secured by a security interest in all assets of the Company. The note was repaid by conversion to stock as of December 31, 2020
Note payable to an investor in the principal amount of 1,350,000, bearing interest at 12% and maturing on May 26, 2023 with monthly installments of principal and interest of $120,185 beginning in May 2022. On May 25, 2022, the June, July, and August 2022 payments were deferred in exchange for 750,000 shares of common stock and a $146,667 increase to the principal balance. The October and November 2022 payments were deferred by the lender. On November 15, 2022, the Company issued a $150,000 forbearance note to the investor and extending the maturity date to June 30, 2023. The note is convertible as of March 31, 2023.
On February 28, 2022, the Company signed a note payable to an investor of $360,000 bearing interest at 12% and maturing February 28, 2023. Monthly installments of $30,000 beginning May 2022. The loan was issued at a discount of $60,000 and has a convertible default provision in the event the Company does not make the monthly payments. In July 2022, payments for June, July, and August 2022 were deferred to September 30, 2022 by the lender in exchange for $30,000 increase in the principal and a change in terms of certain default provisions.
On March 28, 2022, the Company signed a note payable of $228,200 to an investor bearing interest at 12% and maturing March 28, 2023. Monthly installments of $25,558 begin on May 15, 2022. The loan was issued at a discount of $24,450 and has a convertible default provision in the event the Company does not make the monthly payments.
On May 25, 2022, the Company signed a note payable of $450,000 with payments of $62,438 due each month starting on September 22, 2022. The loan was issued at a discount of $49,500, bears 11% interest and has a convertible default provision in the event the Company does not make the monthly payments.
Long term note bearing interest at 6% and maturing March 31, 2024 and other short-term payables due to stockholders and related parties
On June 21, 2022, the Company entered into a $600,000 note payable with an investor, issued at a discount of $60,000. The note bears interest at 12% and is due on December 21, 2022. Payment of principal and interest is due at maturity. The note has a convertible default provision in the event the Company does not make the payment at maturity.
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In July 2022, a shareholder and Board President loaned the Company $410,785 for working capital. The loan bears interest at 6% and matures on December 31, 2024. During the first six months of the loan, weekly payments of $13,722 are payable on the loan.
On August 18, 2022, the Company issued a note payable of $144,200, with equal installments of $16,150 due each month starting September 17, 2022. The loan was issued at a discount of $15,540, bears interest at 12% and has a convertible default provision in the event the Company does not make the monthly payments.
On August 31, 2022, the Company entered into a $900,000 note payable with an investor, issued at a discount of $135,000. The note bears interest at 12% and is due on August 31, 2023. Payment of principal and interest is due at maturity. The note has a convertible default provision in the event the Company does not make the payment at maturity. The conversion terms are variable and equal to the lowest trading price (i) during the previous twenty (20) trading day period ending on the date of issuance of the Note, or (ii) during the previous twenty (20) trading day period ending on the conversion date. There are other variable terms related to conversion if default occurs. The note has anti-dilution clauses as well. The conversion terms are not applicable as long as the loan is current.
On October 13, 2022, the Company issued a $175,000 note payable to a preferred stockholder bearing interest at 12%, which is due on demand.
On October 13, 2022, the Company issued a $50,000 note payable to a preferred stockholder bearing interest at 12%, which is due on demand.
On November 8, 2022, the Company issued a twelve month $310,000 note payable to an investor pursuant to a Securities Purchase Agreement bearing interest at 12%, together with a first warrant to purchase 2,100,000 shares of our common stock and a second warrant to purchase 2,100,000 shares of our common stock. We issued 500,000 shares to the investor as commitment fee shares. The note is convertible in the event of a default.
Common Stock and Preferred Stock
During the years ended June 30, 2021 and 2020, 97,250,000 (486,250 after reverse split) and 642,857 (3,214 after reverse split) shares were awarded under the Stock Plan.
In fiscal year 2020, the Company issued 525,000 (2,625 after reverse split) common shares as consideration for convertible notes.
During the year ended June 30, 2020, the Company issued 500,000 shares of Series E Preferred Stock to an investor as consideration for a convertible note.
During the year ended June 30, 2020, the Company issued 7,619,912 (38,100 after reverse split) common shares for professional consulting services. The shares were valued at $2,020,150 upon issuance, for the year ended June 30, 2020.
During fiscal year 2020, investors exercised warrants in exchange for 32,052,654 common shares in cashless transactions.
During the year ended June 30, 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 year ended June 30, 2021.
During the year ended June 30, 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 year ended June 30, 2021.
During the year ended June 30, 2021, the Company issued 1,248,961 shares of common stock to warrant holders in six cashless transactions.
During the year ended June 30, 2021, the Company issued 3,279,693 shares of common stock under the Equity Purchase Agreement. These shares were valued at $13,601,329 upon issuance during the year ended June 30, 2021.
During the year ended June 30, 2021, the Company issued 250,000 shares of common stock as collateral for the line of credit.
During the year ended June 30, 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 year ended June 30, 2021.
During the year ended June 30, 2022, the Company issued 73,517 shares of common stock for services.
During the year ended June 30, 2022, the Company issued 500,000 shares of common stock under a Purchase Agreement.
During the year ended June 30, 2022, the Company issued 1,125,000 shares of common stock in exchange for proceeds under the Equity Purchase Agreement.
During the year ended June 30, 2022, the Company issued 1,812,500 shares of common stock as commitment shares in a structured loan.
During the year ended June 30, 2022, the Company cancelled 241,303 shares of common stock representing fractional shares resulting from the 1:200 reverse split.
During the year ended June 30, 2022, the Company entered into exchange agreements to issue 11,414 shares of Preferred Series F stock.
During the year ended June 30, 2022, the Company cancelled 500,000 shares of Preferred Series E stock. During the year ended June 30, 2022, the Company cancelled Preferred Series D stock.
During the year ended June 30, 2022, the Company issued 51 shares of Preferred Series G stock under terms of employment agreements.
During the year ended June 30, 2022, the Company issued 600,000 warrants to an investor, which have an exercise price of $0.50 per share and are exercisable for five years from the date of grant.
During the three months ended September 30, 2022, the Company issued 1,070,922 shares of common stock for professional consulting services. The shares were valued at $188,128 upon issuance.
During the three months ended September 30, 2022, the Company issued 800,000 shares of common stock for commitment fees under a note payable. These shares were valued at $144,800 upon issuance.
During the three months ended September 30, 2022, the Company issued 350,000 shares of common stock as a charitable donation. The shares were valued at $52,500 upon issuance.
During the three months ended September 30, 2022, the Company received 36,500 shares of common stock from a former investor.
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On August 31, 2022, the Company issued 1,000,000 warrants to an investor, which have an exercise price of $0.01 per share and are exercisable for five years from the date of grant. The exercise price of the warrant is subject to change based on future events.
In October and November 2022, the Company issued an aggregate of 1,962,073 shares of common stock to an investor in exchange for notes payable.
On November 8, 2022, the Company issued 4,200,000 warrants to an investor, which have an exercise price of $0.10 per share, 2,100,000 warrants are subject to cancellation if a $310,000 note is repaid in full before maturity. The warrants are exercisable for five years from the grant date.
On November 15, 2022, the Company issued an aggregate of 1,000,000 shares of common stock as commitment shares pursuant to financing arrangements.
On November 15, 2022, the Company issued 500,000 shares of common stock to the holder of a $600,000 promissory note to extend the maturity date.
On December 15, 2022, the Company issued an aggregate of 23,540,539 shares of the Company’s common stock upon the optional conversion of 8,710 shares of the Company’s Series F Convertible Preferred Stock at the conversion price of $0.37 per share pursuant to its stated terms as set forth in the Certificate of Designation of the Series F Preferred.
During the six months ended December 31, 2022, the Company issued 3,070,922 shares of common stock for professional consulting services.
During the six months ended December 31, 2022, the Company issued 1,800,000 shares of common stock for commitment fees under a note payable.
During the six months ended December 31, 2022, the Company issued 350,000 shares of common stock as a charitable donation.
During the six months ended December 31, 2022, the Company issued 23,540,539 shares of common stock to convert Preferred Series F stock.
During the six months ended December 31, 2022, the Company received 36,500 shares of common stock from a former investor.
During the six months ended December 31, 2022, the Company issued 4,429,130 shares of common stock under the Equity Purchase Agreement in exchange for working capital.
During the six months ended December 31, 2022, the Company issued 4,863,038 shares of common stock to reduce notes payable.
During the nine months ended March 31, 2023, the Company issued 53,206,652 shares of common stock in exchange for debt reduction.
During the nine months ended March 31, 2023, the Company issued 9,429,130 shares of common stock in exchange for proceeds under the Equity Purchase Agreement. These shares were valued at $166,435 upon issuance.
During the nine months ended March 31, 2023, the Company issued 2,800,000 shares of common stock for commitment fees under notes payable.
During the nine months ended March 31, 2023, the Company issued 3,070,922 shares of common stock for professional consulting services. The shares were valued at $238,128 upon issuance.
During the nine months ended March 31, 2023, the Company issued 23,540,539 shares of common stock in exchange for Preferred Series F stock.
During the nine months ended March 31, 2023, the Company issued warrants to investors to purchase common stock. The warrants were valued at $492,434 upon issuance.
During the nine months ended March 31, 2023, the Company issued 350,000 shares of common stock as a charitable donation. The shares were valued at $52,500 upon issuance.
During the nine months ended March 31, 2023, the Company received 36,500 shares of common stock from a former investor for no additional consideration. The shares can be re-issued.
During the nine months ended March 31, 2023, the Company issued 5,000,000 shares of common stock under two retirement agreements.
All sales in each of the transactions set forth above were issued relying on the exemption provided by Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder for the offer and sale of securities not involving a public offering, except for debt conversions, the exercise of warrants, and Series F Preferred Stock exchanges, which were effected relying on Section 3(a)(9) of the Securities Act as the common stock was exchanged by us with our existing security holders exclusively and no commission or other remuneration was paid or given directly or indirectly for soliciting such exchange. The recipients of securities in each of these transactions relying on Section 4(a)(2) of the Securities Act and/or Rule 506 promulgated thereunder acquired the securities for investment only and not with a view to or for sale in connection with any distribution thereof, and appropriate legends were affixed to the securities issued in these transactions. Each of the recipients of securities in these transactions was an accredited investor within the meaning of Rule 501 of Regulation D under the Securities Act and had adequate access, through employment, business or other relationships, to information about us.
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