Acquisition (Details Narrative) - USD ($) |
12 Months Ended | |
---|---|---|
Jun. 30, 2022 |
Jun. 30, 2021 |
|
Shares of Common stock | 833,334 | |
Acquisition payable | $ 0 | $ 1,764,876 |
Proceeds from issuance of common stock | 0 | 10,950,315 |
Net (loss) income | (2,046,030) | 2,978,948 |
Amortized of intangible assets | 2,159,146 | 726,525 |
Revenues | $ 44,584,996 | 24,095,025 |
FinderFee [Member] | ||
Common stock per share | $ 4.82 | |
Cash payment | $ 70,000 | |
Common stock issued during period for acquisition value | $ 33,740 | |
Common stock issued during period for acquisition | 7,000 | |
Finder's fee | $ 103,740 | |
Purchase method of accounting [Member] | ||
Total estimated fair value | $ 3,556,589 | |
Shares of Common stock | 100,000 | |
Common stock per share | $ 4.82 | |
Acquisition payable | $ 74,589 | |
Cash payment | $ 2,000,000 | |
Purchase price sale of shares | 100,000 | |
Proceeds from issuance of common stock | $ 482,000 | |
Convertible per share | $ 5.00 | |
Proceeds from repayment of loans to purchase common stock | $ 500,000 | |
Original principal amount | 500,000 | |
VitaMedica [Member] | ||
Amortization expense annually | 496,356 | |
Amortization expense monthly | 41,363 | |
Net (loss) income | 35,596 | 380,047 |
Amortized of intangible assets | 454,988 | |
Revenues | 5,124,583 | |
Net income (loss) | 224,735 | |
amortization expense of definite lived intangible assets | 1,767,350 | 3,200,304 |
VitaMedica [Member] | Proforma Adjustments [Member] | ||
Amortization expense | $ 41,363 | 496,356 |
July 1, 2020 [Member] | ||
Shares of Common stock | 222,223 | |
Common stock per share | $ 1.53 | |
Additional shares of common stock consideration | 1,535,781 | |
Shares of Common stock | 304,181 | |
July 1, 2020 [Member] | Infusionz LLC [Member] | ||
Outstanding interest | 100.00% | |
Cash | $ 350,000 | |
Consideration | 3,000,000 | |
Total estimated fair value | $ 3,350,000 | |
Shares of Common stock | 833,334 | |
Common stock per share | $ 3.60 | |
Description of public offering | if the ‘offering price’ of the Company’s successful underwritten initial public offering of the Company’s Common Stock is lower than $3.60 per share (post reverse split), the Company shall promptly issue such additional shares proportionately to each of the Sellers necessary to bring the value of the equity consideration to a total of $3,000,000 | |
Reverse split description | the Company issued 222,223 shares of Common Stock (post-reverse split) to the Sellers, based on the most recent price of $1.53 per share of Common Stock | |
Accrued acquisition payable | 2,424,745 | |
September 1,2021 [Member] | ||
Shares of Common stock | 306,935 | |
September 1,2021 [Member] | Infusionz LLC [Member] | ||
Shares of Common stock | 306,945 | |
Common stock per share | $ 1.53 | |
November 1, 2020 [Member] | ||
Shares of Common stock | 101,392 | |
November 1, 2020 [Member] | Infusionz LLC [Member] | ||
Shares of Common stock | 101,389 | |
Common stock per share | $ 1.53 | |
January 4, 2021 [Member] | Infusionz LLC [Member] | ||
Consideration | $ 75,000 | |
February 1, 2021 [Member] | Infusionz LLC [Member] | ||
Shares of Common stock | 101,392 | |
Common stock per share | $ 1.53 | |
June 25, 2021 [Member] | Infusionz LLC [Member] | ||
Shares of Common stock | 101,400 | |
Common stock per share | $ 5.75 | |
Interactive Offers LLC | ||
Shares of Common stock | 560,170 | |
Common stock per share | $ 4.88 | |
Cash payment | $ 2,100,000 | |
Amortization expense annually | 603,948 | |
Amortization expense monthly | 50,329 | |
Amortized of intangible assets | 452,963 | |
Common stock issued during period for acquisition value | 4,833,630 | |
Proceeds from issuance of common stock | 2,733,630 | |
Net income (loss) | 1,160,160 | |
Asset purchase price | $ 4,833,630 | |
Cygnet Online, LLC | ||
Shares of Common stock | 555,489 | |
Common stock per share | $ 6.00 | |
Cash payment | $ 1,500,000 | |
Purchase price sale of shares | 5,100,000 | |
Proceeds from issuance of common stock | $ 2,550,000 | |
Original principal amount | $ 1,050,000 | |
Description | In addition, the Company has the right to purchase Seller’s remaining membership interests in Cygnet. Commencing on October 10, 2022 and continuing for 180 days thereafter, the Company has the right, but not the obligation, to cause the Seller to sell 15% of the membership interests in Cygnet for $1,650,000 in immediately available funds. Commencing on the date that the Company completes its financial statements for the year ended December 31, 2023, and continuing for 120 days thereafter, the Company has the right, but not the obligation, to cause the Seller to sell the remaining 30% of the membership interests in Cygnet for 30% of the amount equal to four times Cygnet’s Adjusted EBITDA (as defined in the Call Agreement) for calendar year 2023, payable by wire transfer of immediately available funds equal to at least 50% of said purchase price with the balance payable through the issuance to Seller of shares of restricted common stock of the Company | |
Description of earn-out payment | Additionally, Seller will be paid up to $700,000 in the form of an earn-out payment based on 7% of Cygnet’s net revenue during the earn-out period, in accordance with and subject to the terms and conditions of the agreement. The earn-out payment, if any, will be paid 50% in immediately available funds and 50% in Company restricted common stock | |
Amortization expense annually | $ 2,100,000 | |
Amortization expense monthly | 175,000 | |
Net (loss) income | 152,981 | |
Amortized of intangible assets | 525,000 | |
Revenues | 7,634,153 | |
Proforma Adjustments [Member] | ||
Net (loss) income | (1,767,350) | (3,200,304) |
Proforma Adjustments [Member] | Interactive Offers LLC | ||
Amortization expense | 150,987 | 603,948 |
Proforma Adjustments [Member] | Cygnet Online, LLC | ||
Amortization expense | $ 1,575,000 | $ 2,100,000 |