Related Party Transactions

6 Months Ended

Dec. 31, 2023

Related Party Transactions [Abstract]

Related Party Transactions

Note 11 – Related Party Transactions

Note payable – BOAPIN purchase

In August 2020, and effective as of June 30, 2020, the Company purchased the BOAPIN portal, including all software, licensing, and ownership rights from Hypersoft Ventures, Inc., a related party through common ownership, for $800,200, which includes six million seven hundred thousand three (6,700,003) shares of Series C Convertible Preferred stock, valued at $375,200 or $0.056 per share, based on the conversion of one share of Series C Preferred stock for 10 shares of common stock and the stock price on the date of the transaction, and a note payable for $425,000, bearing eight percent (8%) interest with no prepayment or delinquency clauses.

On November 28, 2023, Hypersoft Venture forgave any and all outstanding debt owed by the Company, including $170,000 of principal and $69,834 of accrued interest. As such, the Company recorded a gain on debt extinguishment of $239,834. Hypersoft also cancelled its Series C preferred stock as part of the transaction (see Note 10).

As of December 31, 2023 and June 30, 2023, the Company has recorded a note payable of $0 and $170,000, respectively. During the three and six months ended December 31, 2023, the Company recorded interest expense of $0 and $0, respectively. During the three and six months ended December 31, 2022, the Company recorded interest expense of $3,428 and $6,856, respectively. The accrued interest balance at December 31, 2023 and June 30, 2023 was $0 and $63,015 respectively.

Note payable – Chief Executive Officer

On November 3, 2023, the Company entered into a Promissory Note Agreement (the “Promissory Note”) with its Chief Executive Officer Peter Pizzino (“Noteholder”), pursuant to which the Company issued to the Noteholder a Secured Note in an aggregate principal amount of $279,940 (the “Notes”), consisting of gross proceeds of loans of $279,940, that were made in cash by Noteholder to the Company over the past year used for operations, which Note shall not be convertible into the Company’s common stock, par value $0.0001 per share. As such, the Company reclassified amounts due to related party to note payable – related party.

The Note accrues interest at the rate of 3% per annum and matures on October 7, 2024. Interest on the Note is payable in cash. Upon the occurrence of an event of default, interest accrues at 15% per annum. The Note contains customary default provisions, including provisions for potential acceleration, and covenants, including negative covenants regarding additional indebtedness and dividends. The Company may only prepay the Note with the prior written consent of the respective Noteholder thereof.

As of December 31, 2023 and June 30, 2023, the Company has recorded a note payable of $279,940 and $0, respectively.

Related party debt, net

From time to time, the Company received funds from related parties for day-to-day operations. These are short-term loans which bear no interest, and the Company expects to repay these loans by the end of the fiscal year following the year in which the short-term loan was made. The following table reflects the composition of the related party debt, net balance at December 31, 2023 and June 30, 2023.

	December 31,		June 30,
	2023		2023
Related parties – subsidiary	$	177,320	$	177,320
Accrued salaries, bonus, fees		624,654		621,812
Total loans from related parties, net	$	801,974	$	799,132