UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended June 30, 2024
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______ to _______.
Commission file number: 000-55406
NIGHTFOOD HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
| Nevada | | 46-3885019 |
| (State or other jurisdiction of | | (I.R.S. Employer |
| incorporation or organization) | | Identification No.) |
Registrant’s Principal Office
520 White Plains Road, Suite 500
Tarrytown, NY 10591
Registrant’s telephone number, including
area code:
(866-291-7778)
Securities to be registered under Section 12(b)
of the Act: None
Securities registered pursuant to Section 12(b)
of the Act: None
Securities registered pursuant to Section 12(g)
of the Act: None
Indicate by checkmark if the registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes ☐
No ☒
Indicate by checkmark if the registrant is not
required to file reports pursuant to Section 13 or 15(d) of the Act.
Yes ☐
No ☒
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes ☐ No ☒
Indicate by check mark whether the registrant
has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405
of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes
☒ No ☐
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.
See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,”
and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ | Accelerated filer ☐ |
| Non-accelerated filer ☒ | Smaller reporting company ☒ |
| Emerging Growth Company ☐ | |
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant
has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial
reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or
issued its audit report. ☐
If securities are registered pursuant to Section
12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction
of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error
corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s
executive officers during the relevant recovery period pursuant to § 240.10D-1(b). ☐
Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐
No ☒
The aggregate market value of the registrant’s
common stock, par value $0.0001 per share (“Common Stock”), held by non-affiliates, computed by reference to the price at
which the Common Stock was last sold as of December 31, 2023, the last business day of the registrant’s most recently completed
second fiscal quarter, was approximately $1,923,511.
The number of shares of the registrant’s Common Stock outstanding
as of December 27, 2024 was 128,957,407 shares.
TABLE OF CONTENTS
PART I
Cautionary Note Regarding Forward-Looking
Information
Certain statements made in this Annual Report
involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be
materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. The
forward-looking statements included herein are based on current expectations that involve numerous risks and uncertainties. Our plans
and objectives are based, in part, on assumptions involving judgments with respect to, among other things, future economic, competitive
and market conditions, technological developments related to business support services and outsourced business processes, and future business
decisions, all of which are difficult or impossible to predict accurately and many of which are beyond our control.
Although we believe that our assumptions underlying
the forward-looking statements are reasonable, any of the assumptions could prove inaccurate and, therefore, there can be no assurance
that the forward-looking statements included in this report will prove to be accurate. In light of the significant uncertainties inherent
in the forward-looking statements included herein particularly in view of the current state of our operations, the inclusion of such information
should not be regarded as a statement by us or any other person that our objectives and plans will be achieved. Factors that could cause
actual results to differ materially from those expressed or implied by such forward-looking statements include, but are not limited to,
the factors set forth herein under the headings “Business”.
Item 1. Business.
General Development of Business
Nightfood Holdings, Inc. (“we”, “us”,
“NGTF”, “the Company” or “Nightfood”) is a Nevada corporation incorporated on October 16, 2013, to
acquire all of the issued and outstanding shares of Nightfood, Inc., a New York corporation from its sole shareholder, Sean Folkson. We
are also the sole shareholder of MJ Munchies, Inc., currently revoked in the State of Nevada, which owns certain intellectual property,
but does not have any operations as of the period covered by these financial statements.
On February 2, 2024, the Company closed the acquisition of Future Hospitality
Ventures Holdings Inc. (“FHVH” or “Future Hospitality”), a Nevada corporation and a new entrant in the Robots-as-a-Service
(RaaS) space from Mr. Lei Sonny Wang, who concurrently became the Chief Executive Officer (“CEO”) of Nightfood and a member
of the Company’s board of directors. Under the leadership of Mr. Wang, as of the time of this filing, Future Hospitality has secured
distribution agreements with Next Robots, Inc. (formally Botin Innovations, Inc.) and one other U.S.-based global manufacturer which has
not yet been named publicly and is in the process of negotiating and exploring additional supplier relationships.
Description of Business
Present Operations
Future Hospitality dba RoboOp365 launched in California
shortly before California’s April foodservice and hospitality minimum wage increase which received significant media coverage. Future
Hospitality provides artificial intelligence (AI) enabled robotic solutions that we believe deliver critical efficiencies, cost savings,
and enhanced consumer experience in hospitality and food service.
Management believes that incorporating Future
Hospitality’s advanced AI-enabled robotic solutions positions the Company at the forefront of innovation in the hospitality sector
at this critical point in time. We believe our success in this area can open new avenues for growth and efficiency across our portfolio.
Our customers can benefit from plug-and-play, AI-enabled automation which integrates easily and seamlessly into traditional restaurants,
hotels, health care facilities, school cafeterias and other food service operations. There are exponential benefits for customers with
a portfolio of locations, which is the market segment we are initially targeting.
Subsidiary Nightfood, Inc. has encountered quality and logistics challenges
with its current copacker. The company is exploring selling other products in other categories and is seeking a new copacker for its cookie
business.
Products and Services
Future Hospitality:
Products:
The Company believes it is revolutionizing the
hospitality industry with plug-and-play robotics and automation solutions designed to enhance service efficiency and consistency.
Regular national media coverage highlights the
ongoing labor crisis in California, which is creating massive upheaval across the industry. With minimum wage increased to $20, many long-standing
businesses have been forced to shut down. Others are actively looking to invest in automation solutions that will allow them to remain
viable now and into the future.
Future Hospitality offers two key robotics solutions
via the Robots-as-a-Service (“RaaS”) business model, which can transform both front-end and back-end operations within the
hospitality industry.
| 1. | Front-End Solutions: The serving robot, an advanced front-end solution, works alongside wait staff to
ensure faster and more reliable service. These sever robots help streamline service delivery, enhancing guest experiences by minimizing
wait times and reducing human errors. |
| 2. | Back-End Solutions: Smart cooking bots provide game-changing back-end solutions to support chefs in high-volume
environments. The advanced kitchen assistant ensures consistent food quality and enables even inexperienced staff to prepare delicious
meals quickly, addressing critical challenges in busy kitchens. |
In recent months, Future Hospitality has been
actively showcasing the capabilities of its service robots and automated systems to various regional restaurant franchises, assisted living
facilities, hotels, and hospital operators. These demonstrations have sparked significant interest among industry leaders seeking to solve
service inconsistency, labor shortages, and ongoing staffing replacement costs.
Future Hospitality is in active discussions with
several organizations interested in implementing these automation solutions at scale in their day-to-day operations.
The website for Future Hospitality is www.roboop365.com
Market Trends
In an era where the gig economy reshapes labor dynamics, minimum wages
rise, and labor disputes intensify, the food service industry stands at a crucial crossroads. Service robots, such as our cutting-edge
culinary assistants, are not just a nod to the future—they are a robust solution to today’s burgeoning challenges.
| ● | Tackling Gig Economy Challenges: The gig economy
has revolutionized the workforce, offering flexibility but also introducing unpredictability in staffing. Service robots provide a constant,
reliable presence, mitigating the fluctuations and uncertainties inherent in a gig-based labor force. |
| ● | Addressing Rising Minimum Wage Concerns: As minimum
wages climb, the financial strain on food service operations intensifies. Service robots offer a one-time investment that delivers ongoing
returns, alleviating the pressure of rising labor costs. |
| ● | Navigating Labor Disputes: Disputes and disagreements
within the workforce can lead to disruptions and financial losses. Service robots operate with consistent efficiency, eliminating the
potential for labor disputes and ensuring uninterrupted service excellence. |
| ● | Solving the 100% Staff Turnover Dilemma: The
food service industry often grapples with high employee turnover rates, leading to recurring recruitment and training expenses. Service
robots, with their enduring presence, eradicate the turnover turmoil, providing a stable and dependable solution. |
| ● | Reducing Staff Training Costs: Training new staff
is an ongoing expense in the food service sector. Service robots, once programmed, require no further training, offering a straightforward,
cost-effective alternative to the continuous cycle of training and retraining staff. |
| ● | Minimizing Job-Related Injuries: In a bustling
kitchen or service area, the risk of job-related injuries is ever-present. Service robots are designed to operate safely alongside human
coworkers, reducing the likelihood of injuries and associated costs. |
Marketing
The Company is not currently earning significant revenue associated
with its operations in the Robots-as-a-Service (RaaS) space.
Competition
Certain companies are manufacturers and distributors of service robotics
with distribution in the US which is our current target market.
We face competition from certain manufacturers and distributors and
their downline distributors who are our main competition.
Government Regulations
In the United States, the National Institute of Standards and Technology
has developed a framework for ensuring the safety and reliability of robotics technology. The framework provides guidelines for developing,
deploying, and operating robots in various applications.
The United States has been a leader in the robotics industry for several
decades. The country is home to some of the world’s largest and most successful robotics companies, such as Boston Dynamics, iRobot, and
Kiva Systems. The US government has also recognized the potential of robotics to drive economic growth and improve efficiency and has
implemented policies to support the development of the robotics industry.
One of the most significant initiatives in the US is the National Robotics
Initiative (NRI), launched in 2011. The NRI collaborates with several government agencies, including the National Science Foundation and
the Department of Defense. It aims to support the development of robotics technology across various industries. The initiative provides
funding for research and development in manufacturing, healthcare, and transportation.
In addition to the NRI, the US government has also implemented policies
to support the growth of the robotics industry. For example, the Department of Labor has launched the “Robotics Apprenticeship Program”
to provide training and education programs for workers in the robotics industry. The program aims to address the skills gap in the industry
and ensure that workers have the skills they need to remain competitive in the workforce.
Nightfood, Inc.
Products
We currently market three flavors of Nightfood
cookies Prime-Time Chocolate Chip, Date Night Cherry Oat and Snoozerdoodle. Compared to traditional cookies, Nightfood cookies feature
less sugar, less fat, fewer calories, more protein, more prebiotic fiber, and contain added inositol and vitamin B6.
The most widely consumed nighttime snacks are
cookies, chips, candy, and ice cream. Our goal is to offer consumers sleep-friendly versions of each of those snack formats as well as
others.
Subsidiary Nightfood, Inc. has encountered quality
and logistics challenges with its current copacker. The company is exploring selling other products in other categories and is seeking
a new copacker for its cookie business.
Market Trends
Research indicates that humans are biologically
hard-wired to load up on sweets and fats at night. Loading a surplus of calories (fuel) into the body before the long nightly fast is
believed to be an outdated survival mechanism from our hunter-gatherer days. Unfortunately, while modern consumers know this type of consumption
isn’t necessary for survival, willpower also weakens at night, so consumers are more likely to succumb to these unhealthy nighttime
cravings for excess “survival calories”.
As a result, over 90% of adults report snacking
regularly between dinner and bed (according to SleepFoundation.org), resulting in an estimated 1 billion nighttime snack occasions weekly
in the United States, and an annual spend on night snacks of over $60 billion. Because of our hard-wired evolutionary preferences at night
for calorie-dense foods which increased the odds of short-term survival for our ancestors, the most popular nighttime snacks are ice cream,
cookies, chips, and candy. These are all understood to be generally unhealthy. They can also impair sleep quality.
Marketing
Through the fiscal years ended June 30, 2024,
and 2023, the Company generated revenues from sales generated in operating subsidiary Nightfood, Inc. and the sale of ice-cream and cookie
products to customers and distributors using (i) Nightfood.com on the Shopify eCommerce platform (Direct to Consumer); and (ii) third
party distributors. Sales focus in the most recent quarter, ended June 30, 2024, has shifted entirely to direct-to-consumer as the Company
is focused on its newly developed cookie products. Wholesale ice-cream production and sales have been discontinued and might resume if
and when direct-to-consumer scale is achieved.
The Company considers its performance obligations
satisfied upon shipment of the purchased products to the customer with respect to sales processed by third party fulfilment centers and
retail locations, and delivery of the product for sales made to distributors or direct to end user via eCommerce portals.
Due to the nature of Nightfood’s products,
the Company does not accept returns of its snacks. Refunds to consumers are issued under certain circumstances, but product returns are
not typically accepted.
Competition
The nutritional/snack food business is highly competitive and includes
such participants as companies like Mondelez, Nestle S.A., Hershey’s, Hormel, Kraft/Heinz, Kellogg’s, Ferrero, Campbell Soup
Company, Utz, General Mills, Mars, The Simply Good Foods Company, Wells Enterprises, Froneri, Unilever, Hostess, PepsiCo, Post Holdings,
and more. Many of these competitors have well-established names and products.
In 2019, Nestle announced interest in the nighttime
snacking space with the introduction of a candy-type product called GoodNight. In 2020, Pepsi announced the launch of a “relaxation”
drink called Driftwell. Moreover, in 2021, Unilever announced they had initiated a year-long research study to identify how nutrition
could be used to improve sleep, through impact on the gut microbiome. In September 2021, the Chief Medical Officer of Pepsi stated that
Pepsi researchers were examining how foods and beverages affect neurochemical pathways, and that the company was interested in how this
research could be used to impact sleep. In 2023, Post Holdings, maker of well-known cereals such as Grape Nuts, HoneyComb, and Fruity
and Cocoa Pebbles, launched a cereal called Sweet Dreams which targets the nighttime snack occasion.
Government Regulations
United States
Since e-commerce food businesses
are not regulated as traditional food manufacturers based on the current Code of Federal Regulations (CFR), these models
are regulated under the “honor system.” Companies self-report to their local authorities and, in most cases, are regulated under
their local food code jurisdictions.
The U. S. Food and Drug Administration (FDA) publishes
the Food Code, a model that assists food control jurisdictions at all levels of government by providing them with a scientifically
sound technical and legal basis for regulating the retail and food service segment of the industry (restaurants and grocery stores and
institutions such as nursing homes).
FDA regulates all foods and food ingredients introduced
into or offered for sale in interstate commerce, with the exception of meat, poultry, and certain processed egg products regulated by
the U.S. Department of Agriculture (USDA).
The Human Foods Program (HFP), works with
FDA field offices to ensure that the nations’ food supply (except meat, poultry and some egg products, which are regulated by USDA) is
safe, sanitary, wholesome, and honestly labeled and that cosmetic products are safe and properly labeled.
Personnel
Nightfood Holdings, Inc. has one employee, Lei Sonny Wang, its CEO.
Nightfood, Inc. has no employees. Sean Folkson has a consulting agreement
with the Company. Functions within the company such as sales, marketing, production, distribution, sales, accounting, public relations,
and more are primarily conducted through vendor and consultant relationships.
Future Hospitality has no employees. Functions within the company such
as business development, supplier partnership development, marketing, public relations, and sales management are overseen by Sonny Wang
who is working with independent sales agents specializing in restaurants, senior care facilities, and hotel services.
Should we be successful in executing our business plan, we anticipate
hiring additional employees in key roles to assist with various company functions. However, we also expect to continue to strategically
outsource when appropriate to enable growth without unnecessary expense and overhead.
Intellectual Property
We own the domain Nightfood.com as well as many
other relevant domains such as late-night-snack.com, nighttimesnack.com, and nighttimesnacking.com, as well as Nightfood.us, Nightfood.net,
TryNightfood.com, GetNightfood.com, NiteFood.com, TryNightfood.com, and BuyNightfood.com. We also own the toll-free number 888-888-NIGHT.
Nightfood’s formulae and recipes are proprietary, and we
have non-disclosure agreements with our suppliers.
The Registrant also owns the domain HalfBaked.com.
Recent Developments
As of November 11, 2024, FHVH onboarded a new
customer currently in a 30-day trial phase for its Robot-as-a-Service solution. Following the trial, the customer will transition to a
monthly RaaS subscription.
On September 10, 2024, the Company announced the closing of its strategic
all-stock acquisition of SWC Group Inc., doing business as CarryoutSupplies.com (“CarryOut” as of September 4, 2024. CarryOut
is a leading wholesaler and distributor of custom takeout packaging for the foodservice industry, with traditional, biodegradable and
compostable options. Subsequently, on December 10, 2024 the Company, Future Hospitality Ventures Holdings, Inc., SWC Group, Inc., and
Sugarmade, Inc. entered into and amendment (the “Amendment”) which modified certain terms of the Share Exchange Agreement
dated September 4, 2024 (the “Agreement”).
The Amendment modifies the method for calculating
the number of shares to be issued under the Agreement. Under the revised terms, the share issuance will be determined based on the 90-day
Volume Weighted Average Price (VWAP) of the Company’s common stock as of December 4, 2024.
As of the date of this report the transaction
had not yet closed. This acquisition will mark a significant step in the Company’s growth and Nasdaq-uplist strategy, as previously
disclosed in November 2023.
Founded in 2004, CarryOut has served more than
7,000 food services accounts, specializing in providing packaging solutions such as ice cream cups, coffee cups, lids and utensils to
small and medium-sized foodservice businesses including restaurants, cafes, ice cream parlors, tea houses and yogurt shops. Despite facing
significant challenges during the COVID-19 pandemic, CarryOut rebounded in 2023 with $2 million in revenue and is projecting 20% growth
in 2024.
The acquisition of CarryOut offers numerous strategic
benefits to the Company, enhancing operational efficiencies, expanding its customer base and bolstering its product offerings. This integration
allows for:
| ● | Expanded Product Offerings: With CarryOut’s extensive packaging solutions now under the Company’s
umbrella, the Company can better serve existing customers and enter new markets by offering a comprehensive range of products across its
subsidiaries. |
| ● | Synergistic Growth Opportunities: By aligning CarryOut’s network of small and medium-sized foodservice
operators with our Company offerings, the Company anticipates new opportunities for cross-promotion, including the introduction Future
Hospitality’s service robotics solutions to restaurants.. |
| ● | Operational Efficiencies: This acquisition will streamline back-office operations across the Company’s
subsidiaries, including the consolidation of accounting services, shared legal resources, interchangeable staffing and a more unified
management team. These synergies are expected to improve human and capital resource allocation, driving down overall costs. |
Item 1A. Risk Factors
Smaller reporting companies are not required to
provide the information required by this item.
Item 1B. Unresolved Staff Comments
None
Item 1C. Cybersecurity
To meet our business
objectives, we rely on both internal information technology (IT) systems and networks, and those of third parties and their vendors, to
process and store sensitive data, including confidential research, business plans, financial information, intellectual property, and personal
data of ours and our customers that may be subject to legal protection, and promote the continuity of our Company’s business operations.
In the ordinary course of our business, we receive, process, use, store, and share digitally certain data, including user data as well
as confidential, sensitive, proprietary, and personal information.
Maintaining the integrity
and availability of our IT systems and this information, as well as appropriate limitations on access and confidentiality of such information,
is important to our operations and business strategy. We plan to develop and implement information securities policies and incident response
plans to evaluate, identify, and handle material risks associated with cybersecurity threats.
There can be no assurances
that our cybersecurity risk management program and processes, including our policies, controls, or procedures, will be fully implemented,
complied with or are effective in protecting our systems and information.
As of the date of this
report, we are not aware of any cybersecurity incidents, that have had a materially adverse effect on our operations, business, results
of operations, or financial condition.
Item 2. Properties
Our corporate address is 520 White Plains Road
– Suite 500, Tarrytown, New York 10591 and our telephone number is 866-291-7778.
We do not own any real estate.
Future Hospitality Ventures Holdings, Inc. rents
office space at 177 E Colorado Blvd Ste 200, Pasadena, CA 91105 and CarryoutSupplies.com leases office and warehouse space at 20529 E.
Walnut Drive N., Walnut, CA 91789.
Item 3. Legal Proceedings
There are
no current, past, pending or threatened legal proceedings or administrative actions either by or against the issuer that could have a
material effect on the issuer’s business, financial condition, or operations.
Item 4. Mine Safety Disclosures
Not applicable.
PART II
Item 5. Market for Registrant’s Common
Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
a) Market Information
Our common stock is currently quoted on the OTC
market “QB” under the symbol “NGTF”.
The following table sets forth the range of high and low bid quotations
for our common stock for each of the periods indicated as reported by OTCMarkets. These quotations reflect inter-dealer prices, without
retail mark-up, mark-down or commission and may not necessarily represent actual transactions.
The last reported price was $0.0121 on November 19, 2024.
| Period Ending June 30, 2024 | |
High | | |
Low | |
| September 30, 2023 | |
$ | 0.0425 | | |
$ | 0.0122 | |
| December 31, 2023 | |
| 0.0425 | | |
| 0.01 | |
| March 31, 2023 | |
| 0.028 | | |
| 0.0105 | |
| June 30, 2024 | |
| 0.035 | | |
| 0.0075 | |
| | |
| | | |
| | |
| Period Ending June 30, 2023: | |
| | | |
| | |
| September 30, 2022 | |
$ | 0.21 | | |
$ | 0.12 | |
| December 31, 2022 | |
| 0.19 | | |
| 0.0805 | |
| March 31, 2023 | |
| 0.135 | | |
| 0.0675 | |
| June 30, 2023 | |
| 0.0925 | | |
| 0.0186 | |
b) Holders
On June
30, 2024, there are approximately 267 holders of record of our common stock. The number of stockholders of record does not include thousands
of beneficial owners of our common stock, whose shares are held in the names of various dealers, clearing agencies, banks, brokers and
other fiduciaries.
c) Dividends
No dividends have ever been declared by the Board
of Directors on our common stock. Our losses do not currently indicate the ability to pay any cash dividends, and we do not have the intention
of paying cash dividends on our common stock in the foreseeable future.
d) Securities
Authorized for Issuance Under Equity Compensation Plans
No equity compensation plan or agreements under
which our common stock is authorized for issuance has been adopted during the fiscal years ended June 30, 2024 and 2023.
e) Recent Sales of Unregistered Securities
During the Fiscal Year ended June 30, 2023:
| ● | The Company issued 3,333,333 shares of common stock
for services with a fair value of $50,000. |
| ● | The Company issued 300,000 shares of common stock
for services with a fair value of $7,800. |
| ● | The Company issued 686,106 shares of common stock
for cashless exercise of 1,818,182 stock purchase warrants. |
| ● | The Company issued an aggregate of 532,859 shares
of its common stock for services valued at $77,110. |
| ● | The Company issued 2,469,697 shares of its common
stock as financing cost valued at $104,515. |
| ● | The Company issued an aggregate of 6,549,128 shares
of its common stock for cashless exercise of 4,928,260 original issued stock purchase warrants. |
| ● | The Company sold 467,950 units at $0.50 per
unit, consisting with 1,871,800 shares of common stock under its Regulation A+ Offering. The Company received net proceeds
of $229,729. |
| ● | The Company issued 3,800,000 shares of its common
stock in exchange for the return of 10,869,566 returnable warrants. |
| ● | The Company issued 2,750,000 shares of its common
stock in exchange for the return of 2,750,000 stock purchase warrants. |
| ● | Holders of the B Preferred converted 1,310 shares
of Series B Preferred Stock into 6,550,000 shares of its common stock. |
| ● | The Company issued an aggregate of 5,750,000 shares
of its common stock for cash exercise of 5,750,000 original issued stock purchase warrants. The Company received net proceeds
of $276,066. |
| ● | The Company issued 1,500,000 shares of common stock
as consideration for convertible debt in the principal amount of $16,088 and in the accrued interest payable of $33,907, with a
fair value of $91,500. |
During the Fiscal Year ended June 30, 2024:
| ● | The Company issued 3,333,333 shares of common stock
for services with a fair value of $50,000. |
| ● | The Company issued 300,000 shares of common stock
for services with a fair value of $7,800. |
| ● | The Company issued 686,106 shares of common stock
for cashless exercise of 1,818,182 stock purchase warrants. |
| ● | The Company issued 1,000,000 shares of common stock
as consideration for convertible debt in the accrued interest payable of $31,250 and transfer agent fee of $1,750, with a fair value
of $16,400. |
Subsequent to the Fiscal Year ended June
30, 2024
| |
● |
The Company issued 50,000 shares of its common stock as part of a debt settlement arrangement with a vendor. |
f) Purchases of Equity Securities by the
Issuer and Affiliated Purchasers
None.
Penny Stock Regulation
Shares of our common
stock have been and will likely continue to be subject to rules adopted the SEC that regulate broker-dealer practices in connection with
transactions in “penny stocks.” Penny stocks are generally equity securities with a price of less than $5.00 (other than securities
registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information
with respect to transactions in those securities is provided by the exchange or system). The penny stock rules require a broker-dealer,
prior to a transaction in a penny stock not otherwise exempt from those rules, deliver a standardized risk disclosure document prepared
by the SEC, which contains the following:
| |
● |
a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading; |
| |
|
|
| |
● |
a description of the broker’s or dealer’s duties to the customer and of the rights and remedies available to the customer with respect to violation to such duties or other requirements of securities’ laws; |
| |
|
|
| |
● |
a brief, clear, narrative description of a dealer market, including “bid” and “ask” prices for penny stocks and the significance of the spread between the “bid” and “ask” price; |
| |
|
|
| |
● |
a toll-free telephone number for inquiries on disciplinary actions; |
| |
|
|
| |
● |
definitions of significant terms in the disclosure document or in the conduct of trading in penny stocks; and |
| |
|
|
| |
● |
such other information and is in such form (including language, type, size and format), as the SEC shall require by rule or regulation. |
Prior to effecting any
transaction in penny stock, the broker-dealer also must provide the customer the following:
| |
● |
the bid and offer quotations for the penny stock; |
| |
|
|
| |
● |
the compensation of the broker-dealer and its salesperson in the transaction; |
| |
● |
the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and |
| |
|
|
| |
● |
monthly account statements showing the market value of each penny stock held in the customer’s account. |
In addition, the penny
stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules, the broker-dealer must make a
special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written
acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed
and dated copy of a written suitability statement. These disclosure requirements may have the effect of reducing the trading activity
in the secondary market for a stock that becomes subject to the penny stock rules. Holders of shares of our common stock may have difficulty
selling those shares because our common stock will probably be subject to the penny stock rules.
Item 6. Reserved
Item 7. Management’s Discussion and Analysis
of Financial Condition and Results of Operations.
The following discussion
and analysis of the results of our operations and financial condition should be read in conjunction with our financial statements, and
the notes to those financial statements that are included elsewhere in this Report. All monetary figures are presented in U.S. dollars,
unless otherwise indicated.
Certain information
contained in this MD&A includes “forward-looking statements.” Statements which are not historical reflect our current
expectations and projections about our future results, performance, liquidity, financial condition and results of operations, prospects
and opportunities and are based upon information currently available to us and our management and their interpretation of what is believed
to be significant factors affecting our existing and proposed business, including many assumptions regarding future events. In some cases,
you can identify forward-looking statements by terminology such as “may,” “will” “should,” “expect,”
“intend,” “plan,” anticipate,” “believe,” “estimate,” “predict,” “potential,”
“continue,” or similar terms, variations of such terms or the negative of such terms. These statements are only predictions
and involve known and unknown risks, uncertainties, and other factors. Although forward- looking statements, and any assumptions upon
which they are based, are made in good faith, and reflect our current judgment, actual results could differ materially from those anticipated
in such statements. Actual results, performance, liquidity, financial condition and results of operations, prospects and opportunities
could differ materially and perhaps substantially from those expressed in, or implied by, these forward- looking statements as a result
of various risks, uncertainties and other factors
In light of these
risks and uncertainties, and especially given the nature of our existing and proposed business, there can be no assurance that the forward-looking
statements contained in this section and elsewhere in this Annual Report on Form 10-K will in fact occur. Potential investors should not
place undue reliance on any forward- looking statements. Except as expressly required by the federal securities laws, there is no undertaking
to publicly update or revise any forward-looking statements, whether as a result of new information, future events, changed circumstances
or any other reason.
RESULTS OF OPERATIONS
FOR THE FISCAL YEARS ENDED JUNE 30, 2024 AND 2023
Revenue
For the fiscal years ended June 30, 2024, and 2023 we had gross sales
of $89,639 and $182,856, respectively and net revenues (Net Revenues are defined as Gross Sales, less slotting fees, sales discounts,
and certain other revenue reductions) of $367 and $49,450, respectively, and incurred operating expenses of $1,077,939 and $2,202,355
respectively. During the nine months ending March 31, 2024, the pivot from ice cream sales to direct-to-consumer sales of our cookies
only commenced in the third quarter ending March 31, 2024. As we have shifted from product sales at retail and wholesale to direct to
consumer, we do not expect to incur slotting fees in the future, unless we determine to introduce our current product offerings to a retail
format.
Costs and expenses
| | |
For the fiscal years Ended
June 30, | |
| | |
2024 | | |
2023 | |
| Operating expenses | |
| | |
| |
| Cost of product sold | |
| 107,395 | | |
| 277,843 | |
| Advertising and promotional | |
| 56,664 | | |
| 144,859 | |
| Selling, general and administrative expense | |
| 175,190 | | |
| 838,413 | |
| Professional fees | |
| 738,690 | | |
| 941,240 | |
| Total operating expenses | |
| 1,077,939 | | |
| 2,202,355 | |
For the fiscal years ended June 30, 2024 and 2023,
cost of product sold decreased from $277,843 to $107,395. This is due to a decrease in the number of products sold as we shifted from
product sales at retail and wholesale to direct to consumer.
For the fiscal years ended June 30, 2024 and 2023,
advertising and promotional expenses decreased from $144,859 (2023) to $56,664 (2024). This decrease is largely due to us pausing advertising
and promotional efforts with respect to our discontinued line of ice-cream products during the year. In addition, certain previously booked
marketing expenditures during the fiscal year ended June 30, 2023, were reversed in the fiscal year ended June 30, 2024, upon non-provision
of services resulting in a reduction to the overall costs in the current fiscal year.
For the fiscal years ended June 30, 2024, and
2023, selling, general, and administrative expenses decreased from $838,413 (2023) to $175,190 (2024). In fact the Company’s expenditures
on selling, general and administrative costs was substantially reduced period over period, predominantly as a result of sizeable impairments
to inventory of $416,701 during fiscal 2023 as compared to only $4,803 for the year ended June 30, 2024. The Company undertook impairments
of its spoiled, damaged or unsaleable inventory in the year ended June 30, 2023 as the Company shifted from ice-cream sales to direct
to consumer sales of cookie products.
For the fiscal years ended June 30, 2024, and
2023, professional fees decreased from $941,240 to $738,690. This includes legal fees, marketing consulting, accounting and auditor fees,
and other paid consultants. The decrease is largely related to financing activities during the year ending June 30, 2023, including the
filing of a registration statement and the fees that tend to accompany such transactions, a significant portion of which do not involve
cash expenditures, but are tied to the valuation of shares and warrants issued to consultants, with no comparable expenses in fiscal year
2024.
Total operating expenses include those expenses
associated with running the operating portion of our business (such as the manufacturing our snacks, advertising for our product, warehousing,
freight, and the like plus the costs and expenses related to our newest acquisition in February 2024 of FVFH). It also includes certain
cash and non-cash expenses incurred by us related to activities such as SEC compliance, fundraising activities, and maintaining our public
entity in good standing. Our revenues and operations are currently limited, therefore expenses relating to financing and compliance activities
make up a larger portion of our total expenses than they might in a larger company.
For the fiscal years ended June 30, 2024 and 2023,
the loss from operations decreased from $2,202,355 (2023) to $1,077,939 (2024). As discussed above, the major components of this decrease
was the reduction in advertising and marketing spend, a substantial reduction to professional fees and SGA expenses period over period,
and a substantial write down of obsolete inventory in the year ended June 30, 2023 with no comparative impairments to inventory in the
year ended June 30, 2024.
Other Income (Expense)
For the fiscal years ended June 30, 2024 and 2023, total other expenses
decreased to $2,246,839 from $3,999,435. The majority of these expenses are related to accounting treatment applied to financing costs
and debt and the amortization of debt discount. During the fiscal year ended June 30, 2024 we recorded amortization of debt discount of
$638,194, loss on extinguishment of debt of $111,730, financing costs of $1,082,360. During the fiscal year ended June 30, 2023, we recorded
amortization of debt discount of $1,265,893, financing costs of $2,199,273, a loss on extinguishment of debt of $361,500. These are not
actual cash expenses but a function of the way certain financing activities are accounted for. Interest expenses totaled $432,154 and
$172,769 and interest income was $17,599 and $0 in the fiscal years ended June 30, 2024 and 2023, respectively.
Net Loss
Our net loss in the fiscal year ended June 30, 2024 totaled $3,235,506
as compared to $6,068,384 in the fiscal year ended June 30, 2023. The decrease to the net loss is directly related to a substantial decrease
in financing costs and amortization of debt discounts, as well as a decrease to our overall operating costs by approximately one-third.
Deemed Dividend
The Company has never declared dividends, however as set out below,
during the fiscal year ended June 30, 2022 and 2021, upon issuance of a total of 335 and 4,665 shares of B Preferred,
respectively, the Company recorded a deemed dividend as a result of beneficial conversion feature associated with the transaction.
In connection with certain conversion terms provided
for in the designation of the B Preferred, pursuant to which each share of B Preferred is convertible into 5,000 shares of common
stock and 5,000 warrants, the Company recognized a beneficial conversion feature upon the conclusion of the transaction in the
amount of $4,431,387 through June 30, 2022. The beneficial conversion feature was treated as a deemed dividend, and fully amortized
on the transaction date due to the fact that the issuance of the B Preferred was classified as equity.
During the years ended June 30, 2024 and June
30, 2023 the Company recorded an additional deemed dividend of $84,106 and $1,136,946 in relation to the B Preferred stock and downward
price adjustments to certain warrants.
Customers
During fiscal 2024 our customers consist solely
of customers purchasing Nightfood ice cream products, prior to the discontinuation of the line in fiscal 2024, and our current line of
cookie products. These product sales are primarily of individual consumers purchasing Nightfood snacks via our website or via third party
reseller platforms such as Tik Tok. In fiscal 2023 our customers consisted primarily of wholesale distributors of our ice cream pints
for resale to hotels and supermarkets. In FY 2023, we had one customer that accounted for 42% of our Gross Sales. One other customer accounted
for 29% and two others each accounted for between 7% and 10%. In the fiscal year ended June 30, 2024, we had no customers which accounted
for more than 10% of gross sales.
Vendors
During the year ended June 30, 2024, one vendor
accounted for approximately 70% of our cost of goods sold. During the year ended June 30, 2023, three vendors accounted for approximately
72% of our costs of goods sold.
LIQUIDITY AND CAPITAL RESOURCES
As of June 30, 2024, we had cash on hand
of $148,294, receivables of $22,337, other current assets of $107,161 and inventory valued at $25,808.
Our cash on hand is not adequate to satisfy
our working capital needs. We believe that our current capitalization structure, ongoing merger and acquisition activity, and our access
to institutional capital will enable us to successfully secure the required financing to execute our development plans. In addition, we
are currently working on acquisitions of additional revenue generating businesses to bolster our growth and strengthen our balance sheet.
As discussed above, the Company has limited
available cash resources and we do not believe our cash on hand will be sufficient to fund our operations and growth through the balance
of fiscal year 2024 and 2025, or adequate to satisfy our immediate or ongoing working capital needs. The Company is continuing to raise
capital through the sale of its securities, including common stock, preferred stock, and debt (including convertible debt) to finance
the Company’s operations, of which it can give no assurance of success. In addition, we will receive the proceeds from our outstanding
warrants as, if and when such warrants are exercised for cash.
If we are unable to raise cash through the sale of our securities,
we may be required to severely restrict or cease our operations.
Even if the Company is successful in raising additional
funds, the Company cannot give any assurance that it will, in the future, be able to achieve a level of profitability from the sale of
products and services of its subsidiaries to sustain operations. These conditions raise substantial doubt about the Company’s ability
to continue as a going concern. The accompanying financial statements do not include any adjustments to reflect the possible future effects
on recoverability and reclassification of assets or the amounts and classification of liabilities that may result from the outcome of
this uncertainty.
Subsequent to June 30, 2024, we raised additional gross proceeds, net
of original issuance discount, of $402,050 through the issuance of secured notes payable.
Since inception in January 2010 through June 30, 2024, we have generated
an accumulated deficit of approximately $38,626,400. This accumulated deficit is not debt, and there is no obligation or liability associated
with it. An accumulated deficit reflects a negative balance of retained earnings and an accumulation of historical losses over time, related
to both operations and financing activities. It is not unusual for growing companies to have significant accumulated deficit, even after
turning profitable. The Company’s accumulated deficit is a function of losses sustained over time, along with the costs associated
with raising operating capital.
Assuming we raise additional funds and continue
operations, it is expected we may incur additional operating losses during the course of fiscal year 2025 and possibly thereafter. We
plan to continue to pay or satisfy existing obligation and commitments and finance our operations, as we have in the past, primarily through
the sale of our securities and other forms of external financing until such time that we are able to generate sufficient funds from the
sale of our products to finance our operations, of which we can give no assurance.
We anticipate deriving additional revenue from
our subsidiaries in fiscal year 2025, but we cannot at this time quantify the amount. During the fiscal year ended June 30, 2024 we were
successful in acquiring a new operating subsidiary in the Robots-as-a-Service (RaaS) space and expect to enhance our revenues through
these operations in the coming months. In addition, we expect to successfully complete the acquisition of at least two additional operating
companies in the first half of fiscal 2025 ending December 31, 2024.
Cash Flow from Operating Activities
During the fiscal year ended June 30, 2023, net
cash used in operating activities was $1,203,995 compared to net cash used of $709,990 for the fiscal year ended June 30, 2024. This decrease
in net cash used is largely due to the overall reduction in our operating and non-operating activities in the most recently completed
fiscal year. During fiscal 2024, we reported increases to accounts payable and related party payables offset by a reduction in other current
assets and accounts receivables, however, our non-cash expenses related to financing costs including costs of the issuance of stock and
warrants in respect to financings and consulting services, as well as the amortization of debt discounts and inventory impairment charges
were substantially reduced as compared to results from the year ended June 30, 2023.
Cash Flow from Investing Activities
During the fiscal year ended June 30, 2024, cash from investing activities
included acquired cash from a business combination of $149,990 and prepaid acquisition costs secured by promissory notes of $297,880.
There were no cash flows from investing activities in the fiscal year ended June 30, 2023.
Cash Flow from Financing Activities
During the fiscal year ended June 30, 2024, net cash of $1,252,805
was raised through the issuance of debt in the form of convertible notes and secured promissory notes. In the fiscal year ended June 30,
2023, our financing activities provided net cash of $976,467 and consisted of the issuance of debt in the form of convertible notes totaling
$1,805,800 offset by repayments to debt of $1,375,128, proceeds from shares sold under our Reg A offering of $229,729, proceeds from the
exercise of warrants of $276,066, and proceeds from a loan from a related party of $40,000.
CRITICAL ACCOUNTING POLICIES
The preparation of our financial statements requires
management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent
assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting
period. On an on-going basis, management evaluates its estimates and judgments which are based on historical experience and on various
other factors that are believed to be reasonable under the circumstances. The results of their evaluation form the basis for making judgments
about the carrying values of assets and liabilities. Actual results may differ from these estimates under different assumptions and circumstances.
Our significant accounting policies are more fully discussed in the Notes to our Financial Statements.
Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities
and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates. Estimates are used in the determination of depreciation
and amortization, the valuation for non-cash issuances of common stock, and the website, income taxes and contingencies, valuing convertible
preferred stock for a “beneficial conversion feature” (“BCF”) and warrants among others.
Inventories
Inventories consisting of packaged food items
and supplies are stated at the lower of cost (FIFO) or net realizable value, including provisions for spoilage commensurate with known
or estimated exposures which are recorded as a loss on write down of inventory during the period spoilage is incurred as a part of selling,
general and administrative expenses. The Company has no minimum purchase commitments with its vendors. During the fiscal year ended June
30, 2024 and 2023 the Company wrote down inventory balances by $4,803 and $416,701, as a result of damage, loss, spoilage, and obsolescence.
Expenses related to inventory impairments are included in Selling, General and Administrative expenses on the Company’s statements
of profit and loss.
Revenue Recognition
The Company accounts for revenue in accordance
with Accounting Standards Updated (“ASU”) ASU 2014-09 Revenue from Contracts with Customers and all subsequent amendments
to the ASU (collectively, “ASC 606”). The Company recognizes revenue in accordance with ASC 606, the core principle of which
is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects
the consideration to which the entity expects to be entitled to receive in exchange for those goods or services. To achieve this core
principle, five basic criteria must be met before revenue can be recognized: (1) identify the contract with a customer; (2) identify the
performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to performance obligations
in the contract; and (5) recognize revenue when or as the Company satisfies a performance obligation.
Through the fiscal years ended June 30, 2024 and
2023, the Company generated revenues from sales generated in operating subsidiary Nightfood, Inc. and the sale of ice-cream and cookie
products to customers and distributors using (i) Nightfood.com on the Shopify eCommerce platform (Direct to Consumer); and (ii) third
party distributors. Sales focus in the most recent quarter ended June 30, 2024 has shifted entirely to direct-to-consumer as the Company
is focused on its newly developed cookie products. Wholesale ice-cream production and sales have been discontinued and might resume if
and when direct-to-consumer scale is achieved. The Subsidiary considers its performance obligations satisfied upon shipment of the purchased
products to the customer with respect to sales processed by third party fulfilment centers and retail locations, and delivery of the product
for sales made to distributors or direct to end user via eCommerce portals. The Subsidiary has made a policy election to treat shipping
and handling as costs to fulfill the contract, and as a result, any fees received from customers are included in the transaction price
allocated to the performance obligation of providing goods with a corresponding amount accrued within cost of sales for amounts paid to
applicable carriers. Due to the nature of Nightfood’s products, the company does not accept returns of its snacks. Refunds to consumers
are issued under certain circumstances, but product returns are not typically accepted.
During the years ended June 30, 2024 and 2023,
the Company has not earned any revenue associated with its operations in the Robots-as-a-Service (RaaS) space, although product demonstrations
have begun and Management believes revenues will begin soon.
Accounts Receivable and Allowance for Credit
Losses
Accounts receivable are recorded at the invoiced
amount and do not bear interest. The Company’s accounts receivable consists entirely of invoices issued with respect to the sale
of the Company’s snack goods. The Company applies the guidance of ASU 2016-13, Financial Instruments - Credit Losses: Measurement
of Credit Losses on Financial Instruments (Topic 326) (“CECL”). At each reporting period the Company gathers information about
its current bad debt reserve and write-off practices and loss methodology, in-scope assets, historical credit losses, and expected changes
to business practices under CECL. Accounts receivables are stated at estimated net realizable value from the sale of products to customers.
During fiscal 2024 a shift in product sales and customer type occurred when the Company changed its product focus from sales of ice cream
products to established customers to sales of snack cookies to individual customers online. Commercial customers comprising the Company’s
sales in fiscal 2023 typically were customers contracting with the Company on short-term projects with larger credit limits and overall,
larger project sizes, resulting in limited potential for write-offs of receivable balances. The Company’s sales in fiscal 2024 were
comprised predominantly of sales to individual customers who pay in advance for snack items.
The Company reviewed methods provided by the guidance and determined
to use the loss-rate method in the CECL analysis for trade receivables. This loss-rate method was selected as there is reliable historical
information available at each fiscal year end, and this historical information was determined to be representative of the Company’s
current customers and billing practices.
Deemed Dividend – Series B Preferred Stock Warrants:
Each share of the Company’s Series B Preferred
Stock, par value $0.001 per share (the “B Preferred” or “B Preferred Stock”) has a liquidation preference
of $1,000 and has no voting rights except as to matters pertaining to the rights and privileges of the B Preferred. Each share
of B Preferred is convertible at the option of the holder thereof into (i) 5,000 shares of the Registrant’s common stock (one
share for each $0.20 of liquidation preference) (the “Conversion Shares”) and (ii) 5,000 common stock purchase warrants, expiring
April 16, 2026 (the “Warrants”). The Warrants carried an initial exercise price of $0.30 per share. Subsequent financing events
and debt extinguishment resulted in adjustments to the exercise price of all warrants created from conversion of B Preferred from $0.30
per share to approximately $0.10416 per share through June 30, 2024. The exercise price of these warrants can continue to adjust
as the result of subsequent financing events and stock transactions. These adjustments can result in an exercise price that is either
higher, or lower, than the price as of June 30, 2024.
The value of the deemed dividend was approximately
$4.4 million as of June 30, 2022. During the year ended June 30, 2023 the Company recorded an additional deemed dividend of
approximately $1.1 million in relation to the B Preferred stock and downward price adjustments to certain warrants. During the fiscal
year ended June 30, 2024 the Company recorded a further deemed dividend of approximately $84,000 in relation to the B Preferred stock
and downward price adjustments to certain warrants.
Stock-Based Compensation
The Company accounts for share-based awards issued to employees in
accordance with FASB ASC 718. Accordingly, employee share-based payment compensation is measured at the grant date, based on the fair
value of the award, and is recognized as an expense over the requisite service period. Additionally, share-based awards to
non-employees are expensed over the period in which the related services are rendered at their fair value. The Company applies ASC 718,
“Equity Based Payments to Non-Employees”, with respect to options and warrants issued to non-employees.
Fair Value of Financial Instruments
Cash and Equivalents, Receivables, Other Current Assets, Short-Term
Debt, Accounts Payable, Accrued and Other Current Liabilities. The carrying amounts of these items approximated fair value.
Fair value is defined as the price that would be received to sell an
asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. To increase the comparability
of fair value measures, Financial Accounting Standards Board (“FASB”) ASC Topic 820-10-35 establishes a fair value hierarchy
that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted
quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs
(level 3 measurements).
| Level 1 — |
Valuations based on quoted prices for identical assets and liabilities in active markets. |
| Level 2 — |
Valuations based on observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data. |
| Level 3 — |
Valuations based on unobservable inputs reflecting our own assumptions, consistent with reasonably available assumptions made by other market participants. These valuations require significant judgment. |
At June 30, 2024 and June 30, 2023, the Company had no outstanding
derivative liabilities.
Recently Adopted Accounting Pronouncements
The Company has implemented all new accounting
pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new pronouncements
that have been issued that might have a material impact on its financial position or results of operations.
In November 2023, the FASB issued Accounting Standards
Update 2023-07, Segment Reporting—Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which
requires incremental disclosures related to a public entity’s reportable segments. Required disclosures include, on an annual and
interim basis, significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”) and
included within each reported measure of segment profit or loss, an amount for other segment items (which is the difference between segment
revenue less segment expenses and less segment profit or loss) and a description of its composition, the title and position of the CODM,
and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding
how to allocate resources. The standard also permits disclosure of more than one measure of segment profit. ASU 2023-07 is effective for
fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. We are evaluating
the impact of adopting ASU 2023-07on our financial statements.
In December 2023, the FASB issued Accounting Standards Update 2023-09, Improvements
to Income Tax Disclosures (“ASU 2023-09”), which requires public entities on an annual basis to (1) disclose specific
categories in the rate reconciliation and (2) provide additional information for reconciling items that meet a quantitative threshold
(if the effect of those reconciling items is equal to or greater than 5 percent of the amount computed by multiplying pretax income or
loss by the applicable statutory income tax rate). ASU 2023-09 is effective for fiscal years beginning after December 15, 2025. We are
evaluating the impact of adopting ASU 2023-09 on our financial statements.
In March 2024, the SEC adopted the final rule
under SEC Release No. 33-11275, The Enhancement and Standardization of Climate Related Disclosures for Investors, which requires
registrants to disclose climate-related information in registration statements and annual reports. The new rules would be effective for
annual reporting periods beginning in fiscal year 2025. However, in April 2024, the SEC exercised its discretion to stay these rules
pending the completion of judicial review of certain consolidated petitions with the United States Court of Appeals for the Eighth Circuit
in connection with these rules. We are evaluating the impact the adoption of this rule, if any, on our financial statements.
Item 7A. Quantitative and Qualitative
Disclosures about Market Risks.
Disclosure
in response to this Item is not required for a smaller reporting company.
Item 8. Financial Statements and Supplementary
Data.
The financial statements required by this Item
8 are included in this Annual Report beginning on page F-1.
TABLE OF CONTENTS
Nightfood Holdings, Inc.
Consolidated Financial Statements
For the years ended June 30, 2024 and 2023
Report of Independent
Registered Public Accounting Firm
To the Board of Directors and Shareholders of NightFood
Holdings, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated
balance sheets of NightFood Holdings, Inc. (“the Company”) as of June 30, 2024 and 2023, and the related consolidated statements
of operations, changes in stockholders’ equity (deficit), and cash flows for each of the years in the two-year period ended June
30, 2024, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present
fairly, in all material respects, the financial position of the Company as of June 30, 2024 and 2023 and the results of its operations
and its cash flows for each of the years in the two-year period ended June 30, 2024, in conformity with accounting principles generally
accepted in the United States of America.
Going Concern
The accompanying financial statements have been
prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has
an accumulated deficit, limited available cash resources and does not believe cash on hand will be sufficient to fund operations and growth.
These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. Management’s
plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result
from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility
of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our
audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are
required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and
regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the
standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged
to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding
of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s
internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess
the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond
to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.
Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating
the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Emphasis of a Matter – Restatement of
Previously Issued Financial Statements
As discussed in Note 15 to the financial statements,
the Company has restated its previously issued financial statements for the year ended June 30, 2023, to correct a number of transactions
that were not previously recognized correctly. Our opinion on the financial statements as of June 30, 2023 and 2024 is not modified with
respect to this matter.
Critical Audit Matters
The critical audit matters communicated below
are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to
the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our
especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion
on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions
on the critical audit matters or on the accounts or disclosures to which they relate.
Business Combination – Refer to Note
3 to the financial statements.
Critical Audit Matter Description
As discussed in Note 3, in January 2024 the Company
entered into a share exchange agreement whereby the Company agreed to acquire Future Hospitality Ventures Holdings, Inc. (FHVH) through
a share exchange and FHVH became a wholly-owned subsidiary. We identified that the business combination as a critical audit matter because
these valuations require significant judgement of management’s determination of valuation methodology in accordance with generally
accepted accounting principles.
How the Critical Audit Matter Was Addressed
in the Audit
Our audit procedures related to evaluating the
business combination included the following, among others:
| ● | We obtained and reviewed underlying share exchange agreements and performed analysis to determine the
appropriateness of acquisition date fair value and disclosures in the financial statements. |
| | | |
| ● | We evaluated the relevance and reliability of management’s analysis and tested inputs related to
valuation of purchase consideration paid and net assets acquired, including assumptions within specialist reports. |
Fruci & Associates II, PLLC – PCAOB ID #05525
We have served as the Company’s auditor since 2024.
Spokane, Washington
December 27, 2024
Nightfood Holdings, Inc.
CONSOLIDATED BALANCE SHEETS
| | |
June 30, | | |
June 30, | |
| | |
2024 | | |
2023 | |
| ASSETS | |
| | |
| |
| | |
| | |
| |
| Current assets: | |
| | |
| |
| Cash and cash equivalents | |
$ | 148,294 | | |
$ | 53,349 | |
| Accounts receivable | |
| 22,337 | | |
| 29,335 | |
| Inventory | |
| 25,808 | | |
| - | |
| Other current assets | |
| 107,161 | | |
| 92,726 | |
| Total current assets | |
| 303,600 | | |
| 175,410 | |
| | |
| | | |
| | |
| Acquisition costs secured by promissory note | |
| 441,479 | | |
| - | |
| Indefinite lived intangible assets | |
| 897,542 | | |
| - | |
| Total assets | |
$ | 1,642,621 | | |
$ | 175,410 | |
| | |
| | | |
| | |
| LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | |
| | | |
| | |
| Current liabilities: | |
| | | |
| | |
| Accounts payable and accrued liabilities | |
$ | 1,059,251 | | |
$ | 594,430 | |
| Accounts payable and accrued liabilities - related party | |
| 295,510 | | |
| 101,876 | |
| Convertible notes payable - net of discounts | |
| 3,442,987 | | |
| 1,549,366 | |
| Total current liabilities | |
| 4,797,748 | | |
| 2,245,672 | |
| | |
| | | |
| | |
| Commitments and contingencies (Note 12) | |
| 278,200 | | |
| | |
| | |
| | | |
| | |
| Stockholders’ equity (deficit): | |
| | | |
| | |
| Series A Stock, $0.001 par value, 1,000,000 shares authorized 1,000 issued and outstanding as of June 30, 2024 and June 30, 2023, respectively | |
| 1 | | |
| 1 | |
| Series B Stock, $0.001 par value, 5,000 shares authorized 1,950 issued and outstanding as of June 30, 2024 and June 30, 2023, respectively | |
| 2 | | |
| 2 | |
| Series C Stock, $0.001 par value, 500,000 shares authorized 13,333 and 0 issued and outstanding as of June 30, 2024 and June 30, 2023, respectively | |
| 13 | | |
| - | |
| Series D Stock, $0.001 par value, 100,000 shares authorized 1,667 and 0 issued and outstanding as of June 30, 2024, and June 30, 2023, respectively | |
| 2 | | |
| - | |
| Common stock, $0.001 par value, 200,000,000 shares authorized 128,907,407 and 123,587,968 issued and outstanding as of June 30, 2024 and June 30, 2023, respectively | |
| 128,907 | | |
| 123,588 | |
| Additional paid in capital | |
| 35,064,148 | | |
| 33,112,935 | |
| Accumulated deficit | |
| (38,626,400 | ) | |
| (35,306,788 | ) |
| Total Stockholders’ Equity (Deficit) | |
| (3,433,327 | ) | |
| (2,070,262 | ) |
| Total Liabilities and Stockholders’ Equity (Deficit) | |
$ | 1,642,621 | | |
$ | 175,410 | |
The accompanying notes are an integral part of
these consolidated financial statements.
Nightfood Holdings, Inc.
CONSOLIDATED STATEMENTS OF
OPERATIONS
| | |
For Fiscal Years Ended
June 30, | |
| | |
2024 | | |
2023 | |
| | |
| | |
| |
| Revenues, net of slotting and promotion | |
$ | 89,272 | | |
$ | 133,406 | |
| | |
| | | |
| | |
| Operating expenses | |
| | | |
| | |
| Cost of product sold | |
| 107,395 | | |
| 277,843 | |
| Advertising and promotional | |
| 56,664 | | |
| 144,859 | |
| Selling, general and administrative expense | |
| 175,190 | | |
| 838,413 | |
| Professional fees | |
| 738,690 | | |
| 941,240 | |
| Total operating expenses | |
| 1,077,939 | | |
| 2,202,355 | |
| | |
| | | |
| | |
| Loss from operations | |
| (988,667 | ) | |
| (2,068,949 | ) |
| | |
| | | |
| | |
| Other income (expense) | |
| | | |
| | |
| Interest income | |
| 17,599 | | |
| - | |
| Interest expense - debt | |
| (432,154 | ) | |
| (172,769 | ) |
| Interest expense – financing cost | |
| (1,082,360 | ) | |
| (2,199,273 | ) |
| Amortization of debt discount | |
| (638,194 | ) | |
| (1,265,893 | ) |
| Gain (loss) on debt extinguishment | |
| (111,730 | ) | |
| (361,500 | ) |
| Total other income (expense) | |
| (2,246,839 | ) | |
| (3,999,435 | ) |
| | |
| | | |
| | |
| Net (Loss) | |
| (3,235,506 | ) | |
| (6,068,384 | ) |
| | |
| | | |
| | |
| Deemed dividend on Series B Preferred Stock | |
| 84,106 | | |
| 1,136,946 | |
| Net income (loss) attributable to common shareholders | |
| (3,319,612 | ) | |
| (7,205,330 | ) |
| | |
| | | |
| | |
| Basic and diluted net loss per common share | |
$ | (0.03 | ) | |
$ | (0.07 | ) |
| | |
| | | |
| | |
| Weighted average shares of capital outstanding – basic and diluted | |
| 126,540,836 | | |
| 103,889,833 | |
The accompanying notes are an integral part of
these consolidated financial statements.
Nightfood Holdings, Inc.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’
EQUITY (DEFICIT)
| | |
Common Stock | | |
Preferred Stock(*) | | |
Additional | | |
| | |
Total
Stockholders’ | |
| | |
Shares | | |
Par
Value | | |
Shares | | |
Par
Value | | |
Paid in
Capital | | |
Accumulated
Deficit | | |
Equity
(Deficit) | |
| Balance, June 30, 2022 | |
| 91,814,484 | | |
$ | 91,814 | | |
| - | | |
$ | 4 | | |
$ | 28,275,216 | | |
$ | (28,101,458 | ) | |
$ | 265,576 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Common stock issued for services | |
| 532,859 | | |
| 533 | | |
| | | |
| | | |
| 76,577 | | |
| | | |
| 77,110 | |
| Units issued under Regulation A Offering | |
| 1,871,800 | | |
| 1,872 | | |
| | | |
| | | |
| 227,857 | | |
| | | |
| 229,729 | |
| Common stock from conversion | |
| 6,550,000 | | |
| 6,550 | | |
| | | |
| (1 | ) | |
| (6,549 | ) | |
| | | |
| - | |
| Common stock issued as financing cost | |
| 2,469,697 | | |
| 2,470 | | |
| | | |
| | | |
| 102,045 | | |
| | | |
| 104,515 | |
| Warrants exercise | |
| 12,299,128 | | |
| 12,299 | | |
| | | |
| | | |
| 263,767 | | |
| | | |
| 276,066 | |
| Common stock issued under Forbearance and Exchange Agreement | |
| 3,800,000 | | |
| 3,800 | | |
| | | |
| | | |
| 338,200 | | |
| | | |
| 342,000 | |
| Warrants exchange to common stock | |
| 2,750,000 | | |
| 2,750 | | |
| | | |
| | | |
| (2,750 | ) | |
| | | |
| - | |
| Common stock issued under notice of conversion | |
| 1,500,000 | | |
| 1,500 | | |
| | | |
| | | |
| 90,000 | | |
| | | |
| 91,500 | |
| Issuance of warrants | |
| | | |
| | | |
| | | |
| | | |
| 62,850 | | |
| | | |
| 62,850 | |
| Warrants issued associated with Promissory Notes | |
| | | |
| | | |
| | | |
| | | |
| 603,689 | | |
| | | |
| 603,689 | |
| Warrants issued as financing cost | |
| | | |
| | | |
| | | |
| | | |
| 1,823,450 | | |
| | | |
| 1,823,450 | |
| Warrants dilutive adjustment as consulting fees | |
| | | |
| | | |
| | | |
| | | |
| 185,669 | | |
| | | |
| 185,669 | |
| Warrants dilutive adjustment as consulting fees | |
| | | |
| | | |
| | | |
| | | |
| (64,032 | ) | |
| | | |
| (64,032 | ) |
| Deemed dividends associated with warrants related dilutive adjustments | |
| | | |
| | | |
| | | |
| | | |
| 1,136,946 | | |
| (1,136,946 | ) | |
| - | |
| Net loss | |
| | | |
| | | |
| | | |
| | | |
| | | |
| (6,068,384 | ) | |
| (6,068,384 | ) |
| Balance, June 30, 2023 | |
| 123,587,968 | | |
| 123,588 | | |
| - | | |
| 3 | | |
| 33,112,935 | | |
| (35,306,788 | ) | |
| (2,070,262 | ) |
| Common stock issued under notice of conversion | |
| 1,000,000 | | |
| 1,000 | | |
| | | |
| | | |
| 15,400 | | |
| | | |
| 16,400 | |
| Common stock issued for services | |
| 300,000 | | |
| 300 | | |
| | | |
| | | |
| 7,500 | | |
| | | |
| 7,800 | |
| Common stock issued as financing cost | |
| 3,333,333 | | |
| 3,333 | | |
| | | |
| | | |
| 46,667 | | |
| | | |
| 50,000 | |
| Warrants issued as consulting fee | |
| | | |
| | | |
| | | |
| | | |
| 84,230 | | |
| | | |
| 84,230 | |
| Warrants issued as financing cost | |
| | | |
| | | |
| | | |
| | | |
| 721,470 | | |
| | | |
| 721,470 | |
| Warrants issued associated with Promissory Notes | |
| | | |
| | | |
| | | |
| | | |
| 9,878 | | |
| | | |
| 9,878 | |
| Warrants exercise, cashless | |
| 686,106 | | |
| 686 | | |
| | | |
| | | |
| (686 | ) | |
| | | |
| - | |
| Shares issued for acquisition | |
| | | |
| | | |
| | | |
| 13 | | |
| 868,695 | | |
| | | |
| 868,695 | |
| Shares issued for amended convertible note | |
| | | |
| | | |
| | | |
| 2 | | |
| 113,953 | | |
| | | |
| 113,955 | |
| Deemed dividends associated with warrants related dilutive adjustments | |
| | | |
| | | |
| | | |
| | | |
| 84,106 | | |
| (84,106 | ) | |
| - | |
| Net loss | |
| | | |
| | | |
| | | |
| | | |
| | | |
| (3,235,506 | ) | |
| (3,235,506 | ) |
| Balance, June 30, 2024 | |
| 128,907,407 | | |
$ | 128,907 | | |
| - | | |
$ | 18 | | |
$ | 35,064,148 | | |
$ | (38,626,400 | ) | |
$ | (3,433,327 | ) |
| | |
Preferred Stock A | | |
Preferred Stock B | | |
Preferred Stock C | | |
Preferred Stock D | | |
Preferred Stock | |
| | |
Shares | | |
Par Value | | |
Shares | | |
Par Value | | |
Shares | | |
Par Value | | |
Shares | | |
Par Value | | |
Par Value | |
| Balance, June 30, 2022 | |
| 1,000 | | |
$ | 1 | | |
| 3,260 | | |
$ | 3 | | |
| - | | |
| - | | |
| - | | |
| - | | |
$ | 4 | |
| Common stock from conversion | |
| | | |
| | | |
| (1,310 | ) | |
| (1 | ) | |
| | | |
| | | |
| | | |
| | | |
| (1 | ) |
| Balance, June 30, 2023 | |
| 1,000 | | |
| 1 | | |
| 1,950 | | |
| 2 | | |
| | | |
| | | |
| | | |
| | | |
| 3 | |
| Shares issued for acquisition | |
| | | |
| | | |
| | | |
| | | |
| 13,333 | | |
| 13 | | |
| | | |
| | | |
| 13 | |
| Shares issued for amended convertible note | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 1,667 | | |
| 2 | | |
| 2 | |
| Balance, June 30, 2024 | |
| 1,000 | | |
| 1 | | |
| 1,950 | | |
| 2 | | |
| 13,333 | | |
| 13 | | |
| 1,667 | | |
| 2 | | |
| 18 | |
The accompanying notes are an integral part of
these consolidated financial statements.
Nightfood Holdings, Inc.
CONSOLIDATED STATEMENTS OF CASH FLOWS
| | |
For Fiscal Years Ended
June 30, | |
| | |
2024 | | |
2023 | |
| CASH FLOWS FROM OPERATING ACTIVITIES: | |
| | |
| |
| Net loss | |
$ | (3,235,506 | ) | |
$ | (6,068,384 | ) |
| Adjustments to reconcile net loss to net cash used in operations activities: | |
| | | |
| | |
| Non-cash financing cost under contingent liability | |
| 278,200 | | |
| - | |
| Non-cash financing cost under NFN | |
| - | | |
| 57,647 | |
| Non-cash interest expense | |
| - | | |
| 92,787 | |
| Interest income under acquisition note | |
| (17,599 | ) | |
| - | |
| Warrants issued for services | |
| 84,230 | | |
| 62,850 | |
| Stock issued for services | |
| 7,800 | | |
| 77,110 | |
| Stock issued for financing costs | |
| 50,000 | | |
| 104,515 | |
| Amortization of debt discount | |
| 638,194 | | |
| 1,265,893 | |
| Loss on extinguishment of convertible note | |
| 111,730 | | |
| 361,500 | |
| Warrants and returnable warrants issued for financing costs | |
| 721,470 | | |
| 1,823,450 | |
| Financing cost due to conversion price adjustments | |
| - | | |
| (64,033 | ) |
| Consulting fees incurred due to debt conversion price adjustments | |
| - | | |
| 185,669 | |
| Impairment of inventory | |
| 4,803 | | |
| 416,701 | |
| Bad debt | |
| 2,054 | | |
| - | |
| Change in operating assets and liabilities | |
| | | |
| | |
| Change in accounts receivable | |
| 4,943 | | |
| 53,928 | |
| Change in inventory | |
| (14,446 | ) | |
| (84,002 | ) |
| Change in other current assets | |
| (45,804 | ) | |
| 42,070 | |
| Change in accounts payable | |
| 546,641 | | |
| 403,428 | |
| Change in relate party payable | |
| 153,300 | | |
| 64,876 | |
| Net cash used in operating activities | |
| (709,990 | ) | |
| (1,203,995 | ) |
| | |
| | | |
| | |
| CASH FLOWS FROM INVESTING ACTIVITIES: | |
| | | |
| | |
| Cash advanced to Future Hospitality Ventures Holdings Inc. before business combination | |
| (149,990 | ) | |
| - | |
| Acquisition costs secured by promissory notes | |
| (297,880 | ) | |
| - | |
| Net cash used by investing activities | |
| (447,870 | ) | |
| - | |
| | |
| | | |
| | |
| CASH FLOWS FROM FINANCING ACTIVITIES: | |
| | | |
| | |
| Proceeds from issuance of units under Reg A | |
| - | | |
| 229,729 | |
| Proceeds from exercise of warrants | |
| - | | |
| 276,066 | |
| Proceeds from related party | |
| - | | |
| 40,000 | |
| Proceeds from the issuance of debt, net | |
| 1,252,805 | | |
| 1,805,800 | |
| Repayment to convertible notes | |
| - | | |
| (1,375,128 | ) |
| Net cash provided by financing activities | |
| 1,252,805 | | |
| 976,467 | |
| | |
| | | |
| | |
| NET (DECREASE) IN CASH AND CASH EQUIVALENTS | |
| 94,945 | | |
| (227,528 | ) |
| | |
| | | |
| | |
| Cash and cash equivalents, beginning of period | |
| 53,349 | | |
| 280,877 | |
| Cash and cash equivalents, end of period | |
$ | 148,294 | | |
$ | 53,349 | |
| | |
| | | |
| | |
| Supplemental Disclosure of Cash Flow Information: | |
| | | |
| | |
| Cash Paid For: | |
| | | |
| | |
| Interest | |
$ | - | | |
$ | 39,452 | |
| Income taxes | |
$ | - | | |
$ | - | |
| Summary of Non-Cash Investing and Financing Information: | |
| | | |
| | |
| Warrants and returnable warrants issued for financing cost | |
$ | 721,470 | | |
$ | - | |
| Stock issued for financing costs | |
$ | 50,000 | | |
$ | - | |
| Common stock issued for preferred stock conversions | |
$ | 686 | | |
$ | 6,550 | |
| Deemed dividend associated with preferred B stock and dilutive warrant adjustments | |
$ | 69,181 | | |
$ | 1,136,946 | |
| Debt and warrant discounts related to convertible notes | |
$ | 171,711 | | |
$ | 864,713 | |
| Preferred stock C issued per acquisition | |
$ | 868,708 | | |
$ | - | |
| Preferred stock D issued under convertible note amended | |
$ | 113,955 | | |
$ | - | |
| Principal increased under convertible note amended | |
$ | 12,500 | | |
$ | - | |
| Granted interest increased under convertible note amended | |
$ | 1,875 | | |
$ | - | |
| Acquisition cost under Promissory note acquired under business acquisition | |
$ | 126,000 | | |
$ | - | |
| Principal increased as financing cost | |
$ | - | | |
$ | 57,647 | |
| Common stock issued to settle principal | |
$ | - | | |
$ | 16,088 | |
| Common stock issued to settle interest payable | |
$ | 31,250 | | |
$ | 33,907 | |
| Common stock issued for transfer agent fee | |
$ | 1,750 | | |
$ | - | |
The accompanying notes are an integral part of
these consolidated financial statements.
Nightfood Holdings, Inc.
NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS
1. Description of Business and Going Concern
Nightfood Holdings, Inc. is a Nevada corporation
incorporated on -October 16, 2013, to acquire all of the issued and outstanding shares of Nightfood, Inc., a New York corporation from
its sole shareholder, Sean Folkson. We are also the sole shareholder of MJ Munchies, Inc., currently revoked in the State of Nevada, which
owns certain intellectual property, but does not have any operations as of the period covered by these financial statements.
On February 2, 2024, the Company closed the acquisition
of Future Hospitality Ventures Holdings Inc. (“FHVH” or “Future Hospitality”), a Nevada corporation and a new
entrant in the Robots-as-a-Service (RaaS) space from Mr. Lei Sonny Wang, who concurrently became the Chief Executive Officer of Nightfood
and a member of the Company’s board of directors. Under the leadership of Mr. Wang, as of the time of this filing, Future Hospitality
has secured distribution agreements with Next Robot, Inc. (formally Botin Innovations, Inc.) and one other U.S.-based global manufacturer
which has not yet been named publicly and is in the process of negotiating and exploring additional supplier relationships.
Our corporate address is 520 White Plains Road – Suite 500, Tarrytown,
New York 10591 and our telephone number is 866-291-7778. We maintain web sites at www.nightfoodholdings.com, www.nightfood.com, www.RoboOp365.com,
along with several additional web properties. Any information that may appear on those web sites should not be deemed to be a part of
this report.
The Company’s fiscal year end is June 30.
Going Concern
| |
● |
The Company’s financial statements are prepared using generally accepted accounting principles, which contemplate the realization of assets and liquidation of liabilities in the normal course of business. No certainty of continuation can be stated. |
| | ● | The accompanying consolidated financial statements have been prepared
assuming the Company will continue as a going concern. For the fiscal year ended June 30, 2024, the Company had an operating and net loss
of $3,235,506, cash flow used in operations of $709,990 and an accumulated deficit of $38,626,400. |
| |
● |
The Company has limited available cash resources and we do not believe our cash on hand will be sufficient to fund our operations and growth throughout fiscal year 2025 or adequate to satisfy our immediate or ongoing working capital needs. We are currently in default with respect to the terms of several of our convertible notes payable. |
| | | The Company is continuing to seek to raise capital through the sales of its common stock, preferred stock and/or convertible notes, as well as potentially the exercise of outstanding warrants, to finance the Company’s operations, of which it can give no assurance of success. Management has devoted a significant amount of time to the raising of capital from additional debt and equity financing. However, the Company’s ability to continue as a going concern is dependent upon raising additional funds through debt and equity financing and generating revenue. Additionally, management is investing in the acquisition of additional revenue generating assets through the issuance of debt and/or equity to further assist the Company’s growth initiatives. As of June 30, 2024 we have advanced proceeds totaling $448,000 to potential targets, which are under negotiation for acquisition as soon as practicable subsequent to June 30, 2024. |
| |
● |
Because the Company has limited sales, no certainty of continuation can be stated. The Company’s ability to continue as a going concern is dependent upon raising additional funds through debt and equity financing and generating revenue. In addition, the Company will receive the proceeds from its outstanding warrants as, if and when such warrants are exercised for cash. There are no assurances the Company will receive the necessary funding or generate revenue necessary to fund operations. |
| |
● |
Even if the Company is successful in raising additional funds, the Company cannot give any assurance that it will, in the future, be able to achieve a level of profitability from the sale of the products and services of its subsidiaries to sustain operations. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments to reflect the possible future effects on recoverability and reclassification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty. |
2. Summary of Significant Accounting Policies
Management is responsible for the fair presentation
of the Company’s financial statements, prepared in accordance with U.S. generally accepted accounting principles (GAAP).
Use of Estimates
| |
● |
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Estimates are used in the determination of depreciation and amortization, the valuation for non-cash issuances of common stock, and the website, income taxes and contingencies, valuing convertible preferred stock for a “beneficial conversion feature” (“BCF”) and warrants among others. |
Cash and Cash Equivalents
| | ● | The Company classifies as cash and cash equivalents amounts on deposit in the banks and cash temporarily in various instruments with original maturities of three months or less at the time of purchase. The Company places its cash and cash equivalents on deposit with financial institutions in the United States. The Federal Deposit Insurance Corporation (“FDIC”) covers $250,000 for substantially all depository accounts. The Company from time to time may have amounts on deposit in excess of the insured limits. |
Business Combinations
| |
● |
The Company accounts for business combinations using the purchase method of accounting. The purchase method requires the Company to determine the fair value of all acquired assets, including identifiable intangible assets and all assumed liabilities. The total cost of acquisitions is allocated to the underlying identifiable net assets, based on their respective estimated fair values. Determining the fair value of assets acquired and liabilities assumed requires management’s judgment and the utilization of independent valuation experts, and often involves the use of significant estimates and assumptions, including assumptions with respect to future cash inflows and outflows, discount rates and asset lives, among other items. |
Goodwill and Intangibles
| |
● |
Goodwill represents the excess of the purchase price over the fair market value of the net assets (including intangibles) acquired on February 2, 2024 respectively and includes the value of indefinite lived intangible assets resulting from noncontractual customer relationships. The Company has implemented the Business Combinations Topic of the Financial Accounting Standards Board Accounting Standards Codification (“ASC”) 350, Intangibles - Goodwill and Other. Goodwill is deemed to have an indefinite life. Goodwill and indefinite life intangible assets are not amortized but are subject to, at a minimum, annual impairment tests. The Company expenses costs to maintain or extend intangible assets as incurred. |
The Company reviews intangible assets for impairment
when events or changes in circumstances indicate the carrying amount may not be recoverable. We measure the recoverability of these assets
by comparing the carrying amounts to the future undiscounted cash flows that the assets are expected to generate. If the carrying value
of the assets are not recoverable, the impairment recognized is measured as the amount by which the carrying value of the asset exceeds
its fair value. There were no impairments for the periods presented.
The Company tests goodwill for impairment at least
annually, or more frequently if events or changes in circumstances indicate that the asset may be impaired. There were no goodwill impairments
for the periods presented.
Long-Lived Assets
| |
● |
The Company evaluates the recoverability of its long-lived assets for impairment, other than goodwill, whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to undiscounted future net cash flows expected to be generated by the assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Fair value estimates are based on assumptions concerning the amount and timing of estimated future cash flows. The Company had no long-lived asset impairments as of June 30, 2024 and June 30, 2023. |
Inventories
| | ● | Inventories consisting of packaged food items and supplies are stated at the lower of cost (FIFO) or net realizable value, including provisions for spoilage commensurate with known or estimated exposures which are recorded as a loss on write down of inventory during the period spoilage is incurred as a part of selling, general and administrative expenses. The Company has no minimum purchase commitments with its vendors. During the fiscal year ended June 30, 2024 and 2023 the Company wrote down inventory balances by $4,803 and $416,701, as a result of damage, loss, spoilage, and obsolescence. Expenses related to inventory impairments are included in Selling, General and Administrative expenses on the Company’s statements of profit and loss. |
Advertising Costs
| | ● | Advertising costs are expensed when incurred and are included in advertising and promotional expense in the accompanying statements of operations. Although not traditionally thought of by many as “advertising costs”, the Company includes expenses related to graphic design work, package design, website design, domain names, and product samples in the category of “advertising costs”. The Company recorded advertising costs of $56,664 and $144,859 for the fiscal years ended June 30, 2024 and 2023, respectively. |
Income Taxes
| |
● |
The Company has not generated any taxable income, and, therefore, no provision for income taxes has been provided. Deferred income taxes are reported for timing differences between items of income or expense reported in the financial statements and those reported for income tax purposes in accordance with FASB Topic 740, “Accounting for Income Taxes”, which requires the use of the asset/liability method of accounting for income taxes. Deferred income taxes and tax benefits are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and for tax loss and credit carry-forwards. 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 be recovered or settled. The Company provides for deferred taxes for the estimated future tax effects attributable to temporary differences and carry-forwards when realization is more likely than not. |
| |
● |
A valuation allowance has been recorded to fully offset the deferred tax asset even though the Company believes it is more likely than not that the assets will be utilized |
| |
● |
The Company’s effective tax rate differs from the statutory rates associated with taxing jurisdictions because of permanent and temporary timing differences as well as a valuation allowance. |
Revenue Recognition
The Company accounts for revenue in accordance
with Accounting Standards Updated ASU 2014-09 Revenue from Contracts with Customers and all subsequent amendments to the ASU (collectively,
“ASC 606”). The Company recognizes revenue in accordance with ASC 606, the core principle of which is that an entity should
recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which
the entity expects to be entitled to receive in exchange for those goods or services. To achieve this core principle, five basic criteria
must be met before revenue can be recognized: (1) identify the contract with a customer; (2) identify the performance obligations in the
contract; (3) determine the transaction price; (4) allocate the transaction price to performance obligations in the contract; and (5)
recognize revenue when or as the Company satisfies a performance obligation.
Through the fiscal years ended June 30, 2024,
and 2023, the Company generated revenues from sales generated in operating subsidiary Nightfood, Inc. and the sale of ice-cream and cookie
products to customers and distributors using (i) Nightfood.com on the Shopify eCommerce platform (Direct to Consumer); and (ii) third
party distributors. Sales focus in the most recent quarter ended June 30, 2024, has shifted entirely to direct-to-consumer as the Company
is focused on its newly developed cookie products. Wholesale ice-cream production and sales have been discontinued and might resume if
and when direct-to-consumer scale is achieved. The Subsidiary considers its performance obligations satisfied upon shipment of the purchased
products to the customer with respect to sales processed by third party fulfilment centers and retail locations, and delivery of the product
for sales made to distributors or direct to end user via eCommerce portals. The Subsidiary has made a policy election to treat shipping
and handling as costs to fulfill the contract, and as a result, any fees received from customers are included in the transaction price
allocated to the performance obligation of providing goods with a corresponding amount accrued within cost of sales for amounts paid to
applicable carriers. Due to the nature of Nightfood’s products, the company does not accept returns of its snacks. Refunds to consumers
are issued under certain circumstances, but product returns are not typically accepted.
During the year ended June 30, 2024, the Company
did not earn any revenue associated with its operations in the Robots-as-a-Service (RaaS) space.
Disaggregated Revenues
The Company is currently earning revenues from
a single product line with sales of its cookie products through subsidiary Nightfood, Inc. and therefore has not presented disaggregated
revenues.
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentrations
of credit risk consist principally of cash deposits at financial institutions. At various times during the year, the Company may exceed
the federally insured limits. To mitigate this risk, the Company places its cash deposits only with high credit quality institutions.
Management believes the risk of loss is minimal. At June 30, 2024 and June 30, 2023, the Company did not have any uninsured cash deposits.
Deemed Dividend – Series B Preferred Stock Warrants:
Each share of the Company’s Series B Preferred
Stock, par value $0.001 per share (the “B Preferred” or “B Preferred Stock”) has a liquidation preference
of $1,000 and has no voting rights except as to matters pertaining to the rights and privileges of the B Preferred. Each share
of B Preferred is convertible at the option of the holder thereof into (i) 5,000 shares of the Registrant’s common stock (one
share for each $0.20 of liquidation preference) (the “Conversion Shares”) and (ii) 5,000 common stock purchase warrants, expiring
April 16, 2026 (the “Warrants”). The Warrants carried an initial exercise price of $0.30 per share. Subsequent financing events
and debt extinguishment resulted in adjustments to the exercise price of all warrants created from conversion of B Preferred from $0.30
per share to approximately $0.10416 per share through June 30, 2024. The exercise price of these warrants can continue to adjust
as the result of subsequent financing events and stock transactions. These adjustments can result in an exercise price that is either
higher, or lower, than the price as of June 30, 2024.
The value of the deemed dividend was approximately
$4.4 million as of June 30, 2022. During the year ended June 30, 2023 the Company recorded an additional deemed dividend of
approximately $1.1 million in relation to the B Preferred stock and downward price adjustments to certain warrants. During the fiscal
year ended June 30, 2024 the Company recorded a further deemed dividend of approximately $84,106 in relation to the B Preferred stock
and downward price adjustments to certain warrants.
Debt Issue Costs
| |
● |
The Company may pay debt issue costs in connection with raising funds through the issuance of debt whether convertible or not or with other consideration. These costs are recorded as debt discounts and are amortized over the life of the debt to the statement of operations. |
Equity Issuance Costs
| |
● |
The Company accounts for costs related to the issuance of equity as a charge to Paid in Capital and records the equity transaction net of issuance costs. |
Original Issue Discount
| |
● |
If debt is issued with an original issue discount, the original issue discount is recorded to debt discount, reducing the face amount of the note and is amortized over the life of the debt to the statement of operations as interest expense. If a conversion of the underlying debt occurs, a proportionate share of the unamortized amounts is immediately expensed. |
Stock Settled Debt
| |
● |
In certain instances, the Company will issue convertible notes which contain a provision in which the price of the conversion feature is priced at a fixed discount to the trading price of the Company’s common shares as traded in the over-the-counter market. In these instances, the Company records a liability, in addition to the principal amount of the convertible note, as stock-settled debt for the fixed value transferred to the convertible note holder from the fixed discount conversion feature. |
Stock-Based Compensation
| |
● |
The Company accounts for share-based awards issued to employees in accordance with FASB ASC 718. Accordingly, employee share-based payment compensation is measured at the grant date, based on the fair value of the award, and is recognized as an expense over the requisite service period. Additionally, share-based awards to non-employees are expensed over the period in which the related services are rendered at their fair value. The Company applies ASC 718, “Equity Based Payments to Non-Employees”, with respect to options and warrants issued to non-employees. |
Customer Concentration
| | ● | During fiscal 2024 our customers consist primarily of individual product purchases via our website or via third party reseller sites such as Tik Tok. In fiscal 2023 our customers consisted primarily of distributors that sell snack products to hotels and supermarkets. In the year ended June 30, 2023, we had one customer that accounted for 42% of our Gross Sales. One other customer accounted for 29% and two others each accounted for between 7% and 10%. In the fiscal year ended June 30, 2024, we had no customer which accounted for more than 10% of gross sales. |
Vendor Concentration
| | ● | During the year ended June 30, 2024, one vendor accounted for approximately 70% of our cost of goods sold. During the year ended June 30, 2023, three vendors accounted for approximately 72% of our costs of goods sold. |
Receivables Concentration
| ● | As of June 30, 2024, the Company had receivables due from nine customers. One accounted for 62% of the total balance, and three of the others each accounted for between 15% and 17% of the outstanding balance. As of June 30, 2023, the Company had receivables due from nine customers, one of whom accounted for over 56% of the outstanding balance. Three of the others each accounted for between 10% and 14% of the outstanding balance. |
Fair Value of Financial Instruments
| |
● |
Cash and Equivalents, Receivables, Other Current Assets, Short-Term Debt, Accounts Payable, Accrued and Other Current Liabilities. |
| |
● |
The carrying amounts of these items approximated fair value. |
| |
● |
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. To increase the comparability of fair value measures, Financial Accounting Standards Board ASC Topic 820-10-35 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurements). |
| Level 1 — |
Valuations based on quoted prices for identical assets and liabilities in active markets. |
| Level 2 — |
Valuations based on observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data. |
| Level 3 — |
Valuations based on unobservable inputs reflecting our own assumptions, consistent with reasonably available assumptions made by other market participants. These valuations require significant judgment. |
At June 30, 2024 and June 30, 2023, the Company had no outstanding
derivative liabilities.
Income/Loss Per Share
| |
● |
In accordance with ASC Topic 260 – Earnings Per Share, the basic loss per common share is computed by dividing net loss available to common stockholders by the weighted average number of common stock outstanding. Diluted loss per common share is computed similar to basic loss per common share except that the denominator is increased to include the number of additional shares of common stock that would have been outstanding if the potential common stock had been issued and if the additional shares of common stock were dilutive. Potential common stock consists of the incremental common stock issuable upon convertible notes, stock options and warrants, and classes of shares with conversion features. The computation of basic loss per share for the fiscal years ended June 30, 2024 and 2023 excludes potentially dilutive securities because their inclusion would be antidilutive. As a result, the computations of net loss per share for each period presented is the same for both basic and fully diluted losses per share. |
| Restatement of Previously Issued Financial Statements |
Our Consolidated Balance
Sheet as of June 30, 2023 and our Consolidated Statements of Operations, Consolidated Statements of Shareholders’ Equity (Deficit)
and our Consolidated Statements of Cash Flows for the fiscal year ended June 30, 2023 has been restated for errors made with regard to
inventory impairment, allowance for doubtful accounts, cash balances, accounts payable and accrued liabilities, interest expense with
respect to certain default provisions in promissory notes past maturity and certain other accounts including costs of goods sold, professional
fees and advertising and promotional expenses. Refer to Note 15 herein.
Reclassification
| |
● |
The Company may occasionally make certain reclassifications to prior period amounts to conform with
the current year’s presentation. Such reclassifications would not have a material effect on its consolidated statement of
financial position, results of operations or cash flows. |
Recent Accounting Pronouncements
| |
● |
In November 2023, the FASB issued Accounting Standards Update 2023-07, Segment Reporting—Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which requires incremental disclosures related to a public entity’s reportable segments. Required disclosures include, on an annual and interim basis, significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss, an amount for other segment items (which is the difference between segment revenue less segment expenses and less segment profit or loss) and a description of its composition, the title and position of the CODM, and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. The standard also permits disclosure of more than one measure of segment profit. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. We are evaluating the impact of adopting ASU 2023-07on our financial statements. |
| |
● |
In December 2023, the FASB issued Accounting Standards Update 2023-09, Improvements to Income Tax Disclosures (“ASU 2023-09”), which requires public entities on an annual basis to (1) disclose specific categories in the rate reconciliation and (2) provide additional information for reconciling items that meet a quantitative threshold (if the effect of those reconciling items is equal to or greater than 5 percent of the amount computed by multiplying pretax income or loss by the applicable statutory income tax rate). ASU 2023-09 is effective for fiscal years beginning after December 15, 2025. We are evaluating the impact of adopting ASU 2023-09 on our financial statements. |
| |
● |
In March 2024, the SEC adopted the final rule under SEC Release No. 33-11275, The Enhancement and Standardization of Climate Related Disclosures for Investors, which requires registrants to disclose climate-related information in registration statements and annual reports. The new rules would be effective for annual reporting periods beginning in fiscal year 2025. However, in April 2024, the SEC exercised its discretion to stay these rules pending the completion of judicial review of certain consolidated petitions with the United States Court of Appeals for the Eighth Circuit in connection with these rules. We are evaluating the impact the adoption of this rule, if any, on our financial statements. |
3. Business Combination
Acquisition of Future Hospitality Ventures Holdings Inc.
On January 22, 2024, the Company, Future Hospitality
Ventures Holdings Inc., a Nevada corporation, Sean Folkson as the holder of all issued and outstanding Series A Preferred Stock of NGTF
(the “NGTF Series A Shareholder”) and Lei Sonny Wang, the sole shareholder of FHVH (the “FHVH Shareholder”) entered
into a share exchange agreement (the “Exchange Agreement”) whereby NGTF agreed to acquire FHVH through a share exchange (the
“Exchange”) whereby FHVH became a wholly-owned subsidiary of NGTF.
Pursuant to the Exchange Agreement, the FHVH Shareholder
exchanged all 1,000 shares of common stock, $0.001 par value per share, of FHVH (the “FHVH Common Stock”) owned
by him to NGTF for: (i) all 1,000 issued and outstanding shares of NGTF’s Series Super Voting A Preferred Stock held by
the NGTF Series A Shareholder, and (ii) an aggregate of 13,333 newly issued shares of NGTF’s Series C Convertible Preferred
Stock, each of which shall convert into 6,000 shares of common stock at $0.025 per share (the “Series C Preferred
Stock”, and together with the Series A Super Voting Preferred Stock, the “NGTF Exchange Shares”). In addition, the conversion
terms of the Super Voting A Preferred Stock were concurrently amended by replacing Section 1 to alter the voting structure of the Series
A Preferred Stock. Pursuant to the Amended Series A Certificate of Designation, the shares of Series A Preferred Stock will have a number
of votes equal to (i) the number of votes then held or entitled to be made by all other equity securities of NGTF plus (ii) one (1).
The Exchange Agreement was subject to certain
closing conditions and contained customary representations, warranties and covenants. The consummation of the Exchange was conditioned
upon, among other things: Sean Folkson resigning as the Chief Executive Officer of NGTF, continuing to serve as the President of Nightfood,
Inc. through December 31, 2024, which may be extended, and continuing to serve as a director of NGTF through, at a minimum, the company’s
first twelve (12) months on the NASDAQ Capital Market should a successful uplisting occur; and the appointment of Lei Sonny Wang as a
director and Chief Executive Officer of NGTF. The parties at the time of the transaction were considered arm’s length and the exchange
agreement was valued at fair market value at the time of the transaction.
The aforementioned agreements closed on February 2, 2024 (“Valuation
Date”).
The following is a summary of the estimated fair
values of acquisition costs at the date of issuance:
| Consideration Paid – Fair Value | |
| | |
| |
| Stock issued: | |
| | |
| |
| Number of Series C Preferred Stock: | |
| 13,333 | | |
| | |
| Fair value of Series A Preferred Stock | |
| | | |
$ | - | |
| Fair value of Series C Preferred Stock | |
| | | |
| 868,708 | |
| Total consideration | |
| | | |
$ | 868,708 | |
The fair value of the Series C Preferred shares issued was determined
as of the Valuation Date using the Market Approach to arrive at an indication of market value by using quoted market prices of the common
shares. The valuation utilized the Company stock price and the historical volatility of the Company. The Series C Preferred shares’
fair value is based on the conversion value adjusted for the restriction period (6 months) and lack of marketability using a Finnerty
Put analysis and was determined to be $0.0153 per share.
The following is a summary of the estimated fair values of the assets
acquired and liabilities assumed and additional information regarding the intangible assets acquired as of February 2, 2024:
| Tangible assets acquired: | |
| |
| Cash | |
$ | 111,863 | |
| Other current assets | |
| 126,000 | |
| Accounts payable | |
| (4,845 | ) |
| Other current liabilities | |
| (261,852 | ) |
| Total assets acquired and liability assumed | |
| (28,834 | ) |
| Indefinite-lived intangible assets (noncontractual customer relationships) | |
| 868,708 | |
| | |
| | |
| Total Net asset acquired | |
$ | 897,542 | |
As of June 30, 2024, no impairment of the Company’s goodwill
was required. The purchase accounting for the acquisition remains incomplete as management continues to gather and evaluate information
about circumstances that existed as of the acquisition date. Measurement period adjustments will be recognized prospectively. The measurement
period is not to exceed 12 months from the respective dates of acquisition.
4. Accounts Receivable and Allowance for Credit
Losses
Accounts receivable are recorded at the invoiced
amount and do not bear interest. The Company’s accounts receivable consists entirely of invoices issued with respect to the sale
of the Company’s snack goods. The Company applies the guidance of ASU 2016-13, Financial Instruments - Credit Losses: Measurement
of Credit Losses on Financial Instruments (Topic 326) (“CECL”). At each reporting period the Company gathers information about
its current bad debt reserve and write-off practices and loss methodology, in-scope assets, historical credit losses, and expected changes
to business practices under CECL. Accounts receivables are stated at estimated net realizable value from the sale of products to customers.
During fiscal 2024 a shift in product sales and customer type occurred when the Company changed its product focus from sales of ice cream
products to established customers to sales of snack cookies to individual customers online. Commercial customers comprising the Company’s
sales in fiscal 2023 typically were customers contracting with the Company on short-term projects with larger credit limits and overall,
larger project sizes, resulting in limited potential for write-offs of receivable balances. The Company’s sales in fiscal 2024 were
comprised predominantly of sales to individual customers who pay in advance for snack items.
The Company reviewed methods provided by the guidance
and determined to use the loss-rate method in the CECL analysis for trade receivables. This loss-rate method was selected as there is
reliable historical information available at each fiscal year end, and this historical information was determined to be representative
of the Company’s current customers and billing practices. Defaults of accounts receivable have remained immaterial in each of fiscal
2024 and 2023 and therefore the Company has not recorded an allowance for credit losses. The Company wrote off $2,054 and $4,061 as uncollectible
customer balances at June 30, 2024 and 2023, respectively.
5. Inventories
| | ● | Inventory consists of the following at June 30, 2024 and June 30, 2023: |
| | |
June 30,
2024 | | |
June 30,
2023 | |
| Inventory: Finished Goods | |
$ | 800 | | |
$ | - | |
| Inventory: Ingredients | |
| 11,199 | | |
| - | |
| Inventory: Packaging | |
| 13,809 | | |
| - | |
| Total Inventory | |
$ | 25,808 | | |
$ | - | |
Inventories are stated at the lower of cost or
net realizable value. The Company periodically reviews the value of items in inventory and provides write-downs or write-offs of inventory
based on its assessment of market conditions and the products’ relative shelf life. Write-downs and write-offs are charged to loss
on inventory write down. During the fiscal years ended June 30, 2024 and 2023 the Company wrote down inventory balances totaling $4,803
and $416,701, respectively, as a result of inventory damage, obsolescence and spoilage. Inventory was fully impaired as of June 30,
2023.
6. Other current assets
Other current assets consist of the following at June 30, 2024 and
June 30, 2023.
| | |
June 30,
2024 | | |
June 30,
2023 | |
| Other Current Assets | |
| | |
| |
| Prepaid interest expenses | |
$ | 1,206 | | |
$ | - | |
| Prepaid Professional fees | |
| 72,500 | | |
| - | |
| Other prepaid expenses | |
| 4,059 | | |
| - | |
| Deposits with vendors | |
| 29,396 | | |
| 92,726 | |
| TOTAL | |
$ | 107,161 | | |
$ | 92,726 | |
7. Acquisition Costs Secured with Line
of Credit Agreements
During the fiscal year ended June 30, 2024 the
Company’s subsidiary FHVH (the “Lender”) provided operating advances under the terms of certain Line of Credit Agreements
(“LOC”) to acquisition targets as follows:
| Funds provided to acquisition target 1 under LOC (“LOC 1”) | |
$ | 351,380 | |
| Funds provided to acquisition target 2 under LOC (“LOC 2”) | |
| 72,500 | |
| Interest receivable under LOC agreements | |
| 17,599 | |
| Total | |
$ | 441,479 | |
LOC 1
LOC 1 provides that acquisition target 1 may draw
down advances of up to $750,000 (the “Credit Limit”) at any time, provided that the aggregate outstanding principal does not
exceed the Credit Limit. Each draw request must be made inwriting and is subject to approval by the Lender. Simple interest of 16%, calculated
on a 360-day year of twelve 30-day months, accrued and is payable annually on the anniversary date of the initial draw, December 13, 2023.
LOC 1 matures on December 14, 2027, at which time all principal and accrued interest are due and payable.
As of June 30, 2024, $14,565 was accrued as interest
payable in respect of LOC 1.
LOC 2
LOC 2 provides that acquisition target 2 may draw
down advances of up to $300,000 (the “Second Credit Limit”) at any time, provided that the aggregate outstanding principal
does not exceed the Second Credit Limit. Each draw request must be made inwriting and is subject to approval by the Lender. Simple interest
of 16%, calculated on a 360-day year of twelve 30-day months, accrued and is payable annually on the anniversary date of the initial draw,
April 1, 2024. LOC 2 matures on December 31, 2026, at which time all principal and accrued interest are due and payable.
As of June 30, 2024, $3,034 was accrued as interest
payable in respect of LOC 2.
8. Accounts Payable and Accrued liabilities
Accounts payable and accrued liabilities consist of the following at
June 30, 2024 and June 30, 2023:
| | |
June 30,
2024 | | |
June 30,
2023 | |
| Interest Payable | |
$ | 434,535 | | |
$ | 40,779 | |
| Accounts payable | |
| 624,716 | | |
| 553,651 | |
| TOTAL | |
$ | 1,059,251 | | |
$ | 594,430 | |
9. Debt
| |
● |
Convertible Notes Payable |
Convertible Notes Issued on December 10, 2021
On December 10, 2021, the Company entered into
a securities purchase agreement (the “Securities Purchase Agreement”) with certain accredited and institutional investors
(the “Purchasers”) for the purchase and sale of an aggregate of: (i) $1,086,956.52 in principal amount of Original Issue
Discount Senior Secured Convertible Notes (the “Notes”) for $1,000,000 (representing a 8% original issue discount)
(“Purchase Price”) and (ii) warrants to purchase up to 4,000,000 shares of the Company’s common stock (the
“Warrants”) in a private placement (the “Offering”). Each Note featured an 8% original issue discount, resulting
in net proceeds to the Company of $500,000 for each of the two Notes. The Notes had a maturity of December 10, 2022, an interest
rate of 8% per annum, and were initially convertible at a fixed price of $0.25 per share, with provisions for conversions at
a fixed price of $0.20 per share should the closing trading price of our common stock be below $0.20 per share after June 10,
2022. The conversion price is also subject to further price adjustments in the event of (i) stock splits and dividends, (ii) subsequent
rights offerings, (iii) pro-rata distributions, and (iv) certain fundamental transactions, including but not limited to the sale of the
Company, business combinations, and reorganizations (v) in the event that the Company issues or sells any additional shares of Common
Stock or Common Stock Equivalents at a price per share less than the Exercise Price then in effect or without consideration then the Exercise
Price upon each such issuance shall be reduced to the Dilutive Issuance Price. These Notes, for as long as they are outstanding, are secured
by all assets of the Company and its subsidiaries, senior secured guarantees of the subsidiaries of the Company, and pledges of the common
stock of all the subsidiaries of the Company. The Notes have provisions allowing for repayment at any time at 115% of the outstanding
principal and interest within the first three months, and 120% of the outstanding principal and interest at any time thereafter.
The Warrants were initially exercisable at $0.25 per
share and, are subject to cashless exercise after six months if the shares underlying the Warrants are not subject to an effective resale
registration statement. The Warrants are also subject to customary adjustments, including price protections.
In connection with Securities Purchase Agreement,
the Company issued to the Placement Agent (as defined below), an aggregate of 878,260 Common Stock purchase warrants (“PA
Warrants”). The PA Warrants are substantially similar to the Warrants. The fair value of the PA Warrants at issuance was estimated
to be $170,210 based on a risk-free interest rate of 1.25%, an expected term of 5 years, an expected volatility of 142.53%
and a 0% dividend yield.
Spencer Clarke Holdings LLC (“Placement
Agent”) acted as the placement agent, in connection with the sale of the securities pursuant to the Securities Purchase Agreement.
Pursuant to an engagement agreement entered into by and between the Company and the Placement Agent, the Company agreed to pay the Placement
Agent a cash commission of $100,000. Pursuant to the discussion above, the Company also issued an aggregate of 878,260 PA Warrants
to the Placement Agent.
The gross proceeds received from the Offering
were approximately $1,000,000. The cash Placement Agent fees of $100,000 was paid separately. Also, the Company reimbursed the lead
Purchaser $15,192 for legal fees, which was deducted from the required subscription amount to be paid.
On or around September 23, 2022, as a result of
certain new financing agreements entered into by the Company, as consideration to the Holders, the Company issued to each Holder a common
stock purchase warrant for the purchase of 5,434,783 shares of the Company’s common stock (as amended from time to time,
the “Returnable Warrants”, further the Placement Agent received 1,086,957 (Reference below, Mast Hill Loan - Promissory
Notes Issued on September 23, 2022). The warrants are subject to customary adjustments (including price-based anti-dilution adjustments)
and may be exercised on a cashless basis.
The Company was required to pay to the Purchasers
on December 10, 2022, as extended to December 29, 2022 (as so extended, the “Maturity Date”) all remaining principal and accrued
and unpaid interest on the Maturity Date (the “Owed Amount”) and the failure to so pay the Owed Amount on the Maturity Date
is an event of default. The Owed Amount was not paid by the Company in accordance with the terms of the Notes. Subsequent to December
31, 2022 the Company entered into a forbearance agreement with the Purchasers as set out below.
Forbearance and Exchange Agreement
On February 4, 2023, the Company entered into a Forbearance and Exchange
Agreement (the “Forbearance Agreement”) with the Purchasers from the Securities Purchase Agreement dated December 10,
2021.
Pursuant to the Forbearance Agreement as amended, among other things:
| | ● | The Company shall pay to each Purchaser in cash the sum of $482,250.00 for the full and complete satisfaction of the Notes, which includes all due and owing principal, interest and penalties notwithstanding anything to the contrary in the Notes, as follows: (i) $250,000.00 on or before February 7, 2023; (ii) $50,000.00 on or before February 28, 2023; (iii) $50,000.00 on or before March 31, 2023; (iv) $50,000.00 on or before April 30, 2023; and (v) $82,250.00 on or before May 31, 2023. |
| |
● |
The Purchasers shall not convert the Notes so long as an event of default pursuant to the Forbearance Agreement has not occurred. |
| | ● | The Company purchased and retired the Returnable Warrants from the Purchasers, in exchange for the Company issuing to each of the Holders 1,900,000 restricted redeemable shares of the Company’s common stock (the “Exchange Shares”). |
| | ● | The Purchasers agreed not to transfer the Exchange Shares prior to September 24, 2023, subject to certain exceptions, including that the Company shall have the right to redeem all or any portion of the Exchange Shares from each Purchaser by paying an amount in cash to such Purchaser equal to $0.1109 per share being redeemed. The Purchaser’s sale of the Exchange Shares on or after September 24, 2023, is subject to a leak-out until all of the Exchange Shares are sold. In addition, the Purchaser’s sale of any common stock of the Company owned by them other than the Exchange Shares, shall also be subject to a leak-out during the period ending on the six-month anniversary of the date of the Forbearance Agreement. |
| |
● |
Each Purchaser agrees to forbear from exercising its rights against the Company under its respective Note until and unless the occurrence of any of the following events: (a) the failure of the Company to make a scheduled payment pursuant to the Forbearance Agreement, subject to a five day right to cure; (b) the failure of the Company to observe, or timely comply with, or perform any other covenant or term contained in the Forbearance Agreement, subject to a ten day right to cure; (c) the Company or any subsidiary of the Company commences bankruptcy and/or any insolvency proceedings; or (d) the delivery of any notice of default by Mast Hill Fund, L.P. (“Mast Hill”) to the Company with respect to indebtedness owed to Mast Hill by the Company. |
The Company evaluated all of the associated financial
instruments in accordance with ASC 815 Derivatives and Hedging. Based on this evaluation, the Company has determined that no provisions
required derivative accounting.
In accordance with ASC 470- Debt, the Company
first allocated the cash proceeds to the loan and the warrants on a relative fair value basis, secondly, the proceeds were allocated to
the beneficial conversion feature.
Below is a reconciliation of the convertible notes
payable as presented on the Company’s balance sheet as of June 30, 2023:
| | |
Principal
($) | | |
Stock-settled
Debt
($) | | |
Debt
Discount
($) | | |
Net Value
($) | |
| Balance at June 30, 2021 | |
| - | | |
| - | | |
| - | | |
| - | |
| Convertible notes payable issued during fiscal year ended June 30, 2022 | |
| 1,086,957 | | |
| | | |
| | | |
| 1,086,957 | |
| Debt discount associated with new convertible notes | |
| | | |
| | | |
| (1,018,229 | ) | |
| (1,018,229 | ) |
| Conversion price adjusted from $0.25 to $0.20 | |
| | | |
| 217,391 | | |
| (217,391 | ) | |
| - | |
| Amortization of debt discount | |
| | | |
| | | |
| 275,423 | | |
| 275,423 | |
| Balance at June 30, 2022 | |
| 1,086,957 | | |
| 217,391 | | |
| (960,197 | ) | |
| 344,151 | |
| Cash repayment | |
| (362,319 | ) | |
| | | |
| | | |
| (362,319 | ) |
| Gain on extinguish of portion of principal | |
| | | |
| (72,464 | ) | |
| | | |
| (72,464 | ) |
| Amortization of debt discount | |
| | | |
| | | |
| 960,197 | | |
| 960,197 | |
| Penalty | |
| 181,159 | | |
| | | |
| | | |
| 181,159 | |
| Conversion price change | |
| | | |
| 1,843,475 | | |
| | | |
| 1,843,475 | |
| Under forbearance Agreement: | |
| 58,703 | | |
| (1,988,402 | ) | |
| | | |
| (1,929,699 | ) |
| Cash repayment | |
| (964,500 | ) | |
| | | |
| | | |
| (964,500 | ) |
| Balance at June 30, 2023 | |
| - | | |
| - | | |
| - | | |
| - | |
Below is a reconciliation of the extinguishment of debt relative to
the exchange of Returnable Warrants for shares of common stock by the holders:
| 3,800,000 shares of common stock issued and exchanged for 10,869,566 returnable warrants | |
$ | 342,000 | |
| Loss on conversion price change in December 31, 2022 | |
| 1,051,801 | |
| Stock settled debt | |
| (1,988,402 | ) |
| Financing charges due to returnable warrants issued | |
| 987,060 | |
| Principal increased due to penalty | |
| 58,703 | |
| Loss on extinguishment | |
$ | 392,459 | |
Interest expenses associated with above convertible note are as
follows:
| | |
For twelve months Ended
June 30, | |
| | |
2024 | | |
2023 | |
| Amortization | |
$ | | | |
$ | 960,197 | |
| Interest on the convertible notes | |
| | | |
| 93,324 | |
| Total | |
$ | | | |
$ | 1,053,521 | |
During the fiscal years ended June 30, 2023 and
2022, the Company paid $39,452 and $43,478 to interest. As of June 30, 2024 and June 30, 2023, the interest payable was $0.
Mast Hill Promissory Notes (MH Notes)
| |
(a) |
Promissory Notes Issued on September 23, 2022 |
On September 23, 2022, the Company entered
into a Securities Purchase Agreement and issued and sold to Mast Hill, a Promissory Note in the principal sum of $700,000.00, which amount
is the $644,000 actual amount of the purchase price plus an original issue discount in the amount of $56,000. In connection with
the issuance of the Promissory Note, the Company issued to the investor warrants to purchase 2,800,000 shares of common stock
at an exercise price of $0.225, as well as returnable warrants, which may only be exercised in the event that the Company were to default
on certain debt obligations, to purchase 7,000,000 shares of common stock at an exercise price of $0.30, in each case subject
to adjustment. The Promissory Note may be converted into Company common stock in the event of an event of default under the Promissory
Note by the Company.
As a result of the transaction, the Purchasers
triggered their “most favored nation” clause which resulted in the Company entering into an MFN Amendment Agreement (the “MFN
Agreement”) with the Purchasers (ref: Convertible Notes Issued on December 10, 2021 above) pursuant to which the Purchasers exercised
their options under the most-favored nation terms contained in their existing transaction documents with the Company. Pursuant to the
MFN Agreement, among other things, (a) the Company issued to each of the Purchasers 5,434,783 5-year Returnable Warrants which
may only be exercised in the event that the Company were to default on certain debt obligations at an initial Exercise Price per share
of $0.30, (b) the events of default set forth in the Notes were amended to include certain of the Events of Default reflected in the Promissory
Note, (c) the conversion price of the Notes was amended so that upon an event of default, the conversion price equaled $0.10, subject
to adjustment, (d) the Purchasers are entitled to deduct $1,750 from conversions to cover associated fees, and $750 shall be
added to each prepayment to reimburse the Purchasers for administrative fees and (e) the definition of Exempt Issuance in the note was
modified to remove certain clauses of the definition.
The Company paid to J.H. Darbie & Co., Inc.
$32,200 in fees pursuant to the Company’s existing agreement with J.H. Darbie & Co., Inc., in relation to the transactions
contemplated by the Purchase Agreement plus warrants to purchase 119,260 shares of common stock at $0.27, subject to adjustment.
The Company paid to Spencer Clarke LLC cash fees of $35,000 plus 500,000 shares of common stock.
The proceeds received by the Company from the
Offering, net of the original issue discount, fees and costs including legal fees of $7,000 and commission fees of $32,200 were
$604,800.
On May 2, 2023, a debtholder converted $49,995 into 1,500,000 shares
of common stock, of which $16,088 was principal and $33,907 was interest payable.
| |
(b) |
Promissory Notes Issued on February 5, 2023 |
On February 5, 2023, the Company entered into
a Securities Purchase Agreement and issued and sold to Mast Hill, a Promissory Note in the principal amount of $619,000.00 (actual
amount of purchase price of $526,150.00 plus an original issue discount in the amount of $92,850.00). In connection with the issuance
of the Promissory Note, the Company issued to the investor warrants to purchase 6,900,000 shares of common stock at an exercise
price of $0.10, as well as returnable warrants, which may only be exercised in the event that the Company were to default on certain debt
obligations, to purchase 7,000,000 shares of common stock at an exercise price of $0.30, in each case subject to adjustment.
The Promissory Note may be converted into Company common stock in the event of an event of default under the Promissory Note by the Company.
The Company granted piggy-back registration rights to Mast Hill.
The Company paid to J.H. Darbie & Co., Inc.
$10,000 in fees pursuant to the Company’s existing agreement with J.H. Darbie & Co., Inc., in relation to the transactions
contemplated by the Purchase Agreement plus warrants to purchase 219,230 shares of common stock at $0.12, subject to adjustment.
The Company paid to Spencer Clarke LLC cash fees of $52,615 plus warrants to purchase 619,000 shares of common stock at
$0.10, warrants to purchase 690,000 shares of common stock at $0.10, and warrants to purchase 700,000 shares of common
stock at $0.30, in each case subject to adjustment.
| |
(c) |
Promissory Notes Issued on February 28, 2023 |
On February 28, 2023, the Company entered into
a Securities Purchase Agreement and issued and sold to Mast Hill, a Promissory Note in the principal amount of $169,941 (actual amount
of purchase price of $136,800 plus an original issue discount in the amount of $24,141). In connection with the issuance of the Promissory
Note, the Company issued to the investor warrants to purchase 1,790,000 shares of common stock at an exercise price of $0.10,
as well as returnable warrants, which may only be exercised in the event that the Company were to default on certain debt obligations,
to purchase 1,820,000 shares of common stock at an exercise price of $0.10, in each case subject to adjustment. The Promissory
Note may be converted into Company common stock in the event of an event of default under the Promissory Note by the Company. The Company
granted piggy-back registration rights to Mast Hill.
The Company paid to J.H. Darbie & Co., Inc.
$6,840.00 in fees pursuant to the Company’s existing agreement with J.H. Darbie & Co., Inc., in relation to the transactions
contemplated by the Purchase Agreement plus warrants to purchase 57,000 shares of common stock at $0.12, subject to adjustment.
The Company paid to Spencer Clarke LLC warrants to purchase 200,000 shares of common stock at $0.08, warrants to purchase 179,000 shares
of common stock at $0.10, and returnable warrants to purchase 182,000 shares of common stock at $0.30, in each case subject
to adjustment.
On June 20, 2024, a debtholder converted a total
of $33,000, in which $31,250 of interest payable and $1,750 of transfer agent fee, in exchange for 1,000,000 shares
of common stock.
Below is a reconciliation of the (gain) loss on
extinguishment of interest payable relative to
| Fair market value of 1,000,000 common stock | |
$ | 16,400 | |
| | |
| | |
| Interest payable | |
| (31,250 | ) |
| Transfer agent fee | |
| (1,750 | ) |
| | |
| (33,000 | ) |
| | |
| | |
| Gain on extinguishment | |
$ | (16,600 | ) |
| |
(d) |
Promissory Notes Issued on March 24, 2023 |
On March 24, 2023, the Company entered into a
Securities Purchase Agreement and issued and sold to Mast Hill, a Promissory Note in the principal amount of $169,941 (actual amount
of purchase price of $136,800 plus an original issue discount in the amount of $24,141). In connection with the issuance of the Promissory
Note, the Company issued to the investor warrants to purchase 1,790,000 shares of common stock at an exercise price of $0.10,
as well as returnable warrants, which may only be exercised in the event that the Company were to default on certain debt obligations,
to purchase 1,820,000 shares of common stock at an exercise price of $0.10, in each case subject to adjustment. The Promissory
Note may be converted into Company common stock in the event of an event of default under the Promissory Note by the Company. The Company
granted piggy-back registration rights to Mast Hill.
The Company paid to J.H. Darbie & Co., Inc.
$6,840.00 in fees pursuant to the Company’s existing agreement with J.H. Darbie & Co., Inc., in relation to the transactions
contemplated by the Purchase Agreement plus warrants to purchase 57,000 shares of common stock at $0.12, subject to adjustment.
The Company paid to Spencer Clarke LLC a cash fee of $13,680 plus warrants to purchase 200,000 shares of common stock at
$0.08, warrants to purchase 179,000 shares of common stock at $0.10, and warrants to purchase 182,000 shares of common
stock at $.30, in each case subject to adjustment. Such 182,000 warrants, without any further action by either party thereto,
may be cancelled and extinguished in its entirety if the MH Note is fully repaid and satisfied on or prior to the Maturity Date, subject
further to the terms and conditions of the MH Note.
| |
(e) |
Promissory Notes Issued on April 17, 2023 |
On April 17, 2023, the Company entered into a
Securities Purchase Agreement and issued and sold to Mast Hill, a Promissory Note in the principal amount of $169,941 (actual amount
of purchase price of $136,800 plus an original issue discount in the amount of $24,141). In connection with the issuance of the Promissory
Note, the Company issued to the investor warrants to purchase 1,790,000 shares of common stock at an exercise price of $0.10,
as well as returnable warrants, which may only be exercised in the event that the Company were to default on certain debt obligations,
to purchase 1,820,000 shares of common stock at an exercise price of $0.10, in each case subject to adjustment. The Promissory
Note may be converted into Company common stock in the event of an event of default under the Promissory Note by the Company. The Company
granted piggy-back registration rights to Mast Hill.
The Company paid to J.H. Darbie & Co., Inc.
$6,840 in fees pursuant to the Company’s existing agreement with J.H. Darbie & Co., Inc., in relation to the transactions
contemplated by the Purchase Agreement plus warrants to purchase 57,000 shares of common stock at $.12, subject to adjustment.
The Company paid to Spencer Clarke LLC a cash fee of $13,680 plus warrants to purchase 200,000 shares of common stock at
$.08, warrants to 179,000 shares of common stock at $.10, and returnable warrants to 182,000 shares of common
stock at $.10, in each case subject to adjustment.
| |
(f) |
Promissory Notes Issued on June 1, 2023 |
On June 1, 2023 the Company entered into a Securities
Purchase Agreement and issued and sold to Mast Hill, a Promissory Note in the principal amount of $200,000 (actual amount of purchase
price of $170,000 plus an original issue discount in the amount of $30,000). Also pursuant to the Purchase Agreement, in connection
with the issuance of the Note: (a) Sean Folkson, the Company’s Chairman of the Board and Chief Executive Officer, pursuant
to a Pledge Agreement dated the Effective Date (the “Pledge Agreement”), pledged to Mast Hill, and granted to Mast Hill a
security interest in, all common stock and common stock equivalents of the Company owned by Mr. Folkson; (b) the Company, Nightfood Inc.
and MJ Munchies, Inc., each wholly-owned subsidiaries of the Company (collectively, the “Subsidiaries” and with the Company,
the “Debtors”) entered into a Security Agreement dated the Effective Date (the “Security Agreement”), pursuant
to which each of the Debtors granted Mast Hill a perfected security interest in all of their property to secure the prompt payments, performance
and discharge in full of all of the Debtors’ obligations under the Note and the other transaction documents entered into in connection
with the Purchase Agreement and the Note (the “Transaction Documents”); (c) The Subsidiaries entered into a Subsidiary Guarantee
dated the Effective Date (the “Guarantee”), pursuant to which the Subsidiaries unconditionally and irrevocably guaranteed
to Mast Hill the prompt and complete payment and performance by the Company and the Subsidiaries when due, of the obligations under the
Transaction Documents.
The Company paid to (a) J.H. Darbie & Co.,
Inc. 298,875 warrants at an exercise price of $0.05688 per share pursuant to the Company’s existing agreement with
J.H. Darbie & Co., Inc., in relation to the transactions contemplated by the Purchase Agreement. The Company paid to (b) Spencer Clarke
LLC 1,111,110 warrants at an exercise price of $.033, in each case subject to adjustment.
| |
(g) |
Promissory Notes Issued on October 6, 2023 |
On October 6, 2023 the Company entered into a
Securities Purchase Agreement and issued and sold to Mast Hill, a Secured Promissory Note (the “Note”) in the principal amount
of $62,000 (actual amount of purchase price of $52,700 plus an original issue discount in the amount of $9,300). The maturity
date of the Note is 12 months from the issue date and are the date upon which the principal amount, the OID, as well as any accrued
and unpaid interest and other fees, shall be due and payable. Mast Hill has the right, at any time on or following the date that
an Event of Default occurs to convert all or any portion of the then outstanding and unpaid Principal Amount and interest (including any
default interest) into Common Stock, at a conversion price of $0.033, subject to customary adjustments as provided in the Note for stock
dividends and stock splits, rights offerings, pro rata distributions, fundamental transactions and dilutive issuances. At any time prior
to the date that an Event of Default occurs under the Note, the Company may prepay the outstanding principal amount and interest then
due under the Note. On any such event, the Company shall make payment to Mast Hill of an amount in cash equal to the sum of (a) 100%
multiplied by the principal amount then outstanding plus (b) 100% multiplied by the accrued and unpaid interest on the principal
amount to the prepayment date plus (c) $750.00 to reimburse Mast Hill for administrative fees. In addition, if, at any time prior
to the full repayment or full conversion of all amounts owed under the Note, the Company receives cash proceeds from any source or series
of related or unrelated sources from the issuance of equity (subject to exclusions described in the Note), debt or the issuance of securities
pursuant to an Equity Line of Credit (as defined in the Note) of the Company, Mast Hill shall have the right in its sole discretion to
require the Company to apply up to 50% of such proceeds after the Minimum Threshold to repay all or any portion of the outstanding
principal amount and interest then due under the Note. The Note contains customary Events of Default for transactions similar to the transactions
contemplated by the Purchase Agreement and the Note, which entitle Mast Hill, among other things, to accelerate the due date of the unpaid
principal amount of, and all accrued and unpaid interest on, the Note, in addition to triggering the conversion rights. Upon the occurrence
of any Event of Default, the Note shall become immediately due and payable, and the Company shall pay to Mast Hill an amount equal to
the principal amount then outstanding plus accrued interest (including any default interest) through the date of full repayment multiplied
by 150%, as well as all costs of collection.
The Note contains restrictions on the Company’s
ability to (a) incur additional indebtedness, (b) make distributions or pay dividends, (c) redeem, repurchase or otherwise acquire its
securities, (d) sell its assets outside of the ordinary course, (e) enter into certain affiliate transactions, (f) enter into 3(a)(9)
Transactions or 3(a)(10) Transactions (each as defined in the Note), or (g) change the nature of its business.
Commencing as of the Effective Date, and until
such time as the Note is fully converted or repaid, the Company shall not effect or enter into an agreement to effect any Variable Rate
Transaction (as defined in the Purchase Agreement).
The Purchase Agreement contains customary representations
and warranties made by each of the Company and Mast Hill. It further grants to Mast Hill certain rights of participation and first refusal,
and certain most-favored nation rights, all as set forth in the Purchase Agreement. Further the Note is subject to the terms of certain
previously executed Security, Pledge and Guarantee agreements discussed above in 7(f).
The Company paid to Spencer Clarke LLC a cash
fee of $5,270 plus 159,697 warrants at an exercise price of $0.033, in each case subject to adjustment.
| |
(h) |
Promissory Notes Issued on November 17, 2023 |
On November 17, 2023 the Company entered into
a Securities Purchase Agreement and issued and sold to Mast Hill, a Promissory Note in the principal amount of $62,000 (actual amount
of purchase price of $52,700 plus an original issue discount in the amount of $9,300). The maturity date of the Note is 12 months
from the issue date and are the date upon which the principal amount, the OID, as well as any accrued and unpaid interest and other
fees, shall be due and payable. All the terms and conditions as set out in (g) above with respect to a Securities Purchase Agreement
and Promissory Note entered into on October 6, 2023, apply to the November 17, 2023 financing from Mast Hill. Further the Note is subject
to the terms of certain previously executed Security, Pledge and Guarantee agreements discussed above in 7(f).
The Company paid to Spencer Clarke LLC a cash
fee of $5,270 plus 159,697 warrants at an exercise price of $0.033, in each case subject to adjustment.
| |
(i) |
Promissory Notes Issued on December 6, 2023 |
On December 6, 2023 the Company entered into a
Securities Purchase Agreement and issued and sold to Mast Hill, a Promissory Note in the principal amount of $170,588 (actual amount
of purchase price of $145,000 plus an original issue discount in the amount of $25,588). The maturity date of the Note is 12
months from the issue date and are the date upon which the principal amount, as well as any accrued and unpaid interest and other
fees, shall be due and payable. All the terms and conditions as set out in (g) above with respect to a Securities Purchase Agreement
and Promissory Note entered into on October 6, 2023, apply to the December 6, 2023 financing from Mast Hill. Further the Note is subject
to the terms of certain previously executed Security, Pledge and Guarantee agreements discussed above in 7(f).
The Company paid to Spencer Clarke LLC a cash
fee of $14,500 plus 439,394 warrants at an exercise price of $0.033, in each case subject to adjustment.
| |
(j) |
Promissory Notes Issued on January 24, 2024 |
On January 24, 2024 the Company entered into a
Securities Purchase Agreement, and issued and sold to Mast Hill a Promissory Note in the principal amount of $388,300 (actual amount
of purchase price of $330,055 plus an original issue discount in the amount of $58,245). The maturity date of the Note is the 12-month
anniversary of the Issuance Date, and is the date upon which the principal amount, as well as any accrued and unpaid interest and other
fees, shall be due and payable. The Company paid certain fees in respect to the aforementioned financing agreements. The agreements also
provide for terms of conversion only upon an event of default. All the terms and conditions as set out in (g) above with respect to a
Securities Purchase Agreement and Promissory Note entered into on October 6, 2023, apply to the January 24, 2024 financing from Mast Hill.
Further the Note is subject to the terms of certain previously executed Security, Pledge and Guarantee agreements discussed above in 7(f).
| |
(k) |
Promissory Notes Issued on March 13, 2024 |
On March 13, 2024, the Company entered into a
Securities Purchase Agreement, and issued and sold to Mast Hill a Promissory Note in the principal amount of $336,000 (actual amount
of purchase price of $285,600 plus an original issue discount in the amount of $50,400). The maturity date of the Note is the 12-month
anniversary of the Issuance Date, and is the date upon which the principal amount, as well as any accrued and unpaid interest and other
fees, shall be due and payable. The Company paid certain fees in respect to the aforementioned financing agreements. The agreements also
provide for terms of conversion only upon an event of default. All the terms and conditions as set out in (g) above with respect to a
Securities Purchase Agreement and Promissory Note entered into on October 6, 2023, apply to the March 13, 2024 financing from Mast Hill.
Further the Note is subject to the terms of certain previously executed Security, Pledge and Guarantee agreements discussed above in 7(f).
| |
(l) |
Promissory Notes Issued on May 9, 2024 |
On May 9, 2024, the Company consummated transactions
pursuant to a Securities Purchase Agreement (the “Purchase Agreement”) dated as of May 5, 2024 (the “Effective Date”)
and issued and sold to Mast Hill Fund, L.P., a Promissory Note (the “Note”) in the principal amount of $395,000.00 (actual
amount of purchase price of $335,750 plus an original issue discount (“OID”) in the amount of $59,250). The use of proceeds
from the sale of the Mast Hill Note is strictly for business development and expenses related to compliance and merger and ongoing acquisition
activity, and not for any other purpose. The maturity date of the Mast Hill Note is the 12-month anniversary of the Issuance Date, and
is the date upon which the principal amount, as well as any accrued and unpaid interest and other fees, shall be due and payable. Mast
Hill has the right, at any time on or following the date that an event of default occurs under the Note, to convert all or any portion
of the then outstanding and unpaid Principal Amount and interest (including any default interest) into common stock of the Company, at
a conversion price of $0.033, subject to customary adjustments as provided in the Mast Hill Note for stock dividends and stock splits,
rights offerings, pro rata distributions, fundamental transactions and dilutive issuances. In addition, Mast Hill is entitled to deduct
$1,750.00 from the conversion amount upon each conversion, to cover Mast Hill’s fees associated with each conversion. Any such
conversion is subject to customary conversion limitations set forth in the Mast Hill Note so Mast Hill beneficially owns less than 4.99%
of the Common Stock.
Fourth Man, LLC Promissory Notes (Fourth Man Notes)
| |
(a) |
Promissory Notes Issued on June 29, 2023 |
On June 29, 2023, the Company the Company entered
into a Securities Purchase Agreement and issued and sold to Fourth Man, LLC (“Fourth Man”), a Promissory Note (the “Note”)
in the principal amount of $65,000.00 (actual amount of purchase price of $55,250 plus an original issue discount in the amount
of $9,750). In connection with the issuance of the Promissory Note, the Company issued the investor warrants to purchase 600,000 shares
of common stock at an exercise price of $0.10 and 1,969,697 shares of Common Stock as commitment shares, 1,477,272 of
which shall be cancelled and returned to the Company’s treasury upon repayment of the Note on, or prior to, the date that is 180
calendar days after the date of the Agreement; and (b) granted piggy-back registration rights to Fourth Man.
The Company paid to J.H. Darbie & Co., Inc.
$2,763 in fees pursuant to the Company’s existing agreement with J.H. Darbie & Co., Inc., in relation to the transactions
contemplated by the Purchase Agreement plus warrants to purchase 23,021 shares of common stock at $0.10, subject to adjustment.
The Company issued Spencer Clarke LLC warrants to purchase 618,079 shares of common stock at $.033, in each case subject to
adjustment.
The maturity date of the Note is the 12-month
anniversary of the Effective Date, and is the date upon which the principal amount, the OID, as well as any accrued and unpaid interest
and other fees, shall be due and payable.
| |
(b) |
Promissory Notes Issued on August 28, 2023 |
On August 28, 2023, the Company entered into a
Securities Purchase Agreement and issued and sold to Fourth Man, LLC (“Fourth Man”), a Promissory Note (the “Note”)
in the principal amount of $60,000.00 (actual amount of purchase price of $51,000 plus an original issue discount in the amount
of $9,000). In connection with the issuance of the Promissory Note, the Company issued the investor warrants to purchase 650,000 shares
of common stock at an exercise price of $0.10 and 3,333,333 shares of Common Stock as commitment shares, 1,666,667 of
which shall be cancelled and returned to the Company’s treasury upon repayment of the Note on, or prior to, the date that is 180
calendar days after the date of the Agreement; and (b) granted piggy-back registration rights to Fourth Man.
The Company paid to J.H. Darbie & Co., Inc.
$2,550 in fees pursuant to the Company’s existing agreement with J.H. Darbie & Co., Inc., in relation to the transactions
contemplated by the Purchase Agreement plus warrants to purchase 21,250 shares of common stock at $.12, subject to adjustment.
The Company paid to Spencer Clarke LLC a cash fee of $5,100 plus 650,000 warrants at an exercise price of $.033, in each
case subject to adjustment.
The maturity date of the Note is the 12-month
anniversary of the Effective Date, and is the date upon which the principal amount, the OID, as well as any accrued and unpaid interest
and other fees, shall be due and payable.
Amendment to Fourth Man Promissory Notes.
On February 1, 2024, Fourth Man and NGTF entered
into a letter agreement whereby Fourth Man agreed to amend that certain promissory note in the principal amount of $65,000 issued
by NGTF to Fourth Man on June 29, 2023 the “Promissory Note” and that certain promissory note in the principal amount of $60,000 to
Fourth Man on August 28, 2023 (the “Subsequent Note”, together with the Promissory Note, the “Notes”), effective
as of January 23, 2024. The amendment removed the right to the adjustment to the conversion price of the Notes to the price per share
specified in Section 3.21 of the note (“the Affected Adjustment”) issued on August 28, 2023 by NGTF to Fourth Man (the “Subsequent
Note”). The letter also amended the Subsequent Note to remove the right to the adjustment to the conversion price during the effective
period, solely with respect to the Affect Adjustment. In exchange for Fourth Man’s execution of the letter, NGTF agreed, to (i)
increase the total outstanding principal and accrued interest on the Notes by 10% and (ii) issue 1,667 shares of NGTF’s
Series D Preferred Stock to Fourth Man.
Below is a reconciliation of the loss on extinguishment
of debt relative to the amended promissory notes with Fourth Man:
| 10% increase in principle | |
$ | 12,500 | |
| 10% increase in guaranteed interest | |
| 1,875 | |
| 1,667 Series D Stock issued | |
| 113,955 | |
| Loss on extinguishment | |
$ | 128,330 | |
The Company evaluated all of these associated
financial instruments in accordance with ASC 815 Derivatives and Hedging. Based on this evaluation, the Company has determined that no
provisions required derivative accounting.
In accordance with ASC 470- Debt, the proceeds
of issuance is first allocated among the convertible instrument and the other detachable instruments based on their relative fair values.
Below is a reconciliation of the above debts (Mast
Hills Notes and Fourth Man Notes) as presented on the Company’s balance sheet as of June 30, 2024 and June 30, 2023:
| | |
Principal
$ | | |
Debt
Discount
$ | | |
Net
Value
$ | |
| Balance at June 30, 2022 | |
| - | | |
| - | | |
| - | |
| Promissory notes payable issued | |
| 2,066,823 | | |
| | | |
| 2,066,823 | |
| Principal increased due to MNF (September 23, 2022 Note) | |
| 57,647 | | |
| | | |
| 57,647 | |
| Principal converted to common stock | |
| (16,088 | ) | |
| | | |
| (16,088 | ) |
| Debt discount associated with Promissory notes | |
| | | |
| (864,713 | ) | |
| (864,713 | ) |
| Amortization of debt discount | |
| | | |
| 305,697 | | |
| 305,697 | |
| Balance at June 30, 2023 | |
| 2,108,382 | | |
| (559,016 | ) | |
| 1,549,366 | |
| | |
| | | |
| | | |
| | |
| Promissory notes payable issued | |
| 1,473,888 | | |
| | | |
| 1,473,888 | |
| Promissory notes amended | |
| 12,500 | | |
| | | |
| 12,500 | |
| Debt discount associated with Promissory notes | |
| | | |
| (230,961 | ) | |
| (230,961 | ) |
| Amortization of debt discount | |
| | | |
| 638,194 | | |
| 638,194 | |
| Balance at June 30, 2024 | |
$ | 3,594,770 | | |
$ | (151,783 | ) | |
$ | 3,442,987 | |
Interest expenses associated with above convertible notes are
as follows:
| | |
For twelve months Ended
June 30, | |
| | |
2024 | | |
2023 | |
| Amortization | |
$ | 638,194 | | |
$ | 305,697 | |
| Interest on the convertible notes | |
| 421,925 | | |
| 74,686 | |
| Total | |
$ | 1,060,119 | | |
$ | 380,383 | |
As of June 30, 2024 and June 30, 2023, the interest
payable was $434,535 and $40,779, respectively.
As a result of dilutive issuances during the period
the exercise price of all of the aforementioned convertible notes has been reset subsequent to the period to $0.03333. In addition, certain
warrants issued to the noteholders, placement agent and J.H. Darbie have been repriced in accordance with their respective terms and conditions.
10. Capital Stock Activity
Common Stock
The Company is authorized to issue Two Hundred
Million (200,000,000) shares of common stock $0.001 par value per share (the “Common Stock”). Holders of Common Stock
are each entitled to cast one vote for each share held of record on all matters presented to shareholders. Cumulative voting is not allowed;
hence, the holders of a majority of the outstanding Common Stock can elect all directors, subject to the rights of the holder of Series
A Stock described below. Holders of Common Stock are entitled to receive such dividends as may be declared by the Board of Directors out
of funds legally available therefore and, in the event of liquidation, to share pro-rata in any distribution of the Company’s assets
after payment of liabilities. The board of directors is not obligated to declare a dividend and it is not anticipated that dividends will
be paid unless and until the Company is profitable. Holders of Common Stock do not have pre-emptive rights to subscribe to additional
shares if issued by the Company. There are no conversion, redemption, sinking fund or similar provisions regarding the Common Stock. All
of the outstanding shares of Common Stock are fully paid and non-assessable and all of the shares of Common Stock offered thereby will
be, upon issuance, fully paid and non-assessable. Holders of shares of Common Stock will have full rights to vote on all matters brought
before shareholders for their approval, subject to preferential rights of holders of any series of Preferred Stock. Holders of the Common
Stock will be entitled to receive dividends, if and as declared by the board of directors, out of funds legally available, and share pro-rata
in any distributions to holders of Common Stock upon liquidation. The holders of Common Stock will have no conversion, pre-emptive or
other subscription rights. Upon any liquidation, dissolution or winding-up of the Company, assets, after the payment of debts and liabilities
and any liquidation preferences of, and unpaid dividends on, any class of preferred stock then outstanding, will be distributed pro-rata
to the holders of the common stock. The holders of the common stock have no right to require the Company to redeem or purchase their shares.
Holders of shares of common stock do not have cumulative voting rights, which means that the holders of more than 50% of the outstanding
shares, voting for the election of directors, can elect all of the directors to be elected, if they so choose, and, in that event, the
holders of the remaining shares will not be able to elect any of our directors.
On October 24, 2022, the Company launched
a Tier 2 offering pursuant to Regulation A (also known as “Regulation A+”) with the intent to raise capital through an equity
crowdfunding campaign. The Company is offering (this “Offering”) up to 5,000,000 units, each unit consisting
of 4 shares of common stock and 4 common stock purchase warrants (“Unit”), being offered at a price range to be determined
after qualification pursuant to Rule 253(b).
| | ● | The Company had 128,907,407 and 123,587,968 shares of its $0.001 par value common stock issued and outstanding as June 30, 2024 and June 30, 2023 respectively. |
During the Fiscal Year ended June 30, 2024:
| | ● | The Company issued 3,333,333 shares of common stock for services with a fair value of $50,000. |
| | ● | The Company issued 300,000 shares of common stock for services with a fair value of $7,800. |
| | ● | The Company issued 686,106 shares of common stock for cashless exercise of 1,818,182 stock purchase warrants. |
| | ● | The Company issued 1,000,000 shares of common stock as consideration for convertible debt in the accrued interest payable of $31,250 and transfer agent fee of $1,750, with a fair value of $16,400. |
During the Fiscal Year ended June 30, 2023:
| | ● | The Company issued 3,333,333 shares of common stock for services with a fair value of $50,000. |
| | ● | The Company issued 300,000 shares of common stock for services with a fair value of $7,800. |
| | ● | The Company issued 686,106 shares of common stock for cashless exercise of 1,818,182 stock purchase warrants. |
| | ● | The Company issued an aggregate of 532,859 shares of its common stock for services valued at $77,110. |
| | ● | The Company issued 2,469,697 shares of its common stock as financing cost valued at $104,515. |
| | ● | The Company issued an aggregate of 6,549,128 shares of its common stock for cashless exercise of 4,928,260 original issued stock purchase warrants. |
| | ● | The Company sold 467,950 units at $0.50 per unit, consisting with 1,871,800 shares of common stock under its Regulation A+ Offering. The Company received net proceeds of $229,729. |
| | ● | The Company issued 3,800,000 shares of its common stock in exchange for the return of 10,869,566 returnable warrants. |
| | ● | The Company issued 2,750,000 shares of its common stock in exchange for the return of 2,750,000 stock purchase warrants. |
| | | |
| | ● | Holders of the B Preferred converted 1,310 shares of Series B Preferred Stock into 6,550,000 shares of its common stock. |
| | | |
| | ● | The Company issued an aggregate of 5,750,000 shares of its common stock for cash exercise of 5,750,000 original issued stock purchase warrants. The Company received net proceeds of $276,066. |
| | | |
| | ● | The Company issued 1,500,000 shares of common stock as consideration for convertible debt in the principal amount of $16,088 and in the accrued interest payable of $33,907, with a fair value of $91,500. |
Preferred Stock
| | ● | The Company had 1,000 shares of its A Preferred stock issued and outstanding as of June 30,2024 and June 30, 2023. |
| | ● | The Company had 1,950 shares of its B Preferred stock issued and outstanding as of June 30,2024 and June 30, 2023. |
| | ● | The Company had 13,333 and 0 shares of its C Preferred stock issued and outstanding as of June 30,2024 and June 30, 2023. |
| | ● | The Company had 1,667 and 0 shares of its D Preferred stock issued and outstanding as of June 30, 2024 and June 30, 2023. |
Series A Preferred Stock
The Company is authorized to issue 1,000,000 shares
of $0.001 par value per share Preferred Stock. Of the 1,000,000 shares, 10,000 shares were designated as Series A Preferred
Stock (“Series A Stock”). Holders of Series A Stock are each entitled to cast 100,000 votes for each share held of record
on all matters presented to shareholders. On January 26, 2024, the Certificate of Designation of Preferences, Rights and Limitations
of Series A Super Voting Preferred Stock (the “Series A Preferred Stock”) of Nightfood Holdings, Inc. was amended (the “Amended
Series A COD”) by replacing Section 1 to alter the voting structure of the Series A Preferred Stock. Pursuant to the Amended Series
A COD, the shares of Series A Preferred Stock will have a number of votes equal to (i) the number of votes then held or entitled to be
made by all other equity securities of NGTF plus (ii) one (1). No other changes were made.
During the fiscal year ended June 30, 2024 the
former holder of the 1,000 outstanding shares of Series A Stock transferred his shares to the seller of certain assets as part
of a Share Exchange Agreement. (ref: Note 3 – Business Combination)
The Company had 1,000 shares of the
Series A Stock issued and outstanding as of June 30, 2024, and June 30, 2023 which shares are currently held by the Company’s CEO,
Lei Sonny Wang.
Series B Preferred Stock
In April 2021, the Company designated 5,000 shares
of its Preferred Stock as Series B Preferred (the “B Preferred”), each share of which is convertible into 5,000 shares
of common stock and 5,000 non-detachable warrants with an initial exercise price of $0.30.
During the fiscal years ended June 30, 2023 and
2022, the Company sold 0 and 335 shares of its B Preferred for gross cash proceeds of $0 and $335,000, respectively. These
proceeds were used for operating capital. The B Preferred meets the criteria for equity classification and is accounted for as equity
transactions. Specifically, among other factors, this qualifies as equity because redemption is not invoked at the option of the holder
and the B Preferred does not have to be redeemed on a specified date.
During the fiscal year ended June 30, 2023, holders
of the B Preferred converted 1,310 shares of B Preferred into 6,550,000 shares of Common Stock. During the fiscal
year ended June 30, 2022, holders of the B Preferred converted 1,740 shares of B Preferred into 8,700,000 shares of
Common Stock.
The Company had 1,950 shares of its
B Preferred issued and outstanding as of June 30, 2024, and June 30, 2023.
Series C Preferred Stock
On January 26, 2024, NGTF filed a Certificate
of Designation of Preferences, Rights and Limitations of Series C Convertible Preferred Stock (the “Series C COD”), which
established 500,000 shares of Series C Convertible Preferred Stock (the “Series C Preferred Stock”), par value of
$0.001 per share, having such designations, rights and preferences as set forth in the Series C COD. The shares of Series C Preferred
Stock are convertible six (6) months after issuance into common stock of NGTF at a rate of six thousand (6,000) shares of common stock
for each share of Series C Preferred Stock. The shares of Series C Preferred Stock do not have voting rights and rank junior to the Series
B Preferred Stock. The holders of Series C Preferred Stock are not entitled to dividends.
On February 7, 2024, the Certificate of Designation
of Preferences, Rights and Limitations of Series C Convertible Preferred Stock (the “Series C Preferred Stock”) of Nightfood
Holdings, Inc. (“NGTF”) was amended (the “Amended Series C COD”) by revising Section G to include a provision
for adjustments for reverse stock splits. Pursuant to the Amended Series C COD, if the corporation at any time combines its outstanding
shares of common stock into a smaller number of shares, then the number of shares of common stock issuable upon conversion of the Series
C Preferred Stock pursuant to Section G(a) shall be proportionately decreased. No other changes were made.
The Company issued 13,333 shares of
NGTF’s Series C Preferred Stock under share exchange agreement. (ref Note 3 – Business Combination)
The Company had 13,333 shares of its
C Preferred issued and outstanding as of June 30, 2024.
Series D Preferred Stock
On February 7, 2024, NGTF filed a Certificate
of Designation of Preferences, Rights and Limitations of Series D Convertible Preferred Stock (the “Series D COD”), which
established 100,000 shares of Series D Convertible Preferred Stock (the “Series D Preferred Stock”), par value of
$0.001 per share, having such designations, rights and preferences as set forth in the Series D COD. The shares of Series D Preferred
Stock are convertible six (6) months after issuance into common stock of NGTF at a rate of six thousand (6,000) shares of common stock
for each share of Series D Preferred Stock. The shares of Series D Preferred Stock do not have voting rights and rank junior to the Series
B Preferred Stock. The holders of Series D Preferred Stock are not entitled to dividends.
The Company issued 1,667 shares of NGTF’s
Series D Preferred Stock to Fourth Man under the amended promissory notes. (ref Note 7 – Debt)
The Company had 1,667 shares of its
D Preferred issued and outstanding as of June 30, 2024.
Dividends
The Company has never declared dividends, however
as set out below, during the fiscal year ended June 30, 2022 and 2021, upon issuance of a total of 335 and 4,665 shares
of B Preferred, respectively, the Company recorded a deemed dividend as a result of beneficial conversion feature associated with the
transaction.
In connection with certain conversion terms provided
for in the designation of the B Preferred, pursuant to which each share of B Preferred is convertible into 5,000 shares of common
stock and 5,000 warrants, the Company recognized a beneficial conversion feature upon the conclusion of the transaction in the
amount of $4,431,387. The beneficial conversion feature was treated as a deemed dividend, and fully amortized on the transaction
date due to the fact that the issuance of the B Preferred was classified as equity. During the fiscal years ended June 30, 2024 and
2023, the Company recorded an additional deemed dividend of $84,106 and $1,136,946, respectively, fully amortized on the transaction dates,
in relation to the B Preferred stock and downward price adjustments to certain warrants.
11. Warrants
The following is a summary of the Company’s
outstanding common stock purchase warrants.
During the fiscal year ended June 30, 2022, holders
of the Company’s B Preferred converted 1,740 shares of B Preferred into 8,700,000 shares of Common Stock, along
with 8,700,000 warrants. Said warrants are subject to exercise price adjustments resulting from certain financing activities
and equity transactions which may increase or decrease the exercise price in in the future. At June 30, 2022, all warrants issued to the
Company’s B Preferred holders had an adjusted exercise price of $0.2919.
During the fiscal year ended June 30, 2022, 4,000,000 warrants
were issued to the holder of outstanding convertible notes with an initial exercise price of $0.25 per share, and 878,260 warrants
issued to the placement agent with an initial exercise price of $0.25 per share. The Company valued these warrants using the Black
Scholes model utilizing a 143.39% volatility and a risk-free rate of 1.25%. In addition, 167,500 warrants issued to
the placement agent with an initial exercise price of $0.20 per share and 167,500 warrants issued to the placement agent
with an initial exercise price of $0.30 per share. The Company valued these warrants using the Black Scholes model utilizing a 148.06%
volatility and a risk-free rate of 0.83%.
During the fiscal year ended June 30, 2022, the
Company entered into a warrant agreement with one of the Company’s Directors issuing 100,000 warrants at a strike price
of $0.2626 having a term of five years. The Company valued these warrants using the Black Scholes model utilizing a 151.07%
volatility and a risk-free rate of 0.79%.
During the fiscal year ended June 30, 2022, the
Company entered into an Agreement For Shareholder Lock-Up And Acquisition of Warrants (the “Lock-Up Agreement”), with Mr.
Folkson, issuing 400,000 warrants at a strike price of $0.30 having a term of one year. The Company valued these warrants
using the Black Scholes model utilizing a 107.93% volatility and a risk-free rate of 0.50%.
During the fiscal year ended June 30, 2023, holders of the Company’s
B Preferred converted 1,310 shares of B Preferred into 6,550,00 shares of Common Stock, along with 6,550,000 warrants.
Said warrants are subject to further exercise price adjustments resulting from certain financing activities and equity transactions which
may increase or decrease the exercise price in the future. At June 30, 2023 all warrants issued to the Company’s B Preferred holders
had an adjusted exercise price of $0.13796.
During the fiscal year ended June 30, 2023, 2,800,000 warrants
were issued to the holder of an outstanding promissory note with an initial exercise price of $0.225 per share, 280,000 warrants
were concurrently issued to the Placement Agent with an initial exercise price of $0.225, and a further 119,260 warrants were issued to
the Placement Agent with initial exercise price of $0.27 per share. The Company valued these warrants using the Black Scholes model utilizing
a 122.42% volatility and a risk-free rate of 3.91%. On October 4, 2022, the Company and the Placement Agent entered into
an Addendum to amend their Letter of Engagement to cancel compensatory warrants to purchase 280,000 shares of common stock of the Company
and to cancel returnable compensatory warrants to purchase 700,000 shares of Common Stock of the Company for a one-time cash payment of
$35,000 and the issuance of 500,000 shares of Common Stock in full satisfaction of compensation earned.
During the fiscal year ended June 30, 2023 the Company issued a cumulative 12,870,000 warrants
to the holder of outstanding promissory notes, 19,460,000 returnable warrants (which warrants are cancelable in full should
the notes be repaid in full on or before maturity), 4,875,189 placement agent warrants, 546,000 returnable placement
agent warrants (which warrants are cancelable in full should the notes be repaid in full on or before maturity) and 831,386 warrants
to JH Darbie. The warrants were issued at initial exercise prices between $0.033 and $0.12 per share and valued on issuance
dates with the Black Scholes model utilizing a volatility from 111.36% and 112.33% and a risk-free rate from 3.41% and 4.18%.
During the fiscal year ended June 30, 2023, the
Company issued an aggregate of 6,549,128 shares of its Common Stock for the cashless exercise of 4,928,260 original
issued stock purchase warrants.
During the fiscal year ended June 30, 2023, the
Company entered into a warrant agreement with one of the Company’s Directors for the issuance of 100,000 warrants at a
strike price of $0.125 having a term of five years. The Company valued these warrants using the Black Scholes model utilizing
a 121.75% volatility and a risk-free rate of 4.06%.
During the fiscal year ended June 30, 2023, the
Company entered into an Agreement For Shareholder Lock-Up And Acquisition of Warrants (the “Lock-Up Agreement”), with Mr.
Folkson, issuing 400,000 warrants at a strike price of $0.30 having a term of one year. The Company valued these warrants
using the Black Scholes model utilizing a 103.60% volatility and a risk-free rate of 4.30%.
During the fiscal year ended June 30, 2023, the
Company issued 1,871,800 warrants to various subscribers under its Tier 2 offering pursuant to Regulation A (also known
as “Regulation A+”) pursuant to which the Company is offering up to 5,000,000 units at a price of $0.50 per
unit, each unit consisting of 4 shares of Common Stock and 4 Common Stock purchase warrants (“Unit”) for
exercise at a strike price per Share equal to 125% of the price per share of Common Stock, or $0.15625 per share with a term
of 2 years.
During the fiscal year ended June 30, 2023, the Company issued an aggregate
of 5,750,000 shares of its Common Stock for cash exercise of 5,750,000 original issued stock purchase warrants
at $0.05 per share. The Company received net proceeds of $276,066. In addition, as incentive to induce the aforementioned warrant
holders to exercise existing warrants, the Company issued an aggregate of 6,900,000 replacement warrants to investors and placement
agents. The warrants were issued at initial exercise prices between $0.05 and $0.125 per share and valued on issuance dates
with the Black Scholes model utilizing a volatility from 110.80% and 111.31% and a risk-free rate from 3.69% and 4.27%.
A total of $377,560 was expensed on issuance as financing costs.
During the fiscal year ended June 30, 2023, the Company issued 1,000,000 retainer
warrants under an Amendment and Addendum to Letter of Engagement agreement at a strike price of $0.033. The warrants included a provision
for cashless exercise and carried a 5 years term. The Company valued these warrants using the Black Scholes model utilizing
a 113.71% volatility and a risk-free rate of 3.69%. The Company recorded the value of the retainer warrants as consulting expenses.
During the fiscal year ended June 30, 2023, under
the terms of a Warrant Exchange Agreement, among other agreements, SC exchanged an aggregate of 16,181,393 of its existing warrants
originally issued in fiscal 2021 with initial exercise prices ranging from $0.20 to $0.30, the exercise price of which had been subject
to downward price adjustments following issuance and were exercisable at $0.0747 per share as a result of anti-dilution provisions
as of February 2023, for a like amount of new warrants to purchase Company Common Stock at a price per share capped at $0.0747 (the
“New Warrants”).
During the fiscal year ended June 30, 2024, the
Company issued cumulative 650,000 warrants to the holder of outstanding promissory notes, and cumulative 6,208,788 warrants
to the placement agent, and 21,250 warrants to JH Darbie as commission fees. The warrants were issued at initial exercise prices
between $0.033 and $0.12 per share and valued on issuance dates with the Black Scholes model utilizing a volatility between 124.86%
and 136.57, and a risk-free rate between 4.12% and 4.68%.
During the fiscal year ended June 30, 2024, 7,000,000 returnable
warrants became non-returnable warrants as a result of the Company’s default on certain debt obligations and $699,350 was recorded
as additional financing costs.
During the fiscal year ended June 30, 2024, a
total of 23,147,255 outstanding share purchase warrants issued in connection with conversion of the Company’s B Preferred
into Common Stock were adjusted as a result of certain antidilution clauses resulting in a total of 28,557,967 outstanding share
purchase warrants with a downward adjusted exercise price of $0.11082 per share.
During the fiscal year ended June 30, 2024, a
total of 1,818,182 share purchase warrants were exercised in a cashless transaction.
Certain warrants in the below table include dilution
protection for the warrant holders, which could cause the exercise price to be adjusted either higher or lower as a result of various
financing events and stock transactions. The result of the warrant exercise price downward adjustment on modification date is treated
as a deemed dividend and fully amortized on the transaction date. In addition to the reduction in exercise price, with certain warrants
there is a corresponding increase to the number of warrants to the holder on a prorated basis. Under certain conditions, such as the successful
retirement of a convertible note through repayment, it is possible for the exercise price of these warrants to increase and for the number
of warrants outstanding to decrease.
The aggregate intrinsic value of the warrants
as of June 30, 2024 is $6.14 million. The aggregate intrinsic value of the warrants as of June 30, 2023 was $4.22 million.
Exercise
Price | | |
June 30,
2023 | | |
Issued | | |
Repricing | | |
Exercised | | |
Others | | |
Cancelled | | |
Expired | | |
Redeemed | | |
June 30,
2024 | |
| $ | 0.03333 | | |
| 70,935,941 | | |
| 6,208,788 | | |
| 67,445,493 | | |
| (1,818,182 | ) | |
| - | | |
| - | | |
| - | | |
| - | | |
| 142,772,040 | |
| $ | 0.0747 | | |
| 16,181,392 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 16,181,392 | |
| $ | 0.1000 | | |
| 600,000 | | |
| 650,000 | | |
| (1,250,000 | ) | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
| $ | 0.1200 | | |
| - | | |
| 21,250 | | |
| (21,250 | ) | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
| $ | 0.1250 | | |
| 100,000 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 100,000 | |
| $ | 0.1380 | | |
| 23,147,255 | | |
| - | | |
| (23,147,255 | ) | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
| $ | 0.1042 | | |
| - | | |
| - | | |
| 30,274,042 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 30,274,042 | |
| $ | 0.1563 | | |
| 1,871,800 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 1,871,800 | |
| $ | 0.2626 | | |
| 100,000 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 100,000 | |
| $ | 0.3000 | | |
| 400,000 | | |
| 7,000,000 | | |
| (7,000,000 | ) | |
| - | | |
| - | | |
| - | | |
| (400,000 | ) | |
| - | | |
| - | |
| $ | 0.5000 | | |
| 500,000 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 500,000 | |
| | | | |
| 113,836,388 | | |
| 13,880,038 | | |
| 66,301,030 | | |
| (1,818,182 | ) | |
| - | | |
| - | | |
| (400,000 | ) | |
| - | | |
| 191,799,274 | |
Returnable Warrants
A cumulative total of 18,956,523 Returnable
Warrants issued in conjunction with a financing agreement dated as of September 23, 2022, and a MFN agreement entered into concurrently
on September 23, 2022 (ref: Note 7 above) may only be exercised in the event that the Company were to default on certain debt
obligations. The Returnable Warrants have an initial exercise price of $0.30 per share, subject to customary adjustments (including
price-based anti-dilution adjustments) and may be exercised at any time after an Event of Default until the five-year anniversary of such
date. The Returnable Warrants include a cashless exercise provision as set forth therein. The exercise of the Returnable Warrants are
subject to a beneficial ownership limitation of 4.99% of the number of shares of Common Stock outstanding immediately after giving
effect to such exercise. In the event of the Company’s failure to timely deliver shares of Common Stock upon exercise of the Returnable
Warrants, the Company would be obligated to pay a “Buy-In” amount pursuant to the terms of the Returnable Warrants. On December
29, 2022, upon an event of default as defined under the MFN agreement, 5,434,785 returnable warrants issued to each of
the Purchasers under the MFN Agreement, and 1,086,957 returnable warrants issued to the Placement Agent, were triggered and
valued using the Black Scholes model with a volatility of 124.14% and a risk-free rate of 3.94% resulting in financing expenses
recorded as additional financing costs in the cumulative amount of $1,085,780. In February 2023, the Company issued 3,800,000 shares
of its common stock in exchange for the return of 10,869,566 returnable warrants. The warrants issued to the Placement Agent
remained available for exercise.
During the fiscal year ended June 30, 2023, the Company issued cumulative 12,460,000 returnable
warrants to the Purchasers of certain convertible notes issued after September 2022, and cumulative 546,000 returnable
warrants to the Placement Agent.
Any expense related to such warrants will be recorded in a future reporting
period and only in the event the Company defaults on certain debt obligations. These returnable warrants were initially valued using the
Black Scholes model with a volatility of between 111.36% and 112.33% and a risk-free rate of between 3.67% and 3.91%
resulting in contingent expenses to be recorded as additional financing costs in the cumulative amount of $809,800, which amount will
be recorded in a future reporting period, only in the event the Company defaults on certain debt obligations.
12. Commitments and Contingencies:
| | ● | The Company has entered into certain consulting agreements which carry commitments to pay advisors and consultants should certain events occur. An agreement is in place with one Company Advisor that calls for total compensation over the four-year Advisor Agreement of 500,000 warrants with an exercise price of $0.15 per share, of which all have vested. |
| | ● | On July 7, 2023, the Company entered into a Letter of Engagement with Spencer Clarke LLC (“SC”). Under the terms of the agreement SC was retained to act as the Company’s “Exclusive” Placement Agent in connection with any Capital/Debt Raise, warrant exercise, (“Financings”) and for any Sale, Joint Venture, Merger, Acquisition or transaction (“M&A Transactions”) or any other financially structured corporate activity, collectively (“Corporate Finance Activity”). On signing of the agreement, the Company issued 4,800,000 non-refundable warrants to purchase 4,800,000 shares of Retainer Stock, at an initial exercise price per warrant equal to .0333 during the five (5)-year period. Under the terms of the agreement the Company is required to pay fees of 10% for any financing in cash, as well as issue five-year cashless warrants exercisable at the lowest exercise price in effect at the time of issue. In addition, fees are payable for mergers, acquisitions and other M&A transactions in both cash and shares. On July 7, 2023, the Company terminated the agreement with SC, however fees payable remain in effect for 24 months after termination. In respect to the Company’s financings and acquisition activity in the fiscal year the Company accrued cash fees of $173,195 as well as stock-based consideration valued at $126,065 in the form of 5,248,344 stock purchase warrants, 167 shares of Series D Preferred stock and 667 shares of Series C Preferred Stock for total accruals of $299,260, none of which has been issued or paid as of June 30, 2024. |
| | ● | Sean Folkson has a consulting agreement entered into on February 2,
2024 and effective as of December 1, 2023 and runs through December 31, 2024. The agreement contains the potential for cash
and equity bonuses should Nightfood, Inc. achieve certain revenue milestones. The Cash Performance Bonus shall be equal to 2%
of gross Nightfood, Inc. revenues, paid quarterly. The Equity Performance Bonus shall be paid in any quarter where gross Nightfood,
Inc. revenues exceed $250,000 and shall be paid in stock equal to 10% of the gross quarterly revenues for the bonus period,
based on the average closing priced for the last 10 trading days. |
| | ● | Shares and warrants issuable for directors’ fees: As set out in Note 13 below, the Company has accrued total compensation for directors in the amount of $42,500 with respect to a total of 2,111,280 unissued shares and 100,000 unissued share purchase warrants as of the date of this report. |
| |
● |
Litigation: From time to time, we may become involved in various lawsuits and legal proceedings, which arise, in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. The Company is not aware of any such legal proceedings that we believe will have, individually or in the aggregate, a material adverse effect on our business, financial condition or operating results. |
13. Related Party Transactions
As of June 30, 2024 and June 30, 2023, related parties are due a total
of $295,510 and $101,876, respectively:
| | |
June 30,
2024 | | |
June 30,
2023 | |
| Sean Folkson consulting fees payable | |
$ | 109,000 | | |
$ | 33,000 | |
| Directors’ fees payable | |
| 57,000 | | |
| 27,000 | |
| Accrued compensation payable with shares and warrants (unissued) | |
| 42,500 | | |
| - | |
| Lei Sonny Wang consulting fees payable | |
| 35,200 | | |
| - | |
| Sean Folkson loan (principal $40,000) and interest payable | |
| 46,676 | | |
| 41,876 | |
| Lei Sonny Wang, reimbursable expenses | |
| 5,134 | | |
| - | |
| Total related party payable | |
$ | 295,510 | | |
$ | 101,876 | |
Services provided from related parties as professional fees:
| | |
Twelve Months Ended June 30, | |
| | |
2024 | | |
2023 | |
| Sean Folkson | |
$ | 100,000 | | |
$ | 72,000 | |
| Directors’ fees and compensation for non-employee directors | |
| 84,500 | | |
| 78,500 | |
| Lei Sonny Wang | |
| 50,000 | | |
| - | |
| Total fees under professional fees | |
$ | 234,500 | | |
$ | 150,500 | |
On February 2, 2024, Sean Folkson resigned as
chief executive officer of NGTF and Lei Sonny Wang was appointed Chief Executive Officer and a director.
Agreements with Mr. Folkson
Sean Folkson has a consulting agreement (the “Consulting Agreement”)
entered into on February 2, 2024 and effective as of December 1, 2023 and runs through December 31, 2024 Pursuant to the Consulting Agreement,
Mr. Folkson will (1) continue to serve as a director of NGTF, subject to shareholder approval, for no less than the company’s first
twelve (12) months on the NASDAQ Capital Market should a successful uplisting occur, during which time both NGTF and its board of directors
(the “Board”) will use its best effort to maintain Mr. Folkson’s directorship and (2) will serve as president of Nightfood,
Inc. until December 31, 2024, which may date be extended. Mr. Folkson will receive cash and equity compensation as a director commensurate
with the compensation received by other directors. Unless either party provides the other written notice at least 45 days before the end
of the Consulting Agreement’s term of its intention to terminate, then the Consulting Agreement will renew automatically for one-year
terms. The Consulting Agreement can be terminated for cause without notice. Upon termination of the Consulting Agreement for any reason,
Mr. Folkson will receive NGTF common stock with a market value equal to $125,000 based on the average closing price for the last
10 trading days, which stock will be deemed fully earned as of the termination. Additionally, if the Consulting Agreement is terminated
prior to December 31, 2024, then Mr. Folkson will be entitled to continue to receive his Base Salary from the termination date until December
31, 2024. If Mr. Folkson is removed as a director of NGTF earlier than one year after NGTF’s successful uplist to any national securities
exchange, then he will receive NGTF common stock with a market value equal to $500,000 based on the average closing price for the
last 10 trading days, which stock will be deemed fully earned on the date he was removed from the Board.
In exchange for his services, Mr. Folkson will
receive a minimum annual salary of $120,000 (“Base Salary”), payable monthly. Mr. Folkson will be paid $6,000 per
month of his Base Salary until NGTF completes a capital raise of not less than $1,000,000 or Nightfood, Inc. develops a monthly positive
cash flow greater than $10,000 (the “Financial Conditions”). Until the Financial Conditions are met, any unpaid portion
of the Base Salary will accrue. Nightfood, Inc. and NGTF have agreed that the entirety of the Base Salary will accrue between December
1, 2023 and February 29, 2024. The payments of $6,000 will begin on March 1, 2024. Upon meeting the Financial Conditions or successfully
uplisting to NASDAQ, the parties will create a payment schedule to ensure payment of the full salary and accrued income within three to
nine months, including $57,000 in consulting fees owed to Mr. Folkson as of November 1, 2023 pursuant to a consulting agreement dated
December 27, 2021 between Mr. Folkson and NGTF. Mr. Folkson will be entitled to cash and equity bonuses based on certain conditions, beginning
with the three-month period ending March 31, 2024 and quarterly thereafter. The cash bonus will equal 2% of Nightfood, Inc.’s
revenues, including royalties, during the quarterly period, which will be paid no later than 15 days after the close of the quarterly
period to which it relates. The equity bonus will be paid in any quarter where gross Nightfood, Inc. revenues exceed $250,000, commencing
with the three-month period ending March 31, 2024 and quarterly thereafter. The equity bonus will be paid in NGTF common stock with a
market value equal to 10% of gross quarterly revenues for the applicable period, based on the average closing price for the last
10 trading days. Such stock shall be deemed fully earned as of the last day of the applicable quarter and issued within 30 days of the
end of the quarter. The cash and equity bonuses will be paid during the term of the Consulting Agreement and for 36 months afterward.
Should NGTF sell all shares of Nightfood, Inc., its business, or any rights to any other party to manufacture, market, and distribute
products under the Nightfood brand name, then Mr. Folkson will receive a cash bonus equal to 2% of the sale price and/or any royalties
earned by NGTF or Nightfood, Inc. payable by NGTF in cash or as a percentage of any securities received and an equity bonus equal to 10%
of the sale price and/or any royalties earned by NGTF or Nightfood, Inc. payable by NGTF in cash or as a percentage of any securities
received (the “Sale Bonus”). The Sale Bonus will be paid with respect to any transaction during the term of the Consulting
Agreement or that is consummated within 36 months thereafter.
Agreements with Mr. Wang
In connection with Mr. Lei Sonny Wang’s appointment as chief
executive officer, NGTF and Mr. Wang entered into an employment agreement effective as of February 2, 2024 (the “Employment Agreement”).
Pursuant to the Employment Agreement, Mr. Wang will serve his initial term beginning February 2, 2024 (the “Effective Date”)
ending on the earlier of (i) the one-year anniversary of the Effective Date or (ii) the termination of the Employment Agreement (the “Initial
Term”). The Initial Term will be automatically extended for additional one-year terms (each a “Renewal Term”), unless
NGTF or Mr. Wang provides the other with notice, at least 30 days prior to the expiration of the current term, of its desire not to renew
the Employment Agreement. For his services, Mr. Wang will receive an annual base salary of $120,000, payable monthly beginning on the
Effective Date. Until NGTF completes an additional two mergers and a capital raise in excess of $1,000,000 gross proceeds, or NGTF
has financial capabilities to support the Base Salary, Mr. Wang will be paid $6,000 per month of the Base Salary, and the unpaid
portion of the Base Salary will accrue.
The Employment Agreement may be terminated with
or without cause by NGTF and may be terminated with or without good reason by Mr. Wang. If NGTF terminates the agreement for cause, then
NGTF will (i) pay Mr. Wang any unpaid Base Salary, benefits and any unreimbursed expenses within 10 days after the termination date; (ii)
any unvested portion of equity granted to Mr. Wang through any agreement, including restricted stock awards, will be automatically forfeited;
and (iii) both parties’ rights and obligations will cease, other than rights or obligations that arose prior to the termination
date or in connection with the termination. If NGTF terminates the agreement without cause, then NGTF will (i) pay Mr. Wang any Base Salary
or other amounts accrued and any unreimbursed expenses incurred within 10 days following the termination date; (ii) pay Mr. Wang a lump
sum equal to the Base Salary that would have been paid to Mr. Wang for the remainder of the Initial Term or Renewal Term within 10 days
of the termination; (iii) any grant of equity made to Mr. Wang, to the extent not vested, will automatically vest; and (iv) both parties’
rights and obligations will cease, other than rights or obligations that arose prior to the termination date or in connection with the
termination. Should Mr. Wang terminate the Employment Agreement with good reason, then he will be entitled to the benefits payable to
him as if the Employment Agreement had been terminated without cause. If Mr. Wang terminates the Employment Agreement without good reason,
then he will be entitled to the benefits payable to him as if the Employment Agreement had been terminated with cause.
With regards to intellectual property, Mr. Wang
has agreed that any work product resulting from the Employment Agreement will be the sole and exclusive property of NGTF and has irrevocably
assigned all right, title and interest worldwide in and to any work product to NGTF. NGTF may also sublicense any work product resulting
from the Employment Agreement.
14. Income Tax
A reconciliation of the statutory income tax rates
and the Company’s effective tax rate is as follows:
| | |
June 30, | |
| | |
2024 | | |
2023 | |
| Statutory U.S. federal rate | |
| (21.00 | )% | |
| (21.00 | )% |
| State income taxes (net of federal tax benefit) | |
| (6.50 | )% | |
| (6.50 | )% |
| Permanent differences | |
| 20.6 | % | |
| 11.9 | % |
| Valuation allowance | |
| (35.1 | )% | |
| (26.4 | )% |
| | |
| 0.0 | % | |
| 0.0 | % |
The tax effects of the temporary differences and carry forwards that
give rise to deferred tax assets consist of the following:
| | |
June 30, | |
| | |
2024 | | |
2023 | |
| Deferred tax assets: | |
| | |
| |
| Net operating loss carry-forwards | |
$ | 5,825,004 | | |
$ | 4,960,443 | |
| | |
| | | |
| | |
| Valuation allowance | |
| (5,825,004 | ) | |
| (4,960,443 | ) |
| Net deferred tax asset | |
$ | - | | |
$ | - | |
At June 30, 2024 the Company had estimated U.S.
federal net operating losses of approximately $26,590,000, for income tax purposes. $2,614,000 will expire between 2031 and
2037 while the balance of the tax operating loss can be carried forward indefinitely, they are limited in any single year to 80%
of taxable income. For financial reporting purposes, the entire amount of the net deferred tax assets has been offset by a valuation allowance
due to uncertainty regarding the realization of the assets. The net change in the total valuation allowance for the year ended June 30,
2024 was an increase of $1,100,000. The Company follows FASC 740-10-25 P which requires a company to evaluate whether a tax position taken
by the company will “more likely than not” be sustained upon examination by the appropriate tax authority. The Company has
analyzed filing positions in all of the federal and state jurisdictions where it is required to file income tax returns, as well as all
open tax years in these jurisdictions. The Company believes that its income tax filing positions and deductions would be sustained on
audit and does not anticipate any adjustments that would result in a material change to its financial position. Therefore, no reserves
for uncertain income tax positions have been recorded.
The Company may not be able to utilize the net
operating loss carryforwards for its US income taxes in future periods should it experience a change in ownership as defined in Section
382 of the Internal Revenue Code (“IRC”). Under section 382, should the Company experience a more than 50% change
in its ownership over a 3 year period, the Company would be limited based on a formula as defined in the IRC to the amount per year it
could utilize in that year of the net operating loss carryforwards.
As of June 30, 2024 and 2023 the Company had not
performed an analysis to determine if the Company was subject to the provisions of Section 382. The Company is subject to U.S. federal
income tax including state and local jurisdictions. Currently, no federal or state income tax returns are under examination by the respective
taxing jurisdictions.
The Company’s accounting policy is to recognize
interest and penalties related to uncertain tax positions in income tax expense. The Company has not accrued interest for any periods.
The Company has not filed its federal and state
income tax returns for the fiscal years ended June 30, 2024, 2023, 2022, 2021, 2020, 2019, 2018, 2017, and 2016, however it believes due
to the reported losses there is no material liability outstanding.
15. Restatement of Fiscal Year 2023 Financial Statements
During the current year ended June 30, 2024, management
identified a number of transactions that appeared to have been processed incorrectly in the prior fiscal period ended June 30, 2023. The
impact of these transactions spanned various accounting topics, but were predominantly related to (1) insufficient impairment testing
and provisions for impairment relative to inventory as of the year ended June 30, 2023, resulting in an overstatement of inventory as
of the original report date, (2) timing of recognition of liabilities upon default of certain promissory notes in accordance with certain
financing agreements resulting in an understatement of certain liabilities, and (3) certain other posting errors impacting cash, accounts
receivable and accounts payable. In assessing whether the identified adjustments should be processed as prior period errors or recognized
in the current period, management considered whether the facts that gave rise to the adjustments existed in prior years, or whether those
events only arose due to information that came to light in the current year. The 2023 consolidated Annual Financial Statements and the
consolidated statement of financial position as at June 30, 2023 have been restated to correct the prior period errors. A brief explanation
of errors is provided below, following which an analysis is included of the financial impact on the affected financial statement line
items:
CONSOLIDATED BALANCE SHEETS
| | |
June 30,
2023
(as reported) | | |
Adjustment | | |
Note | | |
June 30,
2023
Restated | |
| ASSETS | |
| | |
| | |
| | |
| |
| Current assets | |
| | |
| | |
| | |
| |
| Cash and cash equivalents | |
$ | 44,187 | | |
$ | 9,162 | | |
| (1) | | |
$ | 53,349 | |
| Accounts receivable | |
| 33,396 | | |
| (4,061 | ) | |
| (1) | | |
| 29,335 | |
| Inventory | |
| 276,202 | | |
| (276,202 | ) | |
| (2) | | |
| - | |
| Other current assets | |
| 92,726 | | |
| - | | |
| | | |
| 92,726 | |
| Total current assets | |
| 446,511 | | |
| (271,101 | ) | |
| | | |
| 175,410 | |
| | |
| | | |
| | | |
| | | |
| | |
| Total assets | |
$ | 446,511 | | |
$ | (271,101 | ) | |
| | | |
$ | 175,410 | |
| | |
| | | |
| | | |
| | | |
| | |
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |
| | | |
| | | |
| | | |
| | |
| | |
| | | |
| | | |
| | | |
| | |
| Current liabilities | |
| | | |
| | | |
| | | |
| | |
| Accounts payable and accrued liabilities | |
| 604,516 | | |
| (10,086 | ) | |
| (1) | | |
| 594,430 | |
| Accounts payable and accrued liabilities - related party | |
| 101,876 | | |
| - | | |
| | | |
| 101,876 | |
| Convertible notes payable - net of discounts | |
| 1,491,719 | | |
| 57,647 | | |
| (3) | | |
| 1,549,366 | |
| Total current liabilities | |
| 2,198,111 | | |
| 47,561 | | |
| | | |
| 2,245,672 | |
| | |
| | | |
| | | |
| | | |
| | |
| Total liabilities | |
| 2,198,111 | | |
| 47,561 | | |
| | | |
| 2,245,672 | |
| | |
| | | |
| | | |
| | | |
| | |
| Stockholders’ equity (deficit) | |
| | | |
| | | |
| | | |
| | |
| Series A Stock, $0.001 par value, 1,000,000 shares authorized 1,000 issued and outstanding as of June 30, 2023 | |
| 1 | | |
| - | | |
| | | |
| 1 | |
| Series B Stock, $0.001 par value, 5,000 shares authorized 1,950 issued and outstanding as of June 30, 2023 | |
| 2 | | |
| | | |
| | | |
| 2 | |
| Common stock, $0.001 par value, 200,000,000 shares authorized 123,587,968 issued and outstanding as of June 30, 2023 | |
| 123,588 | | |
| - | | |
| | | |
| 123,588 | |
| Additional paid in capital | |
| 33,112,935 | | |
| - | | |
| | | |
| 33,112,935 | |
| Accumulated deficit | |
| (34,988,126 | ) | |
| (318,662 | ) | |
| (1)~(3) | | |
| (35,306,788 | ) |
| Total Stockholders’ Equity (Deficit) | |
| (1,751,600 | ) | |
| (318,662 | ) | |
| | | |
| (2,070,262 | ) |
| Total Liabilities and Stockholders’ Equity (Deficit) | |
$ | 446,511 | | |
$ | (271,101 | ) | |
| | | |
$ | 175,410 | |
CONSOLIDATED STATEMENTS OF OPERATIONS
| | |
June 30,
2023
(As reported) | | |
Adjustment | | |
| | |
June 30,
2023
Restated | |
| Revenues, net of slotting and promotion | |
$ | 133,406 | | |
$ | - | | |
| | | |
$ | 133,406 | |
| | |
| | | |
| | | |
| | | |
| | |
| Operating expenses | |
| | | |
| | | |
| | | |
| | |
| Cost of product sold | |
| 279,277 | | |
| (1,434 | ) | |
| (1) | | |
| 277,843 | |
| Advertising and promotional | |
| 166,656 | | |
| (21,797 | ) | |
| (1) | | |
| 144,859 | |
| Selling, general and administrative expense | |
| 542,803 | | |
| 295,610 | | |
| (2) | | |
| 838,413 | |
| Professional fees | |
| 954,918 | | |
| (13,678 | ) | |
| (1) | | |
| 941,240 | |
| Total operating expenses | |
| 1,943,654 | | |
| 258,701 | | |
| | | |
| 2,202,355 | |
| | |
| | | |
| | | |
| | | |
| | |
| Loss from operations | |
| (1,810,198 | ) | |
| (258,701 | ) | |
| | | |
| (2,068,949 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Other income (expense) | |
| | | |
| | | |
| | | |
| | |
| Interest expense - debt | |
| (170,505 | ) | |
| (2,264 | ) | |
| (1) | | |
| (172,769 | ) |
| Interest expense – financing cost | |
| (2,141,626 | ) | |
| (57,647 | ) | |
| (3) | | |
| (2,199,273 | ) |
| Amortization of debt discount | |
| (1,265,893 | ) | |
| - | | |
| | | |
| (1,265,893 | ) |
| Gain (loss) on debt extinguishment | |
| (361,500 | ) | |
| - | | |
| | | |
| (361,500 | ) |
| Total other income (expense) | |
| (3,939,524 | ) | |
| (59,911 | ) | |
| | | |
| (3,999,435 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Net (loss) | |
$ | (5,749,722 | ) | |
$ | (318,612 | ) | |
| | | |
$ | (6,068,384 | ) |
Adjustments
The following is a description
of the areas in which the errors were identified and for which we made correcting adjustments to our June 30, 2023 Consolidated Financial
Statements. The associated income tax expense or benefit has also been corrected.
16. Subsequent Events
On July 22, 2024, the Company and Fourth Man,
LLC (“Noteholder”) entered into a letter agreement to amend that certain promissory note in the principal amount of $65,000
issued on June 29, 2023, as amended February 1, 2024 (“Note”) and that certain promissory note in the principal amount of
$60,000 issued on August 28, 2023, as amended February 1, 2024 (“Subsequent Note”, together with the Note, the “Notes”)
issued by the Company to the Noteholder, effective as of July 23, 2024.
During the period beginning on July 23, 2024,
and continuing through the new maturity date of January 23, 2025, the amendment removed the right to the adjustment to the conversion
price of the Notes to the price per share specified in Section 3.21 of the Notes. In exchange for the amendments under the letter agreement,
the Company agreed to increase the total outstanding principal and accrued interest of the Notes and to issue 1,667 shares of Series D
Preferred Stock of the Company to the Noteholder.
On September 10, 2024, the Company announced the
closing of its strategic all-stock acquisition of SWC Group Inc., doing business as CarryoutSupplies.com (“CarryOut”). CarryOut
is a leading wholesaler and distributor of custom takeout packaging for the foodservice industry, with traditional, biodegradable and
compostable options. Subsequently, on December 10, 2024 the Company, Future Hospitality Ventures Holdings, Inc., SWC Group, Inc., and
Sugarmade, Inc. entered into and amendment (the “Amendment”) which modified certain terms of the Share Exchange Agreement
dated September 4, 2024 (the “Agreement”). The Amendment modifies the method for calculating the number of shares to be issued
under the Agreement. Under the revised terms, the share issuance will be determined based on the 90-day Volume Weighted Average Price
(VWAP) of the Company’s common stock as of December 4, 2024. As of the date of this report the transaction had not yet closed.
On September 23, 2024, we raised additional gross
proceeds, net of original issuance discount, of $335,750 through the issuance of secured notes payable
On October 1, 2024 the Company announced that
it has signed a Letter of Intent (LOI) to acquire Stratford Education Group Inc., doing business as the Los Angeles Cooking School. The
Company’s relationship with Stratford at this time is that of a joint venture and the acquisition is now anticipated to complete
in the second half of calendar 2025 to allow time for some financial and operational restructuring within Stratford prior to acquisition.
On November 27, 2024, the Board of Directors accepted
the resignations of Dr. Thanuja Hamilton and Ms. Nisa Amoils from the Board, effective immediately.
Subsequent to the year ended June 30, 2024 Company issued 50,000 shares
of its common stock as part of a debt settlement arrangement with a vendor.
The Company has evaluated events for the period
through the date of the issuance of these financial statements and determined that there are no additional events requiring disclosure.
Item 9. Changes In and Disagreements with Accountants
on Accounting and Financial Disclosure.
On April 12, 2024, the
Company dismissed GreenGrowth CPAs Inc. (“GreenGrowth”) as its independent registered public accountancy firm, and engaged
Fruci & Associates II, PLLC as the Company’s new independent registered public accounting firm.
The board of directors
of the Company, acting as the audit committee, approved the decision to change the Company’s independent accountants.
For the period from engagement with GreenGrowth on November 7, 2023
through April 12, 2024, the Company had no disagreements with GreenGrowth (as defined in Item 304(a)(1)(iv) of Regulation S-K and the
related instructions to Item 304 of Regulation S-K) on any matter of accounting principles or practices, financial statement disclosure
or auditing scope or procedures. GreenGrowth did not issue any reports with respect to the fiscal year end for the Company as of April
12, 2024.
During the two most recent
fiscal quarters and through April 12, 2024, the Company did not experience any reportable events (as defined in Item 304(a)(1)(v) of Regulation
S-K), except that management of the Company discussed with GreenGrowth the continued existence of material weaknesses in the Company’s
internal control over financial reporting.
During the Company’s
fiscal year ending June 30, 2023 and 2022, respectively, and through April 12, 2024, neither the Company nor anyone on the Company’s
behalf consulted with GreenGrowth regarding any of the following:
(i) either the application
of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered
on the Company’s financial statements, and neither a written report nor oral advice was provided to the Company that GreenGrowth
concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting
issue; or
(ii) any matter that
was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304
of Regulation S-K) or a reportable event (as defined in Item 304(a)(1)(v) of Regulation S-K).
Item 9A. Controls and Procedures.
The term disclosure controls and procedures means
controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the
reports that it files or submits under the Exchange Act (15 U.S.C. 78a, et seq. ) is recorded, processed, summarized
and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include,
without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that
it files or submits under the Exchange Act is accumulated and communicated to the issuer’s Chief Executive Officer (principal executive
officer and principal financial officer), or persons performing similar functions, as appropriate to allow timely decisions regarding
required disclosure.
The term internal control over financial
reporting is defined as a process designed by, or under the supervision of, the issuer’s Chief Executive Officer, or persons performing
similar functions, and effected by the issuer’s board of directors, management and other personnel, to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with
generally accepted accounting principles and includes those policies and procedures that:
| |
● |
Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the issuer; |
| |
● |
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the issuer are being made only in accordance with authorizations of management and directors of the issuer; and |
| |
● |
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the issuer’s assets that could have a material effect on the financial statements. |
Our Chief Executive Officer does not expect that
our disclosure controls and procedures or our internal controls over financial reporting will prevent all error and all fraud. A control
system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control
system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of
controls must be considered relative to their costs. Because of inherent limitations in all control systems, internal control over financial
reporting may not prevent or detect misstatements, and no evaluation of controls can provide absolute assurance that all control issues
and instances of fraud, if any, within the registrant have been detected. Also, projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.
Evaluation of Disclosure Controls and Procedures.
Our Chief Executive Officer is responsible for establishing and maintaining adequate internal control over financial reporting as defined
in Rule 13a-15(f) under the Exchange Act. Our internal control over financial reporting is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with
accounting principles generally accepted in the United States. We carried out an evaluation, under the supervision and with the participation
of our Chief Executive Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end
of the period covered by this report. Based on that evaluation, our chief executive officer concluded that our disclosure controls and
procedures were not effective at June 30, 2024 due to the lack of full-time accounting and management personnel, and personnel with advanced
knowledge of financial accounting. We will consider hiring additional employees when we obtain sufficient capital.
Management’s Annual Report on Internal Control over Financial
Reporting. Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal
control over financial reporting has been designed to provide reasonable assurance regarding the reliability of financial reporting and
the preparation of financial statements for external purposes in accordance with U.S. GAAP.
Our internal control over financial reporting
includes policies and procedures that pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect
transactions and dispositions of our assets; provide reasonable assurance that transactions are recorded as necessary to permit preparation
of financial statements in accordance with U.S. GAAP, and that receipts and expenditures are being made only in accordance with authorization
of our management and directors; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition,
use or disposition of our assets that could have a material effect on our financial statements.
Because of its inherent limitations, internal
control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can
provide only reasonable assurance with respect to financial statement preparation and presentation. Projections of any evaluation of effectiveness
to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate.
Our management assessed the effectiveness of our internal control over
financial reporting at June 30, 2024. In making this assessment, management used the criteria set forth by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework. Based on that assessment under those criteria,
our management has determined that, at June 30, 2024, our internal control over financial reporting was not effective due to a lack of
resources. In addition to those deficiencies noted above, management identified material weaknesses in our internal control over financial
reporting for the fiscal year ended June 30, 2024 included an inability to complete a timely closing of financial reports, including gathering
of the underlying data to create such reports, ineffective policies with respect to closing procedure and a lack of independent oversight
with respect to our closing process.
This Annual Report does not include an attestation
report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not
subject to attestation by our registered public accounting firm pursuant to the exemption provided to issuers that are not “large
accelerated filers” nor “accelerated filers” under the Dodd-Frank Wall Street Reform and Consumer Protection Act.
Changes in Internal Controls over Financial Reporting. There were no
changes in the internal controls over our financial reporting that occurred during the period covered by this report that have materially
affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information
On November 27, 2024, the Board of Directors accepted
the resignations of Dr. Thanuja Hamilton and Ms. Nisa Amoils from the Board, effective immediately. The resignations were submitted to
facilitate the allocation of two Board seats to SWC Group, Inc. (“SWC”) in connection with the Company’s recent acquisition
of SWC. Neither Dr. Hamilton nor Ms. Amoils resigned due to any disagreement with the Company on any matter relating to its operations,
policies, or practices.
On September 23, 2024, the Company entered into
a Senior Secured Promissory Note (the “Mast Hill Note”) with Mast Hill. Under the terms of the Mast Hill Note, the Company
received $402,050.00 in proceeds, which includes an original issue discount of $70,950.00, bringing the total principal amount to $473,000.00.
The Mast Hill Note accrues interest at an annual rate of fifteen percent (15%), with a maturity date of September 23, 2025.
The Mast Hill Note includes a conversion feature
whereby the principal amount and any accrued interest (including default interest, if applicable) may be converted into shares of the
Company’s Common Stock at a conversion price of $0.033 per share, subject to adjustment as specified in the Mast Hill Note. Should
any amount under the Mast Hill Note remain unpaid after the maturity date or upon a default, the Mast Hill Note stipulates a default interest
rate of the lesser of twenty-four percent (24%) per annum or the maximum amount permitted by law. Interest, including any potential default
interest, is calculated based on a 365-day year and actual days elapsed.
Item 9C. Disclosure Regarding Foreign Jurisdictions
that Prevent Inspections.
Not applicable.
PART III.
Item 10. Directors, Executive Officers and
Corporate Governance.
The following table sets
forth the name, age and position of each of our executive officers and directors as of the date of this report:
| Name |
|
Age |
|
Position |
| Lei Sonny Wang |
|
45 |
|
Director, CEO, President, Secretary, Treasurer |
| Sean Folkson |
|
55 |
|
Director |
| Thomas Morse |
|
55 |
|
Director |
Background of Executive Officers
and Directors
Lei Sonny Wang
Lei Sonny Wang, 44, founded and has served as
chief executive officer of Future Hospitality Ventures Holdings Inc., a service robots distribution company to address operational inefficiencies
in the hospitality industry, since October 28, 2023. On October 17, 2017, Mr. Wang established, and acted as executive director of, Intelligent
Ventures Group Inc., which specializes in scaling and reviving California’s early-stage and distressed small businesses through
turnkey management. On March 1, 2019, Mr. Wang joined Tri Cascade Inc. as the Executive Director of Business Development, an early-stage
IoT device manufacturing and smart device development company focusing on deploying Outdoor Air Quality Monitor applications to address
high-density urban air population concerns. On March 2, 2020, Mr. Wang joined Komfort IQ as the Chief Revenue Officer, an IoT startup
enhancing energy efficiency in commercial office spaces by up to 60%. On January 5, 2022, Mr. Wang joined Retrofitek Inc., a startup distribution
company innovating in the HVAC sector with energy-saving coating technologies, as the interim CEO. Mr. Wang studied Political Science
at the University of California, Santa Barbara, and obtained degrees in Consumer Behavior and Business Administration from the University
of North Texas. Mr. Wang’s history in managing, launching, and growing companies that address critical challenges uniquely positions
him as a qualified board member. NGTF believes that Mr. Wang’s strategic vision, combined with his operational experience, will
contribute to creative problem-solving, business development, fundraising, and overall management.
Sean Folkson
Sean Folkson was elected president, CEO and a
director upon formation of the Company. Sean Folkson has been CEO and President of our subsidiary Nightfood, Inc., a New York
corporation, since its formation in January 2010. From 2004 to 2009 he served as president of Specialty Equipment Direct, Inc. which is
an online marketer of flooring maintenance equipment which he founded. In 1998 he founded AffiliatePros.com, Inc., a company engaged in
assisting its clients with internet marketing which operated through 2008. Mr. Folkson received a B.A. in Business Administration with
a concentration in marketing from S.U.N.Y Albany in 1991.
Thomas Morse
Mr. Morse was appointed as a director on August
16, 2021. Mr. Morse was co-founder and original President of 5-Hour Energy (Living Essentials, LLC) Mr. Morse has served as the manager
of Liquid OTC LLC (doing business as LOL), a company specializing in functional candy and oral care products, since January 2011. In addition,
he has served since August 2005 as the manager of Alina Healthcare Products, LLC, a consumer-packaged goods development and distribution
company. From July 2014 through October 2019, Mr. Morse was the Founder and CEO of Strategy & Execution Inc., a consumer-packaged
goods development and distribution company. From May 1999 through December 2005, Mr. Morse served as the President of Living Essentials
LLC, the parent company of both 5-Hour Energy and Chaser. He was responsible for the development and launch of those brands, including
implementation of sales & marketing strategies to build brands in new categories, the national retail rollout of the product lines,
and the recruitment and development of the core management team. He holds a B.A. from Michigan State University with a major in accounting/business.
The Company believes that Mr. Morse is qualified as a Board member of the Company because of his management, marketing and business development
skills in the consumer goods industry, and his experience as founder of 5-Hour Energy.
Term and Family Relationships
Our directors currently have terms which will
end at our next annual meeting of the stockholders or until successors are elected and qualify, subject to their prior death, resignation
or removal. Officers serve at the discretion of the Board of Directors.
No family relationships exist among our officers, directors and
consultants.
Legal Proceedings
To the best of our knowledge, no officer, director, or persons nominated
for these positions, and no promoter or significant employee of our corporation has been involved in legal proceedings that would be material
to an evaluation of our management.
Code of Ethics
We have determined that due to our early stage of development and our
small size, the present adoption of a code of ethics is not appropriate. If we grow we will adopt a suitable code of ethics.
CORPORATE GOVERNANCE
Board of Directors
During the fiscal year ended June 30, 2024, Mr. Lei Sonny Wang was
appointed to our Board of Directors.
On November 27, 2024, the Board of Directors accepted the resignations
of Dr. Thanuja Hamilton and Ms. Nisa Amoils from the Board, effective immediately. The resignations were submitted to facilitate the allocation
of two Board seats to SWC Group, Inc. (“SWC”) in connection with the Company’s recent acquisition of SWC. Neither Dr.
Hamilton nor Ms. Amoils resigned due to any disagreement with the Company on any matter relating to its operations, policies, or practices.
Committees
Our board of directors does not currently have an audit committee,
compensation committee or nominating and corporate governance committee.
The board of directors does not have an audit committee financial expert.
The board of directors has not yet recruited an audit committee financial expert to join the board of directors.
Director Independence
We use the definition of “independence” of The NASDAQ Stock
Market to make this determination. NASDAQ Listing Rule 5605(a)(2) provides that an “independent director” is a person other
than an officer or employee of the company or any other individual having a relationship, which, in the opinion of the Company’s
Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. The NASDAQ listing
rules provide that a director cannot be considered independent if:
| ● | The director is, or at any time during the past three years
was, an employee of the company; |
| ● | The director or a family member of the director accepted
any compensation from the company in excess of $120,000 during any period of twelve consecutive months within the three years preceding
the independence determination (subject to certain exclusions, including, among other things, compensation for board or board committee
service); |
| ● | The director or a family member of the director is, or at
any time during the past three years was, an executive officer of the company; |
| ● | The director or a family member of the director is a partner
in, controlling stockholder of, or an executive officer of an entity to which the company made, or from which the company received, payments
in the current or any of the past three fiscal years that exceed 5% of the recipient’s consolidated gross revenue for that year
or $200,000, whichever is greater (subject to certain exclusions); |
| ● | The director or a family member of the director is employed
as an executive officer of an entity where, at any time during the past three years, any of the executive officers of the company served
on the compensation committee of such other entity; or |
| ● | The director or a family member of the director is a current
partner of the company’s outside auditor, or at any time during the past three years was a partner or employee of the company’s
outside auditor, and who worked on the company’s audit. |
Under such definitions, as of June 30, 2024, Ms.
Amoils, Dr. Hamilton and Mr. Morse were considered independent directors.
Section 16(a) Beneficial Ownership of Reporting Compliance
Section 16(a) of the Securities Exchange Act requires officers and
directors, and persons who beneficially own more than ten (10%) percent of a class of equity securities registered pursuant to Section
12 of the Exchange Act, to file reports of ownership and changes in ownership with the Securities and Exchange Commission and the principal
exchange upon which such securities are traded or quoted. Reporting Persons are also required to furnish copies of such reports filed
pursuant to Section 16(a) of the Exchange Act with the Company.
Since the Company does not have securities registered under Section
12 of the Exchange Act, its directors and officers are not required to file Form 4 reports.
ITEM 11. EXECUTIVE COMPENSATION
Summary Compensation Table
The following table sets forth the cash and non-cash annual remuneration
of our executive officers during our past two fiscal years:
| Name and Principal Position | |
Year(1) | | |
Fees earned or paid in cash | | |
Bonus | | |
Stock
Awards | | |
Option
Awards | | |
Non-Equity
Incentive
Plan
Compensation | | |
Nonqualified
Deferred
Compensation
Earnings | | |
All Other
Compensation | | |
Total | |
| Sean Folkson,(2) | |
| 2024 | | |
$ | 100,000 | | |
$ | 0 | | |
$ | 0 | | |
$ | 0 | | |
$ | 0 | | |
$ | 0 | | |
$ | 0 | | |
$ | 100,000 | |
| Former CEO & Director | |
| 2023 | | |
$ | 72,000 | | |
$ | 0 | | |
$ | 0 | | |
$ | 0 | | |
$ | 0 | | |
$ | 0 | | |
$ | 4,800 | | |
$ | 76,800 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Lei Sonny Wang | |
| 2024 | | |
$ | 50,000 | | |
$ | 0 | | |
$ | 0 | | |
$ | 0 | | |
$ | 0 | | |
$ | 0 | | |
$ | 0 | | |
$ | 50,000 | |
| CEO(3) and Director | |
| 2023 | | |
$ | 0 | | |
$ | 0 | | |
$ | 0 | | |
$ | 0 | | |
$ | 0 | | |
$ | 0 | | |
$ | 0 | | |
$ | 0 | |
| (1) |
“2024” represents the fiscal year ended June 30, 2024 and “2023” represents the fiscal year ended June 30, 2023. |
| (2) |
For the fiscal year ended June 30, 2023, Mr. Folkson invoiced $72,000 in cash compensation. On February 4, 2023 Mr. Folkson received a stock purchase warrant for the purchase of 400,000 shares at $0.30 for a term of one year valued at $4,800 which expired unexercised. On February 2, 2024 Mr. Folkson resigned as CEO. During the fiscal year ended June 30, 2024, Mr. Folkson invoiced cash compensation of $100,000. |
| |
|
| (3) |
Lei Sonny Wang was appointed CEO and director on February 2, 2024. Mr. Wang invoiced $50,000 as consulting fees for fiscal 2024. |
Outstanding Equity Awards
No grants of stock options or stock awards were made during the fiscal
year ended June 30, 2023 and 2024 to our named executive officers other than stock awards as set out below under “Director Compensation”.
We have no stock options outstanding.
Long Term Incentive Plans
There are no arrangements or plans in which we provide pension, retirement
or similar benefits for directors or executive officers. We do not have any material bonus or profit-sharing plans pursuant to which cash
or non-cash compensation is or may be paid to our directors or executive officers.
Director Compensation
Starting in Fiscal Year 2022, we commenced paying
our independent directors a cash fee of $3,000 on a quarterly basis. In addition, upon their appointment, each of our independent directors
is entitled to an annual grant of either restricted stock or warrants to purchase common stock, based on the closing price of our common
stock on the date of the grant. Accordingly, our independent directors were granted different amounts of securities depending on when
they were appointed due to fluctuations in our stock price.
The following table below sets forth the compensation earned by our
directors a for service on our Board of Directors during the years ended June 30, 2024 and 2023:
| Name | |
Fees earned
or paid in
cash
$ | | |
Stock
Awards
$ | | |
Option
Award
$ | | |
Non-Equity
Incentive
Plan
Compensation
$ | | |
Nonqualified
Deferred
Compensation
Earnings
$ | | |
All Other
Compensation
$ | | |
Total
$ | |
| 2024 | |
| | |
| | |
| | |
| | |
| | |
| | |
| |
| Thanuja Hamilton, MD(5) | |
| 12,000 | | |
| 16,000 | (1) | |
| – | | |
| – | | |
| – | | |
| – | | |
| 28,000 | |
| Nisa Amoils(5) | |
| 12,000 | | |
| – | | |
| – | | |
| – | | |
| – | | |
| 2,500 | (2) | |
| 14,500 | |
| Thomas Morse | |
| 12,000 | | |
| 16,000 | (1) | |
| – | | |
| – | | |
| – | | |
| – | | |
| 28,000 | |
| Sean Folkson | |
| 6,000 | | |
| 8,000 | (1) | |
| – | | |
| – | | |
| – | | |
| – | | |
| 14,000 | |
| 2023 | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Thanuja Hamilton, MD(5) | |
| 12,000 | | |
| 14,640 | (4) | |
| – | | |
| – | | |
| – | | |
| – | | |
| 26,640 | |
| Nisa Amoils(5) | |
| 12,000 | | |
| – | | |
| – | | |
| – | | |
| – | | |
| 10,500 | (3) | |
| 22,500 | |
| Thomas Morse | |
| 12,000 | | |
| 14,962 | (4) | |
| – | | |
| – | | |
| – | | |
| – | | |
| 26,962 | |
| (1) | Represents cash value of unissued stock awards
under terms of agreement for annual service as a director. Refer to ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDER MATTERS |
| (2) | Represents fair value of 100,000 5-year warrants issued October 1,
2023 which vest quarterly through June 30, 2024 and are exercisable at $0.0425 per share |
| (3) | Represents fair value of 100,000 5-year warrants issued October 1,
2022 which vest quarterly through June 30, 2023 and are exercisable at $0.1250 per share |
| (4) | Fair market value of common shares issued for $16,000 in stock awards issued for service in fiscal 2023 |
| |
(5) |
Resigned effective November 27, 2024. |
Employment/Consulting
Agreements
Folkson
On February 2, 2024, Mr. Folkson, NGTF and Nightfood,
Inc. entered into a consulting agreement (the “Consulting Agreement”). Pursuant to the Consulting Agreement, Mr. Folkson will
(1) continue to serve as a director of NGTF, subject to shareholder approval, for no less than the company’s first twelve (12) months
on the NASDAQ Capital Market should a successful uplisting occur, during which time both NGTF and its board of directors will use its
best effort to maintain Mr. Folkson’s directorship and (2) will serve as president of Nightfood, Inc. until December 31, 2024, which
may date be extended. Mr. Folkson will receive cash and equity compensation as a director commensurate with the compensation received
by other directors. Unless either party provides the other written notice at least 45 days before the end of the Consulting Agreement’s
term of its intention to terminate, then the Consulting Agreement will renew automatically for one-year terms. The Consulting Agreement
can be terminated for cause without notice. Upon termination of the Consulting Agreement for any reason, Mr. Folkson will receive NGTF
common stock with a market value equal to $125,000 based on the average closing price for the last 10 trading days, which stock will
be deemed fully earned as of the termination. Additionally, if the Consulting Agreement is terminated prior to December 31, 2024, then
Mr. Folkson will be entitled to continue to receive his Base Salary from the termination date until December 31, 2024. If Mr. Folkson
is removed as a director of NGTF earlier than one year after NGTF’s successful uplist to any national securities exchange, then
he will receive NGTF common stock with a market value equal to $500,000 based on the average closing price for the last 10 trading
days, which stock will be deemed fully earned on the date he was removed from the Board.
In exchange for his services, Mr. Folkson will
receive a minimum annual salary of $120,000, payable monthly. Mr. Folkson will be paid $6,000 per month of his Base Salary until
NGTF completes a capital raise of not less than $1,000,000 or Nightfood, Inc. develops a monthly positive cash flow greater than
$10,000. Until the Financial Conditions are met, any unpaid portion of the Base Salary will accrue. Nightfood, Inc. and NGTF have agreed
that the entirety of the Base Salary will accrue between December 1, 2023 and February 29, 2024. The payments of $6,000 will begin
on March 1, 2024. Upon meeting the Financial Conditions or successfully uplisting to NASDAQ, the parties will create a payment schedule
to ensure payment of the full salary and accrued income within three to nine months, including $57,000 in consulting fees owed to
Mr. Folkson as of November 1, 2023 pursuant to a consulting agreement dated December 27, 2021 between Mr. Folkson and NGTF. Mr. Folkson
will be entitled to cash and equity bonuses based on certain conditions, beginning with the three-month period ending March 31, 2024 and
quarterly thereafter. The cash bonus will equal 2% of Nightfood, Inc.’s revenues, including royalties, during the quarterly
period, which will be paid no later than 15 days after the close of the quarterly period to which it relates. The equity bonus will be
paid in any quarter where gross Nightfood, Inc. revenues exceed $250,000, commencing with the three-month period ending March 31, 2024
and quarterly thereafter. The equity bonus will be paid in NGTF common stock with a market value equal to 10% of gross quarterly
revenues for the applicable period, based on the average closing price for the last 10 trading days. Such stock shall be deemed fully
earned as of the last day of the applicable quarter and issued within 30 days of the end of the quarter. The cash and equity bonuses will
be paid during the term of the Consulting Agreement and for 36 months afterward. Should NGTF sell all shares of Nightfood, Inc., its business,
or any rights to any other party to manufacture, market, and distribute products under the Nightfood brand name, then Mr. Folkson will
receive a cash bonus equal to 2% of the sale price and/or any royalties earned by NGTF or Nightfood, Inc. payable by NGTF in cash
or as a percentage of any securities received and an equity bonus equal to 10% of the sale price and/or any royalties earned by NGTF
or Nightfood, Inc. payable by NGTF in cash or as a percentage of any securities received (the “Sale Bonus”). The Sale Bonus
will be paid with respect to any transaction during the term of the Consulting Agreement or that is consummated within 36 months thereafter.
Wang
In connection with Mr. Lei Sonny Wang’s
appointment as chief executive officer, NGTF and Mr. Wang entered into an employment agreement effective as of February 2, 2024. Pursuant
to the Employment Agreement, Mr. Wang will serve his initial term beginning February 2, 2024 (the “Effective Date”) ending
on the earlier of (i) the one year anniversary of the Effective Date or (ii) the termination of the Employment Agreement. The Initial
Term will be automatically extended for additional one-year terms, unless NGTF or Mr. Wang provides the other with notice, at least 30
days prior to the expiration of the current term, of its desire not to renew the Employment Agreement. For his services, Mr. Wang will
receive an annual base salary of $120,000, payable monthly beginning on the Effective Date. Until NGTF completes an additional two mergers
and a capital raise in excess of $1,000,000 gross proceeds, or NGTF has financial capabilities to support the Base Salary, Mr. Wang
will be paid $6,000 per month of the Base Salary, and the unpaid portion of the Base Salary will accrue.
The Employment Agreement may be terminated with
or without cause by NGTF and may be terminated with or without good reason by Mr. Wang. If NGTF terminates the agreement for cause, then
NGTF will (i) pay Mr. Wang any unpaid Base Salary, benefits and any unreimbursed expenses within 10 days after the termination date; (ii)
any unvested portion of equity granted to Mr. Wang through any agreement, including restricted stock awards, will be automatically forfeited;
and (iii) both parties’ rights and obligations will cease, other than rights or obligations that arose prior to the termination
date or in connection with the termination. If NGTF terminates the agreement without cause, then NGTF will (i) pay Mr. Wang any Base Salary
or other amounts accrued and any unreimbursed expenses incurred within 10 days following the termination date; (ii) pay Mr. Wang a lump
sum equal to the Base Salary that would have been paid to Mr. Wang for the remainder of the Initial Term or Renewal Term within 10 days
of the termination; (iii) any grant of equity made to Mr. Wang, to the extent not vested, will automatically vest; and (iv) both parties’
rights and obligations will cease, other than rights or obligations that arose prior to the termination date or in connection with the
termination. Should Mr. Wang terminate the Employment Agreement with good reason, then he will be entitled to the benefits payable to
him as if the Employment Agreement had been terminated without cause. If Mr. Wang terminates the Employment Agreement without good reason,
then he will be entitled to the benefits payable to him as if the Employment Agreement had been terminated with cause.
With regards to intellectual property, Mr. Wang
has agreed that any work product resulting from the Employment Agreement will be the sole and exclusive property of NGTF and has irrevocably
assigned all right, title and interest worldwide in and to any work product to NGTF. NGTF may also sublicense any work product resulting
from the Employment Agreement.
Termination of Employment
Other than disclosed
herein, there are no compensatory plans or arrangements, including payments to be received from the Company, with respect to any person
named in the Summary Compensation Table set forth above that would in any way result in payments to any such person because of his or
her resignation, retirement or other termination of such person’s employment with us.
Limits on Liability
and Indemnification
We provide directors
and officers insurance for our current directors and officers.
Our by-laws provide that
our company shall indemnify its officers and directors to the fullest extent allowed by law for any liability including reasonable costs
of defense arising out of any act or omission of any officer or director on behalf of the company to the full extent allowed by the laws
of the State of Nevada and any amendment to Nevada law, whether effected by the Nevada Revised Statutes or judicial decision or otherwise,
which allows for further indemnification of officers or directors after the date of our by-laws automatically adopted by our company without
further act. Insofar as indemnification for liabilities under the Securities Act may be permitted to our directors, officers, and controlling
persons under the foregoing provisions or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act of 1933 and is therefore unenforceable.
Family Relationships
There are no family relationships among any
of our executive officers or directors.
Board Composition
Our business and affairs are managed under the direction of our board
of directors, one of whom is considered independent. Our current directors will continue to serve as directors until their resignation,
removal or successor is duly elected.
Involvement in Certain
Legal Proceedings
As of the filing of this
Annual Report on Form 10-K, there are no legal proceedings, and during the past ten years there have been no legal proceedings, that are
material to an evaluation of the ability or integrity of any of our directors, director nominees or executive officers.
Committees of Our
Board of Directors
Our board of directors
has not established any committees. We do not currently have an audit committee.
Code of Business Conduct
and Ethics
We have not yet adopted
a Code of Business Conduct and Ethics.
Risk and Compensation
Policies
We have analyzed our
compensation programs and policies to determine whether those programs and policies are reasonably likely to have a material adverse effect
on us.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The information in the following table sets forth the beneficial ownership
of our shares of common stock as of December 27, 2024 by: (i) our officers and directors; (ii) all officers and directors as a group;
(iii) each shareholder who beneficially owns more than 5% of any class of our voting securities, including those shares subject to outstanding
options.
The number of shares beneficially owned by each person, director, director
nominee, or named executive officer is determined under rules of the SEC; this information is not necessarily indicative of beneficial
ownership for any other purpose. Under these rules, beneficial ownership includes any shares for which the individual has sole or shared
voting power or investment power and also any shares with respect to which the person has the right to acquire sole or shared voting or
investment power on or before February 25, 2025 (60 days after December 27, 2024) through the conversion of shares of convertible preferred
stock or the exercise of any stock option, warrant or other right. The percentage of common stock beneficially owned is based on 128,957,407
shares issued and outstanding as of December 27, 2024. Unless we indicate otherwise, each person has sole investment and/or voting power
with respect to the shares set forth in the following tables.
Unless otherwise indicated, the address for each person listed below
is:
c/o Nightfood Holdings, Inc.,
520 White Plains Road – Suite 500,
Tarrytown, NY 10691.
| Title of Class | |
Name and address of owner | |
Amount
owned | | |
Percent of
class | |
| | |
| |
| | |
| |
| Series A Preferred | |
Sonny Lei Want | |
| 1,000 | (1) | |
| | |
| | |
| |
| | | |
| | |
| Common | |
Sean Folkson | |
| 17,270,087 | (2) | |
| 13.40 | % |
| Common | |
Tom Morse | |
| 1,110,349 | (3) | |
| * | |
| | |
All officers and directors as a group (3 persons) | |
| 18,380,436 | | |
| 14.25 | % |
| (1) |
Shares of Series A Preferred Stock have a number of votes equal to
(i) the number of votes then held or entitled to be made by all other equity securities of NGTF plus (ii) one (1). Excluded from
total for common stock owned by officers and directors as a group. |
| (2) |
Includes 493,443 shares with respect to director’s services in fiscal 2024 which are issuable but remain unissued as of report date. |
Changes in Control
Our management is not aware of any arrangements which may result in
“changes in control” as that term is defined by the provisions of Item 403(c) of Regulation S-K other than as set out below
in Item 13 - Transactions with Related Parties, where Mr. Lei Sonny Wang, became the Company’s controlling shareholder as a result
of a transaction whereunder our former controlling shareholder, Mr. Sean Folkson, transferred 1,000 shares of the Company’s Series
Super Voting A Preferred stock to Mr. Wang concurrent with the Company’s acquisition of Future Hospitality Ventures Holdings Inc.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR
INDEPENDENCE
We consider “related party transactions” to be transactions
between our Company and (i) a director, officer, director nominee or beneficial owner of greater than five percent of our stock; (ii)
the spouse, parents, children, siblings or in-laws of any person named in (i); or (iii) an entity in which one of our directors or officers
is also a director or officer or has a material financial interest.
Our Board of Directors is vested with the responsibility of evaluating
and approving any potential related party transaction, unless a special committee consisting solely of independent directors is appointed
by the Board of Directors. We do not have any formal policies or procedures for related party transactions.
Director Independence
We have two independent directors, Dr. Thanuja
Hamilton and Thomas Morse.
Transactions with Related Parties
On January 22, 2024, the Company, Future Hospitality
Ventures Holdings Inc., a Nevada corporation, Sean Folkson as the holder of all issued and outstanding Series A Preferred Stock of NGTF
(the “NGTF Series A Shareholder”) and Lei Sonny Wang, the sole shareholder of FHVH (the “FHVH Shareholder”) entered
into a share exchange agreement (the “Exchange Agreement”) whereby NGTF agreed to acquire FHVH through a share exchange (the
“Exchange”) whereby FHVH became a wholly-owned subsidiary of NGTF.
Pursuant to the Exchange Agreement, the FHVH Shareholder
exchanged all 1,000 shares of common stock, $0.001 par value per share, of FHVH (the “FHVH Common Stock”) owned
by him to NGTF for: (i) all 1,000 issued and outstanding shares of NGTF’s Series Super Voting A Preferred Stock held by
the NGTF Series A Shareholder, and (ii) an aggregate of 13,333 newly issued shares of NGTF’s Series C Convertible Preferred
Stock, each of which shall convert into 6,000 shares of common stock at $0.025 per share (the “Series C Preferred
Stock”, and together with the Series A Super Voting Preferred Stock, the “NGTF Exchange Shares”). In addition, the conversion
terms of the Super Voting A Preferred Stock were concurrently amended by replacing Section 1 to alter the voting structure of the Series
A Preferred Stock. Pursuant to the Amended Series A Certificate of Designation, the shares of Series A Preferred Stock will have a number
of votes equal to (i) the number of votes then held or entitled to be made by all other equity securities of NGTF plus (ii) one (1).
The Exchange Agreement was subject to certain
closing conditions and contained customary representations, warranties and covenants. The consummation of the Exchange was conditioned
upon, among other things: Sean Folkson resigning as the Chief Executive Officer of NGTF, continuing to serve as the President of Nightfood,
Inc. through December 31, 2024, which may be extended, and continuing to serve as a director of NGTF through, at a minimum, the company’s
first twelve (12) months on the NASDAQ Capital Market should a successful uplisting occur; and the appointment of Lei Sonny Wang as a
director and Chief Executive Officer of NGTF. The parties at the time of the transaction were considered arm’s length and the exchange
agreement was valued at fair market value at the time of the transaction.
The total consideration for the transaction is
valued at $1,304,437 and aforementioned agreements closed on February 2, 2024.
Sean Folkson has a consulting agreement entered into on February 2,
2024 and effective as of December 1, 2023 and runs through December 31, 2024. The agreement contains the potential for cash
and equity bonuses should Nightfood, Inc. achieve certain revenue milestones. The Cash Performance Bonus shall be equal to 2%
of gross Nightfood, Inc. revenues, paid quarterly. The Equity Performance Bonus shall be paid in any quarter where gross Nightfood,
Inc. revenues exceed $250,000 and shall be paid in stock equal to 10% of the gross quarterly revenues for the bonus period,
based on the average closing priced for the last 10 trading days.
On February 2, 2024, Mr. Folkson, NGTF and Nightfood,
Inc. entered into a consulting agreement (the “Consulting Agreement”). Pursuant to the Consulting Agreement, Mr. Folkson will
(1) continue to serve as a director of NGTF, subject to shareholder approval, for no less than the company’s first twelve (12) months
on the NASDAQ Capital Market should a successful uplisting occur, during which time both NGTF and its board of directors will use its
best effort to maintain Mr. Folkson’s directorship and (2) will serve as president of Nightfood, Inc. until December 31, 2024, which
may date be extended. Mr. Folkson will receive cash and equity compensation as a director commensurate with the compensation received
by other directors. Unless either party provides the other written notice at least 45 days before the end of the Consulting Agreement’s
term of its intention to terminate, then the Consulting Agreement will renew automatically for one-year terms. The Consulting Agreement
can be terminated for cause without notice. Upon termination of the Consulting Agreement for any reason, Mr. Folkson will receive NGTF
common stock with a market value equal to $125,000 based on the average closing price for the last 10 trading days, which stock will
be deemed fully earned as of the termination. Additionally, if the Consulting Agreement is terminated prior to December 31, 2024, then
Mr. Folkson will be entitled to continue to receive his Base Salary from the termination date until December 31, 2024. If Mr. Folkson
is removed as a director of NGTF earlier than one year after NGTF’s successful uplist to any national securities exchange, then
he will receive NGTF common stock with a market value equal to $500,000 based on the average closing price for the last 10 trading
days, which stock will be deemed fully earned on the date he was removed from the Board.
In exchange for his services, Mr. Folkson will
receive a minimum annual salary of $120,000, payable monthly. Mr. Folkson will be paid $6,000 per month of his Base Salary until
NGTF completes a capital raise of not less than $1,000,000 or Nightfood, Inc. develops a monthly positive cash flow greater than
$10,000. Until the Financial Conditions are met, any unpaid portion of the Base Salary will accrue. Nightfood, Inc. and NGTF have agreed
that the entirety of the Base Salary will accrue between December 1, 2023 and February 29, 2024. The payments of $6,000 will begin
on March 1, 2024. Upon meeting the Financial Conditions or successfully uplisting to NASDAQ, the parties will create a payment schedule
to ensure payment of the full salary and accrued income within three to nine months, including $57,000 in consulting fees owed to
Mr. Folkson as of November 1, 2023 pursuant to a consulting agreement dated December 27, 2021 between Mr. Folkson and NGTF. Mr. Folkson
will be entitled to cash and equity bonuses based on certain conditions, beginning with the three-month period ending March 31, 2024 and
quarterly thereafter. The cash bonus will equal 2% of Nightfood, Inc.’s revenues, including royalties, during the quarterly
period, which will be paid no later than 15 days after the close of the quarterly period to which it relates. The equity bonus will be
paid in any quarter where gross Nightfood, Inc. revenues exceed $250,000, commencing with the three-month period ending March 31, 2024
and quarterly thereafter. The equity bonus will be paid in NGTF common stock with a market value equal to 10% of gross quarterly
revenues for the applicable period, based on the average closing price for the last 10 trading days. Such stock shall be deemed fully
earned as of the last day of the applicable quarter and issued within 30 days of the end of the quarter. The cash and equity bonuses will
be paid during the term of the Consulting Agreement and for 36 months afterward. Should NGTF sell all shares of Nightfood, Inc., its business,
or any rights to any other party to manufacture, market, and distribute products under the Nightfood brand name, then Mr. Folkson will
receive a cash bonus equal to 2% of the sale price and/or any royalties earned by NGTF or Nightfood, Inc. payable by NGTF in cash
or as a percentage of any securities received and an equity bonus equal to 10% of the sale price and/or any royalties earned by NGTF
or Nightfood, Inc. payable by NGTF in cash or as a percentage of any securities received (the “Sale Bonus”). The Sale Bonus
will be paid with respect to any transaction during the term of the Consulting Agreement or that is consummated within 36 months thereafter.
In connection with Mr. Lei Sonny Wang’s
appointment as chief executive officer, NGTF and Mr. Wang entered into an employment agreement effective as of February 2, 2024. Pursuant
to the Employment Agreement, Mr. Wang will serve his initial term beginning February 2, 2024 (the “Effective Date”) ending
on the earlier of (i) the one year anniversary of the Effective Date or (ii) the termination of the Employment Agreement. The Initial
Term will be automatically extended for additional one-year terms, unless NGTF or Mr. Wang provides the other with notice, at least 30
days prior to the expiration of the current term, of its desire not to renew the Employment Agreement. For his services, Mr. Wang will
receive an annual base salary of $120,000, payable monthly beginning on the Effective Date. Until NGTF completes an additional two mergers
and a capital raise in excess of $1,000,000 gross proceeds, or NGTF has financial capabilities to support the Base Salary, Mr. Wang
will be paid $6,000 per month of the Base Salary, and the unpaid portion of the Base Salary will accrue.
The Employment Agreement may be terminated with
or without cause by NGTF and may be terminated with or without good reason by Mr. Wang. If NGTF terminates the agreement for cause, then
NGTF will (i) pay Mr. Wang any unpaid Base Salary, benefits and any unreimbursed expenses within 10 days after the termination date; (ii)
any unvested portion of equity granted to Mr. Wang through any agreement, including restricted stock awards, will be automatically forfeited;
and (iii) both parties’ rights and obligations will cease, other than rights or obligations that arose prior to the termination
date or in connection with the termination. If NGTF terminates the agreement without cause, then NGTF will (i) pay Mr. Wang any Base Salary
or other amounts accrued and any unreimbursed expenses incurred within 10 days following the termination date; (ii) pay Mr. Wang a lump
sum equal to the Base Salary that would have been paid to Mr. Wang for the remainder of the Initial Term or Renewal Term within 10 days
of the termination; (iii) any grant of equity made to Mr. Wang, to the extent not vested, will automatically vest; and (iv) both parties’
rights and obligations will cease, other than rights or obligations that arose prior to the termination date or in connection with the
termination. Should Mr. Wang terminate the Employment Agreement with good reason, then he will be entitled to the benefits payable to
him as if the Employment Agreement had been terminated without cause. If Mr. Wang terminates the Employment Agreement without good reason,
then he will be entitled to the benefits payable to him as if the Employment Agreement had been terminated with cause.
Other than the above transactions, there have been no related party
transactions, or any other transactions or relationships required to be disclosed pursuant to Item 404 Regulation S-K. The Company is
currently not a subsidiary of any company.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
Prior Audit Firm
On October 11, 2023, Nightfood Holdings, Inc.
was informed that our independent registered accounting firm since April 2022, Gries & Associates, LLC (“Gries”) had sold
its business to GreenGrowth CPAs.
On November 7, 2023, the Company engaged and executed
an agreement with GreenGrowth, as the Company’s new independent accountant to replace Gries.
On April 12, 2024, the Company terminated GreenGrowth
as the Company’s auditor.
Current Audit Firm
On April 12, 2024, the
Company engaged Fruci & Associates II, PLLC (“Fruci”) to serve as our independent registered public accounting firm for
the fiscal year ending June 30, 2024. Fruci has served as our independent registered public accounting firm since April 12, 2024.
Fees Billed to the
Company in fiscal year 2024 and 2023
The following table sets
forth the fees billed to us by our principal auditor, Fruci, and our former principal auditor, for professional services rendered during
the fiscal year ended June 30, 2024, and our former principal auditors, Gries & Associates, LLC and Greengrowth CPA’s for
professional services rendered during the fiscal years ended June 30, 2023:
| | |
June 30,
2024 | | |
June 30,
2023 | |
| Audit fees(1) | |
$ | 57,000 | | |
$ | 35,000 | |
| Audit related fees(2) | |
| - | | |
| - | |
| Tax fees(3) | |
| - | | |
| - | |
| All other fees | |
| - | | |
| - | |
| Total fees | |
$ | 57,000 | | |
$ | 35,000 | |
| (1) |
Audit Fees — Audit fees consist of fees billed for the audit of our annual financial statements and the review of the interim consolidated financial statements. |
| (2) |
Audit-Related Fees — These consisted principally of the aggregate fees related to audits that are not included Audit Fees. |
| (3) |
Tax Fees — Tax fees consist of aggregate fees for tax compliance and tax advice, including the review and preparation of our tax returns. |
PART IV.
ITEM 15. EXHIBIT AND FINANCIAL STATEMENT
SCHEDULES
(a) Financial Statements
Our financial statements as set forth in the Index
to Consolidated Financial Statements attached hereto commencing on page F-1 are hereby incorporated by reference.
(b) Exhibits
The following exhibits, which are numbered in accordance with Item
601 of Regulation S-K, are filed herewith or, as noted, incorporated by reference herein.
EXHIBIT INDEX
| Exhibit |
|
Exhibit Description |
| |
|
|
| 3.1 |
|
Articles of Incorporation (Incorporated by reference to Exhibit 3.1 to the Registrant’s Registration Statement on Form S-1 (333-193347) filed with the Commission on January 13, 2014) |
| 3.2 |
|
Articles of Amendment (Incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on September 20, 2017) |
| 3.3 |
|
Bylaws (Incorporated by reference to Exhibit 3.2 to the Registrant’s Registration Statement on Form S-1 (333-193347) filed with the Commission on January 13, 2014) |
| 3.4 |
|
Certificate of Designation – Series A Preferred Stock (Incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on July 17, 2018 ) |
| 3.5 |
|
Certificate of Designation – Series B Preferred Stock (Incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on April 23, 2021) |
| 3.6 |
|
Amendment to the Certificate of Designation of Preferences, Rights and Limitations of Series A Super Voting Preferred Stock(incorporated by reference to Exhibit 3.1 on the Registrant’s Current Report on Form 8-K/A filed with the Commission on January 31, 2024) |
| 3.7 |
|
Certificate of Designation of Preferences, Rights and Limitations of Series C Convertible Preferred Stock(incorporated by reference to Exhibit 3.2 on the Registrant’s Current Report on Form 8-K/A filed with the Commission on January 31, 2024) |
| 3.8 |
|
Amendment to the Certificate of Designation of Preferences, Rights and Limitations of Series C Convertible Preferred Stock(incorporated by reference to Exhibit 3.1 on the Registrant’s Current Report on Form 8-K/A filed with the Commission on March 19, 2024) |
| 3.9 |
|
Certificate of Designation of Preferences, Rights and Limitations of Series D Convertible Preferred Stock(incorporated by reference to Exhibit 3.2 on the Registrant’s Current Report on Form 8-K/A filed with the Commission on March 19, 2024) |
| 4.1 |
|
Common Stock Purchase Warrant issued to Fourth Man, LLC dated as of June 29, 2023 (Incorporated by reference to Exhibit 10.47 on the Registrant’s Annual Report on Form 10-K filed with the Commission on October 13, 2023). |
| 4.2 |
|
Common Stock Purchase Warrant issued to Fourth Man, LLC dated as of August 28, 2023 (Incorporated by reference to Exhibit 10.52 on the Registrant’s Annual Report on Form 10-K filed with the Commission on October 13, 2023). |
| 4.3 |
|
Warrants issued to J.H. Darbie & Co., Inc. dated as of June 29, 2023 (incorporated by reference to Exhibit 4.3 on the Registrant’s Quarterly Report on Form10-Q filed with the Commission on December 29, 2023) |
| 4.4 |
|
Warrants issued to J.H. Darbie & Co., Inc. dated as of August 28, 2023 (incorporated by reference to Exhibit 4.6 on the Registrant’s Quarterly Report on Form10-Q filed with the Commission on December 29, 2023) |
| 10.1 |
|
Promissory Note issued to Fourth Man, LLC dated as of June 29, 2023 (Incorporated by reference to Exhibit 10.46 on the Registrant’s Annual Report on Form 10-K filed with the Commission on October 13, 2023). |
| 10.2 |
|
Promissory Note issued to Fourth Man, LLC dated as of August 28, 2023 (Incorporated by reference to Exhibit 10.51 on the Registrant’s Annual Report on Form 10-K filed with the Commission on October 13, 2023). |
| 10.3 |
|
Securities Purchase Agreement with Mast Hill Fund, L.P. (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on November 20, 2023) |
| 10.4 |
|
Promissory Note dated with Mast Hill Fund, L.P. (Incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the Commission on November 20, 2023) |
| 10.5 |
|
Securities Purchase Agreement dated as of June 29, 2023 between the Company and Fourth Man, LLC (Incorporated by reference to Exhibit 10.45 on the Registrant’s Annual Report on Form 10-K filed with the Commission on October 13, 2023). |
| 10.6 |
|
Securities Purchase Agreement dated as of August 28, 2023 between the Company and Fourth Man, LLC (Incorporated by reference to Exhibit 10.50 on the Registrant’s Annual Report on Form 10-K filed with the Commission on October 13, 2023). |
| 10.7 |
|
Securities Purchase Agreement with Mast Hill Fund, L.P. (incorporated by reference to Exhibit 10.1 on the Registrant’s Current Report on Form 8-K filed with the Commission on December 12, 2023) |
| 10.8 |
|
Promissory Note with Mast Hill Fund, L.P. (incorporated by reference to Exhibit 10.2 on the Registrant’s Current Report on Form 8-K filed with the Commission on December 12, 2023) |
| 10.9 |
|
Share Exchange Agreement by and among Nightfood Holdings, Inc., Future Hospitality Ventures Holdings Inc., Sean Folkson as the holder of the Series A Preferred Stock of NGTF and the sole shareholder of FHVH dated January 22, 2024. (incorporated by reference to Exhibit 10.1 on the Registrant’s Current Report on Form 8-K filed with the Commission on January 26, 2024) |
| 10.10 |
|
Securities Purchase Agreement with Mast Hill Fund, L.P. (incorporated by reference to Exhibit 10.1 on the Registrant’s Current Report on Form 8-K filed with the Commission on January 29, 2024) |
| 10.11 |
|
Promissory Note dated January 24, 2024 with Mast Hill Fund, L.P. (incorporated by reference to Exhibit 10.2 on the Registrant’s Current Report on Form 8-K filed with the Commission on January 29, 2024) |
| 10.12++ |
|
Consulting Agreement between Nightfood Holdings, Inc. and Sean Folkson, dated February 2, 2024. (incorporated by reference to Exhibit 10.1 on the Registrant’s Current Report on Form 8-K filed with the Commission on February 2, 2024) |
| 10.13++ |
|
Employment Agreement between Nightfood Holdings, Inc. and Lei Sonny Wang, dated February 2, 2024. (incorporated by reference to Exhibit 10.2 on the Registrant’s Current Report on Form 8-K filed with the Commission on February 2, 2024) |
| 10.14 |
|
Letter Agreement between Fourth Man, LLC and Nightfood Holdings, Inc. dated February 1, 2024 (incorporated by reference to Exhibit 10.1 on the Registrant’s Current Report on Form 8-K filed with the Commission on March 19, 2024) |
| 10.15 |
|
Securities Purchase Agreement with Mast Hill Fund, L.P. (incorporated by reference to Exhibit 10.1 on the Registrant’s Current Report on Form 8-K filed with the Commission on March 20, 2024) |
| 10.16 |
|
Promissory Note dated March 12, 2024 with Mast Hill Fund, L.P. (incorporated by reference to Exhibit 10.2 on the Registrant’s Current Report on Form 8-K filed with the Commission on March 20, 2024) |
| 10.17 |
|
Securities Purchase Agreement with Mast Hill Fund, L.P. (incorporated by reference to Exhibit 10.1 on the Registrant’s Current Report on Form 8-K filed with the Commission on May 15, 2024) |
| 10.18 |
|
Promissory Note dated May 5, 2024 with Mast Hill Fund, L.P. (incorporated by reference to Exhibit 10.2 on the Registrant’s Current Report on Form 8-K filed with the Commission on May 15, 2024) |
| 10.19* |
|
Letter Agreement dated July 22, 2024 with Fourth Man, LLC amending the right to adjustment of the conversion price of certain promissory notes |
| 10.20 |
|
Share
Exchange Agreement dated September 4, 2024 with Nightfood Holdings, Inc., Future Hospitality Ventures Holdings Inc., SWC Group, Inc.
and Sugarmade, Inc. (incorporated by reference to the Registrant’s Current Report on Form 8-K filed with the Commission on September
10, 2024) |
| 10.21* |
|
Promissory Note dated September 23, 2024 with Mast Hill Fund, L.P |
| 10.22* |
|
Securities Purchase agreement dated September 23, 2024 with Mast Hill Fund LP |
| 10.23 |
|
First Amendment to the Share Exchange Agreement dated December 10, 2024. (incorporated by reference to the Registrant’s Current Report on Form 8-K/A filed with the Commission on December 19, 2024) |
| 16.1 |
|
Letter from GreenGrowth, CPAs (incorporated by reference to Exhibit 16.1 on the Registrant’s Current Report on Form 8-K filed with the Commission on April 22, 2024 and amended on Form 8-K/A filed with the Commission on August 1, 2024) |
| 21* |
|
List of subsidiaries |
| 31.1* |
|
Certification of the Chief Executive and Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| 32.1* |
|
Certification of the Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial Officer) pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350) |
| 101.INS* |
|
Inline XBRL Instance Document |
| 101.SCH* |
|
Inline XBRL Taxonomy Extension Schema Document |
| 101.CAL* |
|
Inline XBRL Taxonomy Extension Calculation Linkbase Document |
| 101.DEF* |
|
Inline XBRL Taxonomy Extension Definition Linkbase Document |
| 101.LAB* |
|
Inline XBRL Taxonomy Extension Label Linkbase Document |
| 101.PRE* |
|
Inline XBRL Taxonomy Extension Presentation Linkbase Document |
| 104* |
|
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
| * |
Filed herewith |
| ++ |
Indicates a management contract or compensatory plan. |
Item 16. Form 10-K Summary
None.
SIGNATURES
Pursuant to the requirements of Section 13 or
15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
| |
NIGHTFOOD HOLDINGS, INC. |
| |
|
|
| Date: December 27, 2024 |
By: |
/s/ Lei Sonny Wang |
| |
|
Lei Sonny Wang |
| |
|
Chief Executive Officer and Director |
| |
|
(Principal Executive Officer) |
| |
|
|
| Date: December 27, 2024 |
By: |
/s/ Lei Sonny Wang |
| |
|
Lei Sonny Wang |
| |
|
Chief Financial Officer |
| |
|
(Principal Financial and Accounting Officer) |
Pursuant to the requirements of the Securities
Exchange Act of 1934, this report is signed below by the following persons on behalf of the registrant and in the capacities and on the
dates indicated.
| Signature |
|
Title |
|
Date |
| |
|
|
|
|
| /s/ Lei Sonny Wang |
|
Chief Executive Officer and Director |
|
December 27, 2024 |
| Lei Sonny Wang |
|
(Principal Executive Officer) |
|
|
| |
|
|
|
|
| /s/ Lei Sonny Wang |
|
Chief Financial Officer, Treasurer and Director |
|
December 27, 2024 |
| Lei Sonny Wang |
|
(Principal Financial and Accounting Officer) |
|
|
| |
|
|
|
|
| /s/ Sean Folkson |
|
Director |
|
December 27, 2024 |
| Sean Folkson |
|
|
|
|
| |
|
|
|
|
| /s/ Thomas Morse |
|
Director |
|
December 27, 2024 |
| Thomas Morse |
|
|
|
|
31
5525
655000
false
FY
0001593001
true
NONE
0001593001
2023-07-01
2024-06-30
0001593001
2023-12-31
0001593001
2024-12-27
0001593001
2024-06-30
0001593001
2023-06-30
0001593001
us-gaap:RelatedPartyMember
2024-06-30
0001593001
us-gaap:RelatedPartyMember
2023-06-30
0001593001
us-gaap:SeriesAPreferredStockMember
2024-06-30
0001593001
us-gaap:SeriesAPreferredStockMember
2023-06-30
0001593001
us-gaap:SeriesBPreferredStockMember
2024-06-30
0001593001
us-gaap:SeriesBPreferredStockMember
2023-06-30
0001593001
us-gaap:SeriesCPreferredStockMember
2024-06-30
0001593001
us-gaap:SeriesCPreferredStockMember
2023-06-30
0001593001
us-gaap:SeriesDPreferredStockMember
2024-06-30
0001593001
us-gaap:SeriesDPreferredStockMember
2023-06-30
0001593001
2022-07-01
2023-06-30
0001593001
us-gaap:CommonStockMember
2022-06-30
0001593001
us-gaap:PreferredStockMember
2022-06-30
0001593001
us-gaap:AdditionalPaidInCapitalMember
2022-06-30
0001593001
us-gaap:RetainedEarningsMember
2022-06-30
0001593001
2022-06-30
0001593001
us-gaap:CommonStockMember
2022-07-01
2023-06-30
0001593001
us-gaap:AdditionalPaidInCapitalMember
2022-07-01
2023-06-30
0001593001
us-gaap:PreferredStockMember
2022-07-01
2023-06-30
0001593001
us-gaap:RetainedEarningsMember
2022-07-01
2023-06-30
0001593001
us-gaap:CommonStockMember
2023-06-30
0001593001
us-gaap:PreferredStockMember
2023-06-30
0001593001
us-gaap:AdditionalPaidInCapitalMember
2023-06-30
0001593001
us-gaap:RetainedEarningsMember
2023-06-30
0001593001
us-gaap:CommonStockMember
2023-07-01
2024-06-30
0001593001
us-gaap:AdditionalPaidInCapitalMember
2023-07-01
2024-06-30
0001593001
us-gaap:PreferredStockMember
2023-07-01
2024-06-30
0001593001
us-gaap:RetainedEarningsMember
2023-07-01
2024-06-30
0001593001
us-gaap:CommonStockMember
2024-06-30
0001593001
us-gaap:PreferredStockMember
2024-06-30
0001593001
us-gaap:AdditionalPaidInCapitalMember
2024-06-30
0001593001
us-gaap:RetainedEarningsMember
2024-06-30
0001593001
us-gaap:SeriesAPreferredStockMember
us-gaap:PreferredStockMember
2022-06-30
0001593001
us-gaap:SeriesBPreferredStockMember
us-gaap:PreferredStockMember
2022-06-30
0001593001
us-gaap:SeriesCPreferredStockMember
us-gaap:PreferredStockMember
2022-06-30
0001593001
us-gaap:SeriesDPreferredStockMember
us-gaap:PreferredStockMember
2022-06-30
0001593001
us-gaap:SeriesBPreferredStockMember
us-gaap:PreferredStockMember
2022-07-01
2023-06-30
0001593001
us-gaap:SeriesAPreferredStockMember
us-gaap:PreferredStockMember
2023-06-30
0001593001
us-gaap:SeriesBPreferredStockMember
us-gaap:PreferredStockMember
2023-06-30
0001593001
us-gaap:SeriesCPreferredStockMember
us-gaap:PreferredStockMember
2023-07-01
2024-06-30
0001593001
us-gaap:SeriesDPreferredStockMember
us-gaap:PreferredStockMember
2023-07-01
2024-06-30
0001593001
us-gaap:SeriesAPreferredStockMember
us-gaap:PreferredStockMember
2024-06-30
0001593001
us-gaap:SeriesBPreferredStockMember
us-gaap:PreferredStockMember
2024-06-30
0001593001
us-gaap:SeriesCPreferredStockMember
us-gaap:PreferredStockMember
2024-06-30
0001593001
us-gaap:SeriesDPreferredStockMember
us-gaap:PreferredStockMember
2024-06-30
0001593001
ngtf:GoingConcernMember
2023-07-01
2024-06-30
0001593001
us-gaap:AdvertisingMember
2024-01-01
2024-03-31
0001593001
us-gaap:AdvertisingMember
2023-01-01
2023-03-31
0001593001
2023-07-01
2024-03-31
0001593001
us-gaap:PreferredClassBMember
2023-07-01
2024-06-30
0001593001
ngtf:CustomerThreeMember
us-gaap:SalesRevenueNetMember
us-gaap:CustomerConcentrationRiskMember
2022-07-01
2023-03-31
0001593001
ngtf:CustomerFourMember
srt:MinimumMember
us-gaap:SalesRevenueNetMember
us-gaap:CustomerConcentrationRiskMember
2022-07-01
2023-03-31
0001593001
ngtf:CustomerFiveMember
srt:MaximumMember
us-gaap:SalesRevenueNetMember
us-gaap:CustomerConcentrationRiskMember
2022-07-01
2023-03-31
0001593001
us-gaap:CostOfGoodsTotalMember
us-gaap:SupplierConcentrationRiskMember
ngtf:VendorOneMember
2023-07-01
2024-06-30
0001593001
us-gaap:CostOfGoodsTotalMember
us-gaap:SupplierConcentrationRiskMember
ngtf:VendorThreeMember
2023-07-01
2024-06-30
0001593001
ngtf:CustomerOneMember
us-gaap:AccountsReceivableMember
us-gaap:CustomerConcentrationRiskMember
2023-07-01
2024-06-30
0001593001
ngtf:CustomerTwoMember
us-gaap:AccountsReceivableMember
us-gaap:CustomerConcentrationRiskMember
2023-07-01
2024-06-30
0001593001
ngtf:CustomerThreeMember
us-gaap:AccountsReceivableMember
us-gaap:CustomerConcentrationRiskMember
2023-07-01
2024-06-30
0001593001
ngtf:CustomerFourMember
us-gaap:AccountsReceivableMember
us-gaap:CustomerConcentrationRiskMember
2022-07-01
2023-06-30
0001593001
ngtf:CustomerFiveMember
us-gaap:AccountsReceivableMember
us-gaap:CustomerConcentrationRiskMember
2022-07-01
2023-06-30
0001593001
ngtf:CustomerSixMember
us-gaap:AccountsReceivableMember
us-gaap:CustomerConcentrationRiskMember
2022-07-01
2023-06-30
0001593001
ngtf:AcquisitionOfFutureHospitalityVenturesHoldingsIncMember
ngtf:FHVHCommonStockMember
2023-07-01
2024-06-30
0001593001
ngtf:AcquisitionOfFutureHospitalityVenturesHoldingsIncMember
us-gaap:SeriesAPreferredStockMember
2024-06-30
0001593001
ngtf:AcquisitionOfFutureHospitalityVenturesHoldingsIncMember
2024-06-30
0001593001
ngtf:AcquisitionOfFutureHospitalityVenturesHoldingsIncMember
us-gaap:SeriesCPreferredStockMember
2023-07-01
2024-06-30
0001593001
ngtf:AcquisitionOfFutureHospitalityVenturesHoldingsIncMember
us-gaap:SeriesCPreferredStockMember
2024-06-30
0001593001
ngtf:EstimatedFairValuesOfAcquisitionCostsMember
us-gaap:SeriesCPreferredStockMember
us-gaap:PreferredStockMember
2023-07-01
2024-06-30
0001593001
ngtf:EstimatedFairValuesOfAcquisitionCostsMember
us-gaap:SeriesAPreferredStockMember
us-gaap:PreferredStockMember
2023-07-01
2024-06-30
0001593001
ngtf:EstimatedFairValuesOfAcquisitionCostsMember
2023-07-01
2024-06-30
0001593001
ngtf:LineOfCreditOneMember
2024-06-30
0001593001
ngtf:LineOfCreditOneMember
2023-07-01
2024-06-30
0001593001
ngtf:LineOfCreditTwoMember
2024-06-30
0001593001
ngtf:LineOfCreditTwoMember
2023-07-01
2024-06-30
0001593001
ngtf:PromissoryNoteAcquisitionTarget1Member
2024-06-30
0001593001
ngtf:PromissoryNoteAcquisitionTarget2Member
2024-06-30
0001593001
ngtf:InterestReceivableUnderPromissoryNoteMember
2024-06-30
0001593001
ngtf:SecuritiesPurchaseAgreementMember
us-gaap:ConvertibleNotesPayableMember
2021-12-10
2021-12-10
0001593001
ngtf:SecuritiesPurchaseAgreementMember
us-gaap:ConvertibleNotesPayableMember
2021-12-10
0001593001
ngtf:SecuritiesPurchaseAgreementMember
us-gaap:ConvertibleNotesPayableMember
2022-12-10
0001593001
2022-12-10
0001593001
ngtf:SecuritiesPurchaseAgreementMember
2022-06-10
2022-06-10
0001593001
srt:MinimumMember
ngtf:ConvertiblePromissoryNoteAndSecurityPurchaseAgreementMember
us-gaap:ConvertibleNotesPayableMember
2024-06-30
0001593001
srt:MaximumMember
ngtf:ConvertiblePromissoryNoteAndSecurityPurchaseAgreementMember
us-gaap:ConvertibleNotesPayableMember
2024-06-30
0001593001
ngtf:ConvertiblePromissoryNoteAndSecurityPurchaseAgreementMember
us-gaap:ConvertibleNotesPayableMember
2023-07-01
2024-06-30
0001593001
ngtf:PAWarrantsMember
2024-06-30
0001593001
ngtf:PAWarrantsMember
2023-07-01
2024-06-30
0001593001
ngtf:ClarkeHoldingsLLCMember
2024-06-30
0001593001
us-gaap:RelatedPartyMember
2023-07-01
2024-06-30
0001593001
2022-09-01
2022-09-23
0001593001
ngtf:ForbearanceAndExchangeAgreementMember
2023-07-01
2024-06-30
0001593001
ngtf:ForbearanceAndExchangeAgreementMember
2024-06-30
0001593001
us-gaap:ConvertibleNotesPayableMember
2022-07-01
2023-06-30
0001593001
us-gaap:ConvertibleNotesPayableMember
2021-07-01
2022-06-30
0001593001
us-gaap:NotesPayableOtherPayablesMember
2022-09-23
0001593001
us-gaap:NotesPayableOtherPayablesMember
2022-09-01
2022-09-23
0001593001
us-gaap:CommonStockMember
us-gaap:NotesPayableOtherPayablesMember
2022-09-01
2022-09-23
0001593001
us-gaap:CommonStockMember
us-gaap:NotesPayableOtherPayablesMember
2022-09-23
0001593001
ngtf:PromissoryNotesMember
2023-07-01
2024-06-30
0001593001
ngtf:PromissoryNotesMember
2024-06-30
0001593001
ngtf:JHDarbieCoMember
ngtf:PromissoryNotesMember
2023-07-01
2024-06-30
0001593001
ngtf:JHDarbieCoMember
2024-06-30
0001593001
ngtf:SpencerClarkeLLCMember
ngtf:PromissoryNotesMember
2024-06-30
0001593001
2023-05-02
2023-05-02
0001593001
ngtf:PromissoryNotesMember
2023-05-02
0001593001
2023-05-02
0001593001
ngtf:MastHillMember
2023-02-05
0001593001
ngtf:MastHillMember
2023-02-05
2023-02-05
0001593001
2023-02-05
0001593001
2023-02-05
2023-02-05
0001593001
ngtf:PromissoryNotesMember
2023-02-05
0001593001
ngtf:MastHillMember
ngtf:JHDarbieCoMember
2023-07-01
2024-06-30
0001593001
ngtf:MastHillMember
ngtf:JHDarbieCoMember
2024-06-30
0001593001
ngtf:MastHillMember
ngtf:SpencerClarkeLLCMember
2024-06-30
0001593001
ngtf:FirstWarrantsMember
ngtf:MastHillMember
ngtf:SpencerClarkeLLCMember
2024-06-30
0001593001
srt:MinimumMember
ngtf:MastHillMember
ngtf:SpencerClarkeLLCMember
2024-06-30
0001593001
srt:MinimumMember
ngtf:FirstWarrantsMember
ngtf:MastHillMember
ngtf:SpencerClarkeLLCMember
2024-06-30
0001593001
srt:MaximumMember
ngtf:MastHillMember
ngtf:SpencerClarkeLLCMember
2024-06-30
0001593001
srt:MaximumMember
ngtf:FirstWarrantsMember
ngtf:MastHillMember
ngtf:SpencerClarkeLLCMember
2024-06-30
0001593001
ngtf:MastHillMember
2023-02-28
0001593001
2023-02-01
2023-02-28
0001593001
ngtf:MastHillMember
2023-02-28
0001593001
2023-03-24
0001593001
2023-03-01
2023-03-24
0001593001
ngtf:MastHillMember
2023-03-24
0001593001
ngtf:JHDarbieCoMember
ngtf:WarrantsMember
2023-07-01
2024-06-30
0001593001
ngtf:JHDarbieCoMember
2023-07-01
2024-06-30
0001593001
ngtf:SpencerClarkeLLCMember
2023-07-01
2024-06-30
0001593001
ngtf:SpencerClarkeLLCMember
2024-06-30
0001593001
srt:MinimumMember
ngtf:SpencerClarkeLLCMember
2023-07-01
2024-06-30
0001593001
srt:MinimumMember
ngtf:SpencerClarkeLLCMember
2024-06-30
0001593001
srt:MaximumMember
ngtf:SpencerClarkeLLCMember
2023-07-01
2024-06-30
0001593001
srt:MaximumMember
ngtf:SpencerClarkeLLCMember
2024-06-30
0001593001
ngtf:DebtholderConvertedMember
2024-06-20
2024-06-20
0001593001
2024-06-20
2024-06-20
0001593001
2024-06-20
0001593001
2023-04-17
0001593001
2023-04-01
2023-04-17
0001593001
ngtf:MastHillMember
2023-04-17
0001593001
ngtf:JHDarbieCoMember
us-gaap:NotesPayableOtherPayablesMember
2023-07-01
2024-06-30
0001593001
us-gaap:CommonStockMember
2024-06-30
0001593001
ngtf:SpencerClarkeLLCMember
2024-06-30
0001593001
us-gaap:WarrantMember
ngtf:SpencerClarkeLLCMember
2023-07-01
2024-06-30
0001593001
us-gaap:WarrantMember
ngtf:MastHillMember
2024-06-30
0001593001
srt:MinimumMember
us-gaap:WarrantMember
ngtf:SpencerClarkeLLCMember
2023-07-01
2024-06-30
0001593001
srt:MaximumMember
us-gaap:WarrantMember
ngtf:SpencerClarkeLLCMember
2023-07-01
2024-06-30
0001593001
srt:MaximumMember
us-gaap:WarrantMember
ngtf:SpencerClarkeLLCMember
2024-06-30
0001593001
2023-02-28
0001593001
ngtf:JHDarbieCoIncMember
us-gaap:NotesPayableOtherPayablesMember
2023-07-01
2024-06-30
0001593001
ngtf:SpencerClarkeLLCMember
2023-07-01
2024-06-30
0001593001
us-gaap:WarrantMember
2024-06-30
0001593001
ngtf:MastHillMember
2024-06-30
0001593001
us-gaap:WarrantMember
ngtf:SpencerClarkeLLCMember
2023-07-01
2024-06-30
0001593001
srt:MaximumMember
us-gaap:WarrantMember
2024-06-30
0001593001
srt:MinimumMember
ngtf:WarrantsMember
ngtf:SpencerClarkeLLCMember
2023-07-01
2024-06-30
0001593001
srt:MinimumMember
us-gaap:WarrantMember
2024-06-30
0001593001
srt:MaximumMember
us-gaap:WarrantMember
ngtf:SpencerClarkeLLCMember
2024-06-30
0001593001
2023-06-01
0001593001
2023-06-01
2023-06-01
0001593001
ngtf:JHDarbieCoIncMember
2024-06-30
0001593001
2023-10-06
0001593001
2023-10-06
2023-10-06
0001593001
ngtf:PromissoryNotesMember
2023-10-06
2023-10-06
0001593001
ngtf:PromissoryNotesMember
2023-10-06
0001593001
2023-11-17
0001593001
2023-11-01
2023-11-17
0001593001
2023-12-06
0001593001
2023-12-06
2023-12-06
0001593001
2024-01-24
0001593001
2024-01-24
2024-01-24
0001593001
2024-03-13
0001593001
2024-03-13
2024-03-13
0001593001
2024-05-09
0001593001
2024-05-09
2024-05-09
0001593001
ngtf:PromissoryNotesMember
2024-05-09
0001593001
ngtf:MastHillMember
2024-05-09
0001593001
ngtf:FourthManLLCMember
2023-06-29
0001593001
2023-06-29
2023-06-29
0001593001
2023-06-29
0001593001
ngtf:FourthManLLCMember
2023-06-29
2023-06-29
0001593001
ngtf:JHDarbieCoIncMember
2023-07-01
2024-06-30
0001593001
us-gaap:WarrantMember
2023-07-01
2024-06-30
0001593001
us-gaap:WarrantMember
ngtf:SpencerClarkeLLCMember
2024-06-30
0001593001
ngtf:FourthManLLCPromissoryNotesMember
2023-08-28
0001593001
ngtf:FourthManLLCPromissoryNotesMember
2023-08-28
2023-08-28
0001593001
2023-08-28
2023-08-28
0001593001
ngtf:FourthManLLCPromissoryNotesMember
2023-08-28
0001593001
ngtf:FourthManLLCPromissoryNotesMember
2023-08-01
2023-08-28
0001593001
ngtf:FourthManLLCPromissoryNotesMember
2023-07-01
2024-06-30
0001593001
ngtf:FourthManLLCPromissoryNotesMember
2023-07-01
2024-06-30
0001593001
ngtf:FourthManLLCPromissoryNotesMember
2024-06-30
0001593001
2024-02-01
2024-02-01
0001593001
ngtf:PromissoryNotesMember
2024-02-01
2024-02-01
0001593001
ngtf:PromissoryNotesMember
2024-02-01
0001593001
ngtf:AmendmentToFourthManPromissoryNotesMember
us-gaap:SeriesDPreferredStockMember
2024-02-01
0001593001
ngtf:PrincipalMember
2021-06-30
0001593001
ngtf:StockSettledDebtMember
2021-06-30
0001593001
ngtf:DebtDiscountMember
2021-06-30
0001593001
ngtf:NetValueMember
2021-06-30
0001593001
ngtf:PrincipalMember
2021-07-01
2022-06-30
0001593001
ngtf:NetValueMember
2021-07-01
2022-06-30
0001593001
ngtf:DebtDiscountMember
2021-07-01
2022-06-30
0001593001
ngtf:StockSettledDebtMember
2021-07-01
2022-06-30
0001593001
srt:MaximumMember
ngtf:NetValueMember
2022-06-30
0001593001
srt:MinimumMember
ngtf:NetValueMember
2022-06-30
0001593001
ngtf:PrincipalMember
2022-06-30
0001593001
ngtf:StockSettledDebtMember
2022-06-30
0001593001
ngtf:DebtDiscountMember
2022-06-30
0001593001
ngtf:NetValueMember
2022-06-30
0001593001
ngtf:CashRepaymentMember
ngtf:PrincipalMember
2022-07-01
2023-06-30
0001593001
ngtf:CashRepaymentMember
ngtf:NetValueMember
2022-07-01
2023-06-30
0001593001
ngtf:StockSettledDebtMember
2022-07-01
2023-06-30
0001593001
ngtf:NetValueMember
2022-07-01
2023-06-30
0001593001
ngtf:DebtDiscountMember
2022-07-01
2023-06-30
0001593001
ngtf:PrincipalMember
2022-07-01
2023-06-30
0001593001
ngtf:PrincipalMember
2023-06-30
0001593001
ngtf:StockSettledDebtMember
2023-06-30
0001593001
ngtf:DebtDiscountMember
2023-06-30
0001593001
ngtf:NetValueMember
2023-06-30
0001593001
ngtf:FourthManLLCPromissoryNotesMember
2022-07-01
2023-12-31
0001593001
ngtf:PromissoryNotesMember
2023-07-01
2024-06-30
0001593001
ngtf:PrincipalMember
2022-06-30
0001593001
ngtf:DebtDiscountMember
2022-06-30
0001593001
ngtf:NetValueMember
2022-06-30
0001593001
ngtf:PrincipalMember
2023-06-30
0001593001
ngtf:NetValueMember
2023-06-30
0001593001
ngtf:PrincipalMember
2022-07-01
2023-06-30
0001593001
ngtf:NetValueMember
2022-07-01
2023-06-30
0001593001
ngtf:DebtDiscountMember
2022-07-01
2023-06-30
0001593001
ngtf:DebtDiscountMember
2023-06-30
0001593001
ngtf:PrincipalMember
2024-06-30
0001593001
ngtf:NetValueMember
2024-06-30
0001593001
ngtf:PrincipalMember
2023-07-01
2024-06-30
0001593001
ngtf:NetValueMember
2023-07-01
2024-06-30
0001593001
ngtf:DebtDiscountMember
2023-07-01
2024-06-30
0001593001
ngtf:DebtDiscountMember
2024-06-30
0001593001
2022-10-24
2022-10-24
0001593001
us-gaap:CommonStockMember
2024-06-30
0001593001
us-gaap:CommonStockMember
2023-06-30
0001593001
us-gaap:CommonStockMember
2023-06-30
0001593001
us-gaap:CommonStockMember
2023-07-01
2024-06-30
0001593001
us-gaap:SeriesOfIndividuallyImmaterialBusinessAcquisitionsMember
us-gaap:CommonStockMember
2023-07-01
2024-06-30
0001593001
us-gaap:SeriesOfIndividuallyImmaterialBusinessAcquisitionsMember
2023-07-01
2024-06-30
0001593001
us-gaap:PreferredStockMember
us-gaap:CommonStockMember
2023-07-01
2024-06-30
0001593001
us-gaap:CommonStockMember
2023-07-01
2024-06-30
0001593001
us-gaap:WarrantMember
2023-07-01
2024-06-30
0001593001
us-gaap:CommonStockMember
2022-07-01
2023-06-30
0001593001
us-gaap:SeriesOfIndividuallyImmaterialBusinessAcquisitionsMember
2022-07-01
2023-06-30
0001593001
ngtf:AmendedPromissoryNotesMember
2022-07-01
2023-06-30
0001593001
us-gaap:PreferredStockMember
2022-07-01
2023-06-30
0001593001
us-gaap:WarrantMember
us-gaap:SeriesAPreferredStockMember
2022-07-01
2023-06-30
0001593001
ngtf:StockPurchaseWarrantsMember
2022-07-01
2023-06-30
0001593001
us-gaap:WarrantMember
us-gaap:CommonStockMember
2022-07-01
2023-06-30
0001593001
ngtf:AmendedSeriesCCODMember
us-gaap:CommonStockMember
2022-07-01
2023-06-30
0001593001
us-gaap:SecuritiesFinancingTransactionCostMember
2022-07-01
2023-06-30
0001593001
us-gaap:WarrantMember
2022-07-01
2023-06-30
0001593001
ngtf:ReturnableWarrantsMember
us-gaap:CommonStockMember
2022-07-01
2023-06-30
0001593001
ngtf:ReturnableWarrantsMember
2022-07-01
2023-06-30
0001593001
ngtf:StockPurchaseWarrantsMember
us-gaap:CommonStockMember
2022-07-01
2023-06-30
0001593001
ngtf:StockPurchaseWarrantsMember
us-gaap:CommonStockMember
2022-07-01
2023-06-30
0001593001
us-gaap:SeriesBPreferredStockMember
2022-07-01
2023-06-30
0001593001
us-gaap:CommonStockMember
2022-07-01
2023-06-30
0001593001
us-gaap:SeriesOfIndividuallyImmaterialBusinessAcquisitionsMember
us-gaap:CommonStockMember
2022-07-01
2023-06-30
0001593001
us-gaap:WarrantMember
us-gaap:CommonStockMember
2022-07-01
2023-06-30
0001593001
us-gaap:SeriesBPreferredStockMember
us-gaap:PreferredStockMember
2024-06-30
0001593001
us-gaap:SeriesBPreferredStockMember
us-gaap:CommonStockMember
2023-06-30
0001593001
us-gaap:SeriesBPreferredStockMember
us-gaap:PreferredStockMember
2023-06-30
0001593001
ngtf:PreferredClassCMember
2024-06-30
0001593001
ngtf:PreferredClassCMember
2023-06-30
0001593001
ngtf:PreferredClassDMember
2024-06-30
0001593001
ngtf:PreferredClassDMember
2023-06-30
0001593001
ngtf:AmendedSeriesCCODMember
us-gaap:SeriesAPreferredStockMember
2024-06-30
0001593001
us-gaap:SeriesAPreferredStockMember
2023-07-01
2024-06-30
0001593001
us-gaap:SeriesBPreferredStockMember
2021-04-30
2021-04-30
0001593001
us-gaap:SeriesBPreferredStockMember
2021-04-30
0001593001
us-gaap:PreferredStockMember
us-gaap:SeriesBPreferredStockMember
2021-04-30
2021-04-30
0001593001
2021-07-01
2022-06-30
0001593001
2023-07-01
2023-12-31
0001593001
2022-07-01
2022-12-31
0001593001
us-gaap:CommonStockMember
us-gaap:SeriesBPreferredStockMember
2022-07-01
2023-06-30
0001593001
us-gaap:SeriesBPreferredStockMember
2021-07-01
2022-06-30
0001593001
us-gaap:CommonStockMember
2021-07-01
2022-06-30
0001593001
us-gaap:PreferredStockMember
us-gaap:SeriesBPreferredStockMember
2024-03-31
0001593001
us-gaap:PreferredStockMember
us-gaap:SeriesBPreferredStockMember
2023-06-30
0001593001
ngtf:SeriesCCODMember
us-gaap:SeriesCPreferredStockMember
2024-01-26
0001593001
us-gaap:SeriesCPreferredStockMember
2024-01-26
0001593001
us-gaap:SeriesOfIndividuallyImmaterialBusinessAcquisitionsMember
us-gaap:SeriesCPreferredStockMember
2024-06-30
0001593001
ngtf:SeriesDCODMember
us-gaap:SeriesDPreferredStockMember
2024-02-07
0001593001
us-gaap:SeriesDPreferredStockMember
2024-02-07
0001593001
ngtf:AmendedPromissoryNotesMember
us-gaap:SeriesDPreferredStockMember
2024-06-30
0001593001
us-gaap:SeriesBPreferredStockMember
2020-07-01
2021-06-30
0001593001
us-gaap:WarrantMember
2024-06-30
0001593001
us-gaap:CommonStockMember
2021-07-01
2022-06-30
0001593001
us-gaap:WarrantMember
2022-06-30
0001593001
us-gaap:ConvertibleNotesPayableMember
2022-06-30
0001593001
ngtf:PlacementAgentMember
2022-06-30
0001593001
us-gaap:MeasurementInputPriceVolatilityMember
2022-06-30
0001593001
us-gaap:MeasurementInputRiskFreeInterestRateMember
2022-06-30
0001593001
ngtf:BlackScholesModelMember
2022-06-30
0001593001
us-gaap:WarrantMember
ngtf:BlackScholesModelMember
2022-06-30
0001593001
us-gaap:WarrantMember
us-gaap:MeasurementInputPriceVolatilityMember
2022-06-30
0001593001
us-gaap:WarrantMember
us-gaap:MeasurementInputRiskFreeInterestRateMember
2022-06-30
0001593001
ngtf:WarrantAgreementMember
2022-06-30
0001593001
us-gaap:MeasurementInputPriceVolatilityMember
ngtf:WarrantAgreementMember
2022-06-30
0001593001
us-gaap:MeasurementInputRiskFreeInterestRateMember
ngtf:WarrantAgreementMember
2022-06-30
0001593001
ngtf:LockUpAgreementMember
2022-06-30
0001593001
us-gaap:MeasurementInputPriceVolatilityMember
ngtf:LockUpAgreementMember
2022-06-30
0001593001
us-gaap:MeasurementInputRiskFreeInterestRateMember
ngtf:LockUpAgreementMember
2022-06-30
0001593001
us-gaap:WarrantMember
us-gaap:SeriesBPreferredStockMember
2023-06-30
0001593001
us-gaap:WarrantMember
2023-06-30
0001593001
ngtf:PlacementAgentWarrantsMember
2022-07-01
2023-06-30
0001593001
srt:MinimumMember
us-gaap:WarrantMember
2023-06-30
0001593001
srt:MaximumMember
us-gaap:WarrantMember
2023-06-30
0001593001
srt:MinimumMember
us-gaap:MeasurementInputPriceVolatilityMember
2023-06-30
0001593001
srt:MaximumMember
us-gaap:MeasurementInputPriceVolatilityMember
2023-06-30
0001593001
srt:MinimumMember
us-gaap:MeasurementInputRiskFreeInterestRateMember
2023-06-30
0001593001
srt:MaximumMember
us-gaap:MeasurementInputRiskFreeInterestRateMember
2023-06-30
0001593001
ngtf:WarrantAgreementMember
2023-06-30
0001593001
us-gaap:MeasurementInputPriceVolatilityMember
2023-06-30
0001593001
us-gaap:MeasurementInputRiskFreeInterestRateMember
2023-06-30
0001593001
ngtf:LockUpAgreementMember
2023-06-30
0001593001
us-gaap:MeasurementInputPriceVolatilityMember
ngtf:LockUpAgreementMember
2023-06-30
0001593001
us-gaap:MeasurementInputRiskFreeInterestRateMember
ngtf:LockUpAgreementMember
2023-06-30
0001593001
ngtf:SubcribersMember
2023-06-30
0001593001
ngtf:SubcribersMember
2022-07-01
2023-06-30
0001593001
us-gaap:CommonStockMember
ngtf:SubcribersMember
2023-06-30
0001593001
us-gaap:WarrantMember
ngtf:SubcribersMember
2023-06-30
0001593001
ngtf:InvestorsAndPlacementAgentsMember
2023-06-30
0001593001
srt:MinimumMember
2023-06-30
0001593001
srt:MaximumMember
2023-06-30
0001593001
srt:MinimumMember
us-gaap:WarrantMember
us-gaap:MeasurementInputPriceVolatilityMember
2023-06-30
0001593001
srt:MaximumMember
us-gaap:WarrantMember
us-gaap:MeasurementInputPriceVolatilityMember
2023-06-30
0001593001
srt:MinimumMember
us-gaap:WarrantMember
us-gaap:MeasurementInputRiskFreeInterestRateMember
2023-06-30
0001593001
srt:MaximumMember
us-gaap:WarrantMember
us-gaap:MeasurementInputRiskFreeInterestRateMember
2023-06-30
0001593001
ngtf:LetterOfEngagementAgreementMember
2023-06-30
0001593001
ngtf:LetterOfEngagementAgreementMember
2022-07-01
2023-06-30
0001593001
ngtf:WarrantExchangeAgreementMember
2023-06-30
0001593001
srt:MinimumMember
ngtf:WarrantAgreementExchangeMember
2023-06-30
0001593001
srt:MaximumMember
ngtf:WarrantAgreementExchangeMember
2023-06-30
0001593001
ngtf:WarrantExchangeAgreementMember
2022-07-01
2023-06-30
0001593001
ngtf:PlacementAgentMember
2024-06-30
0001593001
ngtf:JHDarbieMember
2024-06-30
0001593001
srt:MinimumMember
2023-07-01
2024-06-30
0001593001
srt:MaximumMember
2023-07-01
2024-06-30
0001593001
srt:MinimumMember
2024-06-30
0001593001
srt:MaximumMember
2024-06-30
0001593001
ngtf:ReturnableWarrantsMember
2024-06-30
0001593001
ngtf:ReturnableWarrantsMember
2023-07-01
2024-06-30
0001593001
ngtf:OwnershipMember
ngtf:ReturnableWarrantsMember
2023-07-01
2024-06-30
0001593001
ngtf:ReturnableWarrantsMember
ngtf:PlacementAgentMember
2022-12-29
2022-12-29
0001593001
ngtf:ReturnableWarrantsMember
ngtf:MFNAgreementMember
2022-12-29
2022-12-29
0001593001
ngtf:ReturnableWarrantsMember
2022-12-29
0001593001
ngtf:ReturnableWarrantsMember
2022-12-29
2022-12-29
0001593001
ngtf:ReturnableWarrantsMember
us-gaap:CommonStockMember
2023-02-01
2023-02-28
0001593001
ngtf:ReturnableWarrantsMember
us-gaap:ConvertibleNotesPayableMember
2022-07-01
2023-06-30
0001593001
ngtf:ReturnableWarrantsMember
ngtf:PlacementAgentMember
2022-07-01
2023-06-30
0001593001
srt:MinimumMember
ngtf:ReturnableWarrantsMember
ngtf:BlackScholesMember
2023-06-30
0001593001
srt:MaximumMember
ngtf:ReturnableWarrantsMember
ngtf:BlackScholesMember
2023-06-30
0001593001
srt:MinimumMember
ngtf:ReturnableWarrantsMember
2022-07-01
2023-06-30
0001593001
srt:MaximumMember
ngtf:ReturnableWarrantsMember
2022-07-01
2023-06-30
0001593001
ngtf:ReturnableWarrantsMember
2023-06-30
0001593001
ngtf:ZeroZeroThreeThreeThreeThreeMember
us-gaap:WarrantMember
2023-07-01
2024-06-30
0001593001
ngtf:ZeroZeroThreeThreeThreeThreeMember
us-gaap:WarrantMember
2022-06-30
0001593001
ngtf:ZeroZeroThreeThreeThreeThreeMember
us-gaap:WarrantMember
2024-06-30
0001593001
ngtf:ZeroZeroSevenFourSevenMember
us-gaap:WarrantMember
2023-07-01
2024-06-30
0001593001
ngtf:ZeroZeroSevenFourSevenMember
us-gaap:WarrantMember
2022-06-30
0001593001
ngtf:ZeroZeroSevenFourSevenMember
us-gaap:WarrantMember
2024-06-30
0001593001
ngtf:ZeroOneZeroZeroZeroMember
us-gaap:WarrantMember
2023-07-01
2024-06-30
0001593001
ngtf:ZeroOneZeroZeroZeroMember
us-gaap:WarrantMember
2022-06-30
0001593001
ngtf:ZeroOneZeroZeroZeroMember
us-gaap:WarrantMember
2024-06-30
0001593001
ngtf:ZeroOneTwoZeroZeroMember
us-gaap:WarrantMember
2023-07-01
2024-06-30
0001593001
ngtf:ZeroOneTwoZeroZeroMember
us-gaap:WarrantMember
2022-06-30
0001593001
ngtf:ZeroOneTwoZeroZeroMember
us-gaap:WarrantMember
2024-06-30
0001593001
ngtf:ZeroOneTwoFiveZeroMember
us-gaap:WarrantMember
2023-07-01
2024-06-30
0001593001
ngtf:ZeroOneTwoFiveZeroMember
us-gaap:WarrantMember
2022-06-30
0001593001
ngtf:ZeroOneTwoFiveZeroMember
us-gaap:WarrantMember
2024-06-30
0001593001
ngtf:ZeroOneThreeEightZeroMember
us-gaap:WarrantMember
2023-07-01
2024-06-30
0001593001
ngtf:ZeroOneThreeEightZeroMember
us-gaap:WarrantMember
2022-06-30
0001593001
ngtf:ZeroOneThreeEightZeroMember
us-gaap:WarrantMember
2024-06-30
0001593001
ngtf:ZeroOneOneZeroEightMember
us-gaap:WarrantMember
2023-07-01
2024-06-30
0001593001
ngtf:ZeroOneOneZeroEightMember
us-gaap:WarrantMember
2022-06-30
0001593001
ngtf:ZeroOneOneZeroEightMember
us-gaap:WarrantMember
2024-06-30
0001593001
ngtf:ZeroOneFiveSixThreeMember
us-gaap:WarrantMember
2023-07-01
2024-06-30
0001593001
ngtf:ZeroOneFiveSixThreeMember
us-gaap:WarrantMember
2022-06-30
0001593001
ngtf:ZeroOneFiveSixThreeMember
us-gaap:WarrantMember
2024-06-30
0001593001
ngtf:ZeroTwoSixTwoSixMember
us-gaap:WarrantMember
2023-07-01
2024-06-30
0001593001
ngtf:ZeroTwoSixTwoSixMember
us-gaap:WarrantMember
2022-06-30
0001593001
ngtf:ZeroTwoSixTwoSixMember
us-gaap:WarrantMember
2024-06-30
0001593001
ngtf:ZeroThreeZeroZeroZeroMember
us-gaap:WarrantMember
2023-07-01
2024-06-30
0001593001
ngtf:ZeroThreeZeroZeroZeroMember
us-gaap:WarrantMember
2022-06-30
0001593001
ngtf:ZeroThreeZeroZeroZeroMember
us-gaap:WarrantMember
2024-06-30
0001593001
ngtf:ZeroFiveZeroZeroZeroMember
us-gaap:WarrantMember
2023-07-01
2024-06-30
0001593001
ngtf:ZeroFiveZeroZeroZeroMember
us-gaap:WarrantMember
2022-06-30
0001593001
ngtf:ZeroFiveZeroZeroZeroMember
us-gaap:WarrantMember
2024-06-30
0001593001
us-gaap:WarrantMember
2022-06-30
0001593001
2023-07-07
2023-07-07
0001593001
2023-07-07
0001593001
us-gaap:SeriesDPreferredStockMember
2023-07-07
2023-07-07
0001593001
us-gaap:SeriesCPreferredStockMember
2023-07-07
2023-07-07
0001593001
ngtf:MrFolksonMember
us-gaap:CommonStockMember
2024-06-30
0001593001
ngtf:MrFolksonMember
2023-07-01
2024-06-30
0001593001
ngtf:MrFolksonMember
2024-06-30
0001593001
ngtf:NightfoodIncMember
2024-06-30
0001593001
ngtf:NightfoodIncMember
2023-07-01
2024-06-30
0001593001
ngtf:MrWangMember
2023-07-01
2024-06-30
0001593001
ngtf:MrWangMember
2024-06-30
0001593001
ngtf:SeanFolksonConsultingFeesPayableMember
2024-06-30
0001593001
ngtf:SeanFolksonConsultingFeesPayableMember
2023-06-30
0001593001
ngtf:DirectorsFeesPayableMember
2024-06-30
0001593001
ngtf:DirectorsFeesPayableMember
2023-06-30
0001593001
ngtf:AccruedCompensationPayableWithSharesAndWarrantsunissuedMember
2024-06-30
0001593001
ngtf:AccruedCompensationPayableWithSharesAndWarrantsunissuedMember
2023-06-30
0001593001
ngtf:LeiSonnyWangConsultingFeesPayableMember
2024-06-30
0001593001
ngtf:LeiSonnyWangConsultingFeesPayableMember
2023-06-30
0001593001
ngtf:SeanFolksonLoanAndInterestPayableMember
2024-06-30
0001593001
ngtf:SeanFolksonLoanAndInterestPayableMember
2023-06-30
0001593001
ngtf:LeiSonnyWangReimbursableExpensesMember
2024-06-30
0001593001
ngtf:LeiSonnyWangReimbursableExpensesMember
2023-06-30
0001593001
ngtf:SeanFolksonMember
2023-07-01
2024-06-30
0001593001
ngtf:SeanFolksonMember
2022-07-01
2023-06-30
0001593001
ngtf:DirectorsFeesAndCompensationForNonEmployeeDirectorsMember
2023-07-01
2024-06-30
0001593001
ngtf:DirectorsFeesAndCompensationForNonEmployeeDirectorsMember
2022-07-01
2023-06-30
0001593001
ngtf:LeiSonnyWangMember
2023-07-01
2024-06-30
0001593001
ngtf:LeiSonnyWangMember
2022-07-01
2023-06-30
0001593001
ngtf:InternalRevenueCodeMember
2023-07-01
2024-06-30
0001593001
ngtf:InternalRevenueCodeMember
2024-06-30
0001593001
srt:ScenarioPreviouslyReportedMember
2023-06-30
0001593001
srt:RestatementAdjustmentMember
2023-06-30
0001593001
srt:ScenarioPreviouslyReportedMember
us-gaap:RelatedPartyMember
2023-06-30
0001593001
srt:RestatementAdjustmentMember
us-gaap:RelatedPartyMember
2023-06-30
0001593001
srt:ScenarioPreviouslyReportedMember
us-gaap:SeriesAPreferredStockMember
2023-06-30
0001593001
srt:RestatementAdjustmentMember
us-gaap:SeriesAPreferredStockMember
2023-06-30
0001593001
srt:ScenarioPreviouslyReportedMember
us-gaap:SeriesBPreferredStockMember
2023-06-30
0001593001
srt:ScenarioPreviouslyReportedMember
2022-07-01
2023-06-30
0001593001
srt:RestatementAdjustmentMember
2022-07-01
2023-06-30
0001593001
2023-08-28
0001593001
2024-09-23
2024-09-23
0001593001
ngtf:VendorMember
2023-07-01
2024-06-30
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
xbrli:pure
Exhibit 10.19
Fourth Man, LLC
21520 Yorba Linda Blvd., Suite G PMB 335
Yorba Linda, CA 92887
July 22, 2024
Nightfood Holdings, Inc.
520 White Plains Road, Suite 500
Tarrytown, NY 10591
To whom it may concern:
Reference is made to that
certain promissory note in the principal amount of $65,000.00 issued on June 29, 2023, as amended February 1, 2024 (“Note”)
and that certain promissory note in the principal amount of $60,000.00 issued on August 28, 2023, as amended February 1, 2024 (“Subsequent
Note”) by Nightfood Holdings, Inc., a Nevada corporation (the “Company”) to Fourth Man, LLC, a Nevada limited
liability company (the “Holder”). Capitalized terms used but not defined herein shall have the meaning ascribed to
them in the Note.
This letter shall serve as
notice that the Holder and the Company agreed to amend the Note effective as of July 23, 2024 (the “Effective Date”),
to remove the right to the adjustment to the Conversion Price during the period beginning on the Effective Date and continuing through
the new Maturity Date of January 23, 2025 (the “Effective Period”), under Section 1.6(e) of the Note solely
with respect to the Holder’s ability to adjust the Conversion Price of the Note to the price per share specified in Section 3.21
of the Subsequent Note (the “Affected Adjustment”). In addition, this letter shall serve as notice that the Holder
and the Company agreed to amend the Subsequent Note effective as of the Effective Date, to remove the right to the adjustment to the Conversion
Price during the Effective Period solely with respect to the Affected Adjustment.
For the avoidance of doubt,
the aforementioned sentence shall not limit any of Holder’s other rights under Section 1.6(e) of the Note or Subsequent Note,
including but not limited to during the Effective Period. For the avoidance of doubt, the Holder shall have the right to the Affected
Adjustment after the Effective Period.
In exchange for the Holder’s
execution of this letter, the Holder and the Company agree (i) to increase the total outstanding principal and accrued interest of the
Note (the “Note Total Balance”) by 10% of the Note Total Balance on the Effective Date, (ii) to increase the total
outstanding principal and accrued interest of the Subsequent Note (the “Subsequent Note Total Balance”) by 10% of the
Subsequent Note Total Balance on the Effective Date, and (iii) that the Company shall issue 1,667 shares of the Company’s Series
D convertible preferred stock to the Holder as soon as practicable after the execution of this letter but in no event later than August
30, 2024, or this amendment is null and void.
The Holder and Company further
agree that, prior to the expiration of the Effective Period, the Company may request a three-month extension of the Effective Period to
April 23, 2025, and the Holder shall not unreasonably withhold its approval.
This letter shall be deemed
part of, but shall take precedence over and supersede any provisions to the contrary contained in the Note and Subsequent Note, as applicable.
Except as specifically modified hereby, all of the provisions of the Note and Subsequent Note, which are not in conflict with the terms
of this letter, shall remain in full force and effect. By signing below, the parties hereby consent and agree to the aforementioned limited
waiver.
| Very truly yours, |
|
| |
|
| FOURTH MAN, LLC |
|
| |
|
| By: |
|
|
| |
Name: |
Edward Reese |
|
| |
Title: |
Manager |
|
| |
AGREED AND ACKNOWLEDGED: |
| |
|
| |
NIGHTFOOD HOLDINGS, INC. |
| |
|
| |
By: |
|
| |
|
Name: |
Lei Sonny Wang |
| |
|
Title: |
Chief Executive Officer |
Exhibit 10.21
NEITHER THE ISSUANCE AND SALE OF
THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED
OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
OR (B) AN OPINION OF COUNSEL (WHICH MAY BE THE LEGAL COUNSEL OPINION (AS DEFINED IN THE PURCHASE AGREEMENT)), IN A GENERALLY ACCEPTABLE
FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144, RULE 144A OR REGULATION S UNDER SAID
ACT OR OTHER APPLICABLE EXEMPTION. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN
ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.
| Principal Amount: $473,000.00 |
Issue Date: September 23, 2024 |
| Actual Amount of Purchase Price: $402,050.00 |
|
SENIOR SECURED PROMISSORY NOTE
FOR VALUE RECEIVED,
NIGHTFOOD HOLDINGS, INC., a Nevada corporation (hereinafter called the “Borrower” or the “Company”) (Trading
Symbol: NGTF), hereby promises to pay to the order of MAST HILL FUND, L.P., a Delaware limited partnership, or registered assigns
(the “Holder”), in the form of lawful money of the United States of America, the principal sum of $473,000.00, which amount
is the $402,050.00 actual amount of the purchase price (the “Consideration”) hereof plus an original issue discount in the
amount of $70,950.00 (the “OID”) (subject to adjustment herein) (the “Principal Amount”) and to pay interest on
the unpaid Principal Amount hereof at the rate of fifteen percent (15%) (the “Interest Rate”) per annum from the date hereof
(the “Issue Date”) until the same becomes due and payable, whether at maturity or upon acceleration or by prepayment or otherwise,
as further provided herein. The maturity date shall be twelve (12) months from the Issue Date (the “Maturity Date”), and is
the date upon which the Principal Amount, the OID, as well as any accrued and unpaid interest and other fees, shall be due and payable.
This Note may not be prepaid or repaid in whole or in part
except as otherwise explicitly set forth herein.
Any Principal
Amount or interest on this Note which is not paid when due shall bear interest at the rate of the lesser of (i) twenty four percent (24%)
per annum and (ii) the maximum amount permitted by law from the due date thereof until the same is paid (“Default Interest”).
Interest and Default Interest shall be computed on the basis of a 365-day year and the actual number of days elapsed.
All payments due
hereunder (to the extent not converted into shares of common stock, $0.001 par value per share, of the Borrower (the “Common Stock”)
in accordance with the terms hereof) shall be made in lawful money of the United States of America. All payments shall be made at such
address as the Holder shall hereafter give to the Borrower by written notice made in accordance with the provisions of this Note. Whenever
any amount expressed to be due by the terms of this Note is due on any day which is not a business day, the same shall instead be due
on the next succeeding day which is a business day.
Each capitalized
term used herein, and not otherwise defined, shall have the meaning ascribed thereto in that certain Securities Purchase Agreement, dated
as of the Issue Date, pursuant to which this Note was originally issued (the “Purchase Agreement”). As used in this Note,
the term “business day” shall mean any day other than a Saturday, Sunday or a day on which commercial banks in the city of
New York, New York are authorized or required by law or executive order to remain closed. As used herein, the term “Trading Day”
means any day that shares of Common Stock are listed for trading or quotation on the Principal Market (as defined in the Purchase Agreement),
provided, however, that if the Common Stock is not then listed or quoted on any Principal Market, then any business day.
This Note is free
from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other
similar rights of shareholders of the Borrower and will not impose personal liability upon the holder thereof.
The following terms shall also apply to this Note:
ARTICLE I. CONVERSION RIGHTS
1.1 Conversion Right.
The Holder shall have the right, at any time on or following the date that an Event of Default (as defined in this Note) occurs under
this Note, to convert all or any portion of the then outstanding and unpaid Principal Amount and interest (including any Default Interest)
into fully paid and non-assessable shares of Common Stock, as such Common Stock exists on the Issue Date, or any shares of capital stock
or other securities of the Borrower into which such Common Stock shall hereafter be changed or reclassified, at the Conversion Price
(as defined below) determined as provided herein (a “Conversion”), by submitting to the Borrower or Borrower’s transfer
agent a Notice of Conversion (as defined in this Note) by e-mail dispatched on the Conversion Date prior to 11:59 p.m., New York, New
York time; provided, however, that notwithstanding anything to the contrary contained herein, the a Holder shall not have the
right to convert any portion of this Note, pursuant to Section 1 or otherwise, to the extent that after giving effect to such issuance
after conversion as set forth on the applicable Notice of Conversion, the Holder (together with the Holder’s affiliates (the “Affiliates”),
and any other Persons (as defined below) acting as a group together with the Holder or any of the Holder’s Affiliates (such Persons,
“Attribution Parties”)), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For
purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and Attribution Parties shall
include the number of shares of Common Stock issuable upon conversion of this Note with respect to which such determination is being
made, but shall exclude the number of shares of Common Stock which would be issuable upon (i) conversion of the remaining, nonconverted
portion of this Note beneficially owned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion
of the unexercised or nonconverted portion of any other securities of the Company subject to a limitation on conversion or exercise analogous
to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution Parties. Except as set forth
in the preceding sentence, for purposes of this Section 1.1, beneficial ownership shall be calculated in accordance with Section 13(d)
of the Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Holder is solely
responsible for any schedules required to be filed in accordance therewith. In addition, a determination as to any group status as contemplated
above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder.
For purposes of this Section 1.1, in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of
outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the Commission,
as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Transfer
Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of a Holder, the Company shall
within two Trading Days confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. In any case,
the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities
of the Company, including this Note, by the Holder or its Affiliates or Attribution Parties since the date as of which such number of
outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% of the number of shares
of the Common Stock outstanding at the time of the respective calculation hereunder. “Person” and “Persons” means
an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any
other entity and any governmental entity or any department or agency thereof. The limitations contained in this paragraph shall apply
to a successor holder of this Note. The number of Conversion Shares to be issued upon each conversion of this Note shall be determined
by dividing the Conversion Amount (as defined below) by the applicable Conversion Price then in effect on the date specified in the notice
of conversion, in the form attached hereto as Exhibit A (the “Notice of Conversion”), delivered to the Borrower or
Borrower’s transfer agent by the Holder in accordance with the terms of this Note; provided that the Notice of Conversion is submitted
by e-mail to the Borrower or Borrower’s transfer agent before 11:59 p.m., New York, New York time on such conversion date (the
“Conversion Date”). The term “Conversion Amount” means, with respect to any conversion of this Note, the sum
of (1) the Principal Amount of this Note to be converted in such conversion plus (2) at the Holder’s option, accrued and
unpaid interest, if any, on such Principal Amount at the Interest Rate to the Conversion Date, plus (3) at the Holder’s
option, Default Interest, if any, on the amounts referred to in the immediately preceding clauses (1) and/or (2).
1.2
Conversion Price.
(a) Calculation
of Conversion Price. The per share conversion price into which Principal Amount and interest (including any Default Interest) under
this Note shall be convertible into shares of Common Stock hereunder as further described in this Note (the “Conversion Price”)
shall equal $0.033, subject to adjustment as provided in this Note. If at any time the Conversion Price as determined hereunder for any
conversion would be less than the par value of the Common Stock, then at the sole discretion of the Holder, the Conversion Price hereunder
may equal such par value for such conversion and the Conversion Amount for such conversion may be increased to include Additional Principal,
where “Additional Principal” means such additional amount to be added to the Conversion Amount to the extent necessary to
cause the number of conversion shares issuable upon such conversion to equal the same number of conversion shares as would have been issued
had the Conversion Price not been adjusted by the Holder to the par value price. Holder shall be entitled to deduct $1,750.00 from the
conversion amount in each Notice of Conversion to cover Holder’s fees associated with each Notice of Conversion. All such Conversion
Price determinations are to be appropriately adjusted for any stock dividend, stock split, stock combination, rights offerings, reclassification
or similar transaction that proportionately decreases or increases the Common Stock. If the Company, at any time while this Note is outstanding:
(i) pays a stock dividend or otherwise makes a distribution or distributions payable in shares of Common Stock on shares of Common Stock
or any Common Stock Equivalents, (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including
by way of a reverse stock split) outstanding shares of Common Stock into a smaller number of shares or (iv) issues, in the event of a
reclassification of shares of the Common Stock, any shares of capital stock of the Company, then the Conversion Price shall be multiplied
by a fraction of which the numerator shall be the number of shares of Common Stock (excluding any treasury shares of the Company) outstanding
immediately before such event, and of which the denominator shall be the number of shares of Common Stock outstanding immediately after
such event. Any adjustment made pursuant to the immediately preceding sentence shall become effective immediately after the record date
for the determination of shareholders entitled to receive such dividend or distribution and shall become effective immediately after the
effective date in the case of a subdivision, combination or re-classification. “Common Stock Equivalents” means any securities
of the Company or the Company’s subsidiaries which would entitle the holder thereof to acquire at any time Common Stock, including,
without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable
or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.
1.3 Authorized
and Reserved Shares. The Borrower covenants that at all times until the Note is satisfied in full, the Borrower will reserve from
its authorized and unissued Common Stock a sufficient number of shares, free from preemptive rights, to provide for the issuance of a
number of Conversion Shares equal to the number of Conversion Shares issuable upon the full conversion of this Note (assuming no payment
of Principal Amount or interest) at the time of such calculation (taking into consideration any adjustments to the Conversion Price as
provided in this Note) multiplied by (ii) four (4) (the “Reserved Amount”); provided that for purposes of this Section
1.3, the Company and the Holder agree and acknowledge that the aforementioned formula in Section 1.3(b) of this Note shall only be in
effect on and after the date that is six (6) calendar months after the Issue Date. The Borrower represents that upon issuance, the Conversion
Shares will be duly and validly issued, fully paid and non-assessable. The Borrower (i) acknowledges that it has irrevocably instructed
its transfer agent to issue certificates for the Conversion Shares or instructions to have the Conversion Shares issued as contemplated
by Section 1.4(f) hereof, and (ii) agrees that its issuance of this Note shall constitute full authority to its officers and agents who
are charged with the duty of executing stock certificates or cause the Company to electronically issue shares of Common Stock to execute
and issue the necessary certificates for the Conversion Shares or cause the Conversion Shares to be issued as contemplated by Section
1.4(f) hereof in accordance with the terms and conditions of this Note.
1.4
Method of Conversion.
(a) [Intentionally
Omitted].
(b) Surrender
of Note Upon Conversion. Notwithstanding anything to the contrary set forth herein, upon conversion of this Note in accordance with
the terms hereof, the Holder shall not be required to physically surrender this Note to the Borrower unless the entire unpaid Principal
Amount is so converted. The Holder and the Borrower shall maintain records showing the Principal Amount so converted and the dates of
such conversions or shall use such other method, reasonably satisfactory to the Holder and the Borrower, so as not to require physical
surrender of this Note upon each such conversion. In the event of any dispute or discrepancy, such records of the Holder shall, prima
facie, be controlling and determinative in the absence of manifest error. Notwithstanding the foregoing, if any portion of this Note
is converted as aforesaid, the Holder may not transfer this Note unless the Holder first physically surrenders this Note to the Borrower,
whereupon the Borrower will forthwith issue and deliver upon the order of the Holder a new Note of like tenor, registered as the Holder
(upon payment by the Holder of any applicable transfer taxes) may request, representing in the aggregate the remaining unpaid Principal
Amount of this Note. The Holder and any assignee, by acceptance of this Note, acknowledge and agree that, by reason of the provisions
of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted Principal Amount of this Note represented
by this Note may be less than the amount stated on the face hereof.
(c) Payment
of Taxes. The Borrower shall not be required to pay any tax which may be payable in respect of any transfer involved in the issue
and delivery of shares of Common Stock or other securities or property on conversion of this Note in a name other than that of the Holder
(or in street name), and the Borrower shall not be required to issue or deliver any such shares or other securities or property unless
and until the person or persons (other than the Holder or the custodian in whose street name such shares are to be held for the Holder’s
account) requesting the issuance thereof shall have paid to the Borrower the amount of any such tax or shall have established to the satisfaction
of the Borrower that such tax has been paid.
(d) Delivery
of Common Stock Upon Conversion. Upon receipt by the Borrower or Borrower’s transfer agent from the Holder of an e-mail of a
Notice of Conversion meeting the requirements for conversion as provided in this Section 1.4, the Borrower shall issue and deliver or
cause to be issued and delivered to or upon the order of the Holder certificates for the Conversion Shares (or cause the electronic delivery
of the Conversion Shares as contemplated by Section 1.4(f) hereof) within two (2) Trading Day after such receipt (the “Deadline”)
(and, solely in the case of conversion of the entire unpaid Principal Amount and interest (including any Default Interest) under this
Note, surrender of this Note). If the Company shall fail for any reason or for no reason to issue to the Holder on or prior to the Deadline
a certificate for the number of Conversion Shares or to which the Holder is entitled hereunder and register such Conversion Shares on
the Company’s share register or to credit the Holder’s balance account with DTC (as defined below) for such number of Conversion
Shares to which the Holder is entitled upon the Holder’s conversion of this Note (a “Conversion Failure”), then, in
addition to all other remedies available to the Holder, (i) the Company shall pay in cash to the Holder on each day after the Deadline
and during such Conversion Failure an amount equal to 2.0% of the product of (A) the sum of the number of Conversion Shares not issued
to the Holder on or prior to the Deadline and to which the Holder is entitled and (B) the closing sale price of the Common Stock on the
Trading Day immediately preceding the last possible date which the Company could have issued such Conversion Shares to the Holder without
violating this Section 1.4(d); and (ii) the Holder, upon written notice to the Company, may void all or any portion of such Notice of
Conversion; provided that the voiding of all or any portion of a Notice of Conversion shall not affect the Company’s obligations
to make any payments which have accrued prior to the date of such notice. In addition to the foregoing, if on or prior to the Deadline
the Company shall fail to issue and deliver a certificate to the Holder and register such Conversion Shares on the Company’s share
register or credit the Holder’s balance account with DTC for the number of Conversion Shares to which the Holder is entitled upon
the Holder’s exercise hereunder or pursuant to the Company’s obligation pursuant to clause (ii) below, and if on or after
such Trading Day the Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of
a sale by the Holder of shares of Common Stock issuable upon such exercise that the Holder anticipated receiving from the Company, then
the Company shall, within two (2) Trading Days after the Holder’s request and in the Holder’s discretion, either (i) pay cash
to the Holder in an amount equal to the Holder’s total purchase price (including brokerage commissions and other reasonable and
customary out-of-pocket expenses, if any) for the shares of Common Stock so purchased (the “Buy-In Price”), at which point
the Company’s obligation to deliver such certificate (and to issue such Conversion Shares) or credit such Holder’s balance
account with DTC for such Conversion Shares shall terminate, or (ii) promptly honor its obligation to deliver to the Holder a certificate
or certificates representing such Conversion Shares or credit such Holder’s balance account with DTC and pay cash to the Holder
in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Common Stock, times (B)
the closing sales price of the Common Stock on the date of exercise. Nothing shall limit the Holder’s right to pursue any other
remedies available to it hereunder, at law or in equity, including, without limitation, a decree of specific performance and/or injunctive
relief with respect to the Company’s failure to timely deliver certificates representing the Conversion Shares (or to electronically
deliver such Conversion Shares) upon the conversion of this Note as required pursuant to the terms hereof.
(e) Obligation
of Borrower to Deliver Common Stock. At the time that the Holder submits the Notice of Conversion to the Borrower or Borrower’s
transfer agent pursuant to the terms hereof, the Holder shall be deemed to be the holder of record of the Conversion Shares issuable upon
such conversion, the outstanding Principal Amount and the amount of accrued and unpaid interest (including any Default Interest) under
this Note shall be reduced to reflect such conversion, and, unless the Borrower defaults on its obligations under this Article I, all
rights with respect to the portion of this Note being so converted shall forthwith terminate except the right to receive the Common Stock
or other securities, cash or other assets, as herein provided, on such conversion. If the Holder shall have given a Notice of Conversion
as provided herein, the Borrower’s obligation to issue and deliver the certificates for the Conversion Shares (or cause the electronic
delivery of the Conversion Shares as contemplated by Section 1.4(f) hereof) shall be absolute and unconditional, irrespective of the absence
of any action by the Holder to enforce the same, any waiver or consent with respect to any provision thereof, the recovery of any judgment
against any person or any action to enforce the same, any failure or delay in the enforcement of any other obligation of the Borrower
to the holder of record, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder
of any obligation to the Borrower, and irrespective of any other circumstance which might otherwise limit such obligation of the Borrower
to the Holder in connection with such conversion. The Conversion Date specified in the Notice of Conversion shall be the Conversion Date
so long as the Notice of Conversion is sent to the Borrower or Borrower’s transfer agent before 11:59 p.m., New York, New York time,
on such date.
(f) Delivery
of Conversion Shares by Electronic Transfer. In lieu of delivering physical certificates representing the Conversion Shares issuable
upon conversion hereof, provided the Borrower is participating in the Depository Trust Company (“DTC”) Fast Automated Securities
Transfer or Deposit/Withdrawal at Custodian programs, upon request of the Holder and its compliance with the provisions contained in Section
1.1 and in this Section 1.4, the Borrower shall use its best efforts to cause its transfer agent to electronically transmit the Conversion
Shares issuable upon conversion hereof to the Holder by crediting the account of Holder’s Prime Broker with DTC through its Deposit
Withdrawal Agent Commission system.
1.5 Concerning
the Shares. The Conversion Shares issuable upon conversion of this Note may not be sold or transferred unless (i) such shares are
sold pursuant to an effective registration statement under the 1933 Act or (ii) the Borrower or its transfer agent shall have been furnished
with an opinion of counsel (which opinion shall be the Legal Counsel Opinion (as defined in the Purchase Agreement)) to the effect that
the shares to be sold or transferred may be sold or transferred pursuant to an exemption from such registration or (iii) such shares are
sold or transferred pursuant to Rule 144, Rule 144A, Regulation S, or other applicable exemption, or (iv) such shares are transferred
to an “affiliate” (as defined in Rule 144) of the Borrower who agrees to sell or otherwise transfer the shares only in accordance
with this Section 1.5 and who is an Accredited Investor (as defined in the Purchase Agreement). Except as otherwise provided in the Purchase
Agreement (and subject to the removal provisions set forth below), until such time as the Conversion Shares have been registered under
the 1933 Act or otherwise may be sold pursuant to Rule 144, Rule 144A, Regulation S, or other applicable exemption without any restriction
as to the number of securities as of a particular date that can then be immediately sold, each certificate for the Conversion Shares that
has not been so included in an effective registration statement or that has not been sold pursuant to an effective registration statement
or an exemption that permits removal of the legend, shall bear a legend substantially in the following form, as appropriate:
“NEITHER THE ISSUANCE AND
SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED
OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
OR (B) AN OPINION OF COUNSEL (WHICH MAY BE THE LEGAL COUNSEL OPINION (AS DEFINED IN THE PURCHASE AGREEMENT)), IN A GENERALLY ACCEPTABLE
FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144, RULE 144A, REGULATION S UNDER SAID ACT,
OR OTHER APPLICABLE EXEMPTION. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT
OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.”
The legend set
forth above shall be removed and the Company shall issue to the Holder a certificate for the applicable Conversion Shares without such
legend upon which it is stamped or (as requested by the Holder) issue the applicable Conversion Shares by electronic delivery by crediting
the account of such holder’s broker with DTC, if, unless otherwise required by applicable state securities laws: (a) such Conversion
Shares are registered for sale under an effective registration statement filed under the 1933 Act or otherwise may be sold pursuant to
Rule 144, Rule 144A, Regulation S, or other applicable exemption without any restriction as to the number of securities as of a particular
date that can then be immediately sold, or (b) the Company or the Holder provides the Legal Counsel Opinion (as contemplated by and in
accordance with Section 4(m) of the Purchase Agreement) to the effect that a public sale or transfer of such Conversion Shares may be
made without registration under the 1933 Act, which opinion shall be accepted by the Company so that the sale or transfer is effected.
The Company shall be responsible for the fees of its transfer agent and all DTC fees associated with any such issuance. The Holder agrees
to sell all Conversion Shares, including those represented by a certificate(s) from which the legend has been removed, in compliance with
applicable prospectus delivery requirements, if any. In the event that the Company does not accept the opinion of counsel provided by
the Holder with respect to the transfer of Conversion Shares pursuant to an exemption from registration, such as Rule 144, Rule 144A,
Regulation S, or other applicable exemption, at the Deadline, notwithstanding that the conditions of Rule 144, Rule 144A, Regulation S,
or other applicable exemption, as applicable, have been met, it will be considered an Event of Default under this Note.
1.6
Effect of Certain Events.
(a) Effect
of Merger, Consolidation, Etc. At the option of the Holder, the sale, conveyance or disposition of all or substantially all of the
assets of the Borrower, or the consolidation, merger or other business combination of the Borrower with or into any other Person (as defined
below) or Persons when the Borrower is not the survivor shall either: (i) be deemed to be an Event of Default pursuant to which the Borrower
shall be required to pay to the Holder upon the consummation of and as a condition to such transaction an amount equal to the Default
Amount (as defined in this Note) or (ii) be treated pursuant to Section 1.6(b) hereof. “Person” shall mean any individual,
corporation, limited liability company, partnership, association, trust or other entity or organization.
(b) Adjustment
Due to Merger, Consolidation, Etc. If, at any time when this Note is issued and outstanding and prior to conversion of all of this
Note, there shall be any merger, consolidation, exchange of shares, recapitalization, reorganization, or other similar event, as a result
of which shares of Common Stock of the Borrower shall be changed into the same or a different number of shares of another class or classes
of stock or securities of the Borrower or another entity, or in case of any sale or conveyance of all or substantially all of the assets
of the Borrower other than in connection with a plan of complete liquidation of the Borrower, then the Holder of this Note shall thereafter
have the right to receive upon conversion of this Note, upon the basis and upon the terms and conditions specified herein and in lieu
of the shares of Common Stock immediately theretofore issuable upon conversion, such stock, securities or assets which the Holder would
have been entitled to receive in such transaction had this Note been converted in full immediately prior to such transaction (without
regard to any limitations on conversion set forth herein), and in any such case appropriate provisions shall be made with respect to the
rights and interests of the Holder of this Note to the end that the provisions hereof (including, without limitation, provisions for adjustment
of the Conversion Price and of the number of shares issuable upon conversion of the Note) shall thereafter be applicable, as nearly as
may be practicable in relation to any securities or assets thereafter deliverable upon the conversion hereof. The Borrower shall not effectuate
any transaction described in this Section 1.6(b) unless (a) it first gives, to the extent practicable, at least thirty (30) days prior
written notice (but in any event at least fifteen (15) days prior written notice) of the record date of the special meeting of shareholders
to approve, or if there is no such record date, the consummation of, such merger, consolidation, exchange of shares, recapitalization,
reorganization or other similar event or sale of assets (during which time the Holder shall be entitled to convert this Note) and (b)
the resulting successor or acquiring entity (if not the Borrower) assumes by written instrument the obligations of this Section 1.6(b).
The above provisions shall similarly apply to successive consolidations, mergers, sales, transfers or share exchanges.
(c) Adjustment
Due to Distribution. If the Borrower shall declare or make any distribution of its assets (or rights to acquire its assets) to holders
of Common Stock as a dividend, stock repurchase, by way of return of capital or otherwise (including any dividend or distribution to the
Borrower’s shareholders in cash or shares (or rights to acquire shares) of capital stock of a subsidiary (i.e., a spin-off)) (a
“Distribution”), then the Holder of this Note shall be entitled, upon any conversion of this Note after the date of record
for determining shareholders entitled to such Distribution, to receive the amount of such assets which would have been payable to the
Holder with respect to the shares of Common Stock issuable upon such conversion had such Holder been the holder of such shares of Common
Stock on the record date for the determination of shareholders entitled to such Distribution.
(d) Purchase
Rights. If, at any time when all or any portion of this Note is issued and outstanding, the Borrower issues any convertible securities
or rights to purchase stock, warrants, securities or other property (the “Purchase Rights”) pro rata to the record holders
of any class of Common Stock, then the Holder of this Note will be entitled to acquire, upon the terms applicable to such Purchase Rights,
the aggregate Purchase Rights which such Holder could have acquired if such Holder had held the number of shares of Common Stock acquirable
upon complete conversion of this Note (without regard to any limitations on conversion contained herein) immediately before the date on
which a record is taken for the grant, issuance or sale of such Purchase Rights or, if no such record is taken, the date as of which the
record holders of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights.
(e) Dilutive
Issuance. Except for Exempt Issuances (as defined in this Note) and Reg A Issuances (as defined in this Note), if the Borrower, at
any time while this Note or any amounts due hereunder are outstanding, issues, sells or grants (or has issued, sold or granted as of the
Issue Date, as the case may be) any option to purchase, or sells or grants any right to reprice, or otherwise disposes of, or issues (or
has sold or issued, as the case may be, or announces any sale, grant or any option to purchase or other disposition), any Common Stock
or other securities convertible into, exercisable for, or otherwise entitle any person or entity the right to acquire, shares of Common
Stock (including, without limitation, upon conversion of this Note, and any convertible notes or warrants outstanding as of or following
the Issue Date), in each or any case at an effective price per share that is lower than the then Conversion Price (such lower price, the
“Base Conversion Price” and such issuances, collectively, a “Dilutive Issuance”) (it being agreed that if the
holder of the Common Stock or other securities so issued shall at any time, whether by operation of purchase price adjustments, reset
provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which are issued
in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share that is lower than the
Conversion Price, such issuance shall be deemed to have occurred for less than the Conversion Price on such date of the Dilutive Issuance),
then the Conversion Price shall be reduced, at the option of the Holder, to a price equal to the Base Conversion Price. Such adjustment
shall be made whenever such Common Stock or other securities are issued. By way of example, and for the avoidance of doubt, if the Company
issues a convertible promissory note (including but not limited to a Variable Rate Transaction (as defined in the Purchase Agreement)),
and the holder of such convertible promissory note has the right to convert it into Common Stock at an effective price per share that
is lower than the then Conversion Price (including but not limited to a conversion price with a discount that varies with the trading
prices of or quotations for the Common Stock), then the Holder has the right to reduce the Conversion Price to such Base Conversion Price
(including but not limited to a conversion price with a discount that varies with the trading prices of or quotations for the Common Stock)
in perpetuity regardless of whether the holder of such convertible promissory note ever effectuated a conversion at the Base Conversion
Price. In the event of an issuance of securities involving multiple tranches or closings, any adjustment pursuant to this Section 1.6(e)
shall be calculated as if all such securities were issued at the initial closing. “Exempt Issuance” means the issuance, vesting
and/or exercise of options, warrants, restricted stock, restricted stock units or other common stock purchase rights issued (or to be
issued) to employees, officers or directors of, or consultants or advisors to, the Company for compensatory purposes pursuant to any stock
purchase plan, stock option plan, equity incentive plan or other plan or arrangement approved by the Board of Directors (or the Compensation
Committee thereof) at any time. “Reg A Issuances” means an issuance of Common Stock (or units consisting of Common Stock and
warrants) pursuant to an offering by the Company under Regulation A so long as the offering price of each share of Common Stock is equal
to or greater than $0.10 (subject to adjustment for any stock split, stock combination, or other similar transactions; and for the avoidance
of doubt, assuming any such warrants have no value), provided, however, that if an Event of Default (as defined in the Note) occurs at
any time, then this Section 1.6(e) of this Note shall apply to each and every Reg A Issuance on or after the Issue Date as well as the
exercise price of any common stock purchase warrants issued as part of a unit in connection with a Reg A Issuance.
(f) Notice
of Adjustments. Upon the occurrence of each adjustment or readjustment of the Conversion Price as a result of the events described
in Section 1.6 of this Note, the Borrower shall, at its expense and within one (1) business day after the occurrence of each respective
adjustment or readjustment of the Conversion Price, compute such adjustment or readjustment and prepare and furnish to the Holder a certificate
setting forth (i) the Conversion Price in effect at such time based upon the Dilutive Issuance, (ii) the number of shares of Common Stock
and the amount, if any, of other securities or property which at the time would be received upon conversion of the Note, (iii) the detailed
facts upon which such adjustment or readjustment is based, and (iv) copies of the documentation (including but not limited to relevant
transaction documents) that evidences the adjustment or readjustment. In addition, the Borrower shall, within one (1) business day after
each written request from the Holder, furnish to such Holder a like certificate setting forth (i) the Conversion Price in effect at such
time based upon the Dilutive Issuance, (ii) the number of shares of Common Stock and the amount, if any, of other securities or property
which at the time would be received upon conversion of the Note, (iii) the detailed facts upon which such adjustment or readjustment is
based, and (iv) copies of the documentation (including but not limited to relevant transaction documents) that evidences the adjustment
or readjustment. For the avoidance of doubt, each adjustment or readjustment of the Conversion Price as a result of the events described
in Section 1.6 of this Note shall occur without any action by the Holder and regardless of whether the Borrower complied with the notification
provisions in Section 1.6 of this Note.
1.7 [Intentionally
Omitted].
1.8 Status
as Shareholder. Upon submission of a Notice of Conversion by a Holder, (i) the Conversion Shares covered thereby (other than the Conversion
Shares, if any, which cannot be issued because their issuance would exceed such Holder’s allocated portion of the Reserved Amount
or Maximum Share Amount) shall be deemed converted into shares of Common Stock and (ii) the Holder’s rights as a Holder of such
converted portion of this Note shall cease and terminate, excepting only the right to receive certificates for such shares of Common Stock
and to any remedies provided herein or otherwise available at law or in equity to such Holder because of a failure by the Borrower to
comply with the terms of this Note. Notwithstanding the foregoing, if a Holder has not received certificates for all shares of Common
Stock prior to the tenth (10th) business day after the expiration of the Deadline with respect to a conversion of any portion of this
Note for any reason, then (unless the Holder otherwise elects to retain its status as a holder of Common Stock by so notifying the Borrower)
the Holder shall regain the rights of a Holder of this Note with respect to such unconverted portions of this Note and the Borrower shall,
as soon as practicable, return such unconverted Note to the Holder or, if the Note has not been surrendered, adjust its records to reflect
that such portion of this Note has not been converted. In all cases, the Holder shall retain all of its rights and remedies for the Borrower’s
failure to convert this Note.
1.9 Prepayment.
At any time prior to the date that an Event of Default occurs under this Note, the Borrower shall have the right, exercisable on three
(3) Trading Days prior written notice to the Holder of the Note, to prepay the outstanding Principal Amount and interest then due under
this Note in accordance with this Section 1.9. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall
be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay
the Note, and (2) the date of prepayment which shall be three (3) Trading Days from the date of the Optional Prepayment Notice (the “Optional
Prepayment Date”). On the Optional Prepayment Date, the Borrower shall make payment of the amounts designated below to or upon the
order of the Holder as specified by the Holder in writing to the Borrower. If the Borrower exercises its right to prepay the Note in accordance
with this Section 1.9, the Borrower shall make payment to the Holder of an amount in cash equal to the sum of: (w) 100% multiplied by
the Principal Amount then outstanding plus (x) accrued and unpaid interest on the Principal Amount to the Optional Prepayment Date
plus (y) $750.00 to reimburse Holder for administrative fees.
If the Borrower delivers an Optional
Prepayment Notice and fails to pay the applicable prepayment amount due to the Holder of the Note as provided in this Section 1.9, then
the Borrower shall forever forfeit its right to prepay any part of the Note pursuant to this Section 1.9.
1.10 Repayment
from Proceeds. If, at any time prior to the full repayment or full conversion of all amounts owed under this Note, the Company receives
cash proceeds from any source or series of related or unrelated sources from the issuance of equity (excluding the conversion of outstanding
warrants of the Company), debt or the issuance of securities pursuant to an Equity Line of Credit (as defined in this Note)) of the Borrower,
the Borrower shall, within three (3) business days of Borrower’s receipt of such proceeds, inform the Holder of or publicly disclose
such receipt, following which the Holder shall have the right in its sole discretion to require the Borrower to immediately apply up to
50% of such proceeds to repay all or any portion of the outstanding Principal Amount and interest (including any Default Interest) then
due under this Note. Failure of the Borrower to comply with this provision shall constitute an Event of Default. “Equity Line of
Credit” shall mean any transaction involving a written agreement between the Company and an investor or underwriter whereby the
Company has the right to “put” its Common Stock to the investor or underwriter over an agreed period of time and at an agreed
price or price formula (such Common Stock must be registered pursuant to a registration statement of the Company for the investor’s
or underwriter’s resale). Notwithstanding the foregoing, this Section 1.10 of this Note shall not apply to any revenue from the
sale of goods in the ordinary course.
ARTICLE II. RANKING AND CERTAIN
COVENANTS
2.1 Ranking
and Security. This Note shall be a senior secured obligation of the Borrower, with priority over all existing and future indebtedness
of the Borrower, as provided in that certain Security Amendment (as defined in the Purchase Agreement) (the “Security Amendment”).
2.2 Other
Indebtedness. In addition to all obligations under the Security Amendment, for so long as the Borrower shall have any obligation under
this Note, the Borrower shall not (directly or indirectly through any Subsidiary or affiliate) incur or suffer to exist or guarantee any
indebtedness that is senior to or pari passu with (in priority of payment and performance) the Borrower’s obligations hereunder,
including but not limited to (a) all indebtedness of the Borrower for borrowed money or for the deferred purchase price of property or
services, including any type of letters of credit, (b) all obligations of the Borrower evidenced by notes, bonds, debentures or other
similar instruments, (c) purchase money indebtedness hereafter incurred by the Borrower to finance the purchase of fixed or capital assets,
including all capital lease obligations of the Borrower which do not exceed the purchase price of the assets funded, (d) all guarantee
obligations of the Borrower in respect of obligations of the kind referred to in clauses (a) through (c) above that the Borrower would
not be permitted to incur or enter into, and (e) all obligations of the kind referred to in clauses (a) through (d) above that the Borrower
is not permitted to incur or enter into that are secured and/or unsecured by (or for which the holder of such obligation has an existing
right, contingent or otherwise, to be secured and/or unsecured by) any lien or encumbrance on property (including accounts and contract
rights) owned by the Borrower, whether or not the Borrower has assumed or become liable for the payment of such obligation.
2.3 Distributions
on Capital Stock. So long as the Borrower shall have any obligation under this Note, the Borrower shall not without the Holder’s
written consent pay, declare or set apart for such payment, any dividend or other distribution (whether in cash, property or other securities)
on shares of capital stock other than dividends on shares of Common Stock solely in the form of additional shares of Common Stock.
2.4 Restriction
on Stock Repurchases and Debt Repayments. So long as the Borrower shall have any obligation under this Note, the Borrower shall not
without the Holder’s written consent redeem, repurchase or otherwise acquire (whether for cash or in exchange for property or other
securities or otherwise) in any one transaction or series of related transactions any shares of capital stock of the Borrower or any warrants,
rights or options to purchase or acquire any such shares, or repay any pari passu or subordinated indebtedness of Borrower.
2.5 Sale
of Assets. So long as the Borrower shall have any obligation under this Note, the Borrower shall not, without the Holder’s written
consent, sell, lease or otherwise dispose of any significant portion of its assets outside the ordinary course of business. Any consent
by the Holder to the disposition of any assets may be conditioned on a specified use of the proceeds of disposition.
2.6 Advances
and Loans; Affiliate Transactions. So long as the Borrower shall have any obligation under this Note, the Borrower shall not, without
the Holder’s written consent, lend money, give credit or make advances to any person, firm, joint venture or corporation, including,
without limitation, officers, directors, employees, subsidiaries and affiliates of the Borrower, except loans, credits or advances (a)
in existence or committed on the Issue Date and which the Borrower has informed Holder in writing prior to the Issue Date, (b) in regard
to transactions with unaffiliated third parties, made in the ordinary course of business or (c) in regard to transactions with unaffiliated
third parties, not in excess of $100,000. So long as the Borrower shall have any obligation under this Note, the Borrower shall not, without
the Holder’s written consent, repay any affiliate (as defined in Rule 144) of the Borrower in connection with any indebtedness or
accrued amounts owed to any such party.
2.7 Section
3(a)(9) or 3(a)(10) Transaction. So long as this Note is outstanding, the Borrower shall not enter into any transaction or arrangement
structured in accordance with, based upon, or related or pursuant to, in whole or in part, either Section 3(a)(9) of the Securities Act
(a “3(a)(9) Transaction”) or Section 3(a)(10) of the Securities Act (a “3(a)(10) Transaction”). In the event that
the Borrower does enter into, or makes any issuance of Common Stock related to a 3(a)(9) Transaction or a 3(a)(10) Transaction while this
note is outstanding, a liquidated damages charge of 25% of the outstanding principal balance of this Note, but not less than $25,000,
will be assessed and will become immediately due and payable to the Holder at its election in the form of a cash payment or added to the
balance of this Note (under Holder’s and Borrower’s expectation that this amount will tack back to the Issue Date). This Section 2.7 shall
not apply to the Company’s existing convertible notes issued prior to the Issue Date.
2.8 Preservation of
Business and Existence, etc. So long as the Borrower shall have any obligation under this Note, the Borrower shall not, without
the Holder’s written consent, (a) change the nature of its business; (b) sell, divest, change the structure of any material
assets other than in the ordinary course of business; (c) enter into a Variable Rate Transaction; or (d) enter into any merchant
cash advance transactions. In addition, so long as the Borrower shall have any obligation under this Note, the Borrower shall
maintain and preserve, and cause each of its Subsidiaries to maintain and preserve, its existence, rights and privileges, and become
or remain, and cause each of its Subsidiaries (other than dormant Subsidiaries that have no or minimum assets) to become or remain,
duly qualified and in good standing in each jurisdiction in which the character of the properties owned or leased by it or in which
the transaction of its business makes such qualification necessary.
2.9 Noncircumvention.
The Company hereby covenants and agrees that the Company will not, by amendment of its Certificate or Articles of Incorporation or Bylaws,
or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of securities,
or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Note, and will at all
times in good faith carry out all the provisions of this Note and take all action as may be required to protect the rights of the Holder.
2.10 Lost,
Stolen or Mutilated Note. Upon receipt by the Company of evidence reasonably satisfactory to the Company of the loss, theft, destruction
or mutilation of this Note, and, in the case of loss, theft or destruction, of any indemnification undertaking by the Holder to the Company
in customary form and, in the case of mutilation, upon surrender and cancellation of this Note, the Company shall execute and deliver
to the Holder a new Note.
ARTICLE III. EVENTS OF DEFAULT
It shall be considered an event of default
if any of the following events listed in this Article III (each, an “Event of Default”) shall occur:
3.1 Failure
to Pay Principal or Interest. The Borrower fails to pay the Principal Amount hereof or interest thereon when due on this Note, whether
at maturity, upon acceleration or otherwise, or fails to fully comply with Section 1.10 of this Note (provided, however, that such failure
to fully comply with Section 1.10 of this Note shall be subject to a five (5) calendar day cure period).
3.2 Conversion
and the Shares. The Borrower (i) fails to issue Conversion Shares to the Holder (or announces or threatens in writing that it will
not honor its obligation to do so) upon exercise by the Holder of the conversion rights of the Holder in accordance with the terms of
this Note, (ii) fails to transfer or cause its transfer agent to transfer (issue) (electronically or in certificated form) any certificate
for the Conversion Shares issuable to the Holder upon conversion of or otherwise pursuant to this Note as and when required by this Note,
(iii) fails to reserve the Reserved Amount at all times on and after the earlier of (i) the date that an Event of Default occurs under
this Note and (ii) the date that is six (6) calendar months after the Issue Date, (iv) the Borrower directs its transfer agent not to
transfer or delays, impairs, and/or hinders its transfer agent in transferring (or issuing) (electronically or in certificated form) any
certificate for the Conversion Shares issuable to the Holder upon conversion of or otherwise pursuant to this Note as and when required
by this Note, or fails to remove (or directs its transfer agent not to remove or impairs, delays, and/or hinders its transfer agent from
removing) any restrictive legend (or to withdraw any stop transfer instructions in respect thereof) on any certificate for any Conversion
Shares issued to the Holder upon conversion of or otherwise pursuant to this Note as and when required by this Note (or makes any written
announcement, statement or threat that it does not intend to honor the obligations described in this paragraph) and any such failure shall
continue uncured (or any written announcement, statement or threat not to honor its obligations shall not be rescinded in writing) for
two (2) Trading Days after the Holder shall have delivered a Notice of Conversion, and/or (v) fails to remain current in its obligations
to its transfer agent (including but not limited to payment obligations to its transfer agent). It shall be an Event of Default of this
Note, if a conversion of this Note is delayed, hindered or frustrated due to a balance owed by the Borrower to its transfer agent. If
at the option of the Holder, the Holder advances any funds to the Borrower’s transfer agent in order to process a conversion, such
advanced funds shall be added to the principal balance of the Note.
3.3 Breach
of Agreements and Covenants. The Borrower breaches any material covenant, agreement, or other material term or condition contained
in the Purchase Agreement, this Note, Irrevocable Transfer Agent Instructions, Warrant (as defined in the Purchase Agreement), or in any
agreement, statement or certificate given in writing pursuant hereto or in connection herewith or therewith.
3.4 Breach
of Representations and Warranties. Any representation or warranty of the Borrower made in the Purchase Agreement, this Note, Irrevocable
Transfer Agent Instructions, Warrant, or in any agreement, statement or certificate given in writing pursuant hereto or in connection
herewith or therewith shall be false or misleading in any material respect when made.
3.5 Receiver
or Trustee. The Borrower or any subsidiary of the Borrower shall make an assignment for the benefit of creditors, or apply for or
consent to the appointment of a receiver or trustee for it or for a substantial part of its property or business, or such a receiver or
trustee shall otherwise be appointed.
3.6 Judgments.
Any money judgment, writ or similar process shall be entered or filed against the Borrower or any subsidiary of the Borrower or any of
its property or other assets for more than $100,000, and shall remain unvacated, unbonded or unstayed for a period of twenty (20) days
unless otherwise consented to by the Holder, which consent will not be unreasonably withheld.
3.7 Bankruptcy.
Bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings, voluntary or involuntary, for relief under any
bankruptcy law or any law for the relief of debtors shall be instituted by or against the Borrower or any subsidiary of the Borrower.
3.8 Failure
to Comply with the 1934 Act. At any time after the date that is ten (10) calendar days after the Issue Date, the Borrower shall fail
to comply with the reporting requirements of the 1934 Act (subject to a five Trading Day right to cure) and/or the Borrower shall cease
to be subject to the reporting requirements of the 1934 Act.
3.9 Liquidation.
Any dissolution, liquidation, or winding up of Borrower or any substantial portion of its business.
3.10 Cessation
of Operations. Any cessation of operations by Borrower or Borrower admits it is otherwise generally unable to pay its debts as such
debts become due, provided, however, that any disclosure of the Borrower’s ability to continue as a “going concern”
shall not be an admission that the Borrower cannot pay its debts as they become due.
3.11 Maintenance
of Assets. The failure by Borrower to maintain any material intellectual property rights, personal, real property or other assets
which are necessary to conduct its business (whether now or in the future).
3.12 Financial
Statement Restatement. The restatement of any financial statements filed by the Borrower with the SEC for any date or period from
two years prior to the Issue Date of this Note and until this Note is no longer outstanding unless the Borrower restates such financial
statements within fifteen (15) calendar days after the date that the Borrower discloses its need to restate such financial statements
in a filing with the Securities and Exchange Commission.
3.13 Replacement
of Transfer Agent. In the event that the Borrower proposes to replace its transfer agent, the Borrower fails to provide, prior to
the effective date of such replacement, a fully executed Irrevocable Transfer Agent Instructions in a form as initially delivered pursuant
to the Purchase Agreement (including but not limited to the provision to irrevocably reserve shares of Common Stock in the Reserved Amount)
signed by the successor transfer agent to Borrower and the Borrower.
3.14 Cross-Default.
The declaration of an event of default by any lender or other extender of credit to the Company under any notes, loans, agreements or
other instruments of the Company evidencing any indebtedness of the Company (including those filed as exhibits to or described in the
Company’s filings with the SEC), after the passage of all applicable notice and cure or grace periods.
3.15 Variable
Rate Transactions. The Borrower consummates a Variable Rate Transaction at any time on or after the Issue Date.
3.16 Inside
Information. Any attempt by the Borrower or its officers, directors, and/or affiliates to transmit, convey, disclose, or any actual
transmittal, conveyance, or disclosure by the Borrower or its officers, directors, and/or affiliates of, material non-public information
concerning the Borrower, to the Holder or its successors and assigns, which is not immediately cured by Borrower’s filing of a Form
8-K pursuant to Regulation FD on that same date.
3.17 Unavailability
of Rule 144. If, at any time on or after the date that is six (6) calendar months after the Issue Date, the Holder is unable to obtain
a standard “144 legal opinion letter” from an attorney in order to facilitate the Holder’s conversion of any portion
of the Note into free trading shares of the Borrower’s Common Stock pursuant to Rule 144.
3.18 Delisting,
Suspension, or Quotation of Trading of Common Stock. If, at any time on or after the Issue Date, the Borrower’s Common Stock
(i) is suspended from trading, (ii) halted from trading, and/or (iii) fails to be quoted or listed (as applicable) on a Principal Market.
3.19 Market
Capitalization. The Borrower fails to maintain a market capitalization of at least $1,500,000 on any Trading Day, which shall
be calculated by multiplying (i) the closing price of the Borrower’s common stock on the Trading Day immediately preceding the
respective date of calculation by (ii) the total shares of the Borrower’s common stock issued and outstanding on the Trading
Day immediately preceding the respective date of calculation.
3.20 Rights
and Remedies Upon an Event of Default. Upon the occurrence of any Event of Default specified in this Article III, this Note shall
become immediately due and payable, and the Borrower shall pay to the Holder, in full satisfaction of its obligations hereunder, an amount
equal to the Principal Amount then outstanding plus accrued interest (including any Default Interest) through the date of full repayment
multiplied by 150% (collectively the “Default Amount”), as well as all costs, including, without limitation, legal fees and
expenses, of collection, all without demand, presentment or notice, all of which hereby are expressly waived by the Borrower. Holder may,
in Holder’s sole discretion, convert all or any portion of this Note (including the Default Amount) into Common Stock pursuant to
the terms of this Note. Upon the occurrence of any Event of Default under this Note, the Holder may, in Holder’s sole discretion,
adjust the Conversion Price to fifty percent of the Conversion Price then in effect at the time of such Event of Default under this Note
(subject to adjustment as provided in this Note, including but not limited to appropriate adjustments for any stock dividend, stock split,
stock combination, rights offerings, reclassification or similar transaction that proportionately decreases or increases the Common Stock).
The Holder shall be entitled to exercise all other rights and remedies available at law or in equity.
ARTICLE IV. MISCELLANEOUS
4.1 Failure
or Indulgence Not Waiver. No failure or delay on the part of the Holder in the exercise of any power, right or privilege hereunder
shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further
exercise thereof or of any other right, power or privileges. All rights and remedies of the Holder existing hereunder are cumulative to,
and not exclusive of, any rights or remedies otherwise available.
4.2 Notices.
All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and,
unless otherwise specified herein, shall be transmitted by e-mail, addressed as set forth below or to such other address as such party
shall have specified most recently by written notice. Any notice or other communication required or permitted to be given hereunder shall
be deemed effective upon delivery by e-mail, with accurate confirmation generated by the transmitting machine, at the address or number
designated below (if delivered on a business day during normal business hours where such notice is to be received), or the first business
day following such delivery (if delivered other than on a business day during normal business hours where such notice is to be received).
The addresses for such communications shall be:
If to the Borrower, to:
NIGHTFOOD HOLDINGS, INC.
520 White Plains Road, Suite 500
Tarrytown, NY 10591
Attention: Lei Sonny Wang
e-mail: Sonny@nightfoodholdings.com
If to the Holder:
MAST HILL FUND, L.P.
150 Grossman Drive, Suite 205
Braintree, MA 02184
e-mail: admin@masthillfund.com
4.3 Amendments.
This Note and any provision hereof may only be amended by an instrument in writing signed by the Borrower and the Holder. The term “Note”
and all reference thereto, as used throughout this instrument, shall mean this instrument as originally executed, or if later amended
or supplemented, then as so amended or supplemented.
4.4 Assignability.
This Note shall be binding upon the Borrower and its successors and assigns, and shall inure to be the benefit of the Holder and its successors
and assigns. Neither the Borrower nor the Holder shall assign this Note or any rights or obligations hereunder without the prior written
consent of the other. Notwithstanding the foregoing, the Holder may assign its rights hereunder to any “accredited investor”
(as defined in Rule 501(a) of the 1933 Act) in a private transaction from the Holder or to any of its “affiliates”, as that
term is defined under the 1934 Act, without the consent of the Borrower. Notwithstanding anything in this Note to the contrary, this Note
may be pledged as collateral in connection with a bona fide margin account or other lending arrangement. The Holder and any assignee,
by acceptance of this Note, acknowledge and agree that following conversion of a portion of this Note, the unpaid and unconverted principal
amount of this Note represented by this Note may be less than the amount stated on the face hereof.
4.5 Cost
of Collection. If default is made in the payment of this Note, the Borrower shall pay the Holder hereof costs of collection, including
reasonable attorneys’ fees.
4.6 Governing
Law; Venue; Attorney’s Fees. This Note shall be governed by and construed in accordance with the laws of the State of Nevada
without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated
by this Note or any other agreement, certificate, instrument or document contemplated hereby shall be brought only in the state courts
located in the State of Nevada or federal courts located in the State of Nevada. The Borrower hereby irrevocably waives any objection
to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or
based upon forum non conveniens. THE BORROWER HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A
JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS NOTE OR ANY TRANSACTIONS CONTEMPLATED
HEREBY. Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, action
or proceeding in connection with this Note or any other agreement, certificate, instrument or document contemplated hereby or thereby
by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address
in effect for notices to it under this Note and agrees that such service shall constitute good and sufficient service of process and notice
thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.
The prevailing party in any action or dispute brought in connection with this the Note or any other agreement, certificate, instrument
or document contemplated hereby or thereby shall be entitled to recover from the other party its reasonable attorney’s fees and
costs.
4.7 Certain
Amounts. Whenever pursuant to this Note the Borrower is required to pay an amount in excess of the outstanding Principal Amount (or
the portion thereof required to be paid at that time) plus accrued and unpaid interest plus Default Interest on such interest, the Borrower
and the Holder agree that the actual damages to the Holder from the receipt of cash payment on this Note may be difficult to determine
and the amount to be so paid by the Borrower represents stipulated damages and not a penalty and is intended to compensate the Holder
in part for loss of the opportunity to convert this Note and to earn a return from the sale of shares of Common Stock acquired upon conversion
of this Note at a price in excess of the price paid for such shares pursuant to this Note. The Borrower and the Holder hereby agree that
such amount of stipulated damages is not plainly disproportionate to the possible loss to the Holder from the receipt of a cash payment
without the opportunity to convert this Note into shares of Common Stock.
4.8 Purchase
Agreement. The Company and the Holder shall be bound by the applicable terms of the Purchase Agreement and the documents entered into
in connection herewith and therewith.
4.9 Notice
of Corporate Events. Except as otherwise provided below, the Holder of this Note shall have no rights as a Holder of Common Stock
unless and only to the extent that it converts this Note into Common Stock. The Borrower shall provide the Holder with prior notification
of any meeting of the Borrower’s shareholders (and copies of proxy materials and other information sent to shareholders). In the
event of any taking by the Borrower of a record of its shareholders for the purpose of determining shareholders who are entitled to receive
payment of any dividend or other distribution, any right to subscribe for, purchase or otherwise acquire (including by way of merger,
consolidation, reclassification or recapitalization) any share of any class or any other securities or property, or to receive any other
right, or for the purpose of determining shareholders who are entitled to vote in connection with any change in control or any proposed
liquidation, dissolution or winding up of the Borrower, the Borrower shall mail a notice to the Holder, at least twenty (20) days prior
to the record date specified therein (or thirty (30) days prior to the consummation of the transaction or event, whichever is earlier),
of the date on which any such record is to be taken for the purpose of such dividend, distribution, right or other event, and a brief
statement regarding the amount and character of such dividend, distribution, right or other event to the extent known at such time. The
Borrower shall make a public announcement of any event requiring notification to the Holder hereunder substantially simultaneously with
the notification to the Holder in accordance with the terms of this Section 4.9.
4.10 Remedies.
The Borrower acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Holder, by vitiating the
intent and purpose of the transaction contemplated hereby. Accordingly, the Borrower acknowledges that the remedy at law for a breach
of its obligations under this Note will be inadequate and agrees, in the event of a breach or threatened breach by the Borrower of the
provisions of this Note, that the Holder shall be entitled, in addition to all other available remedies at law or in equity, and in addition
to the penalties assessable herein, to an injunction or injunctions restraining, preventing or curing any breach of this Note and to enforce
specifically the terms and provisions thereof, without the necessity of showing economic loss and without any bond or other security being
required.
4.11 Construction;
Headings. This Note shall be deemed to be jointly drafted by the Company and all the Holder and shall not be construed against any
person as the drafter hereof. The headings of this Note are for convenience of reference and shall not form part of, or affect the interpretation
of, this Note.
4.12 Usury.
To the extent it may lawfully do so, the Company hereby agrees not to insist upon or plead or in any manner whatsoever claim, and will
resist any and all efforts to be compelled to take the benefit or advantage of, usury laws wherever enacted, now or at any time hereafter
in force, in connection with any action or proceeding that may be brought by the Holder in order to enforce any right or remedy under
this Note. Notwithstanding any provision to the contrary contained in this Note, it is expressly agreed and provided that the total liability
of the Company under this Note for payments which under the applicable law are in the nature of interest shall not exceed the maximum
lawful rate authorized under applicable law (the “Maximum Rate”), and, without limiting the foregoing, in no event shall any
rate of interest or default interest, or both of them, when aggregated with any other sums which under the applicable law in the nature
of interest that the Company may be obligated to pay under this Note exceed such Maximum Rate. It is agreed that if the maximum contract
rate of interest allowed by applicable law and applicable to this Note is increased or decreased by statute or any official governmental
action subsequent to the Issue Date, the new maximum contract rate of interest allowed by law will be the Maximum Rate applicable to this
Note from the effective date thereof forward, unless such application is precluded by applicable law. If under any circumstances whatsoever,
interest in excess of the Maximum Rate is paid by the Company to the Holder with respect to indebtedness evidenced by this the Note, such
excess shall be applied by the Holder to the unpaid principal balance of any such indebtedness or be refunded to the Company, the manner
of handling such excess to be at the Holder’s election.
4.13 Severability.
In the event that any provision of this Note is invalid or unenforceable under any applicable statute or rule of law (including any judicial
ruling), then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to
conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the
validity or enforceability of any other provision of this Note.
4.14 Dispute
Resolution. In the case of a dispute as to the determination of the Conversion Price, Conversion Amount, any prepayment amount or
Default Amount, Issue, Closing or Maturity Date, the closing bid price, or fair market value (as the case may be) or the arithmetic calculation
of the Conversion Price or the applicable prepayment amount(s) (as the case may be), the Borrower or the Holder shall submit the disputed
determinations or arithmetic calculations via electronic mail (i) within two (2) Trading Days after receipt of the applicable notice giving
rise to such dispute to the Borrower or the Holder or (ii) if no notice gave rise to such dispute, at any time after the Holder learned
of the circumstances giving rise to such dispute. If the Holder and the Borrower are unable to agree upon such determination or calculation
within two (2) Trading Days of such disputed determination or arithmetic calculation (as the case may be) being submitted to the Borrower
or the Holder, then the Borrower shall, within two (2) Trading Days, submit (a) the disputed determination of the Conversion Price, the
closing bid price, the or fair market value (as the case may be) to an independent, reputable investment bank selected by the Borrower
and approved by the Holder or (b) the disputed arithmetic calculation of the Conversion Price, Conversion Amount, any prepayment amount
or Default Amount, to an independent, outside accountant selected by the Holder that is reasonably acceptable to the Borrower. The Borrower
shall cause at its expense the investment bank or the accountant to perform the determinations or calculations and notify the Borrower
and the Holder of the results no later than two (2) Trading Days from the time it receives such disputed determinations or calculations.
Such investment bank’s or accountant’s determination or calculation shall be binding upon all parties absent demonstrable
error.
[signature page follows]
IN WITNESS WHEREOF, Borrower
has caused this Note to be signed in its name by its duly authorized officer on September 23, 2024.
NIGHTFOOD HOLDINGS, INC.
| By: |
|
|
|
Name:
| Lei Sonny Wang |
|
|
|
Title: |
Chief Executive Officer |
|
EXHIBIT A -- NOTICE OF CONVERSION
The undersigned hereby elects
to convert $ _______principal amount of the Note (defined below) into that number of
shares of Common Stock to be issued pursuant to the conversion of the Note (“Common Stock”) as set forth below, of NIGHTFOOD
HOLDINGS, INC., a Nevada corporation (the “Borrower”), according to the conditions of the senior secured promissory note
of the Borrower dated as of September 23, 2024 (the “Note”), as of the date written below. No fee will be charged to the
Holder for any conversion, except for transfer taxes, if any.
Box Checked as to applicable instructions:
| |
☐ |
The Borrower shall electronically transmit the Common Stock issuable pursuant to this Notice of Conversion to the account of the undersigned or its nominee with DTC through its Deposit Withdrawal Agent Commission system (“DWAC Transfer”). |
| |
|
|
| |
|
Name of DTC Prime Broker: |
| |
|
Account Number: |
| |
☐ |
The undersigned hereby requests that the
Borrower issue a certificate or certificates for the number of shares of Common Stock set forth below (which numbers are based on
the Holder’s calculation attached hereto) in the name(s) specified immediately below or, if additional space is necessary, on
an attachment hereto: |
| |
Date of Conversion: |
|
|
| |
Applicable Conversion Price: |
$ |
|
| |
Number of Shares of Common Stock to be Issued Pursuant to Conversion of the Note: |
|
|
| |
Amount of Principal Balance Due remaining Under the Note after this conversion: |
|
|
17
Exhibit 10.22
SECURITIES PURCHASE AGREEMENT
This SECURITIES
PURCHASE AGREEMENT (the “Agreement”), dated as of September 23, 2024, by and between NIGHTFOOD HOLDINGS, INC.,
a Nevada corporation, with headquarters located at 520 White Plains Road, Suite 500, Tarrytown, NY 10591 (the “Company”),
and MAST HILL FUND, L.P., a Delaware limited partnership, with its address at 150 Grossman Drive, Suite 205, Braintree, MA 02184
(the “Buyer”).
WHEREAS:
A. The
Company and the Buyer are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded
by Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Act”) and Rule 506(b) promulgated by the United States
Securities and Exchange Commission (the “SEC”) under the 1933 Act;
B. Buyer
desires to purchase from the Company, and the Company desires to issue and sell to the Buyer, upon the terms and conditions set forth
in this Agreement, a senior secured promissory note of the Company, in the aggregate principal amount of $473,000.00 (as the principal
amount thereof may be increased pursuant to the terms thereof, and together with any note(s) issued in replacement thereof or as a dividend
thereon or otherwise with respect thereto in accordance with the terms thereof, in the form attached hereto as Exhibit A, the “Note”),
convertible into shares of common stock, $0.001 par value per share, of the Company (the “Common Stock”), upon the terms and
subject to the limitations and conditions set forth in such Note;
C. In
connection with the execution of this Agreement, the Company and the Buyer are also entering into that certain seventh amendment to the
security agreement dated on or around June 1, 2023 (the “Security Amendment”), seventh amendment to the pledge agreement dated
on or around June 1, 2023 (the “Pledge Amendment”), and seventh amendment to the guarantee agreement dated on or around June
1, 2023 (the “Guarantee Amendment”);
D. The
Buyer wishes to purchase, upon the terms and conditions stated in this Agreement, such principal amount of the Note as is set forth immediately
below its name on the signature pages hereto.
NOW THEREFORE,
in consideration of the foregoing and of the agreements and covenants herein contained, and for other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the Company and the Buyer hereby agree as follows:
1. Purchase and Sale of Note.
a. Purchase
of Note. On the Closing Date (as defined below), the Company shall issue and sell to the Buyer, and the Buyer agrees to purchase from
the Company, the Note, as further provided herein. As used in this Agreement, the term “business day” shall mean any day other
than a Saturday, Sunday, or a day on which commercial banks in the city of New York, New York are authorized or required by law or executive
order to remain closed.
b. Form of Payment. On the Closing
Date: (i) the Buyer shall pay the purchase price of $402,050.00 (the “Purchase Price”) for the Note, to be issued and
sold to it at the Closing (as defined below), by wire transfer of immediately available funds to the Company, in accordance with the
Company’s written wiring instructions, against delivery of the Note, and (ii) the Company shall deliver such duly executed
Note on behalf of the Company, to the Buyer, against delivery of such Purchase Price. On the Closing, the Buyer shall withhold a
non-accountable sum of $8,000.00 from the Purchase Price to cover the Buyer’s legal fees in connection with the transactions
contemplated by this Agreement.
c. Closing
Date. Subject to the satisfaction (or written waiver) of the conditions thereto set forth in Section 6 and Section 7 below, the date
and time of the issuance and sale of the Note pursuant to this Agreement (the “Closing Date”) shall be on the date that the
Purchase Price for the Note is paid by Buyer pursuant to terms of this Agreement.
d. Closing.
The closing of the transactions contemplated by this Agreement (the “Closing”) shall occur on the Closing Date at such location
as may be agreed to by the parties (including via exchange of electronic signatures).
2. Buyer’s
Representations and Warranties. The Buyer represents and warrants to the Company as of the Closing Date that:
a. Investment
Purpose. As of the Closing Date, the Buyer is purchasing the Note (the Note, and shares of Common Stock issuable upon conversion of
or otherwise pursuant to the Note (the “Conversion Shares”) shall collectively be referred to herein as the “Securities”)
for its own account and not with a present view towards the public sale or distribution thereof, except pursuant to sales registered or
exempted from registration under the 1933 Act; provided, however, that by making the representations herein, the Buyer does
not agree to hold any of the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at
any time in accordance with or pursuant to a registration statement or an exemption under the 1933 Act.
b. Accredited
Investor Status. The Buyer is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D (an “Accredited
Investor”).
c. Reliance
on Exemptions. The Buyer understands that the Securities are being offered and sold to it in reliance upon specific exemptions from
the registration requirements of United States federal and state securities laws and that the Company is relying upon the truth and accuracy
of, and the Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Buyer
set forth herein in order to determine the availability of such exemptions and the eligibility of the Buyer to acquire the Securities.
d. Information.
The Buyer and its advisors, if any, have been, and for so long as the Note remains outstanding will continue to be, furnished with all
materials relating to the business, finances and operations of the Company and materials relating to the offer and sale of the Securities
which have been requested by the Buyer or its advisors. The Buyer and its advisors, if any, have been, and for so long as the Note remains
outstanding will continue to be, afforded the opportunity to ask questions of the Company regarding its business and affairs. Notwithstanding
the foregoing, the Company has not disclosed to the Buyer any material nonpublic information regarding the Company or otherwise and will
not disclose such information unless such information is disclosed to the public prior to or promptly following such disclosure to the
Buyer. Neither such inquiries nor any other due diligence investigation conducted by Buyer or any of its advisors or representatives shall
modify, amend or affect Buyer’s right to rely on the Company’s representations and warranties contained in Section 3 below.
e. Governmental
Review. The Buyer understands that no United States federal or state agency or any other government or governmental agency has passed
upon or made any recommendation or endorsement of the Securities.
f. Transfer
or Re-sale. The Buyer understands that (i) the sale or resale of the Securities has not been and is not being registered under
the 1933 Act or any applicable state securities laws, and the Securities may not be transferred unless (a) the Securities are sold
pursuant to an effective registration statement under the 1933 Act, (b) the Buyer shall have delivered to the Company, at the cost
of the Company, an opinion of counsel (which may be the Legal Counsel Opinion (as defined below)) that shall be in form, substance
and scope customary for opinions of counsel in comparable transactions to the effect that the Securities to be sold or transferred
may be sold or transferred pursuant to an exemption from such registration, which opinion shall be accepted by the Company, (c) the
Securities are sold or transferred to an “affiliate” (as defined in Rule 144 promulgated under the 1933 Act (or a
successor rule) (“Rule 144”)) of the Buyer who agrees to sell or otherwise transfer the Securities only in accordance
with this Section 2(f) and who is an Accredited Investor, (d) the Securities are sold pursuant to Rule 144 or other applicable
exemption, or (e) the Securities are sold pursuant to Regulation S under the 1933 Act (or a successor rule) (“Regulation
S”), and the Buyer shall have delivered to the Company, at the cost of the Company, an opinion of counsel that shall be in
form, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be accepted by the
Company; (ii) any sale of such Securities made in reliance on Rule 144 may be made only in accordance with the terms of said Rule
and further, if said Rule is not applicable, any re-sale of such Securities under circumstances in which the seller (or the person
through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 Act) may require compliance
with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor
any other person is under any obligation to register such Securities under the 1933 Act or any state securities laws or to comply
with the terms and conditions of any exemption thereunder (in each case). Notwithstanding the foregoing or anything else contained
herein to the contrary, the Securities may be pledged in connection with a bona fide margin account or other lending
arrangement secured by the Securities, and such pledge of Securities shall not be deemed to be a transfer, sale or assignment of the
Securities hereunder, and the Buyer in effecting such pledge of Securities shall be not required to provide the Company with any
notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or otherwise.
g. Legends.
The Buyer understands that until such time as the Note and Conversion Shares have been registered under the 1933 Act or may be sold pursuant
to Rule 144, Rule 144A under the 1933 Act, Regulation S, or other applicable exemption without any restriction as to the number of securities
as of a particular date that can then be immediately sold, the Securities may bear a restrictive legend in substantially the following
form (and a stop-transfer order may be placed against transfer of such Securities):
“NEITHER THE ISSUANCE AND
SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE [CONVERTIBLE/EXERCISABLE] HAVE
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR
SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM,
THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144, RULE 144A, REGULATION S, OR OTHER APPLICABLE
EXEMPTION UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR
OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.”
The legend set
forth above shall be removed and the Company shall issue a certificate or book entry statement for the applicable shares of Common Stock
without such legend to the holder of any Security upon which it is stamped or (as requested by such holder) issue the applicable shares
of Common Stock to such holder by electronic delivery by crediting the account of such holder’s broker with The Depository Trust
Company (“DTC”), if, unless otherwise required by applicable state securities laws, (a) such Security is registered
for sale under an effective registration statement filed under the 1933 Act or otherwise may be sold pursuant to Rule 144, Rule 144A,
Regulation S, or other applicable exemption without any restriction as to the number of securities as of a particular date that can then
be immediately sold, or (b) the Company or the Buyer provides the Legal Counsel Opinion (as contemplated by and in accordance with Section
4(m) hereof) to the effect that a public sale or transfer of such Security may be made without registration under the 1933 Act, which
opinion shall be accepted by the Company so that the sale or transfer is effected. The Company shall be responsible for the fees of its
transfer agent and all DTC fees associated with any such issuance. The Buyer agrees to sell all Securities, including those represented
by a certificate(s) from which the legend has been removed, in compliance with applicable prospectus delivery requirements, if any. In
the event that the Company does not accept the opinion of counsel provided by the Buyer with respect to the transfer of Securities pursuant
to an exemption from registration, such as Rule 144, Rule 144A, Regulation S, or other applicable exemption at the Deadline (as defined
in the Note), it will be considered an Event of Default pursuant to Section 3.2 of the Note.
h. Authorization;
Enforcement. This Agreement has been duly and validly authorized by the Buyer and has been duly executed and delivered on behalf
of the Buyer, and this Agreement constitutes a valid and binding agreement of the Buyer enforceable in accordance with its terms,
except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting
creditors’ rights generally and except as may be limited by the exercise of judicial discretion in applying principles of
equity.
3. Representations
and Warranties of the Company. The Company represents and warrants to the Buyer as of the Closing Date that:
a. Organization
and Qualification. The Company and each of its Subsidiaries (as defined below), if any, is a corporation duly organized, validly existing
and in good standing under the laws of the jurisdiction in which it is incorporated, with full power and authority (corporate and other)
to own, lease, use and operate its properties and to carry on its business as and where now owned, leased, used, operated and conducted.
Schedule 3(a), if attached hereto, sets forth a list of all of the Subsidiaries of the Company and the jurisdiction in which each is incorporated.
The Company and each of its Subsidiaries is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction
in which its ownership or use of property or the nature of the business conducted by it makes such qualification necessary except where
the failure to be so qualified or in good standing would not have a Material Adverse Effect. “Material Adverse Effect” means
any material adverse effect on the business, operations, assets, financial condition or prospects of the Company or its Subsidiaries,
if any, taken as a whole, or on the transactions contemplated hereby or by the agreements or instruments to be entered into in connection
herewith. “Subsidiaries” means any corporation or other organization, whether incorporated or unincorporated, in which the
Company owns, directly or indirectly, any equity or other ownership interest.
b. Authorization;
Enforcement. The Company has all requisite corporate power and authority to enter into and perform this Agreement, the Note, and to
consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof,
(ii) the execution and delivery of this Agreement, the Note, and Conversion Shares by the Company and the consummation by it of the transactions
contemplated hereby and thereby (including without limitation, the issuance of the Note, as well as the issuance and reservation for issuance
of the Conversion Shares issuable upon conversion of the Note) have been duly authorized by the Company’s Board of Directors and
no further consent or authorization of the Company, its Board of Directors, its shareholders, or its debt holders is required, (iii) this
Agreement and the Note (together with any other instruments executed in connection herewith or therewith) have been duly executed and
delivered by the Company by its authorized representative, and such authorized representative is the true and official representative
with authority to sign this Agreement, the Note and the other instruments documents executed in connection herewith or therewith and bind
the Company accordingly, and (iv) this Agreement constitutes, and upon execution and delivery by the Company of the Note, each of such
instruments will constitute, a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with
their terms.
c. Capitalization;
Governing Documents. As of September 23, 2024, the authorized capital stock of the Company consists of: 200,000,000 authorized shares
of Common Stock, of which 128,957,407 shares were issued and outstanding, and 1,005,000 authorized shares of preferred stock, of which
1,000 shares of Series A preferred stock, 1,950 shares of Series B preferred stock, 13,333 shares of Series C convertible preferred stock,
and 1,667 shares of Series D preferred stock were issued and outstanding. All of such outstanding shares of capital stock of the Company
and the Conversion Shares are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of
capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens
or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as
publicly announced prior to such date and reflected in the SEC Documents of the Company (i) there are no outstanding options, warrants,
scrip, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights
of any character whatsoever relating to, or securities or rights convertible into or exchangeable for any shares of capital stock of the
Company or any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional
shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company
or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are
no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights
to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished or made available (which
may be through the SEC Documents) to the Buyer true and correct copies of the Company’s Certificate of Incorporation as in effect
on the date hereof (“Certificate of Incorporation”), the Company’s By-laws, as in effect on the date hereof (the “By-laws”),
and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders
thereof in respect thereto.
d. Issuance
of Conversion Shares. The Conversion Shares are duly authorized and reserved for issuance (or will be reserved for issuance as provided
in the Note) and, upon conversion of the Note in accordance with its terms, will be validly issued, fully paid and non-assessable, and
free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or
other similar rights of shareholders of the Company and will not impose personal liability upon the holder thereof.
e. [Intentionally
Omitted].
f. Acknowledgment
of Dilution. The Company understands and acknowledges the potentially dilutive effect of the Conversion Shares to the Common Stock
upon the conversion of the Note. The Company further acknowledges that its obligation to issue, upon conversion of the Note, the Conversion
Shares in accordance with the terms thereof, are absolute and unconditional regardless of the dilutive effect that such issuance may have
on the ownership interests of other shareholders of the Company.
g. Ranking;
No Conflicts. Once the Company pays the Final Settlement Payments (as defined in this Agreement), the Note shall have priority in
payment and performance over all indebtedness of the Company and its Subsidiaries, as further provided in that certain Security Amendment
entered into between the Company, the Subsidiaries, and the Buyer on the date of this Agreement, a form of which is attached hereto as
Exhibit C. The Company represents and warrants that, once the Company pays the Final Settlement Payments, there will be no security
interests in, or liens on, the Company’s assets except as created in favor of the Buyer under the Security Amendment. The execution,
delivery and performance of this Agreement and the Note by the Company and the consummation by the Company of the transactions contemplated
hereby and thereby (including, without limitation, the issuance and reservation for issuance of the Conversion Shares) will not (i) conflict
with or result in a violation of any provision of the Certificate of Incorporation or By-laws, or (ii) violate or conflict with, or result
in a breach of any provision of, or constitute a default (or an event which with notice or lapse of time or both could become a default)
under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, note, evidence of indebtedness,
indenture, patent, patent license or instrument to which the Company or any of its Subsidiaries is a party, or (iii) result in a violation
of any law, rule, regulation, order, judgment or decree (including federal and state securities laws and regulations and regulations of
any self-regulatory organizations to which the Company or its securities is subject) applicable to the Company or any of its Subsidiaries
or by which any property or asset of the Company or any of its Subsidiaries is bound or affected (except for such conflicts, defaults,
terminations, amendments, accelerations, cancellations and violations as would not, individually or in the aggregate, have a Material
Adverse Effect), or (iv) trigger any anti-dilution and/or ratchet provision contained in any other contract in which the Company is a
party thereto or any security issued by the Company. Neither the Company nor any of its Subsidiaries is in violation of its Certificate
of Incorporation, By-laws or other organizational documents and neither the Company nor any of its Subsidiaries is in default (and no
event has occurred which with notice or lapse of time or both could put the Company or any of its Subsidiaries in default) under, and
neither the Company nor any of its Subsidiaries has taken any action or failed to take any action that would give to others any rights
of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Company or any of its
Subsidiaries is a party or by which any property or assets of the Company or any of its Subsidiaries is bound or affected, except for
possible defaults as would not, individually or in the aggregate, have a Material Adverse Effect. The businesses of the Company and its
Subsidiaries, if any, are not being conducted, and shall not be conducted so long as the Buyer owns any of the Securities, in violation
of any law, ordinance or regulation of any governmental entity. Except as specifically contemplated by this Agreement and as required
under the 1933 Act and any applicable state securities laws, the Company is not required to obtain any consent, authorization or order
of, or make any filing or registration with, any court, governmental agency, regulatory agency, self-regulatory organization or stock
market or any third party in order for it to execute, deliver or perform any of its obligations under this Agreement and the Note in accordance
with the terms hereof or thereof or to issue and sell the Note in accordance with the terms hereof and, upon conversion of the Note, issue
Conversion Shares. All consents, authorizations, orders, filings and registrations which the Company is required to obtain pursuant to
the preceding sentence have been obtained or effected on or prior to the date hereof. The Company is not in violation of the listing requirements
of the Principal Market (as defined herein) and does not reasonably anticipate that the Common Stock will be delisted by the Principal
Market in the foreseeable future. The Company and its Subsidiaries are unaware of any facts or circumstances which might give rise to
any of the foregoing. The “Principal Market” shall mean the principal securities exchange or trading market where such Common
Stock is listed or traded, including but not limited to any tier of the OTC Markets, any tier of the NASDAQ Stock Market (including NASDAQ
Capital Market), or the NYSE American, or any successor to such markets.
h. SEC
Documents; Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents required to be
filed by it with the SEC pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “1934 Act”)
(all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto
and documents (other than exhibits to such documents) incorporated by reference therein, being hereinafter referred to herein as the “SEC
Documents”). As of their respective dates, the SEC Documents complied in all material respects with the requirements of the 1934
Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at
the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required
to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not
misleading. None of the statements made in any such SEC Documents is, or has been, required to be amended or updated under applicable
law (except for such statements as have been amended or updated in subsequent filings prior the date hereof). As of their respective dates,
the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting
requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in
accordance with United States generally accepted accounting principles, consistently applied, during the periods involved and fairly present
in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof
and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements,
to normal year-end audit adjustments). Except as set forth in the financial statements of the Company included in the SEC Documents, the
Company has no liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business subsequent
to March 31, 2024, and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under
generally accepted accounting principles to be reflected in such financial statements, which, individually or in the aggregate, are not
material to the financial condition or operating results of the Company. The Company is subject to the reporting requirements of the 1934
Act. The Company has never been a “shell company” as described in Rule 144(i)(1)(i).
i. Absence
of Certain Changes. Since March 31, 2024, there has been no material adverse change and no material adverse development in the assets,
liabilities, business, properties, operations, financial condition, results of operations, prospects or 1934 Act reporting status of the
Company or any of its Subsidiaries.
j. Absence
of Litigation. There is no action, suit, claim, proceeding, inquiry or investigation before or by any court, public board, government
agency, self-regulatory organization or body pending or, to the knowledge of the Company or any of its Subsidiaries, threatened against
or affecting the Company or any of its Subsidiaries, or their officers or directors in their capacity as such, that could have a Material
Adverse Effect. With the exception of a certain pending lawsuit filed June 2, 2022 titled Jose Meija vs. Nightfood Inc. regarding the
accessibility of the Nightfood.com website for consumers with visual impairments, which the Company believes is part of a coordinated
effort on behalf of certain law firms to use the Americans with Disabilities Act to extort settlements from companies that conduct commerce
online, and which the Company has retained counsel and expects to settle for between $10,000 and $16,000, the SEC Documents contain a
complete list and summary description of any pending or, to the knowledge of the Company, threatened proceeding against or affecting the
Company or any of its Subsidiaries, without regard to whether it would have a Material Adverse Effect. The Company and its Subsidiaries
are unaware of any facts or circumstances which might give rise to any of the foregoing.
k. Intellectual
Property. The Company and each of its Subsidiaries owns or possesses the requisite licenses or rights to use all patents, patent applications,
patent rights, inventions, know-how, trade secrets, trademarks, trademark applications, service marks, service names, trade names and
copyrights (“Intellectual Property”) necessary to enable it to conduct its business as now operated (and, as presently contemplated
to be operated in the future); there is no claim or action by any person pertaining to, or proceeding pending, or to the Company’s
knowledge threatened, which challenges the right of the Company or of a Subsidiary with respect to any Intellectual Property necessary
to enable it to conduct its business as now operated (and, as presently contemplated to be operated in the future); to the best of the
Company’s knowledge, the Company’s or its Subsidiaries’ current and intended products, services and processes do not
infringe on any Intellectual Property or other rights held by any person; and the Company is unaware of any facts or circumstances which
might give rise to any of the foregoing. The Company and each of its Subsidiaries have taken reasonable security measures to protect the
secrecy, confidentiality and value of their Intellectual Property.
l. No
Materially Adverse Contracts, Etc. Neither the Company nor any of its Subsidiaries is subject to any charter, corporate or other legal
restriction, or any judgment, decree, order, rule or regulation which in the judgment of the Company’s officers has or is expected
in the future to have a Material Adverse Effect. Neither the Company nor any of its Subsidiaries is a party to any contract or agreement
which in the judgment of the Company’s officers has or is expected to have a Material Adverse Effect.
m. Tax
Status. The Company and each of its Subsidiaries has made or filed all federal, state and foreign income and all other tax returns,
reports and declarations required by any jurisdiction to which it is subject (unless and only to the extent that the Company and each
of its Subsidiaries has set aside on its books provisions reasonably adequate for the payment of all unpaid and unreported taxes) and
has paid all taxes and other governmental assessments and charges that are material in amount, shown or determined to be due on such returns,
reports and declarations, except those being contested in good faith and has set aside on its books provisions reasonably adequate for
the payment of all taxes for periods subsequent to the periods to which such returns, reports or declarations apply. There are no unpaid
taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the officers of the Company know of no
basis for any such claim. The Company has not executed a waiver with respect to the statute of limitations relating to the assessment
or collection of any foreign, federal, state or local tax. None of the Company’s tax returns is presently being audited by any taxing
authority.
n. Transactions
with Affiliates. Except as disclosed in the SEC Documents or for arm’s length transactions pursuant to which the Company or
any of its Subsidiaries makes payments in the ordinary course of business upon terms no less favorable than the Company or any of its
Subsidiaries could obtain from third parties and other than the grant of stock options described in the SEC Documents, none of the officers,
directors, or employees of the Company is presently a party to any transaction with the Company or any of its Subsidiaries (other than
for services as employees, officers and directors), including any contract, agreement or other arrangement providing for the furnishing
of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from any officer,
director or such employee or, to the knowledge of the Company, any corporation, partnership, trust or other entity in which any officer,
director, or any such employee has a substantial interest or is an officer, director, trustee or partner.
o. Disclosure.
All information relating to or concerning the Company or any of its Subsidiaries set forth in this Agreement and provided to the Buyer
pursuant to Section 2(d) hereof and otherwise in connection with the transactions contemplated hereby is true and correct in all material
respects and the Company has not omitted to state any material fact necessary in order to make the statements made herein or therein,
in light of the circumstances under which they were made, not misleading. No event or circumstance has occurred or exists with respect
to the Company or any of its Subsidiaries or its or their business, properties, prospects, operations or financial conditions, which,
under applicable law, rule or regulation, requires public disclosure or announcement by the Company but which has not been so publicly
announced or disclosed (assuming for this purpose that the Company’s reports filed under the 1934 Act are being incorporated into
an effective registration statement filed by the Company under the 1933 Act).
p. Acknowledgment
Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the Buyer is acting solely in the capacity
of arm’s length purchaser with respect to this Agreement and the transactions contemplated hereby. The Company further acknowledges
that the Buyer is not acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to this Agreement
and the transactions contemplated hereby and any statement made by the Buyer or any of its respective representatives or agents in connection
with this Agreement and the transactions contemplated hereby is not advice or a recommendation and is merely incidental to the Buyer’s
purchase of the Securities. The Company further represents to the Buyer that the Company’s decision to enter into this Agreement
has been based solely on the independent evaluation of the Company and its representatives.
q. No
Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf, has directly
or indirectly made any offers or sales in any security or solicited any offers to buy any security under circumstances that would
require registration under the 1933 Act of the issuance of the Securities to the Buyer. The issuance of the Securities to the Buyer
will not be integrated with any other issuance of the Company’s securities (past, current or future) for purposes of any
shareholder approval provisions applicable to the Company or its securities.
r. No
Brokers; No Solicitation. Except with respect to J. H. Darbie & Co., a registered broker-dealer (CRD#: 43520), the Company has
taken no action which would give rise to any claim by any person for brokerage commissions, transaction fees or similar payments relating
to this Agreement or the transactions contemplated hereby. The Company represents and warrants that neither the Buyer nor its employee(s),
member(s), beneficial owner(s), or partner(s) solicited the Company to enter into this Agreement and consummate the transactions described
in this Agreement. The Company represents and warrants that neither the Buyer nor its employee(s), member(s), beneficial owner(s), or
partner(s) is required to be registered as a broker-dealer under the Securities Exchange Act of 1934 in order to (i) enter into or consummate
the transactions encompassed by this Agreement, Security Amendment, Pledge Amendment, Guarantee Amendment, the Note, and the related transaction
documents entered into in connection herewith (the “Transaction Documents”), (ii) fulfill the Buyer’s obligations under
the Transaction Documents, or (iii) exercise any of the Buyer’s rights under the Transaction Documents (including but not limited
to the sale of the Securities).
s. Permits;
Compliance. The Company and each of its Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits,
easements, variances, exemptions, consents, certificates, approvals and orders necessary to own, lease and operate its properties and
to carry on its business as it is now being conducted (collectively, the “Company Permits”), and there is no action pending
or, to the knowledge of the Company, threatened regarding suspension or cancellation of any of the Company Permits. Neither the Company
nor any of its Subsidiaries is in conflict with, or in default or violation of, any of the Company Permits, except for any such conflicts,
defaults or violations which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. Since
March 31, 2024, neither the Company nor any of its Subsidiaries has received any notification with respect to possible conflicts, defaults
or violations of applicable laws, except for notices relating to possible conflicts, defaults or violations, which conflicts, defaults
or violations would not have a Material Adverse Effect.
t. Environmental Matters.
(i) There
are, to the Company’s knowledge, with respect to the Company or any of its Subsidiaries or any predecessor of the Company, no past
or present violations of Environmental Laws (as defined below), releases of any material into the environment, actions, activities, circumstances,
conditions, events, incidents, or contractual obligations which may give rise to any common law environmental liability or any liability
under the Comprehensive Environmental Response, Compensation and Liability Act of 1980 or similar federal, state, local or foreign laws
and neither the Company nor any of its Subsidiaries has received any notice with respect to any of the foregoing, nor is any action pending
or, to the Company’s knowledge, threatened in connection with any of the foregoing. The term “Environmental Laws” means
all federal, state, local or foreign laws relating to pollution or protection of human health or the environment (including, without limitation,
ambient air, surface water, groundwater, land surface or subsurface strata), including, without limitation, laws relating to emissions,
discharges, releases or threatened releases of chemicals, pollutants contaminants, or toxic or hazardous substances or wastes (collectively,
“Hazardous Materials”) into the environment, or otherwise relating to the manufacture, processing, distribution, use, treatment,
storage, disposal, transport or handling of Hazardous Materials, as well as all authorizations, codes, decrees, demands or demand letters,
injunctions, judgments, licenses, notices or notice letters, orders, permits, plans or regulations issued, entered, promulgated or approved
thereunder.
(ii) Other
than those that are or were stored, used or disposed of in compliance with applicable law, no Hazardous Materials are contained on or
about any real property currently owned, leased or used by the Company or any of its Subsidiaries, and no Hazardous Materials were released
on or about any real property previously owned, leased or used by the Company or any of its Subsidiaries during the period the property
was owned, leased or used by the Company or any of its Subsidiaries, except in the normal course of the Company’s or any of its
Subsidiaries’ business.
(iii) There
are no underground storage tanks on or under any real property owned, leased or used by the Company or any of its Subsidiaries that are
not in compliance with applicable law.
u. Title
to Property. The Company and its Subsidiaries have good and marketable title in fee simple to all real property and good and marketable
title to all personal property owned by them which is material to the business of the Company and its Subsidiaries, in each case free
and clear of all liens, encumbrances and defects except such as are described in Schedule 3(u), if attached hereto, or such as would not
have a Material Adverse Effect. Any real property and facilities held under lease by the Company and its Subsidiaries are held by them
under valid, subsisting and enforceable leases with such exceptions as would not have a Material Adverse Effect.
v. Insurance.
The Company and each of its Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks
and in such amounts as management of the Company believes to be prudent and customary in the businesses in which the Company and its Subsidiaries
are engaged. Neither the Company nor any such Subsidiary has any reason to believe that it will not be able to renew its existing insurance
coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business
at a cost that would not have a Material Adverse Effect. Upon written request the Company will provide to the Buyer true and correct copies
of all policies relating to directors’ and officers’ liability coverage, errors and omissions coverage, and commercial general
liability coverage.
w. Internal
Accounting Controls. Except as may be disclosed in the SEC Documents, the Company and each of its Subsidiaries maintain a system of
internal accounting controls sufficient, in the judgment of the Company’s board of directors, to provide reasonable assurance that
(i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded
as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain
asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization
and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is
taken with respect to any differences.
x. Foreign
Corrupt Practices. Neither the Company, nor any of its Subsidiaries, nor any director, officer, agent, employee or other person acting
on behalf of the Company or any Subsidiary has, in the course of his actions for, or on behalf of, the Company, used any corporate funds
for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity; made any direct or indirect
unlawful payment to any foreign or domestic government official or employee from corporate funds; violated or is in violation of any provision
of the U.S. Foreign Corrupt Practices Act of 1977, as amended, or made any bribe, rebate, payoff, influence payment, kickback or other
unlawful payment to any foreign or domestic government official or employee.
y. Solvency.
The Company has no information that would lead it to reasonably conclude that the Company would not, after giving effect to the transaction
contemplated by this Agreement, have the ability to, nor does it intend to take any action that would impair its ability to, pay its debts
from time to time incurred in connection therewith as such debts mature.
z. No
Investment Company. The Company is not, and upon the issuance and sale of the Securities as contemplated by this Agreement will not
be an “investment company” required to be registered under the Investment Company Act of 1940 (an “Investment Company”).
The Company is not controlled by an Investment Company.
aa. No Off Balance
Sheet Arrangements. There is no transaction, arrangement, or other relationship between the Company or any of its Subsidiaries and
an unconsolidated or other off balance sheet entity that is required to be disclosed by the Company in its 1934 Act filings and is not
so disclosed or that otherwise could be reasonably likely to have a Material Adverse Effect.
bb. No
Disqualification Events. None of the Company, any of its predecessors, any affiliated issuer, any director, executive officer,
other officer of the Company participating in the offering hereunder, any beneficial owner of 20% or more of the Company’s
outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405
under the 1933 Act) connected with the Company in any capacity at the time of sale (each, an “Issuer Covered Person”) is
subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the 1933 Act (a
“Disqualification Event”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3). The Company has
exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification Event.
cc. Manipulation
of Price. The Company has not, and to its knowledge no one acting on its behalf has: (i) taken, directly or indirectly, any action
designed to cause or to result, or that could reasonably be expected to cause or result, in the stabilization or manipulation of the price
of any security of the Company to facilitate the sale or resale of any of the Securities, (ii) sold, bid for, purchased, or paid any compensation
for soliciting purchases of, any of the Securities, or (iii) paid or agreed to pay to any person any compensation for soliciting another
to purchase any other securities of the Company.
dd. Bank Holding
Company Act. Neither the Company nor any of its Subsidiaries is subject to the Bank Holding Company Act of 1956, as amended (the “BHCA”)
and to regulation by the Board of Governors of the Federal Reserve System (the “Federal Reserve”). Neither the Company nor
any of its Subsidiaries or affiliates owns or controls, directly or indirectly, five percent (5%) or more of the outstanding shares of
any class of voting securities or twenty-five percent (25%) or more of the total equity of a bank or any entity that is subject to the
BHCA and to regulation by the Federal Reserve. Neither the Company nor any of its Subsidiaries or affiliates exercises a controlling influence
over the management or policies of a bank or any entity that is subject to the BHCA and to regulation by the Federal Reserve.
ee. Illegal or
Unauthorized Payments; Political Contributions. Neither the Company nor any of its Subsidiaries nor, to the Company’s knowledge,
any of the officers, directors, employees, agents or other representatives of the Company or any of its Subsidiaries or any other business
entity or enterprise with which the Company or any Subsidiary is or has been affiliated or associated, has, directly or indirectly, made
or authorized any payment, contribution or gift of money, property, or services, whether or not in contravention of applicable law, (i)
as a kickback or bribe to any person or (ii) to any political organization, or the holder of or any aspirant to any elective or appointive
public office except for personal political contributions not involving the direct or indirect use of funds of the Company or any of its
Subsidiaries.
ff. Breach of
Representations and Warranties by the Company. The Company agrees that if the Company breaches any of the representations or warranties
set forth in this Section 3 and in addition to any other remedies available to the Buyer pursuant to this Agreement, it will be considered
an Event of Default under Section 3.4 of the Note.
4. ADDITIONAL COVENANTS, AGREEMENTS AND ACKNOWLEDGEMENTS.
a. Best
Efforts. The parties shall use their best efforts to satisfy timely each of the conditions described in Section 6 and 7 of this Agreement.
b. Form
D; Blue Sky Laws. The Company agrees to file a Form D with respect to the Securities if required under Regulation D and to provide
a copy thereof to the Buyer promptly after such filing. The Company shall, on or before the Closing Date, take such action as the Company
shall reasonably determine is necessary to qualify the Securities for sale to the Buyer at the applicable closing pursuant to this Agreement
under applicable securities or “blue sky” laws of the states of the United States (or to obtain an exemption from such qualification),
and shall provide evidence of any such action so taken to the Buyer on or prior to the Closing Date.
c. Use
of Proceeds. The Company shall use the proceeds for business development and expenses related to compliance and merger and ongoing
acquisition activity, and not for any other purpose, including but not limited to (i) the repayment of any indebtedness owed to officers,
directors or employees of the Company or their affiliates, (ii) any loan to or investment in any other corporation, partnership, enterprise
or other person (except in connection with the Company’s currently existing operations), (iii) any loan, credit, or advance to any
officers, directors, employees, or affiliates of the Company, or (iv) in violation or contravention of any applicable law, rule or regulation.
d. Right of Participation and First Refusal.
(i) Other
than arrangements that are in place or disclosed in SEC Documents prior to the date of this
Agreement, from the date of this Agreement until the Note is extinguished in its entirety, the Company will not, (i) directly or indirectly,
offer, sell, grant any option to purchase, or otherwise dispose of (or announce any offer, sale, grant or any option to purchase or other
disposition of) any of its or its Subsidiaries’ debt, equity, or equity equivalent securities, including without limitation any
debt, preferred shares or other instrument or security that is, at any time during its life and/or under any circumstances, convertible
into, exchangeable, or exercisable for Common Stock (any such offer, sale, grant, disposition or announcement being referred to as a “Subsequent
Placement”) or (ii) enter into any definitive agreement with regard to the foregoing, in each case unless the Company shall have
first complied with this Section 4(d).
(ii) The
Company shall deliver to the Buyer an irrevocable written notice (the “Offer Notice”) of any proposed or intended Subsequent
Placement, which shall (w) identify and describe the Subsequent Placement, (x) describe the price and other terms upon which they are
to be issued, sold or exchanged, and the number or amount of the securities in the Subsequent Placement to be issued, sold, or exchanged
and (y) offer to issue and sell to or exchange with the Buyer at least one hundred percent (100%) of the securities in the Subsequent
Placement (in each case, an “Offer”).
(iii) To
accept an Offer, in whole or in part, the Buyer must deliver a written notice (the “Notice of Acceptance”) to the Company
prior to the end of the fifth (5th) Trading Day (as defined in the Note) after the Buyer’s receipt of the Offer Notice
(the “Offer Period”), setting forth the amount that the Buyer elects to purchase (the “Subscription Amount”).
The Company shall complete the Subsequent Placement and issue and sell the Subscription Amount to the Buyer upon terms and conditions
(including, without limitation, unit prices and interest rates) set forth in the Offer Notice, unless a change to such terms and conditions
is agreed to in writing between the Company and Buyer.
(iv) Notwithstanding
anything to the contrary contained herein, if the Company desires to modify or amend the terms or conditions of a Subsequent Placement
at any time after the Offer Notice is given to Buyer (provided, however, that such modification or amendment to the terms or conditions
cannot occur during any Offer Period), the Company shall deliver to the Buyer a new Offer Notice and the Offer Period of such new Offer
shall expire at the end of the fifth (5th) Trading Day after the Buyer’s receipt of such new Offer Notice.
(v) Notwithstanding
anything to the contrary herein, the terms and conditions of this Section 4(d) of this Agreement shall not apply to any of the following
issuances of securities (collectively, the “Excluded Offerings”): (A) [reserved]; (B) pursuant to the issuance, vesting and/or
exercise of options, warrants, restricted stock, restricted stock units or other common stock purchase rights issued (or to be issued)
to employees, officers or directors of, or consultants or advisors to, the Company for compensatory purposes pursuant to any stock purchase
plan, stock option plan, equity incentive plan or other plan or arrangement approved by the Board of Directors (or the Compensation Committee
thereof) at any time; (C) pursuant to the exercise or conversion of preferred stock, options, warrants or any evidence of indebtedness,
shares of capital stock (other than Common Stock) or other securities convertible into or exchangeable for Common Stock outstanding (or
in the case of warrants underlying outstanding preferred stock, which may be issued and outstanding) as of the date hereof and as disclosed
in the SEC Documents prior to the date hereof; (D) in connection with the acquisition of all or part of another entity by stock acquisition,
merger, consolidation or other reorganization, or by the purchase of all or part of the assets of such other entity (including securities
issued to persons formerly employed by such other entity and subsequently hired by the Company and to any brokers or finders in connection
therewith); (E) in connection with strategic transactions approved by the Board of Directors (provided such transactions is not primarily
for the purpose of raising capital); (F) to bona fide commercial partners, or lessors in connection with credit arrangements, equipment
financings or similar transactions approved by the Board of Directors; (G) in connection with the Company’s acquisition, joint-venture,
licensing or business transaction of intellectual property assets from any individuals or entities approved by the Board of Directors
(provided such transactions is not primarily for the purpose of raising capital); (H) shares of Common Stock issued pursuant to equipment
lease arrangements or financings from a bank approved by the Board of Directors of the Company; and (I) any units, shares of common stock,
warrants or other securities issued or issuable pursuant to the Company’s Regulation A+ offering as the same may be amended from
time to time, and any shares of Common Stock issuable upon conversion thereof (the “Reg A+ Offering”).
e. Usury.
To the extent it may lawfully do so, the Company hereby agrees not to insist upon or plead or in any manner whatsoever claim, and will
resist any and all efforts to be compelled to take the benefit or advantage of, usury laws wherever enacted, now or at any time hereafter
in force, in connection with any action or proceeding that may be brought by the Buyer in order to enforce any right or remedy under this
Agreement, the Note and any document, agreement or instrument contemplated thereby. Notwithstanding any provision to the contrary contained
in this Agreement, the Note and any document, agreement or instrument contemplated thereby, it is expressly agreed and provided that the
total liability of the Company under this Agreement, the Note or any document, agreement or instrument contemplated thereby for payments
which under applicable law are in the nature of interest shall not exceed the maximum lawful rate authorized under applicable law (the
“Maximum Rate”), and, without limiting the foregoing, in no event shall any rate of interest or default interest, or both
of them, when aggregated with any other sums which under applicable law in the nature of interest that the Company may be obligated to
pay under this Agreement, the Note and any document, agreement or instrument contemplated thereby exceed such Maximum Rate. It is agreed
that if the maximum contract rate of interest allowed by law applicable to this Agreement, the Note and any document, agreement or instrument
contemplated thereby is increased or decreased by statute or any official governmental action subsequent to the date hereof, the new maximum
contract rate of interest allowed by law will be the Maximum Rate applicable to this Agreement, the Note and any document, agreement or
instrument contemplated thereby from the effective date thereof forward, unless such application is precluded by applicable law. If under
any circumstances whatsoever, interest in excess of the Maximum Rate is paid by the Company to the Buyer with respect to indebtedness
evidenced by this Agreement, the Note and any document, agreement or instrument contemplated thereby, such excess shall be applied by
the Buyer to the unpaid principal balance of any such indebtedness or be refunded to the Company, the manner of handling such excess to
be at the Buyer’s election.
f. Restriction
on Activities. Commencing as of the date first above written, and until the earlier of payment of the Note in full or full conversion
of the Note, the Company shall not, directly or indirectly, without the Buyer’s prior written consent, which consent shall not be
unreasonably withheld: (a) change the nature of its business; or (b) sell, divest, acquire, change the structure of any material assets
other than in the ordinary course of business.
g. Listing.
The Company will, so long as the Buyer owns any of the Securities, maintain the listing and trading of its Common Stock on the Principal
Market or any equivalent replacement exchange or electronic quotation system (including but not limited to the Pink Sheets electronic
quotation system) and will comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or
rules of the Financial Industry Regulatory Authority (“FINRA”) and such exchanges, as applicable. The Company shall promptly
provide to the Buyer copies of any notices it receives from the Principal Market and any other exchanges or electronic quotation systems
on which the Common Stock is then traded regarding the continued eligibility of the Common Stock for listing on such exchanges and quotation
systems.
h. Corporate
Existence. The Company will, so long as the Buyer beneficially owns any of the Securities, maintain its corporate existence and shall
not sell all or substantially all of the Company’s assets, except in the event of a merger or consolidation or sale of all or substantially
all of the Company’s assets, where the surviving or successor entity in such transaction (i) assumes the Company’s obligations
hereunder and under the agreements and instruments entered into in connection herewith and (ii) is a publicly traded corporation whose
Common Stock is listed for trading or quotation on the Principal Market, any tier of the NASDAQ Stock Market, the New York Stock Exchange
or the NYSE MKT.
i. No
Integration. The Company shall not make any offers or sales of any security (other than the Securities) under circumstances that would
require registration of the Securities being offered or sold hereunder under the 1933 Act or cause the offering of the Securities to be
integrated with any other offering of securities by the Company for the purpose of any stockholder approval provision applicable to the
Company or its securities.
j. Compliance
with 1934 Act; Public Information Failures. For so long as the Buyer beneficially owns the Note or Conversion Shares, the Company
shall comply with the reporting requirements of the 1934 Act; and the Company shall continue to be subject to the reporting requirements
of the 1934 Act. During the period that the Buyer beneficially owns the Note, if the Company shall (i) fail for any reason to satisfy
the requirements of Rule 144(c)(1), including, without limitation, the failure to satisfy the current public information requirements
under Rule 144(c) or (ii) if the Company has ever been an issuer described in Rule 144(i)(1)(i) or becomes such an issuer in the future,
and the Company shall fail to satisfy any condition set forth in Rule 144(i)(2) (each, a “Public Information Failure”) then,
as partial relief for the damages to the Buyer by reason of any such delay in or reduction of its ability to sell the Securities (which
remedy shall not be exclusive of any other remedies available pursuant to this Agreement, the Note, or at law or in equity), the Company
shall pay to the Buyer an amount in cash equal to three percent (3%) of the Purchase Price on each of the day of a Public Information
Failure and on every thirtieth day (pro rated for periods totaling less than thirty days) thereafter until the date such Public Information
Failure is cured. The payments to which a holder shall be entitled pursuant to this Section 4(k) are referred to herein as “Public
Information Failure Payments.” Public Information Failure Payments shall be paid on the earlier of (i) the last day of the calendar
month during which such Public Information Failure Payments are incurred and (iii) the third business day after the event or failure giving
rise to the Public Information Failure Payments is cured. In the event the Company fails to make Public Information Failure Payments in
a timely manner, such Public Information Failure Payments shall bear interest at the rate of 5% per month (prorated for partial months)
until paid in full.
k. Acknowledgement
Regarding Buyer’s Trading Activity. Until the Note is fully repaid or fully converted, the Buyer shall not effect any “short
sale” (as such term is defined in Rule 200 of Regulation SHO of the 1934 Act) of the Common Stock which establishes a net short
position with respect to the Common Stock.
l. Legal
Counsel Opinions. Upon the request of the Buyer from to time to time, the Company shall be responsible (at its cost) for promptly
supplying to the Company’s transfer agent and the Buyer a customary legal opinion letter of its counsel (the “Legal Counsel
Opinion”) to the effect that the resale of the Conversion Shares by the Buyer or its affiliates, successors and assigns is exempt
from the registration requirements of the 1933 Act pursuant to Rule 144 (provided the requirements of Rule 144 are satisfied by the delivery
to the Company of customary representations letters to that effect and provided the Conversion Shares are not then registered under the
1933 Act for resale pursuant to an effective registration statement) or other applicable exemption (provided the requirements of such
other applicable exemption are satisfied by the delivery to the Company of customary representations letters to that effect). In addition,
the Buyer may (at the Company’s cost) at any time secure its own legal counsel to issue the Legal Counsel Opinion, and the Company
will instruct its transfer agent to accept such opinion. The Company hereby agrees that it may never take the position that it is a “shell
company” in connection with its obligations under this Agreement or otherwise.
m. Piggy-Back
Registration Rights. The Company hereby grants to the Buyer the piggy-back registration rights set forth in Exhibit B hereto.
n. Most
Favored Nation. So long as the Buyer owns any of the Securities, the Company shall not enter into any public or private offering of
its securities (including securities convertible into shares of Common Stock) with any individual or entity (an “Other Investor”)
that has the effect of establishing rights or otherwise benefiting such Other Investor in a manner more favorable in any material respect
to such Other Investor (even if the Other Investor does not receive the benefit of such more favorable term until a default occurs under
such other security) than the rights and benefits established in favor of the Buyer by this Agreement, the Note, and the related transaction
documents unless, in any such case, the Buyer has been provided with such rights and benefits pursuant to a definitive written agreement
or agreements between the Company and the Buyer. Notwithstanding anything to the contrary set forth in this Agreement, this Section 4(n)
of this Agreement shall not apply to the issuance of Common Stock (or warrants if sold with the Common Stock as a component of units)
pursuant to a Regulation A offering.
o. Subsequent
Variable Rate Transactions. From the date hereof until such time as the Note is fully converted or fully repaid, the Company shall
be prohibited from effecting or entering into an agreement involving a Variable Rate Transaction. “Variable Rate Transaction”
means a transaction in which the Company (i) issues or sells any debt or equity securities that are convertible into, exchangeable or
exercisable for, or include the right to receive, additional shares of Common Stock either (A) at a conversion price, exercise price or
exchange rate or other price that is based upon, and/or varies with, the trading prices of or quotations for the shares of Common Stock
at any time after the initial issuance of such debt or equity securities or (B) with a conversion, exercise or exchange price that is
subject to being reset at some future date after the initial issuance of such debt or equity security or upon the occurrence of specified
or contingent events directly or indirectly related to the business of the Company or the market for the Common Stock or (ii) enters into
any agreement, including, but not limited to, an equity line of credit, whereby the Company may issue securities at a future determined
price. The Buyer shall be entitled to obtain injunctive relief against the Company to preclude any such issuance, which remedy shall be
in addition to any right to collect damages. This Section 4(o) shall not apply to the Company’s existing obligations as of the date
hereof, which are disclosed in the SEC Documents.
p. Non-Public
Information. Except as may be required pursuant to Section 4(d), the Company covenants and agrees that neither it, nor any other person
acting on its behalf will provide the Buyer or its agents or counsel with any information that constitutes, or the Company reasonably
believes constitutes, material non-public information, unless prior thereto the Buyer shall have consented to the receipt of such information
and agreed with the Company to keep such information confidential. The Company understands and confirms that the Buyer shall be relying
on the foregoing covenant in effecting transactions in securities of the Company. Except as may be required pursuant to Section 4(d),
to the extent that the Company delivers any material, non-public information to the Buyer without such Buyer’s consent, the Company
hereby covenants and agrees that such Buyer shall not have any duty of confidentiality to the Company, any of its Subsidiaries, or any
of their respective officers, directors, agents, employees or affiliates, not to trade on the basis of, such material, non- public information,
provided that the Buyer shall remain subject to applicable law. To the extent that any notice provided, information provided, or any other
communications made by the Company, to the Buyer, constitutes or contains material non-public information regarding the Company or any
Subsidiaries, the Company shall simultaneously file such notice or other material information with the SEC pursuant to a Current Report
on Form 8-K. In. addition to any other remedies provided by this Agreement or the related transaction documents, if the Company provides
any material non-public information to the Buyer without their prior written consent, and it fails to immediately (no later than that
business day) file a Form 8-K disclosing this material non-public information, it shall pay the Buyer as partial liquidated damages and
not as a penalty a sum equal to $3,000 per day beginning with the day the information is disclosed to the Buyer and ending and including
the day the Form 8-K disclosing this information is filed.
q. D&O
Insurance. In the event the Company does not so have as of the date hereof, within 60 calendar days of the Closing, the Company shall
purchase director and officer insurance on behalf of the Company’s (including its subsidiary) officers and directors for a period of 18
months after the Closing with respect to any losses, claims, damages, liabilities, costs and expense in connection with any actual or
threatened claim or proceeding that is based on, or arises out of their status as a director or officer of the Company. The insurance
policy shall provide for two years of tail coverage.
r. Preferred
Designation. Until the Note is extinguished in the entirety, the Company shall not designate any new classes of preferred stock or
amend any existing classes of preferred stock without the written consent of the Buyer.
s. No
Broker-Dealer Acknowledgement. Absent a final adjudication from a court of competent jurisdiction stating otherwise, the
Company shall not to any person, institution, governmental or other entity, state, claim, allege, or in any way assert, that Buyer is
currently, or ever has been, a broker-dealer under the Securities Exchange Act of 1934.
t. Breach
of Covenants. The Company acknowledges and agrees that if the Company breaches any of the covenants set forth in this Section 4, in
addition to any other remedies available to the Buyer pursuant to this Agreement, it will be considered an Event of Default under Section
3.3 of the Note.
5. Transfer
Agent Instructions. The Company shall issue irrevocable instructions to the Company’s transfer agent to issue certificates and/or
issue shares electronically at the Buyer’s option, registered in the name of the Buyer or its nominee, upon conversion of the Note,
the Conversion Shares, in such amounts as specified from time to time by the Buyer to the Company in accordance with the terms thereof
(the “Irrevocable Transfer Agent Instructions”). In the event that the Company proposes to replace its transfer agent, the
Company shall provide, prior to the effective date of such replacement, a fully executed Irrevocable Transfer Agent Instructions in a
form as initially delivered pursuant to this Agreement (including but not limited to the provision to irrevocably reserved shares of Common
Stock in the Reserved Amount (as defined in the Note)) signed by the successor transfer agent to the Company and the Company. Prior to
registration of the Conversion Shares under the 1933 Act or the date on which the Conversion Shares may be sold pursuant to Rule 144,
Rule 144A, Regulation S, or other applicable exemption without any restriction as to the number of Securities as of a particular date
that can then be immediately sold, all such certificates or book entry shares shall bear the restrictive legend specified in Section 2(g)
of this Agreement. The Company warrants that: (i) no instruction other than the Irrevocable Transfer Agent Instructions referred to in
this Section 5 will be given by the Company to its transfer agent and that the Securities shall otherwise be freely transferable on the
books and records of the Company as and to the extent provided in this Agreement and the Note; (ii) it will not direct its transfer agent
not to transfer or delay, impair, and/or hinder its transfer agent in transferring (or issuing)(electronically or in certificated form)
any certificate for Securities to be issued to the Buyer upon conversion of or otherwise pursuant to the Note as and when required by
the Note and this Agreement; (iii) it will not fail to remove (or directs its transfer agent not to remove or impairs, delays, and/or
hinders its transfer agent from removing) any restrictive legend (or to withdraw any stop transfer instructions in respect thereof) on
any certificate for any Securities issued to the Buyer upon conversion of or otherwise pursuant to the Note as and when required by the
Note and/or this Agreement and (iv) it will provide any required corporate resolutions and issuance approvals to its transfer agent within
one (1) business day of each conversion of the Note. Nothing in this Section shall affect in any way the Buyer’s obligations and
agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, upon re-sale of the
Securities. If the Buyer provides the Company, at the cost of the Company, with (i) an opinion of counsel in form, substance and scope
customary for opinions in comparable transactions, to the effect that a public sale or transfer of such Securities may be made without
registration under the 1933 Act and such sale or transfer is effected or (ii) the Buyer provides reasonable assurances that the Securities
can be sold pursuant to 144, Rule 144A, Regulation S, or other applicable exemption, the Company shall permit the transfer, and, in the
case of the Securities, promptly instruct its transfer agent to issue one or more certificates, free from restrictive legend, in such
name and in such denominations as specified by the Buyer. The Company acknowledges that a breach by it of its obligations hereunder will
cause irreparable harm to the Buyer, by vitiating the intent and purpose of the transactions contemplated hereby. Accordingly, the Company
acknowledges that the remedy at law for a breach of its obligations under this Section 5 may be inadequate and agrees, in the event of
a breach or threatened breach by the Company of the provisions of this Section, that the Buyer shall be entitled, in addition to all other
available remedies, to an injunction restraining any breach and requiring immediate transfer, without the necessity of showing economic
loss and without any bond or other security being required.
6. Conditions
to the Company’s Obligation to Sell. The obligation of the Company hereunder to issue and sell the Note to the Buyer at the
Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions thereto, provided that these
conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion:
a. The
Buyer shall have executed this Agreement and delivered the same to the Company.
b. The Buyer shall have delivered the Purchase
Price in accordance with Section 1(b) above.
c. The
representations and warranties of the Buyer shall be true and correct in all material respects as of the date when made and as of the
Closing Date, as though made at that time (except for representations and warranties that speak as of a specific date), and the Buyer
shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement
to be performed, satisfied or complied with by the Buyer at or prior to the Closing Date.
d. No
litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or
endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over
the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement.
7. Conditions
to The Buyer’s Obligation to Purchase. The obligation of the Buyer hereunder to purchase the Note, on the Closing Date, is subject
to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Buyer’s
sole benefit and may be waived by the Buyer at any time in its sole discretion:
a. The
Company shall have executed this Agreement, the Security Amendment, the Guarantee Amendment, and the Pledge Amendment, and delivered the
same to the Buyer.
b. The
Company shall have delivered to the Buyer the duly executed Note in such denominations as the Buyer shall request and in accordance with
Section 1(b) above.
c. The
Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Buyer, shall have been delivered to and acknowledged
in writing by the Company’s Transfer Agent.
d. The
representations and warranties of the Company shall be true and correct in all material respects as of the date when made and as of Closing
Date, as though made at such time (except for representations and warranties that speak as of a specific date) and the Company shall have
performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to
be performed, satisfied or complied with by the Company at or prior to the Closing Date.
e. No
litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or
endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over
the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement.
f. No
event shall have occurred which could reasonably be expected to have a Material Adverse Effect on the Company including but not limited
to a change in the 1934 Act reporting status of the Company or the failure of the Company to be timely in its 1934 Act reporting obligations.
g. Trading
in the Common Stock on the Principal Market shall not have been suspended by the SEC, FINRA or the Principal Market.
h. The
Company shall have delivered to the Buyer resolutions adopted by the Company’s Board of Directors at a duly called meeting or by
unanimous written consent authorizing this Agreement and all other documents, instruments and transactions contemplated hereby.
8. Governing Law; Miscellaneous.
a. Governing
Law; Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada without regard to
principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this
Agreement, the Note, or any other agreement, certificate, instrument or document contemplated hereby shall be brought only in the state
courts located in the State of Nevada or in the federal courts located in the State of Nevada. The parties to this Agreement hereby irrevocably
waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction
or venue or based upon forum non conveniens. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST,
A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTIONS
CONTEMPLATED HEREBY. The prevailing party shall be entitled to recover from the other party its reasonable attorney’s fees and
costs. Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding
in connection with this Agreement, the Note, or any other agreement, certificate, instrument or document contemplated hereby or thereby
by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address
in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process
and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted
by law.
b. Counterparts.
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which shall constitute
one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party.
A facsimile or .pdf signature shall be considered due execution and shall be binding upon the signatory thereto with the same force and
effect as if the signature were an original, not a facsimile or .pdf signature. Delivery of a counterpart signature hereto by facsimile
or email/.pdf transmission shall be deemed validly delivery thereof.
c. Construction;
Headings. This Agreement shall be deemed to be jointly drafted by the Company and the Buyer and shall not be construed against any
person as the drafter hereof. The headings of this Agreement are for convenience of reference only and shall not form part of, or affect
the interpretation of, this Agreement.
d. Severability.
In the event that any provision of this Agreement, the Note, or any other agreement or instrument delivered in connection herewith is
invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that
it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove
invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of this Agreement, the Note,
or any other agreement, certificate, instrument or document contemplated hereby or thereby.
e. Entire
Agreement; Amendments. This Agreement, the Note, and the instruments referenced herein contain the entire understanding of the parties
with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither the Company nor
the Buyer makes any representation, warranty, covenant or undertaking with respect to such matters. No provision of this Agreement or
any agreement or instrument contemplated hereby may be waived or amended other than by an instrument in writing signed by the Buyer.
f. Notices. All
notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and,
unless otherwise specified herein, shall be transmitted by e-mail, addressed as set forth below or to such other address as such
party shall have specified most recently by written notice. Any notice or other communication required or permitted to be given
hereunder shall be deemed effective upon delivery by e-mail, with accurate confirmation generated by the transmitting machine, at
the address or number designated below (if delivered on a business day during normal business hours where such notice is to be
received), or the first business day following such delivery (if delivered other than on a business day during normal business hours
where such notice is to be received). The addresses for such communications shall be:
If to the Company, to:
NIGHTFOOD HOLDINGS, INC.
520 White Plains Road, Suite 500
Tarrytown, NY 10591
Attention: Lei Sonny Wang
e-mail: Sonny@nightfoodholdings.com
If to the Buyer:
MAST HILL FUND, L.P.
150 Grossman Drive, Suite 205
Braintree, MA 02184
e-mail: admin@masthillfund.com
g. Successors
and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and assigns. The Company
shall not assign this Agreement or any rights or obligations hereunder without the prior written consent of the Buyer. The Buyer may assign
its rights hereunder to any “accredited investor” (as defined in Rule 501(a) of the 1933 Act) in a private transaction from
the Buyer or to any of its “affiliates,” as that term is defined under the 1934 Act, without the consent of the Company.
h. Third
Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective permitted successors and
assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other person.
i. Survival.
The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing
hereunder notwithstanding any due diligence investigation conducted by or on behalf of the Buyer. The Company agrees to indemnify and
hold harmless the Buyer and all their officers, directors, employees and agents for loss or damage arising as a result of or related to
any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any
of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.
j. Publicity.
The Company, and the Buyer shall have the right to review a reasonable period of time before issuance of any press releases, SEC, Principal
Market or FINRA filings, or any other public statements with respect to the transactions contemplated hereby; provided, however,
that the Company shall be entitled, without the prior approval of the Buyer, to make any press release or SEC, Principal Market (or other
applicable trading market) or FINRA filings with respect to such transactions as is required by applicable law and regulations (although
the Buyer shall be consulted by the Company in connection with any such press release prior to its release and shall be provided with
a copy thereof and be given an opportunity to comment thereon).
k. Further
Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute
and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to
carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.
l. No
Strict Construction. The language used in this Agreement will be deemed to be the language chosen by the parties to express their
mutual intent, and no rules of strict construction will be applied against any party.
m. Indemnification.
In consideration of the Buyer’s execution and delivery of this Agreement and acquiring the Securities hereunder, and in addition
to all of the Company’s other obligations under this Agreement or the Note, the Company shall defend, protect, indemnify and hold
harmless the Buyer and its stockholders, partners, members, officers, directors, employees and direct or indirect investors and any of
the foregoing persons’ agents or other representatives (including, without limitation, those retained in connection with the transactions
contemplated by this Agreement) (collectively, the “Indemnitees”) from and against any and all actions, causes of action,
suits, claims, losses, costs, penalties, fees, liabilities and damages, and expenses in connection therewith (irrespective of whether
any such Indemnitee is a party to the action for which indemnification hereunder is sought), and including reasonable attorneys’
fees and disbursements (the “Indemnified Liabilities”), incurred by any Indemnitee as a result of, or arising out of, or relating
to (a) any misrepresentation or breach of any representation or warranty made by the Company in this Agreement, the Note or any other
agreement, certificate, instrument or document contemplated hereby or thereby, (b) any breach of any covenant, agreement or obligation
of the Company contained in this Agreement, the Note or any other agreement, certificate, instrument or document contemplated hereby or
thereby or (c) any cause of action, suit or claim brought or made against such Indemnitee by a third party (including for these purposes
a derivative action brought on behalf of the Company) and arising out of or resulting from (i) the execution, delivery, performance or
enforcement of this Agreement, the Note or any other agreement, certificate, instrument or document contemplated hereby or thereby, (ii)
any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of the issuance of the Securities,
or (iii) the status of the Buyer or holder of the Securities as an investor in the Company pursuant to the transactions contemplated by
this Agreement. To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company shall make
the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law.
n. Remedies.
The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer by vitiating the intent
and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations
under this Agreement, the Note, or any other agreement, certificate, instrument or document contemplated hereby or thereby will be inadequate
and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Agreement, the Note, or any other agreement,
certificate, instrument or document contemplated hereby or thereby, that the Buyer shall be entitled, in addition to all other available
remedies at law or in equity, and in addition to the penalties assessable herein, to an injunction or injunctions restraining, preventing
or curing any breach of this Agreement, the Note, or any other agreement, certificate, instrument or document contemplated hereby or thereby,
and to enforce specifically the terms and provisions hereof and thereof, without the necessity of showing economic loss and without any
bond or other security being required.
o. Payment
Set Aside. To the extent that the (i) Company makes a payment or payments to the Buyer hereunder, pursuant to the Note, or pursuant
to any other agreement, certificate, instrument or document contemplated hereby or thereby, or (ii) the Buyer enforces or exercises its
rights hereunder, pursuant to the Note, or pursuant to any other agreement, certificate, instrument or document contemplated hereby or
thereby, and such payment or payments or the proceeds of such enforcement or exercise or any part thereof (including but not limited to
the sale of the Securities) are for any reason (i) subsequently invalidated, declared to be fraudulent or preferential, set aside, recovered
from, or disgorged by the Buyer, or (ii) are required to be refunded, repaid or otherwise restored to the Company, a trustee, receiver,
government entity, or any other person or entity under any law (including, without limitation, any bankruptcy law, foreign, state or federal
law, common law or equitable cause of action), then (i) to the extent of any such restoration the obligation or part thereof originally
intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such enforcement
or setoff had not occurred and (ii) the Company shall immediately pay to the Buyer a dollar amount equal to the amount that was for any
reason (i) subsequently invalidated, declared to be fraudulent or preferential, set aside, recovered from, or disgorged by the Buyer,
or (ii) required to be refunded, repaid or otherwise restored to the Company, a trustee, receiver, government entity, or any other person
or entity under any law (including, without limitation, any bankruptcy law, foreign, state or federal law, common law or equitable cause
of action).
p. Failure
or Indulgence Not Waiver. No failure or delay on the part of the Buyer in the exercise of any power, right or privilege hereunder
shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further
exercise thereof or of any other right, power or privileges. All rights and remedies of the Buyer existing hereunder are cumulative to,
and not exclusive of, any rights or remedies otherwise available.
[Signature Page Follows]
IN WITNESS WHEREOF, the undersigned
Buyer and the Company have caused this Agreement to be duly executed as of the date first above written.
| NIGHTFOOD HOLDINGS, INC. |
|
| |
|
| By: |
|
|
| |
Name: |
LEI SONNY WANG |
|
| |
Title: |
CHIEF EXECUTIVE OFFICER |
|
| |
|
| MAST HILL FUND, L.P. |
|
| |
|
| By: |
|
|
| |
Name: |
PATRICK HASSANI |
|
| |
Title: |
CHIEF INVESTMENT OFFICER |
|
SUBSCRIPTION AMOUNT:
Principal Amount of Note: $473,000.00
Actual Amount of Purchase Price of Note: $402,050.00
EXHIBIT
A
FORM OF NOTE
[attached hereto]
EXHIBIT B
PIGGY-BACK REGISTRATION
RIGHTS
All of the Conversion
Shares shall be deemed “Registrable Securities” subject to the provisions of this Exhibit B. All capitalized terms used but
not defined in this Exhibit B shall have the meanings ascribed to such terms in the Securities Purchase Agreement to which this Exhibit
is attached.
| 1. | Piggy-Back Registration. |
1.1 Piggy-Back
Rights. If at any time on or after the date of the Closing the Company proposes to file any Registration Statement under the 1933
Act (a “Registration Statement”) with respect to any offering of equity securities, or securities or other obligations exercisable
or exchangeable for, or convertible into, equity securities, by the Company for its own account or for shareholders of the Company for
their account (or by the Company and by shareholders of the Company), other than a Registration Statement (i) filed in connection with
any employee stock option or other benefit plan on Form S-8, (ii) for a dividend reinvestment plan or (iii) in connection with a merger
or acquisition, then the Company shall (x) give written notice of such proposed filing to the holders of Registrable Securities appearing
on the books and records of the Company as such a holder as soon as practicable but in no event less than ten (10) days before the anticipated
filing date of the Registration Statement, which notice shall describe the amount and type of securities to be included in such Registration
Statement, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering,
and (y) offer to the holders of Registrable Securities in such notice the opportunity to register the sale of such number of Registrable
Securities as such holders may request in writing within three (3) days following receipt of such notice (a “Piggy-Back Registration”).
The Company shall cause such Registrable Securities to be included in such registration and shall cause the managing underwriter or underwriters
of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration on the
same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Registrable Securities
in accordance with the intended method(s) of distribution thereof (with the understanding that the Company shall file the initial prospectus
covering the Buyer’s sale of the Registrable Securities at prevailing market prices on the same date that the Registration Statement
is declared effective by the SEC).
1.2 Withdrawal.
Any holder of Registrable Securities may elect to withdraw such holder’s request for inclusion of Registrable Securities in any
Piggy-Back Registration by giving written notice to the Company of such request to withdraw prior to the effectiveness of the Registration
Statement. The Company (whether on its own determination or as the result of a withdrawal by persons making a demand pursuant to written
contractual obligations) may withdraw a Registration Statement at any time prior to the effectiveness of such Registration Statement.
Notwithstanding any such withdrawal, the Company shall pay all expenses incurred by the holders of Registrable Securities in connection
with such Piggy-Back Registration as provided in Section 1.5 below.
1.3 The
Company shall notify the holders of Registrable Securities at any time when a prospectus relating to such holder’s Registrable Securities
is required to be delivered under the 1933 Act, upon discovery that, or upon the happening of any event as a result of which, the prospectus
included in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state any material
fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing.
At the request of such holder, the Company shall also prepare, file and furnish to such holder a reasonable number of copies of a supplement
to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of the Registrable Securities,
such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein
or necessary to make the statements therein not misleading in light of the circumstances then existing. The holders of Registrable Securities
shall not to offer or sell any Registrable Securities covered by the Registration Statement after receipt of such notification until the
receipt of such supplement or amendment.
1.4 The
Company may request a holder of Registrable Securities to furnish the Company such information with respect to such holder and such
holder’s proposed distribution of the Registrable Securities pursuant to the Registration Statement as the Company may from
time to time reasonably request in writing or as shall be required by law or by the SEC in connection therewith, and such holders
shall furnish the Company with such information.
1.5 All
fees and expenses incident to the performance of or compliance with this Exhibit B by the Company shall be borne by the Company
whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the
foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and
expenses of the Company’s counsel and independent registered public accountants) (A) with respect to filings made with the
SEC, (B) with respect to filings required to be made with any trading market on which the Common Stock is then listed for trading,
(C) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including,
without limitation, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of
the Registrable Securities) and (D) with respect to any filing that may be required to be made by any broker through which a holder
of Registrable Securities intends to make sales of Registrable Securities with the FINRA, (ii) printing expenses, (iii) messenger,
telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, (v) 1933 Act liability insurance, if the
Company so desires such insurance, (vi) fees and expenses of all other persons or entities retained by the Company in connection
with the consummation of the transactions contemplated by this Exhibit B and (vii) reasonable fees and disbursements of a single
special counsel for the holders of Registrable Securities (selected by holders of the majority of the Registrable Securities
requesting such registration) which shall in no event exceed $2,500 in fees. In addition, the Company shall be responsible for all
of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including,
without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of
any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities
exchange as required hereunder. In no event shall the Company be responsible for any broker or similar commissions of any holder of
Registrable Securities.
1.6 The
Company and its successors and assigns shall indemnify and hold harmless the Buyer, each holder of Registrable Securities, the officers,
directors, members, partners, agents and employees (and any other individuals or entities with a functionally equivalent role of a person
holding such titles, notwithstanding a lack of such title or any other title) of each of them, each individual or entity who controls
the Buyer or any such holder of Registrable Securities (within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act)
and the officers, directors, members, stockholders, partners, agents and employees (and any other individuals or entities with a functionally
equivalent role of a person holding such titles, notwithstanding a lack of such title or any other title) of each such controlling individual
or entity (each, an “Indemnified Party”), to the fullest extent permitted by applicable law, from and against any and all
losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorneys’ fees) and expenses (collectively,
“Losses”), as incurred, arising out of or relating to (1) any untrue or alleged untrue statement of a material fact
contained in a Registration Statement, any related prospectus or any form of prospectus or in any amendment or supplement thereto or in
any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated
therein or necessary to make the statements therein (in the case of any such prospectus or supplement thereto, in light of the circumstances
under which they were made) not misleading or (2) any violation or alleged violation by the Company of the 1933 Act, the 1934 Act or any
state securities law, or any rule or regulation thereunder, in connection with the performance of its obligations under this Exhibit B,
except to the extent, but only to the extent, that (i) such untrue statements or omissions are based upon information regarding the Buyer
or such holder of Registrable Securities furnished to the Company by such party for use therein. The Company shall notify the Buyer and
each holder of Registrable Securities promptly of the institution, threat or assertion of any proceeding arising from or in connection
with the transactions contemplated by this Exhibit B of which the Company is aware.
1.7 If
the indemnification under Section 1.6 is unavailable to an Indemnified Party or insufficient to hold an Indemnified Party harmless
for any Losses, then the Company shall contribute to the amount paid or payable by such Indemnified Party, in such proportion as is
appropriate to reflect the relative fault of the Company and Indemnified Party in connection with the actions, statements or
omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative fault of the Company and
Indemnified Party shall be determined by reference to, among other things, whether any action in question, including any untrue or
alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by, or
relates to information supplied by, the Company or the Indemnified Party, and the parties’ relative intent, knowledge, access
to information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a party as a
result of any Losses shall be deemed to include any reasonable attorneys’ or other fees or expenses incurred by such party in
connection with any proceeding to the extent such party would have been indemnified for such fees or expenses if the indemnification
provided for in Section 1.6 was available to such party in accordance with its terms. It is agreed that it would not be just and
equitable if contribution pursuant to this Section 1.7 were determined by pro rata allocation or by any other method of allocation
that does not take into account the equitable considerations referred to in the immediately preceding sentence. Notwithstanding the
provisions of this Section 1.7, neither the Buyer nor any holder of Registrable Securities shall be required to contribute, in the
aggregate, any amount in excess of the amount by which the net proceeds actually received by such party from the sale of all of
their Registrable Securities pursuant to such Registration Statement or related prospectus exceeds the amount of any damages that
such party has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged
omission.
[End of Exhibit B]
EXHIBIT C
(see attached)
Exhibit 21
NIGHTFOOD HOLDINGS, INC.
LIST OF SUBSIDIARIES
as at June 30, 2024
| Name |
|
Jurisdiction of Formation |
| Nightfood, Inc. |
|
New York |
| MJ Munchies, Inc.* |
|
Nevada |
| Future Hospitality Ventures Holdings Inc. |
|
Nevada |
| * | Currently revoked
in the State of Nevada |
Exhibit 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Lei Sonny Wang, certify that:
| 1. | I have reviewed this Form 10-K of NightFood Holdings, Inc.; |
| 2. | Based on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under
which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods present in this report; |
| 4. | The registrant’s other certifying officer(s) and I are
responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))
and internal control over financial reporting (as defined in Exchange Act Rules 13-a-15(f) and 15d-15(f)) for the registrant and have: |
| (a) | Designed such disclosure controls and procedures, or caused
such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which
this report is being prepared; |
| (b) | Designed such internal control over financial reporting,
or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principals; |
| (c) | Evaluated the effectiveness of the registrant’s disclosure
controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures,
as of the end of the period covered by this report based on such evaluation; and |
| (d) | Disclosed in this report any change in the registrant’s
internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s
fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the
registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer(s) and I have
disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the
audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| (a) | All significant deficiencies and material weaknesses in the
design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s
ability to record, process, summarize and report financial information; and |
| (b) | Any fraud, whether or not material, that involved management
or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| December 27, 2024 |
By: |
/s/ Lei Sonny Wang |
| |
|
Lei Sonny Wang |
| |
|
Chief Executive Officer |
| |
|
(Principal Executive, Financial and
Accounting Officer) |
Exhibit 32.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the accompanying Annual Report
on Form 10-K of NightFood Holdings, Inc. for the fiscal year ended June 30, 2024, I, Lei Sonny Wang, Chief Executive Officer of NightFood
Holdings, Inc., hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
to the best of my knowledge and belief, that:
| 1. | Such Annual Report on Form 10-K for the fiscal year ended
June 30, 2024 fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| 2. | The information contained in such Annual Report on Form 10-K
for the fiscal year ended June 30, 2024, fairly presents, in all material respects, the financial condition and results of operations
of NightFood Holdings, Inc. |
| December 27, 2024 |
By: |
/s/ Lei Sonny Wang |
| |
|
Lei Sonny Wang |
| |
|
Chief Executive Officer |
| |
|
(Principal Executive, Financial and Accounting Officer) |
v3.24.4
Cover - USD ($)
|
12 Months Ended |
|
|
Jun. 30, 2024 |
Dec. 27, 2024 |
Dec. 31, 2023 |
| Document Information [Line Items] |
|
|
|
| Document Type |
10-K
|
|
|
| Document Annual Report |
true
|
|
|
| Document Transition Report |
false
|
|
|
| Document Financial Statement Error Correction [Flag] |
false
|
|
|
| Entity Interactive Data Current |
Yes
|
|
|
| ICFR Auditor Attestation Flag |
false
|
|
|
| Amendment Flag |
false
|
|
|
| Document Period End Date |
Jun. 30, 2024
|
|
|
| Document Fiscal Year Focus |
2024
|
|
|
| Document Fiscal Period Focus |
FY
|
|
|
| Entity Information [Line Items] |
|
|
|
| Entity Registrant Name |
NIGHTFOOD HOLDINGS, INC.
|
|
|
| Entity Central Index Key |
0001593001
|
|
|
| Entity File Number |
000-55406
|
|
|
| Entity Tax Identification Number |
46-3885019
|
|
|
| Entity Incorporation, State or Country Code |
NV
|
|
|
| Current Fiscal Year End Date |
--06-30
|
|
|
| Entity Well-known Seasoned Issuer |
No
|
|
|
| Entity Voluntary Filers |
No
|
|
|
| Entity Current Reporting Status |
No
|
|
|
| Entity Shell Company |
false
|
|
|
| Entity Filer Category |
Non-accelerated Filer
|
|
|
| Entity Small Business |
true
|
|
|
| Entity Emerging Growth Company |
false
|
|
|
| Entity Public Float |
|
|
$ 1,923,511
|
| Entity Contact Personnel [Line Items] |
|
|
|
| Entity Address, Address Line One |
520 White Plains Road
|
|
|
| Entity Address, Address Line Two |
Suite 500
|
|
|
| Entity Address, City or Town |
Tarrytown
|
|
|
| Entity Address, State or Province |
NY
|
|
|
| Entity Address, Postal Zip Code |
10591
|
|
|
| Entity Phone Fax Numbers [Line Items] |
|
|
|
| City Area Code |
866
|
|
|
| Local Phone Number |
866-291-7778)
|
|
|
| Entity Listings [Line Items] |
|
|
|
| Title of 12(b) Security |
None
|
|
|
| No Trading Symbol Flag |
true
|
|
|
| Security Exchange Name |
NONE
|
|
|
| Entity Common Stock, Shares Outstanding |
|
128,957,407
|
|
| X |
- DefinitionBoolean flag that is true when the XBRL content amends previously-filed or accepted submission.
| Name: |
dei_AmendmentFlag |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionEnd date of current fiscal year in the format --MM-DD.
| Name: |
dei_CurrentFiscalYearEndDate |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:gMonthDayItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true only for a form used as an annual report. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Form 10-K
-Number 249
-Section 310
Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Form 20-F
-Number 249
-Section 220
-Subsection f
Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Form 40-F
-Number 249
-Section 240
-Subsection f
| Name: |
dei_DocumentAnnualReport |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionIndicates whether any of the financial statement period in the filing include a restatement due to error correction. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-K
-Number 229
-Section 402
-Subsection w
Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Form 10-K
-Number 249
-Section 310
Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Form 20-F
-Number 249
-Section 220
-Subsection f
Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Form 40-F
-Number 249
-Section 240
-Subsection f
| Name: |
dei_DocumentFinStmtErrorCorrectionFlag |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionFiscal period values are FY, Q1, Q2, and Q3. 1st, 2nd and 3rd quarter 10-Q or 10-QT statements have value Q1, Q2, and Q3 respectively, with 10-K, 10-KT or other fiscal year statements having FY.
| Name: |
dei_DocumentFiscalPeriodFocus |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:fiscalPeriodItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionThis is focus fiscal year of the document report in YYYY format. For a 2006 annual report, which may also provide financial information from prior periods, fiscal 2006 should be given as the fiscal year focus. Example: 2006.
| Name: |
dei_DocumentFiscalYearFocus |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:gYearItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionFor the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
| Name: |
dei_DocumentPeriodEndDate |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:dateItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true only for a form used as a transition report. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Forms 10-K, 10-Q, 20-F
-Number 240
-Section 13
-Subsection a-1
| Name: |
dei_DocumentTransitionReport |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionThe type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
| Name: |
dei_DocumentType |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:submissionTypeItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionAddress Line 1 such as Attn, Building Name, Street Name
| Name: |
dei_EntityAddressAddressLine1 |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionAddress Line 2 such as Street or Suite number
| Name: |
dei_EntityAddressAddressLine2 |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- Definition
+ References
+ Details
| Name: |
dei_EntityAddressCityOrTown |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionCode for the postal or zip code
| Name: |
dei_EntityAddressPostalZipCode |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionName of the state or province.
| Name: |
dei_EntityAddressStateOrProvince |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:stateOrProvinceItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionA unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityCentralIndexKey |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:centralIndexKeyItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionIndicate number of shares or other units outstanding of each of registrant's classes of capital or common stock or other ownership interests, if and as stated on cover of related periodic report. Where multiple classes or units exist define each class/interest by adding class of stock items such as Common Class A [Member], Common Class B [Member] or Partnership Interest [Member] onto the Instrument [Domain] of the Entity Listings, Instrument.
| Name: |
dei_EntityCommonStockSharesOutstanding |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:sharesItemType |
| Balance Type: |
na |
| Period Type: |
instant |
|
| X |
- DefinitionIndicate 'Yes' or 'No' whether registrants (1) have filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that registrants were required to file such reports), and (2) have been subject to such filing requirements for the past 90 days. This information should be based on the registrant's current or most recent filing containing the related disclosure.
| Name: |
dei_EntityCurrentReportingStatus |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:yesNoItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionIndicate if registrant meets the emerging growth company criteria. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityEmergingGrowthCompany |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionCommission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
| Name: |
dei_EntityFileNumber |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:fileNumberItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionIndicate whether the registrant is one of the following: Large Accelerated Filer, Accelerated Filer, Non-accelerated Filer. Definitions of these categories are stated in Rule 12b-2 of the Exchange Act. This information should be based on the registrant's current or most recent filing containing the related disclosure. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityFilerCategory |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:filerCategoryItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionTwo-character EDGAR code representing the state or country of incorporation.
| Name: |
dei_EntityIncorporationStateCountryCode |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:edgarStateCountryItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-T
-Number 232
-Section 405
| Name: |
dei_EntityInteractiveDataCurrent |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:yesNoItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionLine items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.
| Name: |
dei_EntityListingsLineItems |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:stringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionLine items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.
| Name: |
dei_EntityPhoneFaxNumbersLineItems |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:stringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionThe aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant's most recently completed second fiscal quarter.
| Name: |
dei_EntityPublicFloat |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
credit |
| Period Type: |
instant |
|
| X |
- DefinitionThe exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityRegistrantName |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the registrant is a shell company as defined in Rule 12b-2 of the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityShellCompany |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionIndicates that the company is a Smaller Reporting Company (SRC). Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntitySmallBusiness |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionThe Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityTaxIdentificationNumber |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:employerIdItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionIndicate 'Yes' or 'No' if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
| Name: |
dei_EntityVoluntaryFilers |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:yesNoItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionIndicate 'Yes' or 'No' if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Is used on Form Type: 10-K, 10-Q, 8-K, 20-F, 6-K, 10-K/A, 10-Q/A, 20-F/A, 6-K/A, N-CSR, N-Q, N-1A. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
-Number 230
-Section 405
| Name: |
dei_EntityWellKnownSeasonedIssuer |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:yesNoItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Form 10-K
-Number 249
-Section 310
Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Form 20-F
-Number 249
-Section 220
-Subsection f
Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Form 40-F
-Number 249
-Section 240
-Subsection f
| Name: |
dei_IcfrAuditorAttestationFlag |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionLocal phone number for entity.
| Name: |
dei_LocalPhoneNumber |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true only for a security having no trading symbol.
| Name: |
dei_NoTradingSymbolFlag |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:trueItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionTitle of a 12(b) registered security. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b
| Name: |
dei_Security12bTitle |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:securityTitleItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionName of the Exchange on which a security is registered. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection d1-1
| Name: |
dei_SecurityExchangeName |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:edgarExchangeCodeItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
v3.24.4
| X |
- DefinitionPCAOB issued Audit Firm Identifier Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Form 10-K
-Number 249
-Section 310
Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Form 20-F
-Number 249
-Section 220
-Subsection f
Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Form 40-F
-Number 249
-Section 240
-Subsection f
| Name: |
dei_AuditorFirmId |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:nonemptySequenceNumberItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Form 10-K
-Number 249
-Section 310
Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Form 20-F
-Number 249
-Section 220
-Subsection f
Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Form 40-F
-Number 249
-Section 240
-Subsection f
| Name: |
dei_AuditorLocation |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:internationalNameItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Form 10-K
-Number 249
-Section 310
Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Form 20-F
-Number 249
-Section 220
-Subsection f
Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Form 40-F
-Number 249
-Section 240
-Subsection f
| Name: |
dei_AuditorName |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:internationalNameItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- References
+ Details
| Name: |
dei_AuditorTable |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:stringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
v3.24.4
Consolidated Balance Sheets - USD ($)
|
Jun. 30, 2024 |
Jun. 30, 2023 |
| Current assets: |
|
|
|
| Cash and cash equivalents |
$ 148,294
|
$ 53,349
|
[1] |
| Accounts receivable |
22,337
|
29,335
|
[1] |
| Inventory |
25,808
|
|
[2] |
| Other current assets |
107,161
|
92,726
|
|
| Total current assets |
303,600
|
175,410
|
|
| Acquisition costs secured by promissory note |
441,479
|
|
|
| Indefinite lived intangible assets |
897,542
|
|
|
| Total assets |
1,642,621
|
175,410
|
|
| Current liabilities: |
|
|
|
| Accounts payable and accrued liabilities |
1,059,251
|
594,430
|
[1] |
| Convertible notes payable - net of discounts |
3,442,987
|
1,549,366
|
[3] |
| Total current liabilities |
4,797,748
|
2,245,672
|
|
| Commitments and contingencies (Note 12) |
278,200
|
|
|
| Stockholders’ equity (deficit): |
|
|
|
| Common stock, $0.001 par value, 200,000,000 shares authorized 128,907,407 and 123,587,968 issued and outstanding as of June 30, 2024 and June 30, 2023, respectively |
128,907
|
123,588
|
|
| Additional paid in capital |
35,064,148
|
33,112,935
|
|
| Accumulated deficit |
(38,626,400)
|
(35,306,788)
|
[1],[3] |
| Total Stockholders’ Equity (Deficit) |
(3,433,327)
|
(2,070,262)
|
|
| Total Liabilities and Stockholders’ Equity (Deficit) |
1,642,621
|
175,410
|
|
| Related party |
|
|
|
| Current liabilities: |
|
|
|
| Accounts payable and accrued liabilities - related party |
295,510
|
101,876
|
|
| Series A Preferred Stock |
|
|
|
| Stockholders’ equity (deficit): |
|
|
|
| Series of preferred stock |
1
|
1
|
|
| Series B Preferred Stock |
|
|
|
| Stockholders’ equity (deficit): |
|
|
|
| Series of preferred stock |
2
|
2
|
|
| Series C Preferred Stock |
|
|
|
| Stockholders’ equity (deficit): |
|
|
|
| Series of preferred stock |
13
|
|
|
| Series D Preferred Stock |
|
|
|
| Stockholders’ equity (deficit): |
|
|
|
| Series of preferred stock |
$ 2
|
|
|
|
|
| X |
- DefinitionThe amount of acquisition costs secured by promissory note.
| Name: |
ngtf_AcquisitionCostsSecuredByPromissoryNote |
| Namespace Prefix: |
ngtf_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
debit |
| Period Type: |
instant |
|
| X |
- DefinitionSum of the carrying values as of the balance sheet date of obligations incurred through that date and due within one year (or the operating cycle, if longer), including liabilities incurred (and for which invoices have typically been received) and payable to vendors for goods and services received, taxes, interest, rent and utilities, accrued salaries and bonuses, payroll taxes and fringe benefits. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(20))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(19))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
| Name: |
us-gaap_AccountsPayableAndAccruedLiabilitiesCurrent |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
credit |
| Period Type: |
instant |
|
| X |
- DefinitionAmount of liabilities incurred to vendors for goods and services received, and accrued liabilities classified as other, payable within one year or the normal operating cycle, if longer.
| Name: |
us-gaap_AccountsPayableAndOtherAccruedLiabilitiesCurrent |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
credit |
| Period Type: |
instant |
|
| X |
- DefinitionAmount, after allowance for credit loss, of right to consideration from customer for product sold and service rendered in normal course of business, classified as current. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 310
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481990/310-10-45-2
| Name: |
us-gaap_AccountsReceivableNetCurrent |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
debit |
| Period Type: |
instant |
|
| X |
- DefinitionAmount of excess of issue price over par or stated value of stock and from other transaction involving stock or stockholder. Includes, but is not limited to, additional paid-in capital (APIC) for common and preferred stock. Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 852
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481372/852-10-55-10
Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 946
-SubTopic 210
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-04(18))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479170/946-210-S99-1
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(30)(a)(1))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
| Name: |
us-gaap_AdditionalPaidInCapital |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
credit |
| Period Type: |
instant |
|
| X |
- DefinitionAmount of asset recognized for present right to economic benefit. Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 48
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482785/280-10-55-48
Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 49
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482785/280-10-55-49
Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 270
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482964/270-10-50-1
Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (ee)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-32
Reference 5: http://fasb.org/us-gaap/role/ref/otherTransitionRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-32
Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-22
Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 810
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (bb)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481203/810-10-50-3
Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 810
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 25
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481231/810-10-45-25
Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(g)(1)(ii))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1
Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 323
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481687/323-10-50-3
Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 825
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 28
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482907/825-10-50-28
Reference 12: http://www.xbrl.org/2003/role/exampleRef
-Topic 852
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481372/852-10-55-10
Reference 13: http://www.xbrl.org/2003/role/exampleRef
-Topic 946
-SubTopic 830
-Name Accounting Standards Codification
-Section 55
-Paragraph 12
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479168/946-830-55-12
Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 210
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-03(a)(12))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478777/944-210-S99-1
Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 210
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-04(8))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479170/946-210-S99-1
Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(18))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(i))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A
Reference 18: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(ii))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A
Reference 19: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iii))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A
Reference 20: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iii)(A))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A
Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iv))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A
Reference 22: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(5))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A
Reference 23: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(i))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B
Reference 24: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(A))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B
Reference 25: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(B))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B
Reference 26: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iv))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B
Reference 27: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(5))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B
Reference 28: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 852
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 7
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481404/852-10-50-7
Reference 29: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 30
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-30
Reference 30: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 942
-SubTopic 210
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-03(11))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478546/942-210-S99-1
| Name: |
us-gaap_Assets |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
debit |
| Period Type: |
instant |
|
| X |
- DefinitionAmount of asset recognized for present right to economic benefit, classified as current. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 810
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (bb)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481203/810-10-50-3
Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 810
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 25
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481231/810-10-45-25
Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(g)(1)(ii))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1
Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 323
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481687/323-10-50-3
Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 825
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 28
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482907/825-10-50-28
Reference 6: http://www.xbrl.org/2003/role/exampleRef
-Topic 852
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481372/852-10-55-10
Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483467/210-10-45-1
Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(9))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(i))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A
Reference 10: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(ii))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A
Reference 11: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iii))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A
Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iii)(A))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A
Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iv))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A
Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(5))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A
Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(i))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B
Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(A))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B
Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(B))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B
Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iv))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B
Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(5))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B
Reference 20: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 852
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 7
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481404/852-10-50-7
| Name: |
us-gaap_AssetsCurrent |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
debit |
| Period Type: |
instant |
|
| X |
- References
+ Details
| Name: |
us-gaap_AssetsCurrentAbstract |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:stringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionAmount of cash and cash equivalents, and cash and cash equivalents restricted to withdrawal or usage. Excludes amount for disposal group and discontinued operations. Cash includes, but is not limited to, currency on hand, demand deposits with banks or financial institutions, and other accounts with general characteristics of demand deposits. Cash equivalents include, but are not limited to, short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 230
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 8
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482913/230-10-50-8
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 230
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 24
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482740/230-10-45-24
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 230
-SubTopic 10
-Section 45
-Paragraph 4
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482740/230-10-45-4
| Name: |
us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
debit |
| Period Type: |
instant |
|
| X |
- DefinitionRepresents the caption on the face of the balance sheet to indicate that the entity has entered into (1) purchase or supply arrangements that will require expending a portion of its resources to meet the terms thereof, and (2) is exposed to potential losses or, less frequently, gains, arising from (a) possible claims against a company's resources due to future performance under contract terms, and (b) possible losses or likely gains from uncertainties that will ultimately be resolved when one or more future events that are deemed likely to occur do occur or fail to occur. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 942
-SubTopic 210
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-03(17))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478546/942-210-S99-1
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(25))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 210
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-03(a)(19))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478777/944-210-S99-1
Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 210
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-04(15))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479170/946-210-S99-1
| Name: |
us-gaap_CommitmentsAndContingencies |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
credit |
| Period Type: |
instant |
|
| X |
- DefinitionAggregate par or stated value of issued nonredeemable common stock (or common stock redeemable solely at the option of the issuer). This item includes treasury stock repurchased by the entity. Note: elements for number of nonredeemable common shares, par value and other disclosure concepts are in another section within stockholders' equity. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(29))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 852
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481372/852-10-55-10
Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 210
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-03(a)(22))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478777/944-210-S99-1
| Name: |
us-gaap_CommonStockValue |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
credit |
| Period Type: |
instant |
|
| X |
- DefinitionCarrying value as of the balance sheet date of the portion of long-term debt due within one year or the operating cycle if longer identified as Convertible Notes Payable. Convertible Notes Payable is a written promise to pay a note which can be exchanged for a specified amount of another, related security, at the option of the issuer and the holder. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(20))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
| Name: |
us-gaap_ConvertibleNotesPayableCurrent |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
credit |
| Period Type: |
instant |
|
| X |
- DefinitionSum of the carrying amounts of all intangible assets, excluding goodwill, as of the balance sheet date, net of accumulated amortization and impairment charges. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)(1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482665/350-30-50-2
Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482665/350-30-50-2
Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 350
-SubTopic 30
-Name Accounting Standards Codification
-Section 45
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482686/350-30-45-1
| Name: |
us-gaap_IntangibleAssetsNetExcludingGoodwill |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
debit |
| Period Type: |
instant |
|
| X |
- DefinitionAmount after valuation and LIFO reserves of inventory expected to be sold, or consumed within one year or operating cycle, if longer. Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 852
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481372/852-10-55-10
Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483467/210-10-45-1
Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(6))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
| Name: |
us-gaap_InventoryNet |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
debit |
| Period Type: |
instant |
|
| X |
- DefinitionAmount of liabilities and equity items, including the portion of equity attributable to noncontrolling interests, if any. Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 852
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481372/852-10-55-10
Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 210
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-03(a)(25))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478777/944-210-S99-1
Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(g)(1)(ii))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1
Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 323
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481687/323-10-50-3
Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 825
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 28
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482907/825-10-50-28
Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 942
-SubTopic 210
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-03(23))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478546/942-210-S99-1
Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(32))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
| Name: |
us-gaap_LiabilitiesAndStockholdersEquity |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
credit |
| Period Type: |
instant |
|
| X |
- DefinitionTotal obligations incurred as part of normal operations that are expected to be paid during the following twelve months or within one business cycle, if longer. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(21))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 810
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481203/810-10-50-3
Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 810
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 25
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481231/810-10-45-25
Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 810
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (bb)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481203/810-10-50-3
Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(g)(1)(ii))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1
Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 323
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481687/323-10-50-3
Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 825
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 28
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482907/825-10-50-28
Reference 8: http://www.xbrl.org/2003/role/exampleRef
-Topic 852
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481372/852-10-55-10
Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483467/210-10-45-5
Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(i))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A
Reference 11: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(ii))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A
Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iii)(A))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A
Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iv))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A
Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(5))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A
Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(i))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B
Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(A))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B
Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(B))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B
Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iv))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B
Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(5))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B
Reference 20: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 852
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 7
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481404/852-10-50-7
Reference 21: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 852
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 7
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481404/852-10-50-7
| Name: |
us-gaap_LiabilitiesCurrent |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
credit |
| Period Type: |
instant |
|
| X |
- References
+ Details
| Name: |
us-gaap_LiabilitiesCurrentAbstract |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:stringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionAmount of current assets classified as other. Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 852
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481372/852-10-55-10
Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(8))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
| Name: |
us-gaap_OtherAssetsCurrent |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
debit |
| Period Type: |
instant |
|
| X |
- DefinitionAggregate par or stated value of issued nonredeemable preferred stock (or preferred stock redeemable solely at the option of the issuer). This item includes treasury stock repurchased by the entity. Note: elements for number of nonredeemable preferred shares, par value and other disclosure concepts are in another section within stockholders' equity. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(28))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 852
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481372/852-10-55-10
Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 210
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-03(a)(21))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478777/944-210-S99-1
| Name: |
us-gaap_PreferredStockValue |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
credit |
| Period Type: |
instant |
|
| X |
- DefinitionAmount of accumulated undistributed earnings (deficit). Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(30)(a)(3))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 852
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481372/852-10-55-10
Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 40
-Name Accounting Standards Codification
-Section 65
-Paragraph 2
-Subparagraph (g)(2)(i)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480016/944-40-65-2
Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 40
-Name Accounting Standards Codification
-Section 65
-Paragraph 2
-Subparagraph (h)(2)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480016/944-40-65-2
Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 11
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-11
Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 210
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-03(a)(23)(a)(4))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478777/944-210-S99-1
Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 210
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-04(17))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479170/946-210-S99-1
Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480008/505-10-S99-1
| Name: |
us-gaap_RetainedEarningsAccumulatedDeficit |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
credit |
| Period Type: |
instant |
|
| X |
- DefinitionAmount of equity (deficit) attributable to parent. Excludes temporary equity and equity attributable to noncontrolling interest. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(29))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(30))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(31))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 4: http://www.xbrl.org/2003/role/exampleRef
-Topic 852
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481372/852-10-55-10
Reference 5: http://www.xbrl.org/2003/role/exampleRef
-Topic 946
-SubTopic 830
-Name Accounting Standards Codification
-Section 55
-Paragraph 12
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479168/946-830-55-12
Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 210
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-04(19))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479170/946-210-S99-1
Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 210
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SX 210.6-05(4))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479170/946-210-S99-2
Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.6-09(4)(b))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-3
Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.6-09(6))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-3
Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.6-09(7))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-3
Reference 11: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(g)(1)(ii))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1
Reference 12: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 323
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481687/323-10-50-3
Reference 13: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 825
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 28
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482907/825-10-50-28
Reference 14: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 310
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 4.E)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480418/310-10-S99-2
| Name: |
us-gaap_StockholdersEquity |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
credit |
| Period Type: |
instant |
|
| X |
- References
+ Details
| Name: |
us-gaap_StockholdersEquityAbstract |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:stringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- Details
| Name: |
us-gaap_StatementClassOfStockAxis=us-gaap_SeriesAPreferredStockMember |
| Namespace Prefix: |
|
| Data Type: |
na |
| Balance Type: |
|
| Period Type: |
|
|
| X |
- Details
| Name: |
us-gaap_StatementClassOfStockAxis=us-gaap_SeriesBPreferredStockMember |
| Namespace Prefix: |
|
| Data Type: |
na |
| Balance Type: |
|
| Period Type: |
|
|
| X |
- Details
| Name: |
us-gaap_StatementClassOfStockAxis=us-gaap_SeriesCPreferredStockMember |
| Namespace Prefix: |
|
| Data Type: |
na |
| Balance Type: |
|
| Period Type: |
|
|
| X |
- Details
| Name: |
us-gaap_StatementClassOfStockAxis=us-gaap_SeriesDPreferredStockMember |
| Namespace Prefix: |
|
| Data Type: |
na |
| Balance Type: |
|
| Period Type: |
|
|
v3.24.4
Consolidated Balance Sheets (Parentheticals) - $ / shares
|
Jun. 30, 2024 |
Jun. 30, 2023 |
| Preferred stock, shares issued |
1,000
|
|
| Common stock, par value (in Dollars per share) |
$ 0.001
|
$ 0.001
|
| Common stock, shares authorized |
200,000,000
|
200,000,000
|
| Common stock, shares issued |
128,907,407
|
123,587,968
|
| Common stock, shares outstanding |
128,907,407
|
123,587,968
|
| Series A Preferred Stock |
|
|
| Preferred stock, par value (in Dollars per share) |
$ 0.001
|
$ 0.001
|
| Preferred stock, shares authorized |
1,000,000
|
1,000,000
|
| Preferred stock, shares issued |
1,000
|
1,000
|
| Preferred stock, shares outstanding |
1,000
|
1,000
|
| Series B Preferred Stock |
|
|
| Preferred stock, par value (in Dollars per share) |
$ 0.001
|
$ 0.001
|
| Preferred stock, shares authorized |
5,000
|
5,000
|
| Preferred stock, shares issued |
1,950
|
1,950
|
| Preferred stock, shares outstanding |
1,950
|
1,950
|
| Series C Preferred Stock |
|
|
| Preferred stock, par value (in Dollars per share) |
$ 0.001
|
$ 0.001
|
| Preferred stock, shares authorized |
500,000
|
500,000
|
| Preferred stock, shares issued |
13,333
|
0
|
| Preferred stock, shares outstanding |
13,333
|
0
|
| Series D Preferred Stock |
|
|
| Preferred stock, par value (in Dollars per share) |
$ 0.001
|
$ 0.001
|
| Preferred stock, shares authorized |
100,000
|
100,000
|
| Preferred stock, shares issued |
1,667
|
0
|
| Preferred stock, shares outstanding |
1,667
|
0
|
| X |
- DefinitionFace amount or stated value per share of common stock. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(29))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
| Name: |
us-gaap_CommonStockParOrStatedValuePerShare |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
dtr-types:perShareItemType |
| Balance Type: |
na |
| Period Type: |
instant |
|
| X |
- DefinitionThe maximum number of common shares permitted to be issued by an entity's charter and bylaws. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(29))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 210
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-04(16)(a))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479170/946-210-S99-1
| Name: |
us-gaap_CommonStockSharesAuthorized |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:sharesItemType |
| Balance Type: |
na |
| Period Type: |
instant |
|
| X |
- DefinitionTotal number of common shares of an entity that have been sold or granted to shareholders (includes common shares that were issued, repurchased and remain in the treasury). These shares represent capital invested by the firm's shareholders and owners, and may be all or only a portion of the number of shares authorized. Shares issued include shares outstanding and shares held in the treasury. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(29))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
| Name: |
us-gaap_CommonStockSharesIssued |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:sharesItemType |
| Balance Type: |
na |
| Period Type: |
instant |
|
| X |
- DefinitionNumber of shares of common stock outstanding. Common stock represent the ownership interest in a corporation. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-SubTopic 10
-Topic 505
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-2
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(29))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 210
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SX 210.6-05(4))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479170/946-210-S99-2
Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.6-09(4)(b))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-3
Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 210
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-04(16)(a))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479170/946-210-S99-1
Reference 6: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.6-09(7))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-3
| Name: |
us-gaap_CommonStockSharesOutstanding |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:sharesItemType |
| Balance Type: |
na |
| Period Type: |
instant |
|
| X |
- DefinitionFace amount or stated value per share of preferred stock nonredeemable or redeemable solely at the option of the issuer. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(28))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13
| Name: |
us-gaap_PreferredStockParOrStatedValuePerShare |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
dtr-types:perShareItemType |
| Balance Type: |
na |
| Period Type: |
instant |
|
| X |
- DefinitionThe maximum number of nonredeemable preferred shares (or preferred stock redeemable solely at the option of the issuer) permitted to be issued by an entity's charter and bylaws. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(28))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 210
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-04(16)(a))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479170/946-210-S99-1
| Name: |
us-gaap_PreferredStockSharesAuthorized |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:sharesItemType |
| Balance Type: |
na |
| Period Type: |
instant |
|
| X |
- DefinitionNumber of shares issued for nonredeemable preferred shares and preferred shares redeemable solely at option of issuer. Includes, but is not limited to, preferred shares issued, repurchased, and held as treasury shares. Excludes preferred shares classified as debt. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(28))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13
| Name: |
us-gaap_PreferredStockSharesIssued |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:sharesItemType |
| Balance Type: |
na |
| Period Type: |
instant |
|
| X |
- DefinitionAggregate share number for all nonredeemable preferred stock (or preferred stock redeemable solely at the option of the issuer) held by stockholders. Does not include preferred shares that have been repurchased. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(28))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 210
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SX 210.6-05(4))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479170/946-210-S99-2
Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.6-09(4)(b))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-3
Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 210
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-04(16)(a))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479170/946-210-S99-1
Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.6-09(7))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-3
| Name: |
us-gaap_PreferredStockSharesOutstanding |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:sharesItemType |
| Balance Type: |
na |
| Period Type: |
instant |
|
| X |
- Details
| Name: |
us-gaap_StatementClassOfStockAxis=us-gaap_SeriesAPreferredStockMember |
| Namespace Prefix: |
|
| Data Type: |
na |
| Balance Type: |
|
| Period Type: |
|
|
| X |
- Details
| Name: |
us-gaap_StatementClassOfStockAxis=us-gaap_SeriesBPreferredStockMember |
| Namespace Prefix: |
|
| Data Type: |
na |
| Balance Type: |
|
| Period Type: |
|
|
| X |
- Details
| Name: |
us-gaap_StatementClassOfStockAxis=us-gaap_SeriesCPreferredStockMember |
| Namespace Prefix: |
|
| Data Type: |
na |
| Balance Type: |
|
| Period Type: |
|
|
| X |
- Details
| Name: |
us-gaap_StatementClassOfStockAxis=us-gaap_SeriesDPreferredStockMember |
| Namespace Prefix: |
|
| Data Type: |
na |
| Balance Type: |
|
| Period Type: |
|
|
v3.24.4
Consolidated Statements of Operations - USD ($)
|
12 Months Ended |
Jun. 30, 2024 |
Jun. 30, 2023 |
| Income Statement [Abstract] |
|
|
|
| Revenues, net of slotting and promotion |
$ 89,272
|
$ 133,406
|
|
| Operating expenses |
|
|
|
| Cost of product sold |
107,395
|
277,843
|
[1] |
| Advertising and promotional |
56,664
|
144,859
|
[1] |
| Selling, general and administrative expense |
175,190
|
838,413
|
[2] |
| Professional fees |
738,690
|
941,240
|
|
| Total operating expenses |
1,077,939
|
2,202,355
|
|
| Loss from operations |
(988,667)
|
(2,068,949)
|
|
| Other income (expense) |
|
|
|
| Interest income |
17,599
|
|
|
| Interest expense - debt |
(432,154)
|
(172,769)
|
[1] |
| Interest expense – financing cost |
(1,082,360)
|
(2,199,273)
|
[3] |
| Amortization of debt discount |
(638,194)
|
(1,265,893)
|
|
| Gain (loss) on debt extinguishment |
(111,730)
|
(361,500)
|
|
| Total other income (expense) |
(2,246,839)
|
(3,999,435)
|
|
| Net (Loss) |
(3,235,506)
|
(6,068,384)
|
|
| Deemed dividend on Series B Preferred Stock |
84,106
|
1,136,946
|
|
| Net income (loss) attributable to common shareholders |
$ (3,319,612)
|
$ (7,205,330)
|
|
| Basic net loss per common share (in Dollars per share) |
$ (0.03)
|
$ (0.07)
|
|
| Diluted net loss per common share (in Dollars per share) |
$ (0.03)
|
$ (0.07)
|
|
| Weighted average shares of capital outstanding – basic (in Shares) |
126,540,836
|
103,889,833
|
|
| Weighted average shares of capital outstanding – Diluted (in Shares) |
126,540,836
|
103,889,833
|
|
|
|
| X |
- DefinitionInterest expense financing cost
| Name: |
ngtf_InterestExpenseFinancingCost |
| Namespace Prefix: |
ngtf_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
debit |
| Period Type: |
duration |
|
| X |
- References
+ Details
| Name: |
ngtf_OtherIncomeExpenseAbstract |
| Namespace Prefix: |
ngtf_ |
| Data Type: |
xbrli:stringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionAmount of amortization expense attributable to debt discount (premium) and debt issuance costs. Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 69E
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481568/470-20-55-69E
Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 69F
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481568/470-20-55-69F
Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1F
-Subparagraph (b)(2)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1F
Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 230
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 28
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482740/230-10-45-28
Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 835
-SubTopic 30
-Name Accounting Standards Codification
-Section 45
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482925/835-30-45-3
| Name: |
us-gaap_AmortizationOfFinancingCostsAndDiscounts |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
debit |
| Period Type: |
duration |
|
| X |
- DefinitionThe amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-6
Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 52
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482635/260-10-55-52
Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 805
-SubTopic 60
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147476176/805-60-65-1
Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 323
-Name Accounting Standards Codification
-Section 65
-Paragraph 2
-Subparagraph (g)(3)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478666/740-323-65-2
Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-3
Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 15
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482635/260-10-55-15
Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (e)(4)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480175/815-40-65-1
Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480175/815-40-65-1
Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 11
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-11
Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 11
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-11
Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 7
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-7
Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482689/260-10-45-2
Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 60B
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482689/260-10-45-60B
Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-4
Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482662/260-10-50-1
Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482689/260-10-45-10
Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(25))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483621/220-10-S99-2
Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 942
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(27))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478524/942-220-S99-1
Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(23))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477250/944-220-S99-1
Reference 20: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 7
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482689/260-10-45-7
| Name: |
us-gaap_EarningsPerShareBasic |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
dtr-types:perShareItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionThe amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-6
Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 52
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482635/260-10-55-52
Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 805
-SubTopic 60
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147476176/805-60-65-1
Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 323
-Name Accounting Standards Codification
-Section 65
-Paragraph 2
-Subparagraph (g)(3)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478666/740-323-65-2
Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-3
Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 15
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482635/260-10-55-15
Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (e)(4)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480175/815-40-65-1
Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480175/815-40-65-1
Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 11
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-11
Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 11
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-11
Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 7
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-7
Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482689/260-10-45-2
Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 60B
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482689/260-10-45-60B
Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-4
Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482662/260-10-50-1
Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(25))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483621/220-10-S99-2
Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 942
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(27))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478524/942-220-S99-1
Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(23))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477250/944-220-S99-1
Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 7
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482689/260-10-45-7
| Name: |
us-gaap_EarningsPerShareDiluted |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
dtr-types:perShareItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionDifference between the fair value of payments made and the carrying amount of debt which is extinguished prior to maturity. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Section 45
-Paragraph 28
-Subparagraph (b)
-SubTopic 10
-Topic 230
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482740/230-10-45-28
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 470
-SubTopic 50
-Section 40
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481303/470-50-40-2
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 470
-SubTopic 50
-Section 40
-Paragraph 4
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481303/470-50-40-4
| Name: |
us-gaap_GainsLossesOnExtinguishmentOfDebt |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
credit |
| Period Type: |
duration |
|
| X |
- References
+ Details
| Name: |
us-gaap_IncomeStatementAbstract |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:stringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionAmount of the cost of borrowed funds accounted for as interest expense for debt. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(8))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483621/220-10-S99-2
Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 69E
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481568/470-20-55-69E
Reference 3: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 69F
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481568/470-20-55-69F
Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1F
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1F
Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-6
| Name: |
us-gaap_InterestExpenseDebt |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
debit |
| Period Type: |
duration |
|
| X |
- DefinitionAmount of interest income earned from interest bearing assets classified as other.
| Name: |
us-gaap_InterestIncomeOther |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
credit |
| Period Type: |
duration |
|
| X |
- DefinitionThe portion of profit or loss for the period, net of income taxes, which is attributable to the parent. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-6
Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-9
Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 805
-SubTopic 60
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147476176/805-60-65-1
Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 323
-Name Accounting Standards Codification
-Section 65
-Paragraph 2
-Subparagraph (g)(3)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478666/740-323-65-2
Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(20))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483621/220-10-S99-2
Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(g)(1)(ii))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1
Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 323
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481687/323-10-50-3
Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 825
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 28
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482907/825-10-50-28
Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482765/220-10-50-6
Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-3
Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)(2)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-1
Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480175/815-40-65-1
Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 8
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-8
Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 11
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-11
Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 11
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-11
Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-4
Reference 17: http://www.xbrl.org/2003/role/exampleRef
-Topic 946
-SubTopic 830
-Name Accounting Standards Codification
-Section 55
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479168/946-830-55-10
Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section 45
-Paragraph 7
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479105/946-220-45-7
Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(18))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477250/944-220-S99-1
Reference 20: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(9))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-1
Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.6-09(1)(d))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-3
Reference 22: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(i))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A
Reference 23: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(ii))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A
Reference 24: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iii)(A))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A
Reference 25: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iv))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A
Reference 26: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(5))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A
Reference 27: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(i))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B
Reference 28: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(A))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B
Reference 29: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(B))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B
Reference 30: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iv))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B
Reference 31: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(5))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B
Reference 32: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 60B
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482689/260-10-45-60B
Reference 33: http://www.xbrl.org/2003/role/disclosureRef
-Topic 205
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 7
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483499/205-20-50-7
Reference 34: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 230
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 28
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482740/230-10-45-28
Reference 35: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 1A
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482790/220-10-45-1A
Reference 36: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 1B
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482790/220-10-45-1B
Reference 37: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 942
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(22))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478524/942-220-S99-1
| Name: |
us-gaap_NetIncomeLoss |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
credit |
| Period Type: |
duration |
|
| X |
- DefinitionAmount, after deduction of tax, noncontrolling interests, dividends on preferred stock and participating securities; of income (loss) available to common shareholders. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 805
-SubTopic 60
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147476176/805-60-65-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-3
Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 11
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-11
Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 11
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-11
Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-4
Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 5
-Subparagraph (SAB Topic 6.B)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483621/220-10-S99-5
Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482662/260-10-50-1
Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482689/260-10-45-10
Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 11
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482689/260-10-45-11
Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 60B
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482689/260-10-45-60B
| Name: |
us-gaap_NetIncomeLossAvailableToCommonStockholdersBasic |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
credit |
| Period Type: |
duration |
|
| X |
- DefinitionThe aggregate amount of income or expense from ancillary business-related activities (that is to say, excluding major activities considered part of the normal operations of the business). Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(7))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483621/220-10-S99-2
| Name: |
us-gaap_NonoperatingIncomeExpense |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
credit |
| Period Type: |
duration |
|
| X |
- DefinitionGenerally recurring costs associated with normal operations except for the portion of these expenses which can be clearly related to production and included in cost of sales or services. Excludes Selling, General and Administrative Expense.
| Name: |
us-gaap_OperatingCostsAndExpenses |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
debit |
| Period Type: |
duration |
|
| X |
- DefinitionGenerally recurring costs associated with normal operations except for the portion of these expenses which can be clearly related to production and included in cost of sales or services. Includes selling, general and administrative expense.
| Name: |
us-gaap_OperatingExpenses |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
debit |
| Period Type: |
duration |
|
| X |
- References
+ Details
| Name: |
us-gaap_OperatingExpensesAbstract |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:stringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionThe net result for the period of deducting operating expenses from operating revenues. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-22
Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-32
Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 30
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-30
Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 270
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482964/270-10-50-1
Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (ee)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-32
Reference 6: http://fasb.org/us-gaap/role/ref/otherTransitionRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-32
Reference 7: http://www.xbrl.org/2003/role/exampleRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 31
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-31
| Name: |
us-gaap_OperatingIncomeLoss |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
credit |
| Period Type: |
duration |
|
| X |
- DefinitionThe aggregate value of preferred stock dividends and other adjustments necessary to derive net income apportioned to common stockholders. Reference 1: http://www.xbrl.org/2003/role/recommendedDisclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 5
-Subparagraph (SAB Topic 6.B)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483621/220-10-S99-5
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 11
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482689/260-10-45-11
Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482662/260-10-50-1
| Name: |
us-gaap_PreferredStockDividendsAndOtherAdjustments |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
debit |
| Period Type: |
duration |
|
| X |
- DefinitionAmount of revenue recognized from goods sold, services rendered, insurance premiums, or other activities that constitute an earning process. Includes, but is not limited to, investment and interest income before deduction of interest expense when recognized as a component of revenue, and sales and trading gain (loss). Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 48
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482785/280-10-55-48
Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 41
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-41
Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 270
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482964/270-10-50-1
Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (ee)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-32
Reference 5: http://fasb.org/us-gaap/role/ref/otherTransitionRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-32
Reference 6: http://fasb.org/us-gaap/role/ref/otherTransitionRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-32
Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(g)(1)(ii))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1
Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 323
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481687/323-10-50-3
Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 825
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 28
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482907/825-10-50-28
Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(i))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A
Reference 11: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(ii))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A
Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iii)(A))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A
Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iv))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A
Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(5))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A
Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(i))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B
Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(A))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B
Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(B))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B
Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iv))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B
Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(5))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B
Reference 20: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 30
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-30
Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 42
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-42
Reference 22: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-22
Reference 23: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 40
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-40
Reference 24: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-22
Reference 25: http://www.xbrl.org/2003/role/disclosureRef
-Topic 942
-SubTopic 235
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-05(b)(2))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477314/942-235-S99-1
Reference 26: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(1))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483621/220-10-S99-2
| Name: |
us-gaap_Revenues |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
credit |
| Period Type: |
duration |
|
| X |
- DefinitionThe aggregate total costs related to selling a firm's product and services, as well as all other general and administrative expenses. Direct selling expenses (for example, credit, warranty, and advertising) are expenses that can be directly linked to the sale of specific products. Indirect selling expenses are expenses that cannot be directly linked to the sale of specific products, for example telephone expenses, Internet, and postal charges. General and administrative expenses include salaries of non-sales personnel, rent, utilities, communication, etc. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(4))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483621/220-10-S99-2
| Name: |
us-gaap_SellingGeneralAndAdministrativeExpense |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
debit |
| Period Type: |
duration |
|
| X |
- DefinitionThe average number of shares or units issued and outstanding that are used in calculating diluted EPS or earnings per unit (EPU), determined based on the timing of issuance of shares or units in the period. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482662/260-10-50-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 16
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482689/260-10-45-16
| Name: |
us-gaap_WeightedAverageNumberOfDilutedSharesOutstanding |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:sharesItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionNumber of [basic] shares or units, after adjustment for contingently issuable shares or units and other shares or units not deemed outstanding, determined by relating the portion of time within a reporting period that common shares or units have been outstanding to the total time in that period. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482662/260-10-50-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482689/260-10-45-10
| Name: |
us-gaap_WeightedAverageNumberOfSharesOutstandingBasic |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:sharesItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
v3.24.4
Consolidated Statements of Changes in Stockholders’ Equity (Deficit) - USD ($)
|
Common Stock |
Preferred Stock
A
|
Preferred Stock
B
|
Preferred Stock
C
|
Preferred Stock
D
|
Preferred Stock |
Additional Paid in Capital |
Accumulated Deficit |
Total |
| Balance at Jun. 30, 2022 |
$ 91,814
|
$ 1
|
$ 3
|
|
|
$ 4
|
$ 28,275,216
|
$ (28,101,458)
|
$ 265,576
|
| Balance (in Shares) at Jun. 30, 2022 |
91,814,484
|
1,000
|
3,260
|
|
|
|
|
|
|
| Common stock issued for services |
$ 533
|
|
|
|
|
|
76,577
|
|
77,110
|
| Common stock issued for services (in Shares) |
532,859
|
|
|
|
|
|
|
|
|
| Units issued under Regulation A Offering |
$ 1,872
|
|
|
|
|
|
227,857
|
|
229,729
|
| Units issued under Regulation A Offering (in Shares) |
1,871,800
|
|
|
|
|
|
|
|
|
| Common stock from conversion |
$ 6,550
|
|
$ (1)
|
|
|
(1)
|
(6,549)
|
|
|
| Common stock from conversion (in Shares) |
6,550,000
|
|
(1,310)
|
|
|
|
|
|
|
| Common stock issued as financing cost |
$ 2,470
|
|
|
|
|
|
102,045
|
|
104,515
|
| Common stock issued as financing cost (in Shares) |
2,469,697
|
|
|
|
|
|
|
|
|
| Warrants exercise, cashless |
$ 12,299
|
|
|
|
|
|
263,767
|
|
276,066
|
| Warrants exercise, cashless (in Shares) |
12,299,128
|
|
|
|
|
|
|
|
|
| Common stock issued under Forbearance and Exchange Agreement |
$ 3,800
|
|
|
|
|
|
338,200
|
|
342,000
|
| Common stock issued under Forbearance and Exchange Agreement (in Shares) |
3,800,000
|
|
|
|
|
|
|
|
|
| Warrants exchange to common stock |
$ 2,750
|
|
|
|
|
|
(2,750)
|
|
|
| Warrants exchange to common stock (in Shares) |
2,750,000
|
|
|
|
|
|
|
|
|
| Common stock issued under notice of conversion |
$ 1,500
|
|
|
|
|
|
90,000
|
|
91,500
|
| Common stock issued under notice of conversion (in Shares) |
1,500,000
|
|
|
|
|
|
|
|
|
| Issuance of warrants |
|
|
|
|
|
|
62,850
|
|
62,850
|
| Warrants issued associated with Promissory Notes |
|
|
|
|
|
|
603,689
|
|
603,689
|
| Warrants issued as financing cost |
|
|
|
|
|
|
1,823,450
|
|
1,823,450
|
| Warrants dilutive adjustment as consulting fees |
|
|
|
|
|
|
185,669
|
|
185,669
|
| Warrants dilutive adjustment as consulting fees |
|
|
|
|
|
|
(64,032)
|
|
(64,032)
|
| Deemed dividends associated with warrants related dilutive adjustments |
|
|
|
|
|
|
1,136,946
|
(1,136,946)
|
|
| Net loss |
|
|
|
|
|
|
|
(6,068,384)
|
(6,068,384)
|
| Balance at Jun. 30, 2023 |
$ 123,588
|
$ 1
|
$ 2
|
|
|
$ 3
|
33,112,935
|
(35,306,788)
|
(2,070,262)
|
| Balance (in Shares) at Jun. 30, 2023 |
123,587,968
|
1,000
|
1,950
|
|
|
|
|
|
|
| Common stock issued for services |
$ 300
|
|
|
|
|
|
7,500
|
|
7,800
|
| Common stock issued for services (in Shares) |
300,000
|
|
|
|
|
|
|
|
|
| Common stock issued as financing cost |
$ 3,333
|
|
|
|
|
|
46,667
|
|
50,000
|
| Common stock issued as financing cost (in Shares) |
3,333,333
|
|
|
|
|
|
|
|
|
| Warrants exercise, cashless |
$ 686
|
|
|
|
|
|
(686)
|
|
|
| Warrants exercise, cashless (in Shares) |
686,106
|
|
|
|
|
|
|
|
|
| Common stock issued under notice of conversion |
$ 1,000
|
|
|
|
|
|
15,400
|
|
16,400
|
| Common stock issued under notice of conversion (in Shares) |
1,000,000
|
|
|
|
|
|
|
|
|
| Warrants issued as consulting fee |
|
|
|
|
|
|
84,230
|
|
84,230
|
| Shares issued for acquisition |
|
|
|
$ 13
|
|
$ 13
|
868,695
|
|
868,695
|
| Shares issued for acquisition (in Shares) |
|
|
|
13,333
|
|
|
|
|
|
| Shares issued for amended convertible note |
|
|
|
|
$ 2
|
2
|
113,953
|
|
113,955
|
| Shares issued for amended convertible note (in Shares) |
|
|
|
|
1,667
|
|
|
|
|
| Warrants issued associated with Promissory Notes |
|
|
|
|
|
|
9,878
|
|
9,878
|
| Warrants issued as financing cost |
|
|
|
|
|
|
721,470
|
|
721,470
|
| Deemed dividends associated with warrants related dilutive adjustments |
|
|
|
|
|
|
84,106
|
(84,106)
|
|
| Net loss |
|
|
|
|
|
|
|
(3,235,506)
|
(3,235,506)
|
| Balance at Jun. 30, 2024 |
$ 128,907
|
$ 1
|
$ 2
|
$ 13
|
$ 2
|
$ 18
|
$ 35,064,148
|
$ (38,626,400)
|
$ (3,433,327)
|
| Balance (in Shares) at Jun. 30, 2024 |
128,907,407
|
1,000
|
1,950
|
13,333
|
1,667
|
|
|
|
|
| X |
- DefinitionWarrants issued as consulting fee.
| Name: |
ngtf_AdjustmentToAdditionalPaidInCapitalWarrantIssued |
| Namespace Prefix: |
ngtf_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
credit |
| Period Type: |
duration |
|
| X |
- DefinitionAdjustments to additional paid in capital warrant dilutive other adjustment.
| Name: |
ngtf_AdjustmentsToAdditionalPaidInCapitalWarrantDilutiveOtherAdjustment |
| Namespace Prefix: |
ngtf_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
credit |
| Period Type: |
duration |
|
| X |
- DefinitionAdjustments to additional paid in capital warrant dilutive other adjustment.
| Name: |
ngtf_AdjustmentsToAdditionalPaidInCapitalWarrantDilutiveOtherAdjustments |
| Namespace Prefix: |
ngtf_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
credit |
| Period Type: |
duration |
|
| X |
- DefinitionWarrants issued as financing cost.
| Name: |
ngtf_AdjustmentstoadditionalpaidincapitalWarrantsissuedasfinancingcost |
| Namespace Prefix: |
ngtf_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
credit |
| Period Type: |
duration |
|
| X |
- References
+ Details
| Name: |
ngtf_CommonStockIssuedAsFinancingCost |
| Namespace Prefix: |
ngtf_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
debit |
| Period Type: |
duration |
|
| X |
- DefinitionCommon stock issued as financing cost.
| Name: |
ngtf_CommonStockIssuedAsFinancingCostinShares |
| Namespace Prefix: |
ngtf_ |
| Data Type: |
xbrli:sharesItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionCommon stock issued under forbearance and exchange agreement.
| Name: |
ngtf_CommonStockIssuedUnderForbearanceAndExchangeAgreement |
| Namespace Prefix: |
ngtf_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
credit |
| Period Type: |
duration |
|
| X |
- DefinitionCommon stock issued under forbearance and exchange agreement.
| Name: |
ngtf_CommonStockIssuedUnderForbearanceAndExchangeAgreementinShares |
| Namespace Prefix: |
ngtf_ |
| Data Type: |
xbrli:sharesItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionRepresent the amount of business acquisition.
| Name: |
ngtf_StockIssuedDuringPeriodValueBusinessAcquisition |
| Namespace Prefix: |
ngtf_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
credit |
| Period Type: |
duration |
|
| X |
- DefinitionThe amount of stock issued during period value common stock from conversion.
| Name: |
ngtf_StockIssuedDuringPeriodValueCommonStockFromConversion |
| Namespace Prefix: |
ngtf_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
credit |
| Period Type: |
duration |
|
| X |
- DefinitionWarrants exchange to common stock.
| Name: |
ngtf_StockIssuedDuringPeriodValuesConversionOfConvertibleSecurities |
| Namespace Prefix: |
ngtf_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
credit |
| Period Type: |
duration |
|
| X |
- DefinitionWarrants exchange to common stock
| Name: |
ngtf_WarrantsExchangeToCommonStockinShare |
| Namespace Prefix: |
ngtf_ |
| Data Type: |
xbrli:sharesItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionWarrants issued as financing cost associated with convertible notes.
| Name: |
ngtf_WarrantsIssuedAsFinancingCostAssociatedWithConvertibleNotes |
| Namespace Prefix: |
ngtf_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
credit |
| Period Type: |
duration |
|
| X |
- DefinitionAmount of decrease in additional paid in capital (APIC) resulting from dividends legally declared (or paid) in excess of retained earnings balance. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-SubTopic 10
-Topic 505
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-2
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480008/505-10-S99-1
| Name: |
us-gaap_AdjustmentsToAdditionalPaidInCapitalDividendsInExcessOfRetainedEarnings |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
debit |
| Period Type: |
duration |
|
| X |
- DefinitionAmount of increase in additional paid in capital (APIC) resulting from the issuance of warrants. Includes allocation of proceeds of debt securities issued with detachable stock purchase warrants. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-SubTopic 10
-Topic 505
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-2
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480008/505-10-S99-1
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 25
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481284/470-20-25-2
| Name: |
us-gaap_AdjustmentsToAdditionalPaidInCapitalWarrantIssued |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
credit |
| Period Type: |
duration |
|
| X |
- DefinitionThe portion of profit or loss for the period, net of income taxes, which is attributable to the parent. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-6
Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-9
Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 805
-SubTopic 60
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147476176/805-60-65-1
Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 323
-Name Accounting Standards Codification
-Section 65
-Paragraph 2
-Subparagraph (g)(3)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478666/740-323-65-2
Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(20))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483621/220-10-S99-2
Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(g)(1)(ii))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1
Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 323
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481687/323-10-50-3
Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 825
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 28
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482907/825-10-50-28
Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482765/220-10-50-6
Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-3
Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)(2)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-1
Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480175/815-40-65-1
Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 8
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-8
Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 11
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-11
Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 11
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-11
Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-4
Reference 17: http://www.xbrl.org/2003/role/exampleRef
-Topic 946
-SubTopic 830
-Name Accounting Standards Codification
-Section 55
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479168/946-830-55-10
Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section 45
-Paragraph 7
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479105/946-220-45-7
Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(18))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477250/944-220-S99-1
Reference 20: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(9))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-1
Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.6-09(1)(d))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-3
Reference 22: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(i))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A
Reference 23: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(ii))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A
Reference 24: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iii)(A))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A
Reference 25: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iv))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A
Reference 26: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(5))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A
Reference 27: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(i))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B
Reference 28: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(A))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B
Reference 29: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(B))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B
Reference 30: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iv))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B
Reference 31: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(5))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B
Reference 32: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 60B
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482689/260-10-45-60B
Reference 33: http://www.xbrl.org/2003/role/disclosureRef
-Topic 205
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 7
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483499/205-20-50-7
Reference 34: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 230
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 28
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482740/230-10-45-28
Reference 35: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 1A
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482790/220-10-45-1A
Reference 36: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 1B
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482790/220-10-45-1B
Reference 37: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 942
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(22))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478524/942-220-S99-1
| Name: |
us-gaap_NetIncomeLoss |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
credit |
| Period Type: |
duration |
|
| X |
- DefinitionNumber of shares issued which are neither cancelled nor held in the treasury.
| Name: |
us-gaap_SharesOutstanding |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:sharesItemType |
| Balance Type: |
na |
| Period Type: |
instant |
|
| X |
- DefinitionNumber of shares of stock issued during the period pursuant to acquisitions. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(28))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(29))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480008/505-10-S99-1
| Name: |
us-gaap_StockIssuedDuringPeriodSharesAcquisitions |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:sharesItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionNumber of shares issued during the period as a result of the conversion of convertible securities. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-SubTopic 10
-Topic 505
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-2
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(29))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(30))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1E
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1E
Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480008/505-10-S99-1
Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-3
| Name: |
us-gaap_StockIssuedDuringPeriodSharesConversionOfConvertibleSecurities |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:sharesItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionThe number of shares issued during the period upon the conversion of units. An example of a convertible unit is an umbrella partnership real estate investment trust unit (UPREIT unit). Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-SubTopic 10
-Topic 505
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-2
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(28))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(29))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480008/505-10-S99-1
Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-3
| Name: |
us-gaap_StockIssuedDuringPeriodSharesConversionOfUnits |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:sharesItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionNumber of shares issued in lieu of cash for services contributed to the entity. Number of shares includes, but is not limited to, shares issued for services contributed by vendors and founders.
| Name: |
us-gaap_StockIssuedDuringPeriodSharesIssuedForServices |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:sharesItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionNumber of new stock issued during the period. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-SubTopic 10
-Topic 505
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-2
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(28))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(29))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 505
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478448/946-505-50-2
Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.6-09(4)(b))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-3
Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.6-03(i)(1))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479886/946-10-S99-3
Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480008/505-10-S99-1
| Name: |
us-gaap_StockIssuedDuringPeriodSharesNewIssues |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:sharesItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionNumber of shares of stock issued attributable to transactions classified as other.
| Name: |
us-gaap_StockIssuedDuringPeriodSharesOther |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:sharesItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionNumber of share options (or share units) exercised during the current period. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-SubTopic 10
-Topic 505
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-2
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(28))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(29))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(iv)(02)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2
Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480008/505-10-S99-1
| Name: |
us-gaap_StockIssuedDuringPeriodSharesStockOptionsExercised |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:sharesItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionThe gross value of stock issued during the period upon the conversion of convertible securities. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-SubTopic 10
-Topic 505
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-2
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(29))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(30))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(31))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480008/505-10-S99-1
| Name: |
us-gaap_StockIssuedDuringPeriodValueConversionOfConvertibleSecurities |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
credit |
| Period Type: |
duration |
|
| X |
- DefinitionValue of stock issued during the period upon the conversion of units. An example of a convertible unit is an umbrella partnership real estate investment trust unit (UPREIT unit). Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-SubTopic 10
-Topic 505
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-2
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(29))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(30))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(31))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480008/505-10-S99-1
| Name: |
us-gaap_StockIssuedDuringPeriodValueConversionOfUnits |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
credit |
| Period Type: |
duration |
|
| X |
- DefinitionValue of stock issued in lieu of cash for services contributed to the entity. Value of the stock issued includes, but is not limited to, services contributed by vendors and founders.
| Name: |
us-gaap_StockIssuedDuringPeriodValueIssuedForServices |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
credit |
| Period Type: |
duration |
|
| X |
- DefinitionEquity impact of the value of new stock issued during the period. Includes shares issued in an initial public offering or a secondary public offering. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-SubTopic 10
-Topic 505
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-2
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(28))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(29))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 4: http://www.xbrl.org/2003/role/exampleRef
-Topic 946
-SubTopic 830
-Name Accounting Standards Codification
-Section 55
-Paragraph 11
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479168/946-830-55-11
Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 205
-Name Accounting Standards Codification
-Section 45
-Paragraph 4
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478009/946-205-45-4
Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 505
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478448/946-505-50-2
Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.6-09(4)(b))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-3
Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480008/505-10-S99-1
| Name: |
us-gaap_StockIssuedDuringPeriodValueNewIssues |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
credit |
| Period Type: |
duration |
|
| X |
- DefinitionValue of stock issued as a result of the exercise of stock options. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-SubTopic 10
-Topic 505
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-2
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(29))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(30))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(31))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480008/505-10-S99-1
| Name: |
us-gaap_StockIssuedDuringPeriodValueStockOptionsExercised |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
credit |
| Period Type: |
duration |
|
| X |
- DefinitionAmount of equity (deficit) attributable to parent. Excludes temporary equity and equity attributable to noncontrolling interest. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(29))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(30))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(31))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 4: http://www.xbrl.org/2003/role/exampleRef
-Topic 852
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481372/852-10-55-10
Reference 5: http://www.xbrl.org/2003/role/exampleRef
-Topic 946
-SubTopic 830
-Name Accounting Standards Codification
-Section 55
-Paragraph 12
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479168/946-830-55-12
Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 210
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-04(19))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479170/946-210-S99-1
Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 210
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SX 210.6-05(4))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479170/946-210-S99-2
Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.6-09(4)(b))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-3
Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.6-09(6))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-3
Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.6-09(7))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-3
Reference 11: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(g)(1)(ii))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1
Reference 12: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 323
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481687/323-10-50-3
Reference 13: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 825
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 28
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482907/825-10-50-28
Reference 14: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 310
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 4.E)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480418/310-10-S99-2
| Name: |
us-gaap_StockholdersEquity |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
credit |
| Period Type: |
instant |
|
v3.24.4
Consolidated Statements of Cash Flows - USD ($)
|
12 Months Ended |
Jun. 30, 2024 |
Jun. 30, 2023 |
| CASH FLOWS FROM OPERATING ACTIVITIES: |
|
|
|
|
| Net loss |
$ (3,235,506)
|
|
$ (6,068,384)
|
|
| Adjustments to reconcile net loss to net cash used in operations activities: |
|
|
|
|
| Non-cash financing cost under contingent liability |
278,200
|
|
|
|
| Non-cash financing cost under NFN |
|
|
57,647
|
|
| Non-cash interest expense |
|
|
92,787
|
|
| Interest income under acquisition note |
(17,599)
|
|
|
|
| Warrants issued for services |
84,230
|
|
62,850
|
|
| Stock issued for services |
7,800
|
|
77,110
|
|
| Stock issued for financing costs |
50,000
|
|
104,515
|
|
| Amortization of debt discount |
638,194
|
|
1,265,893
|
|
| Loss on extinguishment of convertible note |
111,730
|
|
361,500
|
|
| Warrants and returnable warrants issued for financing costs |
721,470
|
|
1,823,450
|
|
| Financing cost due to conversion price adjustments |
|
|
(64,033)
|
|
| Consulting fees incurred due to debt conversion price adjustments |
|
|
185,669
|
|
| Impairment of inventory |
4,803
|
|
416,701
|
|
| Bad debt |
2,054
|
|
|
|
| Change in operating assets and liabilities |
|
|
|
|
| Change in accounts receivable |
4,943
|
|
53,928
|
|
| Change in inventory |
(14,446)
|
|
(84,002)
|
|
| Change in other current assets |
(45,804)
|
|
42,070
|
|
| Change in accounts payable |
546,641
|
|
403,428
|
|
| Change in relate party payable |
153,300
|
|
64,876
|
|
| Net cash used in operating activities |
(709,990)
|
|
(1,203,995)
|
|
| CASH FLOWS FROM INVESTING ACTIVITIES: |
|
|
|
|
| Cash advanced to Future Hospitality Ventures Holdings Inc. before business combination |
(149,990)
|
|
|
|
| Acquisition costs secured by promissory notes |
(297,880)
|
|
|
|
| Net cash used by investing activities |
(447,870)
|
|
|
|
| CASH FLOWS FROM FINANCING ACTIVITIES: |
|
|
|
|
| Proceeds from issuance of units under Reg A |
|
|
229,729
|
|
| Proceeds from exercise of warrants |
|
|
276,066
|
|
| Proceeds from related party |
|
|
40,000
|
|
| Proceeds from the issuance of debt, net |
1,252,805
|
|
1,805,800
|
|
| Repayment to convertible notes |
|
|
(1,375,128)
|
|
| Net cash provided by financing activities |
1,252,805
|
|
976,467
|
|
| NET (DECREASE) IN CASH AND CASH EQUIVALENTS |
94,945
|
|
(227,528)
|
|
| Cash and cash equivalents, beginning of period |
53,349
|
[1] |
280,877
|
|
| Cash and cash equivalents, end of period |
148,294
|
|
53,349
|
[1] |
| Supplemental Disclosure of Cash Flow Information: |
|
|
|
|
| Interest |
|
|
39,452
|
|
| Income taxes |
|
|
|
|
| Summary of Non-Cash Investing and Financing Information: |
|
|
|
|
| Warrants and returnable warrants issued for financing cost |
721,470
|
|
|
|
| Stock issued for financing costs |
50,000
|
|
|
|
| Common stock issued for preferred stock conversions |
686
|
|
6,550
|
|
| Deemed dividend associated with preferred B stock and dilutive warrant adjustments |
69,181
|
|
1,136,946
|
|
| Debt and warrant discounts related to convertible notes |
171,711
|
|
864,713
|
|
| Preferred stock C issued per acquisition |
868,708
|
|
|
|
| Preferred stock D issued under convertible note amended |
113,955
|
|
|
|
| Principal increased under convertible note amended |
12,500
|
|
|
|
| Granted interest increased under convertible note amended |
1,875
|
|
|
|
| Acquisition cost under Promissory note acquired under business acquisition |
126,000
|
|
|
|
| Principal increased as financing cost |
|
|
57,647
|
|
| Common stock issued to settle principal |
|
|
16,088
|
|
| Common stock issued to settle interest payable |
31,250
|
|
33,907
|
|
| Common stock issued for transfer agent fee |
$ 1,750
|
|
|
|
|
|
| X |
- DefinitionAcquisition cost under Promissory note acquired under business acquisition.
| Name: |
ngtf_AcquisitionCostUnderPromissoryNoteAcquiredUnderBusinessAcquisition |
| Namespace Prefix: |
ngtf_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
credit |
| Period Type: |
duration |
|
| X |
- DefinitionRepresent the amount of common stock issued for transfer agent fee.
| Name: |
ngtf_CommonStockIssuedForTransferAgentFee |
| Namespace Prefix: |
ngtf_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
credit |
| Period Type: |
duration |
|
| X |
- DefinitionRepresent the amount of common stock issued to settle interest payable.
| Name: |
ngtf_CommonStockIssuedToSettleInterestPayable |
| Namespace Prefix: |
ngtf_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
credit |
| Period Type: |
duration |
|
| X |
- DefinitionRepresent the amount of common stock issued to settle principal.
| Name: |
ngtf_CommonStockIssuedToSettlePrincipal |
| Namespace Prefix: |
ngtf_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
credit |
| Period Type: |
duration |
|
| X |
- DefinitionConsulting fee due to conversion price adjustments.
| Name: |
ngtf_ConsultingFeeDueToConversionPriceAdjustments |
| Namespace Prefix: |
ngtf_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
debit |
| Period Type: |
duration |
|
| X |
- DefinitionAmount of deemed dividend associated with preferred B stock and dilutive warrant adjustments.
| Name: |
ngtf_DeemedDividendAssociatedWithPreferredBStockAndDilutiveWarrantAdjustments |
| Namespace Prefix: |
ngtf_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
debit |
| Period Type: |
duration |
|
| X |
- DefinitionFinancing cost due to conversion price adjustments.
| Name: |
ngtf_FinancingCostDueToConversionPriceAdjustments |
| Namespace Prefix: |
ngtf_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
credit |
| Period Type: |
duration |
|
| X |
- DefinitionGranted interest increased under convertible note amended.
| Name: |
ngtf_GrantedInterestIncreasedUnderConvertibleNoteAmended |
| Namespace Prefix: |
ngtf_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
credit |
| Period Type: |
duration |
|
| X |
- DefinitionRepresent the amount of non-cash financing cost under contingent liability.
| Name: |
ngtf_NoncashFinancingCostUnderContingentLiability |
| Namespace Prefix: |
ngtf_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
debit |
| Period Type: |
duration |
|
| X |
- DefinitionRepresent the amount of non-cash financing cost under NFN.
| Name: |
ngtf_NoncashFinancingCostUnderNFN |
| Namespace Prefix: |
ngtf_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
debit |
| Period Type: |
duration |
|
| X |
- DefinitionPreferred stock C issued per acquisition.
| Name: |
ngtf_PreferredStockCIssuedPerAcquisition |
| Namespace Prefix: |
ngtf_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
credit |
| Period Type: |
duration |
|
| X |
- DefinitionRepresent the amount of principal increased as financing cost.
| Name: |
ngtf_PrincipalIncreasedAsFinancingCost |
| Namespace Prefix: |
ngtf_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
credit |
| Period Type: |
duration |
|
| X |
- DefinitionPrincipal increased under convertible note amended.
| Name: |
ngtf_PrincipalIncreasedUnderConvertibleNoteAmended |
| Namespace Prefix: |
ngtf_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
credit |
| Period Type: |
duration |
|
| X |
- References
+ Details
| Name: |
ngtf_StockIssuedForFinancingCosts |
| Namespace Prefix: |
ngtf_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
debit |
| Period Type: |
duration |
|
| X |
- DefinitionRepresent the amount of warrants and returnable warrants issued for financing.
| Name: |
ngtf_WarrantsAndReturnableWarrantsIssuedForFinancing |
| Namespace Prefix: |
ngtf_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
debit |
| Period Type: |
duration |
|
| X |
- DefinitionThe amount of warrants and returnable warrants issued for financing cost.
| Name: |
ngtf_WarrantsAndReturnableWarrantsIssuedForFinancingCosts |
| Namespace Prefix: |
ngtf_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
debit |
| Period Type: |
duration |
|
| X |
- DefinitionAdjustment for noncash service expenses paid for by granting of warrants. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Section 45
-Paragraph 28
-Subparagraph (b)
-SubTopic 10
-Topic 230
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482740/230-10-45-28
| Name: |
us-gaap_AdjustmentOfWarrantsGrantedForServices |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
debit |
| Period Type: |
duration |
|
| X |
- References
+ Details
| Name: |
us-gaap_AdjustmentsToReconcileNetIncomeLossToCashProvidedByUsedInOperatingActivitiesAbstract |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:stringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionAmount of noncash expense included in interest expense to amortize debt discount and premium associated with the related debt instruments. Excludes amortization of financing costs. Alternate captions include noncash interest expense. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Section 45
-Paragraph 28
-Subparagraph (b)
-SubTopic 10
-Topic 230
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482740/230-10-45-28
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(8))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483621/220-10-S99-2
Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1F
-Subparagraph (b)(2)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1F
Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 835
-SubTopic 30
-Name Accounting Standards Codification
-Section 45
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482925/835-30-45-3
| Name: |
us-gaap_AmortizationOfDebtDiscountPremium |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
debit |
| Period Type: |
duration |
|
| X |
- DefinitionAmount of cash and cash equivalents, and cash and cash equivalents restricted to withdrawal or usage. Excludes amount for disposal group and discontinued operations. Cash includes, but is not limited to, currency on hand, demand deposits with banks or financial institutions, and other accounts with general characteristics of demand deposits. Cash equivalents include, but are not limited to, short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 230
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 8
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482913/230-10-50-8
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 230
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 24
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482740/230-10-45-24
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 230
-SubTopic 10
-Section 45
-Paragraph 4
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482740/230-10-45-4
| Name: |
us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
debit |
| Period Type: |
instant |
|
| X |
- DefinitionAmount of increase (decrease) in cash and cash equivalents, and cash and cash equivalents restricted to withdrawal or usage; excluding effect from exchange rate change. Cash includes, but is not limited to, currency on hand, demand deposits with banks or financial institutions, and other accounts with general characteristics of demand deposits. Cash equivalents include, but are not limited to, short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 230
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 24
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482740/230-10-45-24
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Section 45
-Paragraph 1
-SubTopic 230
-Topic 830
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477401/830-230-45-1
| Name: |
us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsPeriodIncreaseDecreaseExcludingExchangeRateEffect |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
debit |
| Period Type: |
duration |
|
| X |
- References
+ Details
| Name: |
us-gaap_CashFlowNoncashInvestingAndFinancingActivitiesDisclosureAbstract |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:stringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionThe value of the financial instrument issued [noncash or part noncash] in the conversion of stock. Noncash is defined as transactions during a period that do not result in cash receipts or cash payments in the period. "Part noncash" refers to that portion of the transaction not resulting in cash receipts or cash payments in the period. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 230
-SubTopic 10
-Section 50
-Paragraph 4
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482913/230-10-50-4
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 230
-SubTopic 10
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482913/230-10-50-3
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 230
-SubTopic 10
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482913/230-10-50-5
| Name: |
us-gaap_ConversionOfStockAmountIssued1 |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
credit |
| Period Type: |
duration |
|
| X |
- DefinitionThe value of the financial instrument(s) that the original debt is being converted into in a noncash (or part noncash) transaction. "Part noncash" refers to that portion of the transaction not resulting in cash receipts or cash payments in the period. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 230
-SubTopic 10
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482913/230-10-50-3
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 230
-SubTopic 10
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482913/230-10-50-5
| Name: |
us-gaap_DebtConversionConvertedInstrumentAmount1 |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
credit |
| Period Type: |
duration |
|
| X |
- DefinitionThe amount of debt issuance costs that were incurred during a noncash or partial noncash transaction. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 230
-SubTopic 10
-Section 50
-Paragraph 4
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482913/230-10-50-4
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 230
-SubTopic 10
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482913/230-10-50-3
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 230
-SubTopic 10
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482913/230-10-50-5
| Name: |
us-gaap_DebtIssuanceCostsIncurredDuringNoncashOrPartialNoncashTransaction |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
debit |
| Period Type: |
duration |
|
| X |
- DefinitionDifference between the fair value of payments made and the carrying amount of debt which is extinguished prior to maturity. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Section 45
-Paragraph 28
-Subparagraph (b)
-SubTopic 10
-Topic 230
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482740/230-10-45-28
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 470
-SubTopic 50
-Section 40
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481303/470-50-40-2
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 470
-SubTopic 50
-Section 40
-Paragraph 4
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481303/470-50-40-4
| Name: |
us-gaap_GainsLossesOnExtinguishmentOfDebt |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
credit |
| Period Type: |
duration |
|
| X |
- DefinitionThe increase (decrease) during the reporting period in the aggregate amount of liabilities incurred (and for which invoices have typically been received) and payable to vendors for goods and services received that are used in an entity's business. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Section 45
-Paragraph 28
-Subparagraph (a)
-SubTopic 10
-Topic 230
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482740/230-10-45-28
| Name: |
us-gaap_IncreaseDecreaseInAccountsPayable |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
debit |
| Period Type: |
duration |
|
| X |
- DefinitionThe increase (decrease) during the reporting period in amount due within one year (or one business cycle) from customers for the credit sale of goods and services. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Section 45
-Paragraph 28
-Subparagraph (a)
-SubTopic 10
-Topic 230
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482740/230-10-45-28
| Name: |
us-gaap_IncreaseDecreaseInAccountsReceivable |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
credit |
| Period Type: |
duration |
|
| X |
- DefinitionThe increase (decrease) during the reporting period in the aggregate value of all inventory held by the reporting entity, associated with underlying transactions that are classified as operating activities. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Section 45
-Paragraph 28
-Subparagraph (a)
-SubTopic 10
-Topic 230
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482740/230-10-45-28
| Name: |
us-gaap_IncreaseDecreaseInInventories |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
credit |
| Period Type: |
duration |
|
| X |
- References
+ Details
| Name: |
us-gaap_IncreaseDecreaseInOperatingCapitalAbstract |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:stringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionAmount of increase (decrease) in current assets classified as other. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 230
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 28
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482740/230-10-45-28
| Name: |
us-gaap_IncreaseDecreaseInOtherCurrentAssets |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
credit |
| Period Type: |
duration |
|
| X |
- DefinitionAmount of cash paid for interest, excluding capitalized interest, classified as operating activity. Includes, but is not limited to, payment to settle zero-coupon bond for accreted interest of debt discount and debt instrument with insignificant coupon interest rate in relation to effective interest rate of borrowing attributable to accreted interest of debt discount. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 230
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 17
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482740/230-10-45-17
Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 230
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 25
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482740/230-10-45-25
Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 230
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482913/230-10-50-2
| Name: |
us-gaap_InterestPaidNet |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
credit |
| Period Type: |
duration |
|
| X |
- DefinitionAmount of loss from reductions in inventory due to subsequent measurement adjustments, including, but not limited to, physical deterioration, obsolescence, or changes in price levels. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 330
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483080/330-10-50-2
| Name: |
us-gaap_InventoryWriteDown |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
debit |
| Period Type: |
duration |
|
| X |
- DefinitionAmount before accretion (amortization) of purchase discount (premium) of interest income on nonoperating securities. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-22
Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 48
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482785/280-10-55-48
Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(7)(b))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483621/220-10-S99-2
Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 270
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482964/270-10-50-1
Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (ee)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-32
| Name: |
us-gaap_InvestmentIncomeInterest |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
credit |
| Period Type: |
duration |
|
| X |
- DefinitionFair value of share-based compensation granted to nonemployees as payment for services rendered or acknowledged claims. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Section 45
-Paragraph 28
-Subparagraph (b)
-SubTopic 10
-Topic 230
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482740/230-10-45-28
| Name: |
us-gaap_IssuanceOfStockAndWarrantsForServicesOrClaims |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
debit |
| Period Type: |
duration |
|
| X |
- DefinitionAmount of cash inflow (outflow) from financing activities, including discontinued operations. Financing activity cash flows include obtaining resources from owners and providing them with a return on, and a return of, their investment; borrowing money and repaying amounts borrowed, or settling the obligation; and obtaining and paying for other resources obtained from creditors on long-term credit. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 230
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 24
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482740/230-10-45-24
| Name: |
us-gaap_NetCashProvidedByUsedInFinancingActivities |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
debit |
| Period Type: |
duration |
|
| X |
- References
+ Details
| Name: |
us-gaap_NetCashProvidedByUsedInFinancingActivitiesAbstract |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:stringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionAmount of cash inflow (outflow) from investing activities, including discontinued operations. Investing activity cash flows include making and collecting loans and acquiring and disposing of debt or equity instruments and property, plant, and equipment and other productive assets. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 230
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 24
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482740/230-10-45-24
| Name: |
us-gaap_NetCashProvidedByUsedInInvestingActivities |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
debit |
| Period Type: |
duration |
|
| X |
- References
+ Details
| Name: |
us-gaap_NetCashProvidedByUsedInInvestingActivitiesAbstract |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:stringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionAmount of cash inflow (outflow) from operating activities, including discontinued operations. Operating activity cash flows include transactions, adjustments, and changes in value not defined as investing or financing activities. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 230
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 28
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482740/230-10-45-28
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 230
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 24
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482740/230-10-45-24
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 230
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 25
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482740/230-10-45-25
| Name: |
us-gaap_NetCashProvidedByUsedInOperatingActivities |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- References
+ Details
| Name: |
us-gaap_NetCashProvidedByUsedInOperatingActivitiesAbstract |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:stringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionThe portion of profit or loss for the period, net of income taxes, which is attributable to the parent. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-6
Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-9
Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 805
-SubTopic 60
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147476176/805-60-65-1
Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 323
-Name Accounting Standards Codification
-Section 65
-Paragraph 2
-Subparagraph (g)(3)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478666/740-323-65-2
Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(20))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483621/220-10-S99-2
Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(g)(1)(ii))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1
Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 323
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481687/323-10-50-3
Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 825
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 28
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482907/825-10-50-28
Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482765/220-10-50-6
Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-3
Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)(2)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-1
Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480175/815-40-65-1
Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 8
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-8
Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 11
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-11
Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 11
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-11
Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-4
Reference 17: http://www.xbrl.org/2003/role/exampleRef
-Topic 946
-SubTopic 830
-Name Accounting Standards Codification
-Section 55
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479168/946-830-55-10
Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section 45
-Paragraph 7
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479105/946-220-45-7
Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(18))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477250/944-220-S99-1
Reference 20: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(9))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-1
Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.6-09(1)(d))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-3
Reference 22: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(i))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A
Reference 23: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(ii))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A
Reference 24: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iii)(A))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A
Reference 25: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iv))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A
Reference 26: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(5))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A
Reference 27: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(i))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B
Reference 28: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(A))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B
Reference 29: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(B))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B
Reference 30: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iv))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B
Reference 31: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(5))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B
Reference 32: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 60B
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482689/260-10-45-60B
Reference 33: http://www.xbrl.org/2003/role/disclosureRef
-Topic 205
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 7
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483499/205-20-50-7
Reference 34: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 230
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 28
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482740/230-10-45-28
Reference 35: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 1A
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482790/220-10-45-1A
Reference 36: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 1B
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482790/220-10-45-1B
Reference 37: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 942
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(22))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478524/942-220-S99-1
| Name: |
us-gaap_NetIncomeLoss |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
credit |
| Period Type: |
duration |
|
| X |
- DefinitionAmount of expense or loss included in net income that result in no cash flow, classified as other. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 230
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 28
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482740/230-10-45-28
| Name: |
us-gaap_OtherNoncashExpense |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
debit |
| Period Type: |
duration |
|
| X |
- DefinitionThe cash outflow associated with the acquisition of a business, net of the cash acquired from the purchase. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 230
-SubTopic 10
-Section 45
-Paragraph 13
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482740/230-10-45-13
| Name: |
us-gaap_PaymentsToAcquireBusinessesNetOfCashAcquired |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
credit |
| Period Type: |
duration |
|
| X |
- DefinitionThe cash outflow to acquire an agreement for an unconditional promise by the maker to pay the entity (holder) a definite sum of money at a future date. Such amount may include accrued interest receivable in accordance with the terms of the note. The note also may contain provisions including a discount or premium, payable on demand, secured, or unsecured, interest bearing or noninterest bearing, among myriad other features and characteristics. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 230
-SubTopic 10
-Section 45
-Paragraph 13
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482740/230-10-45-13
| Name: |
us-gaap_PaymentsToAcquireNotesReceivable |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
credit |
| Period Type: |
duration |
|
| X |
- DefinitionThe cash inflow from the additional capital contribution to the entity. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Section 45
-Paragraph 14
-Subparagraph (a)
-SubTopic 10
-Topic 230
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482740/230-10-45-14
| Name: |
us-gaap_ProceedsFromIssuanceOfCommonStock |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
debit |
| Period Type: |
duration |
|
| X |
- DefinitionThe cash inflow during the period from additional borrowings in aggregate debt. Includes proceeds from short-term and long-term debt. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 230
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 14
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482740/230-10-45-14
| Name: |
us-gaap_ProceedsFromIssuanceOfDebt |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
debit |
| Period Type: |
duration |
|
| X |
- DefinitionThe cash inflow associated with the amount received from holders exercising their stock warrants. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 230
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 14
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482740/230-10-45-14
| Name: |
us-gaap_ProceedsFromWarrantExercises |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
debit |
| Period Type: |
duration |
|
| X |
- DefinitionAmount of expense (reversal of expense) for expected credit loss on accounts receivable. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 326
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479319/326-20-50-13
Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(5))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483621/220-10-S99-2
| Name: |
us-gaap_ProvisionForDoubtfulAccounts |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
debit |
| Period Type: |
duration |
|
| X |
- DefinitionThe cash outflow from the repayment of a long-term debt instrument which can be exchanged for a specified amount of another security, typically the entity's common stock, at the option of the issuer or the holder. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 230
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 15
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482740/230-10-45-15
| Name: |
us-gaap_RepaymentsOfConvertibleDebt |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
credit |
| Period Type: |
duration |
|
| X |
- DefinitionThe fair value of stock issued in noncash financing activities. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 230
-SubTopic 10
-Section 50
-Paragraph 4
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482913/230-10-50-4
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 230
-SubTopic 10
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482913/230-10-50-3
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 230
-SubTopic 10
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482913/230-10-50-5
| Name: |
us-gaap_StockIssued1 |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
credit |
| Period Type: |
duration |
|
v3.24.4
Description of Business and Going Concern
|
12 Months Ended |
Jun. 30, 2024 |
|---|
| Description of Business and Going Concern [Abstract] |
|
| Description of Business and Going Concern |
1. Description of Business and Going Concern
Nightfood Holdings, Inc. is a Nevada corporation
incorporated on -October 16, 2013, to acquire all of the issued and outstanding shares of Nightfood, Inc., a New York corporation from
its sole shareholder, Sean Folkson. We are also the sole shareholder of MJ Munchies, Inc., currently revoked in the State of Nevada, which
owns certain intellectual property, but does not have any operations as of the period covered by these financial statements.
On February 2, 2024, the Company closed the acquisition
of Future Hospitality Ventures Holdings Inc. (“FHVH” or “Future Hospitality”), a Nevada corporation and a new
entrant in the Robots-as-a-Service (RaaS) space from Mr. Lei Sonny Wang, who concurrently became the Chief Executive Officer of Nightfood
and a member of the Company’s board of directors. Under the leadership of Mr. Wang, as of the time of this filing, Future Hospitality
has secured distribution agreements with Next Robot, Inc. (formally Botin Innovations, Inc.) and one other U.S.-based global manufacturer
which has not yet been named publicly and is in the process of negotiating and exploring additional supplier relationships.
Our corporate address is 520 White Plains Road – Suite 500, Tarrytown,
New York 10591 and our telephone number is 866-291-7778. We maintain web sites at www.nightfoodholdings.com, www.nightfood.com, www.RoboOp365.com,
along with several additional web properties. Any information that may appear on those web sites should not be deemed to be a part of
this report.
The Company’s fiscal year end is June 30.
Going Concern
| |
● |
The Company’s financial statements are prepared using generally accepted accounting principles, which contemplate the realization of assets and liquidation of liabilities in the normal course of business. No certainty of continuation can be stated. |
| | ● | The accompanying consolidated financial statements have been prepared
assuming the Company will continue as a going concern. For the fiscal year ended June 30, 2024, the Company had an operating and net loss
of $3,235,506, cash flow used in operations of $709,990 and an accumulated deficit of $38,626,400. |
| |
● |
The Company has limited available cash resources and we do not believe our cash on hand will be sufficient to fund our operations and growth throughout fiscal year 2025 or adequate to satisfy our immediate or ongoing working capital needs. We are currently in default with respect to the terms of several of our convertible notes payable. |
| | | The Company is continuing to seek to raise capital through the sales of its common stock, preferred stock and/or convertible notes, as well as potentially the exercise of outstanding warrants, to finance the Company’s operations, of which it can give no assurance of success. Management has devoted a significant amount of time to the raising of capital from additional debt and equity financing. However, the Company’s ability to continue as a going concern is dependent upon raising additional funds through debt and equity financing and generating revenue. Additionally, management is investing in the acquisition of additional revenue generating assets through the issuance of debt and/or equity to further assist the Company’s growth initiatives. As of June 30, 2024 we have advanced proceeds totaling $448,000 to potential targets, which are under negotiation for acquisition as soon as practicable subsequent to June 30, 2024. |
| |
● |
Because the Company has limited sales, no certainty of continuation can be stated. The Company’s ability to continue as a going concern is dependent upon raising additional funds through debt and equity financing and generating revenue. In addition, the Company will receive the proceeds from its outstanding warrants as, if and when such warrants are exercised for cash. There are no assurances the Company will receive the necessary funding or generate revenue necessary to fund operations. |
| |
● |
Even if the Company is successful in raising additional funds, the Company cannot give any assurance that it will, in the future, be able to achieve a level of profitability from the sale of the products and services of its subsidiaries to sustain operations. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments to reflect the possible future effects on recoverability and reclassification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty. |
|
| X |
- DefinitionThe entire disclosure for the nature of an entity's business, major products or services, principal markets including location, and the relative importance of its operations in each business and the basis for the determination, including but not limited to, assets, revenues, or earnings. For an entity that has not commenced principal operations, disclosures about the risks and uncertainties related to the activities in which the entity is currently engaged and an understanding of what those activities are being directed toward. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
-Topic 275
-Publisher FASB
-URI https://asc.fasb.org/275/tableOfContent
Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-SubTopic 10
-Topic 275
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482861/275-10-50-1
| Name: |
us-gaap_NatureOfOperations |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
dtr-types:textBlockItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- References
+ Details
| Name: |
us-gaap_OrganizationConsolidationAndPresentationOfFinancialStatementsAbstract |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:stringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
v3.24.4
Summary of Significant Accounting Policies
|
12 Months Ended |
Jun. 30, 2024 |
|---|
| Summary of Significant Accounting Policies [Abstract] |
|
| Summary of Significant Accounting Policies |
2. Summary of Significant Accounting Policies
Management is responsible for the fair presentation
of the Company’s financial statements, prepared in accordance with U.S. generally accepted accounting principles (GAAP).
Use of Estimates
| |
● |
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Estimates are used in the determination of depreciation and amortization, the valuation for non-cash issuances of common stock, and the website, income taxes and contingencies, valuing convertible preferred stock for a “beneficial conversion feature” (“BCF”) and warrants among others. |
Cash and Cash Equivalents
| | ● | The Company classifies as cash and cash equivalents amounts on deposit in the banks and cash temporarily in various instruments with original maturities of three months or less at the time of purchase. The Company places its cash and cash equivalents on deposit with financial institutions in the United States. The Federal Deposit Insurance Corporation (“FDIC”) covers $250,000 for substantially all depository accounts. The Company from time to time may have amounts on deposit in excess of the insured limits. |
Business Combinations
| |
● |
The Company accounts for business combinations using the purchase method of accounting. The purchase method requires the Company to determine the fair value of all acquired assets, including identifiable intangible assets and all assumed liabilities. The total cost of acquisitions is allocated to the underlying identifiable net assets, based on their respective estimated fair values. Determining the fair value of assets acquired and liabilities assumed requires management’s judgment and the utilization of independent valuation experts, and often involves the use of significant estimates and assumptions, including assumptions with respect to future cash inflows and outflows, discount rates and asset lives, among other items. |
Goodwill and Intangibles
| |
● |
Goodwill represents the excess of the purchase price over the fair market value of the net assets (including intangibles) acquired on February 2, 2024 respectively and includes the value of indefinite lived intangible assets resulting from noncontractual customer relationships. The Company has implemented the Business Combinations Topic of the Financial Accounting Standards Board Accounting Standards Codification (“ASC”) 350, Intangibles - Goodwill and Other. Goodwill is deemed to have an indefinite life. Goodwill and indefinite life intangible assets are not amortized but are subject to, at a minimum, annual impairment tests. The Company expenses costs to maintain or extend intangible assets as incurred. |
The Company reviews intangible assets for impairment
when events or changes in circumstances indicate the carrying amount may not be recoverable. We measure the recoverability of these assets
by comparing the carrying amounts to the future undiscounted cash flows that the assets are expected to generate. If the carrying value
of the assets are not recoverable, the impairment recognized is measured as the amount by which the carrying value of the asset exceeds
its fair value. There were no impairments for the periods presented.
The Company tests goodwill for impairment at least
annually, or more frequently if events or changes in circumstances indicate that the asset may be impaired. There were no goodwill impairments
for the periods presented.
Long-Lived Assets
| |
● |
The Company evaluates the recoverability of its long-lived assets for impairment, other than goodwill, whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to undiscounted future net cash flows expected to be generated by the assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Fair value estimates are based on assumptions concerning the amount and timing of estimated future cash flows. The Company had no long-lived asset impairments as of June 30, 2024 and June 30, 2023. |
Inventories
| | ● | Inventories consisting of packaged food items and supplies are stated at the lower of cost (FIFO) or net realizable value, including provisions for spoilage commensurate with known or estimated exposures which are recorded as a loss on write down of inventory during the period spoilage is incurred as a part of selling, general and administrative expenses. The Company has no minimum purchase commitments with its vendors. During the fiscal year ended June 30, 2024 and 2023 the Company wrote down inventory balances by $4,803 and $416,701, as a result of damage, loss, spoilage, and obsolescence. Expenses related to inventory impairments are included in Selling, General and Administrative expenses on the Company’s statements of profit and loss. |
Advertising Costs
| | ● | Advertising costs are expensed when incurred and are included in advertising and promotional expense in the accompanying statements of operations. Although not traditionally thought of by many as “advertising costs”, the Company includes expenses related to graphic design work, package design, website design, domain names, and product samples in the category of “advertising costs”. The Company recorded advertising costs of $56,664 and $144,859 for the fiscal years ended June 30, 2024 and 2023, respectively. |
Income Taxes
| |
● |
The Company has not generated any taxable income, and, therefore, no provision for income taxes has been provided. Deferred income taxes are reported for timing differences between items of income or expense reported in the financial statements and those reported for income tax purposes in accordance with FASB Topic 740, “Accounting for Income Taxes”, which requires the use of the asset/liability method of accounting for income taxes. Deferred income taxes and tax benefits are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and for tax loss and credit carry-forwards. 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 be recovered or settled. The Company provides for deferred taxes for the estimated future tax effects attributable to temporary differences and carry-forwards when realization is more likely than not. |
| |
● |
A valuation allowance has been recorded to fully offset the deferred tax asset even though the Company believes it is more likely than not that the assets will be utilized |
| |
● |
The Company’s effective tax rate differs from the statutory rates associated with taxing jurisdictions because of permanent and temporary timing differences as well as a valuation allowance. |
Revenue Recognition
The Company accounts for revenue in accordance
with Accounting Standards Updated ASU 2014-09 Revenue from Contracts with Customers and all subsequent amendments to the ASU (collectively,
“ASC 606”). The Company recognizes revenue in accordance with ASC 606, the core principle of which is that an entity should
recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which
the entity expects to be entitled to receive in exchange for those goods or services. To achieve this core principle, five basic criteria
must be met before revenue can be recognized: (1) identify the contract with a customer; (2) identify the performance obligations in the
contract; (3) determine the transaction price; (4) allocate the transaction price to performance obligations in the contract; and (5)
recognize revenue when or as the Company satisfies a performance obligation.
Through the fiscal years ended June 30, 2024,
and 2023, the Company generated revenues from sales generated in operating subsidiary Nightfood, Inc. and the sale of ice-cream and cookie
products to customers and distributors using (i) Nightfood.com on the Shopify eCommerce platform (Direct to Consumer); and (ii) third
party distributors. Sales focus in the most recent quarter ended June 30, 2024, has shifted entirely to direct-to-consumer as the Company
is focused on its newly developed cookie products. Wholesale ice-cream production and sales have been discontinued and might resume if
and when direct-to-consumer scale is achieved. The Subsidiary considers its performance obligations satisfied upon shipment of the purchased
products to the customer with respect to sales processed by third party fulfilment centers and retail locations, and delivery of the product
for sales made to distributors or direct to end user via eCommerce portals. The Subsidiary has made a policy election to treat shipping
and handling as costs to fulfill the contract, and as a result, any fees received from customers are included in the transaction price
allocated to the performance obligation of providing goods with a corresponding amount accrued within cost of sales for amounts paid to
applicable carriers. Due to the nature of Nightfood’s products, the company does not accept returns of its snacks. Refunds to consumers
are issued under certain circumstances, but product returns are not typically accepted. During the year ended June 30, 2024, the Company
did not earn any revenue associated with its operations in the Robots-as-a-Service (RaaS) space.
Disaggregated Revenues
The Company is currently earning revenues from
a single product line with sales of its cookie products through subsidiary Nightfood, Inc. and therefore has not presented disaggregated
revenues.
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentrations
of credit risk consist principally of cash deposits at financial institutions. At various times during the year, the Company may exceed
the federally insured limits. To mitigate this risk, the Company places its cash deposits only with high credit quality institutions.
Management believes the risk of loss is minimal. At June 30, 2024 and June 30, 2023, the Company did not have any uninsured cash deposits.
Deemed Dividend – Series B Preferred Stock Warrants:
Each share of the Company’s Series B Preferred
Stock, par value $0.001 per share (the “B Preferred” or “B Preferred Stock”) has a liquidation preference
of $1,000 and has no voting rights except as to matters pertaining to the rights and privileges of the B Preferred. Each share
of B Preferred is convertible at the option of the holder thereof into (i) 5,000 shares of the Registrant’s common stock (one
share for each $0.20 of liquidation preference) (the “Conversion Shares”) and (ii) 5,000 common stock purchase warrants, expiring
April 16, 2026 (the “Warrants”). The Warrants carried an initial exercise price of $0.30 per share. Subsequent financing events
and debt extinguishment resulted in adjustments to the exercise price of all warrants created from conversion of B Preferred from $0.30
per share to approximately $0.10416 per share through June 30, 2024. The exercise price of these warrants can continue to adjust
as the result of subsequent financing events and stock transactions. These adjustments can result in an exercise price that is either
higher, or lower, than the price as of June 30, 2024.
The value of the deemed dividend was approximately
$4.4 million as of June 30, 2022. During the year ended June 30, 2023 the Company recorded an additional deemed dividend of
approximately $1.1 million in relation to the B Preferred stock and downward price adjustments to certain warrants. During the fiscal
year ended June 30, 2024 the Company recorded a further deemed dividend of approximately $84,106 in relation to the B Preferred stock
and downward price adjustments to certain warrants.
Debt Issue Costs
| |
● |
The Company may pay debt issue costs in connection with raising funds through the issuance of debt whether convertible or not or with other consideration. These costs are recorded as debt discounts and are amortized over the life of the debt to the statement of operations. |
Equity Issuance Costs
| |
● |
The Company accounts for costs related to the issuance of equity as a charge to Paid in Capital and records the equity transaction net of issuance costs. |
Original Issue Discount
| |
● |
If debt is issued with an original issue discount, the original issue discount is recorded to debt discount, reducing the face amount of the note and is amortized over the life of the debt to the statement of operations as interest expense. If a conversion of the underlying debt occurs, a proportionate share of the unamortized amounts is immediately expensed. |
Stock Settled Debt
| |
● |
In certain instances, the Company will issue convertible notes which contain a provision in which the price of the conversion feature is priced at a fixed discount to the trading price of the Company’s common shares as traded in the over-the-counter market. In these instances, the Company records a liability, in addition to the principal amount of the convertible note, as stock-settled debt for the fixed value transferred to the convertible note holder from the fixed discount conversion feature. |
Stock-Based Compensation
| |
● |
The Company accounts for share-based awards issued to employees in accordance with FASB ASC 718. Accordingly, employee share-based payment compensation is measured at the grant date, based on the fair value of the award, and is recognized as an expense over the requisite service period. Additionally, share-based awards to non-employees are expensed over the period in which the related services are rendered at their fair value. The Company applies ASC 718, “Equity Based Payments to Non-Employees”, with respect to options and warrants issued to non-employees. |
Customer Concentration
| | ● | During fiscal 2024 our customers consist primarily of individual product purchases via our website or via third party reseller sites such as Tik Tok. In fiscal 2023 our customers consisted primarily of distributors that sell snack products to hotels and supermarkets. In the year ended June 30, 2023, we had one customer that accounted for 42% of our Gross Sales. One other customer accounted for 29% and two others each accounted for between 7% and 10%. In the fiscal year ended June 30, 2024, we had no customer which accounted for more than 10% of gross sales. |
Vendor Concentration
| | ● | During the year ended June 30, 2024, one vendor accounted for approximately 70% of our cost of goods sold. During the year ended June 30, 2023, three vendors accounted for approximately 72% of our costs of goods sold. |
Receivables Concentration
| ● | As of June 30, 2024, the Company had receivables due from nine customers. One accounted for 62% of the total balance, and three of the others each accounted for between 15% and 17% of the outstanding balance. As of June 30, 2023, the Company had receivables due from nine customers, one of whom accounted for over 56% of the outstanding balance. Three of the others each accounted for between 10% and 14% of the outstanding balance. |
Fair Value of Financial Instruments
| |
● |
Cash and Equivalents, Receivables, Other Current Assets, Short-Term Debt, Accounts Payable, Accrued and Other Current Liabilities. |
| |
● |
The carrying amounts of these items approximated fair value. |
| |
● |
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. To increase the comparability of fair value measures, Financial Accounting Standards Board ASC Topic 820-10-35 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurements). |
| Level 1 — |
Valuations based on quoted prices for identical assets and liabilities in active markets. |
| Level 2 — |
Valuations based on observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data. |
| Level 3 — |
Valuations based on unobservable inputs reflecting our own assumptions, consistent with reasonably available assumptions made by other market participants. These valuations require significant judgment. |
At June 30, 2024 and June 30, 2023, the Company had no outstanding
derivative liabilities.
Income/Loss Per Share
| |
● |
In accordance with ASC Topic 260 – Earnings Per Share, the basic loss per common share is computed by dividing net loss available to common stockholders by the weighted average number of common stock outstanding. Diluted loss per common share is computed similar to basic loss per common share except that the denominator is increased to include the number of additional shares of common stock that would have been outstanding if the potential common stock had been issued and if the additional shares of common stock were dilutive. Potential common stock consists of the incremental common stock issuable upon convertible notes, stock options and warrants, and classes of shares with conversion features. The computation of basic loss per share for the fiscal years ended June 30, 2024 and 2023 excludes potentially dilutive securities because their inclusion would be antidilutive. As a result, the computations of net loss per share for each period presented is the same for both basic and fully diluted losses per share. |
| Restatement of Previously Issued Financial Statements |
Our Consolidated Balance
Sheet as of June 30, 2023 and our Consolidated Statements of Operations, Consolidated Statements of Shareholders’ Equity (Deficit)
and our Consolidated Statements of Cash Flows for the fiscal year ended June 30, 2023 has been restated for errors made with regard to
inventory impairment, allowance for doubtful accounts, cash balances, accounts payable and accrued liabilities, interest expense with
respect to certain default provisions in promissory notes past maturity and certain other accounts including costs of goods sold, professional
fees and advertising and promotional expenses. Refer to Note 15 herein.
Reclassification
| |
● |
The Company may occasionally make certain reclassifications to prior period amounts to conform with
the current year’s presentation. Such reclassifications would not have a material effect on its consolidated statement of
financial position, results of operations or cash flows. |
Recent Accounting Pronouncements
| |
● |
In November 2023, the FASB issued Accounting Standards Update 2023-07, Segment Reporting—Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which requires incremental disclosures related to a public entity’s reportable segments. Required disclosures include, on an annual and interim basis, significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss, an amount for other segment items (which is the difference between segment revenue less segment expenses and less segment profit or loss) and a description of its composition, the title and position of the CODM, and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. The standard also permits disclosure of more than one measure of segment profit. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. We are evaluating the impact of adopting ASU 2023-07on our financial statements. |
| |
● |
In December 2023, the FASB issued Accounting Standards Update 2023-09, Improvements to Income Tax Disclosures (“ASU 2023-09”), which requires public entities on an annual basis to (1) disclose specific categories in the rate reconciliation and (2) provide additional information for reconciling items that meet a quantitative threshold (if the effect of those reconciling items is equal to or greater than 5 percent of the amount computed by multiplying pretax income or loss by the applicable statutory income tax rate). ASU 2023-09 is effective for fiscal years beginning after December 15, 2025. We are evaluating the impact of adopting ASU 2023-09 on our financial statements. |
| |
● |
In March 2024, the SEC adopted the final rule under SEC Release No. 33-11275, The Enhancement and Standardization of Climate Related Disclosures for Investors, which requires registrants to disclose climate-related information in registration statements and annual reports. The new rules would be effective for annual reporting periods beginning in fiscal year 2025. However, in April 2024, the SEC exercised its discretion to stay these rules pending the completion of judicial review of certain consolidated petitions with the United States Court of Appeals for the Eighth Circuit in connection with these rules. We are evaluating the impact the adoption of this rule, if any, on our financial statements. |
|
| X |
- References
+ Details
| Name: |
us-gaap_AccountingPoliciesAbstract |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:stringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionThe entire disclosure for all significant accounting policies of the reporting entity. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483426/235-10-50-1
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 235
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org/235/tableOfContent
| Name: |
us-gaap_SignificantAccountingPoliciesTextBlock |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
dtr-types:textBlockItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
v3.24.4
Business Combination
|
12 Months Ended |
Jun. 30, 2024 |
|---|
| Business Combination [Abstract] |
|
| Business Combination |
3. Business Combination
Acquisition of Future Hospitality Ventures Holdings Inc.
On January 22, 2024, the Company, Future Hospitality
Ventures Holdings Inc., a Nevada corporation, Sean Folkson as the holder of all issued and outstanding Series A Preferred Stock of NGTF
(the “NGTF Series A Shareholder”) and Lei Sonny Wang, the sole shareholder of FHVH (the “FHVH Shareholder”) entered
into a share exchange agreement (the “Exchange Agreement”) whereby NGTF agreed to acquire FHVH through a share exchange (the
“Exchange”) whereby FHVH became a wholly-owned subsidiary of NGTF.
Pursuant to the Exchange Agreement, the FHVH Shareholder
exchanged all 1,000 shares of common stock, $0.001 par value per share, of FHVH (the “FHVH Common Stock”) owned
by him to NGTF for: (i) all 1,000 issued and outstanding shares of NGTF’s Series Super Voting A Preferred Stock held by
the NGTF Series A Shareholder, and (ii) an aggregate of 13,333 newly issued shares of NGTF’s Series C Convertible Preferred
Stock, each of which shall convert into 6,000 shares of common stock at $0.025 per share (the “Series C Preferred
Stock”, and together with the Series A Super Voting Preferred Stock, the “NGTF Exchange Shares”). In addition, the conversion
terms of the Super Voting A Preferred Stock were concurrently amended by replacing Section 1 to alter the voting structure of the Series
A Preferred Stock. Pursuant to the Amended Series A Certificate of Designation, the shares of Series A Preferred Stock will have a number
of votes equal to (i) the number of votes then held or entitled to be made by all other equity securities of NGTF plus (ii) one (1).
The Exchange Agreement was subject to certain
closing conditions and contained customary representations, warranties and covenants. The consummation of the Exchange was conditioned
upon, among other things: Sean Folkson resigning as the Chief Executive Officer of NGTF, continuing to serve as the President of Nightfood,
Inc. through December 31, 2024, which may be extended, and continuing to serve as a director of NGTF through, at a minimum, the company’s
first twelve (12) months on the NASDAQ Capital Market should a successful uplisting occur; and the appointment of Lei Sonny Wang as a
director and Chief Executive Officer of NGTF. The parties at the time of the transaction were considered arm’s length and the exchange
agreement was valued at fair market value at the time of the transaction. The aforementioned agreements closed on February 2, 2024 (“Valuation
Date”).
The following is a summary of the estimated fair
values of acquisition costs at the date of issuance:
| Consideration Paid – Fair Value | |
| | |
| |
| Stock issued: | |
| | |
| |
| Number of Series C Preferred Stock: | |
| 13,333 | | |
| | |
| Fair value of Series A Preferred Stock | |
| | | |
$ | - | |
| Fair value of Series C Preferred Stock | |
| | | |
| 868,708 | |
| Total consideration | |
| | | |
$ | 868,708 | |
The fair value of the Series C Preferred shares issued was determined
as of the Valuation Date using the Market Approach to arrive at an indication of market value by using quoted market prices of the common
shares. The valuation utilized the Company stock price and the historical volatility of the Company. The Series C Preferred shares’
fair value is based on the conversion value adjusted for the restriction period (6 months) and lack of marketability using a Finnerty
Put analysis and was determined to be $0.0153 per share.
The following is a summary of the estimated fair values of the assets
acquired and liabilities assumed and additional information regarding the intangible assets acquired as of February 2, 2024:
| Tangible assets acquired: | |
| |
| Cash | |
$ | 111,863 | |
| Other current assets | |
| 126,000 | |
| Accounts payable | |
| (4,845 | ) |
| Other current liabilities | |
| (261,852 | ) |
| Total assets acquired and liability assumed | |
| (28,834 | ) |
| Indefinite-lived intangible assets (noncontractual customer relationships) | |
| 868,708 | |
| | |
| | |
| Total Net asset acquired | |
$ | 897,542 | |
As of June 30, 2024, no impairment of the Company’s goodwill
was required. The purchase accounting for the acquisition remains incomplete as management continues to gather and evaluate information
about circumstances that existed as of the acquisition date. Measurement period adjustments will be recognized prospectively. The measurement
period is not to exceed 12 months from the respective dates of acquisition.
|
| X |
- DefinitionThe entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable). Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 805
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479907/805-20-50-5
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 805
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org/805/tableOfContent
| Name: |
us-gaap_BusinessCombinationDisclosureTextBlock |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
dtr-types:textBlockItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- References
+ Details
| Name: |
us-gaap_BusinessCombinationsAbstract |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:stringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
v3.24.4
Accounts Receivable and Allowance for Credit Losses
|
12 Months Ended |
Jun. 30, 2024 |
|---|
| Accounts Receivable and Allowance for Credit Losses [Abstract] |
|
| Accounts Receivable and Allowance for Credit Losses |
4. Accounts Receivable and Allowance for Credit
Losses
Accounts receivable are recorded at the invoiced
amount and do not bear interest. The Company’s accounts receivable consists entirely of invoices issued with respect to the sale
of the Company’s snack goods. The Company applies the guidance of ASU 2016-13, Financial Instruments - Credit Losses: Measurement
of Credit Losses on Financial Instruments (Topic 326) (“CECL”). At each reporting period the Company gathers information about
its current bad debt reserve and write-off practices and loss methodology, in-scope assets, historical credit losses, and expected changes
to business practices under CECL. Accounts receivables are stated at estimated net realizable value from the sale of products to customers.
During fiscal 2024 a shift in product sales and customer type occurred when the Company changed its product focus from sales of ice cream
products to established customers to sales of snack cookies to individual customers online. Commercial customers comprising the Company’s
sales in fiscal 2023 typically were customers contracting with the Company on short-term projects with larger credit limits and overall,
larger project sizes, resulting in limited potential for write-offs of receivable balances. The Company’s sales in fiscal 2024 were
comprised predominantly of sales to individual customers who pay in advance for snack items.
The Company reviewed methods provided by the guidance
and determined to use the loss-rate method in the CECL analysis for trade receivables. This loss-rate method was selected as there is
reliable historical information available at each fiscal year end, and this historical information was determined to be representative
of the Company’s current customers and billing practices. Defaults of accounts receivable have remained immaterial in each of fiscal
2024 and 2023 and therefore the Company has not recorded an allowance for credit losses. The Company wrote off $2,054 and $4,061 as uncollectible
customer balances at June 30, 2024 and 2023, respectively.
|
| X |
- DefinitionThe entire disclosure for accounts receivable, contract receivable, receivable held-for-sale, and nontrade receivable. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 310
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org/310/tableOfContent
Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 326
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org/326/tableOfContent
| Name: |
us-gaap_AccountsAndNontradeReceivableTextBlock |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
dtr-types:textBlockItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- References
+ Details
| Name: |
us-gaap_ReceivablesAbstract |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:stringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
v3.24.4
Inventories
|
12 Months Ended |
Jun. 30, 2024 |
|---|
| Inventories [Abstract] |
|
| Inventories |
5. Inventories
| | ● | Inventory consists of the following at June 30, 2024 and June 30, 2023: |
| | |
June 30,
2024 | | |
June 30,
2023 | |
| Inventory: Finished Goods | |
$ | 800 | | |
$ | - | |
| Inventory: Ingredients | |
| 11,199 | | |
| - | |
| Inventory: Packaging | |
| 13,809 | | |
| - | |
| Total Inventory | |
$ | 25,808 | | |
$ | - | |
Inventories are stated at the lower of cost or
net realizable value. The Company periodically reviews the value of items in inventory and provides write-downs or write-offs of inventory
based on its assessment of market conditions and the products’ relative shelf life. Write-downs and write-offs are charged to loss
on inventory write down. During the fiscal years ended June 30, 2024 and 2023 the Company wrote down inventory balances totaling $4,803
and $416,701, respectively, as a result of inventory damage, obsolescence and spoilage. Inventory was fully impaired as of June 30,
2023.
|
| X |
- DefinitionThe entire disclosure for inventory. Includes, but is not limited to, the basis of stating inventory, the method of determining inventory cost, the classes of inventory, and the nature of the cost elements included in inventory. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 330
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org/330/tableOfContent
| Name: |
us-gaap_InventoryDisclosureTextBlock |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
dtr-types:textBlockItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- References
+ Details
| Name: |
us-gaap_InventoryNetAbstract |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:stringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
v3.24.4
Other Current Assets
|
12 Months Ended |
Jun. 30, 2024 |
|---|
| Other Current Assets [Abstract] |
|
| Other current assets |
6. Other current assets
Other current assets consist of the following at June 30, 2024 and
June 30, 2023.
| | |
June 30,
2024 | | |
June 30,
2023 | |
| Other Current Assets | |
| | |
| |
| Prepaid interest expenses | |
$ | 1,206 | | |
$ | - | |
| Prepaid Professional fees | |
| 72,500 | | |
| - | |
| Other prepaid expenses | |
| 4,059 | | |
| - | |
| Deposits with vendors | |
| 29,396 | | |
| 92,726 | |
| TOTAL | |
$ | 107,161 | | |
$ | 92,726 | |
|
| X |
- DefinitionThe entire disclosure for other current assets.
| Name: |
us-gaap_OtherCurrentAssetsTextBlock |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
dtr-types:textBlockItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- References
+ Details
| Name: |
us-gaap_PrepaidExpenseAndOtherAssetsCurrentAbstract |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:stringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
v3.24.4
Acquisition Costs Secured by Promissory Note
|
12 Months Ended |
Jun. 30, 2024 |
|---|
| Acquisition Costs Secured by Promissory Note [Abstract] |
|
| Acquisition Costs Secured by Promissory Note |
7. Acquisition Costs Secured with Line
of Credit Agreements
During the fiscal year ended June 30, 2024 the
Company’s subsidiary FHVH (the “Lender”) provided operating advances under the terms of certain Line of Credit Agreements
(“LOC”) to acquisition targets as follows:
| Funds provided to acquisition target 1 under LOC (“LOC 1”) | |
$ | 351,380 | |
| Funds provided to acquisition target 2 under LOC (“LOC 2”) | |
| 72,500 | |
| Interest receivable under LOC agreements | |
| 17,599 | |
| Total | |
$ | 441,479 | |
LOC 1
LOC 1 provides that acquisition target 1 may draw
down advances of up to $750,000 (the “Credit Limit”) at any time, provided that the aggregate outstanding principal does not
exceed the Credit Limit. Each draw request must be made inwriting and is subject to approval by the Lender. Simple interest of 16%, calculated
on a 360-day year of twelve 30-day months, accrued and is payable annually on the anniversary date of the initial draw, December 13, 2023.
LOC 1 matures on December 14, 2027, at which time all principal and accrued interest are due and payable.
As of June 30, 2024, $14,565 was accrued as interest
payable in respect of LOC 1.
LOC 2
LOC 2 provides that acquisition target 2 may draw
down advances of up to $300,000 (the “Second Credit Limit”) at any time, provided that the aggregate outstanding principal
does not exceed the Second Credit Limit. Each draw request must be made inwriting and is subject to approval by the Lender. Simple interest
of 16%, calculated on a 360-day year of twelve 30-day months, accrued and is payable annually on the anniversary date of the initial draw,
April 1, 2024. LOC 2 matures on December 31, 2026, at which time all principal and accrued interest are due and payable.
As of June 30, 2024, $3,034 was accrued as interest
payable in respect of LOC 2.
|
| X |
- References
+ Details
| Name: |
ngtf_AcquisitionCostsSecuredByPromissoryNoteAbstract |
| Namespace Prefix: |
ngtf_ |
| Data Type: |
xbrli:stringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- References
+ Details
| Name: |
ngtf_AcquisitionCostsSecuredByPromissoryNoteTextBlock |
| Namespace Prefix: |
ngtf_ |
| Data Type: |
dtr:textBlockItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
v3.24.4
Accounts Payable and Accrued Liabilities
|
12 Months Ended |
Jun. 30, 2024 |
|---|
| Accounts Payable and Accrued Liabilities [Abstract] |
|
| Accounts Payable and Accrued liabilities |
8. Accounts Payable and Accrued liabilities
Accounts payable and accrued liabilities consist of the following at
June 30, 2024 and June 30, 2023:
| | |
June 30,
2024 | | |
June 30,
2023 | |
| Interest Payable | |
$ | 434,535 | | |
$ | 40,779 | |
| Accounts payable | |
| 624,716 | | |
| 553,651 | |
| TOTAL | |
$ | 1,059,251 | | |
$ | 594,430 | |
|
| X |
- References
+ Details
| Name: |
us-gaap_AccountsPayableAndAccruedLiabilitiesCurrentAbstract |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:stringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionThe entire disclosure for accounts payable and accrued liabilities at the end of the reporting period. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(20))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(24))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 720
-SubTopic 30
-Name Accounting Standards Codification
-Section 45
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483384/720-30-45-1
Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(19)(a))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
| Name: |
us-gaap_AccountsPayableAndAccruedLiabilitiesDisclosureTextBlock |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
dtr-types:textBlockItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
v3.24.4
Debt
|
12 Months Ended |
Jun. 30, 2024 |
|---|
| Debt [Abstract] |
|
| Debt |
9. Debt
| |
● |
Convertible Notes Payable |
Convertible Notes Issued on December 10, 2021
On December 10, 2021, the Company entered into
a securities purchase agreement (the “Securities Purchase Agreement”) with certain accredited and institutional investors
(the “Purchasers”) for the purchase and sale of an aggregate of: (i) $1,086,956.52 in principal amount of Original Issue
Discount Senior Secured Convertible Notes (the “Notes”) for $1,000,000 (representing a 8% original issue discount)
(“Purchase Price”) and (ii) warrants to purchase up to 4,000,000 shares of the Company’s common stock (the
“Warrants”) in a private placement (the “Offering”). Each Note featured an 8% original issue discount, resulting
in net proceeds to the Company of $500,000 for each of the two Notes. The Notes had a maturity of December 10, 2022, an interest
rate of 8% per annum, and were initially convertible at a fixed price of $0.25 per share, with provisions for conversions at
a fixed price of $0.20 per share should the closing trading price of our common stock be below $0.20 per share after June 10,
2022. The conversion price is also subject to further price adjustments in the event of (i) stock splits and dividends, (ii) subsequent
rights offerings, (iii) pro-rata distributions, and (iv) certain fundamental transactions, including but not limited to the sale of the
Company, business combinations, and reorganizations (v) in the event that the Company issues or sells any additional shares of Common
Stock or Common Stock Equivalents at a price per share less than the Exercise Price then in effect or without consideration then the Exercise
Price upon each such issuance shall be reduced to the Dilutive Issuance Price. These Notes, for as long as they are outstanding, are secured
by all assets of the Company and its subsidiaries, senior secured guarantees of the subsidiaries of the Company, and pledges of the common
stock of all the subsidiaries of the Company. The Notes have provisions allowing for repayment at any time at 115% of the outstanding
principal and interest within the first three months, and 120% of the outstanding principal and interest at any time thereafter. The Warrants were initially exercisable at $0.25 per
share and, are subject to cashless exercise after six months if the shares underlying the Warrants are not subject to an effective resale
registration statement. The Warrants are also subject to customary adjustments, including price protections.
In connection with Securities Purchase Agreement,
the Company issued to the Placement Agent (as defined below), an aggregate of 878,260 Common Stock purchase warrants (“PA
Warrants”). The PA Warrants are substantially similar to the Warrants. The fair value of the PA Warrants at issuance was estimated
to be $170,210 based on a risk-free interest rate of 1.25%, an expected term of 5 years, an expected volatility of 142.53%
and a 0% dividend yield.
Spencer Clarke Holdings LLC (“Placement
Agent”) acted as the placement agent, in connection with the sale of the securities pursuant to the Securities Purchase Agreement.
Pursuant to an engagement agreement entered into by and between the Company and the Placement Agent, the Company agreed to pay the Placement
Agent a cash commission of $100,000. Pursuant to the discussion above, the Company also issued an aggregate of 878,260 PA Warrants
to the Placement Agent.
The gross proceeds received from the Offering
were approximately $1,000,000. The cash Placement Agent fees of $100,000 was paid separately. Also, the Company reimbursed the lead
Purchaser $15,192 for legal fees, which was deducted from the required subscription amount to be paid.
On or around September 23, 2022, as a result of
certain new financing agreements entered into by the Company, as consideration to the Holders, the Company issued to each Holder a common
stock purchase warrant for the purchase of 5,434,783 shares of the Company’s common stock (as amended from time to time,
the “Returnable Warrants”, further the Placement Agent received 1,086,957 (Reference below, Mast Hill Loan - Promissory
Notes Issued on September 23, 2022). The warrants are subject to customary adjustments (including price-based anti-dilution adjustments)
and may be exercised on a cashless basis.
The Company was required to pay to the Purchasers
on December 10, 2022, as extended to December 29, 2022 (as so extended, the “Maturity Date”) all remaining principal and accrued
and unpaid interest on the Maturity Date (the “Owed Amount”) and the failure to so pay the Owed Amount on the Maturity Date
is an event of default. The Owed Amount was not paid by the Company in accordance with the terms of the Notes. Subsequent to December
31, 2022 the Company entered into a forbearance agreement with the Purchasers as set out below.
Forbearance and Exchange Agreement
On February 4, 2023, the Company entered into a Forbearance and Exchange
Agreement (the “Forbearance Agreement”) with the Purchasers from the Securities Purchase Agreement dated December 10,
2021.
Pursuant to the Forbearance Agreement as amended, among other things:
| | ● | The Company shall pay to each Purchaser in cash the sum of $482,250.00 for the full and complete satisfaction of the Notes, which includes all due and owing principal, interest and penalties notwithstanding anything to the contrary in the Notes, as follows: (i) $250,000.00 on or before February 7, 2023; (ii) $50,000.00 on or before February 28, 2023; (iii) $50,000.00 on or before March 31, 2023; (iv) $50,000.00 on or before April 30, 2023; and (v) $82,250.00 on or before May 31, 2023. |
| |
● |
The Purchasers shall not convert the Notes so long as an event of default pursuant to the Forbearance Agreement has not occurred. |
| | ● | The Company purchased and retired the Returnable Warrants from the Purchasers, in exchange for the Company issuing to each of the Holders 1,900,000 restricted redeemable shares of the Company’s common stock (the “Exchange Shares”). |
| | ● | The Purchasers agreed not to transfer the Exchange Shares prior to September 24, 2023, subject to certain exceptions, including that the Company shall have the right to redeem all or any portion of the Exchange Shares from each Purchaser by paying an amount in cash to such Purchaser equal to $0.1109 per share being redeemed. The Purchaser’s sale of the Exchange Shares on or after September 24, 2023, is subject to a leak-out until all of the Exchange Shares are sold. In addition, the Purchaser’s sale of any common stock of the Company owned by them other than the Exchange Shares, shall also be subject to a leak-out during the period ending on the six-month anniversary of the date of the Forbearance Agreement. |
| |
● |
Each Purchaser agrees to forbear from exercising its rights against the Company under its respective Note until and unless the occurrence of any of the following events: (a) the failure of the Company to make a scheduled payment pursuant to the Forbearance Agreement, subject to a five day right to cure; (b) the failure of the Company to observe, or timely comply with, or perform any other covenant or term contained in the Forbearance Agreement, subject to a ten day right to cure; (c) the Company or any subsidiary of the Company commences bankruptcy and/or any insolvency proceedings; or (d) the delivery of any notice of default by Mast Hill Fund, L.P. (“Mast Hill”) to the Company with respect to indebtedness owed to Mast Hill by the Company. |
The Company evaluated all of the associated financial
instruments in accordance with ASC 815 Derivatives and Hedging. Based on this evaluation, the Company has determined that no provisions
required derivative accounting.
In accordance with ASC 470- Debt, the Company
first allocated the cash proceeds to the loan and the warrants on a relative fair value basis, secondly, the proceeds were allocated to
the beneficial conversion feature.
Below is a reconciliation of the convertible notes
payable as presented on the Company’s balance sheet as of June 30, 2023:
| | |
Principal
($) | | |
Stock-settled
Debt
($) | | |
Debt
Discount
($) | | |
Net Value
($) | |
| Balance at June 30, 2021 | |
| - | | |
| - | | |
| - | | |
| - | |
| Convertible notes payable issued during fiscal year ended June 30, 2022 | |
| 1,086,957 | | |
| | | |
| | | |
| 1,086,957 | |
| Debt discount associated with new convertible notes | |
| | | |
| | | |
| (1,018,229 | ) | |
| (1,018,229 | ) |
| Conversion price adjusted from $0.25 to $0.20 | |
| | | |
| 217,391 | | |
| (217,391 | ) | |
| - | |
| Amortization of debt discount | |
| | | |
| | | |
| 275,423 | | |
| 275,423 | |
| Balance at June 30, 2022 | |
| 1,086,957 | | |
| 217,391 | | |
| (960,197 | ) | |
| 344,151 | |
| Cash repayment | |
| (362,319 | ) | |
| | | |
| | | |
| (362,319 | ) |
| Gain on extinguish of portion of principal | |
| | | |
| (72,464 | ) | |
| | | |
| (72,464 | ) |
| Amortization of debt discount | |
| | | |
| | | |
| 960,197 | | |
| 960,197 | |
| Penalty | |
| 181,159 | | |
| | | |
| | | |
| 181,159 | |
| Conversion price change | |
| | | |
| 1,843,475 | | |
| | | |
| 1,843,475 | |
| Under forbearance Agreement: | |
| 58,703 | | |
| (1,988,402 | ) | |
| | | |
| (1,929,699 | ) |
| Cash repayment | |
| (964,500 | ) | |
| | | |
| | | |
| (964,500 | ) |
| Balance at June 30, 2023 | |
| - | | |
| - | | |
| - | | |
| - | |
Below is a reconciliation of the extinguishment of debt relative to
the exchange of Returnable Warrants for shares of common stock by the holders:
| 3,800,000 shares of common stock issued and exchanged for 10,869,566 returnable warrants | |
$ | 342,000 | |
| Loss on conversion price change in December 31, 2022 | |
| 1,051,801 | |
| Stock settled debt | |
| (1,988,402 | ) |
| Financing charges due to returnable warrants issued | |
| 987,060 | |
| Principal increased due to penalty | |
| 58,703 | |
| Loss on extinguishment | |
$ | 392,459 | |
Interest expenses associated with above convertible note are as
follows:
| | |
For twelve months Ended
June 30, | |
| | |
2024 | | |
2023 | |
| Amortization | |
$ | | | |
$ | 960,197 | |
| Interest on the convertible notes | |
| | | |
| 93,324 | |
| Total | |
$ | | | |
$ | 1,053,521 | |
During the fiscal years ended June 30, 2023 and
2022, the Company paid $39,452 and $43,478 to interest. As of June 30, 2024 and June 30, 2023, the interest payable was $0. Mast Hill Promissory Notes (MH Notes)
| |
(a) |
Promissory Notes Issued on September 23, 2022 |
On September 23, 2022, the Company entered
into a Securities Purchase Agreement and issued and sold to Mast Hill, a Promissory Note in the principal sum of $700,000.00, which amount
is the $644,000 actual amount of the purchase price plus an original issue discount in the amount of $56,000. In connection with
the issuance of the Promissory Note, the Company issued to the investor warrants to purchase 2,800,000 shares of common stock
at an exercise price of $0.225, as well as returnable warrants, which may only be exercised in the event that the Company were to default
on certain debt obligations, to purchase 7,000,000 shares of common stock at an exercise price of $0.30, in each case subject
to adjustment. The Promissory Note may be converted into Company common stock in the event of an event of default under the Promissory
Note by the Company.
As a result of the transaction, the Purchasers
triggered their “most favored nation” clause which resulted in the Company entering into an MFN Amendment Agreement (the “MFN
Agreement”) with the Purchasers (ref: Convertible Notes Issued on December 10, 2021 above) pursuant to which the Purchasers exercised
their options under the most-favored nation terms contained in their existing transaction documents with the Company. Pursuant to the
MFN Agreement, among other things, (a) the Company issued to each of the Purchasers 5,434,783 5-year Returnable Warrants which
may only be exercised in the event that the Company were to default on certain debt obligations at an initial Exercise Price per share
of $0.30, (b) the events of default set forth in the Notes were amended to include certain of the Events of Default reflected in the Promissory
Note, (c) the conversion price of the Notes was amended so that upon an event of default, the conversion price equaled $0.10, subject
to adjustment, (d) the Purchasers are entitled to deduct $1,750 from conversions to cover associated fees, and $750 shall be
added to each prepayment to reimburse the Purchasers for administrative fees and (e) the definition of Exempt Issuance in the note was
modified to remove certain clauses of the definition.
The Company paid to J.H. Darbie & Co., Inc.
$32,200 in fees pursuant to the Company’s existing agreement with J.H. Darbie & Co., Inc., in relation to the transactions
contemplated by the Purchase Agreement plus warrants to purchase 119,260 shares of common stock at $0.27, subject to adjustment.
The Company paid to Spencer Clarke LLC cash fees of $35,000 plus 500,000 shares of common stock.
The proceeds received by the Company from the
Offering, net of the original issue discount, fees and costs including legal fees of $7,000 and commission fees of $32,200 were
$604,800.
On May 2, 2023, a debtholder converted $49,995 into 1,500,000 shares
of common stock, of which $16,088 was principal and $33,907 was interest payable.
| |
(b) |
Promissory Notes Issued on February 5, 2023 |
On February 5, 2023, the Company entered into
a Securities Purchase Agreement and issued and sold to Mast Hill, a Promissory Note in the principal amount of $619,000.00 (actual
amount of purchase price of $526,150.00 plus an original issue discount in the amount of $92,850.00). In connection with the issuance
of the Promissory Note, the Company issued to the investor warrants to purchase 6,900,000 shares of common stock at an exercise
price of $0.10, as well as returnable warrants, which may only be exercised in the event that the Company were to default on certain debt
obligations, to purchase 7,000,000 shares of common stock at an exercise price of $0.30, in each case subject to adjustment.
The Promissory Note may be converted into Company common stock in the event of an event of default under the Promissory Note by the Company.
The Company granted piggy-back registration rights to Mast Hill.
The Company paid to J.H. Darbie & Co., Inc.
$10,000 in fees pursuant to the Company’s existing agreement with J.H. Darbie & Co., Inc., in relation to the transactions
contemplated by the Purchase Agreement plus warrants to purchase 219,230 shares of common stock at $0.12, subject to adjustment.
The Company paid to Spencer Clarke LLC cash fees of $52,615 plus warrants to purchase 619,000 shares of common stock at
$0.10, warrants to purchase 690,000 shares of common stock at $0.10, and warrants to purchase 700,000 shares of common
stock at $0.30, in each case subject to adjustment.
| |
(c) |
Promissory Notes Issued on February 28, 2023 |
On February 28, 2023, the Company entered into
a Securities Purchase Agreement and issued and sold to Mast Hill, a Promissory Note in the principal amount of $169,941 (actual amount
of purchase price of $136,800 plus an original issue discount in the amount of $24,141). In connection with the issuance of the Promissory
Note, the Company issued to the investor warrants to purchase 1,790,000 shares of common stock at an exercise price of $0.10,
as well as returnable warrants, which may only be exercised in the event that the Company were to default on certain debt obligations,
to purchase 1,820,000 shares of common stock at an exercise price of $0.10, in each case subject to adjustment. The Promissory
Note may be converted into Company common stock in the event of an event of default under the Promissory Note by the Company. The Company
granted piggy-back registration rights to Mast Hill. The Company paid to J.H. Darbie & Co., Inc.
$6,840.00 in fees pursuant to the Company’s existing agreement with J.H. Darbie & Co., Inc., in relation to the transactions
contemplated by the Purchase Agreement plus warrants to purchase 57,000 shares of common stock at $0.12, subject to adjustment.
The Company paid to Spencer Clarke LLC warrants to purchase 200,000 shares of common stock at $0.08, warrants to purchase 179,000 shares
of common stock at $0.10, and returnable warrants to purchase 182,000 shares of common stock at $0.30, in each case subject
to adjustment.
On June 20, 2024, a debtholder converted a total
of $33,000, in which $31,250 of interest payable and $1,750 of transfer agent fee, in exchange for 1,000,000 shares
of common stock.
Below is a reconciliation of the (gain) loss on
extinguishment of interest payable relative to
| Fair market value of 1,000,000 common stock | |
$ | 16,400 | |
| | |
| | |
| Interest payable | |
| (31,250 | ) |
| Transfer agent fee | |
| (1,750 | ) |
| | |
| (33,000 | ) |
| | |
| | |
| Gain on extinguishment | |
$ | (16,600 | ) |
| |
(d) |
Promissory Notes Issued on March 24, 2023 |
On March 24, 2023, the Company entered into a
Securities Purchase Agreement and issued and sold to Mast Hill, a Promissory Note in the principal amount of $169,941 (actual amount
of purchase price of $136,800 plus an original issue discount in the amount of $24,141). In connection with the issuance of the Promissory
Note, the Company issued to the investor warrants to purchase 1,790,000 shares of common stock at an exercise price of $0.10,
as well as returnable warrants, which may only be exercised in the event that the Company were to default on certain debt obligations,
to purchase 1,820,000 shares of common stock at an exercise price of $0.10, in each case subject to adjustment. The Promissory
Note may be converted into Company common stock in the event of an event of default under the Promissory Note by the Company. The Company
granted piggy-back registration rights to Mast Hill.
The Company paid to J.H. Darbie & Co., Inc.
$6,840.00 in fees pursuant to the Company’s existing agreement with J.H. Darbie & Co., Inc., in relation to the transactions
contemplated by the Purchase Agreement plus warrants to purchase 57,000 shares of common stock at $0.12, subject to adjustment.
The Company paid to Spencer Clarke LLC a cash fee of $13,680 plus warrants to purchase 200,000 shares of common stock at
$0.08, warrants to purchase 179,000 shares of common stock at $0.10, and warrants to purchase 182,000 shares of common
stock at $.30, in each case subject to adjustment. Such 182,000 warrants, without any further action by either party thereto,
may be cancelled and extinguished in its entirety if the MH Note is fully repaid and satisfied on or prior to the Maturity Date, subject
further to the terms and conditions of the MH Note.
| |
(e) |
Promissory Notes Issued on April 17, 2023 |
On April 17, 2023, the Company entered into a
Securities Purchase Agreement and issued and sold to Mast Hill, a Promissory Note in the principal amount of $169,941 (actual amount
of purchase price of $136,800 plus an original issue discount in the amount of $24,141). In connection with the issuance of the Promissory
Note, the Company issued to the investor warrants to purchase 1,790,000 shares of common stock at an exercise price of $0.10,
as well as returnable warrants, which may only be exercised in the event that the Company were to default on certain debt obligations,
to purchase 1,820,000 shares of common stock at an exercise price of $0.10, in each case subject to adjustment. The Promissory
Note may be converted into Company common stock in the event of an event of default under the Promissory Note by the Company. The Company
granted piggy-back registration rights to Mast Hill.
The Company paid to J.H. Darbie & Co., Inc.
$6,840 in fees pursuant to the Company’s existing agreement with J.H. Darbie & Co., Inc., in relation to the transactions
contemplated by the Purchase Agreement plus warrants to purchase 57,000 shares of common stock at $.12, subject to adjustment.
The Company paid to Spencer Clarke LLC a cash fee of $13,680 plus warrants to purchase 200,000 shares of common stock at
$.08, warrants to 179,000 shares of common stock at $.10, and returnable warrants to 182,000 shares of common
stock at $.10, in each case subject to adjustment.
| |
(f) |
Promissory Notes Issued on June 1, 2023 |
On June 1, 2023 the Company entered into a Securities
Purchase Agreement and issued and sold to Mast Hill, a Promissory Note in the principal amount of $200,000 (actual amount of purchase
price of $170,000 plus an original issue discount in the amount of $30,000). Also pursuant to the Purchase Agreement, in connection
with the issuance of the Note: (a) Sean Folkson, the Company’s Chairman of the Board and Chief Executive Officer, pursuant
to a Pledge Agreement dated the Effective Date (the “Pledge Agreement”), pledged to Mast Hill, and granted to Mast Hill a
security interest in, all common stock and common stock equivalents of the Company owned by Mr. Folkson; (b) the Company, Nightfood Inc.
and MJ Munchies, Inc., each wholly-owned subsidiaries of the Company (collectively, the “Subsidiaries” and with the Company,
the “Debtors”) entered into a Security Agreement dated the Effective Date (the “Security Agreement”), pursuant
to which each of the Debtors granted Mast Hill a perfected security interest in all of their property to secure the prompt payments, performance
and discharge in full of all of the Debtors’ obligations under the Note and the other transaction documents entered into in connection
with the Purchase Agreement and the Note (the “Transaction Documents”); (c) The Subsidiaries entered into a Subsidiary Guarantee
dated the Effective Date (the “Guarantee”), pursuant to which the Subsidiaries unconditionally and irrevocably guaranteed
to Mast Hill the prompt and complete payment and performance by the Company and the Subsidiaries when due, of the obligations under the
Transaction Documents.
The Company paid to (a) J.H. Darbie & Co.,
Inc. 298,875 warrants at an exercise price of $0.05688 per share pursuant to the Company’s existing agreement with
J.H. Darbie & Co., Inc., in relation to the transactions contemplated by the Purchase Agreement. The Company paid to (b) Spencer Clarke
LLC 1,111,110 warrants at an exercise price of $.033, in each case subject to adjustment.
| |
(g) |
Promissory Notes Issued on October 6, 2023 |
On October 6, 2023 the Company entered into a
Securities Purchase Agreement and issued and sold to Mast Hill, a Secured Promissory Note (the “Note”) in the principal amount
of $62,000 (actual amount of purchase price of $52,700 plus an original issue discount in the amount of $9,300). The maturity
date of the Note is 12 months from the issue date and are the date upon which the principal amount, the OID, as well as any accrued
and unpaid interest and other fees, shall be due and payable. Mast Hill has the right, at any time on or following the date that
an Event of Default occurs to convert all or any portion of the then outstanding and unpaid Principal Amount and interest (including any
default interest) into Common Stock, at a conversion price of $0.033, subject to customary adjustments as provided in the Note for stock
dividends and stock splits, rights offerings, pro rata distributions, fundamental transactions and dilutive issuances. At any time prior
to the date that an Event of Default occurs under the Note, the Company may prepay the outstanding principal amount and interest then
due under the Note. On any such event, the Company shall make payment to Mast Hill of an amount in cash equal to the sum of (a) 100%
multiplied by the principal amount then outstanding plus (b) 100% multiplied by the accrued and unpaid interest on the principal
amount to the prepayment date plus (c) $750.00 to reimburse Mast Hill for administrative fees. In addition, if, at any time prior
to the full repayment or full conversion of all amounts owed under the Note, the Company receives cash proceeds from any source or series
of related or unrelated sources from the issuance of equity (subject to exclusions described in the Note), debt or the issuance of securities
pursuant to an Equity Line of Credit (as defined in the Note) of the Company, Mast Hill shall have the right in its sole discretion to
require the Company to apply up to 50% of such proceeds after the Minimum Threshold to repay all or any portion of the outstanding
principal amount and interest then due under the Note. The Note contains customary Events of Default for transactions similar to the transactions
contemplated by the Purchase Agreement and the Note, which entitle Mast Hill, among other things, to accelerate the due date of the unpaid
principal amount of, and all accrued and unpaid interest on, the Note, in addition to triggering the conversion rights. Upon the occurrence
of any Event of Default, the Note shall become immediately due and payable, and the Company shall pay to Mast Hill an amount equal to
the principal amount then outstanding plus accrued interest (including any default interest) through the date of full repayment multiplied
by 150%, as well as all costs of collection.
The Note contains restrictions on the Company’s
ability to (a) incur additional indebtedness, (b) make distributions or pay dividends, (c) redeem, repurchase or otherwise acquire its
securities, (d) sell its assets outside of the ordinary course, (e) enter into certain affiliate transactions, (f) enter into 3(a)(9)
Transactions or 3(a)(10) Transactions (each as defined in the Note), or (g) change the nature of its business.
Commencing as of the Effective Date, and until
such time as the Note is fully converted or repaid, the Company shall not effect or enter into an agreement to effect any Variable Rate
Transaction (as defined in the Purchase Agreement).
The Purchase Agreement contains customary representations
and warranties made by each of the Company and Mast Hill. It further grants to Mast Hill certain rights of participation and first refusal,
and certain most-favored nation rights, all as set forth in the Purchase Agreement. Further the Note is subject to the terms of certain
previously executed Security, Pledge and Guarantee agreements discussed above in 7(f).
The Company paid to Spencer Clarke LLC a cash
fee of $5,270 plus 159,697 warrants at an exercise price of $0.033, in each case subject to adjustment.
| |
(h) |
Promissory Notes Issued on November 17, 2023 |
On November 17, 2023 the Company entered into
a Securities Purchase Agreement and issued and sold to Mast Hill, a Promissory Note in the principal amount of $62,000 (actual amount
of purchase price of $52,700 plus an original issue discount in the amount of $9,300). The maturity date of the Note is 12 months
from the issue date and are the date upon which the principal amount, the OID, as well as any accrued and unpaid interest and other
fees, shall be due and payable. All the terms and conditions as set out in (g) above with respect to a Securities Purchase Agreement
and Promissory Note entered into on October 6, 2023, apply to the November 17, 2023 financing from Mast Hill. Further the Note is subject
to the terms of certain previously executed Security, Pledge and Guarantee agreements discussed above in 7(f).
The Company paid to Spencer Clarke LLC a cash
fee of $5,270 plus 159,697 warrants at an exercise price of $0.033, in each case subject to adjustment.
| |
(i) |
Promissory Notes Issued on December 6, 2023 |
On December 6, 2023 the Company entered into a
Securities Purchase Agreement and issued and sold to Mast Hill, a Promissory Note in the principal amount of $170,588 (actual amount
of purchase price of $145,000 plus an original issue discount in the amount of $25,588). The maturity date of the Note is 12
months from the issue date and are the date upon which the principal amount, as well as any accrued and unpaid interest and other
fees, shall be due and payable. All the terms and conditions as set out in (g) above with respect to a Securities Purchase Agreement
and Promissory Note entered into on October 6, 2023, apply to the December 6, 2023 financing from Mast Hill. Further the Note is subject
to the terms of certain previously executed Security, Pledge and Guarantee agreements discussed above in 7(f).
The Company paid to Spencer Clarke LLC a cash
fee of $14,500 plus 439,394 warrants at an exercise price of $0.033, in each case subject to adjustment.
| |
(j) |
Promissory Notes Issued on January 24, 2024 |
On January 24, 2024 the Company entered into a
Securities Purchase Agreement, and issued and sold to Mast Hill a Promissory Note in the principal amount of $388,300 (actual amount
of purchase price of $330,055 plus an original issue discount in the amount of $58,245). The maturity date of the Note is the 12-month
anniversary of the Issuance Date, and is the date upon which the principal amount, as well as any accrued and unpaid interest and other
fees, shall be due and payable. The Company paid certain fees in respect to the aforementioned financing agreements. The agreements also
provide for terms of conversion only upon an event of default. All the terms and conditions as set out in (g) above with respect to a
Securities Purchase Agreement and Promissory Note entered into on October 6, 2023, apply to the January 24, 2024 financing from Mast Hill.
Further the Note is subject to the terms of certain previously executed Security, Pledge and Guarantee agreements discussed above in 7(f).
| |
(k) |
Promissory Notes Issued on March 13, 2024 |
On March 13, 2024, the Company entered into a
Securities Purchase Agreement, and issued and sold to Mast Hill a Promissory Note in the principal amount of $336,000 (actual amount
of purchase price of $285,600 plus an original issue discount in the amount of $50,400). The maturity date of the Note is the 12-month
anniversary of the Issuance Date, and is the date upon which the principal amount, as well as any accrued and unpaid interest and other
fees, shall be due and payable. The Company paid certain fees in respect to the aforementioned financing agreements. The agreements also
provide for terms of conversion only upon an event of default. All the terms and conditions as set out in (g) above with respect to a
Securities Purchase Agreement and Promissory Note entered into on October 6, 2023, apply to the March 13, 2024 financing from Mast Hill.
Further the Note is subject to the terms of certain previously executed Security, Pledge and Guarantee agreements discussed above in 7(f).
| |
(l) |
Promissory Notes Issued on May 9, 2024 |
On May 9, 2024, the Company consummated transactions
pursuant to a Securities Purchase Agreement (the “Purchase Agreement”) dated as of May 5, 2024 (the “Effective Date”)
and issued and sold to Mast Hill Fund, L.P., a Promissory Note (the “Note”) in the principal amount of $395,000.00 (actual
amount of purchase price of $335,750 plus an original issue discount (“OID”) in the amount of $59,250). The use of proceeds
from the sale of the Mast Hill Note is strictly for business development and expenses related to compliance and merger and ongoing acquisition
activity, and not for any other purpose. The maturity date of the Mast Hill Note is the 12-month anniversary of the Issuance Date, and
is the date upon which the principal amount, as well as any accrued and unpaid interest and other fees, shall be due and payable. Mast
Hill has the right, at any time on or following the date that an event of default occurs under the Note, to convert all or any portion
of the then outstanding and unpaid Principal Amount and interest (including any default interest) into common stock of the Company, at
a conversion price of $0.033, subject to customary adjustments as provided in the Mast Hill Note for stock dividends and stock splits,
rights offerings, pro rata distributions, fundamental transactions and dilutive issuances. In addition, Mast Hill is entitled to deduct
$1,750.00 from the conversion amount upon each conversion, to cover Mast Hill’s fees associated with each conversion. Any such
conversion is subject to customary conversion limitations set forth in the Mast Hill Note so Mast Hill beneficially owns less than 4.99%
of the Common Stock. Fourth Man, LLC Promissory Notes (Fourth Man Notes)
| |
(a) |
Promissory Notes Issued on June 29, 2023 |
On June 29, 2023, the Company the Company entered
into a Securities Purchase Agreement and issued and sold to Fourth Man, LLC (“Fourth Man”), a Promissory Note (the “Note”)
in the principal amount of $65,000.00 (actual amount of purchase price of $55,250 plus an original issue discount in the amount
of $9,750). In connection with the issuance of the Promissory Note, the Company issued the investor warrants to purchase 600,000 shares
of common stock at an exercise price of $0.10 and 1,969,697 shares of Common Stock as commitment shares, 1,477,272 of
which shall be cancelled and returned to the Company’s treasury upon repayment of the Note on, or prior to, the date that is 180
calendar days after the date of the Agreement; and (b) granted piggy-back registration rights to Fourth Man.
The Company paid to J.H. Darbie & Co., Inc.
$2,763 in fees pursuant to the Company’s existing agreement with J.H. Darbie & Co., Inc., in relation to the transactions
contemplated by the Purchase Agreement plus warrants to purchase 23,021 shares of common stock at $0.10, subject to adjustment.
The Company issued Spencer Clarke LLC warrants to purchase 618,079 shares of common stock at $.033, in each case subject to
adjustment.
The maturity date of the Note is the 12-month
anniversary of the Effective Date, and is the date upon which the principal amount, the OID, as well as any accrued and unpaid interest
and other fees, shall be due and payable.
| |
(b) |
Promissory Notes Issued on August 28, 2023 |
On August 28, 2023, the Company entered into a
Securities Purchase Agreement and issued and sold to Fourth Man, LLC (“Fourth Man”), a Promissory Note (the “Note”)
in the principal amount of $60,000.00 (actual amount of purchase price of $51,000 plus an original issue discount in the amount
of $9,000). In connection with the issuance of the Promissory Note, the Company issued the investor warrants to purchase 650,000 shares
of common stock at an exercise price of $0.10 and 3,333,333 shares of Common Stock as commitment shares, 1,666,667 of
which shall be cancelled and returned to the Company’s treasury upon repayment of the Note on, or prior to, the date that is 180
calendar days after the date of the Agreement; and (b) granted piggy-back registration rights to Fourth Man.
The Company paid to J.H. Darbie & Co., Inc.
$2,550 in fees pursuant to the Company’s existing agreement with J.H. Darbie & Co., Inc., in relation to the transactions
contemplated by the Purchase Agreement plus warrants to purchase 21,250 shares of common stock at $.12, subject to adjustment.
The Company paid to Spencer Clarke LLC a cash fee of $5,100 plus 650,000 warrants at an exercise price of $.033, in each
case subject to adjustment.
The maturity date of the Note is the 12-month
anniversary of the Effective Date, and is the date upon which the principal amount, the OID, as well as any accrued and unpaid interest
and other fees, shall be due and payable.
Amendment to Fourth Man Promissory Notes.
On February 1, 2024, Fourth Man and NGTF entered
into a letter agreement whereby Fourth Man agreed to amend that certain promissory note in the principal amount of $65,000 issued
by NGTF to Fourth Man on June 29, 2023 the “Promissory Note” and that certain promissory note in the principal amount of $60,000 to
Fourth Man on August 28, 2023 (the “Subsequent Note”, together with the Promissory Note, the “Notes”), effective
as of January 23, 2024. The amendment removed the right to the adjustment to the conversion price of the Notes to the price per share
specified in Section 3.21 of the note (“the Affected Adjustment”) issued on August 28, 2023 by NGTF to Fourth Man (the “Subsequent
Note”). The letter also amended the Subsequent Note to remove the right to the adjustment to the conversion price during the effective
period, solely with respect to the Affect Adjustment. In exchange for Fourth Man’s execution of the letter, NGTF agreed, to (i)
increase the total outstanding principal and accrued interest on the Notes by 10% and (ii) issue 1,667 shares of NGTF’s
Series D Preferred Stock to Fourth Man.
Below is a reconciliation of the loss on extinguishment
of debt relative to the amended promissory notes with Fourth Man:
| 10% increase in principle | |
$ | 12,500 | |
| 10% increase in guaranteed interest | |
| 1,875 | |
| 1,667 Series D Stock issued | |
| 113,955 | |
| Loss on extinguishment | |
$ | 128,330 | |
The Company evaluated all of these associated
financial instruments in accordance with ASC 815 Derivatives and Hedging. Based on this evaluation, the Company has determined that no
provisions required derivative accounting. In accordance with ASC 470- Debt, the proceeds
of issuance is first allocated among the convertible instrument and the other detachable instruments based on their relative fair values.
Below is a reconciliation of the above debts (Mast
Hills Notes and Fourth Man Notes) as presented on the Company’s balance sheet as of June 30, 2024 and June 30, 2023:
| | |
Principal
$ | | |
Debt
Discount
$ | | |
Net
Value
$ | |
| Balance at June 30, 2022 | |
| - | | |
| - | | |
| - | |
| Promissory notes payable issued | |
| 2,066,823 | | |
| | | |
| 2,066,823 | |
| Principal increased due to MNF (September 23, 2022 Note) | |
| 57,647 | | |
| | | |
| 57,647 | |
| Principal converted to common stock | |
| (16,088 | ) | |
| | | |
| (16,088 | ) |
| Debt discount associated with Promissory notes | |
| | | |
| (864,713 | ) | |
| (864,713 | ) |
| Amortization of debt discount | |
| | | |
| 305,697 | | |
| 305,697 | |
| Balance at June 30, 2023 | |
| 2,108,382 | | |
| (559,016 | ) | |
| 1,549,366 | |
| | |
| | | |
| | | |
| | |
| Promissory notes payable issued | |
| 1,473,888 | | |
| | | |
| 1,473,888 | |
| Promissory notes amended | |
| 12,500 | | |
| | | |
| 12,500 | |
| Debt discount associated with Promissory notes | |
| | | |
| (230,961 | ) | |
| (230,961 | ) |
| Amortization of debt discount | |
| | | |
| 638,194 | | |
| 638,194 | |
| Balance at June 30, 2024 | |
$ | 3,594,770 | | |
$ | (151,783 | ) | |
$ | 3,442,987 | |
Interest expenses associated with above convertible notes are
as follows:
| | |
For twelve months Ended
June 30, | |
| | |
2024 | | |
2023 | |
| Amortization | |
$ | 638,194 | | |
$ | 305,697 | |
| Interest on the convertible notes | |
| 421,925 | | |
| 74,686 | |
| Total | |
$ | 1,060,119 | | |
$ | 380,383 | |
As of June 30, 2024 and June 30, 2023, the interest
payable was $434,535 and $40,779, respectively.
As a result of dilutive issuances during the period
the exercise price of all of the aforementioned convertible notes has been reset subsequent to the period to $0.03333. In addition, certain
warrants issued to the noteholders, placement agent and J.H. Darbie have been repriced in accordance with their respective terms and conditions.
|
| X |
- References
+ Details
| Name: |
us-gaap_DebtDisclosureAbstract |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:stringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionThe entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481544/470-10-50-6
Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481544/470-10-50-6
Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 405
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477092/405-40-50-1
Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 405
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)(3)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477092/405-40-50-1
Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 405
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)(2)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477092/405-40-50-1
Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 405
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)(1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477092/405-40-50-1
Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 405
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477092/405-40-50-1
Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B
Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(c))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1
Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 470
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org/470/tableOfContent
Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 835
-SubTopic 30
-Name Accounting Standards Codification
-Section 45
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482925/835-30-45-2
Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B
Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B
Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B
Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1C
Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1C
Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1C
Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1E
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1E
Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1I
Reference 20: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1I
Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1I
| Name: |
us-gaap_DebtDisclosureTextBlock |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
dtr-types:textBlockItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
v3.24.4
Capital Stock Activity
|
12 Months Ended |
Jun. 30, 2024 |
|---|
| Capital Stock Activity [Abstract] |
|
| Capital Stock Activity |
10. Capital Stock Activity
Common Stock
The Company is authorized to issue Two Hundred
Million (200,000,000) shares of common stock $0.001 par value per share (the “Common Stock”). Holders of Common Stock
are each entitled to cast one vote for each share held of record on all matters presented to shareholders. Cumulative voting is not allowed;
hence, the holders of a majority of the outstanding Common Stock can elect all directors, subject to the rights of the holder of Series
A Stock described below. Holders of Common Stock are entitled to receive such dividends as may be declared by the Board of Directors out
of funds legally available therefore and, in the event of liquidation, to share pro-rata in any distribution of the Company’s assets
after payment of liabilities. The board of directors is not obligated to declare a dividend and it is not anticipated that dividends will
be paid unless and until the Company is profitable. Holders of Common Stock do not have pre-emptive rights to subscribe to additional
shares if issued by the Company. There are no conversion, redemption, sinking fund or similar provisions regarding the Common Stock. All
of the outstanding shares of Common Stock are fully paid and non-assessable and all of the shares of Common Stock offered thereby will
be, upon issuance, fully paid and non-assessable. Holders of shares of Common Stock will have full rights to vote on all matters brought
before shareholders for their approval, subject to preferential rights of holders of any series of Preferred Stock. Holders of the Common
Stock will be entitled to receive dividends, if and as declared by the board of directors, out of funds legally available, and share pro-rata
in any distributions to holders of Common Stock upon liquidation. The holders of Common Stock will have no conversion, pre-emptive or
other subscription rights. Upon any liquidation, dissolution or winding-up of the Company, assets, after the payment of debts and liabilities
and any liquidation preferences of, and unpaid dividends on, any class of preferred stock then outstanding, will be distributed pro-rata
to the holders of the common stock. The holders of the common stock have no right to require the Company to redeem or purchase their shares.
Holders of shares of common stock do not have cumulative voting rights, which means that the holders of more than 50% of the outstanding
shares, voting for the election of directors, can elect all of the directors to be elected, if they so choose, and, in that event, the
holders of the remaining shares will not be able to elect any of our directors. On October 24, 2022, the Company launched
a Tier 2 offering pursuant to Regulation A (also known as “Regulation A+”) with the intent to raise capital through an equity
crowdfunding campaign. The Company is offering (this “Offering”) up to 5,000,000 units, each unit consisting
of 4 shares of common stock and 4 common stock purchase warrants (“Unit”), being offered at a price range to be determined
after qualification pursuant to Rule 253(b).
| | ● | The Company had 128,907,407 and 123,587,968 shares of its $0.001 par value common stock issued and outstanding as June 30, 2024 and June 30, 2023 respectively. |
During the Fiscal Year ended June 30, 2024:
| | ● | The Company issued 3,333,333 shares of common stock for services with a fair value of $50,000. |
| | ● | The Company issued 300,000 shares of common stock for services with a fair value of $7,800. |
| | ● | The Company issued 686,106 shares of common stock for cashless exercise of 1,818,182 stock purchase warrants. |
| | ● | The Company issued 1,000,000 shares of common stock as consideration for convertible debt in the accrued interest payable of $31,250 and transfer agent fee of $1,750, with a fair value of $16,400. |
During the Fiscal Year ended June 30, 2023:
| | ● | The Company issued 3,333,333 shares of common stock for services with a fair value of $50,000. |
| | ● | The Company issued 300,000 shares of common stock for services with a fair value of $7,800. |
| | ● | The Company issued 686,106 shares of common stock for cashless exercise of 1,818,182 stock purchase warrants. |
| | ● | The Company issued an aggregate of 532,859 shares of its common stock for services valued at $77,110. |
| | ● | The Company issued 2,469,697 shares of its common stock as financing cost valued at $104,515. |
| | ● | The Company issued an aggregate of 6,549,128 shares of its common stock for cashless exercise of 4,928,260 original issued stock purchase warrants. |
| | ● | The Company sold 467,950 units at $0.50 per unit, consisting with 1,871,800 shares of common stock under its Regulation A+ Offering. The Company received net proceeds of $229,729. |
| | ● | The Company issued 3,800,000 shares of its common stock in exchange for the return of 10,869,566 returnable warrants. |
| | ● | The Company issued 2,750,000 shares of its common stock in exchange for the return of 2,750,000 stock purchase warrants. | | | | | | | ● | Holders of the B Preferred converted 1,310 shares of Series B Preferred Stock into 6,550,000 shares of its common stock. | | | | | | | ● | The Company issued an aggregate of 5,750,000 shares of its common stock for cash exercise of 5,750,000 original issued stock purchase warrants. The Company received net proceeds of $276,066. | | | | | | | ● | The Company issued 1,500,000 shares of common stock as consideration for convertible debt in the principal amount of $16,088 and in the accrued interest payable of $33,907, with a fair value of $91,500. | Preferred Stock
| | ● | The Company had 1,000 shares of its A Preferred stock issued and outstanding as of June 30,2024 and June 30, 2023. |
| | ● | The Company had 1,950 shares of its B Preferred stock issued and outstanding as of June 30,2024 and June 30, 2023. |
| | ● | The Company had 13,333 and 0 shares of its C Preferred stock issued and outstanding as of June 30,2024 and June 30, 2023. |
| | ● | The Company had 1,667 and 0 shares of its D Preferred stock issued and outstanding as of June 30, 2024 and June 30, 2023. |
Series A Preferred Stock
The Company is authorized to issue 1,000,000 shares
of $0.001 par value per share Preferred Stock. Of the 1,000,000 shares, 10,000 shares were designated as Series A Preferred
Stock (“Series A Stock”). Holders of Series A Stock are each entitled to cast 100,000 votes for each share held of record
on all matters presented to shareholders. On January 26, 2024, the Certificate of Designation of Preferences, Rights and Limitations
of Series A Super Voting Preferred Stock (the “Series A Preferred Stock”) of Nightfood Holdings, Inc. was amended (the “Amended
Series A COD”) by replacing Section 1 to alter the voting structure of the Series A Preferred Stock. Pursuant to the Amended Series
A COD, the shares of Series A Preferred Stock will have a number of votes equal to (i) the number of votes then held or entitled to be
made by all other equity securities of NGTF plus (ii) one (1). No other changes were made.
During the fiscal year ended June 30, 2024 the
former holder of the 1,000 outstanding shares of Series A Stock transferred his shares to the seller of certain assets as part
of a Share Exchange Agreement. (ref: Note 3 – Business Combination)
The Company had 1,000 shares of the
Series A Stock issued and outstanding as of June 30, 2024, and June 30, 2023 which shares are currently held by the Company’s CEO,
Lei Sonny Wang.
Series B Preferred Stock
In April 2021, the Company designated 5,000 shares
of its Preferred Stock as Series B Preferred (the “B Preferred”), each share of which is convertible into 5,000 shares
of common stock and 5,000 non-detachable warrants with an initial exercise price of $0.30.
During the fiscal years ended June 30, 2023 and
2022, the Company sold 0 and 335 shares of its B Preferred for gross cash proceeds of $0 and $335,000, respectively. These
proceeds were used for operating capital. The B Preferred meets the criteria for equity classification and is accounted for as equity
transactions. Specifically, among other factors, this qualifies as equity because redemption is not invoked at the option of the holder
and the B Preferred does not have to be redeemed on a specified date.
During the fiscal year ended June 30, 2023, holders
of the B Preferred converted 1,310 shares of B Preferred into 6,550,000 shares of Common Stock. During the fiscal
year ended June 30, 2022, holders of the B Preferred converted 1,740 shares of B Preferred into 8,700,000 shares of
Common Stock.
The Company had 1,950 shares of its
B Preferred issued and outstanding as of June 30, 2024, and June 30, 2023.
Series C Preferred Stock
On January 26, 2024, NGTF filed a Certificate
of Designation of Preferences, Rights and Limitations of Series C Convertible Preferred Stock (the “Series C COD”), which
established 500,000 shares of Series C Convertible Preferred Stock (the “Series C Preferred Stock”), par value of
$0.001 per share, having such designations, rights and preferences as set forth in the Series C COD. The shares of Series C Preferred
Stock are convertible six (6) months after issuance into common stock of NGTF at a rate of six thousand (6,000) shares of common stock
for each share of Series C Preferred Stock. The shares of Series C Preferred Stock do not have voting rights and rank junior to the Series
B Preferred Stock. The holders of Series C Preferred Stock are not entitled to dividends.
On February 7, 2024, the Certificate of Designation
of Preferences, Rights and Limitations of Series C Convertible Preferred Stock (the “Series C Preferred Stock”) of Nightfood
Holdings, Inc. (“NGTF”) was amended (the “Amended Series C COD”) by revising Section G to include a provision
for adjustments for reverse stock splits. Pursuant to the Amended Series C COD, if the corporation at any time combines its outstanding
shares of common stock into a smaller number of shares, then the number of shares of common stock issuable upon conversion of the Series
C Preferred Stock pursuant to Section G(a) shall be proportionately decreased. No other changes were made. The Company issued 13,333 shares of
NGTF’s Series C Preferred Stock under share exchange agreement. (ref Note 3 – Business Combination)
The Company had 13,333 shares of its
C Preferred issued and outstanding as of June 30, 2024.
Series D Preferred Stock
On February 7, 2024, NGTF filed a Certificate
of Designation of Preferences, Rights and Limitations of Series D Convertible Preferred Stock (the “Series D COD”), which
established 100,000 shares of Series D Convertible Preferred Stock (the “Series D Preferred Stock”), par value of
$0.001 per share, having such designations, rights and preferences as set forth in the Series D COD. The shares of Series D Preferred
Stock are convertible six (6) months after issuance into common stock of NGTF at a rate of six thousand (6,000) shares of common stock
for each share of Series D Preferred Stock. The shares of Series D Preferred Stock do not have voting rights and rank junior to the Series
B Preferred Stock. The holders of Series D Preferred Stock are not entitled to dividends.
The Company issued 1,667 shares of NGTF’s
Series D Preferred Stock to Fourth Man under the amended promissory notes. (ref Note 7 – Debt)
The Company had 1,667 shares of its
D Preferred issued and outstanding as of June 30, 2024.
Dividends
The Company has never declared dividends, however
as set out below, during the fiscal year ended June 30, 2022 and 2021, upon issuance of a total of 335 and 4,665 shares
of B Preferred, respectively, the Company recorded a deemed dividend as a result of beneficial conversion feature associated with the
transaction.
In connection with certain conversion terms provided
for in the designation of the B Preferred, pursuant to which each share of B Preferred is convertible into 5,000 shares of common
stock and 5,000 warrants, the Company recognized a beneficial conversion feature upon the conclusion of the transaction in the
amount of $4,431,387. The beneficial conversion feature was treated as a deemed dividend, and fully amortized on the transaction
date due to the fact that the issuance of the B Preferred was classified as equity. During the fiscal years ended June 30, 2024 and
2023, the Company recorded an additional deemed dividend of $84,106 and $1,136,946, respectively, fully amortized on the transaction dates,
in relation to the B Preferred stock and downward price adjustments to certain warrants.
|
| X |
- References
+ Details
| Name: |
us-gaap_EquityAbstract |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:stringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionThe entire disclosure for equity. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13
Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13
Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-14
Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2
Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2
Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 505
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478448/946-505-50-6
Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480237/815-40-50-6
Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480008/505-10-S99-1
Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(e)(1))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1
Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 505
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org/505/tableOfContent
Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13
Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13
Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13
Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-14
Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-14
Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 16
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-16
Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-18
Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-18
Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-18
| Name: |
us-gaap_StockholdersEquityNoteDisclosureTextBlock |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
dtr-types:textBlockItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
v3.24.4
Warrants
|
12 Months Ended |
Jun. 30, 2024 |
|---|
| Warrants [Abstract] |
|
| Warrants |
11. Warrants
The following is a summary of the Company’s
outstanding common stock purchase warrants.
During the fiscal year ended June 30, 2022, holders
of the Company’s B Preferred converted 1,740 shares of B Preferred into 8,700,000 shares of Common Stock, along
with 8,700,000 warrants. Said warrants are subject to exercise price adjustments resulting from certain financing activities
and equity transactions which may increase or decrease the exercise price in in the future. At June 30, 2022, all warrants issued to the
Company’s B Preferred holders had an adjusted exercise price of $0.2919.
During the fiscal year ended June 30, 2022, 4,000,000 warrants
were issued to the holder of outstanding convertible notes with an initial exercise price of $0.25 per share, and 878,260 warrants
issued to the placement agent with an initial exercise price of $0.25 per share. The Company valued these warrants using the Black
Scholes model utilizing a 143.39% volatility and a risk-free rate of 1.25%. In addition, 167,500 warrants issued to
the placement agent with an initial exercise price of $0.20 per share and 167,500 warrants issued to the placement agent
with an initial exercise price of $0.30 per share. The Company valued these warrants using the Black Scholes model utilizing a 148.06%
volatility and a risk-free rate of 0.83%.
During the fiscal year ended June 30, 2022, the
Company entered into a warrant agreement with one of the Company’s Directors issuing 100,000 warrants at a strike price
of $0.2626 having a term of five years. The Company valued these warrants using the Black Scholes model utilizing a 151.07%
volatility and a risk-free rate of 0.79%.
During the fiscal year ended June 30, 2022, the
Company entered into an Agreement For Shareholder Lock-Up And Acquisition of Warrants (the “Lock-Up Agreement”), with Mr.
Folkson, issuing 400,000 warrants at a strike price of $0.30 having a term of one year. The Company valued these warrants
using the Black Scholes model utilizing a 107.93% volatility and a risk-free rate of 0.50%.
During the fiscal year ended June 30, 2023, holders of the Company’s
B Preferred converted 1,310 shares of B Preferred into 6,550,00 shares of Common Stock, along with 6,550,000 warrants.
Said warrants are subject to further exercise price adjustments resulting from certain financing activities and equity transactions which
may increase or decrease the exercise price in the future. At June 30, 2023 all warrants issued to the Company’s B Preferred holders
had an adjusted exercise price of $0.13796. During the fiscal year ended June 30, 2023, 2,800,000 warrants
were issued to the holder of an outstanding promissory note with an initial exercise price of $0.225 per share, 280,000 warrants
were concurrently issued to the Placement Agent with an initial exercise price of $0.225, and a further 119,260 warrants were issued to
the Placement Agent with initial exercise price of $0.27 per share. The Company valued these warrants using the Black Scholes model utilizing
a 122.42% volatility and a risk-free rate of 3.91%. On October 4, 2022, the Company and the Placement Agent entered into
an Addendum to amend their Letter of Engagement to cancel compensatory warrants to purchase 280,000 shares of common stock of the Company
and to cancel returnable compensatory warrants to purchase 700,000 shares of Common Stock of the Company for a one-time cash payment of
$35,000 and the issuance of 500,000 shares of Common Stock in full satisfaction of compensation earned.
During the fiscal year ended June 30, 2023 the Company issued a cumulative 12,870,000 warrants
to the holder of outstanding promissory notes, 19,460,000 returnable warrants (which warrants are cancelable in full should
the notes be repaid in full on or before maturity), 4,875,189 placement agent warrants, 546,000 returnable placement
agent warrants (which warrants are cancelable in full should the notes be repaid in full on or before maturity) and 831,386 warrants
to JH Darbie. The warrants were issued at initial exercise prices between $0.033 and $0.12 per share and valued on issuance
dates with the Black Scholes model utilizing a volatility from 111.36% and 112.33% and a risk-free rate from 3.41% and 4.18%.
During the fiscal year ended June 30, 2023, the
Company issued an aggregate of 6,549,128 shares of its Common Stock for the cashless exercise of 4,928,260 original
issued stock purchase warrants.
During the fiscal year ended June 30, 2023, the
Company entered into a warrant agreement with one of the Company’s Directors for the issuance of 100,000 warrants at a
strike price of $0.125 having a term of five years. The Company valued these warrants using the Black Scholes model utilizing
a 121.75% volatility and a risk-free rate of 4.06%.
During the fiscal year ended June 30, 2023, the
Company entered into an Agreement For Shareholder Lock-Up And Acquisition of Warrants (the “Lock-Up Agreement”), with Mr.
Folkson, issuing 400,000 warrants at a strike price of $0.30 having a term of one year. The Company valued these warrants
using the Black Scholes model utilizing a 103.60% volatility and a risk-free rate of 4.30%.
During the fiscal year ended June 30, 2023, the
Company issued 1,871,800 warrants to various subscribers under its Tier 2 offering pursuant to Regulation A (also known
as “Regulation A+”) pursuant to which the Company is offering up to 5,000,000 units at a price of $0.50 per
unit, each unit consisting of 4 shares of Common Stock and 4 Common Stock purchase warrants (“Unit”) for
exercise at a strike price per Share equal to 125% of the price per share of Common Stock, or $0.15625 per share with a term
of 2 years.
During the fiscal year ended June 30, 2023, the Company issued an aggregate
of 5,750,000 shares of its Common Stock for cash exercise of 5,750,000 original issued stock purchase warrants
at $0.05 per share. The Company received net proceeds of $276,066. In addition, as incentive to induce the aforementioned warrant
holders to exercise existing warrants, the Company issued an aggregate of 6,900,000 replacement warrants to investors and placement
agents. The warrants were issued at initial exercise prices between $0.05 and $0.125 per share and valued on issuance dates
with the Black Scholes model utilizing a volatility from 110.80% and 111.31% and a risk-free rate from 3.69% and 4.27%.
A total of $377,560 was expensed on issuance as financing costs.
During the fiscal year ended June 30, 2023, the Company issued 1,000,000 retainer
warrants under an Amendment and Addendum to Letter of Engagement agreement at a strike price of $0.033. The warrants included a provision
for cashless exercise and carried a 5 years term. The Company valued these warrants using the Black Scholes model utilizing
a 113.71% volatility and a risk-free rate of 3.69%. The Company recorded the value of the retainer warrants as consulting expenses.
During the fiscal year ended June 30, 2023, under
the terms of a Warrant Exchange Agreement, among other agreements, SC exchanged an aggregate of 16,181,393 of its existing warrants
originally issued in fiscal 2021 with initial exercise prices ranging from $0.20 to $0.30, the exercise price of which had been subject
to downward price adjustments following issuance and were exercisable at $0.0747 per share as a result of anti-dilution provisions
as of February 2023, for a like amount of new warrants to purchase Company Common Stock at a price per share capped at $0.0747 (the
“New Warrants”).
During the fiscal year ended June 30, 2024, the
Company issued cumulative 650,000 warrants to the holder of outstanding promissory notes, and cumulative 6,208,788 warrants
to the placement agent, and 21,250 warrants to JH Darbie as commission fees. The warrants were issued at initial exercise prices
between $0.033 and $0.12 per share and valued on issuance dates with the Black Scholes model utilizing a volatility between 124.86%
and 136.57, and a risk-free rate between 4.12% and 4.68%. During the fiscal year ended June 30, 2024, 7,000,000 returnable
warrants became non-returnable warrants as a result of the Company’s default on certain debt obligations and $699,350 was recorded
as additional financing costs.
During the fiscal year ended June 30, 2024, a
total of 23,147,255 outstanding share purchase warrants issued in connection with conversion of the Company’s B Preferred
into Common Stock were adjusted as a result of certain antidilution clauses resulting in a total of 28,557,967 outstanding share
purchase warrants with a downward adjusted exercise price of $0.11082 per share.
During the fiscal year ended June 30, 2024, a
total of 1,818,182 share purchase warrants were exercised in a cashless transaction.
Certain warrants in the below table include dilution
protection for the warrant holders, which could cause the exercise price to be adjusted either higher or lower as a result of various
financing events and stock transactions. The result of the warrant exercise price downward adjustment on modification date is treated
as a deemed dividend and fully amortized on the transaction date. In addition to the reduction in exercise price, with certain warrants
there is a corresponding increase to the number of warrants to the holder on a prorated basis. Under certain conditions, such as the successful
retirement of a convertible note through repayment, it is possible for the exercise price of these warrants to increase and for the number
of warrants outstanding to decrease.
The aggregate intrinsic value of the warrants
as of June 30, 2024 is $6.14 million. The aggregate intrinsic value of the warrants as of June 30, 2023 was $4.22 million.
Exercise
Price | | |
June 30,
2023 | | |
Issued | | |
Repricing | | |
Exercised | | |
Others | | |
Cancelled | | |
Expired | | |
Redeemed | | |
June 30,
2024 | |
| $ | 0.03333 | | |
| 70,935,941 | | |
| 6,208,788 | | |
| 67,445,493 | | |
| (1,818,182 | ) | |
| - | | |
| - | | |
| - | | |
| - | | |
| 142,772,040 | |
| $ | 0.0747 | | |
| 16,181,392 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 16,181,392 | |
| $ | 0.1000 | | |
| 600,000 | | |
| 650,000 | | |
| (1,250,000 | ) | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
| $ | 0.1200 | | |
| - | | |
| 21,250 | | |
| (21,250 | ) | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
| $ | 0.1250 | | |
| 100,000 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 100,000 | |
| $ | 0.1380 | | |
| 23,147,255 | | |
| - | | |
| (23,147,255 | ) | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
| $ | 0.1042 | | |
| - | | |
| - | | |
| 30,274,042 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 30,274,042 | |
| $ | 0.1563 | | |
| 1,871,800 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 1,871,800 | |
| $ | 0.2626 | | |
| 100,000 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 100,000 | |
| $ | 0.3000 | | |
| 400,000 | | |
| 7,000,000 | | |
| (7,000,000 | ) | |
| - | | |
| - | | |
| - | | |
| (400,000 | ) | |
| - | | |
| - | |
| $ | 0.5000 | | |
| 500,000 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 500,000 | |
| | | | |
| 113,836,388 | | |
| 13,880,038 | | |
| 66,301,030 | | |
| (1,818,182 | ) | |
| - | | |
| - | | |
| (400,000 | ) | |
| - | | |
| 191,799,274 | |
Returnable Warrants
A cumulative total of 18,956,523 Returnable
Warrants issued in conjunction with a financing agreement dated as of September 23, 2022, and a MFN agreement entered into concurrently
on September 23, 2022 (ref: Note 7 above) may only be exercised in the event that the Company were to default on certain debt
obligations. The Returnable Warrants have an initial exercise price of $0.30 per share, subject to customary adjustments (including
price-based anti-dilution adjustments) and may be exercised at any time after an Event of Default until the five-year anniversary of such
date. The Returnable Warrants include a cashless exercise provision as set forth therein. The exercise of the Returnable Warrants are
subject to a beneficial ownership limitation of 4.99% of the number of shares of Common Stock outstanding immediately after giving
effect to such exercise. In the event of the Company’s failure to timely deliver shares of Common Stock upon exercise of the Returnable
Warrants, the Company would be obligated to pay a “Buy-In” amount pursuant to the terms of the Returnable Warrants. On December
29, 2022, upon an event of default as defined under the MFN agreement, 5,434,785 returnable warrants issued to each of
the Purchasers under the MFN Agreement, and 1,086,957 returnable warrants issued to the Placement Agent, were triggered and
valued using the Black Scholes model with a volatility of 124.14% and a risk-free rate of 3.94% resulting in financing expenses
recorded as additional financing costs in the cumulative amount of $1,085,780. In February 2023, the Company issued 3,800,000 shares
of its common stock in exchange for the return of 10,869,566 returnable warrants. The warrants issued to the Placement Agent
remained available for exercise.
During the fiscal year ended June 30, 2023, the Company issued cumulative 12,460,000 returnable
warrants to the Purchasers of certain convertible notes issued after September 2022, and cumulative 546,000 returnable
warrants to the Placement Agent.
Any expense related to such warrants will be recorded in a future reporting
period and only in the event the Company defaults on certain debt obligations. These returnable warrants were initially valued using the
Black Scholes model with a volatility of between 111.36% and 112.33% and a risk-free rate of between 3.67% and 3.91%
resulting in contingent expenses to be recorded as additional financing costs in the cumulative amount of $809,800, which amount will
be recorded in a future reporting period, only in the event the Company defaults on certain debt obligations.
|
| X |
- Definition
+ References
+ Details
| Name: |
ngtf_WarrantsTextBlock |
| Namespace Prefix: |
ngtf_ |
| Data Type: |
dtr:textBlockItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- References
+ Details
| Name: |
us-gaap_WarrantsAndRightsNoteDisclosureAbstract |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:stringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
v3.24.4
Commitments and Contingencies
|
12 Months Ended |
Jun. 30, 2024 |
|---|
| Commitments and Contingencies [Abstract] |
|
| Commitments and Contingencies |
12. Commitments and Contingencies:
| | ● | The Company has entered into certain consulting agreements which carry commitments to pay advisors and consultants should certain events occur. An agreement is in place with one Company Advisor that calls for total compensation over the four-year Advisor Agreement of 500,000 warrants with an exercise price of $0.15 per share, of which all have vested. |
| | ● | On July 7, 2023, the Company entered into a Letter of Engagement with Spencer Clarke LLC (“SC”). Under the terms of the agreement SC was retained to act as the Company’s “Exclusive” Placement Agent in connection with any Capital/Debt Raise, warrant exercise, (“Financings”) and for any Sale, Joint Venture, Merger, Acquisition or transaction (“M&A Transactions”) or any other financially structured corporate activity, collectively (“Corporate Finance Activity”). On signing of the agreement, the Company issued 4,800,000 non-refundable warrants to purchase 4,800,000 shares of Retainer Stock, at an initial exercise price per warrant equal to .0333 during the five (5)-year period. Under the terms of the agreement the Company is required to pay fees of 10% for any financing in cash, as well as issue five-year cashless warrants exercisable at the lowest exercise price in effect at the time of issue. In addition, fees are payable for mergers, acquisitions and other M&A transactions in both cash and shares. On July 7, 2023, the Company terminated the agreement with SC, however fees payable remain in effect for 24 months after termination. In respect to the Company’s financings and acquisition activity in the fiscal year the Company accrued cash fees of $173,195 as well as stock-based consideration valued at $126,065 in the form of 5,248,344 stock purchase warrants, 167 shares of Series D Preferred stock and 667 shares of Series C Preferred Stock for total accruals of $299,260, none of which has been issued or paid as of June 30, 2024. | | | ● | Sean Folkson has a consulting agreement entered into on February 2,
2024 and effective as of December 1, 2023 and runs through December 31, 2024. The agreement contains the potential for cash
and equity bonuses should Nightfood, Inc. achieve certain revenue milestones. The Cash Performance Bonus shall be equal to 2%
of gross Nightfood, Inc. revenues, paid quarterly. The Equity Performance Bonus shall be paid in any quarter where gross Nightfood,
Inc. revenues exceed $250,000 and shall be paid in stock equal to 10% of the gross quarterly revenues for the bonus period,
based on the average closing priced for the last 10 trading days. |
| | ● | Shares and warrants issuable for directors’ fees: As set out in Note 13 below, the Company has accrued total compensation for directors in the amount of $42,500 with respect to a total of 2,111,280 unissued shares and 100,000 unissued share purchase warrants as of the date of this report. |
| |
● |
Litigation: From time to time, we may become involved in various lawsuits and legal proceedings, which arise, in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. The Company is not aware of any such legal proceedings that we believe will have, individually or in the aggregate, a material adverse effect on our business, financial condition or operating results. |
|
| X |
- References
+ Details
| Name: |
us-gaap_CommitmentsAndContingenciesDisclosureAbstract |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:stringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionThe entire disclosure for commitments and contingencies. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 405
-SubTopic 30
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org/405-30/tableOfContent
Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 440
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482648/440-10-50-4
Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 450
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org/450/tableOfContent
Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 954
-SubTopic 440
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478522/954-440-50-1
Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 440
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482648/440-10-50-4
Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 440
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org/440/tableOfContent
| Name: |
us-gaap_CommitmentsAndContingenciesDisclosureTextBlock |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
dtr-types:textBlockItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
v3.24.4
Related Party Transactions
|
12 Months Ended |
Jun. 30, 2024 |
|---|
| Related Party Transactions [Abstract] |
|
| Related Party Transactions |
13. Related Party Transactions
As of June 30, 2024 and June 30, 2023, related parties are due a total
of $295,510 and $101,876, respectively:
| | |
June 30,
2024 | | |
June 30,
2023 | |
| Sean Folkson consulting fees payable | |
$ | 109,000 | | |
$ | 33,000 | |
| Directors’ fees payable | |
| 57,000 | | |
| 27,000 | |
| Accrued compensation payable with shares and warrants (unissued) | |
| 42,500 | | |
| - | |
| Lei Sonny Wang consulting fees payable | |
| 35,200 | | |
| - | |
| Sean Folkson loan (principal $40,000) and interest payable | |
| 46,676 | | |
| 41,876 | |
| Lei Sonny Wang, reimbursable expenses | |
| 5,134 | | |
| - | |
| Total related party payable | |
$ | 295,510 | | |
$ | 101,876 | |
Services provided from related parties as professional fees:
| | |
Twelve Months Ended June 30, | |
| | |
2024 | | |
2023 | |
| Sean Folkson | |
$ | 100,000 | | |
$ | 72,000 | |
| Directors’ fees and compensation for non-employee directors | |
| 84,500 | | |
| 78,500 | |
| Lei Sonny Wang | |
| 50,000 | | |
| - | |
| Total fees under professional fees | |
$ | 234,500 | | |
$ | 150,500 | |
On February 2, 2024, Sean Folkson resigned as
chief executive officer of NGTF and Lei Sonny Wang was appointed Chief Executive Officer and a director.
Agreements with Mr. Folkson
Sean Folkson has a consulting agreement (the “Consulting Agreement”)
entered into on February 2, 2024 and effective as of December 1, 2023 and runs through December 31, 2024 Pursuant to the Consulting Agreement,
Mr. Folkson will (1) continue to serve as a director of NGTF, subject to shareholder approval, for no less than the company’s first
twelve (12) months on the NASDAQ Capital Market should a successful uplisting occur, during which time both NGTF and its board of directors
(the “Board”) will use its best effort to maintain Mr. Folkson’s directorship and (2) will serve as president of Nightfood,
Inc. until December 31, 2024, which may date be extended. Mr. Folkson will receive cash and equity compensation as a director commensurate
with the compensation received by other directors. Unless either party provides the other written notice at least 45 days before the end
of the Consulting Agreement’s term of its intention to terminate, then the Consulting Agreement will renew automatically for one-year
terms. The Consulting Agreement can be terminated for cause without notice. Upon termination of the Consulting Agreement for any reason,
Mr. Folkson will receive NGTF common stock with a market value equal to $125,000 based on the average closing price for the last
10 trading days, which stock will be deemed fully earned as of the termination. Additionally, if the Consulting Agreement is terminated
prior to December 31, 2024, then Mr. Folkson will be entitled to continue to receive his Base Salary from the termination date until December
31, 2024. If Mr. Folkson is removed as a director of NGTF earlier than one year after NGTF’s successful uplist to any national securities
exchange, then he will receive NGTF common stock with a market value equal to $500,000 based on the average closing price for the
last 10 trading days, which stock will be deemed fully earned on the date he was removed from the Board.
In exchange for his services, Mr. Folkson will
receive a minimum annual salary of $120,000 (“Base Salary”), payable monthly. Mr. Folkson will be paid $6,000 per
month of his Base Salary until NGTF completes a capital raise of not less than $1,000,000 or Nightfood, Inc. develops a monthly positive
cash flow greater than $10,000 (the “Financial Conditions”). Until the Financial Conditions are met, any unpaid portion
of the Base Salary will accrue. Nightfood, Inc. and NGTF have agreed that the entirety of the Base Salary will accrue between December
1, 2023 and February 29, 2024. The payments of $6,000 will begin on March 1, 2024. Upon meeting the Financial Conditions or successfully
uplisting to NASDAQ, the parties will create a payment schedule to ensure payment of the full salary and accrued income within three to
nine months, including $57,000 in consulting fees owed to Mr. Folkson as of November 1, 2023 pursuant to a consulting agreement dated
December 27, 2021 between Mr. Folkson and NGTF. Mr. Folkson will be entitled to cash and equity bonuses based on certain conditions, beginning
with the three-month period ending March 31, 2024 and quarterly thereafter. The cash bonus will equal 2% of Nightfood, Inc.’s
revenues, including royalties, during the quarterly period, which will be paid no later than 15 days after the close of the quarterly
period to which it relates. The equity bonus will be paid in any quarter where gross Nightfood, Inc. revenues exceed $250,000, commencing
with the three-month period ending March 31, 2024 and quarterly thereafter. The equity bonus will be paid in NGTF common stock with a
market value equal to 10% of gross quarterly revenues for the applicable period, based on the average closing price for the last
10 trading days. Such stock shall be deemed fully earned as of the last day of the applicable quarter and issued within 30 days of the
end of the quarter. The cash and equity bonuses will be paid during the term of the Consulting Agreement and for 36 months afterward.
Should NGTF sell all shares of Nightfood, Inc., its business, or any rights to any other party to manufacture, market, and distribute
products under the Nightfood brand name, then Mr. Folkson will receive a cash bonus equal to 2% of the sale price and/or any royalties
earned by NGTF or Nightfood, Inc. payable by NGTF in cash or as a percentage of any securities received and an equity bonus equal to 10%
of the sale price and/or any royalties earned by NGTF or Nightfood, Inc. payable by NGTF in cash or as a percentage of any securities
received (the “Sale Bonus”). The Sale Bonus will be paid with respect to any transaction during the term of the Consulting
Agreement or that is consummated within 36 months thereafter.
Agreements with Mr. Wang
In connection with Mr. Lei Sonny Wang’s appointment as chief
executive officer, NGTF and Mr. Wang entered into an employment agreement effective as of February 2, 2024 (the “Employment Agreement”).
Pursuant to the Employment Agreement, Mr. Wang will serve his initial term beginning February 2, 2024 (the “Effective Date”)
ending on the earlier of (i) the one-year anniversary of the Effective Date or (ii) the termination of the Employment Agreement (the “Initial
Term”). The Initial Term will be automatically extended for additional one-year terms (each a “Renewal Term”), unless
NGTF or Mr. Wang provides the other with notice, at least 30 days prior to the expiration of the current term, of its desire not to renew
the Employment Agreement. For his services, Mr. Wang will receive an annual base salary of $120,000, payable monthly beginning on the
Effective Date. Until NGTF completes an additional two mergers and a capital raise in excess of $1,000,000 gross proceeds, or NGTF
has financial capabilities to support the Base Salary, Mr. Wang will be paid $6,000 per month of the Base Salary, and the unpaid
portion of the Base Salary will accrue. The Employment Agreement may be terminated with
or without cause by NGTF and may be terminated with or without good reason by Mr. Wang. If NGTF terminates the agreement for cause, then
NGTF will (i) pay Mr. Wang any unpaid Base Salary, benefits and any unreimbursed expenses within 10 days after the termination date; (ii)
any unvested portion of equity granted to Mr. Wang through any agreement, including restricted stock awards, will be automatically forfeited;
and (iii) both parties’ rights and obligations will cease, other than rights or obligations that arose prior to the termination
date or in connection with the termination. If NGTF terminates the agreement without cause, then NGTF will (i) pay Mr. Wang any Base Salary
or other amounts accrued and any unreimbursed expenses incurred within 10 days following the termination date; (ii) pay Mr. Wang a lump
sum equal to the Base Salary that would have been paid to Mr. Wang for the remainder of the Initial Term or Renewal Term within 10 days
of the termination; (iii) any grant of equity made to Mr. Wang, to the extent not vested, will automatically vest; and (iv) both parties’
rights and obligations will cease, other than rights or obligations that arose prior to the termination date or in connection with the
termination. Should Mr. Wang terminate the Employment Agreement with good reason, then he will be entitled to the benefits payable to
him as if the Employment Agreement had been terminated without cause. If Mr. Wang terminates the Employment Agreement without good reason,
then he will be entitled to the benefits payable to him as if the Employment Agreement had been terminated with cause.
With regards to intellectual property, Mr. Wang
has agreed that any work product resulting from the Employment Agreement will be the sole and exclusive property of NGTF and has irrevocably
assigned all right, title and interest worldwide in and to any work product to NGTF. NGTF may also sublicense any work product resulting
from the Employment Agreement.
|
| X |
- DefinitionThe entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-2
Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-5
Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-6
Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2
Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2
Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483326/850-10-50-1
Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(g)(3))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-1
Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(c))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-1
Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(e))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-1
Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org/850/tableOfContent
Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483326/850-10-50-6
Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483326/850-10-50-1
Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483326/850-10-50-1
| Name: |
us-gaap_RelatedPartyTransactionsDisclosureTextBlock |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
dtr-types:textBlockItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
v3.24.4
Income Tax
|
12 Months Ended |
Jun. 30, 2024 |
|---|
| Income Taxes [Abstract] |
|
| Income Tax |
14. Income Tax
A reconciliation of the statutory income tax rates
and the Company’s effective tax rate is as follows:
| | |
June 30, | |
| | |
2024 | | |
2023 | |
| Statutory U.S. federal rate | |
| (21.00 | )% | |
| (21.00 | )% |
| State income taxes (net of federal tax benefit) | |
| (6.50 | )% | |
| (6.50 | )% |
| Permanent differences | |
| 20.6 | % | |
| 11.9 | % |
| Valuation allowance | |
| (35.1 | )% | |
| (26.4 | )% |
| | |
| 0.0 | % | |
| 0.0 | % |
The tax effects of the temporary differences and carry forwards that
give rise to deferred tax assets consist of the following:
| | |
June 30, | |
| | |
2024 | | |
2023 | |
| Deferred tax assets: | |
| | |
| |
| Net operating loss carry-forwards | |
$ | 5,825,004 | | |
$ | 4,960,443 | |
| | |
| | | |
| | |
| Valuation allowance | |
| (5,825,004 | ) | |
| (4,960,443 | ) |
| Net deferred tax asset | |
$ | - | | |
$ | - | |
At June 30, 2024 the Company had estimated U.S.
federal net operating losses of approximately $26,590,000, for income tax purposes. $2,614,000 will expire between 2031 and
2037 while the balance of the tax operating loss can be carried forward indefinitely, they are limited in any single year to 80%
of taxable income. For financial reporting purposes, the entire amount of the net deferred tax assets has been offset by a valuation allowance
due to uncertainty regarding the realization of the assets. The net change in the total valuation allowance for the year ended June 30,
2024 was an increase of $1,100,000. The Company follows FASC 740-10-25 P which requires a company to evaluate whether a tax position taken
by the company will “more likely than not” be sustained upon examination by the appropriate tax authority. The Company has
analyzed filing positions in all of the federal and state jurisdictions where it is required to file income tax returns, as well as all
open tax years in these jurisdictions. The Company believes that its income tax filing positions and deductions would be sustained on
audit and does not anticipate any adjustments that would result in a material change to its financial position. Therefore, no reserves
for uncertain income tax positions have been recorded.
The Company may not be able to utilize the net
operating loss carryforwards for its US income taxes in future periods should it experience a change in ownership as defined in Section
382 of the Internal Revenue Code (“IRC”). Under section 382, should the Company experience a more than 50% change
in its ownership over a 3 year period, the Company would be limited based on a formula as defined in the IRC to the amount per year it
could utilize in that year of the net operating loss carryforwards. As of June 30, 2024 and 2023 the Company had not
performed an analysis to determine if the Company was subject to the provisions of Section 382. The Company is subject to U.S. federal
income tax including state and local jurisdictions. Currently, no federal or state income tax returns are under examination by the respective
taxing jurisdictions.
The Company’s accounting policy is to recognize
interest and penalties related to uncertain tax positions in income tax expense. The Company has not accrued interest for any periods.
The Company has not filed its federal and state
income tax returns for the fiscal years ended June 30, 2024, 2023, 2022, 2021, 2020, 2019, 2018, 2017, and 2016, however it believes due
to the reported losses there is no material liability outstanding.
|
| X |
- DefinitionThe entire disclosure for income tax. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12
Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 231
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482663/740-10-55-231
Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12C
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12C
Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12B
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12B
Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 270
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477891/740-270-50-1
Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 6.I.5.Q1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479360/740-10-S99-1
Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-13
Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1
Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org/740/tableOfContent
Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-14
Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-21
Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 17
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-17
Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479360/740-10-S99-2
Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482603/740-30-50-2
| Name: |
us-gaap_IncomeTaxDisclosureTextBlock |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
dtr-types:textBlockItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
v3.24.4
Restatement of Fiscal Year 2023 Financial Statements
|
12 Months Ended |
Jun. 30, 2024 |
|---|
| Accounting Standards Update and Change in Accounting Principle [Abstract] |
|
| Restatement of Fiscal Year 2023 Financial Statements |
15. Restatement of Fiscal Year 2023 Financial Statements
During the current year ended June 30, 2024, management
identified a number of transactions that appeared to have been processed incorrectly in the prior fiscal period ended June 30, 2023. The
impact of these transactions spanned various accounting topics, but were predominantly related to (1) insufficient impairment testing
and provisions for impairment relative to inventory as of the year ended June 30, 2023, resulting in an overstatement of inventory as
of the original report date, (2) timing of recognition of liabilities upon default of certain promissory notes in accordance with certain
financing agreements resulting in an understatement of certain liabilities, and (3) certain other posting errors impacting cash, accounts
receivable and accounts payable. In assessing whether the identified adjustments should be processed as prior period errors or recognized
in the current period, management considered whether the facts that gave rise to the adjustments existed in prior years, or whether those
events only arose due to information that came to light in the current year. The 2023 consolidated Annual Financial Statements and the
consolidated statement of financial position as at June 30, 2023 have been restated to correct the prior period errors. A brief explanation
of errors is provided below, following which an analysis is included of the financial impact on the affected financial statement line
items:
CONSOLIDATED BALANCE SHEETS
| | |
June 30,
2023
(as reported) | | |
Adjustment | | |
Note | | |
June 30,
2023
Restated | |
| ASSETS | |
| | |
| | |
| | |
| |
| Current assets | |
| | |
| | |
| | |
| |
| Cash and cash equivalents | |
$ | 44,187 | | |
$ | 9,162 | | |
| (1) | | |
$ | 53,349 | |
| Accounts receivable | |
| 33,396 | | |
| (4,061 | ) | |
| (1) | | |
| 29,335 | |
| Inventory | |
| 276,202 | | |
| (276,202 | ) | |
| (2) | | |
| - | |
| Other current assets | |
| 92,726 | | |
| - | | |
| | | |
| 92,726 | |
| Total current assets | |
| 446,511 | | |
| (271,101 | ) | |
| | | |
| 175,410 | |
| | |
| | | |
| | | |
| | | |
| | |
| Total assets | |
$ | 446,511 | | |
$ | (271,101 | ) | |
| | | |
$ | 175,410 | |
| | |
| | | |
| | | |
| | | |
| | |
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |
| | | |
| | | |
| | | |
| | |
| | |
| | | |
| | | |
| | | |
| | |
| Current liabilities | |
| | | |
| | | |
| | | |
| | |
| Accounts payable and accrued liabilities | |
| 604,516 | | |
| (10,086 | ) | |
| (1) | | |
| 594,430 | |
| Accounts payable and accrued liabilities - related party | |
| 101,876 | | |
| - | | |
| | | |
| 101,876 | |
| Convertible notes payable - net of discounts | |
| 1,491,719 | | |
| 57,647 | | |
| (3) | | |
| 1,549,366 | |
| Total current liabilities | |
| 2,198,111 | | |
| 47,561 | | |
| | | |
| 2,245,672 | |
| | |
| | | |
| | | |
| | | |
| | |
| Total liabilities | |
| 2,198,111 | | |
| 47,561 | | |
| | | |
| 2,245,672 | |
| | |
| | | |
| | | |
| | | |
| | |
| Stockholders’ equity (deficit) | |
| | | |
| | | |
| | | |
| | |
| Series A Stock, $0.001 par value, 1,000,000 shares authorized 1,000 issued and outstanding as of June 30, 2023 | |
| 1 | | |
| - | | |
| | | |
| 1 | |
| Series B Stock, $0.001 par value, 5,000 shares authorized 1,950 issued and outstanding as of June 30, 2023 | |
| 2 | | |
| | | |
| | | |
| 2 | |
| Common stock, $0.001 par value, 200,000,000 shares authorized 123,587,968 issued and outstanding as of June 30, 2023 | |
| 123,588 | | |
| - | | |
| | | |
| 123,588 | |
| Additional paid in capital | |
| 33,112,935 | | |
| - | | |
| | | |
| 33,112,935 | |
| Accumulated deficit | |
| (34,988,126 | ) | |
| (318,662 | ) | |
| (1)~(3) | | |
| (35,306,788 | ) |
| Total Stockholders’ Equity (Deficit) | |
| (1,751,600 | ) | |
| (318,662 | ) | |
| | | |
| (2,070,262 | ) |
| Total Liabilities and Stockholders’ Equity (Deficit) | |
$ | 446,511 | | |
$ | (271,101 | ) | |
| | | |
$ | 175,410 | |
CONSOLIDATED STATEMENTS OF OPERATIONS
| | |
June 30,
2023
(As reported) | | |
Adjustment | | |
| | |
June 30,
2023
Restated | |
| Revenues, net of slotting and promotion | |
$ | 133,406 | | |
$ | - | | |
| | | |
$ | 133,406 | |
| | |
| | | |
| | | |
| | | |
| | |
| Operating expenses | |
| | | |
| | | |
| | | |
| | |
| Cost of product sold | |
| 279,277 | | |
| (1,434 | ) | |
| (1) | | |
| 277,843 | |
| Advertising and promotional | |
| 166,656 | | |
| (21,797 | ) | |
| (1) | | |
| 144,859 | |
| Selling, general and administrative expense | |
| 542,803 | | |
| 295,610 | | |
| (2) | | |
| 838,413 | |
| Professional fees | |
| 954,918 | | |
| (13,678 | ) | |
| (1) | | |
| 941,240 | |
| Total operating expenses | |
| 1,943,654 | | |
| 258,701 | | |
| | | |
| 2,202,355 | |
| | |
| | | |
| | | |
| | | |
| | |
| Loss from operations | |
| (1,810,198 | ) | |
| (258,701 | ) | |
| | | |
| (2,068,949 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Other income (expense) | |
| | | |
| | | |
| | | |
| | |
| Interest expense - debt | |
| (170,505 | ) | |
| (2,264 | ) | |
| (1) | | |
| (172,769 | ) |
| Interest expense – financing cost | |
| (2,141,626 | ) | |
| (57,647 | ) | |
| (3) | | |
| (2,199,273 | ) |
| Amortization of debt discount | |
| (1,265,893 | ) | |
| - | | |
| | | |
| (1,265,893 | ) |
| Gain (loss) on debt extinguishment | |
| (361,500 | ) | |
| - | | |
| | | |
| (361,500 | ) |
| Total other income (expense) | |
| (3,939,524 | ) | |
| (59,911 | ) | |
| | | |
| (3,999,435 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Net (loss) | |
$ | (5,749,722 | ) | |
$ | (318,612 | ) | |
| | | |
$ | (6,068,384 | ) |
Adjustments
The following is a description
of the areas in which the errors were identified and for which we made correcting adjustments to our June 30, 2023 Consolidated Financial
Statements. The associated income tax expense or benefit has also been corrected.
| (1) | Correction of Errors – Correction to certain identified
posting errors with respect to the posting of an allowance for doubtful accounts, a balancing error between Nightfood Inc. and subsidiary
Nightfood Holding, Inc. bank transfers resulting in an understatement of the consolidated cash balance at year end, a correction of overstated
advertising and promotional fees, overstated professional fees and overstated costs of goods sold, as well as an understatement of certain
interest expenses on certain loans payable. |
| (2) | Impairment of inventory – Identification and correction
of errors related to the insufficient analysis of inventory balances at June 30, 2023 including provisions for impairment, and write
down of spoiled and obsolete inventory. Based on analysis of various factors, management determined inventory was fully impaired at June
30, 2023. |
| (3) | Addition of default interest to reflect terms of certain notes
unpaid at maturity – Correction to interest expenses as a result of the impact of default provisions on certain notes payable which
corrected previously understated interest expense. |
|
| X |
- References
+ Details
| Name: |
us-gaap_NewAccountingPronouncementsAndChangesInAccountingPrinciplesAbstract |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:stringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionThe entire disclosure for change in accounting principle. Includes, but is not limited to, nature, reason, and method of adopting amendment to accounting standards or other change in accounting principle. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147476173/280-10-65-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)(4)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-1
Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 105
-SubTopic 10
-Name Accounting Standards Codification
-Section 65
-Paragraph 7
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479343/105-10-65-7
Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 805
-SubTopic 60
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147476176/805-60-65-1
Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 848
-SubTopic 10
-Name Accounting Standards Codification
-Section 65
-Paragraph 2
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483550/848-10-65-2
Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 323
-Name Accounting Standards Codification
-Section 65
-Paragraph 2
-Subparagraph (g)(2)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478666/740-323-65-2
Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 323
-Name Accounting Standards Codification
-Section 65
-Paragraph 2
-Subparagraph (g)(4)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478666/740-323-65-2
Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 323
-Name Accounting Standards Codification
-Section 65
-Paragraph 2
-Subparagraph (g)(1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478666/740-323-65-2
Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 848
-SubTopic 10
-Name Accounting Standards Codification
-Section 65
-Paragraph 2
-Subparagraph (d)(1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483550/848-10-65-2
Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 848
-SubTopic 10
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (e)(1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483550/848-10-65-1
Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 40
-Name Accounting Standards Codification
-Section 65
-Paragraph 2
-Subparagraph (g)(2)(i)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480016/944-40-65-2
Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 40
-Name Accounting Standards Codification
-Section 65
-Paragraph 2
-Subparagraph (g)(2)(ii)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480016/944-40-65-2
Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 40
-Name Accounting Standards Codification
-Section 65
-Paragraph 2
-Subparagraph (g)(2)(iii)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480016/944-40-65-2
Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 40
-Name Accounting Standards Codification
-Section 65
-Paragraph 2
-Subparagraph (g)(2)(iv)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480016/944-40-65-2
Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 40
-Name Accounting Standards Codification
-Section 65
-Paragraph 2
-Subparagraph (h)(2)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480016/944-40-65-2
Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 5
-Subparagraph (SAB Topic 11.M.Q2)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480530/250-10-S99-5
Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 20
-Name Accounting Standards Codification
-Section 65
-Paragraph 6
-Subparagraph (i)(1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480528/815-20-65-6
Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-1
Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 326
-SubTopic 10
-Name Accounting Standards Codification
-Section 65
-Paragraph 4
-Subparagraph (e)(1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479654/326-10-65-4
Reference 20: http://www.xbrl.org/2003/role/disclosureRef
-Topic 326
-SubTopic 10
-Name Accounting Standards Codification
-Section 65
-Paragraph 4
-Subparagraph (e)(2)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479654/326-10-65-4
Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Topic 926
-SubTopic 20
-Name Accounting Standards Codification
-Section 65
-Paragraph 2
-Subparagraph (f)(1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483194/926-20-65-2
Reference 22: http://www.xbrl.org/2003/role/disclosureRef
-Topic 926
-SubTopic 20
-Name Accounting Standards Codification
-Section 65
-Paragraph 2
-Subparagraph (f)(2)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483194/926-20-65-2
Reference 23: http://www.xbrl.org/2003/role/disclosureRef
-Topic 926
-SubTopic 20
-Name Accounting Standards Codification
-Section 65
-Paragraph 2
-Subparagraph (f)(3)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483194/926-20-65-2
Reference 24: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480530/250-10-S99-6
Reference 25: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (c)(1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-1
Reference 26: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)(1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-1
Reference 27: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
-Topic 250
-Publisher FASB
-URI https://asc.fasb.org/250/tableOfContent
Reference 28: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (e)(1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480175/815-40-65-1
| Name: |
us-gaap_NewAccountingPronouncementsAndChangesInAccountingPrinciplesTextBlock |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
dtr-types:textBlockItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
v3.24.4
Subsequent Events
|
12 Months Ended |
Jun. 30, 2024 |
|---|
| Subsequent Events [Abstract] |
|
| Subsequent Events |
16. Subsequent Events
On July 22, 2024, the Company and Fourth Man,
LLC (“Noteholder”) entered into a letter agreement to amend that certain promissory note in the principal amount of $65,000
issued on June 29, 2023, as amended February 1, 2024 (“Note”) and that certain promissory note in the principal amount of
$60,000 issued on August 28, 2023, as amended February 1, 2024 (“Subsequent Note”, together with the Note, the “Notes”)
issued by the Company to the Noteholder, effective as of July 23, 2024.
During the period beginning on July 23, 2024,
and continuing through the new maturity date of January 23, 2025, the amendment removed the right to the adjustment to the conversion
price of the Notes to the price per share specified in Section 3.21 of the Notes. In exchange for the amendments under the letter agreement,
the Company agreed to increase the total outstanding principal and accrued interest of the Notes and to issue 1,667 shares of Series D
Preferred Stock of the Company to the Noteholder.
On September 10, 2024, the Company announced the
closing of its strategic all-stock acquisition of SWC Group Inc., doing business as CarryoutSupplies.com (“CarryOut”). CarryOut
is a leading wholesaler and distributor of custom takeout packaging for the foodservice industry, with traditional, biodegradable and
compostable options. Subsequently, on December 10, 2024 the Company, Future Hospitality Ventures Holdings, Inc., SWC Group, Inc., and
Sugarmade, Inc. entered into and amendment (the “Amendment”) which modified certain terms of the Share Exchange Agreement
dated September 4, 2024 (the “Agreement”). The Amendment modifies the method for calculating the number of shares to be issued
under the Agreement. Under the revised terms, the share issuance will be determined based on the 90-day Volume Weighted Average Price
(VWAP) of the Company’s common stock as of December 4, 2024. As of the date of this report the transaction had not yet closed.
On September 23, 2024, we raised additional gross
proceeds, net of original issuance discount, of $335,750 through the issuance of secured notes payable
On October 1, 2024 the Company announced that
it has signed a Letter of Intent (LOI) to acquire Stratford Education Group Inc., doing business as the Los Angeles Cooking School. The
Company’s relationship with Stratford at this time is that of a joint venture and the acquisition is now anticipated to complete
in the second half of calendar 2025 to allow time for some financial and operational restructuring within Stratford prior to acquisition.
On November 27, 2024, the Board of Directors accepted
the resignations of Dr. Thanuja Hamilton and Ms. Nisa Amoils from the Board, effective immediately.
Subsequent to the year ended June 30, 2024 Company issued 50,000 shares
of its common stock as part of a debt settlement arrangement with a vendor.
The Company has evaluated events for the period
through the date of the issuance of these financial statements and determined that there are no additional events requiring disclosure.
|
| X |
- References
+ Details
| Name: |
us-gaap_SubsequentEventsAbstract |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:stringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionThe entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 855
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org/855/tableOfContent
Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 855
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483399/855-10-50-2
| Name: |
us-gaap_SubsequentEventsTextBlock |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
dtr-types:textBlockItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
v3.24.4
| X |
- ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-K
-Number 229
-Section 402
-Subsection v
-Paragraph 1
| Name: |
ecd_PvpTable |
| Namespace Prefix: |
ecd_ |
| Data Type: |
xbrli:stringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionThe portion of profit or loss for the period, net of income taxes, which is attributable to the parent. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-6
Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-9
Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 805
-SubTopic 60
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147476176/805-60-65-1
Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 323
-Name Accounting Standards Codification
-Section 65
-Paragraph 2
-Subparagraph (g)(3)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478666/740-323-65-2
Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(20))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483621/220-10-S99-2
Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(g)(1)(ii))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1
Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 323
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481687/323-10-50-3
Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 825
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 28
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482907/825-10-50-28
Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482765/220-10-50-6
Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-3
Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)(2)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-1
Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480175/815-40-65-1
Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 8
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-8
Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 11
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-11
Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 11
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-11
Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-4
Reference 17: http://www.xbrl.org/2003/role/exampleRef
-Topic 946
-SubTopic 830
-Name Accounting Standards Codification
-Section 55
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479168/946-830-55-10
Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section 45
-Paragraph 7
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479105/946-220-45-7
Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(18))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477250/944-220-S99-1
Reference 20: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(9))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-1
Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.6-09(1)(d))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-3
Reference 22: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(i))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A
Reference 23: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(ii))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A
Reference 24: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iii)(A))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A
Reference 25: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iv))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A
Reference 26: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(5))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A
Reference 27: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(i))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B
Reference 28: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(A))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B
Reference 29: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(B))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B
Reference 30: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iv))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B
Reference 31: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(5))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B
Reference 32: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 60B
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482689/260-10-45-60B
Reference 33: http://www.xbrl.org/2003/role/disclosureRef
-Topic 205
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 7
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483499/205-20-50-7
Reference 34: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 230
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 28
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482740/230-10-45-28
Reference 35: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 1A
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482790/220-10-45-1A
Reference 36: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 1B
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482790/220-10-45-1B
Reference 37: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 942
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(22))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478524/942-220-S99-1
| Name: |
us-gaap_NetIncomeLoss |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
credit |
| Period Type: |
duration |
|
v3.24.4
Insider Trading Arrangements
|
12 Months Ended |
Jun. 30, 2024 |
|---|
| Trading Arrangements, by Individual |
|
| Material Terms of Trading Arrangement |
On November 27, 2024, the Board of Directors accepted
the resignations of Dr. Thanuja Hamilton and Ms. Nisa Amoils from the Board, effective immediately. The resignations were submitted to
facilitate the allocation of two Board seats to SWC Group, Inc. (“SWC”) in connection with the Company’s recent acquisition
of SWC. Neither Dr. Hamilton nor Ms. Amoils resigned due to any disagreement with the Company on any matter relating to its operations,
policies, or practices. On September 23, 2024, the Company entered into
a Senior Secured Promissory Note (the “Mast Hill Note”) with Mast Hill. Under the terms of the Mast Hill Note, the Company
received $402,050.00 in proceeds, which includes an original issue discount of $70,950.00, bringing the total principal amount to $473,000.00.
The Mast Hill Note accrues interest at an annual rate of fifteen percent (15%), with a maturity date of September 23, 2025. The Mast Hill Note includes a conversion feature
whereby the principal amount and any accrued interest (including default interest, if applicable) may be converted into shares of the
Company’s Common Stock at a conversion price of $0.033 per share, subject to adjustment as specified in the Mast Hill Note. Should
any amount under the Mast Hill Note remain unpaid after the maturity date or upon a default, the Mast Hill Note stipulates a default interest
rate of the lesser of twenty-four percent (24%) per annum or the maximum amount permitted by law. Interest, including any potential default
interest, is calculated based on a 365-day year and actual days elapsed.
|
| Rule 10b5-1 Arrangement Adopted |
false
|
| Non-Rule 10b5-1 Arrangement Adopted |
false
|
| Rule 10b5-1 Arrangement Terminated |
false
|
| Non-Rule 10b5-1 Arrangement Terminated |
false
|
| X |
- ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-K
-Number 229
-Section 408
-Subsection a
-Paragraph 1
| Name: |
ecd_MtrlTermsOfTrdArrTextBlock |
| Namespace Prefix: |
ecd_ |
| Data Type: |
dtr-types:textBlockItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-K
-Number 229
-Section 408
-Subsection a
-Paragraph 1
| Name: |
ecd_NonRule10b51ArrAdoptedFlag |
| Namespace Prefix: |
ecd_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-K
-Number 229
-Section 408
-Subsection a
-Paragraph 1
| Name: |
ecd_NonRule10b51ArrTrmntdFlag |
| Namespace Prefix: |
ecd_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-K
-Number 229
-Section 408
-Subsection a
-Paragraph 1
| Name: |
ecd_Rule10b51ArrAdoptedFlag |
| Namespace Prefix: |
ecd_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-K
-Number 229
-Section 408
-Subsection a
-Paragraph 1
| Name: |
ecd_Rule10b51ArrTrmntdFlag |
| Namespace Prefix: |
ecd_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-K
-Number 229
-Section 408
-Subsection a
-Paragraph 2
-Subparagraph A
| Name: |
ecd_TradingArrByIndTable |
| Namespace Prefix: |
ecd_ |
| Data Type: |
xbrli:stringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
v3.24.4
Accounting Policies, by Policy (Policies)
|
12 Months Ended |
Jun. 30, 2024 |
|---|
| Summary of Significant Accounting Policies [Abstract] |
|
| Use of Estimates |
Use of Estimates
| |
● |
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Estimates are used in the determination of depreciation and amortization, the valuation for non-cash issuances of common stock, and the website, income taxes and contingencies, valuing convertible preferred stock for a “beneficial conversion feature” (“BCF”) and warrants among others. |
|
| Cash and Cash Equivalents |
Cash and Cash Equivalents | | ● | The Company classifies as cash and cash equivalents amounts on deposit in the banks and cash temporarily in various instruments with original maturities of three months or less at the time of purchase. The Company places its cash and cash equivalents on deposit with financial institutions in the United States. The Federal Deposit Insurance Corporation (“FDIC”) covers $250,000 for substantially all depository accounts. The Company from time to time may have amounts on deposit in excess of the insured limits. |
|
| Business Combinations |
Business Combinations
| |
● |
The Company accounts for business combinations using the purchase method of accounting. The purchase method requires the Company to determine the fair value of all acquired assets, including identifiable intangible assets and all assumed liabilities. The total cost of acquisitions is allocated to the underlying identifiable net assets, based on their respective estimated fair values. Determining the fair value of assets acquired and liabilities assumed requires management’s judgment and the utilization of independent valuation experts, and often involves the use of significant estimates and assumptions, including assumptions with respect to future cash inflows and outflows, discount rates and asset lives, among other items. |
|
| Goodwill and Intangibles |
Goodwill and Intangibles
| |
● |
Goodwill represents the excess of the purchase price over the fair market value of the net assets (including intangibles) acquired on February 2, 2024 respectively and includes the value of indefinite lived intangible assets resulting from noncontractual customer relationships. The Company has implemented the Business Combinations Topic of the Financial Accounting Standards Board Accounting Standards Codification (“ASC”) 350, Intangibles - Goodwill and Other. Goodwill is deemed to have an indefinite life. Goodwill and indefinite life intangible assets are not amortized but are subject to, at a minimum, annual impairment tests. The Company expenses costs to maintain or extend intangible assets as incurred. |
The Company reviews intangible assets for impairment
when events or changes in circumstances indicate the carrying amount may not be recoverable. We measure the recoverability of these assets
by comparing the carrying amounts to the future undiscounted cash flows that the assets are expected to generate. If the carrying value
of the assets are not recoverable, the impairment recognized is measured as the amount by which the carrying value of the asset exceeds
its fair value. There were no impairments for the periods presented. The Company tests goodwill for impairment at least
annually, or more frequently if events or changes in circumstances indicate that the asset may be impaired. There were no goodwill impairments
for the periods presented.
|
| Long-Lived Assets |
Long-Lived Assets
| |
● |
The Company evaluates the recoverability of its long-lived assets for impairment, other than goodwill, whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to undiscounted future net cash flows expected to be generated by the assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Fair value estimates are based on assumptions concerning the amount and timing of estimated future cash flows. The Company had no long-lived asset impairments as of June 30, 2024 and June 30, 2023. |
|
| Inventories |
Inventories | | ● | Inventories consisting of packaged food items and supplies are stated at the lower of cost (FIFO) or net realizable value, including provisions for spoilage commensurate with known or estimated exposures which are recorded as a loss on write down of inventory during the period spoilage is incurred as a part of selling, general and administrative expenses. The Company has no minimum purchase commitments with its vendors. During the fiscal year ended June 30, 2024 and 2023 the Company wrote down inventory balances by $4,803 and $416,701, as a result of damage, loss, spoilage, and obsolescence. Expenses related to inventory impairments are included in Selling, General and Administrative expenses on the Company’s statements of profit and loss. |
|
| Advertising Costs |
Advertising Costs | | ● | Advertising costs are expensed when incurred and are included in advertising and promotional expense in the accompanying statements of operations. Although not traditionally thought of by many as “advertising costs”, the Company includes expenses related to graphic design work, package design, website design, domain names, and product samples in the category of “advertising costs”. The Company recorded advertising costs of $56,664 and $144,859 for the fiscal years ended June 30, 2024 and 2023, respectively. |
|
| Income Taxes |
Income Taxes
| |
● |
The Company has not generated any taxable income, and, therefore, no provision for income taxes has been provided. Deferred income taxes are reported for timing differences between items of income or expense reported in the financial statements and those reported for income tax purposes in accordance with FASB Topic 740, “Accounting for Income Taxes”, which requires the use of the asset/liability method of accounting for income taxes. Deferred income taxes and tax benefits are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and for tax loss and credit carry-forwards. 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 be recovered or settled. The Company provides for deferred taxes for the estimated future tax effects attributable to temporary differences and carry-forwards when realization is more likely than not. |
| |
● |
A valuation allowance has been recorded to fully offset the deferred tax asset even though the Company believes it is more likely than not that the assets will be utilized |
| |
● |
The Company’s effective tax rate differs from the statutory rates associated with taxing jurisdictions because of permanent and temporary timing differences as well as a valuation allowance. |
|
| Revenue Recognition |
Revenue Recognition The Company accounts for revenue in accordance
with Accounting Standards Updated ASU 2014-09 Revenue from Contracts with Customers and all subsequent amendments to the ASU (collectively,
“ASC 606”). The Company recognizes revenue in accordance with ASC 606, the core principle of which is that an entity should
recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which
the entity expects to be entitled to receive in exchange for those goods or services. To achieve this core principle, five basic criteria
must be met before revenue can be recognized: (1) identify the contract with a customer; (2) identify the performance obligations in the
contract; (3) determine the transaction price; (4) allocate the transaction price to performance obligations in the contract; and (5)
recognize revenue when or as the Company satisfies a performance obligation. Through the fiscal years ended June 30, 2024,
and 2023, the Company generated revenues from sales generated in operating subsidiary Nightfood, Inc. and the sale of ice-cream and cookie
products to customers and distributors using (i) Nightfood.com on the Shopify eCommerce platform (Direct to Consumer); and (ii) third
party distributors. Sales focus in the most recent quarter ended June 30, 2024, has shifted entirely to direct-to-consumer as the Company
is focused on its newly developed cookie products. Wholesale ice-cream production and sales have been discontinued and might resume if
and when direct-to-consumer scale is achieved. The Subsidiary considers its performance obligations satisfied upon shipment of the purchased
products to the customer with respect to sales processed by third party fulfilment centers and retail locations, and delivery of the product
for sales made to distributors or direct to end user via eCommerce portals. The Subsidiary has made a policy election to treat shipping
and handling as costs to fulfill the contract, and as a result, any fees received from customers are included in the transaction price
allocated to the performance obligation of providing goods with a corresponding amount accrued within cost of sales for amounts paid to
applicable carriers. Due to the nature of Nightfood’s products, the company does not accept returns of its snacks. Refunds to consumers
are issued under certain circumstances, but product returns are not typically accepted. During the year ended June 30, 2024, the Company
did not earn any revenue associated with its operations in the Robots-as-a-Service (RaaS) space
|
| Disaggregated Revenues |
Disaggregated Revenues The Company is currently earning revenues from
a single product line with sales of its cookie products through subsidiary Nightfood, Inc. and therefore has not presented disaggregated
revenues.
|
| Concentration of Credit Risk |
Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations
of credit risk consist principally of cash deposits at financial institutions. At various times during the year, the Company may exceed
the federally insured limits. To mitigate this risk, the Company places its cash deposits only with high credit quality institutions.
Management believes the risk of loss is minimal. At June 30, 2024 and June 30, 2023, the Company did not have any uninsured cash deposits.
|
| Deemed Dividend – Series B Preferred Stock Warrants: |
Deemed Dividend – Series B Preferred Stock Warrants: Each share of the Company’s Series B Preferred
Stock, par value $0.001 per share (the “B Preferred” or “B Preferred Stock”) has a liquidation preference
of $1,000 and has no voting rights except as to matters pertaining to the rights and privileges of the B Preferred. Each share
of B Preferred is convertible at the option of the holder thereof into (i) 5,000 shares of the Registrant’s common stock (one
share for each $0.20 of liquidation preference) (the “Conversion Shares”) and (ii) 5,000 common stock purchase warrants, expiring
April 16, 2026 (the “Warrants”). The Warrants carried an initial exercise price of $0.30 per share. Subsequent financing events
and debt extinguishment resulted in adjustments to the exercise price of all warrants created from conversion of B Preferred from $0.30
per share to approximately $0.10416 per share through June 30, 2024. The exercise price of these warrants can continue to adjust
as the result of subsequent financing events and stock transactions. These adjustments can result in an exercise price that is either
higher, or lower, than the price as of June 30, 2024. The value of the deemed dividend was approximately
$4.4 million as of June 30, 2022. During the year ended June 30, 2023 the Company recorded an additional deemed dividend of
approximately $1.1 million in relation to the B Preferred stock and downward price adjustments to certain warrants. During the fiscal
year ended June 30, 2024 the Company recorded a further deemed dividend of approximately $84,106 in relation to the B Preferred stock
and downward price adjustments to certain warrants.
|
| Debt Issue Costs |
Debt Issue Costs
| |
● |
The Company may pay debt issue costs in connection with raising funds through the issuance of debt whether convertible or not or with other consideration. These costs are recorded as debt discounts and are amortized over the life of the debt to the statement of operations. |
|
| Equity Issuance Costs |
Equity Issuance Costs
| |
● |
The Company accounts for costs related to the issuance of equity as a charge to Paid in Capital and records the equity transaction net of issuance costs. |
|
| Original Issue Discount |
Original Issue Discount
| |
● |
If debt is issued with an original issue discount, the original issue discount is recorded to debt discount, reducing the face amount of the note and is amortized over the life of the debt to the statement of operations as interest expense. If a conversion of the underlying debt occurs, a proportionate share of the unamortized amounts is immediately expensed. |
|
| Stock Settled Debt |
Stock Settled Debt
| |
● |
In certain instances, the Company will issue convertible notes which contain a provision in which the price of the conversion feature is priced at a fixed discount to the trading price of the Company’s common shares as traded in the over-the-counter market. In these instances, the Company records a liability, in addition to the principal amount of the convertible note, as stock-settled debt for the fixed value transferred to the convertible note holder from the fixed discount conversion feature. |
|
| Stock-Based Compensation |
Stock-Based Compensation
| |
● |
The Company accounts for share-based awards issued to employees in accordance with FASB ASC 718. Accordingly, employee share-based payment compensation is measured at the grant date, based on the fair value of the award, and is recognized as an expense over the requisite service period. Additionally, share-based awards to non-employees are expensed over the period in which the related services are rendered at their fair value. The Company applies ASC 718, “Equity Based Payments to Non-Employees”, with respect to options and warrants issued to non-employees. |
|
| Customer Concentration |
Customer Concentration | | ● | During fiscal 2024 our customers consist primarily of individual product purchases via our website or via third party reseller sites such as Tik Tok. In fiscal 2023 our customers consisted primarily of distributors that sell snack products to hotels and supermarkets. In the year ended June 30, 2023, we had one customer that accounted for 42% of our Gross Sales. One other customer accounted for 29% and two others each accounted for between 7% and 10%. In the fiscal year ended June 30, 2024, we had no customer which accounted for more than 10% of gross sales. |
|
| Vendor Concentration |
Vendor Concentration | | ● | During the year ended June 30, 2024, one vendor accounted for approximately 70% of our cost of goods sold. During the year ended June 30, 2023, three vendors accounted for approximately 72% of our costs of goods sold. |
|
| Receivables Concentration |
Receivables Concentration | ● | As of June 30, 2024, the Company had receivables due from nine customers. One accounted for 62% of the total balance, and three of the others each accounted for between 15% and 17% of the outstanding balance. As of June 30, 2023, the Company had receivables due from nine customers, one of whom accounted for over 56% of the outstanding balance. Three of the others each accounted for between 10% and 14% of the outstanding balance. |
|
| Fair Value of Financial Instruments |
Fair Value of Financial Instruments
| |
● |
Cash and Equivalents, Receivables, Other Current Assets, Short-Term Debt, Accounts Payable, Accrued and Other Current Liabilities. |
| |
● |
The carrying amounts of these items approximated fair value. |
| |
● |
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. To increase the comparability of fair value measures, Financial Accounting Standards Board ASC Topic 820-10-35 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurements). |
| Level 1 — |
Valuations based on quoted prices for identical assets and liabilities in active markets. |
| Level 2 — |
Valuations based on observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data. |
| Level 3 — |
Valuations based on unobservable inputs reflecting our own assumptions, consistent with reasonably available assumptions made by other market participants. These valuations require significant judgment. |
At June 30, 2024 and June 30, 2023, the Company had no outstanding
derivative liabilities.
|
| Income/Loss Per Share |
Income/Loss Per Share
| |
● |
In accordance with ASC Topic 260 – Earnings Per Share, the basic loss per common share is computed by dividing net loss available to common stockholders by the weighted average number of common stock outstanding. Diluted loss per common share is computed similar to basic loss per common share except that the denominator is increased to include the number of additional shares of common stock that would have been outstanding if the potential common stock had been issued and if the additional shares of common stock were dilutive. Potential common stock consists of the incremental common stock issuable upon convertible notes, stock options and warrants, and classes of shares with conversion features. The computation of basic loss per share for the fiscal years ended June 30, 2024 and 2023 excludes potentially dilutive securities because their inclusion would be antidilutive. As a result, the computations of net loss per share for each period presented is the same for both basic and fully diluted losses per share. |
|
| Restatement of Previously Issued Financial Statements |
| Restatement of Previously Issued Financial Statements | Our Consolidated Balance
Sheet as of June 30, 2023 and our Consolidated Statements of Operations, Consolidated Statements of Shareholders’ Equity (Deficit)
and our Consolidated Statements of Cash Flows for the fiscal year ended June 30, 2023 has been restated for errors made with regard to
inventory impairment, allowance for doubtful accounts, cash balances, accounts payable and accrued liabilities, interest expense with
respect to certain default provisions in promissory notes past maturity and certain other accounts including costs of goods sold, professional
fees and advertising and promotional expenses. Refer to Note 15 herein.
|
| Reclassification |
Reclassification
| |
● |
The Company may occasionally make certain reclassifications to prior period amounts to conform with
the current year’s presentation. Such reclassifications would not have a material effect on its consolidated statement of
financial position, results of operations or cash flows. |
|
| Recent Accounting Pronouncements |
Recent Accounting Pronouncements
| |
● |
In November 2023, the FASB issued Accounting Standards Update 2023-07, Segment Reporting—Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which requires incremental disclosures related to a public entity’s reportable segments. Required disclosures include, on an annual and interim basis, significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss, an amount for other segment items (which is the difference between segment revenue less segment expenses and less segment profit or loss) and a description of its composition, the title and position of the CODM, and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. The standard also permits disclosure of more than one measure of segment profit. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. We are evaluating the impact of adopting ASU 2023-07on our financial statements. |
| |
● |
In December 2023, the FASB issued Accounting Standards Update 2023-09, Improvements to Income Tax Disclosures (“ASU 2023-09”), which requires public entities on an annual basis to (1) disclose specific categories in the rate reconciliation and (2) provide additional information for reconciling items that meet a quantitative threshold (if the effect of those reconciling items is equal to or greater than 5 percent of the amount computed by multiplying pretax income or loss by the applicable statutory income tax rate). ASU 2023-09 is effective for fiscal years beginning after December 15, 2025. We are evaluating the impact of adopting ASU 2023-09 on our financial statements. |
| |
● |
In March 2024, the SEC adopted the final rule under SEC Release No. 33-11275, The Enhancement and Standardization of Climate Related Disclosures for Investors, which requires registrants to disclose climate-related information in registration statements and annual reports. The new rules would be effective for annual reporting periods beginning in fiscal year 2025. However, in April 2024, the SEC exercised its discretion to stay these rules pending the completion of judicial review of certain consolidated petitions with the United States Court of Appeals for the Eighth Circuit in connection with these rules. We are evaluating the impact the adoption of this rule, if any, on our financial statements. |
|
| X |
- References
+ Details
| Name: |
ngtf_CustomerConcentrationPolicyTextBlock |
| Namespace Prefix: |
ngtf_ |
| Data Type: |
dtr:textBlockItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionDisclosure of accounting policy for deemed dividend.
| Name: |
ngtf_DeemedDividendPolicyTextBlock |
| Namespace Prefix: |
ngtf_ |
| Data Type: |
dtr:textBlockItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- References
+ Details
| Name: |
ngtf_DisaggregatedRevenuesPolicyTextBlock |
| Namespace Prefix: |
ngtf_ |
| Data Type: |
dtr:textBlockItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionThe disclosure of accounting policy for equity issuance costs.
| Name: |
ngtf_EquityIssuanceCostsPolicyTextBlock |
| Namespace Prefix: |
ngtf_ |
| Data Type: |
dtr:textBlockItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionDisclosure of accounting policy for original issue discount.
| Name: |
ngtf_OriginalIssueDiscountPolicyTextBlock |
| Namespace Prefix: |
ngtf_ |
| Data Type: |
dtr:textBlockItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionDisclosure of accounting policy for receivables concentration.
| Name: |
ngtf_ReceivablesConcentrationPolicyTextBlock |
| Namespace Prefix: |
ngtf_ |
| Data Type: |
dtr:textBlockItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionDisclosure of restatement of previously issued financial statements.
| Name: |
ngtf_RestatementOfPreviouslyIssuedFinancialStatementsPolicyTextBlock |
| Namespace Prefix: |
ngtf_ |
| Data Type: |
dtr:textBlockItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- References
+ Details
| Name: |
ngtf_StockSettledDebtPolicyTextBlock |
| Namespace Prefix: |
ngtf_ |
| Data Type: |
dtr:textBlockItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionDisclosure of accounting policy for vendor concentration.
| Name: |
ngtf_VendorConcentrationPolicyTextBlock |
| Namespace Prefix: |
ngtf_ |
| Data Type: |
dtr:textBlockItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- References
+ Details
| Name: |
us-gaap_AccountingPoliciesAbstract |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:stringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionDisclosure of accounting policy for advertising cost. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-SubTopic 35
-Topic 720
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483406/720-35-50-1
| Name: |
us-gaap_AdvertisingCostsPolicyTextBlock |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
dtr-types:textBlockItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionDisclosure of accounting policy for completed business combinations (purchase method, acquisition method or combination of entities under common control). This accounting policy may include a general discussion of the purchase method or acquisition method of accounting (including for example, the treatment accorded contingent consideration, the identification of assets and liabilities, the purchase price allocation process, how the fair values of acquired assets and liabilities are determined) and the entity's specific application thereof. An entity that acquires another entity in a leveraged buyout transaction generally discloses the accounting policy followed by the acquiring entity in determining the basis used to value its interest in the acquired entity, and the rationale for that accounting policy. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 805
-SubTopic 10
-Name Accounting Standards Codification
-Section 05
-Paragraph 4
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479515/805-10-05-4
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 805
-SubTopic 10
-Name Accounting Standards Codification
-Section 05
-Paragraph 4
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479515/805-10-05-4
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 805
-SubTopic 10
-Name Accounting Standards Codification
-Section 05
-Paragraph 4
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479515/805-10-05-4
Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 805
-SubTopic 10
-Name Accounting Standards Codification
-Section 05
-Paragraph 4
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479515/805-10-05-4
| Name: |
us-gaap_BusinessCombinationsPolicy |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
dtr-types:textBlockItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionDisclosure of accounting policy for cash and cash equivalents, including the policy for determining which items are treated as cash equivalents. Other information that may be disclosed includes (1) the nature of any restrictions on the entity's use of its cash and cash equivalents, (2) whether the entity's cash and cash equivalents are insured or expose the entity to credit risk, (3) the classification of any negative balance accounts (overdrafts), and (4) the carrying basis of cash equivalents (for example, at cost) and whether the carrying amount of cash equivalents approximates fair value. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 230
-SubTopic 10
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482913/230-10-50-1
| Name: |
us-gaap_CashAndCashEquivalentsPolicyTextBlock |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
dtr-types:textBlockItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionDisclosure of accounting policy for credit risk. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 942
-SubTopic 825
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478898/942-825-50-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-SubTopic 10
-Topic 275
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482861/275-10-50-1
| Name: |
us-gaap_ConcentrationRiskCreditRisk |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
dtr-types:textBlockItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionDisclosure of accounting policy related to debt. Includes, but is not limited to, debt issuance costs, the effects of refinancings, method of amortizing debt issuance costs and original issue discount, and classifications of debt. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-SubTopic 10
-Topic 470
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481544/470-10-50-1
| Name: |
us-gaap_DebtPolicyTextBlock |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
dtr-types:textBlockItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionDisclosure of accounting policy for computing basic and diluted earnings or loss per share for each class of common stock and participating security. Addresses all significant policy factors, including any antidilutive items that have been excluded from the computation and takes into account stock dividends, splits and reverse splits that occur after the balance sheet date of the latest reporting period but before the issuance of the financial statements. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482662/260-10-50-1
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 50
-Paragraph 1
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482662/260-10-50-1
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482662/260-10-50-2
| Name: |
us-gaap_EarningsPerSharePolicyTextBlock |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
dtr-types:textBlockItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionDisclosure of accounting policy for fair value measurements of financial and non-financial assets, liabilities and instruments classified in shareholders' equity. Disclosures include, but are not limited to, how an entity that manages a group of financial assets and liabilities on the basis of its net exposure measures the fair value of those assets and liabilities.
| Name: |
us-gaap_FairValueMeasurementPolicyPolicyTextBlock |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
dtr-types:textBlockItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionDisclosure of accounting policy for goodwill and intangible assets. This accounting policy also may address how an entity assesses and measures impairment of goodwill and intangible assets. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 30
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org/350-30/tableOfContent
Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org/350-20/tableOfContent
| Name: |
us-gaap_GoodwillAndIntangibleAssetsPolicyTextBlock |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
dtr-types:textBlockItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionDisclosure of accounting policy for recognizing and measuring the impairment of long-lived assets. An entity also may disclose its accounting policy for long-lived assets to be sold. This policy excludes goodwill and intangible assets. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 360
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 5.CC)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480091/360-10-S99-2
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Section 05
-Paragraph 4
-SubTopic 10
-Topic 360
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482338/360-10-05-4
| Name: |
us-gaap_ImpairmentOrDisposalOfLongLivedAssetsPolicyTextBlock |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
dtr-types:textBlockItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionDisclosure of accounting policy for income taxes, which may include its accounting policies for recognizing and measuring deferred tax assets and liabilities and related valuation allowances, recognizing investment tax credits, operating loss carryforwards, tax credit carryforwards, and other carryforwards, methodologies for determining its effective income tax rate and the characterization of interest and penalties in the financial statements. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 20
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-20
Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 19
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-19
Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 25
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482525/740-10-45-25
Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.6-03(h)(1))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479886/946-10-S99-3
Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 17
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-17
Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-9
Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 28
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482525/740-10-45-28
Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482765/220-10-50-1
| Name: |
us-gaap_IncomeTaxPolicyTextBlock |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
dtr-types:textBlockItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionDisclosure of inventory accounting policy for inventory classes, including, but not limited to, basis for determining inventory amounts, methods by which amounts are added and removed from inventory classes, loss recognition on impairment of inventories, and situations in which inventories are stated above cost. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(6)(b))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 330
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483080/330-10-50-1
Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483489/210-10-50-1
Reference 4: http://www.xbrl.org/2003/role/exampleRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483426/235-10-50-4
Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 912
-SubTopic 330
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478411/912-330-50-1
Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 330
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org/330/tableOfContent
Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 330
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483080/330-10-50-4
Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
-Section 45
-Paragraph 6
-Subparagraph (a)
-SubTopic 10
-Topic 270
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482989/270-10-45-6
| Name: |
us-gaap_InventoryPolicyTextBlock |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
dtr-types:textBlockItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionDisclosure of accounting policy pertaining to new accounting pronouncements that may impact the entity's financial reporting. Includes, but is not limited to, quantification of the expected or actual impact.
| Name: |
us-gaap_NewAccountingPronouncementsPolicyPolicyTextBlock |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
dtr-types:textBlockItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionDisclosure of accounting policy for reclassification affecting comparability of financial statement. Excludes amendment to accounting standards, other change in accounting principle, and correction of error. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 205
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483504/205-10-50-1
| Name: |
us-gaap_PriorPeriodReclassificationAdjustmentDescription |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
dtr-types:textBlockItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionDisclosure of accounting policy for revenue from contract with customer. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 17
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-17
Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 19
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-19
Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-18
Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-18
Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 20
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-20
Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 20
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-20
Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 20
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-20
Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 20
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-20
Reference 9: http://www.xbrl.org/2003/role/exampleRef
-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Subparagraph (e)
-SubTopic 10
-Topic 235
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483426/235-10-50-4
Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
-Topic 606
-Publisher FASB
-URI https://asc.fasb.org/606/tableOfContent
| Name: |
us-gaap_RevenueFromContractWithCustomerPolicyTextBlock |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
dtr-types:textBlockItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionDisclosure of accounting policy election for determining cost for share-based payment arrangement by either estimating forfeiture expected to occur or by recognizing effect of forfeiture upon occurrence. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 35
-Paragraph 1D
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480483/718-10-35-1D
Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 35
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480483/718-10-35-3
Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (m)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2
| Name: |
us-gaap_ShareBasedCompensationForfeituresPolicyTextBlock |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
dtr-types:textBlockItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionDisclosure of accounting policy for the use of estimates in the preparation of financial statements in conformity with generally accepted accounting principles. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 275
-SubTopic 10
-Section 50
-Paragraph 9
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482861/275-10-50-9
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 275
-SubTopic 10
-Section 50
-Paragraph 4
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482861/275-10-50-4
Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)
-SubTopic 10
-Topic 275
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482861/275-10-50-1
Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (c)
-SubTopic 10
-Topic 275
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482861/275-10-50-1
Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
-Section 50
-Paragraph 11
-SubTopic 10
-Topic 275
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482861/275-10-50-11
Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-SubTopic 10
-Topic 275
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482861/275-10-50-12
Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 275
-SubTopic 10
-Section 50
-Paragraph 8
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482861/275-10-50-8
| Name: |
us-gaap_UseOfEstimates |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
dtr-types:textBlockItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
v3.24.4
Business Combination (Tables)
|
12 Months Ended |
Jun. 30, 2024 |
|---|
| Business Combination [Abstract] |
|
| Schedule of Estimated Fair Values of Acquisition Costs |
The following is a summary of the estimated fair
values of acquisition costs at the date of issuance:
| Consideration Paid – Fair Value | |
| | |
| |
| Stock issued: | |
| | |
| |
| Number of Series C Preferred Stock: | |
| 13,333 | | |
| | |
| Fair value of Series A Preferred Stock | |
| | | |
$ | - | |
| Fair value of Series C Preferred Stock | |
| | | |
| 868,708 | |
| Total consideration | |
| | | |
$ | 868,708 | |
|
| Schedule of Estimated Fair Values of the Assets Acquired and Liabilities |
The following is a summary of the estimated fair values of the assets
acquired and liabilities assumed and additional information regarding the intangible assets acquired as of February 2, 2024:
| Tangible assets acquired: | |
| |
| Cash | |
$ | 111,863 | |
| Other current assets | |
| 126,000 | |
| Accounts payable | |
| (4,845 | ) |
| Other current liabilities | |
| (261,852 | ) |
| Total assets acquired and liability assumed | |
| (28,834 | ) |
| Indefinite-lived intangible assets (noncontractual customer relationships) | |
| 868,708 | |
| | |
| | |
| Total Net asset acquired | |
$ | 897,542 | |
|
| X |
- References
+ Details
| Name: |
us-gaap_BusinessCombinationsAbstract |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:stringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionTabular disclosure of the equity interest issued or issuable in a business acquisition (or series of individually immaterial business acquisitions) planned, initiated, or completed during the period. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 805
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)(4)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479581/805-30-50-1
| Name: |
us-gaap_ScheduleOfBusinessAcquisitionsByAcquisitionEquityInterestIssuedOrIssuableTextBlock |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
dtr-types:textBlockItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionTabular disclosure of the amounts recognized as of the acquisition date for each major class of assets acquired and liabilities assumed. May include but not limited to the following: (a) acquired receivables; (b) contingencies recognized at the acquisition date; and (c) the fair value of noncontrolling interests in the acquiree. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 805
-SubTopic 20
-Name Accounting Standards Codification
-Paragraph 1
-Section 50
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479907/805-20-50-1
| Name: |
us-gaap_ScheduleOfRecognizedIdentifiedAssetsAcquiredAndLiabilitiesAssumedTableTextBlock |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
dtr-types:textBlockItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
v3.24.4
Inventories (Tables)
|
12 Months Ended |
Jun. 30, 2024 |
|---|
| Inventories [Abstract] |
|
| Schedule of Inventories |
Inventory consists of the following at June 30, 2024 and June 30, 2023:
| | |
June 30,
2024 | | |
June 30,
2023 | |
| Inventory: Finished Goods | |
$ | 800 | | |
$ | - | |
| Inventory: Ingredients | |
| 11,199 | | |
| - | |
| Inventory: Packaging | |
| 13,809 | | |
| - | |
| Total Inventory | |
$ | 25,808 | | |
$ | - | |
|
| X |
- References
+ Details
| Name: |
us-gaap_InventoryNetAbstract |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:stringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionTabular disclosure of the carrying amount as of the balance sheet date of merchandise, goods, commodities, or supplies held for future sale or to be used in manufacturing, servicing or production process. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(6)(a))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(6)(b))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(6)(c))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483489/210-10-50-1
| Name: |
us-gaap_ScheduleOfInventoryCurrentTableTextBlock |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
dtr-types:textBlockItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
v3.24.4
Other Current Assets (Tables)
|
12 Months Ended |
Jun. 30, 2024 |
|---|
| Other Current Assets [Abstract] |
|
| Schedule of Other Current Assets |
Other current assets consist of the following at June 30, 2024 and
June 30, 2023.
| | |
June 30,
2024 | | |
June 30,
2023 | |
| Other Current Assets | |
| | |
| |
| Prepaid interest expenses | |
$ | 1,206 | | |
$ | - | |
| Prepaid Professional fees | |
| 72,500 | | |
| - | |
| Other prepaid expenses | |
| 4,059 | | |
| - | |
| Deposits with vendors | |
| 29,396 | | |
| 92,726 | |
| TOTAL | |
$ | 107,161 | | |
$ | 92,726 | |
|
| X |
- References
+ Details
| Name: |
us-gaap_PrepaidExpenseAndOtherAssetsCurrentAbstract |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:stringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionTabular disclosure of the carrying amounts of other current assets.
| Name: |
us-gaap_ScheduleOfOtherCurrentAssetsTableTextBlock |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
dtr-types:textBlockItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
v3.24.4
Acquisition Costs Secured by Promissory Note (Tables)
|
12 Months Ended |
Jun. 30, 2024 |
|---|
| Acquisition Costs Secured by Promissory Note [Abstract] |
|
| Schedule of Subsidiary FHVH Provided Advances to Acquisition |
During the fiscal year ended June 30, 2024 the
Company’s subsidiary FHVH (the “Lender”) provided operating advances under the terms of certain Line of Credit Agreements
(“LOC”) to acquisition targets as follows:
| Funds provided to acquisition target 1 under LOC (“LOC 1”) | |
$ | 351,380 | |
| Funds provided to acquisition target 2 under LOC (“LOC 2”) | |
| 72,500 | |
| Interest receivable under LOC agreements | |
| 17,599 | |
| Total | |
$ | 441,479 | |
|
| X |
- References
+ Details
| Name: |
ngtf_AcquisitionCostsSecuredByPromissoryNoteAbstract |
| Namespace Prefix: |
ngtf_ |
| Data Type: |
xbrli:stringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionTabular disclosure of a material business combination completed during the period, including background, timing, and recognized assets and liabilities. This table does not include leveraged buyouts. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 805
-SubTopic 10
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479328/805-10-50-3
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 805
-SubTopic 10
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479328/805-10-50-2
| Name: |
us-gaap_ScheduleOfBusinessAcquisitionsByAcquisitionTextBlock |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
dtr-types:textBlockItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
v3.24.4
Accounts Payable and Accrued Liabilities (Tables)
|
12 Months Ended |
Jun. 30, 2024 |
|---|
| Accounts Payable and Accrued Liabilities [Abstract] |
|
| Schedule of Accounts Payable and Accrued Liabilities |
Accounts payable and accrued liabilities consist of the following at
June 30, 2024 and June 30, 2023:
| | |
June 30,
2024 | | |
June 30,
2023 | |
| Interest Payable | |
$ | 434,535 | | |
$ | 40,779 | |
| Accounts payable | |
| 624,716 | | |
| 553,651 | |
| TOTAL | |
$ | 1,059,251 | | |
$ | 594,430 | |
|
| X |
- References
+ Details
| Name: |
us-gaap_AccountsPayableAndAccruedLiabilitiesCurrentAbstract |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:stringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionTabular disclosure of the (a) carrying value as of the balance sheet date of liabilities incurred (and for which invoices have typically been received) and payable to vendors for goods and services received that are used in an entity's business (accounts payable); (b) other payables; and (c) accrued liabilities. Examples include taxes, interest, rent and utilities. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer). An alternative caption includes accrued expenses.
| Name: |
us-gaap_ScheduleOfAccountsPayableAndAccruedLiabilitiesTableTextBlock |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
dtr-types:textBlockItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
v3.24.4
Debt (Tables)
|
12 Months Ended |
Jun. 30, 2024 |
|---|
| Debt [Abstract] |
|
| Schedule of Convertible Notes Payable |
Below is a reconciliation of the convertible notes
payable as presented on the Company’s balance sheet as of June 30, 2023:
| | |
Principal
($) | | |
Stock-settled
Debt
($) | | |
Debt
Discount
($) | | |
Net Value
($) | |
| Balance at June 30, 2021 | |
| - | | |
| - | | |
| - | | |
| - | |
| Convertible notes payable issued during fiscal year ended June 30, 2022 | |
| 1,086,957 | | |
| | | |
| | | |
| 1,086,957 | |
| Debt discount associated with new convertible notes | |
| | | |
| | | |
| (1,018,229 | ) | |
| (1,018,229 | ) |
| Conversion price adjusted from $0.25 to $0.20 | |
| | | |
| 217,391 | | |
| (217,391 | ) | |
| - | |
| Amortization of debt discount | |
| | | |
| | | |
| 275,423 | | |
| 275,423 | |
| Balance at June 30, 2022 | |
| 1,086,957 | | |
| 217,391 | | |
| (960,197 | ) | |
| 344,151 | |
| Cash repayment | |
| (362,319 | ) | |
| | | |
| | | |
| (362,319 | ) |
| Gain on extinguish of portion of principal | |
| | | |
| (72,464 | ) | |
| | | |
| (72,464 | ) |
| Amortization of debt discount | |
| | | |
| | | |
| 960,197 | | |
| 960,197 | |
| Penalty | |
| 181,159 | | |
| | | |
| | | |
| 181,159 | |
| Conversion price change | |
| | | |
| 1,843,475 | | |
| | | |
| 1,843,475 | |
| Under forbearance Agreement: | |
| 58,703 | | |
| (1,988,402 | ) | |
| | | |
| (1,929,699 | ) |
| Cash repayment | |
| (964,500 | ) | |
| | | |
| | | |
| (964,500 | ) |
| Balance at June 30, 2023 | |
| - | | |
| - | | |
| - | | |
| - | |
|
| Schedule of Reconciliation of the Loss on Extinguishment of Debt |
Below is a reconciliation of the extinguishment of debt relative to
the exchange of Returnable Warrants for shares of common stock by the holders:
| 3,800,000 shares of common stock issued and exchanged for 10,869,566 returnable warrants | |
$ | 342,000 | |
| Loss on conversion price change in December 31, 2022 | |
| 1,051,801 | |
| Stock settled debt | |
| (1,988,402 | ) |
| Financing charges due to returnable warrants issued | |
| 987,060 | |
| Principal increased due to penalty | |
| 58,703 | |
| Loss on extinguishment | |
$ | 392,459 | |
|
| Schedule of Interest Expenses with Above Convertible Note |
Interest expenses associated with above convertible note are as
follows:
| | |
For twelve months Ended
June 30, | |
| | |
2024 | | |
2023 | |
| Amortization | |
$ | | | |
$ | 960,197 | |
| Interest on the convertible notes | |
| | | |
| 93,324 | |
| Total | |
$ | | | |
$ | 1,053,521 | |
Interest expenses associated with above convertible notes are
as follows:
| | |
For twelve months Ended
June 30, | |
| | |
2024 | | |
2023 | |
| Amortization | |
$ | 638,194 | | |
$ | 305,697 | |
| Interest on the convertible notes | |
| 421,925 | | |
| 74,686 | |
| Total | |
$ | 1,060,119 | | |
$ | 380,383 | |
|
| Schedule of Reconciliation of the Above Debts |
Below is a reconciliation of the (gain) loss on
extinguishment of interest payable relative to
| Fair market value of 1,000,000 common stock | |
$ | 16,400 | |
| | |
| | |
| Interest payable | |
| (31,250 | ) |
| Transfer agent fee | |
| (1,750 | ) |
| | |
| (33,000 | ) |
| | |
| | |
| Gain on extinguishment | |
$ | (16,600 | ) |
|
| Schedule of Reconciliation of the Loss on Extinguishment of Debt |
Below is a reconciliation of the loss on extinguishment
of debt relative to the amended promissory notes with Fourth Man:
| 10% increase in principle | |
$ | 12,500 | |
| 10% increase in guaranteed interest | |
| 1,875 | |
| 1,667 Series D Stock issued | |
| 113,955 | |
| Loss on extinguishment | |
$ | 128,330 | |
|
| Schedule of Reconciliation of the Above Debts |
Below is a reconciliation of the above debts (Mast
Hills Notes and Fourth Man Notes) as presented on the Company’s balance sheet as of June 30, 2024 and June 30, 2023:
| | |
Principal
$ | | |
Debt
Discount
$ | | |
Net
Value
$ | |
| Balance at June 30, 2022 | |
| - | | |
| - | | |
| - | |
| Promissory notes payable issued | |
| 2,066,823 | | |
| | | |
| 2,066,823 | |
| Principal increased due to MNF (September 23, 2022 Note) | |
| 57,647 | | |
| | | |
| 57,647 | |
| Principal converted to common stock | |
| (16,088 | ) | |
| | | |
| (16,088 | ) |
| Debt discount associated with Promissory notes | |
| | | |
| (864,713 | ) | |
| (864,713 | ) |
| Amortization of debt discount | |
| | | |
| 305,697 | | |
| 305,697 | |
| Balance at June 30, 2023 | |
| 2,108,382 | | |
| (559,016 | ) | |
| 1,549,366 | |
| | |
| | | |
| | | |
| | |
| Promissory notes payable issued | |
| 1,473,888 | | |
| | | |
| 1,473,888 | |
| Promissory notes amended | |
| 12,500 | | |
| | | |
| 12,500 | |
| Debt discount associated with Promissory notes | |
| | | |
| (230,961 | ) | |
| (230,961 | ) |
| Amortization of debt discount | |
| | | |
| 638,194 | | |
| 638,194 | |
| Balance at June 30, 2024 | |
$ | 3,594,770 | | |
$ | (151,783 | ) | |
$ | 3,442,987 | |
|
| X |
- References
+ Details
| Name: |
ngtf_ScheduleOfExchangeOfReturnableWarrantsForSharesOfCommonStock |
| Namespace Prefix: |
ngtf_ |
| Data Type: |
dtr:textBlockItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- Definitionabular disclosure interest expenses and convertible note.
| Name: |
ngtf_ScheduleOfInterestExpensesAndConvertibleNoteTableTextBlock |
| Namespace Prefix: |
ngtf_ |
| Data Type: |
dtr:textBlockItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionTabular disclosure of interest rate and interest differential. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Name Regulation S-K (SK)
-Number 229
-Section 1402
-Paragraph c
-Subparagraph (2)(iii)
-Publisher SEC
Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Name Regulation S-K (SK)
-Number 229
-Section 1402
-Paragraph c
-Subparagraph (2)(ii)
-Publisher SEC
Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Name Regulation S-K (SK)
-Number 229
-Section 1402
-Paragraph c
-Subparagraph (2)(i)
-Publisher SEC
Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
-Name Regulation S-K (SK)
-Number 229
-Section 1402
-Paragraph c
-Subparagraph (1)(ii)
-Publisher SEC
Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
-Name Regulation S-K (SK)
-Number 229
-Section 1402
-Paragraph c
-Subparagraph (1)(i)
-Publisher SEC
| Name: |
srt_InterestRateAndInterestDifferentialAnalysisTableTextBlock |
| Namespace Prefix: |
srt_ |
| Data Type: |
dtr-types:textBlockItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionTabular disclosure of convertible debt instrument. Includes, but is not limited to, principal amount and amortized premium or discount.
| Name: |
us-gaap_ConvertibleDebtTableTextBlock |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
dtr-types:textBlockItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- References
+ Details
| Name: |
us-gaap_DebtDisclosureAbstract |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:stringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionTabular disclosure of the fair value measurement of assets using significant unobservable inputs (Level 3), a reconciliation of the beginning and ending balances, separately presenting changes during the period attributable to the following: (1) total gains or losses for the period (realized and unrealized), segregating those gains or losses included in earnings (or changes in net assets) and gains or losses recognized in other comprehensive income (loss), and a description of where those gains or losses included in earnings (or changes in net assets) are reported in the statement of income (or activities); (2) purchases, sales, issues, and settlements (each type disclosed separately); and (3) transfers in and transfers out of Level 3 (for example, transfers due to changes in the observability of significant inputs), by class of asset. Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 101
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482078/820-10-55-101
Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-3
Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2
Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2
| Name: |
us-gaap_FairValueAssetsMeasuredOnRecurringBasisUnobservableInputReconciliationTextBlock |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
dtr-types:textBlockItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionTabular disclosure of debt extinguished which may include, amount of gain (loss), the income tax effect and the per share amount of the aggregate gain (loss), net of the related income tax. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 470
-SubTopic 50
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481244/470-50-50-1
| Name: |
us-gaap_ScheduleOfExtinguishmentOfDebtTextBlock |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
dtr-types:textBlockItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
v3.24.4
Warrants (Tables)
|
12 Months Ended |
Jun. 30, 2024 |
|---|
| Warrants [Abstract] |
|
| Schedule of Aggregate Intrinsic Value of the Warrants |
The aggregate intrinsic value of the warrants
as of June 30, 2024 is $6.14 million. The aggregate intrinsic value of the warrants as of June 30, 2023 was $4.22 million.
Exercise
Price | | |
June 30,
2023 | | |
Issued | | |
Repricing | | |
Exercised | | |
Others | | |
Cancelled | | |
Expired | | |
Redeemed | | |
June 30,
2024 | |
| $ | 0.03333 | | |
| 70,935,941 | | |
| 6,208,788 | | |
| 67,445,493 | | |
| (1,818,182 | ) | |
| - | | |
| - | | |
| - | | |
| - | | |
| 142,772,040 | |
| $ | 0.0747 | | |
| 16,181,392 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 16,181,392 | |
| $ | 0.1000 | | |
| 600,000 | | |
| 650,000 | | |
| (1,250,000 | ) | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
| $ | 0.1200 | | |
| - | | |
| 21,250 | | |
| (21,250 | ) | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
| $ | 0.1250 | | |
| 100,000 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 100,000 | |
| $ | 0.1380 | | |
| 23,147,255 | | |
| - | | |
| (23,147,255 | ) | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
| $ | 0.1042 | | |
| - | | |
| - | | |
| 30,274,042 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 30,274,042 | |
| $ | 0.1563 | | |
| 1,871,800 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 1,871,800 | |
| $ | 0.2626 | | |
| 100,000 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 100,000 | |
| $ | 0.3000 | | |
| 400,000 | | |
| 7,000,000 | | |
| (7,000,000 | ) | |
| - | | |
| - | | |
| - | | |
| (400,000 | ) | |
| - | | |
| - | |
| $ | 0.5000 | | |
| 500,000 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 500,000 | |
| | | | |
| 113,836,388 | | |
| 13,880,038 | | |
| 66,301,030 | | |
| (1,818,182 | ) | |
| - | | |
| - | | |
| (400,000 | ) | |
| - | | |
| 191,799,274 | |
|
| X |
- DefinitionTabular disclosure of warrants or rights issued. Warrants and rights outstanding are derivative securities that give the holder the right to purchase securities (usually equity) from the issuer at a specific price within a certain time frame. Warrants are often included in a new debt issue to entice investors by a higher return potential. The main difference between warrants and call options is that warrants are issued and guaranteed by the company, whereas options are exchange instruments and are not issued by the company. Also, the lifetime of a warrant is often measured in years, while the lifetime of a typical option is measured in months. Disclose the title of issue of securities called for by warrants and rights outstanding, the aggregate amount of securities called for by warrants and rights outstanding, the date from which the warrants or rights are exercisable, and the price at which the warrant or right is exercisable. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 718
-SubTopic 10
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-1
| Name: |
us-gaap_ScheduleOfStockholdersEquityNoteWarrantsOrRightsTextBlock |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
dtr-types:textBlockItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- References
+ Details
| Name: |
us-gaap_WarrantsAndRightsNoteDisclosureAbstract |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:stringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
v3.24.4
Related Party Transactions (Tables)
|
12 Months Ended |
Jun. 30, 2024 |
|---|
| Related Party Transactions [Abstract] |
|
| Schedule of Related Party Transactions |
As of June 30, 2024 and June 30, 2023, related parties are due a total
of $295,510 and $101,876, respectively:
| | |
June 30,
2024 | | |
June 30,
2023 | |
| Sean Folkson consulting fees payable | |
$ | 109,000 | | |
$ | 33,000 | |
| Directors’ fees payable | |
| 57,000 | | |
| 27,000 | |
| Accrued compensation payable with shares and warrants (unissued) | |
| 42,500 | | |
| - | |
| Lei Sonny Wang consulting fees payable | |
| 35,200 | | |
| - | |
| Sean Folkson loan (principal $40,000) and interest payable | |
| 46,676 | | |
| 41,876 | |
| Lei Sonny Wang, reimbursable expenses | |
| 5,134 | | |
| - | |
| Total related party payable | |
$ | 295,510 | | |
$ | 101,876 | |
|
| Schedule of Services Provided From Related Parties as Professional Fees |
Services provided from related parties as professional fees:
| | |
Twelve Months Ended June 30, | |
| | |
2024 | | |
2023 | |
| Sean Folkson | |
$ | 100,000 | | |
$ | 72,000 | |
| Directors’ fees and compensation for non-employee directors | |
| 84,500 | | |
| 78,500 | |
| Lei Sonny Wang | |
| 50,000 | | |
| - | |
| Total fees under professional fees | |
$ | 234,500 | | |
$ | 150,500 | |
|
| X |
- DefinitionServices provided from related parties as professional fees.
| Name: |
ngtf_ScheduleOfServicesProvidedFromRelatedPartiesAsProfessionalFeesTableTextBlock |
| Namespace Prefix: |
ngtf_ |
| Data Type: |
dtr:textBlockItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionTabular disclosure of related party transactions. Examples of related party transactions include, but are not limited to, transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners and (d) affiliates.
| Name: |
us-gaap_ScheduleOfRelatedPartyTransactionsTableTextBlock |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
dtr-types:textBlockItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
v3.24.4
Income Tax (Tables)
|
12 Months Ended |
Jun. 30, 2024 |
|---|
| Income Taxes [Abstract] |
|
| Schedule of Statutory Income Tax Rates |
A reconciliation of the statutory income tax rates
and the Company’s effective tax rate is as follows:
| | |
June 30, | |
| | |
2024 | | |
2023 | |
| Statutory U.S. federal rate | |
| (21.00 | )% | |
| (21.00 | )% |
| State income taxes (net of federal tax benefit) | |
| (6.50 | )% | |
| (6.50 | )% |
| Permanent differences | |
| 20.6 | % | |
| 11.9 | % |
| Valuation allowance | |
| (35.1 | )% | |
| (26.4 | )% |
| | |
| 0.0 | % | |
| 0.0 | % |
|
| Schedule of Deferred Tax Assets |
The tax effects of the temporary differences and carry forwards that
give rise to deferred tax assets consist of the following:
| | |
June 30, | |
| | |
2024 | | |
2023 | |
| Deferred tax assets: | |
| | |
| |
| Net operating loss carry-forwards | |
$ | 5,825,004 | | |
$ | 4,960,443 | |
| | |
| | | |
| | |
| Valuation allowance | |
| (5,825,004 | ) | |
| (4,960,443 | ) |
| Net deferred tax asset | |
$ | - | | |
$ | - | |
|
| X |
- DefinitionTabular disclosure of the components of net deferred tax asset or liability recognized in an entity's statement of financial position, including the following: the total of all deferred tax liabilities, the total of all deferred tax assets, the total valuation allowance recognized for deferred tax assets. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-2
| Name: |
us-gaap_ScheduleOfDeferredTaxAssetsAndLiabilitiesTableTextBlock |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
dtr-types:textBlockItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionTabular disclosure of the reconciliation using percentage or dollar amounts of the reported amount of income tax expense attributable to continuing operations for the year to the amount of income tax expense that would result from applying domestic federal statutory tax rates to pretax income from continuing operations. Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 231
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482663/740-10-55-231
Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12A
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12A
Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12
| Name: |
us-gaap_ScheduleOfEffectiveIncomeTaxRateReconciliationTableTextBlock |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
dtr-types:textBlockItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
v3.24.4
Restatement of Fiscal Year 2023 Financial Statements (Tables)
|
12 Months Ended |
Jun. 30, 2024 |
|---|
| Accounting Standards Update and Change in Accounting Principle [Abstract] |
|
| Schedule of Consolidated Balance Sheets |
CONSOLIDATED BALANCE SHEETS
| | |
June 30,
2023
(as reported) | | |
Adjustment | | |
Note | | |
June 30,
2023
Restated | |
| ASSETS | |
| | |
| | |
| | |
| |
| Current assets | |
| | |
| | |
| | |
| |
| Cash and cash equivalents | |
$ | 44,187 | | |
$ | 9,162 | | |
| (1) | | |
$ | 53,349 | |
| Accounts receivable | |
| 33,396 | | |
| (4,061 | ) | |
| (1) | | |
| 29,335 | |
| Inventory | |
| 276,202 | | |
| (276,202 | ) | |
| (2) | | |
| - | |
| Other current assets | |
| 92,726 | | |
| - | | |
| | | |
| 92,726 | |
| Total current assets | |
| 446,511 | | |
| (271,101 | ) | |
| | | |
| 175,410 | |
| | |
| | | |
| | | |
| | | |
| | |
| Total assets | |
$ | 446,511 | | |
$ | (271,101 | ) | |
| | | |
$ | 175,410 | |
| | |
| | | |
| | | |
| | | |
| | |
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |
| | | |
| | | |
| | | |
| | |
| | |
| | | |
| | | |
| | | |
| | |
| Current liabilities | |
| | | |
| | | |
| | | |
| | |
| Accounts payable and accrued liabilities | |
| 604,516 | | |
| (10,086 | ) | |
| (1) | | |
| 594,430 | |
| Accounts payable and accrued liabilities - related party | |
| 101,876 | | |
| - | | |
| | | |
| 101,876 | |
| Convertible notes payable - net of discounts | |
| 1,491,719 | | |
| 57,647 | | |
| (3) | | |
| 1,549,366 | |
| Total current liabilities | |
| 2,198,111 | | |
| 47,561 | | |
| | | |
| 2,245,672 | |
| | |
| | | |
| | | |
| | | |
| | |
| Total liabilities | |
| 2,198,111 | | |
| 47,561 | | |
| | | |
| 2,245,672 | |
| | |
| | | |
| | | |
| | | |
| | |
| Stockholders’ equity (deficit) | |
| | | |
| | | |
| | | |
| | |
| Series A Stock, $0.001 par value, 1,000,000 shares authorized 1,000 issued and outstanding as of June 30, 2023 | |
| 1 | | |
| - | | |
| | | |
| 1 | |
| Series B Stock, $0.001 par value, 5,000 shares authorized 1,950 issued and outstanding as of June 30, 2023 | |
| 2 | | |
| | | |
| | | |
| 2 | |
| Common stock, $0.001 par value, 200,000,000 shares authorized 123,587,968 issued and outstanding as of June 30, 2023 | |
| 123,588 | | |
| - | | |
| | | |
| 123,588 | |
| Additional paid in capital | |
| 33,112,935 | | |
| - | | |
| | | |
| 33,112,935 | |
| Accumulated deficit | |
| (34,988,126 | ) | |
| (318,662 | ) | |
| (1)~(3) | | |
| (35,306,788 | ) |
| Total Stockholders’ Equity (Deficit) | |
| (1,751,600 | ) | |
| (318,662 | ) | |
| | | |
| (2,070,262 | ) |
| Total Liabilities and Stockholders’ Equity (Deficit) | |
$ | 446,511 | | |
$ | (271,101 | ) | |
| | | |
$ | 175,410 | |
| (1) | Correction of Errors – Correction to certain identified
posting errors with respect to the posting of an allowance for doubtful accounts, a balancing error between Nightfood Inc. and subsidiary
Nightfood Holding, Inc. bank transfers resulting in an understatement of the consolidated cash balance at year end, a correction of overstated
advertising and promotional fees, overstated professional fees and overstated costs of goods sold, as well as an understatement of certain
interest expenses on certain loans payable. |
| (2) | Impairment of inventory – Identification and correction
of errors related to the insufficient analysis of inventory balances at June 30, 2023 including provisions for impairment, and write
down of spoiled and obsolete inventory. Based on analysis of various factors, management determined inventory was fully impaired at June
30, 2023. |
| (3) | Addition of default interest to reflect terms of certain notes
unpaid at maturity – Correction to interest expenses as a result of the impact of default provisions on certain notes payable which
corrected previously understated interest expense. |
|
| Schedule of Consolidated Statements of Operations |
CONSOLIDATED STATEMENTS OF OPERATIONS
| | |
June 30,
2023
(As reported) | | |
Adjustment | | |
| | |
June 30,
2023
Restated | |
| Revenues, net of slotting and promotion | |
$ | 133,406 | | |
$ | - | | |
| | | |
$ | 133,406 | |
| | |
| | | |
| | | |
| | | |
| | |
| Operating expenses | |
| | | |
| | | |
| | | |
| | |
| Cost of product sold | |
| 279,277 | | |
| (1,434 | ) | |
| (1) | | |
| 277,843 | |
| Advertising and promotional | |
| 166,656 | | |
| (21,797 | ) | |
| (1) | | |
| 144,859 | |
| Selling, general and administrative expense | |
| 542,803 | | |
| 295,610 | | |
| (2) | | |
| 838,413 | |
| Professional fees | |
| 954,918 | | |
| (13,678 | ) | |
| (1) | | |
| 941,240 | |
| Total operating expenses | |
| 1,943,654 | | |
| 258,701 | | |
| | | |
| 2,202,355 | |
| | |
| | | |
| | | |
| | | |
| | |
| Loss from operations | |
| (1,810,198 | ) | |
| (258,701 | ) | |
| | | |
| (2,068,949 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Other income (expense) | |
| | | |
| | | |
| | | |
| | |
| Interest expense - debt | |
| (170,505 | ) | |
| (2,264 | ) | |
| (1) | | |
| (172,769 | ) |
| Interest expense – financing cost | |
| (2,141,626 | ) | |
| (57,647 | ) | |
| (3) | | |
| (2,199,273 | ) |
| Amortization of debt discount | |
| (1,265,893 | ) | |
| - | | |
| | | |
| (1,265,893 | ) |
| Gain (loss) on debt extinguishment | |
| (361,500 | ) | |
| - | | |
| | | |
| (361,500 | ) |
| Total other income (expense) | |
| (3,939,524 | ) | |
| (59,911 | ) | |
| | | |
| (3,999,435 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Net (loss) | |
$ | (5,749,722 | ) | |
$ | (318,612 | ) | |
| | | |
$ | (6,068,384 | ) |
| (1) | Correction of Errors – Correction to certain identified
posting errors with respect to the posting of an allowance for doubtful accounts, a balancing error between Nightfood Inc. and subsidiary
Nightfood Holding, Inc. bank transfers resulting in an understatement of the consolidated cash balance at year end, a correction of overstated
advertising and promotional fees, overstated professional fees and overstated costs of goods sold, as well as an understatement of certain
interest expenses on certain loans payable. |
| (2) | Impairment of inventory – Identification and correction
of errors related to the insufficient analysis of inventory balances at June 30, 2023 including provisions for impairment, and write
down of spoiled and obsolete inventory. Based on analysis of various factors, management determined inventory was fully impaired at June
30, 2023. |
| (3) | Addition of default interest to reflect terms of certain notes
unpaid at maturity – Correction to interest expenses as a result of the impact of default provisions on certain notes payable which
corrected previously understated interest expense. |
|
| X |
- DefinitionTabular disclosure of condensed balance sheet, including, but not limited to, balance sheets of consolidated entities and consolidation eliminations. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Name Regulation S-X (SX)
-Number 210
-Section 12
-Subsection 04
-Paragraph a
-Publisher SEC
Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.12-04(a))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-3
| Name: |
srt_ScheduleOfCondensedBalanceSheetTableTextBlock |
| Namespace Prefix: |
srt_ |
| Data Type: |
dtr-types:textBlockItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionTabular disclosure of condensed income statement, including, but not limited to, income statements of consolidated entities and consolidation eliminations. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Name Regulation S-X (SX)
-Number 210
-Section 12
-Subsection 04
-Paragraph a
-Publisher SEC
Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.12-04(a))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-3
| Name: |
srt_ScheduleOfCondensedIncomeStatementTableTextBlock |
| Namespace Prefix: |
srt_ |
| Data Type: |
dtr-types:textBlockItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- References
+ Details
| Name: |
us-gaap_NewAccountingPronouncementsAndChangesInAccountingPrinciplesAbstract |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:stringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
v3.24.4
Description of Business and Going Concern (Details) - USD ($)
|
12 Months Ended |
Jun. 30, 2024 |
Jun. 30, 2023 |
| Description of Business and Going Concern (Details) [Line Items] |
|
|
|
| Net loss |
$ (3,235,506)
|
$ (6,068,384)
|
|
| Cash flow used in operations |
(709,990)
|
(1,203,995)
|
|
| Accumulated deficit |
(38,626,400)
|
$ (35,306,788)
|
[1],[2] |
| Going Concern [Member] |
|
|
|
| Description of Business and Going Concern (Details) [Line Items] |
|
|
|
| Net loss |
3,235,506
|
|
|
| Advance prodeeds |
$ 448,000
|
|
|
|
|
| X |
- References
+ Details
| Name: |
ngtf_DescriptionofBusinessandGoingConcernDetailsLineItems |
| Namespace Prefix: |
ngtf_ |
| Data Type: |
xbrli:stringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionAmount of cash inflow (outflow) from operating activities, including discontinued operations. Operating activity cash flows include transactions, adjustments, and changes in value not defined as investing or financing activities. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 230
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 28
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482740/230-10-45-28
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 230
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 24
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482740/230-10-45-24
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 230
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 25
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482740/230-10-45-25
| Name: |
us-gaap_NetCashProvidedByUsedInOperatingActivities |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionThe portion of profit or loss for the period, net of income taxes, which is attributable to the parent. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-6
Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-9
Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 805
-SubTopic 60
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147476176/805-60-65-1
Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 323
-Name Accounting Standards Codification
-Section 65
-Paragraph 2
-Subparagraph (g)(3)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478666/740-323-65-2
Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(20))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483621/220-10-S99-2
Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(g)(1)(ii))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1
Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 323
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481687/323-10-50-3
Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 825
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 28
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482907/825-10-50-28
Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482765/220-10-50-6
Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-3
Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)(2)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-1
Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480175/815-40-65-1
Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 8
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-8
Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 11
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-11
Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 11
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-11
Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-4
Reference 17: http://www.xbrl.org/2003/role/exampleRef
-Topic 946
-SubTopic 830
-Name Accounting Standards Codification
-Section 55
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479168/946-830-55-10
Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section 45
-Paragraph 7
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479105/946-220-45-7
Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(18))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477250/944-220-S99-1
Reference 20: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(9))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-1
Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.6-09(1)(d))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-3
Reference 22: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(i))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A
Reference 23: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(ii))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A
Reference 24: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iii)(A))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A
Reference 25: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iv))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A
Reference 26: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(5))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A
Reference 27: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(i))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B
Reference 28: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(A))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B
Reference 29: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(B))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B
Reference 30: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iv))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B
Reference 31: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(5))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B
Reference 32: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 60B
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482689/260-10-45-60B
Reference 33: http://www.xbrl.org/2003/role/disclosureRef
-Topic 205
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 7
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483499/205-20-50-7
Reference 34: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 230
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 28
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482740/230-10-45-28
Reference 35: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 1A
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482790/220-10-45-1A
Reference 36: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 1B
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482790/220-10-45-1B
Reference 37: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 942
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(22))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478524/942-220-S99-1
| Name: |
us-gaap_NetIncomeLoss |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
credit |
| Period Type: |
duration |
|
| X |
- DefinitionThe cash inflow from the collection of money previously advanced to an entity that is related to it but not strictly controlled. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 230
-SubTopic 10
-Section 45
-Paragraph 12
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482740/230-10-45-12
| Name: |
us-gaap_ProceedsFromCollectionOfAdvanceToAffiliate |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
debit |
| Period Type: |
duration |
|
| X |
- DefinitionAmount of accumulated undistributed earnings (deficit). Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(30)(a)(3))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 852
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481372/852-10-55-10
Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 40
-Name Accounting Standards Codification
-Section 65
-Paragraph 2
-Subparagraph (g)(2)(i)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480016/944-40-65-2
Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 40
-Name Accounting Standards Codification
-Section 65
-Paragraph 2
-Subparagraph (h)(2)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480016/944-40-65-2
Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 11
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-11
Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 210
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-03(a)(23)(a)(4))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478777/944-210-S99-1
Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 210
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-04(17))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479170/946-210-S99-1
Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480008/505-10-S99-1
| Name: |
us-gaap_RetainedEarningsAccumulatedDeficit |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
credit |
| Period Type: |
instant |
|
v3.24.4
Summary of Significant Accounting Policies (Details) - USD ($)
|
3 Months Ended |
9 Months Ended |
12 Months Ended |
|
Mar. 31, 2024 |
Mar. 31, 2023 |
Mar. 31, 2024 |
Mar. 31, 2023 |
Jun. 30, 2024 |
Jun. 30, 2023 |
Jun. 30, 2022 |
| Summary of Significant Accounting Policies [Line Items] |
|
|
|
|
|
|
|
| Federal deposit insurance corporation (in Dollars) |
|
|
|
|
$ 250,000
|
|
|
| Wrote down inventory (in Dollars) |
|
|
|
|
$ 4,803
|
$ 416,701
|
|
| Description of beneficial conversion feature |
|
|
|
|
(i) 5,000 shares of the Registrant’s common stock (one
share for each $0.20 of liquidation preference) (the “Conversion Shares”) and (ii) 5,000 common stock purchase warrants, expiring
April 16, 2026 (the “Warrants”). The Warrants carried an initial exercise price of $0.30 per share. Subsequent financing events
and debt extinguishment resulted in adjustments to the exercise price of all warrants created from conversion of B Preferred from $0.30
per share to approximately $0.10416 per share through June 30, 2024.
|
|
|
| Intrinsic value (in Dollars) |
|
|
|
|
|
|
$ 4,400,000
|
| Additional deemed dividend (in Dollars) |
|
|
$ 1,100,000
|
|
|
|
|
| Further deemed dividend (in Dollars) |
|
|
|
|
|
|
|
| Advertising [Member] |
|
|
|
|
|
|
|
| Summary of Significant Accounting Policies [Line Items] |
|
|
|
|
|
|
|
| Advertising costs (in Dollars) |
$ 56,664
|
$ 144,859
|
|
|
|
|
|
| Vendor One [Member] | Supplier Concentration Risk [Member] | Cost of Goods and Service Benchmark [Member] |
|
|
|
|
|
|
|
| Summary of Significant Accounting Policies [Line Items] |
|
|
|
|
|
|
|
| Concentration risk, percentage |
|
|
|
|
70.00%
|
|
|
| Vendor Three [Member] | Supplier Concentration Risk [Member] | Cost of Goods and Service Benchmark [Member] |
|
|
|
|
|
|
|
| Summary of Significant Accounting Policies [Line Items] |
|
|
|
|
|
|
|
| Concentration risk, percentage |
|
|
|
|
72.00%
|
|
|
| Customer Three [Member] | Customer Concentration Risk [Member] | Revenue Benchmark [Member] |
|
|
|
|
|
|
|
| Summary of Significant Accounting Policies [Line Items] |
|
|
|
|
|
|
|
| Concentration risk, percentage |
|
|
|
29.00%
|
|
|
|
| Customer Three [Member] | Customer Concentration Risk [Member] | Accounts Receivable [Member] |
|
|
|
|
|
|
|
| Summary of Significant Accounting Policies [Line Items] |
|
|
|
|
|
|
|
| Concentration risk, percentage |
|
|
|
|
17.00%
|
|
|
| Customer Four [Member] | Customer Concentration Risk [Member] | Revenue Benchmark [Member] | Minimum [Member] |
|
|
|
|
|
|
|
| Summary of Significant Accounting Policies [Line Items] |
|
|
|
|
|
|
|
| Concentration risk, percentage |
|
|
|
7.00%
|
|
|
|
| Customer Four [Member] | Customer Concentration Risk [Member] | Accounts Receivable [Member] |
|
|
|
|
|
|
|
| Summary of Significant Accounting Policies [Line Items] |
|
|
|
|
|
|
|
| Concentration risk, percentage |
|
|
|
|
|
56.00%
|
|
| Customer Five [Member] | Customer Concentration Risk [Member] | Revenue Benchmark [Member] | Maximum [Member] |
|
|
|
|
|
|
|
| Summary of Significant Accounting Policies [Line Items] |
|
|
|
|
|
|
|
| Concentration risk, percentage |
|
|
|
10.00%
|
|
|
|
| Customer Five [Member] | Customer Concentration Risk [Member] | Accounts Receivable [Member] |
|
|
|
|
|
|
|
| Summary of Significant Accounting Policies [Line Items] |
|
|
|
|
|
|
|
| Concentration risk, percentage |
|
|
|
|
|
10.00%
|
|
| Customer One [Member] | Customer Concentration Risk [Member] | Accounts Receivable [Member] |
|
|
|
|
|
|
|
| Summary of Significant Accounting Policies [Line Items] |
|
|
|
|
|
|
|
| Concentration risk, percentage |
|
|
|
|
62.00%
|
|
|
| Customer Two [Member] | Customer Concentration Risk [Member] | Accounts Receivable [Member] |
|
|
|
|
|
|
|
| Summary of Significant Accounting Policies [Line Items] |
|
|
|
|
|
|
|
| Concentration risk, percentage |
|
|
|
|
15.00%
|
|
|
| Customer Six [Member] | Customer Concentration Risk [Member] | Accounts Receivable [Member] |
|
|
|
|
|
|
|
| Summary of Significant Accounting Policies [Line Items] |
|
|
|
|
|
|
|
| Concentration risk, percentage |
|
|
|
|
|
14.00%
|
|
| Series B Preferred Stock [Member] |
|
|
|
|
|
|
|
| Summary of Significant Accounting Policies [Line Items] |
|
|
|
|
|
|
|
| Preferred stock, par value (in Dollars per share) |
|
|
|
|
$ 0.001
|
$ 0.001
|
|
| Liquidation preference (in Dollars) |
|
|
|
|
$ 1,000
|
|
|
| B Preferred stock [Member] |
|
|
|
|
|
|
|
| Summary of Significant Accounting Policies [Line Items] |
|
|
|
|
|
|
|
| Further deemed dividend (in Dollars) |
|
|
|
|
$ 84,106
|
|
|
| X |
- DefinitionDescription of beneficial conversion feature.
| Name: |
ngtf_DescriptionOfBeneficialConversionFeature |
| Namespace Prefix: |
ngtf_ |
| Data Type: |
xbrli:stringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionAmount of decrease in additional paid in capital (APIC) resulting from dividends legally declared (or paid) in excess of retained earnings balance. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-SubTopic 10
-Topic 505
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-2
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480008/505-10-S99-1
| Name: |
us-gaap_AdjustmentsToAdditionalPaidInCapitalDividendsInExcessOfRetainedEarnings |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
debit |
| Period Type: |
duration |
|
| X |
- DefinitionFor an entity that discloses a concentration risk in relation to quantitative amount, which serves as the "benchmark" (or denominator) in the equation, this concept represents the concentration percentage derived from the division. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 42
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-42
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 825
-SubTopic 10
-Section 50
-Paragraph 21
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482907/825-10-50-21
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 825
-SubTopic 10
-Section 50
-Paragraph 20
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482907/825-10-50-20
Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 275
-SubTopic 10
-Section 50
-Paragraph 18
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482861/275-10-50-18
Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 275
-SubTopic 10
-Section 50
-Paragraph 20
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482861/275-10-50-20
| Name: |
us-gaap_ConcentrationRiskPercentage1 |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
dtr-types:percentItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionAmount of paid and unpaid preferred stock dividends declared with the form of settlement in cash, stock and payment-in-kind (PIK). Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480008/505-10-S99-1
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Section 45
-Paragraph 2
-SubTopic 405
-Topic 942
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477787/942-405-45-2
| Name: |
us-gaap_DividendsPreferredStock |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
debit |
| Period Type: |
duration |
|
| X |
- DefinitionAmount of expense for Federal Deposit Insurance Corporation (FDIC) insurance. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 942
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(14))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478524/942-220-S99-1
| Name: |
us-gaap_FederalDepositInsuranceCorporationPremiumExpense |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
debit |
| Period Type: |
duration |
|
| X |
- DefinitionAmount of loss from reductions in inventory due to subsequent measurement adjustments, including, but not limited to, physical deterioration, obsolescence, or changes in price levels. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 330
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483080/330-10-50-2
| Name: |
us-gaap_InventoryWriteDown |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
debit |
| Period Type: |
duration |
|
| X |
- DefinitionThe total expense recognized in the period for promotion, public relations, and brand or product advertising. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(4))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483621/220-10-S99-2
| Name: |
us-gaap_MarketingAndAdvertisingExpense |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
debit |
| Period Type: |
duration |
|
| X |
- DefinitionValue of the difference between preference in liquidation and the par or stated values of the preferred shares. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-4
Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13
Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(d))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1
| Name: |
us-gaap_PreferredStockLiquidationPreferenceValue |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
credit |
| Period Type: |
instant |
|
| X |
- DefinitionFace amount or stated value per share of preferred stock nonredeemable or redeemable solely at the option of the issuer. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(28))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13
| Name: |
us-gaap_PreferredStockParOrStatedValuePerShare |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
dtr-types:perShareItemType |
| Balance Type: |
na |
| Period Type: |
instant |
|
| X |
- DefinitionAmount by which the current fair value of the underlying stock exceeds the exercise price of options outstanding. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 718
-SubTopic 10
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2
| Name: |
us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingIntrinsicValue |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
debit |
| Period Type: |
instant |
|
| X |
- DefinitionLine items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 944
-SubTopic 210
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-03(a)(23)(c))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478777/944-210-S99-1
| Name: |
us-gaap_StatutoryAccountingPracticesLineItems |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:stringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- Details
| Name: |
srt_ProductOrServiceAxis=us-gaap_AdvertisingMember |
| Namespace Prefix: |
|
| Data Type: |
na |
| Balance Type: |
|
| Period Type: |
|
|
| X |
- Details
| Name: |
us-gaap_ShareBasedGoodsAndNonemployeeServicesTransactionBySupplierAxis=ngtf_VendorOneMember |
| Namespace Prefix: |
|
| Data Type: |
na |
| Balance Type: |
|
| Period Type: |
|
|
| X |
- Details
| Name: |
us-gaap_ConcentrationRiskByTypeAxis=us-gaap_SupplierConcentrationRiskMember |
| Namespace Prefix: |
|
| Data Type: |
na |
| Balance Type: |
|
| Period Type: |
|
|
| X |
- Details
| Name: |
us-gaap_ConcentrationRiskByBenchmarkAxis=us-gaap_CostOfGoodsTotalMember |
| Namespace Prefix: |
|
| Data Type: |
na |
| Balance Type: |
|
| Period Type: |
|
|
| X |
- Details
| Name: |
us-gaap_ShareBasedGoodsAndNonemployeeServicesTransactionBySupplierAxis=ngtf_VendorThreeMember |
| Namespace Prefix: |
|
| Data Type: |
na |
| Balance Type: |
|
| Period Type: |
|
|
| X |
- Details
| Name: |
srt_MajorCustomersAxis=ngtf_CustomerThreeMember |
| Namespace Prefix: |
|
| Data Type: |
na |
| Balance Type: |
|
| Period Type: |
|
|
| X |
- Details
| Name: |
us-gaap_ConcentrationRiskByTypeAxis=us-gaap_CustomerConcentrationRiskMember |
| Namespace Prefix: |
|
| Data Type: |
na |
| Balance Type: |
|
| Period Type: |
|
|
| X |
- Details
| Name: |
us-gaap_ConcentrationRiskByBenchmarkAxis=us-gaap_SalesRevenueNetMember |
| Namespace Prefix: |
|
| Data Type: |
na |
| Balance Type: |
|
| Period Type: |
|
|
| X |
- Details
| Name: |
us-gaap_ConcentrationRiskByBenchmarkAxis=us-gaap_AccountsReceivableMember |
| Namespace Prefix: |
|
| Data Type: |
na |
| Balance Type: |
|
| Period Type: |
|
|
| X |
- Details
| Name: |
srt_MajorCustomersAxis=ngtf_CustomerFourMember |
| Namespace Prefix: |
|
| Data Type: |
na |
| Balance Type: |
|
| Period Type: |
|
|
| X |
- Details
| Name: |
srt_RangeAxis=srt_MinimumMember |
| Namespace Prefix: |
|
| Data Type: |
na |
| Balance Type: |
|
| Period Type: |
|
|
| X |
- Details
| Name: |
srt_MajorCustomersAxis=ngtf_CustomerFiveMember |
| Namespace Prefix: |
|
| Data Type: |
na |
| Balance Type: |
|
| Period Type: |
|
|
| X |
- Details
| Name: |
srt_RangeAxis=srt_MaximumMember |
| Namespace Prefix: |
|
| Data Type: |
na |
| Balance Type: |
|
| Period Type: |
|
|
| X |
- Details
| Name: |
srt_MajorCustomersAxis=ngtf_CustomerOneMember |
| Namespace Prefix: |
|
| Data Type: |
na |
| Balance Type: |
|
| Period Type: |
|
|
| X |
- Details
| Name: |
srt_MajorCustomersAxis=ngtf_CustomerTwoMember |
| Namespace Prefix: |
|
| Data Type: |
na |
| Balance Type: |
|
| Period Type: |
|
|
| X |
- Details
| Name: |
srt_MajorCustomersAxis=ngtf_CustomerSixMember |
| Namespace Prefix: |
|
| Data Type: |
na |
| Balance Type: |
|
| Period Type: |
|
|
| X |
- Details
| Name: |
us-gaap_StatementClassOfStockAxis=us-gaap_SeriesBPreferredStockMember |
| Namespace Prefix: |
|
| Data Type: |
na |
| Balance Type: |
|
| Period Type: |
|
|
| X |
- Details
| Name: |
us-gaap_StatementClassOfStockAxis=us-gaap_PreferredClassBMember |
| Namespace Prefix: |
|
| Data Type: |
na |
| Balance Type: |
|
| Period Type: |
|
|
v3.24.4
Business Combination (Details) - $ / shares
|
12 Months Ended |
|
Jun. 30, 2024 |
Jun. 30, 2023 |
| Business Combination (Details) [Line Items] |
|
|
| Preferred stock issued |
1,000
|
|
| Acquisition of Future Hospitality Ventures Holdings Inc [Member] |
|
|
| Business Combination (Details) [Line Items] |
|
|
| Shareholder exchanged (in Dollars per share) |
$ 0.001
|
|
| FHVH Common Stock [Member] | Acquisition of Future Hospitality Ventures Holdings Inc [Member] |
|
|
| Business Combination (Details) [Line Items] |
|
|
| Shareholder exchanged issued |
1,000
|
|
| NGTF’s Series Super Voting A Preferred Stock [Member] |
|
|
| Business Combination (Details) [Line Items] |
|
|
| Preferred stock outstanding |
1,000
|
1,000
|
| Preferred stock issued |
1,000
|
1,000
|
| NGTF’s Series Super Voting A Preferred Stock [Member] | Acquisition of Future Hospitality Ventures Holdings Inc [Member] |
|
|
| Business Combination (Details) [Line Items] |
|
|
| Preferred stock outstanding |
1,000
|
|
| Preferred stock issued |
1,000
|
|
| Series C Preferred Stock [Member] |
|
|
| Business Combination (Details) [Line Items] |
|
|
| Preferred stock outstanding |
13,333
|
0
|
| Preferred stock issued |
13,333
|
0
|
| Price per share (in Dollars per share) |
$ 0.0153
|
|
| Series C Preferred Stock [Member] | Acquisition of Future Hospitality Ventures Holdings Inc [Member] |
|
|
| Business Combination (Details) [Line Items] |
|
|
| Shareholder exchanged issued |
13,333
|
|
| Shareholder exchanged (in Dollars per share) |
$ 0.025
|
|
| Convert into shares |
6,000
|
|
| X |
- References
+ Details
| Name: |
ngtf_BusinessCombinationDetailsLineItems |
| Namespace Prefix: |
ngtf_ |
| Data Type: |
xbrli:stringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionNumber of shares of equity interests issued or issuable to acquire entity. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 805
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)(4)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479581/805-30-50-1
| Name: |
us-gaap_BusinessAcquisitionEquityInterestsIssuedOrIssuableNumberOfSharesIssued |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:sharesItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionPrice of a single share of a number of saleable stocks paid or offered to be paid in a business combination.
| Name: |
us-gaap_BusinessAcquisitionSharePrice |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
dtr-types:perShareItemType |
| Balance Type: |
na |
| Period Type: |
instant |
|
| X |
- DefinitionThe method of determining the fair value of the equity interests of the acquirer, including the number of instruments or interests issued or issuable in consideration for the business combination. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 805
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)(4)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479581/805-30-50-1
| Name: |
us-gaap_BusinessCombinationCostOfAcquiredEntityEquityInterestsIssuedAndIssuableFairValueMethod |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:stringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionNumber of shares issued for nonredeemable preferred shares and preferred shares redeemable solely at option of issuer. Includes, but is not limited to, preferred shares issued, repurchased, and held as treasury shares. Excludes preferred shares classified as debt. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(28))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13
| Name: |
us-gaap_PreferredStockSharesIssued |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:sharesItemType |
| Balance Type: |
na |
| Period Type: |
instant |
|
| X |
- DefinitionAggregate share number for all nonredeemable preferred stock (or preferred stock redeemable solely at the option of the issuer) held by stockholders. Does not include preferred shares that have been repurchased. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(28))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 210
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SX 210.6-05(4))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479170/946-210-S99-2
Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.6-09(4)(b))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-3
Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 210
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-04(16)(a))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479170/946-210-S99-1
Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.6-09(7))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-3
| Name: |
us-gaap_PreferredStockSharesOutstanding |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:sharesItemType |
| Balance Type: |
na |
| Period Type: |
instant |
|
| X |
- DefinitionPrice of a single share of a number of saleable stocks of a company.
| Name: |
us-gaap_SharePrice |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
dtr-types:perShareItemType |
| Balance Type: |
na |
| Period Type: |
instant |
|
| X |
- Details
| Name: |
us-gaap_BusinessAcquisitionAxis=ngtf_AcquisitionOfFutureHospitalityVenturesHoldingsIncMember |
| Namespace Prefix: |
|
| Data Type: |
na |
| Balance Type: |
|
| Period Type: |
|
|
| X |
- Details
| Name: |
us-gaap_StatementClassOfStockAxis=ngtf_FHVHCommonStockMember |
| Namespace Prefix: |
|
| Data Type: |
na |
| Balance Type: |
|
| Period Type: |
|
|
| X |
- Details
| Name: |
us-gaap_StatementClassOfStockAxis=us-gaap_SeriesAPreferredStockMember |
| Namespace Prefix: |
|
| Data Type: |
na |
| Balance Type: |
|
| Period Type: |
|
|
| X |
- Details
| Name: |
us-gaap_StatementClassOfStockAxis=us-gaap_SeriesCPreferredStockMember |
| Namespace Prefix: |
|
| Data Type: |
na |
| Balance Type: |
|
| Period Type: |
|
|
v3.24.4
| X |
- DefinitionLine items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.
| Name: |
us-gaap_BusinessAcquisitionEquityInterestsIssuedOrIssuableLineItems |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:stringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionNumber of shares of equity interests issued or issuable to acquire entity. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 805
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)(4)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479581/805-30-50-1
| Name: |
us-gaap_BusinessAcquisitionEquityInterestsIssuedOrIssuableNumberOfSharesIssued |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:sharesItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionAmount of consideration transferred, consisting of acquisition-date fair value of assets transferred by the acquirer, liabilities incurred by the acquirer, and equity interest issued by the acquirer. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Section 30
-Paragraph 8
-SubTopic 30
-Topic 805
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479637/805-30-30-8
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)
-SubTopic 30
-Topic 805
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479581/805-30-50-1
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Section 30
-Paragraph 7
-SubTopic 30
-Topic 805
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479637/805-30-30-7
| Name: |
us-gaap_BusinessCombinationConsiderationTransferred1 |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
credit |
| Period Type: |
duration |
|
| X |
- Details
| Name: |
us-gaap_BusinessAcquisitionAxis=ngtf_EstimatedFairValuesOfAcquisitionCostsMember |
| Namespace Prefix: |
|
| Data Type: |
na |
| Balance Type: |
|
| Period Type: |
|
|
| X |
- Details
| Name: |
us-gaap_StatementEquityComponentsAxis=us-gaap_PreferredStockMember |
| Namespace Prefix: |
|
| Data Type: |
na |
| Balance Type: |
|
| Period Type: |
|
|
| X |
- Details
| Name: |
us-gaap_StatementClassOfStockAxis=us-gaap_SeriesCPreferredStockMember |
| Namespace Prefix: |
|
| Data Type: |
na |
| Balance Type: |
|
| Period Type: |
|
|
| X |
- Details
| Name: |
us-gaap_StatementClassOfStockAxis=us-gaap_SeriesAPreferredStockMember |
| Namespace Prefix: |
|
| Data Type: |
na |
| Balance Type: |
|
| Period Type: |
|
|
v3.24.4
| X |
- DefinitionAmount of currency on hand as well as demand deposits with banks or financial institutions, acquired at the acquisition date. Includes other kinds of accounts that have the general characteristics of demand deposits. Also includes short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 805
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479907/805-20-50-1
| Name: |
us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedCashAndEquivalents |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
debit |
| Period Type: |
instant |
|
| X |
- DefinitionAmount of other assets expected to be realized or consumed before one year or the normal operating cycle, if longer, acquired at the acquisition date. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 805
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479907/805-20-50-1
| Name: |
us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedCurrentAssetsOther |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
debit |
| Period Type: |
instant |
|
| X |
- DefinitionAmount of liabilities incurred for goods and services received that are used in an entity's business and related party payables, assumed at the acquisition date. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 805
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479907/805-20-50-1
| Name: |
us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedCurrentLiabilitiesAccountsPayable |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
credit |
| Period Type: |
instant |
|
| X |
- DefinitionAmount of other liabilities due within one year or within the normal operating cycle, if longer, assumed at the acquisition date. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 805
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479907/805-20-50-1
| Name: |
us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedCurrentLiabilitiesOther |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
credit |
| Period Type: |
instant |
|
| X |
- DefinitionAmount recognized as of the acquisition date for the identifiable assets acquired in excess of (less than) the aggregate liabilities assumed. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 805
-SubTopic 10
-Section 55
-Paragraph 37
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479303/805-10-55-37
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 805
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479907/805-20-50-1
| Name: |
us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedNet |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
debit |
| Period Type: |
instant |
|
| X |
- References
+ Details
| Name: |
us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedNetAbstract |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:stringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionAmount recognized for assets, including goodwill, in excess of (less than) the aggregate liabilities assumed. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 805
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479907/805-20-50-1
| Name: |
us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredGoodwillAndLiabilitiesAssumedNet |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
debit |
| Period Type: |
instant |
|
| X |
- DefinitionAmount, after accumulated impairment loss, of asset representing future economic benefit arising from other asset acquired in business combination or from joint venture formation or both, that is not individually identified and separately recognized. Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 49
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482785/280-10-55-49
Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 24
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482548/350-20-55-24
Reference 3: http://www.xbrl.org/2003/role/exampleRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 100
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482078/820-10-55-100
Reference 4: http://www.xbrl.org/2003/role/exampleRef
-Topic 852
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481372/852-10-55-10
Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(15))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 45
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482598/350-20-45-1
Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1
Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1
Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 942
-SubTopic 210
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-03(10)(1))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478546/942-210-S99-1
| Name: |
us-gaap_Goodwill |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
debit |
| Period Type: |
instant |
|
v3.24.4
| X |
- DefinitionAmount of direct write-downs of accounts receivable charged against the allowance. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 326
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479319/326-20-50-13
| Name: |
us-gaap_AllowanceForDoubtfulAccountsReceivableWriteOffs |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
debit |
| Period Type: |
duration |
|
| X |
- References
+ Details
| Name: |
us-gaap_ReceivablesAbstract |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:stringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
v3.24.4
| X |
- References
+ Details
| Name: |
us-gaap_InventoryNetAbstract |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:stringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionAmount of loss from reductions in inventory due to subsequent measurement adjustments, including, but not limited to, physical deterioration, obsolescence, or changes in price levels. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 330
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483080/330-10-50-2
| Name: |
us-gaap_InventoryWriteDown |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
debit |
| Period Type: |
duration |
|
v3.24.4
| X |
- DefinitionAmount before valuation and LIFO reserves of completed merchandise or goods expected to be sold within one year or operating cycle, if longer. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(6)(a)(1))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
| Name: |
us-gaap_InventoryFinishedGoods |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
debit |
| Period Type: |
instant |
|
| X |
- DefinitionAmount after valuation and LIFO reserves of inventory expected to be sold, or consumed within one year or operating cycle, if longer. Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 852
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481372/852-10-55-10
Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483467/210-10-45-1
Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(6))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
| Name: |
us-gaap_InventoryNet |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
debit |
| Period Type: |
instant |
|
| X |
- References
+ Details
| Name: |
us-gaap_InventoryNetAbstract |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:stringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionAmount before valuation and LIFO reserves of raw materials expected to be sold, or consumed within one year or operating cycle, if longer. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(6)(a)(4))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
| Name: |
us-gaap_InventoryRawMaterials |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
debit |
| Period Type: |
instant |
|
| X |
- DefinitionAmount before valuation and LIFO reserves of merchandise or goods in the production process expected to be completed within one year or operating cycle, if longer. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(6)(a)(3))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
| Name: |
us-gaap_InventoryWorkInProcess |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
debit |
| Period Type: |
instant |
|
v3.24.4
| X |
- DefinitionPrepaid Professional fees.
| Name: |
ngtf_PrepaidProfessionalFees |
| Namespace Prefix: |
ngtf_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
debit |
| Period Type: |
instant |
|
| X |
- DefinitionCarrying value of amounts transferred to third parties for security purposes that are expected to be returned or applied towards payment within one year or during the operating cycle, if shorter. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(8))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
| Name: |
us-gaap_DepositsAssetsCurrent |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
debit |
| Period Type: |
instant |
|
| X |
- DefinitionAmount of current assets classified as other. Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 852
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481372/852-10-55-10
Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(8))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
| Name: |
us-gaap_OtherAssetsCurrent |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
debit |
| Period Type: |
instant |
|
| X |
- DefinitionAmount of asset related to consideration paid in advance for other costs that provide economic benefits within a future period of one year or the normal operating cycle, if longer. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(7))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 340
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483032/340-10-45-1
| Name: |
us-gaap_OtherPrepaidExpenseCurrent |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
debit |
| Period Type: |
instant |
|
| X |
- References
+ Details
| Name: |
us-gaap_PrepaidExpenseAndOtherAssetsCurrentAbstract |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:stringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionAmount of asset related to consideration paid in advance for costs that provide economic benefits within a future period of one year or the normal operating cycle, if longer. Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 1
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483467/210-10-45-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(7))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 340
-SubTopic 10
-Name Accounting Standards Codification
-Section 05
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482955/340-10-05-5
Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 340
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483032/340-10-45-1
| Name: |
us-gaap_PrepaidExpenseCurrent |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
debit |
| Period Type: |
instant |
|
v3.24.4
| X |
- References
+ Details
| Name: |
ngtf_AcquisitionCostsSecuredbyPromissoryNoteDetailsLineItems |
| Namespace Prefix: |
ngtf_ |
| Data Type: |
xbrli:stringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionDescription of any adjustments made to the stated rate to determine the effective rate. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(22)(a)(1))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 835
-SubTopic 30
-Name Accounting Standards Codification
-Section 45
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482925/835-30-45-2
| Name: |
us-gaap_DebtInstrumentInterestRateBasisForEffectiveRate |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:stringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionAmount of investment in equity method investee and investment in and advance to affiliate. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(18))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
| Name: |
us-gaap_InvestmentsInAffiliatesSubsidiariesAssociatesAndJointVentures |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
debit |
| Period Type: |
instant |
|
| X |
- DefinitionIncrease for accrued, but unpaid interest on the credit facility for the period. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(f))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1
| Name: |
us-gaap_LineOfCreditFacilityIncreaseAccruedInterest |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
credit |
| Period Type: |
duration |
|
| X |
- DefinitionThe effective interest rate during the reporting period. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(22)(b))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(19)(b))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
| Name: |
us-gaap_LineOfCreditFacilityInterestRateDuringPeriod |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
dtr-types:percentItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- Details
| Name: |
us-gaap_CreditFacilityAxis=ngtf_LineOfCreditOneMember |
| Namespace Prefix: |
|
| Data Type: |
na |
| Balance Type: |
|
| Period Type: |
|
|
| X |
- Details
| Name: |
us-gaap_CreditFacilityAxis=ngtf_LineOfCreditTwoMember |
| Namespace Prefix: |
|
| Data Type: |
na |
| Balance Type: |
|
| Period Type: |
|
|
v3.24.4
Acquisition Costs Secured by Promissory Note (Details) - Schedule of Subsidiary FHVH Provided Advances to Acquisition - USD ($)
|
Jun. 30, 2024 |
May 09, 2024 |
Mar. 13, 2024 |
Jan. 24, 2024 |
Dec. 06, 2023 |
Nov. 17, 2023 |
Oct. 06, 2023 |
Jun. 01, 2023 |
Apr. 17, 2023 |
| Schedule of Subsidiary FHVH Provided Advances to Acquisition [Line Items] |
|
|
|
|
|
|
|
|
|
| Promissory note |
$ 441,479
|
$ 395,000
|
$ 336,000
|
$ 388,300
|
$ 170,588
|
$ 62,000
|
$ 62,000
|
$ 200,000
|
$ 169,941
|
| Promissory note - acquisition target 1 [Member] |
|
|
|
|
|
|
|
|
|
| Schedule of Subsidiary FHVH Provided Advances to Acquisition [Line Items] |
|
|
|
|
|
|
|
|
|
| Promissory note |
351,380
|
|
|
|
|
|
|
|
|
| Promissory note - acquisition target 2 [Member] |
|
|
|
|
|
|
|
|
|
| Schedule of Subsidiary FHVH Provided Advances to Acquisition [Line Items] |
|
|
|
|
|
|
|
|
|
| Promissory note |
72,500
|
|
|
|
|
|
|
|
|
| Interest receivable under promissory note [Member] |
|
|
|
|
|
|
|
|
|
| Schedule of Subsidiary FHVH Provided Advances to Acquisition [Line Items] |
|
|
|
|
|
|
|
|
|
| Promissory note |
$ 17,599
|
|
|
|
|
|
|
|
|
| X |
- DefinitionLine items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 805
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479907/805-20-50-5
| Name: |
us-gaap_BusinessAcquisitionLineItems |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:stringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionFace (par) amount of debt instrument at time of issuance. Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 835
-SubTopic 30
-Name Accounting Standards Codification
-Section 55
-Paragraph 8
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482949/835-30-55-8
Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B
Reference 3: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 69B
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481568/470-20-55-69B
Reference 4: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 69C
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481568/470-20-55-69C
Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 835
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482900/835-30-50-1
Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 835
-SubTopic 30
-Name Accounting Standards Codification
-Section 45
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482925/835-30-45-2
| Name: |
us-gaap_DebtInstrumentFaceAmount |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
credit |
| Period Type: |
instant |
|
| X |
- Details
| Name: |
us-gaap_DebtInstrumentAxis=ngtf_PromissoryNoteAcquisitionTarget1Member |
| Namespace Prefix: |
|
| Data Type: |
na |
| Balance Type: |
|
| Period Type: |
|
|
| X |
- Details
| Name: |
us-gaap_DebtInstrumentAxis=ngtf_PromissoryNoteAcquisitionTarget2Member |
| Namespace Prefix: |
|
| Data Type: |
na |
| Balance Type: |
|
| Period Type: |
|
|
| X |
- Details
| Name: |
us-gaap_DebtInstrumentAxis=ngtf_InterestReceivableUnderPromissoryNoteMember |
| Namespace Prefix: |
|
| Data Type: |
na |
| Balance Type: |
|
| Period Type: |
|
|
v3.24.4
| X |
- References
+ Details
| Name: |
ngtf_ScheduleOfAccountsPayableAndAccruedLiabilitiesAbstract |
| Namespace Prefix: |
ngtf_ |
| Data Type: |
xbrli:stringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionSum of the carrying values as of the balance sheet date of obligations incurred through that date and due within one year (or the operating cycle, if longer), including liabilities incurred (and for which invoices have typically been received) and payable to vendors for goods and services received, taxes, interest, rent and utilities, accrued salaries and bonuses, payroll taxes and fringe benefits. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(20))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(19))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
| Name: |
us-gaap_AccountsPayableAndAccruedLiabilitiesCurrent |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
credit |
| Period Type: |
instant |
|
| X |
- DefinitionCarrying value as of the balance sheet date of liabilities incurred (and for which invoices have typically been received) and payable to vendors for goods and services received that are used in an entity's business. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer). Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(19)(a))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 852
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481372/852-10-55-10
| Name: |
us-gaap_AccountsPayableCurrent |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
credit |
| Period Type: |
instant |
|
| X |
- DefinitionCarrying value as of the balance sheet date of [accrued] interest payable on all forms of debt, including trade payables, that has been incurred and is unpaid. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer). Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(20))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
| Name: |
us-gaap_InterestPayableCurrent |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
credit |
| Period Type: |
instant |
|
v3.24.4
Debt (Details) - USD ($)
|
|
|
|
|
|
|
|
1 Months Ended |
9 Months Ended |
12 Months Ended |
|
|
|
Jun. 20, 2024 |
Aug. 28, 2023 |
Jun. 29, 2023 |
May 02, 2023 |
Feb. 05, 2023 |
Jun. 10, 2022 |
Dec. 10, 2021 |
Apr. 17, 2023 |
Mar. 24, 2023 |
Feb. 28, 2023 |
Sep. 23, 2022 |
Mar. 31, 2024 |
Jun. 30, 2024 |
Jun. 30, 2023 |
Jun. 30, 2022 |
May 09, 2024 |
Feb. 01, 2024 |
Dec. 10, 2022 |
| Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Purchase of warrant (in Shares) |
|
|
|
|
|
|
|
1,790,000
|
1,790,000
|
1,790,000
|
|
|
28,557,967
|
|
|
|
|
|
| Fixed price (in Dollars per share) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 0.2
|
| Warrants (in Shares) |
|
|
|
|
|
|
|
|
|
|
|
|
650,000
|
|
4,000,000
|
|
|
|
| Warrants at issuance |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 276,066
|
|
|
|
|
| Gross proceeds |
|
|
|
|
|
|
|
|
|
|
|
|
$ 1,000,000
|
|
|
|
|
|
| Cash placement agent fees |
$ 1,750
|
|
|
|
|
|
|
|
|
|
|
|
100,000
|
|
|
|
|
|
| Legal fees |
|
|
|
|
|
|
|
|
|
|
|
|
$ 1,750
|
|
|
|
|
|
| Purchase warrant (in Shares) |
|
650,000
|
600,000
|
|
7,000,000
|
|
|
1,820,000
|
1,820,000
|
1,820,000
|
5,434,783
|
|
|
|
|
|
|
|
| Warrants received (in Shares) |
|
|
|
|
|
|
|
|
|
|
1,086,957
|
|
|
|
|
|
|
|
| Forbearance agreement, description |
|
|
|
|
|
|
|
|
|
|
|
|
The Company shall pay to each Purchaser in cash the sum of $482,250.00 for the full and complete satisfaction of the Notes, which includes all due and owing principal, interest and penalties notwithstanding anything to the contrary in the Notes, as follows: (i) $250,000.00 on or before February 7, 2023; (ii) $50,000.00 on or before February 28, 2023; (iii) $50,000.00 on or before March 31, 2023; (iv) $50,000.00 on or before April 30, 2023; and (v) $82,250.00 on or before May 31, 2023.
|
|
|
|
|
|
| Interest expense |
|
|
|
|
|
|
|
|
|
|
|
$ 0
|
$ 31,250
|
$ 0
|
|
|
|
|
| Common stock price per share (in Dollars per share) |
|
|
|
|
|
|
|
|
|
|
|
|
$ 0.1
|
$ 0.5
|
|
|
|
|
| Common stock shares issued (in Shares) |
|
|
|
|
|
|
|
|
|
|
|
|
128,907,407
|
123,587,968
|
|
|
|
|
| Common stock, par value (in Dollars per share) |
|
|
|
|
|
|
|
|
|
|
|
|
$ 0.001
|
$ 0.001
|
|
|
|
|
| Commission fees |
|
|
|
|
|
|
|
|
|
|
|
|
$ 604,800
|
|
|
|
|
|
| Debt holder |
|
|
|
$ 49,995
|
|
|
|
|
|
|
|
|
113,955
|
|
|
|
|
|
| Stock issued |
|
|
|
16,088
|
|
|
|
|
|
|
|
|
50,000
|
|
|
|
|
|
| Interest payable |
|
|
|
$ 33,907
|
|
|
|
|
|
|
|
|
434,535
|
$ 40,779
|
|
|
|
|
| Promissory Notes [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Sum of promissory note |
|
|
|
|
|
|
|
|
|
|
|
|
$ 12,500
|
|
|
|
|
|
| Conversion price (in Dollars per share) |
|
|
|
|
|
|
|
|
|
|
|
|
$ 0.1
|
|
|
$ 0.033
|
|
|
| Common Stock [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Common stock price per share (in Dollars per share) |
|
|
|
|
|
|
|
|
|
|
|
|
0.12
|
|
|
|
|
|
| Common stock, par value (in Dollars per share) |
|
|
|
|
|
|
|
|
|
|
|
|
$ 0.001
|
$ 0.001
|
|
|
|
|
| Clarke Holdings LLC [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Warrants (in Shares) |
|
|
|
|
|
|
|
|
|
|
|
|
878,260
|
|
|
|
|
|
| Cash commission |
|
|
|
|
|
|
|
|
|
|
|
|
$ 100,000
|
|
|
|
|
|
| Related Party [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Legal fees |
|
|
|
|
|
|
|
|
|
|
|
|
$ 15,192
|
|
|
|
|
|
| Spencer Clarke LLC [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Common stock price per share (in Dollars per share) |
|
|
|
|
|
|
|
|
|
|
|
|
$ 0.08
|
|
|
|
|
|
| Spencer Clarke LLC [Member] | Minimum [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Common stock price per share (in Dollars per share) |
|
|
|
|
|
|
|
|
|
|
|
|
0.1
|
|
|
|
|
|
| Spencer Clarke LLC [Member] | Maximum [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Common stock price per share (in Dollars per share) |
|
|
|
|
|
|
|
|
|
|
|
|
$ 0.3
|
|
|
|
|
|
| Securities Purchase Agreement [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Common stock per share (in Dollars per share) |
|
|
|
|
|
$ 0.2
|
|
|
|
|
|
|
|
|
|
|
|
|
| Forbearance and Exchange Agreement [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Restricted redeemable shares (in Shares) |
|
|
|
|
|
|
|
|
|
|
|
|
1,900,000
|
|
|
|
|
|
| Redeemed per share (in Dollars per share) |
|
|
|
|
|
|
|
|
|
|
|
|
$ 0.1109
|
|
|
|
|
|
| J,H.Darbie & Co [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Warrants (in Shares) |
|
|
|
|
|
|
|
|
|
|
|
|
298,875
|
|
|
|
|
|
| Common stock price per share (in Dollars per share) |
|
|
|
|
|
|
|
|
|
|
|
|
$ 0.12
|
|
|
|
|
|
| Common stock, par value (in Dollars per share) |
|
|
|
|
|
|
|
|
|
|
|
|
0.27
|
|
|
|
|
|
| Convertible Notes Payable [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Accrued interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 39,452
|
$ 43,478
|
|
|
|
| Convertible Notes Payable [Member] | Securities Purchase Agreement [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Principal amount |
|
|
|
|
|
|
$ 1,086,956.52
|
|
|
|
|
|
|
|
|
|
|
|
| Original issue discount |
|
|
|
|
|
|
$ 1,000,000
|
|
|
|
|
|
|
|
|
|
|
|
| Original issue discount, percentage |
|
|
|
|
|
|
8.00%
|
|
|
|
|
|
|
|
|
|
|
|
| Purchase of warrant (in Shares) |
|
|
|
|
|
|
4,000,000
|
|
|
|
|
|
|
|
|
|
|
|
| Notes payable interest rate |
|
|
|
|
|
|
8.00%
|
|
|
|
|
|
|
|
|
|
|
|
| Net proceeds amount |
|
|
|
|
|
|
$ 500,000
|
|
|
|
|
|
|
|
|
|
|
|
| Interest rate, percentage |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8.00%
|
| Fixed price (in Dollars per share) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 0.25
|
| Convertible Notes Payable [Member] | Securities Purchase Agreement [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Warrant exercisable price (in Dollars per share) |
|
|
|
|
|
|
|
|
|
|
|
|
$ 0.25
|
|
|
|
|
|
| Convertible Notes Payable [Member] | Securities Purchase Agreement [Member] | Minimum [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Outstanding principal interest |
|
|
|
|
|
|
|
|
|
|
|
|
115.00%
|
|
|
|
|
|
| Convertible Notes Payable [Member] | Securities Purchase Agreement [Member] | Maximum [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Outstanding principal interest |
|
|
|
|
|
|
|
|
|
|
|
|
120.00%
|
|
|
|
|
|
| Notes Payable, Other Payables [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Sum of promissory note |
|
|
|
|
|
|
|
|
|
|
$ 700,000
|
|
|
|
|
|
|
|
| Purchase price of promissory notes |
|
|
|
|
|
|
|
|
|
|
644,000
|
|
|
|
|
|
|
|
| Discount amouny |
|
|
|
|
|
|
|
|
|
|
$ 56,000
|
|
|
|
|
|
|
|
| Common stock price per share (in Dollars per share) |
|
|
|
|
|
|
|
|
|
|
$ 0.225
|
|
|
|
|
|
|
|
| Notes Payable, Other Payables [Member] | Common Stock [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Warrants at issuance |
|
|
|
|
|
|
|
|
|
|
$ 2,800,000
|
|
|
|
|
|
|
|
| Common stock price per share (in Dollars per share) |
|
|
|
|
|
|
|
|
|
|
$ 0.3
|
|
|
|
|
|
|
|
| Common stock shares issued (in Shares) |
|
|
|
|
|
|
|
|
|
|
7,000,000
|
|
|
|
|
|
|
|
| Notes Payable, Other Payables [Member] | J,H.Darbie & Co [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Fees paid |
|
|
|
|
|
|
|
|
|
|
|
|
$ 6,840
|
|
|
|
|
|
| Promissory Notes [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Notes payable interest rate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.00%
|
|
| Legal fees |
|
|
|
|
|
|
|
|
|
|
|
|
$ 7,000
|
|
|
|
|
|
| Common stock shares issued (in Shares) |
|
|
|
1,500,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Issued warrants (in Shares) |
|
|
|
|
|
|
|
|
|
|
|
|
5,434,783
|
|
|
|
|
|
| Returnable warrants term |
|
|
|
|
|
|
|
|
|
|
|
|
5 years
|
|
|
|
|
|
| Exercise price (in Dollars per share) |
|
|
|
|
|
|
|
|
|
|
|
|
$ 0.3
|
|
|
|
|
|
| Associated fees |
|
|
|
|
|
|
|
|
|
|
|
|
$ 1,750
|
|
|
|
|
|
| Prepayment |
|
|
|
|
|
|
|
|
|
|
|
|
750
|
|
|
|
|
|
| Commission fees |
|
|
|
|
|
|
|
|
|
|
|
|
32,200
|
|
|
|
|
|
| Promissory Notes [Member] | J,H.Darbie & Co [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Fees paid |
|
|
|
|
|
|
|
|
|
|
|
|
$ 32,200
|
|
|
|
|
|
| Purchase of additional warrant (in Shares) |
|
|
|
|
|
|
|
|
|
|
|
|
119,260
|
|
|
|
|
|
| Promissory Notes [Member] | Spencer Clarke LLC [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Purchase of warrant (in Shares) |
|
|
|
|
|
|
|
|
|
|
|
|
500,000
|
|
|
|
|
|
| Cash |
|
|
|
|
|
|
|
|
|
|
|
|
$ 35,000
|
|
|
|
|
|
| PA Warrants [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Warrants (in Shares) |
|
|
|
|
|
|
|
|
|
|
|
|
878,260
|
|
|
|
|
|
| Warrants at issuance |
|
|
|
|
|
|
|
|
|
|
|
|
$ 170,210
|
|
|
|
|
|
| Risk-free interest rate |
|
|
|
|
|
|
|
|
|
|
|
|
1.25%
|
|
|
|
|
|
| Expected life |
|
|
|
|
|
|
|
|
|
|
|
|
5 years
|
|
|
|
|
|
| Expected volatility percentage |
|
|
|
|
|
|
|
|
|
|
|
|
142.53%
|
|
|
|
|
|
| Dividend yield percent |
|
|
|
|
|
|
|
|
|
|
|
|
0.00%
|
|
|
|
|
|
| X |
- DefinitionConvertible price per share.
| Name: |
ngtf_ConvertiblePricePerShare |
| Namespace Prefix: |
ngtf_ |
| Data Type: |
dtr:perShareItemType |
| Balance Type: |
na |
| Period Type: |
instant |
|
| X |
- DefinitionThe per share amount of a exercise Price.
| Name: |
ngtf_ExercisePricePerShare |
| Namespace Prefix: |
ngtf_ |
| Data Type: |
dtr:perShareItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionExpected volatility percentage.
| Name: |
ngtf_ExpectedVolatilityPercentage |
| Namespace Prefix: |
ngtf_ |
| Data Type: |
dtr:percentItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionForbearance Agreement Description.
| Name: |
ngtf_ForbearanceAgreementDescription |
| Namespace Prefix: |
ngtf_ |
| Data Type: |
xbrli:stringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionNet proceeds are the amounts received by the seller after deducting all costs and expenses from the gross proceeds in a transaction arising from the sale of an asset (goods, property, or securities).
| Name: |
ngtf_NetProceedsAmount |
| Namespace Prefix: |
ngtf_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
debit |
| Period Type: |
duration |
|
| X |
- DefinitionPercentage of original discount.
| Name: |
ngtf_OriginalDiscountPercentage |
| Namespace Prefix: |
ngtf_ |
| Data Type: |
dtr:percentItemType |
| Balance Type: |
na |
| Period Type: |
instant |
|
| X |
- DefinitionOutstanding principal interest.
| Name: |
ngtf_OutstandingPrincipalInterest |
| Namespace Prefix: |
ngtf_ |
| Data Type: |
dtr:percentItemType |
| Balance Type: |
na |
| Period Type: |
instant |
|
| X |
- References
+ Details
| Name: |
ngtf_PurchaseOfAdditionalWarrant |
| Namespace Prefix: |
ngtf_ |
| Data Type: |
xbrli:sharesItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionPeriod between returnable warrants or determinable date or upon event certain to occur, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents reported fact of one year, five months, and thirteen days.
| Name: |
ngtf_ReturnableWarrantsTerm |
| Namespace Prefix: |
ngtf_ |
| Data Type: |
xbrli:durationItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionExpected term of award under share-based payment arrangement, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents reported fact of one year, five months, and thirteen days.
| Name: |
ngtf_SharebasedCompensationArrangementBySharebasedPaymentAwardFairValueAssumptionExpectedTerm1 |
| Namespace Prefix: |
ngtf_ |
| Data Type: |
xbrli:durationItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionThe risk-free interest rate assumption that is used in valuing a nonvested share or option award issued to other than an employee.
| Name: |
ngtf_SharebasedGoodsAndNonemployeeServicesTransactionValuationMethodRiskFreeInterestRate |
| Namespace Prefix: |
ngtf_ |
| Data Type: |
dtr:percentItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionShare warrants are instruments that give the holder a right, but not an obligation, to purchase the entity's share at specified price (generally at discounted prices) and date.
| Name: |
ngtf_WarrantsIssued |
| Namespace Prefix: |
ngtf_ |
| Data Type: |
xbrli:sharesItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionAmount of currency on hand as well as demand deposits with banks or financial institutions. Includes other kinds of accounts that have the general characteristics of demand deposits. Excludes cash and cash equivalents within disposal group and discontinued operation. Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 852
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481372/852-10-55-10
Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 946
-SubTopic 830
-Name Accounting Standards Codification
-Section 55
-Paragraph 12
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479168/946-830-55-12
Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 210
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-03(a)(2))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478777/944-210-S99-1
Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 210
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-04(4))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479170/946-210-S99-1
Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 210
-Name Accounting Standards Codification
-Section 45
-Paragraph 21
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477796/946-210-45-21
Reference 6: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(1))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
-Section 45
-Paragraph 20
-SubTopic 210
-Topic 946
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477796/946-210-45-20
| Name: |
us-gaap_Cash |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
debit |
| Period Type: |
instant |
|
| X |
- DefinitionCash and securities deposited in a special reserve account for the exclusive benefit of customers.
| Name: |
us-gaap_CashAndSecuritiesSegregatedUnderSecuritiesExchangeCommissionRegulation |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
debit |
| Period Type: |
instant |
|
| X |
- DefinitionNumber of securities into which the class of warrant or right may be converted. For example, but not limited to, 500,000 warrants may be converted into 1,000,000 shares. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-3
| Name: |
us-gaap_ClassOfWarrantOrRightNumberOfSecuritiesCalledByWarrantsOrRights |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:sharesItemType |
| Balance Type: |
na |
| Period Type: |
instant |
|
| X |
- DefinitionNumber of warrants or rights outstanding.
| Name: |
us-gaap_ClassOfWarrantOrRightOutstanding |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:sharesItemType |
| Balance Type: |
na |
| Period Type: |
instant |
|
| X |
- DefinitionAggregate dividends paid during the period for each share of common stock outstanding. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480008/505-10-S99-1
| Name: |
us-gaap_CommonStockDividendsPerShareCashPaid |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
dtr-types:perShareItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionFace amount or stated value per share of common stock. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(29))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
| Name: |
us-gaap_CommonStockParOrStatedValuePerShare |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
dtr-types:perShareItemType |
| Balance Type: |
na |
| Period Type: |
instant |
|
| X |
- DefinitionTotal number of common shares of an entity that have been sold or granted to shareholders (includes common shares that were issued, repurchased and remain in the treasury). These shares represent capital invested by the firm's shareholders and owners, and may be all or only a portion of the number of shares authorized. Shares issued include shares outstanding and shares held in the treasury. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(29))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
| Name: |
us-gaap_CommonStockSharesIssued |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:sharesItemType |
| Balance Type: |
na |
| Period Type: |
instant |
|
| X |
- DefinitionThe value of the financial instrument(s) that the original debt is being converted into in a noncash (or part noncash) transaction. "Part noncash" refers to that portion of the transaction not resulting in cash receipts or cash payments in the period. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 230
-SubTopic 10
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482913/230-10-50-3
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 230
-SubTopic 10
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482913/230-10-50-5
| Name: |
us-gaap_DebtConversionConvertedInstrumentAmount1 |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
credit |
| Period Type: |
duration |
|
| X |
- DefinitionThe number of warrants issued in exchange for the original debt being converted in a noncash (or part noncash) transaction. "Part noncash" refers to that portion of the transaction not resulting in cash receipts or cash payments in the period. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 230
-SubTopic 10
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482913/230-10-50-3
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 230
-SubTopic 10
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482913/230-10-50-5
| Name: |
us-gaap_DebtConversionConvertedInstrumentWarrantsOrOptionsIssued1 |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:sharesItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionThe amount of the original debt being converted in a noncash (or part noncash) transaction. "Part noncash" refers to that portion of the transaction not resulting in cash receipts or cash payments in the period. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 230
-SubTopic 10
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482913/230-10-50-3
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 230
-SubTopic 10
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482913/230-10-50-5
| Name: |
us-gaap_DebtConversionOriginalDebtAmount1 |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
credit |
| Period Type: |
duration |
|
| X |
- DefinitionAmount of fees associated with providing collateral for the debt instrument. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(22))
-SubTopic 10
-Topic 210
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-3
| Name: |
us-gaap_DebtInstrumentCollateralFee |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
debit |
| Period Type: |
duration |
|
| X |
- DefinitionThe price per share of the conversion feature embedded in the debt instrument. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-5
| Name: |
us-gaap_DebtInstrumentConvertibleConversionPrice1 |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
dtr-types:perShareItemType |
| Balance Type: |
na |
| Period Type: |
instant |
|
| X |
- DefinitionIncrease for accrued, but unpaid interest on the debt instrument for the period. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(f))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1
| Name: |
us-gaap_DebtInstrumentIncreaseAccruedInterest |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
credit |
| Period Type: |
duration |
|
| X |
- DefinitionEffective interest rate for the funds borrowed under the debt agreement considering interest compounding and original issue discount or premium. Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 835
-SubTopic 30
-Name Accounting Standards Codification
-Section 55
-Paragraph 8
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482949/835-30-55-8
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(22)(a)(1))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 835
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482900/835-30-50-1
Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 835
-SubTopic 30
-Name Accounting Standards Codification
-Section 45
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482925/835-30-45-2
Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-6
| Name: |
us-gaap_DebtInstrumentInterestRateEffectivePercentage |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
dtr-types:percentItemType |
| Balance Type: |
na |
| Period Type: |
instant |
|
| X |
- DefinitionLine items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table. Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 835
-SubTopic 30
-Name Accounting Standards Codification
-Section 55
-Paragraph 8
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482949/835-30-55-8
Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(f))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1
Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.12-04(a))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-3
Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B
Reference 5: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 69B
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481568/470-20-55-69B
Reference 6: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 69C
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481568/470-20-55-69C
Reference 7: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 69E
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481568/470-20-55-69E
Reference 8: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 69F
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481568/470-20-55-69F
Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B
Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B
Reference 11: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B
Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B
Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B
Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B
Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1D
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1D
Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1D
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1D
Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1D
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1D
Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1E
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1E
Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1E
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1E
Reference 20: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1E
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1E
Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1F
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1F
Reference 22: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1F
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1F
Reference 23: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1F
-Subparagraph (b)(1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1F
Reference 24: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1F
-Subparagraph (b)(2)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1F
Reference 25: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1I
Reference 26: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 835
-SubTopic 30
-Name Accounting Standards Codification
-Section 45
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482925/835-30-45-2
Reference 27: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 835
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482900/835-30-50-1
| Name: |
us-gaap_DebtInstrumentLineItems |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:stringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionAmount of the required periodic payments applied to principal. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(22))
-SubTopic 10
-Topic 210
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
| Name: |
us-gaap_DebtInstrumentPeriodicPaymentPrincipal |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
debit |
| Period Type: |
duration |
|
| X |
- DefinitionPar value per share of mandatory redeemable financial instrument classified as liability. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-SubTopic 10
-Topic 480
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481648/480-10-50-4
| Name: |
us-gaap_FinancialInstrumentSubjectToMandatoryRedemptionParValuePerShare |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
dtr-types:perShareItemType |
| Balance Type: |
na |
| Period Type: |
instant |
|
| X |
- DefinitionAmount of interest expense classified as other.
| Name: |
us-gaap_InterestExpenseOther |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
debit |
| Period Type: |
duration |
|
| X |
- DefinitionAmount of interest payable on debt, including, but not limited to, trade payables. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 942
-SubTopic 210
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-03(15)(5))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478546/942-210-S99-1
Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 944
-SubTopic 210
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-03(a)(15)(a))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478777/944-210-S99-1
| Name: |
us-gaap_InterestPayableCurrentAndNoncurrent |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
credit |
| Period Type: |
instant |
|
| X |
- DefinitionRate of interest on investment. Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 946
-SubTopic 210
-Name Accounting Standards Codification
-Section 55
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477439/946-210-55-1
Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481800/320-10-50-2
Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481800/320-10-50-5
Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 320
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SX 210.12-12A(Column A)(Footnote 2))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477271/946-320-S99-2
Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 320
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SX 210.12-12A(Column A)(Footnote 3))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477271/946-320-S99-2
Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 320
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.12-12(Column A)(Footnote 2))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477271/946-320-S99-1
Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 320
-Name Accounting Standards Codification
-Section S99
-Paragraph 6
-Subparagraph (SX 210.12-14(Column A)(Footnote 2))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477271/946-320-S99-6
Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 320
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.12-12(Column A)(Footnote 4))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477271/946-320-S99-1
Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 320
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.12-12B(Column A)(Footnote 3))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477271/946-320-S99-3
Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 320
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.12-12B(Column A)(Footnote 4)(a))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477271/946-320-S99-3
Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 320
-Name Accounting Standards Codification
-Section S99
-Paragraph 6
-Subparagraph (SX 210.12-14(Column A)(Footnote 3))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477271/946-320-S99-6
| Name: |
us-gaap_InvestmentInterestRate |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
dtr-types:percentItemType |
| Balance Type: |
na |
| Period Type: |
instant |
|
| X |
- DefinitionThe amount of expense provided in the period for legal costs incurred on or before the balance sheet date pertaining to resolved, pending or threatened litigation, including arbitration and mediation proceedings. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(6))
-SubTopic 10
-Topic 220
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483621/220-10-S99-2
| Name: |
us-gaap_LegalFees |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
debit |
| Period Type: |
duration |
|
| X |
- DefinitionFees paid to an agent employed by a corporation or mutual fund to maintain shareholder records, including purchases, sales, and account balances. Also includes custodian fees incurred during an accounting period from an agent, bank, trust company, or other organization that holds and safeguards an individual's, mutual fund's, or investment company's assets for them. These fees will be billed back to the client and are a component of noninterest expense. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 942
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(14))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478524/942-220-S99-1
| Name: |
us-gaap_NoninterestExpenseTransferAgentAndCustodianFees |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
debit |
| Period Type: |
duration |
|
| X |
- DefinitionIncluding the current and noncurrent portions, aggregate carrying amount of all types of notes payable, as of the balance sheet date, with initial maturities beyond one year or beyond the normal operating cycle, if longer. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(22))
-SubTopic 10
-Topic 210
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 942
-SubTopic 210
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-03(16))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478546/942-210-S99-1
Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 944
-SubTopic 210
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-03(a)(16)(a)(2))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478777/944-210-S99-1
Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 944
-SubTopic 210
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-03(a)(17))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478777/944-210-S99-1
| Name: |
us-gaap_NotesPayable |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
credit |
| Period Type: |
instant |
|
| X |
- DefinitionThe value of notes retired (or transferred to another entity) in noncash investing or financing transactions. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 230
-SubTopic 10
-Section 50
-Paragraph 4
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482913/230-10-50-4
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 230
-SubTopic 10
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482913/230-10-50-3
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 230
-SubTopic 10
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482913/230-10-50-5
| Name: |
us-gaap_NotesReduction |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
debit |
| Period Type: |
duration |
|
| X |
- DefinitionAmount of cash outflow for fees classified as other. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Section 45
-Paragraph 25
-Subparagraph (g)
-SubTopic 10
-Topic 230
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482740/230-10-45-25
| Name: |
us-gaap_PaymentsForFees |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
credit |
| Period Type: |
duration |
|
| X |
- DefinitionAmount of cash outflow for cost from early extinguishment and prepayment of debt. Includes, but is not limited to, third-party cost, premium paid, and other fee paid to lender directly for debt extinguishment or debt prepayment. Excludes accrued interest. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Section 45
-Paragraph 15
-Subparagraph (g)
-SubTopic 10
-Topic 230
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482740/230-10-45-15
| Name: |
us-gaap_PaymentsOfDebtExtinguishmentCosts |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
credit |
| Period Type: |
duration |
|
| X |
- DefinitionThe cumulative amount of offering costs allocated to the preferred partners. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 5
-Subparagraph (SAB Topic 4.F)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480008/505-10-S99-5
| Name: |
us-gaap_PreferredUnitsOfferingCosts |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
debit |
| Period Type: |
instant |
|
| X |
- DefinitionThe cash inflow from issuance of rights to purchase common shares at predetermined price (usually issued together with corporate debt). Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Section 45
-Paragraph 14
-Subparagraph (a)
-SubTopic 10
-Topic 230
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482740/230-10-45-14
| Name: |
us-gaap_ProceedsFromIssuanceOfWarrants |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
debit |
| Period Type: |
duration |
|
| X |
- DefinitionThe cash inflow from a borrowing supported by a written promise to pay an obligation. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 230
-SubTopic 10
-Section 45
-Paragraph 14
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482740/230-10-45-14
| Name: |
us-gaap_ProceedsFromNotesPayable |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
debit |
| Period Type: |
duration |
|
| X |
- DefinitionNumber, after shares used to satisfy grantee's tax withholding obligation for award under share-based payment arrangement, of restricted shares issued. Excludes cash used to satisfy grantee's tax withholding obligation.
| Name: |
us-gaap_RestrictedStockSharesIssuedNetOfSharesForTaxWithholdings |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:sharesItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionPrimarily represents commissions incurred in the period based upon the sale by commissioned employees or third parties of the entity's goods or services, and fees for sales assistance or product enhancements performed by third parties (such as a distributor or value added reseller). Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(4))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483621/220-10-S99-2
| Name: |
us-gaap_SalesCommissionsAndFees |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
debit |
| Period Type: |
duration |
|
| X |
- DefinitionThe estimated dividend rate (a percentage of the share price) to be paid (expected dividends) to holders of the underlying shares over the option's term. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (f)(2)(iii)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2
| Name: |
us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsExpectedDividendRate |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
dtr-types:percentItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionPer share or per unit amount of equity securities issued.
| Name: |
us-gaap_SharesIssuedPricePerShare |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
dtr-types:perShareItemType |
| Balance Type: |
na |
| Period Type: |
instant |
|
| X |
- DefinitionThe fair value of stock issued in noncash financing activities. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 230
-SubTopic 10
-Section 50
-Paragraph 4
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482913/230-10-50-4
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 230
-SubTopic 10
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482913/230-10-50-3
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 230
-SubTopic 10
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482913/230-10-50-5
| Name: |
us-gaap_StockIssued1 |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
credit |
| Period Type: |
duration |
|
| X |
- DefinitionPer share decrease in exercise price of warrant. Excludes change due to standard antidilution provision. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-3
| Name: |
us-gaap_WarrantExercisePriceDecrease |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
dtr-types:perShareItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionNumber of shares of common stock subject to repurchase or cancellation determined by relating the portion of time within a reporting period that these shares have been outstanding to the total time in that period. Common stock subject to repurchase are outstanding common shares that are contingently returnable (that is, subject to recall). Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482689/260-10-45-13
| Name: |
us-gaap_WeightedAverageNumberOfSharesCommonStockSubjectToRepurchaseOrCancellation |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:sharesItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- Details
| Name: |
us-gaap_DebtInstrumentAxis=ngtf_PromissoryNotesMember |
| Namespace Prefix: |
|
| Data Type: |
na |
| Balance Type: |
|
| Period Type: |
|
|
| X |
- Details
| Name: |
us-gaap_ClassOfWarrantOrRightAxis=us-gaap_CommonStockMember |
| Namespace Prefix: |
|
| Data Type: |
na |
| Balance Type: |
|
| Period Type: |
|
|
| X |
- Details
| Name: |
srt_RangeAxis=srt_MinimumMember |
| Namespace Prefix: |
|
| Data Type: |
na |
| Balance Type: |
|
| Period Type: |
|
|
| X |
- Details
| Name: |
srt_RangeAxis=srt_MaximumMember |
| Namespace Prefix: |
|
| Data Type: |
na |
| Balance Type: |
|
| Period Type: |
|
|
| X |
- Details
| Name: |
us-gaap_ShortTermDebtTypeAxis=us-gaap_ConvertibleNotesPayableMember |
| Namespace Prefix: |
|
| Data Type: |
na |
| Balance Type: |
|
| Period Type: |
|
|
| X |
- Details
| Name: |
us-gaap_ShortTermDebtTypeAxis=us-gaap_NotesPayableOtherPayablesMember |
| Namespace Prefix: |
|
| Data Type: |
na |
| Balance Type: |
|
| Period Type: |
|
|
| X |
- Details
| Name: |
us-gaap_ShortTermDebtTypeAxis=ngtf_PromissoryNotesMember |
| Namespace Prefix: |
|
| Data Type: |
na |
| Balance Type: |
|
| Period Type: |
|
|
| X |
- Details
| Name: |
us-gaap_FinancialInstrumentAxis=ngtf_PAWarrantsMember |
| Namespace Prefix: |
|
| Data Type: |
na |
| Balance Type: |
|
| Period Type: |
|
|
v3.24.4
Debt (Details) - Detail 2 - USD ($)
|
|
|
|
|
|
|
|
|
|
|
|
1 Months Ended |
12 Months Ended |
|
Jun. 20, 2024 |
May 09, 2024 |
Mar. 13, 2024 |
Jan. 24, 2024 |
Dec. 06, 2023 |
Oct. 06, 2023 |
Aug. 28, 2023 |
Jul. 07, 2023 |
Jun. 29, 2023 |
Jun. 01, 2023 |
Feb. 05, 2023 |
Nov. 17, 2023 |
Apr. 17, 2023 |
Mar. 24, 2023 |
Feb. 28, 2023 |
Sep. 23, 2022 |
Jun. 30, 2024 |
Jun. 30, 2023 |
Jun. 30, 2022 |
| Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Principal amount |
|
$ 395,000
|
$ 336,000
|
$ 388,300
|
$ 170,588
|
$ 62,000
|
|
|
|
$ 200,000
|
|
$ 62,000
|
$ 169,941
|
|
|
|
$ 441,479
|
|
|
|
| Purchase warrant (in Shares) |
|
|
|
|
|
|
650,000
|
|
600,000
|
|
7,000,000
|
|
1,820,000
|
1,820,000
|
1,820,000
|
5,434,783
|
|
|
|
|
| Exercise price (in Dollars per share) |
|
|
|
|
|
|
|
$ 0.0333
|
$ 0.1
|
|
$ 0.1
|
|
$ 0.1
|
$ 0.1
|
$ 0.1
|
|
$ 0.03333
|
|
|
$ 0.25
|
| Purchase of warrant (in Shares) |
|
|
|
|
|
|
|
|
|
|
|
|
1,790,000
|
1,790,000
|
1,790,000
|
|
28,557,967
|
|
|
|
| Common stock, par value (in Dollars per share) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 0.001
|
$ 0.001
|
|
|
| Purchase price |
|
335,750
|
$ 285,600
|
$ 330,055
|
$ 145,000
|
$ 52,700
|
|
|
$ 55,250
|
170,000
|
|
$ 52,700
|
$ 136,800
|
$ 136,800
|
$ 136,800
|
|
|
|
|
|
| Legal fees |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 1,750
|
|
|
|
| Warrants to purchase shares (in Shares) |
|
|
|
|
|
|
|
4,800,000
|
|
|
|
|
|
|
|
|
57,000
|
|
|
|
| Common stock price per share (in Dollars per share) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 0.1
|
$ 0.5
|
|
|
| Interest payable |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 432,154
|
$ 172,769
|
[1] |
|
| Cash placement agent fees |
$ 1,750
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 100,000
|
|
|
|
| Shares of common stock (in Shares) |
1,000,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,871,800
|
|
|
| Purchase issue amount |
|
$ 59,250
|
|
|
|
|
|
|
$ 9,750
|
$ 30,000
|
|
|
$ 24,141
|
24,141
|
|
|
|
|
|
|
| Common Stock [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Common stock, par value (in Dollars per share) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 0.001
|
$ 0.001
|
|
|
| Common stock price per share (in Dollars per share) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.12
|
|
|
|
| Debtholder Converted [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Converted debt |
$ 33,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Interest payable |
$ 31,250
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Minimum [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Exercise price (in Dollars per share) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.05
|
|
|
| Maximum [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Exercise price (in Dollars per share) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 0.125
|
|
|
| Spencer Clarke, LLC [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Exercise price (in Dollars per share) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 0.033
|
|
|
|
| Warrants to purchase shares (in Shares) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
200,000
|
|
|
|
| Common stock price per share (in Dollars per share) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 0.08
|
|
|
|
| Spencer Clarke, LLC [Member] | Minimum [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Warrants to purchase shares (in Shares) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
179,000
|
|
|
|
| Common stock price per share (in Dollars per share) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 0.1
|
|
|
|
| Spencer Clarke, LLC [Member] | Maximum [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Warrants to purchase shares (in Shares) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
182,000
|
|
|
|
| Common stock price per share (in Dollars per share) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 0.3
|
|
|
|
| Mast Hill [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Principal amount |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
169,941
|
|
|
|
|
|
| J.H. Darbie & Co., Inc. [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Warrants to purchase shares (in Shares) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
23,021
|
|
|
|
| Fees paid |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 2,763
|
|
|
|
| Mast Hill [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Principal amount |
|
|
|
|
|
|
|
|
|
|
$ 619,000
|
|
|
$ 169,941
|
|
|
|
|
|
|
| Actual amount |
|
|
|
|
|
|
|
|
|
|
526,150
|
|
|
|
|
|
|
|
|
|
| Original issue discount |
|
|
|
|
|
|
|
|
|
|
$ 92,850
|
|
|
|
$ 24,141
|
|
|
|
|
|
| Purchase warrant (in Shares) |
|
|
|
|
|
|
|
|
|
|
6,900,000
|
|
|
|
|
|
|
|
|
|
| Exercise price (in Dollars per share) |
|
|
|
|
|
|
|
|
|
|
|
|
$ 0.1
|
$ 0.1
|
$ 0.1
|
|
|
|
|
|
| Cash fee |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13,680
|
|
|
|
| Mast Hill [Member] | J.H. Darbie & Co. [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Fees paid |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 10,000
|
|
|
|
| Purchase of warrant (in Shares) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
219,230
|
|
|
|
| Common stock, par value (in Dollars per share) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 0.12
|
|
|
|
| Mast Hill [Member] | Spencer Clarke, LLC [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Cash |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 52,615
|
|
|
|
| Mast Hill [Member] | Spencer Clarke, LLC [Member] | Minimum [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Purchase of warrant (in Shares) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
690,000
|
|
|
|
| Mast Hill [Member] | Spencer Clarke, LLC [Member] | Maximum [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Purchase of warrant (in Shares) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
700,000
|
|
|
|
| J.H. Darbie & Co. [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Common stock, par value (in Dollars per share) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 0.27
|
|
|
|
| Warrants to purchase shares (in Shares) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
57,000
|
|
|
|
| Common stock price per share (in Dollars per share) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 0.12
|
|
|
|
| Spencer Clarke, LLC [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Warrants to purchase shares (in Shares) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
57,000
|
|
|
|
| Cash fee |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 13,680
|
|
|
|
| Warrants (in Shares) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
182,000
|
|
|
|
| Promissory Notes [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Exercise price (in Dollars per share) |
|
|
|
|
|
|
|
|
|
|
$ 0.3
|
|
|
|
|
|
|
|
|
|
| Legal fees |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 7,000
|
|
|
|
| Promissory Notes [Member] | J.H. Darbie & Co. [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Fees paid |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 32,200
|
|
|
|
| Promissory Notes [Member] | Spencer Clarke, LLC [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Purchase of warrant (in Shares) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
500,000
|
|
|
|
| Cash |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 35,000
|
|
|
|
| Promissory Notes [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Common stock price per share (in Dollars per share) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 0.225
|
|
|
|
|
| Promissory Notes [Member] | Common Stock [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Common stock price per share (in Dollars per share) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 0.3
|
|
|
|
|
| Promissory Notes [Member] | J.H. Darbie & Co., Inc. [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Fees paid |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,840
|
|
|
|
| Promissory Notes [Member] | J.H. Darbie & Co. [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Fees paid |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 6,840
|
|
|
|
| First Warrants [Member] | Mast Hill [Member] | Spencer Clarke, LLC [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Purchase of warrant (in Shares) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
619,000
|
|
|
|
| Common stock, par value (in Dollars per share) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 0.1
|
|
|
|
| First Warrants [Member] | Mast Hill [Member] | Spencer Clarke, LLC [Member] | Minimum [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Common stock, par value (in Dollars per share) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.1
|
|
|
|
| First Warrants [Member] | Mast Hill [Member] | Spencer Clarke, LLC [Member] | Maximum [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Common stock, par value (in Dollars per share) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 0.3
|
|
|
|
| Warrant [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Warrants to purchase shares (in Shares) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
618,079
|
|
|
|
| Common stock price per share (in Dollars per share) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 0.12
|
|
|
|
| Warrant [Member] | Minimum [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Common stock price per share (in Dollars per share) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.10
|
|
|
|
| Warrant [Member] | Maximum [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Common stock price per share (in Dollars per share) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 0.08
|
|
|
|
| Warrant [Member] | Spencer Clarke, LLC [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Warrants to purchase shares (in Shares) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
200,000
|
|
|
|
| Warrant [Member] | Spencer Clarke, LLC [Member] | Maximum [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Common stock price per share (in Dollars per share) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 0.30
|
|
|
|
| Warrant [Member] | Mast Hill [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Common stock price per share (in Dollars per share) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.08
|
|
|
|
| Warrant [Member] | Spencer Clarke, LLC [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Common stock price per share (in Dollars per share) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 0.033
|
|
|
|
| Warrants to purchase shares (in Shares) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
200,000
|
|
|
|
| Warrant [Member] | Spencer Clarke, LLC [Member] | Minimum [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Warrants to purchase shares (in Shares) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
179,000
|
|
|
|
| Warrant [Member] | Spencer Clarke, LLC [Member] | Maximum [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Warrants to purchase shares (in Shares) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
182,000
|
|
|
|
| Common stock price per share (in Dollars per share) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 0.10
|
|
|
|
| Warrants to purchase shares (in Shares) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
182,000
|
|
|
|
| Warrants [Member] | Spencer Clarke, LLC [Member] | Minimum [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Warrants to purchase shares (in Shares) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
179,000
|
|
|
|
| Warrants [Member] | J.H. Darbie & Co. [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Legal fees |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 6,840
|
|
|
|
|
|
| X |
- DefinitionPurchase of warrant shares.
| Name: |
ngtf_PurchaseOfWarrantShares |
| Namespace Prefix: |
ngtf_ |
| Data Type: |
xbrli:sharesItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionWarrants to purchase shares.
| Name: |
ngtf_WarrantsToPurchaseShares |
| Namespace Prefix: |
ngtf_ |
| Data Type: |
xbrli:sharesItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionWarrants are a derivative that give the right, but not the obligation, to buy or sell a security—most commonly an equity—at a certain price before expiration. The price at which the underlying security can be bought or sold is referred to as the exercise price or strike price.
| Name: |
ngtf_warrants |
| Namespace Prefix: |
ngtf_ |
| Data Type: |
xbrli:sharesItemType |
| Balance Type: |
na |
| Period Type: |
instant |
|
| X |
- DefinitionAmount of currency on hand as well as demand deposits with banks or financial institutions. Includes other kinds of accounts that have the general characteristics of demand deposits. Excludes cash and cash equivalents within disposal group and discontinued operation. Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 852
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481372/852-10-55-10
Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 946
-SubTopic 830
-Name Accounting Standards Codification
-Section 55
-Paragraph 12
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479168/946-830-55-12
Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 210
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-03(a)(2))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478777/944-210-S99-1
Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 210
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-04(4))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479170/946-210-S99-1
Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 210
-Name Accounting Standards Codification
-Section 45
-Paragraph 21
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477796/946-210-45-21
Reference 6: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(1))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
-Section 45
-Paragraph 20
-SubTopic 210
-Topic 946
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477796/946-210-45-20
| Name: |
us-gaap_Cash |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
debit |
| Period Type: |
instant |
|
| X |
- DefinitionExercise price per share or per unit of warrants or rights outstanding. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-3
| Name: |
us-gaap_ClassOfWarrantOrRightExercisePriceOfWarrantsOrRights1 |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
dtr-types:perShareItemType |
| Balance Type: |
na |
| Period Type: |
instant |
|
| X |
- DefinitionNumber of warrants or rights outstanding.
| Name: |
us-gaap_ClassOfWarrantOrRightOutstanding |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:sharesItemType |
| Balance Type: |
na |
| Period Type: |
instant |
|
| X |
- DefinitionFace amount or stated value per share of common stock. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(29))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
| Name: |
us-gaap_CommonStockParOrStatedValuePerShare |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
dtr-types:perShareItemType |
| Balance Type: |
na |
| Period Type: |
instant |
|
| X |
- DefinitionNumber of common units issued of limited liability company (LLC). Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480008/505-10-S99-1
| Name: |
us-gaap_CommonUnitIssued |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:sharesItemType |
| Balance Type: |
na |
| Period Type: |
instant |
|
| X |
- DefinitionThe amount by which the convertible debt's if-converted value exceeds its principle amount at the balance sheet date, regardless of whether the instrument is currently convertible. This element applies to public companies only. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 5
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-5
| Name: |
us-gaap_DebtInstrumentConvertibleIfConvertedValueInExcessOfPrincipal |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
credit |
| Period Type: |
duration |
|
| X |
- DefinitionFace (par) amount of debt instrument at time of issuance. Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 835
-SubTopic 30
-Name Accounting Standards Codification
-Section 55
-Paragraph 8
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482949/835-30-55-8
Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B
Reference 3: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 69B
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481568/470-20-55-69B
Reference 4: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 69C
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481568/470-20-55-69C
Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 835
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482900/835-30-50-1
Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 835
-SubTopic 30
-Name Accounting Standards Codification
-Section 45
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482925/835-30-45-2
| Name: |
us-gaap_DebtInstrumentFaceAmount |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
credit |
| Period Type: |
instant |
|
| X |
- DefinitionAmount of the fee that accompanies borrowing money under the debt instrument. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(22)(b))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
| Name: |
us-gaap_DebtInstrumentFeeAmount |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
debit |
| Period Type: |
instant |
|
| X |
- DefinitionLine items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table. Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 835
-SubTopic 30
-Name Accounting Standards Codification
-Section 55
-Paragraph 8
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482949/835-30-55-8
Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(f))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1
Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.12-04(a))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-3
Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B
Reference 5: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 69B
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481568/470-20-55-69B
Reference 6: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 69C
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481568/470-20-55-69C
Reference 7: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 69E
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481568/470-20-55-69E
Reference 8: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 69F
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481568/470-20-55-69F
Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B
Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B
Reference 11: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B
Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B
Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B
Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B
Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1D
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1D
Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1D
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1D
Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1D
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1D
Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1E
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1E
Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1E
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1E
Reference 20: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1E
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1E
Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1F
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1F
Reference 22: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1F
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1F
Reference 23: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1F
-Subparagraph (b)(1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1F
Reference 24: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1F
-Subparagraph (b)(2)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1F
Reference 25: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1I
Reference 26: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 835
-SubTopic 30
-Name Accounting Standards Codification
-Section 45
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482925/835-30-45-2
Reference 27: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 835
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482900/835-30-50-1
| Name: |
us-gaap_DebtInstrumentLineItems |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:stringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionAmount of the cost of borrowed funds accounted for as interest expense for debt. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(8))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483621/220-10-S99-2
Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 69E
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481568/470-20-55-69E
Reference 3: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 69F
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481568/470-20-55-69F
Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1F
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1F
Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-6
| Name: |
us-gaap_InterestExpenseDebt |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
debit |
| Period Type: |
duration |
|
| X |
- DefinitionAmount of financial support committed by investment company to investee that is contractually required. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 15
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-15
Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 15
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-15
| Name: |
us-gaap_InvestmentCompanyFinancialSupportToInvesteeContractuallyRequiredAmount |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
credit |
| Period Type: |
instant |
|
| X |
- DefinitionThe amount of expense provided in the period for legal costs incurred on or before the balance sheet date pertaining to resolved, pending or threatened litigation, including arbitration and mediation proceedings. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(6))
-SubTopic 10
-Topic 220
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483621/220-10-S99-2
| Name: |
us-gaap_LegalFees |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
debit |
| Period Type: |
duration |
|
| X |
- DefinitionAmount, before effect of reinsurance and after current period update of cash flow assumption, of expected net premium component for liability for future policy benefit, discounted at original rate. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 944
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480081/944-40-50-6
Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 944
-SubTopic 40
-Name Accounting Standards Codification
-Section 55
-Paragraph 29E
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480046/944-40-55-29E
Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 944
-SubTopic 40
-Name Accounting Standards Codification
-Section 65
-Paragraph 2
-Subparagraph (g)(1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480016/944-40-65-2
| Name: |
us-gaap_LiabilityForFuturePolicyBenefitExpectedNetPremiumOriginalDiscountRateBeforeReinsuranceAfterCashFlowChange |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
debit |
| Period Type: |
instant |
|
| X |
- DefinitionFees paid to an agent employed by a corporation or mutual fund to maintain shareholder records, including purchases, sales, and account balances. Also includes custodian fees incurred during an accounting period from an agent, bank, trust company, or other organization that holds and safeguards an individual's, mutual fund's, or investment company's assets for them. These fees will be billed back to the client and are a component of noninterest expense. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 942
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(14))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478524/942-220-S99-1
| Name: |
us-gaap_NoninterestExpenseTransferAgentAndCustodianFees |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
debit |
| Period Type: |
duration |
|
| X |
- DefinitionAmount paid to managing member or general partner, affiliate of managing member or general partner, or affiliate of limited liability company (LLC) or limited partnership (LP) for administrative services provided to the LLC or LP, for example, but not limited to, salaries, rent, or overhead costs. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483326/850-10-50-1
Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 230
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 17
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482740/230-10-45-17
| Name: |
us-gaap_PaymentForAdministrativeFees |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
credit |
| Period Type: |
duration |
|
| X |
- DefinitionAmount of cash outflow for fees classified as other. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Section 45
-Paragraph 25
-Subparagraph (g)
-SubTopic 10
-Topic 230
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482740/230-10-45-25
| Name: |
us-gaap_PaymentsForFees |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
credit |
| Period Type: |
duration |
|
| X |
- DefinitionPer share or per unit amount of equity securities issued.
| Name: |
us-gaap_SharesIssuedPricePerShare |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
dtr-types:perShareItemType |
| Balance Type: |
na |
| Period Type: |
instant |
|
| X |
- DefinitionA device of credit enhancement where a part of the purchase price for the receivable/ payable is retained to serve as a cash collateral. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 230
-SubTopic 10
-Section 50
-Paragraph 4
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482913/230-10-50-4
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 230
-SubTopic 10
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482913/230-10-50-3
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 230
-SubTopic 10
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482913/230-10-50-5
| Name: |
us-gaap_SupplementalDeferredPurchasePrice |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
debit |
| Period Type: |
duration |
|
| X |
- DefinitionNumber of shares of common stock subject to repurchase or cancellation determined by relating the portion of time within a reporting period that these shares have been outstanding to the total time in that period. Common stock subject to repurchase are outstanding common shares that are contingently returnable (that is, subject to recall). Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482689/260-10-45-13
| Name: |
us-gaap_WeightedAverageNumberOfSharesCommonStockSubjectToRepurchaseOrCancellation |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:sharesItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- Details
| Name: |
us-gaap_ClassOfWarrantOrRightAxis=us-gaap_CommonStockMember |
| Namespace Prefix: |
|
| Data Type: |
na |
| Balance Type: |
|
| Period Type: |
|
|
| X |
- Details
| Name: |
us-gaap_DebtInstrumentAxis=ngtf_DebtholderConvertedMember |
| Namespace Prefix: |
|
| Data Type: |
na |
| Balance Type: |
|
| Period Type: |
|
|
| X |
- Details
| Name: |
srt_RangeAxis=srt_MinimumMember |
| Namespace Prefix: |
|
| Data Type: |
na |
| Balance Type: |
|
| Period Type: |
|
|
| X |
- Details
| Name: |
srt_RangeAxis=srt_MaximumMember |
| Namespace Prefix: |
|
| Data Type: |
na |
| Balance Type: |
|
| Period Type: |
|
|
| X |
- Details
| Name: |
us-gaap_ShortTermDebtTypeAxis=ngtf_PromissoryNotesMember |
| Namespace Prefix: |
|
| Data Type: |
na |
| Balance Type: |
|
| Period Type: |
|
|
| X |
- Details
| Name: |
us-gaap_ShortTermDebtTypeAxis=us-gaap_NotesPayableOtherPayablesMember |
| Namespace Prefix: |
|
| Data Type: |
na |
| Balance Type: |
|
| Period Type: |
|
|
| X |
- Details
| Name: |
us-gaap_FinancialInstrumentAxis=ngtf_FirstWarrantsMember |
| Namespace Prefix: |
|
| Data Type: |
na |
| Balance Type: |
|
| Period Type: |
|
|
| X |
- Details
| Name: |
us-gaap_FinancialInstrumentAxis=us-gaap_WarrantMember |
| Namespace Prefix: |
|
| Data Type: |
na |
| Balance Type: |
|
| Period Type: |
|
|
| X |
- Details
| Name: |
us-gaap_FinancialInstrumentAxis=ngtf_WarrantsMember |
| Namespace Prefix: |
|
| Data Type: |
na |
| Balance Type: |
|
| Period Type: |
|
|
| X |
- Details
| Name: |
us-gaap_SubsidiarySaleOfStockAxis=ngtf_WarrantsMember |
| Namespace Prefix: |
|
| Data Type: |
na |
| Balance Type: |
|
| Period Type: |
|
|
v3.24.4
Debt (Details) - Detail 3 - USD ($)
|
|
|
|
|
|
|
|
|
|
|
|
1 Months Ended |
12 Months Ended |
|
|
May 09, 2024 |
Mar. 13, 2024 |
Feb. 01, 2024 |
Jan. 24, 2024 |
Dec. 06, 2023 |
Oct. 06, 2023 |
Aug. 28, 2023 |
Jul. 07, 2023 |
Jun. 29, 2023 |
Jun. 01, 2023 |
Feb. 05, 2023 |
Nov. 17, 2023 |
Aug. 28, 2023 |
Apr. 17, 2023 |
Mar. 24, 2023 |
Feb. 28, 2023 |
Sep. 23, 2022 |
Jun. 30, 2024 |
Jun. 30, 2023 |
Jun. 30, 2022 |
| Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Principal amount |
$ 395,000
|
$ 336,000
|
|
$ 388,300
|
$ 170,588
|
$ 62,000
|
|
|
|
$ 200,000
|
|
$ 62,000
|
|
$ 169,941
|
|
|
|
$ 441,479
|
|
|
| Purchase price |
335,750
|
285,600
|
|
330,055
|
145,000
|
52,700
|
|
|
$ 55,250
|
170,000
|
|
52,700
|
|
136,800
|
$ 136,800
|
$ 136,800
|
|
|
|
|
| Purchase issue amount |
59,250
|
|
|
|
|
|
|
|
$ 9,750
|
$ 30,000
|
|
|
|
$ 24,141
|
$ 24,141
|
|
|
|
|
|
| Warrants (in Shares) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
650,000
|
|
4,000,000
|
| Exercise price (in Dollars per share) |
|
|
|
|
|
|
|
$ 0.0333
|
$ 0.1
|
|
$ 0.1
|
|
|
$ 0.1
|
$ 0.1
|
$ 0.1
|
|
$ 0.03333
|
|
$ 0.25
|
| Discount amount |
|
|
|
|
|
$ 9,300
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Conversion price per share (in Dollars per share) |
|
|
|
|
|
$ 0.033
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Prepayment |
|
|
|
|
|
$ 750
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Outstanding principal amount, percentage |
|
|
|
|
|
50.00%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Repayment percentage |
|
|
|
|
|
150.00%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Cash fee |
|
|
|
|
$ 14,500
|
$ 5,270
|
|
|
|
|
|
$ 5,270
|
|
|
|
|
|
$ 5,100
|
|
|
| Warrants share (in Shares) |
|
|
|
|
439,394
|
159,697
|
|
|
|
|
|
159,697
|
|
|
|
|
|
650,000
|
|
|
| Exercise price per share (in Dollars per share) |
|
|
|
|
$ 0.033
|
$ 0.033
|
|
|
|
|
|
$ 0.033
|
|
|
|
|
|
$ 0.033
|
|
|
| Discount amount |
|
$ 50,400
|
|
$ 58,245
|
$ 25,588
|
|
|
|
|
|
|
$ 9,300
|
|
|
|
|
|
|
|
|
| Conversion amount |
$ 1,750
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Purchase warrant (in Shares) |
|
|
|
|
|
|
650,000
|
|
600,000
|
|
7,000,000
|
|
|
1,820,000
|
1,820,000
|
1,820,000
|
5,434,783
|
|
|
|
| Common stock (in Shares) |
|
|
|
|
|
|
|
|
1,477,272
|
|
|
|
|
|
|
|
|
|
|
|
| Warrants to purchase shares (in Shares) |
|
|
|
|
|
|
|
4,800,000
|
|
|
|
|
|
|
|
|
|
57,000
|
|
|
| Common stock, par value (in Dollars per share) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 0.001
|
$ 0.001
|
|
| Common stock price per share (in Dollars per share) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 0.1
|
$ 0.5
|
|
| Agreement principal amount |
|
|
$ 65,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Preferred stock, shares issued (in Shares) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,000
|
|
|
| Fourth Man, LLC Promissory Notes [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Fees paid |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 2,550
|
|
|
| Common stock price per share (in Dollars per share) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 0.12
|
|
|
| Promissory Notes [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Unpaid interest percentage |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.00%
|
|
|
| Conversion price (in Dollars per share) |
$ 0.033
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 0.1
|
|
|
| Preferred stock, shares issued (in Shares) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,667
|
|
|
| Fourth Man, LLC Promissory Notes [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Principal amount |
|
|
|
|
|
|
$ 60,000
|
|
|
|
|
|
$ 60,000
|
|
|
|
|
|
|
|
| Spencer Clarke, LLC [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Exercise price (in Dollars per share) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 0.033
|
|
|
| Warrants to purchase shares (in Shares) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
200,000
|
|
|
| Common stock price per share (in Dollars per share) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 0.08
|
|
|
| J.H. Darbie & Co., Inc. [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Fees paid |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 2,763
|
|
|
| Warrants to purchase shares (in Shares) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
23,021
|
|
|
| J.H. Darbie & Co. [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Warrants (in Shares) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
298,875
|
|
|
| Warrants to purchase shares (in Shares) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
57,000
|
|
|
| Common stock, par value (in Dollars per share) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 0.27
|
|
|
| Common stock price per share (in Dollars per share) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.12
|
|
|
| J.H. Darbie & Co., Inc. [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Exercise price (in Dollars per share) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.05688
|
|
|
| Common stock, par value (in Dollars per share) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 0.1
|
|
|
| Fourth Man, LLC [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Principal amount |
|
|
|
|
|
|
|
|
$ 65,000
|
|
|
|
|
|
|
|
|
|
|
|
| Purchase warrant (in Shares) |
|
|
|
|
|
|
|
|
1,969,697
|
|
|
|
|
|
|
|
|
|
|
|
| Spencer Clarke, LLC [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Warrants to purchase shares (in Shares) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
57,000
|
|
|
| Fourth Man, LLC Promissory Notes [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Purchase price |
|
|
|
|
|
|
51,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Purchase issue amount |
|
|
|
|
|
|
$ 9,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Exercise price (in Dollars per share) |
|
|
|
|
|
|
$ 0.1
|
|
|
|
|
|
$ 0.1
|
|
|
|
|
|
|
|
| Purchase warrant (in Shares) |
|
|
|
|
|
|
|
|
|
|
|
|
3,333,333
|
|
|
|
|
|
|
|
| Common stock (in Shares) |
|
|
|
|
|
|
1,666,667
|
|
|
|
|
|
1,666,667
|
|
|
|
|
|
|
|
| Warrants to purchase shares (in Shares) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
21,250
|
|
|
| Promissory Notes [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Exercise price (in Dollars per share) |
|
|
|
|
|
|
|
|
|
|
$ 0.3
|
|
|
|
|
|
|
|
|
|
| Principal percentage |
|
|
|
|
|
100.00%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Unpaid interest percentage |
|
|
|
|
|
100.00%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Agreement principal amount |
|
|
$ 60,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Notes payable interest rate |
|
|
10.00%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Mast Hill [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Percentage of common stock |
4.99%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Warrant [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Warrants to purchase shares (in Shares) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
618,079
|
|
|
| Common stock price per share (in Dollars per share) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 0.12
|
|
|
| Warrant [Member] | Spencer Clarke, LLC [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Warrants to purchase shares (in Shares) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
200,000
|
|
|
| Warrant [Member] | Spencer Clarke, LLC [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Common stock price per share (in Dollars per share) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 0.033
|
|
|
| Series D Preferred Stock [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Preferred stock, shares issued (in Shares) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,667
|
0
|
|
| Series D Preferred Stock [Member] | Amendment to Fourth Man Promissory Notes [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Preferred stock, shares issued (in Shares) |
|
|
1,667
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| X |
- References
+ Details
| Name: |
ngtf_CashFee |
| Namespace Prefix: |
ngtf_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
credit |
| Period Type: |
duration |
|
| X |
- DefinitionCommon Stock as commitment shares.
| Name: |
ngtf_CommonStockAsCommitmentShares |
| Namespace Prefix: |
ngtf_ |
| Data Type: |
xbrli:sharesItemType |
| Balance Type: |
na |
| Period Type: |
instant |
|
| X |
- DefinitionThe amount of conversion amount.
| Name: |
ngtf_ConversionAmount |
| Namespace Prefix: |
ngtf_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
debit |
| Period Type: |
duration |
|
| X |
- References
+ Details
| Name: |
ngtf_DiscountIssue |
| Namespace Prefix: |
ngtf_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
credit |
| Period Type: |
instant |
|
| X |
- References
+ Details
| Name: |
ngtf_OutstandingPrincipalAmountPercentage |
| Namespace Prefix: |
ngtf_ |
| Data Type: |
dtr:percentItemType |
| Balance Type: |
na |
| Period Type: |
instant |
|
| X |
- References
+ Details
| Name: |
ngtf_Repayment |
| Namespace Prefix: |
ngtf_ |
| Data Type: |
dtr:percentItemType |
| Balance Type: |
na |
| Period Type: |
instant |
|
| X |
- DefinitionWarrants to purchase shares.
| Name: |
ngtf_WarrantsToPurchaseShares |
| Namespace Prefix: |
ngtf_ |
| Data Type: |
xbrli:sharesItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionExercise price per share or per unit of warrants or rights outstanding. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-3
| Name: |
us-gaap_ClassOfWarrantOrRightExercisePriceOfWarrantsOrRights1 |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
dtr-types:perShareItemType |
| Balance Type: |
na |
| Period Type: |
instant |
|
| X |
- DefinitionNumber of securities into which the class of warrant or right may be converted. For example, but not limited to, 500,000 warrants may be converted into 1,000,000 shares. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-3
| Name: |
us-gaap_ClassOfWarrantOrRightNumberOfSecuritiesCalledByWarrantsOrRights |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:sharesItemType |
| Balance Type: |
na |
| Period Type: |
instant |
|
| X |
- DefinitionPer share increase in conversion price of convertible common stock. Excludes change due to standard antidilution provision. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-3
| Name: |
us-gaap_CommonStockConvertibleConversionPriceIncrease |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
dtr-types:perShareItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionFace amount or stated value per share of common stock. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(29))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
| Name: |
us-gaap_CommonStockParOrStatedValuePerShare |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
dtr-types:perShareItemType |
| Balance Type: |
na |
| Period Type: |
instant |
|
| X |
- DefinitionThe price per share of the conversion feature embedded in the debt instrument. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-5
| Name: |
us-gaap_DebtInstrumentConvertibleConversionPrice1 |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
dtr-types:perShareItemType |
| Balance Type: |
na |
| Period Type: |
instant |
|
| X |
- DefinitionFace (par) amount of debt instrument at time of issuance. Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 835
-SubTopic 30
-Name Accounting Standards Codification
-Section 55
-Paragraph 8
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482949/835-30-55-8
Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B
Reference 3: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 69B
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481568/470-20-55-69B
Reference 4: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 69C
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481568/470-20-55-69C
Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 835
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482900/835-30-50-1
Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 835
-SubTopic 30
-Name Accounting Standards Codification
-Section 45
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482925/835-30-45-2
| Name: |
us-gaap_DebtInstrumentFaceAmount |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
credit |
| Period Type: |
instant |
|
| X |
- DefinitionEffective interest rate for the funds borrowed under the debt agreement considering interest compounding and original issue discount or premium. Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 835
-SubTopic 30
-Name Accounting Standards Codification
-Section 55
-Paragraph 8
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482949/835-30-55-8
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(22)(a)(1))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 835
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482900/835-30-50-1
Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 835
-SubTopic 30
-Name Accounting Standards Codification
-Section 45
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482925/835-30-45-2
Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-6
| Name: |
us-gaap_DebtInstrumentInterestRateEffectivePercentage |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
dtr-types:percentItemType |
| Balance Type: |
na |
| Period Type: |
instant |
|
| X |
- DefinitionContractual interest rate for funds borrowed, under the debt agreement. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(22)(a)(1))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B
| Name: |
us-gaap_DebtInstrumentInterestRateStatedPercentage |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
dtr-types:percentItemType |
| Balance Type: |
na |
| Period Type: |
instant |
|
| X |
- DefinitionLine items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table. Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 835
-SubTopic 30
-Name Accounting Standards Codification
-Section 55
-Paragraph 8
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482949/835-30-55-8
Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(f))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1
Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.12-04(a))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-3
Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B
Reference 5: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 69B
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481568/470-20-55-69B
Reference 6: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 69C
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481568/470-20-55-69C
Reference 7: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 69E
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481568/470-20-55-69E
Reference 8: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 69F
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481568/470-20-55-69F
Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B
Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B
Reference 11: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B
Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B
Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B
Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B
Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1D
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1D
Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1D
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1D
Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1D
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1D
Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1E
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1E
Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1E
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1E
Reference 20: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1E
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1E
Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1F
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1F
Reference 22: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1F
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1F
Reference 23: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1F
-Subparagraph (b)(1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1F
Reference 24: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1F
-Subparagraph (b)(2)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1F
Reference 25: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1I
Reference 26: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 835
-SubTopic 30
-Name Accounting Standards Codification
-Section 45
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482925/835-30-45-2
Reference 27: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 835
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482900/835-30-50-1
| Name: |
us-gaap_DebtInstrumentLineItems |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:stringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionPercentage of principal amount of debt redeemed.
| Name: |
us-gaap_DebtInstrumentRedemptionPricePercentageOfPrincipalAmountRedeemed |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
dtr-types:percentItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionThe percentage of ownership of common stock or equity participation in the investee accounted for under the equity method of accounting. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 323
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (a)(1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481687/323-10-50-3
| Name: |
us-gaap_EquityMethodInvestmentOwnershipPercentage |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
dtr-types:percentItemType |
| Balance Type: |
na |
| Period Type: |
instant |
|
| X |
- DefinitionAdditional shares included in the calculation of diluted EPS as a result of the potentially dilutive effect of call options and warrants using the treasury stock method. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482662/260-10-50-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 22
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482689/260-10-45-22
Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 23
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482689/260-10-45-23
Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 26
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482689/260-10-45-26
| Name: |
us-gaap_IncrementalCommonSharesAttributableToCallOptionsAndWarrants |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:sharesItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionAmount of decrease in debt under credit facility arrangement from principal payment. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(22)(b))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(19)(b))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
| Name: |
us-gaap_LineOfCreditFacilityAnnualPrincipalPayment |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
debit |
| Period Type: |
duration |
|
| X |
- DefinitionAmount of cash outflow for fees classified as other. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Section 45
-Paragraph 25
-Subparagraph (g)
-SubTopic 10
-Topic 230
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482740/230-10-45-25
| Name: |
us-gaap_PaymentsForFees |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
credit |
| Period Type: |
duration |
|
| X |
- DefinitionNumber of shares issued for nonredeemable preferred shares and preferred shares redeemable solely at option of issuer. Includes, but is not limited to, preferred shares issued, repurchased, and held as treasury shares. Excludes preferred shares classified as debt. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(28))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13
| Name: |
us-gaap_PreferredStockSharesIssued |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:sharesItemType |
| Balance Type: |
na |
| Period Type: |
instant |
|
| X |
- DefinitionAmount of income earned, after hedging basis adjustments, from fees charged for prepayment of certain Federal Home Loan Bank (FHLBank) advances before original maturity.
| Name: |
us-gaap_PrepaymentFeesOnAdvancesNet |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
credit |
| Period Type: |
duration |
|
| X |
- DefinitionPer share or per unit amount of equity securities issued.
| Name: |
us-gaap_SharesIssuedPricePerShare |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
dtr-types:perShareItemType |
| Balance Type: |
na |
| Period Type: |
instant |
|
| X |
- DefinitionThe carrying amount as of the balance sheet date of loss reserves carried at present value. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480081/944-40-50-5
| Name: |
us-gaap_ShortDurationContractsDiscountedLiabilitiesAmount |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
credit |
| Period Type: |
instant |
|
| X |
- DefinitionA device of credit enhancement where a part of the purchase price for the receivable/ payable is retained to serve as a cash collateral. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 230
-SubTopic 10
-Section 50
-Paragraph 4
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482913/230-10-50-4
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 230
-SubTopic 10
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482913/230-10-50-3
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 230
-SubTopic 10
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482913/230-10-50-5
| Name: |
us-gaap_SupplementalDeferredPurchasePrice |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
debit |
| Period Type: |
duration |
|
| X |
- DefinitionPer share increase in exercise price of warrant. Excludes change due to standard antidilution provision. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-3
| Name: |
us-gaap_WarrantExercisePriceIncrease |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
dtr-types:perShareItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionNumber of shares of common stock subject to repurchase or cancellation determined by relating the portion of time within a reporting period that these shares have been outstanding to the total time in that period. Common stock subject to repurchase are outstanding common shares that are contingently returnable (that is, subject to recall). Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482689/260-10-45-13
| Name: |
us-gaap_WeightedAverageNumberOfSharesCommonStockSubjectToRepurchaseOrCancellation |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:sharesItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- Details
| Name: |
us-gaap_ExtinguishmentOfDebtAxis=ngtf_FourthManLLCPromissoryNotesMember |
| Namespace Prefix: |
|
| Data Type: |
na |
| Balance Type: |
|
| Period Type: |
|
|
| X |
- Details
| Name: |
us-gaap_DebtInstrumentAxis=ngtf_PromissoryNotesMember |
| Namespace Prefix: |
|
| Data Type: |
na |
| Balance Type: |
|
| Period Type: |
|
|
| X |
- Details
| Name: |
us-gaap_DebtInstrumentAxis=ngtf_FourthManLLCPromissoryNotesMember |
| Namespace Prefix: |
|
| Data Type: |
na |
| Balance Type: |
|
| Period Type: |
|
|
| X |
- Details
| Name: |
us-gaap_ShortTermDebtTypeAxis=ngtf_PromissoryNotesMember |
| Namespace Prefix: |
|
| Data Type: |
na |
| Balance Type: |
|
| Period Type: |
|
|
| X |
- Details
| Name: |
srt_ScheduleOfEquityMethodInvestmentEquityMethodInvesteeNameAxis=ngtf_MastHillMember |
| Namespace Prefix: |
|
| Data Type: |
na |
| Balance Type: |
|
| Period Type: |
|
|
| X |
- Details
| Name: |
us-gaap_FinancialInstrumentAxis=us-gaap_WarrantMember |
| Namespace Prefix: |
|
| Data Type: |
na |
| Balance Type: |
|
| Period Type: |
|
|
| X |
- Details
| Name: |
us-gaap_StatementClassOfStockAxis=us-gaap_SeriesDPreferredStockMember |
| Namespace Prefix: |
|
| Data Type: |
na |
| Balance Type: |
|
| Period Type: |
|
|
| X |
- Details
| Name: |
us-gaap_ShortTermDebtTypeAxis=ngtf_AmendmentToFourthManPromissoryNotesMember |
| Namespace Prefix: |
|
| Data Type: |
na |
| Balance Type: |
|
| Period Type: |
|
|
v3.24.4
Debt (Details) - Detail 4 - USD ($)
|
Jun. 30, 2024 |
Jul. 07, 2023 |
Jun. 30, 2023 |
Jun. 29, 2023 |
May 02, 2023 |
Apr. 17, 2023 |
Mar. 24, 2023 |
Feb. 28, 2023 |
Feb. 05, 2023 |
Jun. 30, 2022 |
| Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
| Interest payable |
$ 434,535
|
|
$ 40,779
|
|
$ 33,907
|
|
|
|
|
|
| Exercise price (in Dollars per share) |
$ 0.03333
|
$ 0.0333
|
|
$ 0.1
|
|
$ 0.1
|
$ 0.1
|
$ 0.1
|
$ 0.1
|
$ 0.25
|
| X |
- DefinitionExercise price per share or per unit of warrants or rights outstanding. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-3
| Name: |
us-gaap_ClassOfWarrantOrRightExercisePriceOfWarrantsOrRights1 |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
dtr-types:perShareItemType |
| Balance Type: |
na |
| Period Type: |
instant |
|
| X |
- DefinitionLine items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table. Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 835
-SubTopic 30
-Name Accounting Standards Codification
-Section 55
-Paragraph 8
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482949/835-30-55-8
Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(f))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1
Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.12-04(a))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-3
Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B
Reference 5: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 69B
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481568/470-20-55-69B
Reference 6: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 69C
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481568/470-20-55-69C
Reference 7: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 69E
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481568/470-20-55-69E
Reference 8: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 69F
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481568/470-20-55-69F
Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B
Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B
Reference 11: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B
Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B
Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B
Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B
Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1D
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1D
Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1D
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1D
Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1D
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1D
Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1E
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1E
Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1E
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1E
Reference 20: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1E
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1E
Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1F
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1F
Reference 22: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1F
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1F
Reference 23: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1F
-Subparagraph (b)(1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1F
Reference 24: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1F
-Subparagraph (b)(2)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1F
Reference 25: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1I
Reference 26: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 835
-SubTopic 30
-Name Accounting Standards Codification
-Section 45
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482925/835-30-45-2
Reference 27: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 835
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482900/835-30-50-1
| Name: |
us-gaap_DebtInstrumentLineItems |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:stringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionAmount of interest payable on debt, including, but not limited to, trade payables. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 942
-SubTopic 210
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-03(15)(5))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478546/942-210-S99-1
Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 944
-SubTopic 210
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-03(a)(15)(a))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478777/944-210-S99-1
| Name: |
us-gaap_InterestPayableCurrentAndNoncurrent |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
credit |
| Period Type: |
instant |
|
v3.24.4
Debt (Details) - Schedule of Convertible Notes Payable - USD ($)
|
12 Months Ended |
Jun. 30, 2023 |
Jun. 30, 2022 |
| Principal [Member] |
|
|
| Debt (Details) - Schedule of Convertible Notes Payable [Line Items] |
|
|
| Balance at beginning |
$ 1,086,957
|
|
| Balance at ending |
|
1,086,957
|
| Convertible notes payable issued during fiscal year ended June 30, 2022 |
|
1,086,957
|
| Cash repayment |
(964,500)
|
|
| Penalty |
181,159
|
|
| Under forbearance Agreement: |
58,703
|
|
| Stock settled Debt [Member] |
|
|
| Debt (Details) - Schedule of Convertible Notes Payable [Line Items] |
|
|
| Balance at beginning |
217,391
|
|
| Balance at ending |
|
217,391
|
| Conversion price adjusted from $0.25 to $0.20 |
|
217,391
|
| Gain on extinguish of portion of principal |
(72,464)
|
|
| Conversion price change |
1,843,475
|
|
| Under forbearance Agreement: |
(1,988,402)
|
|
| Debt Discount [Member] |
|
|
| Debt (Details) - Schedule of Convertible Notes Payable [Line Items] |
|
|
| Balance at beginning |
(960,197)
|
|
| Balance at ending |
|
(960,197)
|
| Debt discount associated with new convertible notes |
|
(1,018,229)
|
| Conversion price adjusted from $0.25 to $0.20 |
|
(217,391)
|
| Amortization of debt discount |
960,197
|
275,423
|
| Net Value [Member] |
|
|
| Debt (Details) - Schedule of Convertible Notes Payable [Line Items] |
|
|
| Balance at beginning |
344,151
|
|
| Balance at ending |
|
344,151
|
| Convertible notes payable issued during fiscal year ended June 30, 2022 |
|
1,086,957
|
| Debt discount associated with new convertible notes |
|
(1,018,229)
|
| Conversion price adjusted from $0.25 to $0.20 |
|
|
| Cash repayment |
(964,500)
|
|
| Gain on extinguish of portion of principal |
(72,464)
|
|
| Amortization of debt discount |
960,197
|
$ 275,423
|
| Penalty |
181,159
|
|
| Conversion price change |
1,843,475
|
|
| Under forbearance Agreement: |
(1,929,699)
|
|
| Cash repayment [Member] | Principal [Member] |
|
|
| Debt (Details) - Schedule of Convertible Notes Payable [Line Items] |
|
|
| Cash repayment |
(362,319)
|
|
| Cash repayment [Member] | Net Value [Member] |
|
|
| Debt (Details) - Schedule of Convertible Notes Payable [Line Items] |
|
|
| Cash repayment |
$ (362,319)
|
|
| X |
- DefinitionThe amortization of bonds is a process where the premium or discounted amount is assigned to the payment of interest of each period of the validity of the bond. The bonds can issue a discount or premium at par when the interest rate of the market is either higher or lower than the bond's coupon rate.
| Name: |
ngtf_AmortizationOfDebtDiscounts |
| Namespace Prefix: |
ngtf_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
debit |
| Period Type: |
duration |
|
| X |
- Definitiondjustment in conversion terms refers to a change in the conversion price to reflect the change in value of the security, such as after a stock split.
| Name: |
ngtf_ConversionPriceAdjusted |
| Namespace Prefix: |
ngtf_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
debit |
| Period Type: |
duration |
|
| X |
- DefinitionThe amount of conversion price change.
| Name: |
ngtf_ConversionPriceChange |
| Namespace Prefix: |
ngtf_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
debit |
| Period Type: |
duration |
|
| X |
- DefinitionAs the name implies, 'convertible notes' usually result in debt funding being converted into equity, providing the investor with upside returns.
| Name: |
ngtf_ConvertibleNotesPayableCurrentPrincipalAmount |
| Namespace Prefix: |
ngtf_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
credit |
| Period Type: |
instant |
|
| X |
- DefinitionA convertible note is a form of short-term debt that converts into equity, typically in conjunction with a future financing round; in effect, the investor would be loaning money to a startup and instead of a return in the form of principal plus interest, the investor would receive equity in the company.
| Name: |
ngtf_ConvertibleNotesPayableIssued |
| Namespace Prefix: |
ngtf_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
debit |
| Period Type: |
duration |
|
| X |
- References
+ Details
| Name: |
ngtf_DebtDetailsScheduleofConvertibleNotesPayableLineItems |
| Namespace Prefix: |
ngtf_ |
| Data Type: |
xbrli:stringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionThe equity & liability portion for the convertible bonds can be calculated using the residual approach. This approach assumes that the value of the equity portion is equal to the difference between the total amount received from the proceeds of the bonds and the present value of future cash flows.
| Name: |
ngtf_DebtDiscountAssociatedWithNewConvertibleNotes |
| Namespace Prefix: |
ngtf_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
debit |
| Period Type: |
duration |
|
| X |
- DefinitionThe amount of under forbearance agreement.
| Name: |
ngtf_UnderForbearanceAgreement |
| Namespace Prefix: |
ngtf_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
debit |
| Period Type: |
duration |
|
| X |
- DefinitionReflects the difference between the fair value of payments made to legally extinguish a debt and its carrying value at that time. This item excludes the write-off of amounts previously capitalized as debt issuance costs. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 470
-SubTopic 50
-Section 40
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481303/470-50-40-2
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 470
-SubTopic 50
-Section 40
-Paragraph 4
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481303/470-50-40-4
| Name: |
us-gaap_GainsLossesOnExtinguishmentOfDebtBeforeWriteOffOfDeferredDebtIssuanceCost |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
credit |
| Period Type: |
duration |
|
| X |
- DefinitionThe cash outflow from the repayment of a long-term debt instrument which can be exchanged for a specified amount of another security, typically the entity's common stock, at the option of the issuer or the holder. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 230
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 15
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482740/230-10-45-15
| Name: |
us-gaap_RepaymentsOfConvertibleDebt |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
credit |
| Period Type: |
duration |
|
| X |
- Details
| Name: |
us-gaap_DebtInstrumentAxis=ngtf_CashRepaymentMember |
| Namespace Prefix: |
|
| Data Type: |
na |
| Balance Type: |
|
| Period Type: |
|
|
v3.24.4
| X |
- References
+ Details
| Name: |
ngtf_DebtDetailsScheduleofConvertibleNotesPayableParentheticalsLineItems |
| Namespace Prefix: |
ngtf_ |
| Data Type: |
xbrli:stringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionThe price per share of the conversion feature embedded in the debt instrument. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-5
| Name: |
us-gaap_DebtInstrumentConvertibleConversionPrice1 |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
dtr-types:perShareItemType |
| Balance Type: |
na |
| Period Type: |
instant |
|
| X |
- Details
| Name: |
srt_RangeAxis=srt_MaximumMember |
| Namespace Prefix: |
|
| Data Type: |
na |
| Balance Type: |
|
| Period Type: |
|
|
| X |
- Details
| Name: |
srt_RangeAxis=srt_MinimumMember |
| Namespace Prefix: |
|
| Data Type: |
na |
| Balance Type: |
|
| Period Type: |
|
|
v3.24.4
Debt (Details) - Schedule of Exchange of Returnable Warrants for Shares of Common Stock
|
12 Months Ended |
|
Jun. 30, 2024
USD ($)
shares
|
|---|
| Schedule of Exchange of Returnable Warrants for Shares of Common Stock [Abstract] |
|
| 3,800,000 shares of common stock issued and exchanged for 10,869,566 returnable warrants |
$ 342,000
|
| Loss on conversion price change in December 31, 2022 (in Shares) | shares |
1,051,801
|
| Stock settled debt |
$ (1,988,402)
|
| Financing charges due to returnable warrants issued |
987,060
|
| Principal increased due to penalty |
58,703
|
| Loss on extinguishment |
$ 392,459
|
| X |
- DefinitionThe amount of common stock issued and exchanged for returnable warrants.
| Name: |
ngtf_CommonStockReturnableWarrants |
| Namespace Prefix: |
ngtf_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
credit |
| Period Type: |
instant |
|
| X |
- References
+ Details
| Name: |
ngtf_FinancingChargesDueToReturnableWarrantsIssued |
| Namespace Prefix: |
ngtf_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
credit |
| Period Type: |
instant |
|
| X |
- References
+ Details
| Name: |
ngtf_ScheduleOfExchangeOfReturnableWarrantsForSharesOfCommonStockAbstract |
| Namespace Prefix: |
ngtf_ |
| Data Type: |
xbrli:stringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionThe amount of under forbearance agreement.
| Name: |
ngtf_UnderForbearanceAgreement |
| Namespace Prefix: |
ngtf_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
debit |
| Period Type: |
duration |
|
| X |
- DefinitionThe number of new shares issued in the conversion of stock in a noncash (or part noncash) transaction. Noncash is defined as transactions during a period that do not result in cash receipts or cash payments in the period. "Part noncash" refers to that portion of the transaction not resulting in cash receipts or cash payments in the period. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 230
-SubTopic 10
-Section 50
-Paragraph 4
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482913/230-10-50-4
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 230
-SubTopic 10
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482913/230-10-50-3
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 230
-SubTopic 10
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482913/230-10-50-5
| Name: |
us-gaap_ConversionOfStockSharesIssued1 |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:sharesItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionGross amount of debt extinguished.
| Name: |
us-gaap_ExtinguishmentOfDebtAmount |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
debit |
| Period Type: |
duration |
|
| X |
- DefinitionAmount of decrease in the reserve for full or partial settlement through consideration other than cash. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 420
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 5.P.4.b.2)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479823/420-10-S99-2
Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 420
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)(2)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482017/420-10-50-1
| Name: |
us-gaap_RestructuringReserveSettledWithoutCash2 |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
debit |
| Period Type: |
duration |
|
v3.24.4
| X |
- References
+ Details
| Name: |
ngtf_ScheduleOfExchangeOfReturnableWarrantsForSharesOfCommonStockAbstract |
| Namespace Prefix: |
ngtf_ |
| Data Type: |
xbrli:stringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionThe number of common stock exchanged for returnable warrants.
| Name: |
ngtf_SharesOfCommonStockExchangedForReturnableWarrants |
| Namespace Prefix: |
ngtf_ |
| Data Type: |
xbrli:sharesItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- References
+ Details
| Name: |
ngtf_SharesOfCommonStockIssuedReturnableWarrants |
| Namespace Prefix: |
ngtf_ |
| Data Type: |
xbrli:sharesItemType |
| Balance Type: |
na |
| Period Type: |
instant |
|
v3.24.4
Debt (Details) - Schedule of Interest Expenses with Above Convertible Note - USD ($)
|
12 Months Ended |
18 Months Ended |
Jun. 30, 2024 |
Jun. 30, 2023 |
Dec. 31, 2023 |
| Debt (Details) - Schedule of Interest Expenses with Above Convertible Note [Line Items] |
|
|
|
| Amortization |
|
$ 960,197
|
|
| Interest on the convertible notes |
|
93,324
|
|
| Total |
|
$ 1,053,521
|
|
| Fourth Man, LLC Promissory Notes [Member] |
|
|
|
| Debt (Details) - Schedule of Interest Expenses with Above Convertible Note [Line Items] |
|
|
|
| Amortization |
638,194
|
|
$ 305,697
|
| Interest on the convertible notes |
421,925
|
|
74,686
|
| Total |
$ 1,060,119
|
|
$ 380,383
|
| X |
- References
+ Details
| Name: |
ngtf_DebtDetailsScheduleofInterestExpenseswithAboveConvertibleNoteLineItems |
| Namespace Prefix: |
ngtf_ |
| Data Type: |
xbrli:stringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionAmount of amortization expense attributable to debt issuance costs. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(8))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483621/220-10-S99-2
Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1F
-Subparagraph (b)(2)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1F
Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 230
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 28
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482740/230-10-45-28
Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 835
-SubTopic 30
-Name Accounting Standards Codification
-Section 45
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482925/835-30-45-3
| Name: |
us-gaap_AmortizationOfFinancingCosts |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
debit |
| Period Type: |
duration |
|
| X |
- DefinitionTotal interest costs incurred during the period and either capitalized or charged against earnings. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 835
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483013/835-20-50-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 835
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483013/835-20-50-1
| Name: |
us-gaap_InterestCostsIncurred |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
debit |
| Period Type: |
duration |
|
| X |
- DefinitionRepresents the portion of interest incurred in the period on debt arrangements that was charged against earnings, excluding amortization of debt discount (premium) and financing costs. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(8))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483621/220-10-S99-2
Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 69E
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481568/470-20-55-69E
Reference 3: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 69F
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481568/470-20-55-69F
Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1F
-Subparagraph (b)(1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1F
| Name: |
us-gaap_InterestExpenseDebtExcludingAmortization |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
debit |
| Period Type: |
duration |
|
| X |
- Details
| Name: |
us-gaap_ExtinguishmentOfDebtAxis=ngtf_FourthManLLCPromissoryNotesMember |
| Namespace Prefix: |
|
| Data Type: |
na |
| Balance Type: |
|
| Period Type: |
|
|
v3.24.4
Debt (Details) - Schedule of Reconciliation of the (Gain) Loss on Extinguishment of Interest Payable - USD ($)
|
9 Months Ended |
12 Months Ended |
Mar. 31, 2024 |
Jun. 30, 2024 |
Jun. 30, 2023 |
| Schedule Of Reconciliation Of The Gain Loss On Extinguishment Of Interest Payable Abstract |
|
|
|
| Fair market value of 1,000,000 common stock |
|
$ 16,400
|
|
| Interest payable |
$ 0
|
(31,250)
|
$ 0
|
| Transfer agent fee |
|
(1,750)
|
|
| (Gain) loss on extinguishment of interest payable |
|
(33,000)
|
|
| Gain on extinguishment |
|
$ (16,600)
|
|
| X |
- DefinitionThe difference between the reacquisition price and the net carrying amount of the extinguished debt recognized currently as a component of income in the period of extinguishment, gross of tax.
| Name: |
ngtf_ExtinguishmentOfDebtGainLossGrossOfTax |
| Namespace Prefix: |
ngtf_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
credit |
| Period Type: |
duration |
|
| X |
- References
+ Details
| Name: |
ngtf_ScheduleOfReconciliationOfTheGainLossOnExtinguishmentOfInterestPayableAbstract |
| Namespace Prefix: |
ngtf_ |
| Data Type: |
xbrli:stringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionAmount of addition (reduction) to the amount at which an instrument classified in shareholders' equity could be incurred (settled) in a current transaction between willing parties.
| Name: |
us-gaap_EquityFairValueAdjustment |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
credit |
| Period Type: |
duration |
|
| X |
- DefinitionThe difference between the reacquisition price and the net carrying amount of the extinguished debt recognized currently as a component of income in the period of extinguishment, net of tax. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 470
-SubTopic 50
-Section 40
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481303/470-50-40-2
| Name: |
us-gaap_ExtinguishmentOfDebtGainLossNetOfTax |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
credit |
| Period Type: |
duration |
|
| X |
- DefinitionAmount of interest expense classified as other.
| Name: |
us-gaap_InterestExpenseOther |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
debit |
| Period Type: |
duration |
|
| X |
- DefinitionThe amount of expense provided in the period for legal costs incurred on or before the balance sheet date pertaining to resolved, pending or threatened litigation, including arbitration and mediation proceedings. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(6))
-SubTopic 10
-Topic 220
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483621/220-10-S99-2
| Name: |
us-gaap_LegalFees |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
debit |
| Period Type: |
duration |
|
v3.24.4
| X |
- DefinitionFair market value of common stock.
| Name: |
ngtf_FairMarketValueOfCommonStock |
| Namespace Prefix: |
ngtf_ |
| Data Type: |
xbrli:sharesItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- References
+ Details
| Name: |
ngtf_ScheduleOfReconciliationOfTheGainLossOnExtinguishmentOfInterestPayableAbstract |
| Namespace Prefix: |
ngtf_ |
| Data Type: |
xbrli:stringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
v3.24.4
| X |
- DefinitionGross amount of debt extinguished.
| Name: |
us-gaap_ExtinguishmentOfDebtAmount |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
debit |
| Period Type: |
duration |
|
| X |
- DefinitionLine items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.
| Name: |
us-gaap_ExtinguishmentOfDebtLineItems |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:stringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionThe amount of the liability as of the balance sheet date pertaining to the guarantee given by the insurance entity to contract holders of a specified rate of return (a guaranteed yield) on their investments for a specified period. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 944
-SubTopic 210
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-03(a)(13)(a)(1))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478777/944-210-S99-1
| Name: |
us-gaap_GuaranteedInterestContracts |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
credit |
| Period Type: |
instant |
|
| X |
- DefinitionIncluding the current and noncurrent portions, aggregate carrying amount of all types of notes payable, as of the balance sheet date, with initial maturities beyond one year or beyond the normal operating cycle, if longer. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(22))
-SubTopic 10
-Topic 210
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 942
-SubTopic 210
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-03(16))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478546/942-210-S99-1
Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 944
-SubTopic 210
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-03(a)(16)(a)(2))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478777/944-210-S99-1
Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 944
-SubTopic 210
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-03(a)(17))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478777/944-210-S99-1
| Name: |
us-gaap_NotesPayable |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
credit |
| Period Type: |
instant |
|
| X |
- DefinitionAggregate par or stated value of issued nonredeemable preferred stock (or preferred stock redeemable solely at the option of the issuer). This item includes treasury stock repurchased by the entity. Note: elements for number of nonredeemable preferred shares, par value and other disclosure concepts are in another section within stockholders' equity. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(28))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 852
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481372/852-10-55-10
Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 210
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-03(a)(21))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478777/944-210-S99-1
| Name: |
us-gaap_PreferredStockValue |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
credit |
| Period Type: |
instant |
|
| X |
- Details
| Name: |
us-gaap_DebtInstrumentAxis=ngtf_PromissoryNotesMember |
| Namespace Prefix: |
|
| Data Type: |
na |
| Balance Type: |
|
| Period Type: |
|
|
v3.24.4
| X |
- DefinitionContractual interest rate for funds borrowed, under the debt agreement. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(22)(a)(1))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B
| Name: |
us-gaap_DebtInstrumentInterestRateStatedPercentage |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
dtr-types:percentItemType |
| Balance Type: |
na |
| Period Type: |
instant |
|
| X |
- DefinitionLine items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.
| Name: |
us-gaap_ExtinguishmentOfDebtLineItems |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:stringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionPercentage discount rate used to calculate present value of an expected stream of future payments, which is included in the calculation of the amount of the specified guaranteed benefit obligation as of the balance sheet date. Reference 1: http://fasb.org/us-gaap/role/ref/otherTransitionRef
-Topic 944
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480081/944-40-50-6
Reference 2: http://fasb.org/us-gaap/role/ref/otherTransitionRef
-Topic 944
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 15
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479808/944-20-55-15
| Name: |
us-gaap_LongDurationContractsAssumptionsByProductAndGuaranteeDiscountRate |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
dtr-types:percentItemType |
| Balance Type: |
na |
| Period Type: |
instant |
|
| X |
- DefinitionNumber of shares issued for nonredeemable preferred shares and preferred shares redeemable solely at option of issuer. Includes, but is not limited to, preferred shares issued, repurchased, and held as treasury shares. Excludes preferred shares classified as debt. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(28))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13
| Name: |
us-gaap_PreferredStockSharesIssued |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:sharesItemType |
| Balance Type: |
na |
| Period Type: |
instant |
|
| X |
- Details
| Name: |
us-gaap_DebtInstrumentAxis=ngtf_PromissoryNotesMember |
| Namespace Prefix: |
|
| Data Type: |
na |
| Balance Type: |
|
| Period Type: |
|
|
v3.24.4
Debt (Details) - Schedule of Reconciliation of the Above Debts - USD ($)
|
12 Months Ended |
Jun. 30, 2024 |
Jun. 30, 2023 |
| Principal [Member] |
|
|
| Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] |
|
|
| Balance |
$ 2,108,382
|
|
| Promissory notes payable issued |
1,473,888
|
2,066,823
|
| Promissory notes amended |
12,500
|
|
| Principal increased due to MNF (September 23, 2022 Note) |
|
57,647
|
| Principal converted to common stock |
|
(16,088)
|
| Balance |
3,594,770
|
2,108,382
|
| Debt Discount [Member] |
|
|
| Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] |
|
|
| Balance |
(559,016)
|
|
| Debt discount associated with Promissory notes |
(230,961)
|
(864,713)
|
| Amortization of debt discount |
638,194
|
305,697
|
| Balance |
(151,783)
|
(559,016)
|
| Net Value [Member] |
|
|
| Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] |
|
|
| Balance |
1,549,366
|
|
| Promissory notes payable issued |
1,473,888
|
2,066,823
|
| Promissory notes amended |
12,500
|
|
| Principal increased due to MNF (September 23, 2022 Note) |
|
57,647
|
| Principal converted to common stock |
|
(16,088)
|
| Debt discount associated with Promissory notes |
(230,961)
|
(864,713)
|
| Amortization of debt discount |
638,194
|
305,697
|
| Balance |
$ 3,442,987
|
$ 1,549,366
|
| X |
- DefinitionDebt discount associated with Promissory notes.
| Name: |
ngtf_DebtDiscountAssociatedWithPromissoryNotes |
| Namespace Prefix: |
ngtf_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
debit |
| Period Type: |
duration |
|
| X |
- DefinitionPromissory notes amended.
| Name: |
ngtf_PromissoryNotesAmended |
| Namespace Prefix: |
ngtf_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
debit |
| Period Type: |
duration |
|
| X |
- DefinitionThe amount of Promissory notes payable beginning balance.
| Name: |
ngtf_PromissoryNotesPayableCurrentPrincipalAmount |
| Namespace Prefix: |
ngtf_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
credit |
| Period Type: |
instant |
|
| X |
- DefinitionAmount of noncash expense included in interest expense to amortize debt discount and premium associated with the related debt instruments. Excludes amortization of financing costs. Alternate captions include noncash interest expense. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Section 45
-Paragraph 28
-Subparagraph (b)
-SubTopic 10
-Topic 230
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482740/230-10-45-28
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(8))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483621/220-10-S99-2
Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1F
-Subparagraph (b)(2)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1F
Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 835
-SubTopic 30
-Name Accounting Standards Codification
-Section 45
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482925/835-30-45-3
| Name: |
us-gaap_AmortizationOfDebtDiscountPremium |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
debit |
| Period Type: |
duration |
|
| X |
- DefinitionThe value of the stock converted in a noncash (or part noncash) transaction. Noncash is defined as transactions during a period that do not result in cash receipts or cash payments in the period. "Part noncash" refers to that portion of the transaction not resulting in cash receipts or cash payments in the period. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 230
-SubTopic 10
-Section 50
-Paragraph 4
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482913/230-10-50-4
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 230
-SubTopic 10
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482913/230-10-50-3
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 230
-SubTopic 10
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482913/230-10-50-5
| Name: |
us-gaap_ConversionOfStockAmountConverted1 |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
debit |
| Period Type: |
duration |
|
| X |
- DefinitionSum of the carrying values as of the balance sheet date of the portions of long-term notes payable due within one year or the operating cycle if longer. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(20))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(19))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
| Name: |
us-gaap_NotesPayableCurrent |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
credit |
| Period Type: |
instant |
|
v3.24.4
Capital Stock Activity (Details) - USD ($)
|
|
|
|
6 Months Ended |
12 Months Ended |
|
|
|
|
|
|
Jul. 07, 2023 |
Oct. 24, 2022 |
Apr. 30, 2021 |
Dec. 31, 2023 |
Dec. 31, 2022 |
Jun. 30, 2024 |
Jun. 30, 2023 |
Jun. 30, 2022 |
Jun. 30, 2021 |
Jun. 20, 2024 |
Mar. 31, 2024 |
Feb. 07, 2024 |
Jan. 26, 2024 |
Aug. 28, 2023 |
Jun. 29, 2023 |
| Capital Stock Activity [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Common stock, shares authorized |
|
|
|
|
|
200,000,000
|
200,000,000
|
|
|
|
|
|
|
|
|
| Common stock par value (in Dollars per share) |
|
|
|
|
|
$ 0.001
|
$ 0.001
|
|
|
|
|
|
|
|
|
| Outstanding share in percentage |
|
|
|
|
|
50.00%
|
|
|
|
|
|
|
|
|
|
| Issuance of common stock |
|
5,000,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Common stock, shares issued |
|
|
|
|
|
128,907,407
|
123,587,968
|
|
|
|
|
|
|
|
|
| Common stock, shares outstanding |
|
|
|
|
|
128,907,407
|
123,587,968
|
|
|
|
|
|
|
|
|
| Issuance common stock fair value (in Dollars) |
|
|
|
|
|
|
$ 229,729
|
|
|
|
|
|
|
|
|
| Accrued interest payable (in Dollars) |
|
|
|
|
|
$ 31,250
|
33,907
|
|
|
|
|
|
|
|
|
| Transfer agent fee (in Dollars) |
|
|
|
|
|
1,750
|
|
|
|
|
|
|
|
|
|
| Fair value convertible debt (in Dollars) |
|
|
|
|
|
$ 16,400
|
$ 91,500
|
|
|
|
|
|
|
|
|
| Issued stock purchase warrants |
5,248,344
|
|
|
|
|
|
5,750,000
|
|
|
|
|
|
|
|
|
| Shares issued |
|
|
|
|
|
|
467,950
|
335
|
|
|
|
|
|
|
|
| Price per share (in Dollars per share) |
|
|
|
|
|
$ 0.1
|
$ 0.5
|
|
|
|
|
|
|
|
|
| Shares sold |
|
|
|
|
|
|
1,871,800
|
|
|
1,000,000
|
|
|
|
|
|
| Net proceeds (in Dollars) |
|
|
|
|
|
|
$ 229,729
|
|
|
|
|
|
|
|
|
| Conversion of shares |
|
|
|
|
|
1,051,801
|
|
|
|
|
|
|
|
|
|
| Principal amount (in Dollars) |
|
|
|
|
|
|
16,088
|
|
|
|
|
|
|
$ 60,000
|
$ 65,000
|
| Preferred stock, shares issued |
|
|
|
|
|
1,000
|
|
|
|
|
|
|
|
|
|
| Convertible shares |
|
|
|
|
|
5,000
|
|
|
|
|
|
|
|
|
|
| Gross cash proceeds (in Dollars) |
|
|
|
$ 0
|
$ 335,000
|
|
|
|
|
|
|
|
|
|
|
| Transaction in the amount (in Dollars) |
|
|
|
|
|
$ 4,431,387
|
|
|
|
|
|
|
|
|
|
| Additional deemed dividend (in Dollars) |
|
|
|
|
|
$ 84,106
|
$ 1,136,946
|
|
|
|
|
|
|
|
|
| Amended Promissory Notes [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Capital Stock Activity [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Issuance of common stock |
|
|
|
|
|
|
300,000
|
|
|
|
|
|
|
|
|
| Common Stock [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Capital Stock Activity [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Common stock, shares authorized |
|
|
|
|
|
200,000,000
|
|
|
|
|
|
|
|
|
|
| Common stock par value (in Dollars per share) |
|
|
|
|
|
$ 0.001
|
$ 0.001
|
|
|
|
|
|
|
|
|
| Issuance of common stock |
|
|
|
|
|
3,333,333
|
6,550,000
|
|
|
|
|
|
|
|
|
| Price per share (in Dollars per share) |
|
|
|
|
|
$ 0.12
|
|
|
|
|
|
|
|
|
|
| Converted shares |
|
|
|
|
|
|
6,550,000
|
8,700,000
|
|
|
|
|
|
|
|
| Warrant [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Capital Stock Activity [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Issuance of common stock |
|
|
|
|
|
|
6,549,128
|
|
|
|
|
|
|
|
|
| Issuance of common stock shares exercised |
|
|
|
|
|
1,818,182
|
|
|
|
|
|
|
|
|
|
| Convertible shares |
|
|
|
|
|
5,000
|
|
|
|
|
|
|
|
|
|
| Stock Purchase Warrants [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Capital Stock Activity [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Issuance of common stock |
|
|
|
|
|
|
6,549,128
|
|
|
|
|
|
|
|
|
| Issuance of common stock shares exercised |
|
|
|
|
|
|
1,818,182
|
|
|
|
|
|
|
|
|
| Returnable Warrants [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Capital Stock Activity [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Issuance of common stock |
|
|
|
|
|
|
10,869,566
|
|
|
|
|
|
|
|
|
| Common Stock [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Capital Stock Activity [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Issuance of common stock |
|
|
|
|
|
|
1,871,800
|
|
|
|
|
|
|
|
|
| Issuance common stock fair value (in Dollars) |
|
|
|
|
|
|
$ 1,872
|
|
|
|
|
|
|
|
|
| Issuance of common stock shares exercised |
|
|
|
|
|
686,106
|
12,299,128
|
|
|
|
|
|
|
|
|
| Cash consideration |
|
|
|
|
|
1,000,000
|
|
|
|
|
|
|
|
|
|
| Converted shares |
|
|
|
|
|
1,000,000
|
1,500,000
|
|
|
|
|
|
|
|
|
| Common Stock [Member] | Preferred Stock [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Capital Stock Activity [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Issuance common stock fair value (in Dollars) |
|
|
|
|
|
$ 7,800
|
|
|
|
|
|
|
|
|
|
| Common Stock [Member] | Warrant [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Capital Stock Activity [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Issuance of common stock |
|
|
|
|
|
|
532,859
|
|
|
|
|
|
|
|
|
| Common Stock [Member] | Stock Purchase Warrants [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Capital Stock Activity [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Issuance of common stock |
|
|
|
|
|
|
2,750,000
|
|
|
|
|
|
|
|
|
| Amended Series C COD [Member] | Common Stock [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Capital Stock Activity [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Issuance common stock fair value (in Dollars) |
|
|
|
|
|
|
$ 77,110
|
|
|
|
|
|
|
|
|
| Business Combination [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Capital Stock Activity [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Issuance common stock fair value (in Dollars) |
|
|
|
|
|
300,000
|
$ 50,000
|
|
|
|
|
|
|
|
|
| Business Combination [Member] | Common Stock [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Capital Stock Activity [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Issuance common stock fair value (in Dollars) |
|
|
|
|
|
$ 50,000
|
|
|
|
|
|
|
|
|
|
| Common Stock [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Capital Stock Activity [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Issuance of common stock |
|
|
|
|
|
686,106
|
3,333,333
|
|
|
|
|
|
|
|
|
| Common stock, shares issued |
|
|
|
|
|
128,907,407
|
123,587,968
|
|
|
|
|
|
|
|
|
| Common stock, shares outstanding |
|
|
|
|
|
123,587,968
|
123,587,968
|
|
|
|
|
|
|
|
|
| Issued stock purchase warrants |
|
|
|
|
|
|
4,928,260
|
|
|
|
|
|
|
|
|
| Net proceeds (in Dollars) |
|
|
|
|
|
|
$ 229,729
|
|
|
|
|
|
|
|
|
| Converted shares |
|
|
|
|
|
|
1,500,000
|
|
|
|
|
|
|
|
|
| Common Stock [Member] | Warrant [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Capital Stock Activity [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Net proceeds (in Dollars) |
|
|
|
|
|
|
$ 276,066
|
|
|
|
|
|
|
|
|
| Common Stock [Member] | Stock Purchase Warrants [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Capital Stock Activity [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Issuance of common stock shares exercised |
|
|
|
|
|
|
4,928,260
|
|
|
|
|
|
|
|
|
| Conversion of shares |
|
|
|
|
|
|
2,750,000
|
|
|
|
|
|
|
|
|
| Common Stock [Member] | Returnable Warrants [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Capital Stock Activity [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Issuance of common stock |
|
|
|
|
|
|
3,800,000
|
|
|
|
|
|
|
|
|
| Common Stock [Member] | Business Combination [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Capital Stock Activity [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Issuance of common stock |
|
|
|
|
|
|
5,750,000
|
|
|
|
|
|
|
|
|
| Series A Preferred Stock [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Capital Stock Activity [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Preferred stock, shares issued |
|
|
|
|
|
1,000
|
1,000
|
|
|
|
|
|
|
|
|
| Preferred stock, shares outstanding |
|
|
|
|
|
1,000
|
1,000
|
|
|
|
|
|
|
|
|
| Preferred stock, shares authorized |
|
|
|
|
|
1,000,000
|
1,000,000
|
|
|
|
|
|
|
|
|
| Preferred stock, par value (in Dollars per share) |
|
|
|
|
|
$ 0.001
|
$ 0.001
|
|
|
|
|
|
|
|
|
| Preferred stock voting rights description |
|
|
|
|
|
Of the 1,000,000 shares, 10,000 shares were designated as Series A Preferred
Stock (“Series A Stock”). Holders of Series A Stock are each entitled to cast 100,000 votes for each share held of record
on all matters presented to shareholders.
|
|
|
|
|
|
|
|
|
|
| Series A Preferred Stock [Member] | Warrant [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Capital Stock Activity [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Issuance of common stock |
|
|
|
|
|
|
686,106
|
|
|
|
|
|
|
|
|
| Series A Preferred Stock [Member] | Amended Series C COD [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Capital Stock Activity [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Preferred stock, par value (in Dollars per share) |
|
|
|
|
|
$ 0.001
|
|
|
|
|
|
|
|
|
|
| Series B Preferred Stock [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Capital Stock Activity [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Shares issued |
|
|
|
|
|
|
0
|
|
|
|
|
|
|
|
|
| Conversion of shares |
|
|
|
|
|
|
1,310
|
|
|
|
|
|
|
|
|
| Converted shares |
|
|
|
|
|
|
|
1,740
|
|
|
|
|
|
|
|
| Preferred stock, shares issued |
|
|
|
|
|
1,950
|
1,950
|
|
|
|
|
|
|
|
|
| Preferred stock, shares outstanding |
|
|
|
|
|
1,950
|
1,950
|
|
|
|
|
|
|
|
|
| Preferred stock, shares authorized |
|
|
|
|
|
5,000
|
5,000
|
|
|
|
|
|
|
|
|
| Preferred stock, par value (in Dollars per share) |
|
|
|
|
|
$ 0.001
|
$ 0.001
|
|
|
|
|
|
|
|
|
| Designated preferred stock |
|
|
5,000
|
|
|
|
|
|
|
|
|
|
|
|
|
| Convertible shares |
|
|
5,000
|
|
|
|
|
|
|
|
|
|
|
|
|
| Issuance of dividend |
|
|
|
|
|
|
|
335
|
4,665
|
|
|
|
|
|
|
| Series B Preferred Stock [Member] | Common Stock [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Capital Stock Activity [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Converted shares |
|
|
|
|
|
|
1,310
|
|
|
|
|
|
|
|
|
| Series B Preferred Stock [Member] | Preferred Stock [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Capital Stock Activity [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Preferred stock, shares issued |
|
|
|
|
|
|
1,950
|
|
|
|
1,950
|
|
|
|
|
| Preferred stock, shares outstanding |
|
|
|
|
|
|
1,950
|
|
|
|
1,950
|
|
|
|
|
| Non-detachable warrants |
|
|
5,000
|
|
|
|
|
|
|
|
|
|
|
|
|
| Preferred Class C [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Capital Stock Activity [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Preferred stock, shares issued |
|
|
|
|
|
13,333
|
0
|
|
|
|
|
|
|
|
|
| Preferred stock, shares outstanding |
|
|
|
|
|
13,333
|
0
|
|
|
|
|
|
|
|
|
| Preferred Class D [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Capital Stock Activity [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Preferred stock, shares issued |
|
|
|
|
|
1,667
|
0
|
|
|
|
|
|
|
|
|
| Preferred stock, shares outstanding |
|
|
|
|
|
1,667
|
0
|
|
|
|
|
|
|
|
|
| Series C Preferred Stock [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Capital Stock Activity [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Shares issued |
667
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Preferred stock, shares issued |
|
|
|
|
|
13,333
|
0
|
|
|
|
|
|
|
|
|
| Preferred stock, shares outstanding |
|
|
|
|
|
13,333
|
0
|
|
|
|
|
|
|
|
|
| Preferred stock, shares authorized |
|
|
|
|
|
500,000
|
500,000
|
|
|
|
|
|
|
|
|
| Preferred stock, par value (in Dollars per share) |
|
|
|
|
|
$ 0.001
|
$ 0.001
|
|
|
|
|
|
|
|
|
| Convertible shares |
|
|
|
|
|
|
|
|
|
|
|
|
6,000
|
|
|
| Series C Preferred Stock [Member] | Business Combination [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Capital Stock Activity [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Preferred stock, shares issued |
|
|
|
|
|
13,333
|
|
|
|
|
|
|
|
|
|
| Series C Preferred Stock [Member] | Series C COD [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Capital Stock Activity [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Preferred stock, shares issued |
|
|
|
|
|
|
|
|
|
|
|
|
500,000
|
|
|
| Preferred stock, par value (in Dollars per share) |
|
|
|
|
|
|
|
|
|
|
|
|
$ 0.001
|
|
|
| Series D Preferred Stock [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Capital Stock Activity [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Shares issued |
167
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Preferred stock, shares issued |
|
|
|
|
|
1,667
|
0
|
|
|
|
|
|
|
|
|
| Preferred stock, shares outstanding |
|
|
|
|
|
1,667
|
0
|
|
|
|
|
|
|
|
|
| Preferred stock, shares authorized |
|
|
|
|
|
100,000
|
100,000
|
|
|
|
|
|
|
|
|
| Preferred stock, par value (in Dollars per share) |
|
|
|
|
|
$ 0.001
|
$ 0.001
|
|
|
|
|
|
|
|
|
| Convertible shares |
|
|
|
|
|
|
|
|
|
|
|
6,000
|
|
|
|
| Series D Preferred Stock [Member] | Amended Promissory Notes [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Capital Stock Activity [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Preferred stock, shares issued |
|
|
|
|
|
1,667
|
|
|
|
|
|
|
|
|
|
| Series D Preferred Stock [Member] | Series D COD [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Capital Stock Activity [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Preferred stock, shares issued |
|
|
|
|
|
|
|
|
|
|
|
100,000
|
|
|
|
| Preferred stock, par value (in Dollars per share) |
|
|
|
|
|
|
|
|
|
|
|
$ 0.001
|
|
|
|
| Securities Financing Transaction, Cost [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Capital Stock Activity [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Issuance of common stock |
|
|
|
|
|
|
2,469,697
|
|
|
|
|
|
|
|
|
| Issuance common stock fair value (in Dollars) |
|
|
|
|
|
|
$ 104,515
|
|
|
|
|
|
|
|
|
| Preferred Stock [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Capital Stock Activity [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Issuance common stock fair value (in Dollars) |
|
|
|
|
|
|
$ 7,800
|
|
|
|
|
|
|
|
|
| Preferred Stock [Member] | Series B Preferred Stock [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Capital Stock Activity [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Preferred stock, shares issued |
|
|
|
|
|
1,950
|
|
|
|
|
|
|
|
|
|
| Preferred stock, shares outstanding |
|
|
|
|
|
|
1,950
|
|
|
|
|
|
|
|
|
| Common Stock [Member] | Series B Preferred Stock [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Capital Stock Activity [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Preferred stock, shares issued |
|
|
|
|
|
|
1,950
|
|
|
|
|
|
|
|
|
| X |
- DefinitionRepresent the number of designated preferred stock.
| Name: |
ngtf_DesignatedPreferredStock |
| Namespace Prefix: |
ngtf_ |
| Data Type: |
xbrli:sharesItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionNumber of issued stock purchase warrants.
| Name: |
ngtf_IssuedStockPurchaseWarrants |
| Namespace Prefix: |
ngtf_ |
| Data Type: |
xbrli:sharesItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionThe cost of preferred stock to a company is effectively the price it pays in return for the income it gets from issuing and selling the stock. In other words, it's the amount of money the company pays out in a year divided by the lump sum they got from issuing the stock.
| Name: |
ngtf_IsuedFromPrivatePlacementShares |
| Namespace Prefix: |
ngtf_ |
| Data Type: |
xbrli:sharesItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionNumber of non-detachable warrants.
| Name: |
ngtf_NonDetachableWarrantsStock |
| Namespace Prefix: |
ngtf_ |
| Data Type: |
xbrli:sharesItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionOutstanding share in percentage
| Name: |
ngtf_OutstandingShareInPercentage |
| Namespace Prefix: |
ngtf_ |
| Data Type: |
dtr:percentItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionRepresent the amount of transfer agent fee.
| Name: |
ngtf_TransferAgentFee |
| Namespace Prefix: |
ngtf_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
debit |
| Period Type: |
duration |
|
| X |
- DefinitionLine items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.
| Name: |
us-gaap_CapitalUnitLineItems |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:stringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionFace amount or stated value per share of common stock. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(29))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
| Name: |
us-gaap_CommonStockParOrStatedValuePerShare |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
dtr-types:perShareItemType |
| Balance Type: |
na |
| Period Type: |
instant |
|
| X |
- DefinitionThe maximum number of common shares permitted to be issued by an entity's charter and bylaws. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(29))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 210
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-04(16)(a))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479170/946-210-S99-1
| Name: |
us-gaap_CommonStockSharesAuthorized |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:sharesItemType |
| Balance Type: |
na |
| Period Type: |
instant |
|
| X |
- DefinitionTotal number of common shares of an entity that have been sold or granted to shareholders (includes common shares that were issued, repurchased and remain in the treasury). These shares represent capital invested by the firm's shareholders and owners, and may be all or only a portion of the number of shares authorized. Shares issued include shares outstanding and shares held in the treasury. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(29))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
| Name: |
us-gaap_CommonStockSharesIssued |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:sharesItemType |
| Balance Type: |
na |
| Period Type: |
instant |
|
| X |
- DefinitionNumber of shares of common stock outstanding. Common stock represent the ownership interest in a corporation. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-SubTopic 10
-Topic 505
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-2
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(29))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 210
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SX 210.6-05(4))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479170/946-210-S99-2
Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.6-09(4)(b))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-3
Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 210
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-04(16)(a))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479170/946-210-S99-1
Reference 6: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.6-09(7))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-3
| Name: |
us-gaap_CommonStockSharesOutstanding |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:sharesItemType |
| Balance Type: |
na |
| Period Type: |
instant |
|
| X |
- DefinitionNumber of common units issued of limited liability company (LLC). Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480008/505-10-S99-1
| Name: |
us-gaap_CommonUnitIssued |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:sharesItemType |
| Balance Type: |
na |
| Period Type: |
instant |
|
| X |
- DefinitionThe number of new shares issued in the conversion of stock in a noncash (or part noncash) transaction. Noncash is defined as transactions during a period that do not result in cash receipts or cash payments in the period. "Part noncash" refers to that portion of the transaction not resulting in cash receipts or cash payments in the period. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 230
-SubTopic 10
-Section 50
-Paragraph 4
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482913/230-10-50-4
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 230
-SubTopic 10
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482913/230-10-50-3
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 230
-SubTopic 10
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482913/230-10-50-5
| Name: |
us-gaap_ConversionOfStockSharesIssued1 |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:sharesItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionFair value portion of borrowing which can be exchanged for a specified number of another security at the option of the issuer or the holder, for example, but not limited to, the entity's common stock. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2E
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2E
Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2
Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (bbb)(2)(i)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2
Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (bbb)(2)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2
Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (bbb)(1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2
| Name: |
us-gaap_ConvertibleDebtFairValueDisclosures |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
credit |
| Period Type: |
instant |
|
| X |
- DefinitionNumber of shares issued for each share of convertible preferred stock that is converted. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(27))
-SubTopic 10
-Topic 210
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(28))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-3
Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-6
Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 16
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-16
| Name: |
us-gaap_ConvertiblePreferredStockSharesIssuedUponConversion |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:sharesItemType |
| Balance Type: |
na |
| Period Type: |
instant |
|
| X |
- DefinitionNumber of excess stock shares of an entity that have been sold or granted to shareholders.
| Name: |
us-gaap_ExcessStockSharesIssued |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:sharesItemType |
| Balance Type: |
na |
| Period Type: |
instant |
|
| X |
- DefinitionAmount of principal of investment owned. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 210
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478795/946-210-50-6
Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 946
-SubTopic 210
-Name Accounting Standards Codification
-Section 55
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477439/946-210-55-1
Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 210
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)(1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478795/946-210-50-1
Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 320
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.12-12(Column B))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477271/946-320-S99-1
Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 320
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.12-12B(Column B))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477271/946-320-S99-3
Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 320
-Name Accounting Standards Codification
-Section S99
-Paragraph 6
-Subparagraph (SX 210.12-14(Column B))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477271/946-320-S99-6
| Name: |
us-gaap_InvestmentOwnedBalancePrincipalAmount |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
debit |
| Period Type: |
instant |
|
| X |
- DefinitionAmount of liabilities incurred and payable to vendors for goods and services received classified as other, and expenses incurred but not yet paid, payable within one year or the operating cycle, if longer.
| Name: |
us-gaap_OtherAccountsPayableAndAccruedLiabilities |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
credit |
| Period Type: |
instant |
|
| X |
- DefinitionAggregate amount of cumulative preferred dividends in arrears. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 5
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-5
| Name: |
us-gaap_PreferredStockAmountOfPreferredDividendsInArrears |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
credit |
| Period Type: |
duration |
|
| X |
- DefinitionFace amount or stated value per share of preferred stock nonredeemable or redeemable solely at the option of the issuer. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(28))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13
| Name: |
us-gaap_PreferredStockParOrStatedValuePerShare |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
dtr-types:perShareItemType |
| Balance Type: |
na |
| Period Type: |
instant |
|
| X |
- DefinitionThe maximum number of nonredeemable preferred shares (or preferred stock redeemable solely at the option of the issuer) permitted to be issued by an entity's charter and bylaws. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(28))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 210
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-04(16)(a))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479170/946-210-S99-1
| Name: |
us-gaap_PreferredStockSharesAuthorized |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:sharesItemType |
| Balance Type: |
na |
| Period Type: |
instant |
|
| X |
- DefinitionNumber of shares issued for nonredeemable preferred shares and preferred shares redeemable solely at option of issuer. Includes, but is not limited to, preferred shares issued, repurchased, and held as treasury shares. Excludes preferred shares classified as debt. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(28))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13
| Name: |
us-gaap_PreferredStockSharesIssued |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:sharesItemType |
| Balance Type: |
na |
| Period Type: |
instant |
|
| X |
- DefinitionAggregate share number for all nonredeemable preferred stock (or preferred stock redeemable solely at the option of the issuer) held by stockholders. Does not include preferred shares that have been repurchased. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(28))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 210
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SX 210.6-05(4))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479170/946-210-S99-2
Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.6-09(4)(b))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-3
Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 210
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-04(16)(a))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479170/946-210-S99-1
Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.6-09(7))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-3
| Name: |
us-gaap_PreferredStockSharesOutstanding |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:sharesItemType |
| Balance Type: |
na |
| Period Type: |
instant |
|
| X |
- DefinitionDescription of voting rights of nonredeemable preferred stock. Includes eligibility to vote and votes per share owned. Include also, if any, unusual voting rights. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(28))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-3
| Name: |
us-gaap_PreferredStockVotingRights |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:stringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionThe cash inflow from the additional capital contribution to the entity. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Section 45
-Paragraph 14
-Subparagraph (a)
-SubTopic 10
-Topic 230
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482740/230-10-45-14
| Name: |
us-gaap_ProceedsFromIssuanceOfCommonStock |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
debit |
| Period Type: |
duration |
|
| X |
- DefinitionProceeds from issuance of capital stock which provides for a specific dividend that is paid to the shareholders before any dividends to common stockholders and which takes precedence over common stockholders in the event of liquidation. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Section 45
-Paragraph 14
-Subparagraph (a)
-SubTopic 10
-Topic 230
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482740/230-10-45-14
| Name: |
us-gaap_ProceedsFromIssuanceOfPreferredStockAndPreferenceStock |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
debit |
| Period Type: |
duration |
|
| X |
- DefinitionThe number of shares issued or sold by the subsidiary or equity method investee per stock transaction.
| Name: |
us-gaap_SaleOfStockNumberOfSharesIssuedInTransaction |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:sharesItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionPer share or per unit amount of equity securities issued.
| Name: |
us-gaap_SharesIssuedPricePerShare |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
dtr-types:perShareItemType |
| Balance Type: |
na |
| Period Type: |
instant |
|
| X |
- DefinitionNumber of shares issued during the period as a result of the conversion of convertible securities. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-SubTopic 10
-Topic 505
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-2
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(29))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(30))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1E
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1E
Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480008/505-10-S99-1
Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-3
| Name: |
us-gaap_StockIssuedDuringPeriodSharesConversionOfConvertibleSecurities |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:sharesItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionNumber of new stock issued during the period. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-SubTopic 10
-Topic 505
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-2
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(28))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(29))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 505
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478448/946-505-50-2
Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.6-09(4)(b))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-3
Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.6-03(i)(1))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479886/946-10-S99-3
Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480008/505-10-S99-1
| Name: |
us-gaap_StockIssuedDuringPeriodSharesNewIssues |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:sharesItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionNumber of share options (or share units) exercised during the current period. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-SubTopic 10
-Topic 505
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-2
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(28))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(29))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(iv)(02)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2
Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480008/505-10-S99-1
| Name: |
us-gaap_StockIssuedDuringPeriodSharesStockOptionsExercised |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:sharesItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionEquity impact of the value of new stock issued during the period. Includes shares issued in an initial public offering or a secondary public offering. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-SubTopic 10
-Topic 505
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-2
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(28))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(29))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 4: http://www.xbrl.org/2003/role/exampleRef
-Topic 946
-SubTopic 830
-Name Accounting Standards Codification
-Section 55
-Paragraph 11
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479168/946-830-55-11
Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 205
-Name Accounting Standards Codification
-Section 45
-Paragraph 4
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478009/946-205-45-4
Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 505
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478448/946-505-50-2
Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.6-09(4)(b))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-3
Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480008/505-10-S99-1
| Name: |
us-gaap_StockIssuedDuringPeriodValueNewIssues |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
credit |
| Period Type: |
duration |
|
| X |
- Details
| Name: |
us-gaap_DebtInstrumentAxis=ngtf_AmendedPromissoryNotesMember |
| Namespace Prefix: |
|
| Data Type: |
na |
| Balance Type: |
|
| Period Type: |
|
|
| X |
- Details
| Name: |
us-gaap_ClassOfWarrantOrRightAxis=us-gaap_CommonStockMember |
| Namespace Prefix: |
|
| Data Type: |
na |
| Balance Type: |
|
| Period Type: |
|
|
| X |
- Details
| Name: |
us-gaap_ClassOfWarrantOrRightAxis=us-gaap_WarrantMember |
| Namespace Prefix: |
|
| Data Type: |
na |
| Balance Type: |
|
| Period Type: |
|
|
| X |
- Details
| Name: |
us-gaap_ClassOfWarrantOrRightAxis=ngtf_StockPurchaseWarrantsMember |
| Namespace Prefix: |
|
| Data Type: |
na |
| Balance Type: |
|
| Period Type: |
|
|
| X |
- Details
| Name: |
us-gaap_ClassOfWarrantOrRightAxis=ngtf_ReturnableWarrantsMember |
| Namespace Prefix: |
|
| Data Type: |
na |
| Balance Type: |
|
| Period Type: |
|
|
| X |
- Details
| Name: |
us-gaap_StatementEquityComponentsAxis=us-gaap_CommonStockMember |
| Namespace Prefix: |
|
| Data Type: |
na |
| Balance Type: |
|
| Period Type: |
|
|
| X |
- Details
| Name: |
us-gaap_ClassOfWarrantOrRightAxis=us-gaap_PreferredStockMember |
| Namespace Prefix: |
|
| Data Type: |
na |
| Balance Type: |
|
| Period Type: |
|
|
| X |
- Details
| Name: |
us-gaap_BusinessAcquisitionAxis=us-gaap_SeriesOfIndividuallyImmaterialBusinessAcquisitionsMember |
| Namespace Prefix: |
|
| Data Type: |
na |
| Balance Type: |
|
| Period Type: |
|
|
| X |
- Details
| Name: |
us-gaap_StatementClassOfStockAxis=us-gaap_CommonStockMember |
| Namespace Prefix: |
|
| Data Type: |
na |
| Balance Type: |
|
| Period Type: |
|
|
| X |
- Details
| Name: |
us-gaap_StatementClassOfStockAxis=us-gaap_SeriesAPreferredStockMember |
| Namespace Prefix: |
|
| Data Type: |
na |
| Balance Type: |
|
| Period Type: |
|
|
| X |
- Details
| Name: |
us-gaap_StatementClassOfStockAxis=us-gaap_SeriesBPreferredStockMember |
| Namespace Prefix: |
|
| Data Type: |
na |
| Balance Type: |
|
| Period Type: |
|
|
| X |
- Details
| Name: |
us-gaap_StatementClassOfStockAxis=ngtf_PreferredClassCMember |
| Namespace Prefix: |
|
| Data Type: |
na |
| Balance Type: |
|
| Period Type: |
|
|
| X |
- Details
| Name: |
us-gaap_StatementClassOfStockAxis=ngtf_PreferredClassDMember |
| Namespace Prefix: |
|
| Data Type: |
na |
| Balance Type: |
|
| Period Type: |
|
|
| X |
- Details
| Name: |
us-gaap_StatementClassOfStockAxis=us-gaap_SeriesCPreferredStockMember |
| Namespace Prefix: |
|
| Data Type: |
na |
| Balance Type: |
|
| Period Type: |
|
|
| X |
- Details
| Name: |
srt_TitleOfIndividualAxis=ngtf_SeriesCCODMember |
| Namespace Prefix: |
|
| Data Type: |
na |
| Balance Type: |
|
| Period Type: |
|
|
| X |
- Details
| Name: |
us-gaap_StatementClassOfStockAxis=us-gaap_SeriesDPreferredStockMember |
| Namespace Prefix: |
|
| Data Type: |
na |
| Balance Type: |
|
| Period Type: |
|
|
| X |
- Details
| Name: |
srt_TitleOfIndividualAxis=ngtf_SeriesDCODMember |
| Namespace Prefix: |
|
| Data Type: |
na |
| Balance Type: |
|
| Period Type: |
|
|
| X |
- Details
| Name: |
us-gaap_SecuritiesFinancingTransactionAxis=us-gaap_SecuritiesFinancingTransactionCostMember |
| Namespace Prefix: |
|
| Data Type: |
na |
| Balance Type: |
|
| Period Type: |
|
|
| X |
- Details
| Name: |
us-gaap_SubsidiarySaleOfStockAxis=us-gaap_PreferredStockMember |
| Namespace Prefix: |
|
| Data Type: |
na |
| Balance Type: |
|
| Period Type: |
|
|
| X |
- Details
| Name: |
us-gaap_SubsidiarySaleOfStockAxis=us-gaap_CommonStockMember |
| Namespace Prefix: |
|
| Data Type: |
na |
| Balance Type: |
|
| Period Type: |
|
|
v3.24.4
Warrants (Details) - Detail 1
|
|
12 Months Ended |
|
|
|
|
|
|
|
Oct. 24, 2022
shares
|
Jun. 30, 2024
$ / shares
shares
|
Jun. 30, 2023
$ / shares
shares
|
Jun. 30, 2022
$ / shares
shares
|
Jul. 07, 2023
$ / shares
|
Jun. 29, 2023
$ / shares
|
Apr. 17, 2023
$ / shares
|
Mar. 24, 2023
$ / shares
|
Feb. 28, 2023
$ / shares
|
Feb. 05, 2023
$ / shares
|
| Warrants [Line Items] |
|
|
|
|
|
|
|
|
|
|
| Warrants issued |
|
650,000
|
|
4,000,000
|
|
|
|
|
|
|
| Exercise price (in Dollars per share) | $ / shares |
|
$ 0.03333
|
|
$ 0.25
|
$ 0.0333
|
$ 0.1
|
$ 0.1
|
$ 0.1
|
$ 0.1
|
$ 0.1
|
| Cumulative promissory notes share |
|
|
12,870,000
|
|
|
|
|
|
|
|
| Issuance of common stock |
5,000,000
|
|
|
|
|
|
|
|
|
|
| Warrant [Member] |
|
|
|
|
|
|
|
|
|
|
| Warrants [Line Items] |
|
|
|
|
|
|
|
|
|
|
| Warrants issued |
|
|
|
8,700,000
|
|
|
|
|
|
|
| Exercise price (in Dollars per share) | $ / shares |
|
$ 0.11082
|
$ 0.13796
|
$ 0.2919
|
|
|
|
|
|
|
| Warrant description |
|
During the fiscal year ended June 30, 2023, 2,800,000 warrants
were issued to the holder of an outstanding promissory note with an initial exercise price of $0.225 per share, 280,000 warrants
were concurrently issued to the Placement Agent with an initial exercise price of $0.225, and a further 119,260 warrants were issued to
the Placement Agent with initial exercise price of $0.27 per share. The Company valued these warrants using the Black Scholes model utilizing
a 122.42% volatility and a risk-free rate of 3.91%. On October 4, 2022, the Company and the Placement Agent entered into
an Addendum to amend their Letter of Engagement to cancel compensatory warrants to purchase 280,000 shares of common stock of the Company
and to cancel returnable compensatory warrants to purchase 700,000 shares of Common Stock of the Company for a one-time cash payment of
$35,000 and the issuance of 500,000 shares of Common Stock in full satisfaction of compensation earned.
|
|
|
|
|
|
|
|
|
| Issuance of common stock |
|
|
6,549,128
|
|
|
|
|
|
|
|
| Cashless exercised shares |
|
1,818,182
|
|
|
|
|
|
|
|
|
| Returnable Warrants [Member] |
|
|
|
|
|
|
|
|
|
|
| Warrants [Line Items] |
|
|
|
|
|
|
|
|
|
|
| Warrants issued |
|
7,000,000
|
|
|
|
|
|
|
|
|
| Cumulative promissory notes share |
|
|
19,460,000
|
|
|
|
|
|
|
|
| Placement agent warrants |
|
|
546,000
|
|
|
|
|
|
|
|
| Issuance of common stock |
|
|
10,869,566
|
|
|
|
|
|
|
|
| Stock Purchase Warrants [Member] |
|
|
|
|
|
|
|
|
|
|
| Warrants [Line Items] |
|
|
|
|
|
|
|
|
|
|
| Issuance of common stock |
|
|
6,549,128
|
|
|
|
|
|
|
|
| Cashless exercised shares |
|
|
1,818,182
|
|
|
|
|
|
|
|
| Minimum [Member] |
|
|
|
|
|
|
|
|
|
|
| Warrants [Line Items] |
|
|
|
|
|
|
|
|
|
|
| Exercise price (in Dollars per share) | $ / shares |
|
|
$ 0.05
|
|
|
|
|
|
|
|
| Minimum [Member] | Warrant [Member] |
|
|
|
|
|
|
|
|
|
|
| Warrants [Line Items] |
|
|
|
|
|
|
|
|
|
|
| Exercise price (in Dollars per share) | $ / shares |
|
|
0.033
|
|
|
|
|
|
|
|
| Maximum [Member] |
|
|
|
|
|
|
|
|
|
|
| Warrants [Line Items] |
|
|
|
|
|
|
|
|
|
|
| Exercise price (in Dollars per share) | $ / shares |
|
|
0.125
|
|
|
|
|
|
|
|
| Maximum [Member] | Warrant [Member] |
|
|
|
|
|
|
|
|
|
|
| Warrants [Line Items] |
|
|
|
|
|
|
|
|
|
|
| Exercise price (in Dollars per share) | $ / shares |
|
|
$ 0.12
|
|
|
|
|
|
|
|
| Common Stock [Member] |
|
|
|
|
|
|
|
|
|
|
| Warrants [Line Items] |
|
|
|
|
|
|
|
|
|
|
| Converted shares |
|
|
655,000
|
|
|
|
|
|
|
|
| Issuance of common stock |
|
|
1,871,800
|
|
|
|
|
|
|
|
| Cashless exercised shares |
|
686,106
|
12,299,128
|
|
|
|
|
|
|
|
| Common Stock [Member] | Warrant [Member] |
|
|
|
|
|
|
|
|
|
|
| Warrants [Line Items] |
|
|
|
|
|
|
|
|
|
|
| Issuance of common stock |
|
|
532,859
|
|
|
|
|
|
|
|
| Common Stock [Member] | Stock Purchase Warrants [Member] |
|
|
|
|
|
|
|
|
|
|
| Warrants [Line Items] |
|
|
|
|
|
|
|
|
|
|
| Issuance of common stock |
|
|
2,750,000
|
|
|
|
|
|
|
|
| Measurement Input, Price Volatility [Member] |
|
|
|
|
|
|
|
|
|
|
| Warrants [Line Items] |
|
|
|
|
|
|
|
|
|
|
| Warrant measurement input |
|
|
121.75
|
143.39
|
|
|
|
|
|
|
| Measurement Input, Price Volatility [Member] | Warrant [Member] |
|
|
|
|
|
|
|
|
|
|
| Warrants [Line Items] |
|
|
|
|
|
|
|
|
|
|
| Warrant measurement input |
|
|
|
148.06
|
|
|
|
|
|
|
| Measurement Input, Price Volatility [Member] | Minimum [Member] |
|
|
|
|
|
|
|
|
|
|
| Warrants [Line Items] |
|
|
|
|
|
|
|
|
|
|
| Warrant measurement input |
|
|
111.36
|
|
|
|
|
|
|
|
| Measurement Input, Price Volatility [Member] | Minimum [Member] | Warrant [Member] |
|
|
|
|
|
|
|
|
|
|
| Warrants [Line Items] |
|
|
|
|
|
|
|
|
|
|
| Warrant measurement input |
|
|
110.8
|
|
|
|
|
|
|
|
| Measurement Input, Price Volatility [Member] | Maximum [Member] |
|
|
|
|
|
|
|
|
|
|
| Warrants [Line Items] |
|
|
|
|
|
|
|
|
|
|
| Warrant measurement input |
|
|
112.33
|
|
|
|
|
|
|
|
| Measurement Input, Price Volatility [Member] | Maximum [Member] | Warrant [Member] |
|
|
|
|
|
|
|
|
|
|
| Warrants [Line Items] |
|
|
|
|
|
|
|
|
|
|
| Warrant measurement input |
|
|
111.31
|
|
|
|
|
|
|
|
| Measurement Input, Risk Free Interest Rate [Member] |
|
|
|
|
|
|
|
|
|
|
| Warrants [Line Items] |
|
|
|
|
|
|
|
|
|
|
| Warrant measurement input |
|
|
4.06
|
1.25
|
|
|
|
|
|
|
| Measurement Input, Risk Free Interest Rate [Member] | Warrant [Member] |
|
|
|
|
|
|
|
|
|
|
| Warrants [Line Items] |
|
|
|
|
|
|
|
|
|
|
| Warrant measurement input |
|
|
|
0.83
|
|
|
|
|
|
|
| Measurement Input, Risk Free Interest Rate [Member] | Minimum [Member] |
|
|
|
|
|
|
|
|
|
|
| Warrants [Line Items] |
|
|
|
|
|
|
|
|
|
|
| Warrant measurement input |
|
|
3.41
|
|
|
|
|
|
|
|
| Measurement Input, Risk Free Interest Rate [Member] | Minimum [Member] | Warrant [Member] |
|
|
|
|
|
|
|
|
|
|
| Warrants [Line Items] |
|
|
|
|
|
|
|
|
|
|
| Warrant measurement input |
|
|
3.69
|
|
|
|
|
|
|
|
| Measurement Input, Risk Free Interest Rate [Member] | Maximum [Member] |
|
|
|
|
|
|
|
|
|
|
| Warrants [Line Items] |
|
|
|
|
|
|
|
|
|
|
| Warrant measurement input |
|
|
4.18
|
|
|
|
|
|
|
|
| Measurement Input, Risk Free Interest Rate [Member] | Maximum [Member] | Warrant [Member] |
|
|
|
|
|
|
|
|
|
|
| Warrants [Line Items] |
|
|
|
|
|
|
|
|
|
|
| Warrant measurement input |
|
|
4.27
|
|
|
|
|
|
|
|
| Placement Agent [Member] |
|
|
|
|
|
|
|
|
|
|
| Warrants [Line Items] |
|
|
|
|
|
|
|
|
|
|
| Warrants issued |
|
6,208,788
|
|
878,260
|
|
|
|
|
|
|
| Lock-Up Agreement [Member] |
|
|
|
|
|
|
|
|
|
|
| Warrants [Line Items] |
|
|
|
|
|
|
|
|
|
|
| Warrants issued |
|
|
400,000
|
400,000
|
|
|
|
|
|
|
| Exercise price (in Dollars per share) | $ / shares |
|
|
|
$ 0.3
|
|
|
|
|
|
|
| Strike price (in Dollars per share) | $ / shares |
|
|
$ 0.3
|
|
|
|
|
|
|
|
| Share term |
|
|
1 year
|
1 year
|
|
|
|
|
|
|
| Lock-Up Agreement [Member] | Measurement Input, Price Volatility [Member] |
|
|
|
|
|
|
|
|
|
|
| Warrants [Line Items] |
|
|
|
|
|
|
|
|
|
|
| Warrant measurement input |
|
|
103.6
|
107.93
|
|
|
|
|
|
|
| Lock-Up Agreement [Member] | Measurement Input, Risk Free Interest Rate [Member] |
|
|
|
|
|
|
|
|
|
|
| Warrants [Line Items] |
|
|
|
|
|
|
|
|
|
|
| Warrant measurement input |
|
|
4.3
|
0.5
|
|
|
|
|
|
|
| Convertible Notes Payable [Member] |
|
|
|
|
|
|
|
|
|
|
| Warrants [Line Items] |
|
|
|
|
|
|
|
|
|
|
| Exercise price (in Dollars per share) | $ / shares |
|
|
|
$ 0.25
|
|
|
|
|
|
|
| Placement Agent Warrants [Member] |
|
|
|
|
|
|
|
|
|
|
| Warrants [Line Items] |
|
|
|
|
|
|
|
|
|
|
| Cumulative promissory notes share |
|
|
4,875,189
|
|
|
|
|
|
|
|
| Placement agent warrants |
|
|
831,386
|
|
|
|
|
|
|
|
| Series B Preferred Stock [Member] |
|
|
|
|
|
|
|
|
|
|
| Warrants [Line Items] |
|
|
|
|
|
|
|
|
|
|
| Converted shares |
|
|
1,310
|
1,740
|
|
|
|
|
|
|
| Series B Preferred Stock [Member] | Warrant [Member] |
|
|
|
|
|
|
|
|
|
|
| Warrants [Line Items] |
|
|
|
|
|
|
|
|
|
|
| Warrants issued |
|
|
6,550,000
|
|
|
|
|
|
|
|
| Common Stock [Member] |
|
|
|
|
|
|
|
|
|
|
| Warrants [Line Items] |
|
|
|
|
|
|
|
|
|
|
| Converted shares |
|
|
|
8,700,000
|
|
|
|
|
|
|
| Issuance of common stock |
|
686,106
|
3,333,333
|
|
|
|
|
|
|
|
| Common Stock [Member] | Returnable Warrants [Member] |
|
|
|
|
|
|
|
|
|
|
| Warrants [Line Items] |
|
|
|
|
|
|
|
|
|
|
| Issuance of common stock |
|
|
3,800,000
|
|
|
|
|
|
|
|
| Common Stock [Member] | Stock Purchase Warrants [Member] |
|
|
|
|
|
|
|
|
|
|
| Warrants [Line Items] |
|
|
|
|
|
|
|
|
|
|
| Cashless exercised shares |
|
|
4,928,260
|
|
|
|
|
|
|
|
| Black Scholes Model [Member] |
|
|
|
|
|
|
|
|
|
|
| Warrants [Line Items] |
|
|
|
|
|
|
|
|
|
|
| Warrants issued |
|
|
|
167,500
|
|
|
|
|
|
|
| Exercise price (in Dollars per share) | $ / shares |
|
|
|
$ 0.2
|
|
|
|
|
|
|
| Black Scholes Model [Member] | Warrant [Member] |
|
|
|
|
|
|
|
|
|
|
| Warrants [Line Items] |
|
|
|
|
|
|
|
|
|
|
| Warrants issued |
|
|
|
167,500
|
|
|
|
|
|
|
| Exercise price (in Dollars per share) | $ / shares |
|
|
|
$ 0.3
|
|
|
|
|
|
|
| Warrant Agreement [Member] |
|
|
|
|
|
|
|
|
|
|
| Warrants [Line Items] |
|
|
|
|
|
|
|
|
|
|
| Warrants issued |
|
|
100,000
|
100,000
|
|
|
|
|
|
|
| Exercise price (in Dollars per share) | $ / shares |
|
|
$ 0.125
|
|
|
|
|
|
|
|
| Strike price (in Dollars per share) | $ / shares |
|
|
|
$ 0.2626
|
|
|
|
|
|
|
| Share term |
|
|
5 years
|
5 years
|
|
|
|
|
|
|
| Warrant Agreement [Member] | Measurement Input, Price Volatility [Member] |
|
|
|
|
|
|
|
|
|
|
| Warrants [Line Items] |
|
|
|
|
|
|
|
|
|
|
| Warrant measurement input |
|
|
|
151.07
|
|
|
|
|
|
|
| Warrant Agreement [Member] | Measurement Input, Risk Free Interest Rate [Member] |
|
|
|
|
|
|
|
|
|
|
| Warrants [Line Items] |
|
|
|
|
|
|
|
|
|
|
| Warrant measurement input |
|
|
|
0.79
|
|
|
|
|
|
|
| X |
- DefinitionExercise price per share or per unit of warrants or rights outstanding. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-3
| Name: |
us-gaap_ClassOfWarrantOrRightExercisePriceOfWarrantsOrRights1 |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
dtr-types:perShareItemType |
| Balance Type: |
na |
| Period Type: |
instant |
|
| X |
- DefinitionLine items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.
| Name: |
us-gaap_ClassOfWarrantOrRightLineItems |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:stringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionNumber of securities into which the class of warrant or right may be converted. For example, but not limited to, 500,000 warrants may be converted into 1,000,000 shares. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-3
| Name: |
us-gaap_ClassOfWarrantOrRightNumberOfSecuritiesCalledByWarrantsOrRights |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:sharesItemType |
| Balance Type: |
na |
| Period Type: |
instant |
|
| X |
- DefinitionDescription of reason for issuing warrant or right.
| Name: |
us-gaap_ClassOfWarrantOrRightReasonForIssuingToNonemployees |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:stringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionThe number of shares converted in a noncash (or part noncash) transaction. Noncash is defined as transactions during a period that do not result in cash receipts or cash payments in the period. "Part noncash" refers to that portion of the transaction not resulting in cash receipts or cash payments in the period. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 230
-SubTopic 10
-Section 50
-Paragraph 4
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482913/230-10-50-4
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 230
-SubTopic 10
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482913/230-10-50-3
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 230
-SubTopic 10
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482913/230-10-50-5
| Name: |
us-gaap_ConversionOfStockSharesConverted1 |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:sharesItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionThe number of units sold in a private placement of each class of partners' capital account. Units represent shares of ownership of the general, limited, and preferred partners. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 5
-Subparagraph (SAB Topic 4.F)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480008/505-10-S99-5
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480008/505-10-S99-1
| Name: |
us-gaap_PartnersCapitalAccountUnitsSoldInPrivatePlacement |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:sharesItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionPrice of a single share of a number of saleable stocks of a company.
| Name: |
us-gaap_SharePrice |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
dtr-types:perShareItemType |
| Balance Type: |
na |
| Period Type: |
instant |
|
| X |
- DefinitionNumber of new stock issued during the period. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-SubTopic 10
-Topic 505
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-2
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(28))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(29))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 505
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478448/946-505-50-2
Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.6-09(4)(b))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-3
Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.6-03(i)(1))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479886/946-10-S99-3
Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480008/505-10-S99-1
| Name: |
us-gaap_StockIssuedDuringPeriodSharesNewIssues |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:sharesItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionNumber of share options (or share units) exercised during the current period. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-SubTopic 10
-Topic 505
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-2
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(28))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(29))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(iv)(02)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2
Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480008/505-10-S99-1
| Name: |
us-gaap_StockIssuedDuringPeriodSharesStockOptionsExercised |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:sharesItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionCumulative number of shares issued or sold by the subsidiary or equity method investee on all stock transactions.
| Name: |
us-gaap_SubsidiaryOrEquityMethodInvesteeCumulativeNumberOfSharesIssuedForAllTransactions |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:sharesItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionPeriod between issuance and expiration of outstanding warrant and right embodying unconditional obligation requiring redemption by transferring asset at specified or determinable date or upon event certain to occur, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents reported fact of one year, five months, and thirteen days. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (bbb)(2)(i)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2
Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (bbb)(2)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2
Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (bbb)(1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2
| Name: |
us-gaap_WarrantsAndRightsOutstandingTerm |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:durationItemType |
| Balance Type: |
na |
| Period Type: |
instant |
|
| X |
- Details
| Name: |
us-gaap_ClassOfWarrantOrRightAxis=us-gaap_WarrantMember |
| Namespace Prefix: |
|
| Data Type: |
na |
| Balance Type: |
|
| Period Type: |
|
|
| X |
- Details
| Name: |
us-gaap_ClassOfWarrantOrRightAxis=ngtf_ReturnableWarrantsMember |
| Namespace Prefix: |
|
| Data Type: |
na |
| Balance Type: |
|
| Period Type: |
|
|
| X |
- Details
| Name: |
us-gaap_ClassOfWarrantOrRightAxis=ngtf_StockPurchaseWarrantsMember |
| Namespace Prefix: |
|
| Data Type: |
na |
| Balance Type: |
|
| Period Type: |
|
|
| X |
- Details
| Name: |
srt_RangeAxis=srt_MinimumMember |
| Namespace Prefix: |
|
| Data Type: |
na |
| Balance Type: |
|
| Period Type: |
|
|
| X |
- Details
| Name: |
srt_RangeAxis=srt_MaximumMember |
| Namespace Prefix: |
|
| Data Type: |
na |
| Balance Type: |
|
| Period Type: |
|
|
| X |
- Details
| Name: |
us-gaap_StatementEquityComponentsAxis=us-gaap_CommonStockMember |
| Namespace Prefix: |
|
| Data Type: |
na |
| Balance Type: |
|
| Period Type: |
|
|
| X |
- Details
| Name: |
us-gaap_ShortTermDebtTypeAxis=us-gaap_ConvertibleNotesPayableMember |
| Namespace Prefix: |
|
| Data Type: |
na |
| Balance Type: |
|
| Period Type: |
|
|
| X |
- Details
| Name: |
us-gaap_FinancialInstrumentAxis=ngtf_PlacementAgentWarrantsMember |
| Namespace Prefix: |
|
| Data Type: |
na |
| Balance Type: |
|
| Period Type: |
|
|
| X |
- Details
| Name: |
us-gaap_StatementClassOfStockAxis=us-gaap_SeriesBPreferredStockMember |
| Namespace Prefix: |
|
| Data Type: |
na |
| Balance Type: |
|
| Period Type: |
|
|
| X |
- Details
| Name: |
us-gaap_StatementClassOfStockAxis=us-gaap_CommonStockMember |
| Namespace Prefix: |
|
| Data Type: |
na |
| Balance Type: |
|
| Period Type: |
|
|
| X |
- Details
| Name: |
us-gaap_SubsidiarySaleOfStockAxis=ngtf_BlackScholesModelMember |
| Namespace Prefix: |
|
| Data Type: |
na |
| Balance Type: |
|
| Period Type: |
|
|
| X |
- Details
| Name: |
us-gaap_SubsidiarySaleOfStockAxis=ngtf_WarrantAgreementMember |
| Namespace Prefix: |
|
| Data Type: |
na |
| Balance Type: |
|
| Period Type: |
|
|
v3.24.4
Warrants (Details) - Detail 2
|
|
|
|
1 Months Ended |
12 Months Ended |
|
|
|
|
|
|
|
|
Dec. 06, 2023
$ / shares
|
Oct. 06, 2023
$ / shares
|
Dec. 29, 2022
USD ($)
|
Nov. 17, 2023
$ / shares
|
Jun. 30, 2024
USD ($)
$ / shares
shares
|
Jun. 30, 2023
USD ($)
$ / shares
shares
|
Jul. 07, 2023
$ / shares
|
Jun. 29, 2023
$ / shares
|
Apr. 17, 2023
$ / shares
shares
|
Mar. 24, 2023
$ / shares
shares
|
Feb. 28, 2023
$ / shares
shares
|
Feb. 05, 2023
$ / shares
|
Jun. 30, 2022
$ / shares
shares
|
| Warrants [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Warrants issued | shares |
|
|
|
|
650,000
|
|
|
|
|
|
|
|
4,000,000
|
| Exercise price (in Dollars per share) |
|
|
|
|
$ 0.03333
|
|
$ 0.0333
|
$ 0.1
|
$ 0.1
|
$ 0.1
|
$ 0.1
|
$ 0.1
|
$ 0.25
|
| Common stock price per share (in Dollars per share) |
|
|
|
|
0.001
|
$ 0.001
|
|
|
|
|
|
|
|
| Aggregate of common shares | shares |
|
|
|
|
|
5,750,000
|
|
|
|
|
|
|
|
| Exercise price (in Dollars per share) |
|
|
|
|
|
$ 0.05
|
|
|
|
|
|
|
|
| Net proceeds (in Dollars) | $ |
|
|
|
|
|
$ 276,066
|
|
|
|
|
|
|
|
| Financing costs (in Dollars) | $ |
|
|
|
|
|
377,560
|
|
|
|
|
|
|
|
| Adjusted exercise price (in Dollars per share) |
$ 0.033
|
$ 0.033
|
|
$ 0.033
|
$ 0.033
|
|
|
|
|
|
|
|
|
| Additional financing costs (in Dollars) | $ |
|
|
|
|
$ 699,350
|
|
|
|
|
|
|
|
|
| Outstanding shares | shares |
|
|
|
|
28,557,967
|
|
|
|
1,790,000
|
1,790,000
|
1,790,000
|
|
|
| Stock purchase warrants | shares |
|
|
|
|
1,818,182
|
|
|
|
|
|
|
|
|
| Warrant, description |
|
|
|
|
Certain warrants in the below table include dilution
protection for the warrant holders, which could cause the exercise price to be adjusted either higher or lower as a result of various
financing events and stock transactions. The result of the warrant exercise price downward adjustment on modification date is treated
as a deemed dividend and fully amortized on the transaction date. In addition to the reduction in exercise price, with certain warrants
there is a corresponding increase to the number of warrants to the holder on a prorated basis. Under certain conditions, such as the successful
retirement of a convertible note through repayment, it is possible for the exercise price of these warrants to increase and for the number
of warrants outstanding to decrease.
|
|
|
|
|
|
|
|
|
| Aggregate intrinsic value (in Dollars) | $ |
|
|
|
|
$ 6,140,000
|
$ 4,220,000
|
|
|
|
|
|
|
|
| Common Stock [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Warrants [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Common stock price per share (in Dollars per share) |
|
|
|
|
$ 0.001
|
$ 0.001
|
|
|
|
|
|
|
|
| Warrant [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Warrants [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Warrants issued | shares |
|
|
|
|
|
|
|
|
|
|
|
|
8,700,000
|
| Exercise price (in Dollars per share) |
|
|
|
|
$ 0.11082
|
0.13796
|
|
|
|
|
|
|
$ 0.2919
|
| Returnable Warrants [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Warrants [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Warrants issued | shares |
|
|
|
|
7,000,000
|
|
|
|
|
|
|
|
|
| Volatility rate |
|
|
124.14%
|
|
|
|
|
|
|
|
|
|
|
| Risk-free rate |
|
|
3.94%
|
|
|
|
|
|
|
|
|
|
|
| Additional financing costs (in Dollars) | $ |
|
|
$ 1,085,780
|
|
|
|
|
|
|
|
|
|
|
| Minimum [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Warrants [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Exercise price (in Dollars per share) |
|
|
|
|
|
0.05
|
|
|
|
|
|
|
|
| Volatility rate |
|
|
|
|
124.86%
|
|
|
|
|
|
|
|
|
| Risk-free rate |
|
|
|
|
4.12%
|
|
|
|
|
|
|
|
|
| Initial exercise prices (in Dollars per share) |
|
|
|
|
$ 0.033
|
|
|
|
|
|
|
|
|
| Minimum [Member] | Warrant [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Warrants [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Exercise price (in Dollars per share) |
|
|
|
|
|
$ 0.033
|
|
|
|
|
|
|
|
| Minimum [Member] | Returnable Warrants [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Warrants [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Risk-free rate |
|
|
|
|
|
3.67%
|
|
|
|
|
|
|
|
| Maximum [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Warrants [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Exercise price (in Dollars per share) |
|
|
|
|
|
$ 0.125
|
|
|
|
|
|
|
|
| Volatility rate |
|
|
|
|
136.57%
|
|
|
|
|
|
|
|
|
| Risk-free rate |
|
|
|
|
4.68%
|
|
|
|
|
|
|
|
|
| Initial exercise prices (in Dollars per share) |
|
|
|
|
$ 0.12
|
|
|
|
|
|
|
|
|
| Maximum [Member] | Warrant [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Warrants [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Exercise price (in Dollars per share) |
|
|
|
|
|
$ 0.12
|
|
|
|
|
|
|
|
| Maximum [Member] | Returnable Warrants [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Warrants [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Risk-free rate |
|
|
|
|
|
3.91%
|
|
|
|
|
|
|
|
| Measurement Input, Price Volatility [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Warrants [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Warrant measurement input |
|
|
|
|
|
121.75
|
|
|
|
|
|
|
143.39
|
| Measurement Input, Price Volatility [Member] | Warrant [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Warrants [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Warrant measurement input |
|
|
|
|
|
|
|
|
|
|
|
|
148.06
|
| Measurement Input, Price Volatility [Member] | Minimum [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Warrants [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Warrant measurement input |
|
|
|
|
|
111.36
|
|
|
|
|
|
|
|
| Measurement Input, Price Volatility [Member] | Minimum [Member] | Warrant [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Warrants [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Warrant measurement input |
|
|
|
|
|
110.8
|
|
|
|
|
|
|
|
| Measurement Input, Price Volatility [Member] | Maximum [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Warrants [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Warrant measurement input |
|
|
|
|
|
112.33
|
|
|
|
|
|
|
|
| Measurement Input, Price Volatility [Member] | Maximum [Member] | Warrant [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Warrants [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Warrant measurement input |
|
|
|
|
|
111.31
|
|
|
|
|
|
|
|
| Measurement Input, Risk Free Interest Rate [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Warrants [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Warrant measurement input |
|
|
|
|
|
4.06
|
|
|
|
|
|
|
1.25
|
| Measurement Input, Risk Free Interest Rate [Member] | Warrant [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Warrants [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Warrant measurement input |
|
|
|
|
|
|
|
|
|
|
|
|
0.83
|
| Measurement Input, Risk Free Interest Rate [Member] | Minimum [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Warrants [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Warrant measurement input |
|
|
|
|
|
3.41
|
|
|
|
|
|
|
|
| Measurement Input, Risk Free Interest Rate [Member] | Minimum [Member] | Warrant [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Warrants [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Warrant measurement input |
|
|
|
|
|
3.69
|
|
|
|
|
|
|
|
| Measurement Input, Risk Free Interest Rate [Member] | Maximum [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Warrants [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Warrant measurement input |
|
|
|
|
|
4.18
|
|
|
|
|
|
|
|
| Measurement Input, Risk Free Interest Rate [Member] | Maximum [Member] | Warrant [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Warrants [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Warrant measurement input |
|
|
|
|
|
4.27
|
|
|
|
|
|
|
|
| Investors and Placement Agents [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Warrants [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Warrants issued | shares |
|
|
|
|
|
6,900,000
|
|
|
|
|
|
|
|
| JH Darbie [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Warrants [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Warrants issued | shares |
|
|
|
|
21,250
|
|
|
|
|
|
|
|
|
| Subscribers [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Warrants [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Warrants issued | shares |
|
|
|
|
|
1,871,800
|
|
|
|
|
|
|
|
| Number of warrants offerings | shares |
|
|
|
|
|
5,000,000
|
|
|
|
|
|
|
|
| Exercise price (in Dollars per share) |
|
|
|
|
|
$ 0.5
|
|
|
|
|
|
|
|
| Subscribers [Member] | Common Stock [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Warrants [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Shares issued | shares |
|
|
|
|
|
4
|
|
|
|
|
|
|
|
| Share percentage |
|
|
|
|
|
125.00%
|
|
|
|
|
|
|
|
| Common stock price per share (in Dollars per share) |
|
|
|
|
|
$ 0.15625
|
|
|
|
|
|
|
|
| Subscribers [Member] | Warrant [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Warrants [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Shares issued | shares |
|
|
|
|
|
4
|
|
|
|
|
|
|
|
| Share term |
|
|
|
|
|
2 years
|
|
|
|
|
|
|
|
| Placement Agent [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Warrants [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Warrants issued | shares |
|
|
|
|
6,208,788
|
|
|
|
|
|
|
|
878,260
|
| Warrant Exchange Agreement [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Warrants [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Warrants issued | shares |
|
|
|
|
|
16,181,393
|
|
|
|
|
|
|
|
| Adjusted exercise price (in Dollars per share) |
|
|
|
|
|
$ 0.0747
|
|
|
|
|
|
|
|
| Price per share (in Dollars per share) |
|
|
|
|
|
0.0747
|
|
|
|
|
|
|
|
| Warrant Exchange Agreement [Member] | Minimum [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Warrants [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Exercise price (in Dollars per share) |
|
|
|
|
|
0.2
|
|
|
|
|
|
|
|
| Warrant Exchange Agreement [Member] | Maximum [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Warrants [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Exercise price (in Dollars per share) |
|
|
|
|
|
$ 0.3
|
|
|
|
|
|
|
|
| Common Stock [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Warrants [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Aggregate of shares | shares |
|
|
|
|
|
5,750,000
|
|
|
|
|
|
|
|
| Series B Preferred Stock [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Warrants [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Outstanding shares | shares |
|
|
|
|
23,147,255
|
|
|
|
|
|
|
|
|
| Series B Preferred Stock [Member] | Warrant [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Warrants [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Warrants issued | shares |
|
|
|
|
|
6,550,000
|
|
|
|
|
|
|
|
| Letter of Engagement Agreement [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Warrants [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Warrants issued | shares |
|
|
|
|
|
1,000,000
|
|
|
|
|
|
|
|
| Exercise price (in Dollars per share) |
|
|
|
|
|
$ 0.033
|
|
|
|
|
|
|
|
| Share term |
|
|
|
|
|
5 years
|
|
|
|
|
|
|
|
| Volatility rate |
|
|
|
|
|
113.71%
|
|
|
|
|
|
|
|
| Risk-free rate |
|
|
|
|
|
3.69%
|
|
|
|
|
|
|
|
| X |
- DefinitionAmount of additional financing costs in cumulative amount.
| Name: |
ngtf_AdditionalFinancingCostsInCumulativeAmount |
| Namespace Prefix: |
ngtf_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
debit |
| Period Type: |
duration |
|
| X |
- DefinitionAggregate common stock shares.
| Name: |
ngtf_AggregateCommonStockShares |
| Namespace Prefix: |
ngtf_ |
| Data Type: |
xbrli:sharesItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionNumber of units, warrants offering.
| Name: |
ngtf_NumberOfWarrantsOfferings |
| Namespace Prefix: |
ngtf_ |
| Data Type: |
xbrli:sharesItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionThe price paid per share to immediately purchase the targeted number of shares on the date of executing the accelerated share repurchase agreement. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 505
-SubTopic 30
-Name Accounting Standards Codification
-Section 25
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481138/505-30-25-5
| Name: |
us-gaap_AcceleratedShareRepurchasesInitialPricePaidPerShare |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
dtr-types:perShareItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionExercise price per share or per unit of warrants or rights outstanding. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-3
| Name: |
us-gaap_ClassOfWarrantOrRightExercisePriceOfWarrantsOrRights1 |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
dtr-types:perShareItemType |
| Balance Type: |
na |
| Period Type: |
instant |
|
| X |
- DefinitionLine items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.
| Name: |
us-gaap_ClassOfWarrantOrRightLineItems |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:stringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionNumber of securities into which the class of warrant or right may be converted. For example, but not limited to, 500,000 warrants may be converted into 1,000,000 shares. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-3
| Name: |
us-gaap_ClassOfWarrantOrRightNumberOfSecuritiesCalledByWarrantsOrRights |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:sharesItemType |
| Balance Type: |
na |
| Period Type: |
instant |
|
| X |
- DefinitionNumber of warrants or rights outstanding.
| Name: |
us-gaap_ClassOfWarrantOrRightOutstanding |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:sharesItemType |
| Balance Type: |
na |
| Period Type: |
instant |
|
| X |
- DefinitionAggregate dividends declared during the period for each share of common stock outstanding. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480008/505-10-S99-1
| Name: |
us-gaap_CommonStockDividendsPerShareDeclared |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
dtr-types:perShareItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionFace amount or stated value per share of common stock. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(29))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
| Name: |
us-gaap_CommonStockParOrStatedValuePerShare |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
dtr-types:perShareItemType |
| Balance Type: |
na |
| Period Type: |
instant |
|
| X |
- DefinitionPercentage rate that is indicative of an expected degree of movement against a base line index, and which is included in determining the amount of the specified guaranteed benefit obligation as of the balance sheet date. Reference 1: http://fasb.org/us-gaap/role/ref/otherTransitionRef
-Topic 944
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480081/944-40-50-6
Reference 2: http://fasb.org/us-gaap/role/ref/otherTransitionRef
-Topic 944
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 15
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479808/944-20-55-15
| Name: |
us-gaap_LongDurationContractsAssumptionsByProductAndGuaranteeVolatilityRate |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
dtr-types:percentItemType |
| Balance Type: |
na |
| Period Type: |
instant |
|
| X |
- DefinitionThe cash outflow for loan and debt issuance costs. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 230
-SubTopic 10
-Section 45
-Paragraph 15
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482740/230-10-45-15
| Name: |
us-gaap_PaymentsOfFinancingCosts |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
credit |
| Period Type: |
duration |
|
| X |
- DefinitionThe cash inflow from issuance of rights to purchase common shares at predetermined price (usually issued together with corporate debt). Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Section 45
-Paragraph 14
-Subparagraph (a)
-SubTopic 10
-Topic 230
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482740/230-10-45-14
| Name: |
us-gaap_ProceedsFromIssuanceOfWarrants |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
debit |
| Period Type: |
duration |
|
| X |
- DefinitionPer share amount received by subsidiary or equity investee for each share of common stock issued or sold in the stock transaction.
| Name: |
us-gaap_SaleOfStockPricePerShare |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
dtr-types:perShareItemType |
| Balance Type: |
na |
| Period Type: |
instant |
|
| X |
- DefinitionThe risk-free interest rate assumption that is used in valuing an option on its own shares. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (f)(2)(iv)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2
| Name: |
us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsRiskFreeInterestRate |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
dtr-types:percentItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionAmount by which current fair value of underlying stock exceeds exercise price of fully vested and expected to vest options outstanding. Includes, but is not limited to, unvested options for which requisite service period has not been rendered but that are expected to vest based on achievement of performance condition, if forfeitures are recognized when they occur. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (e)(1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2
| Name: |
us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsVestedAndExpectedToVestOutstandingAggregateIntrinsicValue |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
debit |
| Period Type: |
instant |
|
| X |
- DefinitionNumber of shares of stock issued as of the balance sheet date, including shares that had been issued and were previously outstanding but which are now held in the treasury. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-SubTopic 10
-Topic 505
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-2
| Name: |
us-gaap_SharesIssued |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:sharesItemType |
| Balance Type: |
na |
| Period Type: |
instant |
|
| X |
- DefinitionPer share increase in exercise price of warrant. Excludes change due to standard antidilution provision. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-3
| Name: |
us-gaap_WarrantExercisePriceIncrease |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
dtr-types:perShareItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionPeriod between issuance and expiration of outstanding warrant and right embodying unconditional obligation requiring redemption by transferring asset at specified or determinable date or upon event certain to occur, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents reported fact of one year, five months, and thirteen days. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (bbb)(2)(i)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2
Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (bbb)(2)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2
Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (bbb)(1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2
| Name: |
us-gaap_WarrantsAndRightsOutstandingTerm |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:durationItemType |
| Balance Type: |
na |
| Period Type: |
instant |
|
| X |
- Details
| Name: |
us-gaap_ClassOfWarrantOrRightAxis=us-gaap_CommonStockMember |
| Namespace Prefix: |
|
| Data Type: |
na |
| Balance Type: |
|
| Period Type: |
|
|
| X |
- Details
| Name: |
us-gaap_ClassOfWarrantOrRightAxis=us-gaap_WarrantMember |
| Namespace Prefix: |
|
| Data Type: |
na |
| Balance Type: |
|
| Period Type: |
|
|
| X |
- Details
| Name: |
us-gaap_ClassOfWarrantOrRightAxis=ngtf_ReturnableWarrantsMember |
| Namespace Prefix: |
|
| Data Type: |
na |
| Balance Type: |
|
| Period Type: |
|
|
| X |
- Details
| Name: |
srt_RangeAxis=srt_MinimumMember |
| Namespace Prefix: |
|
| Data Type: |
na |
| Balance Type: |
|
| Period Type: |
|
|
| X |
- Details
| Name: |
srt_RangeAxis=srt_MaximumMember |
| Namespace Prefix: |
|
| Data Type: |
na |
| Balance Type: |
|
| Period Type: |
|
|
| X |
- Details
| Name: |
us-gaap_FinancialInstrumentAxis=ngtf_WarrantExchangeAgreementMember |
| Namespace Prefix: |
|
| Data Type: |
na |
| Balance Type: |
|
| Period Type: |
|
|
| X |
- Details
| Name: |
us-gaap_FinancialInstrumentAxis=ngtf_WarrantAgreementExchangeMember |
| Namespace Prefix: |
|
| Data Type: |
na |
| Balance Type: |
|
| Period Type: |
|
|
| X |
- Details
| Name: |
us-gaap_StatementClassOfStockAxis=us-gaap_CommonStockMember |
| Namespace Prefix: |
|
| Data Type: |
na |
| Balance Type: |
|
| Period Type: |
|
|
| X |
- Details
| Name: |
us-gaap_StatementClassOfStockAxis=us-gaap_SeriesBPreferredStockMember |
| Namespace Prefix: |
|
| Data Type: |
na |
| Balance Type: |
|
| Period Type: |
|
|
| X |
- Details
| Name: |
us-gaap_SubsidiarySaleOfStockAxis=ngtf_LetterOfEngagementAgreementMember |
| Namespace Prefix: |
|
| Data Type: |
na |
| Balance Type: |
|
| Period Type: |
|
|
v3.24.4
Warrants (Details) - Detail 3 - Returnable Warrants [Member] - USD ($)
|
|
1 Months Ended |
12 Months Ended |
Dec. 29, 2022 |
Feb. 28, 2023 |
Jun. 30, 2024 |
Jun. 30, 2023 |
| Warrants [Line Items] |
|
|
|
|
| Returnable warrants issued |
|
|
18,956,523
|
|
| Promissory note dated |
|
|
Sep. 23, 2022
|
|
| Initial exercise price (in Dollars per share) |
|
|
$ 0.3
|
|
| Volatility rate |
124.14%
|
|
|
|
| Risk-free rate |
3.94%
|
|
|
|
| Additional financing costs (in Dollars) |
$ 1,085,780
|
|
|
|
| Cumulative amount (in Dollars) |
|
|
|
$ 809,800
|
| Minimum [Member] |
|
|
|
|
| Warrants [Line Items] |
|
|
|
|
| Risk-free rate |
|
|
|
3.67%
|
| Maximum [Member] |
|
|
|
|
| Warrants [Line Items] |
|
|
|
|
| Risk-free rate |
|
|
|
3.91%
|
| Placement Agent [Member] |
|
|
|
|
| Warrants [Line Items] |
|
|
|
|
| Returnable warrants issued |
5,434,785
|
|
|
|
| Accumulative returnable warrants |
|
|
|
546,000
|
| MFN Agreement [Member] |
|
|
|
|
| Warrants [Line Items] |
|
|
|
|
| Returnable warrants issued |
1,086,957
|
|
|
|
| Convertible Notes Payable [Member] |
|
|
|
|
| Warrants [Line Items] |
|
|
|
|
| Returnable warrants issued |
|
|
|
12,460,000
|
| Black Scholes [Member] | Minimum [Member] |
|
|
|
|
| Warrants [Line Items] |
|
|
|
|
| Volatility rate |
|
|
|
111.36%
|
| Black Scholes [Member] | Maximum [Member] |
|
|
|
|
| Warrants [Line Items] |
|
|
|
|
| Volatility rate |
|
|
|
112.33%
|
| Ownership [Member] |
|
|
|
|
| Warrants [Line Items] |
|
|
|
|
| Ownership percentage |
|
|
4.99%
|
|
| Common Stock [Member] |
|
|
|
|
| Warrants [Line Items] |
|
|
|
|
| Returnable warrants issued |
|
10,869,566
|
|
|
| Common stock in exchange |
|
3,800,000
|
|
|
| X |
- DefinitionAmount of additional financing costs in cumulative amount.
| Name: |
ngtf_AdditionalFinancingCostsInCumulativeAmount |
| Namespace Prefix: |
ngtf_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
debit |
| Period Type: |
duration |
|
| X |
- DefinitionFinancing agreement date.
| Name: |
ngtf_FinancingAgreementDate |
| Namespace Prefix: |
ngtf_ |
| Data Type: |
xbrli:dateItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionShares of returnable warrants issued.
| Name: |
ngtf_ReturnableWarrantsIssued |
| Namespace Prefix: |
ngtf_ |
| Data Type: |
xbrli:sharesItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionAmount of capitalized acquisition cost excluded from amortization for investment in unproved property and development project in oil- and gas-producing activities accounted for under full cost method. Excludes exploration and development costs and capitalized interest. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 932
-SubTopic 360
-Name Accounting Standards Codification
-Section S50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477385/932-360-S50-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 932
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-10(c)(7)(ii)(A))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479664/932-10-S99-1
| Name: |
us-gaap_AcquisitionCostsCumulative |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
debit |
| Period Type: |
instant |
|
| X |
- DefinitionLine items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.
| Name: |
us-gaap_ClassOfWarrantOrRightLineItems |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:stringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionThe per share price that the individual must pay to acquire shares under the deferred compensation arrangement. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2
| Name: |
us-gaap_DeferredCompensationArrangementWithIndividualExercisePrice |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
dtr-types:perShareItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionPercentage rate that is indicative of an expected degree of movement against a base line index, and which is included in determining the amount of the specified guaranteed benefit obligation as of the balance sheet date. Reference 1: http://fasb.org/us-gaap/role/ref/otherTransitionRef
-Topic 944
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480081/944-40-50-6
Reference 2: http://fasb.org/us-gaap/role/ref/otherTransitionRef
-Topic 944
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 15
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479808/944-20-55-15
| Name: |
us-gaap_LongDurationContractsAssumptionsByProductAndGuaranteeVolatilityRate |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
dtr-types:percentItemType |
| Balance Type: |
na |
| Period Type: |
instant |
|
| X |
- DefinitionPercentage of subsidiary's or equity investee's stock owned by parent company after stock transaction.
| Name: |
us-gaap_SaleOfStockPercentageOfOwnershipAfterTransaction |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
dtr-types:percentItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionThe risk-free interest rate assumption that is used in valuing an option on its own shares. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (f)(2)(iv)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2
| Name: |
us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsRiskFreeInterestRate |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
dtr-types:percentItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionChange in number of shares issued and outstanding as a result of capital structure change to a stock dividend, stock split or reserve split occurring after the balance sheet date but prior to the later of the issuance of financial statements or the effective date of registration statement. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 4
-Subparagraph (SAB Topic 4.C)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480008/505-10-S99-4
| Name: |
us-gaap_StockholdersEquityNoteChangesInCapitalStructureSubsequentChangesToNumberOfCommonShares |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:sharesItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- Details
| Name: |
us-gaap_ClassOfWarrantOrRightAxis=ngtf_ReturnableWarrantsMember |
| Namespace Prefix: |
|
| Data Type: |
na |
| Balance Type: |
|
| Period Type: |
|
|
| X |
- Details
| Name: |
srt_RangeAxis=srt_MinimumMember |
| Namespace Prefix: |
|
| Data Type: |
na |
| Balance Type: |
|
| Period Type: |
|
|
| X |
- Details
| Name: |
srt_RangeAxis=srt_MaximumMember |
| Namespace Prefix: |
|
| Data Type: |
na |
| Balance Type: |
|
| Period Type: |
|
|
| X |
- Details
| Name: |
us-gaap_ShortTermDebtTypeAxis=us-gaap_ConvertibleNotesPayableMember |
| Namespace Prefix: |
|
| Data Type: |
na |
| Balance Type: |
|
| Period Type: |
|
|
| X |
- Details
| Name: |
us-gaap_ShortTermDebtTypeAxis=ngtf_BlackScholesMember |
| Namespace Prefix: |
|
| Data Type: |
na |
| Balance Type: |
|
| Period Type: |
|
|
| X |
- Details
| Name: |
srt_ScheduleOfEquityMethodInvestmentEquityMethodInvesteeNameAxis=ngtf_OwnershipMember |
| Namespace Prefix: |
|
| Data Type: |
na |
| Balance Type: |
|
| Period Type: |
|
|
| X |
- Details
| Name: |
us-gaap_StatementClassOfStockAxis=us-gaap_CommonStockMember |
| Namespace Prefix: |
|
| Data Type: |
na |
| Balance Type: |
|
| Period Type: |
|
|
v3.24.4
Warrants (Details) - Schedule of Aggregate Intrinsic Value of the Warrants - Warrant [Member] - $ / shares
|
12 Months Ended |
Jun. 30, 2024 |
Jun. 30, 2023 |
| Class of Warrant or Right [Line Items] |
|
|
| Outstanding at Beginning Balance |
|
113,836,388
|
| Issued |
13,880,038
|
|
| Repricing |
66,301,030
|
|
| Exercised |
(1,818,182)
|
|
| Others |
|
|
| Cancelled |
|
|
| Expired |
(400,000)
|
|
| Redeemed |
|
|
| Outstanding at Ending Balance |
191,799,274
|
|
| 0.03333 [Member] |
|
|
| Class of Warrant or Right [Line Items] |
|
|
| Exercise Price (in Dollars per share) |
$ 0.03333
|
|
| Outstanding at Beginning Balance |
|
70,935,941
|
| Issued |
6,208,788
|
|
| Repricing |
67,445,493
|
|
| Exercised |
(1,818,182)
|
|
| Others |
|
|
| Cancelled |
|
|
| Expired |
|
|
| Redeemed |
|
|
| Outstanding at Ending Balance |
142,772,040
|
|
| 0.0747 [Member] |
|
|
| Class of Warrant or Right [Line Items] |
|
|
| Exercise Price (in Dollars per share) |
$ 0.0747
|
|
| Outstanding at Beginning Balance |
|
16,181,392
|
| Issued |
|
|
| Repricing |
|
|
| Exercised |
|
|
| Others |
|
|
| Cancelled |
|
|
| Expired |
|
|
| Redeemed |
|
|
| Outstanding at Ending Balance |
16,181,392
|
|
| 0.1000 [Member] |
|
|
| Class of Warrant or Right [Line Items] |
|
|
| Exercise Price (in Dollars per share) |
$ 0.1
|
|
| Outstanding at Beginning Balance |
|
600,000
|
| Issued |
650,000
|
|
| Repricing |
(1,250,000)
|
|
| Exercised |
|
|
| Others |
|
|
| Cancelled |
|
|
| Expired |
|
|
| Redeemed |
|
|
| Outstanding at Ending Balance |
|
|
| 0.1200 [Member] |
|
|
| Class of Warrant or Right [Line Items] |
|
|
| Exercise Price (in Dollars per share) |
$ 0.12
|
|
| Outstanding at Beginning Balance |
|
|
| Issued |
21,250
|
|
| Repricing |
(21,250)
|
|
| Exercised |
|
|
| Others |
|
|
| Cancelled |
|
|
| Expired |
|
|
| Redeemed |
|
|
| Outstanding at Ending Balance |
|
|
| 0.1250 [Member] |
|
|
| Class of Warrant or Right [Line Items] |
|
|
| Exercise Price (in Dollars per share) |
$ 0.125
|
|
| Outstanding at Beginning Balance |
|
100,000
|
| Issued |
|
|
| Repricing |
|
|
| Exercised |
|
|
| Others |
|
|
| Cancelled |
|
|
| Expired |
|
|
| Redeemed |
|
|
| Outstanding at Ending Balance |
100,000
|
|
| 0.1380 [Member] |
|
|
| Class of Warrant or Right [Line Items] |
|
|
| Exercise Price (in Dollars per share) |
$ 0.138
|
|
| Outstanding at Beginning Balance |
|
23,147,255
|
| Issued |
|
|
| Repricing |
(23,147,255)
|
|
| Exercised |
|
|
| Others |
|
|
| Cancelled |
|
|
| Expired |
|
|
| Redeemed |
|
|
| Outstanding at Ending Balance |
|
|
| 0.1108 [Member] |
|
|
| Class of Warrant or Right [Line Items] |
|
|
| Exercise Price (in Dollars per share) |
$ 0.1042
|
|
| Outstanding at Beginning Balance |
|
|
| Issued |
|
|
| Repricing |
30,274,042
|
|
| Exercised |
|
|
| Others |
|
|
| Cancelled |
|
|
| Expired |
|
|
| Redeemed |
|
|
| Outstanding at Ending Balance |
30,274,042
|
|
| 0.1563 [Member] |
|
|
| Class of Warrant or Right [Line Items] |
|
|
| Exercise Price (in Dollars per share) |
$ 0.1563
|
|
| Outstanding at Beginning Balance |
|
1,871,800
|
| Issued |
|
|
| Repricing |
|
|
| Exercised |
|
|
| Others |
|
|
| Cancelled |
|
|
| Expired |
|
|
| Redeemed |
|
|
| Outstanding at Ending Balance |
1,871,800
|
|
| 0.2626 [Member] |
|
|
| Class of Warrant or Right [Line Items] |
|
|
| Exercise Price (in Dollars per share) |
$ 0.2626
|
|
| Outstanding at Beginning Balance |
|
100,000
|
| Issued |
|
|
| Repricing |
|
|
| Exercised |
|
|
| Others |
|
|
| Cancelled |
|
|
| Expired |
|
|
| Redeemed |
|
|
| Outstanding at Ending Balance |
100,000
|
|
| 0.3000 [Member] |
|
|
| Class of Warrant or Right [Line Items] |
|
|
| Exercise Price (in Dollars per share) |
$ 0.3
|
|
| Outstanding at Beginning Balance |
|
400,000
|
| Issued |
7,000,000
|
|
| Repricing |
(7,000,000)
|
|
| Exercised |
|
|
| Others |
|
|
| Cancelled |
|
|
| Expired |
(400,000)
|
|
| Redeemed |
|
|
| Outstanding at Ending Balance |
|
|
| 0.5000 [Member] |
|
|
| Class of Warrant or Right [Line Items] |
|
|
| Exercise Price (in Dollars per share) |
$ 0.5
|
|
| Outstanding at Beginning Balance |
|
500,000
|
| Issued |
|
|
| Repricing |
|
|
| Exercised |
|
|
| Others |
|
|
| Cancelled |
|
|
| Expired |
|
|
| Redeemed |
|
|
| Outstanding at Ending Balance |
500,000
|
|
| X |
- References
+ Details
| Name: |
ngtf_Cancelled |
| Namespace Prefix: |
ngtf_ |
| Data Type: |
xbrli:sharesItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- References
+ Details
| Name: |
ngtf_Expired |
| Namespace Prefix: |
ngtf_ |
| Data Type: |
xbrli:sharesItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- References
+ Details
| Name: |
ngtf_OthersWarrants |
| Namespace Prefix: |
ngtf_ |
| Data Type: |
xbrli:sharesItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- References
+ Details
| Name: |
ngtf_Redeemed |
| Namespace Prefix: |
ngtf_ |
| Data Type: |
xbrli:sharesItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionNumber of shares warrant pricing.
| Name: |
ngtf_WarrantRepricing |
| Namespace Prefix: |
ngtf_ |
| Data Type: |
xbrli:sharesItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- References
+ Details
| Name: |
ngtf_WarrantsSharesIssued |
| Namespace Prefix: |
ngtf_ |
| Data Type: |
xbrli:sharesItemType |
| Balance Type: |
na |
| Period Type: |
instant |
|
| X |
- DefinitionLine items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.
| Name: |
us-gaap_ClassOfWarrantOrRightLineItems |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:stringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionNumber of equity instruments other than options outstanding, including both vested and non-vested instruments. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(ii)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(i)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2
| Name: |
us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardNonOptionEquityInstrumentsOutstandingNumber |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:sharesItemType |
| Balance Type: |
na |
| Period Type: |
instant |
|
| X |
- DefinitionThe floor of a customized range of exercise prices for purposes of disclosing shares potentially issuable under outstanding stock option awards on all stock option plans and other required information pertaining to awards in the customized range. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 718
-SubTopic 10
-Section 50
-Paragraph 2
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2
| Name: |
us-gaap_ShareBasedCompensationSharesAuthorizedUnderStockOptionPlansExercisePriceRangeLowerRangeLimit |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
dtr-types:perShareItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionNumber of share options (or share units) exercised during the current period. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-SubTopic 10
-Topic 505
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-2
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(28))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(29))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(iv)(02)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2
Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480008/505-10-S99-1
| Name: |
us-gaap_StockIssuedDuringPeriodSharesStockOptionsExercised |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:sharesItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- Details
| Name: |
us-gaap_FinancialInstrumentAxis=us-gaap_WarrantMember |
| Namespace Prefix: |
|
| Data Type: |
na |
| Balance Type: |
|
| Period Type: |
|
|
| X |
- Details
| Name: |
us-gaap_AwardTypeAxis=ngtf_ZeroZeroThreeThreeThreeThreeMember |
| Namespace Prefix: |
|
| Data Type: |
na |
| Balance Type: |
|
| Period Type: |
|
|
| X |
- Details
| Name: |
us-gaap_AwardTypeAxis=ngtf_ZeroZeroSevenFourSevenMember |
| Namespace Prefix: |
|
| Data Type: |
na |
| Balance Type: |
|
| Period Type: |
|
|
| X |
- Details
| Name: |
us-gaap_AwardTypeAxis=ngtf_ZeroOneZeroZeroZeroMember |
| Namespace Prefix: |
|
| Data Type: |
na |
| Balance Type: |
|
| Period Type: |
|
|
| X |
- Details
| Name: |
us-gaap_AwardTypeAxis=ngtf_ZeroOneTwoZeroZeroMember |
| Namespace Prefix: |
|
| Data Type: |
na |
| Balance Type: |
|
| Period Type: |
|
|
| X |
- Details
| Name: |
us-gaap_AwardTypeAxis=ngtf_ZeroOneTwoFiveZeroMember |
| Namespace Prefix: |
|
| Data Type: |
na |
| Balance Type: |
|
| Period Type: |
|
|
| X |
- Details
| Name: |
us-gaap_AwardTypeAxis=ngtf_ZeroOneThreeEightZeroMember |
| Namespace Prefix: |
|
| Data Type: |
na |
| Balance Type: |
|
| Period Type: |
|
|
| X |
- Details
| Name: |
us-gaap_AwardTypeAxis=ngtf_ZeroOneOneZeroEightMember |
| Namespace Prefix: |
|
| Data Type: |
na |
| Balance Type: |
|
| Period Type: |
|
|
| X |
- Details
| Name: |
us-gaap_AwardTypeAxis=ngtf_ZeroOneFiveSixThreeMember |
| Namespace Prefix: |
|
| Data Type: |
na |
| Balance Type: |
|
| Period Type: |
|
|
| X |
- Details
| Name: |
us-gaap_AwardTypeAxis=ngtf_ZeroTwoSixTwoSixMember |
| Namespace Prefix: |
|
| Data Type: |
na |
| Balance Type: |
|
| Period Type: |
|
|
| X |
- Details
| Name: |
us-gaap_AwardTypeAxis=ngtf_ZeroThreeZeroZeroZeroMember |
| Namespace Prefix: |
|
| Data Type: |
na |
| Balance Type: |
|
| Period Type: |
|
|
| X |
- Details
| Name: |
us-gaap_AwardTypeAxis=ngtf_ZeroFiveZeroZeroZeroMember |
| Namespace Prefix: |
|
| Data Type: |
na |
| Balance Type: |
|
| Period Type: |
|
|
v3.24.4
Commitments and Contingencies (Details)
|
|
12 Months Ended |
|
|
|
|
|
|
Jul. 07, 2023
USD ($)
$ / shares
shares
|
Jun. 30, 2024
USD ($)
$ / shares
shares
|
Jun. 30, 2023
$ / shares
shares
|
Jun. 30, 2022
$ / shares
shares
|
Jun. 29, 2023
$ / shares
|
Apr. 17, 2023
$ / shares
|
Mar. 24, 2023
$ / shares
|
Feb. 28, 2023
$ / shares
|
Feb. 05, 2023
$ / shares
|
| Commitments and Contingencies [Line Items] |
|
|
|
|
|
|
|
|
|
| Non-refundable warrants issued |
4,800,000
|
|
|
|
|
|
|
|
|
| Warrants to purchase |
4,800,000
|
57,000
|
|
|
|
|
|
|
|
| Exercise price per warrant (in Dollars per share) | $ / shares |
$ 0.0333
|
$ 0.03333
|
|
$ 0.25
|
$ 0.1
|
$ 0.1
|
$ 0.1
|
$ 0.1
|
$ 0.1
|
| Percentage of financing in cash |
10.00%
|
|
|
|
|
|
|
|
|
| Accrued cash fees (in Dollars) | $ |
$ 173,195
|
|
|
|
|
|
|
|
|
| Stock-based consideration (in Dollars) | $ |
$ 126,065
|
|
|
|
|
|
|
|
|
| Stock purchase warrants |
5,248,344
|
|
5,750,000
|
|
|
|
|
|
|
| Shares of preferred stock |
|
|
467,950
|
335
|
|
|
|
|
|
| Accruals amount (in Dollars) | $ |
$ 299,260
|
|
|
|
|
|
|
|
|
| Preferred stock issued (in Dollars) | $ |
|
|
|
|
|
|
|
|
|
| Cash performance rate |
|
2.00%
|
|
|
|
|
|
|
|
| Revenues gross percentage |
|
10.00%
|
|
|
|
|
|
|
|
| Trading day |
|
10
|
|
|
|
|
|
|
|
| compensation amount (in Dollars) | $ |
|
$ 42,500
|
|
|
|
|
|
|
|
| Unissued share |
|
2,111,280
|
|
|
|
|
|
|
|
| Warrant [Member] |
|
|
|
|
|
|
|
|
|
| Commitments and Contingencies [Line Items] |
|
|
|
|
|
|
|
|
|
| Warrants issued |
|
500,000
|
|
|
|
|
|
|
|
| Exercise price (in Dollars per share) | $ / shares |
|
$ 0.15
|
|
|
|
|
|
|
|
| Exercise price per warrant (in Dollars per share) | $ / shares |
|
$ 0.11082
|
$ 0.13796
|
$ 0.2919
|
|
|
|
|
|
| Revenues (in Dollars) | $ |
|
$ 250,000
|
|
|
|
|
|
|
|
| Unissued share |
|
100,000
|
|
|
|
|
|
|
|
| Series D Preferred Stock [Member] |
|
|
|
|
|
|
|
|
|
| Commitments and Contingencies [Line Items] |
|
|
|
|
|
|
|
|
|
| Shares of preferred stock |
167
|
|
|
|
|
|
|
|
|
| Series C Preferred Stock [Member] |
|
|
|
|
|
|
|
|
|
| Commitments and Contingencies [Line Items] |
|
|
|
|
|
|
|
|
|
| Shares of preferred stock |
667
|
|
|
|
|
|
|
|
|
| X |
- DefinitionAverage closing priced trading day.
| Name: |
ngtf_AverageClosingPricedTradingDays |
| Namespace Prefix: |
ngtf_ |
| Data Type: |
xbrli:integerItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionNumber of issued stock purchase warrants.
| Name: |
ngtf_IssuedStockPurchaseWarrants |
| Namespace Prefix: |
ngtf_ |
| Data Type: |
xbrli:sharesItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionNumber of non-refundable warrants issued.
| Name: |
ngtf_NonRefundableWarrantsIssued |
| Namespace Prefix: |
ngtf_ |
| Data Type: |
xbrli:sharesItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionWarrants to purchase shares.
| Name: |
ngtf_WarrantsToPurchaseShares |
| Namespace Prefix: |
ngtf_ |
| Data Type: |
xbrli:sharesItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionCarrying value as of the balance sheet date of obligations incurred through that date and payable for professional fees, such as for legal and accounting services received. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer). Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(20))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
| Name: |
us-gaap_AccruedProfessionalFeesCurrent |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
credit |
| Period Type: |
instant |
|
| X |
- DefinitionExercise price per share or per unit of warrants or rights outstanding. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-3
| Name: |
us-gaap_ClassOfWarrantOrRightExercisePriceOfWarrantsOrRights1 |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
dtr-types:perShareItemType |
| Balance Type: |
na |
| Period Type: |
instant |
|
| X |
- DefinitionNumber of securities into which each warrant or right may be converted. For example, but not limited to, each warrant may be converted into two shares.
| Name: |
us-gaap_ClassOfWarrantOrRightNumberOfSecuritiesCalledByEachWarrantOrRight |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:sharesItemType |
| Balance Type: |
na |
| Period Type: |
instant |
|
| X |
- DefinitionThe number of warrants or rights which entitle the entity to receive future services in exchange for the unvested, forfeitable warrants or rights.
| Name: |
us-gaap_ClassOfWarrantOrRightUnissued |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:sharesItemType |
| Balance Type: |
na |
| Period Type: |
instant |
|
| X |
- DefinitionAmount of paid and unpaid preferred stock dividends declared with the form of settlement in stock. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480008/505-10-S99-1
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Section 45
-Paragraph 2
-SubTopic 405
-Topic 942
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477787/942-405-45-2
| Name: |
us-gaap_DividendsPreferredStockStock |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
debit |
| Period Type: |
duration |
|
| X |
- DefinitionPercentage of financing receivable balance that is past due.
| Name: |
us-gaap_FinancingReceivablePercentPastDue1 |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
dtr-types:percentItemType |
| Balance Type: |
na |
| Period Type: |
instant |
|
| X |
- DefinitionNoninterest expense related to directors' fees which are fees paid by an Entity to its directors. Directors' fees may be paid in addition to salary and other benefits. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 942
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(14))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478524/942-220-S99-1
| Name: |
us-gaap_NoninterestExpenseDirectorsFees |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
debit |
| Period Type: |
duration |
|
| X |
- DefinitionAmount of expenses incurred but not yet paid classified as other, due within one year or the normal operating cycle, if longer. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(20))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
| Name: |
us-gaap_OtherAccruedLiabilitiesCurrent |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
credit |
| Period Type: |
instant |
|
| X |
- DefinitionLine items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.
| Name: |
us-gaap_OtherCommitmentsLineItems |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:stringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionPercentage of remaining performance obligation to total remaining performance obligation not recognized as revenue. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)(1)
-SubTopic 10
-Topic 606
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-13
| Name: |
us-gaap_RevenueRemainingPerformanceObligationPercentage |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
dtr-types:percentItemType |
| Balance Type: |
na |
| Period Type: |
instant |
|
| X |
- DefinitionAmount of revenue recognized from goods sold, services rendered, insurance premiums, or other activities that constitute an earning process. Includes, but is not limited to, investment and interest income after deduction of interest expense when recognized as a component of revenue, and sales and trading gain (loss). Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 41
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-41
Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 270
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482964/270-10-50-1
Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (ee)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-32
Reference 4: http://fasb.org/us-gaap/role/ref/otherTransitionRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-32
Reference 5: http://fasb.org/us-gaap/role/ref/otherTransitionRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-32
Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 30
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-30
Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 42
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-42
Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-22
Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 40
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-40
Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-22
| Name: |
us-gaap_RevenuesNetOfInterestExpense |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
credit |
| Period Type: |
duration |
|
| X |
- DefinitionCash received on stock transaction after deduction of issuance costs.
| Name: |
us-gaap_SaleOfStockConsiderationReceivedOnTransaction |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
debit |
| Period Type: |
duration |
|
| X |
- DefinitionThe number of shares issued or sold by the subsidiary or equity method investee per stock transaction.
| Name: |
us-gaap_SaleOfStockNumberOfSharesIssuedInTransaction |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:sharesItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionPer share increase in exercise price of option. Excludes change due to standard antidilution provision and option granted under share-based payment arrangement. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-3
| Name: |
us-gaap_StockOptionExercisePriceIncrease |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
dtr-types:perShareItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- Details
| Name: |
us-gaap_ClassOfWarrantOrRightAxis=us-gaap_WarrantMember |
| Namespace Prefix: |
|
| Data Type: |
na |
| Balance Type: |
|
| Period Type: |
|
|
| X |
- Details
| Name: |
us-gaap_StatementClassOfStockAxis=us-gaap_SeriesDPreferredStockMember |
| Namespace Prefix: |
|
| Data Type: |
na |
| Balance Type: |
|
| Period Type: |
|
|
| X |
- Details
| Name: |
us-gaap_StatementClassOfStockAxis=us-gaap_SeriesCPreferredStockMember |
| Namespace Prefix: |
|
| Data Type: |
na |
| Balance Type: |
|
| Period Type: |
|
|
v3.24.4
Related Party Transactions (Details) - USD ($)
|
12 Months Ended |
|
Jun. 30, 2024 |
Jun. 30, 2023 |
Jun. 30, 2022 |
| Related Party Transactions [Line Items] |
|
|
|
| Related parties are due |
$ 295,510
|
$ 101,876
|
|
| Shares of warrants (in Shares) |
650,000
|
|
4,000,000
|
| Common stock market value |
$ 500,000
|
|
|
| Receive a annual amount |
4,431,387
|
|
|
| Payments amount |
$ 6,000
|
|
|
| Percentage of cash bonus |
10.00%
|
|
|
| Percentage of gross revenue |
10.00%
|
|
|
| Mr Folkson [Member] |
|
|
|
| Related Party Transactions [Line Items] |
|
|
|
| Receive a annual amount |
$ 120,000
|
|
|
| Cash paid |
6,000
|
|
|
| Capital raise |
1,000,000
|
|
|
| Financial Conditions |
10,000
|
|
|
| Aggregate professional fees |
$ 57,000
|
|
|
| Percentage of cash bonus |
2.00%
|
|
|
| Nightfood, Inc [Member] |
|
|
|
| Related Party Transactions [Line Items] |
|
|
|
| Aggregate professional fees |
$ 57,000
|
|
|
| Percentage of cash bonus |
2.00%
|
|
|
| Revenues |
$ 250,000
|
|
|
| Mr. Wang [Member] |
|
|
|
| Related Party Transactions [Line Items] |
|
|
|
| Receive a annual amount |
120,000
|
|
|
| Cash paid |
6,000
|
|
|
| Consulting fee per month |
$ 1,000,000
|
|
|
| Common Stock [Member] | Mr Folkson [Member] |
|
|
|
| Related Party Transactions [Line Items] |
|
|
|
| Shares of warrants (in Shares) |
125,000
|
|
|
| X |
- DefinitionThe amount of Capital raise.
| Name: |
ngtf_CapitalRaise |
| Namespace Prefix: |
ngtf_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
debit |
| Period Type: |
duration |
|
| X |
- DefinitionThe amount of consulting fee.
| Name: |
ngtf_ConsultingFees |
| Namespace Prefix: |
ngtf_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
debit |
| Period Type: |
instant |
|
| X |
- DefinitionPercentage of cash bonus.
| Name: |
ngtf_PercentageOfCashBonus |
| Namespace Prefix: |
ngtf_ |
| Data Type: |
dtr:percentItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionCarrying value as of the balance sheet date of obligations incurred through that date and payable for professional fees, such as for legal and accounting services received. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 942
-SubTopic 210
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-03(15)(5))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478546/942-210-S99-1
| Name: |
us-gaap_AccruedProfessionalFeesCurrentAndNoncurrent |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
credit |
| Period Type: |
instant |
|
| X |
- DefinitionAmount of currency on hand as well as demand deposits with banks or financial institutions. Includes other kinds of accounts that have the general characteristics of demand deposits. Excludes cash and cash equivalents within disposal group and discontinued operation. Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 852
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481372/852-10-55-10
Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 946
-SubTopic 830
-Name Accounting Standards Codification
-Section 55
-Paragraph 12
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479168/946-830-55-12
Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 210
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-03(a)(2))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478777/944-210-S99-1
Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 210
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-04(4))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479170/946-210-S99-1
Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 210
-Name Accounting Standards Codification
-Section 45
-Paragraph 21
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477796/946-210-45-21
Reference 6: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(1))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
-Section 45
-Paragraph 20
-SubTopic 210
-Topic 946
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477796/946-210-45-20
| Name: |
us-gaap_Cash |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
debit |
| Period Type: |
instant |
|
| X |
- DefinitionNumber of securities into which the class of warrant or right may be converted. For example, but not limited to, 500,000 warrants may be converted into 1,000,000 shares. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-3
| Name: |
us-gaap_ClassOfWarrantOrRightNumberOfSecuritiesCalledByWarrantsOrRights |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:sharesItemType |
| Balance Type: |
na |
| Period Type: |
instant |
|
| X |
- DefinitionValue of share of other common stock instruments held by shareholder. Includes, but is not limited to, exchangeable share.
| Name: |
us-gaap_CommonStockOtherValueOutstanding |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
credit |
| Period Type: |
instant |
|
| X |
- DefinitionPercentage of remaining performance obligation to total remaining performance obligation not recognized as revenue. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)(1)
-SubTopic 10
-Topic 606
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-13
| Name: |
us-gaap_RevenueRemainingPerformanceObligationPercentage |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
dtr-types:percentItemType |
| Balance Type: |
na |
| Period Type: |
instant |
|
| X |
- DefinitionAmount of revenue recognized from goods sold, services rendered, insurance premiums, or other activities that constitute an earning process. Includes, but is not limited to, investment and interest income after deduction of interest expense when recognized as a component of revenue, and sales and trading gain (loss). Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 41
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-41
Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 270
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482964/270-10-50-1
Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (ee)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-32
Reference 4: http://fasb.org/us-gaap/role/ref/otherTransitionRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-32
Reference 5: http://fasb.org/us-gaap/role/ref/otherTransitionRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-32
Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 30
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-30
Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 42
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-42
Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-22
Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 40
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-40
Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-22
| Name: |
us-gaap_RevenuesNetOfInterestExpense |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
credit |
| Period Type: |
duration |
|
| X |
- Details
| Name: |
us-gaap_StatementClassOfStockAxis=us-gaap_CommonStockMember |
| Namespace Prefix: |
|
| Data Type: |
na |
| Balance Type: |
|
| Period Type: |
|
|
v3.24.4
Related Party Transactions (Details) - Schedule of Related Party Transactions - USD ($)
|
Jun. 30, 2024 |
Jun. 30, 2023 |
| Sean Folkson consulting fees payable [Member] |
|
|
| Related Party Transaction [Line Items] |
|
|
| Total related party payable |
$ 109,000
|
$ 33,000
|
| Directors fees payable [Member] |
|
|
| Related Party Transaction [Line Items] |
|
|
| Total related party payable |
57,000
|
27,000
|
| Accrued compensation payable with shares and warrants (unissued) [Member] |
|
|
| Related Party Transaction [Line Items] |
|
|
| Total related party payable |
42,500
|
|
| Lei Sonny Wang consulting fees payable [Member] |
|
|
| Related Party Transaction [Line Items] |
|
|
| Total related party payable |
35,200
|
|
| Sean Folkson loan and interest payable [Member] |
|
|
| Related Party Transaction [Line Items] |
|
|
| Total related party payable |
46,676
|
41,876
|
| Lei Sonny Wang, reimbursable expenses [Member] |
|
|
| Related Party Transaction [Line Items] |
|
|
| Total related party payable |
5,134
|
|
| Related Party [Member] |
|
|
| Related Party Transaction [Line Items] |
|
|
| Total related party payable |
$ 295,510
|
$ 101,876
|
v3.24.4
| X |
- DefinitionThis is the principal amount outstanding for securitized loans only (across all types of loans). Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Section 50
-Subparagraph (a)
-Paragraph 4
-SubTopic 20
-Topic 860
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481326/860-20-50-4
| Name: |
us-gaap_PrincipalAmountOutstandingOnLoansSecuritized |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
credit |
| Period Type: |
instant |
|
v3.24.4
v3.24.4
| X |
- DefinitionRepresent of ownership term.
| Name: |
ngtf_OwnershipTerm |
| Namespace Prefix: |
ngtf_ |
| Data Type: |
xbrli:durationItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionThe percentage of ownership of common stock or equity participation in the investee accounted for under the equity method of accounting. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 323
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (a)(1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481687/323-10-50-3
| Name: |
us-gaap_EquityMethodInvestmentOwnershipPercentage |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
dtr-types:percentItemType |
| Balance Type: |
na |
| Period Type: |
instant |
|
| X |
- DefinitionAmount of operating loss carryforward, before tax effects, available to reduce future taxable income under enacted tax laws. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-3
| Name: |
us-gaap_OperatingLossCarryforwards |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
debit |
| Period Type: |
instant |
|
| X |
- DefinitionThe net amount of other operating income and expenses, the components of which are not separately disclosed on the income statement, from items that are associated with the entity's normal revenue producing operations.
| Name: |
us-gaap_OtherOperatingIncomeExpenseNet |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
credit |
| Period Type: |
duration |
|
| X |
- DefinitionAmount of valuation allowance pertaining to the deferred tax asset representing potential future taxable deductions from tax credit carryforwards for which it is more likely than not that a tax benefit will not be realized. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-2
| Name: |
us-gaap_TaxCreditCarryforwardValuationAllowance |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
credit |
| Period Type: |
instant |
|
| X |
- Details
| Name: |
srt_ScheduleOfEquityMethodInvestmentEquityMethodInvesteeNameAxis=ngtf_InternalRevenueCodeMember |
| Namespace Prefix: |
|
| Data Type: |
na |
| Balance Type: |
|
| Period Type: |
|
|
v3.24.4
v3.24.4
Income Tax (Details) - Schedule of Deferred Tax Assets - USD ($)
|
Jun. 30, 2024 |
Jun. 30, 2023 |
| Deferred tax assets: |
|
|
| Net operating loss carry-forwards |
$ 5,825,004
|
$ 4,960,443
|
| Valuation allowance |
(5,825,004)
|
(4,960,443)
|
| Net deferred tax asset |
|
|
| X |
- DefinitionAmount before allocation of valuation allowances of deferred tax asset attributable to deductible temporary differences and carryforwards. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-2
| Name: |
us-gaap_DeferredTaxAssetsGross |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
debit |
| Period Type: |
instant |
|
| X |
- References
+ Details
| Name: |
us-gaap_DeferredTaxAssetsNetAbstract |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:stringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionAmount before allocation of valuation allowances of deferred tax asset attributable to deductible operating loss carryforwards. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-6
| Name: |
us-gaap_DeferredTaxAssetsOperatingLossCarryforwards |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
debit |
| Period Type: |
instant |
|
| X |
- DefinitionAmount of deferred tax assets for which it is more likely than not that a tax benefit will not be realized. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-2
| Name: |
us-gaap_DeferredTaxAssetsValuationAllowance |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
credit |
| Period Type: |
instant |
|
v3.24.4
Restatement of Fiscal Year 2023 Financial Statements (Details) - Schedule of Consolidated Balance Sheets - USD ($)
|
Jun. 30, 2024 |
Jun. 30, 2023 |
Jun. 30, 2022 |
| Current assets |
|
|
|
|
|
| Cash and cash equivalents |
|
$ 148,294
|
$ 53,349
|
[1] |
$ 280,877
|
| Accounts receivable |
|
22,337
|
29,335
|
[1] |
|
| Inventory |
|
25,808
|
|
[2] |
|
| Other current assets |
|
107,161
|
92,726
|
|
|
| Total current assets |
|
303,600
|
175,410
|
|
|
| Total assets |
|
1,642,621
|
175,410
|
|
|
| Current liabilities |
|
|
|
|
|
| Accounts payable and accrued liabilities |
|
1,059,251
|
594,430
|
[1] |
|
| Convertible notes payable - net of discounts |
|
3,442,987
|
1,549,366
|
[3] |
|
| Total current liabilities |
|
4,797,748
|
2,245,672
|
|
|
| Total liabilities |
|
|
2,245,672
|
|
|
| Stockholders’ equity (deficit) |
|
|
|
|
|
| Common stock, $0.001 par value, 200,000,000 shares authorized 123,587,968 issued and outstanding as of June 30, 2023 |
|
128,907
|
123,588
|
|
|
| Additional paid in capital |
|
35,064,148
|
33,112,935
|
|
|
| Accumulated deficit |
|
(38,626,400)
|
(35,306,788)
|
[1],[3] |
|
| Total Stockholders’ Equity (Deficit) |
|
(3,433,327)
|
(2,070,262)
|
|
$ 265,576
|
| Total Liabilities and Stockholders’ Equity (Deficit) |
|
1,642,621
|
175,410
|
|
|
| Related Party [Member] |
|
|
|
|
|
| Current liabilities |
|
|
|
|
|
| Accounts payable and accrued liabilities - related party |
|
295,510
|
101,876
|
|
|
| As Reported [Member] |
|
|
|
|
|
| Current assets |
|
|
|
|
|
| Cash and cash equivalents |
[1] |
|
44,187
|
|
|
| Accounts receivable |
[1] |
|
33,396
|
|
|
| Inventory |
[2] |
|
276,202
|
|
|
| Other current assets |
|
|
92,726
|
|
|
| Total current assets |
|
|
446,511
|
|
|
| Total assets |
|
|
446,511
|
|
|
| Current liabilities |
|
|
|
|
|
| Accounts payable and accrued liabilities |
[1] |
|
604,516
|
|
|
| Convertible notes payable - net of discounts |
[3] |
|
1,491,719
|
|
|
| Total current liabilities |
|
|
2,198,111
|
|
|
| Total liabilities |
|
|
2,198,111
|
|
|
| Stockholders’ equity (deficit) |
|
|
|
|
|
| Common stock, $0.001 par value, 200,000,000 shares authorized 123,587,968 issued and outstanding as of June 30, 2023 |
|
|
123,588
|
|
|
| Additional paid in capital |
|
|
33,112,935
|
|
|
| Accumulated deficit |
[1],[3] |
|
(34,988,126)
|
|
|
| Total Stockholders’ Equity (Deficit) |
|
|
(1,751,600)
|
|
|
| Total Liabilities and Stockholders’ Equity (Deficit) |
|
|
446,511
|
|
|
| As Reported [Member] | Related Party [Member] |
|
|
|
|
|
| Current liabilities |
|
|
|
|
|
| Accounts payable and accrued liabilities - related party |
|
|
101,876
|
|
|
| Adjustment [Member] |
|
|
|
|
|
| Current assets |
|
|
|
|
|
| Cash and cash equivalents |
[1] |
|
9,162
|
|
|
| Accounts receivable |
[1] |
|
(4,061)
|
|
|
| Inventory |
[2] |
|
(276,202)
|
|
|
| Other current assets |
|
|
|
|
|
| Total current assets |
|
|
(271,101)
|
|
|
| Total assets |
|
|
(271,101)
|
|
|
| Current liabilities |
|
|
|
|
|
| Accounts payable and accrued liabilities |
[1] |
|
(10,086)
|
|
|
| Convertible notes payable - net of discounts |
[3] |
|
57,647
|
|
|
| Total current liabilities |
|
|
47,561
|
|
|
| Total liabilities |
|
|
47,561
|
|
|
| Stockholders’ equity (deficit) |
|
|
|
|
|
| Common stock, $0.001 par value, 200,000,000 shares authorized 123,587,968 issued and outstanding as of June 30, 2023 |
|
|
|
|
|
| Additional paid in capital |
|
|
|
|
|
| Accumulated deficit |
[1],[3] |
|
(318,662)
|
|
|
| Total Stockholders’ Equity (Deficit) |
|
|
(318,662)
|
|
|
| Total Liabilities and Stockholders’ Equity (Deficit) |
|
|
(271,101)
|
|
|
| Adjustment [Member] | Related Party [Member] |
|
|
|
|
|
| Current liabilities |
|
|
|
|
|
| Accounts payable and accrued liabilities - related party |
|
|
|
|
|
| Series A Preferred Stock [Member] |
|
|
|
|
|
| Stockholders’ equity (deficit) |
|
|
|
|
|
| Series of preferred stock |
|
1
|
1
|
|
|
| Series A Preferred Stock [Member] | As Reported [Member] |
|
|
|
|
|
| Stockholders’ equity (deficit) |
|
|
|
|
|
| Series of preferred stock |
|
|
1
|
|
|
| Series A Preferred Stock [Member] | Adjustment [Member] |
|
|
|
|
|
| Stockholders’ equity (deficit) |
|
|
|
|
|
| Series of preferred stock |
|
|
|
|
|
| Series B Preferred Stock [Member] |
|
|
|
|
|
| Stockholders’ equity (deficit) |
|
|
|
|
|
| Series of preferred stock |
|
$ 2
|
2
|
|
|
| Series B Preferred Stock [Member] | As Reported [Member] |
|
|
|
|
|
| Stockholders’ equity (deficit) |
|
|
|
|
|
| Series of preferred stock |
|
|
$ 2
|
|
|
|
|
| X |
- References
+ Details
| Name: |
ngtf_StockholdersEquityDeficitAbstract |
| Namespace Prefix: |
ngtf_ |
| Data Type: |
xbrli:stringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionSum of the carrying values as of the balance sheet date of obligations incurred through that date and due within one year (or the operating cycle, if longer), including liabilities incurred (and for which invoices have typically been received) and payable to vendors for goods and services received, taxes, interest, rent and utilities, accrued salaries and bonuses, payroll taxes and fringe benefits. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(20))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(19))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
| Name: |
us-gaap_AccountsPayableAndAccruedLiabilitiesCurrent |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
credit |
| Period Type: |
instant |
|
| X |
- DefinitionAmount of liabilities incurred to vendors for goods and services received, and accrued liabilities classified as other, payable within one year or the normal operating cycle, if longer.
| Name: |
us-gaap_AccountsPayableAndOtherAccruedLiabilitiesCurrent |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
credit |
| Period Type: |
instant |
|
| X |
- DefinitionAmount, after allowance for credit loss, of right to consideration from customer for product sold and service rendered in normal course of business, classified as current. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 310
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481990/310-10-45-2
| Name: |
us-gaap_AccountsReceivableNetCurrent |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
debit |
| Period Type: |
instant |
|
| X |
- DefinitionAmount of excess of issue price over par or stated value of stock and from other transaction involving stock or stockholder. Includes, but is not limited to, additional paid-in capital (APIC) for common and preferred stock. Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 852
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481372/852-10-55-10
Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 946
-SubTopic 210
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-04(18))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479170/946-210-S99-1
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(30)(a)(1))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
| Name: |
us-gaap_AdditionalPaidInCapital |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
credit |
| Period Type: |
instant |
|
| X |
- DefinitionAmount of asset recognized for present right to economic benefit. Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 48
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482785/280-10-55-48
Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 49
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482785/280-10-55-49
Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 270
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482964/270-10-50-1
Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (ee)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-32
Reference 5: http://fasb.org/us-gaap/role/ref/otherTransitionRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-32
Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-22
Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 810
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (bb)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481203/810-10-50-3
Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 810
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 25
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481231/810-10-45-25
Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(g)(1)(ii))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1
Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 323
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481687/323-10-50-3
Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 825
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 28
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482907/825-10-50-28
Reference 12: http://www.xbrl.org/2003/role/exampleRef
-Topic 852
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481372/852-10-55-10
Reference 13: http://www.xbrl.org/2003/role/exampleRef
-Topic 946
-SubTopic 830
-Name Accounting Standards Codification
-Section 55
-Paragraph 12
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479168/946-830-55-12
Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 210
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-03(a)(12))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478777/944-210-S99-1
Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 210
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-04(8))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479170/946-210-S99-1
Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(18))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(i))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A
Reference 18: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(ii))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A
Reference 19: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iii))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A
Reference 20: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iii)(A))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A
Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iv))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A
Reference 22: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(5))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A
Reference 23: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(i))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B
Reference 24: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(A))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B
Reference 25: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(B))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B
Reference 26: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iv))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B
Reference 27: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(5))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B
Reference 28: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 852
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 7
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481404/852-10-50-7
Reference 29: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 30
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-30
Reference 30: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 942
-SubTopic 210
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-03(11))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478546/942-210-S99-1
| Name: |
us-gaap_Assets |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
debit |
| Period Type: |
instant |
|
| X |
- DefinitionAmount of asset recognized for present right to economic benefit, classified as current. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 810
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (bb)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481203/810-10-50-3
Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 810
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 25
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481231/810-10-45-25
Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(g)(1)(ii))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1
Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 323
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481687/323-10-50-3
Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 825
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 28
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482907/825-10-50-28
Reference 6: http://www.xbrl.org/2003/role/exampleRef
-Topic 852
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481372/852-10-55-10
Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483467/210-10-45-1
Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(9))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(i))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A
Reference 10: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(ii))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A
Reference 11: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iii))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A
Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iii)(A))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A
Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iv))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A
Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(5))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A
Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(i))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B
Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(A))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B
Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(B))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B
Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iv))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B
Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(5))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B
Reference 20: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 852
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 7
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481404/852-10-50-7
| Name: |
us-gaap_AssetsCurrent |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
debit |
| Period Type: |
instant |
|
| X |
- References
+ Details
| Name: |
us-gaap_AssetsCurrentAbstract |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:stringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionAmount of cash and cash equivalents, and cash and cash equivalents restricted to withdrawal or usage. Excludes amount for disposal group and discontinued operations. Cash includes, but is not limited to, currency on hand, demand deposits with banks or financial institutions, and other accounts with general characteristics of demand deposits. Cash equivalents include, but are not limited to, short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 230
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 8
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482913/230-10-50-8
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 230
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 24
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482740/230-10-45-24
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 230
-SubTopic 10
-Section 45
-Paragraph 4
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482740/230-10-45-4
| Name: |
us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
debit |
| Period Type: |
instant |
|
| X |
- DefinitionAggregate par or stated value of issued nonredeemable common stock (or common stock redeemable solely at the option of the issuer). This item includes treasury stock repurchased by the entity. Note: elements for number of nonredeemable common shares, par value and other disclosure concepts are in another section within stockholders' equity. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(29))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 852
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481372/852-10-55-10
Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 210
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-03(a)(22))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478777/944-210-S99-1
| Name: |
us-gaap_CommonStockValue |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
credit |
| Period Type: |
instant |
|
| X |
- DefinitionCarrying value as of the balance sheet date of the portion of long-term debt due within one year or the operating cycle if longer identified as Convertible Notes Payable. Convertible Notes Payable is a written promise to pay a note which can be exchanged for a specified amount of another, related security, at the option of the issuer and the holder. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(20))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
| Name: |
us-gaap_ConvertibleNotesPayableCurrent |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
credit |
| Period Type: |
instant |
|
| X |
- DefinitionAmount after valuation and LIFO reserves of inventory expected to be sold, or consumed within one year or operating cycle, if longer. Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 852
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481372/852-10-55-10
Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483467/210-10-45-1
Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(6))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
| Name: |
us-gaap_InventoryNet |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
debit |
| Period Type: |
instant |
|
| X |
- DefinitionAmount of liability recognized for present obligation requiring transfer or otherwise providing economic benefit to others. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(22))
-SubTopic 10
-Topic 210
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(20))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(24))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(19))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(25))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(26))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(23))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(21))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 810
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481203/810-10-50-3
Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 810
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 25
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481231/810-10-45-25
Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 810
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (bb)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481203/810-10-50-3
Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(g)(1)(ii))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1
Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 323
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481687/323-10-50-3
Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 825
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 28
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482907/825-10-50-28
Reference 15: http://www.xbrl.org/2003/role/exampleRef
-Topic 946
-SubTopic 830
-Name Accounting Standards Codification
-Section 55
-Paragraph 12
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479168/946-830-55-12
Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 210
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-04(14))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479170/946-210-S99-1
Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(i))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A
Reference 18: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(ii))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A
Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iii)(A))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A
Reference 20: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iv))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A
Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(5))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A
Reference 22: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(i))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B
Reference 23: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(A))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B
Reference 24: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(B))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B
Reference 25: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iv))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B
Reference 26: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(5))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B
Reference 27: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 852
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 7
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481404/852-10-50-7
Reference 28: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 852
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 7
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481404/852-10-50-7
Reference 29: http://www.xbrl.org/2003/role/exampleRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 30
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-30
| Name: |
us-gaap_Liabilities |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
credit |
| Period Type: |
instant |
|
| X |
- DefinitionAmount of liabilities and equity items, including the portion of equity attributable to noncontrolling interests, if any. Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 852
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481372/852-10-55-10
Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 210
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-03(a)(25))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478777/944-210-S99-1
Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(g)(1)(ii))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1
Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 323
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481687/323-10-50-3
Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 825
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 28
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482907/825-10-50-28
Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 942
-SubTopic 210
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-03(23))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478546/942-210-S99-1
Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(32))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
| Name: |
us-gaap_LiabilitiesAndStockholdersEquity |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
credit |
| Period Type: |
instant |
|
| X |
- DefinitionTotal obligations incurred as part of normal operations that are expected to be paid during the following twelve months or within one business cycle, if longer. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(21))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 810
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481203/810-10-50-3
Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 810
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 25
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481231/810-10-45-25
Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 810
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (bb)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481203/810-10-50-3
Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(g)(1)(ii))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1
Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 323
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481687/323-10-50-3
Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 825
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 28
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482907/825-10-50-28
Reference 8: http://www.xbrl.org/2003/role/exampleRef
-Topic 852
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481372/852-10-55-10
Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483467/210-10-45-5
Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(i))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A
Reference 11: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(ii))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A
Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iii)(A))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A
Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iv))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A
Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(5))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A
Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(i))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B
Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(A))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B
Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(B))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B
Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iv))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B
Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(5))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B
Reference 20: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 852
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 7
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481404/852-10-50-7
Reference 21: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 852
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 7
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481404/852-10-50-7
| Name: |
us-gaap_LiabilitiesCurrent |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
credit |
| Period Type: |
instant |
|
| X |
- References
+ Details
| Name: |
us-gaap_LiabilitiesCurrentAbstract |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:stringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionAmount of current assets classified as other. Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 852
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481372/852-10-55-10
Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(8))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
| Name: |
us-gaap_OtherAssetsCurrent |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
debit |
| Period Type: |
instant |
|
| X |
- DefinitionAggregate par or stated value of issued nonredeemable preferred stock (or preferred stock redeemable solely at the option of the issuer). This item includes treasury stock repurchased by the entity. Note: elements for number of nonredeemable preferred shares, par value and other disclosure concepts are in another section within stockholders' equity. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(28))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 852
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481372/852-10-55-10
Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 210
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-03(a)(21))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478777/944-210-S99-1
| Name: |
us-gaap_PreferredStockValue |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
credit |
| Period Type: |
instant |
|
| X |
- DefinitionAmount of accumulated undistributed earnings (deficit). Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(30)(a)(3))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 852
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481372/852-10-55-10
Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 40
-Name Accounting Standards Codification
-Section 65
-Paragraph 2
-Subparagraph (g)(2)(i)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480016/944-40-65-2
Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 40
-Name Accounting Standards Codification
-Section 65
-Paragraph 2
-Subparagraph (h)(2)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480016/944-40-65-2
Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 11
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-11
Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 210
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-03(a)(23)(a)(4))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478777/944-210-S99-1
Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 210
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-04(17))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479170/946-210-S99-1
Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480008/505-10-S99-1
| Name: |
us-gaap_RetainedEarningsAccumulatedDeficit |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
credit |
| Period Type: |
instant |
|
| X |
- DefinitionAmount of equity (deficit) attributable to parent. Excludes temporary equity and equity attributable to noncontrolling interest. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(29))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(30))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(31))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 4: http://www.xbrl.org/2003/role/exampleRef
-Topic 852
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481372/852-10-55-10
Reference 5: http://www.xbrl.org/2003/role/exampleRef
-Topic 946
-SubTopic 830
-Name Accounting Standards Codification
-Section 55
-Paragraph 12
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479168/946-830-55-12
Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 210
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-04(19))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479170/946-210-S99-1
Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 210
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SX 210.6-05(4))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479170/946-210-S99-2
Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.6-09(4)(b))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-3
Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.6-09(6))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-3
Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.6-09(7))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-3
Reference 11: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(g)(1)(ii))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1
Reference 12: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 323
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481687/323-10-50-3
Reference 13: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 825
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 28
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482907/825-10-50-28
Reference 14: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 310
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 4.E)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480418/310-10-S99-2
| Name: |
us-gaap_StockholdersEquity |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
credit |
| Period Type: |
instant |
|
| X |
- Details
| Name: |
srt_RestatementAxis=srt_ScenarioPreviouslyReportedMember |
| Namespace Prefix: |
|
| Data Type: |
na |
| Balance Type: |
|
| Period Type: |
|
|
| X |
- Details
| Name: |
srt_RestatementAxis=srt_RestatementAdjustmentMember |
| Namespace Prefix: |
|
| Data Type: |
na |
| Balance Type: |
|
| Period Type: |
|
|
| X |
- Details
| Name: |
us-gaap_StatementClassOfStockAxis=us-gaap_SeriesAPreferredStockMember |
| Namespace Prefix: |
|
| Data Type: |
na |
| Balance Type: |
|
| Period Type: |
|
|
| X |
- Details
| Name: |
us-gaap_StatementClassOfStockAxis=us-gaap_SeriesBPreferredStockMember |
| Namespace Prefix: |
|
| Data Type: |
na |
| Balance Type: |
|
| Period Type: |
|
|
v3.24.4
Restatement of Fiscal Year 2023 Financial Statements (Details) - Schedule of Consolidated Balance Sheets (Parentheticals) - $ / shares
|
Jun. 30, 2024 |
Jun. 30, 2023 |
| Condensed Balance Sheet Statements, Captions [Line Items] |
|
|
| Preferred stock, shares issued |
1,000
|
|
| Common stock, par value (in Dollars per share) |
$ 0.001
|
$ 0.001
|
| Common stock, shares authorized |
200,000,000
|
200,000,000
|
| Common stock, shares issued |
128,907,407
|
123,587,968
|
| Common stock, shares outstanding |
128,907,407
|
123,587,968
|
| Series A Preferred Stock [Member] |
|
|
| Condensed Balance Sheet Statements, Captions [Line Items] |
|
|
| Preferred stock, par value (in Dollars per share) |
$ 0.001
|
$ 0.001
|
| Preferred stock, shares authorized |
1,000,000
|
1,000,000
|
| Preferred stock, shares issued |
1,000
|
1,000
|
| Preferred stock, shares outstanding |
1,000
|
1,000
|
| Series B Preferred Stock [Member] |
|
|
| Condensed Balance Sheet Statements, Captions [Line Items] |
|
|
| Preferred stock, par value (in Dollars per share) |
$ 0.001
|
$ 0.001
|
| Preferred stock, shares authorized |
5,000
|
5,000
|
| Preferred stock, shares issued |
1,950
|
1,950
|
| Preferred stock, shares outstanding |
1,950
|
1,950
|
| As Reported [Member] |
|
|
| Condensed Balance Sheet Statements, Captions [Line Items] |
|
|
| Common stock, par value (in Dollars per share) |
|
$ 0.001
|
| Common stock, shares authorized |
|
200,000,000
|
| Common stock, shares issued |
|
123,587,968
|
| Common stock, shares outstanding |
|
123,587,968
|
| As Reported [Member] | Series A Preferred Stock [Member] |
|
|
| Condensed Balance Sheet Statements, Captions [Line Items] |
|
|
| Preferred stock, par value (in Dollars per share) |
|
$ 0.001
|
| Preferred stock, shares authorized |
|
1,000,000
|
| Preferred stock, shares issued |
|
1,000
|
| Preferred stock, shares outstanding |
|
1,000
|
| As Reported [Member] | Series B Preferred Stock [Member] |
|
|
| Condensed Balance Sheet Statements, Captions [Line Items] |
|
|
| Preferred stock, par value (in Dollars per share) |
|
$ 0.001
|
| Preferred stock, shares authorized |
|
5,000
|
| Preferred stock, shares issued |
|
1,950
|
| Preferred stock, shares outstanding |
|
1,950
|
| X |
- DefinitionLine items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Name Regulation S-X (SX)
-Number 210
-Section 12
-Subsection 04
-Paragraph a
-Publisher SEC
Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.12-04(a))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-3
Reference 3: http://www.xbrl.org/2003/role/recommendedDisclosureRef
-Topic 810
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 11
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481231/810-10-45-11
| Name: |
srt_CondensedBalanceSheetStatementsCaptionsLineItems |
| Namespace Prefix: |
srt_ |
| Data Type: |
xbrli:stringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionFace amount or stated value per share of common stock. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(29))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
| Name: |
us-gaap_CommonStockParOrStatedValuePerShare |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
dtr-types:perShareItemType |
| Balance Type: |
na |
| Period Type: |
instant |
|
| X |
- DefinitionThe maximum number of common shares permitted to be issued by an entity's charter and bylaws. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(29))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 210
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-04(16)(a))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479170/946-210-S99-1
| Name: |
us-gaap_CommonStockSharesAuthorized |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:sharesItemType |
| Balance Type: |
na |
| Period Type: |
instant |
|
| X |
- DefinitionTotal number of common shares of an entity that have been sold or granted to shareholders (includes common shares that were issued, repurchased and remain in the treasury). These shares represent capital invested by the firm's shareholders and owners, and may be all or only a portion of the number of shares authorized. Shares issued include shares outstanding and shares held in the treasury. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(29))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
| Name: |
us-gaap_CommonStockSharesIssued |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:sharesItemType |
| Balance Type: |
na |
| Period Type: |
instant |
|
| X |
- DefinitionNumber of shares of common stock outstanding. Common stock represent the ownership interest in a corporation. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-SubTopic 10
-Topic 505
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-2
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(29))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 210
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SX 210.6-05(4))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479170/946-210-S99-2
Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.6-09(4)(b))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-3
Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 210
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-04(16)(a))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479170/946-210-S99-1
Reference 6: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.6-09(7))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-3
| Name: |
us-gaap_CommonStockSharesOutstanding |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:sharesItemType |
| Balance Type: |
na |
| Period Type: |
instant |
|
| X |
- DefinitionFace amount or stated value per share of preferred stock nonredeemable or redeemable solely at the option of the issuer. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(28))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13
| Name: |
us-gaap_PreferredStockParOrStatedValuePerShare |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
dtr-types:perShareItemType |
| Balance Type: |
na |
| Period Type: |
instant |
|
| X |
- DefinitionThe maximum number of nonredeemable preferred shares (or preferred stock redeemable solely at the option of the issuer) permitted to be issued by an entity's charter and bylaws. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(28))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 210
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-04(16)(a))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479170/946-210-S99-1
| Name: |
us-gaap_PreferredStockSharesAuthorized |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:sharesItemType |
| Balance Type: |
na |
| Period Type: |
instant |
|
| X |
- DefinitionNumber of shares issued for nonredeemable preferred shares and preferred shares redeemable solely at option of issuer. Includes, but is not limited to, preferred shares issued, repurchased, and held as treasury shares. Excludes preferred shares classified as debt. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(28))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13
| Name: |
us-gaap_PreferredStockSharesIssued |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:sharesItemType |
| Balance Type: |
na |
| Period Type: |
instant |
|
| X |
- DefinitionAggregate share number for all nonredeemable preferred stock (or preferred stock redeemable solely at the option of the issuer) held by stockholders. Does not include preferred shares that have been repurchased. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(28))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 210
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SX 210.6-05(4))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479170/946-210-S99-2
Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.6-09(4)(b))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-3
Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 210
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-04(16)(a))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479170/946-210-S99-1
Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.6-09(7))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-3
| Name: |
us-gaap_PreferredStockSharesOutstanding |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:sharesItemType |
| Balance Type: |
na |
| Period Type: |
instant |
|
| X |
- Details
| Name: |
us-gaap_StatementClassOfStockAxis=us-gaap_SeriesAPreferredStockMember |
| Namespace Prefix: |
|
| Data Type: |
na |
| Balance Type: |
|
| Period Type: |
|
|
| X |
- Details
| Name: |
us-gaap_StatementClassOfStockAxis=us-gaap_SeriesBPreferredStockMember |
| Namespace Prefix: |
|
| Data Type: |
na |
| Balance Type: |
|
| Period Type: |
|
|
| X |
- Details
| Name: |
srt_RestatementAxis=srt_ScenarioPreviouslyReportedMember |
| Namespace Prefix: |
|
| Data Type: |
na |
| Balance Type: |
|
| Period Type: |
|
|
v3.24.4
Restatement of Fiscal Year 2023 Financial Statements (Details) - Schedule of Consolidated Statements of Operations - USD ($)
|
12 Months Ended |
Jun. 30, 2024 |
Jun. 30, 2023 |
| Condensed Income Statements, Captions [Line Items] |
|
|
|
|
| Revenues, net of slotting and promotion |
|
$ 89,272
|
$ 133,406
|
|
| Operating expenses |
|
|
|
|
| Cost of product sold |
|
107,395
|
277,843
|
[1] |
| Advertising and promotional |
|
56,664
|
144,859
|
[1] |
| Selling, general and administrative expense |
|
175,190
|
838,413
|
[2] |
| Professional fees |
[1] |
|
941,240
|
|
| Total operating expenses |
|
1,077,939
|
2,202,355
|
|
| Loss from operations |
|
(988,667)
|
(2,068,949)
|
|
| Other income (expense) |
|
|
|
|
| Interest expense - debt |
|
(432,154)
|
(172,769)
|
[1] |
| Interest expense – financing cost |
|
(1,082,360)
|
(2,199,273)
|
[3] |
| Amortization of debt discount |
|
(638,194)
|
(1,265,893)
|
|
| Gain (loss) on debt extinguishment |
|
(111,730)
|
(361,500)
|
|
| Total other income (expense) |
|
(2,246,839)
|
(3,999,435)
|
|
| Net (loss) |
|
$ (3,235,506)
|
(6,068,384)
|
|
| As reported [Member] |
|
|
|
|
| Condensed Income Statements, Captions [Line Items] |
|
|
|
|
| Revenues, net of slotting and promotion |
|
|
133,406
|
|
| Operating expenses |
|
|
|
|
| Cost of product sold |
[1] |
|
279,277
|
|
| Advertising and promotional |
[1] |
|
166,656
|
|
| Selling, general and administrative expense |
[2] |
|
542,803
|
|
| Professional fees |
[1] |
|
954,918
|
|
| Total operating expenses |
|
|
1,943,654
|
|
| Loss from operations |
|
|
(1,810,198)
|
|
| Other income (expense) |
|
|
|
|
| Interest expense - debt |
[1] |
|
(170,505)
|
|
| Interest expense – financing cost |
[3] |
|
(2,141,626)
|
|
| Amortization of debt discount |
|
|
(1,265,893)
|
|
| Gain (loss) on debt extinguishment |
|
|
(361,500)
|
|
| Total other income (expense) |
|
|
(3,939,524)
|
|
| Net (loss) |
|
|
(5,749,722)
|
|
| Adjustment [Member] |
|
|
|
|
| Condensed Income Statements, Captions [Line Items] |
|
|
|
|
| Revenues, net of slotting and promotion |
|
|
|
|
| Operating expenses |
|
|
|
|
| Cost of product sold |
[1] |
|
(1,434)
|
|
| Advertising and promotional |
[1] |
|
(21,797)
|
|
| Selling, general and administrative expense |
[2] |
|
295,610
|
|
| Professional fees |
[1] |
|
(13,678)
|
|
| Total operating expenses |
|
|
258,701
|
|
| Loss from operations |
|
|
(258,701)
|
|
| Other income (expense) |
|
|
|
|
| Interest expense - debt |
[1] |
|
(2,264)
|
|
| Interest expense – financing cost |
[3] |
|
(57,647)
|
|
| Amortization of debt discount |
|
|
|
|
| Gain (loss) on debt extinguishment |
|
|
|
|
| Total other income (expense) |
|
|
(59,911)
|
|
| Net (loss) |
|
|
$ (318,612)
|
|
|
|
| X |
- DefinitionInterest expense financing cost
| Name: |
ngtf_InterestExpenseFinancingCost |
| Namespace Prefix: |
ngtf_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
debit |
| Period Type: |
duration |
|
| X |
- References
+ Details
| Name: |
ngtf_OtherIncomeExpenseAbstract0 |
| Namespace Prefix: |
ngtf_ |
| Data Type: |
xbrli:stringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionLine items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Name Regulation S-X (SX)
-Number 210
-Section 12
-Subsection 04
-Paragraph a
-Publisher SEC
Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.12-04(a))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-3
Reference 3: http://www.xbrl.org/2003/role/recommendedDisclosureRef
-Topic 810
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 11
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481231/810-10-45-11
| Name: |
srt_CondensedIncomeStatementsCaptionsLineItems |
| Namespace Prefix: |
srt_ |
| Data Type: |
xbrli:stringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionAmount of amortization expense attributable to debt discount (premium) and debt issuance costs. Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 69E
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481568/470-20-55-69E
Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 69F
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481568/470-20-55-69F
Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1F
-Subparagraph (b)(2)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1F
Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 230
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 28
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482740/230-10-45-28
Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 835
-SubTopic 30
-Name Accounting Standards Codification
-Section 45
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482925/835-30-45-3
| Name: |
us-gaap_AmortizationOfFinancingCostsAndDiscounts |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
debit |
| Period Type: |
duration |
|
| X |
- DefinitionDifference between the fair value of payments made and the carrying amount of debt which is extinguished prior to maturity. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Section 45
-Paragraph 28
-Subparagraph (b)
-SubTopic 10
-Topic 230
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482740/230-10-45-28
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 470
-SubTopic 50
-Section 40
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481303/470-50-40-2
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 470
-SubTopic 50
-Section 40
-Paragraph 4
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481303/470-50-40-4
| Name: |
us-gaap_GainsLossesOnExtinguishmentOfDebt |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
credit |
| Period Type: |
duration |
|
| X |
- DefinitionAmount of the cost of borrowed funds accounted for as interest expense for debt. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(8))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483621/220-10-S99-2
Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 69E
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481568/470-20-55-69E
Reference 3: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 69F
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481568/470-20-55-69F
Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1F
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1F
Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-6
| Name: |
us-gaap_InterestExpenseDebt |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
debit |
| Period Type: |
duration |
|
| X |
- DefinitionThe portion of profit or loss for the period, net of income taxes, which is attributable to the parent. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-6
Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-9
Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 805
-SubTopic 60
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147476176/805-60-65-1
Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 323
-Name Accounting Standards Codification
-Section 65
-Paragraph 2
-Subparagraph (g)(3)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478666/740-323-65-2
Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(20))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483621/220-10-S99-2
Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(g)(1)(ii))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1
Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 323
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481687/323-10-50-3
Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 825
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 28
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482907/825-10-50-28
Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482765/220-10-50-6
Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-3
Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)(2)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-1
Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480175/815-40-65-1
Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 8
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-8
Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 11
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-11
Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 11
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-11
Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-4
Reference 17: http://www.xbrl.org/2003/role/exampleRef
-Topic 946
-SubTopic 830
-Name Accounting Standards Codification
-Section 55
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479168/946-830-55-10
Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section 45
-Paragraph 7
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479105/946-220-45-7
Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(18))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477250/944-220-S99-1
Reference 20: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(9))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-1
Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.6-09(1)(d))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-3
Reference 22: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(i))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A
Reference 23: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(ii))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A
Reference 24: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iii)(A))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A
Reference 25: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iv))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A
Reference 26: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(5))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A
Reference 27: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(i))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B
Reference 28: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(A))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B
Reference 29: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(B))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B
Reference 30: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iv))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B
Reference 31: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(5))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B
Reference 32: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 60B
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482689/260-10-45-60B
Reference 33: http://www.xbrl.org/2003/role/disclosureRef
-Topic 205
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 7
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483499/205-20-50-7
Reference 34: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 230
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 28
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482740/230-10-45-28
Reference 35: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 1A
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482790/220-10-45-1A
Reference 36: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 1B
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482790/220-10-45-1B
Reference 37: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 942
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(22))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478524/942-220-S99-1
| Name: |
us-gaap_NetIncomeLoss |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
credit |
| Period Type: |
duration |
|
| X |
- DefinitionThe aggregate amount of income or expense from ancillary business-related activities (that is to say, excluding major activities considered part of the normal operations of the business). Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(7))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483621/220-10-S99-2
| Name: |
us-gaap_NonoperatingIncomeExpense |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
credit |
| Period Type: |
duration |
|
| X |
- DefinitionGenerally recurring costs associated with normal operations except for the portion of these expenses which can be clearly related to production and included in cost of sales or services. Excludes Selling, General and Administrative Expense.
| Name: |
us-gaap_OperatingCostsAndExpenses |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
debit |
| Period Type: |
duration |
|
| X |
- DefinitionGenerally recurring costs associated with normal operations except for the portion of these expenses which can be clearly related to production and included in cost of sales or services. Includes selling, general and administrative expense.
| Name: |
us-gaap_OperatingExpenses |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
debit |
| Period Type: |
duration |
|
| X |
- References
+ Details
| Name: |
us-gaap_OperatingExpensesAbstract |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:stringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionThe net result for the period of deducting operating expenses from operating revenues. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-22
Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-32
Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 30
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-30
Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 270
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482964/270-10-50-1
Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (ee)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-32
Reference 6: http://fasb.org/us-gaap/role/ref/otherTransitionRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-32
Reference 7: http://www.xbrl.org/2003/role/exampleRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 31
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-31
| Name: |
us-gaap_OperatingIncomeLoss |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
credit |
| Period Type: |
duration |
|
| X |
- DefinitionA fee charged for services from professionals such as doctors, lawyers and accountants. The term is often expanded to include other professions, for example, pharmacists charging to maintain a medicinal profile of a client or customer. Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 48
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482785/280-10-55-48
Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 946
-SubTopic 830
-Name Accounting Standards Codification
-Section 55
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479168/946-830-55-10
Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section 45
-Paragraph 3
-Subparagraph (k)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479105/946-220-45-3
Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(b))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-1
| Name: |
us-gaap_ProfessionalFees |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
debit |
| Period Type: |
duration |
|
| X |
- DefinitionAmount of revenue recognized from goods sold, services rendered, insurance premiums, or other activities that constitute an earning process. Includes, but is not limited to, investment and interest income before deduction of interest expense when recognized as a component of revenue, and sales and trading gain (loss). Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 48
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482785/280-10-55-48
Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 41
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-41
Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 270
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482964/270-10-50-1
Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (ee)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-32
Reference 5: http://fasb.org/us-gaap/role/ref/otherTransitionRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-32
Reference 6: http://fasb.org/us-gaap/role/ref/otherTransitionRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-32
Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(g)(1)(ii))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1
Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 323
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481687/323-10-50-3
Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 825
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 28
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482907/825-10-50-28
Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(i))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A
Reference 11: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(ii))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A
Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iii)(A))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A
Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iv))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A
Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(5))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A
Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(i))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B
Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(A))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B
Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(B))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B
Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iv))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B
Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(5))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B
Reference 20: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 30
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-30
Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 42
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-42
Reference 22: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-22
Reference 23: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 40
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-40
Reference 24: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-22
Reference 25: http://www.xbrl.org/2003/role/disclosureRef
-Topic 942
-SubTopic 235
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-05(b)(2))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477314/942-235-S99-1
Reference 26: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(1))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483621/220-10-S99-2
| Name: |
us-gaap_Revenues |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
credit |
| Period Type: |
duration |
|
| X |
- DefinitionThe aggregate total costs related to selling a firm's product and services, as well as all other general and administrative expenses. Direct selling expenses (for example, credit, warranty, and advertising) are expenses that can be directly linked to the sale of specific products. Indirect selling expenses are expenses that cannot be directly linked to the sale of specific products, for example telephone expenses, Internet, and postal charges. General and administrative expenses include salaries of non-sales personnel, rent, utilities, communication, etc. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(4))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483621/220-10-S99-2
| Name: |
us-gaap_SellingGeneralAndAdministrativeExpense |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
debit |
| Period Type: |
duration |
|
| X |
- Details
| Name: |
srt_RestatementAxis=srt_ScenarioPreviouslyReportedMember |
| Namespace Prefix: |
|
| Data Type: |
na |
| Balance Type: |
|
| Period Type: |
|
|
| X |
- Details
| Name: |
srt_RestatementAxis=srt_RestatementAdjustmentMember |
| Namespace Prefix: |
|
| Data Type: |
na |
| Balance Type: |
|
| Period Type: |
|
|
v3.24.4
Subsequent Events (Details) - USD ($)
|
|
|
12 Months Ended |
|
|
|
Sep. 23, 2024 |
Oct. 24, 2022 |
Jun. 30, 2024 |
Aug. 28, 2023 |
Jun. 30, 2023 |
Jun. 29, 2023 |
| Subsequent Events [Line Items] |
|
|
|
|
|
|
| Principal amount |
|
|
|
$ 60,000
|
$ 16,088
|
$ 65,000
|
| Maturity date |
|
|
Jan. 23, 2025
|
|
|
|
| Preferred stock issued (in Shares) |
|
|
1,000
|
|
|
|
| Secured notes payable |
$ 335,750
|
|
|
|
|
|
| Common stock, shares issued (in Shares) |
|
5,000,000
|
|
|
|
|
| Vendor [Member] |
|
|
|
|
|
|
| Subsequent Events [Line Items] |
|
|
|
|
|
|
| Common stock, shares issued (in Shares) |
|
|
50,000
|
|
|
|
| Series D Preferred Stock [Member] |
|
|
|
|
|
|
| Subsequent Events [Line Items] |
|
|
|
|
|
|
| Preferred stock issued (in Shares) |
|
|
1,667
|
|
0
|
|
| X |
- DefinitionMaturity date of investment, in YYYY-MM-DD format. Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 946
-SubTopic 210
-Name Accounting Standards Codification
-Section 55
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477439/946-210-55-1
Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481800/320-10-50-5
Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481800/320-10-50-2
Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 320
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SX 210.12-12A(Column A)(Footnote 2))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477271/946-320-S99-2
Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 320
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SX 210.12-12A(Column A)(Footnote 3))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477271/946-320-S99-2
Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 320
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.12-12(Column A)(Footnote 2))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477271/946-320-S99-1
Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 320
-Name Accounting Standards Codification
-Section S99
-Paragraph 6
-Subparagraph (SX 210.12-14(Column A)(Footnote 2))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477271/946-320-S99-6
Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 320
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.12-12(Column A)(Footnote 4))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477271/946-320-S99-1
Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 320
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.12-12B(Column A)(Footnote 3))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477271/946-320-S99-3
Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 320
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.12-12B(Column A)(Footnote 4)(a))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477271/946-320-S99-3
Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 320
-Name Accounting Standards Codification
-Section S99
-Paragraph 6
-Subparagraph (SX 210.12-14(Column A)(Footnote 3))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477271/946-320-S99-6
| Name: |
us-gaap_InvestmentMaturityDate |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:dateItemType |
| Balance Type: |
na |
| Period Type: |
instant |
|
| X |
- DefinitionAmount of principal of investment owned. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 210
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478795/946-210-50-6
Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 946
-SubTopic 210
-Name Accounting Standards Codification
-Section 55
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477439/946-210-55-1
Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 210
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)(1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478795/946-210-50-1
Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 320
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.12-12(Column B))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477271/946-320-S99-1
Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 320
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.12-12B(Column B))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477271/946-320-S99-3
Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 320
-Name Accounting Standards Codification
-Section S99
-Paragraph 6
-Subparagraph (SX 210.12-14(Column B))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477271/946-320-S99-6
| Name: |
us-gaap_InvestmentOwnedBalancePrincipalAmount |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
debit |
| Period Type: |
instant |
|
| X |
- DefinitionNumber of shares issued for nonredeemable preferred shares and preferred shares redeemable solely at option of issuer. Includes, but is not limited to, preferred shares issued, repurchased, and held as treasury shares. Excludes preferred shares classified as debt. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(28))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13
| Name: |
us-gaap_PreferredStockSharesIssued |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:sharesItemType |
| Balance Type: |
na |
| Period Type: |
instant |
|
| X |
- DefinitionThe cash inflow from borrowings supported by a written promise to pay an obligation that is collateralized (backed by pledge, mortgage or other lien in the entity's assets). Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 230
-SubTopic 10
-Section 45
-Paragraph 14
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482740/230-10-45-14
| Name: |
us-gaap_ProceedsFromSecuredNotesPayable |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
debit |
| Period Type: |
duration |
|
| X |
- DefinitionNumber of new stock issued during the period. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-SubTopic 10
-Topic 505
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-2
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(28))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(29))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 505
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478448/946-505-50-2
Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.6-09(4)(b))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-3
Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.6-03(i)(1))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479886/946-10-S99-3
Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480008/505-10-S99-1
| Name: |
us-gaap_StockIssuedDuringPeriodSharesNewIssues |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:sharesItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionDetail information of subsequent event by type. User is expected to use existing line items from elsewhere in the taxonomy as the primary line items for this disclosure, which is further associated with dimension and member elements pertaining to a subsequent event. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 830
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481674/830-30-50-2
Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 855
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483399/855-10-50-2
| Name: |
us-gaap_SubsequentEventLineItems |
| Namespace Prefix: |
us-gaap_ |
| Data Type: |
xbrli:stringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- Details
| Name: |
us-gaap_StatementClassOfStockAxis=us-gaap_SeriesDPreferredStockMember |
| Namespace Prefix: |
|
| Data Type: |
na |
| Balance Type: |
|
| Period Type: |
|
|
Customisable watchlists with full streaming quotes from leading exchanges, such as LSE, NASDAQ, NYSE, AMEX, Bovespa, BIT and more.
Hot Features
Premium
