Quarterly report pursuant to Section 13 or 15(d)

Capital Stock Activity

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Capital Stock Activity
6 Months Ended
Dec. 31, 2021
Stockholders' Equity Note [Abstract]  
Capital Stock Activity
10.  Capital Stock Activity   On October 16, 2013, the Nightfood, Inc. became a wholly-owned subsidiary of Nightfood Holdings, Inc. Accordingly, the stockholders’ equity has been revised to reflect the share exchange on a retroactive basis.
       
     

Common Stock

 

The Company is authorized to issue Two Hundred Million (200,000,000) shares of $0.001 par value per share 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. 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.

 

      The Company had 87,060,178 and 80,707,467 shares of its $0.001 par value common stock issued and outstanding as of December 31, 2021, and June 30, 2021, respectively.
         
      During the three months ended December 31, 2021 and 2020, the Company issued 50,500 shares and 583,914 shares of common stock for services valued at $15,768 and $88,673, respectively.

 

      During the three months ended December 31, 2021, the Company reversed an entry relating to 41,308 shares that had previously been allocated for services but remained unissued.  In 2020, there were no such related transactions.
         
      During the three months ended December 31, 2020 the Company issued 2,881,220 shares in regards to debt being converted into stock valued at $215,000, and issued 336,132 shares of common stock valued at $25,008 as part of a loan agreement and payment of interest as part of the debt conversion. In 2021, there were no such related transactions.
         
      During the three months ended September 30, 2021, the Company issued an aggregate of 518,519 shares of its $0.001 par value common stock for services valued at $140,000. During the three months ended September 30, 2020, the Company issued an aggregate of 0 shares of its $.001 par value common stock for services valued at $0.
         
      During the three months ended September 30, 2021, holders of the Company’s Series B Preferred Stock converted 773 shares of Series B Preferred Stock into 3,865,000 shares of its common stock
         
      During the three months ended September 30, 2020 the Company issued 2,975,979 shares in regards to debt being converted into stock valued at $347,000, and issued 312,938 shares of common stock valued at $36,478 as part of a loan agreement and payment of interest as part of the debt conversion.

 

      Preferred Stock
       
      Series A Stock
       
      On July 9 2018, the Company was 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.  
       
      In addition to his ownership of the common stock, Mr. Folkson owns 1,000 shares of the Series A Stock which votes with the common stock and has an aggregate of 100,000,000 votes.
       
      The Company had 1,000 and 1,000 shares of its $0.001 par value preferred Series A stock issued and outstanding as of December 31, 2021, and June 30, 2021, respectively.
       
      Series B Stock  
       
      In April 2021, the Company designated 5,000 shares of its Preferred Stock as Series B Preferred Stock (“B Stock”), each Series B share of which is convertible into 5,000 shares of common stock and 5,000 non-detachable warrants with a strike price of $.30
       
      The Company had 3,835 and 4,665 shares of its $0.001 par value Series B Preferred Stock issued and outstanding as of December 31, 2021, and June 30, 2021 respectively.
       
      During the three months ended December 31, 2021, holders of the Company’s Series B Preferred Stock converted 392 shares of Series B Preferred Stock into 1,960,000 shares of its common stock. In 2020, there were no such related transaction.  
       
      During the three months ended December 31, 2021 and 2020, no shares of B Stock were issued to investors.    

 

      During the three months ended September 30, 2021, holders of the Company’s Series B Preferred Stock converted 773 shares of Series B Preferred Stock into 3,865,000 shares of its common stock. In 2020, there were no such related transaction.  
       
      During the three months ended September 30, 2021, the Company sold 335 shares of its $0.001 par value Series B Preferred Stock for gross cash proceeds of $335,000. These proceeds were used for operating capital. The Series B stock 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 Series B stock does not have to be redeemed on a specified date. In 2020, there were no such related transaction.  
       
      Dividends
       
      The Company has never declared dividends, however as set out below, during the six months ended December 31, 2021, upon issuance of a total of 335 shares of Series B Preferred stock the Company recorded a deemed dividend as a result of beneficial conversion feature associated with the transaction.  There were no sales of Series B Preferred stock in the three months ended December 31, 2021.    
       
      In connection with certain conversion terms provided for in the designation of the Series B Preferred Stock, pursuant to which each share of Series B Preferred Stock 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 $4,375,860. 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 Series B preferred stock was classified as equity.