| 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. |
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| | | | 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, 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.
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| ● | The Company had 90,932,158 and 80,707,467 shares of its $0.001 par value common stock issued and outstanding as of March 31, 2022, and June 30, 2021, respectively. |
| | | | Common stock issued during the nine months ended March 31, 2022: |
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| | | ● | During the nine months ended March 31, 2022, the Company issued 715,999 shares of common stock for services valued at $191,023. During the nine months ended March 31, 2022, the Company reversed an entry relating to 41,308 shares that had previously been allocated for services but remained unissued. During the nine months ended March 31, 2022, holders of the Company’s Series B Preferred Stock converted 1,590 shares of Series B Preferred Stock into 7,950,000 shares of its common stock. During the nine months ended March 31, 2022, the Company issued 1,600,000 shares from redemption of warrants.
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| | | | Common stock issued during the nine months ended March 31, 2021: |
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| | | ● | During the nine months ended March 31, 2021 the Company issued 16,049,577
shares in regards to debt and interest being converted into stock valued at $1,467,274. During the nine months ended March 31, 2021, the Company issued 836,630
shares for services valued at $131,017.
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| | | | Preferred Stock |
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| | | | Series A Stock |
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| | | | 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 1,000,000shares. 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. |
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| | | | 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. |
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| | | | The Company had 1,000 and 1,000 shares of its $0.001 par value preferred Series A stock issued and outstanding as of March 31, 2022, and June 30, 2021, respectively. |
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| | | | Series B Stock |
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| | | | 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 |
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| | | | The Company had 3,410 and 4,665 shares of its $0.001 par value Series B Preferred Stock issued and outstanding as of March 31, 2022, and June 30, 2021 respectively. |
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| | | | During the nine months ended March 31 2022, 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. During the nine months ended March 31, 2022, holders of the Company’s Series B Preferred Stock converted 1,590 shares of Series B Preferred Stock into 7,950,000 shares of its common stock.
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| | | | Dividends |
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| | | | The Company has never declared dividends, however as set out below, during the nine months ended March 31, 2022, 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. |
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| | | | 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. |
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