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Discontinued Operations - Sale of E-Core | 9 Months Ended | 12 Months Ended
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Mar. 31, 2025 | Jun. 30, 2024
Discontinued Operations - Sale of E-Core |  |
Discontinued Operations - Sale of E-Core | Note 18. Discontinued Operations – Sale of E-Core E-Core, Technology Inc. and its subsidiaries On August 1, 2024, the Company closed a sale transaction in which, effective as of June 30, 2024, it sold 100% of the outstanding stock of its wholly owned subsidiary E-Core Technology, Inc., a Florida corporation (d/b/a New England Technology, Inc.) (“E-core”), to E-Core Holdings, LLC, a Florida limited liability company (the “Buyer”) pursuant to the terms of an Agreement to Unwind Securities Purchase Agreement dated July 31, 2024 (the “Agreement”). The principals of the Buyer are the three individuals from whom the Company acquired E-core in October 2022. The purchase price in the transaction was $2,000,000 paid by the Buyer to the Company at closing. In addition, in connection with the closing of the transaction (i) the Company was released as a guarantor from E-core’s commercial loan facility, and (ii) all subordinated promissory notes issued by the Company in connection with the Company’s initial acquisition of E-core were cancelled and any outstanding principal and interest thereunder was deemed paid in full. The Agreement contains standard representations and warranties, conditions to closing, and covenants, for a transaction of this nature. Accordingly, the results of the business were classified as discontinued operations in our statements of operations and excluded from both continuing operations and segment results for all periods presented. Discontinued operations of E-core excluded in the condensed consolidated financial statements for the three and nine months ended March 31, 2024 are as follows: Summary of discontinued operations:
|  | Three Months Ended |  |  | Nine Months Ended |
|  | March 31, 2024 |  |  | March 31, 2024 |
Discontinued Operations |  |  |  |  |  |
Revenue |  | $ | 9,221,715 |  |  | $ | 38,625,335 |
Cost of sales |  | $ | 7,606,275 |  |  | $ | 33,168,260 |
Sales, general and administrative expenses |  | $ | 1,100,054 |  |  | $ | 3,371,876 |
Depreciation and amortization |  | $ | 403,875 |  |  | $ | 1,211,625 |
Other expenses |  | $ | 74,666 |  |  | $ | 2,476 |
Income from discontinued operations |  | $ | 186,177 |  |  | $ | 871,098 |
Accounts receivable net of allowance for doubtful accounts |  | $ | 4,219,460 |  |  | $ | 4,219,460 |
Fixed assets, net of accumulated depreciation |  | $ | - |  |  | $ | - |
Total assets |  | $ | 25,184,866 |  |  | $ | 25,184,866 |
Total liabilities |  | $ | 5,471,259 |  |  | $ | 5,471,259 |
| Note 19. Discontinued Operations – Sale of E-Core E-Core, Technology Inc. and its subsidiaries On October 21, 2022, the Company acquired E-Core Technology, Inc. (“E-Core”) d/b/a New England Technology, Inc., a Florida corporation (“New England Technology”). The following table summarizes the consideration transferred to acquire E-Core and the amount of identified assets acquired, and liabilities assumed at the acquisition date. Fair value of consideration transferred:
Cash |  | $ | 100,000 |
Cash payment, 120 days |  |  | 3,000,000 |
Note payable |  |  | 5,189,718 |
Note payable 2 |  |  | 4,684,029 |
Convertible note payable, convertible at $4.81 per common share |  |  | 2,418,860 |
Common stock, 1,247,402 shares valued at $4.81 per common share, the calculated closing price on October 21, 2022 |  |  | 6,000,000 |
|  | $ | 21,039,765 |
Recognized amounts of identifiable assets acquired, and liabilities assumed: |  |  |  |
Cash |  | $ | 1,014,610 |
Accounts receivable |  |  | 6,699,945 |
Inventory |  |  | 7,750,011 |
Prepaid expenses |  |  | 75,721 |
Trade name |  |  | 1,727,249 |
Customer relationships |  |  | 5,080,305 |
Accrued liabilities |  |  | (192,051 | )
Line of credit |  |  | (7,201,079 | )
Total identifiable net assets |  | $ | 14,635,673 |
Goodwill |  | $ | 6,404,092 |
The business was acquired through membership interest purchase agreement on October 21, 2022. There was no contingent consideration payable under the asset purchase agreement, although a provision was used to adjust the purchase price based on the final working capital transferred to the Company. The purchase price was decreased by $33,803, net and was repaid to the Company with an adjustment to the $3,000,000 cash payment. The final purchase price allocation was completed by an independent consulting firm and is no longer subject to change. The three notes payable were discounted by $2,707,393. The discount amortization for the year ended June 30, 2024 and June 30, 2023 was $1,112,676 and $969,098, respectively. On August 1, 2024, the Company closed a sale transaction in which, effective as of June 30, 2024, it sold 100% of the outstanding stock of its wholly owned subsidiary E-Core Technology, Inc., a Florida corporation (d/b/a New England Technology, Inc.) (“E-core”), to E-Core Holdings, LLC, a Florida limited liability company (the “Buyer”) pursuant to the terms of an Agreement to Unwind Securities Purchase Agreement dated July 31, 2024 (the “Agreement”). The principals of the Buyer are the three individuals from whom the Company acquired E-core in October 2022. The purchase price in the transaction was $2,000,000 paid by the Buyer to the Company at closing. In addition, in connection with the closing of the transaction (i) the Company was released as a guarantor from E-core’s commercial loan facility, and (ii) all subordinated promissory notes issued by the Company in connection with the Company’s initial acquisition of E-core were cancelled and any outstanding principal and interest thereunder was deemed paid in full. The Agreement contains standard representations and warranties, conditions to closing, and covenants, for a transaction of this nature. Summary of discontinued operations:
|  | Years ended June 30, |
|  | 2024 |  |  | 2023 |
Discontinued Operations |  |  |  |  |  |
Revenue |  | $ | 8,707,268 |  |  | $ | 36,623,864 |
Cost of sales |  | $ | 2,051,854 |  |  | $ | 30,334,483 |
Sales, general and administrative expenses |  | $ | 6,076,257 |  |  | $ | 4,026,910 |
Depreciation and amortization |  | $ | 425,263 |  |  | $ | 1,144,313 |
Other expenses |  | $ | (59,742 | ) |  | $ | 37,824 |
Income from discontinued operations |  | $ | 213,636 |  |  | $ | 1,080,379 |
Accounts receivable net of allowance for doubtful accounts |  | $ | - |  |  | $ | 5,796,903 |
Fixed assets, net of accumulated depreciation |  | $ | - |  |  | $ | - |
Total assets |  | $ | - |  |  | $ | 22,400,484 |
Total liabilities |  | $ | - |  |  | $ | 3,401,983 |
Fair value of consideration the Company was paid:
Acquisition payable, paid August 5, 2024 |  | $ | 2,000.000 |
Assumption of debt and accrued interest |  |  | 10,636,309 |
|  | $ | 12,636,309 |
Recognized amounts of identifiable assets, liabilities and intangible assets transferred: |  |  |  |
Cash |  | $ | 51,976 |
Accounts receivable |  |  | 5,301,212 |
Inventory |  |  | 1,870,687 |
Prepaid expenses |  |  | 56,476 |
Fixed assets |  |  | - |
Liabilities |  |  | (3,428,549 | )
Total identifiable assets |  |  | 3,851,802 |
Total goodwill and intangible assets |  |  | 10,521,833 |
Total assets transferred |  |  | 14,373,635 |
Purchase price |  | $ | 12,636,309 |
Loss on sale of E-core |  | $ | 1,737,326 |

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