$NGTF

NightFood Holdings, Inc.

CIK:0001593001|SEC Filings

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Mar. 31, 2026	Mar. 31, 2025	Mar. 31, 2026	Mar. 31, 2025
Income Statement [Abstract]
Revenues - net	$ 2,709,023	$ 1,264	$ 5,681,079	$ 1,681
Costs and expenses
Cost of sales	724,361		1,974,415
Depreciation and amortization	1,063,102		2,414,226
General and administrative expenses	5,091,316	1,566,833	11,143,240	1,977,559
Total costs and expenses	6,878,779	1,566,833	15,531,881	1,977,559
Loss from operations	(4,169,756)	(1,565,569)	(9,850,802)	(1,975,878)
Other income (expense)
Interest income		3,811		70,900
Other income	6,101		38,524
Loss on debt extinguishment				(113,955)
Derivative expense	(590,630)	(611,583)	(1,486,387)	(611,583)
Interest expense (including amortization of debt discount)	(1,956,735)	(336,432)	(4,131,634)	(981,199)
Change in fair value of derivative liabilities	1,290,823		2,028,810
Total other income (expense) - net	(1,250,441)	(944,204)	(3,550,687)	(1,635,837)
Net loss from continuing operations	(5,420,197)	(2,509,773)	(13,401,489)	(3,611,715)
Net loss from discontinued operations	(487)	(31,779)	(3,050)	(174,054)
Net loss before provision for income taxes	(5,420,684)	(2,541,552)	(13,404,539)	(3,785,769)
Provision for income taxes
Net loss	(5,420,684)	(2,541,552)	(13,404,539)	(3,785,769)
Deemed dividend on Series B Preferred Stock				(11,566)
Net loss available to common stockholders	$ (5,420,684)	$ (2,541,552)	$ (13,404,539)	$ (3,774,203)
Loss per share - continuing operations - basic	$ (0.02)	$ (0.02)	$ (0.07)	$ (0.03)
Loss per share - continuing operations - diluted	(0.02)	(0.02)	(0.07)	(0.03)
Loss per share - discontinuing operations - basic	(0.00)	(0.00)	(0.00)	(0.00)
Loss per share - discontinuing operations - diluted	(0.00)	(0.00)	(0.00)	(0.00)
Loss per share - basic	(0.02)	(0.02)	(0.07)	(0.03)
Loss per share - diluted	$ (0.02)	$ (0.02)	$ (0.07)	$ (0.03)
Weighted average number of shares - basic	266,907,045	128,957,407	193,095,368	128,945,181
Weighted average number of shares - diluted	266,907,045	128,957,407	193,095,368	128,945,181

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Mar. 31, 2026	Mar. 31, 2025
Operating activities
Net loss	$ (13,404,539)	$ (3,785,769)
Less: net loss - discontinued operations	(3,050)	(174,054)
Net loss - continuing operations	(13,401,489)	(3,611,715)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation and amortization	2,174,582	3,970
Amortization of right-of-use asset	243,951
Loss on debt extinguishment		113,955
Derivative expense	1,486,387	611,583
Change in fair value of derivative liabilities	(2,028,810)
Amortization of debt discount	2,031,240	186,318
Bad debt expense	58,769
Stock issued for services	366,720	48,801
Stock issued for intellectual property	253,400
Stock issued for financing costs		995
Vesting of Series C - preferred stock - issued as compensation	1,810,840	1,077,800
Interest expense incurred in connection with increase in debt principal	48,805	73,750
Increase (decrease) in
Accounts receivable	(188,366)	(50,809)
Inventory	(18,668)	(187)
Prepaids and other	(13,790)	57,470
Accounts payable and accrued expenses	(221,571)	1,445,898
Accounts payable and accrued expenses - related party	2,271,092	(613,476)
Deferred revenues	4,071
Operating lease liability	(3,176)
Net cash used in operating activities - continuing operations	(5,126,013)	(655,647)
Net cash used in operating activities - discontinued operations	(89,964)	(9,607)
Net cash used in operating activities	(5,215,977)	(665,254)
Investing activities
Cash acquired in acquisitions	1,269,000	28,253
Acquisition of property and equipment	(252,179)	(39,700)
Acquisition costs secured by debt		(283,343)
Net cash provided by (used in) investing activities	1,016,821	(294,790)
Financing activities
Proceeds from common stock issued for cash	894,423
Repayments on notes payable	(18,272)
Proceeds from convertible notes payable	3,903,248	959,650
Repayments on mortgage notes payable	(197,783)
Net cash provided by (used in) financing activities	4,581,616	959,650
Net increase (decrease) in cash	382,460	(394)
Cash - beginning of period	350,231	148,294
Cash - end of period	732,691	147,900
Supplemental disclosure of cash flow information
Cash paid for interest	1,674,399
Cash paid for income tax
Supplemental disclosure of non-cash investing and financing activities
Issuance of Series C - convertible preferred stock in connection with acquisition of Rancho Mirage	42,280,080
Issuance of Series C - convertible preferred stock in connection with acquisition of Victorville	39,000,060
Contingent consideration arrangement - Series C - convertible preferred stock - Victorville	7,125,000
Contingent consideration arrangement - Series C - convertible preferred stock - Rancho Mirage	4,800,000
Forgiveness of pre-existing relationship with target acquiree	2,652,671
Net deficit of Victorville and Rancho Mirage acquisitions	2,617,000
Discounts in connection with issuance of debt and warrants - convertible notes payable	4,596,471	855,076
Right-of-use asset obtained in exchange for new operating lease liability	2,091,012
Common stock issued in connection with conversion of convertible notes payable	1,200,107
Warrants issued as deferred offering costs	258,723
Cashless exercise of warrants	2,466
Conversion of accounts payable into convertible note payable - related party	73,927
Issuance of Series C - convertible preferred stock in connection with acquisition of SWC		4,399,982
Issuance of Series C - convertible preferred stock in connection with acquisition of Skytech		528,000
Deemed dividend associated with Series B, convertible preferred stock - dilutive warrant adjustments		11,566
Common stock issued in connection with conversion of preferred stock		83
Net equity of SWC acquired		2,575,187
Net equity of Skytech acquired		$ 262,150

Condensed Consolidated Balance Sheets (Unaudited) - USD ($)	Mar. 31, 2026	Jun. 30, 2025
Current Assets
Cash	$ 732,691	$ 350,231
Accounts receivable - net	259,812	46,215
Inventory	385,159	319,491
Deferred offering costs	258,723
Prepaids and other	247,320	61,529
Total Current Assets	1,883,705	777,466
Property and equipment - net	23,453,185	240,824
Operating lease - right-of-use asset	1,847,061
Goodwill	95,686,177	4,504,177
Intangible assets - net	6,107,303	1,802,067
Total Assets	128,977,431	7,324,534
Current Liabilities
Deferred revenue	573,796	557,725
Convertible notes payable - net	5,534,235	4,271,103
Mortgage notes payable	424,595
Notes payable - net	5,180,828	1,576,250
Operating lease liability	338,240
Liabilities of discontinued operations	392,091	479,005
Total Current Liabilities	25,381,978	11,466,233
Long Term Liabilities
Convertible notes payable - net	215,340	447,241
Convertible notes payable - related parties - net	154,523	20,149
Mortgage notes payable	18,861,622
Notes payable - net		14,024
Operating lease liability	1,749,596
Total Long Term Liabilities	20,981,081	481,414
Total Liabilities	46,363,059	11,947,647
Commitments and Contingencies
Temporary Equity
Total Temporary Equity		12,709,061
Stockholders’ Deficit
Preferred stock value
Common stock - $0.001 par value, 900,000,000 shares authorized 506,271,889 and 136,961,021 shares outstanding, respectively	506,273	136,961
Additional paid-in capital	142,265,941	29,284,708
Accumulated deficit	(60,158,383)	(46,753,844)
Total Stockholders’ Equity (Deficit)	82,614,372	(17,332,174)
Total Liabilities, Temporary Equity and Stockholders’ Equity (Deficit)	128,977,431	7,324,534
Series B Convertible Preferred Stock [Member]
Temporary Equity
Total Temporary Equity		5,065,421
Stockholders’ Deficit
Preferred stock value
Series C Convertible Preferred Stock [Member]
Temporary Equity
Total Temporary Equity		7,415,730
Stockholders’ Deficit
Preferred stock value	538
Series D Convertible Preferred Stock [Member]
Temporary Equity
Total Temporary Equity		227,910
Stockholders’ Deficit
Preferred stock value	2
Series A Preferred Stock [Member]
Stockholders’ Deficit
Preferred stock value	1	1
Nonrelated Party [Member]
Current Liabilities
Accounts payable and accrued expenses	5,937,824	3,156,258
Derivative liabilities	4,100,046	805,765
Related Party [Member]
Current Liabilities
Accounts payable and accrued expenses	2,536,550	322,900
Derivative liabilities	$ 363,773	$ 297,227