ACQUISITION OF FOXX TROT TANGO, LLC (Tables)

6 Months Ended

Dec. 31, 2023

Business Combination and Asset Acquisition [Abstract]

SCHEDULE OF PURCHASE PRICE CONSIDERATION

The following table summarizes the aggregate preliminary purchase price consideration paid to acquire Foxx Trot.

	As of July 25, 2023
Convertible promissory notes	$	3,100,000
Contingent consideration (i)		3,400,000
Total purchase price	$	6,500,000

(i) Contingent consideration is based on the following:

Earn-Out Lease Milestones. Seller shall receive up to six hundred and eighty (680) shares of Series L Preferred Stock (“Series L Preferred”) valued at up to $3,400,000, based on the following earn-out lease milestones:

(i)	Lease of 25% of the square footage of the Property, Seller shall receive 25% of the Series L Preferred;
(ii)	Lease of 50% of the square footage of the Property, Seller shall receive 50% of the Series L Preferred;
(iii)	Lease of 75% of the square footage of the Property, Seller shall receive 75% of the Series L Preferred; and
(iv)	Lease of 100% of the Property, Seller shall receive 100% of the Series L Preferred.

SCHEDULE OF FAIR VALUE OF NET ASSETS ACQUIRED

Details regarding the book values and fair values of the net assets acquired are as follows:

	Book Value			Fair Value			Difference
	(Unaudited)			(Unaudited)			(Unaudited)
Cash	$	10,000		$	10,000		$	-
Warehouse building		2,956,583			3,600,000			643,417
Note payable-TK Management Services, LLC		(1.500,000	)		(1,500,000	)		-
Note payable-TXC Services, LLC		(1,600,000	)		(1,600,000	)		-
Net Total	$	(133,417	)	$	510,000		$	643,417

SCHEDULE OF ASSETS ACQUIRED

The following table summarizes the purchase price allocation of fair values of the assets and liabilities assumed at the date of acquisition:

	As of July 25, 2023
Cash	$	10,000
Warehouse building (ii)		3,600,000
		3,610,000
Goodwill (iii)		2,890,000
Total purchase price	$	6,500,000

(ii)	Warehouse Building valued at fair value based on appraisal.
(iii)	Goodwill is recorded when the cost of acquired business exceeds the fair value of the identifiable net assets acquired.

SCHEDULE OF GOODWILL

The changes in the carrying amount of goodwill for the period from July 25, 2023 through December 31, 2023 were as follows:

Balance as of July 25, 2023	$	2,890,000
Additions and adjustments		-
Balance as of December 31, 2023	$	2,890,000