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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Visium Technologies Inc (PK) | USOTC:VISM | OTCMarkets | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
-0.00031 | -6.31% | 0.0046 | 0.0038 | 0.009 | 0.0047 | 0.0046 | 0.0047 | 150,910 | 21:00:05 |
Florida
|
|
7371
|
|
87-0449667
|
(State or other jurisdiction of
incorporation or organization)
|
|
(Primary Standard Industrial
Classification Number)
|
|
(I.R.S. Employer
Identification Number)
|
Title of each class
|
|
Trading Symbol(s)
|
|
Name of each exchange on which registered
|
N/A |
|
N/A
|
|
N/A
|
Large
accelerated filer [ ]
|
|
Accelerated
filer [ ]
|
Non-accelerated
filer [ ]
|
|
Smaller
reporting company [X]
|
|
|
Emerging
growth company [ ]
|
|
|
|
|
|
2
|
|
|
PART I
|
4
|
|
|
Item
1. Business.
|
4
|
Item
1A. Risk Factors.
|
4
|
Item
1B. Unresolved Staff Comments.
|
7
|
Item
2. Properties.
|
7
|
Item
3. Legal Proceedings.
|
7
|
Item
4. Mine Safety Disclosures.
|
7
|
|
|
PART II
|
8
|
|
|
Item
5. Market for Registrant’s Common Equity, Related Stockholder
Matters and Issuer Purchases of Equity Securities.
|
8
|
Item
6. Reserved.
|
9
|
Item
7. Management’s Discussion and Analysis of Financial
Condition and Results of Operations.
|
9
|
Item
7A. Quantitative and Qualitative Disclosures About Market
Risk.
|
14
|
Item
8. Financial Statements and Supplementary Data.
|
14
|
Item
9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
|
14
|
Item
9A. Controls and Procedures.
|
14
|
Item
9B. Other Information.
|
15
|
|
|
PART III
|
16
|
|
|
Item
11. Executive Compensation.
|
19
|
Item
12. Security Ownership of Certain Beneficial Owners and Management
and Related Stockholders Matters.
|
20
|
Item
13. Certain Relationship and Related Party Transactions, and
Director Independence.
|
20
|
Item
14. Principal Accountant Fees and Services.
|
22
|
|
|
PART IV
|
23
|
|
|
Item
15. Exhibits and Financial Statement Schedules.
|
23
|
Item 16. Form 10-K Summary.
|
23
|
|
●
|
fluctuations
in digital currency and stock market prices and trading volumes of
similar companies;
|
|
|
|
|
●
|
general
market conditions and overall fluctuations in U.S. equity
markets;
|
|
|
|
|
●
|
sales
of large blocks of our common stock, including sales by our
executive officers, directors and significant
stockholders;
|
|
|
|
|
●
|
discussion
of us or our stock price by the press and by online investor
communities; and
|
|
|
|
|
●
|
other
risks and uncertainties described in these risk
factors.
|
|
High
|
|
Low
|
Quarter
Ended September 30, 2020
|
$0.0017
|
|
$0.0004
|
Quarter
Ended December 31, 2020
|
$0.0109
|
|
$0.0004
|
Quarter
Ended March 31, 2021
|
$0.0500
|
|
$0.0040
|
Quarter
Ended June 30, 2021
|
$0.0188
|
|
$0.00595
|
|
High
|
|
Low
|
Quarter
Ended September 30, 2019
|
$0.1000
|
|
$0.0050
|
Quarter
Ended December 31, 2019
|
$0.0160
|
|
$0.0015
|
Quarter
Ended March 31, 2020
|
$0.0034
|
|
$0.0007
|
Quarter
Ended June 30, 2020
|
$0.0020
|
|
$0.0002
|
|
|
2021
|
|
|
2020
|
|
|
Increase/
(Decrease)
|
|
|
% Change
|
|
||||
Accounting
expense
|
|
$
|
50,305
|
|
|
$
|
5,581
|
|
|
$
|
44,724
|
|
|
|
56.3
|
%
|
Consulting
fees
|
|
|
56,455
|
|
|
|
103,800
|
|
|
|
(47,345
|
)
|
|
|
(157.8
|
%)
|
Salaries
|
|
|
374,000
|
|
|
|
336,000
|
|
|
|
38,000
|
|
|
|
11.3
|
%
|
Legal
and professional fees
|
|
|
144,180
|
|
|
|
59,550
|
|
|
|
84,630
|
|
|
|
142.1
|
%
|
Travel
expense
|
|
|
1,459
|
|
|
|
9,786
|
|
|
|
(8,327
|
)
|
|
|
(85.1
|
%)
|
Occupancy
expense
|
|
|
369
|
|
|
|
4,719
|
|
|
|
(4,350
|
)
|
|
|
(92.2
|
%)
|
Telephone
expense
|
|
|
3,630
|
|
|
|
3,600
|
|
|
|
30
|
|
|
|
0.8
|
%
|
Marketing
expense
|
|
|
5,877
|
|
|
|
8,199
|
|
|
|
(2,322
|
)
|
|
|
(28.3
|
%)
|
Website
expense
|
|
|
6,284
|
|
|
|
2,951
|
|
|
|
3,333
|
|
|
|
112.9
|
%
|
Investor
relations expense
|
|
|
15,000
|
|
|
|
20,000
|
|
|
|
(5,000
|
)
|
|
|
(25.0
|
%)
|
Stock
based consulting expense
|
|
|
372,553
|
|
|
|
198,735
|
|
|
|
173,818
|
|
|
|
87.5
|
%
|
Stock
based compensation
|
|
|
2,809,000
|
|
|
|
148,000
|
|
|
|
2,661,000
|
|
|
|
1798.0
|
%)
|
Other
|
|
|
40,046
|
|
|
|
17,072
|
|
|
|
22,974
|
|
|
|
134.6
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
3,879,158
|
|
|
$
|
917,993
|
|
|
$
|
2,961,165
|
|
|
|
322.6
|
%
|
|
|
Years ended
|
|
|||||
|
|
June 30,
|
|
|||||
|
|
2021
|
|
|
2020
|
|
||
Gain on
change in fair value of derivative liabilities
|
|
$
|
1,844,460
|
|
|
$
|
385,367
|
|
|
|
Years Ended
|
|
|
|
|
||||||
|
|
June 30,
|
|
|
%
|
|
||||||
|
|
2021
|
|
|
2020
|
|
|
Change
|
|
|||
Derivative
liability expense
|
|
$
|
1,059,282
|
|
|
$
|
61,396
|
|
|
|
1,625.3
|
%
|
|
|
Years Ended
|
|
|
|
|
||||||
|
|
June 30,
|
|
|
%
|
|
||||||
|
|
2021
|
|
|
2020
|
|
|
Change
|
|
|||
Interest
Expense
|
|
$
|
442,167
|
|
|
$
|
323,021
|
|
|
|
36.9
|
%
|
|
|
Years Ended
|
|
|||||
|
|
June 30,
|
|
|||||
|
|
2021
|
|
|
2020
|
|
||
Gain
(loss) on debt write off/conversions
|
|
$
|
607,271
|
|
|
$
|
(593,907
|
)
|
Accrued
interest payable
|
|
$
|
385,803
|
|
Convertible
notes payable
|
|
|
401,469
|
|
|
|
$
|
787,272
|
|
|
|
Balance at June 30,
|
|
|||||
|
|
2021
|
|
|
2020
|
|
||
Cash
|
|
$
|
125,166
|
|
|
$
|
30,251
|
|
Accounts
payable and accrued expenses
|
|
|
(425,804
|
)
|
|
|
(333,805
|
)
|
Accrued
compensation
|
|
|
(672,529
|
)
|
|
|
(652,529
|
)
|
Notes,
convertible notes, and accrued interest
|
|
$
|
(1,735,057
|
)
|
|
$
|
(1,883,784
|
)
|
|
|
Years Ended
|
|
|||||
|
|
June 30,
|
|
|||||
|
|
2021
|
|
|
2020
|
|
||
Cash
flows from operating activities:
|
|
|
|
|
|
|
|
|
Net
loss
|
|
$
|
(3,373,459
|
)
|
|
$
|
(1,542,450
|
)
|
Non-cash
Adjustments:
|
|
|
|
|
|
|
|
|
(Gain)
loss on debt settlement and write off expense
|
|
|
(607,271
|
)
|
|
|
593,907
|
|
Stock
based compensation
|
|
|
3,163,000
|
|
|
|
346,735
|
|
Amortization of
debt discount
|
|
|
305,499
|
|
|
|
206,249
|
|
Derivative
liability expense
|
|
|
1,059,282
|
|
|
|
61,396
|
|
(Gain)
loss on change in derivative liability
|
|
|
(1,844,460
|
)
|
|
|
(385,367
|
)
|
Warrant
conversion expense
|
|
|
211,411
|
|
|
|
-
|
|
Changes
in assets and liabilities
|
|
|
|
|
|
|
|
|
Accrued
interest
|
|
|
96,007
|
|
|
|
145,941
|
|
Accrued
compensation
|
|
|
20,000
|
|
|
|
336,000
|
|
Accounts payable
and accrued expenses
|
|
|
445,850
|
|
|
|
130,832
|
|
Prepaid
license fees
|
|
|
(55,417
|
)
|
|
|
-
|
|
Discount on note
payable
|
|
|
(213,082
|
)
|
|
|
-
|
|
Net
cash used in operations
|
|
|
(792,640
|
)
|
|
|
(106,757
|
)
|
|
|
|
|
|
|
|
|
|
Cash
flows from financing activities:
|
|
|
|
|
|
|
|
|
Advance
from officers, net
|
|
|
(102,340
|
)
|
|
|
40,340
|
|
Repayment
of convertible notes payable
|
|
|
(73,700
|
)
|
|
|
-
|
|
Proceeds
from issuance of short term notes payable
|
|
|
225,000
|
|
|
|
-
|
|
Proceeds
from issuance of convertible notes payable, net of debt issuance
costs
|
|
|
838,595
|
|
|
|
78,000
|
|
Net
cash provided by financing activities
|
|
|
887,555
|
|
|
|
118,340
|
|
|
|
|
|
|
|
|
|
|
Net
increase in cash
|
|
$
|
94,915
|
|
|
$
|
11,583
|
|
|
|
Balance at
|
|
|
Balance at
|
|
||
|
|
June 30, 2021
|
|
|
June 30, 2020
|
|
||
Convertible
notes payable
|
|
$
|
1,205,228
|
|
|
$
|
852,962
|
|
Discount
on convertible notes
|
|
|
(396,033
|
)
|
|
|
-
|
|
Notes
payable, net of discount
|
|
$
|
809,195
|
|
|
$
|
852,962
|
|
|
Number of
|
Weighted Average
|
|
Warrants
|
Exercise Price
|
Common
Stock Warrants
|
|
|
Balance
at beginning of year
|
500,000
|
$0.15
|
Granted
|
46,838,209
|
$0.011
|
Granted
due to repricing
|
347,761,534
|
0.0002
|
Exercised
|
(375,934,483)
|
0.0002
|
Forfeited
|
(7,000,000)
|
0.0002
|
Balance
at end of period
|
12,165,260
|
$0.011
|
|
|
|
Warrants
exercisable at end of period
|
12,165,260
|
$0.011
|
|
|
|
Weighted
average fair value of warrants granted due to repricing during the
period
|
|
$72,992
|
|
●
|
While
we have processes in place, there are no formal written policies
and procedures related to certain financial reporting
processes;
|
|
|
|
|
●
|
There
is no formal documentation in which management specified financial
reporting objectives to enable the identification of risks,
including fraud risks; and
|
|
|
|
|
●
|
Our
Board of Directors consists of four members, however we lack the
resources and personnel to implement proper segregation of duties
or other risk mitigation systems.
|
Name
|
|
Age
|
|
Position
|
Mark
Lucky
|
|
62
|
|
Chairman
of the Board, Chief Executive Office, Chief Financial
Officer
|
Thomas
Grbelja (1)(2)
|
|
62
|
|
Director
|
Emmanuel
Esaka, MD
|
|
48
|
|
Director
|
Paul
Favata (1)(2)
|
|
56
|
|
Director
|
|
●
|
Appoint,
compensate, and oversee the work of the independent registered
public accounting firm employed by our company to conduct the
annual audit. This firm will report directly to the audit
committee;
|
|
|
|
|
●
|
Resolve
any disagreements between management and the auditor regarding
financial reporting;
|
|
|
|
|
●
|
Pre-approve
all auditing and permitted non-audit services performed by our
external audit firm;
|
|
|
|
|
●
|
Retain
independent counsel, accountants, or others to advise the committee
or assist in the conduct of an investigation;
|
|
|
|
|
●
|
Seek
any information it requires from employees - all of whom are
directed to cooperate with the committee’s requests - or
external parties;
|
|
|
|
|
●
|
Meet
with our officers, external auditors, or outside counsel, as
necessary; and
|
|
|
|
|
●
|
The
committee may delegate authority to subcommittees, including the
authority to pre-approve all auditing and permitted non-audit
services, provided that such decisions are presented to the full
committee at its next scheduled meeting.
|
|
●
|
satisfy
the independence requirements of Section 10A(m)(3) of the
Securities Exchange Act of 1934, and all rules and regulations
promulgated by the SEC as well as the rules imposed by the stock
exchange or other marketplace on which our securities may be listed
from time to time, and
|
|
|
|
|
●
|
meet
the definitions of “non-employee director” for purposes
of SEC Rule 16b-3 and “outside director” for purposes
of Section 162(m) of the Internal Revenue Code.
|
|
●
|
compensation
of our executives,
|
|
|
|
|
●
|
equity-based
compensation plans, including, without limitation, stock option and
restricted stock plans, in which officers or employees may
participate and
|
|
|
|
|
●
|
arrangements
with executive officers relating to their employment relationships
with our company, including employment agreements, severance
agreements, supplemental pension, or savings arrangements, change
in control agreements and restrictive covenants.
|
|
●
|
satisfy
the independence requirements of Section 10A(m)(3) of the
Securities Exchange Act of 1934, and all rules and regulations
promulgated by the SEC as well as the rules imposed by the stock
exchange or other marketplace on which our securities may be listed
from time to time, and
|
|
|
|
|
●
|
meet
the definitions of “non-employee director” for purposes
of SEC Rule 16b-3 and “outside director” for purposes
of Section 162(m) of the Internal Revenue Code.
|
|
●
|
conflicts
of interest,
|
|
|
|
|
●
|
financial
reporting responsibilities,
|
|
|
|
|
●
|
insider
trading,
|
|
|
|
|
●
|
inappropriate
and irregular conduct,
|
|
|
|
|
●
|
political
contributions, and
|
|
|
|
|
●
|
compliance
with laws.
|
Name and Principal Position
|
|
Year
|
|
Salary ($)(1)
|
|
|
Bonus ($)
|
|
|
Stock Awards ($)
|
|
|
Option Awards ($)
|
|
|
Non-Equity Incentive Plan Compensation ($)
|
|
|
Non-Qualified Deferred Compensation Earnings ($)
|
|
|
All Other Compensation ($)
|
|
|
Total ($)
|
|
||||||||
Mark
Lucky (1)
|
|
2021
|
|
|
374,000
|
|
|
|
-
|
|
|
|
1,906,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
2,280,000
|
|
Chief
Executive Officer and Chief Financial Officer
|
|
2020
|
|
|
336,000
|
|
|
|
-
|
|
|
|
87,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
423,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Amounts
includes accrued compensation for Mr. Lucky. Actual amounts paid to
Mr. Lucky were $354,000 and $0 for 2021 and 2020,
respectively.
|
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
STOCK AWARDS
|
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
Equity
|
|
||||
|
|
|
Equity
|
Incentive
|
|||||||||||||
|
|
|
Incentive
|
Plan
|
|||||||||||||
|
|
Market
|
Plan
|
Awards:
|
|||||||||||||
|
Number
|
Value
|
Awards:
|
Market
|
|||||||||||||
|
of
|
of
|
Number
|
or Payout
|
|||||||||||||
|
Shares
|
Shares
|
of
|
Value of
|
|||||||||||||
|
or
|
or
|
Unearned
|
Unearned
|
|||||||||||||
|
Units
|
Units
|
Shares,
|
Shares,
|
|||||||||||||
|
of
|
of
|
Units or
|
Units or
|
|||||||||||||
|
Stock
|
Stock
|
Other
|
Other
|
|||||||||||||
|
That
|
That
|
Rights
|
Rights
|
|||||||||||||
|
Have
|
Have
|
That
|
That
|
|||||||||||||
|
Not
|
Not
|
Have Not
|
Have Not
|
|||||||||||||
|
Vested
|
Vested
|
Vested
|
Vested
|
|||||||||||||
Name
|
(#)
|
($)
|
(#)
|
(#)
|
|||||||||||||
(a)
|
(g)
|
(h)
|
(i)
|
(j)
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Mark Lucky
|
|
|
|
60,000,000
|
|
|
$
|
360,000
|
|
|
|
-
|
|
|
|
-
|
|
|
|
FY2021
|
|
|
FY2020
|
|
||||||||||
|
|
Common Shares
|
|
|
|
|
|
Common Shares
|
|
|
|
|
||||
Name
|
|
Granted/Vested
|
|
|
Expense
|
|
|
Granted/Vested
|
|
|
Expense
|
|
||||
Tom
Grbelja
|
|
|
76,000,000
|
|
|
$
|
857,000
|
|
|
|
58,000,000
|
|
|
$
|
43,000
|
|
Paul
Favata
|
|
|
2,000,000
|
|
|
|
23,000
|
|
|
|
20,000,000
|
|
|
|
6,000
|
|
Emmanuel
Esaka
|
|
|
2,000,000
|
|
|
|
23,000
|
|
|
|
40,000,000
|
|
|
|
12,000
|
|
|
|
|
80,000,000
|
|
|
$
|
903,000
|
|
|
|
118,000,000
|
|
|
$
|
61,000
|
|
●
|
each
person known by us to be the beneficial owner of more than 5% of
our Common Stock;
|
●
|
our
director;
|
●
|
each of
our executive officers named in the compensation tables in Item 11;
and
|
●
|
all of
our executive officers and director as a group.
|
Amount and Nature of Beneficial Ownership
|
||||||||||||||||||||
|
|
COMMON STOCK
|
|
|
Series AA Preferred Stock Ownership
|
|
|
|
|
|||||||||||
|
|
AMOUNT OF
|
|
|
|
|
|
AMOUNT OF
|
|
|
|
|
|
% OF
VOTING
|
|
|||||
|
|
BENEFICIAL
|
|
|
% OF
|
|
|
BENEFICIAL
|
|
|
% OF
|
|
|
CONTROL
|
|
|||||
NAME
|
|
OWNERSHIP
|
|
|
CLASS
|
|
|
OWNERSHIP
|
|
|
CLASS
|
|
|
(1)
|
|
|||||
Mark
Lucky
|
|
|
419,622,464
|
|
|
|
11.57
|
%
|
|
|
1
|
|
|
|
100
|
%
|
|
|
57.18
|
%
|
Tom
Grbelja
|
|
|
147,969,860
|
|
|
|
4.08
|
%
|
|
|
|
|
|
|
|
|
|
|
2.10
|
%
|
Emmanuel
Esaka
|
|
|
99,672,438
|
|
|
|
2.75
|
%
|
|
|
|
|
|
|
|
|
|
|
1.38
|
%
|
Paul
Favata
|
|
|
28,833,334
|
|
|
|
0.79
|
%
|
|
|
|
|
|
|
|
|
|
|
0.42
|
%
|
Officers
and directors as a group
|
|
|
696,098,096
|
|
|
|
19.19
|
%
|
|
|
1
|
|
|
|
100
|
%
|
|
|
61.08
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
696,098,096
|
|
|
|
19.19
|
%
|
|
|
1
|
|
|
|
100
|
%
|
|
|
61.08
|
%
|
(1)
|
Percent of Voting Control is based upon the number of outstanding
shares of our common stock and our Series AA Preferred Stock as of
September 30, 2021, 2020. On that date, we had 3,512,404,577
outstanding shares of common stock with one vote per share, and 1
share of Series AA Preferred Stock outstanding with voting rights
equal to 51% of the outstanding common shares.
|
Plan category
|
|
Number of securities to be issued upon exercise of outstanding
options, warrants and rights (a)
|
|
|
Weighted-average exercise price of outstanding options, warrants
and rights (b)
|
|
|
Number of securities remaining available for future issuance under
equity compensation plans (excluding securities reflected in column
(a)) (c)
|
|
|||
Equity
compensation plans approved by security holders
|
|
|
|
|
|
|
|
|
|
|
|
|
2021
Employee Stock Compensation Plan
|
|
|
16,000,000
|
|
|
$
|
0.015
|
|
|
|
104,000,000
|
|
Equity
compensation plans not approved by security holders
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Total
|
|
|
16,000,000
|
|
|
$
|
0.015
|
|
|
|
104,000,000
|
|
|
●
|
The
amounts involved exceeded or will exceed the lesser of $120,000 or
1% of the average of our total assets at year-end for the last two
completed fiscal years; and
|
|
|
|
|
●
|
Any of
our directors, executive officers, or holders of more than 5% of
our common stock, or any member of the immediate family of the
foregoing persons, had or will have a direct or indirect material
interest.
|
Fee Category
|
|
2021
|
|
|
2020
|
|
||
Audit
Related Fees Paid to Assurance Dimensions, Inc. (1)
|
|
$
|
35,500
|
|
|
$
|
30,000
|
|
Tax
Fees (2)
|
|
|
-
|
|
|
|
-
|
|
All
Other Fees
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
Total
Fees
|
|
$
|
35,500
|
|
|
$
|
30,000
|
|
|
Page
|
Report of Independent Registered Public Accounting
Firm
|
F-2
|
Consolidated Balance Sheets as of June 30, 2021 and
2020
|
F-3
|
Consolidated Statements of Operations for each of the two years in
the period ended June 30, 2021
|
F-4
|
Consolidated Statements of Changes in Stockholders’ Deficit
for each of the two years in the period ended June 30,
2021
|
F-5
|
Consolidated Statements of Cash Flows for each of the two years in
the period ended June 30, 2021
|
F-6
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
F-7 -
F-21
|
Exhibit No.
|
|
Description of Exhibit
|
|
|
|
2.1
|
|
|
|
|
|
2.2
|
|
Agreement and Plan of Merger by and among Fittipaldi Logistics, Inc., State Petroleum Acquisition Corp. and State Petroleum Distributors, Inc. (30) |
|
|
|
2.3
|
|
|
|
|
|
2.4
|
|
|
|
|
|
3.1
|
|
|
|
|
|
3.2
|
|
|
|
|
|
3.3
|
|
|
|
|
|
3.4
|
|
|
|
|
|
3.5
|
|
|
|
|
|
3.6
|
|
|
|
|
|
3.7
|
|
|
|
|
|
3.8
|
|
|
|
|
|
3.9
|
|
|
|
|
|
3.10
|
|
|
|
|
|
3.11
|
|
|
|
|
|
3.12
|
|
|
|
|
|
3.13
|
|
|
|
|
|
3.14
|
|
|
|
|
|
3.15
|
|
|
|
|
|
3.16
|
|
|
|
|
|
3.17
|
|
|
|
|
|
3.18
|
|
|
|
|
|
4.1
|
|
|
|
|
|
4.2
|
|
|
|
|
|
4.3
|
|
4.4
|
|
|
|
|
|
4.5
|
|
|
|
|
|
4.6
|
|
|
|
|
|
4.7
|
|
|
|
|
|
4.8
|
|
|
|
|
|
4.9
|
|
|
|
|
|
4.10
|
|
|
|
|
|
4.11
|
|
|
|
|
|
4.12
|
|
|
|
|
|
4.13
|
|
|
|
|
|
4.14
|
|
|
|
|
|
4.15
|
|
|
|
|
|
4.16
|
|
|
|
|
|
4.17
|
|
|
|
|
|
4.18
|
|
|
|
|
|
4.19
|
|
|
|
|
|
4.20
|
|
|
|
|
|
4.21
|
|
|
|
|
|
4.22
|
|
|
|
|
|
4.23
|
|
|
|
|
|
4.24
|
|
|
|
|
|
4.25
|
|
|
|
|
|
4.26
|
|
|
|
|
|
4.27
|
|
|
|
|
|
4.28
|
|
|
|
|
|
4.29
|
|
|
|
|
|
4.30
|
|
|
|
|
|
4.31
|
|
|
|
|
|
4.32
|
|
|
|
|
|
4.33
|
|
|
|
|
|
4.34
|
|
|
|
|
|
4.35
|
|
|
|
|
|
4.36
|
|
|
|
|
|
4.37
|
|
4.38
|
|
|
|
|
|
4.39
|
|
|
|
|
|
4.40
|
|
|
|
|
|
4.41
|
|
|
|
|
|
4.42
|
|
|
|
|
|
4.43
|
|
|
|
|
|
4.44
|
|
|
|
|
|
4.45
|
|
|
|
|
|
4.46
|
|
|
|
|
|
4.47
|
|
|
|
|
|
4.48
|
|
|
|
|
|
4.49
|
|
|
|
|
|
4.50
|
|
|
|
|
|
10.1
|
|
|
|
|
|
10.2
|
|
|
|
|
|
10.3
|
|
|
|
|
|
10.4
|
|
|
|
|
|
10.5
|
|
|
|
|
|
10.6
|
|
|
|
|
|
10.7
|
|
|
|
|
|
10.8
|
|
|
|
|
|
10.9
|
|
|
|
|
|
10.10
|
|
|
|
|
|
10.11
|
|
|
|
|
|
10.12
|
|
|
|
|
|
10.13
|
|
|
|
|
|
10.14
|
|
|
|
|
|
10.15
|
|
|
|
|
|
10.16
|
|
|
|
|
|
10.17
|
|
|
|
|
|
10.18
|
|
|
|
|
|
10.19
|
|
|
|
|
|
10.20
|
|
|
|
|
|
10.21
|
|
|
|
|
|
10.22
|
|
|
|
|
|
10.23
|
|
|
|
|
|
10.24
|
|
|
|
|
|
10.25
|
|
|
|
|
|
10.26
|
|
|
|
|
|
10.27
|
|
Amendment
No. 1 to License Agreement, dated May 7,
2020, between The MITRE Corporation and Visium Analytics,
LLC (39)
|
|
|
|
14.1
|
|
|
|
|
|
21.1
|
|
Subsidiaries of Registrant (20)*
|
|
|
|
31.1
|
|
Section 302 Certificate of Chief Executive Officer.*
|
|
|
|
31.2
|
|
Section 302 Certificate of Principal Financial
Officer.*
|
|
|
|
32.1
|
|
Certification of the Chief Executive Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002*
|
|
|
|
32.2
|
|
Certification of the Principal Financial Officer pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002*
|
|
|
|
101.INS
|
|
XBRL
Instance Document *
|
|
|
|
101.SCH
|
|
XBRL
Taxonomy Extension Schema *
|
|
|
|
101.CAL
|
|
XBRL
Taxonomy Extension Calculation Linkbase *
|
|
|
|
101.DEF
|
|
XBRL
Taxonomy Extension Definition Linkbase *
|
|
|
|
101.LAB
|
|
XBRL
Taxonomy Extension Label Linkbase *
|
|
|
|
101.PRE
|
|
XBRL
Taxonomy Extension Presentation Linkbase *
|
*
|
Filed
herewith.
|
|
|
**
|
Furnished
herewith.
|
|
|
(1)
|
Incorporated
by reference to Current Report on Form 8-K filed on March 26,
2003.
|
|
|
(2)
|
Incorporated
by reference to registration statement on Form 10-SB, as
amended.
|
|
|
(3)
|
Incorporated
by reference to definitive Schedule 14C Information Statement filed
on February 2, 2001.
|
|
|
(4)
|
Incorporated
by reference to definitive Schedule 14C Information Statement filed
on April 22, 2003.
|
|
|
(5)
|
Incorporated
by reference to Annual Report on Form 10-K for the fiscal year
ended December 31, 2002.
|
|
|
(6)
|
Incorporated
by reference to Current Report on Form 8-K filed on July 8,
2004.
|
|
|
(7)
|
Incorporated
by reference to Current Report on Form 8-K filed on January 3,
2002.
|
|
|
(8)
|
Incorporated
by reference to Quarterly Report on Form 10-QSB for the period
ended March 31, 2003.
|
|
|
(9)
|
Incorporated
by reference to Preliminary Information Statement on Schedule 14C
filed on July 8, 2004.
|
|
|
(10)
|
Incorporated
by reference to registration statement on Form SB-2, SEC File No.
333-118792, filed on September 3, 2004.
|
|
|
(11)
|
Incorporated
by reference to Amendment No. 1 to registration statement the Form
SB-2, SEC File No. 333-118792, filed on October 20,
2004.
|
|
|
(12)
|
Incorporated
by reference to Amendment No. 3 to the registration statement on
Form SB-2, SEC File No. 333-118792, filed on December 15,
2004.
|
|
|
(13)
|
Incorporated
by reference to Quarterly Report on Form 10-QSB for the period
ended December 31, 2004 filed on February 14, 2005.
|
|
|
(14)
|
Incorporated
by reference to Current Report on Form 8-K/A filed on February 25,
2005.
|
|
|
(15)
|
Incorporated
by reference to Current Report on Form 8-K filed on March 25,
2005.
|
|
|
(16)
|
Incorporated
by reference to Current Report on Form 8-K filed on March 28,
2005.
|
|
|
(17)
|
Incorporated
by reference to Quarterly Report on Form 10-QSB for the period
ended March 31, 2005.
|
|
|
(18)
|
Incorporated
by reference to Current Report on Form 8-K filed on June 3,
2005.
|
|
|
(19)
|
Incorporated
by reference to Current Report on Form 8-K filed on July 28,
2005.
|
|
|
(20)
|
Reserved
|
|
|
(21)
|
Incorporated
by reference to Current Report on Form 8-K filed on February 17,
2006.
|
|
|
(22)
|
Incorporated
by reference to Amendment No. 1 to registration statement the Form
SB-2, SEC File No. 333-131832 filed on May 5, 2006.
|
|
|
(23)
|
Incorporated
by reference to Annual Report on Form 10-K for the fiscal year
ended June 30, 2006 filed on October 13, 2006.
|
|
|
(24)
|
Incorporated
by reference to Current Report on Form 8-K filed on October 17,
2006.
|
|
|
(25)
|
Incorporated
by reference to Current Report on Form 8-K filed on October 24,
2006.
|
|
|
(26)
|
Incorporated
by reference to Current Report on Form 8-K filed on January 26,
2007.
|
|
|
(27)
|
Incorporated
by reference to Current Report on Form 8-K filed on April 30,
2007.
|
|
|
(28)
|
Incorporated
by reference to Current Report on Form 8-K filed on July 25,
2007.
|
|
|
(29)
|
Incorporated
by reference to Annual Report on Form 10-KSB filed on October 15,
2007.
|
|
|
(30)
|
Incorporated
by reference to Current Report on Form 8-K filed on November 15,
2007.
|
|
|
(31)
|
Incorporated
by reference to Current Report on Form 8-K filed on December 31,
2007.
|
|
|
(32)
|
Incorporated
by reference to Current Report on Form 8-K filed on March 25,
2008.
|
|
|
(33)
|
Incorporated
by reference to Current Report on Form 8-K filed on June 13,
2008.
|
|
|
(34)
|
Incorporated
by reference to Current Report on Form 8-K filed on October 16,
2008.
|
|
|
(35)
|
Incorporated
by reference to Registration Statement on Form 10-12G/A filed on
June 14, 2013.
|
|
|
(36)
|
Incorporated
by reference to Current Report on Form 8-K filed on July 27,
2019.
|
|
|
(37)
|
Incorporated
by reference to Current Report on Form 8-K filed on January 10,
2019.
|
|
|
(38)
|
Incorporated
by reference to Current Report on Form 8-K filed on January 16,
2019.
|
|
|
(39)
|
Incorporated
by reference to Exhibit 10.18 to Current Report on Form 8-K filed
on May 13, 2020
|
|
|
|
|
By:
|
/s/ Mark Lucky
|
|
|
Mark
Lucky
|
|
|
Chief
Executive Officer
|
|
SIGNATURE
|
|
TITLE
|
|
DATE
|
|
|
|
|
|
|
|
By:
|
/s/ Mark Lucky
|
|
Chief
Executive Officer and Chief Financial Officer
|
|
October
13, 2021
|
|
|
|
(principal
accounting officer)
|
|
|
Report of Independent Registered Public Accounting
Firm
|
F-2
|
|
|
Financial
Statements:
|
|
|
|
Consolidated Balance Sheets
|
F-3
|
|
|
Consolidated Statements of Operations
|
F-4
|
|
|
Consolidated Statements of Changes in Stockholders’
Deficit
|
F-5
|
|
|
Consolidated Statements of Cash Flows
|
F-6
|
|
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
F-7 -
F-17
|
|
F-1
|
|
|
We have served as
the Company’s auditor since 2017.
|
|
|
|
Margate,
Florida
October 13,
2021
|
|
F-2
|
|
|
|
F-3
|
|
|
|
|
FOR THE YEAR ENDED
|
|
|||||
|
|
June 30, 2021
|
|
|
June 30, 2020
|
|
||
|
|
|
|
|
|
|
||
Revenues
|
|
$
|
25,000
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
Operating
expenses:
|
|
|
|
|
|
|
|
|
Selling,
general and administrative
|
|
|
3,879,158
|
|
|
|
917,993
|
|
Development
expense
|
|
|
258,168
|
|
|
|
35,500
|
|
Total
operating expenses
|
|
|
4,137,326
|
|
|
|
953,493
|
|
|
|
|
|
|
|
|
|
|
Loss
from operations
|
|
|
(4,112,326
|
)
|
|
|
(953,493
|
)
|
|
|
|
|
|
|
|
|
|
Other
income (expense)
|
|
|
|
|
|
|
|
|
Gain on
change in fair value of derivative liabilities
|
|
|
1,844,460
|
|
|
|
385,367
|
|
Derivative
liability expense
|
|
|
(1,059,282
|
)
|
|
|
(61,396
|
)
|
Interest
expense
|
|
|
(442,171
|
)
|
|
|
(323,021
|
)
|
Gain
(loss) on debt settlement
|
|
|
28,863
|
|
|
|
(593,907
|
)
|
Gain on
debt write off
|
|
|
578,408
|
|
|
|
-
|
|
Warrant
exercise expense
|
|
|
(211,411
|
)
|
|
|
-
|
|
Other
income
|
|
|
-
|
|
|
|
4,000
|
|
Total
other income (expense)
|
|
|
738,867
|
|
|
|
(588,957
|
)
|
|
|
|
|
|
|
|
|
|
Net
loss
|
|
$
|
(3,373,459
|
)
|
|
$
|
(1,542,450
|
)
|
|
|
|
|
|
|
|
|
|
Weighted
average common shares
|
|
|
|
|
|
|
|
|
Basic
and diluted
|
|
|
1,977,488,957
|
|
|
|
312,626,670
|
|
|
|
|
|
|
|
|
|
|
Net
loss Per Common Share –Basic and Diluted:
|
|
$
|
(0.002
|
)
|
|
$
|
(0.005
|
)
|
|
F-4
|
|
|
|
|
Preferred
|
|
|
Preferred
|
|
|
Preferred
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
|
|
Stock -
|
|
|
Stock -
|
|
|
Stock -
|
|
|
Common
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
|
|
Series A
|
|
|
Series B
|
|
|
Series AA
|
|
|
Stock
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
|
|
$0.001
|
|
|
$0.001
|
|
|
$0.001
|
|
|
$0.0001
|
|
|
Additional
|
|
|
|
|
|
Total
|
|
|||||||||||||||||||||||
|
|
Par Value
|
|
|
Par Value
|
|
|
Par Value
|
|
|
Par Value
|
|
|
Paid-in
|
|
|
Accumulated
|
|
|
Stockholders’
|
|
|||||||||||||||||||||||
|
|
Shares
|
|
|
Amount
|
|
|
Shares
|
|
|
Amount
|
|
|
Shares
|
|
|
Amount
|
|
|
Shares
|
|
|
Amount
|
|
|
Capital
|
|
|
Deficit
|
|
|
Deficit
|
|
|||||||||||
Balance at June 30, 2019
|
|
|
13,992,340
|
|
|
$
|
13,992
|
|
|
|
1,327,640
|
|
|
$
|
1,328
|
|
|
|
1
|
|
|
$
|
0
|
|
|
|
42,066,269
|
|
|
$
|
4,207
|
|
|
$
|
43,184,984
|
|
|
$
|
(46,449,128
|
)
|
|
$
|
(3,244,617
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares issued as compensation to directors and
officers
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
348,000,000
|
|
|
|
34,800
|
|
|
|
113,200
|
|
|
|
|
|
|
|
148,000
|
|
Shares issued for consulting services
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
199,850,000
|
|
|
|
19,985
|
|
|
|
178,750
|
|
|
|
|
|
|
|
198,735
|
|
Shares issued for conversion of notes payable
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
954,210,518
|
|
|
|
95,421
|
|
|
|
964,151
|
|
|
|
|
|
|
|
1,059,572
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss for the year ended June 30, 2021
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,542,450
|
)
|
|
|
(1,542,450
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at June 30, 2020
|
|
|
13,992,340
|
|
|
$
|
13,992
|
|
|
|
1,327,670
|
|
|
$
|
1,328
|
|
|
|
1
|
|
|
$
|
0
|
|
|
|
1,544,126,787
|
|
|
$
|
154,413
|
|
|
$
|
44,441,085
|
|
|
$
|
(47,991,578
|
)
|
|
$
|
(3,380,760
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares issued as compensation to directors and
officers
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
220,000,000
|
|
|
|
22,000
|
|
|
|
2,787,000
|
|
|
|
|
|
|
|
2,809,000
|
|
Shares issued for consulting services
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
56,666,669
|
|
|
|
5,667
|
|
|
|
348,333
|
|
|
|
|
|
|
|
354,000
|
|
Shares issued for conversion of notes payable
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
524,543,160
|
|
|
|
52,454
|
|
|
|
338,585
|
|
|
|
|
|
|
|
391,039
|
|
Commitment shares issued pursuant to financings
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
225,000,000
|
|
|
|
22,500
|
|
|
|
110,529
|
|
|
|
|
|
|
|
133,029
|
|
Shares issued upon exercise of stock warrants
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
375,934,483
|
|
|
|
37,593
|
|
|
|
173,818
|
|
|
|
|
|
|
|
211,411
|
|
Amortization of deferred compensation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
18,553
|
|
|
|
|
|
|
|
18,553
|
|
Net loss for the year ended June 30, 2021
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3,373,459
|
)
|
|
|
(3,373,459
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at June 30, 2021
|
|
|
13,992,340
|
|
|
$
|
13,992
|
|
|
|
1,327,670
|
|
|
$
|
1,328
|
|
|
|
1
|
|
|
$
|
0
|
|
|
|
2,946,271,099
|
|
|
$
|
294,627
|
|
|
$
|
48,217,903
|
|
|
$
|
(51,365,037
|
)
|
|
$
|
(2,837,187
|
)
|
|
F-5
|
|
|
|
F-6
|
|
|
|
F-8
|
|
|
Level
1:
|
Observable
inputs such as quoted market prices in active markets for identical
assets or liabilities.
|
|
|
Level
2:
|
Observable
market-based inputs or unobservable inputs that are corroborated by
market data.
|
|
|
Level
3:
|
Unobservable
inputs for which there is little or no market data, which require
the use of the reporting entity’s own
assumptions.
|
|
F-9
|
|
|
|
F-10
|
|
|
|
|
For the Years ended June 30,
|
|
|||||
|
|
2021
|
|
|
2020
|
|
||
Weighted
average common shares outstanding
|
|
|
1,977,488,957
|
|
|
|
312,626,670
|
|
Effect
of dilutive securities-when applicable:
|
|
|
|
|
|
|
|
|
Convertible
promissory notes
|
|
|
142,079,692
|
|
|
|
1,014,701,330
|
|
Preferred
Stock
|
|
|
13,996,767
|
|
|
|
13,996,767
|
|
Warrants
|
|
|
12,165,260
|
|
|
|
500,000
|
|
Fully
diluted earnings per share—adjusted weighted-average shares
and assumed conversions
|
|
|
2,145,730,676
|
|
|
|
1,341,824,767
|
|
|
F-11
|
|
|
|
|
Year Ended June 30,
|
|
|||||
|
|
2021
|
|
|
2020
|
|
||
Effective
exercise price
|
|
$
|
0.00361
– $0.02
|
|
|
$
|
0.00032
– $0.00091
|
|
Effective
market price
|
|
$
|
0.006
|
|
|
$
|
0.0008
|
|
Expected
volatility
|
|
|
96.4%
to 304.0
|
%
|
|
|
323.22%
to 335.47
|
%
|
Risk-free
interest
|
|
|
0.05% -
0.25
|
%
|
|
|
0.05
|
%
|
Expected
terms
|
|
|
60 -
711 days
|
|
|
|
60 -
559 days
|
|
Expected
dividend rate
|
|
|
0
|
%
|
|
|
0
|
%
|
|
F-12
|
|
|
|
|
June 30,
|
|
|||||
|
|
2021
|
|
|
2020
|
|
||
Convertible
notes payable
|
|
$
|
1,205,228
|
|
|
$
|
852,962
|
|
Discount
on convertible notes
|
|
|
(396,033
|
)
|
|
|
-
|
|
Convertible
notes, net
|
|
|
809,195
|
|
|
|
852,962
|
|
|
|
|
|
|
|
|
|
|
Convertible
notes payable to ASC Recap
|
|
|
147,965
|
|
|
|
147,965
|
|
Total
|
|
$
|
957,160
|
|
|
$
|
1,000,927
|
|
Accrued
interest expense
|
|
$
|
385,803
|
|
Convertible
notes payable
|
|
|
401,469
|
|
|
|
$
|
787,272
|
|
|
|
Amount
|
|
|
Adjustment
|
|
Conversion
|
|
Shares
|
Converted
|
|
Conversion
|
to
|
|
Price
|
Name
|
Issued
|
Principal
|
Interest
|
Expense
|
Fair Value
|
Total
|
Per Share
|
FirstFire
Global Opportunities Fund LLC
|
49,000,000
|
$
14,725
|
$
-
|
$
1,200
|
$
18,375
|
$
34,300
|
$
0.0003
|
Auctus
Funds, LLC
|
414,144,160
|
74,928
|
3,603
|
4,500
|
177,005
|
260,036
|
0.0002
|
Labrys
|
61,399,000
|
77,203
|
18,000
|
1,500
|
-
|
97,603
|
0.0016
|
TOTAL
|
524,543,160
|
$
166,856
|
$
21,603
|
$
7,200
|
$
195,380
|
$
391,039
|
$
0.00037
|
|
F-13
|
|
|
Accrued
interest payable at June 30, 2020
|
|
$
|
677,857
|
|
Interest
expense on notes payable for the year ended June, 2021
|
|
|
136,360
|
|
Write
off of accrued interest
|
|
|
(385,803
|
)
|
Payments
of accrued interest
|
|
|
(40,662
|
)
|
Conversion
of accrued interest into common stock
|
|
|
(21,603
|
)
|
Accrued
interest payable at June 30, 2021
|
|
$
|
366,149
|
|
Interest
expense for the year ended June 30, 2021
|
|
$
|
136,668
|
|
Amortization
of debt discount
|
|
|
305,499
|
|
Total
interest expense for the year ended June 30, 2021
|
|
$
|
442,167
|
|
|
Number of
|
Weighted Average
|
|
Warrants
|
Exercise Price
|
Common
Stock Warrants
|
|
|
Balance
at beginning of year
|
500,000
|
$0.15
|
Granted
|
46,838,209
|
$0.011
|
Granted
due to repricing
|
347,761,534
|
0.0002
|
Exercised
|
(375,934,483)
|
0.0002
|
Forfeited
|
(7,000,000)
|
0.0002
|
Balance
at end of period
|
12,165,260
|
$0.011
|
|
|
|
Warrants
exercisable at end of period
|
12,165,260
|
$0.011
|
|
|
|
Weighted
average fair value of warrants granted due to repricing during the
period
|
|
$72,992
|
|
F-14
|
|
|
|
|
Year ended June 30,
|
|
|||||
|
|
2021
|
|
|
2020
|
|
||
Expected
volatility
|
|
|
369.76%
- 496.27
|
%
|
|
|
-
|
%
|
Expected
term
|
|
|
4
Years
|
|
|
|
-
|
|
Risk-free
interest rate
|
|
|
0.76%-0.84
|
%
|
|
|
-
|
%
|
Forfeiture
Rate
|
|
|
0.00
|
%
|
|
|
-
|
%
|
Expected
dividend yield
|
|
|
0.00
|
%
|
|
|
-
|
%
|
|
|
|
|
|
Weighted Average
|
|
|
Aggregate
|
|
|
Weighted
|
|
||||||||
|
|
|
|
|
Exercise
|
|
|
Grant Date
Fair
|
|
|
Intrinsic
|
|
|
Average
Remaining
|
|
|||||
|
|
Shares
|
|
|
Price
|
|
|
Value
|
|
|
Value
|
|
|
Term (Yrs)
|
|
|||||
Options
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At June
30, 2020
|
|
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
0
|
|
|
|
|
|
Granted
|
|
|
16,000,000
|
|
|
|
0.015
|
|
|
|
-
|
|
|
|
0
|
|
|
|
4.96
|
|
Exercised
|
|
|
-
|
|
|
|
.-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
Forfeiture
and cancelled
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At June
30, 2021
|
|
|
16,000,000
|
|
|
$
|
0.015
|
|
|
$
|
-
|
|
|
$
|
0
|
|
|
|
4.96
|
|
|
|
Outstanding Options
|
|
|
Vested Options
|
|
||||||||||||||||||
|
|
Number
|
|
|
|
|
|
|
|
|
Number
|
|
|
|
|
|
|
|
||||||
|
|
Outstanding
|
|
|
Weighted
|
|
|
Weighted
|
|
|
Exercisable
|
|
|
Weighted
|
|
|
Weighted
|
|
||||||
|
|
at
|
|
|
Averaged
|
|
|
Averaged
|
|
|
at
|
|
|
Averaged
|
|
|
Averaged
|
|
||||||
|
|
June 30,
|
|
|
Remaining
|
|
|
Exercise
|
|
|
June 30,
|
|
|
Exercise
|
|
|
Remaining
|
|
||||||
Range of Exercise Price
|
|
2020
|
|
|
Life
|
|
|
Price
|
|
|
2020
|
|
|
Price
|
|
|
Life
|
|
||||||
$0.01
|
|
|
8,000,000
|
|
|
|
5.00
|
|
|
$
|
0.01
|
|
|
|
1,333,333
|
|
|
$
|
0.01
|
|
|
|
5.00
|
|
$0.02
|
|
|
8,000,000
|
|
|
|
4.92
|
|
|
$
|
0.02
|
|
|
|
250,000
|
|
|
$
|
0.02
|
|
|
|
4.92
|
|
Outstanding
options
|
|
|
16,000,000
|
|
|
|
4.96
|
|
|
$
|
0.015
|
|
|
|
1,583,333
|
|
|
$
|
0.015
|
|
|
|
4.96
|
|
|
|
For the Year ended
|
|
|||||||||||||
|
|
June 30, 2021
|
|
|
June 30, 2020
|
|
||||||||||
|
|
|
|
|
Weighted
|
|
|
|
|
|
Weighted
|
|
||||
|
|
|
|
|
Average
|
|
|
|
|
|
Average
|
|
||||
|
|
|
|
|
Grant Date
|
|
|
|
|
|
Grant Date
|
|
||||
|
|
Shares
|
|
|
Fair Value
|
|
|
Shares
|
|
|
Fair Value
|
|
||||
Unvested
at beginning of period
|
|
|
666,659
|
|
|
$
|
0.06
|
|
|
|
3,544,447
|
|
|
$
|
0.06
|
|
Granted
|
|
|
198,000,000
|
|
|
$
|
0.0115
|
|
|
|
-
|
|
|
$
|
-
|
|
Forfeited
|
|
|
-
|
|
|
|
-
|
|
|
|
(1,227,788
|
)
|
|
|
0.06
|
|
Vested
|
|
|
(66,666,659
|
)
|
|
$
|
0.0115
|
|
|
|
(1,650,000
|
)
|
|
$
|
0.06
|
|
Unvested
at end of period
|
|
|
132,000,000
|
|
|
$
|
0.0115
|
|
|
|
666,659
|
|
|
$
|
0.06
|
|
|
|
2021
|
|
|
2020
|
|
||
Statutory
federal rate
|
|
|
(21.7
|
)%
|
|
|
(21.0
|
)%
|
State
income tax rate, net of federal benefit
|
|
|
(3.6
|
)%
|
|
|
(3.6
|
)%
|
Permanent
differences, including stock-based compensation
|
|
|
8.6
|
%
|
|
|
8.6
|
%
|
Change
in valuation allowance
|
|
|
16.7
|
%
|
|
|
16.0
|
%
|
Effective
tax rate
|
|
|
0.0
|
%
|
|
|
0.0
|
%
|
|
|
June 30, 2021
|
|
|
June 30, 2020
|
|
||
Tax
benefit of net operating loss carry forward
|
|
$
|
7,245,000
|
|
|
$
|
7,047,000
|
|
Intangible
|
|
|
-
|
|
|
|
-
|
|
Total
deferred tax assets
|
|
|
7,245,000
|
|
|
|
7,047,000
|
|
|
|
|
|
|
|
|
|
|
Less:
valuation allowance
|
|
|
(7,245,000
|
)
|
|
|
(7,047,000
|
)
|
Net
deferred tax assets
|
|
$
|
-
|
|
|
$
|
-
|
|
|
F-15
|
|
|
|
F-16
|
|
|
|
|
Fair Value Measurements at
|
|
|||||||||
|
|
June 30, 2021:
|
|
|||||||||
|
|
(Level 1)
|
|
|
(Level 2)
|
|
|
(Level 3)
|
|
|||
Derivative
liability – Convertible notes
|
|
|
|
|
|
|
|
|
|
|
115,047
|
|
Derivative
liability – Warrants
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
69,334
|
|
Total
derivative liability
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
184,381
|
|
|
F-17
|
|
|
1 Year Visium Technologies (PK) Chart |
1 Month Visium Technologies (PK) Chart |
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