What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2021-10-13 compared with 2020-10-09 · 271 added, 116 removed, 299 unchanged (56% of the section changed)

6 unchanged sentences

indicated below are as follows:

Fiscal Year Ended

June 30, 2020

Quarter Ended

September 30, 2019

$ 0.1000  

$ 0.0050  

Quarter Ended

December 31, 2019

$ 0.0160  

$ 0.0015  

Quarter Ended March

$ 0.0034  

$ 0.0007  

Quarter Ended June

$ 0.0020  

$ 0.0002  

Fiscal Year Ended

June 30, 2019

Quarter Ended

September 30, 2018

$ 1.44  

$ 0.16  

Quarter Ended

December 31, 2018

$ 0.47  

$ 0.06  

Quarter Ended March

$ 0.30  

$ 0.01  

Quarter Ended June

$ 0.23  

$ 0.04  

October 9, 2020, there were 930 stockholders of record of our

Year Ended June 30, 2021

Ended September 30, 2020

Ended December 31, 2020

Ended March 31, 2021

Ended June 30, 2021

Year Ended June 30, 2020

Ended September 30, 2019

 $0.1000 

 $0.0050 

Ended December 31, 2019

 $0.0160 

 $0.0015 

Ended March 31, 2020

 $0.0034 

 $0.0007 

Ended June 30, 2020

 $0.0020 

 $0.0002 

September 30, 2021, there were 4,800 stockholders of record of our

Common Stock.

Dividend Policy

not paid any cash dividends and do not anticipate or contemplate

paying dividends in the foreseeable future.

We have not declared or paid any cash dividends on our common stock

and do not anticipate declaring or paying any cash dividends in the

foreseeable future.

We currently expect to retain future earnings,

if any, for the development of our business.

Recent Sales of Unregistered Securities

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principal and accrued interest of its convertible notes payable, at

an average contract conversion price of $0.0004 per share. 

The fair value of the shares issued was $1,059,572, resulting in a

loss on debt settlement of $593,907.

an average contract conversion price of $0.00037 per share.

fair value of the shares issued was $2,422,722.

Stock Based Compensation and Stock Based Consulting Services

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$2,809,000, or $0.0128 per share.

the fiscal year ended June 30, 2021 the Company issued 375,934,483

shares of its $0.0001 par value common stock pursuant to the

cashless exercise of warrants.

The warrant shares were valued at

$211,411, or 0.00061 per share.

All the securities described above were issued in transactions

exempt from registration under the Securities Act, as transactions

not involving a public offering, pursuant to Section 4(a)(2) of the

Securities Act or Regulation D promulgated thereunder.

recipient of such securities

represented its intention to acquire the securities for investment

purposes only and not with a view to or for sale in connection with

any distribution thereof

the fiscal year ended June 30, 2021 the Company issued 225,000,000

shares of its $0.0001 par value common stock to four investors as

commitment shares pursuant to the issuance of promissory

Rule 10B-18 Transactions

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proliferation of geographically dispersed IT assets.

March 2019, the Company entered into a license agreement with The

MITRE Corporation to commercialize and sell CyGraph, a cybersecurity application that

is a tool for cyber

warfare analytics, visualization, and knowledge

In March 2019, Visium entered into a software license agreement

with MITRE Corporation to license a patented technology,

known as CyGraph, a tool for cyber warfare analytics,

visualization, and knowledge management.

CyGraph is a military-grade highly scalable big

data analytics tool for Cybersecurity, based on graph database

The development of the technology was sponsored by, and

is currently in use by US Army Cyber Command.

CyGraph provides

advanced analytics for cybersecurity situational awareness that is

scalable, flexible, and comprehensive.

Visium has completed

significant proprietary product development efforts to

commercialize CyGraph.

During fiscal 2021 the

Company rebranded CyGraph as TruContext TM

the enhanced version of the software tool which resulted from

significant proprietary development of the

Results of Operations

Development Expense

year ended June 30, 2021, development expense totaled $258,168 as

compared to $35,500 for the year ended June 30, 2020, an increase

of $222,668 or approximately 627%.

Selling, General, and Administrative Expenses

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expenses were $3,879,158 as compared to $917,993 for the year ended

June 30, 2019, a decrease of $1,803,474 or approximately 67.1%.

the years ended June 30, 2020 and 2019 selling, general and

June 30, 2020, an increase of $2,961,165 or approximately 322.6%.

For the years ended June 30, 2021 and 2020 selling, general and

administrative expenses consisted of the following:

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based compensation

decrease in selling, general and administrative expenses during

increase in selling, general and administrative expenses during

fiscal 2021, when compared with the prior year, is primarily due to

a decrease in stock-based compensation, legal expenses, and

salaries, offset by increases in salary expense, and stock-based

consulting expense.

Amortization Expense

relationships

$ 141,970  

increase in amortization expense is due to the amortization of the

customer relationships intangible asset resulting from the

acquisition of Threat Surface Solutions Group, LLC in 

an increase in stock-based compensation, legal expenses, and

salaries, offset by increases in accounting expenses.

Change in Fair Value of Derivative Liability

Gain (loss) on

change in fair value of derivative liabilities

$ 385,367  

$ (183,130  

in fair value of derivative liabilities results from the changes in

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liability expense

Company issued convertible notes in January 2019 and October 2019

Company issued convertible notes in January 2021 and June 2021

which provisions contained variable price conversion terms,

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(loss) on debt write off/conversions

During the twelve months ended June 30, 2020 the Company incurred

losses on the convertible note conversions, which were valued at

fair value on the date of the respective conversions, totaling

In March 2019, the Company obtained a legal opinion to extinguish

In June 2021 the Company obtained a legal opinion to extinguish

aged debt totaling $787,272 as detailed in the following table.

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under the applicable statute of limitations.

payable and accrued expenses

interest expense

notes payable

interest payable

notes payable

Loss on impairment

2019 Management determined that the intangible asset attributed to

the purchase of Threat Surface Solutions Group, LLC had no future

benefit to the Company.

As a result, the net book value of the

asset was written off in full, as follows:

intangible asset as of date of impairment

of contingent liability

Liquidity and Capital Resources

and Capital Resources

Balance at June 30,

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convertible notes, and accrued interest

30, 2020 and 2019, 100% of our total assets consisted of

30, 2021 our total assets consisted of cash and prepaid license

At June 30, 2020 our total assets consisted entirely of

not have any material commitments for capital

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ongoing operating requirements through June 30, 2021.

As of October

9, 2020, we had approximately $2,600 on hand.

We may need to raise

funds to enhance our working capital and use them for strategic

If such need arises, we intend to generate proceeds from

either debt or equity financing.

September 30, 2021, we had approximately $1.0 million on hand.

may need to raise funds to enhance our working capital and use them

for strategic purposes.

If such need arises, we intend to generate

proceeds from either debt or equity financing.

intend to finance our operations using equity financing.

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loss on change in derivative liability

conversion expense

in assets and liabilities

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and accrued expenses

Discount on note

cash used in operations

flows from financing activities:

from officers

from sale of common stock

from officers, net

of convertible notes payable

from issuance of short term notes payable

from issuance of convertible notes payable, net of debt issuance

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Year ended June 30, 2021

cash used in operations in fiscal year 2020 decreased by $459,987

cash used in operations in fiscal year 2021 increased by $685,883

or 646% from fiscal year 2020.

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sale of three convertible notes that netted the Company $838,595,

and through advances of cash made to the Company by its officers

and directors of $40,340.

and from the sale of three short term notes payable that netted the

Company $225,000.

Year ended June 30, 2020

cash used in operations in fiscal year 2019 increased by $504,328

cash used in operations in fiscal year 2020 decreased by $459,987

or 81% from fiscal year 2019.

This cash was obtained through the sale

of 2,505,500 shares of the Company’s $0.0001 par value common

stock, at a per share price of $0.10, or $250,501, the sale of

convertible notes totaling $300,000, which netted the Company

$282,500, and advances from directors of

This increase in cash was due to the

sale of three convertible notes that netted the Company $78,000,

and through advances of cash made to the Company by its officers

and directors of $40,340.

Capital Raising Transactions

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and 2020, respectively, from the issuance of convertible notes

We generated net proceeds of $225,000 during fiscal 2021

from the issuance of short term notes payable.

Convertible Notes Payable

Company had convertible promissory notes aggregating approximately

$873,000 and 1.075 million outstanding at June 30, 2020 and 2019,

$809,000 and $853,000 outstanding at June 30, 2021 and 2020,

respectively.

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Company had promissory notes aggregating approximately $430,000 at

June 30, 2020 and 2019, respectively.

The related accrued interest

amounted to approximately $175,000 and $159,000 at June 30, 2020

June 30, 2021 and $205,000 at June 30, 2020.

The related accrued

interest amounted to approximately $203,400 and $175,000 at June

30, 2021 and 2020, respectively.

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Interest is generally payable monthly.

promissory notes have matured as of June 30, 2020.

these notes have matured as of June 30, 2021.

Common Stock Warrants

January and February 2021, we issued 39,370,677 warrants with a two

year life, and fixed exercise prices ranging from $0.0055 to $0.02

An additional 9,239,130 warrant shares were issued due

to repricing certain warrants with a $0.02 exercise price to a

$0.0115 exercise price.

January 2019 we issued 500,000 warrants with a three year life and

a conversion price of $0.15 per share.

These warrants have price protection

provisions that allow for the reduction in the current exercise

price upon the occurrence of certain events, including the

Company ’

issuance of common stock or securities convertible into or

exercisable for common stock, such as options and warrants, at a

price per share less than the exercise price then in effect.

instance, if the Company issues shares of its common stock or

These warrants had price

protection provisions that allow for the reduction in the current

exercise price upon the occurrence of certain events, including the

Company’s issuance of common stock or securities convertible

into or exercisable for common stock, such as options and warrants,

at a price per share less than the exercise price then in effect.

For instance, if the Company issues shares of its common stock or

options exercisable for or securities convertible into common stock

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effect immediately prior to such adjustment.

Because it is

indeterminate whether there is a sufficient number of authorized

and unissued shares exists at the assessment date, the Company

calculates a derivative liability associated with the warrants in

accordance with FASB ASC Topic 815-40-25.

holders of the warrants issued in 2019 exercised all of their

warrants on a cashless basis, during the three months ended

December 31, 2020.

Due to the price protection features of these

warrants, the Company issued 374,500,000 warrant shares to these

warrant holders.

summary of the status of the Company’s outstanding common

stock warrants as of June 30, 2020 and changes during the period

ending on that date is as follows:

stock warrants as of June 30, 2021 and changes during the fiscal

year ending on that date is as follows:

Weighted Average

1 unchanged sentence

Stock Warrants

at June 30, 2019

at June 30, 2020

at beginning of year

due to repricing

(375,934,483)

at end of period

exercisable at end of period

average fair value of warrants granted during the

average fair value of warrants granted due to repricing during the

Derivative Liability

1 unchanged sentence

balance sheet at fair value.

Current and Future Impact of COVID-19

The COVID-19 pandemic continues to have a material negative impact

on capital markets.

While we continue to incur operating losses, we

are currently dependent on debt or equity financing to fund our

operations and execute our business plan.

We believe that the

impact on capital markets of COVID-19 may make it more costly and

more difficult for us to access these sources of

Off-Balance Sheet Arrangements

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Critical Accounting Policies

Company’s critical accounting policies are as

identified the policies below as critical to our understanding of

the results of our business operations.

We discuss the impact and

any associated risks related to these policies on our business

operations throughout Management’s Discussion and Analysis of

Financial Condition and Results of Operations where such policies

affect our reported and expected financial results.

ordinary course of business, we have made a number of estimates and

assumptions in preparing our financial statements in conformity

with accounting principles generally accepted in the United States

of America (“GAAP”).

Actual results could differ

significantly from those estimates and assumptions.

The following

critical accounting policies are those that are most important to

the portrayal of our consolidated financial statements.

summary of our significant accounting policies, including the

critical accounting policies discussed below, refer to Note 2 -

“Summary of Significant Accounting Policies”

in the notes to consolidated financial statements for the year

ended June 30, 2021 included elsewhere in this Annual Report on

consider the following accounting policies to be those most

important to the portrayal of our results of operations and

financial condition:

Revenue Recognition

recognize revenue in accordance with the Financial Accounting

Standards Board’s (“FASB”), Accounting Standards

Codification (“ASC”) ASC 606, Revenue from Contracts

with Customers (“ASC 606”).

Revenues are recognized

when control is transferred to customers in amounts that reflect

the consideration the Company expects to be entitled to receive in

exchange for those goods.

Revenue recognition is evaluated through

the following five steps:

(i) identification of the contract, or

contracts, with a customer;

(ii) identification of the performance

obligations in the contract;

(iii) determination of the transaction

(iv) allocation of the transaction price to the performance

obligations in the contract;

and (v) recognition of revenue when or

as a performance obligation is satisfied.

Company recognizes revenue when performance obligations under the

terms of a contract with the customer are satisfied.

Product sales

occur once control is transferred upon delivery to the customer.

Revenue is measured as the amount of consideration the Company

expects to receive in exchange for transferring products.

event any discounts, sales incentives, or similar arrangements are

agreed to with a customer, such amounts are estimated at time of

sale and deducted from revenue.

Sales taxes and other similar taxes

are excluded from revenue.

Instruments - The Company evaluates and accounts for conversion

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interest rate, as well as the expected dividend rate.

compute share based payments in accordance with the provisions of

ASC Topic 718, Compensation

Stock Compensation and related interpretations.

such, compensation cost is measured on the date of grant at the

fair value of the share-based payments.

Such compensation amounts,

if any, are amortized over the respective vesting periods of the

stock awards are granted at the discretion of the compensation

committee of our board of directors (the “Board of

Directors”).

These awards are restricted as to the transfer

of ownership and generally vest over the requisite service periods

(vesting on a straight–line basis).

The fair value of a stock

award is equal to the fair market value of a share of our common

stock on the grant date.

estimate the fair value of stock options and warrants by using the

Cox, Ross & Rubinstein Binomial Tree model.

The Cox, Ross &

Rubinstein valuation model requires the development of assumptions

that are inputs into the model.

These assumptions are the expected

stock volatility, the risk–free interest rate, the expected

life of the option, the dividend yield on the underlying stock and

the expected forfeiture rate.

Expected volatility is calculated

based on the historical volatility of our common stock over the

expected term of the option.

Risk–free interest rates are

calculated based on continuously compounded risk–free rates

for the appropriate term.

the appropriate fair value model and calculating the fair value of

equity–based payment awards requires the input of the

subjective assumptions described above.

The assumptions used in

calculating the fair value of equity–based payment awards

represent management’s best estimates, which involve inherent

uncertainties and the application of management’s judgment.

We are required to estimate the expected forfeiture rate and

recognize expense only for those shares expected to

account for share–based payments granted to

non–employees in accordance with ASC 505–50,

“Equity Based Payments to Non–Employees.”

determine the fair value of the stock–based payment as either

the fair value of the consideration received or the fair value of

the equity instruments issued, whichever is more readily

determinable.

If the fair value of the equity instruments issued is

used, it is measured using the stock price and other measurement

assumptions as of the earlier of either (1) the date at which a

commitment for performance by the counterparty to earn the equity

instruments is reached, or (2) the date at which the

counterparty’s performance is complete.

enter into financing arrangements that consist of freestanding

derivative instruments or are hybrid instruments that contain

embedded derivative features.

We recognize derivative instruments

as either assets or liabilities in the balance sheet and measure

such derivative instruments at fair values with gains or losses

recognized in earnings.

Embedded derivatives that are not clearly

and closely related to the host contract are bifurcated and are

recognized at fair value with changes in fair value recognized as

either a gain or loss in earnings.

The fair values of derivative

financial instruments are estimated using various techniques (and

combinations thereof) that are considered consistent with the

objective measuring fair values.

In selecting the appropriate

technique, the nature of the instrument, the market risks that it

embodies and the expected means of settlement are considered.

Estimating fair values of derivative financial instruments requires

the development of significant and subjective estimates that may,

and are likely to, change over the duration of the instrument with

related changes in internal and external market factors.

addition, option-based techniques (such as the Cox, Ross &

Rubinstein model) are highly volatile and sensitive to changes in

the trading market price of our common stock.

Since derivative

financial instruments are initially and subsequently carried at

fair values, our income (expense) going forward will reflect the

volatility in these estimates and assumption changes.

Quantitative and Qualitative Disclosures About Market

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity