What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2021-10-13 compared with 2020-10-09 · 608 added, 439 removed, 1517 unchanged (41% of the section changed)

15 unchanged sentences

decisions regarding required disclosure.

Management Report on Internal Control over Financial

Report on Internal Control over Financial Reporting

management is responsible for establishing and maintaining adequate

179 unchanged sentences

are no family relationships among our directors or executive

Corporate Governance

Directors are elected at the annual stockholder meeting or

appointed by our Board of Directors and serve for one year or until

their successors are elected and qualified.

When a new director is

appointed to fill a vacancy created by an increase in the number of

directors, that director holds office until the next election of

one or more directors by stockholders.

Officers are appointed by

our Board of Directors and their terms of office are at the

discretion of our Board of Directors.

Director Compensation

We compensate the Directors with stock as compensation for board

Committees of the Board of Directors

114 unchanged sentences

that for fiscal 2021, all required reports were filed on a timely

basis under Section 16(a), except for Dr Esaka, who had not

yet filed his initial Form 3 or subsequent Form 4 and Form

basis under Section 16(a), except for Dr Esaka, who had not yet

filed his initial Form 3 or subsequent Form 4 and Form

Code of Ethics

38 unchanged sentences

Salary ($)(1)

Stock Awards ($)

Option Awards ($)

3 unchanged sentences

Executive Officer and Chief Financial Officer

Chief Executive Officer

represent accrued compensation for Mr.

Actual amounts paid

includes accrued compensation for Mr.

Actual amounts paid to

Lucky were $354,000 and $0 for 2021 and 2020,

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Outstanding Equity Awards at Fiscal Year-End

are no outstanding equity awards held as of June 30, 2020 by our

Executive Officers and Directors.

following table provides information concerning equity incentive

plan awards for each named executive officer outstanding as of June

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

STOCK AWARDS

or Payout

Value of

Units or

Have Not

Director Compensation

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executive officer of our company.

In February and April 2019

Favata and Grbelja each received restricted stock grants as

compensation for their Board services.

In October 2019 Dr.

received a restricted stock grant as compensation for his Board

The restricted stock grants vest over thirty-six months.

In March 2020, the remaining unvested restricted shares issued to

the directors were vested and the corresponding expense was

recognized as stock-based compensation and included in general and

administrative expense in the statement of operations for the year

ended June 30, 2020.

The following table sets forth the restricted

stock grants issued to Messrs.

In March 2021 Messrs.

Grbelja each received restricted stock grants as compensation for

their Board services.

following table sets forth the restricted stock grants issued to

Favata, Grbelja, and Dr.

compensation for their Board service:

Esaka as compensation for their

Board service:

Common Shares

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Management and Related Stockholders Matters.

October 9, 2020, we had 2,127,470,956 shares of our Common Stock

September 30, 2021, we had 3,512,404,577 shares of our Common Stock

The following table sets forth information regarding

the beneficial ownership of our Common Stock as of October 9, 2020

the beneficial ownership of our Common Stock as of September 30,

2021, 2020 by:

person known by us to be the beneficial owner of more than 5% of

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shares of our common stock and our Series AA Preferred Stock as of

October 9, 2020.

On that date, we had 2,127,470,956 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.

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.

following table sets forth securities authorized for issuance under

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options, warrants and rights (a)

Weighted-average exercise price of outstanding options,warrants and

Weighted-average exercise price of outstanding options, warrants

and rights (b)

Number of securities remaining available for future issuance under

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compensation plans approved by security holders

Employee Stock Compensation Plan

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foregoing persons, had or will have a direct or indirect material

Issuances of Common Stock During 2020

Issuances of Common Stock During Fiscal 2021

fiscal 2021 we issued shares of our common stock as

4 unchanged sentences

an average contract conversion price of $0.00037 per share.

value of the shares issued was $1,059,572, resulting in a loss on

debt settlement of $593,907.

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

Sale of Restricted Common Stock

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

commitment shares related to convertible note transactions, with 4

Stock Based Compensation

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the year ended June 30, 2021 the Company issued and vested

199,850,000 shares of its $0.0001 par value common stock to four

consultants, as compensation under four separate consulting

56,666,669 shares of its $0.0001 par value common stock to three

consultants, as compensation under three separate consulting

The shares were valued at $354,000, or $0.001 per

4 unchanged sentences

Convertible Notes Payable

the year ended June 30, 2019 the Company issued 1,985,327 shares of

its common stock related to the conversion of $201,054 of principal

and accrued interest of its convertible notes payable, at an

average contract conversion price of $0.101 per share.

the year ended June 30, 2020 the Company issued 954,210,518 shares

of its common stock related to the conversion of $333,219 of

principal and accrued interest of its convertible notes payable, at

an average contract conversion price of $0.0003 per share.

value of the shares issued was $1,059,572, resulting in a loss on

debt settlement of $593,907.

Sale of Restricted Common Stock

the year ended June 30, 2019 the Company issued 2,505,000 shares of

its common stock related to the sale of its common stock resulting

in proceeds of $250,501, at an average price of $0.10 per

Acquisition of Threat Surface Solutions Group, LLC

the year ended June 30, 2019 the Company issued 1,538,387 shares of

its common stock related to its acquisition of Threat Surface

Solutions Group, LLC, valued at $500,000, or an average price of

$0.325 per share.

Stock Based Compensation

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of its $0.0001 par value common stock as compensation to its

directors and officers related to the vesting of restricted stock

The shares were valued at $1,901,500, or $0.081 per share,

based on the share price at the time of the

directors and officers.

The shares were valued at $148,000, or

$0.00043 per share, based on the share price at the time of the

transactions.

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Index to Financial Statements and Financial Statement

Form 10-K Summary.

Not Applicable.

Report of Independent Registered Public Accounting

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Corporation (1)

Agreement and Plan of

Merger Between Fittipaldi Logistics, Inc.

and State Petroleum

Distributors, Inc.

and Plan of Merger by and among Fittipaldi Logistics, Inc., State

Petroleum Acquisition Corp.

and State Petroleum Distributors, Inc.

Membership Interest

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Anderson, an Individual, and Visium Technologies, Inc.

Membership Interest Purchase Agreement (37)

Incorporation (2)

First Amendment to

Membership Interest Purchase Agreement by and among Threat

Surface Solutions Group LLC, Acquired Data

Solutions, Inc., Ramparts, LLC, and Kevin Anderson, an Individual,

and Visium Technologies, Inc.

Incorporation of Jaguar

Investments, Inc.

Certificate of

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Agreement by and between the Company and Auctus Fund, LLC

to License Agreement between MITRE Corporation and Visium

Analytics, LLC (39)

1 to License Agreement, 

2020, between The MITRE Corporation and Visium Analytics,

Code of Ethics

8 unchanged sentences

Sarbanes-Oxley Act of 2002*

following materials from the Company’s Annual Report on Form

10-K for the year ended June 30, 2013, formatted in XBRL

(eXtensible Business Reporting Language):

(i) the Balance Sheets,

(ii) the Statements of Operations, (iii) the Statements of Cash

Flows, and (iv) related notes to these financial

statements.**

Instance Document *

Taxonomy Extension Schema *

Taxonomy Extension Calculation Linkbase *

Taxonomy Extension Definition Linkbase *

Taxonomy Extension Label Linkbase *

Taxonomy Extension Presentation Linkbase *

Pursuant to Rule 406T of Regulation S-T, these interactive data

files are deemed “furnished”

“filed”

or part of a registration statement or

prospectus for purposes of Sections 11 or 12 of the Securities Act

of 1933, or deemed “furnished”

“filed”

for purposes of Section 18 of the Securities

and Exchange Act of 1934, and otherwise is not subject to liability

under these sections.

by reference to Current Report on Form 8-K filed on March 26,

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by reference to Current Report on Form 8-K filed on January 16,

by reference to Current Report on Form 8-K filed on May 13,

by reference to Exhibit 10.18 to Current Report on Form 8-K filed

on May 13, 2020

to the requirements of Section 13 or 15(d) of the Securities

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of

Directors and

of Visium Technologies, Inc.

Opinion on the Financial Statements

audited the accompanying consolidated balance sheets of Visium

Technologies, Inc.

(the Company) as of June 30, 2020 and 2019, and

the related consolidated statements of income, stockholders’

deficit and cash flows for each of the years in the two-year period

ended June 30, 2020, and the related notes (collectively referred

to as the consolidated financial statements).

on the Financial Statements

We have audited the

accompanying consolidated balance sheets of Visium Technologies,

(the Company) as of June 30, 2021 and 2020, and the related

consolidated statements of operations, stockholders’

and cash flows for each of the years in the two-year period ended

June 30, 2021, and the related notes (collectively referred to as

the consolidated financial statements).

In our opinion, the

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United States of America.

Explanatory Paragraph- Going Concern

accompanying consolidated financial statements have been prepared

assuming that the Company will continue as a going concern.

discussed in Note 1 to the financial statements, the Company has

suffered recurring losses for the year ended June 30, 2020 the

Company had a net loss of $1,542,450, had net cash used in

operating activities of $106,757, and had negative working capital

of $3,380,760.

These factors raise substantial doubt about its

ability to continue as a going concern.

Management’s plans in

regard to these matters are also described in Note 1.

consolidated financial statements do not include any adjustments

that might result from the outcome of this uncertainty.

Basis for Opinion

consolidated financial statements are the responsibility of the

Company’s management.

Our responsibility is to express an

opinion on the Company’s consolidated financial statements

based on our audits.

We are a public accounting firm registered

with the Public Company Accounting Oversight Board (United States)

(PCAOB) and are required to be independent with respect to the

Company in accordance with the U.S.

federal securities laws and the

applicable rules and regulations of the Securities and Exchange

Commission and the PCAOB.

conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to

obtain reasonable assurance about whether the consolidated

financial statements are free of material misstatement, whether due

to error or fraud.

The Company is not required to have, nor were we

engaged to perform, an audit of its internal control over financial

As part of our audits, we are required to obtain an

understanding of internal control over financial reporting, but not

for the purpose of expressing an opinion on the effectiveness of

the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

audits included performing procedures to assess the risks of

material misstatement of the consolidated financial statements,

whether due to error or fraud, and performing procedures that

respond to those risks.

Such procedures included examining, on a

test basis, evidence regarding the amounts and disclosures in the

consolidated financial statements.

Our audits also included

evaluating the accounting principles used and significant estimates

made by management, as well as evaluating the overall presentation

of the consolidated financial statements.

We believe that our

audits provide a reasonable basis for our opinion.

/s/ Assurance Dimensions

served as the Company’s auditor since 2017.

Paragraph –

Going Concern

The accompanying

consolidated financial statements have been prepared assuming that

the Company will continue as a going concern.

As discussed in Note

1 to the financial statements, the Company has suffered recurring

losses for the year ended June 30, 2021.

The Company had a net loss

of $3,373,459, had net cash used in operating activities of

$792,640, and had negative working capital of $2,837,187.

factors raise substantial doubt about its ability to continue as a

going concern.

Management’s plans in regard to these matters

are also described in Note 1.

The consolidated financial statements

do not include any adjustments that might result from the outcome

of this uncertainty.

These financial

statements are the responsibility of the Company’s

Our responsibility is to express an opinion on the

Company’s consolidated financial statements based on our

We are a public accounting firm registered with the Public

Company Accounting Oversight Board (United States) (PCAOB) and are

required to be independent with respect to the Company in

accordance with the U.S.

federal securities laws and the applicable

rules and regulations of the Securities and Exchange Commission and

We conducted our

audit in accordance with the standards of the PCAOB.

standards require that we plan and perform the audit to obtain

reasonable assurance about whether the financial statements are

free of material misstatement, whether due to error or fraud.

Company is not required to have, nor were we engaged to perform, an

audit of its internal control over financial reporting.

our audit, we are required to obtain an understanding of internal

control over financial reporting, but not for the purpose of

expressing an opinion on the effectiveness of the Company’s

internal control over financial reporting.

Accordingly, we express

no such opinion.

 Our audit

included performing procedures to assess the risks of material

misstatement of the financial statements, whether due to error or

fraud, and performing procedures that respond to those risks.

procedures included examining, on a test basis, evidence regarding

the amounts and disclosures in the financial statements.

also included evaluating the accounting principles used and

significant estimates made by management, as well as evaluating the

overall presentation of the financial statements.

We believe that

our audit provide a reasonable basis for our opinion.

Audit Matters

The critical audit

matters communicated below are matters arising from the current

period audit of the financial statements that were communicated or

required to be communicated to the audit committee and that:

relate to accounts or disclosures that are material to the

financial statements and (2) involved our especially challenging,

subjective, or complex judgments.

The communication of critical

audit matters does not alter in any way our opinion on the

financial statements, taken as a whole, and we are not, by

communicating the critical audit matters below, providing separate

opinions on the critical audit matters or on the accounts or

disclosures to which they relate.

Extinguishment of Debt

Description of the Matter

In June 2021, the

Company obtained a legal opinion to extinguish aged debt totaling

$787,272 as detailed in Note 5.

Each of the individual debt

instruments were determined to be beyond the statute of limitations

and it was determined that the Company has a complete defense to

liability related to this debt under the applicable statute of

Auditing the accuracy of the legal letter and

applicable statue of limitations was based on significant auditor

How We Addressed the Matter in Our Audit

procedures we performed to address this critical audit matter

include the following:

(i) obtaining the legal opinion supporting

the write-off of the liabilities;

(ii) evaluating the expertise and

qualifications of the firm providing the legal opinion and

concluding that they have the necessary expertise to provide such

(iii) substantiating the opinion by attempting to

confirming the specific debts written off either in current or

through past confirmation attempts (iv) reviewing the convertible

note agreements and verifying the dates of those debts that have

been written off and are in fact past the statute of limitations.

Based on these procedures and evidence obtained we concluded that

the debts were appropriately written off.

We have served as

the Company’s auditor since 2017.

VISIUM TECHNOLOGIES, INC.

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notes payable, net of discount of $396,033 and $0,

payable, net of discount of $18,252 and $0,

current liabilities

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3,098,271,081 shares issued and 2,946,271,108 outstanding at June

30, 2020, and 45,610,716 shares issued and 42,066,269 outstanding

at June 30, 2019, respectively (See Note 6)

30, 2021, and 1,544,793,446 shares issued and 1,544,126,787

outstanding at June 30, 2020, respectively (See Note

paid in capital

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income (expense)

(loss) on change in fair value of derivative

change in fair value of derivative liabilities

liability expense

(loss) on debt settlement/write-offs

(loss) on debt settlement

debt write off

exercise expense

other income (expense)

average common shares

1,977,488,957

loss Per Common Share –Basic and Diluted:

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Shares issued for consulting services

Proceeds from sale of common stock

Shares issued for conversion of notes payable

Acquisition of TSSG

Net loss for the year ended June 30, 2021

Balance at June 30, 2020

1,544,126,787

Shares issued as compensation to directors and

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Shares issued for conversion of notes payable

Commitment shares issued pursuant to financings

Shares issued upon exercise of stock warrants

Amortization of deferred compensation

Net loss for the year ended June 30, 2021

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CONSOLIDATED STATEMENTS OF CASH FLOWS

Cash flows from

operating activities:

$ (1,542,450 )

$ (1,757,932 )

Adjustments to

reconcile net loss to net cash used in operating

expense related to intangible asset

141,970  

Amortization of

debt discounts

206,249  

141,667  

payments for consultants, directors, and officers

346,735  

2,076,000  

(Gain) loss on debt

settlement/write-offs

FOR THE YEAR ENDED

June 30, 2021

June 30, 2020

flows from operating activities:

 (1,542,450

(Gain) loss on

to reconcile net loss to net cash used in operating

of debt discounts

  206,249 

based payments for consultants, directors, and

  346,735 

loss on debt settlement/write-offs

  593,907 

change in fair value of derivative liabilities

183,130  

  (385,367

conversion expense

liability expense

61,396  

341,423  

407,002  

operating assets and liabilities:

Accounts payable

and accrued expenses

130,832  

336,000  

160,704  

145,941  

133,189  

Net cash used in

operating activities

Cash flows from

financing activities:

40,340  

41,000  

Proceed from sale

of common stock

250,501  

Proceeds from

convertible notes payable

78,000  

282,500  

Net cash provided

by financing activities

118,340  

574,001  

Net increase in

11,583  

Cash at beginning

18,668  

11,412  

Cash at end of

$ 30,251  

$ 18,668  

  61,396 

in operating assets and liabilities:

payable and accrued expenses

  130,832 

  336,000 

  145,941 

on notes payable

cash used in operating activities

  (106,757

flows from financing activities:

from officers

  40,340 

from convertible notes payable

  78,000 

from short term notes payable

of convertible notes

cash provided by financing activities

  118,340 

increase in cash

  11,583 

beginning of year

  18,668 

DISCLOSURE OF CASH FLOW INFORMATION:

$ 1,235  

Issuance of common

stock for conversion of notes payable and accrued interest (fair

value of the shares issued - $1,059,572

$ 333,220  

$ 201,055  

Change in fair

value of derivative liability related to debt

$ 92,444  

Issuance of common

stock for acquisition of Threat Surface Solutions

of common stock for conversion of notes payable and accrued

interest (fair value of the shares issued - $2,227,062 and

$1,059,572, respectively

333,220 

Change in fair value of derivative liability related

to debt conversions

liability attributable to debt discount on new notes

$ 48,000  

282,500  

accompanying notes to consolidated financial

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(“IOT”).

Company named Mark Lucky as its Chief Executive Officer in February

2018 to provide strategic expertise in pursuing its business

April 2021 the Company created JAJ Advisory, LLC, a Viriginia

limited liability company.

The LLC was established to account for

non-cybersecurity related business activities that the Company may

Going Concern

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this uncertainty.

is in the process of acquiring an operating entity actively engaged

in a business that generates sustained revenues.

considering several additional potential acquisitions and are

investigating various candidates to determine whether they would

have the potential to add value to us for the benefit of our

stockholders.

intend to restrict our consideration of potential business to

communications, services, or technology.

Because we have limited

resources, the scope and number of suitable candidates to merge

with is relatively limited.

Because we may participate in a

business opportunity with a newly formed firm, a firm that is in

the development stage, or a firm that is entering a new phase of

growth, we may incur further risk due to the inability of the

target’s management to have proven its abilities or

effectiveness, or the lack of an established market for the

target’s products or services, or the inability to reach

profitability in the next few years.

business combination or transaction may result in a significant

issuance of shares and substantial dilution to our present

stockholders.

VISIUM TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2020 AND 2019

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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up to $250,000.

During the years ended June 30, 2020 and 2019, the

Company had not reached a bank balance exceeding the FDIC insurance

Derivative Liabilities

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Revenue Recognition

2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic

The revenue recognition principle in ASU 2014-09 is

that an entity should recognize revenue to depict the transfer of

goods or services to customers in an amount that reflects the

consideration to which the entity expects to be entitled in

exchange for those goods or services.

In addition, new and enhanced

disclosures will be required.

Companies may adopt the new standard

either using the full retrospective approach, a modified

retrospective approach with practical expedients, or a cumulative

effect upon adoption approach.

This standard is effective for

reporting periods beginning after December 15, 2019.

Early adoption

is permitted.

The Company early adopted this standard effective

July 1, 2019.

Since the Company has not earned any revenue to date,

there has been no impact to the financial statements upon

revenues are recorded in accordance with ASC 606, which is

recognized when:

(i) a contract with a client has been identified,

(ii) the performance obligation(s) in the contract have been

identified, (iii) the transaction price has been determined, (iv)

the transaction price has been allocated to each performance

obligation in the contract, and (v) the Company has satisfied the

applicable performance obligation over time.

Company accounts for income taxes pursuant to the provisions of ASC

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Consequently, the accounting for share-based payments to

non-employees and employees will be substantially

non-employees and employees is substantially aligned.

ASC Topic 718, “Compensation - Stock Compensation”.

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Recent Accounting Pronouncements

2019, the FASB issued ASU No.

2020-05, Income Taxes (Topic 740):

Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting

118, regarding the accounting implications of the

recently issued Tax Cuts and Jobs Act (the “Act”).

standard is effective immediately.

The update clarifies that in a

company’s financial statements that include the reporting

period in which the Act was enacted, the company must first reflect

the income tax effects of the Act in which the accounting under

GAAP is complete.

These amounts would not be provisional amounts.

The company would also report provisional amounts for those

specific income tax effects for which the accounting under GAAP is

incomplete, but a reasonable estimate can be determined.

corrections or other forthcoming guidance could change how the

Company interprets provisions of the Act, which may impact its

effective tax rate and could affect its deferred tax assets, tax

positions and/or its tax liabilities.

2017, the FASB issued Accounting Standards Update

(“ASU”) No.

“Earnings Per Share (Topic

Distinguishing Liabilities from Equity (Topic 480);

Derivatives and Hedging (Topic 815):

Accounting for Certain

Financial Instruments with Down Round Features, II.

Replacement of

the Indefinite Deferral for Mandatorily Redeemable Financial

Instruments of Certain Nonpublic Entities and Certain Mandatorily

Redeemable Non-controlling Interests with a Scope Exception

(“ASU 2017-11”) ASU 2017-11 revises the guidance for

instruments with down round features in Subtopic 815-40,

Derivatives and Hedging - Contracts in Entity’s Own Equity,

which is considered in determining whether an equity-linked

financial instrument qualifies for a scope exception from

derivative accounting.

An entity still is required to determine

whether instruments would be classified in equity under the

guidance in Subtopic 815-40 in determining whether they qualify for

that scope exception.

If they do qualify, freestanding instruments

with down round features are no longer classified as liabilities.

ASU 2017-11 is effective for fiscal years, and interim periods

within those fiscal years, beginning after December 15, 2019, and

early adoption is permitted, including adoption in an interim

ASU 2017-11 provides that upon adoption, an entity may

apply this standard retrospectively to outstanding financial

instruments with a down round feature by means of a cumulative-

effect adjustment to the opening balance of accumulated deficit in

the fiscal year and interim period adoption.

The Company has

adopted ASU 2017-11 retrospectively as of January 1, 2020.

adoption of this ASU did not have any impact on its financial

accounting pronouncements issued but not yet effective are not

expected to have a material impact on our results of operations,

cash flows or financial position.

There have been no new accounting

pronouncements not yet effective that have significance to our

consolidated financial statements.

Basic and Diluted Earnings Per Share

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average common shares outstanding

1,977,488,957

of dilutive securities-when applicable:

4 unchanged sentences

2,145,730,676

1,341,824,767

VISIUM TECHNOLOGIES, INC.

1 unchanged sentence

JUNE 30, 2021 AND 2020

PREPAID LICENSE FEE

April 2021, the Company entered into two-year software license

agreement to enable product development.

The license fee is prepaid

annually at a rate of $70,000 annually.

The prepaid license fee is

amortized on a straight line basis over the term of the license

agreement, and is included in Development expense in our Statement

of Operations.

DERIVATIVE LIABILITY

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Company issued warrants in connection with convertible notes

payable which were issued in January 2020.

These warrants have

price protection provisions that allow for the reduction in the

exercise price of the warrants in the event the Company

subsequently issues stock or securities convertible into stock at a

price lower than the $0.15 per share exercise price of the

payable which were issued in January, February, and June 2021.

These warrants have price protection provisions that allow for the

reduction in the exercise price of the warrants in the event the

Company subsequently issues stock or securities convertible into

stock at a price lower than the stated conversion for each warrant,

ranging from $0.0055 to $0.02 per share exercise price of the

Simultaneously with any reduction to the exercise price,

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convertible notes, and warrants with price protection features,

resulted in the recognition of a gain of $385,367 and a loss of

$183,130 for the years ended June 30, 2020 and 2019, respectively

in the Company’s consolidated statements of operations, under

the caption “Gain (loss) in change of fair value of

derivative liability”.

resulted in the recognition of a gain of $1,844,460 and $385,367

for the years ended June 30, 2021 and 2020, respectively in the

Company’s consolidated statements of operations, under the

caption “Gain in change of fair value of derivative

liability”.

The fair value of the warrants at June 30, 2021

and June 30, 2020 was $69,334 and $250, respectively.

fair value of the derivative liabilities related to the convertible

debt at June 30, 2020 and June 30, 2019 is $438,303 and $807,053,

value of the derivative liability related to the convertible debt

at June 30, 2021 and June 30, 2020 is $115,047 and $438,303,

respectively, which is reported on the consolidated balance sheet

under the caption “Derivative

liabilities”.

under the caption “Derivative liability”.

Company has determined its derivative liability to be a Level 3

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dividend rate

in the derivative liabilities during the year ended June 30, 2020

Derivative liability at June 30, 2019

Derivative liability reduced as a result of note

Gain on change in fair value of derivative liabilities

Increase due to issuance of convertible note

Derivative liability at June 30, 2020

VISIUM TECHNOLOGIES, INC.

8 unchanged sentences

Company had convertible promissory notes aggregating approximately

$1.0 million and $1.1 million at June 30, 2020 and June 30, 2019,

$957,000 and $1.1 million at June 30, 2021 and June 30, 2020,

respectively.

13 unchanged sentences

interest rates on these notes in the event of default.

In June 2021, the Company obtained a legal opinion to extinguish

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

Each of the individual debt instruments were determined to be

beyond the statute of limitations and it was determined that the

Company has a complete defense to liability related to this debt

under the applicable statute of limitations.

interest expense

notes payable

22, 2013 and May 6, 2014, the Company issued to ASC Recap LLC

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of debt for common shares:

 Amount of

Auctus Funds, LLC

FirstFire Global Opportunities Fund LLC

adjustment to Fair Value of $686,351 is comprised of the

on settlement of debt

$ 593,907  

Change in fair value of derivative liability related to debt

92,444  

$ 686,351  

Covenants and Other Matters

Certain of our convertible loan agreements contain customary

covenants and events of default and termination, including

cross-default provisions, whereby a default under

one loan and security agreement triggers a default under those

certain other convertible notes .

The Auctus Funds note has a provision whereby a

default annual interest rate of 24% applies after the one year

anniversary of the note, and the FirstFire note has a provision

whereby the default annual interest rate of 15% applies after the

one year anniversary of the note, both of which occurred in

January, 2020. 

The Auctus Funds note contains a 150% payoff

provision if the note is in default, and is due and payable only

when the Company receives a notice of default from the

noteholder. 

As of June 30, 2020 and subsequently, the Company

has not received any notice of default.

Global Opportunities Fund LLC

Convertible Notes Payable

October 2019 we issued a convertible note to an investor, with a

face value totaling $48,000 which generated net proceeds of

The notes bore interest at 8% and have a term of one year.

This note was fully converted and retired as of June 30,

2020, in exchange for net proceeds of $30,000, we amended the

outstanding convertible notes held by Auctus Funds, LLC and

FirstFire Global Opportunities Fund, LLC, to increase the

outstanding principal balance of each note in the amount of

On February 8, 2021 , the

Company issued a promissory note to Labrys Fund, LP in the

principal amount of $500,000 for a purchase price of $475,000.

Pursuant to the Purchase Agreement, the Company issued to the

Investor a warrant to purchase 12,500,000 shares of the

Company’s common stock as a condition to closing.

of the Purchase Agreement occurred on February 10, 2021, with the

Purchase Price funded to the Company on such

The Note, which reflects a $25,000 original issuance discount,

bears interest at 8% per year and matures on February 8, 2022.

Note includes an interim payment of $65,000, payable to the

Investor on August 8, 2021.

The Company has the right to prepay the

Note in full, including accrued but unpaid interest, without

prepayment penalty provided an event of default, as defined

therein, has not occurred.

The Note is convertible into shares of

the Company’s common stock at conversion price of $0.02 per

share, subject to adjustment as provided therein.

The Warrant is exercisable for a term of two-years from the date of

issuance, at an exercise price equal to $0.02 per share, subject to

adjustment as provided therein.

The Warrants provide for cashless

exercise to the extent that the market price (as defined therein)

of one share of the Company’s common stock is greater than

the exercise price of the Warrant.

On January 12, 2021 , the

Company issued a promissory note to Labrys Fund, LP in the

principal amount of $200,000 for a purchase price of $190,000.

Pursuant to the Purchase Agreement, the Company issued to the

Investor a warrant to purchase 22,172,949 shares of the

Company’s common stock as a condition to closing.

of the Purchase Agreement occurred on January 14, 2021, with the

Purchase Price funded to the Company on such

The Note, which reflects a $10,000 original issuance discount,

bears interest at 8% per year and matures on January 12, 2022.

Note includes an interim payment of $26,000, payable to the

Investor on July 12, 2021.

The Company has the right to prepay the

Note in full, including accrued but unpaid interest, without

prepayment penalty provided an event of default, as defined

therein, has not occurred.

The Note is convertible into shares of

the Company’s common stock at conversion price of $0.005 per

share, subject to adjustment as provided therein.

The Warrant is exercisable for a term of two-years from the date of

issuance, at an exercise price equal to 110% of the closing price

of the Company’s common stock on the date of issuance,

subject to adjustment as provided therein.

The Warrants provide for

cashless exercise to the extent that the market price (as defined

therein) of one share of the Company’s common stock is

greater than the exercise price of the Warrant.

On November 23, 2020 , the

Company issued a promissory note to Labrys Fund, LP in the

principal amount of $150,000 for a purchase price of

Pursuant to the Purchase Agreement, the Company

issued Labrys 90,000,000 shares of the Company’s common stock

as a condition to closing.

The Note, which reflects a 10% original issuance discount, bears

interest at 12% per year and matures on November 23, 2021.

includes an interim payment of $16,800, payable to the Investor

payable within 90 calendar days from the issuance of the Note.

Company has the right to prepay the Note in full, including accrued

but unpaid interest, without prepayment penalty provided an event

of default, as defined therein, has not occurred.

convertible into shares of the Company’s common stock at

conversion price of $0.001575 per share, subject to adjustment as

provided therein.

On June 17, 2021 , the Company

issued a promissory note to Labrys Fund, LP in the principal amount

of $109,250 for a purchase price of $115,000.

The Note, which reflects a 5% original issuance discount, bears

interest at 8% per year and matures on June 17, 2022.

has the right to prepay the Note in full, including accrued but

unpaid interest, without prepayment penalty provided an event of

default, as defined therein, has not occurred.

convertible into shares of the Company’s common stock at

conversion price of $0.006 per share, subject to adjustment as

provided therein.

The closing of the Purchase Agreement occurred on

June 21, 2021.

Notes Payable

Company had promissory notes aggregating $205,000 at June 30, 2020

and June 30, 2019.

The related accrued interest amounted to

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

2019, respectively.

The notes payable bear interest at rates

ranging from 0% to 16% per annum and are payable monthly.

promissory notes outstanding as of June 30, 2020 have matured, are

in default, and remain unpaid.

There is no provision in the note

agreements for adjustments to the interest rates on these notes in

the event of default.

Company had promissory notes aggregating $411,748 and $205,000 at

June 30, 2021 and 2020, respectively.

The related accrued interest

amounted to approximately $203,384 and $175,000 at June 30, 2021

and June 30, 2020, respectively.

The notes payable bear interest at

rates ranging from 0% to 16% per annum and are payable monthly.

Promissory notes totaling $205,000 that are outstanding as of June

30, 2021 have matured, are in default, and remain unpaid.

no provision in the note agreements for adjustments to the interest

rates on these notes in the event of default.

October, 2020 the Company issued $ promissory notes totaling

$225,000 to three accredited investors.

The notes have a term of

one year, and bear interest at 8%.

Company recognized interest expense on promissory notes payable of

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expense on notes payable for the year ended June, 2021

off of accrued interest

of accrued interest

of accrued interest into common stock

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an average contract conversion price of $0.00037 per share.

fair value of these conversions was $1,059,572, resulting in a net

loss of $593,907.

fair value of these conversions was $2,031,402.

Stock Based Compensation

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principal and accrued interest of its convertible notes payable, at

an average contract conversion price of $0.101 per

Sale of Restricted Common Stock

the fiscal year ended June 30, 2019 the Company issued 2,505,000

shares of its common stock related to the sale of its common stock

resulting in proceeds of $250,501, at an average price of $0.10 per

Acquisition of Threat Surface Solutions Group, LLC

the fiscal year ended June 30, 2019 the Company issued 1,538,387

shares of its common stock related to its acquisition of Threat

Surface Solutions Group, LLC, valued at $500,000, or an average

price of $0.325 per share.

an average contract conversion price of $0.00041 per share.

fair value of these conversions was $1,059,572, resulting in a net

loss of $593,907.

Stock Based Compensation

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was issued or vested.

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 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

at an effective price per share of common stock less than the

exercise price then in effect, the exercise price will be reduced

to the effective price of the new issuance.

Simultaneously with any

reduction to the exercise price, the number of shares of common

stock that may be purchased upon exercise of each of these warrants

shall be increased proportionately, so that after such adjustment

the aggregate exercise price payable for the adjusted number of

warrants shall be the same as the aggregate exercise price in

effect immediately prior to such adjustment.

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, 2021 and changes during the fiscal

year ending on that date is as follows:

Weighted Average

Exercise Price

Stock Warrants

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 due to repricing during the

Preferred Stock

A and B issued and outstanding shares of the Company’s

A, B, and AA issued and outstanding shares of the Company’s

convertible preferred stock have a par value of $0.001.

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NOTE 8 - STOCK-BASED

Company adopted an Incentive Stock Plan on April 18, 2021.

plan is intended to provide incentives which will attract and

retain highly competent persons at all levels as employees of the

Company, as well as independent contractors providing consulting or

advisory services to the Company, by providing them opportunities

to acquire the Company’s common stock or to receive monetary

payments based on the value of such shares pursuant to Awards

While the plan terminates 10 years after the adoption date,

issued options have their own schedule of termination.

acquire shares of common stock may be granted at no less than fair

market value on the date of grant.

Upon exercise, shares of new

common stock are issued by the Company.

the 2021 Stock Incentive Plan, the Company has issued options to

purchase 16 million shares at an average price of $0.015 with a

fair value of $0.00.

For the years ended June 30, 2021 and 2020,

the Company issued options to purchase 16 million and 0 shares,

respectively.

Upon exercise, shares of new common stock are issued

by the Company.

years ended June 30, 2021 and 2020, the Company recognized an

expense of approximately $18,554 and $0, respectively, of non-cash

compensation expense (included in General and Administrative

expense in the accompanying Consolidated Statement of Operations)

determined by application of a binomial option pricing model with

the following inputs:

exercise price, dividend yields, risk-free

interest rate, and expected annual volatility.

As of June 30, 2021,

the Company had approximately $143,141 of unrecognized pre-tax

non-cash compensation expense, which the Company expects to

recognize, based on a weighted-average period of 0.83 years.

Company used straight-line amortization of compensation expense

over the one-year requisite service or vesting period of the grant.

The Company recognizes forfeitures as they occur.

There are options

to purchase approximately 1,583,000 shares that have vested as of

June 30, 2021.

Company uses a binomial option pricing model to estimate the fair

value of its stock option awards and warrant issuances.

calculation of the fair value of the awards using the binomial

option-pricing model is affected by the Company’s stock price

on the date of grant as well as assumptions regarding the

Year ended June 30,

interest rate

dividend yield

expected volatility was determined with reference to the historical

volatility of the Company’s stock.

The Company uses

historical data to estimate option exercise and employee

termination within the valuation model.

The expected term of

options granted represents the period of time that options granted

are expected to be outstanding.

The risk-free interest rate for

periods within the contractual life of the option is based on the

Treasury rate in effect at the time of grant.

summary of the status of the Company’s outstanding stock

options as of June 30, 2021 and 2020 and changes during the periods

ending on that date is as follows:

Weighted Average

and cancelled

following table summarizes information about employee stock options

outstanding at June 30, 2021:

Outstanding Options

Vested Options

Range of Exercise Price

June 30, 2021, the Company had approximately $143,141 of

unrecognized pre-tax non-cash compensation expense, which the

Company expects to recognize, based on a weighted-average period of

Restricted Stock Awards

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year ended June 30, 2021

2020 and 2019 is presented in the following

and 2020 is presented in the following table:

For the Year ended

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to consultants as of June

30, 2020 was $40,000 and is expected to be recognized over a

weighted average period of 0.83 years.

30, 2021 was $1,518,000 and is expected to be recognized

over a weighted average period of 0.75 years.

Company has not filed its corporate tax returns since fiscal

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the blended rate will be 25.4% for future years.

The change in

blended tax rate reduced the 2019 net operating loss carry forward

deferred tax assets by approximately $3.3 million.

RELATED PARTY TRANSACTIONS

6 unchanged sentences

$0 in advances remain outstanding as of June 30, 2021.

Lucky is owed $11,805 for out-of-pocket expenses as

of June 30, 2020, which is included on the balance sheet in

Accounts payable and accrued expenses.

Lucky is owed $1,451 for out-of-pocket expenses as of June 30,

2021, which is included on the balance sheet in Accounts payable

and accrued expenses.

COMMITMENTS AND CONTINGENCIES

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not generated any revenue related to these license

In July 2018, the Company was named as the defendant in a legal

proceeding brought by Tarpon Bay Partners LLC (the

“Plaintiff”) in the Judicial District Court of Danbury,

Plaintiff asserts that the Company failed to convert

two convertible notes held by Plaintiff.

The Company is vigorously

contesting this claim.

There are no other proceedings in

which any of our directors, officers, or affiliates, or any

registered or beneficial stockholder, is an adverse party or has a

material interest adverse to our interest.

2018 the Company was named as the defendant in a legal proceeding

brought by Tarpon Bay Partners LLC (the “Plaintiff”) in

the Judicial District Court of Danbury, Connecticut.

asserts that the Company failed to convert two convertible notes

held by Plaintiff.

The Company is vigorously contesting this claim.

There are no other proceedings in which any of our directors,

officers or affiliates, or any registered or beneficial

stockholder, is an adverse party or has a material interest adverse

to our interest.

January 2021 the Company won a dismissal of an involuntary

bankruptcy petition that was filed against the Company in the

Southern District Court of Florida on December 30, 2020, which had

been brought by three parties, (i) Tarpon Bay Partners LLC, (ii)

Carey Enterprises Inc., and (iii) Anvil Financial Mgmt LLC

(collectively the "Petitioning Creditors").

Court ruled in the Company's favor, dismissing the involuntary

bankruptcy petition and allowing the Company to file a motion with

the Court seeking compensatory and punitive damages.

Visium plans to file an affidavit of fees and costs incurred in

connection with Visium's defense of the Involuntary

March 2021 the Company filed a Complaint for Damages and Other

Relief against Tarpon Bay Partners, LLC, a Florida limited

liability company;

Carey Enterprises, Inc., a Florida profit

Anvil Financial Management, LLC, a Florida limited

liability company;

Stephen Hicks, an individual;

Joseph C Canouse,

an individual;

Canouse, an individual;

an individual;

and Litt Law Group, LLC, a New York Limited

Liability Company (collectively the “Defendants”)

related to the involuntary bankruptcy petition.

The Company is

seeking damages from the Defendants for reasonable attorneys’

fees and costs, as well as compensatory, consequential special and

punitive damages.

Company is subject to litigation, claims, investigations, and

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liability –

derivative liabilities

derivative liability

SUBSEQUENT EVENTS

In July 2020, the Company issued 155,557,900 shares of

its common stock upon the conversion of principal of $27,007, and

$1,431 of accrued interest on its outstanding convertible notes,

valued at $0.0002 per share.

August 2020, the Company issued 110,432,492 shares of its common

stock upon the conversion of principal of $15,769, and $1,182 of

accrued interest on its outstanding convertible notes, valued at

$0.00017 per share.

September 2020, the Company issued 95,958,168 shares of its common

stock upon the conversion of principal of $21,599, and $681 of

accrued interest on its outstanding convertible notes, valued at

$0.00024 per share.

In October 2020, the Company issued 101,195,600 shares of its

common stock upon the conversion of principal of $19,181, and $309

of accrued interest on its outstanding convertible notes, valued at

$0.0002 per share.

In July and August 2020, 200,001 restricted shares which were

previously issued to consultants have vested.

In July 2020, the Company issued 30,000,000 shares to consultants

for services rendered.

The share shares were valued at the market

price on the date of issuance, at $0.0005/share, or

In July 2020, the Company issued 90,000,000 shares to officers and

directors as compensation.

The share shares were valued at the

market price on the date of issuance, at $0.0005/share, or

quarter ended September 30 2021, our consultants vested 31,500,000

shares of our $0.0001 par value common stock, valued at $362,250,

or at an average price per share of $0.0115.

quarter ended September 30 2021our directors and officers vested

30,000,000 shares of our $0.0001 par value common stock, valued at

$345,000, or at an average price per share of $0.0115.

2021 t he Company issued 198,046,241

shares of its $0.0001 par value common stock upon the conversion of

principal and interest of $807,930 of its outstanding convertible

notes, valued at $0.0042 per share.

In July 2021 t he Company issued 6,587,229 shares of its

$0.0001 par value common stock upon the cashless exercise of a

common stock warrant.

In September 2021 the Company entered into two securities purchase

agreement (the “Purchase Agreements”) with a single

institutional investor (the “Purchaser”) resulting in

the raise of $1,500,000 in gross proceeds to the Company.

to the terms of the Purchase Agreements, the Company agreed to

sell, in a registered director offering, an aggregate of

300,000,000 shares (the “Shares”) of the

Company’s common stock, par value $0.0001 per share (the

“Common Stock”) at a purchase price of $0.005 per Share

(the “Offering”).

The Offerings closed on September 15,

2021 and September 27, 2021, respectively.

In September 2021 the Company repaid the remaining outstanding

convertible debt held by Labrys Funds, LP in the principal amount

of $115,000, plus accrued interest.

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 9A. Controls and Procedures