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Item 5. Market for Registrant’s Common Equity

2022-10-04 compared with 2021-10-13 · 35 added, 566 removed, 4 unchanged (99% of the section changed)

Market for Registrant’s Common Equity, Related

Stockholder Matters, and Issuer Purchases of Equity

common shares are quoted on the OTC Pink Quotation System under the

symbol “VISM,”

but trade infrequently.

high and low bid prices of our common stock for the periods

indicated below are as follows:

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.

Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities.

Our common shares are quoted on the OTC Pink Quotation System under the symbol “VISM,” but trade infrequently.

The high and low bid prices of our common stock for the periods indicated below are as follows:

Fiscal Year Ended June 30, 2022

Quarter Ended September 30, 2021

Quarter Ended December 31, 2021

Quarter Ended March 31, 2022

Quarter Ended June 30, 2022

Fiscal Year Ended June 30, 2021

Quarter Ended September 30, 2020

Quarter Ended December 31, 2020

Quarter Ended March 31, 2021

Quarter Ended June 30, 2021

As of September 30, 2022, there were 14,800 stockholders of record of our Common Stock.

Dividend Policy

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.

We have not paid any cash dividends and do not anticipate or contemplate paying dividends in the foreseeable future.

Recent Sales of Unregistered Securities

the year ended June 30, 2021 the Company issued 524,543,160 shares

of its common stock related to the conversion of $188,460 of

principal and accrued interest of its convertible notes payable, at

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

the year ended June 30, 2021 the Company issued 56,666,669 shares

of its $0.0001 par value common stock to five consultants, as

compensation for services rendered.

The shares were valued at

$354,000, or $0.0046 per share.

the year ended June 30, 2021 the Company issued 220,000,000 shares

of its $0.0001 par value common stock to our Directors and Officer,

as compensation for services rendered.

The shares were valued at

$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

During the year ended June 30, 2022 the Company issued 146,701 shares of its common stock related to the conversion of $828,797 of principal and accrued interest of its convertible notes payable, at an average contract conversion price of $5.66 per share.

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

Stock Based Compensation and Stock Based Consulting Services Expense

During the year ended June 30 2022, the Company issued 53,334 shares of its $0.0001 par value common stock to three consultants, as compensation for services rendered.

The shares were valued at $241,800, or $4.53 per share.

During the year ended June 30, 2022 the Company issued 54,955 shares of its $0.0001 par value common stock to six employees, as compensation for services rendered.

The shares were valued at $762,833, or $13.88 per share.

During the year ended June 30, 2022 the Company issued 100,758 shares of its $0.0001 par value common stock to our Directors and Officer, as compensation for services rendered.

The shares were valued at $1,173,800, or $11.65 per share.

During the fiscal year ended June 30, 2022 the Company issued 4,881 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 $43.32 per share.

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.

Pursuant to the terms of the Purchase Agreements, the Company agreed to sell, in a registered director offering, an aggregate of 222,222 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) at a purchase price of $6.75 per Share (the “Offering”).

The Offerings closed on September 15 2021, and September 27 2021, respectively.

During the fiscal year ended June 30 2022, the Company issued 86,667 shares of its $0.0001 par value common stock to three investors as commitment shares pursuant to the issuance of promissory notes.

The shares were valued at $330,959, or $3.82 per share.

Litigation Settlement

During the fiscal year ended June 30 2022, we issued 44,444 shares of its common stock pursuant to the settlement of litigation with ASC Recap.

Rule 10B-18 Transactions

the year ended June 30, 2021, there were no repurchases of the

Company’s common stock by the Company.

During the year ended June 30, 2022, there were no repurchases of the Company’s common stock by the Company.

Selected Financial Data.

“smaller reporting company”, we are not required to

provide information required by this item.

Management’s Discussion and Analysis of Financial

Condition and Results of Operations.

following information should be read in conjunction with our

financial statements and accompanying notes included in this Annual

Report on Form 10-K.

Company was incorporated in Nevada as Jaguar Investments, Inc.

during October 1987.

During March 2003, a wholly owned subsidiary

of the Company merged with Freight Rate, Inc., a development stage

company in the logistics software business.

During May 2003, the

Company changed its name to Power2Ship, Inc.

During October 2006,

the Company merged with a newly formed, wholly owned subsidiary,

Fittipaldi Logistics, Inc., a Nevada corporation, with the Company

surviving but its name changed to Fittipaldi Logistics, Inc.

effective November 2006.

During December 2007, the Company merged

with a newly formed, wholly owned subsidiary, NuState Energy

Holdings, Inc., a Nevada corporation, with the Company surviving

but renamed NuState Energy Holdings, Inc.

effective December 2007.

In March 2019, the Company changed its name to Visium Technologies,

February 12, 2018 Mark Lucky has served as Chairman and CEO.

currently also serves as CFO.

The Company’s headquarters is

located at 4094 Majestic Lane, Suite 360, Fairfax, VA 22124.

February 2018, the Company has focused on creating a world-class

cybersecurity/digital risk management company, with a focus on

network security, threat visualization, pinpoint threat

identification, and big-data analytics.

Our solutions address the

growing security and compliance complexities and risks resulting

from the increasing adoption of cloud computing and the

proliferation of geographically dispersed IT assets.

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

year ended June 30, 2021, selling, general and administrative

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

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:

and professional fees

relations expense

based consulting expense

based compensation

increase in selling, general and administrative expenses during

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

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

salaries, offset by increases in accounting expenses.

Change in Fair Value of Derivative Liability

change in fair value of derivative liabilities

in fair value of derivative liabilities results from the changes in

the fair value of the derivative liability due to the application

of ASC 815, resulting in either income or expense, depending on the

difference in fair value of the derivative liabilities between

their measurement dates.

The increase in fair value of derivative

liabilities recognized during fiscal 2021 is primarily due to a

change in accounting estimate related to the accounting for

derivative liabilities as a result of a decrease in share

Derivative Liability Expense

liability expense

Company issued convertible notes in January 2021 and June 2021

which provisions contained variable price conversion terms,

resulting in a derivative liability expense, measured as of the

issuance date of the notes.

Interest Expense

expense represents the stated interest of notes and convertible

notes payable as well as the amortization of debt discount.

increase in interest expense during fiscal 2021 is primarily due to

higher amortization of debt discount of $99,250.

Gain on Debt Write-Off

(loss) on debt write off/conversions

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 payable

notes payable

and Capital Resources

Balance at June 30,

payable and accrued expenses

convertible notes, and accrued interest

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

expenditures.

objective of liquidity management is to ensure that we have ready

access to sufficient funds to meet commitments and effectively

implement our growth strategy.

Our primary sources are financing

activities such as the issuance of notes payable and convertible

notes payable.

In the past, we have mostly relied on debt and

equity financing to provide for our operating needs.

unable to generate sufficient funds from operations to fund our

ongoing operating requirements through June 30, 2021.

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.

anticipate incurring capital expenditures for the foreseeable

We anticipate that we will need to raise approximately

$180,000 per year in the near term to finance the recurring costs

of being a publicly traded company.

Going Concern

accompanying financial statements have been prepared on a going

concern basis.

The Company has used net cash in its operating

activities of $792,640 and $106,757 during the years ended June 30

2021 and 2020, respectively, and has a working capital deficit of

approximately $2.8 million and $3.4 million at June 30, 2021 and

2020, respectively.

The Company’s ability to continue as a

going concern is dependent upon its ability to obtain the necessary

financing to meet its obligations and repay its liabilities arising

from normal business operations when they come due, to fund

possible future acquisitions, and to generate profitable operations

in the future, once a merger with an operating company is

Management plans may continue to provide for its

capital requirements by issuing additional equity securities and

debt and the Company will continue to find possible acquisition

The outcome of these matters cannot be predicted at this

time and there are no assurances that, if achieved, the Company

will have sufficient funds to execute its business plan or generate

positive operating results.

flows from operating activities:

loss on debt settlement and write off expense

based compensation

Amortization of

debt discount

liability expense

loss on change in derivative liability

conversion expense

in assets and liabilities

Accounts payable

and accrued expenses

Discount on note

cash used in operations

flows from financing activities:

from officers, net

of convertible notes payable

from issuance of short term notes payable

from issuance of convertible notes payable, net of debt issuance

cash provided by financing activities

increase in cash

Year ended June 30, 2021

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

or 646% from fiscal year 2020.

This cash was obtained through the

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

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 2020 decreased by $459,987

or 81% from fiscal year 2019.

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

Issuance of Convertible Notes Payable

generated net proceeds of $838,595 and $78,000 during fiscal 2021

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

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

respectively.

The accrued interest amounted to approximately

$163,000 and $503,000 at June 30, 2021 and 2020, respectively.

There is no provision in the note agreements for adjustments to the

interest rates on these notes in the event of default.

convertible notes payable bear interest at rates ranging between

10% and 18% per annum.

Interest is generally payable monthly.

Convertible Notes Payable are generally convertible at rates

ranging between $0.0002 and $22,500 per share, at the

holders’

At June 30, 2021, all convertible promissory

notes have matured.

June 30, 2021

June 30, 2020

notes payable

on convertible notes

payable, net of discount

Convertible notes payable to ASC Recap LLC

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

(“ASC”) two convertible promissory notes with principal

amounts of $25,000 and $125,000, respectively.

These two notes were

issued as a fee for services under a 3(a)10 transaction that was

never consummated and therefore there was no performance by ASC to

earn the notes.

As a result, while the Company continues to carry

the balance of these notes on its balance sheet, it does not

believe the notes payable balances are owed.

The July 22, 2013 note

matured on March 31, 2014 and a balance of $22,965 remains unpaid.

The May 6, 2014 note matured on May 6, 2016 and remains unpaid.

notes are convertible into the common stock of the Company at any

time at a conversion price equal to 50% of the lowest closing bid

price of our common stock for the twenty days prior to

Notes Payable

Company had promissory notes aggregating approximately $430,000 at

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.

There is no provision in the note

agreements for adjustments to the interest rates on these notes in

the event of default.

The notes payable bear interest at rates of

16% per annum.

Interest is generally payable monthly.

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 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

Derivative Liability

Company recognizes all derivative financial instruments on its

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

no off-balance sheet arrangements.

Climate Change

opinion is that neither climate change, nor governmental

regulations related to climate change, have had, or are expected to

have, any material effect on our operations.

Critical Accounting Policies

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

options embedded in its convertible instruments in accordance with

generally provides three criteria that, if met, require companies

to bifurcate conversion options from their host instruments and

account for them as free standing derivative financial instruments

in accordance with EITF 00-19.

These three criteria include

circumstances in which (a) the economic characteristics and risks

of the embedded derivative instrument are not clearly and closely

related to the economic characteristics and risks of the host

contract, (b) the hybrid instrument that embodies both the embedded

derivative instrument and the host contract is not re-measured at

fair value under otherwise applicable generally accepted accounting

principles with changes in fair value reported in earnings as they

occur and (c) a separate instrument with the same terms as the

embedded derivative instrument would be considered a derivative

instrument subject to the requirements of ASC 815.

provides an exception to this rule when the host instrument is

deemed to be conventional (as that term is described).

Company accounts for convertible instruments (when it has

determined that the embedded conversion options should not be

bifurcated from their host instruments) in accordance with the

provisions of ASC 470 20 “Debt with Conversion Options”

Accordingly, the Company records, when necessary, discounts to

convertible notes for the intrinsic value of conversion options

embedded in debt instruments based upon the differences between the

fair value of the underlying common stock at the commitment date of

the note transaction and the effective conversion price embedded in

Debt discounts under these arrangements are amortized

over the term of the related debt to their earliest date of

The Company also records when necessary deemed

dividends for the intrinsic value of conversion options embedded in

preferred shares based upon the differences between the fair value

of the underlying common stock at the commitment date of the note

transaction and the effective conversion price embedded in the

Company believes the certain conversion features embedded in

convertible notes payable are not clearly and closely related to

the economic characteristics of the Company’s stock price.

Accordingly, the Company has recognized derivative liabilities in

connection with such instruments.

The Company uses judgment in

determining the fair value of derivative liabilities at the date of

issuance at every balance sheet thereafter.

The Company uses

judgment in determining which valuation is most appropriate for the

instrument (e.g., Cox, Ross & Rubinstein Binomial Tree

valuation model), the expected volatility, the implied risk-free

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

Financial Statements and Supplementary Data.

information required by this item is included in Item 15 of this

Annual Report on Form 10-K.

Changes in and Disagreements with Accountants on Accounting

and Financial Disclosure.

As a “smaller reporting company”, we are not required to provide information required by this item.

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