What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2023-10-06 compared with 2022-10-04 · 134 added, 100 removed, 1042 unchanged (18% of the section changed)

166 unchanged sentences

Amounts includes accrued compensation for Mr.

Lucky, of which $81,649 was paid.

Employment Agreements

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Tom Grbelja, Dr.

Emmanuel Esaka, and Mr.

Emmanuel Esaka, Mr.

Solomon Adote, Mr.

Wayne Monk, and Mr.

Mark Lucky, who is also an executive officer of our company.

In March 2021, Messrs.

Favata and Grbelja each received restricted stock grants as compensation for their Board services.

The following table sets forth the restricted stock grants issued to Messrs.

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Plan category

Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)

Weighted-average exercise price of outstanding options, warrants and rights (b)

Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)

Number of securities to be issued upon exercise of outstanding options, warrants and rights

Weighted-average exercise price of outstanding options, warrants and rights

Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column

Equity compensation plans approved by security holders

13 unchanged sentences

Commitment Shares

During the year ended June 30, 2022, we issued 86,667 shares of its common stock as commitment shares related to four financing transactions that raised an aggregate $1,170,000.

During the year ended June 30, 2023, we issued 66,668 shares of its common stock as commitment shares related to a financing transaction that raised an aggregate $150,000.

The fair value of the commitment shares totaled $14,000 and was accounted for as discount on the related notes payable, which is being amortized over the term of the note.

12 unchanged sentences

Sale of Restricted Common Stock

During the year ended June 30, 2021, the Company issued 166,667 commitment shares related to convertible note transactions, with 4 investors.

During the year ended June 30, 2022, the Company sold 222,222 shares of its $0.0001 par value common stock valued at $1,500,000, or $6.75 per share.

Commitment Shares

During the year ended June 30, 2022, we issued 86,667 shares of its common stock as commitment shares related to four financing transactions that raised an aggregate $1,170,000.

The fair value of the commitment shares totaled $ 236,567 and was accounted for as discount on the related notes payable, which is being amortized over the term of the note.

Stock Based Compensation

3 unchanged sentences

The shares were valued at $763,036, or $13.88 per share, based on the share price at the time of the transactions.

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

The shares were valued at $255,033, or $4.78 per share, based on the share price at the time of the transactions.

Director Independence

249 unchanged sentences

Critical 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:

(1) 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.

Valuation of Derivatives

Description of the Matter

The Company has issued various debt and equity offerings in the past.

Convertible notes have various terms, including a conversion feature and warrants.

The Company accounts for derivative instruments in accordance with Accounting Standards Codification 815, Derivatives and Hedging (“ASC 815”), which establishes accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in the conversion feature and its warrants.

Significant judgment is exercised by the Company in accounting and valuation of the financial instruments by using a Cox, Ross & Rubinstein Binomial Tree simulation to value them at inception and on any subsequent valuation dates.

How We Addressed the Matter in Our Audit

The primary procedures we performed to address this critical audit matter included evaluating all debt instruments, confirmation of significant balances, reviewing inputs used in the valuation of the derivative instruments, and performing a reasonableness test the accuracy of the Company’s calculations.

Critical audit matters are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

We determined that there were no critical audit matters.

We have served as the Company’s auditor since 2017.

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Current assets:

Prepaid license fee

Total current assets

4 unchanged sentences

Accrued interest

Convertible notes payable to ASC Recap LLC

Due to officer

Convertible notes payable, net of discount of $ 0 and $ 412,944 , respectively

Derivative liability

Derivative liabilities

Notes payable, net of discount of $ 26,805 and $ 0 , respectively

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Derivative liability expense

( 1,059,282 )

Interest expense

Gain (loss) on debt settlement

Gain on debt write off

Warrant exercise expense

Loss on extinguishment of debt

Total other income (expense)

1 unchanged sentence

$ ( 5,193,515 )

Common stock deemed dividends

Net income attributable to common stock holders – basic and diluted

Weighted average common shares

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Shares issued as compensation to directors and officers

Shares issued as compensation to employees

Shares issued for consulting services

Shares issued for conversion of notes payable

Commitment shares issued pursuant to financings

Shares issued pursuant to sale of common stock

Commitment shares issued pursuant to convertible notes payable

Benefical conversion feature with convertible debt

Shares issued upon exercise of stock warrants

Shares issued pursuant to settlement of litigation

Amortization of deferred compensation

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Commitment shares issued pursuant to convertible notes payable

Benefical conversion feature with convertible debt

Shares issued upon exercise of stock warrants

Shares issued pursuant to settlement of litigation

Amortization of deferred compensation

Warrants issued on extinguishment of debt

Net loss for the year ended June 30, 2023

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Gain on change in fair value of derivative liabilities

( 1,844,460 )

Amortization of deferred compensation

Amortization of prepaid expense

Warrant conversion expense

Derivative liability expense

3 unchanged sentences

Accrued interest

Prepaid license fee

Discount on notes payable

Net cash used in operating activities

8 unchanged sentences

Net cash provided by financing activities

Net increase in cash

Net increase (decrease) in cash

Cash at beginning of year

3 unchanged sentences

Issuance of common stock for conversion of notes payable and accrued interest

Warrants issued on extinguishment of debt

Commitment shares issued pursuant to convertible notes payable

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The Company’s cash account is held at a financial institution and is insured by the Federal Deposit Insurance Corporation, or FDIC, up to $ 250,000 .

As of June 30, 2023 and 2022, the Company did not exceed these FDIC limits.

Derivative Liabilities

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Derivative liability at June 30, 2021

Increase due to issuance of convertible note

Derivative liability adjsutments as a result of note discounts

Derivative liability reduced as a result of debt settlement

Gain on change in fair value of derivative liability

( 1,844,460 )

Derivative liability at June 30, 2022

Derivative liability reduced as a result of debt settlement

Derivative liability expense

Gain on change in fair value of derivative liability

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JUNE 30, 2023 AND 2022

PREPAID LICENSE FEE

In April 2021, the Company entered into a 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.

The license fee term starts on July1 each year.

DERIVATIVE LIABILITY

Derivative liability – warrants

The Company issued warrants in connection with convertible notes payable which were issued in January, February, and July 2021.

The Company issued warrants in connection with convertible notes payable which were issued in January, February, and July 2021, and September, 2022.

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 warrants.

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Accounting for Derivative Warrant Liability

The Company’s derivative warrant instruments have been measured at fair value at June 30, 2022 using the Cox, Ross & Rubinstein Binomial Tree valuation model.

The Company’s derivative warrant instruments have been measured at fair value at June 30, 2023 and 2022, respectively, using the Cox, Ross & Rubinstein Binomial Tree valuation model.

The Company recognizes the derivative liability related to those warrants that contain price protection features in its consolidated balance sheet as liabilities.

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The Company has certain convertible notes with variable price conversion terms.

Upon the issuance of these convertible notes and as a consequence of their conversion features, the convertible notes give rise to derivative liabilities.

Upon the issuance of these convertible notes and as a consequence of their conversion features, the convertible notes give rise to embedded derivative liabilities.

The Company’s derivative liabilities related to its convertible notes payable have been measured at fair value at June 30, 2023 and June 30, 2022 using the Cox, Ross & Rubinstein Binomial Tree valuation model.

7 unchanged sentences

$ 0.972 – $ 27 .00

$ 4.87 – $ 10.39

Effective market price

Expected volatility

96.4 % to 304.0

Risk-free interest

1 unchanged sentence

60 – 824 days

60 - 711 days

Expected dividend rate

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Discount on convertible notes

Convertible notes, net

Convertible notes payable to ASC Recap

The Company had convertible promissory notes aggregating $ 937,576 and $ 1,487,431 at June 30, 2023 and June 30, 2022, respectively.

4 unchanged sentences

There are no punitive default provisions included in the terms of these convertible promissory notes.

On July 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.

While the Company continues to carry the balance of these notes on its balance sheet, management is disputing the notes and does not believe that the balances of these notes are owed.

See Note 11 – Commitments and Contingencies in the footnotes to the financial statements.

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.

The notes are convertible into the common stock of the Company at any time at a conversion price equal to (i) 50% of the lowest closing bid price of our common stock for the twenty days prior to conversion or (ii) fixed price of $0.15 or $0.30 per share.

On May 9, 2022 the company entered into a global settlement agreement to satisfy any and all claims with i) Tarpon Bay Partners LLC, (ii) J.P.

Carey Enterprises Inc., and (iii) Anvil Financial Management LLC to resolve all litigation amongst the parties.

The terms of the agreement included J.P.

Carey Enterprises Inc.

and Anvil Financial Management LLC receiving 44,444 shares of the Company's $ 0.0001 par value common stock, valued at $ 108,000 , or $ 2.43 per share.

The agreement also calls for the retirement of the notes payable to Tarpon Bay Partners LLC (ASC Recap) in the amount of $ 147,965 .

The settlement of this litigation resulted in a gain of $ 39,965 .

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.

Accrued interest expense

Convertible notes payable

In September 2022, the Company entered into Amendment #1 with each of the three Investors (the “Amendments”), pursuant to which the following amendments were made to the respective Purchase Agreements, Notes and other transaction documents:

(i) the Investors waived the Company’s obligations to make interim payments;

(ii) the time period for the Company to file a registration statement for the resale of the shares underlying the Notes was extended until October 31, 2022.

Pursuant to the Amendments, the Company issued to each of the Investors a warrant to purchase 138,667 shares in the aggregate of the Company’s common stock (the “Warrants”).

The Warrants are exercisable for a period of five years and exercise may be cashless under certain circumstances.

The Warrants were exercisable at a price of $ 1.35 See Note 6.

For the year ended June 30, 2023, the following summarizes the conversion of debt for common shares:

Talos Victory Fund

1800 Diagonal

Convertible Notes Payable

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In April 2022, the Company entered into a Securities Purchase Agreement with an investor pursuant to which the investor purchased a promissory note with a face value of $ 360,000 , made by the Company for a purchase price of $ 331,200 .

The Note bears an original issue discount of $ 28,800 , bears interest of 8 % per year and mature in April 2023.

The Note bears an original issue discount of $ 28,800 , bears interest of 8 % per year and matures in April 2023 .

The Note is convertible into shares of the Company’s common stock at a conversion price of $ 2.43 per share, subject to adjustment as provided therein.

4 unchanged sentences

The commitment shares were valued at $ 54,915 , or $ 2.06 per share and recorded as a discount.

During the year ended Jun 30, 2022, the total shares issued with these convertible notes payable was 86,667 with a total relative fair value $ 236,567 and also a beneficial conversion feature of $ 239,564

In October 2022, the Company entered into a Securities Purchase Agreement with an Investor pursuant to which the Investor purchased a promissory note with a face value of $ 105,000 made by the Company for a purchase price of $ 100,000 .

The Note bore interest of 10 % and was scheduled to mature in October 2023 .

The Note was convertible into shares of the Company’s common stock at a conversion price of $ 1.50 per share, subject to adjustment as provided therein.

After the conversion of principal of $ 41,300 and a payment of $ 63,700 in cash, this Note had been fully repaid as of June 30, 2023.

The repayment amount included a repayment penalty of 25 % of the then-outstanding principal and interest, resulting on a loss on extinguishment of debt of $ 19,540 .

In March 2023, the Company entered into a Securities Purchase Agreement with an Investor pursuant to which the Investor purchased a promissory note with a face value of $ 44,250 made by the Company for a purchase price of $ 40,000 .

The Note bore interest of 10 % and was scheduled to mature in March 2024 .

The Note was convertible into shares of the Company’s common stock at a conversion price of $ 1.50 per share, subject to adjustment as provided therein.

During the year ended June 30, 2023, the total shares issued upon conversion of these convertible notes payable was 19,235,473 with a total fair value of $ 753,394 .

The Company recognized interest expense on convertible notes payable of approximately $ 116,710 and $ 111,530 during the fiscal years 2023 and 2022, respectively.

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There is no provision in the note agreements for adjustments to the interest rates on these notes in the event of default.

On February 27, 2023 the Company issued two notes totaling $ 150,000 .

The notes have a term of one year, and bear interest at 10 % These notes have an unamortized discount at June 30, 2023 of $ 8,537 that is amortized over the life of the notes.

On June 2, 2023 the Company issued a promissory note in the amount of $ 52,805 that netted the Company $ 40,000 , bears interest at 17 % and included an original issuance discount of $ 8,055 which is being amortized over the life of the note.

In February 2023 the Company issued promissory notes totaling $ 150,000 to two accredited investors.

The notes have a term of one year, and bear interest at 12 %.

The total shares issued with these convertible notes payable was 66,668 with a total relative fair value of $ 14,000

The Company recognized interest expense on promissory notes payable of approximately $ 33,789 and $ 21,430 during the fiscal years 2023 and 2022, respectively.

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Issuances of Common Stock During 2023

During fiscal 2023 we issued shares of our common stock as follows:

Convertible Notes Payable

During the year ended June 30, 2023 the Company issued 19,235,473 shares of its common stock related to the conversion of $ 718,325 of principal and accrued interest of its convertible notes payable, at an average contract conversion price of $ 0.039 per share, with a cost of $ 48,334 , for a total of $ 766,659 .

The fair value of the shares issued was $ 753,394 , which created a loss of conversion of $ 12,062 .

Sale of Restricted Common Stock

During the year ended June 30, 2023, the Company sold 2,012,500 shares of its $ 0.0001 par value common stock valued at $ 40,250 , or $ 0.02 per share.

Commitment Shares

During the year ended June 30, 2023, we issued 66,668 shares of its common stock as commitment shares related to a financing transaction that raised an aggregate $ 150,000 .

The relative fair value of the commitment shares totaled $ 14,000 and was accounted for as discount on the related notes payable, which is being amortized over the term of the note.

Stock Based Compensation

During the year ended June 30, 2023, the Company issued 4,045,928 shares of its $0.0001 par value common stock as compensation to its directors and officers.

The shares were valued at $ 564,125 , or $ 0.14 per share, based on the quoted share price at the time of the transactions.

During the year ended June 30, 2023, the Company issued and vested 664,002 shares of its $ 0.0001 par value common stock to three consultants, as compensation under three separate consulting agreements.

The shares were valued at $ 74,196 , or $ 0.11 per share, based on the quoted share price at the time of the transactions.

During the year ended June 30, 2023, the Company issued and vested 855,002 shares of its $ 0.0001 par value common stock to its employees, as compensation.

The shares were valued at $ 218,155 , or $ 0.26 per share, based on the quoted share price at the time of the transactions.

Warrant Exercises

During the year ended June 30, 2023 the Company issued 68,755 shares of its $ 0.0001 par value common stock pursuant to two cashless exercises.

Issuances of Common Stock During the Year ended June 30, 2022

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.

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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.

In September 2021 the Company entered into two securities purchase agreements (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”).

5 unchanged sentences

The shares were valued at $ 108,000 , and resulted in a gain of $ 39,965 .

Issuances of Common Stock During the Year ended June 30, 2021

Convertible Notes Payable

During the fiscal year ended June 30 2021, the Company issued 388,550 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 $ 0.50 per share.

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

VISIUM TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2022 AND 2021

Stock Based Compensation

During the fiscal year ended June 30 2021, the Company issued 162,963 shares of its $ 0.0001 par value common stock as compensation to its directors and officers related to the vesting of restricted stock grants.

The shares were valued at $ 2,809,000 , or $ 17.28 per share, based on the share price at the time of the transactions.

During the fiscal year ended June 30 2021, we issued 41,975 shares of its common stock to consultants, as compensation.

The shares were valued at $ 8.44 , the market price on the date of issuance for a total value of $ 354,000 .

The expense is included in general and administrative expenses and was recognized on the date the stock was issued or vested.

Common Stock Warrants

In September 2022 we issued 138,667 warrants with a five year life, and a fixed exercise price of $ 1.35 per share, as part of a modification to three outstanding convertible notes payable.

The Company evaluated these amendments under ASC 470-50, “ Debt - Modification and Extinguishment” , and concluded that the issuance of these warrants in exchange for deferring the interim interest payments that were due resulted in significant and consequential changes to the economic substance of the debt and thus resulted in accounting for these modifications as an extinguishment of the debt.

The Company recorded a loss of extinguishment of debt of $ 504,925 .

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.

Due to the price protection features of these warrants, the Company issued 5,048,426 warrant shares to these warrant holders.

As a result of this transaction the difference between the amount of the fair value of the current exercise price and reduced exercise price amounting to $ 145,704 is recorded as a deemed dividend with a corresponding increase and decrease in additional paid in capital as of June 30, 2023.

Additionally, for the year ended June 30, 2023, it is reflected as a reduction to the net loss for the year to arrive at the net loss attributable to common shareholders to recognize the effect of the price protection provisions.

A summary of the status of the Company’s outstanding common stock warrants as of June 30, 2023 and 2022 and changes during the fiscal years ending on these dates is as follows:

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Contractual Life

Preferred Stock

In September 2022 we issued 138,667 warrants with a five year life, and a fixed exercise price of $ 1.35 per share, as a modification fee to three outstanding convertible notes payable.

Under ASC 470-50, the issuance of these warrants resulted in a loss on the extinguishment of debt, as follows:

Value of warrants issued

Write-off of unamortized debt discount

Loss on extinguishment of debt

During the year ended June 30, 2023 we recorded a loss on the conversion of convertible note totalling $ 12,062 , which is recorded in the Consolidated Statement of Operations as loss on extinguishment of debt.

A recap of the Loss on extinguishment of debt follows:

Loss on extinguishment of debt related to debt modification

Loss on extinguishment of debt related to note conversions

Series A, B, and AA issued and outstanding shares of the Company’s convertible preferred stock have a par value of $ 0.001 .

All classes rank(ed) prior to any class or series of the Company’s common stock as to the distribution of assets upon liquidation, dissolution or winding up of the Company or as to the payment of dividends.

All classes ranked prior to any class or series of the Company’s common stock as to the distribution of assets upon liquidation, dissolution or winding up of the Company or as to the payment of dividends.

All preferred stock shall have no voting rights except if the subject of such vote would reduce the amount payable to the holders of preferred stock upon liquidation or dissolution of the company and cancel and modify the conversion rights of the holders of preferred stock as defined in the certificate of designations of the respective series of preferred stock.

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The Common Stock shares are governed by Lock-Up/Leak-Out Agreements.

In the event of any liquidation, dissolution or winding up of the affairs of the Corporation, whether voluntary or involuntary, the holder of Series A Preferred Stock shall be entitled to receive, on parity with other Preferred Share Holders, assets of the Corporation available for distribution to the holders of capital stock of the Corporation.

The Series B Preferred Stock shall have priority and preference with respect to any distribution of any of the assets of the Corporation to Common Stock shareholders.

Series B Convertible Preferred Stock

1 unchanged sentence

This new Series B Preferred Stock has a $ 0.001 par value, and each 300 shares is convertible into one share of the Company’s common stock, with a stated value of $ 375 per share.

In the event of any liquidation, dissolution or winding up of the affairs of the Corporation, whether voluntary or involuntary, the holder of Series B Preferred Stock shall be entitled to receive, on parity with other Preferred Share Holders, assets of the Corporation available for distribution to the holders of capital stock of the Corporation.

The Series B Preferred Stock shall have priority and preference with respect to any distribution of any of the assets of the Corporation to Common Stock shareholders.

Series AA Convertible Preferred Stock

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Expected volatility

369.76 % - 496.27

Expected term

19 unchanged sentences

Outstanding options

VISIUM TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2022 AND 2021

Restricted Stock Awards

7 unchanged sentences

Unvested at beginning of period

( 5,564,932 )

Unvested at end of period

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Lucky is owed $ 1,341 for out-of-pocket expenses as of June 30, 2023, which is included on the balance sheet in Accounts payable and accrued expenses.

NOTE 10 - ACCRUED PAYROLL

Accrued payroll consist of the following at:

Accrued Payroll - officers

Accrued payroll - staff

COMMITMENTS AND CONTINGENCIES

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License Contingent Consideration

Our license agreements with the sellers of Threat Surface Solutions Group, LLC includes a provision for a royalty payment based on ten percent (10%) of sales generated by Threat Surface Solutions Group beginning on the Agreement Date and ending on October 12, 2021, capped at a maximum royalty of $ 2,500,000 .

As of June 30, 2022, we have not generated any revenue related to these license agreements.

Our license agreements with George Mason University and The MITRE Corporation include provisions for a royalty payment on revenues collected of 5% and 6%, respectively.

Our license agreements with The MITRE Corporation includes provisions for a royalty payment on revenues collected of 6% .

As of June 30, 2023, we have not generated any revenue related to these license agreements.

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SUBSEQUENT EVENTS

In the quarter ended September 30 2022, our consultants vested 1,482 shares of our $ 0.0001 par value common stock, valued at $ 23,000 , or at an average price per share of $ 15.53 .

In the quarter ended September 30 2022, our directors and officers vested 3,705 shares of our $ 0.0001 par value common stock, valued at $ 34,412 , or at an average price per share of $ 9.29 .

In September 2022 the Company amended the terms of four convertible notes held by three individual investors.

The amendment to each of the notes waived the requirement for an interim note payment to be made by the Company.

In exchange for this the Company issued the noteholders warrants for an aggregate 138,667 common shares.

The warrants have a five year life and a conversion price of $ 0.001 per share.

In July 2023 our consultants vested 657,500 shares of our $ 0.0001 par value common stock, valued at $ 17,849 , or at an average price per share of $ 0.027 .

In July 2023 our directors and officers vested 1,240,000 shares of our $ 0.0001 par value common stock, valued at $ 20,956 , or at an average price per share of $ 0.0169 .

In July 2023 our employees vested 80,000 shares of our $ 0.0001 par value common stock, valued at $ 1,352 , or at an average price per share of $ 0.0169 .

In August 2023 our consultants vested 282,500 shares of our $ 0.0001 par value common stock, valued at $ 14,099 , or at an average price per share of $ 0.05 .

In August 2023 our directors and officers vested 1,240,000 shares of our $ 0.0001 par value common stock, valued at $ 20,956 , or at an average price per share of $ 0.0169 .

In August 2023 our employees vested 80,000 shares of our $ 0.0001 par value common stock, valued at $ 1,352 , or at an average price per share of $ 0.0169 .

In September 2023 our consultants vested 449,166 shares of our $ 0.0001 par value common stock, valued at $ 16,915 , or at an average price per share of $ 0.038 .

In September 2023 our directors and officers vested 1,240,000 shares of our $ 0.0001 par value common stock, valued at $ 20,956 , or at an average price per share of $ 0.0169 .

In September 2023 our employees vested 80,000 shares of our $ 0.0001 par value common stock, valued at $ 1,352 , or at an average price per share of $ 0.0169 .

In July 2023 the Company issued 2,578,500 shares of its $ 0.0001 par value common stock upon the conversion of principal and interest of $ 39,970 of its outstanding convertible notes, valued at $ 0.0169 per share.

In August 2023 the Company issued 3,900,000 shares of its $ 0.0001 par value common stock upon the conversion of principal and interest of $ 62,410 of its outstanding convertible notes, valued at $ 0.0169 per share.

In August 2023, the Company entered into a Securities Purchase Agreement with an investor pursuant to which the investor purchased a promissory note with a face value of $ 39,900 , made by the Company for a purchase price of $ 38,000 .

The Note bears an original issue discount of $ 1,900 , bears interest of 10 % per year and matures in August 2024.

The Note is convertible into shares of the Company’s common stock at a conversion price of $ 1.50 per share, subject to adjustment as provided therein.

The Company has the right to prepay the Note in full, including accrued but unpaid interest.

If the Note is paid off in full within 60 days following the issue date a prepayment percentage of 120% will apply for amounts owed.

If the Note is paid off from day sixty-one (61) following the issue date to day one hundred eighty (180) days following the Issue Date a prepayment percentage of 125% will apply for amounts owed.

The Note contains events of defaults and certain negatives covenants that are typical in the types of transactions contemplated by the Purchase Agreement.

In September 2023, the Company entered into a Securities Purchase Agreement with an investor pursuant to which the investor purchased a promissory note with a face value of $ 47,000 , made by the Company for a purchase price of $ 45,000 .

The Note bears an original issue discount of $ 2,000 , bears interest of 10 % per year and matures in September 2024.

The Note is convertible into shares of the Company’s common stock at a conversion price of $ 1.50 per share, subject to adjustment as provided therein.

The Company has the right to prepay the Note in full, including accrued but unpaid interest.

If the Note is paid off in full within 60 days following the issue date a prepayment percentage of 120% will apply for amounts owed.

If the Note is paid off from day sixty-one (61) following the issue date to day one hundred eighty (180) days following the Issue Date a prepayment percentage of 125% will apply for amounts owed.

The Note contains events of defaults and certain negatives covenants that are typical in the types of transactions contemplated by the Purchase Agreement.

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