Cover
Cover | 6 Months Ended |
Dec. 31, 2021 | |
Cover [Abstract] | |
Entity Registrant Name | VISIUM TECHNOLOGIES, INC. |
Entity Central Index Key | 0001082733 |
Document Type | S-1 |
Amendment Flag | false |
Entity Small Business | true |
Entity Emerging Growth Company | false |
Entity Filer Category | Non-accelerated Filer |
Entity Incorporation State Country Code | FL |
Entity Tax Identification Number | 87-0449667 |
Entity Address Address Line 1 | 4094 Majestic Lane |
Entity Address Address Line 2 | Suite 360 |
Entity Address City Or Town | Fairfax |
Entity Address State Or Province | VA |
Entity Address Postal Zip Code | 22033 |
City Area Code | 703 |
Local Phone Number | 273-0383 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2021 | Jun. 30, 2021 | Jun. 30, 2020 |
Current assets: | |||
Cash | $ 361,560 | $ 125,166 | $ 30,251 |
Prepaid license fee | 20,417 | 55,418 | 0 |
Total current assets | 381,977 | 180,584 | 30,251 |
Total assets | 381,977 | 180,584 | 30,251 |
Current liabilities: | |||
Accounts payable and accrued expenses | 516,153 | 425,804 | 333,805 |
Accrued compensation | 682,529 | 672,529 | 652,529 |
Accrued interest | 368,908 | 366,149 | 677,857 |
Convertible notes payable to ASC Recap LLC | 147,965 | 147,965 | 147,965 |
Convertible notes payable, net of discount of $0 and $396,033, as of December 31, 2021 and June 30, 2021, respectively | 317,431 | 809,195 | 852,965 |
Derivative liabilities | 128,036 | 184,381 | 438,553 |
Notes payable, net of discount of $0 and $18,252, as of December 31, 2021 and June 30, 2021, respectively | 205,000 | 411,748 | 205,000 |
Due to officers | 0 | 0 | 102,340 |
Total current liabilities | 2,366,022 | 3,017,771 | 3,411,011 |
Stockholders' deficit: | |||
Common stock, $0.0001 par value, 10,000,000,000 shares authorized: 3,681,071,235 shares issued and 3,620,071,235 outstanding at December 31, 2021, and 3,098,271,081 shares issued and 2,946,271,099 outstanding at June 30, 2021, respectively (See Note 7) | 362,008 | 294,627 | 154,413 |
Additional paid in capital | 52,109,948 | 48,217,903 | 44,441,085 |
Accumulated deficit | (54,471,321) | (51,365,037) | (47,991,578) |
Total stockholders' deficit | (1,984,045) | (2,837,187) | (3,380,760) |
Total liabilities and stockholders' deficit | 381,977 | 180,584 | 30,251 |
Series A Convertible Preferred Stock [Member] | |||
Stockholders' deficit: | |||
Preferred stock value | 13,992 | 13,992 | 13,992 |
Series B Convertible Preferred Stock [Member] | |||
Stockholders' deficit: | |||
Preferred stock value | 1,328 | 1,328 | 1,328 |
Series A A Convertible Stocks [Member] | |||
Stockholders' deficit: | |||
Preferred stock value | $ 0 | $ 0 | $ 0 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Dec. 31, 2021 | Jun. 30, 2021 | Jun. 30, 2020 |
Convertible notes payable, net of discount | $ 0 | $ 396,033 | $ 0 |
Notes payable, net of discount | $ 0 | $ 18,252 | $ 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 10,000,000,000 | 10,000,000,000 | 10,000,000,000 |
Common stock, shares issued | 3,681,071,235 | 3,098,271,081 | 1,544,793,446 |
Common stock, shares outstanding | 3,620,071,235 | 2,946,271,099 | 1,544,126,787 |
Preferred stock, par value | $ 0.0001 | ||
Series A Convertible Preferred Stock [Member] | |||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 | 20,000,000 |
Preferred stock, shares issued | 13,992,340 | 13,992,340 | 13,992,340 |
Preferred stock, shares outstanding | 13,992,340 | 13,992,340 | 13,992,340 |
Series B Convertible Preferred Stock [Member] | |||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 30,000,000 | 30,000,000 | 30,000,000 |
Preferred stock, shares issued | 1,327,640 | 1,327,640 | 1,327,640 |
Preferred stock, shares outstanding | 1,327,640 | 1,327,640 | 1,327,640 |
Series A A Convertible Stocks [Member] | |||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 1 | 1 | 1 |
Preferred stock, shares issued | 1 | 1 | 1 |
Preferred stock, shares outstanding | 1 | 1 | 1 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
CONSOLIDATED STATEMENTS OF OPERATIONS | ||||||
Net revenues | $ 0 | $ 0 | $ 0 | $ 0 | $ 25,000 | |
Operating expenses: | ||||||
Selling, general and administrative | 1,264,592 | 168,511 | 2,464,629 | 361,707 | 3,879,158 | $ 917,993 |
Development expense | 85,912 | 10,994 | 196,325 | 105,994 | 258,168 | 35,500 |
Total Operating Expenses | 1,350,504 | 179,505 | 2,660,954 | 467,701 | 4,137,326 | 953,493 |
Loss from Operations | (1,350,504) | (179,505) | (2,660,954) | (467,701) | (4,112,326) | (953,493) |
Other income (expenses): | ||||||
Gain (loss) on change in fair value of derivative liabilities | 75,253 | (673,826) | 56,345 | (549,494) | 1,844,460 | 385,367 |
Derivative liability expense | (1,059,282) | (61,396) | ||||
Gain (loss) on extinguishment of debt | 0 | (53,963) | 0 | (208,864) | 28,863 | (593,907) |
Gain (loss) on debt write off | 578,408 | |||||
Warrant exercise expense | 0 | (211,411) | 0 | (211,411) | (211,411) | |
Interest expense | (15,211) | (49,096) | (501,675) | (76,004) | (442,171) | (323,021) |
Other income | 4,000 | |||||
Total other income (expenses) | 60,042 | (988,296) | (445,330) | (1,045,773) | 738,867 | (588,957) |
Net loss | $ (1,290,462) | $ (1,167,801) | $ (3,106,284) | $ (1,513,474) | $ (3,373,459) | $ (1,542,450) |
Loss per common share basic and diluted | $ 0 | $ (0.001) | $ (0.001) | $ (0.001) | $ (0.002) | $ (0.005) |
Weighted average common shares outstanding - basic and diluted | 3,516,595,175 | 2,142,394,543 | 3,273,092,114 | 1,929,418,649 | 1,977,488,957 | 312,626,670 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS DEFICIT - USD ($) | Total | Series A Preferred Stocks | Series B Preferred Stock | Series AA Preferred Stock | Common Stock | Additional Paid-In Capital | Retained Earnings (Accumulated Deficit) |
Balance, shares at Jun. 30, 2019 | 13,992,340 | 1,327,640 | 1 | 42,066,269 | |||
Balance, amount at Jun. 30, 2019 | $ (3,244,617) | $ 13,992 | $ 1,328 | $ 0 | $ 4,207 | $ 43,184,984 | $ (46,449,128) |
Shares issued as compensation to directors and officers, shares | 348,000,000 | ||||||
Shares issued as compensation to directors and officers, amount | 148,000 | $ 34,800 | 113,200 | ||||
Shares issued for consulting services, shares | 199,850,000 | ||||||
Shares issued for consulting services, amount | 198,735 | $ 19,985 | 178,750 | ||||
Shares issued for conversion of notes payable, shares | 954,210,518 | ||||||
Shares issued for conversion of notes payable, amount | 1,059,572 | $ 95,421 | 964,151 | ||||
Net loss for the year ended June 30, 2021 | (1,542,450) | (1,542,450) | |||||
Net loss for the six months ended December 31, 2020 | (1,542,450) | ||||||
Balance, shares at Jun. 30, 2020 | 13,992,340 | 1,327,670 | 1 | 1,544,126,787 | |||
Balance, amount at Jun. 30, 2020 | (3,380,760) | $ 13,992 | $ 1,328 | $ 0 | $ 154,413 | 44,441,085 | (47,991,578) |
Shares issued as compensation to directors and officers, shares | 90,000,000 | ||||||
Shares issued as compensation to directors and officers, amount | 45,000 | $ 9,000 | 36,000 | ||||
Shares issued for consulting services, shares | 30,400,000 | ||||||
Shares issued for consulting services, amount | 39,000 | $ 3,040 | 35,960 | ||||
Shares issued for conversion of notes payable, shares | 463,144,160 | ||||||
Shares issued for conversion of notes payable, amount | 294,336 | $ 46,314 | 248,022 | ||||
Commitment shares issued pursuant to financings, shares | 225,000,000 | ||||||
Commitment shares issued pursuant to financings, amount | 133,029 | $ 22,500 | 110,529 | ||||
Shares issued for exercise of warrants, shares | 348,261,534 | ||||||
Shares issued for exercise of warrants, amount | 211,411 | $ 34,826 | 176,585 | ||||
Net loss for the six months ended December 31, 2020 | (1,513,474) | (1,513,474) | |||||
Amortization of deferred compensation | 0 | ||||||
Balance, shares at Dec. 31, 2020 | 13,992,340 | 1,327,670 | 1 | 2,700,932,482 | |||
Balance, amount at Dec. 31, 2020 | (4,171,461) | $ 13,992 | $ 1,328 | $ 0 | $ 270,094 | 45,048,181 | (49,505,056) |
Balance, shares at Jun. 30, 2020 | 13,992,340 | 1,327,670 | 1 | 1,544,126,787 | |||
Balance, amount at Jun. 30, 2020 | (3,380,760) | $ 13,992 | $ 1,328 | $ 0 | $ 154,413 | 44,441,085 | (47,991,578) |
Shares issued as compensation to directors and officers, shares | 220,000,000 | ||||||
Shares issued as compensation to directors and officers, amount | 2,809,000 | $ 22,000 | 2,787,000 | ||||
Shares issued for consulting services, shares | 56,666,669 | ||||||
Shares issued for consulting services, amount | 354,000 | $ 5,667 | 348,333 | ||||
Shares issued for conversion of notes payable, shares | 524,543,160 | ||||||
Shares issued for conversion of notes payable, amount | 391,039 | $ 52,454 | 338,585 | ||||
Net loss for the year ended June 30, 2021 | (3,373,459) | (3,373,459) | |||||
Commitment shares issued pursuant to financings, shares | 225,000,000 | ||||||
Commitment shares issued pursuant to financings, amount | 133,029 | $ 22,500 | 110,529 | ||||
Net loss for the six months ended December 31, 2020 | (3,373,459) | ||||||
Amortization of deferred compensation | 18,553 | 18,553 | |||||
Shares issued upon exercise of stock warrants, shares | 375,934,483 | ||||||
Shares issued upon exercise of stock warrants, amount | 211,411 | $ 37,593 | 173,818 | ||||
Balance, shares at Jun. 30, 2021 | 13,992,340 | 1,327,670 | 1 | 2,946,271,099 | |||
Balance, amount at Jun. 30, 2021 | (2,837,187) | $ 13,992 | $ 1,328 | $ 0 | $ 294,627 | 48,217,903 | (51,365,037) |
Balance, shares at Sep. 30, 2020 | 13,992,340 | 1,327,670 | 1 | 2,026,275,348 | |||
Balance, amount at Sep. 30, 2020 | (3,420,814) | $ 13,992 | $ 1,328 | $ 0 | $ 202,628 | 44,698,489 | (48,337,251) |
Shares issued for consulting services, shares | 200,000 | ||||||
Shares issued for consulting services, amount | 12,000 | $ 20 | 11,980 | ||||
Shares issued for conversion of notes payable, shares | 101,195,600 | ||||||
Shares issued for conversion of notes payable, amount | 60,718 | $ 10,120 | 50,598 | ||||
Commitment shares issued pursuant to financings, shares | 225,000,000 | ||||||
Commitment shares issued pursuant to financings, amount | 133,029 | $ 22,500 | 110,529 | ||||
Shares issued for exercise of warrants, shares | 348,261,534 | ||||||
Shares issued for exercise of warrants, amount | 211,411 | $ 34,826 | 176,585 | ||||
Net loss for the six months ended December 31, 2020 | (1,167,801) | (1,167,805) | |||||
Balance, shares at Dec. 31, 2020 | 13,992,340 | 1,327,670 | 1 | 2,700,932,482 | |||
Balance, amount at Dec. 31, 2020 | (4,171,461) | $ 13,992 | $ 1,328 | $ 0 | $ 270,094 | 45,048,181 | (49,505,056) |
Balance, shares at Jun. 30, 2021 | 13,992,340 | 1,327,670 | 1 | 2,946,271,099 | |||
Balance, amount at Jun. 30, 2021 | (2,837,187) | $ 13,992 | $ 1,328 | $ 0 | $ 294,627 | 48,217,903 | (51,365,037) |
Shares issued as compensation to directors and officers, shares | 88,000,000 | ||||||
Shares issued as compensation to directors and officers, amount | 818,000 | $ 8,800 | 809,200 | ||||
Shares issued for consulting services, shares | 81,166,666 | ||||||
Shares issued for consulting services, amount | 729,331 | $ 8,117 | 721,214 | ||||
Shares issued for exercise of warrants, shares | 6,587,229 | ||||||
Shares issued for exercise of warrants, amount | 0 | $ 659 | (659) | ||||
Net loss for the six months ended December 31, 2020 | (3,106,284) | (3,106,284) | |||||
Amortization of deferred compensation | 81,048 | 81,048 | |||||
Shares issued for conversion of notes payable and accrued interest, shares | 198,046,241 | ||||||
Shares issued for conversion of notes payable and accrued interest, amount | 831,047 | $ 19,805 | 811,242 | ||||
Shares issued pursuant to sale of common stock, shares | 300,000,000 | ||||||
Shares issued pursuant to sale of common stock, amount | 1,500,000 | $ 30,000 | 1,470,000 | ||||
Balance, shares at Dec. 31, 2021 | 13,992,340 | 1,327,670 | 1 | 3,620,071,235 | |||
Balance, amount at Dec. 31, 2021 | (1,984,045) | $ 13,992 | $ 1,328 | $ 0 | $ 362,008 | 52,109,948 | (54,471,321) |
Balance, shares at Sep. 30, 2021 | 13,992,340 | 1,327,670 | 1 | 3,512,404,569 | |||
Balance, amount at Sep. 30, 2021 | (1,609,690) | $ 13,992 | $ 1,328 | $ 0 | $ 351,241 | 51,204,608 | (53,180,859) |
Shares issued for consulting services, shares | 49,666,666 | ||||||
Shares issued for consulting services, amount | 402,583 | $ 4,967 | 397,616 | ||||
Net loss for the six months ended December 31, 2020 | (1,290,462) | (1,290,462) | |||||
Amortization of deferred compensation | 40,524 | 40,524 | |||||
Shares issued as compensation, shares | 58,000,000 | ||||||
Shares issued as compensation, amount | 473,000 | $ 5,800 | 467,200 | ||||
Balance, shares at Dec. 31, 2021 | 13,992,340 | 1,327,670 | 1 | 3,620,071,235 | |||
Balance, amount at Dec. 31, 2021 | $ (1,984,045) | $ 13,992 | $ 1,328 | $ 0 | $ 362,008 | $ 52,109,948 | $ (54,471,321) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 6 Months Ended | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Cash flows from operating activities: | ||||
Net loss | $ (3,106,284) | $ (1,513,474) | $ (3,373,459) | $ (1,542,450) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Stock-based compensation | 1,547,332 | 84,000 | 3,163,000 | 346,735 |
Amortization of debt discount | 410,922 | 20,128 | 305,499 | 206,249 |
(Gain) loss on debt settlement/write-offs | (607,271) | 593,907 | ||
Warrant exercise expense | 0 | 211,411 | ||
(Gain) loss on change in fair value of derivative liability | (56,345) | 549,494 | (1,844,460) | (385,367) |
Warrant conversion expense | 211,411 | 0 | ||
Amortization of deferred compensation | 81,048 | 0 | 18,553 | |
Loss on extinguishment of debt | 0 | 208,864 | ||
Derivative liability expense | 1,059,282 | 61,396 | ||
Changes in operating assets and liabilities: | ||||
Accounts payable and accrued expenses | 90,353 | 87,698 | 445,850 | 130,832 |
Prepaid expenses | 35,000 | 0 | (55,417) | 0 |
Accrued interest | 64,368 | 36,466 | 96,007 | 145,941 |
Accrued compensation | 10,000 | 136,500 | 20,000 | 336,000 |
Discount on notes payable | (213,082) | |||
Net cash used in operating activities | (923,606) | (178,913) | (792,640) | (106,757) |
Cash flows from financing activities: | ||||
Proceeds from sale of common stock | 1,500,000 | 0 | ||
Repayment of convertible notes payable | (115,000) | (18,879) | (73,700) | |
Proceeds from notes payable | 0 | 320,377 | ||
Repayment of promissory notes payable | (225,000) | 0 | ||
Advances from officers | 0 | (102,340) | (102,340) | (40,340) |
Proceeds from convertible notes payable | 838,595 | 78,000 | ||
Proceeds from short term notes payable | 225,000 | |||
Net cash provided by financing activities | 1,160,000 | 199,158 | 887,555 | 118,340 |
Net increase in cash | 236,394 | 20,245 | 94,915 | 11,583 |
Cash, beginning of period | 125,166 | 30,251 | 30,251 | 18,668 |
Cash, end of period | 361,560 | 50,492 | 125,166 | 30,251 |
Supplemental disclosures of cash flow information: | ||||
Cash paid for interest | 22,011 | 15,807 | 39,755 | |
Cash paid for income taxes | 0 | 0 | ||
Non-cash investing and financing activities: | ||||
Issuance of common stock for conversion of notes payable and accrued interest | $ 831,047 | $ 93,256 | $ 188,460 | 333,220 |
Change in fair value of derivative liability related to debt conversions | 92,444 | |||
Derivative liability attributable to debt discount on new notes payable | $ 48,000 |
ORGANIZATION, GOING CONCERN AND
ORGANIZATION, GOING CONCERN AND BASIS OF PRESENTATION | 6 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Jun. 30, 2021 | |
ORGANIZATION, GOING CONCERN AND BASIS OF PRESENTATION | ||
ORGANIZATION, DESCRIPTION OF BUSINESS AND GOING CONCERN | NOTE 1: ORGANIZATION, GOING CONCERN AND BASIS OF PRESENTATION Visium Technologies, Inc., or the Company, is a Florida corporation that was originally incorporated in Nevada in October 1987. It was formerly known as Jaguar Investments, Inc. between October 1987 and May 2003, Power2Ship, Inc. between May 2003 and November 2006, Fittipaldi Logistics, Inc. between November 2006 and December 2007, and as NuState Energy Holdings, Inc. between December 2007 and March 5, 2018 when it changed its name to Visium Technologies, Inc. The Company is focused on digital risk management, cybersecurity, and technology services for network physical security, the Cloud, mobility solutions, critical infrastructure security, and the Internet of Things (“IOT”). In 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 pursue. Going Concern The accompanying consolidated financial statements have been prepared on a going concern basis. For the six months ended December 31, 2021 we had a net loss of $3,106,284, had net cash used in operating activities of $923,606 and had negative working capital of $1,984,045. These matters raise substantial doubt about the Company’s ability to continue as a going concern for a period of one year from the date of this filing. 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. Management plans to provide for the Company’s capital requirements by continuing to issue additional equity and debt securities. 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. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. COVID-19 Update In March 2020, the World Health Organization declared the COVID-19 outbreak to be a global pandemic. The pandemic has had significant impacts around the globe and in many locations in which we operate. While the impacts have not caused a material adverse financial impact to our business to date, the future impacts remain uncertain. The extent to which the COVID-19 pandemic may impact our business going forward will depend on numerous evolving factors that we cannot reliably predict. These factors may adversely impact business spending on technology as well as customers’ ability to pay for our products and services on an ongoing basis. The effect, if any, of the COVID-19 pandemic would not be fully reflected in our results of operations and overall financial performance until future periods. Throughout the pandemic we have continued to make investments to support business growth and product development, including investments in research and development as we continue to introduce new applications to extend the functionality of our products, sales and marketing to support customer growth, and other critical functions to ensure the highest levels of customer service and support as well as ensuring that we maintain the required infrastructure to be a public company. We expect to continue to make these investments. As of December 31, 2021, COVID-19 has not had a material impact on our results of operations or financial condition. Basis of Presentation The unaudited interim consolidated financial information furnished herein reflects all adjustments, consisting only of normal recurring items, which in the opinion of management are necessary to fairly state Visium Technologies, Inc.’s (the “Company” or “we”, “us” or “our”) financial position, results of operations and cash flows for the dates and periods presented and to make such information not misleading. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted pursuant to rules and regulations of the Securities and Exchange Commission (“SEC”), nevertheless, management of the Company believes that the disclosures herein are adequate to make the information presented not misleading. These unaudited consolidated financial statements should be read in conjunction with the Company’s audited financial statements for the year ended June 30, 2021, contained in the Company’s Annual Report on Form 10-K filed with the SEC on October 13, 2021. The results of operations for the six months ended December 31, 2021, are not necessarily indicative of results to be expected for any other interim period or the fiscal year ending June 30, 2022. | NOTE 1: ORGANIZATION, DESCRIPTION OF BUSINESS AND GOING CONCERN Visium Technologies, Inc., or the Company, is a Florida corporation that was originally incorporated in Nevada in October 1987. It was formerly known as Jaguar Investments, Inc. between October 1987 and May 2003, Power2Ship, Inc. between May 2003 and November 2006, Fittipaldi Logistics, Inc. between November 2006 and December 2007, and as NuState Energy Holdings, Inc. between December 2007 and March 5, 2018 when it changed its name to Visium Technologies, Inc. The Company is focused on digital risk management, cybersecurity, and technology services for network physical security, the Cloud, mobility solutions, and the Internet of Things (“IOT”). In 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 pursue. Going Concern The accompanying consolidated financial statements have been prepared on a going concern basis. For the year ended June 30, 2021 we 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. These matters raise substantial doubt about the Company’s ability to continue as a going concern for a period of one year from the date of this filing. 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. Management plans to provide for the Company’s capital requirements by continuing to issue additional equity and debt securities. 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. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Jun. 30, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Fiscal Year The fiscal year ends on June 30. References to fiscal year 2022, for example, refer to the fiscal year ending June 30, 2022. Principles of Consolidation The accompanying consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles and include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidation. Use of Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reporting amounts of revenues and expenses during the reported period. Actual results will differ from those estimates. Included in these estimates are assumptions used in Cox, Ross & Rubinstein Binomial Tree stock-based compensation valuation methods, such as expected volatility, risk-free interest rate, and expected dividend rate and in the valuation allowance of deferred tax assets and derivative liability. Cash and Cash Equivalents The Company considers all highly liquid, temporary, cash equivalents or investments with an original maturity of three months or less when purchased, to be cash equivalents. The Company had no cash equivalents during the six months ended December 31, 2021 and year ended June 30, 2021. Concentration of Credit Risks The Company is subject to a concentration of credit risk from cash. 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. Derivative Liabilities The Company assessed the classification of its derivative financial instruments as of December 31, 2021 and June 30, 2021 which consist of convertible instruments and rights to shares of the Company’s common stock and determined that such derivatives meet the criteria for liability classification under ASC 815. ASC 815 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. 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. ASC 815 also provides an exception to this rule when the host instrument is deemed to be conventional, as described. The Company uses judgment in determining the fair value of derivative liabilities at the date of issuance and at every balance sheet thereafter and in determining which valuation method is most appropriate for the instrument, the expected volatility, the implied risk-free interest rate, as well as the expected dividend rate, if any. The Company recorded a derivative liability as of December 31, 2021 of $128,036. Fair Value of Financial Instruments The Company accounts for assets and liabilities measured at fair value on a recurring basis, in accordance with ASC Topic 820, Fair Value Measurements and Disclosures, or ASC 820. ASC 820 establishes a common definition for fair value to be applied to existing generally accepted accounting principles that require the use of fair value measurements, establishes a framework for measuring fair value, and expands disclosure about such fair value measurements. ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Additionally, ASC 820 requires the use of valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized below: Level 1: Observable inputs such as quoted market prices in active markets for identical assets or liabilities. Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data. Level 3: Unobservable inputs for which there is little or no market data, which require the use of the reporting entity’s own assumptions. Additional Disclosures Regarding Fair Value Measurements The carrying value of cash, accounts payable and accrued expenses, accrued compensation, notes payable and convertible promissory notes payable, approximate their fair value due to the short maturity of these items or the use of market interest rates. Convertible Instruments The 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 ASC 470-20, Debt with Conversion and Other 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 the note. Debt discounts under these arrangements are amortized over the term of the related debt to their earliest date of redemption. The Company also records 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 note. ASC 815-40, Contracts in Entity’s own Equity, generally provides that, among other things, if an event is not within the entity’s control, such contract could require net cash settlement and shall be classified as an asset or a liability. The Company determines whether the instruments issued in the transactions are considered indexed to the Company’s own stock. During fiscal years 2014 through 2021 the Company’s issued convertible securities with variable conversion provisions that resulted in derivative liabilities. See discussion above under derivative liabilities that resulted in a change in derivative liability accounting. Revenue Recognition All 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. Income Taxes The Company accounts for income taxes pursuant to the provisions of ASC 740-10, “Accounting for Income Taxes,” which requires, among other things, an asset and liability approach to calculating deferred income taxes. The asset and liability approach requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. A valuation allowance is provided to offset any net deferred tax assets for which management believes it is more likely than not that the net deferred asset will not be realized. The Company follows the provisions of ASC 740-10, “Accounting for Uncertain Income Tax Positions”. When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. In accordance with the guidance of ASC 740-10, the benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above should be reflected as a liability for uncertain tax benefits in the accompanying balance sheet along with any associated interest and penalties that would be payable to the taxing authorities upon examination. The Company believes its tax positions are all highly certain of being upheld upon examination. As such, the Company has not recorded a liability for uncertain tax benefits. The Company has adopted ASC 740-10-25, “ , Share-Based Payments The Company accounts for stock-based compensation in accordance with ASU 2020-07, Compensation – Stock Compensation (Topic 718). This update is intended to reduce cost and complexity and to improve financial reporting for share-based payments issued to non-employees (for example, service providers, external legal counsel, suppliers, etc.). The ASU expands the scope of Topic 718, Compensation—Stock Compensation, which currently only includes share-based payments issued to employees, to also include share-based payments issued to non-employees for goods and services. Consequently, the accounting for share-based payments to non-employees and employees is substantially aligned. Under ASC Topic 718, “Compensation - Stock Compensation”. Under the fair value recognition provisions of this topic, stock-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as an expense on a straight-line basis over the requisite service period, which is the vesting period. The Company has elected to use the Cox, Ross & Rubinstein Binomial Tree valuation model to estimate the fair value of its options, which incorporates various subjective assumptions including volatility, risk-free interest rate, expected life, and dividend yield to calculate the fair value of stock option awards. Compensation expense recognized in the statements of operations is based on awards ultimately expected to vest and reflects estimated forfeitures. ASC 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Segment Reporting The Company operates in one business segment which technologies are focused on cybersecurity. Recent Accounting Pronouncements The Company has reviewed the FASB issued ASU accounting pronouncements and interpretations thereof that have effectiveness dates during the periods reported and in future periods. The Company has carefully considered the new pronouncements that alter previous generally accepted accounting principles and do not believe that any new or modified principles will have a material impact on the Company’s reported financial position or operations in the near term. The applicability of any standard is subject to the formal review of the Company’s financial management. In August 2020, the FASB issued ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40) – Accounting for Convertible Instruments and Contracts on an Entity’s Own Equity. The ASU simplifies accounting for convertible instruments by removing major separation models required under current GAAP. Consequently, more convertible debt instruments will be reported as a single liability instrument with no separate accounting for embedded conversion features. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, which will permit more equity contracts to qualify for the exceptions. The ASU also simplifies the diluted net income per share calculation in certain areas. The new guidance is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, and early adoption is permitted. The Company is currently evaluating the impact of the adoption of the standard on the consolidated financial statements. In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt-Modifications and Extinguishments (Subtopic 470-50), Compensation-Stock Compensation (Topic 718), and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40). The new ASU addresses issuer’s accounting for certain modifications or exchanges of freestanding equity-classified written call options. This amendment is effective for all entities, for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the impact this new Basic and Diluted Earnings Per Share Basic earnings per share are calculated by dividing income available to stockholders by the weighted-average number of shares of Common Stock outstanding during each period. Diluted earnings per share are computed using the weighted average number of shares of Common Stock and the dilutive Common Stock share equivalents outstanding during the period. Dilutive Common Stock share equivalents consist of shares issuable upon the exercise of in-the-money stock options and warrants (calculated using the modified-treasury stock method) and conversion of other securities such as convertible debt or convertible preferred stock. Potential common shares that would be as follows: December 31, June 30, 2021 2021 Weighted average common shares outstanding 3,273,092,114 1,977,488,957 Effect of dilutive securities-when applicable: Convertible promissory notes 95,911,155 142,079,692 Preferred stock 13,996,767 13,996,767 Common stock options 8,000,000 - Warrants 6,814,782 12,165,260 Fully diluted earnings per share—adjusted weighted-average shares and assumed conversions 3,397,814,818 2,145,730,676 | NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Use of Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reporting amounts of revenues and expenses during the reported period. Actual results will differ from those estimates. Included in these estimates are assumptions used in Cox, Ross & Rubinstein Binomial Tree stock-based compensation and derivative liabilities valuation methods, such as expected volatility, risk-free interest rate, and expected dividend rate and in the valuation allowance of deferred tax assets. Cash and Cash Equivalents The Company considers all highly liquid, temporary, cash equivalents or investments with an original maturity of three months or less when purchased, to be cash equivalents. The Company had no cash equivalents during the years ended June 30, 2021 and 2020. Concentration of Credit Risks The Company is subject to a concentration of credit risk from cash. 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. Derivative Liabilities The Company assessed the classification of its derivative financial instruments as of June 30, 2021 and 2020, which consist of convertible instruments and rights to shares of the Company’s common stock and determined that such derivatives meet the criteria for liability classification under ASC 815. ASC 815 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. 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. ASC 815 also provides an exception to this rule when the host instrument is deemed to be conventional, as described. The Company uses judgment in determining the fair value of derivative liabilities at the date of issuance and at every balance sheet thereafter and in determining which valuation method is most appropriate for the instrument, the expected volatility, the implied risk-free interest rate, as well as the expected dividend rate, if any. The Company recorded a derivative liability as of June 30, 2021 of $184,381. Fair Value of Financial Instruments The Company accounts for assets and liabilities measured at fair value on a recurring basis, in accordance with ASC Topic 820, Fair Value Measurements and Disclosures, or ASC 820. ASC 820 establishes a common definition for fair value to be applied to existing generally accepted accounting principles that require the use of fair value measurements, establishes a framework for measuring fair value, and expands disclosure about such fair value measurements. ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Additionally, ASC 820 requires the use of valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized below: Level 1: Observable inputs such as quoted market prices in active markets for identical assets or liabilities. Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data. Level 3: Unobservable inputs for which there is little or no market data, which require the use of the reporting entity’s own assumptions. Additional Disclosures Regarding Fair Value Measurements The carrying value of cash, accounts payable and accrued expenses, accrued compensation, notes payable and convertible promissory notes payable, approximate their fair value due to the short maturity of these items or the use of market interest rates. Convertible Instruments The 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 ASC 470-20, Debt with Conversion and Other 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 the note. Debt discounts under these arrangements are amortized over the term of the related debt to their earliest date of redemption. The Company also records 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 note. ASC 815-40, Contracts in Entity’s own Equity, generally provides that, among other things, if an event is not within the entity’s control, such contract could require net cash settlement and shall be classified as an asset or a liability. The Company determines whether the instruments issued in the transactions are considered indexed to the Company’s own stock. During fiscal years 2014 through 2020 the Company’s issued convertible securities with variable conversion provisions that resulted in derivative liabilities. See discussion above under derivative liabilities that resulted in a change in derivative liability accounting. Revenue Recognition All 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. Income Taxes The Company accounts for income taxes pursuant to the provisions of ASC 740-10, “Accounting for Income Taxes,” which requires, among other things, an asset and liability approach to calculating deferred income taxes. The asset and liability approach requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. A valuation allowance is provided to offset any net deferred tax assets for which management believes it is more likely than not that the net deferred asset will not be realized. The Company follows the provisions of ASC 740-10, “Accounting for Uncertain Income Tax Positions”. When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. In accordance with the guidance of ASC 740-10, the benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above should be reflected as a liability for uncertain tax benefits in the accompanying balance sheet along with any associated interest and penalties that would be payable to the taxing authorities upon examination. The Company believes its tax positions are all highly certain of being upheld upon examination. As such, the Company has not recorded a liability for uncertain tax benefits. The Company has adopted ASC 740-10-25, “ , Share-Based Payments The Company accounts for stock-based compensation in accordance with ASU 2020-07, Compensation – Stock Compensation (Topic 718). This update is intended to reduce cost and complexity and to improve financial reporting for share-based payments issued to non-employees (for example, service providers, external legal counsel, suppliers, etc.). The ASU expands the scope of Topic 718, Compensation—Stock Compensation, which currently only includes share-based payments issued to employees, to also include share-based payments issued to non-employees for goods and services. Consequently, the accounting for share-based payments to non-employees and employees is substantially aligned. Under ASC Topic 718, “Compensation - Stock Compensation”. Under the fair value recognition provisions of this topic, stock-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as an expense on a straight-line basis over the requisite service period, which is the vesting period. The Company has elected to use the Cox, Ross & Rubinstein Binomial Tree valuation model to estimate the fair value of its options, which incorporates various subjective assumptions including volatility, risk-free interest rate, expected life, and dividend yield to calculate the fair value of stock option awards. Compensation expense recognized in the statements of operations is based on awards ultimately expected to vest and reflects estimated forfeitures. ASC 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Segment Reporting The Company operates in one business segment which technologies are focused on cybersecurity. Recent Accounting Pronouncements All new 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 Basic earnings per share are calculated by dividing income available to stockholders by the weighted-average number of shares of Common Stock outstanding during each period. Diluted earnings per share are computed using the weighted average number of shares of Common Stock and the dilutive Common Stock share equivalents outstanding during the period. Dilutive Common Stock share equivalents consist of shares issuable upon the exercise of in-the-money stock options and warrants (calculated using the modified-treasury stock method) and conversion of other securities such as convertible debt or convertible preferred stock. Potential common shares includable in the computation of fully diluted per-share results are not presented in the financial statements for the year ended June 30, 2021 and 2020 as their effect would be anti-dilutive. Potential common shares that would be as follows: For the Years ended June 30, 2021 2020 Weighted average common shares outstanding 1,977,488,957 312,626,670 Effect of dilutive securities-when applicable: Convertible promissory notes 142,079,692 1,014,701,330 Preferred Stock 13,996,767 13,996,767 Warrants 12,165,260 500,000 Fully diluted earnings per share—adjusted weighted-average shares and assumed conversions 2,145,730,676 1,341,824,767 |
PREPAID LICENSE FEE
PREPAID LICENSE FEE | 6 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Jun. 30, 2021 | |
PREPAID LICENSE FEE | ||
PREPAID LICENSE FEE | NOTE 3: PREPAID LICENSE FEE In April 2021, the Company entered into two-year software license agreement to enable product development. The license fee is prepaid 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. | NOTE 3: PREPAID LICENSE FEE In 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 LIABILITIES
DERIVATIVE LIABILITIES | 6 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Jun. 30, 2021 | |
DERIVATIVE LIABILITIES | ||
DERIVATIVE LIABILITIES | NOTE 4: DERIVATIVE LIABILITIES Derivative liability - warrants The Company issued warrants in connection with convertible notes payable which were issued in January, February, and July 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 warrants. 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 or decreased 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. Because it is indeterminate whether there is a sufficient number of authorized and unissued shares exists at the assessment date, the Company calculates a derivative liability associated with the warrants in accordance with FASB ASC Topic 815-40-25. Accounting for Derivative Warrant Liability The Company’s derivative warrant instruments have been measured at fair value at December 31, 2021 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. The liability is revalued at each reporting period and changes in fair value are recognized currently in the consolidated statements of operations. The initial recognition and subsequent changes in fair value of the derivative warrant liability have no effect on the Company’s cash flows. Derivative liability – convertible notes 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. The Company’s derivative liabilities related to its convertible notes payable have been measured at fair value at December 31, 2021 and June 30, 2021 using the Cox, Ross & Rubinstein Binomial Tree valuation model. The revaluation of the warrants and convertible debt at each reporting period, as well as the charges associated with issuing additional convertible notes, and warrants with price protection features, resulted in the recognition of a gain of $56,345 and a loss of $549,494 for the six months ended December 31, 2021 and 2020, respectively in the Company’s consolidated statements of operations, under the caption “Gain (loss) on change of fair value of derivative liabilities”. The fair value of the warrants and convertible debt at December 31, 2021 and June 30, 2021 is as follows: December 31, June 30, 2021 2021 Derivative liability - warrants $ 14,500 $ 69,334 Derivative liability - convertible debt 113,536 115,047 Total derivative liabilities $ 128,036 $ 184,381 These balances are reported on the consolidated balance sheet under the caption “Derivative liabilities”. The Company has determined its derivative liabilities to be a Level 3 fair value measurements. The significant assumptions used in the Cox, Ross & Rubinstein Binomial Tree valuation of the derivatives are as follows: Six Months Ended December 31, 2021 2020 Effective exercise price $0.0055 – $0.02 $0.00361 – $0.02 Effective market price $0.0098 $0.006 Expected volatility 191.4%to315.8 % 96.4%to304.0 % Risk-free interest 0.05%-0.28 % 0.05%-0.25 % Expected terms 60 – 1,073 days 60 - 711 days Expected dividend rate 0 % 0 % Changes in the derivative liabilities during the six months ended December 31, 2021 is follows: Derivative liabilities at June 30, 2021 $ 184,381 Gain on change in fair value of derivative liabilities (56,345 ) Derivative liabilities at December 31, 2021 $ 128,036 | NOTE 4: DERIVATIVE LIABILITY Derivative liability - warrants The Company issued warrants in connection with convertible notes 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 warrants. 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 or decreased 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. Because it is indeterminate whether there is a sufficient number of authorized and unissued shares exists at the assessment date, the Company calculates a derivative liability associated with the warrants in accordance with FASB ASC Topic 815-40-25. Accounting for Derivative Warrant Liability The Company’s derivative warrant instruments have been measured at fair value at June 30, 2021 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. The liability is revalued at each reporting period and changes in fair value are recognized currently in the consolidated statements of operations. The initial recognition and subsequent changes in fair value of the derivative warrant liability have no effect on the Company’s cash flows. Derivative liability – convertible notes 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. The Company’s derivative liabilities related to its convertible notes payable have been measured at fair value at June 30, 2021 and June 30, 2020 using the Cox, Ross & Rubinstein Binomial Tree valuation model. The revaluation of the warrants and convertible debt at each reporting period, as well as the charges associated with issuing additional convertible notes, and warrants with price protection features, 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. The fair 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 liability”. The Company has determined its derivative liability to be a Level 3 fair value measurement. The significant assumptions used in the Cox, Ross & Rubinstein Binomial Tree valuation of the derivative are as follows: Year Ended June 30, 2021 2020 Effective exercise price $ 0.00361 – $0.02 $ 0.00032 – $0.00091 Effective market price $0.006 $ 0.0008 Expected volatility 96.4% to 304.0 % 323.22% to 335.47 % Risk-free interest 0.05% - 0.25 % 0.05 % Expected terms 60 - 711 days 60 - 559 days Expected dividend rate 0 % 0 % |
ACCRUED INTEREST PAYABLE
ACCRUED INTEREST PAYABLE | 6 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Jun. 30, 2021 | |
ACCRUED INTEREST PAYABLE | ||
ACCRUED INTEREST PAYABLE | NOTE 5: ACCRUED INTEREST PAYABLE Changes in accrued interest payable during the six months ended December 31, 2021 is as follows: Accrued interest payable at June 30, 2021 $ 366,149 Interest expense accrued for the six months ended December 31, 2021 80,771 Interest paid in cash (22,011 ) Conversion of accrued interest into common stock (56,001 ) Accrued interest payable at December 31, 2021 $ 368,908 | NOTE 6: ACCRUED INTEREST PAYABLE Changes in accrued interest payable during the year ended June 30, 2021, is as follows: Accrued interest payable at June 30, 2020 $ 677,857 Interest expense on notes payable for the year ended June, 2021 136,360 Write off of accrued interest (385,803 ) Payments of accrued interest (40,662 ) Conversion of accrued interest into common stock (21,603 ) Accrued interest payable at June 30, 2021 $ 366,149 Interest expense for the year ended June 30, 2021 $ 136,668 Amortization of debt discount 305,499 Total interest expense for the year ended June 30, 2021 $ 442,167 |
CONVERTIBLE NOTES PAYABLE AND N
CONVERTIBLE NOTES PAYABLE AND NOTES PAYABLE | 6 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Jun. 30, 2021 | |
CONVERTIBLE NOTES PAYABLE AND NOTES PAYABLE | ||
CONVERTIBLE NOTES PAYABLE AND NOTES PAYABLE | NOTE 6: CONVERTIBLE NOTES PAYABLE AND NOTES PAYABLE Convertible Notes Payable At December 31, 2021 and June 30, 2021 convertible debentures consisted of the following: December 31, June 30, 2021 2021 Convertible notes payable $ 317,431 $ 1,205,228 Discount on convertible notes - (396,033 ) Convertible notes, net 317,431 809,195 Convertible notes payable to ASC Recap 147,965 147,965 Total $ 465,396 $ 957,160 The Company had convertible promissory notes aggregating $317,431 and $1,205,228 at December 31, 2021 and June 30, 2021, respectively. The related accrued interest amounted to approximately $170,000 and $161,000 at December 31, 2021 and June 30, 2021, respectively. The convertible notes payable bear interest at rates ranging from 0% to 18% per annum. The convertible notes are generally convertible, at the holders’ option, at rates ranging from $0.0019 to $22,500 per share, as a result of the two reverse stock splits. At December 31, 2021, approximately $317,000 of convertible promissory notes had matured, are in default and remain unpaid. There are no punitive default provisions included in the terms of these convertible promissory notes. In September 2021 the Company repaid in cash one convertible note in the principal amount of $115,000. 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 10 – 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. For the six months ended December 31, 2021, the following summarizes the conversion of debt for common shares: Amount of Amount of Conversion Shares Converted Converted Conversion Price Name Issued Principal Interest Expense Total Per Share Labrys Funds 198,046,241 $ 772,798 $ 56,000 $ 2,250 $ 831,047 $ 0.00417 TOTAL 198,046,241 $ 772,798 $ 56,000 $ 2,250 $ 831,047 $ 0.00417 DECEMBER 31, 2021 Notes Payable The Company had promissory notes aggregating $205,000 at December 31, 2021 and $430,000 at June 30, 2021, respectively. The related accrued interest amounted to approximately $198,978 and $204,912 at December 31, 2021 and June 30, 2021, respectively. The notes payable bear interest at rates ranging from 0% to 16% per annum and are payable monthly. All promissory notes outstanding as of December 31, 2021 have matured, are in default, and remain unpaid. In October, 2021 the Company repaid three promissory notes totaling $225,000 of principal. | NOTE 5: CONVERTIBLE NOTES PAYABLE AND NOTE PAYABLE Convertible Notes Payable At June 30, 2021 and June 30, 2020 convertible debentures consisted of the following: June 30, 2021 2020 Convertible notes payable $ 1,205,228 $ 852,962 Discount on convertible notes (396,033 ) - Convertible notes, net 809,195 852,962 Convertible notes payable to ASC Recap 147,965 147,965 Total $ 957,160 $ 1,000,927 The Company had convertible promissory notes aggregating approximately $957,000 and $1.1 million at June 30, 2021 and June 30, 2020, respectively. The related accrued interest amounted to approximately $162,765 and $503,068 at June 30, 2021 and June 30, 2020, respectively. The convertible notes payable bear interest at rates ranging from 0% to 18% per annum. The convertible notes are generally convertible, at the holders’ option, at rates ranging from $0.00361 to $22,500 (as a result of two reverse stock splits) per share. At June 30, 2021, $324,009 of convertible promissory notes had 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. 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 $ 385,803 Convertible notes payable 401,469 $ 787,272 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 12). 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. For the year ended June 30, 2021, the following summarizes the conversion of debt for common shares: Amount Adjustment Conversion Shares Converted Conversion to Price Name Issued Principal Interest Expense Fair Value Total Per Share FirstFire Global Opportunities Fund LLC 49,000,000 $ 14,725 $ - $ 1,200 $ 18,375 $ 34,300 $ 0.0003 Auctus Funds, LLC 414,144,160 74,928 3,603 4,500 177,005 260,036 0.0002 Labrys 61,399,000 77,203 18,000 1,500 - 97,603 0.0016 TOTAL 524,543,160 $ 166,856 $ 21,603 $ 7,200 $ 195,380 $ 391,039 $ 0.00037 Transactions Convertible Notes Payable On February 8, 2021 The Note, which reflects a $25,000 original issuance discount, bears interest at 8% per year and matures on February 8, 2022. The 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 Note, which reflects a $10,000 original issuance discount, bears interest at 8% per year and matures on January 12, 2022. The 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 Note, which reflects a 10% original issuance discount, bears interest at 12% per year and matures on November 23, 2021. The Note includes an interim payment of $16,800, payable to the Investor payable within 90 calendar days from the issuance of the Note. 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 $0.001575 per share, subject to adjustment as provided therein. On June 17, 2021 The Note, which reflects a 5% original issuance discount, bears interest at 8% per year and matures on June 17, 2022. he 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 $0.006 per share, subject to adjustment as provided therein. The closing of the Purchase Agreement occurred on June 21, 2021. Notes Payable The 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. There is no provision in the note agreements for adjustments to the interest rates on these notes in the event of default. In 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%. The Company recognized interest expense on promissory notes payable of approximately $28,400 and $16,000 during the fiscal years 2021 and 2020, respectively. |
STOCKHOLDERS DEFICIT
STOCKHOLDERS DEFICIT | 6 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Jun. 30, 2021 | |
STOCKHOLDERS DEFICIT | ||
STOCKHOLDERS DEFICIT | NOTE 7: STOCKHOLDERS’ DEFICIT Common Stock At December 31, 2021, the Company had 10,000,000,000 authorized common shares. Issuances of Common Stock During the Six Months Ended December 31, 2021 Convertible Notes Payable During the six months ended December 31, 2021 the Company issued 198,046,241 shares of its common stock related to the conversion of $831,047 of principal and accrued interest for three of its convertible notes payable, at an average contract conversion price of $0.00417 per share. These convertible notes have terms that include fixed conversion prices, and therefore the notes were converted consistent with the contractual conversion prices of each note. Stock Based Compensation During the six months ended December 31, 2021 the Company issued 88,000,000 shares of its $0.0001 par value common stock as compensation to its directors and officers. The shares were valued at $818,000, or $0.0093 per share, based on the share price at the time of the transactions. During the six months ended December 31, 2021 81,166,666 shares of its $0.0001 par value common stock vested to six consultants, as compensation under six separate consulting agreements. The shares were valued at $729,331, or $0.009 per share. Warrant Exercises During the six months ended December 31, 2021 the Company issued 6,587,229 shares of its $0.0001 par value common stock pursuant to a two cashless exercises. Sale of Common Stock During the six months ended December 31, 2021 the Company entered into two securities purchase agreement (with a single institutional investor resulting in the raise of $1,500,000 in gross proceeds to the Company, in exchange for 300,000,000 shares of its $0.0001 par value common stock, or at $0.0005 per share. Preferred Stock Series A and B 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 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. Series A Convertible Preferred Stock The Series A Preferred Stock has a stated value of $750.00 per share. Each one share of Series A Preferred Stock is convertible into one (1) share of Common Stock. In the event the Common Stock price per share is lower than $0.10 (ten cents) per share then the Conversion shall be set at $0.035 per share. The Common Stock shares are governed by Lock-Up/Leak-Out Agreements. Series B Convertible Preferred Stock Thirty million (30,000,000) shares of preferred stock were designated as a new Series B Preferred stock in April 2016. 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. Series AA Convertible Preferred Stock In March 2018, the Company authorized and issued one share of Series AA convertible preferred stock which provides for the holder to vote on all matters as a class with the holders of Common Stock and each share of Series AA Convertible Preferred Stock shall be entitled to 51% of the common votes on any matters requiring a shareholder vote of the Company. Each one share of Series AA Convertible Preferred Stock is convertible into one (1) share of Common Stock. Mark Lucky, our CFO, is the holder of the one share of Series AA Convertible Preferred Stock. Common Stock Warrants In 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 per share. 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. In July 2021 we issued 851,299 warrants with a two year life, and a fixed exercise price of $0.0077. In 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. DECEMBER 31, 2021 A summary of the status of the Company’s outstanding common stock warrants as of December 31, 2021 and changes during the six months ended December 31, 2021 is as follows: Number of Weighted Average Warrants Exercise Price Common Stock Warrants Balance at June 30, 2021 12,165,260 $ 0.011 Granted 3,753,418 $ 0.0105 Exercised (6,565,229 ) 0.0074 Forfeited (2,538,667 ) 0.0074 Balance at December 31, 2021 6,814,782 $ 0.0113 Warrants exercisable at end of period 6,814,782 $ 0.0113 Weighted average fair value of warrants granted due to repricing during the period N/A The following table summarizes information about common stock warrants outstanding at December 31, 2021: Warrants Outstanding Warrants Exercisable Range of Exercise Price Number Outstanding at December 31, 2021 Weighted Average Remaining Contractual Life Weighted Average Exercise Price Number Exercisable at December 31, 2021 Weighted Average Exercise Price $ 0.0055 1,636,364 1.03 Years $ 0.0055 1,636,364 $ 0.0055 $ 0.0077 851,299 1.53 Years $ 0.0077 851,299 $ 0.0077 $ 0.0091 1,807,229 2.75 Years $ 0.0091 1,807,229 $ 0.0091 $ 0.0151 1,094,890 2.75 Years $ 0.0151 1,094,890 $ 0.0151 $ 0.0200 1,425,000 1.11 Years $ 0.0200 1,425,000 $ 0.0200 6,814,782 1.84 Years $ 0.113 6,814,782 $ 0.0113 | NOTE 7: STOCKHOLDERS’ DEFICIT Common Stock At June 30, 2021, the Company had 10,000,000,000 authorized common shares. At June 30, 2021, the Company has 3,098,271,081 common shares issued of which 2,946,271,108 were outstanding, which is net of 152,666,659 unvested shares issued for the restricted stock awards granted during the year. See Note 7. Issuances of Common Stock During 2021 Convertible Notes Payable During the fiscal 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. The fair value of these conversions was $2,031,402. Stock Based Compensation During the fiscal year ended June 30, 2021 the Company issued 220,000,000 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 $0.0128 per share, based on the share price at the time of the transactions. During the fiscal year ended June 30, 2021 we issued 56,666,670 shares of its common stock to consultants, as compensation. The shares were valued at $0.00625, 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. Issuances of Common Stock During the Year ended June 30, 2020 Convertible Notes Payable During the fiscal year ended June 30, 2020 the Company issued 954,210,518 shares of its common stock related to the conversion of $333,220 of principal and accrued interest of its convertible notes payable, at an average contract conversion price of $0.00041 per share. The fair value of these conversions was $1,059,572, resulting in a net loss of $593,907. Stock Based Compensation During the fiscal year ended June 30, 2020 the Company issued 348,000,000 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 $148,000, or $0.00043 per share, based on the share price at the time of the transactions. During the fiscal year ended June 30, 2020 we issued 199,850,000 shares of its common stock to consultants, as compensation. The shares were valued at $0.001, the market price on the date of issuance for a total value of $198,735. 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 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 per share. 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. In 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. The 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. A 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: Number of Weighted Average Warrants Exercise Price Common Stock Warrants Balance at beginning of year 500,000 $ 0.15 Granted 46,838,209 $ 0.011 Granted due to repricing 347,761,534 0.0002 Exercised (375,934,483 ) 0.0002 Forfeited (7,000,000 ) 0.0002 Balance at end of period 12,165,260 $ 0.011 Warrants exercisable at end of period 12,165,260 $ 0.011 Weighted average fair value of warrants granted due to repricing during the period $ 72,992 Preferred Stock 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 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. Series A Convertible Preferred Stock The Series A Preferred Stock has a stated value of $750 per share. Each one share of Series A Preferred Stock is convertible into one (1) share of Common Stock. In the event the Common Stock price per share is lower than $0.10 (ten cents) per share then the Conversion shall be set at $0.035 per share. The Common Stock shares are governed by Lock-Up/Leak-Out Agreements. Series B Convertible Preferred Stock Thirty million (30,000,000) shares of preferred stock were designated as a new Series B Preferred stock in April 2016. 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. Series AA Convertible Preferred Stock In March 2019, the Company authorized and issued one (1) share of Series AA convertible preferred stock which provides for the holder to vote on all matters as a class with the holders of Common Stock and each share of Series AA Convertible Preferred Stock shall be entitled to 51% of the common votes on any matters requiring a shareholder vote of the Company. Each one share of Series AA Convertible Preferred Stock is convertible into one (1) share of Common Stock. Mark Lucky, our Chief Executive Officer, is the holder of the one (1) share of Series AA Convertible Preferred Stock. |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 6 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Jun. 30, 2021 | |
STOCK-BASED COMPENSATION | ||
STOCK-BASED COMPENSATION | Note 8 STOCK-BASED COMPENSATION The Company adopted an Incentive Stock Plan on April 18, 2021. This 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 issued. While the plan terminates 10 years after the adoption date, issued options have their own schedule of termination. Options to 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. DECEMBER 31, 2021 Under 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 six months ended December 31, 2021 and 2020, the Company did not issue any options to purchase shares, respectively. Upon exercise, shares of new common stock are issued by the Company. For the six months ended December 31, 2021 and 2020, the Company recognized an expense of approximately $81,048 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 December 31, 2021, the Company had approximately $103,004 of unrecognized pre-tax non-cash compensation expense, which the Company expects to recognize, based on a weighted-average period of 0.83 years. The 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 4,250,000 shares that have vested as of December 31, 2021. The Company uses a binomial option pricing model to estimate the fair value of its stock option awards and warrant issuances. The 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 following: Six months ended December 31, Year ended June 30, 2021 2021 Expected volatility 370%-497 % 370%-497 % Expected term 4 Years 4 Years Risk-free interest rate 0.76%-0.84 % 0.76%-0.84 % Forfeiture Rate 0.00 % 0.00 % Expected dividend yield 0.00 % 0.00 % The 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 U.S. Treasury rate in effect at the time of grant. A summary of the status of the Company’s outstanding stock options as of December 31, 2021 and June 30, 2021 and changes during the periods ending on that date is as follows: Weighted Average Grant Date Aggregate Weighted Average Exercise Fair Intrinsic Remaining Shares Price Value Value Term (Yrs) Options At June 30, 2021 16,000,000 $ 0.015 $ - $ 0 Granted - - - - Exercised - - - - Forfeiture and cancelled (8,000,000 ) 0.015 - At December 31, 2021 8,000,000 $ 0.015 $ - $ 0 4.42 The following table summarizes information about employee stock options outstanding at December 31, 2021: Outstanding Options Vested Options Number Number Outstanding Weighted Weighted Exercisable Weighted Weighted at Averaged Averaged at Averaged Averaged December 31, Remaining Exercise December 31, Exercise Remaining Range of Exercise Price 2021 Life Price 2021 Price Life $ 0.01 5,000,000 4.50 $ 0.01 2,083,333 $ 0.01 4.50 $ 0.02 3,000,000 4.33 $ 0.02 1,750,000 $ 0.02 4.33 Outstanding options 8,000,000 4.42 $ 0.01375 3,833,333 $ 0.0146 4.42 As of December 31, 2021, the Company had approximately $62,481 of unrecognized pre-tax non-cash compensation expense, which the Company expects to recognize, based on a weighted-average period of 0.46 years. Restricted Stock Awards Restricted stock awards are awards of common stock that are subject to restrictions on transfer and to a risk of forfeiture if the holder leaves the Company before the restrictions lapse. The holder of a restricted stock award is generally entitled at all times on and after the date of issuance of the restricted shares to exercise the rights of a shareholder of the Company, including the right to vote the shares. The value of stock awards that vest over time was established by the market price on the date of its grant. A summary of the Company’s restricted stock activity for the six months ended December 31, 2021 is presented in the following table: For the Six months ended December 31, 2021 Weighted Average Grant Date Shares Fair Value Unvested at June 30, 2021 132,000,000 $ 0.0115 Granted 56,000,000 $ 0.0071 Forfeited (10,833,333 ) $ 0.0080 Vested (116,166,667 ) $ 0.0110 Unvested at December 31, 2021 61,000,000 $ 0.0090 Unrecognized compensation expense related to outstanding restricted stock awards to employees and directors as of December 31, 2021 was $513,500 and is expected to be recognized over a weighted average period of 0.3 years. The recognition of expense related to vested shares is accounted for as stock-based consulting expense and stock-based compensation expense. | NOTE 8 STOCK-BASED COMPENSATION The Company adopted an Incentive Stock Plan on April 18, 2021. This 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 issued. While the plan terminates 10 years after the adoption date, issued options have their own schedule of termination. Options to 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. Under 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. For the 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. The 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. The Company uses a binomial option pricing model to estimate the fair value of its stock option awards and warrant issuances. The 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 following: Year ended June 30, 2021 2020 Expected volatility 369.76% - 496.27 % - % Expected term 4 Years - Risk-free interest rate 0.76%-0.84 % - % Forfeiture Rate 0.00 % - % Expected dividend yield 0.00 % - % The 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 U.S. Treasury rate in effect at the time of grant. A 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 Weighted Exercise Grant Date Fair Aggregate Intrinsic Average Remaining Shares Price Value Value Term (Yrs) Options At June 30, 2020 - $ - $ - $ 0 Granted 16,000,000 0.015 - 0 4.96 Exercised - - - - Forfeiture and cancelled - - At June 30, 2021 16,000,000 $ 0.015 $ - $ 0 4.96 The following table summarizes information about employee stock options outstanding at June 30, 2021: Outstanding Options Vested Options Number Number Outstanding Weighted Weighted Exercisable Weighted Weighted at Averaged Averaged at Averaged Averaged June 30, Remaining Exercise June 30, Exercise Remaining Range of Exercise Price 2020 Life Price 2020 Price Life $ 0.01 8,000,000 5.00 $ 0.01 1,333,333 $ 0.01 5.00 $ 0.02 8,000,000 4.92 $ 0.02 250,000 $ 0.02 4.92 Outstanding options 16,000,000 4.96 $ 0.015 1,583,333 $ 0.015 4.96 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 0.96 years. Restricted Stock Awards Restricted stock awards are awards of common stock that are subject to restrictions on transfer and to a risk of forfeiture if the holder leaves the Company before the restrictions lapse. The holder of a restricted stock award is generally entitled at all times on and after the date of issuance of the restricted shares to exercise the rights of a shareholder of the Company, including the right to vote the shares. The value of stock awards that vest over time was established by the market price on the date of its grant. A summary of the Company’s restricted stock activity for the year ended June 30, 2021 and 2020 is presented in the following table: For the Year ended June 30, 2021 June 30, 2020 Weighted Weighted Average Average Grant Date Grant Date Shares Fair Value Shares Fair Value Unvested at beginning of period 666,659 $ 0.06 3,544,447 $ 0.06 Granted 198,000,000 $ 0.0115 - $ - Forfeited - - (1,227,788 ) 0.06 Vested (66,666,659 ) $ 0.0115 (1,650,000 ) $ 0.06 Unvested at end of period 132,000,000 $ 0.0115 666,659 $ 0.06 Unrecognized compensation expense related to outstanding restricted stock awards to consultants as of June 30, 2021 was $1,518,000 and is expected to be recognized over a weighted average period of 0.75 years. |
Income Taxes
Income Taxes | 12 Months Ended |
Jun. 30, 2021 | |
Income Taxes | |
Income Taxes | NOTE 9: INCOME TAXES The Company has not filed its corporate tax returns since fiscal 2007. Due to recurring losses, the Company’s tax provision for the years ended June 30 2021 and 2020 was $0. The difference between the effective income tax rate and the applicable statutory federal income tax rate is summarized as follows: 2021 2020 Statutory federal rate (21.7 )% (21.0 )% State income tax rate, net of federal benefit (3.6 )% (3.6 )% Permanent differences, including stock-based compensation 8.6 % 8.6 % Change in valuation allowance 16.7 % 16.0 % Effective tax rate 0.0 % 0.0 % At June 30, 2021 and 2020 the Company’s deferred tax assets were as follows: June 30, 2021 June 30, 2020 Tax benefit of net operating loss carry forward $ 7,245,000 $ 7,047,000 Intangible - - Total deferred tax assets 7,245,000 7,047,000 Less: valuation allowance (7,245,000 ) (7,047,000 ) Net deferred tax assets $ - $ - As of June 30, 2020, the Company had unused net operating loss carry forwards of approximately $34.5 million available to reduce future federal taxable income. Net operating loss carryforwards expire through fiscal years ending 2039. Internal Revenue Code Section 382 places a limitation on the amount of taxable income that can be offset by carryforwards after a change in control (generally a greater than 50% change in ownership). The Company’s ability to offset future taxable income, if any, with tax net operating loss carryforwards may be limited due to the non-filing of tax returns and the impact of the statute of limitations on the Company’s ability to claim such benefits. Furthermore, changes in ownership may result in limitations under Internal Revenue Code Section 382. Due to these limitations, and other considerations, management has established full valuation allowances on deferred tax assets relating to net operating loss carryforward, as the realization of any future benefits from these assets is uncertain. The Company’s valuation allowance at June 30, 2021 and 2020 was $7,245,000 and $7,047,000, respectively. The change in the valuation allowance during the year ended June 30, 2020 was an increase of approximately $198,000. The change in the valuation allowance during the year ended June 30, 2020 was a decrease of $943,000. Effective December 22, 2018 a new tax bill was signed into law that reduced the federal income tax rate for corporations from 35% to 21.7% for the year ended June 30, 2020. Going forward the blended rate will be 25.4% for future years. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Jun. 30, 2021 | |
RELATED PARTY TRANSACTIONS | ||
RELATED PARTY TRANSACTIONS | NOTE 9: RELATED PARTY TRANSACTIONS Equity transactions with related parties are described in Note 7. From time to time we have borrowed operating funds from Mr. Mark Lucky, our Chief Executive Officer and from certain Directors, for working capital. The advances were payable upon demand and were interest free. At December 31, 2021 there was $0 outstanding of such advances made to the Company. | NOTE 10: RELATED PARTY TRANSACTIONS Equity transactions with related parties are described in Note 7. From time to time we have borrowed operating funds from Mr. Mark Lucky, our Chief Executive Officer and from certain Directors, for working capital. The advances were payable upon demand and were interest free. During year ended June 30, 2021 Mr. Lucky advanced $40,340 to the Company. $0 in advances remain outstanding as of June 30, 2021. Mr. 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. |
Fair Value Measurement
Fair Value Measurement | 12 Months Ended |
Jun. 30, 2021 | |
Fair Value Measurement | |
Fair Value Measurement | Note 12 – Fair Value Measurement Fair value measurements At June 30, 2021 and 2020, the fair value of derivative liabilities is estimated using the Cox, Ross & Rubinstein Binomial Tree valuation model using inputs that include the expected volatility, the implied risk-free interest rate, as well as the expected dividend rate. The derivative liabilities are the only Level 3 fair value measures. At June 30, 2021, the estimated fair values of the liabilities measured on a recurring basis are as follows: Fair Value Measurements at June 30, 2021: (Level 1) (Level 2) (Level 3) Derivative liability – Convertible notes 115,047 Derivative liability – Warrants $ - $ - $ 69,334 Total derivative liability $ - $ - $ 184,381 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Jun. 30, 2021 | |
COMMITMENTS AND CONTINGENCIES | ||
COMMITMENTS AND CONTINGENCIES | NOTE 10: COMMITMENTS AND CONTINGENCIES Operating Leases The Company operates virtually, with no office space rented. The Company has no future minimum annual payments under non-cancelable operating leases at December 31, 2021. Contingencies The Company accounts for contingent liabilities in accordance with Accounting Standards Codification (“ASC”) Topic 450, Contingencies DECEMBER 31, 2021 License Contingent Consideration 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. As of December 31, 2021, we have not generated any revenue related to these license agreements. Legal Claims 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, Connecticut. 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. In 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) J.P. Carey Enterprises Inc., and (iii) Anvil Financial Mgmt LLC (collectively the “Petitioning Creditors”). The 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. In addition, Visium plans to file an affidavit of fees and costs incurred in connection with Visium’s defense of the Involuntary Petition. In March 2021 the Company filed a Complaint for Damages and Other Relief against Tarpon Bay Partners, LLC, a Florida limited liability company; J.P. Carey Enterprises, Inc., a Florida profit corporation; Anvil Financial Management, LLC, a Florida limited liability company; Stephen Hicks, an individual; Joseph C Canouse, an individual; Jeffrey M. Canouse, an individual; Paul A. Rachmuth, 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. The Company is subject to litigation, claims, investigations, and audits arising from time to time in the ordinary course of business. Although legal proceedings are inherently unpredictable, the Company believes that it has valid defenses with respect to any matters currently pending against the Company and intends to defend itself vigorously. The outcome of these matters, individually and in the aggregate, is not expected to have a material impact on the Company’s cash flows, results of operations, or financial position. | NOTE 11: COMMITMENTS AND CONTINGENCIES Operating Leases The Company operates virtually, with no office space rented. The Company has no future minimum annual payments under non-cancelable operating leases at June 30, 2021. Contingencies The Company accounts for contingent liabilities in accordance with Accounting Standards Codification (“ASC”) Topic 450, Contingencies 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, 2021, 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. As of June 30, 2021, we have not generated any revenue related to these license agreements. Legal Claims 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, Connecticut. 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. In 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) J.P. Carey Enterprises Inc., and (iii) Anvil Financial Mgmt LLC (collectively the "Petitioning Creditors"). The 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. In addition, Visium plans to file an affidavit of fees and costs incurred in connection with Visium's defense of the Involuntary Petition. In March 2021 the Company filed a Complaint for Damages and Other Relief against Tarpon Bay Partners, LLC, a Florida limited liability company; J.P. Carey Enterprises, Inc., a Florida profit corporation; Anvil Financial Management, LLC, a Florida limited liability company; Stephen Hicks, an individual; Joseph C Canouse, an individual; Jeffrey M. Canouse, an individual; Paul A. Rachmuth, 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. The Company is subject to litigation, claims, investigations, and audits arising from time to time in the ordinary course of business. Although legal proceedings are inherently unpredictable, the Company believes that it has valid defenses with respect to any matters currently pending against the Company and intends to defend itself vigorously. The outcome of these matters, individually and in the aggregate, is not expected to have a material impact on the Company’s cash flows, results of operations, or financial position. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Jun. 30, 2021 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | NOTE 13: SUBSEQUENT EVENTS In the 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. In the 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. In July 2021 the 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 the 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. Pursuant 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. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Jun. 30, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Revenue Recognition | All 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. | All 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. |
Income Taxes | The Company accounts for income taxes pursuant to the provisions of ASC 740-10, “Accounting for Income Taxes,” which requires, among other things, an asset and liability approach to calculating deferred income taxes. The asset and liability approach requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. A valuation allowance is provided to offset any net deferred tax assets for which management believes it is more likely than not that the net deferred asset will not be realized. The Company follows the provisions of ASC 740-10, “Accounting for Uncertain Income Tax Positions”. When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. In accordance with the guidance of ASC 740-10, the benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above should be reflected as a liability for uncertain tax benefits in the accompanying balance sheet along with any associated interest and penalties that would be payable to the taxing authorities upon examination. The Company believes its tax positions are all highly certain of being upheld upon examination. As such, the Company has not recorded a liability for uncertain tax benefits. The Company has adopted ASC 740-10-25, “ , | The Company accounts for income taxes pursuant to the provisions of ASC 740-10, “Accounting for Income Taxes,” which requires, among other things, an asset and liability approach to calculating deferred income taxes. The asset and liability approach requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. A valuation allowance is provided to offset any net deferred tax assets for which management believes it is more likely than not that the net deferred asset will not be realized. The Company follows the provisions of ASC 740-10, “Accounting for Uncertain Income Tax Positions”. When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. In accordance with the guidance of ASC 740-10, the benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above should be reflected as a liability for uncertain tax benefits in the accompanying balance sheet along with any associated interest and penalties that would be payable to the taxing authorities upon examination. The Company believes its tax positions are all highly certain of being upheld upon examination. As such, the Company has not recorded a liability for uncertain tax benefits. The Company has adopted ASC 740-10-25, “ , |
Share-Based Payments | The Company accounts for stock-based compensation in accordance with ASU 2020-07, Compensation – Stock Compensation (Topic 718). This update is intended to reduce cost and complexity and to improve financial reporting for share-based payments issued to non-employees (for example, service providers, external legal counsel, suppliers, etc.). The ASU expands the scope of Topic 718, Compensation—Stock Compensation, which currently only includes share-based payments issued to employees, to also include share-based payments issued to non-employees for goods and services. Consequently, the accounting for share-based payments to non-employees and employees is substantially aligned. Under ASC Topic 718, “Compensation - Stock Compensation”. Under the fair value recognition provisions of this topic, stock-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as an expense on a straight-line basis over the requisite service period, which is the vesting period. The Company has elected to use the Cox, Ross & Rubinstein Binomial Tree valuation model to estimate the fair value of its options, which incorporates various subjective assumptions including volatility, risk-free interest rate, expected life, and dividend yield to calculate the fair value of stock option awards. Compensation expense recognized in the statements of operations is based on awards ultimately expected to vest and reflects estimated forfeitures. ASC 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. | The Company accounts for stock-based compensation in accordance with ASU 2020-07, Compensation – Stock Compensation (Topic 718). This update is intended to reduce cost and complexity and to improve financial reporting for share-based payments issued to non-employees (for example, service providers, external legal counsel, suppliers, etc.). The ASU expands the scope of Topic 718, Compensation—Stock Compensation, which currently only includes share-based payments issued to employees, to also include share-based payments issued to non-employees for goods and services. Consequently, the accounting for share-based payments to non-employees and employees is substantially aligned. Under ASC Topic 718, “Compensation - Stock Compensation”. Under the fair value recognition provisions of this topic, stock-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as an expense on a straight-line basis over the requisite service period, which is the vesting period. The Company has elected to use the Cox, Ross & Rubinstein Binomial Tree valuation model to estimate the fair value of its options, which incorporates various subjective assumptions including volatility, risk-free interest rate, expected life, and dividend yield to calculate the fair value of stock option awards. Compensation expense recognized in the statements of operations is based on awards ultimately expected to vest and reflects estimated forfeitures. ASC 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. |
Segment Reporting | The Company operates in one business segment which technologies are focused on cybersecurity. | The Company operates in one business segment which technologies are focused on cybersecurity. |
Recent Accounting Pronouncements | The Company has reviewed the FASB issued ASU accounting pronouncements and interpretations thereof that have effectiveness dates during the periods reported and in future periods. The Company has carefully considered the new pronouncements that alter previous generally accepted accounting principles and do not believe that any new or modified principles will have a material impact on the Company’s reported financial position or operations in the near term. The applicability of any standard is subject to the formal review of the Company’s financial management. In August 2020, the FASB issued ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40) – Accounting for Convertible Instruments and Contracts on an Entity’s Own Equity. The ASU simplifies accounting for convertible instruments by removing major separation models required under current GAAP. Consequently, more convertible debt instruments will be reported as a single liability instrument with no separate accounting for embedded conversion features. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, which will permit more equity contracts to qualify for the exceptions. The ASU also simplifies the diluted net income per share calculation in certain areas. The new guidance is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, and early adoption is permitted. The Company is currently evaluating the impact of the adoption of the standard on the consolidated financial statements. In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt-Modifications and Extinguishments (Subtopic 470-50), Compensation-Stock Compensation (Topic 718), and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40). The new ASU addresses issuer’s accounting for certain modifications or exchanges of freestanding equity-classified written call options. This amendment is effective for all entities, for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the impact this new | All new 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 | Basic earnings per share are calculated by dividing income available to stockholders by the weighted-average number of shares of Common Stock outstanding during each period. Diluted earnings per share are computed using the weighted average number of shares of Common Stock and the dilutive Common Stock share equivalents outstanding during the period. Dilutive Common Stock share equivalents consist of shares issuable upon the exercise of in-the-money stock options and warrants (calculated using the modified-treasury stock method) and conversion of other securities such as convertible debt or convertible preferred stock. Potential common shares that would be as follows: December 31, June 30, 2021 2021 Weighted average common shares outstanding 3,273,092,114 1,977,488,957 Effect of dilutive securities-when applicable: Convertible promissory notes 95,911,155 142,079,692 Preferred stock 13,996,767 13,996,767 Common stock options 8,000,000 - Warrants 6,814,782 12,165,260 Fully diluted earnings per share—adjusted weighted-average shares and assumed conversions 3,397,814,818 2,145,730,676 | Basic earnings per share are calculated by dividing income available to stockholders by the weighted-average number of shares of Common Stock outstanding during each period. Diluted earnings per share are computed using the weighted average number of shares of Common Stock and the dilutive Common Stock share equivalents outstanding during the period. Dilutive Common Stock share equivalents consist of shares issuable upon the exercise of in-the-money stock options and warrants (calculated using the modified-treasury stock method) and conversion of other securities such as convertible debt or convertible preferred stock. Potential common shares includable in the computation of fully diluted per-share results are not presented in the financial statements for the year ended June 30, 2021 and 2020 as their effect would be anti-dilutive. Potential common shares that would be as follows: For the Years ended June 30, 2021 2020 Weighted average common shares outstanding 1,977,488,957 312,626,670 Effect of dilutive securities-when applicable: Convertible promissory notes 142,079,692 1,014,701,330 Preferred Stock 13,996,767 13,996,767 Warrants 12,165,260 500,000 Fully diluted earnings per share—adjusted weighted-average shares and assumed conversions 2,145,730,676 1,341,824,767 |
Fiscal Year | The fiscal year ends on June 30. References to fiscal year 2022, for example, refer to the fiscal year ending June 30, 2022. | |
Principles of Consolidation | The accompanying consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles and include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidation. | |
Use of Estimates | The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reporting amounts of revenues and expenses during the reported period. Actual results will differ from those estimates. Included in these estimates are assumptions used in Cox, Ross & Rubinstein Binomial Tree stock-based compensation valuation methods, such as expected volatility, risk-free interest rate, and expected dividend rate and in the valuation allowance of deferred tax assets and derivative liability. | The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reporting amounts of revenues and expenses during the reported period. Actual results will differ from those estimates. Included in these estimates are assumptions used in Cox, Ross & Rubinstein Binomial Tree stock-based compensation and derivative liabilities valuation methods, such as expected volatility, risk-free interest rate, and expected dividend rate and in the valuation allowance of deferred tax assets. |
Cash and Cash Equivalents | The Company considers all highly liquid, temporary, cash equivalents or investments with an original maturity of three months or less when purchased, to be cash equivalents. The Company had no cash equivalents during the six months ended December 31, 2021 and year ended June 30, 2021. | The Company considers all highly liquid, temporary, cash equivalents or investments with an original maturity of three months or less when purchased, to be cash equivalents. The Company had no cash equivalents during the years ended June 30, 2021 and 2020. |
Concentration of Credit Risks | The Company is subject to a concentration of credit risk from cash. 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. | The Company is subject to a concentration of credit risk from cash. 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. |
Derivative Liabilities | The Company assessed the classification of its derivative financial instruments as of December 31, 2021 and June 30, 2021 which consist of convertible instruments and rights to shares of the Company’s common stock and determined that such derivatives meet the criteria for liability classification under ASC 815. ASC 815 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. 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. ASC 815 also provides an exception to this rule when the host instrument is deemed to be conventional, as described. The Company uses judgment in determining the fair value of derivative liabilities at the date of issuance and at every balance sheet thereafter and in determining which valuation method is most appropriate for the instrument, the expected volatility, the implied risk-free interest rate, as well as the expected dividend rate, if any. The Company recorded a derivative liability as of December 31, 2021 of $128,036. | The Company assessed the classification of its derivative financial instruments as of June 30, 2021 and 2020, which consist of convertible instruments and rights to shares of the Company’s common stock and determined that such derivatives meet the criteria for liability classification under ASC 815. ASC 815 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. 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. ASC 815 also provides an exception to this rule when the host instrument is deemed to be conventional, as described. The Company uses judgment in determining the fair value of derivative liabilities at the date of issuance and at every balance sheet thereafter and in determining which valuation method is most appropriate for the instrument, the expected volatility, the implied risk-free interest rate, as well as the expected dividend rate, if any. The Company recorded a derivative liability as of June 30, 2021 of $184,381. |
Fair Value of Financial Instruments | The Company accounts for assets and liabilities measured at fair value on a recurring basis, in accordance with ASC Topic 820, Fair Value Measurements and Disclosures, or ASC 820. ASC 820 establishes a common definition for fair value to be applied to existing generally accepted accounting principles that require the use of fair value measurements, establishes a framework for measuring fair value, and expands disclosure about such fair value measurements. ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Additionally, ASC 820 requires the use of valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized below: Level 1: Observable inputs such as quoted market prices in active markets for identical assets or liabilities. Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data. Level 3: Unobservable inputs for which there is little or no market data, which require the use of the reporting entity’s own assumptions. Additional Disclosures Regarding Fair Value Measurements The carrying value of cash, accounts payable and accrued expenses, accrued compensation, notes payable and convertible promissory notes payable, approximate their fair value due to the short maturity of these items or the use of market interest rates. | The Company accounts for assets and liabilities measured at fair value on a recurring basis, in accordance with ASC Topic 820, Fair Value Measurements and Disclosures, or ASC 820. ASC 820 establishes a common definition for fair value to be applied to existing generally accepted accounting principles that require the use of fair value measurements, establishes a framework for measuring fair value, and expands disclosure about such fair value measurements. ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Additionally, ASC 820 requires the use of valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized below: Level 1: Observable inputs such as quoted market prices in active markets for identical assets or liabilities. Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data. Level 3: Unobservable inputs for which there is little or no market data, which require the use of the reporting entity’s own assumptions. Additional Disclosures Regarding Fair Value Measurements The carrying value of cash, accounts payable and accrued expenses, accrued compensation, notes payable and convertible promissory notes payable, approximate their fair value due to the short maturity of these items or the use of market interest rates. |
Convertible Instruments | The 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 ASC 470-20, Debt with Conversion and Other 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 the note. Debt discounts under these arrangements are amortized over the term of the related debt to their earliest date of redemption. The Company also records 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 note. ASC 815-40, Contracts in Entity’s own Equity, generally provides that, among other things, if an event is not within the entity’s control, such contract could require net cash settlement and shall be classified as an asset or a liability. The Company determines whether the instruments issued in the transactions are considered indexed to the Company’s own stock. During fiscal years 2014 through 2021 the Company’s issued convertible securities with variable conversion provisions that resulted in derivative liabilities. See discussion above under derivative liabilities that resulted in a change in derivative liability accounting. | The 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 ASC 470-20, Debt with Conversion and Other 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 the note. Debt discounts under these arrangements are amortized over the term of the related debt to their earliest date of redemption. The Company also records 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 note. ASC 815-40, Contracts in Entity’s own Equity, generally provides that, among other things, if an event is not within the entity’s control, such contract could require net cash settlement and shall be classified as an asset or a liability. The Company determines whether the instruments issued in the transactions are considered indexed to the Company’s own stock. During fiscal years 2014 through 2020 the Company’s issued convertible securities with variable conversion provisions that resulted in derivative liabilities. See discussion above under derivative liabilities that resulted in a change in derivative liability accounting. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 6 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Jun. 30, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Potential dilutive common shares | December 31, June 30, 2021 2021 Weighted average common shares outstanding 3,273,092,114 1,977,488,957 Effect of dilutive securities-when applicable: Convertible promissory notes 95,911,155 142,079,692 Preferred stock 13,996,767 13,996,767 Common stock options 8,000,000 - Warrants 6,814,782 12,165,260 Fully diluted earnings per share—adjusted weighted-average shares and assumed conversions 3,397,814,818 2,145,730,676 | For the Years ended June 30, 2021 2020 Weighted average common shares outstanding 1,977,488,957 312,626,670 Effect of dilutive securities-when applicable: Convertible promissory notes 142,079,692 1,014,701,330 Preferred Stock 13,996,767 13,996,767 Warrants 12,165,260 500,000 Fully diluted earnings per share—adjusted weighted-average shares and assumed conversions 2,145,730,676 1,341,824,767 |
DERIVATIVE LIABILITIES (Tables)
DERIVATIVE LIABILITIES (Tables) | 6 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Jun. 30, 2021 | |
DERIVATIVE LIABILITIES | ||
Schedule the fair value of the warrants and convertible debt | December 31, June 30, 2021 2021 Derivative liability - warrants $ 14,500 $ 69,334 Derivative liability - convertible debt 113,536 115,047 Total derivative liabilities $ 128,036 $ 184,381 | |
Derivative liabilities valuation assumptions | Six Months Ended December 31, 2021 2020 Effective exercise price $0.0055 – $0.02 $0.00361 – $0.02 Effective market price $0.0098 $0.006 Expected volatility 191.4%to315.8 % 96.4%to304.0 % Risk-free interest 0.05%-0.28 % 0.05%-0.25 % Expected terms 60 – 1,073 days 60 - 711 days Expected dividend rate 0 % 0 % | Year Ended June 30, 2021 2020 Effective exercise price $ 0.00361 – $0.02 $ 0.00032 – $0.00091 Effective market price $0.006 $ 0.0008 Expected volatility 96.4% to 304.0 % 323.22% to 335.47 % Risk-free interest 0.05% - 0.25 % 0.05 % Expected terms 60 - 711 days 60 - 559 days Expected dividend rate 0 % 0 % |
Schedule of changes in the derivative liabilities | Derivative liabilities at June 30, 2021 $ 184,381 Gain on change in fair value of derivative liabilities (56,345 ) Derivative liabilities at December 31, 2021 $ 128,036 |
ACCRUED INTEREST PAYABLE (Table
ACCRUED INTEREST PAYABLE (Tables) | 6 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Jun. 30, 2021 | |
ACCRUED INTEREST PAYABLE | ||
Changes in accrued interest payable | Accrued interest payable at June 30, 2021 $ 366,149 Interest expense accrued for the six months ended December 31, 2021 80,771 Interest paid in cash (22,011 ) Conversion of accrued interest into common stock (56,001 ) Accrued interest payable at December 31, 2021 $ 368,908 | Accrued interest payable at June 30, 2020 $ 677,857 Interest expense on notes payable for the year ended June, 2021 136,360 Write off of accrued interest (385,803 ) Payments of accrued interest (40,662 ) Conversion of accrued interest into common stock (21,603 ) Accrued interest payable at June 30, 2021 $ 366,149 |
Interest expense | Interest expense for the year ended June 30, 2021 $ 136,668 Amortization of debt discount 305,499 Total interest expense for the year ended June 30, 2021 $ 442,167 |
CONVERTIBLE NOTES PAYABLE AND_2
CONVERTIBLE NOTES PAYABLE AND NOTES PAYABLE (Tables) | 6 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Jun. 30, 2021 | |
CONVERTIBLE NOTES PAYABLE AND NOTES PAYABLE | ||
Convertible debentures | December 31, June 30, 2021 2021 Convertible notes payable $ 317,431 $ 1,205,228 Discount on convertible notes - (396,033 ) Convertible notes, net 317,431 809,195 Convertible notes payable to ASC Recap 147,965 147,965 Total $ 465,396 $ 957,160 | June 30, 2021 2020 Convertible notes payable $ 1,205,228 $ 852,962 Discount on convertible notes (396,033 ) - Convertible notes, net 809,195 852,962 Convertible notes payable to ASC Recap 147,965 147,965 Total $ 957,160 $ 1,000,927 |
Conversion of debt for common shares | Amount of Amount of Conversion Shares Converted Converted Conversion Price Name Issued Principal Interest Expense Total Per Share Labrys Funds 198,046,241 $ 772,798 $ 56,000 $ 2,250 $ 831,047 $ 0.00417 TOTAL 198,046,241 $ 772,798 $ 56,000 $ 2,250 $ 831,047 $ 0.00417 | Accrued interest expense $ 385,803 Convertible notes payable 401,469 $ 787,272 Amount Adjustment Conversion Shares Converted Conversion to Price Name Issued Principal Interest Expense Fair Value Total Per Share FirstFire Global Opportunities Fund LLC 49,000,000 $ 14,725 $ - $ 1,200 $ 18,375 $ 34,300 $ 0.0003 Auctus Funds, LLC 414,144,160 74,928 3,603 4,500 177,005 260,036 0.0002 Labrys 61,399,000 77,203 18,000 1,500 - 97,603 0.0016 TOTAL 524,543,160 $ 166,856 $ 21,603 $ 7,200 $ 195,380 $ 391,039 $ 0.00037 |
STOCKHOLDERS DEFICIT (Tables)
STOCKHOLDERS DEFICIT (Tables) | 6 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Jun. 30, 2021 | |
STOCKHOLDERS DEFICIT | ||
Warrant activity | Number of Weighted Average Warrants Exercise Price Common Stock Warrants Balance at June 30, 2021 12,165,260 $ 0.011 Granted 3,753,418 $ 0.0105 Exercised (6,565,229 ) 0.0074 Forfeited (2,538,667 ) 0.0074 Balance at December 31, 2021 6,814,782 $ 0.0113 Warrants exercisable at end of period 6,814,782 $ 0.0113 Weighted average fair value of warrants granted due to repricing during the period N/A Warrants Outstanding Warrants Exercisable Range of Exercise Price Number Outstanding at December 31, 2021 Weighted Average Remaining Contractual Life Weighted Average Exercise Price Number Exercisable at December 31, 2021 Weighted Average Exercise Price $ 0.0055 1,636,364 1.03 Years $ 0.0055 1,636,364 $ 0.0055 $ 0.0077 851,299 1.53 Years $ 0.0077 851,299 $ 0.0077 $ 0.0091 1,807,229 2.75 Years $ 0.0091 1,807,229 $ 0.0091 $ 0.0151 1,094,890 2.75 Years $ 0.0151 1,094,890 $ 0.0151 $ 0.0200 1,425,000 1.11 Years $ 0.0200 1,425,000 $ 0.0200 6,814,782 1.84 Years $ 0.113 6,814,782 $ 0.0113 | Number of Weighted Average Warrants Exercise Price Common Stock Warrants Balance at beginning of year 500,000 $ 0.15 Granted 46,838,209 $ 0.011 Granted due to repricing 347,761,534 0.0002 Exercised (375,934,483 ) 0.0002 Forfeited (7,000,000 ) 0.0002 Balance at end of period 12,165,260 $ 0.011 Warrants exercisable at end of period 12,165,260 $ 0.011 Weighted average fair value of warrants granted due to repricing during the period $ 72,992 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 6 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Jun. 30, 2021 | |
STOCK-BASED COMPENSATION | ||
Valuation assumptions | Six months ended December 31, Year ended June 30, 2021 2021 Expected volatility 370%-497 % 370%-497 % Expected term 4 Years 4 Years Risk-free interest rate 0.76%-0.84 % 0.76%-0.84 % Forfeiture Rate 0.00 % 0.00 % Expected dividend yield 0.00 % 0.00 % | Year ended June 30, 2021 2020 Expected volatility 369.76% - 496.27 % - % Expected term 4 Years - Risk-free interest rate 0.76%-0.84 % - % Forfeiture Rate 0.00 % - % Expected dividend yield 0.00 % - % |
Stock options outstanding | Weighted Average Grant Date Aggregate Weighted Average Exercise Fair Intrinsic Remaining Shares Price Value Value Term (Yrs) Options At June 30, 2021 16,000,000 $ 0.015 $ - $ 0 Granted - - - - Exercised - - - - Forfeiture and cancelled (8,000,000 ) 0.015 - At December 31, 2021 8,000,000 $ 0.015 $ - $ 0 4.42 | Weighted Average Weighted Exercise Grant Date Fair Aggregate Intrinsic Average Remaining Shares Price Value Value Term (Yrs) Options At June 30, 2020 - $ - $ - $ 0 Granted 16,000,000 0.015 - 0 4.96 Exercised - - - - Forfeiture and cancelled - - At June 30, 2021 16,000,000 $ 0.015 $ - $ 0 4.96 |
Employee stock options outstanding | Outstanding Options Vested Options Number Number Outstanding Weighted Weighted Exercisable Weighted Weighted at Averaged Averaged at Averaged Averaged December 31, Remaining Exercise December 31, Exercise Remaining Range of Exercise Price 2021 Life Price 2021 Price Life $ 0.01 5,000,000 4.50 $ 0.01 2,083,333 $ 0.01 4.50 $ 0.02 3,000,000 4.33 $ 0.02 1,750,000 $ 0.02 4.33 Outstanding options 8,000,000 4.42 $ 0.01375 3,833,333 $ 0.0146 4.42 | Outstanding Options Vested Options Number Number Outstanding Weighted Weighted Exercisable Weighted Weighted at Averaged Averaged at Averaged Averaged June 30, Remaining Exercise June 30, Exercise Remaining Range of Exercise Price 2020 Life Price 2020 Price Life $ 0.01 8,000,000 5.00 $ 0.01 1,333,333 $ 0.01 5.00 $ 0.02 8,000,000 4.92 $ 0.02 250,000 $ 0.02 4.92 Outstanding options 16,000,000 4.96 $ 0.015 1,583,333 $ 0.015 4.96 |
Restricted stock activity | For the Six months ended December 31, 2021 Weighted Average Grant Date Shares Fair Value Unvested at June 30, 2021 132,000,000 $ 0.0115 Granted 56,000,000 $ 0.0071 Forfeited (10,833,333 ) $ 0.0080 Vested (116,166,667 ) $ 0.0110 Unvested at December 31, 2021 61,000,000 $ 0.0090 | For the Year ended June 30, 2021 June 30, 2020 Weighted Weighted Average Average Grant Date Grant Date Shares Fair Value Shares Fair Value Unvested at beginning of period 666,659 $ 0.06 3,544,447 $ 0.06 Granted 198,000,000 $ 0.0115 - $ - Forfeited - - (1,227,788 ) 0.06 Vested (66,666,659 ) $ 0.0115 (1,650,000 ) $ 0.06 Unvested at end of period 132,000,000 $ 0.0115 666,659 $ 0.06 |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 12 Months Ended |
Jun. 30, 2021 | |
Fair Value Measurement | |
Fair value of liabilities measured on a recurring basis | Fair Value Measurements at June 30, 2021: (Level 1) (Level 2) (Level 3) Derivative liability – Convertible notes 115,047 Derivative liability – Warrants $ - $ - $ 69,334 Total derivative liability $ - $ - $ 184,381 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Jun. 30, 2021 | |
Income Taxes | |
Effective income tax rate | 2021 2020 Statutory federal rate (21.7 )% (21.0 )% State income tax rate, net of federal benefit (3.6 )% (3.6 )% Permanent differences, including stock-based compensation 8.6 % 8.6 % Change in valuation allowance 16.7 % 16.0 % Effective tax rate 0.0 % 0.0 % |
Deferred tax assets | June 30, 2021 June 30, 2020 Tax benefit of net operating loss carry forward $ 7,245,000 $ 7,047,000 Intangible - - Total deferred tax assets 7,245,000 7,047,000 Less: valuation allowance (7,245,000 ) (7,047,000 ) Net deferred tax assets $ - $ - |
ORGANIZATION GOING CONCERN AND
ORGANIZATION GOING CONCERN AND BASIS OF PRESENTATION (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
ORGANIZATION, GOING CONCERN AND BASIS OF PRESENTATION | ||||||
Net cash used in operating activities | $ (923,606) | $ (178,913) | $ (792,640) | $ (106,757) | ||
Working capital deficit | $ (1,984,045) | (1,984,045) | (2,837,187) | |||
Net loss | $ (1,290,462) | $ (1,167,801) | $ (3,106,284) | $ (1,513,474) | $ (3,373,459) | $ (1,542,450) |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - shares | 6 Months Ended | 12 Months Ended | |
Dec. 31, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||
Weighted average common shares outstanding | 3,273,092,114 | 1,977,488,957 | 312,626,670 |
Effect of dilutive securities-when applicable: convertible promissory notes | 95,911,155 | 142,079,692 | 1,014,701,330 |
Effect of dilutive securities-when applicable: preferred stock | 13,996,767 | 13,996,767 | 13,996,767 |
Effect of dilutive securities-when applicable: Common stock options | 8,000,000 | ||
Effect of dilutive securities-when applicable: warrants | 6,814,782 | 12,165,260 | 500,000 |
Adjusted weighted-average shares and assumed conversions | 3,397,814,818 | 2,145,730,676 | 1,341,824,767 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | Dec. 31, 2021 | Jun. 30, 2021 | Jun. 30, 2020 |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||
Cash equivalents | $ 0 | $ 0 | $ 0 |
Derivative liability | 128,036 | 184,381 | 438,553 |
FDIC insured amount | $ 250,000 | $ 250,000 | $ 250,000 |
PREPAID LICENSE FEE (Details Na
PREPAID LICENSE FEE (Details Narrative) - USD ($) | 6 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Jun. 30, 2021 | |
PREPAID LICENSE FEE (Details Narrative) | ||
Prepaid license fee | $ 70,000 | $ 70,000 |
DERIVATIVE LIABILITIES (Details
DERIVATIVE LIABILITIES (Details) - USD ($) | Dec. 31, 2021 | Jun. 30, 2021 | Jun. 30, 2020 |
DERIVATIVE LIABILITIES | |||
Derivative liability - warrants | $ 14,500 | $ 69,334 | |
Derivative liability - convertible debt | 113,536 | 115,047 | |
Total derivative liabilities | $ 128,036 | $ 184,381 | $ 438,553 |
DERIVATIVE LIABILITIES (Detai_2
DERIVATIVE LIABILITIES (Details 1) - $ / shares | 6 Months Ended | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Expected dividend rate | 0.00% | 0.00% | 0.00% | 0.00% |
Effective market price | $ 0.0098 | $ 0.006 | $ 0.006 | $ 0.0008 |
Minimum | ||||
Effective exercise price | $ 0.0055 | $ 0.00361 | $ 0.00361 | $ 0.00032 |
Risk-free interest | 0.05% | 0.05% | 0.05% | 0.05% |
Volatility | 191.40% | 96.40% | 96.40% | 323.22% |
Terms | 60 | 60 | 60 | 60 |
Maximum | ||||
Effective exercise price | $ 0.02 | $ 0.02 | $ 0.02 | $ 0.00091 |
Risk-free interest | 0.28% | 0.25% | 0.25% | |
Volatility | 315.80% | 304.00% | 304.00% | 335.47% |
Terms | 1,073 | 711 | 711 | 559 |
DERIVATIVE LIABILITIES (Detai_3
DERIVATIVE LIABILITIES (Details 2) | 6 Months Ended |
Dec. 31, 2021USD ($) | |
DERIVATIVE LIABILITIES | |
Derivative liabilities, ending | $ 128,036 |
Gain on change in fair value of derivative liabilities | $ (56,345) |
DERIVATIVE LIABILITIES (Detai_4
DERIVATIVE LIABILITIES (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
DERIVATIVE LIABILITIES | ||||||
Fair value of warrants | $ 69,334 | $ 250 | ||||
Fair value of convertible debt | 115,047 | 438,303 | ||||
Gain (loss) on change in fair value of derivative liabilities | $ 75,253 | $ (673,826) | $ 56,345 | $ (549,494) | $ 1,844,460 | $ 385,367 |
ACCRUED INTEREST PAYABLE (Detai
ACCRUED INTEREST PAYABLE (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Jun. 30, 2021 | |
ACCRUED INTEREST PAYABLE | ||
Accrued interest payable, beginning | $ 366,149 | $ 677,857 |
Interest expense accrued | 80,771 | 136,360 |
Write off of accrued interest | (385,803) | |
Interest paid in cash | (22,011) | |
Payments of accrued interest | 40,662 | |
Conversion of accrued interest into common stock | (56,001) | (21,603) |
Accrued interest payable, ending | $ 368,908 | $ 366,149 |
ACCRUED INTEREST PAYABLE (Det_2
ACCRUED INTEREST PAYABLE (Details 1) - USD ($) | 6 Months Ended | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
ACCRUED INTEREST PAYABLE | ||||
Interest expense | $ 136,668 | |||
Amortization of debt discount | $ 410,922 | $ 20,128 | 305,499 | $ 206,249 |
Total interest expense | $ 442,167 |
CONVERTIBLE NOTES PAYABLE AND_3
CONVERTIBLE NOTES PAYABLE AND NOTE PAYABLE (Details) - USD ($) | Dec. 31, 2021 | Jun. 30, 2021 | Jun. 30, 2020 |
CONVERTIBLE NOTES PAYABLE AND NOTES PAYABLE | |||
Convertible notes payable | $ 317,431 | $ 1,205,228 | $ 852,962 |
Discount on convertible notes | 0 | (396,033) | 0 |
Convertible notes, net | 317,431 | 809,195 | 852,962 |
Convertible notes payable to ASC Recap | 147,965 | 147,965 | 147,965 |
Total | $ 465,396 | $ 957,160 | $ 1,000,927 |
CONVERTIBLE NOTES PAYABLE AND_4
CONVERTIBLE NOTES PAYABLE AND NOTE PAYABLE (Details 1) | Jun. 30, 2021USD ($) |
CONVERTIBLE NOTES PAYABLE AND NOTES PAYABLE | |
Accrued interest expense | $ 385,803 |
Convertible notes payable | 401,469 |
Extinguishable debt | $ 787,272 |
CONVERTIBLE NOTES PAYABLE AND_5
CONVERTIBLE NOTES PAYABLE AND NOTE PAYABLE (Details 2) - USD ($) | 6 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Jun. 30, 2021 | |
Shares issued | 198,046,241 | 524,543,160 |
Amount converted principal | $ 772,798 | $ 166,856 |
Amount converted interest | 56,000 | 21,603 |
Conversion expense | 2,250 | 7,200 |
Adjustment to fair value | 195,380 | |
Amount converted total | $ 831,047 | $ 391,039 |
Conversion price per share | $ 0.00417 | $ 0.00037 |
First Fire Global Opportunities Fund Llc | ||
Shares issued | 49,000,000 | |
Amount converted principal | $ 14,725 | |
Amount converted interest | 0 | |
Conversion expense | 1,200 | |
Adjustment to fair value | 18,375 | |
Amount converted total | $ 34,300 | |
Conversion price per share | $ 0.0003 | |
Auctus Funds | ||
Shares issued | 414,144,160 | |
Amount converted principal | $ 74,928 | |
Amount converted interest | 3,603 | |
Conversion expense | 4,500 | |
Adjustment to fair value | 177,005 | |
Amount converted total | $ 260,036 | |
Conversion price per share | $ 0.0002 | |
Labrys [Member] | ||
Shares issued | 198,046,241 | 61,399,000 |
Amount converted principal | $ 772,798 | $ 77,203 |
Amount converted interest | 56,000 | 18,000 |
Conversion expense | 2,250 | 1,500 |
Adjustment to fair value | 0 | |
Amount converted total | $ 831,047 | $ 97,603 |
Conversion price per share | $ 0.00417 | $ 0.0016 |
CONVERTIBLE NOTES PAYABLE AND_6
CONVERTIBLE NOTES PAYABLE AND NOTE PAYABLE (Details Narrative) - USD ($) | May 06, 2014 | Oct. 31, 2021 | Sep. 30, 2021 | Jul. 22, 2013 | Dec. 31, 2021 | Jun. 30, 2021 | Jun. 30, 2020 |
Promissory notes | $ 205,000 | $ 430,000 | $ 411,748 | ||||
Note mature | Mar. 31, 2014 | May 6, 2016 | |||||
Principal amount | $ 125,000 | $ 25,000 | |||||
Convertible debt instrument conversion price per share | $ 0.00417 | ||||||
Total | $ 465,396 | 957,160 | 1,000,927 | ||||
Convertible Notes Payable [Member] | |||||||
Total | 465,396 | 957,160 | 1,100,000 | ||||
Repaid principal amount | $ 115,000 | ||||||
Convertible promissory notes in default and remain unpaid | $ 317,000 | 324,009 | |||||
Convertible Notes Payable [Member] | Minimum | |||||||
Convertible debt instrument conversion price per share | $ 0.0019 | ||||||
Accrued interest | $ 170,000 | $ 161,000 | 503,068 | ||||
Debt instrument interest rate percentage | 0.00% | 0.00% | |||||
Convertible Notes Payable [Member] | Maximum | |||||||
Convertible debt instrument conversion price per share | $ 22,500 | ||||||
Debt instrument interest rate percentage | 18.00% | 18.00% | |||||
Notes Payable | |||||||
Repaid principal amount | $ 22,500 | ||||||
Convertible promissory notes in default and remain unpaid | $ 205,000 | ||||||
Notes Payable | Minimum | |||||||
Accrued interest | $ 198,978 | $ 204,912 | $ 175,000 | ||||
Debt instrument interest rate percentage | 0.00% | 0.00% | |||||
Notes Payable | Maximum | |||||||
Debt instrument interest rate percentage | 16.00% | 16.00% |
STOCKHOLDERS DEFICIT (Details)
STOCKHOLDERS DEFICIT (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Jun. 30, 2021 | |
STOCKHOLDERS DEFICIT | ||
Warrants outstanding, beginning | 12,165,260 | 500,000 |
Warrants, granted | 3,753,418 | 46,838,209 |
Warrants, granted due to repricing | 347,761,534 | |
Warrants, exercised | 6,565,229 | 375,934,483 |
Warrants, forfeited | 2,538,667 | 7,000,000 |
Weighted outstanding, ending | 6,814,782 | 12,165,260 |
Warrants, exercisable, ending | 6,814,782 | 12,165,260 |
Weighted average exercise price, outstanding, beginning | $ 0.011 | $ 0.15 |
Weighted average exercise price, granted | 0.0105 | 0.011 |
Weighted average exercise price, granted due to repricing | 0.0002 | |
Weighted average exercise price, exercised | 0.0074 | 0.0002 |
Weighted average exercise price, forfeited | 0.0074 | 0.0002 |
Weighted average exercise price, outstanding, ending | 0.0113 | 0.011 |
Weighted average exercise price, exercisable, ending | $ 0.0113 | $ 0.011 |
Weighted average fair value of warrants granted during the period | $ 0 | $ 72,992 |
STOCKHOLDERS DEFICIT (Details 1
STOCKHOLDERS DEFICIT (Details 1) - $ / shares | 6 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Jun. 30, 2021 | |
Weighted outstanding, ending | 6,814,782 | 12,165,260 |
Weighted average remaining contractual life | 1 year 10 months 2 days | |
Weighted average exercise price | $ 0.113 | |
Warrants exercisable | 6,814,782 | 12,165,260 |
Weighted average exercise price of warrants exercisable | $ 0.0113 | $ 0.011 |
Warrant 1 | ||
Weighted outstanding, ending | 1,636,364 | |
Weighted average remaining contractual life | 1 year 10 days | |
Weighted average exercise price | $ 0.0055 | |
Warrants exercisable | 1,636,364 | |
Weighted average exercise price of warrants exercisable | $ 0.0055 | |
Range of Exercise Price | $ 0.0055 | |
Warrant 2 | ||
Weighted outstanding, ending | 851,299 | |
Weighted average remaining contractual life | 1 year 6 months 10 days | |
Weighted average exercise price | $ 0.0077 | |
Warrants exercisable | 851,299 | |
Weighted average exercise price of warrants exercisable | $ 0.0077 | |
Range of Exercise Price | $ 0.0077 | |
Warrant 3 | ||
Weighted outstanding, ending | 1,807,229 | |
Weighted average remaining contractual life | 2 years 9 months | |
Weighted average exercise price | $ 0.0091 | |
Warrants exercisable | 1,807,229 | |
Weighted average exercise price of warrants exercisable | $ 0.0091 | |
Range of Exercise Price | $ 0.0091 | |
Warrant 4 | ||
Weighted outstanding, ending | 1,094,890 | |
Weighted average remaining contractual life | 2 years 9 months | |
Weighted average exercise price | $ 0.0151 | |
Warrants exercisable | 1,094,890 | |
Weighted average exercise price of warrants exercisable | $ 0.0151 | |
Range of Exercise Price | $ 0.0151 | |
Warrant 5 | ||
Weighted outstanding, ending | 1,425,000 | |
Weighted average remaining contractual life | 1 year 1 month 9 days | |
Weighted average exercise price | $ 0.0200 | |
Warrants exercisable | 1,425,000 | |
Weighted average exercise price of warrants exercisable | $ 0.0200 | |
Range of Exercise Price | $ 0.0200 |
STOCKHOLDERS DEFICIT (Details N
STOCKHOLDERS DEFICIT (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Dec. 31, 2021 | Dec. 31, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | Sep. 30, 2021 | Jul. 31, 2021 | Jan. 31, 2019 | |
Common stock, shares authorized | 10,000,000,000 | 10,000,000,000 | 10,000,000,000 | 10,000,000,000 | |||
Common stock, shares issued | 3,681,071,235 | 3,681,071,235 | 3,098,271,081 | 1,544,793,446 | |||
Common stock, shares outstanding | 2,946,271,108 | ||||||
Shares issued for conversion of notes payable, shares | 198,046,241 | 524,543,160 | 954,210,518 | ||||
Shares issued for conversion of notes payable, amount | $ 831,047 | $ 2,031,402 | $ 1,059,572 | ||||
Convertible preferred stock, par value | $ 0.0001 | $ 0.0001 | |||||
Conversion price | 0.00417 | $ 0.00417 | |||||
Shares issued as Warrent, shares | 6,587,229 | ||||||
Shares, par value | $ 0.0001 | $ 0.0001 | |||||
Shares issued as compensation, amount | $ 473,000 | ||||||
Common Stock Warrants [Member] | |||||||
Common Stock Warrants issued | $ 39,370,677 | $ 39,370,677 | $ 851,299 | $ 500,000 | |||
Description of stock warrants | warrants with a two year life, and fixed exercise prices ranging from $0.0055 to $0.02 per share. | ||||||
Exercise price of warrants | $ 0.0077 | $ 0.15 | |||||
Securities Purchase Agreement [Member] | |||||||
Shares, par value | $ 0.0001 | $ 0.0001 | |||||
Shares price per share | 0.0005 | $ 0.0005 | |||||
Shares issued of sale of common stock,share | 300,000,000 | ||||||
Directors | |||||||
Shares, par value | 0.0001 | $ 0.0001 | |||||
Shares issued as compensation, amount | $ 818,000 | $ 2,809,000 | $ 148,000 | ||||
Shares price per share | 0.0093 | $ 0.0093 | |||||
Shares issued as compensation, shares | 88,000,000 | 220,000,000 | 348,000,000 | ||||
Consultants | |||||||
Shares, par value | 0.001 | $ 0.001 | |||||
Shares issued as compensation, amount | $ 729,331 | $ 354,000 | $ 198,735 | ||||
Shares price per share | 0.009 | $ 0.009 | $ 0.0115 | ||||
Shares issued as compensation, shares | 81,166,666 | 56,666,670 | 199,850,000 | ||||
Gross proceeds from sales | $ 1,500,000 | ||||||
Series A Convertible Preferred Stock [Member] | |||||||
Convertible preferred stock, par value | 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||
Shares, par value | 750 | 750 | |||||
Shares price per share | $ 0.035 | $ 0.035 | |||||
Preferred stock shares designated | $ 13,992 | $ 13,992 | $ 13,992 | $ 13,992 | |||
Series B Convertible Preferred Stock [Member] | |||||||
Convertible preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||
Shares, par value | 0.001 | 0.001 | |||||
Shares price per share | $ 375 | $ 375 | |||||
Preferred stock shares designated | $ 1,328 | $ 1,328 | $ 1,328 | $ 1,328 |
STOCKBASED COMPENSATION (Detail
STOCKBASED COMPENSATION (Details) | 6 Months Ended | 12 Months Ended | |
Dec. 31, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | |
Expected volatility | 497.00% | 497.00% | 0.00% |
Expected term | 4 years | 4 years | |
Risk-free interest rate | 0.84% | 0.84% | 0.00% |
Forfeiture rate | 0.00% | 0.00% | 0.00% |
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Minimum | |||
Expected volatility | 370.00% | 370.00% | |
Risk-free interest rate | 0.76% | 0.76% | |
Maximum | |||
Expected volatility | 497.00% | 497.00% | |
Risk-free interest rate | 0.84% | 0.84% |
STOCKBASED COMPENSATION (Deta_2
STOCKBASED COMPENSATION (Details 1) - USD ($) | 6 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Jun. 30, 2021 | |
STOCK-BASED COMPENSATION | ||
Options outstanding, Begin | 16,000,000 | 0 |
Granted | 0 | 16,000,000 |
Exercised | 0 | 0 |
Forfeiture and cancelled | (8,000,000) | 0 |
Options outstanding, Ending | 8,000,000 | 16,000,000 |
Weighted average exercise price, Beginning | $ 0.015 | $ 0 |
Weighted average exercise price, granted | 0 | 0.015 |
Weighted average exercise price, exercised | 0 | 0 |
Weighted average exercie price, forfeiture and cancelled | 0.015 | 0 |
Weighted average exercise price, Ending | $ 0.015 | $ 0.015 |
Aggregate Intrinsic Value | $ 0 | $ 0 |
Weighted average remaining life, granted | 4 years 11 months 15 days | |
Weighted average remaining life | 4 years 5 months 1 day | 4 years 11 months 15 days |
STOCKBASED COMPENSATION (Deta_3
STOCKBASED COMPENSATION (Details 2) - $ / shares | 6 Months Ended | 12 Months Ended | |
Dec. 31, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | |
Options outstanding | 8,000,000 | 16,000,000 | 0 |
Weighted average remaining life | 4 years 5 months 1 day | 4 years 11 months 15 days | |
Weighted average exercise price | $ 0.015 | $ 0.015 | $ 0 |
$0.01 | |||
Options outstanding | 5,000,000 | 8,000,000 | |
Weighted average remaining life | 4 years 6 months | 5 years | |
Weighted average exercise price | $ 0.01 | $ 0.01 | |
Options outstanding, vested | 2,083,333 | 1,333,333 | |
Weighted average exercise price, vested | $ 0.01 | $ 0.01 | |
Weighted average remaining life, vested | 4 years 6 months | 5 years | |
$0.02 | |||
Options outstanding | 3,000,000 | 8,000,000 | |
Weighted average remaining life | 4 years 3 months 29 days | 4 years 11 months 1 day | |
Weighted average exercise price | $ 0.02 | $ 0.02 | |
Options outstanding, vested | 1,750,000 | 250,000 | |
Weighted average exercise price, vested | $ 0.02 | $ 0.02 | |
Weighted average remaining life, vested | 4 years 3 months 29 days | 4 years 11 months 1 day | |
Options [Member] | |||
Options outstanding | 8,000,000 | 16,000,000 | |
Weighted average remaining life | 4 years 5 months 1 day | 4 years 11 months 15 days | |
Weighted average exercise price | $ 0.01375 | $ 0.015 | |
Options outstanding, vested | 3,833,333 | 1,583,333 | |
Weighted average exercise price, vested | $ 0.0146 | $ 0.015 | |
Weighted average remaining life, vested | 4 years 5 months 1 day | 4 years 11 months 15 days |
STOCKBASED COMPENSATION (Deta_4
STOCKBASED COMPENSATION (Details 3) - $ / shares | 6 Months Ended | 12 Months Ended | |
Dec. 31, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | |
STOCK-BASED COMPENSATION | |||
Restricted stock awards, unvested, begining | 132,000,000 | 666,659 | 3,544,447 |
Restricted stock awards, granted | 56,000,000 | 198,000,000 | 0 |
Restricted stock awards, forfeited | (10,833,333) | 0 | (1,227,788) |
Restricted stock awards, vested | (116,166,667) | 66,666,659 | 1,650,000 |
Restricted stock awards, unvested, ending | 61,000,000 | 132,000,000 | 666,659 |
Weighted average grant date fair value, unvested, beginning | $ 0.0115 | $ 0.06 | $ 0.06 |
Weighted average grant date fair value, granted | 0.0071 | 0.0115 | 0 |
Weighted average grant date fair value, forfeited | 0.0080 | 0 | 0.06 |
Weighted average grant date fair value, vested | 0.0110 | 0.0115 | 0.06 |
Weighted average grant date fair value, unvested, ending | $ 0.0090 | $ 0.0115 | $ 0.06 |
STOCKBASED COMPENSATION (Deta_5
STOCKBASED COMPENSATION (Details Narrative) - USD ($) | 6 Months Ended | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
STOCK-BASED COMPENSATION | ||||
Unrecognized compensation expense, restricted stock awards | $ 62,481 | $ 1,518,000 | ||
Unrecognized compensation expense, restricted stock awards, period of recognition | 9 months 29 days | 11 months 16 days | ||
Recognized non-cash compensation expense | $ 81,048 | $ 0 | ||
Number of common stock vested shares issued | shares | 4,250,000 | |||
Average price | $ 0.015 | |||
Weighted average exercise price, Ending | $ 0.015 | $ 0.015 | $ 0 | |
Plan terminates period | 10 years | |||
Issued options to purchase shares | 16,000,000 | |||
Average price | $ 0.015 | |||
Recognized expense | $ 18,554 | $ 0 | ||
Unrecognized pre-tax non-cash compensation expense | $ 143,141 | |||
Weighted-average period | 9 months 29 days | |||
Options to purchase vested shares | 1,518,000 | |||
Unrecognized weighted average period | 8 months 30 days |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | Dec. 31, 2021 | Jun. 30, 2021 | Jun. 30, 2020 |
Due to officer | $ 0 | $ 0 | $ 102,340 |
Mr Mark Lucky [Member] | |||
Due to officer | 1,451 | ||
Advance from officers, net | $ 40,340 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 6 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Jun. 30, 2021 | |
Royalty expense | $ 2,500,000 | |
Threat Surface Solutions Group [Member] | ||
Description of Provision for a royalty | provisions for a royalty payment on revenues collected of 5% and 6%, respectively. | 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 |
Income Taxes (Details)
Income Taxes (Details) | 12 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Income Taxes | ||
Statutory federal rate | (21.70%) | (21.00%) |
State income tax rate, net of federal benefit | (3.60%) | (3.60%) |
Permanent differences, including stock-based compensation | 8.60% | 8.60% |
Change in valuation allowance | 16.70% | 16.00% |
Effective tax rate | 0.00% | 0.00% |
Income Taxes (Details 1)
Income Taxes (Details 1) - USD ($) | Jun. 30, 2021 | Jun. 30, 2020 |
Income Taxes | ||
Tax benefit of net operating loss carry forward | $ 7,245,000 | $ 7,047,000 |
Intangible | 0 | 0 |
Total deferred tax assets | 7,245,000 | 7,047,000 |
Less: valuation allowance | (7,245,000) | (7,047,000) |
Net deferred tax assets | $ 0 | $ 0 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Income Taxes | ||
Income tax provision | $ 0 | $ 0 |
Net operating loss carryforwards | $ (34,500,000) | |
Net operating loss carryforwards expiration date | through fiscal years ending 2039 | |
Less: valuation allowance | $ (7,245,000) | (7,047,000) |
Increase (decrease) in deferred tax assets | $ 198,000 | $ (943,000) |
Statutory federal rate | 35.00% | 21.70% |
Fair Value Measurement (Details
Fair Value Measurement (Details) | Jun. 30, 2021USD ($) |
Level 1 | |
Derivative liability | $ 0 |
Level 2 | |
Derivative liability | 0 |
Level 3 | |
Derivative liability | 184,381 |
Convertible Notes | Level 1 | |
Derivative liability | 0 |
Convertible Notes | Level 2 | |
Derivative liability | 0 |
Convertible Notes | Level 3 | |
Derivative liability | 115,047 |
Warrants | Level 1 | |
Derivative liability | 0 |
Warrants | Level 2 | |
Derivative liability | 0 |
Warrants | Level 3 | |
Derivative liability | $ 69,334 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||
Jul. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | |
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Conversion of principal and interest | $ 807,930 | ||||
Convertible notes, par value | $ 0.0042 | ||||
Issued shares | 198,046,241 | ||||
Purchase agreements description | 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 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 | ||||
Convertible debt principal amount | $ 115,000 | ||||
Number of common stock vested shares issued | 4,250,000 | ||||
Common Stock Warrant [Member] | |||||
Common stock, par value | $ 0.0001 | ||||
Issued shares | 6,587,229 | ||||
Consultants | |||||
Common stock, par value | $ 0.0001 | ||||
Number of common stock vested shares issued | 31,500,000 | ||||
Stock valued | $ 362,250 | ||||
Shares issued, average price per share | $ 0.0115 | $ 0.009 | |||
Directors And Officers [Member] | |||||
Common stock, par value | $ 0.0001 | ||||
Number of common stock vested shares issued | 30,000,000 | ||||
Stock valued | $ 345,000 | ||||
Shares issued, average price per share | $ 0.0115 |