Cover
Cover - USD ($) | 12 Months Ended | ||
Jun. 30, 2023 | Sep. 20, 2023 | Dec. 31, 2022 | |
Cover [Abstract] | |||
Entity Registrant Name | VISIUM TECHNOLOGIES, INC. | ||
Entity Central Index Key | 0001082733 | ||
Document Type | 10-K | ||
Amendment Flag | false | ||
Entity Voluntary Filers | Yes | ||
Current Fiscal Year End Date | --06-30 | ||
Entity Well Known Seasoned Issuer | No | ||
Entity Small Business | true | ||
Entity Shell Company | false | ||
Entity Emerging Growth Company | false | ||
Entity Current Reporting Status | Yes | ||
Document Period End Date | Jun. 30, 2023 | ||
Entity Filer Category | Non-accelerated Filer | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2023 | ||
Entity Common Stock Shares Outstanding | 45,522,382 | ||
Entity Public Float | $ 232,079 | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity File Number | 000-25753 | ||
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 | ||
Entity Interactive Data Current | Yes | ||
Auditor Location | Margate, Florida | ||
Auditor Name | Assurance Dimensions | ||
Auditor Firm Id | 5036 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Jun. 30, 2023 | Jun. 30, 2022 |
Current assets: | ||
Cash | $ 9,982 | $ 136,990 |
Total current assets | 9,982 | 136,990 |
Total assets | 9,982 | 136,990 |
Current liabilities: | ||
Accounts payable and accrued expenses | 845,502 | 596,463 |
Accrued compensation | 1,371,879 | 614,589 |
Accrued interest | 548,041 | 404,712 |
Due to officer | 99,578 | 0 |
Convertible notes payable, net of discount of $0 and $412,944, respectively | 937,576 | 1,074,487 |
Derivative liability | 80,707 | 35,297 |
Notes payable, net of discount of $26,805 and $0, respectively | 380,013 | 205,000 |
Total current liabilities | 4,263,296 | 2,930,548 |
Commitments and contingencies (Note 11) | 0 | 0 |
Stockholders' deficit: | ||
Common stock, $0.0001 par value, 1,000,000,000 shares authorized: 37,199,647 shares issued and 29,844,713 outstanding at June 30, 2023, and 2,903,804 shares issued and 2,896,385 outstanding at June 30, 2022, respectively (See Note 7) | 2,987 | 288 |
Additional paid in capital | 55,597,779 | 53,749,386 |
Accumulated deficit | (59,869,400) | (56,558,552) |
Total stockholders' deficit | (4,253,314) | (2,793,558) |
Total liabilities and stockholders' deficit | 9,982 | 136,990 |
Series A Convertible Preferred Stock [Member] | ||
Stockholders' deficit: | ||
Preferred Stock Value | 13,992 | 13,992 |
Series B Convertible Preferred Stock [Member] | ||
Stockholders' deficit: | ||
Preferred Stock Value | 1,328 | 1,328 |
Series AA Convertible Stock [Member] | ||
Stockholders' deficit: | ||
Preferred Stock Value | $ 0 | $ 0 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Jun. 30, 2023 | Jun. 30, 2022 |
Convertible notes payable, net of discount | $ 0 | $ 412,944 |
Notes payable, net of discount | $ 26,805 | $ 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued | 37,199,647 | 2,903,804 |
Common stock, shares outstanding | 29,844,713 | 2,896,385 |
Series A Convertible Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Preferred stock, shares issued | 13,992,340 | 13,992,340 |
Preferred stock, shares outstanding | 13,992,340 | 13,992,340 |
Series B Convertible Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 30,000,000 | 30,000,000 |
Preferred stock, shares issued | 1,327,670 | 1,327,670 |
Preferred stock, shares outstanding | 1,327,670 | 1,327,670 |
Series AA Convertible Stock [Member] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 1 | 1 |
Preferred stock, shares issued | 1 | 1 |
Preferred stock, shares outstanding | 1 | 1 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
CONSOLIDATED STATEMENTS OF OPERATIONS | ||
Revenues | $ 0 | $ 0 |
Operating expenses: | ||
Selling, general and administrative | 2,198,639 | 4,316,191 |
Development expense | 214,965 | 361,298 |
Total operating expenses | 2,413,604 | 4,677,489 |
Loss from operations | (2,413,604) | (4,677,489) |
Other income (expense) | ||
Gain on change in fair value of derivative liabilities | 17,363 | 1,119 |
Derivative liability expense | (62,773) | 0 |
Interest expense | (334,847) | (705,075) |
Gain (loss) on debt settlement | 0 | 187,930 |
Loss on extinguishment of debt | (516,987) | 0 |
Total other income (expense) | (897,244) | (516,026) |
Net loss | (3,310,848) | (5,193,515) |
Common stock deemed dividends | (145,704) | 0 |
Net income attributable to common stock holders - basic and diluted | $ (3,456,552) | $ (5,193,515) |
Weighted average common shares | ||
Basic and diluted | 6,306,120 | 2,505,011 |
Net loss Per Common Share -Basic and Diluted: | $ (0.55) | $ (2.07) |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS DEFICIT - USD ($) | Total | Series A, Preferred Stock | Series B, Preferred Stock | Series AA Preferred Stock | Common Stock | Additional Paid-In Capital | Accumulated Deficit |
Balance, shares at Jun. 30, 2021 | 13,992,340 | 1,327,670 | 1 | 2,182,423 | |||
Balance, amount at Jun. 30, 2021 | $ (2,837,187) | $ 13,992 | $ 1,328 | $ 0 | $ 218 | $ 48,512,312 | $ (51,365,037) |
Shares issued as compensation to directors and officers, shares | 100,758 | ||||||
Shares issued as compensation to directors and officers, amount | 1,173,800 | $ 10 | 1,173,790 | ||||
Shares issued as compensation to employees, shares | 54,955 | ||||||
Shares issued as compensation to employees, amount | 762,837 | $ 5 | 762,832 | ||||
Shares issued for consulting services, shares | 53,334 | ||||||
Shares issued for consulting services, amount | 241,800 | $ 5 | 241,795 | ||||
Shares issued for conversion of notes payable, shares | 146,701 | ||||||
Shares issued for conversion of notes payable, amount | 831,047 | $ 15 | 831,032 | ||||
Shares issued pursuant to sale of common stock, shares | 222,222 | ||||||
Shares issued pursuant to sale of common stock, amount | 1,500,000 | $ 22 | 1,499,978 | ||||
Commitment shares issued pursuant to convertible notes payable, shares | 86,667 | ||||||
Commitment shares issued pursuant to convertible notes payable, amount | 236,567 | $ 9 | 236,558 | ||||
Benefical conversion feature with convertible debt | 239,564 | 239,564 | |||||
Shares issued upon exercise of stock warrants, shares | 4,881 | ||||||
Shares issued upon exercise of stock warrants, amount | 0 | $ 0 | 0 | ||||
Shares issued pursuant to settlement of litigation, shares | 44,444 | ||||||
Shares issued pursuant to settlement of litigation, amount | 108,000 | $ 4 | 107,996 | ||||
Amortization of deferred compensation | 143,529 | 143,529 | |||||
Net loss for the year ended June 30, 2022 | (5,193,515) | (5,193,515) | |||||
Warrants issued on extinguishment of debt | 0 | ||||||
Balance, shares at Jun. 30, 2022 | 13,992,340 | 1,327,670 | 1 | 2,896,385 | |||
Balance, amount at Jun. 30, 2022 | (2,793,558) | $ 13,992 | $ 1,328 | $ 0 | $ 288 | 53,749,386 | (56,558,552) |
Shares issued as compensation to directors and officers, shares | 4,045,928 | ||||||
Shares issued as compensation to directors and officers, amount | 564,125 | $ 404 | 563,721 | ||||
Shares issued as compensation to employees, shares | 855,002 | ||||||
Shares issued as compensation to employees, amount | 218,155 | $ 86 | 218,069 | ||||
Shares issued for consulting services, shares | 664,002 | ||||||
Shares issued for consulting services, amount | 74,196 | $ 70 | 74,126 | ||||
Shares issued for conversion of notes payable, shares | 19,235,473 | ||||||
Shares issued for conversion of notes payable, amount | 753,394 | $ 1,924 | 751,470 | ||||
Shares issued pursuant to sale of common stock, shares | 2,012,500 | ||||||
Shares issued pursuant to sale of common stock, amount | 40,250 | $ 201 | 40,049 | ||||
Commitment shares issued pursuant to convertible notes payable, shares | 66,668 | ||||||
Commitment shares issued pursuant to convertible notes payable, amount | $ 14,000 | $ 7 | 13,993 | ||||
Shares issued upon exercise of stock warrants, shares | 68,755 | 68,755 | |||||
Shares issued upon exercise of stock warrants, amount | $ 0 | $ 7 | (7) | ||||
Shares issued pursuant to settlement of litigation, amount | 0 | ||||||
Amortization of deferred compensation | 0 | ||||||
Net loss for the year ended June 30, 2022 | (3,310,848) | (3,310,848) | |||||
Warrants issued on extinguishment of debt | 186,972 | 186,972 | |||||
Balance, shares at Jun. 30, 2023 | 13,992,340 | 1,327,670 | 1 | 29,844,713 | |||
Balance, amount at Jun. 30, 2023 | $ (4,253,314) | $ 13,992 | $ 1,328 | $ 0 | $ 2,987 | $ 55,597,779 | $ (59,869,400) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Cash flows from operating activities: | ||
Net loss | $ (3,310,848) | $ (5,193,515) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Amortization of debt discounts | 102,737 | 571,081 |
Stock based payments for consultants, directors, and officers | 856,476 | 2,178,437 |
(Gain) loss on debt settlement | 516,987 | (187,930) |
Gain on change in fair value of derivative liabilities | (17,363) | (1,119) |
Amortization of deferred compensation | 0 | 143,529 |
Amortization of prepaid expense | 0 | 55,417 |
Derivative liability expense | 62,773 | 0 |
Changes in operating assets and liabilities: | ||
Accounts payable and accrued expenses | 233,059 | 169,538 |
Accrued compensation | 757,290 | (57,940) |
Accrued interest | 275,003 | 97,926 |
Net cash used in operating activities | (523,886) | (2,224,576) |
Cash flows from financing activities: | ||
Advance from officers | 99,578 | 0 |
Proceeds from convertible notes payable | 140,000 | 1,076,400 |
Proceeds from short term notes payable | 190,000 | 0 |
Proceeds from sale of common stock | 40,250 | 1,500,000 |
Repayment of short term notes payable | (9,250) | (225,000) |
Repayment of convertible notes payable | (63,700) | (115,000) |
Net cash provided by financing activities | 396,878 | (2,236,400) |
Net increase (decrease) in cash | (127,008) | 11,824 |
Cash at beginning of year | 136,990 | 125,166 |
Cash at end of year | 9,982 | 136,990 |
Cash paid for: | ||
Interest | 65,766 | 30,231 |
Income taxes | 0 | 0 |
Issuance of common stock for conversion of notes payable and accrued interest | 753,394 | 831,047 |
Warrants issued on extinguishment of debt | 186,972 | 0 |
Commitment shares issued pursuant to convertible notes payable | 14,000 | 236,567 |
Shares issued pursuant to settlement of litigation | 0 | 108,000 |
Beneficial conversion feature with convertible debt | $ 0 | $ 239,564 |
ORGANIZATION, DESCRIPTION OF BU
ORGANIZATION, DESCRIPTION OF BUSINESS AND GOING CONCERN | 12 Months Ended |
Jun. 30, 2023 | |
ORGANIZATION, DESCRIPTION OF BUSINESS AND GOING CONCERN | |
ORGANIZATION, DESCRIPTION OF BUSINESS AND GOING CONCERN | 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. Visium is a provider of cyber security visualization, big data analytics and automation that operates in the traditional cyber security space, as well as in the cloud-based technology and Internet of Things spaces. In March 2019, Visium entered into a software license agreement with MITRE Corporation to license a patented technology known as CyGraph, a tool for cyber warfare analytics, visualization and knowledge management. CyGraph is a military-grade, highly scalable big data analytics tool for cyber security, based on graph database technology. The development of the technology was sponsored by the US Army and is currently in use by the U.S. Army Cyber Command. CyGraph provides advanced analytics for cybersecurity situational awareness that is scalable, flexible and comprehensive. Visium has completed significant proprietary product development efforts to commercialize CyGraph which the Company has rebranded as TruContext TM 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. As of June 30, 2023 there has been no activity in this subsidiary. On June 20, 2022 a majority of the common shareholders approved certain corporate actions, and the Company filed an amendment to its Articles of Incorporation with the State Department of Corporations in the State of Florida to effect the following changes, effective September 22, 2022: (i) reverse the Common stock by a ratio of one thousand six hundred for one (1,350:1). The board of directors was authorized to implement the reverse stock split. (ii) Reduce the number of shares of Common Stock that the company is authorized to issue to one billion (1,000,000,000) from ten billion (10,000,000,000). The principal effects of the Reverse Split include the following: ● the number of outstanding shares of the Company’s common stock and treasury stock is decrease based on the Reverse Split ratio of 1,350:1; ● the number of shares of the Company’s common stock held by individual stockholders will decrease based on the Reverse Split ratio selected by the Board, and the number of stockholders who own “odd lots” of less than 100 shares of our common stock will increase; ● the number of shares common stock reserved for issuance under our stock incentive plans are reduced proportionally based on the Reverse Split ratio of 1,350:1 (along with any other appropriate adjustments or modifications); and ● the exercise price of our outstanding stock options and warrants and the conversion price of our outstanding convertible securities, including preferred stock, and the number of shares reserved for issuance upon exercise or conversion thereof are adjusted in accordance with their terms based on the Reverse Split ratio of 1,350:1. Going Concern The accompanying consolidated financial statements have been prepared on a going concern basis. For the year ended June 30, 2023 we had a net loss of $3,310,848, had net cash used in operating activities of $523,886 and had negative working capital of $4,253,314. 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 | 12 Months Ended |
Jun. 30, 2023 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 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, 2023 and 2022. 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. As of June 30, 2023 and 2022, the Company did not exceed these FDIC limits. Derivative Liabilities The Company assessed the classification of its derivative financial instruments as of June 30, 2023 and 2022, 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, 2023 of $80,707. 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. The following is the Level 3 activity for the Company’s derivatives: Derivative liability at June 30, 2021 $ 184,381 Derivative liability reduced as a result of debt settlement (147,965 ) Gain on change in fair value of derivative liability (1,119 ) Derivative liability at June 30, 2022 $ 35,297 Derivative liability expense 62,773 Gain on change in fair value of derivative liability (17,363 ) Derivative liability at June 30, 2023 $ 80,707 Additional Disclosures Regarding Fair Value Measurements The carrying value of cash, accounts payable and accrued expenses, accrued compensation, notes payable, convertible promissory notes payable, approximate their fair value due to the short maturity of these items or the use of market interest rates. At June 30, 2023 and 2022, 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. 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 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 in 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 financial statements. In May 2022, the FASB issued ASU 2022-04, 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, 2022, including interim periods within those fiscal years. The Company adopted ASU 2022-04 on January 1, 2023. There is no impact of the adoption of the standard on the financial statements. All other newly issued accounting pronouncements but not yet effective have been deemed immaterial or nonapplicable. 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, 2023 and 2022 as their effect would be anti-dilutive. Potential common shares that would be as follows: For the Years ended June 30, 2023 2022 Weighted average common shares outstanding 6,306,120 2,505,011 Effect of dilutive securities-when applicable: Convertible promissory notes 38,998,249 482,472 Preferred stock converted to common stock 11,348 11,348 Common stock options 2,222 2,222 Warrants 5,115,207 5,049 Fully diluted earnings per share—adjusted weighted-average shares and assumed conversions 50,433,146 3,006,102 |
DERIVATIVE LIABILITIES
DERIVATIVE LIABILITIES | 12 Months Ended |
Jun. 30, 2023 | |
DERIVATIVE LIABILITIES | |
DERIVATIVE LIABILITIES | NOTE 3: DERIVATIVE LIABILITY Derivative liability – warrants The Company issued warrants in connection with convertible notes payable which were issued in January, February, and July 2021, and September, 2022. These warrants have price protection provisions that allow for the reduction in the exercise price of the warrants in the event the Company subsequently issues stock or securities convertible into stock at a price lower than the stated conversion for each warrant, ranging from $0.0055 to $0.02 per share exercise price of the warrants. 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, 2023 and 2022, respectively, using the Cox, Ross & Rubinstein Binomial Tree valuation model. The Company recognizes the derivative liability related to those warrants that contain price protection features in its consolidated balance sheet as liabilities. 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 embedded derivative liabilities. The Company’s derivative liabilities related to its convertible notes payable have been measured at fair value at June 30, 2023 and June 30, 2022 using the Cox, Ross & Rubinstein Binomial Tree valuation model. 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 $17,363 and $1,119 for the years ended June 30, 2023 and 2022, 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 2023 and June 30, 2022 was $0 and $3,947, respectively. The fair value of the derivative liability related to the convertible debt at June 30, 2023 and June 30, 2022 is $80,707 and $31,350, 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, 2023 2022 Effective exercise price $ 0.0046 $ 0.972– $27.00 Effective market price $ 0.013 $ 1.755 Expected volatility 340% to 372 % 113% to 248 % Risk-free interest 3.54%-3.65 % 1.68%-2.92 % Expected terms 60 days 60 – 824 days Expected dividend rate 0 % 0 % |
CONVERTIBLE NOTES PAYABLE AND N
CONVERTIBLE NOTES PAYABLE AND NOTES PAYABLE | 12 Months Ended |
Jun. 30, 2023 | |
CONVERTIBLE NOTES PAYABLE AND NOTES PAYABLE | |
CONVERTIBLE NOTES PAYABLE AND NOTE PAYABLE | NOTE 4: CONVERTIBLE NOTES PAYABLE AND NOTE PAYABLE Convertible Notes Payable At June 30, 2023 and June 30, 2022 convertible debentures consisted of the following: June 30, 2023 2022 Convertible notes payable $ 937,576 $ 1,487,431 Discount on convertible notes - (412,944 ) Total $ 937,576 $ 1,074,487 The Company had convertible promissory notes aggregating $937,576 and $1,487,431 at June 30, 2023 and June 30, 2022, respectively. The related accrued interest amounted to approximately $226,831 and $261,300 at June 30, 2023 and June 30, 2022, 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 $0.0046 to $22,500 per share, as a result of the two reverse stock splits. At June 30, 2023, approximately $899,903 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 2022, the Company entered into Amendment #1 with each of the three Investors (the “Amendments”), pursuant to which the following amendments were made to the respective Purchase Agreements, Notes and other transaction documents: (i) the Investors waived the Company’s obligations to make interim payments; (ii) the time period for the Company to file a registration statement for the resale of the shares underlying the Notes was extended until October 31, 2022. Pursuant to the Amendments, the Company issued to each of the Investors a warrant to purchase 138,667 shares in the aggregate of the Company’s common stock (the “Warrants”). The Warrants are exercisable for a period of five years and exercise may be cashless under certain circumstances. The Warrants were exercisable at a price of $1.35 See Note 6. For the year ended June 30, 2023, the following summarizes the conversion of debt for common shares: Amount of Amount of Adjustment Conversion Shares Converted Converted Conversion To Price Name Issued Principal Interest Expense Fair Value Total Per Share Talos Victory Fund 7,335,000 262,526 10,800 19,250 (33,799 ) 258,777 0.035 1800 Diagonal 1,954,366 41,300 - - 26,634 67,934 0.035 FirstFire 2,460,000 68,430 21,600 547 21,516 112,093 0.085 Mast Hill 7,486,100 263,150 50,519 22,750 (21,830 ) 314,589 0.042 Total 19,235,473 $ 635,406 $ 82,919 $ 42,547 $ 7,479 $ 753,394 $ 0.039 Transactions Convertible Notes Payable In February 2022, the Company entered into three Securities Purchase Agreements with three investors pursuant to which each investor purchased a promissory note, each with a face value of $270,000, made by the Company in favor of the Investors in the total combined principal amount of $810,000 for a combined purchase price of $745,200. These Notes bear an aggregate original issue discount of $64,800, each bear interest of 8% per year and mature in February 2023. The Notes are convertible into shares of the Company’s common stock at a conversion price of $2.43 per share, subject to adjustment as provided therein. The Company has the right to prepay each Note in full, including accrued but unpaid interest, without prepayment penalty provided an event of default, as defined therein, has not occurred. In the seven (7) trading days prior to any prepayment the Investors shall have the right to convert their Notes into Common Stock of the Company in accordance with the terms of such Note. The Notes contain events of defaults and certain negatives covenants that are typical in the types of transactions contemplated by the Purchase Agreements. Pursuant to the Purchase Agreements, the Company issued to the Investors an aggregate 60,000 commitment shares of the Company’s common stock (the “Commitment Shares”) as a condition to closing. The commitment shares were valued at $291,600, or $4.86 per share and recorded as a discount. In April 2022, the Company entered into a Securities Purchase Agreement with an investor pursuant to which the investor purchased a promissory note with a face value of $360,000, made by the Company for a purchase price of $331,200. The Note bears an original issue discount of $28,800, bears interest of 8% per year and matures in April 2023. The Note is convertible into shares of the Company’s common stock at a conversion price of $2.43 per share, subject to adjustment as provided therein. The Company has the right to prepay each Note in full, including accrued but unpaid interest, without prepayment penalty provided an event of default, as defined therein, has not occurred. In the seven (7) trading days prior to any prepayment the Investor shall have the right to convert their Notes into Common Stock of the Company in accordance with the terms of such Note. The Note contains events of defaults and certain negatives covenants that are typical in the types of transactions contemplated by the Purchase Agreement. Pursuant to the Purchase Agreement, the Company issued to the Investor 26,667 commitment shares of the Company’s common stock (the “Commitment Shares”) as a condition to closing. The commitment shares were valued at $54,915, or $2.06 per share and recorded as a discount. In October 2022, the Company entered into a Securities Purchase Agreement with an Investor pursuant to which the Investor purchased a promissory note with a face value of $105,000 made by the Company for a purchase price of $100,000. The Note bore interest of 10% and was scheduled to mature in October 2023. The Note was convertible into shares of the Company’s common stock at a conversion price of $1.50 per share, subject to adjustment as provided therein. After the conversion of principal of $41,300 and a payment of $63,700 in cash, this Note had been fully repaid as of June 30, 2023. The repayment amount included a repayment penalty of 25% of the then-outstanding principal and interest, resulting on a loss on extinguishment of debt of $19,540. In March 2023, the Company entered into a Securities Purchase Agreement with an Investor pursuant to which the Investor purchased a promissory note with a face value of $44,250 made by the Company for a purchase price of $40,000. The Note bore interest of 10% and was scheduled to mature in March 2024. The Note was convertible into shares of the Company’s common stock at a conversion price of $1.50 per share, subject to adjustment as provided therein. During the year ended June 30, 2023, the total shares issued upon conversion of these convertible notes payable was 19,235,473 with a total fair value of $753,394. The Company recognized interest expense on convertible notes payable of approximately $116,710 and $111,530 during the fiscal years 2023 and 2022, respectively. Notes Payable The Company had promissory notes aggregating $380,013 and $205,000 at June 30, 2023 and 2022, respectively. The related accrued interest amounted to approximately $224,010 and $226,343 at June 30, 2023 and June 30, 2022, 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, 2023 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. On February 27, 2023 the Company issued two notes totaling $150,000. The notes have a term of one year, and bear interest at 10% These notes have an unamortized discount at June 30, 2023 of $8,537 that is amortized over the life of the notes. On June 2, 2023 the Company issued a promissory note in the amount of $52,805 that netted the Company $40,000, bears interest at 17% and included an original issuance discount of $8,055 which is being amortized over the life of the note. In February 2023 the Company issued promissory notes totaling $150,000 to two accredited investors. The notes have a term of one year, and bear interest at 12%. The total shares issued with these convertible notes payable was 66,668 with a total relative fair value of $14,000 The Company recognized interest expense on promissory notes payable of approximately $33,789 and $21,430 during the fiscal years 2023 and 2022, respectively. |
ACCRUED INTEREST PAYABLE
ACCRUED INTEREST PAYABLE | 12 Months Ended |
Jun. 30, 2023 | |
ACCRUED INTEREST PAYABLE | |
ACCRUED INTEREST PAYABLE | NOTE 5: ACCRUED INTEREST PAYABLE Changes in accrued interest payable during the year ended June 30, 2023, is as follows: Accrued interest payable at June 30, 2022 $ 404,712 Interest expense on notes payable for the year ended June, 2023 233,558 Payments of accrued interest (7,310 ) Conversion of accrued interest into common stock (82,919 ) Accrued interest payable at June 30, 2023 $ 548,041 Interest expense for year ended June 30, 2023 was comprised of the following: Interest expense for the year ended June 30, 2023 $ 134,910 Amortization of debt discount 102,737 Total interest expense for the year ended June 30, 2023 $ 334,847 |
STOCKHOLDERS DEFICIT
STOCKHOLDERS DEFICIT | 12 Months Ended |
Jun. 30, 2023 | |
STOCKHOLDERS DEFICIT | |
STOCKHOLDERS' DEFICIT | NOTE 6: STOCKHOLDERS’ DEFICIT Common Stock At June 30, 2023, the Company had 1,000,000,000 authorized common shares. At June 30, 2023, the Company has 37,199,647 common shares issued of which 29,844,713 were outstanding, which is net of 7,297,575 unvested shares issued for the restricted stock awards granted during the year. The Company effected a reverse split of our Common stock by a ratio of one thousand three hundred fifty for one (1,350:1). The board of directors was authorized to implement the reverse stock split effective September 22, 2022. The reverse stock split adjusted the then outstanding Common shares of the company from 3,916,144,800 Common Shares to a total of 2,896,396 Common Shares. This action also reduced the number of Authorized common shares of the Company from 10,000,000,000 to 1,000,000,000. Issuances of Common Stock During 2023 During fiscal 2023 we issued shares of our common stock as follows: Convertible Notes Payable During the year ended June 30, 2023 the Company issued 19,235,473 shares of its common stock related to the conversion of $718,325 of principal and accrued interest of its convertible notes payable, at an average contract conversion price of $0.039 per share, with a cost of $48,334, for a total of $766,659. The fair value of the shares issued was $753,394, which created a loss of conversion of $12,062. Sale of Restricted Common Stock During the year ended June 30, 2023, the Company sold 2,012,500 shares of its $0.0001 par value common stock valued at $40,250, or $0.02 per share. Commitment Shares During the year ended June 30, 2023, we issued 66,668 shares of its common stock as commitment shares related to a financing transaction that raised an aggregate $150,000. The relative fair value of the commitment shares totaled $14,000 and was accounted for as discount on the related notes payable, which is being amortized over the term of the note. Stock Based Compensation During the year ended June 30, 2023, the Company issued 4,045,928 shares of its $0.0001 par value common stock as compensation to its directors and officers. The shares were valued at $564,125, or $0.14 per share, based on the quoted share price at the time of the transactions. During the year ended June 30, 2023, the Company issued and vested 664,002 shares of its $0.0001 par value common stock to three consultants, as compensation under three separate consulting agreements. The shares were valued at $74,196, or $0.11 per share, based on the quoted share price at the time of the transactions. During the year ended June 30, 2023, the Company issued and vested 855,002 shares of its $0.0001 par value common stock to its employees, as compensation. The shares were valued at $218,155, or $0.26 per share, based on the quoted share price at the time of the transactions. Warrant Exercises During the year ended June 30, 2023 the Company issued 68,755 shares of its $0.0001 par value common stock pursuant to two cashless exercises. Issuances of Common Stock During the Year ended June 30, 2022 During the year ended June 30 2022, the Company issued 146,701 shares of its common stock related to the conversion of $828,797 of principal and accrued interest of its convertible notes payable, at an average contract conversion price of $5.66 per share. The fair value of the shares issued was $2,422,722. Stock Based Compensation and Stock Based Consulting Services Expense During the year ended June 30, 2022 the Company issued 53,334 shares of its $0.0001 par value common stock to three consultants, as compensation for services rendered. The shares were valued at $255,033, or $4.78 per share. During the year ended June 30 2022, the Company issued 54,955 shares of its $0.0001 par value common stock to six employees, as compensation for services rendered. The shares were valued at $763,041, or $13.89 per share. During the year ended June 30 2022, the Company issued 100,758 shares of its $0.0001 par value common stock to our Directors and Officer, as compensation for services rendered. The shares were valued at $1,134,118, or $11.26 per share. Warrants During the fiscal year ended June 30 2022, the Company issued 4,881 shares of its $0.0001 par value common stock pursuant to the cashless exercise of warrants. The warrant shares were valued at $211,411, or $43.32 per share. Funding In September 2021 the Company entered into two securities purchase agreements (the “Purchase Agreements”) with a single institutional investor (the “Purchaser”) resulting in the raise of $1,500,000 in gross proceeds to the Company. Pursuant to the terms of the Purchase Agreements, the Company agreed to sell, in a registered director offering, an aggregate of 222,222 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) at a purchase price of $6.75 per Share (the “Offering”). The Offerings closed on September 15, 2021 and September 27, 2021, respectively. During the fiscal year ended June 30, 2022 the Company issued 86,667 shares of its $0.0001 par value common stock to three investors as commitment shares pursuant to the issuance of promissory notes. The shares were valued at $236,567, Litigation Settlement During the fiscal year ended June 30, 2022 we issued 44,444 shares of its common stock pursuant to the settlement of litigation with ASC Recap. The shares were valued at $108,000, and resulted in a gain of $39,965. Common Stock Warrants In September 2022 we issued 138,667 warrants with a five year life, and a fixed exercise price of $1.35 per share, as part of a modification to three outstanding convertible notes payable. The Company evaluated these amendments under ASC 470-50, “ Debt - Modification and Extinguishment” Due to the price protection features of these warrants, the Company issued 5,048,426 warrant shares to these warrant holders. As a result of this transaction the difference between the amount of the fair value of the current exercise price and reduced exercise price amounting to $145,704 is recorded as a deemed dividend with a corresponding increase and decrease in additional paid in capital as of June 30, 2023. Additionally, for the year ended June 30, 2023, it is reflected as a reduction to the net loss for the year to arrive at the net loss attributable to common shareholders to recognize the effect of the price protection provisions. A summary of the status of the Company’s outstanding common stock warrants as of June 30, 2023 and 2022 and changes during the fiscal years ending on these dates is as follows: Year ended June 30, 2023 Year ended June 30, 2022 Number of Weighted Average Number of Weighted Average Warrants Exercise Price Warrants Exercise Price Common Stock Warrants Balance at beginning of year 5,049 $ 14.85 9,012 $ 14.85 Granted 138,667 1.35 2,781 14.85 Granted due to repricing 5,048,426 0.0169 Exercised (68,755 ) 1.35 (4,863 ) 0.27 Forfeited (8,180 ) 1.35 (1,881 ) 0.27 Balance at end of period 5,115,207 $ 0.025 5,049 $ 14.85 Warrants exercisable at end of period 5,115,207 $ 0.025 5,049 $ 14.85 The following table summarizes information about common stock warrants outstanding at June 30, 2023: Warrants Outstanding Warrants Exercisable Range of Exercise Price Number Outstanding At June 30, 2023 Weighted Average Remaining Contractual Life Weighted Average Exercise Price Number Exercisable At June 30, 2023 Weighted Average Exercise Price $ 0.0169 5,112,426 4.17 Years $ 0.0169 5,112,426 $ 0.0169 10.395 631 0.03 Years 10.395 631 10.395 12.285 1,339 1.26 Years 12.285 1,339 12.285 20.385 811 1.26 Years 20.385 811 20.385 5,115,207 4.17 Years $ 0.025 5,115,207 $ 0.025 In September 2022 we issued 138,667 warrants with a five year life, and a fixed exercise price of $1.35 per share, as a modification fee to three outstanding convertible notes payable. The Company evaluated these amendments under ASC 470-50, “ Debt - Modification and Extinguishment” Value of warrants issued $ 186,972 Write-off of unamortized debt discount 317,953 Loss on extinguishment of debt $ 504,925 During the year ended June 30, 2023 we recorded a loss on the conversion of convertible note totalling $12,062, which is recorded in the Consolidated Statement of Operations as loss on extinguishment of debt. A recap of the Loss on extinguishment of debt follows: Loss on extinguishment of debt related to debt modification $ 504,925 Loss on extinguishment of debt related to note conversions 12,062 $ 516,987 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 ranked prior to any class or series of the Company’s common stock as to the distribution of assets upon liquidation, dissolution or winding up of the Company or as to the payment of dividends. All preferred stock shall have no voting rights except if the subject of such vote would reduce the amount payable to the holders of preferred stock upon liquidation or dissolution of the company and cancel and modify the conversion rights of the holders of preferred stock as defined in the certificate of designations of the respective series of preferred stock. 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. In the event of any liquidation, dissolution or winding up of the affairs of the Corporation, whether voluntary or involuntary, the holder of Series A Preferred Stock shall be entitled to receive, on parity with other Preferred Share Holders, assets of the Corporation available for distribution to the holders of capital stock of the Corporation. The Series B Preferred Stock shall have priority and preference with respect to any distribution of any of the assets of the Corporation to Common Stock shareholders. Series B Convertible Preferred Stock 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. In the event of any liquidation, dissolution or winding up of the affairs of the Corporation, whether voluntary or involuntary, the holder of Series B Preferred Stock shall be entitled to receive, on parity with other Preferred Share Holders, assets of the Corporation available for distribution to the holders of capital stock of the Corporation. The Series B Preferred Stock shall have priority and preference with respect to any distribution of any of the assets of the Corporation to Common Stock shareholders. Series AA Convertible Preferred Stock In March 2018, 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. |
STOCKBASED COMPENSATION
STOCKBASED COMPENSATION | 12 Months Ended |
Jun. 30, 2023 | |
STOCKBASED COMPENSATION | |
STOCK-BASED COMPENSATION | NOTE 7 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 2,222 shares at an average price of 27.00 with a fair value of $0.00. For the years ended June 30, 2023 and 2022, the Company issued options to purchase no shares. Upon exercise, shares of new common stock are issued by the Company. For the years ended June 30, 2023 and 2022, the Company recognized an expense of approximately $0 and $143,529, 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, 2023, the Company had approximately $0 of unrecognized pre-tax non-cash compensation expense. 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 2,222 shares that have vested as of June 30, 2023. 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, 2023 2022 Expected volatility - % - % Expected term - - Risk-free interest rate - % - % Forfeiture Rate - % - % Expected dividend yield - % - % 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, 2023 and 2022 and changes during the periods ending on that date is as follows: Year Ended June 30, Year Ended June 30, 2023 2022 Weighted Weighted Average Aggregate Average Aggregate Exercise Intrinsic Exercise Intrinsic Price Value Price Value Stock options Balance at beginning of year 2,222 $ 27.00 11,852 $ 20.25 $ Granted - 0.00 - 0.00 - Exercised - $ 0.00 - $ 0.00 - Forfeited - $ 0.00 (9,630 ) $ (18.69 ) Balance at end of year 2,222 $ 27.00 $ - 2,222 $ 27.00 $ - Options exercisable at end of year 2,222 $ 27.00 $ - 2,222 $ 27.00 $ - The following table summarizes information about employee stock options outstanding at June 30, 2023: 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 2023 Life Price 2023 Price Life $ 27.00 2,222 2.84 $ 27.00 2,222 $ 27.00 2.84 Outstanding options 2,222 2.84 $ 27.00 2,222 $ 27.00 2.84 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, 2023 and 2022 is presented in the following table: For the Year ended June 30, 2023 June 30, 2022 Weighted Weighted Average Average Grant Date Grant Date Shares Fair Value Shares Fair Value Unvested at beginning of period 7,407 $ 7.35 97,778 $ 15.53 Granted 12,895,000 $ 0.09 41,481 $ 11.61 Forfeited (40,000 ) 0.31 (8,025 ) 10.80 Vested (5,564,932 ) $ 0.15 (123,827 ) $ 14.89 Unvested at end of period 7,297,475 $ 0.06 7,407 $ 7.35 Unrecognized compensation expense related to outstanding restricted stock awards to consultants as of June 30, 2023 was $410,752 and is expected to be recognized over a weighted average period of 1.0 years. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Jun. 30, 2023 | |
INCOME TAXES | |
INCOME TAXES | NOTE 8: 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 2023 and 2022 was $0. The difference between the effective income tax rate and the applicable statutory federal income tax rate is summarized as follows: 2023 2022 Statutory federal rate (21.0 )% (21.7 )% 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 17.4 % 16.7 % Effective tax rate 0.0 % 0.0 % At June 30, 2023 and 2022 the Company’s deferred tax assets were as follows: June 30, 2023 June 30, 2022 Tax benefit of net operating loss carry forward $ 8,119,000 $ 7,768,000 Intangible - - Total deferred tax assets 8,119,000 7,768,000 Less: valuation allowance (8,119,000 ) (7,768,000 ) Net deferred tax assets $ - $ - As of June 30, 2023, the Company had unused net operating loss carry forwards of approximately $39.2 million available to reduce future federal taxable income. Net operating loss carryforwards expire through fiscal years ending 2040. 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, 2023 and 2022 was $8,119,000 and $7,768,000, respectively. The change in the valuation allowance during the year ended June 30, 2023 was an increase of approximately $351,000. 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, 2023. Going forward the blended rate will be 25.4% for future years. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Jun. 30, 2023 | |
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. $99,578 in advances remain outstanding as of June 30, 2023. Mr. Lucky is owed $1,341 for out-of-pocket expenses as of June 30, 2023, which is included on the balance sheet in Accounts payable and accrued expenses. |
ACCRUED PAYROLL
ACCRUED PAYROLL | 12 Months Ended |
Jun. 30, 2023 | |
ACCRUED PAYROLL | |
ACCRUED PAYROLL | NOTE 10 - ACCRUED PAYROLL Accrued payroll consist of the following at: June 30, 2023 2022 Accrued Payroll - officers $ 900,846 $ 548,759 Accrued payroll - staff 471,033 65,825 $ 1,371,879 $ 614,584 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Jun. 30, 2023 | |
COMMITMENTS AND CONTINGENCIES | |
COMMITMENTS AND CONTINGENCIES | 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, 2023. 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 MITRE Corporation includes provisions for a royalty payment on revenues collected of 6%. As of June 30, 2023, we have not generated any revenue related to these license agreements. |
FAIR VALUE MEASUREMENT
FAIR VALUE MEASUREMENT | 12 Months Ended |
Jun. 30, 2023 | |
FAIR VALUE MEASUREMENT | |
FAIR VALUE MEASUREMENT | Note 12 – Fair Value Measurement Fair value measurements At June 30, 2023 and 2022, 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, 2023, the estimated fair values of the liabilities measured on a recurring basis are as follows: Fair Value Measurements at June 30, 2023: (Level 1) (Level 2) (Level 3) Derivative liability – Convertible notes $ $ $ 80,707 Derivative liability – Warrants - - - Total derivative liability $ - $ - $ 80,707 At June 30, 2022, the estimated fair values of the liabilities measured on a recurring basis are as follows: Fair Value Measurements at June 30, 2022: (Level 1) (Level 2) (Level 3) Derivative liability – Convertible notes $ $ $ 31,350 Derivative liability – Warrants - - 3,947 Total derivative liability $ - $ - $ 35,297 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Jun. 30, 2023 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | NOTE 13: SUBSEQUENT EVENTS In July 2023 our consultants vested 657,500 shares of our $0.0001 par value common stock, valued at $17,849, or at an average price per share of $0.027. In July 2023 our directors and officers vested 1,240,000 shares of our $0.0001 par value common stock, valued at $20,956, or at an average price per share of $0.0169. In July 2023 our employees vested 80,000 shares of our $0.0001 par value common stock, valued at $1,352, or at an average price per share of $0.0169. In August 2023 our consultants vested 282,500 shares of our $0.0001 par value common stock, valued at $14,099, or at an average price per share of $0.05. In August 2023 our directors and officers vested 1,240,000 shares of our $0.0001 par value common stock, valued at $20,956, or at an average price per share of $0.0169. In August 2023 our employees vested 80,000 shares of our $0.0001 par value common stock, valued at $1,352, or at an average price per share of $0.0169. In September 2023 our consultants vested 449,166 shares of our $0.0001 par value common stock, valued at $16,915, or at an average price per share of $0.038. In September 2023 our directors and officers vested 1,240,000 shares of our $0.0001 par value common stock, valued at $20,956, or at an average price per share of $0.0169. In September 2023 our employees vested 80,000 shares of our $0.0001 par value common stock, valued at $1,352, or at an average price per share of $0.0169. In July 2023 the Company issued 2,578,500 shares of its $0.0001 par value common stock upon the conversion of principal and interest of $39,970 of its outstanding convertible notes, valued at $0.0169 per share. In August 2023 the Company issued 3,900,000 shares of its $0.0001 par value common stock upon the conversion of principal and interest of $62,410 of its outstanding convertible notes, valued at $0.0169 per share. In August 2023, the Company entered into a Securities Purchase Agreement with an investor pursuant to which the investor purchased a promissory note with a face value of $39,900, made by the Company for a purchase price of $38,000. The Note bears an original issue discount of $1,900, bears interest of 10% per year and matures in August 2024. The Note is convertible into shares of the Company’s common stock at a conversion price of $1.50 per share, subject to adjustment as provided therein. The Company has the right to prepay the Note in full, including accrued but unpaid interest. If the Note is paid off in full within 60 days following the issue date a prepayment percentage of 120% will apply for amounts owed. If the Note is paid off from day sixty-one (61) following the issue date to day one hundred eighty (180) days following the Issue Date a prepayment percentage of 125% will apply for amounts owed. The Note contains events of defaults and certain negatives covenants that are typical in the types of transactions contemplated by the Purchase Agreement. In September 2023, the Company entered into a Securities Purchase Agreement with an investor pursuant to which the investor purchased a promissory note with a face value of $47,000, made by the Company for a purchase price of $45,000. The Note bears an original issue discount of $2,000, bears interest of 10% per year and matures in September 2024. The Note is convertible into shares of the Company’s common stock at a conversion price of $1.50 per share, subject to adjustment as provided therein. The Company has the right to prepay the Note in full, including accrued but unpaid interest. If the Note is paid off in full within 60 days following the issue date a prepayment percentage of 120% will apply for amounts owed. If the Note is paid off from day sixty-one (61) following the issue date to day one hundred eighty (180) days following the Issue Date a prepayment percentage of 125% will apply for amounts owed. The Note contains events of defaults and certain negatives covenants that are typical in the types of transactions contemplated by the Purchase Agreement. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Jun. 30, 2023 | |
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, 2023 and 2022. |
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. As of June 30, 2023 and 2022, the Company did not exceed these FDIC limits. |
Derivative Liabilities | The Company assessed the classification of its derivative financial instruments as of June 30, 2023 and 2022, 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, 2023 of $80,707. |
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. The following is the Level 3 activity for the Company’s derivatives: Derivative liability at June 30, 2021 $ 184,381 Derivative liability reduced as a result of debt settlement (147,965 ) Gain on change in fair value of derivative liability (1,119 ) Derivative liability at June 30, 2022 $ 35,297 Derivative liability expense 62,773 Gain on change in fair value of derivative liability (17,363 ) Derivative liability at June 30, 2023 $ 80,707 Additional Disclosures Regarding Fair Value Measurements The carrying value of cash, accounts payable and accrued expenses, accrued compensation, notes payable, convertible promissory notes payable, approximate their fair value due to the short maturity of these items or the use of market interest rates. At June 30, 2023 and 2022, 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. |
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 | 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 in 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 financial statements. In May 2022, the FASB issued ASU 2022-04, 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, 2022, including interim periods within those fiscal years. The Company adopted ASU 2022-04 on January 1, 2023. There is no impact of the adoption of the standard on the financial statements. All other newly issued accounting pronouncements but not yet effective have been deemed immaterial or nonapplicable. |
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, 2023 and 2022 as their effect would be anti-dilutive. Potential common shares that would be as follows: For the Years ended June 30, 2023 2022 Weighted average common shares outstanding 6,306,120 2,505,011 Effect of dilutive securities-when applicable: Convertible promissory notes 38,998,249 482,472 Preferred stock converted to common stock 11,348 11,348 Common stock options 2,222 2,222 Warrants 5,115,207 5,049 Fully diluted earnings per share—adjusted weighted-average shares and assumed conversions 50,433,146 3,006,102 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Schedule of fair values of the liabilities | Derivative liability at June 30, 2021 $ 184,381 Derivative liability reduced as a result of debt settlement (147,965 ) Gain on change in fair value of derivative liability (1,119 ) Derivative liability at June 30, 2022 $ 35,297 Derivative liability expense 62,773 Gain on change in fair value of derivative liability (17,363 ) Derivative liability at June 30, 2023 $ 80,707 |
Schedule of Potential dilutive common shares | For the Years ended June 30, 2023 2022 Weighted average common shares outstanding 6,306,120 2,505,011 Effect of dilutive securities-when applicable: Convertible promissory notes 38,998,249 482,472 Preferred stock converted to common stock 11,348 11,348 Common stock options 2,222 2,222 Warrants 5,115,207 5,049 Fully diluted earnings per share—adjusted weighted-average shares and assumed conversions 50,433,146 3,006,102 |
DERIVATIVE LIABILITIES (Tables)
DERIVATIVE LIABILITIES (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
DERIVATIVE LIABILITIES | |
Changes in the derivative liabilities | Year Ended June 30, 2023 2022 Effective exercise price $ 0.0046 $ 0.972– $27.00 Effective market price $ 0.013 $ 1.755 Expected volatility 340% to 372 % 113% to 248 % Risk-free interest 3.54%-3.65 % 1.68%-2.92 % Expected terms 60 days 60 – 824 days Expected dividend rate 0 % 0 % |
CONVERTIBLE NOTES PAYABLE AND_2
CONVERTIBLE NOTES PAYABLE AND NOTES PAYABLE (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
CONVERTIBLE NOTES PAYABLE AND NOTES PAYABLE | |
Schdule of Convertible debentures | June 30, 2023 2022 Convertible notes payable $ 937,576 $ 1,487,431 Discount on convertible notes - (412,944 ) Total $ 937,576 $ 1,074,487 |
Schedule of convertible notes payable | Amount of Amount of Adjustment Conversion Shares Converted Converted Conversion To Price Name Issued Principal Interest Expense Fair Value Total Per Share Talos Victory Fund 7,335,000 262,526 10,800 19,250 (33,799 ) 258,777 0.035 1800 Diagonal 1,954,366 41,300 - - 26,634 67,934 0.035 FirstFire 2,460,000 68,430 21,600 547 21,516 112,093 0.085 Mast Hill 7,486,100 263,150 50,519 22,750 (21,830 ) 314,589 0.042 Total 19,235,473 $ 635,406 $ 82,919 $ 42,547 $ 7,479 $ 753,394 $ 0.039 |
ACCRUED INTEREST PAYABLE (Table
ACCRUED INTEREST PAYABLE (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
ACCRUED INTEREST PAYABLE | |
Changes in accrued interest payable | Accrued interest payable at June 30, 2022 $ 404,712 Interest expense on notes payable for the year ended June, 2023 233,558 Payments of accrued interest (7,310 ) Conversion of accrued interest into common stock (82,919 ) Accrued interest payable at June 30, 2023 $ 548,041 Interest expense for year ended June 30, 2023 was comprised of the following: Interest expense for the year ended June 30, 2023 $ 134,910 Amortization of debt discount 102,737 Total interest expense for the year ended June 30, 2023 $ 334,847 |
STOCKHOLDERS DEFICIT (Tables)
STOCKHOLDERS DEFICIT (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
STOCKHOLDERS DEFICIT | |
Common stock Warrant activity | Year ended June 30, 2023 Year ended June 30, 2022 Number of Weighted Average Number of Weighted Average Warrants Exercise Price Warrants Exercise Price Common Stock Warrants Balance at beginning of year 5,049 $ 14.85 9,012 $ 14.85 Granted 138,667 1.35 2,781 14.85 Granted due to repricing 5,048,426 0.0169 Exercised (68,755 ) 1.35 (4,863 ) 0.27 Forfeited (8,180 ) 1.35 (1,881 ) 0.27 Balance at end of period 5,115,207 $ 0.025 5,049 $ 14.85 Warrants exercisable at end of period 5,115,207 $ 0.025 5,049 $ 14.85 |
Common Stock Warrant Outstanding | Warrants Outstanding Warrants Exercisable Range of Exercise Price Number Outstanding At June 30, 2023 Weighted Average Remaining Contractual Life Weighted Average Exercise Price Number Exercisable At June 30, 2023 Weighted Average Exercise Price $ 0.0169 5,112,426 4.17 Years $ 0.0169 5,112,426 $ 0.0169 10.395 631 0.03 Years 10.395 631 10.395 12.285 1,339 1.26 Years 12.285 1,339 12.285 20.385 811 1.26 Years 20.385 811 20.385 5,115,207 4.17 Years $ 0.025 5,115,207 $ 0.025 |
Loss on extinguishment of debt | Value of warrants issued $ 186,972 Write-off of unamortized debt discount 317,953 Loss on extinguishment of debt $ 504,925 |
Loss on extinguishment of debt warrant | Loss on extinguishment of debt related to debt modification $ 504,925 Loss on extinguishment of debt related to note conversions 12,062 $ 516,987 |
STOCKBASED COMPENSATION (Tables
STOCKBASED COMPENSATION (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
STOCKBASED COMPENSATION | |
Valuation assumptions | Year ended June 30, 2023 2022 Expected volatility - % - % Expected term - - Risk-free interest rate - % - % Forfeiture Rate - % - % Expected dividend yield - % - % |
Schdule of stock options outstanding | Year Ended June 30, Year Ended June 30, 2023 2022 Weighted Weighted Average Aggregate Average Aggregate Exercise Intrinsic Exercise Intrinsic Price Value Price Value Stock options Balance at beginning of year 2,222 $ 27.00 11,852 $ 20.25 $ Granted - 0.00 - 0.00 - Exercised - $ 0.00 - $ 0.00 - Forfeited - $ 0.00 (9,630 ) $ (18.69 ) Balance at end of year 2,222 $ 27.00 $ - 2,222 $ 27.00 $ - Options exercisable at end of year 2,222 $ 27.00 $ - 2,222 $ 27.00 $ - |
Schdule of employee outstanding stock options | 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 2023 Life Price 2023 Price Life $ 27.00 2,222 2.84 $ 27.00 2,222 $ 27.00 2.84 Outstanding options 2,222 2.84 $ 27.00 2,222 $ 27.00 2.84 |
Schdule of restricted stock activity | For the Year ended June 30, 2023 June 30, 2022 Weighted Weighted Average Average Grant Date Grant Date Shares Fair Value Shares Fair Value Unvested at beginning of period 7,407 $ 7.35 97,778 $ 15.53 Granted 12,895,000 $ 0.09 41,481 $ 11.61 Forfeited (40,000 ) 0.31 (8,025 ) 10.80 Vested (5,564,932 ) $ 0.15 (123,827 ) $ 14.89 Unvested at end of period 7,297,475 $ 0.06 7,407 $ 7.35 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
INCOME TAXES | |
Summery of statutory federal income tax | 2023 2022 Statutory federal rate (21.0 )% (21.7 )% 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 17.4 % 16.7 % Effective tax rate 0.0 % 0.0 % |
Schdule of deferred tax assets | June 30, 2023 June 30, 2022 Tax benefit of net operating loss carry forward $ 8,119,000 $ 7,768,000 Intangible - - Total deferred tax assets 8,119,000 7,768,000 Less: valuation allowance (8,119,000 ) (7,768,000 ) Net deferred tax assets $ - $ - |
ACCRUED PAYROLL (Tables)
ACCRUED PAYROLL (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
ACCRUED PAYROLL | |
Schedule of Accrued Payroll | June 30, 2023 2022 Accrued Payroll - officers $ 900,846 $ 548,759 Accrued payroll - staff 471,033 65,825 $ 1,371,879 $ 614,584 |
FAIR VALUE MEASUREMENT (Tables)
FAIR VALUE MEASUREMENT (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
FAIR VALUE MEASUREMENT | |
Schdule of Fair value measurements | Fair Value Measurements at June 30, 2023: (Level 1) (Level 2) (Level 3) Derivative liability – Convertible notes $ $ $ 80,707 Derivative liability – Warrants - - - Total derivative liability $ - $ - $ 80,707 Fair Value Measurements at June 30, 2022: (Level 1) (Level 2) (Level 3) Derivative liability – Convertible notes $ $ $ 31,350 Derivative liability – Warrants - - 3,947 Total derivative liability $ - $ - $ 35,297 |
ORGANIZATION DESCRIPTION OF BUS
ORGANIZATION DESCRIPTION OF BUSINESS AND GOING CONCERN (Details Narrative) - USD ($) | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
ORGANIZATION, DESCRIPTION OF BUSINESS AND GOING CONCERN | ||
Common Stock shares authorized to be issued | 1,000,000,000 | |
Net loss | $ (3,310,848) | $ (5,193,515) |
Common Stock shares authorized | 10,000,000,000 | |
Net cash used in operating activities | $ (523,886) | $ (2,224,576) |
Working capital deficit | $ (4,253,314) |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Derivative liability Beginning Balance | $ 35,297 | $ 184,381 |
Derivative liability expense | 62,773 | |
Derivative liability reduced as a result of debt settlement | (147,965) | |
Gain on change in fair value of derivative liability | (17,363) | (1,119) |
Derivative liability Ending Balance | $ 80,707 | $ 35,297 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1) - shares | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Weighted average common shares outstanding | 6,306,120 | 2,505,011 |
Effect of dilutive securities-when applicable: convertible promissory notes | 38,998,249 | 482,472 |
Effect of dilutive securities-when applicable: Preferred Stock converted to common stock | 11,348 | 11,348 |
Effect of dilutive securities-when applicable: Common stock options | 2,222 | 2,222 |
Effect of dilutive securities-when applicable: warrants | 5,115,207 | 5,049 |
Fully diluted earnings per share-adjusted weighted-average shares and assumed conversions | 50,433,146 | 3,006,102 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | Jun. 30, 2023 | Jun. 30, 2022 |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Derivative liability | $ 80,707 | $ 35,297 |
FDIC insured amount | $ 250,000 |
DERIVATIVE LIABILITIES (Details
DERIVATIVE LIABILITIES (Details) - $ / shares | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Effective market price | $ 0.013 | $ 1.755 |
Expected dividend rate | 0% | 0% |
Effective exercise price | $ 0.0046 | |
Expected terms | 60 days | |
Maximum | ||
Effective exercise price | $ 27 | |
Expected volatility | 372% | 248% |
Risk-free interest | 3.65% | 2.92% |
Expected terms | 824 days | |
Minimum [Member] | ||
Effective exercise price | $ 0.972 | |
Expected volatility | 340% | 113% |
Risk-free interest | 3.54% | 1.68% |
Expected terms | 60 days |
DERIVATIVE LIABILITIES (Detai_2
DERIVATIVE LIABILITIES (Details Narrative) - USD ($) | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Mar. 31, 2023 | |
Convertible Debt | $ 63,700 | $ 115,000 | |
Exercise price of warrants | $ 0.02 | $ 0.0055 | |
Fair value of derivative liability related to convertible debt | $ 80,707 | 31,350 | |
Fair value of the warrants | 0 | 3,947 | |
Convertible Notes Payable [Member] | |||
Convertible Debt | $ 17,363 | $ 1,119 |
CONVERTIBLE NOTES PAYABLE AND_3
CONVERTIBLE NOTES PAYABLE AND NOTE PAYABLE (Details) - USD ($) | Jun. 30, 2023 | Jun. 30, 2022 |
CONVERTIBLE NOTES PAYABLE AND NOTES PAYABLE | ||
Convertible notes payable | $ 937,576 | $ 1,487,431 |
Discount on convertible notes | 0 | (412,944) |
Convertible notes, net | $ 937,576 | $ 1,074,487 |
CONVERTIBLE NOTES PAYABLE AND_4
CONVERTIBLE NOTES PAYABLE AND NOTE PAYABLE (Details 1) | 12 Months Ended |
Jun. 30, 2023 USD ($) $ / shares shares | |
Convertible share issued | shares | 19,235,473 |
Total Convertible notes payable, principle amount | $ 635,406 |
Convertible notes payable, Interest amount | 82,919 |
Total Convertible notes payable, Conversion expense | 42,547 |
Total Convertible notes payable, Adjustment To Fair Value | $ 7,479 |
Convertible notes payable, Conversion price | $ / shares | $ 0.039 |
Total Debt conversion amount | $ 753,394 |
Talos Victory Fund [Member] | |
Convertible share issued | shares | 7,335,000 |
Convertible notes payable, Conversion price | $ / shares | $ 0.035 |
Convertible notes payable, Interest amount | $ 10,800 |
Convertible notes payable, Conversion expense | 19,250 |
Convertible notes payable, Adjustment To Fair Value | (33,799) |
Total FirstFire | $ 258,777 |
FirstFire [Member] | |
Convertible share issued | shares | 2,460,000 |
Convertible notes payable, Conversion price | $ / shares | $ 0.085 |
Convertible notes payable, Interest amount | $ 21,600 |
Convertible notes payable, Conversion expense | 547 |
Convertible notes payable, Adjustment To Fair Value | 21,516 |
Total FirstFire | 112,093 |
Convertible notes payable, principle amount | $ 68,430 |
Mast Hill [Member] | |
Convertible share issued | shares | 7,486,100 |
Convertible notes payable, Conversion price | $ / shares | $ 0.042 |
Convertible notes payable, Interest amount | $ 50,519 |
Convertible notes payable, Conversion expense | 22,750 |
Convertible notes payable, Adjustment To Fair Value | (21,830) |
Convertible notes payable, principle amount | 263,150 |
Total Mast Hill | $ 314,589 |
1800 Diagonal [Member] | |
Convertible share issued | shares | 1,954,366 |
Convertible notes payable, Conversion price | $ / shares | $ 0.035 |
Convertible notes payable, Interest amount | $ 0 |
Convertible notes payable, Conversion expense | 0 |
Convertible notes payable, Adjustment To Fair Value | 26,634 |
Total FirstFire | 67,934 |
Convertible notes payable, principle amount | $ 41,300 |
CONVERTIBLE NOTES PAYABLE AND_5
CONVERTIBLE NOTES PAYABLE AND NOTE PAYABLE (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |||||||||
Jun. 02, 2023 | Mar. 31, 2023 | Feb. 28, 2023 | Feb. 27, 2023 | Oct. 31, 2022 | Sep. 30, 2022 | Apr. 30, 2022 | Feb. 28, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Sep. 30, 2021 | |
Issuance of convertible notes payable | $ 66,668 | $ 138,667 | $ 19,235,473 | ||||||||
Relative fair value | 14,000 | 753,394 | |||||||||
Promissory notes | 380,013 | $ 205,000 | |||||||||
Convertible notes payable | 937,576 | 1,487,431 | |||||||||
Loss on extinguishment of debt | $ 504,925 | ||||||||||
Conversion price | $ 0.039 | ||||||||||
Interest expense on promissory notes | $ 116,710 | 111,530 | |||||||||
Exercisable price | $ 1.35 | ||||||||||
Convertible notes payable | 937,576 | 1,074,487 | |||||||||
Notes Payable | |||||||||||
Promissory notes | $ 52,805 | $ 150,000 | |||||||||
Netted amount | 40,000 | ||||||||||
Promissory notes to accredited investor | $ 150,000 | ||||||||||
Original issue discount | $ 8,055 | ||||||||||
Interest rate | 17% | 12% | 10% | 10% | |||||||
Interest expense on promissory notes | $ 21,430 | 33,789 | |||||||||
Accrued interest | 224,010 | 226,343 | |||||||||
Promissory notes outstanding | 205,000 | ||||||||||
Unamortized discount | 8,537 | ||||||||||
Promissory Notes [Member] | |||||||||||
Convertible notes payable | $ 899,903 | ||||||||||
Minimum [Member] | Convertible Notes Payable [Member] | |||||||||||
Convertible debt instrument conversion price per share | $ 0.0046 | ||||||||||
Accrued interest | $ 226,831 | $ 261,300 | |||||||||
Debt instrument interest rate percentage | 0% | ||||||||||
Minimum [Member] | Notes Payable | |||||||||||
Debt instrument interest rate percentage | 0% | ||||||||||
Maximum | Convertible Notes Payable [Member] | |||||||||||
Convertible debt instrument conversion price per share | $ 22,500 | ||||||||||
Debt instrument interest rate percentage | 18% | ||||||||||
Maximum | Notes Payable | |||||||||||
Debt instrument interest rate percentage | 16% | ||||||||||
Securities Purchase Agreement Member [Member] | |||||||||||
Promissory notes face value | $ 44,250 | $ 105,000 | $ 270,000 | ||||||||
Percentage of repayment penalty | 25% | ||||||||||
Promissory notes principal amount | 810,000 | ||||||||||
Loss on extinguishment of debt | $ 19,540 | ||||||||||
Promissory notes purchase price | $ 40,000 | $ 100,000 | 745,200 | ||||||||
Original issue discount | $ 64,800 | ||||||||||
Conversion of principal amount | $ 41,300 | ||||||||||
Payment in cash | 63,700 | ||||||||||
Interest rate | 10% | 10% | 8% | ||||||||
Maturity date | March 2024 | October 2023 | February 2023 | ||||||||
Conversion price | $ 1.50 | $ 1.50 | $ 2.43 | ||||||||
Convertible note descriptions | The Company has the right to prepay each Note in full, including accrued but unpaid interest, without prepayment penalty provided an event of default, as defined therein, has not occurred. In the seven (7) trading days prior to any prepayment the Investors shall have the right to convert their Notes into Common Stock of the Company in accordance with the terms of such Note. The Notes contain events of defaults and certain negatives covenants that are typical in the types of transactions contemplated by the Purchase Agreements. | ||||||||||
Commitment shares shares issued upon common stock | 60,000 | ||||||||||
Shares issued as compensation, amount | $ 291,600 | $ 236,567 | |||||||||
Shares issued, price per share | $ 4.86 | $ 6.75 | |||||||||
Securities Purchase Agreement Member [Member] | Mast Hill Fund, L.P. [Member] | Investor [Member] | |||||||||||
Promissory notes face value | 360,000 | ||||||||||
Original issue discount | $ 28,800 | ||||||||||
Interest rate | 8% | ||||||||||
Maturity date | April 2023 | ||||||||||
Conversion price | $ 2.43 | ||||||||||
Commitment shares shares issued upon common stock | 26,667 | ||||||||||
purchase price | $ 331,200 | ||||||||||
Commitment shares shares issued upon common stock, amount | $ 54,915 | ||||||||||
Commitment shares, price per share | $ 2.06 | ||||||||||
Convertible debt instrument conversion price per share | $ 2.43 |
ACCRUED INTEREST PAYABLE (Detai
ACCRUED INTEREST PAYABLE (Details) | 12 Months Ended |
Jun. 30, 2023 USD ($) | |
ACCRUED INTEREST PAYABLE | |
Accrued interest payable, beginning | $ 404,712 |
Interest expense on notes payable for the year ended June, 2023 | 233,558 |
Payments of accrued interest | (7,310) |
Conversion of accrued interest into common stock | (82,919) |
Accrued interest payable, Ending | $ 548,041 |
ACCRUED INTEREST PAYABLE (Det_2
ACCRUED INTEREST PAYABLE (Details 1) | 12 Months Ended |
Jun. 30, 2023 USD ($) | |
ACCRUED INTEREST PAYABLE | |
Interest expense for the year ended June 30, 2023 | $ 134,910 |
Amortization of debt discount | 102,737 |
Total interest expense for the year ended June 30, 2023 | $ 334,847 |
STOCKHOLDERS DEFICIT (Details)
STOCKHOLDERS DEFICIT (Details) - $ / shares | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
STOCKHOLDERS DEFICIT | ||
Balance at beginning of year | 5,049 | 9,012 |
Granted | 138,667 | 2,781 |
Granted due to repricing | 5,048,426 | |
Exercised | (68,755) | (4,863) |
Forfeited | (8,180) | (1,881) |
Balance at end of year | 5,115,207 | 5,049 |
Warrants exercisable at end of period | 5,115,207 | 5,049 |
Weighted average exercise price, balance at beginning of year | $ 14.85 | $ 14.85 |
Weighted average exercise price, granted | 1.35 | 14.85 |
Weighted average exercise price, granted due to repricing | 0.0169 | |
Weighted average exercise price, exercised | 1.35 | 0.27 |
Weighted average exercise price, forfeited | 1.35 | 0.27 |
Weighted average exercise price, balance at beginning of year | 0.025 | 14.85 |
Weighted average exercise price warrants exercisable at end of period | $ 0.025 | $ 14.85 |
STOCKHOLDERS DEFICIT (Details 1
STOCKHOLDERS DEFICIT (Details 1) - $ / shares | 12 Months Ended | |
Jun. 30, 2023 | Sep. 30, 2022 | |
Total Warrants outstanding, weighted average exercise price | $ 1.35 | |
Warrant 1 | ||
Warrants outstanding, number | 5,112,426 | |
Total Warrants outstanding, weighted average remaining contractual life | 4 years 2 months 1 day | |
Total Warrants exercisable, number | 5,112,426 | |
Total Warrants exercisable, weighted average exercise price | $ 0.0169 | |
Total Warrants outstanding, weighted average exercise price | 0.0169 | |
Range of Exercise Price | $ 0.0169 | |
Warrant 2 | ||
Warrants outstanding, number | 631 | |
Total Warrants outstanding, weighted average remaining contractual life | 10 days | |
Total Warrants exercisable, number | 631 | |
Total Warrants exercisable, weighted average exercise price | $ 10.395 | |
Total Warrants outstanding, weighted average exercise price | 10.395 | |
Range of Exercise Price | $ 10.395 | |
Warrant 3 | ||
Warrants outstanding, number | 1,339 | |
Total Warrants outstanding, weighted average remaining contractual life | 1 year 3 months 3 days | |
Total Warrants exercisable, number | 1,339 | |
Total Warrants exercisable, weighted average exercise price | $ 12.285 | |
Total Warrants outstanding, weighted average exercise price | 12.285 | |
Range of Exercise Price | $ 12.285 | |
Warrant 4 | ||
Warrants outstanding, number | 811 | |
Total Warrants outstanding, weighted average remaining contractual life | 1 year 3 months 3 days | |
Total Warrants exercisable, number | 811 | |
Total Warrants exercisable, weighted average exercise price | $ 20.385 | |
Total Warrants outstanding, weighted average exercise price | 20.385 | |
Range of Exercise Price | $ 20.385 | |
Common stock warrants outstanding | ||
Warrants outstanding, number | 5,115,207 | |
Total Warrants outstanding, weighted average remaining contractual life | 4 years 2 months 1 day | |
Total Warrants exercisable, number | 5,115,207 | |
Total Warrants exercisable, weighted average exercise price | $ 0.025 | |
Total Warrants outstanding, weighted average exercise price | $ 0.025 |
STOCKHOLDERS DEFICIT (Details 2
STOCKHOLDERS DEFICIT (Details 2) | 12 Months Ended |
Jun. 30, 2023 USD ($) | |
STOCKHOLDERS DEFICIT | |
Value of warrants issued | $ 186,972 |
Write-off of unamortized debt discount | 317,953 |
Loss on extinguishment of debt | $ 504,925 |
STOCKHOLDERS DEFICIT (Details 3
STOCKHOLDERS DEFICIT (Details 3) | 12 Months Ended |
Jun. 30, 2023 USD ($) | |
Loss on extinguishment of debt | $ 504,925 |
Warrant [Member] | |
Loss on extinguishment of debt related to debt modification | 504,925 |
Loss on extinguishment of debt related to note conversions | 12,062 |
Loss on extinguishment of debt | $ 516,987 |
STOCKHOLDERS DEFICIT (Details N
STOCKHOLDERS DEFICIT (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||||
Oct. 31, 2022 | Feb. 28, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | |
Common stock share issued | 37,199,647 | |||||
Common stock share outstanding | 29,844,713 | |||||
Unvested shares issued for the restricted stock awards granted | 7,297,575 | |||||
Reverse stock split, Outstanding common shares | 3,916,144,800 | |||||
Common stock deemed dividends | $ (145,704) | $ 0 | ||||
Reverse stock split, Outstanding common shares total | 2,896,396 | |||||
Description of reverse stock split effect | This action also reduced the number of Authorized common shares of the Company from 10,000,000,000 to 1,000,000,000 | |||||
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 | ||||
Common stock issued to litigation of settlement, amount | $ 108,000 | |||||
Gain on settlement of litigation | $ 39,965 | |||||
Loss on extinguishment of debt | $ 504,925 | |||||
Common stock issued to litigation of settlement | 44,444 | |||||
Granted due to repricing | 5,048,426 | |||||
Number of warrant issued | 138,667 | |||||
Exercise price of issued warrant | $ 1.35 | |||||
Convertible preferred stock par value | $ 0.0001 | $ 0.0001 | ||||
Common stock value | $ 2,987 | $ 288 | ||||
Fair value of issued share | 186,972 | |||||
Loss on the conversion of convertible note | $ 12,062 | |||||
Shares issued upon exercise of stock warrants, shares | 68,755 | |||||
Common Stock Warrants [Member] | ||||||
Number of warrant issued | 138,667 | |||||
Exercise price of issued warrant | $ 1.35 | |||||
Warrant [Member] | ||||||
Loss on extinguishment of debt | $ 516,987 | |||||
Shares issued, price per share | $ 43.32 | |||||
Shares, par value | $ 0.0001 | |||||
Shares issued as compensation, amount | $ 211,411 | |||||
Common Stock Warrants issued | $ 4,881 | |||||
Sale of Restricted Common Stock | ||||||
Convertible preferred stock par value | $ 0.0001 | |||||
Number of share sold during period | 2,012,500 | |||||
Common stock value | $ 40,250 | |||||
Conversion price | $ 0.02 | |||||
Convertible Notes Payable [Member] | ||||||
Shares issued, price per share | $ 0.039 | |||||
Shares issued as compensation, amount | $ 48,334 | |||||
Gross proceeds | $ 766,659 | $ 1,500,000 | ||||
Shares issued as Convertible Notes Payable, shares | 19,235,473 | |||||
Conversion expense | $ 12,062 | |||||
Fair value of issued share | 753,394 | |||||
Shares issued as Convertible Notes Payable, amount | $ 718,325 | |||||
Series B Convertible Preferred Stock [Member] | ||||||
Convertible preferred stock par value | $ 0.001 | $ 0.001 | ||||
Preferred stock share designated | 30,000,000 | 30,000,000 | ||||
Shares issued, price per share | $ 375 | |||||
Convertible Preferred Stock Member | ||||||
Convertible preferred stock par value | 0.001 | |||||
Common Stocks [Member] | ||||||
Stock issued during period shares other | 146,701 | |||||
Conversion of convertible notes payable | $ 828,797 | |||||
Conversion price | $ 5.66 | |||||
Fair value of share issued | $ 2,422,722 | |||||
Convertible Series A Preferred Stock [Member] | ||||||
Convertible preferred stock par value | 750 | |||||
Conversion of preferred stock share | 0.035 | |||||
Employees [Member] | ||||||
Shares issued, price per share | $ 13.89 | |||||
Shares, par value | $ 0.0001 | |||||
Shares issued as compensation, amount | $ 763,041 | |||||
Shares issued as compensation to directors and officers, shares | 54,955 | |||||
Directors [Member] | ||||||
Shares issued, price per share | $ 11.26 | |||||
Shares, par value | $ 0.0001 | |||||
Shares issued as compensation, amount | $ 1,134,118 | |||||
Shares issued as compensation to directors and officers, shares | 100,758 | |||||
Consultants [Member] | ||||||
Shares issued, price per share | $ 4.78 | |||||
Shares, par value | $ 0.0001 | |||||
Shares issued as compensation, amount | $ 255,033 | |||||
Shares issued as compensation to directors and officers, shares | 53,334 | |||||
Warrant Exercises [Member] | ||||||
Shares, par value | $ 0.0001 | |||||
Commitment Shares [Member] | ||||||
Shares issued as compensation, amount | $ 14,000 | |||||
Shares issued as compensation to directors and officers, shares | 66,668 | |||||
Commitment shares related to a financing transaction | $ 150,000 | |||||
Investor [Member] | ||||||
Shares issued as Convertible Notes Payable, shares | 86,667 | |||||
Fair value of issued promissory note | $ 236,567 | |||||
Securities Purchase Agreement Member [Member] | ||||||
Loss on extinguishment of debt | $ 19,540 | |||||
Convertible preferred stock par value | $ 0.0001 | |||||
Shares issued, price per share | $ 4.86 | $ 6.75 | ||||
Shares, par value | $ 0.0001 | |||||
Shares issued as compensation, amount | $ 291,600 | $ 236,567 | ||||
Gross proceeds | $ 1,500,000 | |||||
Shares issued as compensation to directors and officers, shares | 222,222 | |||||
Shares issued of sale of common stock,share | 86,667 | |||||
Stock Based Compensation [Member] | Employees [Member] | ||||||
Shares issued, price per share | $ 0.26 | |||||
Shares, par value | $ 0.0001 | |||||
Shares issued as compensation, amount | $ 218,155 | |||||
Shares issued as compensation to directors and officers, shares | 855,002 | |||||
Stock Based Compensation [Member] | Directors [Member] | ||||||
Shares issued, price per share | $ 0.14 | |||||
Shares issued as compensation, amount | $ 564,125 | |||||
Shares issued as compensation to directors and officers, shares | 4,045,928 | |||||
Stock Based Compensation [Member] | Consultants [Member] | ||||||
Shares issued, price per share | $ 0.11 | |||||
Shares, par value | $ 0.0001 | |||||
Shares issued as compensation, amount | $ 74,196 | |||||
Shares issued as compensation to directors and officers, shares | 664,002 |
STOCKBASED COMPENSATION (Detail
STOCKBASED COMPENSATION (Details) | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2021 | |
STOCKBASED COMPENSATION | ||
Expected volatility | 0% | 0% |
Expected term | 0 years | 0 years |
Risk-free interest rate | 0% | 0% |
Forfeiture rate | 0% | 0% |
Expected dividend yield | 0% | 0% |
STOCKBASED COMPENSATION (Deta_2
STOCKBASED COMPENSATION (Details 1) - USD ($) | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
STOCKBASED COMPENSATION | ||
Options outstanding begaining | 2,222 | 11,852 |
Granted | 0 | 0 |
Forfeited | $ 0 | $ (9,630) |
Options outstanding ending | 2,222 | 2,222 |
Options exercisable at end of year | 2,222 | 2,222 |
Weighted average exercise price begaining | $ 27 | $ 20.25 |
Weighted average exercise price, granted | 0 | 0 |
Weighted average exercise price, exercised | 0 | 0 |
Weighted average exercie price, forfeited | 0 | (18.69) |
Weighted average exercie price ending | 27 | 27 |
Options exercisable period ending | $ 27 | $ 27 |
Aggregate intrinsic value | $ 0 | $ 0 |
Aggregate intrinsic value, exercisable | $ 0 | $ 0 |
STOCKBASED COMPENSATION (Deta_3
STOCKBASED COMPENSATION (Details 2) - $ / shares | 12 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | |
Options outstanding begaining | 2,222 | |||
Weighted average remaining life outstanding | 2 years 10 months 2 days | |||
Options outstanding, vested | 2,222 | |||
Options outstanding beginning | 2,222 | 2,222 | 11,852 | 0 |
Weighted Averaged Remaining Life Vested | 2 years 10 months 2 days | |||
Weighted Averaged exercise price, outstanding | $ 0.025 | $ 14.85 | ||
Weighted Averaged exercise price, vested | 27 | |||
Share-Based Payment Arrangement, Option [Member] | ||||
Weighted Averaged exercise price, outstanding | $ 27 | |||
27.00 [Member] | ||||
Weighted average remaining life outstanding | 2 years 10 months 2 days | |||
Options outstanding, vested | 2,222 | |||
Options outstanding beginning | 2,222 | |||
Weighted Averaged Remaining Life Vested | 2 years 10 months 2 days | |||
Weighted Averaged exercise price, outstanding | $ 27 | |||
Weighted Averaged exercise price, vested | $ 27 |
STOCKBASED COMPENSATION (Deta_4
STOCKBASED COMPENSATION (Details 3) - $ / shares | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
STOCKBASED COMPENSATION | ||
Restricted stock awards, unvested, beginning | 7,407 | 97,778 |
Restricted stock awards, granted | 12,895,000 | 41,481 |
Restricted stock awards, forfeited | (40,000) | (8,025) |
Restricted stock awards, vested | (5,564,932) | (123,827) |
Restricted stock awards, unvested, ending | 7,297,475 | 7,407 |
Weighted average grant date fair value, unvested, beginning | $ 7.35 | $ 15.53 |
Weighted average grant date fair value, granted | 0.09 | 11.61 |
Weighted average grant date fair value, forfeited | 0.31 | 10.80 |
Weighted average grant date fair value, vested | 0.15 | 14.89 |
Weighted average grant date fair value, unvested, ending | $ 0.06 | $ 7.35 |
STOCKBASED COMPENSATION (Deta_5
STOCKBASED COMPENSATION (Details Narrative) - USD ($) | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
STOCKBASED COMPENSATION | ||
Unrecognized compensation expense, restricted stock awards | $ 410,752 | |
Average price per share of stock option | $ 27 | |
Options to purchase vested shares | 2,222 | |
General and Administrative expense | $ 0 | $ 143,529 |
Shares issued | 2,222 | |
Fair value of shares | $ 0 | |
Unrecognized pre-tax non-cash compensation expense | $ 0 | |
Unrecognized compensation expense, restricted stock awards, period of recognition | 1 year |
INCOME TAXES (Details)
INCOME TAXES (Details) | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
INCOME TAXES | ||
Statutory federal rate | (21.00%) | (21.70%) |
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 | 17.40% | 16.70% |
Effective tax rate | 0% | 0% |
INCOME TAXES (Details 1)
INCOME TAXES (Details 1) - USD ($) | Jun. 30, 2023 | Jun. 30, 2022 |
INCOME TAXES | ||
Tax benefit of net operating loss carry forward | $ 8,119,000 | $ 7,768,000 |
Intangible | 0 | 0 |
Total deferred tax assets | 8,119,000 | 7,768,000 |
Less: valuation allowance | (8,119,000) | (7,768,000) |
Net deferred tax assets | $ 0 | $ 0 |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2021 | |
INCOME TAXES | |||
Income tax provision | $ 0 | $ 0 | |
Net operating loss carryforwards | $ 39,200,000 | ||
Net operating loss carryforwards expiration date | expire through fiscal years ending 2040 | ||
Defered tax assets valuation allowance | $ 8,119,000 | $ 7,768,000 | |
Increase (decrease) in deferred tax assets | $ 351,000 | ||
Blended rate | 25.40% | ||
Statutory federal rate | 35% | 21.70% | |
Percent of change in ownership | 50% |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Due to officer | $ 99,578 | $ 0 |
Mr. Lucky [Member] | ||
Related party transaction expenses | $ 1,341 |
ACCRUED PAYROLL (Details)
ACCRUED PAYROLL (Details) - USD ($) | Jun. 30, 2023 | Jun. 30, 2022 |
Accrued Payroll | $ 1,371,879 | $ 614,584 |
Officer [Member] | ||
Accrued Payroll | 900,846 | 548,759 |
Staff [Member] | ||
Accrued Payroll | $ 471,033 | $ 65,825 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) | 12 Months Ended |
Jun. 30, 2023 | |
License Agreements [Member] | |
Description of Provision for a royalty | includes provisions for a royalty payment on revenues collected of 6% |
FAIR VALUE MEASUREMENT (Details
FAIR VALUE MEASUREMENT (Details) - USD ($) | Jun. 30, 2023 | Jun. 30, 2022 |
Level 1 | ||
Derivative liability | $ 0 | $ 0 |
Level 1 | Warrant [Member] | ||
Derivative liability | 0 | 0 |
Level 2 | ||
Derivative liability | 0 | 0 |
Level 2 | Warrant [Member] | ||
Derivative liability | 0 | 0 |
Level 3 | ||
Derivative liability | 80,707 | 35,297 |
Level 3 | Warrant [Member] | ||
Derivative liability | 0 | 3,947 |
Level 3 | Convertible Notes | ||
Derivative liability | $ 80,707 | $ 31,350 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||||
Sep. 30, 2023 | Aug. 31, 2023 | Jul. 31, 2023 | Sep. 30, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | |
Common stock, par value per share | $ 0.0001 | $ 0.0001 | ||||
Subsequent Event [Member] | ||||||
Purchase price | $ 45,000 | $ 38,000 | $ 45,000 | |||
Discount | $ 2,000 | 1,900 | 2,000 | |||
face value | $ 39,900 | $ 47,000 | ||||
Conversion price | $ 1.50 | $ 1.50 | $ 1.50 | |||
Interest rate | 10% | 10% | ||||
Subsequent Event [Member] | Employee Event [Member] | ||||||
Common stock, vested, shares | 80,000 | 80,000 | 80,000 | |||
Common stock, par value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Common stock, vested, amount | $ 1,352 | $ 1,352 | $ 1,352 | |||
Common stock, shares vested, average price per share | $ 0.0169 | $ 0.0169 | $ 0.0169 | 0.0169 | ||
Subsequent Event [Member] | Number of Stock Issued [Member] | ||||||
Common stock, vested, shares | 2,578,500 | |||||
Common stock, par value per share | $ 0.0001 | |||||
Common stock, vested, amount | $ 39,970 | |||||
Common stock, shares vested, average price per share | $ 0.0169 | |||||
Subsequent Event [Member] | Number of Stock Issued [Member] | Level 2 | ||||||
Common stock, vested, shares | 3,900,000 | |||||
Common stock, par value per share | $ 0.0001 | |||||
Common stock, vested, amount | $ 62,410 | |||||
Common stock, shares vested, average price per share | $ 0.0169 | |||||
Directors and Officers [Member] | ||||||
Conversion price | $ 11.26 | |||||
Directors and Officers [Member] | Subsequent Event [Member] | ||||||
Common stock, vested, shares | 1,240,000 | 1,240,000 | 1,240,000 | |||
Common stock, par value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | 0.0001 | ||
Common stock, vested, amount | $ 20,956 | $ 20,956 | $ 20,956 | |||
Common stock, shares vested, average price per share | $ 0.0169 | $ 0.0169 | $ 0.0169 | 0.0169 | ||
Consultants Restricted Stock[Member] | Subsequent Event [Member] | ||||||
Common stock, vested, shares | 449,166 | 282,500 | 657,500 | |||
Common stock, par value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | 0.0001 | ||
Common stock, vested, amount | $ 16,915 | $ 14,099 | $ 17,849 | |||
Common stock, shares vested, average price per share | $ 0.038 | $ 0.05 | $ 0.027 | $ 0.038 |