What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2024-09-30 compared with 2023-10-06 · 195 added, 196 removed, 980 unchanged (29% of the section changed)

21 unchanged sentences

Other Information

Resignation of Directors

On July 25, 2024, the Company received written notice from Wayne Monk, Dr.

Emmanuel Esaka, and Solomon Adote of their resignations as a members of the Board of Directors (“Board”) of the Company, effective immediately.

Esaka’s, and Mr.

Adote’s respective decisions to resign from the Board were not the result of any disagreement with the Company, the Board, management, or any matter relating to the Company’s operations, policies or practices.

Directors, Executive Officers and Corporate Governance.

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Thomas Grbelja (1)(2)

Emmanuel Esaka, MD

Paul Favata (1)(2)

Solomon Adote

(1) Member of the Compensation Committee

(2) Member of the Audit Committee

(3) Resigned on July 25, 2024

Mark Lucky has served as the Company’s Chief Executive Officer, Treasurer, Secretary, and Chairman of the Company’s Board of Directors since February 2019.

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Favata should be serving as a member of our board of directors.

Emmanuel Esaka.

Esaka brings decades of experience as a successful surgeon.

He has earned an MBA from Auburn University, and graduated Cum Laude with Highest Honors from Università Degli Studi di Bologna, Italy School of Medicine and Surgery.

He is the Founder, Owner, and CEO of Advanced Care Obstetrics and Gynecology PA in Wilmington, Delaware, Co-Founder and Managing Director of 3N Pharma USA, Inc., Founder and CEO of Cameroon American Health System, Inc., and Co-Founder of Caritas Home Health Services, Inc.

Osaka also served as attending obstetrics and gynecology at Irwin Army Community Hospital, and serves as a Director of Meiger Health, Inc.

We believe that Dr.

Esaka’s extensive experience and business background adds valuable knowledge to our board of directors and that these experiences, qualifications, and attributes have led to our conclusion that Dr.

Esaka should be serving as a member of our board of directors.

Monk has over 35 years of enterprise solution sales, marketing and alliance management experience working with technology companies to drive growth and develop their partner ecosystem to reach new customers and markets.

Monk has a unique blend of sales and marketing leadership with the right level of technical expertise and proven business experience to help organizations accelerate their growth to new heights.

Monk has held leadership positions at ASG Technologies, Skytap, Informatica, HP Software, Mercury, and Computer Associates.

Monk holds a BS in Computer Science from Virginia Tech.

We believe that Mr.

Monk’s extensive experience and business background, particularly involving his background in technology sales and channel development, adds valuable knowledge to our board of directors.

Solomon Adote.

Adote currently serves as the Chief Security Officer for the State of Delaware.

Adote brings great experience designing comprehensive information security programs and deploying some of the industry's leading technologies.

He has also developed hybrid-managed and in-house Security Operations Centers (SOC) and led the architecture and implementation of secure computing environments for both public and private clouds.

Prior to his role with the State of Delaware, he led FMC, Inc.'s global IT cyber security team for six years.

He was responsible for the security of a complex, 90-site international manufacturing and corporate network.

His team covered all aspects of cyber security from network security, application security, incident response, identity, and access lifecycle management, to internet and remote access.

Adote also previously worked as an IT security technical lead at QVC Inc., the third-largest e-commerce company in North America, where he secured a dynamic Payment Card Industry (PCI) compliant credit card processing environment with a web presence in multiple countries.

Adote holds a Master of Science in Computer Information Technology degree from Regis University and various industry-leading certifications including Computer Information Security Management (CISM), Certified Information System Security Professional (CISSP), Cisco Certified Network Profession in Security (CCNP-S), Certified Ethical Hacker (C|EH), and SANs Firewall Security Analyst, among others.

We believe that Mr.

Adote’s extensive technology experience and business background, particularly involving network security, adds valuable knowledge to our board of directors.

There are no family relationships among our directors or executive officers.

Resignation of Directors

On July 25, 2024, the Wayne Monk, Dr.

Emmanuel Esaka, and Solomon Adote provided notice of their resignations as a members of the Board of the Company, effective immediately.

Esaka’s, and Mr.

Committees of the Board of Directors

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To our knowledge, based solely on our review of the copies of such reports furnished to us and written representations that no other reports were required to be filed during fiscal 2023, we believe that for fiscal 2024, all required reports were filed on a timely basis under Section 16(a), except for Dr Esaka, who had not yet filed his initial Form 3 or subsequent Form 4 and Form 5.

Family Relationships

There are no family relationships among any of our officers or directors.

Code of Ethics

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Name and Principal Position

Compensation ($)

Mark Lucky (1)

1 unchanged sentence

Amounts includes accrued compensation for Mr.

Lucky, of which $81,649 was paid.

Lucky, of which $ 210,600 was paid in fiscal 2024 and $81,649 was paid in fiscal 2023.

Employment Agreements

5 unchanged sentences

Outstanding Equity Awards at Fiscal Year-End

The following table provides information concerning equity incentive plan awards for each named executive officer outstanding as of June 30, 2023:

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

There are no outstanding equity incentive plan awards for each named executive officer outstanding as of June 30, 2024.

Director Compensation

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

Favata, Grbelja, and Dr.

Favata, Grbelja, Monk, Adote, and Dr.

Esaka as compensation for their Board service:

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Solomon Adote

Common Shares

Granted/Vested

Emmanuel Esaka (1)

Wayne Monk (2)

Solomon Adote (3)

Esaka resigned from the Board of Directors effective July 25, 2024.

Monk resigned from the Board of Directors effective July 25, 2024.

Adote resigned from the Board of Directors effective July 25, 2024.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholders Matters.

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Series AA Preferred Stock Ownership

Emmanuel Esaka

Solomon Adote

Officers and directors as a group

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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 $0.04 per share.

The fair value of the shares issued was $753,394.

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 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.

During the year ended June 30, 2024 the Company issued 85,586,379 shares of its common stock related to the conversion of $723,784 of principal and accrued interest of its convertible notes payable, at an average contract conversion price of $0.0088 per share, with a cost of $28,000, for a total of $751,784.

Stock Based Compensation

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The shares were valued at $646,624, or $0.01 per share, based on the 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.

During the year ended June 30, 2024, the Company issued and vested 24,742,499 shares of its $0.0001 par value common stock to consultants, as compensation under three separate consulting agreements.

The shares were valued at $463,118, or $0.019 per share, based on the share price at the time of the transactions.

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Commitment Shares

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

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

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

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Chief Executive Officer

October 5, 2023

September 30, 2024

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

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Chief Executive Officer and Chief Financial Officer

October 5, 2023

September 30, 2024

(principal accounting officer)

/s/ Mark Lucky

Chairman, Chief Executive Officer and Chief Financial Officer

September 30, 2024

(Principal Executive Officer) (Principal Accounting Officer)

/s/ Thomas Grbelja

September 30, 2024

Thomas Grbelja

/s/ Paul Favata

September 30, 2024

Report of Independent Registered Public Accounting Firm 5036

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Stockholders of Visium Technologies, Inc.

Opinion on the Financial Statements

We have audited the accompanying balance sheets of Visium Technologies, Inc (the Company) as of June 30, 2023 and 2022, and the related statements of operations, stockholders’ deficit and cash flows for each of the years in the two year period ended June 30, 2023, and the related notes (collectively referred to as the financial statements).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2023 and 2022, and the results of its operations and its cash flows for each of the years in the two year period ended June 30, 2023, in conformity with accounting principles generally accepted in the United States of America.

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Visium Technologies, Inc (the Company) as of June 30, 2024 and 2023, and the related consolidated statements of operations, changes stockholders’ deficit and cash flows for each of the years in the two year period ended June 30, 2024, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2024 and 2023, and the consolidated results of its operations and its cash flows for each of the years in the two year period ended June 30, 2024, in conformity with accounting principles generally accepted in the United States of America.

Explanatory Paragraph – Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.

As discussed in Note 1 to the financial statements, the Company has suffered recurring losses as of June 30, 2023.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.

As discussed in Note 1 to the consolidated financial statements, the Company has suffered recurring losses as of June 30, 2024.

For the year ended June 30, 2024, the Company had a net loss of $2,878,090, and net cash used in operating activities of $488,319, and had negative working capital of $5,148,969.

1 unchanged sentence

Management’s plans in regard to these matters are also described in Note 1.

The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our audits.

These consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

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

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

1 unchanged sentence

Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audits provide a reasonable basis for our opinion.

3 unchanged sentences

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

Margate, Florida

October 5, 2023

Assurance Dimensions

Coral Springs, Florida

September 30, 2024

VISIUM TECHNOLOGIES, INC.

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Series B Convertible Stock ($ 0.001 par value 30,000,000 shares authorized, 1,327,670 shares issued and outstanding as of June 30, 2024 and 2023, respectively)

Series C Convertible Stock ($ 0.001 par value 30,000 shares authorized, 0 shares issued and outstanding as of June 30, 2024 and 2023, respectively)

Series AA Convertible Stock ($ 0.001 par value;

27 unchanged sentences

Interest expense

Gain (loss) on debt settlement

Loss on extinguishment of debt

3 unchanged sentences

Common stock deemed dividends

Net income attributable to common stock holders – basic and diluted

Net income attributable to common stockholders – basic and diluted

$ ( 2,878,090 )

$ ( 3,456,552 )

Weighted average common shares

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Commitment shares issued pursuant to convertible notes payable

Benefical conversion feature with convertible debt

Shares issued upon exercise of stock warrants

Shares issued pursuant to settlement of litigation

Amortization of deferred compensation

Warrants issued on extinguishment of debt

Net loss for the year ended June 30, 2023

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Shares issued for conversion of notes payable

Shares issued pursuant to sale of common stock

Commitment shares issued pursuant to convertible notes payable

Shares issued upon exercise of stock warrants

Warrants issued on extinguishment of debt

Net loss for the year ended June 30, 2024

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Stock based payments for consultants, directors, and officers

(Gain) loss on debt settlement

Loss on debt settlement

Gain on change in fair value of derivative liabilities

Amortization of deferred compensation

Amortization of prepaid expense

Derivative liability expense

4 unchanged sentences

Net cash used in operating activities

( 2,224,576 )

Cash flows from financing activities:

6 unchanged sentences

Net cash provided by financing activities

Net increase (decrease) in cash

Net decrease in cash

Cash at beginning of year

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Commitment shares issued pursuant to convertible notes payable

Shares issued pursuant to settlement of litigation

Beneficial conversion feature with convertible debt

See accompanying notes to consolidated financial statements.

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The commercialization efforts included adding functionality to the core technology to make it a native cloud application, adding multi-user and multi-tenant capability, enhancing the graphical user interface, (“GUI”) to make the application more intuitive to use, and adding enhanced dashboard and reporting capabilities.

TruContext would typically be deployed by an enterprise and be used by the cyber analyst to intuitively understand the massive amount of data flowing through the network environment, giving him actionable information in real-time to ensure that the network is protected from threats.

TruContext TM would typically be deployed by an enterprise and be used by the cyber analyst to intuitively understand the massive amount of data flowing through the network environment, giving him actionable information in real-time to ensure that the network is protected from threats.

The analyst will understand the relationships of the assets in the data center, the communication patterns, and cybersecurity exposures, in real-time.

2 unchanged sentences

As of June 30, 2024 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:

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.

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);

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.

The Company is entering the digital transformation and data center design and construction market after it landed a contract in November 2023 valued at over $20 million from its partner, Cybastion Institute of Technology.

The contract is to oversee the design and construction of data centers in the Republic of Côte d’Ivoire and the Republic of Benin.

Visium is tasked with creating data centers that meet specific requirements and standards, ensuring optimal performance and reliability.

The scope of work includes data center architecture and design, power civil engineering, controls and distribution systems, rack layouts, network topology, vendor high availability, and a comprehensive security stack solution which will include Visium’s proprietary TruContext TM cybersecurity platform.

As of June 30, 2024 no activity has occurred pursuant to this contract.

Going Concern

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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.

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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.

The Company may issue warrants with 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.

There were no derivative liabilities on warrants as of June 30, 2024 and 2023.

Accounting for Derivative Warrant Liability

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The Company’s derivative liabilities related to its convertible notes payable have been measured at fair value at June 30, 2024 and June 30, 2023 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 revaluation of the warrants and convertible debt liabilities 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 $ 39,141 and $ 17,363 for the years ended June 30, 2024 and 2023, 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 liability at June 30 2024 and June 30, 2023 was $ 0 and $ 0 , respectively.

The fair value of the derivative liability related to the convertible debt at June 30, 2024 and June 30, 2023 is $ 41,566 and $ 80,707 , respectively, which is reported on the consolidated balance sheet under the caption “Derivative liability”.

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Effective exercise price

$ 0.972 – $ 27 .00

Effective market price

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Expected terms

60 – 824 days

Expected dividend rate

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

In February 2022, the Company entered into a Securities Purchase Agreements with three investors pursuant to which each investor purchased a promissory note, 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.

These notes had price protection provisions that allow for the reduction in the current conversion price upon the occurrence of certain events, including the Company’s issuance of common stock or securities convertible into or exercisable for common stock, such as options and warrants, at a price per share less than the conversion price then in effect.

For instance, if the Company issues shares of its common stock or options exercisable for or securities convertible into common stock at an effective price per share of common stock less than the exercise price then in effect, the conversion price will be reduced to the effective price of the new issuance.

For the year ended June 30, 2024, the following summarizes the conversion of debt for common shares:

1 unchanged sentence

1800 Diagonal

Morris Johnson

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.

In August 2023, the Company entered into a Securities Purchase Agreements with an investor pursuant to which the Company issued a promissory note with a face value of $ 39,900 in favor of the investor for a purchase price of $ 38,000 .

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

The Company reimbursed the Investor for expenses for legal fees and due diligence of $ 5,000 , resulting in net loan proceeds to us of $ 33,000 .

The Note matures 12 months after the date of issuance.

The Note is convertible into shares of the Company’s common stock at any time during the period the Note is outstanding, at a fixed conversion price of $1.50 within 180 days following the issue date and at a variable conversion price of 65% multiplied by certain lowest trading price of the Company’s common stock thereafter.

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 .

After the conversion of principal of $ 39,900 this Note had been fully repaid as of June 30, 2024.

In September 2023, the Company entered into a Securities Purchase Agreements with an investor pursuant to which the Company issued a promissory note with a face value of $ 47,000 in favor of the investor for a purchase price of $ 45,000 .

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

The Company reimbursed the Investor for expenses for legal fees and due diligence of $ 5,040 , resulting in net loan proceeds to us of $ 39,960 .

The Note matures 12 months after the date of issuance.

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 .

After the conversion of principal of $ 15,000 and a payment of $ 43,172 in cash, this Note had been fully repaid as of June 30, 2024.

1 unchanged sentence

In March 2024, 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 $ 60,000 made by the Company for a purchase price of $ 50,000 .

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 Note bears an original issue discount of $ 10,000 , and bears interest of 15 % per year.

The Note is convertible into shares of the Company’s common stock at a fixed conversion price of $ 0.10 per share.

During the year ended June 30, 2024, the total shares issued upon conversion of these convertible notes payable at the contractual rate was 85,586,379 with a total principal and interest of $ 751,784 .

The Company recognized interest expense on convertible notes payable of approximately $ 178,206 and $ 213,836 during the fiscal years 2024 and 2023, respectively.

5 unchanged sentences

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.

In July 2023 the Company issued two notes totaling $ 75,000 .

The notes have a term of one year, and bear interest at 15 %.

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

In September 2023 the Company issued two notes totaling $ 60,000 .

The notes have a term of one year, and bear interest at 15%.

In November 2023 the Company issued a note totaling $ 50,000 .

The note has a term of one year, and bears interest at 15 %.

In December 2023 the Company issued a note with a face value of $ 57,500 .

The note includes an original issue discount of 15 % ($ 7,500 ), and the Company reimbursed the Investor for expenses for legal fees and due diligence of $ 5,000 , resulting in net loan proceeds of $ 45,000 In addition, a one-time interest charge of 15 % ($ 8,625 ) was applied on the issuance date.

Accrued, unpaid Interest and outstanding principal, subject to adjustment, is required to be paid in nine (9) payments;

the initial six (6) payments in the amount of $ 9,000 .00;

the seventh (7 th ) payment in the amount of $ 6,000 .00;

and the final two (2) payments in the amount of $ 3,062 .50 (a total payback to the Holder of $ 66,125 ).

This note was repaid in cash in June 2024.

In January 2024 the Company issued a note totaling $ 50,000 .

The note has a term of one year, and bears interest at 15 %.

In March 2024 the Company issued a note with a face value of $ 60,000 .

The note includes an original issue discount of 20 % ($ 10,000 ), resulting in net loan proceeds of $ 50,000 , has a term of one year, and bears interest at 15 %.

In April 2024 the Company issued a note with a face value of $ 54,900 .

The note includes an original issue discount of $ 9,900 , and the Company reimbursed the Investor for expenses for legal fees and due diligence of $ 5,000 , resulting in net loan proceeds of $ 40,000 In addition, a one-time interest charge of 20 % ($ 10,980 ) was applied on the issuance date.

Accrued, unpaid interest and outstanding principal, shall be paid in four payments as follows:

October 15, 2024 -$ 39,528 :

November 15, 2024 - $ 8,784 ;

December 15, 2024 $ 8,784 ;

and January 15, 2025 $ 8,784 , resulting in a total payback to the Holder of $ 65,880 .

In May 2024 the Company issued a note totaling $ 50,000 .

The note has a term of one year, and bears interest at 15 %.

In June 2024 the Company issued a note with a face value of $ 60,180 .

The note includes an original issue discount of $ 9,180 , and the Company reimbursed the Investor for expenses for legal fees and due diligence of $ 5,000 , resulting in net loan proceeds of $ 45,000 In addition, a one-time interest charge of 15 % ($ 9,027 ) was applied on the issuance date.

Accrued, unpaid Interest and outstanding principal, subject to adjustment, shall be paid in nine (9) payments.

The first payment shall be due July 15, 2024;

and eight (8) subsequent payments shall be due on the 15th of each month thereafter.

The first eight (8) payments shall each in the amount of $ 8,525 .88 and the final payment shall be in the amount of $ 1,000 , for a total payback to the Holder of $ 69,207 .

The Company recognized interest expense on promissory notes payable of approximately $ 71,551 and $ 24,920 during the fiscal years 2024 and 2023, respectively.

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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

Changes in accrued interest payable during the year ended June 30, 2024 and 2023, is as follows:

Accrued interest payable beginning

Interest expense on notes payable for the year ended June, 2023

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Conversion of accrued interest into common stock

Accrued interest payable at June 30, 2023

Interest expense for year ended June 30, 2023 was comprised of the following:

Interest expense for the year ended June 30, 2023

Accrued interest payable ending

Interest expense for year ended June 30, 2024 and 2023 was comprised of the following:

Interest expense

Amortization of debt discount

Total interest expense for the year ended June 30, 2023

Total interest expense

STOCKHOLDERS’ DEFICIT

At June 30, 2024, 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 .

At June 30, 2024, the Company has 213,953,591 common shares issued and outstanding.

Issuances of Common Stock During 2024

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During the year ended June 30, 2024 the Company issued 85,586,379 shares of its common stock related to the conversion of $ 723,784 of principal and accrued interest of its convertible notes payable, at an average contract conversion price of $ 0.0088 per share, with a cost of $ 28,000 , for a total of $ 751,784 .

Stock Based Compensation

During the year ended June 30, 2024, the Company issued 60,960,000 shares of its common stock as compensation to its directors and officers.

The shares were valued at $ 646,624 , or $ 0.0106 per share, based on the quoted share price at the time of the transactions.

During the year ended June 30, 2024, the Company issued and vested 24,742,499 shares of its $ 0.0001 par value common stock to consultants, as compensation.

The shares were valued at $ 463,118 , or $ 0.0187 per share, based on the quoted share price at the time of the transactions.

During the year ended June 30, 2024, the Company issued and vested 12,820,000 shares of its $ 0.0001 par value common stock to its employees, as compensation.

The shares were valued at $ 120,908 , or $ 0.0094 per share, based on the quoted share price at the time of the transactions.

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

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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.

During the fiscal year ended June 30 2022, the Company issued 4,881 shares of its $ 0.0001 par value common stock pursuant to the cashless exercise of warrants.

The warrant shares were valued at $ 211,411 , or $ 43.32 per share.

In September 2021 the Company entered into two securities purchase 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

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Loss on extinguishment of debt related to note conversions

Preferred Stock

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

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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.

This 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 C Convertible Preferred Stock

Thirty thousand ( 30,000 ) shares of preferred stock were designated as a new Series C Preferred stock in October 2023.

This new Series C Preferred Stock has a $ 0.001 par value, and has a stated value of $ 100 per share.

The Series C shares are convertible into shares of the Company’s common stock at the price of $ 0.075 per share, subject to customary adjustment, including in the event of certain issuances at a price lower than $0.075 per share, as set forth in the Certificate of Designations for the Series C Preferred.

The shares of the Series C Preferred shall rank (i) senior to the Company’s Common Stock and any other class or series of capital stock of the Company hereafter created, the terms of which specifically provide that such class or series shall rank junior to the Series C Preferred (each of the securities in clause (i) collectively referred to as “Junior Stock”) and (ii) pari passu with the Company’s Series A Preferred Stock, Series B Preferred Stock, Series AA Preferred Stock and any class or series of capital stock of the Company hereafter created and specifically ranking, by its terms, on par with the Series C Preferred, in each case as to dividend distributions or distributions of assets upon liquidation, dissolution or winding up of the Company or a Deemed Liquidation Event, whether voluntary or involuntary.

Holders of the Series C Preferred will vote together with the holders of the Company’s Common Stock on an as-converted basis on each matter submitted to a vote of holders of Common Stock (whether at a meeting of shareholders or by written consent).

Series AA Convertible Preferred Stock

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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.

For the years ended June 30, 2024 and 2023, the Company did not issue any options to purchase shares.

Upon exercise, shares of new common stock are issued by the Company.

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The value of stock awards that vest over time was established by the market price on the date of its grant.

Please refer to Note 6 for a description of the restricted stock awards granted during the fiscal year and the expense of these awards.

A summary of the Company’s restricted stock activity for the year ended June 30, 2024 and 2023 is presented in the following table:

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( 98,522,475 )

( 5,564,932 )

Unvested at end of period

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.

Unrecognized compensation expense related to outstanding restricted stock awards to consultants as of June 30, 2024 was $ 0 .

VISIUM TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2024 AND 2023

LOSS ON EXTINGUISHMENT OF DEBT

During the year ended June 30, 2024 we recorded a loss on the conversion of convertible note totaling $ 21,141 , which is recorded in the Consolidated Statement of Operations as loss on extinguishment of debt.

A recap of the Loss on extinguishment of debt in fiscal 2024 follows:

Loss on extinguishment of debt related to note conversions

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” , and concluded that the issuance of these warrants in exchange for deferring the interim interest payments that were due resulted in significant and consequential changes to the economic substance of the debt and thus resulted in accounting for these modifications as an extinguishment of the debt.

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

Value of warrants issued

Write-off of unamortized debt discount

Loss on extinguishment of debt

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

A recap of the Loss on extinguishment of debt follows:

Loss on extinguishment of debt related to debt modification

Loss on extinguishment of debt related to note conversions

The Company has not filed its corporate tax returns since fiscal 2008.

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The change in the valuation allowance during the year ended June 30, 2024 was an increase of approximately $ 297,000 .

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.

The Company has no uncertain tax positions that require the Company to record a liability.

The Company had no accrued penalties and interest related to taxes as of June 30, 2024.

RELATED PARTY TRANSACTIONS

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Lucky is owed $ 1,341 for out-of-pocket expenses as of June 30, 2024, which is included on the balance sheet in Accounts payable and accrued expenses.

NOTE 10 - ACCRUED PAYROLL

Accrued payroll consist of the following at:

Accrued Payroll - officers

Accrued payroll - staff

NOTE 11 - ACCRUED COMPENSATION

Accrued compensation consists of the following at:

Accrued compensation - officers

Accrued compensation - staff

COMMITMENTS AND CONTINGENCIES

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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.

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

As of June 30, 2024 and 2023, we have not generated any revenue related to these license agreements.

NOTE 13 – FAIR VALUE MEASUREMENT

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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.

On July 25, 2024, Visium Technologies, Inc.

(“Company”) received the written resignations of Wayne Monk, Solomon Adote, and Dr.

Emmanuel Esaka from their positions as Directors of the Company.

Their resignations were attributed to personal and professional reasons, and there were no disagreements between these Directors and the Company or its management.

In August 2024 the Company issued 12,500,000 shares of its $ 0.0001 par value common stock as compensation to its directors and officers.

The shares were valued at $ 52,500 , or $ 0.0042 per share, based on the quoted share price at the time of the transactions.

In August 2024 the Company issued and vested 2,350,000 shares of its $ 0.0001 par value common stock to four consultants, as compensation under four separate consulting agreements.

The shares were valued at $ 10,670 , or $ 0.0045 per share, based on the quoted share price at the time of the transactions.

In August 2024 the Company issued 10,691,000 shares of its common stock related to the conversion of $ 43,152 of principal and accrued interest of its convertible notes payable, at an average contract conversion price of $ 0.0042 per share.

In September 2024 the Company obtained a legal opinion to extinguish aged debt totaling $ 787,272 as detailed in the following table.

Each of the individual debt instruments were determined to be beyond the statute of limitations and it was determined that the Company has a complete defense to liability related to this debt under the applicable statute of limitations.

Accrued interest payable

Convertible notes payable

The Company will record this debt extinguishment in the quarter ending September 30, 2024.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures