VISM filing — read by section

Item 9A. Controls and Procedures

Item 9A. Controls and Procedures. 
 
 Evaluation of Disclosure Controls and Procedures 
 
 Our management, with the participation of our Chief Executive Officer, who at June 30, 2024 was also our principal executive and financial officer, has evaluated the effectiveness of our disclosure controls and procedures as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended, or the Exchange Act. Based upon that evaluation, our Chief Executive Officer concluded that, as of June 30, 2024, our disclosure controls and procedures were not effective in ensuring that material information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, including ensuring that such material information is accumulated and communicated to our Chief Executive Officer to allow timely decisions regarding required disclosure.
 
 19 
 
 Table of Contents 
 
 Management Report on Internal Control over Financial Reporting 
 
 Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Exchange Act. Our management assessed the effectiveness of our internal control over financial reporting as of June 30, 2024. In making this assessment, our management used criteria issued by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control Over Financial Reporting – Guidance for Smaller Public Companies.
 
 During our assessment of the design and the effectiveness of internal control over financial reporting as of June 30, 2024, management identified the following material weaknesses:
 
 ●
 While we have processes in place, there are no formal written policies and procedures related to certain financial reporting processes;
 
 ●
 There is no formal documentation in which management specified financial reporting objectives to enable the identification of risks, including fraud risks;
 
 ●
 Our Board of Directors consists of six members, however, we lack the resources and personnel to implement proper segregation of duties or other risk mitigation systems.
 
 A material weakness is “a significant deficiency, or a combination of significant deficiencies, that result in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected by us in a timely manner.” A significant deficiency is a deficiency or a combination of deficiencies, in internal control over financial reporting that is less severe than a material weakness, yet important enough to merit attention by those responsible for oversight of the registrant’s financial reporting.
 
 We intend to gradually improve our internal control over financial reporting to the extent that we can allocate resources to such improvements. We intend to prioritize the design of our internal control over financial reporting starting with our control environment and risk assessments and ending with control activities, information and communication activities, and monitoring activities. Although we believe the time to adapt in the next year will help position us to provide improved internal control functions into the future, in the interim, these changes caused control deficiencies, which in the aggregate resulted in a material weakness. Due to the existence of these material weaknesses, our management, including our Chief Executive Officer, concluded that our internal control over financial reporting was not effective as of June 30, 2024.
 
 This annual report does not include an attestation report of the Company’s independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s independent registered public accounting firm pursuant to the rules of the SEC that permit smaller reporting companies to provide only the management’s report in this annual report.
 
 Changes in Internal Control over Financial Reporting 
 
 There was no change in our internal control over financial reporting during the fiscal quarter ended June 30, 2024, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
 
 Item 9B. 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. Mr. Monk’s. Dr. 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.
 
 20 
 
 Table of Contents 
 
 PART III 
 
 Item 10. Directors, Executive Officers and Corporate Governance. 
 
 The following table sets forth the names, ages and principal position of our executive officers and directors as of June 30, 2024:
 
 Name
 
 Age
 
 Position
 
 Mark Lucky
 
 65
 
 Chairman of the Board, Chief Executive Office, Chief Financial Officer
 
 Thomas Grbelja (1)(2)
 
 65
 
 Director
 
 Paul Favata (1)(2)
 
 59
 
 Director
 
 (1) Member of the Compensation Committee
 (2) Member of the Audit Committee
 (3) Resigned on July 25, 2024
 
 Mr. 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. Mr. Lucky has been a certified public accountant and has more than 15 years of experience serving as a public company chief financial officer. His professional experience includes working with start-ups, development-stage and mature companies in a wide variety of industries. From May 2014 until February 2019 Mr. Lucky has worked as a consultant to various public and private companies, including Visium Technologies, Inc., Intelligent Living America, Inc. (OTCBB: ILIV), and Ronn Motor Group, Inc. Prior to that, Mr. Lucky served as the CFO for IceWeb Inc. (OTCBB: IWEB) from March 2007 to May 2014. From 2004 to 2005 he served as Vice President of Finance and Administration at Galt Associates, Inc., a Sterling, Virginia informatics/ technology and medical research services company and from 2001 to 2004 he was Vice President of Finance and Administration of MindShare Design, Inc., a San Francisco, California based internet technology company. During his career Mr. Lucky has also been employed by Axys Pharmaceuticals, Inc (NASDAQ: AXPH) a San Francisco, California-based early-stage drug discovery biotech company, PriceWaterhouseCoopers, LLC, COMPASS Management and Leasing, Inc., Mindscape, Inc., The Walt Disney Company and KPMG. Mr. Lucky formerly served as a member of the board of directors of Intelligent Living America, Inc., VOIS Inc. and HASCO Medical, Inc. Mr. Lucky received a B.A. degree in Economics from the University of California, Los Angeles.
 
 We believe that Mr. Lucky’s extensive senior management and operational experience brings valuable knowledge to our board of directors and that these experiences, qualifications, and attributes have led to our conclusion that Mr. Lucky should be serving as a member of our board of directors.
 
 21 
 
 Table of Contents 
 
 Mr. Thomas Grbelja previously served as a director of Realbiz Media Group, Inc. (OTCBB: RBIZ), and served as their Chief Financial Officer from June 19, 2015 to January 2, 2017. Mr. Grbelja has spent over 30 years as a Certified Public Accountant providing a wide variety of professional accounting, tax and financial consulting services to professional service, manufacturing, and construction industry participants. Since 1990 he has served as the President and a Founding Member of Burke Grbelja & Symeonides, LLC, Certified Public Accountants, an accounting firm based in Rochelle Park, New Jersey. In addition, between 1983 and 1990, Mr. Grbelja worked as an accountant at Coopers & Lybrand, where he was responsible for the overall audit engagement, including filings with the SEC, for certain large, publicly traded companies. He received his undergraduate degree in accounting at Fairleigh Dickinson University and is a Certified Public Accountant.
 
 Based on his business experience the Company believes that Mr. Grbelja is well-qualified to serve on the Company’s Board of Directors.
 
 Mr. Paul Favata is a 29-year Wall Street veteran who began his career on the American Stock Exchange (AMEX), working for two smaller member firms, before moving to the New York Stock Exchange (NYSE). After five years with one of the largest specialist firms on the floor, Mr. Favata left the exchange in 1992 to work on the sell-side. Mr. Favata spent the bulk of the 1990’s with a small boutique firm working in both the retail and institutional sales areas. Mr. Favata held the position of Senior Vice President of Finance at a small, privately held consulting firm that advised clients on acquisitions and long-term financing strategies. Since 2008, Mr. Favata has held various C-level executive positions including as Chief Financial Officer of a $60 million annual revenue telecom provider having management oversight and responsibility for all financial functions while overseeing all revenues, costs, capital expenditures, investments, and debt. Most recently, President of a publicly traded company specializing in the acquisition and integration of IT and Cloud Technology service providers and Internet and web technologies. Mr. Favata resides, with his family, in Saint Petersburg, Florida.
 
 We believe that Mr. Favata’s extensive senior management and operational experience brings valuable knowledge to our board of directors and that these experiences, qualifications, and attributes have led to our conclusion that Mr. Favata should be serving as a member of our board of directors.
 
 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. Mr. Monk’s. Dr. 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.
 
 22 
 
 Table of Contents 
 
 Committees of the Board of Directors 
 
 Our Board of Directors has established an Audit Committee, and a Compensation Committee, and meet as a whole to fulfill the functions of the Nominating Committee.
 
 Audit Committee . Mr. Favata and Mr. Grbelja are members of the Audit Committee. The Audit Committee of our Board of Directors was formed to assist the Board of Directors in fulfilling its oversight responsibilities for the integrity of our consolidated financial statements, compliance with legal and regulatory requirements, the independent registered public accounting firm’s qualifications and independence, and the performance of our internal audit function and independent auditors. The Audit Committee will also prepare the report that SEC rules require be included in our annual proxy statement. The Audit Committee has adopted a charter which sets forth the parameters of its authority The Audit Committee Charter provides that the Audit Committee is empowered to:
 
 ●
 Appoint, compensate, and oversee the work of the independent registered public accounting firm employed by our company to conduct the annual audit. This firm will report directly to the audit committee;
 
 ●
 Resolve any disagreements between management and the auditor regarding financial reporting;
 
 ●
 Pre-approve all auditing and permitted non-audit services performed by our external audit firm;
 
 ●
 Retain independent counsel, accountants, or others to advise the committee or assist in the conduct of an investigation;
 
 ●
 Seek any information it requires from employees - all of whom are directed to cooperate with the committee’s requests - or external parties;
 
 ●
 Meet with our officers, external auditors, or outside counsel, as necessary; and
 
 ●
 The committee may delegate authority to subcommittees, including the authority to pre-approve all auditing and permitted non-audit services, provided that such decisions are presented to the full committee at its next scheduled meeting.
 
 Each Audit Committee member is required to:
 
 ●
 satisfy the independence requirements of Section 10A(m)(3) of the Securities Exchange Act of 1934, and all rules and regulations promulgated by the SEC as well as the rules imposed by the stock exchange or other marketplace on which our securities may be listed from time to time, and
 
 ●
 meet the definitions of “non-employee director” for purposes of SEC Rule 16b-3 and “outside director” for purposes of Section 162(m) of the Internal Revenue Code.
 
 Each committee member is required to be financially literate and at least one member is to be designated as the “financial expert,” as defined by applicable legislation and regulation. No committee member is permitted to simultaneously serve on the audit committees of more than two other public companies. As we expand our Board of Directors with additional independent directors the number of directors serving on the Audit Committee will also increase.
 
 A copy of the Audit Committee Charter is available on our website at www.visiumtechnologies.com under “Investor Relations”.
 
 23 
 
 Table of Contents 
 
 Compensation Committee . Mr. Favata and Mr. Grbelja are members of the Compensation Committee. The Compensation Committee was appointed by the Board to discharge the Board’s responsibilities relating to:
 
 ●
 compensation of our executives,
 
 ●
 equity-based compensation plans, including, without limitation, stock option and restricted stock plans, in which officers or employees may participate and
 
 ●
 arrangements with executive officers relating to their employment relationships with our company, including employment agreements, severance agreements, supplemental pension, or savings arrangements, change in control agreements and restrictive covenants.
 
 The Compensation Committee has adopted a charter. The Compensation Committee charter provides that the Compensation Committee has overall responsibility for approving and evaluating executive officer compensation plans, policies, and programs of our company, as well as all equity-based compensation plans and policies. In addition, the Compensation Committee oversees, reviews, and approves all of our ERISA and other employee benefit plans which we may establish from time to time. The Compensation Committee is also responsible for producing an annual report on executive compensation for inclusion in our proxy statement and assisting in the preparation of certain information to be included in other periodic reports filed with the SEC.
 
 Each Compensation Committee member is required to:
 
 ●
 satisfy the independence requirements of Section 10A(m)(3) of the Securities Exchange Act of 1934, and all rules and regulations promulgated by the SEC as well as the rules imposed by the stock exchange or other marketplace on which our securities may be listed from time to time, and
 
 ●
 meet the definitions of “non-employee director” for purposes of SEC Rule 16b-3 and “outside director” for purposes of Section 162(m) of the Internal Revenue Code.
 
 Pursuant to our Compensation Committee Charter, the Compensation Committee is charged with evaluating and recommending for approval by the Board of Directors the compensation of our executive officers. In addition, the Compensation Committee also evaluates and makes recommendations to the entire Board of Directors regarding grants of options which may be made as director compensation. The Compensation Committee does not delegate these authorities to any other persons, nor does it use the services of any compensation consultants.
 
 Compliance with Section 16(a) of the Exchange Act 
 
 Section 16(a) of the Securities Exchange Act of 1934 requires our officers and directors, and persons who own more than ten percent of a registered class of our equity securities, to file reports of ownership and changes in ownership with the Securities and Exchange Commission. Such persons are required by SEC regulations to furnish us with copies of all Section 16(a) reports they file.
 
 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 
 
 We have adopted a Code of Ethics and Business Conduct to provide guiding principles to our principal executive officer, principal financial officer, and principal accounting officer or controller of our company in the performance of their duties. Our Code of Ethics and Business Conduct also strongly recommends that all directors and employees of our company comply with the code in the performance of their duties. Our Code of Ethics and Business Conduct provides that the basic principle that governs all of our officers, directors and employees is that our business should be carried on with loyalty to the interest of our stockholders, customers, suppliers, fellow employees, strategic partners and other business associates. We believe that the philosophy and operating style of our management are essential to the establishment of a proper corporate environment for the conduct of our business.
 
 Generally, our Code of Ethics and Business Conduct provides guidelines regarding:
 
 · 
 conflicts of interest, 
 
 · 
 financial reporting responsibilities, 
 
 · 
 insider trading, 
 
 · 
 inappropriate and irregular conduct, 
 
 · 
 political contributions, and 
 
 · 
 compliance with laws. 
 
 Item 11. Executive Compensation. 
 
 The following table sets forth, for the last two completed fiscal years, all compensation paid, distributed or accrued for services rendered to us by (i) all individuals serving as our principal executive officer or acting in a similar capacity during the last completed fiscal year, regardless of compensation level; (ii) our two most highly compensated executive officers other than the principal executive officer who were serving as executive officers at the end of the last completed fiscal year and whose total compensation exceeded $100,000; and (iii) up to two additional individuals for whom disclosure would have been provided pursuant to (ii) above but for the fact that the individual was not serving as our executive officer at the end of the last completed fiscal year:
 
 24 
 
 Table of Contents 
 
 Summary Compensation Table 
 
 Non- 
 
 Equity 
 
 Non-Qualified 
 
 Option 
 
 Incentive Plan 
 
 Deferred 
 
 All Other 
 
 Name and Principal Position 
 
 Year 
 
 Salary 
 ($)(1) 
 
 Bonus 
 ($) 
 
 Stock 
 Awards 
 
 Awards 
 ($) 
 
 Compensation 
 ($) 
 
 Compensation 
 Earnings 
 
 Compensation 
 ($) 
 
 Total 
 ($) 
 
 Mark Lucky (1)
 
 2024
 
 $ 450,000 
 
 $ - 
 
 $ 305,160 
 
 $ - 
 
 $ - 
 
 $ - 
 
 $ - 
 
 $ 755,160 
 
 Chief Executive Officer and Chief Financial Officer
 
 2023
 
 $ 435,252 
 
 $ - 
 
 $ 206,281 
 
 $ - 
 
 $ - 
 
 $ - 
 
 $ - 
 
 $ 641,533 
 
 (1)
 Amounts includes accrued compensation for Mr. Lucky, of which $ 210,600 was paid in fiscal 2024 and $81,649 was paid in fiscal 2023.
 
 Employment Agreements 
 
 Currently no employees are party to any employment agreement with the Company. We anticipate that as we complete certain acquisition transactions, the Company will enter into employment agreements with key executives.
 
 Pension, Retirement or Similar Benefit Plans 
 
 There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. Our directors and executive officers may receive stock options at the discretion of our Board in the future.
 
 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 
 
 Our Board of Directors is comprised of Mr. Paul Favata, Mr. Tom Grbelja, Dr. Emmanuel Esaka, Mr. Solomon Adote, Mr. Wayne Monk, and Mr. Mark Lucky, who is also an executive officer of our company.
 
 The following table sets forth the restricted stock grants issued to Messrs. Favata, Grbelja, Monk, Adote, and Dr. Esaka as compensation for their Board service:
 
 FY2024 
 
 FY2023 
 
 Common Shares 
 
 Common Shares 
 
 Name 
 
 Granted/Vested 
 
 Expense 
 
 Granted/Vested 
 
 Expense 
 
 Tom Grbelja
 
 29,400,000 
 
 $ 305,160 
 
 1,800,000 
 
 $ 206,281 
 
 Paul Favata
 
 2,160,000 
 
 36,304 
 
 305,000 
 
 71,702 
 
 Emmanuel Esaka
 
 - 
 
 - 
 
 45,000 
 
 13,950 
 
 Wayne Monk
 
 - 
 
 - 
 
 49,446 
 
 36,756 
 
 Solomon Adote
 
 - 
 
 - 
 
 46,482 
 
 29,756 
 
 31,560,000 
 
 $ 341,464 
 
 2,245,928 
 
 $ 358,445 
 
 FY2024 
 
 FY2023 
 
 Common Shares 
 
 Common Shares 
 
 Name 
 
 Granted/Vested 
 
 Expense 
 
 Granted/Vested 
 
 Expense 
 
 Tom Grbelja
 
 29,400,000 
 
 $ 305,160 
 
 1,800,000 
 
 $ 206,281 
 
 Paul Favata
 
 2,160,000 
 
 36,304 
 
 305,000 
 
 71,702 
 
 Emmanuel Esaka (1)
 
 - 
 
 - 
 
 45,000 
 
 13,950 
 
 Wayne Monk (2)
 
 - 
 
 - 
 
 49,446 
 
 36,756 
 
 Solomon Adote (3)
 
 - 
 
 - 
 
 46,482 
 
 29,756 
 
 31,560,000 
 
 $ 341,464 
 
 2,245,928 
 
 $ 358,445 
 
 (1)
 Dr. Esaka resigned from the Board of Directors effective July 25, 2024.
 
 (2)
 Mr. Monk resigned from the Board of Directors effective July 25, 2024.
 
 (3)
 Mr. Adote resigned from the Board of Directors effective July 25, 2024.
 
 25 
 
 Table of Contents 
 
 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholders Matters. 
 
 At September 30, 2024, we had 239,494,599 shares of our Common Stock outstanding. The following table sets forth information regarding the beneficial ownership of our Common Stock as of September 30, 2024:
 
 ●
 each person known by us to be the beneficial owner of more than 5% of our Common Stock;
 
 ●
 our director;
 
 ●
 each of our executive officers named in the compensation tables in Item 11; and
 
 ●
 all of our executive officers and director as a group.
 
 Amount and Nature of Beneficial Ownership 
 
 COMMON STOCK 
 
 Series AA Preferred Stock Ownership 
 
 AMOUNT OF 
 
 AMOUNT OF 
 
 % OF 
 VOTING 
 
 BENEFICIAL 
 
 % OF 
 
 BENEFICIAL 
 
 % OF 
 
 CONTROL 
 
 NAME 
 
 OWNERSHIP 
 
 CLASS 
 
 OWNERSHIP 
 
 CLASS 
 
 (1 ) 
 
 Mark Lucky
 
 37,814,505 
 
 15.80 % 
 
 1 
 
 100 % 
 
 58.74 % 
 Tom Grbelja
 
 36,658,062 
 
 15.31 % 
 
 7.50 % 
 Paul Favata
 
 4,988,214 
 
 2.08 % 
 
 1.02 % 
 Officers and directors as a group
 
 79,460,781 
 
 33.19 % 
 
 1 
 
 100 % 
 
 67.26 % 
 
 Total
 
 79,460,781 
 
 33.19 % 
 
 1 
 
 100 % 
 
 67.26 % 
 
 (1)
 Percent of Voting Control is based upon the number of outstanding shares of our common stock and our Series AA Preferred Stock as of September 30, 2024. On that date, we had 239,494,599 outstanding shares of common stock with one vote per share, and 1 share of Series AA Preferred Stock outstanding with voting rights equal to 51% of the outstanding common shares. 
 
 26 
 
 Table of Contents 
 
 The following table sets forth securities authorized for issuance under any equity compensation plans approved by our stockholders as well as any equity compensation plans not approved by our stockholder as of June 30, 2024.
 
 Plan category 
 
 Number of securities to be issued upon exercise of outstanding options, warrants and rights 
 (a) 
 
 Weighted-average exercise price of outstanding options, warrants and rights 
 (b) 
 
 Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column 
 (a)) (c) 
 
 Equity compensation plans approved by security holders
 
 2021 Employee Stock Compensation Plan
 
 2,222 
 
 $ 27.00 
 
 97,778 
 
 Equity compensation plans not approved by security holders
 
 - 
 
 - 
 
 - 
 
 Total 
 
 2,222 
 
 $ 27.00 
 
 97,778 
 
 Item 13. Certain Relationship and Related Party Transactions, and Director Independence. 
 
 Other than compensation arrangements, we describe below, transactions during our last fiscal year, to which we were a party, in which:
 
 ●
 The amounts involved exceeded or will exceed the lesser of $120,000 or 1% of the average of our total assets at year-end for the last two completed fiscal years; and
 
 ●
 Any of our directors, executive officers, or holders of more than 5% of our common stock, or any member of the immediate family of the foregoing persons, had or will have a direct or indirect material interest.
 
 Common Stock 
 
 Issuances of Common Stock During Fiscal 2024 
 
 During fiscal 2024 we issued shares of our common stock as follows:
 
 Convertible Notes Payable 
 
 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 $0.0001 par value common stock as compensation to its directors and officers. 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, 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.
 
 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 $0.009 per share, based on the share price at the time of the transactions.
 
 27 
 
 Table of Contents 
 
 Issuances of Common Stock During Fiscal 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 $0.04 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.
 
 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 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 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 share price at the time of the transactions.
 
 28 
 
 Table of Contents 
 
 Director Independence 
 
 Although our common stock is not listed on any national securities exchange, for purposes of independence we use the definition of independence applied by The Nasdaq Stock Market. The Board has determined that each of Paul Favata, Tom Grbelja, and Dr. Emmanuel Esaka are “independent” in accordance with such definition.
 
 Item 14. Principal Accountant Fees and Services 
 
 During the two most recent fiscal years and through the Engagement Date, neither the Company, nor any one on its behalf, consulted with Assurance Dimensions, Inc. in regard to the application of accounting principles to any specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, or any other matters or reportable events as defined in Item 304(a)(2)(i) and (ii) of Regulation S-K.
 
 The following table summarizes the fees of Assurance Dimensions, Inc., our independent registered public accounting firm billed for each of the last two fiscal years for audit services and other services:
 
 Fee Category 
 
 2024 
 
 2023 
 
 Audit Related Fees Paid to Assurance Dimensions, Inc. (1)
 
 $ 39,900 
 
 $ 37,400 
 
 Tax Fees (2)
 
 - 
 
 - 
 
 All Other Fees
 
 - 
 
 - 
 
 Total Fees
 
 $ 39,900 
 
 $ 37,400 
 
 (1) Consists of fees for professional services rendered in connection with the financial statements included in our Annual Report on Form 10-K and quarterly reports on Form 10-Q.
 
 (2) Consists of fees relating to any tax compliance and tax planning.
 
 29 
 
 Table of Contents 
 
 PART IV 
 
 Item 15. Exhibits and Financial Statement Schedules 
 
 a. Index to Financial Statements and Financial Statement Schedules
 
 Page
 
 Report of Independent Registered Public Accounting Firm 
 
 F-2
 
 Consolidated Balance Sheets as of June 30, 2024 and 2023 
 
 F-3
 
 Consolidated Statements of Operations for each of the two years in the period ended June 30, 2024 
 
 F-4
 
 Consolidated Statements of Changes in Stockholders’ Deficit for each of the two years in the period ended June 30, 2024 
 
 F-5
 
 Consolidated Statements of Cash Flows for each of the two years in the period ended June 30, 2024 
 
 F-6
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
 
 F-7
 
 All other schedules for which provision is made in the applicable accounting regulations of the SEC are not required under the related instructions, or are inapplicable, and therefore have been omitted.
 
 30 
 
 Table of Contents 
 
 b. Exhibits 
 
 Exhibit No. 
 
 Description of Exhibit 
 
 2.1 
 
 Merger Agreement Between Jaguar Investments, Inc., Freight Rate, Inc., and Jag2 Corporation (1) 
 
 2.2 
 
 Agreement and Plan of Merger Between Fittipaldi Logistics, Inc. and State Petroleum Distributors, Inc. (30) 
 
 2.3 
 
 Membership Interest Purchase Agreement by and Among Threat Surface Solutions Group, LLC, Acquired Data Solutions, Inc., Ramparts, LLC, and Kevin Anderson, an Individual, and Visium Technologies, Inc. (36) 
 
 2.4 
 
 Amendment to Membership Interest Purchase Agreement (37) 
 
 3.1 
 
 Articles of Incorporation (2) 
 
 3.2 
 
 Certificate of Amendment to Articles of Incorporation (3) 
 
 3.3 
 
 Certificate of Amendment to the Articles of Incorporation (4) 
 
 3.4 
 
 Certificate of Voting Powers, Designations, Preferences and Rights to Series B Convertible Preferred Stock (10) 
 
 3.5 
 
 Certificate of Voting Powers, Designations, Preferences and Rights to Series C Convertible Preferred Stock (10) 
 
 3.6 
 
 Certificate of Voting Powers, Designations, Preferences and Rights to Series Y Preferred Stock (5) 
 
 3.7 
 
 Certificate of Correction of Certificate of Voting Powers, Designations, Preferences and Right to Series Y Preferred Stock (5) 
 
 3.8 
 
 Certificate of Amendment to Articles of Incorporation Increasing Authorized Shares of Common Stock to 250,000,000 filed on August 13, 2004 (9) 
 
 3.9 
 
 Certificate of Voting Powers, Designations, Preferences and Rights to Preferred Stock of Series X Convertible Preferred Stock (5) 
 
 3.10 
 
 Bylaws (2) 
 
 3.11 
 
 Amended Bylaws dated March 31, 2003 (5) 
 
 3.12 
 
 Certificate to Set Forth Designations, Preferences and Rights to Series D Convertible Preferred Stock (23) 
 
 3.13 
 
 Certificate to Set Forth Designations, Preferences and Rights to Series E Convertible Preferred Stock (29) 
 
 3.14 
 
 Certificate to Set Forth Designations, Preferences and Rights to Series F Convertible Preferred Stock (29) 
 
 3.15 
 
 Certificate to Set Forth Designations, Preferences and Rights to Series G Convertible Preferred Stock (29) 
 
 3.16 
 
 Certificate to Set Forth Designations, Preferences and Rights to Series H Convertible Preferred Stock (29) 
 
 3.17 
 
 Certificate to Set Forth Designations, Preferences and Rights to Series I Convertible Preferred Stock (29) 
 
 3.18 
 
 Certificate to Set Forth Designations, Preferences and Rights to Series J Convertible Preferred Stock (35) 
 
 4.1 
 
 Form of Common Stock Purchase Warrant to Newbridge Securities Corporation for Business Advisory Agreement (10) 
 
 4.1
 
 Form of Unsecured Promissory Note to Talos Victory Fund, LLC and Mast Hill Fund, L.P. for $270,000 Principal Amount (40)
 
 4.1
 
 Form of Unsecured Promissory Note to Investor for $270,000 Principal Amount (41)
 
 4.2 
 
 Form of 14.25% secured convertible debenture (35) 
 
 4.3 
 
 $100,000 principal amount promissory note pursuant to settlement agreement with Stokes Logistics Consulting, LLC (35) 
 
 31 
 
 Table of Contents 
 
 4.4 
 
 $100,000 principal amount 8% secured convertible promissory note (35) 
 
 4.5 
 
 Letter of agreement dated February 8, 2008 evidencing $25,000 principal promissory note to Canberra Financial Services II, Inc. (35) 
 
 4.6 
 
 $14,000 principal 12.5% promissory note for services (35) 
 
 4.7 
 
 Form of unsecured promissory note (35) 
 
 4.8 
 
 Form of non-plan option agreement (10) 
 
 4.9 
 
 Form of common stock purchase warrant (10) 
 
 4.10 
 
 Form of Common Stock Purchase Warrant re: 14.25% secured convertible debentures (10) 
 
 4.11 
 
 Form of Common Stock Purchase Warrant issued to Newbridge Securities Corporation as Placement Agent for 14.25% secured convertible debentures (10) 
 
 4.12 
 
 Form of Series C 10% unsecured convertible debenture (20) 
 
 4.13 
 
 Form of Warrant for Series C 10% unsecured convertible debenture offering (35) 
 
 4.14 
 
 Form of Series D 8% unsecured convertible debenture (35) 
 
 4.15 
 
 Form of 10% convertible debenture (35) 
 
 4.16 
 
 Form of Warrant for Series D 8% unsecured convertible debenture (22) 
 
 4.17 
 
 Articles of Merger between Power2Ship, Inc. and Fittipaldi Logistics, Inc. (25) 
 
 4.18 
 
 Form of Term Sheet for Purchase of Outstanding Debentures (Version 2) (28) 
 
 4.19 
 
 Form of Term Sheet for Purchase of Outstanding Debentures (Version 1) (28) 
 
 4.20 
 
 Form of Non-Plan Stock Option Agreement for Employees (29) 
 
 4.21 
 
 Form of Non-Plan Stock Options Agreement for Executives (29) 
 
 4.22 
 
 Articles of Merger between Fittipaldi Logistics, Inc. and Visium Technologies, Inc. (31) 
 
 4.23 
 
 $10,000 principal amount 12% convertible promissory note (35) 
 
 4.24 
 
 $5,000 principal amount 12% convertible promissory note (35) 
 
 4.25 
 
 $25,000 principal amount 12% convertible promissory note (35) 
 
 4.26 
 
 $25,000 principal amount 12% convertible promissory note (35) 
 
 4.27 
 
 $20,000 principal amount 12% convertible promissory note (35) 
 
 4.28 
 
 $20,000 principal amount 12% convertible promissory note (35) 
 
 4.29 
 
 $5,000 principal amount 12% convertible promissory note (35) 
 
 4.30 
 
 $20,000 principal amount 12% convertible promissory note (35) 
 
 4.31 
 
 $25,000 principal amount 12% convertible promissory note (35) 
 
 4.32 
 
 $25,000 principal amount 18% convertible promissory note (35) 
 
 4.33 
 
 $12,000 principal amount 12% convertible promissory note (35) 
 
 4.34 
 
 $10,000 principal amount 12% convertible promissory note (35) 
 
 4.35 
 
 $20,000 principal amount 12% convertible promissory note (35) 
 
 4.36 
 
 $18,000 principal 12.5% promissory note for services (35) 
 
 4.37 
 
 $30,000 principal amount 12% convertible promissory note (35) 
 
 32 
 
 Table of Contents 
 
 4.38 
 
 $15,000 principal amount 12% convertible promissory note (35) 
 
 4.39 
 
 $10,000 principal amount 12% convertible promissory note (35) 
 
 4.40 
 
 $25,000 principal amount 18% convertible promissory note (35) 
 
 4.41 
 
 $25,000 principal amount 18% convertible promissory note (35) 
 
 4.42 
 
 $15,000 principal amount 12% convertible promissory note (35) 
 
 4.43 
 
 $25,000 principal amount 12% convertible promissory note (35) 
 
 4.44 
 
 $10,000 principal amount 12% convertible promissory note (35) 
 
 4.45 
 
 $25,000 principal amount 12% convertible promissory note (35) 
 
 4.46 
 
 $10,000 principal amount 12% convertible promissory note (35) 
 
 4.47 
 
 Form of Promissory Note issued to FirstFire Global Opportunities Fund, LLC (37) 
 
 4.48 
 
 Form of Warrant issued to FirstFire Global Opportunities Fund, LLC (37) 
 
 4.49 
 
 Form of Promissory Note issued to Auctus Fund, LLC (38) 
 
 4.50 
 
 Form of Warrant issued to Auctus Fund, LLC (38) 
 
 4.51
 
 Form of Unsecured Promissory Note (40)
 
 4.52
 
 Form of Unsecured Promissory Note (41)
 
 4.53
 
 Form of Unsecured Promissory Note (42)
 
 4.54
 
 Form of Warrant (42)
 
 10.1 
 
 Securities Purchase Agreement (6) 
 
 10.2 
 
 Investor Registration Rights Agreement (6) 
 
 10.3 
 
 2001 Employee Stock Compensation Plan (3) 
 
 10.4 
 
 Employment Agreement with Richard Hersh (8) 
 
 10.5 
 
 Form of Intellectual Property Assignment Agreement between Power2Ship, Inc. and each of Richard Hersh, Michael J. Darden and John Urbanowicz (10) 
 
 10.6 
 
 Security Agreements for 14.25% secured convertible debentures (10) 
 
 10.7 
 
 Registration Rights Agreement for 14.25% secured convertible debentures (10) 
 
 10.8 
 
 Asset Purchase Agreement with GFC, Inc. (14) 
 
 10.9 
 
 Mutual Agreement with Commodity Express Transportation, Inc. (15) 
 
 10.10 
 
 Asset Purchase Agreement with GFC, Inc. (16) 
 
 10.11 
 
 Form of Unsecured Promissory Note (13) 
 
 10.12 
 
 Separation and Severance Agreement with Richard Hersh (23) 
 
 10.13 
 
 Consulting Agreement with Richard Hersh (23) 
 
 10.14 
 
 Consulting Agreement with David S. Brooks and S. Kevin Yates (as amended) (23) 
 
 10.15 
 
 Software Transaction Agreement Between Visium Technologies, Inc., Rentar Environmental Solutions, Inc. and the organizers of a new company to be formed (33) 
 
 10.16 
 
 Capital Contribution Agreement Between Rentar Logic, Inc., Rentar Environmental Solutions, Inc. and Visium Technologies, Inc. (33) 
 
 10.17 
 
 Rentar Logic, Inc. Shareholders Agreement (33) 
 
 10.18 
 
 Voting Trust Agreement Between Rentar Logic, Inc., Rentar Environmental Solutions, Inc. and Visium Technologies, Inc. (33) 
 
 10.19 
 
 Visium/Rentar Agreement April 2010 (35) 
 
 10.20 
 
 Employment Agreement with Kevin Yates (35) 
 
 33 
 
 Table of Contents 
 
 10.21 
 
 Consulting Agreement with Will Williams (35) 
 
 10.22 
 
 Consulting Agreement with Mobile Software Team, LLC (35) 
 
 10.23 
 
 Consulting Agreement with C3i Sports, LLC (35) 
 
 10.24 
 
 Exclusive License Agreement between George Mason Research Foundation, Inc. and Visium Technologies, Inc.(36) 
 
 10.25 
 
 Securities Purchase Agreement by and between the Company and FirstFire Global Opportunities Fund, LLC (37) 
 
 10.26 
 
 Securities Purchase Agreement by and between the Company and Auctus Fund, LLC (38) 
 
 10.27
 
 Amendment to License Agreement between MITRE Corporation and Visium Analytics, LLC (39)
 
 10.28
 
 Form of Securities Purchase Agreement (40)
 
 10.29
 
 Form of Registration Rights Agreement (40)
 
 10.30
 
 Form of Securities Purchase Agreement (41)
 
 10.31
 
 Form of Registration Rights Agreement (41)
 
 10.32
 
 Form of Securities Purchase Agreement (42)
 
 10.33
 
 Form of Amendment #1 (42)
 
 14.1
 
 Code of Ethics (11) 
 
 21.1
 
 Subsidiaries of Registrant (20)*
 
 31.1 
 
 Section 302 Certificate of Chief Executive Officer.* 
 
 31.2 
 
 Section 302 Certificate of Principal Financial Officer.* 
 
 32.1 
 
 Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002* 
 
 32.2 
 
 Certification of the Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002* 
 
 101.
 
 The following materials from the Company’s Annual Report on Form 10-K for the year ended June 30, 2013, formatted in XBRL (eXtensible Business Reporting Language): (i) the Balance Sheets, (ii) the Statements of Operations, (iii) the Statements of Cash Flows, and (iv) related notes to these financial statements.**
 
 34 
 
 Table of Contents 
 
 *
 Filed herewith.
 
 **
 Furnished herewith.
 
 (1)
 Incorporated by reference to Current Report on Form 8-K filed on March 26, 2003.
 
 (2)
 Incorporated by reference to registration statement on Form 10-SB, as amended.
 
 (3)
 Incorporated by reference to definitive Schedule 14C Information Statement filed on February 2, 2001.
 
 (4)
 Incorporated by reference to definitive Schedule 14C Information Statement filed on April 22, 2003.
 
 (5)
 Incorporated by reference to Annual Report on Form 10-K for the fiscal year ended December 31, 2002.
 
 (6)
 Incorporated by reference to Current Report on Form 8-K filed on July 8, 2004.
 
 (7)
 Incorporated by reference to Current Report on Form 8-K filed on January 3, 2002.
 
 (8)
 Incorporated by reference to Quarterly Report on Form 10-QSB for the period ended March 31, 2003.
 
 (9)
 Incorporated by reference to Preliminary Information Statement on Schedule 14C filed on July 8, 2004.
 
 (10)
 Incorporated by reference to registration statement on Form SB-2, SEC File No. 333-118792, filed on September 3, 2004.
 
 (11)
 Incorporated by reference to Amendment No. 1 to registration statement the Form SB-2, SEC File No. 333-118792, filed on October 20, 2004.
 
 (12)
 Incorporated by reference to Amendment No. 3 to the registration statement on Form SB-2, SEC File No. 333-118792, filed on December 15, 2004.
 
 (13)
 Incorporated by reference to Quarterly Report on Form 10-QSB for the period ended December 31, 2004 filed on February 14, 2005.
 
 (14)
 Incorporated by reference to Current Report on Form 8-K/A filed on February 25, 2005.
 
 (15)
 Incorporated by reference to Current Report on Form 8-K filed on March 25, 2005.
 
 (16)
 Incorporated by reference to Current Report on Form 8-K filed on March 28, 2005.
 
 (17)
 Incorporated by reference to Quarterly Report on Form 10-QSB for the period ended March 31, 2005.
 
 (18)
 Incorporated by reference to Current Report on Form 8-K filed on June 3, 2005.
 
 (19)
 Incorporated by reference to Current Report on Form 8-K filed on July 28, 2005.
 
 (20)
 Reserved
 
 35
 
 Table of Contents 
 
 (21)
 Incorporated by reference to Current Report on Form 8-K filed on February 17, 2006.
 
 (22)
 Incorporated by reference to Amendment No. 1 to registration statement the Form SB-2, SEC File No. 333-131832 filed on May 5, 2006.
 
 (23)
 Incorporated by reference to Annual Report on Form 10-K for the fiscal year ended June 30, 2006 filed on October 13, 2006.
 
 (24)
 Incorporated by reference to Current Report on Form 8-K filed on October 17, 2006.
 
 (25)
 Incorporated by reference to Current Report on Form 8-K filed on October 24, 2006.
 
 (26)
 Incorporated by reference to Current Report on Form 8-K filed on January 26, 2007.
 
 (27)
 Incorporated by reference to Current Report on Form 8-K filed on April 30, 2007.
 
 (28)
 Incorporated by reference to Current Report on Form 8-K filed on July 25, 2007.
 
 (29)
 Incorporated by reference to Annual Report on Form 10-KSB filed on October 15, 2007.
 
 (30)
 Incorporated by reference to Current Report on Form 8-K filed on November 15, 2007.
 
 (31)
 Incorporated by reference to Current Report on Form 8-K filed on December 31, 2007.
 
 (32)
 Incorporated by reference to Current Report on Form 8-K filed on March 25, 2008.
 
 (33)
 Incorporated by reference to Current Report on Form 8-K filed on June 13, 2008.
 
 (34)
 Incorporated by reference to Current Report on Form 8-K filed on October 16, 2008.
 
 (35)
 Incorporated by reference to Registration Statement on Form 10-12G/A filed on June 14, 2013.
 
 (36)
 Incorporated by reference to Current Report on Form 8-K filed on July 27, 2019.
 
 (37)
 Incorporated by reference to Current Report on Form 8-K filed on January 10, 2019.
 
 (38)
 Incorporated by reference to Current Report on Form 8-K filed on January 16, 2019.
 
 (39)
 Incorporated by reference to Current Report on Form 8-K filed on May 13, 2020
 
 (40)
 Incorporated by reference to Current Report on Form 8-K filed on February 11, 2024
 
 (41)
 Incorporated by reference to Current Report on Form 8-K filed on March 4, 2024
 
 (42)
 Incorporated by reference to Current Report on Form 8-K filed on September 22, 2024
 
 36 
 
 Table of Contents 
 
 SIGNATURES 
 
 Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 VISIUM TECHNOLOGIES, INC. 
 
 By:
 /s/ Mark Lucky 
 
 Mark Lucky
 
 Chief Executive Officer
 
 Date: 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.
 
 SIGNATURE
 
 TITLE
 
 DATE
 
 By:
 /s/ Mark Lucky 
 
 Chief Executive Officer and Chief Financial Officer
 
 September 30, 2024
 
 (principal accounting officer)
 
 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.
 
 Signature
 
 Capacity
 
 Date
 
 /s/ Mark Lucky
 
 Chairman, Chief Executive Officer and Chief Financial Officer
 
 September 30, 2024
 
 Mark Lucky
 
 (Principal Executive Officer) (Principal Accounting Officer)
 
 /s/ Thomas Grbelja
 
 Director
 
 September 30, 2024
 
 Thomas Grbelja
 
 /s/ Paul Favata
 
 Director
 
 September 30, 2024
 
 Paul Favata
 
 37 
 
 Table of Contents 
 
 TABLE OF CONTENTS 
 
 Report of Independent Registered Public Accounting Firm 5036 
 F-2
 
 Financial Statements:
 
 Consolidated Balance Sheets 
 F-3
 
 Consolidated Statements of Operations 
 F-4
 
 Consolidated Statements of Changes in Stockholders’ Deficit 
 F-5
 
 Consolidated Statements of Cash Flows 
 F-6
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
 F-7
 
 F-1 
 
 Table of Contents 
 
 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 To the Board of Directors and
 Stockholders of Visium Technologies, Inc.
 
 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 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. These factors raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
 
 Basis for Opinion 
 
 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. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
 
 We conducted our audits in accordance with the standards of the PCAOB. 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. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
 
 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.
 
 Critical Audit Matters 
 
 Critical audit matters are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there were no critical audit matters.
 
 We have served as the Company’s auditor since 2017.
 
 Assurance Dimensions 
 Coral Springs, Florida 
 September 30, 2024
 
 F-2 
 
 Table of Contents 
 
 VISIUM TECHNOLOGIES, INC. 
 CONSOLIDATED BALANCE SHEETS 
 
 June 30, 
 
 2024 
 
 2023 
 
 ASSETS 
 
 Current assets:
 
 Cash
 
 $ 8,456 
 
 $ 9,982 
 
 Total current assets
 
 8,456 
 
 9,982 
 
 Total assets
 
 $ 8,456 
 
 $ 9,982 
 
 LIABILITIES AND STOCKHOLDERS’ DEFICIT 
 
 Current liabilities:
 
 Accounts payable and accrued expenses
 
 $ 1,094,516 
 
 $ 845,502 
 
 Accrued compensation
 
 1,986,279 
 
 1,371,879 
 
 Accrued interest
 
 540,116 
 
 548,041 
 
 Due to officer
 
 182,633 
 
 99,578 
 
 Convertible notes payable, net of discount of $ 7,022 and $ 0 , respectively
 
 534,361 
 
 937,576 
 
 Derivative liabilities
 
 41,566 
 
 80,707 
 
 Notes payable, net of discount of $ 27,126 and $ 26,805 , respectively
 
 777,954 
 
 380,013 
 
 Total current liabilities
 
 5,157,425 
 
 4,263,296 
 
 Commitments and contingencies (Note 11)
 
 - 
 
 - 
 
 Stockholders’ deficit:
 
 Preferred stock
 
 Series A Convertible Stock ($ 0.001 par value; 20,000,000 shares authorized, 13,992,340 shares issued and outstanding as of June 30, 2024 and 2023, respectively)
 
 13,992 
 
 13,992 
 
 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)
 
 1,328 
 
 1,328 
 
 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; 1 share authorized, 1 share issued and outstanding as of June 30, 2024 and 2023)
 
 - 
 
 - 
 
 Common stock, $ 0.0001 par value, 1,000,000,000 shares authorized: 213,953,591 shares issued and outstanding at June 30, 2024, and 37,199,647 shares issued and 29,844,713 outstanding at June 30, 2023, respectively (See Note 6)
 
 21,397 
 
 2,987 
 
 Additional paid in capital
 
 57,561,804 
 
 55,597,779 
 
 Accumulated deficit
 
 ( 62,747,490 ) 
 
 ( 59,869,400 ) 
 Total stockholders’ deficit
 
 ( 5,148,969 ) 
 
 ( 4,253,314 ) 
 
 Total liabilities and stockholders’ deficit
 
 $ 8,456 
 
 $ 9,982 
 
 See accompanying notes to consolidated financial statements.
 
 F-3 
 
 Table of Contents 
 
 VISIUM TECHNOLOGIES, INC. 
 CONSOLIDATED STATEMENTS OF OPERATIONS 
 
 FOR THE YEAR ENDED 
 
 June 30, 2024 
 
 June 30, 2023 
 
 Revenues
 
 $ - 
 
 $ - 
 
 Operating expenses:
 
 Selling, general and administrative
 
 2,501,775 
 
 2,198,639 
 
 Development expense
 
 86,702 
 
 214,965 
 
 Total operating expenses
 
 2,588,477 
 
 2,413,604 
 
 Loss from operations
 
 ( 2,588,477 ) 
 
 ( 2,413,604 ) 
 
 Other income (expense)
 
 Gain on change in fair value of derivative liabilities
 
 39,141 
 
 17,363 
 
 Derivative liability expense
 
 - 
 
 ( 62,773 ) 
 Interest expense
 
 ( 307,613 ) 
 
 ( 334,847 ) 
 Loss on extinguishment of debt
 
 ( 21,141 ) 
 
 ( 516,987 ) 
 Total other income (expense)
 
 ( 289,613 ) 
 
 ( 897,244 ) 
 
 Net loss
 
 $ ( 2,878,090 ) 
 $ ( 3,310,848 ) 
 
 Common stock deemed dividends
 
 - 
 
 ( 145,704 ) 
 
 Net income attributable to common stockholders – basic and diluted
 
 $ ( 2,878,090 ) 
 $ ( 3,456,552 ) 
 
 Weighted average common shares
 
 Basic and diluted
 
 102,376,772 
 
 6,306,120 
 
 Net loss Per Common Share –Basic and Diluted:
 
 $ ( 0.03 ) 
 $ ( 0.55 ) 
 
 See accompanying notes to consolidated financial statements.
 
 F-4 
 
 Table of Contents 
 
 VISIUM TECHNOLOGIES, INC. 
 CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT 
 FOR THE YEARS ENDED JUNE 30, 2024 AND 2023 
 
 Preferred 
 Stock - 
 Series A 
 $0.001 
 Par Value 
 
 Preferred 
 Stock - 
 Series B 
 $0.001 
 Par Value 
 
 Preferred 
 Stock - 
 Series C 
 $0.001 
 Par Value 
 
 Preferred 
 Stock - 
 Series AA 
 $0.001 
 Par Value 
 
 Common 
 Stock 
 $0.0001 
 Par Value 
 
 Additional 
 Paid-in 
 
 Accumulated 
 
 Total 
 Stockholders’ 
 
 Shares 
 
 Amount 
 
 Shares 
 
 Amount 
 
 Shares 
 
 Amount 
 
 Shares 
 
 Amount 
 
 Shares 
 
 Amount 
 
 Capital 
 
 Deficit 
 
 Deficit 
 
 Balance at June 30, 2022 
 
 13,992,340 
 
 $ 13,992 
 
 1,327,670 
 
 $ 1,328 
 
 0 
 
 $ - 
 
 1 
 
 $ 0 
 
 2,896,385 
 
 $ 288 
 
 $ 53,749,386 
 
 $ ( 56,558,552 ) 
 $ ( 2,793,558 ) 
 
 Shares issued as compensation to directors and officers 
 
 4,045,928 
 
 404 
 
 563,721 
 
 564,125 
 
 Shares issued as compensation to employees 
 
 855,002 
 
 86 
 
 218,069 
 
 218,155 
 
 Shares issued for consulting services 
 
 664,002 
 
 70 
 
 74,126 
 
 74,196 
 
 Shares issued for conversion of notes payable 
 
 19,235,473 
 
 1,924 
 
 751,470 
 
 753,394 
 
 Shares issued pursuant to sale of common stock 
 
 2,012,500 
 
 201 
 
 40,049 
 
 40,250 
 
 Commitment shares issued pursuant to convertible notes payable 
 
 66,668 
 
 7 
 
 13,993 
 
 14,000 
 
 Shares issued upon exercise of stock warrants 
 
 68,755 
 
 7 
 
 ( 7 ) 
 
 - 
 
 Warrants issued on extinguishment of debt 
 
 186,972 
 
 186,972 
 
 Net loss for the year ended June 30, 2023 
 
 ( 3,310,848 ) 
 
 ( 3,310,848 ) 
 Balance at June 30, 2023 
 
 13,992,340 
 
 $ 13,992 
 
 1,327,670 
 
 $ 1,328 
 
 0 
 
 $ - 
 
 1 
 
 $ 0 
 
 29,844,713 
 
 $ 2,987 
 
 $ 55,597,779 
 
 $ ( 59,869,400 ) 
 $ ( 4,253,314 ) 
 
 Shares issued as compensation to directors and officers 
 
 60,960,000 
 
 6,096 
 
 640,528 
 
 646,624 
 
 Shares issued as compensation to employees 
 
 12,820,000 
 
 1,282 
 
 119,626 
 
 120,908 
 
 Shares issued for consulting services 
 
 24,742,499 
 
 2,474 
 
 460,644 
 
 463,118 
 
 Shares issued for conversion of notes payable 
 
 85,586,379 
 
 8,558 
 
 743,227 
 
 751,784 
 
 Net loss for the year ended June 30, 2024 
 
 ( 2,878,090 ) 
 
 ( 2,878,090 ) 
 Balance at June 30, 2024 
 
 13,992,340 
 
 $ 13,992 
 
 1,327,670 
 
 $ 1,328 
 
 0 
 
 $ - 
 
 1 
 
 $ 0 
 
 213,953,591 
 
 $ 21,397 
 
 $ 57,561,804 
 
 $ ( 62,747,490 ) 
 $ ( 5,148,969 ) 
 
 See accompanying notes to consolidated financial statements. 
 
 F-5 
 
 Table of Contents 
 
 VISIUM TECHNOLOGIES, INC . 
 CONSOLIDATED STATEMENTS OF CASH FLOWS 
 
 FOR THE YEAR ENDED 
 
 June 30, 2024 
 
 June 30, 2023 
 
 Cash flows from operating activities:
 
 Net loss
 
 $ ( 2,878,090 ) 
 $ ( 3,310,848 ) 
 Adjustments to reconcile net loss to net cash used in operating activities:
 
 Amortization of debt discounts
 
 43,137 
 
 102,737 
 
 Stock based payments for consultants, directors, and officers
 
 1,230,650 
 
 856,476 
 
 Loss on debt settlement
 
 21,141 
 
 516,987 
 
 Gain on change in fair value of derivative liabilities
 
 ( 39,141 ) 
 
 ( 17,363 ) 
 Derivative liability expense
 
 - 
 
 62,773 
 
 Changes in operating assets and liabilities:
 
 Accounts payable and accrued expenses
 
 527,509 
 
 233,059 
 
 Accrued compensation
 
 614,400 
 
 757,290 
 
 Accrued interest
 
 ( 7,925 ) 
 
 275,003 
 
 Net cash used in operating activities
 
 ( 488,319 ) 
 
 ( 523,886 ) 
 
 Cash flows from financing activities:
 
 Advance from officers
 
 83,055 
 
 99,578 
 
 Proceeds from convertible notes payable
 
 122,960 
 
 140,000 
 
 Proceeds from short term notes payable
 
 465,000 
 
 190,000 
 
 Proceeds from sale of common stock
 
 - 
 
 40,250 
 
 Repayment of short term notes payable
 
 ( 107,972 ) 
 
 ( 9,250 ) 
 Repayment of convertible notes payable
 
 ( 76,250 ) 
 
 ( 63,700 ) 
 Net cash provided by financing activities
 
 486,793 
 
 396,878 
 
 Net decrease in cash
 
 ( 1,526 ) 
 
 ( 127,008 ) 
 
 Cash at beginning of year
 
 9,982 
 
 136,990 
 
 Cash at end of year
 
 $ 8,456 
 
 $ 9,982 
 
 SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
 
 Cash paid for:
 
 Interest
 
 $ 13,402 
 
 $ 65,766 
 
 Income taxes
 
 $ 
 
 $
 - 
 
 Issuance of common stock for conversion of notes payable and accrued interest
 
 $ 723,784 
 
 $ 753,394 
 
 Warrants issued on extinguishment of debt
 
 $ - 
 
 $ 186,972 
 
 Commitment shares issued pursuant to convertible notes payable
 
 $ - 
 
 $ 14,000 
 
 See accompanying notes to consolidated financial statements.
 
 F-6 
 
 Table of Contents 
 
 VISIUM TECHNOLOGIES , INC. 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
 JUNE 30, 2024 AND 2023 
 
 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 . 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 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.
 
 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, 2024 there has been no activity in this subsidiary.
 
 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 
 
 The accompanying consolidated financial statements have been prepared on a going concern basis. For the year ended June 30, 2024 we had a net loss of $ 2,878,090 , had net cash used in operating activities of $ 488,319 and had negative working capital of $ 5,148,969 . 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.
 
 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, 2024 and 2023.
 
 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, 2024 and 2023, the Company did not exceed these FDIC limits.
 
 Derivative Liabilities 
 
 The Company assessed the classification of its derivative financial instruments as of June 30, 2024 and 2023, 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.
 
 F-7 
 
 Table of Contents 
 
 VISIUM TECHNOLOGIES, INC. 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
 JUNE 30, 2024 AND 2023 
 
 NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued 
 
 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, 2024 of $ 41,566 .
 
 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, 2022
 
 $ 35,297 
 
 Derivative liability reduced as a result of debt settlement
 
 62,773 
 
 Gain on change in fair value of derivative liability
 
 ( 17,363 ) 
 Derivative liability at June 30, 2023
 
 $ 80,707 
 
 Derivative liability expense
 
 - 
 
 Gain on change in fair value of derivative liability
 
 ( 39,141 ) 
 Derivative liability at June 30, 2024
 
 $ 41,566 
 
 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, 2024 and 2023, 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.
 
 F-8 
 
 Table of Contents 
 
 VISIUM TECHNOLOGIES, INC. 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
 JUNE 30, 2024 AND 2023 
 
 NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued 
 
 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, “ Definition of Settlement” , which provides guidance on how an entity should determine whether a tax position is effectively settled for the purpose of recognizing previously unrecognized tax benefits and provides that a tax position can be effectively settled upon the completion of an examination by a taxing authority without being legally extinguished. For tax positions considered effectively settled, an entity would recognize the full amount of tax benefit, even if the tax position is not considered more likely than not to be sustained based solely on the basis of its technical merits and the statute of limitations remains open. As of June 30, 2024, the Company had not filed tax returns for the tax years ending June 30, 2008 through 2023 and such returns, when filed, potentially will be subject to audit by the taxing authorities for a minimum of three years beyond the filing date under the three-year statute of limitations. The Company has not accrued any potential tax penalties associated with not filing these tax returns. Due to recurring losses, management believes such potential tax penalties, if any, would not be material in amount.
 
 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.
 
 F-9 
 
 Table of Contents 
 
 VISIUM TECHNOLOGIES, INC. 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
 JUNE 30, 2024 AND 2023 
 
 NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued 
 
 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.
 
 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, 2024 and 2023 as their effect would be anti-dilutive. Potential common shares that would be as follows:
 
 For the Years ended June 30, 
 
 2024 
 
 2023 
 
 Weighted average common shares outstanding
 
 102,376,772 
 
 6,306,120 
 
 Effect of dilutive securities-when applicable:
 
 Convertible promissory notes
 
 39,637,009 
 
 38,998,249 
 
 Preferred stock converted to common stock
 
 11,348 
 
 11,348 
 
 Common stock options
 
 2,222 
 
 2,222 
 
 Warrants
 
 5,114,576 
 
 5,115,207 
 
 Fully diluted earnings per share—adjusted weighted-average shares and assumed conversions
 
 147,141,927 
 
 50,433,146 
 
 F-10 
 
 Table of Contents 
 
 VISIUM TECHNOLOGIES, INC. 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
 JUNE 30, 2024 AND 2023 
 
 NOTE 3: DERIVATIVE LIABILITY 
 
 Derivative liability – warrants 
 
 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 
 
 The Company’s derivative warrant instruments have been measured at fair value at June 30, 2024 and 2023, 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, 2024 and June 30, 2023 using the Cox, Ross & Rubinstein Binomial Tree valuation model.
 
 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”. 
 
 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, 
 
 2024 
 
 2023 
 
 Effective exercise price
 
 $ 0.0021 
 
 $ 0.046 
 
 Effective market price
 
 $ 0.0042 
 
 $ 0.013 
 
 Expected volatility
 
 183 % 
 340 %to 372 
 %
 
 Risk-free interest
 
 5.47 % 
 3.54 %- 3.65 
 %
 
 Expected terms
 
 60 days
 
 60 days
 
 Expected dividend rate
 
 0 % 
 
 0 % 
 
 F-11 
 
 Table of Contents 
 
 VISIUM TECHNOLOGIES, INC. 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
 JUNE 30, 2024 AND 2023 
 
 NOTE 4: CONVERTIBLE NOTES PAYABLE AND NOTE PAYABLE 
 
 Convertible Notes Payable 
 
 At June 30, 2024 and June 30, 2023 convertible debentures consisted of the following:
 
 June 30, 
 
 2024 
 
 2023 
 
 Convertible notes payable
 
 $ 541,833 
 
 $ 937,576 
 
 Discount on convertible notes
 
 ( 7,022 ) 
 
 - 
 
 Total
 
 $ 534,361 
 
 $ 937,576 
 
 The Company had convertible promissory notes aggregating $ 534,361 and $ 937,576 at June 30, 2024 and June 30, 2023, respectively. The related accrued interest amounted to approximately $ 251,455 and $ 324,031 at June 30, 2024 and June 30, 2023, 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 $ 0.0042 to $ 30,375,000 per share, as a result of the two reverse stock splits. At June 30, 2024, approximately $ 481,383 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.
 
 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:
 
 Amount of 
 
 Amount of 
 
 Conversion 
 
 Shares 
 
 Converted 
 
 Converted 
 
 Conversion 
 
 Price 
 
 Name 
 
 Issued 
 
 Principal 
 
 Interest 
 
 Expense 
 
 Total 
 
 Per Share 
 
 Talos Victory Fund
 
 778,500 
 
 $ 7,474 
 
 $ 3,826 
 
 $ 1,750 
 
 $ 13,050 
 
 0.0168 
 
 1800 Diagonal
 
 12,616,941 
 
 54,900 
 
 1,995 
 
 0 
 
 56,895 
 
 0.0045 
 
 Morris Johnson
 
 500,000 
 
 10,000 
 
 403 
 
 0 
 
 10,403 
 
 0.0208 
 
 FirstFire
 
 19,000,000 
 
 156,000 
 
 0 
 
 0 
 
 156,000 
 
 0.0082 
 
 Mast Hill
 
 52,690,938 
 
 248,469 
 
 240,717 
 
 26,250 
 
 515,436 
 
 0.0098 
 
 Total
 
 85,586,379 
 
 $ 476,843 
 
 $ 246,941 
 
 $ 28,000 
 
 $ 751,784 
 
 $ 0.0088 
 
 F-12 
 
 Table of Contents 
 
 Transactions 
 
 Convertible Notes Payable 
 
 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. 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 $ 15,000 and a payment of $ 43,172 in cash, this Note had been fully repaid as of June 30, 2024. 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 $ 9,106 .
 
 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 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.
 
 Notes Payable 
 
 The Company had promissory notes aggregating $ 777,954 and $ 380,013 at June 30, 2024 and 2023, respectively. The related accrued interest amounted to approximately $ 288,661 and $ 224,010 at June 30, 2024 and June 30, 2023, respectively. The notes payable bear interest at rates ranging from 0 % to 20 % per annum and are payable monthly. Promissory notes totaling $ 355,000 that are outstanding as of June 30, 2024 have matured, are in default, and remain unpaid. There is no provision in the note agreements for adjustments to the interest rates on these notes in the event of default. 
 
 In July 2023 the Company issued two notes totaling $ 75,000 . The notes have a term of one year, and bear interest at 15 %. 
 
 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.
 
 F-13 
 
 Table of Contents 
 
 VISIUM TECHNOLOGIES, INC. 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
 JUNE 30, 2024 AND 2023 
 
 NOTE 5: ACCRUED INTEREST PAYABLE 
 
 Changes in accrued interest payable during the year ended June 30, 2024 and 2023, is as follows:
 
 2024 
 
 2023 
 
 Accrued interest payable beginning
 
 $ 548,041 
 
 $ 404,712 
 
 Interest expense on notes payable for the year ended June, 2023
 
 252,828 
 
 231,628 
 
 Payments of accrued interest
 
 ( 13,402 ) 
 
 ( 5,380 ) 
 Conversion of accrued interest into common stock
 
 ( 247,351 ) 
 
 ( 82,919 ) 
 Accrued interest payable ending
 
 $ 540,116 
 
 $ 548,041 
 
 Interest expense for year ended June 30, 2024 and 2023 was comprised of the following:
 
 2024 
 
 2023 
 
 Interest expense
 
 $ 264,476 
 
 $ 232,110 
 
 Amortization of debt discount
 
 43,137 
 
 102,737 
 
 Total interest expense
 
 $ 307,613 
 
 $ 334,847 
 
 NOTE 6: STOCKHOLDERS’ DEFICIT 
 
 Common Stock 
 
 At June 30, 2024, the Company had 1,000,000,000 authorized common shares. At June 30, 2024, the Company has 213,953,591 common shares issued and outstanding.
 
 F-14 
 
 Table of Contents 
 
 Issuances of Common Stock During 2024 
 
 During fiscal 2024 we issued shares of our common stock as follows:
 
 Convertible Notes Payable 
 
 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 .
 
 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. 
 
 Common Stock Warrants 
 
 In September 2022 we issued 138,667 warrants with a five year life, and a fixed exercise price of $ 1.35 per share, as part of a modification to three outstanding convertible notes payable. The Company evaluated these amendments under ASC 470-50, “ Debt - Modification and Extinguishment” , and concluded that the issuance of these warrants in exchange for deferring the interim interest payments that were due resulted in significant and consequential changes to the economic substance of the debt and thus resulted in accounting for these modifications as an extinguishment of the debt. The Company recorded a loss of extinguishment of debt of $ 504,925 . These warrants had price protection provisions that allow for the reduction in the current exercise price upon the occurrence of certain events, including the Company’s issuance of common stock or securities convertible into or exercisable for common stock, such as options and warrants, at a price per share less than the exercise price then in effect. For instance, if the Company issues shares of its common stock or options exercisable for or securities convertible into common stock at an effective price per share of common stock less than the exercise price then in effect, the exercise price will be reduced to the effective price of the new issuance. Simultaneously with any reduction to the exercise price, the number of shares of common stock that may be purchased upon exercise of each of these warrants shall be increased proportionately, so that after such adjustment the aggregate exercise price payable for the adjusted number of warrants shall be the same as the aggregate exercise price in effect immediately prior to such adjustment.
 
 F-15 
 
 Table of Contents 
 
 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, 2024 and 2023 and changes during the fiscal years ending on these dates is as follows:
 
 Year ended June 30, 2024 
 
 Year ended June 30, 2023 
 
 Number of 
 
 Weighted Average 
 
 Number of 
 
 Weighted Average 
 
 Warrants 
 
 Exercise Price 
 
 Warrants 
 
 Exercise Price 
 
 Common Stock Warrants
 
 Balance at beginning of year
 
 5,115,207 
 
 $ 0.025 
 
 5,049 
 
 $ 14.85 
 
 Granted
 
 - 
 
 - 
 
 138,667 
 
 1.35 
 
 Granted due to repricing
 
 - 
 
 - 
 
 5,048,426 
 
 0.0169 
 
 Exercised
 
 - 
 
 - 
 
 ( 68,755 ) 
 
 1.35 
 
 Forfeited
 
 ( 631 ) 
 
 10.395 
 
 ( 8,180 ) 
 
 1.35 
 
 Balance at end of period
 
 5,114,576 
 
 $ 0.023 
 
 5,115,207 
 
 $ 0.025 
 
 Warrants exercisable at end of period
 
 5,114,576 
 
 $ 0.023 
 
 5,115,207 
 
 $ 0.025 
 
 The following table summarizes information about common stock warrants outstanding at June 30, 2024:
 
 Warrants Outstanding 
 
 Warrants Exercisable 
 
 Range of 
 Exercise Price 
 
 Number 
 Outstanding 
 At June 30, 
 2024 
 
 Weighted 
 Average 
 Remaining 
 Contractual Life 
 
 Weighted 
 Average 
 Exercise 
 Price 
 
 Number 
 Exercisable 
 At June 30, 
 2024 
 
 Weighted 
 Average 
 Exercise 
 Price 
 
 0.0169 
 
 5,112,426 
 
 3.17 Years
 
 $ 0.0169 
 
 5,112,426 
 
 $ 0.0169 
 
 12.285 
 
 1,339 
 
 0.25 Years
 
 12.285 
 
 1,339 
 
 12.285 
 
 20.385 
 
 811 
 
 0.25 Years
 
 20.385 
 
 811 
 
 20.385 
 
 5,114,576 
 
 3.17 Years
 
 $ 0.0233 
 
 5,114,576 
 
 $ 0.0233 
 
 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
 
 $ 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 
 
 Preferred Stock 
 
 Series A, B, and AA issued and outstanding shares of the Company’s convertible preferred stock have a par value of $0.001. All classes 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.
 
 F-16 
 
 Table of Contents 
 
 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 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 
 
 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.
 
 F-17 
 
 Table of Contents 
 
 VISIUM TECHNOLOGIES, INC. 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
 JUNE 30, 2024 AND 2023 
 
 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, 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.
 
 For the years ended June 30, 2024 and 2023, the Company recognized an expense of approximately $ 0 and $ 0 , respectively, of non-cash compensation expense (included in General and Administrative expense in the accompanying Consolidated Statement of Operations) determined by application of a binomial option pricing model with the following inputs: exercise price, dividend yields, risk-free interest rate, and expected annual volatility. As of June 30, 2024, 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, 2024.
 
 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, 
 
 2024 
 
 2023 
 
 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, 2024 and 2023 and changes during the periods ending on that date is as follows:
 
 Year Ended June 30, 
 
 Year Ended June 30, 
 
 2024 
 
 2023 
 
 Weighted 
 
 Weighted 
 
 Average 
 
 Aggregate 
 
 Average 
 
 Aggregate 
 
 Exercise 
 
 Intrinsic 
 
 Exercise 
 
 Intrinsic 
 
 Shares 
 
 Price 
 
 Value 
 
 Shares 
 
 Price 
 
 Value 
 
 Stock options
 
 Balance at beginning of year
 
 2,222 
 
 $ 27.00 
 
 2,222 
 
 $ 27.00 
 
 $ 
 
 Granted
 
 - 
 
 0.00 
 
 - 
 
 0.00 
 
 - 
 
 Exercised
 
 - 
 
 $ 0.00 
 
 - 
 
 $ 0.00 
 
 - 
 
 Forfeited
 
 - 
 
 $ 0.00 
 
 - 
 
 $ 0.00 
 
 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 
 
 $ - 
 
 F-18 
 
 Table of Contents 
 
 The following table summarizes information about employee stock options outstanding at June 30, 2024:
 
 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 
 
 2024 
 
 Life 
 
 Price 
 
 2024 
 
 Price 
 
 Life 
 
 $ 27.00
 
 2,222 
 
 1.84 
 
 $ 27.00 
 
 2,222 
 
 $ 27.00 
 
 1.84 
 
 Outstanding options
 
 2,222 
 
 1.84 
 
 $ 27.00 
 
 2,222 
 
 $ 27.00 
 
 1.84 
 
 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. 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:
 
 For the Year ended 
 
 June 30, 2024 
 
 June 30, 2023 
 
 Weighted 
 
 Weighted 
 
 Average 
 
 Average 
 
 Grant Date 
 
 Grant Date 
 
 Shares 
 
 Fair Value 
 
 Shares 
 
 Fair Value 
 
 Unvested at beginning of period
 
 7,297,475 
 
 $ 0.056 
 
 7,407 
 
 $ 7.35 
 
 Granted
 
 91,475,000 
 
 $ 0.010 
 
 12,895,000 
 
 $ 0.09 
 
 Forfeited
 
 ( 250,000 ) 
 
 0.310 
 
 ( 40,000 ) 
 
 0.31 
 
 Vested
 
 ( 98,522,475 ) 
 $ 0.120 
 
 ( 5,564,932 ) 
 $ 0.15 
 
 Unvested at end of period
 
 - 
 
 $ 0.00 
 
 7,297,475 
 
 $ 0.056 
 
 Unrecognized compensation expense related to outstanding restricted stock awards to consultants as of June 30, 2024 was $ 0 .
 
 F-19 
 
 Table of Contents 
 
 VISIUM TECHNOLOGIES, INC. 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
 JUNE 30, 2024 AND 2023 
 
 NOTE 8: 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
 
 21,141 
 
 $ 21,141 
 
 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
 
 $ 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 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
 
 $ 504,925 
 
 Loss on extinguishment of debt related to note conversions
 
 12,062 
 
 $ 516,987 
 
 NOTE 9: INCOME TAXES 
 
 The Company has not filed its corporate tax returns since fiscal 2008.
 
 Due to recurring losses, the Company’s tax provision for the years ended June 30, 2024 and 2023 was $ 0 .
 
 The difference between the effective income tax rate and the applicable statutory federal income tax rate is summarized as follows:
 
 2024 
 
 2023 
 
 Statutory federal rate
 
 ( 21.0 )% 
 
 ( 21.0 )% 
 State income tax rate, net of federal benefit
 
 ( 3.6 )% 
 
 ( 3.6 )% 
 Permanent differences, including stock-based compensation
 
 8.6 % 
 
 8.6 % 
 Change in valuation allowance
 
 16.0 % 
 
 16.0 % 
 Effective tax rate
 
 0.0 % 
 
 0.0 % 
 
 At June 30, 2024 and 2023 the Company’s deferred tax assets were as follows:
 
 June 30, 2024 
 
 June 30, 2023 
 
 Tax benefit of net operating loss carry forward
 
 $ 8,416,000 
 
 $ 8,119,000 
 
 Intangible
 
 - 
 
 - 
 
 Total deferred tax assets
 
 8,416,000 
 
 8,119,000 
 
 Less: valuation allowance
 
 ( 8,416,000 ) 
 
 ( 8,119,000 ) 
 Net deferred tax assets
 
 $ - 
 
 $ - 
 
 As of June 30, 2024, the Company had unused net operating loss carry forwards of approximately $ 40.6 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).
 
 F-20 
 
 Table of Contents 
 
 VISIUM TECHNOLOGIES, INC. 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
 JUNE 30, 2024 AND 2023 
 
 NOTE 9: INCOME TAXES, continued 
 
 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, 2024 and 2023 was $ 8,416,000 and $ 8,119,000 , respectively. The change in the valuation allowance during the year ended June 30, 2024 was an increase of approximately $ 297,000 .
 
 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.
 
 NOTE 10: RELATED PARTY TRANSACTIONS 
 
 Equity transactions with related parties are described in Note 7.
 
 From time to time we have borrowed operating funds from Mr. Mark Lucky, our Chief Executive Officer and from certain Directors, for working capital. The advances were payable upon demand and were interest free. $ 182,633 in advances remain outstanding as of June 30, 2024. Mr. 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 11 - ACCRUED COMPENSATION 
 
 Accrued compensation consists of the following at:
 
 June 30, 
 
 2024 
 
 2023 
 
 Accrued compensation - officers
 
 $ 1,140,246 
 
 $ 900,846 
 
 Accrued compensation - staff
 
 846,033 
 
 471,033 
 
 $ 1,986,279 
 
 $ 1,371,879 
 
 NOTE 12: 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, 2024.
 
 F-21
 
 Table of Contents 
 
 VISIUM TECHNOLOGIES, INC. 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
 JUNE 30, 2024 AND 2023 
 
 NOTE 12: COMMITMENTS AND CONTINGENCIES, continued 
 
 Contingencies 
 
 The Company accounts for contingent liabilities in accordance with Accounting Standards Codification (“ASC”) Topic 450, Contingencies . This guidance requires management to assess potential contingent liabilities that may exist as of the date of the financial statements to determine the probability and amount of loss that may have occurred, which inherently involves an exercise of judgment. If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed. For loss contingencies considered remote, no accrual or disclosures are generally made. Management has assessed potential contingent liabilities as of June 30, 2024, and based on the assessment there are no probable loss contingencies requiring accrual or disclosures within its financial statements.
 
 License Contingent Consideration 
 
 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 
 
 Fair value measurements 
 
 At June 30, 2024 and 2023, 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, 2024, the estimated fair values of the liabilities measured on a recurring basis are as follows:
 
 Fair Value Measurements at 
 
 June 30, 2024: 
 
 (Level 1) 
 
 (Level 2) 
 
 (Level 3) 
 
 Derivative liability – Convertible notes
 
 $ - 
 
 $ - 
 
 $ 41,566 
 
 Derivative liability – Warrants
 
 - 
 
 - 
 
 - 
 
 Total derivative liability
 
 $ - 
 
 $ - 
 
 $ 41,566 
 
 NOTE 14: SUBSEQUENT EVENTS 
 
 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
 
 $ 361,559 
 
 Convertible notes payable
 
 363,500 
 
 $ 725,059 
 
 The Company will record this debt extinguishment in the quarter ending September 30, 2024.
 
 F-22
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.
VISIUM TECHNOLOGIES, INC. 10-K

Item 9A. Controls and Procedures
