What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2025-10-07 compared with 2024-09-30 · 206 added, 241 removed, 934 unchanged (32% of the section changed)

10 unchanged sentences

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.

Our Board of Directors consists of three 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.

8 unchanged sentences

Other Information

Resignation of Directors

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

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

Esaka’s, and Mr.

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

Directors, Executive Officers and Corporate Governance.

5 unchanged sentences

(2) Member of the Audit Committee

(3) Resigned on July 25, 2024

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

39 unchanged sentences

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.

Esaka’s, and Mr.

Committees of the Board of Directors

41 unchanged sentences

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.

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 2025, we believe that for fiscal 2025, all required reports were filed on a timely basis under Section 16(a).

Family Relationships

17 unchanged sentences

Summary Compensation Table

Non-Qualified

Incentive Plan

Non-Qualified

Name and Principal Position

Compensation ($)

Compensation ($)(2)

Mark Lucky (1)

2 unchanged sentences

Lucky, of which $ 204,850 was paid in fiscal 2025 and $210,600 was paid in fiscal 2024.

Amount includes company paid health insurance premiums.

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.

Currently no employees of the Company are party to formal employment agreements.

Employees, including executive officers, have received offer letters specifying base salaries, but such letters do not contain additional terms or provisions relating to severance, change in control, or other compensation arrangements.

The Company anticipates entering into employment agreements with certain key executives as it completes strategic transactions.

Pension, Retirement or Similar Benefit Plans

6 unchanged sentences

Paul Favata, Mr.

Tom Grbelja, Dr.

Emmanuel Esaka, Mr.

Solomon Adote, Mr.

Wayne Monk, and Mr.

Tom Grbelja, 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:

Common Shares

Granted/Vested

Emmanuel Esaka

Solomon Adote

Favata and Grbelja:

Common Shares

2 unchanged sentences

Granted/Vested

Emmanuel Esaka (1)

Wayne Monk (2)

Solomon Adote (3)

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

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

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

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

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:

At October 6, 2025, we had 417,544,861 shares of our Common Stock outstanding.

The following table sets forth information regarding the beneficial ownership of our Common Stock as of October 6, 2025:

each person known by us to be the beneficial owner of more than 5% of our Common Stock;

5 unchanged sentences

Officers and directors as a group

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.

Percent of Voting Control is based upon the number of outstanding shares of our common stock and our Series AA Preferred Stock as of October 6, 2025.

On that date, we had 417,544,861 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.

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

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

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

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

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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.

Related Party Transactions

During the fiscal year ended June 30, 2025, certain of our officers and directors advanced funds to the Company to support working capital needs.

The total amount advanced during the fiscal year was $95,225.

As of June 30, 2025, the aggregate outstanding balance owed to officers and directors for such advances was $277,859.

These advances are unsecured, non-interest bearing, and have no fixed terms of repayment.

The Company expects to repay these advances from future financing or cash flow generated from operations.

Other than the transactions described above and the compensation arrangements described elsewhere in this Report, there were no other transactions with related parties required to be reported under Item 404 of Regulation S-K.

Director Independence

The Board of Directors currently consists of three members.

Tom Grbelja and Mr.

Paul Favata are independent directors and Mr.

Mark Lucky, the Company’s Chief Executive Officer, is not independent due to his executive role.

Accordingly, two of the three directors are independent.

Issuances of Common Stock During Fiscal 2025

1 unchanged sentence

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.

During the year ended June 30, 2025 the Company issued 63,291,270 shares of its common stock related to the conversion of $265,823 of

Principal, accrued interest, and fees of its convertible notes payable, at an average contract conversion price of $0.0042 per share.

Stock Based Compensation

During the year ended June 30, 2025, the Company issued 73,500,000 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 $308,700, or $0.0042 per share, based on the share price at the time of these transactions.

During the year ended June 30, 2025, the Company issued 14,300,000 shares of its $0.0001 par value common stock to consultants, as compensation under three separate consulting agreements.

The shares were valued at $60,860, or $0.0042 per share, based on the share price at the time of the transactions.

4 unchanged sentences

Convertible Notes Payable

During the year ended June 30, 2023 the Company issued 19,235,473 shares of its common stock related to the conversion of $718,325 of principal and accrued interest of its convertible notes payable, at an average contract conversion price of $0.04 per share.

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

Sale of Restricted Common Stock

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

Commitment Shares

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

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

During the year ended June 30, 2024 the Company issued 85,586,379 shares of its common stock related to the conversion of $723,784 of

principal and accrued interest of its convertible notes payable, at an average contract conversion price of $0.0088 per share, with a cost of

$28,000, for a total of $751,784.

Stock Based Compensation

1 unchanged sentence

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

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

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

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

3 unchanged sentences

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.

The Board has determined that each of Paul Favata and Tom Grbelja, are “independent” in accordance with such definition.

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.

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, Stephano Slack, LLC or Fruci & Associates II PLLC.

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:

Audit Related Fees Paid to Assurance Dimensions, Inc.

The following table summarizes the fees of Assurance Dimensions, Inc., Stephano Slack, LLC and Fruci & Associates II PLLC, our independent registered public accounting firm billed for each of the last two fiscal years for audit services and other services:

Audit Fees Paid to Assurance Dimensions, Inc.

Audit Fees Paid to Stephano Slack, LLC (2)

Audit Fees Paid to Fruci & Associates II PLLC (3)

Audit Related Fees

All Other Fees

(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.

(1) Consists of fees for professional services rendered in connection with the financial statements included in our quarterly reports on Form 10-Q for the fiscal first quarter ended September 30, 2024 and the fiscal second .quarter ended December 31, 2024.

(2) Consists of fees for professional services rendered in connection with the financial statements included in our quarterly reports on Form 10-Q for the fiscal third quarter ended March 31, 2025.

(3) Consists of fees for professional services rendered in connection with the financial statements included in our Annual Report on Form 10-K for the fiscal year ended June 30, 2025.

(4) Consists of fees relating to any tax compliance and tax planning.

1 unchanged sentence

Index to Financial Statements and Financial Statement Schedules

Report of Independent Registered Public Accounting Firm

Report of Independent Registered Public Accounting Firm – Fruci & Associates II PLLC

Report of Independent Registered Public Accounting Firm – Assurance Dimensions

Consolidated Balance Sheets as of June 30, 2025 and 2024

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Chief Executive Officer

September 30, 2024

October 6, 2025

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.

1 unchanged sentence

Chief Executive Officer and Chief Financial Officer

September 30, 2024

October 6, 2025

(Principal Executive Officer, Principal Financial Officer,

Principal Accounting Officer)

2 unchanged sentences

Chairman, Chief Executive Officer and Chief Financial Officer

September 30, 2024

(Principal Executive Officer) (Principal Accounting Officer)

October 6, 2025

(Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer)

/s/ Thomas Grbelja

September 30, 2024

October 6, 2025

Thomas Grbelja

/s/ Paul Favata

September 30, 2024

Report of Independent Registered Public Accounting Firm 5036

Financial Statements:

Consolidated Balance Sheets

Consolidated Statements of Operations

Consolidated Statements of Changes in Stockholders’ Deficit

Consolidated Statements of Cash Flows

October 6, 2025

Report of Independent Registered Public Accounting Firm – Fruci & Associates II PLLC

Report of Independent Registered Public Accounting Firm – Assurance Dimensions

Consolidated Balance Sheets as of June 30, 2025 and 2024

Consolidated Statements of Operations for each of the two years in the period ended June 30, 2025

Consolidated Statements of Changes in Stockholders’ Deficit for each of the two years in the period ended June 30, 2025

Consolidated Statements of Cash Flows for each of the two years in the period ended June 30, 2025

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of Visium Technologies, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet of Visium Technologies, Inc.

(“the Company”) as of June 30, 2025, and the related consolidated statements of operations, changes in stockholders’ deficit, and cash flows for the year then ended, and the related notes (collectively referred to as the financial statements).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2025, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

Going Concern

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

As discussed in Note 1 to the financial statements, the Company had a net loss, net cash used in operating activities, and a negative working capital.

These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern.

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

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

Basis for Opinion

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

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

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 audit in accordance with the standards of the PCAOB.

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

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

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

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

We believe that our audit provides a reasonable basis for our opinion.

Critical Audit Matters

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

We determined that there were no critical audit matters.

Fruci & Associates II, PLLC – PCAOB ID #0 5525

We have served as the Company’s auditor since 2025.

Spokane, Washington

October 6, 2025

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and

1 unchanged sentence

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.

We have audited the accompanying consolidated balance sheet of Visium Technologies, Inc.

(the “Company”) as of June 30, 2024, and the related consolidated statements of operations, changes in stockholders’ deficit, and cash flows for the year then ended, 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 the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

Explanatory Paragraph – Going Concern

7 unchanged sentences

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.

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

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.

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

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the 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.

Our audit 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.

Our audit 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 audit provides a reasonable basis for our opinion.

Critical Audit Matters

2 unchanged sentences

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

Assurance Dimensions

Coral Springs, Florida

3 unchanged sentences

Current assets:

Prepaid expenses

Total current assets

43 unchanged sentences

Gain on change in fair value of derivative liabilities

Derivative liability expense

Interest income

Interest expense

Loss on extinguishment of debt

Gain (loss) on extinguishment of debt

Total other income (expense)

$ ( 2,878,090 )

$ ( 3,310,848 )

Common stock deemed dividends

Net income attributable to common stockholders – basic and diluted

Loss before income taxes

Provision for income taxes

$ ( 1,341,979 )

15 unchanged sentences

Shares issued for conversion of notes payable

Shares issued pursuant to sale of common stock

Commitment shares issued pursuant to convertible notes payable

Shares issued upon exercise of stock warrants

Warrants issued on extinguishment of debt

Net loss for the year ended June 30, 2024

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Stock based payments for consultants, directors, and officers

Loss on debt settlement

(Gain) loss on debt writeoff/ settlement

Gain on change in fair value of derivative liabilities

Derivative liability expense

Changes in operating assets and liabilities:

Accounts payable and accrued expenses

Prepaid license fees

Accrued compensation

5 unchanged sentences

Proceeds from short term notes payable

Proceeds from sale of common stock

Repayment of short term notes payable

1 unchanged sentence

Net cash provided by financing activities

Net decrease in cash

Net increase (decrease) in cash

Cash at beginning of year

2 unchanged sentences

Cash paid for:

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

Warrants issued on extinguishment of debt

Commitment shares issued pursuant to convertible notes payable

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

See accompanying notes to consolidated financial statements.

9 unchanged sentences

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.

Visium is a provider of cybersecurity and Artificial Intelligence solutions, along with IT infrastructure professional services that include network engineering, system engineering, converged infrastructure deployment, software development, and cybersecurity services.

Visium’s proprietary cyber security visualization, big data analytics and automation platform operates in the traditional cyber security space, as well as in the Internet of Things and data analytics spaces.

Visium’s propriety technology, TruContext TM , is a tool for cyber warfare analytics, visualization and knowledge management.

TruContext TM is a highly scalable big data analytics tool for cyber security, using graph database technology.

TruContext TM provides advanced analytics for cybersecurity situational awareness that is scalable, flexible and comprehensive.

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

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

2 unchanged sentences

As of June 30, 2025 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 Company has entered 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.

6 unchanged sentences

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.

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, 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.

2 unchanged sentences

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The accompanying unaudited consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles and include the accounts of the Company and its wholly-owned subsidiaries.

All significant intercompany transactions and balances have been eliminated in consolidation.

Use of Estimates

31 unchanged sentences

Derivative liability at June 30, 2023

Derivative liability reduced as a result of debt settlement

Derivative liability expense

Gain on change in fair value of derivative liability

50 unchanged sentences

Segment Reporting

The Company operates in one business segment which technologies are focused on cybersecurity.

The Company operates in a single business segment, with all technologies, products, and services focused on cybersecurity.

This includes advanced AI-driven cybersecurity solution development, related IT infrastructure professional services, and digital transformation initiatives, all managed as an integrated business.

The proprietary TruContext platform, together with professional services for deployment and integration within complex enterprise environments, represents the core of operations.

In accordance with ASC 280, Segment Reporting, the Company’s Chief Operating Decision Maker (CODM), the Chief Executive Officer, reviews financial performance and makes resource allocation decisions on a consolidated basis.

All significant operational and strategic decisions are made considering the Company as a single operating unit.

As a result, the Company does not have multiple operating segments with separate financial results, and segment reporting is not applicable.

All revenues, operating results, and assets are attributable to this single cybersecurity segment, encompassing both product and service offerings, consistent with how the CEO evaluates performance and allocates resources.

VISIUM TECHNOLOGIES, INC.

3 unchanged sentences

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.

All new accounting pronouncements issued but not yet effective are not expected to have a material impact on our results of operations, cash flows or financial position.

There have been no new accounting pronouncements not yet effective that have significance to our consolidated financial statements.

Basic and Diluted Earnings Per Share

3 unchanged sentences

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, 2025 and 2024 as their effect would be anti-dilutive.

Potential common shares that would be as follows:

The following table sets forth the weighted-average number of shares outstanding and the potentially dilutive securities that were excluded:

For the Years ended June 30,

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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 $ 33,761 and $ 39,141 for the years ended June 30, 2025 and 2024, 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 warrant liability at June 30 2025 and June 30, 2024 was $ 0 and $ 0 , respectively.

The fair value of the derivative liability related to the convertible debt at June 30, 2025 and June 30, 2024 is $ 7,805 and $ 41,566 , respectively, which is reported on the consolidated balance sheet under the caption “Derivative liability”.

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JUNE 30, 2025 AND 2024

CONVERTIBLE NOTES PAYABLE AND NOTE PAYABLE

CONVERTIBLE NOTES PAYABLE

Convertible Notes Payable

At June 30, 2025 and June 30, 2024 convertible debentures consisted of the following:

7 unchanged sentences

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.

Certain convertible promissory notes contain anti-dilution and downround provisions.

As a result of a dilutive issuance, the conversion price for these notes was adjusted downward to $ 0.0042 per share, in accordance with the terms of the notes.

Specifically, upon the occurrence of a "Dilutive Issuance" - the issuance of shares, options, convertible securities, or other rights to acquire common stock at an effective price per share less than the applicable conversion price—the conversion price for outstanding notes is subject to downward adjustment, at the option of the noteholder, to the lower effective price per share of such subsequent issuance.

In addition, the conversion price is adjusted for stock splits, combinations, dividends, recapitalizations, mergers, consolidations, and other similar events which may affect the number of shares issuable upon conversion.

These clauses are intended to protect noteholders from dilution resulting from issuances of securities at lower prices since the date of the note.

The anti-dilution and downround clauses remain in effect as long as the notes are outstanding and apply to all securities issued at an effective price below the then-applicable conversion price.

For the year ended June 30, 2025, the following summarizes the conversion of debt for common shares:

Talos Victory Fund

1800 Diagonal

Morris Johnson

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.

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 .

During the year ended June 30, 2025, the total shares issued upon conversion of convertible notes payable at the contractual rate was 63,291,270 with a total principal and interest of $ 257,074 .

The Company recognized interest expense on convertible notes payable of approximately $ 241,424 and $ 178,206 during the fiscal years 2025 and 2024, respectively.

5 unchanged sentences

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

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