What changed in this filing

/stocks — the workspaceLOADING

Item 7. Management’s Discussion and Analysis

2026-10-13 compared with 2025-10-07 · 187 added, 140 removed, 84 unchanged (80% of the section changed)

4 unchanged sentences

When used, the words “believe,” “plan,” “intend,” “anticipate,” “target,” “estimate,” “expect” and the like, and/or future tense or conditional constructions (“will,” “may,” “could,” “should,” etc.), or similar expressions, identify certain of these forward-looking statements.

These forward-looking statements are subject to risks and uncertainties, including those under "Risk Factors," which appear in elsewhere in this Annual Report, that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements.

These forward-looking statements are subject to risks and uncertainties, including those under “Risk Factors,” which appear elsewhere in this Annual Report, that could cause actual results or events to differ materially from those expressed or implied by such forward-looking statements.

Our actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of several factors.

We do not undertake any obligation to update forward-looking statements to reflect events or circumstances occurring after the date of this Annual Report.

The Company was incorporated in Nevada as Jaguar Investments, Inc.

during October 1987.

During March 2003, a wholly owned subsidiary of the Company merged with Freight Rate, Inc., a development stage company in the logistics software business.

During May 2003, the Company changed its name to Power2Ship, Inc.

During October 2006, the Company merged with a newly formed, wholly owned subsidiary, Fittipaldi Logistics, Inc., a Nevada corporation, with the Company surviving but its name changed to Fittipaldi Logistics, Inc.

effective November 2006.

During December 2007, the Company merged with a newly formed, wholly owned subsidiary, NuState Energy Holdings, Inc., a Nevada corporation, with the Company surviving but renamed NuState Energy Holdings, Inc.

effective December 2007.

In March 2018, the Company changed its name to Visium Technologies, Inc.

Since February 12, 2018 Mark Lucky has served as Chairman and CEO.

He also currently serves as CFO.

The Company’s headquarters is located at 4094 Majestic Lane, Suite 360, Fairfax, VA 22124.

Since February 2018, the Company has focused on creating a world-class cybersecurity/digital risk management company, with a focus on artificial intelligence, network security, threat visualization, pinpoint threat identification, and big-data analytics.

Our solutions address the growing security and compliance complexities and risks resulting from the increasing adoption of cloud computing and the proliferation of geographically dispersed IT assets.

Visium has developed a proprietary data analytics platform called TruContext TM that provides advanced analytics for cybersecurity situational awareness that is scalable, flexible, and comprehensive.

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.

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 September 30, 2025 no activity has occurred pursuant to this contract.

Except as required by applicable law, we undertake no obligation to update forward-looking statements to reflect events or circumstances occurring after the date of this Annual Report.

In April 2026, Paul R.

Taylor was named Chairman and CEO.

Prior to that and since February 2018, Mark Lucky served as Chairman and CEO.

Lucky currently serves as CFO.

Since February 2018, the Company has focused on creating a cybersecurity and digital risk management company, with a focus on artificial intelligence, network security, threat visualization, and big-data analytics.

Visium has developed a proprietary data analytics platform called TruContext™ that provides advanced analytics for cybersecurity situational awareness.

Results of Operations

Development Expense

For the year ended June 30, 2025, development expense totaled $325 as compared to $86,702 for the year ended June 30, 2024, a decrease of $86,377 or approximately 100%.

Selling, General, and Administrative Expenses

For the year ended June 30, 2026, selling, general and administrative expenses were $1,364,165 as compared to $1,649,817 for the year ended June 30, 2025, a decrease of $285,652 or approximately 17.3%.

The decrease was primarily due to decreases in salaries, legal and professional fees, and stock-based consulting expense.

Development expense was $0 for fiscal 2026, compared with $325 for fiscal 2025.

Interest expense increased to $765,013 during fiscal 2026 from $463,424 in fiscal 2025, primarily due to interest on delinquent notes and convertible notes payable and amortization of debt discount.

During the year ended June 30, 2026, the Company recorded a gain on extinguishment of debt of $2,923,004, primarily from the settlement of accrued compensation with common stock, the exchange of debt and former-director advances for Series D Convertible Preferred Stock recorded at its fair value, the separate forgiveness of related accrued interest, and negotiated cash settlements of debt at a discount.

The Company also recorded a loss of $199,115 on the terminated ConnexUS AI strategic acquisition initiative and a loss of $10,000 on the write-off of an advance paid in connection with a proposed financing that did not close (see Note 10).

Net income for the year ended June 30, 2026 was $856,102, compared to a net loss of $1,341,979 for the year ended June 30, 2025.

For the years ended June 30, 2026 and 2025 selling, general and administrative expenses consisted of the following:

5 unchanged sentences

Telephone expense

Marketing expense

Investor Relations expense

Website expense

1 unchanged sentence

Stock based compensation

The decrease in selling, general and administrative expenses during fiscal 2025, when compared with the prior year, is primarily due to a decrease in stock-based consulting expense of $402,251, a decrease in stock-based compensation of $444,132, a decrease in consulting fees of $45,000, a decrease in salaries of $94,270, and a decrease in accounting expense of $8,047, offset by an increase in legal and professional fees of $125,264 and other expense of $26,110.

The decrease in selling, general and administrative expenses during fiscal 2026, when compared with the prior year, is primarily due to a decrease in salaries of $66,704 due to lower headcount, a decrease in legal and professional fees of $150,108, a decrease in stock based consulting expense of $50,110, and a decrease in accounting expense of $12,016, offset by an increase in consulting fees of $5,000 and an increase in stock based compensation of $18,000.

Change in Fair Value of Derivative Liability

Gain on change in fair value of derivative liabilities

Changes in fair value of derivative liabilities results from the changes in the fair value of the derivative liability due to the application of ASC 815, resulting in either income or expense, depending on the difference in fair value of the derivative liabilities between their measurement dates.

The decrease in fair value of derivative liabilities recognized during fiscal 2025 is primarily due to a change in accounting estimate related to the accounting for derivative liabilities as a result of a decrease in share price.

Interest Expense

Interest expense

Interest expense represents the stated interest of notes and convertible notes payable as well as the amortization of debt discount.

The increase in interest expense during fiscal 2025 is primarily due to interest on the delinquent convertible notes payable.

The gain on change in fair value of derivative liabilities of $271,391 in fiscal 2026 (compared with $33,761 in fiscal 2025) consists of $263,586 from the derecognition, upon conversion or repayment of the related notes, of derivative liabilities initially recognized during the year and $7,805 from the remeasurement of the derivative liability outstanding at June 30, 2025.

The initial fair value of the derivative liabilities recognized during the year ($263,586) was recorded as debt discount and amortized to interest expense.

Interest Income

Interest income

Employee Retention Credit (ERC) - The Company qualified for federal government assistance during the calendar 3rd and 4 th quarters of 2022 in the amount of approximately $255,500 through ERC provisions of the Consolidated Appropriations Act of 2021.

The purpose of the ERC was to encourage employers to keep employees on the payroll, even if they are not working during the covered period due to the effects of the coronavirus outbreak.

These funds were recorded when the Company was notified by the IRS that the ERC had been approved and would be paid to the Company and is included in the Consolidated Statements of Operations for the fiscal year ended June 30, 2025 as an offset to salary expense.

Interest accrued associated with the payment of the ERC to the Company totaled $12,767.

Gain (loss) on extinguishment of debt

The Company did not record interest income during the year ended June 30, 2026, compared to $12,767 for the year ended June 30, 2025.

The prior year interest income was associated with the Employee Retention Credit (ERC) payment received from the IRS.

Gain (loss) on extinguishment of debt

In July 2024 the Company obtained a legal opinion to extinguish aged debt totaling $725,059 as detailed in the following table.

Gain on extinguishment of debt

During the year ended June 30, 2026, the Company recorded a gain on extinguishment of debt of $2,923,004.

For the year ended June 30, 2026, the gain on extinguishment of debt was:

Amount (2026)

Gain on equitization of accrued salaries and consulting fees

Note 13 / MD&A

40,000,000 shares issued at $0.0033 FV to settle $2,834,819 of accrued obligations.

Third-party portion recognized in earnings;

related-party portion to APIC.

Gain on extinguishment — promissory-note principal (Series D exchange, fair value basis)

Note 7 / Note 9

Fair value of Series D shares issued ($0.058/share) was $58,812 against $1,014,000 of extinguished promissory-note principal.

Gain on extinguishment — convertible-note principal (Series D exchange, fair value basis)

Note 7 / Note 9

Fair value of Series D shares issued ($0.058/share) was $3,915 against $67,500 of extinguished convertible-note principal.

Gain on extinguishment — advances from former directors (Series D exchange, fair value basis)

Note 7 / Note 12

Fair value of Series D shares issued ($0.058/share) was $20,831 against $359,159 of advances owed to Messrs.

Grbelja and Favata, who had resigned as directors before the settlement date and were not related parties.

Gain on forgiveness of accrued interest payable (Series D exchange)

Accrued interest extinguished upon issuance of 1,081,500 Series D shares for notes (promissory + convertible).

Loss on write-off of unamortized debt discount (Series D exchange)

Note 6 / Note 9

Unamortized discount on extinguished promissory notes written off at the April 16, 2026 exchange date.

Gain on extinguishment of note payable (cash settlement at discount)

Note 9 / Note 5

Carrying value $176,584 settled for $150,000 cash payment;

full release obtained.

Gain on settlement of vendor payables

Trade payables with carrying value $42,023 settled for $20,000 cash;

full releases obtained.

Unrelated third-party vendors.

Total Gain on Extinguishment of Debt – Year Ended June 30, 2026

In the prior year ended June 30, 2025, the Company obtained a legal opinion to extinguish aged debt totaling $725,059.

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.

10 unchanged sentences

$ (1,593,484 )

At June 30, 2026, we had cash of $22,212 and total current assets of $30,252, compared with current liabilities of $1,981,544, resulting in a working capital deficit of $1,951,292.

We used $913,888 of cash in operating activities during the year ended June 30, 2026.

Management estimates that the Company requires approximately $50,000 to $70,000 per month to maintain its status as a reporting company and to fund minimal operations.

This estimate consists primarily of salaries, which have been only partially paid with the balance accrued, and professional services, including audit, legal, transfer agent, EDGAR and XBRL services, and dues and subscriptions.

It assumes the continued partial deferral of salaries;

if salaries under the Company’s executive employment agreements were paid in full, the Company’s monthly cash requirements would be substantially higher.

As of the date of this Annual Report, the Company has no committed financing sources.

Continued operations are dependent upon the Company’s ability to raise additional equity or debt capital on acceptable terms.

There can be no assurance that such capital will be available.

Dilution / Liquidity

The following table summarizes the potential dilutive effect of our outstanding convertible preferred stock and convertible notes as of October 13, 2026, the filing date of this Annual Report, on an as-converted basis.

The table does not give effect to future anti-dilution adjustments, additional payment-in-kind (“PIK”) dividends on the Series D Convertible Preferred Stock, or issuances of blank-check preferred stock, and it is not a weighted-average earnings-per-share denominator.

Shares / Units Outstanding

Conversion / Exercise Terms

Potential Common Shares

Common stock outstanding

1,269,509,667

At June 30, 2025 our total assets consisted of cash and a prepaid license fee of $7,500.

At June 30, 2024 100% our total assets consisted of cash.

We do not have any material commitments for capital expenditures.

1,269,509,667

Series A and Series B Convertible Preferred Stock

13,992,340 (Series A);

1,327,670 (Series B)

1 preferred share :

5 common shares

Series AA Convertible Preferred Stock

Series D Convertible Preferred Stock

Fixed conversion price of $0.05 per common share

Accrued but undeclared Series D dividends (if settled in PIK shares)

20 common shares per Series D share (calculated using unrounded accrued dividends)

Convertible notes payable (if-converted)

Fixed conversion price of $121.50 per share;

remaining notes after the September 21, 2026 exchange (see Note 4)

Subtotal – currently quantifiable potential common shares

1,320,167,346

The convertible notes payable row reflects the convertible notes that remained outstanding after four notes were exchanged for Series D Convertible Preferred Stock on September 21, 2026.

All convertible notes outstanding at June 30, 2026 were convertible into approximately 1,783 shares of common stock (see Note 4).

Contingent / Unissued / Non-Convertible Instruments

Series E Convertible Preferred Stock

number of shares never fixed;

15,000 common shares per preferred share at $0.05 fixed conversion price

Contingent – if issued in the amount originally contemplated for the terminated ConnexUS AI transaction, would have represented approx.

40% of fully diluted equity

Series G Governing Preferred Stock

0 authorized (previously 100;

designation withdrawn September 11, 2026 — see Note 7)

Not convertible (voting rights only:

100,000 votes per share)

None (voting only)

Blank-check preferred stock

100,000,100 remaining authorized

Terms to be fixed by the Board of Directors

Unquantifiable

Warrants and stock options

None outstanding

(1) All capitalization amounts and potential shares in this table are as of October 13, 2026.

Potential shares reflect the terms and outstanding securities disclosed in this Annual Report and are not a weighted-average EPS denominator.

The 1,320.2 million potential common-share count above exceeds the 1,269.5 million shares of common stock currently outstanding by approximately 50.7 million shares, or approximately 4.0%, before giving effect to future financings, additional PIK dividends on the Series D Preferred Stock, or anti-dilution adjustments.

The Series D conversion price is subject to broad-based weighted-average anti-dilution protection.

Any future issuance of common stock or securities convertible into common stock at a price below $0.05 per share will reduce the Series D conversion price and increase the number of common shares issuable upon conversion.

The Series AA Convertible Preferred Stock carries voting rights equal to 51% of the total votes on any matter submitted to stockholders, regardless of the number of shares of common stock outstanding.

Combined with the 620,000,000 shares of common stock beneficially owned by PT Smart Green Technologies, voting control remains highly concentrated.

The Board of Directors retains the authority to fix the number of authorized shares of Series E Convertible Preferred Stock and to issue such shares without further stockholder approval.

Management expects that near-term capital raises will be effected primarily through the issuance of equity or equity-linked securities, which would further increase the potential common-share count.

The objective of liquidity management is to ensure that we have ready access to sufficient funds to meet commitments and effectively implement our growth strategy.

4 unchanged sentences

If such need arises, we intend to generate proceeds from either debt or equity financing.

We intend to finance our operations using equity financing.

We do not anticipate incurring capital expenditures for the foreseeable future.

We anticipate that we will need to raise approximately $180,000 per year in the near term to finance the recurring costs of being a publicly traded company.

Going Concern

The accompanying financial statements have been prepared on a going-concern basis.

The conditions described above raise substantial doubt about the Company’s ability to continue as a going concern for a period of one year from the date of issuance of these financial statements.

Management’s plans include the continued issuance of 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.

The Company has used net cash in its operating activities of $913,888 and $411,177 during the years ended June 30, 2026 and 2025, respectively, and has a working capital deficit of approximately $1.95 million and $5.8 million at June 30 2026 and 2025, respectively.

1 unchanged sentence

Management plans may continue to provide for its capital requirements by issuing additional equity securities and debt.

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.

For the Years Ended

June 30, 2026

June 30, 2025

Cash flows from operating activities:

$ (1,341,979 )

$ (2,878,090 )

Non-cash Adjustments:

(Gain) loss on debt settlement and expense write off

Adjustments to reconcile net income to net cash used in operating activities:

Stock based compensation

Common stock issued for note conversion fees

Amortization of debt discount

Gain on change in derivative liability

Changes in assets and liabilities:

Accrued interest

Change in prepaid assets

Accrued compensation

Gain on change in fair value of derivative liability

Gain on extinguishment of debt

Changes in operating assets and liabilities:

Accounts payable and accrued expenses

Net cash used in operations

Accrued interest payable and default amounts added to note principal

Accrued compensation

Change in prepaid expenses

Net cash used in operating activities

Cash flows from financing activities:

Advance from officers, net

Repayment of convertible notes payable

Proceeds from issuance of short-term notes payable

Repayment of short-term notes payable

Proceeds from issuance of convertible notes payable, net of debt issuance costs

Advances from officers and directors, net

Repurchase of warrants

Repayment of notes payable and convertible notes payable

Proceeds from sale of common stock

Proceeds from sale of preferred stock

Proceeds from short term note payable

Payment of debt issuance costs

Net cash provided by financing activities

1 unchanged sentence

Year ended June 30, 2026

Net cash used in operations in fiscal year 2025 decreased by $77,142 or 15.8% from fiscal year 2024.

Cash from financing activities was obtained through the sale of promissory notes that netted the Company $569,200, and advances from officers and directors of $95,225.

During fiscal 2026, the Company’s primary source of liquidity was financing activities.

Net cash used in operating activities was $913,888, compared with $411,177 in fiscal 2025, an increase of $502,711, or 122.3%, reflecting, among other things, $121,793 of interest paid (compared with $20,016 in fiscal 2025) and $199,115 advanced to ConnexUS AI Inc.

in connection with the terminated acquisition (see Note 10).

Net cash provided by financing activities was $875,956, compared with $462,865 in fiscal 2025.

The Company had no investing activities in either year.

Cash decreased by $37,932 in fiscal 2026, compared with an increase of $51,688 in fiscal 2025.

Financing cash flows in fiscal 2026 consisted of $528,000 of net proceeds from the issuance of promissory notes, $375,000 from the sale of 500,000,000 shares of common stock and $300,000 from the sale of three shares of Series AA Convertible Preferred Stock to PT Smart Green Technologies, and $85,500 of net advances from officers and directors, partially offset by $400,824 of repayments of notes payable and convertible notes payable, $7,720 of debt issuance costs and a $4,000 payment to cancel a warrant.

Year ended June 30, 2025

Net cash used in operations in fiscal year 2025 decreased by $77,142 or 15.8% from fiscal year 2024.

Cash from financing activities was obtained through the sale of convertible notes that netted the Company $122,960, and the sale of promissory notes that netted the Company $465,000.

Capital Raising Transactions

We generated net proceeds of $569,200 during fiscal 2025 from the issuance of promissory notes, and $122,960 from the issuance of convertible notes payable during fiscal 2024.

Notes Payable

The Company had promissory notes aggregating approximately $991,567 at June 30, 2025 and $777,954 at June 30, 2024.

The related accrued interest amounted to approximately $169,600 and $288,661 at June 30, 2025 and 2024, respectively.

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

The notes payable bear interest at rates between 0% and 20% per annum.

Interest is generally payable at maturity.

$535,000 of these notes have matured as of June 30, 2025.

We generated net proceeds of $465,000 during fiscal 2024 from the issuance of short-term notes payable.

Cash from financing activities was obtained through the sale of promissory notes that netted the Company $569,200, and advances from officers and directors of $95,225.

Notes Payable and Convertible Notes Payable

At June 30, 2026, the Company had promissory notes payable with a face amount of $144,600 ($122,589, net of $22,011 of unamortized discount), compared with $991,567 at June 30, 2025, and convertible notes payable of $108,009, compared with $183,873 at June 30, 2025.

Accrued interest on promissory notes and convertible notes was $16,438 and $108,678, respectively, at June 30, 2026, and all of these obligations are classified as current liabilities.

The reduction in debt during fiscal 2026 reflects the April 2026 exchange of $1,014,000 of promissory-note principal and $67,500 of convertible-note principal for Series D Convertible Preferred Stock (with $279,230 of related accrued interest separately forgiven), the conversion of $131,737 of convertible-note principal and $181,798 of accrued interest into common stock, and cash repayments, partially offset by promissory notes with a face amount of $658,500 issued during the year.

On September 21, 2026, four convertible notes with $35,000 of principal and $57,211 of accrued interest were exchanged for 35,000 shares of Series D Convertible Preferred Stock.

See Notes 4, 5, 6 and 16 to the consolidated financial statements.

The Company had promissory notes aggregating $122,589, net of unamortized discount of $22,011 (face value of $144,600), at June 30, 2026 and $991,567 at June 30, 2025.

During fiscal 2026, the Company extinguished or repaid twenty-nine promissory notes, including notes issued in prior years.

June 30, 2026

3 unchanged sentences

Notes payable, net of discount

As of April 16, 2026, the outstanding principal balance of the promissory notes totaling $1,014,000 was exchanged for 1,014,000 shares of Series D Convertible Preferred Stock, resulting in a gain on extinguishment of accrued interest of $254,975 and, together with the fair value measurement of the Series D shares issued, a gain on extinguishment of promissory-note principal of $955,188 (see Note 9).

See Note 7 – Stockholders’ Deficit for a summary of the terms of the Series D Convertible Preferred Stock, Note 6 – Accrued Interest Payable for the April 2026 issuance, and Note 16 – Subsequent Events for the September 2026 exchange.

Convertible Notes Payable

The Company had convertible promissory notes aggregating approximately $183,873 and $534,361 outstanding at June 30, 2025 and 2024, respectively.

The accrued interest amounted to approximately $247,563 and $251,455 at June 30, 2025 and 2024, respectively.

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

The convertible notes payable bear interest at rates ranging between 0% and 18% per annum.

Interest is generally payable monthly.

The Convertible Notes Payable are generally convertible at rates ranging between $0.0042 and $121.50 per share, at the holders’ option.

The Company had $108,009 of convertible notes payable outstanding at June 30, 2026, compared to $183,873 at June 30, 2025.

Accrued interest related to convertible notes payable amounted to approximately $108,678 and $247,563 at June 30, 2026 and 2025, respectively.

See Note 4 for the debt balances and Note 7 for the potential dilution disclosure.

June 30, 2026

4 unchanged sentences

Common Stock Warrants

In April 2026, all outstanding common stock purchase warrants, exercisable for 5,112,426 shares of common stock in the aggregate and held by Talos Victory Fund, LLC and FirstFire Global Opportunities Fund, were cancelled, the Talos warrant for no consideration and the FirstFire warrant for a $4,000 cash payment that was recorded as a reduction of additional paid-in capital.

No warrants were outstanding at June 30, 2026 (see Note 7).

A summary of the status of the Company’s outstanding common stock warrants as of June 30, 2026 and changes during the fiscal year ending on that date is as follows:

3 unchanged sentences

Balance at beginning of year

Acquired and retired

Balance at end of period

1 unchanged sentence

Derivative Liability

The Company recognizes all derivative financial instruments on its balance sheet at fair value.

The Company recognizes derivative financial instruments, including embedded conversion features that require bifurcation, on its balance sheet at fair value.

The Company had no derivative liabilities at June 30, 2026, compared with $7,805 at June 30, 2025 (see Note 3).

Off-Balance Sheet Arrangements

2 unchanged sentences

Our opinion is that neither climate change, nor governmental regulations related to climate change, have had, or are expected to have, any material effect on our operations.

Critical Accounting Policies

The financial statements have been prepared in accordance with accounting principles generally accepted in the US, (“US GAAP”.) The preparation of these financial statements in accordance with US GAAP requires us to make estimates, assumptions and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities.

On an on-going basis, we evaluate our estimates, assumptions and judgments.

We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities.

Actual results may differ from these estimates under different assumptions or conditions and the impact of such differences may be material to our financial statements.

We consider an accounting estimate to be critical if:

(1) the accounting estimate requires us to make assumptions about matters that were highly uncertain at the time the accounting estimate was made, and (2) changes in the estimate that are reasonably likely to occur from period to period, or use of different estimates that we reasonably could have used in the current period, would have a material impact on our financial condition or results of operations.

The following critical accounting policies are those that are most important to the portrayal of our consolidated financial statements.

For a summary of our significant accounting policies, including the critical accounting policies discussed below, refer to Note 2 - “Summary of Significant Accounting Policies” included in the notes to consolidated financial statements for the year ended June 30, 2025 included elsewhere in this Annual Report on Form 10-K.

We consider the following accounting policies to be those most important to the portrayal of our results of operations and financial condition:

Revenue Recognition

The Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) No.

2014-09, Revenue from Contracts with Customers (Topic 606) outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers.

The guidance provided in Accounting Standards Codification (“ASC”) Topic 606 (“ASC 606”) requires entities to use a five-step model to recognize revenue by allocating the consideration from contracts to performance obligations on a relative standalone selling price basis.

Revenue recognition is evaluated through the following five steps:

(i) identification of the contract, or contracts, with a customer;

(ii) identification of the performance obligations in the contract;

(iii) determination of the transaction price;

(iv) allocation of the transaction price to the performance obligations in the contract;

and (v) recognition of revenue when or as a performance obligation is satisfied.

The Company recognizes revenue when performance obligations under the terms of a contract with the customer are satisfied.

Product sales occur once control is transferred upon delivery to the customer.

Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring products.

In the event any discounts, sales incentives, or similar arrangements are agreed to with a customer, such amounts are estimated at time of sale and deducted from revenue.

Sales taxes and other similar taxes are excluded from revenue.

Convertible Instruments - The Company evaluates and accounts for conversion options embedded in its convertible instruments in accordance with 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 in accordance with EITF 00-19.

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 that term is described).

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 the provisions of ASC 470 20 “Debt with Conversion 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 when necessary 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.

The Company believes the certain conversion features embedded in convertible notes payable are not clearly and closely related to the economic characteristics of the Company’s stock price.

Accordingly, the Company has recognized derivative liabilities in connection with such instruments.

The Company uses judgment in determining the fair value of derivative liabilities at the date of issuance at every balance sheet thereafter.

The Company uses judgment in determining which valuation is most appropriate for the instrument (e.g., Cox, Ross & Rubinstein Binomial Tree valuation model), the expected volatility, the implied risk-free interest rate, as well as the expected dividend rate.

Share-Based Compensation

We compute share-based payments in accordance with the provisions of ASC Topic 718, Compensation – Stock Compensation and related interpretations.

As such, compensation cost is measured on the date of grant at the fair value of the share-based payments.

Such compensation amounts, if any, are amortized over the respective vesting periods of the grants.

Restricted stock awards are granted at the discretion of the compensation committee of our board of directors (the “Board of Directors”).

These awards are restricted as to the transfer of ownership and generally vest over the requisite service periods (vesting on a straight–line basis).

The fair value of a stock award is equal to the fair market value of a share of our common stock on the grant date.

We estimate the fair value of stock options and warrants by using the Cox, Ross & Rubinstein Binomial Tree model.

The Cox, Ross & Rubinstein valuation model requires the development of assumptions that are inputs into the model.

These assumptions are the expected stock volatility, the risk–free interest rate, the expected life of the option, the dividend yield on the underlying stock and the expected forfeiture rate.

Expected volatility is calculated based on the historical volatility of our common stock over the expected term of the option.

Risk–free interest rates are calculated based on continuously compounded risk–free rates for the appropriate term.

Determining the appropriate fair value model and calculating the fair value of equity–based payment awards requires the input of the subjective assumptions described above.

The assumptions used in calculating the fair value of equity–based payment awards represent management’s best estimates, which involve inherent uncertainties and the application of management’s judgment.

We are required to estimate the expected forfeiture rate and recognize expense only for those shares expected to vest.

Derivative Instruments

We enter into financing arrangements that consist of freestanding derivative instruments or are hybrid instruments that contain embedded derivative features.

We recognize derivative instruments as either assets or liabilities in the balance sheet and measure such derivative instruments at fair values with gains or losses recognized in earnings.

Embedded derivatives that are not clearly and closely related to the host contract are bifurcated and are recognized at fair value with changes in fair value recognized as either a gain or loss in earnings.

The fair values of derivative financial instruments are estimated using various techniques (and combinations thereof) that are considered consistent with the objective measuring fair values.

In selecting the appropriate technique, the nature of the instrument, the market risks that it embodies and the expected means of settlement are considered.

Estimating fair values of derivative financial instruments requires the development of significant and subjective estimates that may, and are likely to, change over the duration of the instrument with related changes in internal and external market factors.

In addition, option-based techniques (such as the Cox, Ross & Rubinstein model) are highly volatile and sensitive to changes in the trading market price of our common stock.

Since derivative financial instruments are initially and subsequently carried at fair values, our income (expense) going forward will reflect the volatility in these estimates and assumption changes.

Critical Accounting Estimates

The preparation of our consolidated financial statements requires management to make estimates and judgments that affect reported amounts and related disclosures.

We consider an estimate critical when it requires assumptions about highly uncertain matters and a reasonably likely change in the estimate could materially affect our financial condition or results of operations.

The estimates described below were the most significant in preparing the fiscal 2026 financial statements.

Fair Value of Series D Convertible Preferred Stock and Debt Extinguishments

In April 2026, we issued 1,444,859 shares of Series D Convertible Preferred Stock in debt-for-equity exchanges.

Management estimated the fair value at $0.058 per share, or $83,802 in the aggregate, using a conversion-parity methodology based on a $0.0029 eight-trading-day VWAP for the period ended April 14, 2026 (the date the Board adopted the Certificate of Designation;

management considers these inputs appropriate for the April 16, 2026 exchange date because the market price of the common stock did not change significantly between April 14 and April 16, 2026) and the initial 20-to-one conversion ratio.

The measurement is classified as Level 3 because management assessed the effect of the Series D dividend, liquidation preference, anti-dilution protection, and redemption terms.

A $0.001 change in the VWAP input would change the aggregate conversion-parity value by approximately $28,897 and would correspondingly change the gain recognized on the exchanges.

See Notes 7, 9 and 15.

Going Concern

Management evaluated whether conditions and events raise substantial doubt about our ability to continue as a going concern for the one-year period following issuance of these financial statements.

The evaluation requires judgment about expected operating cash flows, debt maturities, the availability and timing of financing, and the feasibility of management’s plans.

The accompanying financial statements include the related going-concern disclosure;

they do not include adjustments that could result if the Company is unable to continue as a going concern.

Deferred Tax Assets and Valuation Allowance

Management records deferred tax assets for deductible temporary differences and tax attributes and assesses whether a valuation allowance is needed based on all available evidence.

Because of the Company’s cumulative losses, unfiled historical tax returns, and uncertainty as to the realizability and potential limitation of tax attributes, the Company recorded a full valuation allowance against its net deferred tax assets.

Debt, Convertible Instruments and Derivatives

Management evaluates the contractual terms of debt and equity-linked instruments to determine classification, the need for derivative bifurcation, and measurement of discounts and issuance costs.

These conclusions require judgment about conversion, anti-dilution, redemption and settlement provisions.

See Notes 3, 4, 5 and 7.

Quantitative and Qualitative Disclosures About Market Risk.

1 unchanged sentence

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

What changed 10-K

Item 7. Management’s Discussion and Analysis