UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒	QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended December 31, 2025

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________ to ___________.

Commission file number 000-25753

VISIUM TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Florida	87-0449667
---	---
(State of Incorporation)	(IRS Employer Identification No.)

4094 MAJESTIC LANE, SUITE 360

FAIRFAX, VA 22033

(Address of principal executive offices)

(703) 273-0383

Registrant’s telephone number, including area code:

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
N/A	N/A	N/A

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒     No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒     No ☐

Indicate by check mark whether the registrant is large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller Reporting Company	☒
Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐     No ☒

The number of shares outstanding of the registrant’s Common Stock, $0.0001 par value per share, as of February 20, 2026, was 455,419,861.

When used in this quarterly report, the terms “Visium,” “the Company,” “we,” “our,” and “us” refer to Visium Technologies, Inc., a Florida corporation.

CAUTIONARY STATEMENT REGARDING FORWARD LOOKING INFORMATION

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that are based on our management's current beliefs, estimates and assumptions and on information currently available to management that we believe may affect our financial condition, results of operation, business strategy and financial need.  Such statements involve substantial risk and uncertainties. All statements contained in this Quarterly Report on Form 10-Q other than statements of historical fact, including statements regarding our future operating results and financial position, our business strategy and plans, market growth and trends, and objectives for future operations are forward-looking statements. Forward-looking statements generally relate to future events or our future financial or operating performance. In some cases, you can identify forward-looking statements because they contain words such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential,” or “continue” or the negative of these words or other similar terms or expressions that concern our expectations, strategy, plans or intentions.

These risks and uncertainties include, among other things, risks related to our expectations regarding global macro-economic conditions, including the effects of inflation, rising and fluctuating interest rates and market volatility on the global economy; our ability to estimate the size and growth of our total addressable market, and the development of the market for our products, which is new and evolving; our ability to effectively sustain and manage our growth and future expenses, achieve and maintain future profitability, attract new customers; the effects of increased competition in our market and our ability to compete effectively; our ability to expand use cases within existing customers and vertical solutions; our ability to expand our operations and increase adoption of our platform internationally; our ability to expand our direct sales force, customer success team and strategic partnerships around the world; the sufficiency of our cash and capital resources to satisfy our liquidity needs; our ability to hire, retain and motivate qualified personnel, including executive level management; and our ability to successfully manage and integrate executive management transitions; uncertainties regarding the impact of general economic and market conditions, including as a result of regional and global conflicts or related government sanctions;.

Most of these factors are difficult to predict and are generally beyond our control. Therefore, you should not rely upon forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this Quarterly Report on Form 10-Q primarily on our current expectations and projections about future events and trends that we believe may affect our business, financial condition, results of operations, and prospects. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties, and other factors described in the section titled “Risk Factors” and elsewhere in this Quarterly Report on Form 10-Q. We undertake no obligation to update any forward-looking statements after the date of this Quarterly Report on Form 10-Q or to conform such statements to actual results or revised expectations, except as required by law. Further information on potential factors that could affect our business is described under “Item 1A. Risk Factors” in our Annual Report on Form 10-K as filed with the United States Securities and Exchange Commission, or the SEC, on October 7, 2025. Readers are also urged to carefully review and consider the various disclosures we have made in this Quarterly Report on form 10-Q and in our Annual Report on Form 10-K.

VISIUM TECHNOLOGIES, INC. AND SUBSIDIARIES

INDEX

---

PART I - FINANCIAL INFORMATION	3
Item 1. Financial Statements	3
Consolidated Balance Sheets – December 31, 2025 (unaudited) and June 30, 2025	3
Consolidated Statements of Operations - Three and Six Months ended December 31, 2025 and 2024 (unaudited)	4
Consolidated Statements of Changes in Stockholders’ Deficit (unaudited) – Three and Six Months ended December 31, 2025 and 2024	5
Consolidated Statements of Cash Flows - Six Months Ended December 31, 2025 and 2024 (unaudited)	7
Notes to Consolidated Financial Statements (unaudited)	8
Item 2. Management’s Discussion and Analysis and Results of Operations	21
Item 3. Quantitative and Qualitative Disclosures About Market Risk	29
Item 4. Controls and Procedures	30
PART II - OTHER INFORMATION	31
Item 1. Legal Proceedings.	31
Item 1A. Risk Factors.	31
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.	31
Item 3. Defaults Upon Senior Securities.	31
Item 4. Mine Safety Disclosures.	31
Item 5. Other Information.	31
Item 6. Exhibits	31
SIGNATURES	32
2
---
Table of Contents

PART I - FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements

VISIUM TECHNOLOGIES, INC.

CONSOLIDATED BALANCE SHEETS

			June 30,<br><br>2025(1)
ASSETS
Current assets:
Cash	23,877		$	60,144
Prepaid expenses	3,750			7,500
Total current assets	27,627			67,644
Total assets	27,627		$	67,644
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable and accrued expenses	1,521,273		$	1,472,933
Accrued compensation	2,761,929			2,556,428
Accrued interest	368,354			418,044
Due to officer	327,359			277,859
Convertible notes payable	179,132			183,873
Derivative liabilities	5,990			7,805
Notes payable, net of discount of 85,074 and 26,154, respectively	1,250,929			991,567
Total current liabilities	6,414,966			5,908,509
Commitments and contingencies (Note 11)	-			-
Stockholders’ deficit:
Preferred stock
Series A Convertible Stock (0.001 par value; 50,000,000 shares authorized, 13,992,340 shares issued and outstanding as of December 31, 2025 and June 30, 2025, 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 as of December 31, 2025 and June 30, 2025, respectively)	1,328			1,328
Series C Convertible Stock (0.001 par value 30,000 shares authorized, 0 shares issued and outstanding as December 31, 2025 and June 30, 2025, respectively)	-			-
Series AA Convertible Stock (0.001 par value; 1 share authorized, 1 share issued and outstanding as of December 31, 2025 and June 30, 2025, respectively)	-			-
Common stock, 0.0001 par value, 3,000,000,000 shares authorized: 453,919,861 shares issued and outstanding at December 31, 2025, and 368,544,861 shares issued and outstanding at June 30, 2025, respectively (See Note 6)	45,394			36,856
Additional paid in capital	58,591,979			58,196,429
Accumulated deficit	(65,040,032	)		(64,089,470	)
Total stockholders’ deficit	(6,387,339	)		(5,840,865	)
Total liabilities and stockholders’ deficit	27,627		$	67,644

All values are in US Dollars.

(1) Derived from audited financial statements.

See Notes to Unaudited Consolidated Financial Statements.

3
Table of Contents

VISIUM TECHNOLOGIES, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months Ended						Six Months Ended
	December 31,						December 31,
	2025			2024			2025			2024
Net revenues	$	-		$	-		$	-		$	-
Operating expenses:
Selling, general and administrative		421,789			280,483			791,412			650,948
Development expense		-			75			-			75
Total Operating Expenses		421,789			280,558			791,412			651,023
Loss from Operations		(421,789	)		(280,558	)		(791,412	)		(651,023	)
Other income (expenses):
Gain (loss) on change in fair value of derivative liabilities		(781	)		9,921			1,815			36,031
Gain (loss) on extinguishment of debt		-			-			-			725,059
Interest expense		(83,290	)		(111,143	)		(160,965	)		(165,231	)
Total other income (expenses)		(84,071	)		(101,222	)		(159,150	)		595,859
Loss before income taxes	$	(505,860	)	$	(381,780	)	$	(950,562	)	$	(55,164	)
Provision for income taxes		-			-			-			-
Net Loss	$	(505,860	)	$	(381,780	)	$	(950,562	)	$	(55,164	)
Loss per common share basic and diluted	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
Weighted average common shares outstanding – basic and diluted		425,909,004			251,586,990			411,506,831			240,307,518

See Notes to Unaudited Consolidated Financial Statements.

4
Table of Contents

VISIUM TECHNOLOGIES, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

FOR THE THREE AND SIX MONTHS ENDED DECEMBER 31, 2025

(UNAUDITED)

Six months ended December 31, 2025

	Preferred			Preferred			Preferred			Preferred
	Stock -			Stock -			Stock -			Stock -			Common
	Series A			Series B			Series C			Series AA			Stock
	0.001			0.001			0.001			0.001			0.0001			Additional					Total
	Par Value			Par Value			Par Value			Par Value			Par Value			Paid-in		Accumulated			Stockholders’
	Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount		Capital		Deficit			Deficit
Balance at June 30, 2025		$	13,992		$	1,328		$	-		$	0		$	36,856	$	58,196,429	$	(64,089,470	)	$	(5,840,865	)
Shares issued as compensation to directors and officers															4,900		241,000					245,900
Shares issued as compensation to employees															100		4,200					4,300
Shares issued for consulting services															225		10,525					10,750
Commitment shares issued pursuant to financings															113		8,625					8,738
Shares issued for conversion of notes payable															3,200		131,200					134,400
Net income (loss) for the six months ended December 31, 2025																			(950,562	)		(950,562	)
Balance at December 31, 2025		$	13,992		$	1,328		$	-		$	0		$	45,394	$	58,591,979	$	(65,040,032	)	$	(6,387,339	)

All values are in US Dollars.

Three months ended December 31, 2025

	Preferred			Preferred			Preferred			Preferred
	Stock -			Stock -			Stock -			Stock -			Common
	Series A			Series B			Series C			Series AA			Stock
	0.001			0.001			0.001			0.001			0.0001			Additional					Total
	Par Value			Par Value			Par Value			Par Value			Par Value			Paid-in		Accumulated			Stockholders’
	Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount		Capital		Deficit			Deficit
Balance at September 30, 2025		$	13,992		$	1,328		$	-		$	0		$	41,756	$	58,438,329	$	(64,534,173	)	$	(6,038,768	)
Shares issued for consulting service															200		8,825					9,025
Shares issued as compensation to directors and officers															3,300		138,600					141,900
Commitment shares issued pursuant to financings															38		2,025					2,063
Shares issued as compensation to employees															100		4,200					4,300
Net income (loss) for the three months ended December 31, 2025																			(505,860	)		(505,860	)
Balance at December 31, 2025		$	13,992		$	1,328		$	-		$	0		$	45,394	$	58,591,979	$	(65,040,032	)	$	(6,387,339	)

All values are in US Dollars.

5
Table of Contents

VISIUM TECHNOLOGIES, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

FOR THE THREE AND SIX MONTHS ENDED DECEMBER 31, 2024

(UNAUDITED)

Six months ended December 31, 2024

	Preferred			Preferred			Preferred			Preferred
	Stock -			Stock -			Stock -			Stock -			Common
	Series A			Series B			Series C			Series AA			Stock
	0.001			0.001			0.001			0.001			0.0001			Additional					Total
	Par Value			Par Value			Par Value			Par Value			Par Value			Paid-in		Accumulated			Stockholders’
	Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount		Capital		Deficit			Deficit
Balance at June 30, 2024		$	13,992		$	1,328		$	-		$	0		$	21,397	$	57,561,804	$	(62,747,490	)	$	(5,148,969	)
Shares issued as compensation to directors and officers															1,250		51,250					52,500
Shares issued for consulting services															535		22,735					23,270
Shares issued for conversion of notes payable															3,366		138,033					141,399
Net income (loss) for the six months ended December 31, 2024																			(55,164	)		(55,164	)
Balance at December 31, 2024		$	13,992		$	1,328		$	-		$	0		$	26,548	$	57,773,822	$	(62,802,654	)	$	(4,986,964	)

All values are in US Dollars.

Three months ended December 31, 2024

	Preferred			Preferred			Preferred			Preferred
	Stock -			Stock -			Stock -			Stock -			Common
	Series A			Series B			Series C			Series AA			Stock
	0.001			0.001			0.001			0.001			0.0001			Additional					Total
	Par Value			Par Value			Par Value			Par Value			Par Value			Paid-in		Accumulated			Stockholders’
	Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount		Capital		Deficit			Deficit
Balance at September 30, 2024		$	13,992		$	1,328		$	-		$	0		$	24,251	$	57,679,623	$	(62,420,874	)	$	(4,701,680	)
Shares issued for conversion of notes payable															2,297		94,199					96,496
Net income (loss) for the three months ended December 31, 2024																			(381,780	)		(381,780	)
Balance at December 31, 2024		$	13,992		$	1,328		$	-		$	0		$	26,548	$	57,773,822	$	(62,802,654	)	$	(4,986,964	)

All values are in US Dollars.

See Notes to Unaudited Consolidated Financial Statements.

6
Table of Contents

VISIUM TECHNOLOGIES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Six-months ended
	December 31,
	2025			2024
Cash flows from operating activities:
Net loss	$	(950,562	)	$	(55,164	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation		260,950			75,770
Amortization of debt discount		61,175			29,186
Gain on change in fair value of derivative liability		(1,815	)		(36,031	)
(Gain) loss on extinguishment of debt		-			(725,059	)
Changes in operating assets and liabilities:
Accounts payable and accrued expenses		48,340			77,036
Prepaid license fee		3,750			-
Accrued interest		79,969			110,365
Accrued compensation		205,500			305,650
Net cash used in operating activities		(292,693	)		(218,247	)
Cash flows from financing activities:
Proceeds from promissory notes payable		322,041			320,000
Repayment of promissory notes payable		(115,115	)		(160,080	)
Advances from officers		49,500			56,526
Net cash provided by financing activities		256,425			216,446
Net decrease in cash		(36,267	)		(1,801	)
Cash, beginning of period		60,144			8,456
Cash, end of period	$	23,877		$	6,655
Supplemental disclosures of cash flow information:
Cash paid for interest	$	18,191		$	20,007
Cash paid for income taxes	$	-		$	-
Non-cash investing and financing activities:
Issuance of common stock for conversion of notes payable, accrued interest, and fees	$	134,400		$	141,399

See Notes to Unaudited Consolidated Financial Statements.

7
Table of Contents

VISIUM TECHNOLOGIES, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2025

NOTE 1: ORGANIZATION, GOING CONCERN AND BASIS OF PRESENTATION

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 advanced data analytics and Agentic 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 data analytics cyber security visualization and automation platform operates in the  Agentic Artificial Intelligence space, with an emphasis on cyber security, as well as the Internet of Things and data analytics. Visium’s proprietary technology, TruContext^TM^ is an agentic AI platform that is highly scalable for big data analytics and cyber security use cases. 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 amounts 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.

Central to this transformation is the latest advanced version of TruContext™, Visium’s flagship platform which is now enhanced with next-generation Agentic AI capabilities. Unlike traditional AI that simply analyzes data, Agentic AI can independently reason, plan, and execute complex tasks, acting as a trusted partner to human operators. The TruContext approach solves the “Hallucination” problem which is common with traditional analytics or generic LLMs. TruContext’s unique architecture  grounds AI decisions in verifiable facts, offering the "glass box" transparency and audit trails required by highly regulated sectors like defense and utilities.

In April 2021 the Company created JAJ Advisory, LLC, a Virginia limited liability company. The LLC was established to account for non-cybersecurity-related business activities that the Company may pursue.  As of December 31, 2025 there has been no activity in this subsidiary.

Going Concern

The accompanying consolidated financial statements have been prepared on a going concern basis. For the six months ended December 31, 2025 we had a net loss of $950,562, and had net cash used in operating activities of $292,693 and negative working capital of $6,387,339. 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.

Basis of Presentation

The unaudited interim consolidated financial information furnished herein reflects all adjustments, consisting only of normal recurring items, which in the opinion of management are necessary to fairly state Visium Technologies, Inc.’s (the “Company” or “we”, “us” or “our”) financial position, results of operations and cash flows for the dates and periods presented and to make such information not misleading. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted pursuant to rules and regulations of the Securities and Exchange Commission (“SEC”), nevertheless, management of the Company believes that the disclosures herein are adequate to make the information presented not misleading.

These unaudited consolidated financial statements should be read in conjunction with the Company’s audited financial statements for the year ended June 30, 2025, contained in the Company’s Annual Report on Form 10-K filed with the SEC on October 7, 2025. The results of operations for the six months ended December 31, 2025, are not necessarily indicative of results to be expected for any other interim period or the fiscal year ending June 30, 2026.

8
Table of Contents

VISIUM TECHNOLOGIES, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2025

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Fiscal Year

The fiscal year ends on June 30. References to fiscal year 2026, for example, refer to the fiscal year ending June 30, 2026.

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

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 valuation methods, such as expected volatility, risk-free interest rate, and expected dividend rate and in the valuation allowance of deferred tax assets and derivative liability.

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 six months ended December 31, 2025 and year ended June 30, 2025.

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 December 31, 2025 and June 30, 2025, the Company did not exceed these FDIC limits.

Derivative Liabilities

The Company assessed the classification of its derivative financial instruments as of December 31, 2025 and June 30, 2025 which consist of convertible instruments and rights to shares of the Company’s common stock, and determined that such derivatives meet the criteria for liability classification under ASC 815.

ASC 815 generally provides three criteria that, if met, require companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments. These three criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument subject to the requirements of ASC 815. ASC 815 also provides an exception to this rule when the host instrument is deemed to be conventional, as described.

The Company uses judgment in determining the fair value of derivative liabilities at the date of issuance and at every balance sheet thereafter and in determining which valuation method is most appropriate for the instrument, the expected volatility, the implied risk-free interest rate, as well as the expected dividend rate, if any. The Company recorded derivative liabilities as of December 31, 2025 of $5,990.

9
Table of Contents

VISIUM TECHNOLOGIES, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2025

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES , continued

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, 2025	$	7,805
Gain on change in fair value of derivative liability		(1,815	)
Derivative liability at December 31, 2025	$	5,990

Additional Disclosures Regarding Fair Value Measurements

The carrying value of cash, accounts payable and accrued expenses, accrued compensation, notes payable and convertible promissory notes payable, approximate their fair value due to the short maturity of these items or the use of market interest rates.

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 2025 the Company’s issued convertible securities with variable conversion provisions that resulted in derivative liabilities. See discussion above under derivative liabilities that resulted in a change in derivative liability accounting.

Revenue Recognition

All revenues are recorded in accordance with ASC 606, which is recognized when: (i) a contract with a client has been identified, (ii) the performance obligation(s) in the contract have been identified, (iii) the transaction price has been determined, (iv) the transaction price has been allocated to each performance obligation in the contract, and (v) the Company has satisfied the applicable performance obligation over time.

10
Table of Contents

VISIUM TECHNOLOGIES, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2025

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES , continued

Share-Based Payments

The Company accounts for stock-based compensation in accordance with ASU 2024-07, 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.

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 December 31, 2025, the Company had not filed tax returns for the tax years ending June 30, 2008 through 2025 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.

11
Table of Contents

VISIUM TECHNOLOGIES, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2025

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES , continued

Segment Reporting

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

Recent Accounting Pronouncements

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

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 that would be as follows:

	December 31,		June 30,
	2025		2025
Weighted average common shares outstanding		411,506,831		266,703,555
Effect of dilutive securities-when applicable:
Convertible promissory notes		5,086,567		35,146,649
Preferred stock		14,793		14,793
Common stock options		2,222		2,222
Warrants		5,112,426		5,112,426
Fully diluted weighted-average number of common shares outstanding		421,722,839		306,979,645

NOTE 3: DERIVATIVE LIABILITIES

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 December 31, 2025 and June 30, 2025 using the Cox, Ross & Rubinstein Binomial Tree valuation model.

The revaluation of the warrants and convertible debt at each reporting period, as well as the charges associated with issuing additional convertible notes, and warrants with price protection features, resulted in the recognition of a gain of $1,815 and $36,031 for the six months December 31, 2025 and 2024, respectively in the Company’s consolidated statements of operations, under the caption “Gain on change of fair value of derivative liability”. The fair value of the warrants at December 31, 2025 and June 30, 2025 was $0 and $0, respectively. The fair value of the derivative liability related to the convertible debt at December 31, 2025 and June 30, 2025 is $5,990 and $7,805, respectively, which is reported on the consolidated balance sheet under the caption “Derivative liability”.  There were no conversions of these convertible notes during the six months ended December 31, 2025.

12
Table of Contents

VISIUM TECHNOLOGIES, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2025

---

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:

	Six Months Ended December 31,
	2025		2024
Effective exercise price	$	0.0028	$	0.00136
Effective market price	$	0.0058	$	0.0015
Expected volatility		188.84%	238.14-279.61%
Risk-free interest		3.67%		4.39%
Expected terms	60 days		60 days
Expected dividend rate		0%		0%

Changes in the derivative liabilities during the six months ended December 31, 2025 is follows:

Derivative liability at June 30, 2025	$	7,805
Gain on change in fair value of derivative liability	$	(1,815	)
Derivative liability at December 31, 2025	$	5,990

NOTE 4: ACCRUED INTEREST PAYABLE

Changes in accrued interest payable during the six months ended December 31, 2025 is as follows:

Accrued interest payable at June 30, 2025	$	418,044
Conversion of accrued interest into common stock		(129,659	)
Interest expense paid in cash		(18,191	)
Interest expense accrued for the six months ended December 31, 2025		98,160
Write off of accrued interest payable		-
Accrued interest payable at December 31, 2025	$	368,354

NOTE 5: CONVERTIBLE NOTES PAYABLE AND NOTES PAYABLE

Convertible Notes Payable

At December 31, 2025 and June 30, 2025 convertible debentures consisted of the following:

	December 31,		June 30,
	2025		2025
Convertible notes payable	$	179,132	$	183,873
Discount on convertible notes		-		-
Convertible notes, net	$	179,132	$	183,873

The Company had convertible promissory notes aggregating approximately $179,132  and $183,873 at December 31, 2025 and June 30, 2025, respectively. The related accrued interest amounted to approximately $127,910 and $247,563 at December 31, 2025 and June 30, 2025, 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 $121.50 per share, as a result of the two reverse stock splits. At December 31, 2025, approximately $179,132 of convertible promissory notes had matured, are in default and remain unpaid. Certain notes contain punitive default provisions that may significantly increase the amount due upon the occurrence of certain events of default. If the Company fails to pay principal or interest at maturity, the outstanding principal, accrued interest, and any unpaid amounts (the “Default Amount”) may become immediately due and payable. For certain other events of default—such as failure to deliver conversion shares, breaches of covenants, representations, bankruptcy, or failure to maintain reporting requirements—the note holder is entitled to additional penalties. Specifically, (i) in the case of a failure to deliver conversion shares, the holder may require payment of two times the Default Amount, (ii) for other specified default events, the note accelerates and becomes immediately due at one and one-half times (1.5x) the Default Amount, and (iii) in addition, the note provides for a liquidated damages fee of $2,000 per day for delays in the issuance of conversion shares, which may be added to principal and accrue interest. Upon default, the Company is also liable for all legal and collection costs incurred by the note holder. These provisions may result in substantial financial penalties and adversely impact the Company’s liquidity and capital resources in the event of default.

13
Table of Contents

---

VISIUM TECHNOLOGIES, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2025

The changes in the convertible notes payable balance are summarized below:

Convertible payable at June 30, 2025	$	183,873
Convertible notes issued during the six months ended December 31, 2025		-
Convertible notes repaid in cash		-
Conversion of convertible notes payable into common stock		(4,741	)
Convertible payable at December 31, 2025	$	179,132

For the six months ended December 31, 2025, 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
FirstFire		32,000,000	$	4,741	$	129,659	$	-	$	134,400	$	0.0042
Total		32,000,000	$	4,741	$	129,659	$	-	$	134,400	$	0.0042

In the six months ended December 31, 2025 the noteholders converted the principal and interest related to these notes at a conversion rate of $0.0042 per share.

Notes Payable

The Company had promissory notes aggregating $1,250,929 and $991,567 at December 31, 2025 and June 30, 2025, respectively. The related accrued interest amounted to approximately $240,444 and $170,481 at December 31, 2025 and June 30, 2025, respectively. The notes payable bear interest at rates ranging from 0% to 16% per annum and are payable monthly. Promissory notes totaling $785,000 have matured as of December 31, 2025, and are in default.

NOTE 6: STOCKHOLDERS’ DEFICIT

Common Stock

On September 18, 2024, the Company adopted and on October 21, 2024, filed the Articles of Amendment to its Articles of Incorporation to increase the number of authorized shares of Common Stock from 1,000,000,000 shares to 3,000,000,000 shares. The board increased the authorized shares to provide for the flexibility to raise additional capital and to execute on the business plan and potential upcoming opportunities.

At December 31, 2025, the Company had 3,000,000,000 authorized common shares.

At December 31, 2025, the Company has 453,919,861 common shares issued and outstanding.

Issuances of Common Stock During the Six Months Ended December 31, 2025

Convertible Notes Payable

During the six months ended December 31, 2025 the Company issued 32,000,000 shares of its common stock related to the conversion of $134,400 of principal and accrued interest for one of its convertible notes payable, at an average contract conversion price of $0.0042 per share.

Commitment Shares

During the six months ended December 31, 2025 the Company issued 1,125,000 shares of its common stock valued at $8,738 or an average price of $0.0078 per share, pursuant to the issuance of two promissory notes.

Stock Based Compensation

During the six months ended December 31, 2025 the Company issued 49,000,000 shares of its $0.0001 par value common stock as compensation to its directors and officers. The shares were valued at $245,900, or $0.0050 per share, based on the share price at the time of the transactions.

14
Table of Contents

VISIUM TECHNOLOGIES, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2025

---

During the six months ended December 31, 2025 the Company issued 1,000,000 shares of its $0.0001 par value common stock as compensation to employees. The shares were valued at $4,300, or $0.0043 per share.

During the six months ended December 31, 2025 the Company issued 2,250,000 shares of its $0.0001 par value common stock as compensation to a consultant. The shares were valued at $10,750, or $0.0048 per share.

Preferred Stock

Series A and B issued and outstanding shares of the Company’s convertible preferred stock have a par value of $0.001. All classes rank(ed) prior to any class or series of the Company’s common stock as to the distribution of assets upon liquidation, dissolution or winding up of the Company or as to the payment of dividends. All preferred stock shall have no voting rights except if the subject of such vote would reduce the amount payable to the holders of preferred stock upon liquidation or dissolution of the company and cancel and modify the conversion rights of the holders of preferred stock as defined in the certificate of designations of the respective series of preferred stock.

Series A Convertible Preferred Stock

The Series A Preferred Stock has a stated value of $750.00 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.

Series B Convertible Preferred Stock

Thirty million (30,000,000) shares of preferred stock were designated as a new Series B Preferred stock in April 2016. This new Series B Preferred Stock has a $0.001 par value, and each 300 shares is convertible into one share of the Company’s common stock, with a stated value of $375 per share.

Series C Convertible Preferred Stock

Thirty thousand (30,000) shares of preferred stock were designated as a new Series C Preferred stock in October 2024. 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 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 CEO, is the holder of the one share of Series AA Convertible Preferred Stock.

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.

15
Table of Contents

VISIUM TECHNOLOGIES, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2025

---

Due to the price protection features of these warrants, the Company issued 5,048,426 warrant shares in September 2022 to these warrant holders.

The Company has outstanding common stock purchase warrants that include full-ratchet anti-dilution provisions. Under these provisions, if the Company issues common stock or securities convertible into common stock at a price lower than the then-current warrant exercise price, the warrant exercise price is automatically adjusted to the lower issuance price.

The Company issued equity securities at a price below the then-current warrant exercise price of $0.0169 per share. As a result, pursuant to the full-ratchet provisions, the exercise price of 5,112,426 outstanding warrants was reduced to $0.0042 per share.

This repricing:

·         Did not change the number of warrants outstanding.

·         Reduced the weighted-average exercise price from $0.0169 to $0.0042.

·         Increased the intrinsic value of the warrants.

A summary of the status of the Company’s outstanding common stock warrants as of December 31, 2025 and changes during the fiscal year ending on that date is as follows:

	Number of		Weighted Average
	Warrants		Exercise Price
Common Stock Warrants
Balance at June 30, 2025		5,112,426	$	0.0169
Granted		-		-
Exercised		-		-
Forfeited		-		-
Effect of full-ratchet repricing		-		(0.0127	)
Warrants exercisable at December 31, 2025		5,112,426	$	0.0042

The following table summarizes information about common stock warrants outstanding at December 31, 2025:

		Warrants Outstanding					Warrants Exercisable
Range of<br><br>Exercise Price		Number<br><br>Outstanding<br><br>At December 31,<br><br>2025		Weighted<br><br>Average<br><br>Remaining<br><br>Contractual Life	Weighted<br><br>Average<br><br>Exercise<br><br>Price		Number<br><br>Exercisable<br><br>At December 31,<br><br>2025		Weighted<br><br>Average<br><br>Exercise<br><br>Price
$	0.0042		5,112,426	1.67 Years	$	0.0042		5,112,426	$	0.0042
			5,112,426	1.67 Years	$	0.0042		5,112,426	$	0.0042
16
---
Table of Contents

VISIUM TECHNOLOGIES, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2025

NOTE 7: GAIN ON DEBT WRITE-OFF

In July 2024 the Company obtained a legal opinion to extinguish aged debt totaling $725,059 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. For the six months ended December 31, 2024 the gain on extinguishment of debt was:

Accrued interest expense	$	361,559
Convertible notes payable		208,500
Promissory notes payable		155,000
Gain on extinguishment of debt for the six months ended December 31, 2024	$	725,059

NOTE 8 - STOCK-BASED COMPENSATION

The Company adopted a Stock Incentive 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 2021 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 11,852 shares at an average price of $20.25 with a fair value of $0.00. For the six months ended December 31, 2025 and 2024, the Company did not issue any options to purchase shares, respectively. Upon exercise, shares of new common stock are issued by the Company.

For the six months ended December 31, 2025 and 2024, under the 2021 Stock Incentive Plan the Company did not recognize any non-cash compensation expense (which would be 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 December 31, 2025, the Company had no 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 December 31, 2025.

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:

	Six months ended December 31,			Year ended<br><br>June 30,
	2025			2025
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 December 31, 2025 and June 30, 2025 and changes during the periods ending on that date is as follows:

			Weighted Average		Grant Date		Aggregate		Weighted<br><br>Average
			Exercise		Fair		Intrinsic		Remaining
	Shares		Price		Value		Value		Term (Yrs)
Options
At June 30, 2025		2,222	$	27.00	$	-	$	0		0.33
Granted		-		-		-		-		-
Exercised		-		-		-		-		-
Forfeiture and cancelled		-		-				-		-
At December 31, 2025		2,222	$	27.00	$	-	$	0		0.33
17
---
Table of Contents

VISIUM TECHNOLOGIES, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2025

---

The following table summarizes information about employee stock options outstanding at December 31, 2025:

						Vested Options
						Number
		Weighted		Weighted		Exercisable		Weighted		Weighted
		Averaged		Averaged		at		Averaged		Averaged
		Remaining		Exercise		December 31,		Exercise		Remaining
Range of Exercise Price		Life		Price		2025		Price		Life
27.00	2,222		0.33	$	27.00		2,222	$	27.00		0.33
Outstanding options	2,222		0.33	$	27.00		2,222	$	27.00		0.33

All values are in US Dollars.

As of December 31, 2025, the Company had approximately $0 of unrecognized pre-tax non-cash compensation expense.

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 or the vesting conditions of the award are not met. The holder of a vested restricted stock award is generally entitled at all times on and after the date of issuance of the restricted shares to exercise the rights of a shareholder of the Company, including the right to vote the shares. The value of stock awards that vest over time was established by the market price on the date of its grant. A summary of the Company’s restricted stock activity for the six months ended December 31, 2025 is presented in the following table:

	For the six months ended
	December 31, 2025
				Weighted
				Average
				Grant Date
	Shares			Fair Value
Unvested at June 30, 2025		-		$	-
Granted		52,250,000			0.0065
Forfeited		-			-
Vested		(52,250,000	)		0.0065
Unvested at December 31, 2025		-		$	-

As of December 31, 2025 the Company had no unrecognized pre-tax non-cash compensation expense.

NOTE 9: RELATED PARTY TRANSACTIONS

Equity transactions with related parties are described in Note 6.

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. At December 31, 2025 there was $327,359 outstanding of such advances made to the Company.

18
Table of Contents

VISIUM TECHNOLOGIES, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2025

NOTE 10 - ACCRUED PAYROLL

Accrued payroll consist of the following at:

	December 31		June 30
	2025		2025
Accrued Payroll - officers	$	1,457,396	$	1,385,395
Accrued payroll - staff		1,304,533		1,171,033
	$	2,761,929	$	2,556,428

NOTE 11: COMMITMENTS AND CONTINGENCIES

Operating Leases

The Company operates virtually, with no office space rented. The Company has no future minimum annual payments under non-cancelable operating leases at December 31, 2025.

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 December 31, 2025, and based on the assessment there are no probable loss contingencies requiring accrual or disclosures within its financial statements.

License Contingent Consideration

Our license agreements with The MITRE Corporation include provisions for a royalty payment on revenues collected of 6%. As of December 31, 2025, we have not generated any revenue related to these license agreements.

Legal Claims

The Company is subject to litigation, claims, investigations, and audits arising from time to time in the ordinary course of business. Although legal proceedings are inherently unpredictable, the Company believes that it has valid defenses with respect to any matters currently pending against the Company and intends to defend itself vigorously. The outcome of these matters, individually and in the aggregate, is not expected to have a material impact on the Company’s cash flows, results of operations, or financial position.

NOTE 12 – FAIR VALUE MEASUREMENT

Fair value measurements

At December 31, 2025 and June 30, 2025, 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 December 31, 2025 the estimated fair values of the liabilities measured on a recurring basis are as follows:

	Fair Value Measurements at
	December 31, 2025:
	(Level 1)		(Level 2)		(Level 3)
Derivative liability – Convertible notes	$	-	$	-	$	5,990
Total derivative liability	$	-	$	-	$	5,990
19
---
Table of Contents

VISIUM TECHNOLOGIES, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2025

NOTE 13: SUBSEQUENT EVENTS

On January 8, 2026 the Company entered into a Securities Purchase Agreement with an investor (the "Buyer"), pursuant to which the Company issued and sold a secured promissory note (the "Note") in the aggregate principal amount of $60,000, including $10,000 of original issue discount, for a purchase price of $50,000. The Note matures on January 8, 2027, and interest accrues at 15% per annum. Repayment is due at maturity and there is no prepayment penalty.  The Company issued 500,000 shares of its common stock as commitment shares related to this financing transaction, valued at $3,350 or $0.0067 per share which was the market price at the time of the transaction.

The Note and related securities were issued in reliance on the exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506(b) of Regulation D, and have not been registered under the Securities Act or state securities laws.

On January 16, 2026 the Company entered into a Securities Purchase Agreement with an investor (the "Buyer"), pursuant to which the Company issued and sold a secured promissory note (the "Note") in the aggregate principal amount of $27,500, including $2,500 of original issue discount, for a purchase price of $25,000. The Note is paid back in monthly installments of principal  and interest of $3,850 and matures on September 13, 2026. Interest accrues at 15% per annum. Repayment is due at maturity and there is no prepayment penalty.  The Company issued 1,000,000 shares of its common stock as commitment shares related to this financing transaction, valued at $6,700 or $0.0067 per share which was the market price at the time of the transaction.

The Note and related securities were issued in reliance on the exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506(b) of Regulation D, and have not been registered under the Securities Act or state securities laws.

On January 27, 2026 the Company entered into a Securities Purchase Agreement with an investor (the "Buyer"), pursuant to which the Company issued and sold a secured promissory note (the "Note") in the aggregate principal amount of $18,000. The Note matures on January 27, 2027, and interest accrues at 15% per annum. Repayment is due at maturity and there is no prepayment penalty.

The Note and related securities were issued in reliance on the exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506(b) of Regulation D, and have not been registered under the Securities Act or state securities laws.

20
Table of Contents

ITEM 2. Management’s Discussion and Analysis and Results of Operations

The following discussion of our financial condition and results of operations should be read in conjunction with the financial statements and related notes included elsewhere in this report. Certain statements in this discussion and elsewhere in this report constitute forward-looking statements. See “Cautionary Statement Regarding Forward Looking Information” elsewhere in this report. Because this discussion involves risk and uncertainties, our actual results may differ materially from those anticipated in these forward-looking statements*.***

Overview

Visium Technologies, Inc. (“Visium”) 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 brought in a new management team and changed its name to Visium Technologies, Inc.

Business Transformation and Strategic Pivot

Over the past 18 months, Visium Technologies has undergone a comprehensive transformation from a traditional cybersecurity solutions provider into a pure-play agentic AI company serving defense, critical infrastructure, and government sectors globally. This strategic pivot positions the Company at the forefront of the rapidly expanding agentic AI market, which is projected to reach $1.3 trillion by 2030.

Visium is now a global provider of agentic artificial intelligence solutions for cybersecurity, public safety, and critical infrastructure protection. The Company delivers mission-critical intelligence through its flagship TruContext™ platform and expanded product suite, which includes Tru-InSight™ for AI-powered video intelligence and TruTrack™ for IoT asset tracking and monitoring.

The Company's technology foundation originated from a March 2019 software license agreement with MITRE Corporation for CyGraph, a patented military-grade technology for cyber warfare analytics, visualization, and knowledge management. CyGraph, developed with sponsorship from the U.S. Army and currently deployed by U.S. Army Cyber Command, provides advanced analytics for cybersecurity situational awareness that is scalable, flexible, and comprehensive.

Visium completed extensive proprietary development to commercialize CyGraph as TruContext™, transforming it into an agentic AI platform that eliminates hallucinations and delivers verifiable, actionable intelligence. Key enhancements included developing native cloud architecture, implementing multi-user and multi-tenant capabilities, creating an intuitive graph-based user interface, and integrating advanced agentic AI capabilities that enable autonomous threat detection, response, and remediation.

TruContext™ Agentic AI Platform

TruContext™ represents the next generation of cybersecurity and intelligence platforms, powered by agentic AI that operates autonomously to detect, analyze, and respond to threats in real-time. Unlike traditional AI systems that require constant human oversight, TruContext™'s agentic capabilities enable it to:

·	Autonomously monitor and analyze massive data streams across network environments, identifying anomalies and threats without human intervention
·	Execute automated response protocols when threats are detected, reducing response time from hours to seconds
·	Continuously learn and adapt to evolving threat landscapes through advanced machine learning algorithms
·	Correlate signals across disparate systems to provide comprehensive situational awareness
·	Operate transparently with full explainability, eliminating the "black box" problem common in AI systems

The platform leverages graph database technology to visualize and analyze highly connected data in real-time, providing security analysts and decision-makers with contextualized intelligence that enables immediate, informed action. TruContext™ ingests data from any source, unifies fragmented security information across siloed systems, and presents comprehensive visualizations that allow analysts to intuitively understand their security posture at a glance.

TruContext™'s agentic AI architecture addresses critical market needs by eliminating false positives, prioritizing genuine threats, and automating previously manual security operations tasks. This enables security teams to focus on strategic initiatives rather than routine monitoring and analysis. The platform's no-code interface empowers business users to engage with complex security data, perform sophisticated analysis, and generate actionable insights without requiring technical specialists.

21
Table of Contents

Expanded Product Portfolio

In September 2025, Visium launched Tru-InSight™, an AI-powered cloud-native video intelligence module that transforms existing camera networks and video management systems from passive recording tools into proactive intelligence networks. Tru-InSight™ ingests video events and snapshots from virtually any camera or VMS through webhook connectors, lightweight adapters, or standard integrations, enabling enterprises and government agencies to anticipate and mitigate threats before they escalate—without costly infrastructure replacement.

Tru-InSight™ features include:

·	The Unified Intelligence Whiteboard for real-time collaboration and data visualization
·	Predictive analytics and behavioral analysis for proactive threat identification
·	Anomaly detection across video surveillance networks
·	Integration with IREX.AI's Searchveillance™ technology for facial recognition and license plate detection
·	Open architecture design enabling deployment across smart cities, retail, critical infrastructure, educational institutions, and public safety operations

The Company's TruTrack™ solution provides IoT-based asset tracking and environmental monitoring for insurance, logistics, fuel distribution, and industrial applications. TruTrack™ leverages the TruContext™ Graph Analytics Platform to deliver real-time asset visibility, route optimization, fraud prevention, and predictive maintenance capabilities.

Use Cases and Applications

TruContext™ and the expanded product suite address critical needs across multiple sectors:

Cybersecurity and Critical Infrastructure: The platform provides real-time threat intelligence, forensics, and root cause analysis for IT/OT environments. Organizations facing sophisticated cyber threats can deploy TruContext™ to detect breaches that might otherwise go unnoticed for months. For example, attacks similar to the SolarWinds breach (which went undetected for 14 months) would be quickly identified and remediated through TruContext™'s real-time network analysis and agentic threat response capabilities.

TruContext™ enables proactive threat hunting, using the MITRE ATT&CK® framework and open-source intelligence to identify malicious activity beyond physical network boundaries. When sensitive data exfiltration occurs, the platform automatically identifies the activity, traces the attack path, and provides alerts with full context for immediate remediation.

Public Safety and Law Enforcement: Through Tru-InSight™, law enforcement agencies can analyze highly connected data in real-time from multiple sources, making rapid connections between persons, objects, locations, and events using the POLE (Person, Object, Location, Event) model. This generates insights into patterns, behaviors, and incidents that enable proactive crime prevention rather than reactive investigation.

Smart Cities and Government Operations: Visium's integrated platform provides municipal governments and national agencies with comprehensive situational awareness across public safety, transportation, critical infrastructure, and emergency response systems. The agentic AI capabilities enable automated coordination across multiple agencies and systems during crisis events.

Enterprise Security Operations: Organizations deploy TruContext™ to unify their security technology stack, eliminating data silos created by disparate point solutions. The platform ingests data from existing security tools and provides comprehensive visualization and automated analysis, significantly improving security analyst productivity while reducing complexity and operational costs.

According to CrowdStrike research, the average time from breach to harm caused by threat actors is 75 minutes, making real-time threat identification and automated response capabilities critically important. TruContext™'s agentic AI architecture addresses this challenge by continuously monitoring network environments and executing immediate response protocols when threats are detected.

Revenue Model and Market Strategy

Visium generates revenue through three primary channels:

1.	Enterprise and Government Licensing: The Company provides virtual appliance and SaaS-based licensing models, with pricing based on network environment size, number of nodes (TruContext™ Identifiers), and feature sets. Annual seat licenses for federal government deployments and recurring monthly SaaS fees for commercial and international government clients provide predictable recurring revenue streams.
2.	Professional Services: Visium delivers IT infrastructure, cybersecurity integration, and implementation services through service contracts. These engagements include data science services, custom analytics development, system integration, and ongoing support for TruContext™, Tru-InSight™, and TruTrack™ deployments.
3.	Infrastructure Projects: The Company serves as systems integrator and cybersecurity provider for large-scale digital infrastructure projects, including national data centers, smart city deployments, and critical infrastructure protection programs.
22
---
Table of Contents

Strategic Contracts and Market Position

The Company has established a strong foundation for growth in emerging markets across South America and Africa, securing multi-year contracts that demonstrate the commercial viability of its agentic AI platform:

West Africa - National Data Center Cybersecurity: In November 2023, through its partnership with Cybastion Institute of Technology, Visium secured a contract valued at over $20 million as part of the U.S. Export-Import Bank's (EXIM) $100+ million financing initiative for Africa's digital infrastructure development. The project encompasses cybersecurity integration and systems management for national data centers in Côte d'Ivoire and Benin, including data center architecture and design, power and civil engineering, network topology, vendor management, and comprehensive security stack solutions powered by TruContext™. EXIM provided a $66 million guarantee for Côte d'Ivoire's national data center and a $47 million guarantee for digitalization of government ministries.

Peru - AI-Powered Public Safety: Through partnership with IREX.AI, Visium is working with the Peruvian National Police (PNP) on a multi-year project deploying Tru-InSight™ for AI-driven situational awareness across municipal public safety operations. The initial engagement includes a two-year contract with an option for three additional years. The deployment combines video surveillance with intelligent analytics for threat identification and response across 50,000+ cameras deployed throughout 25 regions.

Democratic Republic of Congo - National Infrastructure: The Company is pursuing opportunities for comprehensive digital infrastructure and addressing system projects, including national mapping initiatives and critical infrastructure protection programs.

These strategic opportunities establish proof points for Visium's technology and promise to create recurring revenue streams while demonstrating the platform's applicability across diverse use cases and geographic markets.

Partnership Ecosystem

Visium leverages strategic partnerships to accelerate market penetration and enhance platform capabilities:

Technology Partnerships: The Company maintains alliances with technology providers focused on security analytics, network and infrastructure security, threat platforms, orchestration, and automation. These partnerships enable integration of TruContext™ with complementary security tools and extend the platform's reach through partner distribution channels.

Key partnerships include:

·	IREX.AI: Joint development and deployment of Tru-InSight™ video intelligence solutions, including integration with Searchveillance™ facial recognition technology
·	Cybastion Institute of Technology: Strategic partner for African digital infrastructure projects and systems integration services
·	Pro-Profit Consulting, SA: Market development and deployment partner for Angola and Southern African markets
·	GB Group Global: Partnership supporting representation at international business summits and market development activities
·	True Photonic: Development partnership for TruContext Photon™, an AI-native platform for pure photonic computing environments targeting late 2026 pilot deployments

Government and Export Finance Support: Visium benefits from U.S. government support for technology exports to emerging markets through EXIM Bank financing programs. These programs provide competitive advantages when pursuing large-scale international infrastructure projects.

Visium relies on third-party data center facilities to host cloud-based product offerings and licenses certain commercial and open-source software components that are integrated with its solutions. The Company maintains relationships with cloud infrastructure providers to ensure global availability and performance of its SaaS offerings.

Technology Infrastructure and Competitive Advantages

Visium's competitive positioning is based on several key differentiators:

Agentic AI Architecture: Unlike traditional cybersecurity tools that require extensive human analysis and intervention, TruContext™'s agentic capabilities enable autonomous operation, dramatically reducing response times and analyst workload while improving detection accuracy.

Transparent and Explainable AI: The platform eliminates the "black box" problem common in AI systems by providing full visibility into decision-making processes. This transparency is critical for defense, critical infrastructure, and government applications where explainability and auditability are mandatory requirements.

Graph-Based Analytics: The underlying graph database technology enables visualization and analysis of highly connected data that is impossible to comprehend using traditional relational databases or SIEM tools. This provides security analysts with intuitive understanding of complex network relationships and attack patterns.

23
Table of Contents

Platform Integration: TruContext™'s ability to ingest data from any source and unify information across disparate security tools addresses a critical market need. Organizations typically deploy 20-50 security point solutions that create data silos; TruContext™ eliminates these silos by providing a comprehensive analytics layer across the entire security stack.

No-Code Interface: The platform's intuitive GUI enables business users and security analysts to perform sophisticated queries, create custom visualizations, and generate reports without coding or database expertise. This democratizes access to advanced analytics capabilities.

Emerging Market Focus: Visium's strategic focus on underserved emerging markets in Africa, South America, and other regions provides access to high-growth opportunities with reduced competition compared to saturated North American and European markets.

Competition

The markets for cybersecurity and AI solutions are highly competitive and fragmented. The Company faces competition from established enterprise security vendors, emerging AI security startups, and cloud platform providers:

Enterprise Security Vendors: Large security companies such as Palo Alto Networks, Splunk Inc., CrowdStrike, and McAfee, LLC offer comprehensive security suites that may include capabilities that compete with certain TruContext™ features. However, these vendors typically do not offer the graph-based analytics and agentic AI capabilities that differentiate TruContext™.

SIEM and Analytics Platforms: Security Information and Event Management (SIEM) vendors provide log aggregation and analysis capabilities that address some of the same use cases as TruContext™. However, traditional SIEM solutions lack the real-time graph-based visualization and agentic automation capabilities of TruContext™.

AI and Machine Learning Security Tools: Emerging vendors are incorporating AI and machine learning into security products for threat detection and automated response. Visium differentiates through its transparent, explainable agentic AI architecture and comprehensive platform approach versus point solutions.

Video Intelligence and Physical Security: In the video intelligence market, Tru-InSight™ competes with traditional video management systems, analytics overlays, and specialized AI video analysis tools. The platform's differentiation comes from integration with the broader TruContext™ ecosystem and its ability to correlate video intelligence with cybersecurity, IoT, and other data sources.

Cloud and Identity Providers: Large cloud platforms such as Amazon Web Services, Microsoft Azure, and Google Cloud Platform provide native security tools and identity management services that may compete for customer budgets. Additionally, identity and access management vendors such as Okta and business intelligence platforms such as Tableau compete in adjacent market segments.

Competitive pressures may result in price reductions, reduced margins, loss of market share, inability to gain market share, and declining sales, any of which could materially impact the Company's business, financial condition, results of operations, and cash flows. The Company addresses competitive threats through continuous innovation, strategic partnerships, focus on underserved markets, and differentiation based on its unique agentic AI capabilities and government heritage.

Market Opportunity

The global market for AI-powered cybersecurity solutions is experiencing rapid growth driven by increasing cyber threats, expanding attack surfaces, shortage of cybersecurity professionals, and regulatory requirements for enhanced security controls. Industry analysts project the agentic AI market to reach $1.3 trillion by 2030, representing significant expansion opportunity for platforms that can deliver autonomous, transparent, and verifiable intelligence.

Emerging markets in Africa, South America, Asia, and the Middle East represent particularly attractive opportunities as these regions invest heavily in digital infrastructure, smart cities, and government modernization programs. These markets often lack established legacy security infrastructure, creating opportunities for modern, cloud-native solutions like TruContext™ to become the foundation for national cybersecurity and public safety programs.

The Company's strategic focus on government contracts, critical infrastructure projects, and large-scale deployments in emerging markets positions it to capture significant market share in high-growth segments with long contract durations and recurring revenue characteristics.

Forward-Looking Strategy

Visium's strategic objectives include:

·	Expanding the agentic AI capabilities of TruContext™ to address broader use cases beyond cybersecurity, including fraud detection, supply chain analytics, healthcare analytics, and compliance monitoring
·	Accelerating revenue growth through execution of existing contracts in Peru and West Africa while pursuing additional opportunities in underserved international markets
·	Developing the next generation TruContext Photon™ platform for photonic computing environments to deliver unprecedented performance and energy efficiency
·	Expanding the partner ecosystem to include additional technology alliances, reseller channels, and system integrators
·	Pursuing strategic acquisitions or partnerships that enhance platform capabilities or accelerate market penetration
·	Investing in sales and marketing infrastructure to support commercial expansion in enterprise and government sectors
24
---
Table of Contents

The Company's transformation into a pure-play agentic AI company positions it to capitalize on the convergence of artificial intelligence, cybersecurity, and critical infrastructure protection. As organizations worldwide face increasingly sophisticated threats and complexity in their security operations, Visium's platform provides a differentiated solution that automates threat detection and response while maintaining the transparency and explainability required for mission-critical applications.

Employees

As of December 31, 2025, we had five (5) full time employees.

Available Information

All reports of the Company filed with the SEC are available free of charge through the SEC’s website at www.sec.gov. In addition, the public may read and copy materials filed by the Company at the SEC’s Public Reference Room located at 100 F Street, N.E., Washington, D.C. 20549. The public may also obtain additional information on the operation of the Public Reference Room by calling the Commission at 1-800-SEC-0330.

Our principal offices are located at 4094 Majestic Lane, Suite 360, Fairfax, Virginia 22033. Our telephone number is (703) 273-0383.

Our common stock is quoted on the OTC Pink under the symbol “VISM.”

25
Table of Contents

VISIUM TECHNOLOGIES, INC.

RESULTS OF OPERATIONS

Three- and Six-Month Periods Ended December 31, 2025 and 2024

	Three Months Ended						Six Months Ended
	December 31,						December 31,
	2025			2024			2025			2024
Operating expenses:
Selling, general and administrative	$	421,789		$	280,483		$	791,412		$	650,948
Development expense		-			75			-			75
Total Operating Expenses		421,789			280,558			791,412			651,023
Loss from Operations		(421,789	)		(280,558	)		(791,412	)		(651,023	)
Other income (expenses):
Gain on change in fair value of derivative liabilities		(781	)		9,921			1,815			36,031
Gain (loss) on extinguishment of debt		-			-			-			725,059
Interest expense		(83,290	)		(111,143	)		(160,965	)		(165,231	)
Total other income (expenses)		(84,071	)		(101,222	)		(159,150	)		595,859
Net loss	$	(505,860	)	$	(381,780	)	$	(950,562	)	$	(55,164	)

Selling, General, and Administrative Expenses

Six Month Period Ended December 31, 2025

For the six months ended December 31, 2025, selling, general and administrative expenses were $791,412 as compared to $650,948 for the six months ended December 31, 2024. For the six-month periods ended December 31, 2025 and 2024 selling, general and administrative expenses consisted of the following:

	Six Months Ended
	December 31,				Increase/
	2025		2024		Decrease			% Change
Accounting expense	$	28,680	$	34,707	$	(6,027	)		(17.4	)%
Consulting fees		60,000		60,000		-			0.0	)%
Salaries		401,904		448,661		(46,757	)		(10.4	)%
Legal and professional fees		21,000		21,000		-			0.0	)%
Travel expense		640		154		486			315.6	%
Occupancy expense		25		82		(57	)		(69.5	)%
Telephone expense		2,570		2,463		107			4.4	%
Website expense		816		696		120			17.2	%
Investor relations expense		2,500		-		2,500			N/A
Stock based consulting expense		4,300		23,270		(18,970	)		(81.5	)%
Stock based compensation		256,650		52,500		204,150			388.9	%
Other		12,327		7,415		4,912			66.2	%
	$	791,412	$	650,948	$	140,464			21.6	%

The increase in selling, general and administrative expenses of $140,464 during fiscal 2025, when compared with the prior year, is primarily due to an increase in stock-based compensation of $204,150 and higher travel expenses of $486, offset by a decrease in stock-based consulting expense of $18,970, lower salary expense of $46,757, and lower accounting expense of $6,027.

We believe that our selling, general, and administrative expenses will be lower over the rest of the current fiscal year, driven by an anticipated decrease in stock-based compensation expense, offset by an increase in expenses related to greater business activity over the remainder of fiscal 2026.

26
Table of Contents

Development Expense

	Six-Months Ended
	December 31,				%
	2025		2024		Change
Development expense	$	-	$	75		(100.0	)%

Development expense represents the expense to further enhance and commercialize our products.

Change in Fair Value of Derivative Liabilities

	Six-Months Ended
	December 31,				%
	2025		2024		Change
Gain (loss) on change in fair value of derivative liabilities	$	1,815	$	36,031		(95.0	)%

The change 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 driven by the change in the per share price of the Company’s common stock.

Interest Expense

	Six-Months Ended
	December 31,				%
	2025		2024		Change
Interest expense	$	160,965	$	165,231		(2.6	)%

Interest expense represents stated interest of notes and convertible notes payable as well as amortization of debt discount. Interest expense is lower for the six months ended December 31, 2025 due to lower debt discount amortization of $27,519, offset by higher interest expense of $23,253 as compared to the prior year period.

Gain (loss) on extinguishment of debt

	Six-Months Ended
	December 31,				%
	2025		2024		Change
Gain (loss) on extinguishment of debt	$	-	$	725,059		(100	)%

In July 2024 the Company obtained a legal opinion to extinguish aged debt totaling $725,059 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. For the six months ended December 31, 2024 the gain on extinguishment of debt was:

Accrued interest expense	$	361,559
Convertible notes payable		208,500
Promissory notes payable		155,000
Gain on extinguishment of debt for the six months ended December 31, 2024	$	725,059

Three Month Period Ended December 31, 2025

For the three months ended December 31, 2025, selling, general and administrative expenses were $421,789 as compared to $280,483 for the three months ended December 31, 2024. For the three months ended December 31, 2025 and 2024 selling, general and administrative expenses consisted of the following:

	Three Months Ended
	December 31,				Increase/
	2025		2024		Decrease			% Change
Accounting expense	$	12,498	$	9,801	$	2,697			27	%
Consulting fees		30,000		30,000		-		-		%
Salaries		201,803		225,486		(23,683	)		(10	)%
Legal and professional fees		10,500		10,500		-		-		%
Travel expense		151		154		(3	)		(1	)%
Occupancy expense		25		85		(60	)		(71	)%
Telephone expense		1,225		1,121		104			9	%
Investor relations expense		2,500		-		2,500			N/A
Website expense		732		696		36			5	%
Stock based consulting expense		2,575		-		2,575			N/A
Stock based compensation		152,650		-		152,650			N/A
Other		7,130		2,640		4,490			170	%
	$	421,789	$	280,483	$	141,306			50	%
27
---
Table of Contents

The increase in selling, general and administrative expenses of $141,306 for the three months ended December 31, 2025, when compared with the prior year period, is primarily due to an increase in stock-based compensation expense of $152,650, offset by a decrease in salary expense of $23,683.

Development Expense

	Three-Months Ended
	December 31,				%
	2025		2024		Change
Development expense	$	-	$	75		(100.0	)%

Change in Fair Value of Derivative Liabilities

	Three-Months Ended
	December 31,					%
	2025			2024		Change
Gain loss on change in fair value of derivative liabilities	$	(781	)	$	9,921		(107.9	)%

The change 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 driven by the change in the per share price of the Company’s common stock.

Interest Expense

	Three-Months Ended
	December 31,				%
	2025		2024		Change
Interest expense	$	83,290	$	111,143		(25.1	)%

Interest expense represents stated interest of notes and convertible notes payable as well as amortization of debt discount. Interest expense is lower for the three months ended December 31, 2025 due to lower debt discount amortization as compared to the prior year period.

Liquidity and Capital Resources

	Balance at
	December 31,		June 30,
	2025		2025
Cash	$	23,877	$	60,144
Accounts payable and accrued expenses		1,521,273		1,472,933
Accrued compensation		2,761,929		2,556,428
Notes, convertible notes, and accrued interest payable	$	1,798,416	$	1,593,484

At December 31, 2025 and June 30, 2025, our total assets consisted of cash and prepaid license fees.

We do not have any material commitments for capital expenditures.

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. Our primary sources are financing activities such as the issuance of notes payable and convertible notes payable. In the past, we have mostly relied on debt and equity financing to provide for our operating needs.

As of December 31, 2025, Visium Technologies, Inc. had cash of $23,877 compared with $60,144 at June 30, 2025. Working capital was a deficit of approximately $6.39 million at December 31, 2025 compared with a deficit of approximately $5.84 million at June 30, 2025.

The Company has historically financed its operations primarily through the issuance of debt and equity securities and advances from officers and directors.

Management believes existing cash resources are not sufficient to fund operations for the next twelve months without additional financing.

28
Table of Contents

The Company expects to require additional capital to:

·         Fund operating expenses

·         Satisfy matured debt obligations

·         Support commercialization of the TruContext™ platform

·         Maintain SEC reporting and public company compliance costs

Management estimates that the Company requires approximately $180,000 annually to maintain basic public company reporting obligations, excluding operating growth initiatives.

Capital Raising Activities

During the six months ended December 31, 2025, the Company raised $322,042 through promissory note issuances and $49,500 through advances from officers.

Management is currently pursuing additional financing through:

·         Private placements of common stock

·         Promissory note financings

·         Strategic partnerships and customer prepayments

There are no binding commitments for additional financing as of the date of this filing.

Liquidity Outlook

Based on current cash balances and projected operating expenses, the Company expects existing cash to fund operations only for a limited period unless additional financing is obtained.

The Company’s ability to continue operations is dependent on:

·         Raising additional capital

·         Generating revenue from customer deployments

·         Restructuring outstanding debt obligations

There can be no assurance that such financing will be available on acceptable terms, or at all.

Going Concern

The accompanying financial statements have been prepared on a going concern basis. The Company has used net cash in its operating activities of $292,693 and $218,247 during the six-month periods ended December 31, 2025 and 2024, respectively, and has a working capital deficit of approximately $6.39 million and $5.84 million at December 31, 2025 and June 30, 2025, respectively. 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 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.

Six months ended December 31, 2025

Net cash used in operations during the six months ended December 31, 2025 increased by $74,446 or 34% over the same period during fiscal year 2024. The cash provided by financing was obtained through advances from directors totaling $49,500 and the issuance of promissory notes that netted the Company $322,041 during the six months ended December 31, 2025.

Six months ended December 31, 2024

Net cash used in operations during the six months ended December 31, 2024 decreased by $48,961 or about 18% from the same period during fiscal year 2023. The cash provided by financing was obtained through advances from directors totaling $56,526, the issuance of promissory notes that netted the Company $320,000 during the six months ended December 31, 2024.

Capital Raising Transactions

During the six months ending December 31, 2025 we generated net proceeds of $322,041 from the issuance of seven promissory notes.

Other outstanding obligations at December 31, 2025

Convertible Notes Payable

The Company had convertible promissory notes aggregating $179,132 outstanding at December 31, 2025. The accrued interest amounted to approximately $127,910 as of December 31, 2025. 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. At December 31, 2025, $179,132 of the convertible promissory notes have matured and are in default.

Notes Payable

The Company had promissory notes aggregating $1,250,929 at December 31, 2025. The related accrued interest amounted to approximately $240,444 at December 31, 2025. The Notes Payable bear interest at rates ranging between 0% and 18% per annum. Interest is generally payable at maturity of the note. At December 31, 2025, $785,000 of the promissory notes have matured and are in default.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not applicable to a smaller reporting company.

29
Table of Contents

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

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 December 31, 2025. 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 December 31, 2025, 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 consisted 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, which 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 and Chief Financial Officer, concluded that our internal control over financial reporting was not effective as of December 31, 2025.

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

During the quarter ended December 31, 2025, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

30
Table of Contents

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

At December 31, 2025 the Company is not the subject of, or party to, any pending or threatened, material legal actions.

From time to time, we may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business.

Item 1A. Risk Factors.

In addition to the other information set forth in this report, you should carefully consider the factors discussed under the heading “Risk Factors” in our Annual Report on Form 10-K filed on October 7, 2025, which could materially affect our business operations, financial condition or future results. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business operations and/or financial condition. There have been no material changes to our risk factors since the filing of our Form 10-K.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Convertible Notes Payable

During the six months ended December 31, 2025 the Company issued 32,000,000 shares of its common stock related to the conversion of $134,400 of principal and accrued interest for one of its convertible notes payable, at an average contract conversion price of $0.0042 per share.

Stock Based Compensation

During the six months ended December 31, 2025 the Company issued 49,000,000 shares of its $0.0001 par value common stock as compensation to its directors and officers. The shares were valued at $245,90, or $0.005 per share, based on the share price at the time of the transactions.

During the six months ended December 31, 2025 2,250,000 shares of its $0.0001 par value common stock vested to consultants, as compensation under consulting agreements. The shares were valued at $10,750, or $0.0048 per share.

During the six months ended December 31, 2025 1,000,000 shares of its $0.0001 par value common stock vested to employees as compensation. The shares were valued at $4,300, or $0.0043 per share.

During the six months ended December 31, 2025 1,125,000 shares of its $0.0001 par value common stock vested as commitment shares pursuant to the issuance of promissory notes. The shares were valued at $8,738, or $0.0078 per share.

Item 3. Defaults Upon Senior Securities.

None

Item 4. Mine Safety Disclosures.

Not applicable to our operations.

Item 5. Other Information.

None

Item 6. Exhibits

31.1	Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 *
31.2	Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 *
32.1	Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 *
32.2	Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 *
*	Filed herewith.
---	---
31
---
Table of Contents

SIGNATURES

Pursuant to the requirements 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 B. Lucky
February 20, 2026		Mark B. Lucky
		CEO, principal executive officer
	By:	/S/ Mark Lucky
February 20, 2026		Mark Lucky
		CFO, principal accounting officer
32
---

vism_ex311.htm EXHIBIT 31.1

Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Mark Lucky, certify that:

1.	I have reviewed this Form 10-Q of Visium Technologies, Inc. for the quarter ended December 31, 2025;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;
4.	The small business issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small business issuer and have:

(a)	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	evaluated the effectiveness of the small business issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(c)	disclosed in this report any change in the small business issuer’s internal control over financial reporting that occurred during the small business issuer’s most recent fiscal quarter (the small business issuer’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer’s internal control over financial reporting.

5.	The small business issuer’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer’s auditors and the audit committee of the small business issuer’s board of directors (or persons performing the equivalent functions):

(a)	all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer’s ability to record, process, summarize and report financial information; and
(b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer’s internal control over financial reporting.

Date: February 20, 2026

By:	/s/ Mark Lucky

| | Mark Lucky |

| | CEO, principal executive officer |

vism_ex312.htm EXHIBIT 31.2

Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Mark Lucky, certify that:

1.	I have reviewed this Form 10-Q of Visium Technologies, Inc. for the quarter ended December 31, 2025;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;
4.	The small business issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small business issuer and have:

(a)	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	evaluated the effectiveness of the small business issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(c)	disclosed in this report any change in the small business issuer’s internal control over financial reporting that occurred during the small business issuer’s most recent fiscal quarter (the small business issuer’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer’s internal control over financial reporting.

5.	The small business issuer’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer’s auditors and the audit committee of the small business issuer’s board of directors (or persons performing the equivalent functions):

(a)	all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer’s ability to record, process, summarize and report financial information; and
(b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer’s internal control over financial reporting.

Date: February 20, 2026

By:	/s/ Mark Lucky

| | Mark Lucky |

| | Chief Financial Officer, principal financial and accounting officer |

vism_ex312.htm EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Visium Technologies, Inc. on Form 10-Q for the quarter ended December 31, 2025 as filed with the Securities and Exchange Commission on the date hereof, I, Mark Lucky, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that:

1.	The Report complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.	The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

February 20, 2026

By:	/s/ Mark Lucky

| | Mark Lucky |

| | CEO, principal executive officer |

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement has been provided to the company and will be retained by the company and furnished to the Securities and Exchange Commission or its staff upon request.

vism_ex322.htm EXHIBIT 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Visium Technologies, Inc. on Form 10-Q for the quarter ended December 31, 2025 as filed with the Securities and Exchange Commission on the date hereof, I, Mark Lucky, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that:

1.	The Report complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.	The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

February 20, 2026

By:	/s/ Mark Lucky

| | Mark Lucky |

| | Chief Financial Officer, principal financial and accounting officer |

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement has been provided to the company and will be retained by the company and furnished to the Securities and Exchange Commission or its staff upon request.