Visium Technologies, Inc 10-K for FY2026
Visium Technologies, Inc. (VISM)
About this 10-K
Visium Technologies, Inc filed this 10-K on October 13, 2026, covering the fiscal year ended June 30, 2026 (FY2026).
Visium reported net income of $856,102 for fiscal 2026, helped by a $2,923,004 gain on debt extinguishment, but ended June 30, 2026 with $22,212 cash, a $1,951,292 working capital deficit, and substantial doubt about continuing as a going concern. AI summary
Headline figures
Fiscal year ended June 30, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $0
- compared with $0 a year earlier
- Net income
- $856.1K
- compared with a net loss of $1.34M a year earlier
- Diluted EPS
- $0.00
- compared with -$0.01 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended
or
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
(Exact Name of Registrant as specified in its Charter) |
| 7371 |
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(State or other jurisdiction of incorporation or organization) |
| (Primary Standard Industrial Classification Number) |
| (I.R.S. Employer Identification Number) |
(Address of Principal Executive Office)(Zip Code)
(
(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 |
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Securities registered pursuant to Section 12(g) of the Act: Common Stock, par value $0.0001
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐
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 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.
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).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions 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 | ☐ |
☒ | Smaller reporting company | ||
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| 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. ☐
Auditor Name:
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act by the registered public accounting firm that prepared or issued its audit report.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
The aggregate market value, as of December 31, 2025, of common stock held by non-affiliates of the registrant was $
The number of the registrant’s shares of Common Stock outstanding as of October 13, 2026:
DOCUMENTS INCORPORATED BY REFERENCE: None.
In this Annual Report on Form 10-K, the terms the “Company,” “Visium,” “we,” “us” or “our” refers to Visium Technologies, Inc., unless the context indicates otherwise.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
CERTAIN STATEMENTS IN THIS ANNUAL REPORT CONTAIN OR MAY CONTAIN FORWARD-LOOKING STATEMENTS THAT ARE SUBJECT TO KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS WHICH MAY CAUSE ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS TO BE MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS. THESE FORWARD-LOOKING STATEMENTS WERE BASED ON VARIOUS FACTORS AND WERE DERIVED UTILIZING NUMEROUS ASSUMPTIONS AND OTHER FACTORS THAT COULD CAUSE OUR ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE IN THE FORWARD-LOOKING STATEMENTS. THESE FACTORS INCLUDE, BUT ARE NOT LIMITED TO, OUR ABILITY TO IMPLEMENT OUR BUSINESS MODEL, RAISE SUFFICIENT CAPITAL TO FUND OUR OPERATING LOSSES AND PAY OUR ONGOING OBLIGATIONS, ECONOMIC AND MARKET CONDITIONS AND FLUCTUATIONS, GOVERNMENT AND INDUSTRY REGULATION, COMPETITION, AND OTHER FACTORS. MOST OF THESE FACTORS ARE DIFFICULT TO PREDICT ACCURATELY AND ARE GENERALLY BEYOND OUR CONTROL. YOU SHOULD CONSIDER THE AREAS OF RISK DESCRIBED IN CONNECTION WITH ANY FORWARD-LOOKING STATEMENTS THAT MAY BE MADE HEREIN. READERS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING STATEMENTS AND READERS SHOULD CAREFULLY REVIEW THIS ANNUAL REPORT IN ITS ENTIRETY, INCLUDING THE RISKS DESCRIBED IN Part I, Item 1A. Risk Factors. EXCEPT FOR OUR ONGOING OBLIGATIONS TO DISCLOSE MATERIAL INFORMATION UNDER THE FEDERAL SECURITIES LAWS, WE UNDERTAKE NO OBLIGATION TO RELEASE PUBLICLY ANY REVISIONS TO ANY FORWARD-LOOKING STATEMENTS, TO REPORT EVENTS OR TO REPORT THE OCCURRENCE OF UNANTICIPATED EVENTS. THESE FORWARD-LOOKING STATEMENTS SPEAK ONLY AS OF THE DATE OF THIS ANNUAL REPORT, AND YOU SHOULD NOT RELY ON THESE STATEMENTS WITHOUT ALSO CONSIDERING THE RISKS AND UNCERTAINTIES ASSOCIATED WITH THESE STATEMENTS AND OUR BUSINESS.
2026 ANNUAL REPORT ON FORM 10-K
Table of Contents
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Part I
Item 1. Business
Overview
Visium Technologies, Inc. (“Visium,” the “Company,” “we,” “us,” or “our”) is a technology company focused on the development, commercialization, and delivery of artificial intelligence (“AI”), cybersecurity, data intelligence, analytics, and automation solutions, together with related information technology (“IT”) infrastructure and professional services. Our strategy is centered on developing and commercializing technology platforms that enable organizations to collect, integrate, visualize, analyze, and act upon complex data in real time.
Visium’s technology portfolio is designed to address the increasing volume, complexity, and interconnected nature of data generated by modern enterprises, IT environments, operational technology (“OT”) systems, physical security infrastructure, and other connected environments. Our solutions are intended to help organizations improve situational awareness, identify relationships and patterns within large and disparate data sets, enhance cybersecurity operations, automate selected processes, and support more informed and timely decision-making.
The Company is pursuing a technology-focused business model in which proprietary software platforms and applications are complemented by strategic technology partnerships, third-party integrations, software licensing, recurring subscription models, and professional services.
Our principal technology platform is TruContext™, an AI-enabled cybersecurity and data intelligence platform that combines data ingestion, graph-based analytics, visualization, threat intelligence, threat hunting, forensic analysis, root cause analysis, data modeling, and automation. The platform is commercially available and is being marketed through direct and partner-led channels. The Company did not generate any revenue from TruContext™ or any other product or service during the fiscal years ended June 30, 2026 or 2025.
In addition to TruContext™, the Company’s broader technology portfolio includes TruClaw™, a governance and risk management solution designed to address emerging risks associated with agentic AI and autonomous AI systems; Tru-Insight™, an AI-driven video and visual intelligence solution designed to transform camera and video networks into sources of actionable intelligence; and ELI™, an intelligent video surveillance and analytics solution. These technologies are being developed and positioned as components of the Company’s broader Visium Analytics strategy.
Our Strategic Direction
Visium is focused on building a portfolio of complementary AI and cybersecurity technologies that can be commercialized independently and, where appropriate, integrated to provide broader enterprise capabilities. Our objective is to enable customers to move from fragmented and siloed technology environments toward more connected, contextualized, and actionable intelligence.
Our strategy is focused on four principal areas:
(1) | developing and commercializing proprietary AI and cybersecurity technologies; |
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(2) | building an integrated technology portfolio; |
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(3) | establishing strategic technology and channel partnerships; and (4) providing professional services and technical expertise. |
TruContext™
TruContext™ is the Company’s principal cybersecurity and data intelligence platform. The platform is designed to provide organizations with a contextualized view of complex and highly interconnected data generated across cybersecurity, IT, OT, network, infrastructure, and other enterprise environments. TruContext™ is designed to ingest and correlate data from multiple sources and to represent relationships among data elements through graph-based data modeling and analytics.
A central capability of TruContext™ is its ability to provide visualization and analysis of highly connected data. The platform incorporates a graph-oriented approach to data analysis that is intended to facilitate the identification and examination of relationships among interconnected entities. TruContext™ also incorporates a user interface designed to allow analysts to combine, layer, filter, and query data without requiring extensive programming or specialized database expertise.
The Company owns the TruContext™ platform outright through its wholly-owned subsidiary, Visium Analytics, LLC. The Company’s prior license agreements with The MITRE Corporation and George Mason Research Foundation, Inc. are no longer in force.
The Company has also entered into a contract with Cybastion, dated November 30, 2023, under which Visium is to provide data center architecture and design services and a comprehensive security stack incorporating the TruContext™ platform for projects in Côte d’Ivoire and Benin. As of June 30, 2026, no services had been performed and no revenue had been recognized under this contract.
Employees and Facilities
At October 13, 2026, we had two full-time employees. Our principal office is located at 4094 Majestic Lane, Suite 360, Fairfax, Virginia 22033. We currently operate in a virtual office arrangement. Our telephone number is (703) 273-0383. Our common stock is quoted on the OTCID Quotation System under the symbol “VISM”. The last reported sales price of our common stock on the OTC ID Quotation System (“OTCID”) on October 9, 2026, was $0.0007.
Available Information
We file annual, quarterly and current reports and other information with the SEC. The SEC maintains an internet website at www.sec.gov that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. Our website address is www.visiumtechnologies.com. Information on, or accessible through, our website is not incorporated by reference into this Annual Report.
Recent Developments
On June 8, 2026, the Company and ConnexUS AI Inc. entered into a Mutual Release, Settlement and Termination Agreement terminating the previously announced non-binding letter of intent and related agreements contemplating the acquisition of ConnexUS AI Inc. The Company recognized a charge of $199,115 representing amounts advanced in connection with the terminated transaction. No ownership interest in ConnexUS AI or its intellectual property was retained.
In April 2026, the Company completed a series of debt-reduction and capital-structure transactions, including the issuance of 1,444,859 shares of Series D Convertible Preferred Stock in exchange for $1,014,000 of promissory-note principal, $67,500 of convertible-note principal, and $363,359 of amounts due to an officer and two former directors. Related accrued interest of $279,230 was separately forgiven and was not consideration for the Series D shares. The Company also issued 40,000,000 shares of common stock in settlement of $2,834,819 of accrued compensation and related obligations. Subsequent to year-end, on September 21, 2026, the Company issued an additional 35,000 shares of Series D Convertible Preferred Stock in exchange for four convertible notes payable (see Note 16 – Subsequent Events).
In August 2026, the Company sold 120,000,000 shares of common stock to PT Smart Green Technologies, an affiliate of the Company by virtue of its ownership interest, at $0.0009 per share for proceeds of $108,000. Following this purchase, PT Smart Green Technologies holds 620,000,000 shares of common stock (approximately 48.8% of the outstanding common stock) and three of the four outstanding shares of Series AA Convertible Preferred Stock (see Note 16 – Subsequent Events and Item 12).
On September 11, 2026, the Company filed a Current Report on Form 8-K/A correcting its Current Report on Form 8-K filed April 16, 2026, which had incorrectly stated that shares of Series G Governing Preferred Stock had been issued; no such shares were ever issued. On the same date, the Company filed Articles of Amendment deleting the Series G Governing Preferred Stock designation in its entirety (see Note 7 and Note 16).
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Item 1A. Risk Factors
Investing in our securities involves a high degree of risk. Before investing in our common stock, you should carefully consider the risks described below, as well as the other information in this Annual Report, including our consolidated financial statements and the related notes. In addition, we may face additional risks and uncertainties not currently known to us, or which as of the date of this Annual Report we might not consider significant, which may adversely affect our business. If any of the following risks occur, our business, financial condition and results of operations could be materially adversely affected. In such case the trading price of our common stock could decline due to any of these risks or uncertainties, and you may lose part or all of your investment.
Risks Related to Our Business
Management and our independent auditors have raised substantial doubts as to our ability to continue as a going concern.
Our financial statements have been prepared assuming we will continue as a going concern. For the year ended June 30, 2026, we generated net income of $856,102, due primarily to a non-cash, non-recurring gain on extinguishment of debt; however, we used net cash in operating activities of $913,888 and had a working capital deficit of $1,951,292. These factors raise substantial doubt about our ability to continue as a going concern for a period of one year from the date of issuance of the accompanying financial statements. Our financial statements do not include any adjustments that might result from the outcome of this uncertainty. See Note 1 to the consolidated financial statements.
Management’s plans to address these conditions include the continued issuance of equity and debt securities. As of the date of this Annual Report, the Company has no committed sources of financing. There can be no assurance that additional capital will be available on acceptable terms, or at all. If we are unable to raise sufficient capital, we may be required to curtail or cease operations.
Our future performance will depend on the continued engagement of key members of our management team.
Our future performance largely depends on the continued services of members of our current management and other key personnel. While we have employment agreements with certain of our executive officers and key employees, the failure to secure the continued services of these or other key personnel for any reason, could have a material adverse effect on our business, operations, and prospects. We currently do not carry “key man insurance” on any of our executives.
We currently have a working capital deficit and negative cash flow from operations and are uncertain if and when we will be able to pay our current liabilities.
Our working capital deficit was approximately $1.95 million as of June 30, 2026. This deficit consists of $30,252 in current assets, offset by $1,981,544 in current liabilities. In addition, we had negative cash flow from operations for the year ended June 30, 2026, of approximately $913,888. We do not have any liquid or other assets that can be liquidated to pay our current liabilities while we continue to incur additional liabilities to our officers and certain service providers who assist us in meeting our reporting obligations under the Exchange Act. Since we currently have limited operations, the only ways we have of paying our current liabilities are to issue our common or preferred shares to our creditors or to issue unsecured promissory notes which may include certain features such as convertibility into common or preferred shares or warrants to purchase additional common or preferred shares in the future.
We had $108,009 in convertible notes payable outstanding as of June 30, 2026, with accrued interest of $108,678 (see Note 4). We had promissory notes payable with a face amount of $144,600 ($122,589 net of $22,011 of unamortized discount), with $16,438 of related accrued interest, as of June 30, 2026 (see Note 5). See Note 16 – Subsequent Events for developments after June 30, 2026 affecting certain of these notes.
In the event we consummate a transaction with a profitable company, we may not be able to utilize our net operating loss carryover which may have a negative impact on your investment.
If we enter into a combination with a business that has operating income, we cannot assure you that we will be able to utilize all or even a portion of our existing net operating loss carryover for federal or state tax purposes following such a business combination. If we are unable to make use of our existing net operating loss carryover, the tax advantages of such a combination may be limited, which could negatively impact the price of our stock and the value of your investment. These factors will substantially increase the uncertainty, and thus the risk, of investing in our shares.
We have not filed corporate income tax returns since fiscal 2008, which could expose us to penalties, interest, and other enforcement action.
The Company has not filed federal or state corporate income tax returns for any fiscal year beginning with the fiscal year ended June 30, 2008. This failure may result in the assessment of penalties and interest, potential disallowance or limitation of net operating loss carryforwards, and examination by taxing authorities for all open years. We have not recorded an accrual for potential penalties or interest because we are currently unable to reasonably estimate the amount of any such exposure. When historical returns are filed, they will remain subject to examination for at least three years after the filing date. See Note 11 to the consolidated financial statements.
In addition, the $2,923,004 gain on extinguishment of debt recognized in fiscal 2026 may constitute cancellation-of-indebtedness income for federal income tax purposes. To the extent that income is excluded from taxable income under Section 108 of the Internal Revenue Code, our net operating loss carryforwards and other tax attributes would be reduced. See Note 11 to the consolidated financial statements.
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We have a history of entering into non-binding letters of intent and other proposed transactions that have not been consummated, and investors should not place undue reliance on the announcement of future transactions.
We have, from time to time, entered into non-binding letters of intent and pursued other proposed acquisitions, business combinations, and strategic transactions that were ultimately terminated prior to closing, including our proposed acquisition of ConnexUS AI Inc., which was terminated in June 2026 after we had advanced funds and incurred costs in connection with the proposed transaction. We may continue to announce proposed transactions in the future that do not result in the consummation of a definitive agreement or closing. Investors should not place undue reliance on our announcements of proposed transactions, and our pursuit of such transactions may divert management attention and Company resources without a corresponding benefit if the transactions are not completed.
A substantial portion of our fiscal 2026 results depended on non-recurring gains from debt-extinguishment transactions.
During fiscal 2026, the Company recognized an aggregate gain on extinguishment of debt of $2,923,004, consisting of $1,248,079 from the settlement of accrued compensation and consulting fees owed to non-affiliated employees and consultants with common stock, $1,626,318 from the April 2026 exchanges of debt and former-director advances for Series D Convertible Preferred Stock (including $279,230 of separately forgiven accrued interest and net of a $10,013 write-off of unamortized debt discount), and $48,607 from cash settlements of a note payable and vendor payables at a discount (see Note 9). Without this gain, we would have reported a net loss of $2,059,370 for the year ended June 30, 2026 rather than net income of $856,102. These gains are non-recurring; we do not expect to recognize gains of this magnitude in future periods, and our results of operations going forward will more directly reflect our ongoing operating losses.
Management's fair value measurement of the Series D Convertible Preferred Stock issued in exchange for debt involved significant judgment and is subject to revision.
In April 2026, we issued 1,444,859 shares of Series D Convertible Preferred Stock in exchange for outstanding debt and related-party obligations. Because the Series D Convertible Preferred Stock does not trade in an active market, management estimated its fair value ($0.058 per share, or $83,802 in the aggregate) using a conversion-parity methodology based on the volume-weighted average price of our common stock and the Series D's fixed conversion ratio, without a separately measured adjustment for the Series D's cumulative dividend, liquidation preference, anti-dilution, or redemption features. Management has classified this measurement within Level 3 of the fair value hierarchy. This valuation is inherently judgmental, is sensitive to the trading price of our thinly-traded common stock, and could be challenged by our auditors, the SEC, or in litigation. A different valuation conclusion, including one that assigned separate value to the Series D's preferences, could have resulted in materially different amounts for the mezzanine equity carrying value, additional paid-in capital, and the $1,626,318 gain on extinguishment recognized in connection with these transactions, and any future revision could require us to restate our financial statements. We used the same conversion-parity methodology to estimate the fair value of the 35,000 shares of Series D Convertible Preferred Stock issued on September 21, 2026 in exchange for convertible notes, and we expect to recognize an estimated gain on extinguishment of debt of approximately $91,636 in the quarter ending September 30, 2026 in connection with that exchange; that estimate is subject to the same uncertainty (see Note 16 – Subsequent Events).
We have experienced significant, recent turnover in our Board of Directors and executive officers, which could adversely affect our business.
During fiscal 2026, we experienced substantial changes in our Board of Directors and executive management, including the resignations of two independent directors in April 2026, the appointment of a new Chairman and Chief Executive Officer and a new Chief Operating Officer/Chief Technology Officer later that same month, and the subsequent resignation of that Chief Operating Officer/Chief Technology Officer in June 2026 upon termination of a proposed acquisition. Our current Chief Executive Officer has served in that role only since April 2026. This level of turnover in a short period increases the risk of disruption to our operations, strategy, and internal controls, and there can be no assurance that our current leadership will remain in place or that future transitions will not occur.
Economic conditions may affect our ability to obtain financing.
Due to general economic conditions, rapid technological advances being made in some industries, and shortages of available capital, our management believes that there are numerous firms seeking even the limited additional capital which we will need. In light of these economic conditions, we may have difficulty raising sufficient capital to support potential business opportunities. These factors substantially increase the uncertainty, and thus the risk, of investing in our shares.
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Risks Related to Our Corporate Structure and Ownership of Our Securities
A small number of holders control a majority of our voting power through a class of preferred stock carrying disproportionate voting rights.
At June 30, 2026, four shares of Series AA Convertible Preferred Stock were outstanding. The Series AA Convertible Preferred Stock, voting as a class, is entitled in the aggregate to 51% of the votes on any matter submitted to a shareholder vote, regardless of the number of shares of common stock outstanding. As of October 13, 2026, PT Smart Green Technologies, an affiliate of the Company by virtue of its ownership interest, held three of the four outstanding Series AA Convertible Preferred Stock shares and beneficially owned 620,000,000 shares of our common stock (approximately 48.8% of the shares outstanding), including 120,000,000 shares purchased in August 2026 (see Note 16 – Subsequent Events). As a result, PT Smart Green Technologies controls a substantial majority of our aggregate voting power and can control the outcome of matters submitted to a shareholder vote, including the election of directors, amendments to our charter documents, and approval of mergers and other significant corporate transactions, without regard to the votes of other common shareholders. This concentration of voting power may discourage, delay, or prevent a change in control of the Company that other shareholders may consider favorable, and may reduce the influence that holders of our common stock would otherwise have over matters submitted to a shareholder vote.
Our largest shareholder is a foreign company, and investments in us by foreign persons may be subject to review by the Committee on Foreign Investment in the United States.
PT Smart Green Technologies, an Indonesian company controlled by Dr. Niclas Adler, owns approximately 48.8% of our outstanding common stock and three of the four outstanding shares of our Series AA Convertible Preferred Stock. Because we are a U.S. business engaged in cybersecurity technology, investments in the Company by foreign persons may be subject to review by the Committee on Foreign Investment in the United States (“CFIUS”), which has authority to review, and in some cases to require mitigation of or to unwind, transactions by which a foreign person acquires control of, or certain rights in, a U.S. business. Dr. Adler is not a U.S. national, and no filing has been made with CFIUS with respect to PT Smart Green Technologies’ investments in the Company. A CFIUS review, or the imposition of mitigation measures, could delay or prevent future financings or strategic transactions, limit the rights of PT Smart Green Technologies, or otherwise adversely affect us and the market for our common stock.
We have certain provisions in our Articles of Incorporation and Bylaws, and there are other provisions under Florida law, that may serve to make a takeover of our Company more difficult.
Provisions of our articles of incorporation and bylaws may delay or prevent a takeover which may not be in the best interests of our stockholders. Provisions of our articles of incorporation and bylaws may be deemed to have anti-takeover effects, which include when and by whom special meetings of our stockholders may be called, and may delay, defer, or prevent a takeover attempt. In addition, certain provisions of Florida law also may be deemed to have certain anti-takeover effects which include that control of shares acquired in excess of certain specified thresholds will not possess any voting rights unless these voting rights are approved by a majority of a corporation’s disinterested stockholders.
Future capital raises may dilute our existing stockholders’ ownership and/or have other adverse effects on our operations.
If we raise additional capital by issuing equity securities, our existing stockholders’ percentage ownership may decrease, and these stockholders may experience substantial dilution. If we raise additional funds by issuing debt instruments, these debt instruments could impose significant restrictions on our operations, including liens on our assets. If we raise additional funds through collaborations and licensing arrangements, we may be required to relinquish some rights to our technologies or products, or to grant licenses on terms that are not favorable to us or could diminish the rights of our stockholders.
We do not anticipate paying any cash dividends on our common stock in the foreseeable future; therefore, capital appreciation, if any, of our common stock, will be your sole source of gain for the foreseeable future.
We have never declared or paid cash dividends on our common stock. We do not anticipate paying any cash dividends on our common stock in the foreseeable future. We currently intend to retain all available funds and any future earnings to fund the development and growth of our business. In addition, future loan arrangements, if any, may contain, terms prohibiting or limiting the amount of dividends that may be declared or paid on our common stock. As a result, capital appreciation, if any, of our common stock, will be your sole source of gain for the foreseeable future.
Voting power of our shareholders is highly concentrated by insiders.
Our officers and directors control, either directly or indirectly, a substantial portion of our voting securities. As of October 13, 2026, our executive officers and directors beneficially owned 119,686,562 shares of Common Stock, or approximately 9.4% of our outstanding Common Stock. In addition, our Chief Financial Officer owned one of the four outstanding Series AA Convertible Preferred Stock shares. Because the Series AA Preferred Stock is entitled, as a class, to 51% of the votes on matters submitted to stockholders, our executive officers and directors controlled approximately 17.4% of total voting power. PT Smart Green Technologies, which held the other three Series AA shares and 620,000,000 Common Stock shares, controlled approximately 62.2% of total voting power. Accordingly, PT Smart Green Technologies can significantly affect the outcome of corporate actions and decisions, including the election of directors, amendments to charter documents, and approval of mergers and other significant corporate transactions.
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Our Series D Convertible Preferred Stock, and any additional preferred stock we may issue, could result in substantial dilution to holders of our common stock.
As of June 30, 2026, 1,444,859 shares of Series D Convertible Preferred Stock were outstanding. Each share is convertible at a fixed conversion price of $0.05 per share of common stock, resulting in the potential issuance of approximately 28,897,180 shares of common stock before giving effect to accrued dividends. The Series D carries a 3% cumulative dividend that may be settled in additional shares of Series D Preferred Stock at the Company’s option. Accrued but undeclared dividends totaled $8,907 as of June 30, 2026. On September 21, 2026, we issued an additional 35,000 shares of Series D Convertible Preferred Stock in exchange for four convertible notes payable, increasing the number of Series D shares outstanding to 1,479,859 and the number of shares of common stock issuable upon their conversion to approximately 29,597,180, before giving effect to accrued dividends (see Note 16 – Subsequent Events). The conversion price is subject to broad-based weighted-average anti-dilution adjustment. Any future issuance of equity at a price below $0.05 per share will reduce the conversion price and increase the number of common shares issuable upon conversion. In addition, the Company has authorized blank-check preferred stock that the Board may designate and issue without further shareholder approval.
On September 11, 2026, the Board approved a 1-for-1,500 reverse split of our common stock and a reduction of authorized common stock to 2,000,000 shares. The approval is outstanding and pending effectiveness. It has not been executed. Share counts in this Annual Report are pre-split. A reverse split of this magnitude would materially reduce the number of outstanding shares and could adversely affect the liquidity of our common stock.
Our common stock is quoted in the over the counter market on the OTC ID Quotation System (“OTCID”).
Our common stock is quoted on the OTCID. The requirements for quotation on the OTCID are considerably lower and less regulated than those of the OTCQX or OTCQB markets or a national securities exchange. See also the penny stock risk factor below.
The tradability of our common stock is limited under the penny stock regulations which may cause the holders of our common stock difficulty should they wish to sell their shares.
Because the quoted price of our common stock is less than $5.00 per share, our common stock is considered a “penny stock,” and trading in our common stock is subject to the requirements of Rule 15g-9 under the Exchange Act. Under this rule, broker/dealers who recommend low-priced securities to persons other than established customers and accredited investors must satisfy special sales practice requirements. The broker/dealer must make an individualized written suitability determination for the purchaser and receive the purchaser’s written consent prior to the transaction. SEC regulations also require additional disclosure in connection with any trades involving a “penny stock,” including the delivery, prior to any penny stock transaction, of a disclosure schedule explaining the penny stock market and its associated risks. These requirements severely limit the liquidity of securities in the secondary market because few broker or dealers are likely to undertake these compliance activities and this limited liquidity will make it more difficult for an investor to sell his shares of our common stock in the secondary market should the investor wish to liquidate the investment. In addition to the applicability of the penny stock rules, other risks associated with trading in penny stocks could also be price fluctuations and the lack of a liquid market.
Substantial future sales of shares of our common stock could cause the market price of our common stock to decline.
The market price of shares of our common stock could decline as a result of substantial sales of our common stock, particularly sales by our directors, executive officers and significant stockholders, or a large number of shares of our common stock becoming available for sale or the perception in the market that holders of a large number of shares intend to sell their shares.
The market price of our shares of common stock is subject to fluctuation.
| · | The market prices of our shares may fluctuate significantly in response to factors, some of which are beyond our control, including: |
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| · | The announcement of new products by our competitors; |
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| · | The release of new products by our competitors; and |
Developments in our industry or target markets.
General market conditions including factors unrelated to our operating performance.
Recently, the stock market, in general, has experienced extreme price and volume fluctuations. Continued market fluctuations could result in extreme market volatility in the price of our shares of common stock which could cause a decline in the value of our shares.
We have identified material weaknesses in our internal control over financial reporting, and our disclosure controls and procedures were not effective.
As of June 30, 2026, our management concluded that our internal control over financial reporting and our disclosure controls and procedures were not effective because of the material weaknesses described in Item 9A, including the absence of formal written policies and procedures, the absence of independent directors and an independent audit committee, inadequate segregation of duties, and deficiencies in controls over the review of reported equity issuances. These material weaknesses could adversely affect our ability to report our results of operations and financial condition accurately and on a timely basis or to prevent or detect fraud, and could cause current and potential stockholders to lose confidence in our financial reporting. Management and the Board of Directors have approved the remediation plan described in Item 9A; however, there can be no assurance that the plan will be completed on the contemplated timeline, that it will remediate the material weaknesses, or that additional material weaknesses will not be identified in the future.
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| Table of Contents |
Our debt and equity extinguishment transactions are numerous, individually negotiated, and complex, and errors in accounting for them may not be prevented or detected on a timely basis.
During fiscal 2026 we completed a large number of individually negotiated debt-for-equity exchanges, cash settlements at a discount, and warrant cancellations, each requiring separate analysis under ASC 470-50, ASC 405-20, and related guidance, and each affecting our gain on extinguishment of debt, additional paid-in capital, and earnings per share in different ways depending on whether a counterparty was a related party. This complexity, combined with the material weakness described above, increases the risk that individual transactions could be misstated, omitted, or misclassified in our financial statements, and that such errors may not be prevented or detected in a timely manner. If such errors are later identified, we could be required to restate previously issued financial statements.
Our Chief Financial Officer, who prepares and signs our periodic reports, is also a related party to several of the transactions those reports describe.
Mr. Mark Lucky, our Chief Financial Officer, is a holder of Series AA Convertible Preferred Stock and Series D Convertible Preferred Stock, a beneficial owner of Common Stock, and a counterparty to the related-party advances, equitization, and Series D exchange transactions described in Note 12 and Item 13. Because Mr. Lucky is also responsible for preparing and certifying our financial statements and Exchange Act reports, this dual role could create an actual or perceived conflict of interest in the identification, review, and disclosure of related-party transactions, and there can be no assurance that this arrangement will not adversely affect the reliability of our financial reporting until the segregation-of-duties remediation described above is completed.
Cybersecurity Risks
Cyberattacks are a growing geopolitical risk, becoming larger, more frequent, more intricate and more relentless. These attacks represent a significant threat to individual organizations and their ability to conduct daily operations. We rely on accounting, financial, and operational management information systems to conduct our operations. Any disruption in these systems could adversely affect our ability to conduct our business. Furthermore, as part of our normal business activities, we collect and store common confidential information about customers, employees, vendors, and suppliers. This information is entitled to protection under a number of regulatory regimes.
Any failure to maintain the security of the data, including the penetration of our network security and the misappropriation of confidential and personal information, could result in business disruption, damage to our reputation, financial obligations to third parties, fines, penalties, regulatory proceedings and private litigation with potentially large costs. This scenario may also result in a deterioration of customer confidence in us and potentially other competitive disadvantages. As such, a cyberattack could have a material adverse impact on our financial condition and results of operations.
While we devote resources to implement and maintain security measures to protect our systems and data, these measures cannot provide absolute security against a cyberattack. In such an event, any insurance coverage we maintain may be inadequate to cover claims, costs, and liabilities relating to cybersecurity incidents.
Risks Related to Operations Outside of the United States
We are subject to economic, political and other risks of doing business globally and in emerging markets.
Our business strategy includes providing data center design services in emerging markets, including Côte d’Ivoire and Benin in West Africa under our contract with Cybastion, and may involve expanding or developing our business in other emerging market regions. To the extent we conduct business internationally, we are exposed to various risks of international operations, including:
| · | inflation and hyperinflation and adverse economic effects resulting from governmental attempts to control inflation, such as the imposition of wage and price controls and higher interest rates; |
|
|
|
| · | changes in laws and regulations or their interpretation or enforcement in the countries where Visium operates; |
|
|
|
| · | difficulties in enforcing agreements or judgments and collecting receivables in foreign jurisdictions; |
|
|
|
| · | exchange controls or other currency restrictions and limitations on the movement of funds, such as on the remittance of dividends by subsidiaries; |
|
|
|
| · | inadequate infrastructure and logistics challenges; |
|
|
|
| · | sovereign risk and the risk of government intervention, including through expropriation, or regulation of the economy or natural resources, including restrictions on foreign ownership of land or other assets; while we may adopt insurance coverage to cover expropriation risk, convertibility, transfer and other risks, this may not be sufficient to cover business risks; |
| 8 |
| Table of Contents |
| · | the requirement to comply with a wide variety of laws and regulations that apply to international operations, including, without limitation, economic sanctions regulations, labor laws, import and export regulations, anti-corruption and anti-bribery laws; |
|
|
|
| · | challenges in maintaining an effective internal control environment with operations in multiple international locations, including language differences, varying levels of accounting expertise in international locations and multiple financial information systems; |
|
|
|
| · | changes in a country’s or region’s economic or political condition; and |
|
|
|
| · | labor disruptions, civil unrest, significant political instability, coup attempts, wars or other armed conflict or acts of terrorism. |
Emerging markets are subject to different risks as compared to more developed markets. Operating a business in an emerging market can involve a greater degree of risk than operating a business in more developed markets, including, in some cases, increased political, economic and legal risks. Emerging market governments and judiciaries often exercise broad, unchecked discretion and are susceptible to abuse and corruption. Moreover, financial turmoil in any emerging market country tends to adversely affect the value of investments in all emerging market countries as investors move their money to more stable, developed markets. As has happened in the past, financial problems or an increase in the perceived risks associated with investing in companies in emerging economies could dampen foreign investment and adversely affect the local economy. Generally, investment in emerging markets is only suitable for sophisticated investors who fully appreciate the significance of the risks involved in, and are familiar with, investing in emerging markets.
Item 1B. Unresolved Staff Comments.
Not applicable.
Item 1C. Cybersecurity
Risk Management and Strategy
We are a smaller reporting company with limited personnel, no revenue during the fiscal year ended June 30, 2026, and limited financial and technical resources.
We operate entirely remotely. Our information technology environment consists of cloud-hosted accounting software, a cloud-based email and productivity suite, cloud file storage, and endpoint devices operated by our personnel. We do not own or operate data center infrastructure, we do not maintain internally hosted servers, and we do not store customer data on systems we manage.
Our Chief Financial Officer, in consultation with our Chief Executive Officer, identifies and evaluates cybersecurity risks that could reasonably be expected to affect our systems, our data, or our ability to prepare and file accurate and timely periodic reports. This evaluation is performed in connection with our periodic reporting process and upon any material change to our systems, service providers, or operations.
We have not adopted a written incident response plan. Suspected cybersecurity incidents are escalated to our Chief Executive Officer and Chief Financial Officer. We have not engaged any assessor, consultant, auditor, or
As of the date of this Annual Report, we are not aware of any risk from cybersecurity threats, including as a result of any previous cybersecurity incident,
Governance
Our Chief Financial Officer, Mr. Mark B. Lucky, is the member of management with primary responsibility for assessing and managing material risks from cybersecurity threats. In light of the Company’s limited personnel, cybersecurity responsibilities are administered by the Chief Financial Officer in consultation with the Chief Executive Officer. Material cybersecurity matters are escalated to the Board promptly after identification.
Item 2. Properties.
As of the filing of this Annual Report, our Company and its employees work 100% remotely. We rent our principal executive office from an unrelated third party on an annual basis for $564/year.
Item 3. Legal Proceedings.
We are not currently party to, and none of our property is subject to, any material pending legal proceeding. To the knowledge of management, no material legal proceeding is threatened against us or our officers or directors in their capacities as such.
Item 4. Mine Safety Disclosures.
Not applicable.
| 9 |
| Table of Contents |
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities.
The Company filed a Notification of Late Filing on Form 12b-25 on September 29, 2026. This Annual Report is filed within the Rule 12b-25 extension period, which runs through October 13, 2026. On September 11, 2026, the Board of Directors approved a 1-for-1,500 reverse split of the Company's common stock and a reduction of the number of authorized shares of common stock to 2,000,000. The reverse split has not been effected, and all share counts, per-share amounts, and conversion disclosures in this Annual Report are presented on a pre-split basis. See Note 16 to the consolidated financial statements. The conversion ratios of the Series A, Series B and Series D Convertible Preferred Stock will be adjusted proportionately to reflect the reverse split.
Our common shares are quoted on the OTC ID Quotation System (“OTCID”) under the symbol “VISM,” but trade infrequently.
The high and low bid prices of our common stock for the periods indicated below are as follows: Such over-the-counter market quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission, and may not necessarily represent actual transactions.
Fiscal Year Ended June 30, 2026
|
| High |
|
| Low |
| ||
Quarter Ended September 30, 2025 |
| $ | 0.0461 |
|
| $ | 0.0044 |
|
Quarter Ended December 31, 2025 |
| $ | 0.0100 |
|
| $ | 0.0010 |
|
Quarter Ended March 31, 2026 |
| $ | 0.0089 |
|
| $ | 0.0018 |
|
Quarter Ended June 30, 2026 |
| $ | 0.0058 |
|
| $ | 0.0013 |
|
Fiscal Year Ended June 30, 2025
|
| High |
|
| Low |
| ||
Quarter Ended September 30, 2024 |
| $ | 0.0062 |
|
| $ | 0.0010 |
|
Quarter Ended December 31, 2024 |
| $ | 0.0040 |
|
| $ | 0.0010 |
|
Quarter Ended March 31, 2025 |
| $ | 0.0040 |
|
| $ | 0.0011 |
|
Quarter Ended June 30, 2025 |
| $ | 0.0100 |
|
| $ | 0.0024 |
|
Stockholders
As of October 13, 2026, there were approximately 11,000 stockholders of record of our Common Stock.
Dividend Policy
We have not paid any cash dividends and do not anticipate or contemplate paying dividends in the foreseeable future.
Recent Sales of Unregistered Securities
Unregistered sales of equity securities (Item 701 of Regulation S-K).
During the fiscal year ended June 30, 2026, we issued the unregistered securities described below. No underwriter participated, and we made no general solicitation. The securities were issued as restricted securities.
| 10 |
| Table of Contents |
Issuance Date |
| Security Issued |
| Number of Shares |
| Consideration |
July 2, 2025 |
| Common Stock |
| 13,000,000 |
| Conversion of convertible notes |
August 5, 2025 |
| Common Stock |
| 19,000,000 |
| Conversion of convertible notes |
August 14, 2025 |
| Common Stock |
| 750,000 |
| Commitment shares issued in connection with note financings |
September 5, 2025 |
| Common Stock |
| 250,000 |
| Services provided by consultants |
September 8, 2025 |
| Common Stock |
| 16,000,000 |
| Services provided by directors and officers |
November 19, 2025 |
| Common Stock |
| 500,000 |
| Services provided by consultants |
December 10, 2025 |
| Common Stock |
| 1,500,000 |
| Services provided by consultants |
December 10, 2025 |
| Common Stock |
| 33,000,000 |
| Services provided by directors and officers |
December 10, 2025 |
| Common Stock |
| 1,000,000 |
| Services provided by employees |
December 23, 2025 |
| Common Stock |
| 375,000 |
| Commitment shares issued in connection with note financings |
January 16, 2026 |
| Common Stock |
| 1,000,000 |
| Commitment shares issued in connection with note financings |
January 16, 2026 |
| Common Stock |
| 500,000 |
| Commitment shares issued in connection with note financings |
February 26, 2026 |
| Common Stock |
| 16,000,000 |
| Services provided by directors and officers |
March 6, 2026 |
| Common Stock |
| 10,000,000 |
| Conversion of convertible notes |
March 9, 2026 |
| Common Stock |
| 4,962,779 |
| Conversion of convertible notes |
March 24, 2026 |
| Common Stock |
| 8,547,008 |
| Conversion of convertible notes |
March 31, 2026 |
| Common Stock |
| 3,324,995 |
| Conversion of convertible notes |
April 3, 2026 |
| Common Stock |
| 500,000,000 |
| $375,000 cash ($0.00075 per share) |
April 3, 2026 |
| Series AA Convertible Preferred Stock |
| 3 |
| $300,000 cash ($100,000 per share) |
April 6, 2026 |
| Common Stock |
| 24,786,325 |
| Conversion of convertible notes |
April 6, 2026 |
| Common Stock |
| 40,000,000 |
| Settlement of $2,834,819 of accrued compensation and consulting obligations |
April 16, 2026 |
| Series D Convertible Preferred Stock |
| 1,444,859 |
| $1,444,859 stated value, issued in exchange for $1,014,000 of promissory-note principal, $67,500 of convertible-note principal and $363,359 of amounts due to an officer and former directors |
April 21, 2026 |
| Common Stock |
| 9,311,733 |
| Conversion of convertible notes |
April 22, 2026 |
| Common Stock |
| 9,399,186 |
| Conversion of convertible notes |
April 27, 2026 |
| Common Stock |
| 12,145,749 |
| Conversion of convertible notes |
April 27, 2026 |
| Common Stock |
| 16,194,332 |
| Conversion of convertible notes |
May 8, 2026 |
| Common Stock |
| 8,391,608 |
| Conversion of convertible notes |
May 21, 2026 |
| Common Stock |
| 12,145,749 |
| Conversion of convertible notes |
May 26, 2026 |
| Common Stock |
| 18,880,342 |
| Conversion of convertible notes |
The 170,089,806 shares of Common Stock issued upon conversion of convertible notes (aggregate principal, accrued interest and fees converted of $317,035; see Note 4) were issued in reliance on Section 3(a)(9) of the Securities Act. The 500,000,000 shares of Common Stock and three shares of Series AA Convertible Preferred Stock sold to PT Smart Green Technologies for $375,000 and $300,000, respectively, and the 120,000,000 shares of Common Stock sold to PT Smart Green Technologies in August 2026 for $108,000, were sold in reliance on Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D. The 68,250,000 shares of Common Stock issued to directors, officers, an employee and consultants for services (aggregate grant-date fair value of $352,150; see Note 8), the 40,000,000 shares of Common Stock issued in settlement of $2,834,819 of accrued compensation and consulting obligations (aggregate fair value of $132,000; see Note 13), and the 2,625,000 commitment shares issued in connection with note financings (aggregate fair value of $18,788, recorded as debt discount and fully recognized during fiscal 2026; see Note 5) were issued in reliance on Section 4(a)(2) of the Securities Act; none of the shares issued for services was issued under a stockholder-approved equity compensation plan. The 1,444,859 shares of Series D Convertible Preferred Stock issued in April 2026 and the 35,000 shares issued on September 21, 2026 in exchange for outstanding indebtedness and amounts due (see Note 7 and Note 16) were issued in reliance on Section 3(a)(9) of the Securities Act and, to the extent that exemption was unavailable, Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D; each holder represented that it was an accredited investor or otherwise capable of evaluating the merits and risks of the investment and acquired the shares for investment, and the shares and the common stock issuable on their conversion are restricted securities.
| 11 |
| Table of Contents |
The Company believes that each of the foregoing transactions was exempt from the registration requirements of the Securities Act pursuant to the exemptions identified above. The securities issued in these transactions were issued without registration under the Securities Act and were subject to applicable restrictions on transfer.
Subsequent Issuances
Subsequent to June 30, 2026, the Company completed the following issuances:
Issuance Date |
| Security Issued |
| Number of Shares |
| Consideration |
August 20, 2026 |
| Common Stock |
| 120,000,000 |
| $108,000 cash ($0.0009 per share) |
September 21, 2026 |
| Series D Convertible Preferred Stock |
| 35,000 |
| $35,000 of convertible-note principal |
Issuer Purchases of Equity Securities
Neither the Company nor any affiliated purchaser purchased any shares of the Company’s equity securities during the fourth quarter of fiscal 2026.
Item 6. [Reserved]
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion and analysis should be read in conjunction with our financial statements and the related notes thereto. The management’s discussion and analysis contain forward-looking statements, such as statements of our plans, objectives, expectations, and intentions. Any statements that are not statements of historical fact are forward-looking statements. When used, the words “believe,” “plan,” “intend,” “anticipate,” “target,” “estimate,” “expect” and the like, and/or future tense or conditional constructions (“will,” “may,” “could,” “should,” etc.), or similar expressions, identify certain of these forward-looking statements. These forward-looking statements are subject to risks and uncertainties, including those under “Risk Factors,” which appear elsewhere in this Annual Report, that could cause actual results or events to differ materially from those expressed or implied by such forward-looking statements. Our actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of several factors. Except as required by applicable law, we undertake no obligation to update forward-looking statements to reflect events or circumstances occurring after the date of this Annual Report.
Overview
In April 2026, Paul R. Taylor was named Chairman and CEO. Prior to that and since February 2018, Mark Lucky served as Chairman and CEO. Mr. Lucky currently serves as CFO. Since February 2018, the Company has focused on creating a cybersecurity and digital risk management company, with a focus on artificial intelligence, network security, threat visualization, and big-data analytics. Visium has developed a proprietary data analytics platform called TruContext™ that provides advanced analytics for cybersecurity situational awareness.
Results of Operations
For the year ended June 30, 2026, selling, general and administrative expenses were $1,364,165 as compared to $1,649,817 for the year ended June 30, 2025, a decrease of $285,652 or approximately 17.3%. The decrease was primarily due to decreases in salaries, legal and professional fees, and stock-based consulting expense. Development expense was $0 for fiscal 2026, compared with $325 for fiscal 2025.
Interest expense increased to $765,013 during fiscal 2026 from $463,424 in fiscal 2025, primarily due to interest on delinquent notes and convertible notes payable and amortization of debt discount.
During the year ended June 30, 2026, the Company recorded a gain on extinguishment of debt of $2,923,004, primarily from the settlement of accrued compensation with common stock, the exchange of debt and former-director advances for Series D Convertible Preferred Stock recorded at its fair value, the separate forgiveness of related accrued interest, and negotiated cash settlements of debt at a discount. The Company also recorded a loss of $199,115 on the terminated ConnexUS AI strategic acquisition initiative and a loss of $10,000 on the write-off of an advance paid in connection with a proposed financing that did not close (see Note 10).
Net income for the year ended June 30, 2026 was $856,102, compared to a net loss of $1,341,979 for the year ended June 30, 2025.
| 12 |
| Table of Contents |
For the years ended June 30, 2026 and 2025 selling, general and administrative expenses consisted of the following:
|
| 2026 |
|
| 2025 |
|
| Increase/ (Decrease) |
|
| % Change |
| ||||
Accounting expense |
| $ | 62,226 |
|
| $ | 74,242 |
|
| $ | (12,016 | ) |
|
| (16.2 | )% |
Consulting fees |
|
| 125,000 |
|
|
| 120,000 |
|
|
| 5,000 |
|
|
| 4.2 | % |
Salaries |
|
| 749,302 |
|
|
| 816,006 |
|
|
| (66,704 | ) |
|
| (8.2 | )% |
Legal and professional fees |
|
| 42,000 |
|
|
| 192,108 |
|
|
| (150,108 | ) |
|
| (78.1 | )% |
Travel expense |
|
| 700 |
|
|
| 153 |
|
|
| 547 |
|
|
| 357.5 | % |
Occupancy expense |
|
| 589 |
|
|
| 753 |
|
|
| (164 | ) |
|
| (21.8 | )% |
Telephone expense |
|
| 4,970 |
|
|
| 5,006 |
|
|
| (36 | ) |
| (0.7%) |
| |
Investor Relations expense |
|
| 3,448 |
|
|
| - |
|
|
| 3,448 |
|
|
| N/A |
|
Website expense |
|
| 860 |
|
|
| 696 |
|
|
| 164 |
|
|
| 23.6 | % |
Stock based consulting expense |
|
| 10,750 |
|
|
| 60,860 |
|
|
| (50,110 | ) |
|
| (82.3 | )% |
Stock based compensation |
|
| 341,400 |
|
|
| 323,400 |
|
|
| 18,000 |
|
|
| 5.6 | % |
Other |
|
| 22,920 |
|
|
| 56,593 |
|
|
| (33,673 | ) |
|
| (59.5 | )% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| $ | 364,165 |
|
| $ | 1,649,817 |
|
| $ | (285,652 | ) |
|
| (17.3 | )% |
The decrease in selling, general and administrative expenses during fiscal 2026, when compared with the prior year, is primarily due to a decrease in salaries of $66,704 due to lower headcount, a decrease in legal and professional fees of $150,108, a decrease in stock based consulting expense of $50,110, and a decrease in accounting expense of $12,016, offset by an increase in consulting fees of $5,000 and an increase in stock based compensation of $18,000.
Change in Fair Value of Derivative Liability
|
| Years Ended |
|
|
|
| ||||||
|
| June 30, |
|
| % |
| ||||||
|
| 2026 |
|
| 2025 |
|
| Change |
| |||
Gain on change in fair value of derivative liabilities |
| $ | 271,391 |
|
| $ | 33,761 |
|
|
| 704 | % |
The gain on change in fair value of derivative liabilities of $271,391 in fiscal 2026 (compared with $33,761 in fiscal 2025) consists of $263,586 from the derecognition, upon conversion or repayment of the related notes, of derivative liabilities initially recognized during the year and $7,805 from the remeasurement of the derivative liability outstanding at June 30, 2025. The initial fair value of the derivative liabilities recognized during the year ($263,586) was recorded as debt discount and amortized to interest expense.
Interest Income
|
| Years Ended |
|
|
|
| ||||||
|
| June 30, |
|
| % |
| ||||||
|
| 2026 |
|
| 2025 |
|
| Change |
| |||
Interest income |
| $ | - |
|
| $ | 12,767 |
|
|
| (100 | )% |
The Company did not record interest income during the year ended June 30, 2026, compared to $12,767 for the year ended June 30, 2025. The prior year interest income was associated with the Employee Retention Credit (ERC) payment received from the IRS.
Gain (loss) on extinguishment of debt
|
| Year Ended |
|
|
|
| ||||||
|
| June 30, |
|
| % |
| ||||||
|
| 2026 |
|
| 2025 |
|
| Change |
| |||
Gain on extinguishment of debt |
| $ | 2,923,004 |
|
| $ | 725,059 |
|
|
| 303 | % |
| 13 |
| Table of Contents |
During the year ended June 30, 2026, the Company recorded a gain on extinguishment of debt of $2,923,004. For the year ended June 30, 2026, the gain on extinguishment of debt was:
Component | Reference | Amount (2026) | Notes |
Gain on equitization of accrued salaries and consulting fees | Note 13 / MD&A | $1,248,079 | 40,000,000 shares issued at $0.0033 FV to settle $2,834,819 of accrued obligations. Third-party portion recognized in earnings; related-party portion to APIC. |
Gain on extinguishment — promissory-note principal (Series D exchange, fair value basis) | Note 7 / Note 9 | $955,188 | Fair value of Series D shares issued ($0.058/share) was $58,812 against $1,014,000 of extinguished promissory-note principal. |
Gain on extinguishment — convertible-note principal (Series D exchange, fair value basis) | Note 7 / Note 9 | $63,585 | Fair value of Series D shares issued ($0.058/share) was $3,915 against $67,500 of extinguished convertible-note principal. |
Gain on extinguishment — advances from former directors (Series D exchange, fair value basis) | Note 7 / Note 12 | $338,328 | Fair value of Series D shares issued ($0.058/share) was $20,831 against $359,159 of advances owed to Messrs. Grbelja and Favata, who had resigned as directors before the settlement date and were not related parties. |
Gain on forgiveness of accrued interest payable (Series D exchange) | Note 6 | $279,230 | Accrued interest extinguished upon issuance of 1,081,500 Series D shares for notes (promissory + convertible). |
Loss on write-off of unamortized debt discount (Series D exchange) | Note 6 / Note 9 | $(10,013) | Unamortized discount on extinguished promissory notes written off at the April 16, 2026 exchange date. |
Gain on extinguishment of note payable (cash settlement at discount) | Note 9 / Note 5 | $26,584 | Carrying value $176,584 settled for $150,000 cash payment; full release obtained. |
Gain on settlement of vendor payables | Note 9 | $22,023 | Trade payables with carrying value $42,023 settled for $20,000 cash; full releases obtained. Unrelated third-party vendors. |
Total Gain on Extinguishment of Debt – Year Ended June 30, 2026 |
| $2,923,004 |
|
In the prior year ended June 30, 2025, the Company obtained a legal opinion to extinguish aged debt totaling $725,059. Each of the individual debt instruments were determined to be beyond the statute of limitations and it was determined that the Company has a complete defense to liability related to this debt under the applicable statute of limitations. For the year ended June 30, 2025, 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 year ended June 30, 2025 |
| $ | 725,059 |
|
Liquidity and Capital Resources
|
| Balance at June 30, |
| |||||
|
| 2026 |
|
| 2025 |
| ||
Cash |
| $ | 22,212 |
|
| $ | 60,144 |
|
Accounts payable and accrued expenses |
|
| (1,536,672 | ) |
|
| (1,472,933 | ) |
Accrued compensation |
|
| (89,158 | ) |
|
| (2,556,428 | ) |
Notes, convertible notes, and accrued interest |
| $ | (355,714 | ) |
| $ | (1,593,484 | ) |
| 14 |
| Table of Contents |
At June 30, 2026, we had cash of $22,212 and total current assets of $30,252, compared with current liabilities of $1,981,544, resulting in a working capital deficit of $1,951,292. We used $913,888 of cash in operating activities during the year ended June 30, 2026.
Management estimates that the Company requires approximately $50,000 to $70,000 per month to maintain its status as a reporting company and to fund minimal operations. This estimate consists primarily of salaries, which have been only partially paid with the balance accrued, and professional services, including audit, legal, transfer agent, EDGAR and XBRL services, and dues and subscriptions. It assumes the continued partial deferral of salaries; if salaries under the Company’s executive employment agreements were paid in full, the Company’s monthly cash requirements would be substantially higher. As of the date of this Annual Report, the Company has no committed financing sources. Continued operations are dependent upon the Company’s ability to raise additional equity or debt capital on acceptable terms. There can be no assurance that such capital will be available.
Dilution / Liquidity
The following table summarizes the potential dilutive effect of our outstanding convertible preferred stock and convertible notes as of October 13, 2026, the filing date of this Annual Report, on an as-converted basis. The table does not give effect to future anti-dilution adjustments, additional payment-in-kind (“PIK”) dividends on the Series D Convertible Preferred Stock, or issuances of blank-check preferred stock, and it is not a weighted-average earnings-per-share denominator.
Security |
| Shares / Units Outstanding |
| Conversion / Exercise Terms |
| Potential Common Shares |
Common stock outstanding |
| 1,269,509,667 |
| — |
| 1,269,509,667 |
Series A and Series B Convertible Preferred Stock |
| 13,992,340 (Series A); 1,327,670 (Series B) |
| Series A: 1:1; Series B: 1 preferred share : 5 common shares |
| 20,630,690 |
Series AA Convertible Preferred Stock |
| 4 |
| 1:1 |
| 4 |
Series D Convertible Preferred Stock |
| 1,479,859 |
| Fixed conversion price of $0.05 per common share |
| 29,597,180 |
Accrued but undeclared Series D dividends (if settled in PIK shares) |
| 21,439
|
| 20 common shares per Series D share (calculated using unrounded accrued dividends) |
| 428,786 |
Convertible notes payable (if-converted) |
| — |
| Fixed conversion price of $121.50 per share; remaining notes after the September 21, 2026 exchange (see Note 4) |
| 1,019 |
Subtotal – currently quantifiable potential common shares |
|
|
| 1,320,167,346 | ||
The convertible notes payable row reflects the convertible notes that remained outstanding after four notes were exchanged for Series D Convertible Preferred Stock on September 21, 2026. All convertible notes outstanding at June 30, 2026 were convertible into approximately 1,783 shares of common stock (see Note 4).
Contingent / Unissued / Non-Convertible Instruments | |||
Series E Convertible Preferred Stock | Authorized; number of shares never fixed; none issued | 15,000 common shares per preferred share at $0.05 fixed conversion price | Contingent – if issued in the amount originally contemplated for the terminated ConnexUS AI transaction, would have represented approx. 40% of fully diluted equity |
Series G Governing Preferred Stock | 0 authorized (previously 100; designation withdrawn September 11, 2026 — see Note 7) | Not convertible (voting rights only: 100,000 votes per share) | None (voting only) |
Blank-check preferred stock | Approx. 100,000,100 remaining authorized | Terms to be fixed by the Board of Directors | Unquantifiable |
Warrants and stock options | None outstanding | — | — |
(1) All capitalization amounts and potential shares in this table are as of October 13, 2026. Potential shares reflect the terms and outstanding securities disclosed in this Annual Report and are not a weighted-average EPS denominator.
The 1,320.2 million potential common-share count above exceeds the 1,269.5 million shares of common stock currently outstanding by approximately 50.7 million shares, or approximately 4.0%, before giving effect to future financings, additional PIK dividends on the Series D Preferred Stock, or anti-dilution adjustments. The Series D conversion price is subject to broad-based weighted-average anti-dilution protection. Any future issuance of common stock or securities convertible into common stock at a price below $0.05 per share will reduce the Series D conversion price and increase the number of common shares issuable upon conversion. The Series AA Convertible Preferred Stock carries voting rights equal to 51% of the total votes on any matter submitted to stockholders, regardless of the number of shares of common stock outstanding. Combined with the 620,000,000 shares of common stock beneficially owned by PT Smart Green Technologies, voting control remains highly concentrated. The Board of Directors retains the authority to fix the number of authorized shares of Series E Convertible Preferred Stock and to issue such shares without further stockholder approval. Management expects that near-term capital raises will be effected primarily through the issuance of equity or equity-linked securities, which would further increase the potential common-share count.
The objective of liquidity management is to ensure that we have ready access to sufficient funds to meet commitments and effectively implement our growth strategy. 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.
We were unable to generate sufficient funds from operations to fund our ongoing operating requirements through June 30, 2026. We may need to raise funds to enhance our working capital and use them for strategic purposes. If such need arises, we intend to generate proceeds from either debt or equity financing.
Going Concern
The accompanying financial statements have been prepared on a going-concern basis. The conditions described above raise substantial doubt about the Company’s ability to continue as a going concern for a period of one year from the date of issuance of these financial statements. Management’s plans include the continued issuance of equity and debt securities. The outcome of these matters cannot be predicted at this time, and there are no assurances that, if achieved, the Company will have sufficient funds to execute its business plan or generate positive operating results. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. The Company has used net cash in its operating activities of $913,888 and $411,177 during the years ended June 30, 2026 and 2025, respectively, and has a working capital deficit of approximately $1.95 million and $5.8 million at June 30 2026 and 2025, respectively. The Company’s ability to continue as a going concern is dependent upon its ability to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due, and to generate profitable operations in the future. Management plans may continue to provide for its capital requirements by issuing additional equity securities and debt.
| 15 |
| Table of Contents |
|
| For the Years Ended |
| ||||||
|
| June 30, 2026 |
|
| June 30, 2025 |
| |||
Cash flows from operating activities: |
|
|
|
|
|
| |||
Net income |
| $ | 856,102 |
|
| $ | (1,341,979 | ) | |
Adjustments to reconcile net income to net cash used in operating activities: |
|
|
|
|
|
|
|
| |
Stock based compensation |
|
| 352,150 |
|
|
| 384,260 |
| |
Common stock issued for note conversion fees |
|
| 3,500 |
|
|
| - |
| |
|
|
|
|
|
|
|
|
| |
Amortization of debt discount |
|
| 79,963 |
|
|
| 67,194 |
| |
Gain on change in fair value of derivative liability |
|
| (271,391 | ) |
|
| (33,761 | ) | |
Gain on extinguishment of debt |
|
| (2,923,004 | ) |
|
| (725,059 | ) | |
Changes in operating assets and liabilities: |
|
|
|
|
|
|
|
| |
Accounts payable and accrued expenses |
|
| 79,963 |
|
|
| 312,195 |
| |
Accrued interest payable and default amounts added to note principal |
|
| 201,260 |
|
|
| 363,323 |
| |
Accrued compensation |
|
| 367,548 |
|
|
| 570,150 |
| |
Change in prepaid expenses |
|
| (540 | ) |
|
| (7,500 | ) | |
Net cash used in operating activities |
| $ | (913,888 | ) |
| $ | (411,177 | ) | |
| |||||||||
Cash flows from financing activities: |
|
|
|
|
|
|
|
| |
Advances from officers and directors, net |
|
| 85,500 |
|
|
| 95,225 |
| |
Repurchase of warrants |
|
| (4,000 | ) |
|
| - |
| |
Repayment of notes payable and convertible notes payable |
|
| (400,824 | ) |
|
| (201,560 | ) | |
Proceeds from sale of common stock |
|
| 375,000 |
|
|
| - |
| |
Proceeds from sale of preferred stock |
|
| 300,000 |
|
|
| - |
| |
Proceeds from short term note payable |
|
| 528,000 |
|
|
| 569,200 |
| |
Payment of debt issuance costs |
|
| (7,720 | ) |
|
| - |
| |
Net cash provided by financing activities |
| $ | 875,956 |
|
| $ | 462,865 |
| |
|
|
|
|
|
|
|
|
| |
Net increase (decrease) in cash |
| $ | (37,932 | ) |
| $ | 51,688 |
| |
Cash Flows
Year ended June 30, 2026
During fiscal 2026, the Company’s primary source of liquidity was financing activities. Net cash used in operating activities was $913,888, compared with $411,177 in fiscal 2025, an increase of $502,711, or 122.3%, reflecting, among other things, $121,793 of interest paid (compared with $20,016 in fiscal 2025) and $199,115 advanced to ConnexUS AI Inc. in connection with the terminated acquisition (see Note 10). Net cash provided by financing activities was $875,956, compared with $462,865 in fiscal 2025. The Company had no investing activities in either year. Cash decreased by $37,932 in fiscal 2026, compared with an increase of $51,688 in fiscal 2025.
Financing cash flows in fiscal 2026 consisted of $528,000 of net proceeds from the issuance of promissory notes, $375,000 from the sale of 500,000,000 shares of common stock and $300,000 from the sale of three shares of Series AA Convertible Preferred Stock to PT Smart Green Technologies, and $85,500 of net advances from officers and directors, partially offset by $400,824 of repayments of notes payable and convertible notes payable, $7,720 of debt issuance costs and a $4,000 payment to cancel a warrant.
Year ended June 30, 2025
Net cash used in operations in fiscal year 2025 decreased by $77,142 or 15.8% from fiscal year 2024. Cash from financing activities was obtained through the sale of promissory notes that netted the Company $569,200, and advances from officers and directors of $95,225.
Notes Payable and Convertible Notes Payable
At June 30, 2026, the Company had promissory notes payable with a face amount of $144,600 ($122,589, net of $22,011 of unamortized discount), compared with $991,567 at June 30, 2025, and convertible notes payable of $108,009, compared with $183,873 at June 30, 2025. Accrued interest on promissory notes and convertible notes was $16,438 and $108,678, respectively, at June 30, 2026, and all of these obligations are classified as current liabilities. The reduction in debt during fiscal 2026 reflects the April 2026 exchange of $1,014,000 of promissory-note principal and $67,500 of convertible-note principal for Series D Convertible Preferred Stock (with $279,230 of related accrued interest separately forgiven), the conversion of $131,737 of convertible-note principal and $181,798 of accrued interest into common stock, and cash repayments, partially offset by promissory notes with a face amount of $658,500 issued during the year. On September 21, 2026, four convertible notes with $35,000 of principal and $57,211 of accrued interest were exchanged for 35,000 shares of Series D Convertible Preferred Stock. See Notes 4, 5, 6 and 16 to the consolidated financial statements.
| 16 |
| Table of Contents |
The Company had promissory notes aggregating $122,589, net of unamortized discount of $22,011 (face value of $144,600), at June 30, 2026 and $991,567 at June 30, 2025. During fiscal 2026, the Company extinguished or repaid twenty-nine promissory notes, including notes issued in prior years.
|
| Balance at |
|
| Balance at |
| ||
|
| June 30, 2026 |
|
| June 30, 2025 |
| ||
Notes payable |
| $ | 144,600 |
|
| $ | 1,017,720 |
|
Discount on notes payable |
|
| (22,011 | ) |
|
| (26,153 | ) |
Notes payable, net of discount |
| $ | 122,589 |
|
| $ | 991,567 |
|
As of April 16, 2026, the outstanding principal balance of the promissory notes totaling $1,014,000 was exchanged for 1,014,000 shares of Series D Convertible Preferred Stock, resulting in a gain on extinguishment of accrued interest of $254,975 and, together with the fair value measurement of the Series D shares issued, a gain on extinguishment of promissory-note principal of $955,188 (see Note 9). See Note 7 – Stockholders’ Deficit for a summary of the terms of the Series D Convertible Preferred Stock, Note 6 – Accrued Interest Payable for the April 2026 issuance, and Note 16 – Subsequent Events for the September 2026 exchange.
Convertible Notes Payable
The Company had $108,009 of convertible notes payable outstanding at June 30, 2026, compared to $183,873 at June 30, 2025. Accrued interest related to convertible notes payable amounted to approximately $108,678 and $247,563 at June 30, 2026 and 2025, respectively. See Note 4 for the debt balances and Note 7 for the potential dilution disclosure.
|
| Balance at |
|
| Balance at |
| ||
|
| June 30, 2026 |
|
| June 30, 2025 |
| ||
Convertible notes payable |
| $ | 108,009 |
|
| $ | 183,873 |
|
Discount on convertible notes |
|
| - |
|
|
| - |
|
Convertible notes payable, net of discount |
| $ | 108,009 |
|
| $ | 183,873 |
|
Common Stock Warrants
In April 2026, all outstanding common stock purchase warrants, exercisable for 5,112,426 shares of common stock in the aggregate and held by Talos Victory Fund, LLC and FirstFire Global Opportunities Fund, were cancelled, the Talos warrant for no consideration and the FirstFire warrant for a $4,000 cash payment that was recorded as a reduction of additional paid-in capital. No warrants were outstanding at June 30, 2026 (see Note 7).
| 17 |
| Table of Contents |
A summary of the status of the Company’s outstanding common stock warrants as of June 30, 2026 and changes during the fiscal year ending on that date is as follows:
|
| Number of |
|
| Weighted Average |
| ||
|
| Warrants |
|
| Exercise Price |
| ||
Common Stock Warrants |
|
|
|
|
|
| ||
Balance at beginning of year |
|
| 5,112,426 |
|
| $ | 0.0169 |
|
Granted |
|
| - |
|
|
| - |
|
Exercised |
|
| - |
|
|
| - |
|
Acquired and retired |
|
| (5,112,426 | ) |
|
| 0.0169 |
|
Balance at end of period |
|
| - |
|
| $ | - |
|
|
|
|
|
|
|
|
|
|
Warrants exercisable at end of period |
|
| - |
|
| $ | - |
|
Derivative Liability
The Company recognizes derivative financial instruments, including embedded conversion features that require bifurcation, on its balance sheet at fair value. The Company had no derivative liabilities at June 30, 2026, compared with $7,805 at June 30, 2025 (see Note 3).
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements.
Climate Change
Our opinion is that neither climate change, nor governmental regulations related to climate change, have had, or are expected to have, any material effect on our operations.
| 18 |
| Table of Contents |
Critical Accounting Estimates
The preparation of our consolidated financial statements requires management to make estimates and judgments that affect reported amounts and related disclosures. We consider an estimate critical when it requires assumptions about highly uncertain matters and a reasonably likely change in the estimate could materially affect our financial condition or results of operations. The estimates described below were the most significant in preparing the fiscal 2026 financial statements.
Fair Value of Series D Convertible Preferred Stock and Debt Extinguishments
In April 2026, we issued 1,444,859 shares of Series D Convertible Preferred Stock in debt-for-equity exchanges. Management estimated the fair value at $0.058 per share, or $83,802 in the aggregate, using a conversion-parity methodology based on a $0.0029 eight-trading-day VWAP for the period ended April 14, 2026 (the date the Board adopted the Certificate of Designation; management considers these inputs appropriate for the April 16, 2026 exchange date because the market price of the common stock did not change significantly between April 14 and April 16, 2026) and the initial 20-to-one conversion ratio. The measurement is classified as Level 3 because management assessed the effect of the Series D dividend, liquidation preference, anti-dilution protection, and redemption terms. A $0.001 change in the VWAP input would change the aggregate conversion-parity value by approximately $28,897 and would correspondingly change the gain recognized on the exchanges. See Notes 7, 9 and 15.
Going Concern
Management evaluated whether conditions and events raise substantial doubt about our ability to continue as a going concern for the one-year period following issuance of these financial statements. The evaluation requires judgment about expected operating cash flows, debt maturities, the availability and timing of financing, and the feasibility of management’s plans. The accompanying financial statements include the related going-concern disclosure; they do not include adjustments that could result if the Company is unable to continue as a going concern.
Deferred Tax Assets and Valuation Allowance
Management records deferred tax assets for deductible temporary differences and tax attributes and assesses whether a valuation allowance is needed based on all available evidence. Because of the Company’s cumulative losses, unfiled historical tax returns, and uncertainty as to the realizability and potential limitation of tax attributes, the Company recorded a full valuation allowance against its net deferred tax assets. See Note 11.
Debt, Convertible Instruments and Derivatives
Management evaluates the contractual terms of debt and equity-linked instruments to determine classification, the need for derivative bifurcation, and measurement of discounts and issuance costs. These conclusions require judgment about conversion, anti-dilution, redemption and settlement provisions. See Notes 3, 4, 5 and 7.
| 19 |
| Table of Contents |
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.
Item 8. Financial Statements and Supplementary Data.
The financial statements and supplementary data of the Company required by this Item are described in Item 15 of this Annual Report on Form 10-K and are presented beginning on page F-1.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
The changes in the Company’s independent registered public accounting firm during the two most recent fiscal years were previously reported in Current Reports on Form 8-K. No disclosure is required under this Item with respect to changes previously reported.
| 20 |
| Table of Contents |
Item 9A. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended, or the Exchange Act. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of June 30, 2026, our disclosure controls and procedures were not effective in ensuring that material information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, including ensuring that such material information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure. This conclusion reflects the material weaknesses in our internal control over financial reporting described below, including the control deficiency that resulted in our filing a Current Report on Form 8-K on April 16, 2026 that incorrectly reported the issuance of shares of Series G Governing Preferred Stock, which we corrected in a Current Report on Form 8-K/A filed September 11, 2026, and the control deficiency that resulted in our failure to file Current Reports on Form 8-K for the employment agreements with our Chief Financial Officer and our Chief Executive Officer (see Item 9B).
Management Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Exchange Act. Our management assessed the effectiveness of our internal control over financial reporting as of June 30, 2026. In making this assessment, our management used criteria issued by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control – Integrated Framework (2013).
During our assessment of the design and the effectiveness of internal control over financial reporting as of June 30, 2026, 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; |
|
|
|
| · | We do not have any independent directors or an independent audit committee to provide oversight of our financial reporting, our related-party transactions, and our internal control over financial reporting, and the officers who prepare our financial statements also constitute our Audit Committee; |
|
|
|
| · | Our controls over the review of disclosures in our Exchange Act reports were not designed to verify reported equity issuances against the Company’s stock ledger and minute book, as evidenced by the incorrect statement regarding Series G Governing Preferred Stock in our Current Report on Form 8-K filed April 16, 2026, which was corrected by a Form 8-K/A filed September 11, 2026; |
|
|
|
| · | Our controls over the identification and reporting of compensatory arrangements with our executive officers were not designed to ensure that such arrangements are reported on Form 8-K within the required time periods, as evidenced by our failure to file Current Reports on Form 8-K under Item 5.02(e) of Form 8-K for the March 28, 2026 Executive Employment Agreement with our Chief Financial Officer and the April 13, 2026 Chairman and Chief Executive Officer Agreement with our Chief Executive Officer (see Item 9B); |
|
|
|
| · | Our Board of Directors consists of two members; however, we lack the resources and personnel to implement proper segregation of duties or other risk mitigation systems. Because of these material weaknesses, management concluded that our internal control over financial reporting was not effective as of June 30, 2026, based on the criteria referenced above. This Annual Report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting; management’s report was not subject to attestation pursuant to rules of the SEC that permit smaller reporting companies that are non-accelerated filers to provide only management’s report. |
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. 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.
| 21 |
| Table of Contents |
Remediation Plan
Management has developed and the Board of Directors has approved the following remediation plan to address the material weaknesses in internal control over financial reporting identified as of June 30, 2026:
1. Formal Written Policies and Procedures By December 31, 2026, management will adopt and implement formal written policies and procedures covering the key financial reporting processes, including the period-end close, journal-entry initiation and approval, related-party transaction identification and review, equity issuance authorization, account reconciliations, and the authorization and documentation of executive compensation arrangements and equity awards.
2. Segregation of Duties By March 31, 2027, the Company will engage an independent accounting consultant or part-time controller (or equivalent resource) to provide additional personnel capacity and to establish segregation of duties over cash disbursements, account reconciliations, and the financial close process. Until such engagement is completed, the Chief Financial Officer and Chief Executive Officer will continue to perform complementary reviews of significant transactions and reconciliations.
3. Fraud Risk Assessment and Financial Reporting Objectives Commencing with the quarter ending December 31, 2026, and continuing on a quarterly basis thereafter, management will formally document the Company’s financial reporting objectives and will conduct and document a fraud-risk assessment. The results of each assessment will be reviewed with the Board of Directors.
4. Board Oversight The Board of Directors (through its Audit Committee, and upon its reconstitution with independent members) will review the status of the remediation plan at each regularly scheduled Board meeting and will receive a written progress report from management at least quarterly until the material weaknesses are fully remediated.
Management believes these steps, if successfully implemented, will remediate the material weaknesses described above. However, there can be no assurance that the remediation plan will be completed on the contemplated timeline, that the measures will fully remediate the existing material weaknesses, or that additional material weaknesses will not be identified in the future. The effectiveness of the remediation efforts will be assessed and reported in subsequent periodic filings under the Exchange Act.
Changes in Internal Control over Financial Reporting
During the fiscal quarter ended June 30, 2026, both of our independent directors, who constituted the entire membership of our Audit Committee, resigned effective April 7, 2026, and effective April 27, 2026 our Chairman and Chief Executive Officer changed. Since those changes, our Audit Committee has consisted solely of our two executive officers, and we no longer have independent oversight of our financial reporting and internal control over financial reporting. Management considers these changes to have materially affected our internal control over financial reporting. Other than these changes, there was no change in our internal control over financial reporting during the fiscal quarter ended June 30, 2026, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information
Item 5.02(e) of Form 8-K requires a Current Report on Form 8-K to be filed within four business days after a company enters into, or materially amends, a material compensatory plan, contract or arrangement with its principal executive officer, principal financial officer or a named executive officer. The Company did not file Current Reports on Form 8-K to report (i) the Executive Employment Agreement dated March 28, 2026 between the Company and Mark B. Lucky, the Company’s Chief Financial Officer, Principal Financial Officer and Principal Accounting Officer, which the Board of Directors ratified on June 30, 2026, effective as of March 28, 2026 (Exhibit 10.40), or (ii) the Chairman and Chief Executive Officer Agreement dated April 13, 2026 between the Company and Paul R. Taylor, the Company’s Chairman and Chief Executive Officer, as subsequently amended and restated in its entirety (Exhibit 10.41).
The material terms of these agreements are described in Item 11 – Executive Compensation under the caption “Employment Agreements,” which information is incorporated by reference into this Item 9B, and the agreements are filed as Exhibits 10.40 and 10.41 to this Annual Report.
Other than as described above, there was no information required to be disclosed in a report on Form 8-K during the fourth quarter of fiscal 2026 that was not reported.
During the fiscal quarter ended June 30, 2026, no director or officer adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement, as each term is defined in Item 408(a) of Regulation S-K.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
| 22 |
| Table of Contents |
PART III
Item 10. Directors, Executive Officers and Corporate Governance.
The following table sets forth the names, ages and principal position of our executive officers and directors as of June 30, 2026:
Name |
| Age |
|
| Position |
Paul R. Taylor |
| 66 |
|
| Chairman of the Board, Chief Executive Officer (1) (2) |
Mark Lucky |
| 67 |
|
| Director, Chief Financial Officer (1) (2) |
(1) Member of the Compensation Committee
(2) Member of the Audit Committee
Mr. Paul R. Taylor, a British citizen, has served as Chairman of the Board of Directors and Chief Executive Officer of Visium Technologies, Inc. (the “Company”) since April 27, 2026. Mr. Taylor has more than three decades of experience in public-company leadership, strategic turnarounds, capital markets, and shareholder activism, with a focus on technology. He began his career in London, where he worked in a commodity banking and trading firm, serving as a market maker between government owned Russian sellers and Chinese municipal buyers of specific products. Following the acquisition of that London firm by Salomon Brothers, Mr. Taylor relocated to New York to continue his career, shifting from commodities toward Nasdaq and OTC capital markets. In 2005, Mr. Taylor founded and managed Hyde Park Advisors.
From 2010 through 2019, Mr. Taylor withdrew from US public-company business to concentrate on alternative investment avenues and real estate-based investments.
Mr. Taylor’s extensive background in capital markets, trading, and investment management positions him to lead the Company’s acquisition schedule and ongoing developments.
Mr. Mark Lucky currently serves as the Company’s Chief Financial Officer, Treasurer and Secretary since February 2018 and as a director, and served as Chairman of the Board and Chief Executive Officer from February 2018 until April 27, 2026. Mr. Lucky has been a certified public accountant (inactive license in California) and has more than 20 years of experience serving as a public company chief financial officer. His professional experience includes working with start-ups, development-stage and mature companies in a wide variety of industries. From May 2014 until February 2018, Mr. Lucky has worked as a consultant to various public and private companies, including Visium Technologies, Inc., Intelligent Living America, Inc. (OTCBB: ILIV), and Ronn Motor Group, Inc. Prior to that, Mr. Lucky served as the CFO for IceWeb Inc. (OTCBB: IWEB) from March 2007 to May 2014. From 2004 to 2005, he served as Vice President of Finance and Administration at Galt Associates, Inc., a Sterling, Virginia informatics/ technology and medical research services company and from 2001 to 2004 he was Vice President of Finance and Administration of MindShare Design, Inc., a San Francisco, California based internet technology company. During his career Mr. Lucky has also been employed by Axys Pharmaceuticals, Inc (NASDAQ: AXPH) a San Francisco, California-based early-stage drug discovery biotech company, PriceWaterhouseCoopers, LLC, COMPASS Management and Leasing, Inc., Mindscape, Inc., The Walt Disney Company, and KPMG. Mr. Lucky formerly served as a member of the board of directors of Intelligent Living America, Inc., VOIS Inc. and HASCO Medical, Inc. Mr. Lucky received a B.A. degree in Economics from the University of California, Los Angeles.
We believe that Mr. Lucky’s extensive senior management and operational experience brings valuable knowledge to our board of directors and that these experiences, qualifications, and attributes have led to our conclusion that Mr. Lucky should be serving as a member of our board of directors.
Changes in our Board of Directors and Executive Officers During Fiscal 2026
On April 7, 2026, the Board accepted the resignations of Paul Anthony Favata and Thomas Grbelja from all positions held with the Company, including as independent directors and as members of the Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee, effective immediately. The Board determined that these resignations were not the result of any disagreement with the Company on any matter relating to its operations, policies, or practices, and were undertaken as part of a board refresh in connection with the strategic restructuring and acquisition activity described elsewhere in this Annual Report. The Company had no severance, compensation, or other obligations to Mr. Favata or Mr. Grbelja in connection with their resignations.
Effective April 27, 2026, Paul R. Taylor was appointed Chairman of the Board and Chief Executive Officer, and Cheddi Rai was appointed Chief Operating Officer and Chief Technology Officer of the Company, in each case in connection with the Company’s proposed acquisition of ConnexUS AI Inc. described in Note 10 to the consolidated financial statements. Mr. Lucky, who had served as Chairman and Chief Executive Officer since February 2018, continued with the Company as Chief Financial Officer, Treasurer and Secretary. In connection with his appointment and the proposed ConnexUS AI transaction, Mr. Rai was to receive Series E Convertible Preferred Stock and stock options upon closing of that transaction, as described in a Schedule 13D filed April 28, 2026, and was expected to join the Board upon closing of the transaction.
On June 8, 2026, the Board determined that the proposed ConnexUS AI transaction would not be consummated (see Note 10). In connection with the termination of that transaction, Mr. Rai resigned from all officer and other positions with the Company, effective immediately, pursuant to a Mutual Release, Settlement and Termination Agreement. The Company has no further severance, compensation, or other obligations to Mr. Rai beyond those expressly set forth in that agreement. No shares of Series E Convertible Preferred Stock were ever issued to Mr. Rai or any other person (see Note 7). Concurrently, the Board confirmed its composition as Mr. Taylor (Chairman and Chief Executive Officer) and Mr. Lucky (Chief Financial Officer, Treasurer, Secretary and director).
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Committees of the Board of Directors
Our Board of Directors has established an Audit Committee, and a Compensation Committee, and meet as a whole to fulfill the functions of the Nominating Committee.
Audit Committee. Messrs. Taylor and Lucky are members of the Audit Committee. The Audit Committee of our Board of Directors was formed to assist the Board of Directors in fulfilling its oversight responsibilities for the integrity of our consolidated financial statements, compliance with legal and regulatory requirements, the independent registered public accounting firm’s qualifications and independence, and the performance of our internal audit function and independent auditors. The Audit Committee will also prepare the report that SEC rules require be included in our annual proxy statement. The Audit Committee has adopted a charter which sets forth the parameters of its authority The Audit Committee Charter provides that the Audit Committee is empowered to:
| · | Appoint, compensate, and oversee the work of the independent registered public accounting firm employed by our company to conduct the annual audit. This firm will report directly to the audit committee; |
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| · | Resolve any disagreements between management and the auditor regarding financial reporting; |
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| · | Pre-approve all auditing and permitted non-audit services performed by our external audit firm; |
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| · | Retain independent counsel, accountants, or others to advise the committee or assist in the conduct of an investigation; |
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| · | Seek any information it requires from employees - all of whom are directed to cooperate with the committee’s requests - or external parties; |
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| · | Meet with our officers, external auditors, or outside counsel, as necessary; and |
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| · | The committee may delegate authority to subcommittees, including the authority to pre-approve all auditing and permitted non-audit services, provided that such decisions are presented to the full committee at its next scheduled meeting. |
The Audit Committee Charter contemplates that each member will satisfy the independence requirements of Section 10A(m)(3) of the Exchange Act and Rule 10A-3 thereunder, that each member will be financially literate, and that at least one member will qualify as an “audit committee financial expert.” No member of the Audit Committee will serve simultaneously on the audit committees of more than two other public companies.
Neither Mr. Taylor nor Mr. Lucky currently satisfies these independence standards, because each is an executive officer of the Company; accordingly, no member of the Audit Committee is currently independent, and the Audit Committee does not currently provide independent oversight of management or of the Company's financial reporting process. See Item 13 – Certain Relationships and Related Party Transactions, and Director Independence and Item 14 – Principal Accountant Fees and Services for further discussion, including the fact that the members of the Audit Committee are the same executive officers responsible for preparing the financial statements the Committee oversees. The Company intends to appoint one or more additional directors satisfying applicable independence standards as soon as practicable, in light of the Company's size, financial resources, and the availability of qualified candidates willing to serve, and to reconstitute the Audit Committee with independent members and designate an audit committee financial expert, if appropriate, at that time. The Company has not designated an audit committee financial expert, as defined in Item 407(d)(5) of Regulation S-K, because the Audit Committee currently consists solely of executive officers who are not independent. There can be no assurance as to when, or whether, the Company will be able to identify and appoint independent directors satisfying these requirements.
A copy of the Audit Committee Charter is available on our website at www.visiumtechnologies.com under “Investor Relations”.
Compensation Committee. Messrs. Taylor and Lucky are members of the Compensation Committee. The Compensation Committee was appointed by the Board to discharge the Board’s responsibilities relating to:
| · | compensation of our executives, |
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| · | equity-based compensation plans, including, without limitation, stock option and restricted stock plans, in which officers or employees may participate and |
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| · | arrangements with executive officers relating to their employment relationships with our company, including employment agreements, severance agreements, supplemental pension, or savings arrangements, change in control agreements and restrictive covenants. |
The Compensation Committee has adopted a charter. The Compensation Committee charter provides that the Compensation Committee has overall responsibility for approving and evaluating executive officer compensation plans, policies, and programs of our company, as well as all equity-based compensation plans and policies. In addition, the Compensation Committee oversees, reviews, and approves all of our ERISA and other employee benefit plans which we may establish from time to time. The Compensation Committee is also responsible for producing an annual report on executive compensation for inclusion in our proxy statement and assisting in the preparation of certain information to be included in other periodic reports filed with the SEC.
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The Compensation Committee Charter contemplates that each member will be independent and will qualify as a “non-employee director” for purposes of Rule 16b-3 under the Exchange Act.
Pursuant to our Compensation Committee Charter, the Compensation Committee is charged with evaluating and recommending for approval by the Board of Directors the compensation of our executive officers. In addition, the Compensation Committee also evaluates and makes recommendations to the entire Board of Directors regarding grants of options which may be made as director compensation. The Compensation Committee does not delegate these authorities to any other persons, nor does it use the services of any compensation consultants.
Neither Mr. Taylor nor Mr. Lucky currently satisfies the independence standards described above, because each is an executive officer of the Company; accordingly, no member of the Compensation Committee is currently independent. As a result, the compensation of the Company's executive officers, including Messrs. Taylor and Lucky, is currently reviewed and approved by a Compensation Committee composed entirely of the Company's own executive officers rather than by independent directors, which may present an actual or perceived conflict of interest with respect to executive compensation decisions, including the employment agreements described above. See Item 13 – Certain Relationships and Related Party Transactions, and Director Independence. The Company intends to appoint one or more additional directors satisfying applicable independence standards as soon as practicable, in light of the Company's size, financial resources, and the availability of qualified candidates willing to serve, and to reconstitute the Compensation Committee with independent members at that time. There can be no assurance as to when, or whether, the Company will be able to identify and appoint independent directors satisfying these requirements.
Compliance with Section 16(a) of the Exchange Act
Section 16(a) of the Securities Exchange Act of 1934 requires our officers and directors, and persons who own more than ten percent of a registered class of our equity securities, to file reports of ownership and changes in ownership with the Securities and Exchange Commission. Such persons are required by SEC regulations to furnish us with copies of all Section 16(a) reports they file.
To our knowledge, based solely on our review of the copies of such reports furnished to us and written representations that no other reports were required to be filed during fiscal 2026, we believe that for fiscal 2026, all required reports were filed on a timely basis under Section 16(a).
Family Relationships
There are no family relationships among any of our officers or directors.
Code of Ethics
We have adopted a Code of Ethics and Business Conduct to provide guiding principles to our principal executive officer, principal financial officer, and principal accounting officer or controller of our company in the performance of their duties. Our Code of Ethics and Business Conduct also strongly recommends that all directors and employees of our company comply with the code in the performance of their duties. Our Code of Ethics and Business Conduct provides that the basic principle that governs all of our officers, directors and employees is that our business should be carried on with loyalty to the interest of our stockholders, customers, suppliers, fellow employees, strategic partners and other business associates. We believe that the philosophy and operating style of our management are essential to the establishment of a proper corporate environment for the conduct of our business. A copy of our Code of Ethics and Business Conduct is incorporated by reference as Exhibit 14.1 to this Annual Report.
Generally, our Code of Ethics and Business Conduct provides guidelines regarding:
| · | conflicts of interest, |
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| · | financial reporting responsibilities, |
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| · | insider trading, |
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| · | inappropriate and irregular conduct, |
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| · | political contributions, and |
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| · | compliance with laws. |
Insider Trading Policies and Procedures
We have adopted insider trading policies and procedures governing the purchase, sale, and other dispositions of our securities by our directors, officers and employees that we believe are reasonably designed to promote compliance with insider trading laws, rules and regulations. Our insider trading policy does not govern purchases or sales of our securities by the Company itself because the Company does not currently engage in repurchases of its securities. A copy of our insider trading policy is filed as Exhibit 19.1 to this Annual Report.
Item 11. Executive Compensation.
The following table sets forth, for the last two completed fiscal years, all compensation paid, distributed or accrued for services rendered to us by (i) all individuals serving as our principal executive officer or acting in a similar capacity during the last completed fiscal year, regardless of compensation level; (ii) our two most highly compensated executive officers other than the principal executive officer who were serving as executive officers at the end of the last completed fiscal year and whose total compensation exceeded $100,000; and (iii) up to two additional individuals for whom disclosure would have been provided pursuant to (ii) above but for the fact that the individual was not serving as our executive officer at the end of the last completed fiscal year:
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Summary Compensation Table
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| Non- |
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| Non-Qualified |
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| Equity |
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| Deferred |
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| Salary |
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| Bonus |
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| Stock |
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| Option |
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| Incentive Plan |
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| Compensation |
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| All Other |
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Name and Principal Position |
| Year |
| ($) |
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| ($) |
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| Awards |
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| Awards ($) |
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| Compensation ($) |
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| Earnings |
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| Compensation ($) |
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| Total ($) |
| ||||||||
Paul R. Taylor |
| 2026 |
| $ | 60,000 |
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| - |
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| 25,000 | (1) |
| $ | 85,000 |
| ||||
Chief Executive Officer |
| 2025 |
| $ | - |
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| $ | - |
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| $ | - |
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| $ | - |
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| $ | - |
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| $ | - |
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| $ | - |
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| $ | - |
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Mark Lucky |
| 2026 |
| $ | 420,833 |
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| 156,000 |
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| 10,000 | (2) |
| $ | 586,833 |
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Chief Financial Officer |
| 2025 |
| $ | 450,000 |
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| $ | - |
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| $ | 147,000 |
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| $ | - |
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| $ | - |
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| $ | - |
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| $ | - |
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| $ | 597,000 |
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| (1) | Consists of a $25,000 reorganization fee paid to Mr. Taylor on April 2, 2026, before his appointment as Chairman and Chief Executive Officer, for services in connection with the Company’s reorganization. The fee was recorded as consulting expense in fiscal 2026. |
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| (2) | Consists of a $10,000 deal fee paid to Mr. Lucky on April 2, 2026, which was recorded as consulting expense. |
Employment Agreements
On March 28, 2026, the Company entered into an Executive Employment Agreement with Mark B. Lucky, the Company’s Chief Financial Officer, Principal Financial Officer and Principal Accounting Officer (the “Lucky Agreement”). Mr. Taylor executed the Lucky Agreement on behalf of the Company before his appointment as Chairman and Chief Executive Officer. On June 30, 2026, the Board of Directors, with Mr. Lucky abstaining, ratified the Lucky Agreement, effective as of March 28, 2026, and on June 30, 2026, the holders of a majority of the Company’s voting power ratified it by written consent. The ratification did not change any amount recognized in the consolidated financial statements. No stock option has been granted under the Lucky Agreement; for accounting purposes a grant date will occur only when the Board approves the grant and its key terms. The Lucky Agreement has an initial two-year term and provides for:
| · | an annual base salary of not less than $400,000, which may be increased but not decreased by the Compensation Committee without written amendment; |
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| · | eligibility for a quarterly bonus equal to 3.5% of annual salary, payable in arrears and contingent on the Company's timely filing of its periodic reports on Forms 10-Q and 10-K, with the bonus-qualifying period beginning one quarter after the effective date; |
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| · | a contemplated initial stock option grant equal to 8% of the Company’s fully diluted issued and outstanding shares as of the grant date, subject to the agreement’s stated transaction and performance conditions. As of the date of this Annual Report, no option has been granted or priced under the Lucky Agreement, and no option is outstanding; |
Under the Lucky Agreement, if the Company terminates Mr. Lucky's employment without "Cause," or Mr. Lucky resigns for "Good Reason" (each as defined in the agreement), he is entitled to twelve months of base salary continuation, a pro-rated target bonus, twelve months of Company-paid COBRA premiums, and twelve months of continued vesting of outstanding equity awards, subject to execution of a release. If a "Change of Control" (as defined in the agreement) occurs and Mr. Lucky is terminated without Cause or resigns for Good Reason within twelve months following such Change of Control, he is instead entitled to eighteen months of base salary, 150% of his target bonus, eighteen months of Company-paid COBRA premiums, and full acceleration of all outstanding equity awards. The Lucky Agreement also contains customary confidentiality, non-competition (twelve months post-termination), and non-solicitation (twenty-four months post-termination) covenants, and indemnification and clawback provisions.
Executive Employment Agreement with Paul R. Taylor
On April 13, 2026, the Company entered into a Chairman and Chief Executive Officer (CEO) Agreement with Paul R. Taylor. This agreement was subsequently amended and restated in its entirety (the “Amended Taylor Agreement”). Mr. Taylor’s salary was effective beginning April 15, 2026. The Amended Taylor Agreement has an initial term of 24 months and automatically renews for successive 12-month periods unless either party provides written notice of non-renewal at least 90 days prior to the end of the current term. Under the Amended Taylor Agreement, Mr. Taylor is entitled to the following compensation and benefits:
| · | An annual base salary of $251,846. |
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| · | A one-time reorganization fee of $25,000 payable from specific offering proceeds at closing. The $25,000 reorganization fee was paid on April 2, 2026 and is reported under All Other Compensation in the Summary Compensation Table. |
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| · | A non-discretionary performance bonus equal to 3.0% of any gross increase in the Company's market capitalization, measured every 30 days, with unpaid balances accruing interest at 13% per annum. No performance bonus had been earned as of June 30, 2026 or as of the date of this Annual Report. |
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| · | Stock options equal to 5% of the fully diluted issued and outstanding shares of the Company as of the effective date of the agreement. These options vest in three equal tranches: one-third (1/3) upon closing of a specified transaction, one-third (1/3) on the 12-month anniversary of the agreement, and one-third (1/3) upon achievement of designated regulatory and compliance milestones. As of the date of this Annual Report, no options have been granted or priced under this provision, and no options are outstanding. |
Severance and Change of Control Benefits
If the Company terminates Mr. Taylor without “Cause,” if Mr. Taylor resigns for “Good Reason,” or if either party elects not to renew the agreement at the end of a term (a "Term Completion Exit"), Mr. Taylor is entitled to a Standard Severance Package. This package includes a lump-sum cash payment equal to two (2) times the sum of his annual base salary and average annual bonuses earned over the prior two fiscal years. It also includes the full acceleration of all unvested time-based stock options, a pro-rated bonus for the year of termination, and continuation of health benefits at active-employee rates for 18 months. If Mr. Taylor is terminated without Cause or resigns for Good Reason within a 24-month “Protection Period” following a Change of Control, he is entitled to enhanced Change of Control Severance. This enhanced severance consists of a lump-sum cash payment equal to three (3) times the sum of his annual base salary (or highest salary in the preceding 12 months) plus the average annual bonuses paid over the prior two fiscal years. Additionally, all outstanding stock options will fully vest. To address potential excise taxes under Section 280G of the Internal Revenue Code, the agreement applies a “net best-of” modified cutback, meaning payments are only reduced to avoid the excise tax if doing so yields a higher net after-tax amount for Mr. Taylor, with no tax gross-up provided by the Company.
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The Company is also required to provide full indemnification under Florida law and maintain a $5,000,000 directors' and officers' liability insurance policy covering Mr. Taylor for at least ten (10) years following his termination.
Pension, Retirement or Similar Benefit Plans
There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. Our directors and executive officers may receive stock options at the discretion of our Board in the future.
Outstanding Equity Awards at Fiscal Year-End
There are no outstanding equity incentive plan awards for each named executive officer outstanding as of June 30, 2026.
No stock options, stock appreciation rights or similar option-like instruments were granted to the named executive officers during fiscal 2026; accordingly, no disclosure is required under Item 402(x)(2) of Regulation S-K.
Director Compensation
Our Board of Directors is comprised of Mr. Paul Taylor and Mr. Mark Lucky.
The following table sets forth the restricted stock grants issued to Messrs. Favata and Grbelja (former directors):
Name |
| Fees Earned or Paid in Cash |
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| Stock Awards |
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| Option Awards |
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| All Other Compensation |
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| Total |
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Tom Grbelja (former director) |
| $ | 0 |
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| $ | 156,000 |
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| $ | 0 |
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| $ | 0 |
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| $ | 156,000 |
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Paul Favata (former director) |
| $ | 0 |
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| $ | 25,100 |
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| $ | 0 |
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| $ | 0 |
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| $ | 25,100 |
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Stock award amounts reflect the grant-date fair value of immediately vested restricted common stock awards. Messrs. Lucky and Taylor are named executive officers and their compensation is presented in the Summary Compensation Table.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
At October 13, 2026, we had 1,269,509,667 shares of our Common Stock outstanding. The following table sets forth information regarding the beneficial ownership of our Common Stock as of October 13, 2026:
| · | each person known by us to be the beneficial owner of more than 5% of our Common Stock; |
| · | our directors; |
| · | each of our executive officers named in the compensation tables in Item 11; and |
| · | all of our executive officers and directors as a group. |
Amount and Nature of Beneficial Ownership
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| COMMON STOCK |
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| Series AA Preferred Stock Ownership |
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| AMOUNT OF |
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| AMOUNT OF |
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| % OF VOTING |
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| BENEFICIAL |
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| % OF |
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| BENEFICIAL |
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| % OF |
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| CONTROL |
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NAME |
| OWNERSHIP |
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| CLASS |
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| OWNERSHIP |
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| CLASS |
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| (1 | ) | ||||
Mark Lucky |
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| 119,686,562 | (2) |
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| 9.43 | % |
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| 1 |
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| 25 | % |
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| 17.37 | % |
Paul Taylor |
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| - |
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| - |
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| - |
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| - |
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| - |
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Officers and directors as a group |
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| 119,686,562 |
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| 9.43 | % |
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| 1 |
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| 25 | % |
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| 17.37 | % |
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Tom Grbelja |
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| 103,681,242 | (3) |
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| 8.12 | % |
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| - |
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| - |
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| 3.73 | % |
PT Smart Green Technologies (4) |
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| 620,000,000 |
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| 48.84 | % |
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| 3 |
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| 75 | % |
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| 62.18 | % |
(1) | Percent of Voting Control is based upon 1,269,509,667 outstanding shares of Common Stock with one vote per share and four outstanding Series AA Preferred Stock shares that, voting as a class, are entitled to 51% of the total votes on matters submitted to stockholders, each as of October 13, 2026. (2) Includes 84,000 shares of Common Stock issuable upon conversion of 4,200 shares of Series D Convertible Preferred Stock and one share of Common Stock issuable upon conversion of one Series AA Preferred Stock share held by Mr. Lucky, each convertible at any time before any anti-dilution adjustment. Mr. Lucky holds 4,200 of the 1,479,859 outstanding Series D Preferred Stock shares (less than 1% of that class). (3) Tom Grbelja’s address is 201 W Passaic Street, Suite 301, Rochelle Park, NJ 07662. Includes 7,023,180 shares of Common Stock issuable upon conversion of 351,159 shares of Series D Convertible Preferred Stock held by Mr. Grbelja, before any anti-dilution adjustment. Mr. Grbelja holds approximately 23.7% of the outstanding Series D Preferred Stock. (4) PT Smart Green Technologies is located at Bellez Letjen Soepeno Nomor 34, Jakarta Selatan 12210, Indonesia and is controlled by Dr. Niclas Adler, who may be deemed to beneficially own the securities held by it. Paul R. Taylor, the Company's Chairman and Chief Executive Officer, holds a limited power of attorney solely to file documents through the SEC's EDGAR system on behalf of PT Smart Green Technologies. That limited power of attorney does not confer a proxy, voting power, investment power, or any right to vote or dispose of the shares of the Company held by PT Smart Green Technologies. Mr. Taylor does not beneficially own those securities and disclaims any such beneficial ownership. Beneficial ownership is reported solely for PT Smart Green Technologies and Dr. Niclas Adler, who controls it. |
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The following table sets forth securities authorized for issuance under any equity compensation plans approved by our stockholders as well as any equity compensation plans not approved by our stockholders as of June 30, 2026.
Plan category |
| Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) |
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| Weighted-average exercise price of outstanding options, warrants and rights (b) |
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| Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c) |
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Equity compensation plans approved by security holders |
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2021 Stock Incentive Plan |
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| - |
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| $ | - |
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| 100,000 |
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Equity compensation plans not approved by security holders |
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| - |
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| - |
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| - |
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Total |
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| - |
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| $ | - |
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| 100,000 |
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Item 13. Certain Relationships and Related Party Transactions, and Director Independence.
Other than compensation arrangements, the following describes transactions since July 1, 2024 (the beginning of our last two completed fiscal years, as required for smaller reporting companies by Item 404(d) of Regulation S-K) to which we were a party and in which:
| · | The amounts involved exceeded or will exceed the lesser of $120,000 or 1% of the average of our total assets at year-end for the last two completed fiscal years (approximately $489); and |
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| · | Any of our directors, executive officers, or holders of more than 5% of our common stock, or any member of the immediate family of the foregoing persons, had or will have a direct or indirect material interest. |
Related Party Transactions
During the fiscal year ended June 30, 2026, certain of our officers and directors advanced funds to the Company to support working capital needs. Net advances during the fiscal year were $85,500, consisting of gross advances of $98,000 (all of which were advanced by Thomas Grbelja, then a director) less repayments of $12,500 ($10,000 repaid to Mr. Grbelja on July 16, 2025 and $2,500 repaid to an employee). As of June 30, 2026, the aggregate outstanding balance owed to officers and directors for such advances was $0. In April 2026 the Company issued 363,359 shares of Series D convertible preferred stock in exchange for the outstanding advances due to officers and directors. The shares were issued to Thomas Grbelja (351,159 shares), Paul Favata (8,000 shares) and Mark Lucky (4,200 shares), in each case in settlement of an equal dollar amount of advances and unreimbursed expenses owed to that person. Messrs. Grbelja and Favata resigned as directors on April 7, 2026; the terms of their exchanges were agreed, and the exchange agreements were signed, on April 16, 2026, the date the Series D shares were issued. During the fiscal year ended June 30, 2025, officers and directors advanced net $95,225 to the Company; those advances were included in the $277,859 due to officers and directors at June 30, 2025 and were settled in the April 2026 Series D exchange described above.
These advances from officers and directors were unsecured, non-interest bearing, and had no fixed terms of repayment.
In April 2026, the Company issued 21,623,056 shares of common stock, with a fair value of $71,356, to Mark B. Lucky, our Chief Financial Officer and a director, in settlement of $1,526,096 of accrued salary. Because Mr. Lucky is a related party, the $1,454,740 excess of the accrued salary settled over the fair value of the shares issued was recorded as a capital contribution to additional paid-in capital rather than as a gain (see Note 13). On April 2, 2026, the Company paid Mr. Lucky a $10,000 deal fee (see Item 11). As of June 30, 2026, the Company owed Mr. Lucky $3,754 for unreimbursed out-of-pocket expenses.
During the three months ended June 30, 2026, the Company paid Paul R. Taylor, our Chairman and Chief Executive Officer, $60,000 of salary, which exceeded the $52,468 of salary earned under his employment agreement through June 30, 2026 by $7,532. The $7,532 excess was recognized as compensation expense for the year ended June 30, 2026. Mr. Taylor’s July 2026 salary was reduced by the same amount.
During the fiscal year ended June 30, 2026, the Company sold three shares of its Series AA Convertible Preferred Stock to PT Smart Green Technologies for aggregate proceeds of $300,000 (see Note 7 to our consolidated financial statements). PT Smart Green Technologies is an affiliate of the Company by virtue of its ownership interest. PT Smart Green Technologies is an Indonesian company controlled by Dr. Niclas Adler. Together with its Series AA Convertible Preferred Stock, PT Smart Green Technologies purchased 500,000,000 shares of our Common Stock during fiscal 2026 at $0.00075 per share for $375,000 and, in August 2026, an additional 120,000,000 shares at $0.0009 per share for $108,000 (see Note 16), and beneficially owns 620,000,000 shares of our Common Stock, and its aggregate beneficial ownership and voting control are described in Item 12 above.
See footnote (4) to the beneficial ownership table in Item 12 regarding the limited power of attorney held by Mr. Taylor solely to make EDGAR filings on behalf of PT Smart Green Technologies.
Between April 27, 2026 and June 8, 2026, while Cheddi Rai served as the Company’s Chief Operating Officer and Chief Technology Officer, the Company advanced $64,942 to ConnexUS AI Inc., in which Mr. Rai held an approximately 25.5% equity interest, in connection with the proposed acquisition of ConnexUS AI Inc. described in Note 10 to our consolidated financial statements. The Company had advanced an additional $134,173 to ConnexUS AI Inc. before Mr. Rai’s appointment. All $199,115 of advances were written off upon termination of the proposed transaction on June 8, 2026, and no amounts were repaid.
Other than the transactions described above, including the Series D Convertible Preferred Stock issued to an officer and two former directors (see Notes 7 and 12 to our consolidated financial statements), and the compensation arrangements described elsewhere in this Report, there were no other transactions with related parties required to be reported under Item 404 of Regulation S-K.
The Board of Directors currently consists of two members, Mr. Paul R. Taylor, the Company’s Chief Executive Officer, and Mr. Mark Lucky, the Company’s Chief Financial Officer, neither of whom is independent due to their executive roles. Accordingly, none of our directors is independent.
Common Stock
Issuances of Common Stock During Fiscal 2026
During fiscal 2026 we issued shares of our common stock as follows:
Description | Shares Issued | Aggregate Fair Value / Proceeds | Notes |
Conversion of convertible notes payable (principal, accrued interest, and fees) | 170,089,806 | $317,035 | Average contractual conversion price of $0.00186 per share |
Stock-based compensation – directors and officers | 65,000,000 | $337,100 | $0.0052 per share (quoted market price on grant dates) |
Stock-based compensation – employees | 1,000,000 | $4,300 | $0.0043 per share |
Stock-based compensation – consultants | 2,250,000 | $10,750 | $0.00478 per share |
Equitization of accrued compensation and consulting fees (see Note 13) | 40,000,000 | $132,000 (fair value) | Issued at $0.0033 per share to settle $2,834,819 of accrued liabilities; difference recognized as gain on extinguishment and additional paid in capital as detailed in Note 13 |
Sale of common stock for cash | 500,000,000 | $375,000 | To PT Smart Green Technologies; $0.00075 per share |
Commitment shares issued in connection with financing transactions | 2,625,000 | $18,788 | Recorded as debt discount and amortized over the related note terms; the discount was fully amortized by June 30, 2026, including upon repayment or settlement of the related notes |
Total | 780,964,806 |
| 28 |
| Table of Contents |
Settlement of Accrued Compensation and Other Obligations Through Issuance of Common Stock
During the year, and as part of the effort to reduce overall debt obligations, the Company issued 40,000,000 shares of $0.0001 par value common stock at the then prevailing price of $0.0033 per share, to satisfy accrued salaries and amounts due to certain consultants totaling $2,834,819. The details of these stock issuances appear in the following table:
|
| Shares Issued |
|
| PPS |
|
| Value |
|
| Accrual offset |
|
| Gain on Salary Equitization |
|
| APIC |
| ||||||
Consultants |
|
| 4,067,469 |
|
| $ | 0.0033 |
|
| $ | 13,423 |
|
| $ | 289,667 |
|
| $ | 276,244 |
|
| $ | - |
|
Employees |
|
| 14,309,475 |
|
|
| 0.0033 |
|
|
| 47,221 |
|
|
| 1,019,056 |
|
|
| 971,835 |
|
|
| - |
|
Mark Lucky, CFO and Director |
|
| 21,623,056 |
|
|
| 0.0033 |
|
|
| 71,356 |
|
|
| 1,526,096 |
|
|
|
|
|
|
| 1,454,740 |
|
Total |
|
| 40,000,000 |
|
| $ | 0.0033 |
|
| $ | 132,000 |
|
| $ | 2,834,819 |
|
| $ | 1,248,079 |
|
| $ | 1,454,740 |
|
Issuances of Common Stock During Fiscal 2025
Description | Shares Issued | Aggregate Fair Value / Proceeds | Notes |
Conversion of convertible notes payable (principal, accrued interest, and fees) | 63,291,270 | $265,823 | Average contractual conversion price of $0.0042 per share |
Stock-based compensation – directors and officers | 73,500,000 | $308,700 | $0.0042 per share |
Stock-based compensation – consultants | 14,300,000 | $60,860 | $0.00426 per share |
Stock-based compensation – employees | 3,500,000 | $14,700 | $0.0042 per share |
Total | 154,591,270 |
Director Independence
Although our common stock is not listed on any national securities exchange, for purposes of independence we use the definition of independence applied by The Nasdaq Stock Market. Applying that definition, the Board has determined that no member of our Board of Directors currently qualifies as independent, as each of our directors is also an executive officer of the Company.
Item 14. Principal Accountant Fees and Services
Fruci & Associates II PLLC (PCAOB ID No. 05525), Spokane, Washington, serves as our independent registered public accounting firm for the fiscal year ended June 30, 2026. The following table summarizes the fees billed to us for professional services rendered by Fruci & Associates II PLLC for each of the last two fiscal years:
Fee Category |
| 2026 |
|
| 2025 |
| ||
Audit Fees Fruci & Associates II PLLC (1) |
|
| 55,400 |
|
|
| 20,000 |
|
Audit Related Fees (2) |
|
| - |
|
|
| - |
|
Tax Fees (3) |
|
| - |
|
|
| - |
|
All Other Fees (4) |
|
| - |
|
|
| - |
|
|
|
|
|
|
|
|
|
|
Total Fees |
| $ | 55,400 |
|
| $ | 20,000 |
|
| 29 |
| Table of Contents |
(1) For fiscal 2026, consists of fees for professional services rendered in connection with the audit of the financial statements included in this Annual Report on Form 10-K for the fiscal year ended June 30, 2026, and the review of the financial statements included in our Quarterly Reports on Form 10-Q for the fiscal quarters ended September 30, 2025, December 31, 2025, and March 31, 2026. For fiscal 2025, consists of fees for professional services rendered in connection with the audit of the financial statements included in our Annual Report on Form 10-K for the fiscal year ended June 30, 2025.
(2) Audit-Related Fees would consist of fees for assurance and related services reasonably related to the performance of the audit or review of our financial statements that are not reported under Audit Fees. No such services were rendered in either fiscal year.
(3) Tax Fees would consist of fees for tax compliance, tax advice, and tax planning services. No such services were rendered in either fiscal year. As described in Note 11 to the consolidated financial statements, we have not filed federal or state income tax returns since fiscal 2008, and no accountant engaged tax compliance services during the periods presented.
(4) All Other Fees would consist of fees for products and services other than those described above. No such services were rendered in either fiscal year.
Audit Committee Pre-Approval Policies and Procedures
The Audit Committee, which consists of Mr. Paul R. Taylor, our Chairman and Chief Executive Officer, and Mr. Mark B. Lucky, our Chief Financial Officer, neither of whom is independent (see Item 10), is responsible for the appointment, compensation, retention, and oversight of the work of our independent registered public accounting firm. Because our common stock is quoted on the OTC market and is not listed on a national securities exchange, we are not subject to the audit committee independence requirements of Rule 10A-3 under the Exchange Act or the listing standards of any national securities exchange.
The Audit Committee's policy is to pre-approve all audit services and all permissible non-audit services to be performed for the Company by its independent registered public accounting firm, in accordance with Rule 2-01(c)(7) of Regulation S-X. Under this policy, the Audit Committee considers and approves the engagement of the independent registered public accounting firm, the scope of services to be performed, and the related fee arrangements, in each case prior to the commencement of the services. The Audit Committee also considers whether the provision of any permissible non-audit services is compatible with maintaining the independence of the independent registered public accounting firm. Our policy does not provide for general delegation of pre-approval authority to a single member of the Audit Committee or to management.
| 30 |
| Table of Contents |
PART IV
Item 15. Exhibits and Financial Statement Schedules
a. Index to Financial Statements and Financial Statement Schedules
All other schedules for which provision is made in the applicable accounting regulations of the SEC are not required under the related instructions, or are inapplicable, and therefore have been omitted.
b. Exhibits
| 31 |
| Table of Contents |
Exhibit No. |
| Description of Exhibit | ||
| ||||
|
|
| ||
| ||||
|
|
| ||
| ||||
|
|
| ||
3.19 |
| Certificate of Designation of Series D Convertible Preferred Stock, adopted and executed by the Board on April 14, 2026 — filed with the Florida Department of State on April 16, 2026 (43) | ||
|
|
| ||
3.20 |
| Certificate of Designation of Series E Convertible Preferred Stock, filed with the Florida Department of State on April 16, 2026 (47) | ||
|
|
| ||
3.21 |
| Certificate of Designation, Preferences, Rights and Limitations of Series G Governing Preferred Stock, filed with the Florida Department of State on April 16, 2026 (deleted in its entirety by the Articles of Amendment filed September 11, 2026 — see Exhibit 3.22) | ||
|
|
| ||
| ||||
|
|
| ||
| ||||
|
|
| ||
4.2 |
| Form of Unsecured Promissory Note to Talos Victory Fund, LLC and Mast Hill Fund, L.P. for $270,000 Principal Amount (40) | ||
|
|
| ||
4.3 |
| Form of Unsecured Promissory Note to Investor for $270,000 Principal Amount (41) | ||
|
|
| ||
| ||||
|
|
| ||
| ||||
| 32 |
| Table of Contents |
| 33 |
| Table of Contents |
| 34 |
| Table of Contents |
Exhibit No. |
| Description of Exhibit | ||
$10,000 principal amount 12% convertible promissory note (35) | ||||
|
|
| ||
| $25,000 principal amount 12% convertible promissory note (35) | |||
|
|
| ||
| $10,000 principal amount 12% convertible promissory note (35) | |||
|
|
| ||
| Form of Promissory Note issued to FirstFire Global Opportunities Fund, LLC (37) | |||
|
|
| ||
| Form of Warrant issued to FirstFire Global Opportunities Fund, LLC (37) | |||
|
|
| ||
| ||||
|
|
| ||
| ||||
|
|
| ||
4.53 |
| Form of Unsecured Promissory Note (40) | ||
|
|
| ||
4.54 |
| Form of Unsecured Promissory Note (41) | ||
|
|
| ||
4.55 |
| Form of Unsecured Promissory Note (42) | ||
|
|
| ||
4.56 |
| Form of Warrant (42) | ||
|
|
| ||
| ||||
|
|
| ||
| ||||
|
|
| ||
| ||||
|
|
| ||
| ||||
|
|
| ||
| ||||
|
|
| ||
| Security Agreements for 14.25% secured convertible debentures (10) | |||
|
|
| ||
| Registration Rights Agreement for 14.25% secured convertible debentures (10) | |||
|
|
| ||
| ||||
|
|
| ||
| Mutual Agreement with Commodity Express Transportation, Inc. (15) | |||
| 35 |
| Table of Contents |
Exhibit No. |
| Description of Exhibit | ||
| ||||
|
|
| ||
| ||||
|
|
| ||
| ||||
|
|
| ||
| ||||
|
|
| ||
| Consulting Agreement with David S. Brooks and S. Kevin Yates (as amended) (23) | |||
|
|
| ||
| ||||
|
|
| ||
| ||||
|
|
| ||
| ||||
|
|
| ||
| ||||
|
|
| ||
| ||||
|
|
| ||
| ||||
|
|
| ||
| ||||
|
|
| ||
| ||||
|
|
| ||
| ||||
|
|
| ||
| ||||
|
|
| ||
| Securities Purchase Agreement by and between the Company and Auctus Fund, LLC (38) | |||
|
|
| ||
10.28 |
| Form of Securities Purchase Agreement (40) | ||
| 36 |
| Table of Contents |
Exhibit No. |
| Description of Exhibit | |
10.29 |
| Form of Registration Rights Agreement (40) | |
|
|
| |
10.30 |
| Form of Securities Purchase Agreement (41) | |
|
|
| |
10.31 |
| Form of Registration Rights Agreement (41) | |
|
|
| |
10.32 |
| Form of Securities Purchase Agreement (42) | |
|
|
| |
10.33 |
| Form of Amendment #1 (42) | |
|
|
| |
| |||
|
|
| |
| |||
|
|
| |
14.1 |
| Code of Ethics (11) | |
|
|
| |
| |||
|
|
| |
| |||
|
|
| |
| |||
|
|
| |
21.1 |
| Subsidiaries of Registrant* | |
|
|
| |
| |||
|
|
| |
| |||
|
|
| |
| |||
|
|
| |
| |||
| 37 |
| Table of Contents |
Exhibit No. |
| Description of Exhibit | ||
|
| FISCAL 2026 EXHIBITS | ||
|
|
| ||
|
| Note: The promissory notes and the convertible note issued during the fiscal year ended June 30, 2026 (see Note 5 to the consolidated financial statements) were not separately filed with the Commission and are described in Note 5; they are not filed as exhibits given their individually immaterial size and issuance in the ordinary course of the Company's financing activities. | ||
|
|
| ||
| Form of Series D Convertible Preferred Stock Exchange Agreement(s), dated April 2026* | |||
|
|
| ||
4.58 |
| Series D Convertible Preferred Stock Subscription and Debt Conversion Agreement, dated September 21, 2026, by and among the Company, Dr. Don Schellpfeffer and Pocket MD, LLC | ||
|
|
| ||
10.34 |
| Chairman and Chief Executive Officer Agreement with Paul R. Taylor, dated April 13, 2026 | ||
|
|
| ||
10.35 |
| Amended and Restated Letter of Intent by and among the Company, ConnexUS AI Inc., and the owners of WXYZ Hosting LLC and AdRetreaver LLC, dated March 29, 2026 (45) | ||
|
|
| ||
| ||||
|
|
| ||
| ||||
|
|
| ||
| ||||
|
|
| ||
10.42 |
| Settlement and Mutual Release Agreement between the Company and Labrys Fund II, L.P., dated April 10, 2026.* | ||
|
|
| ||
99.1 |
| Minutes of Special Meeting of the Board of Directors, dated April 7, 2026 (43) | ||
|
|
| ||
99.2 |
| Affidavit of Transfer Agent, dated April 7, 2026 (43) | ||
|
|
| ||
| ||||
|
|
| ||
| Minutes of Special Meeting of the Board of Directors, dated June 8, 2026 (46) | |||
|
|
| ||
99.5 |
| Press Release, dated on or about June 10, 2026, announcing termination of ConnexUS AI transaction (46) | ||
|
|
| ||
101. |
| The Inline XBRL documents and related taxonomy extension documents from the Company’s Annual Report on Form 10-K for the year ended June 30, 2026, including the cover page, Consolidated Balance Sheets, Consolidated Statements of Operations, Consolidated Statements of Changes in Redeemable Convertible Preferred Stock, Consolidated Statements of Changes in Stockholders’ Deficit, Consolidated Statements of Cash Flows, and related notes.** | ||
104. |
| Cover Page Interactive Data File (embedded within the Inline XBRL document). | ||
* |
| Filed herewith. |
|
|
|
** |
| Furnished herewith. |
|
|
|
(1) |
| Incorporated by reference to Current Report on Form 8-K filed on March 26, 2003. |
|
|
|
(2) |
| Incorporated by reference to registration statement on Form 10-SB, as amended. |
|
|
|
(3) |
| Incorporated by reference to definitive Schedule 14C Information Statement filed on February 2, 2001. |
| 38 |
| Table of Contents |
(4) |
| Incorporated by reference to definitive Schedule 14C Information Statement filed on April 22, 2003. |
|
|
|
(5) |
| Incorporated by reference to Annual Report on Form 10-K for the fiscal year ended December 31, 2002. |
|
|
|
(6) |
| Incorporated by reference to Current Report on Form 8-K filed on July 8, 2004. |
|
|
|
(7) |
| Incorporated by reference to Current Report on Form 8-K filed on January 3, 2002. |
|
|
|
(8) |
| Incorporated by reference to Quarterly Report on Form 10-QSB for the period ended March 31, 2003. |
|
|
|
(9) |
| Incorporated by reference to Preliminary Information Statement on Schedule 14C filed on July 8, 2004. |
|
|
|
(10) |
| Incorporated by reference to registration statement on Form SB-2, SEC File No. 333-118792, filed on September 3, 2004. |
|
|
|
(11) |
| Incorporated by reference to Amendment No. 1 to registration statement the Form SB-2, SEC File No. 333-118792, filed on October 20, 2004. |
|
|
|
(12) |
| Incorporated by reference to Amendment No. 3 to the registration statement on Form SB-2, SEC File No. 333-118792, filed on December 15, 2004. |
|
|
|
(13) |
| Incorporated by reference to Quarterly Report on Form 10-QSB for the period ended December 31, 2004 filed on February 14, 2005. |
|
|
|
(14) |
| Incorporated by reference to Current Report on Form 8-K/A filed on February 25, 2005. |
|
|
|
(15) |
| Incorporated by reference to Current Report on Form 8-K filed on March 25, 2005. |
|
|
|
(16) |
| Incorporated by reference to Current Report on Form 8-K filed on March 28, 2005. |
|
|
|
(17) |
| Incorporated by reference to Quarterly Report on Form 10-QSB for the period ended March 31, 2005. |
|
|
|
(18) |
| Incorporated by reference to Current Report on Form 8-K filed on June 3, 2005. |
|
|
|
(19) |
| Incorporated by reference to Current Report on Form 8-K filed on July 28, 2005. |
|
|
|
(20) |
| Reserved |
|
|
|
(21) |
| Incorporated by reference to Current Report on Form 8-K filed on February 17, 2006. |
|
|
|
(22) |
| Incorporated by reference to Amendment No. 1 to registration statement the Form SB-2, SEC File No. 333-131832 filed on May 5, 2006. |
| 39 |
| Table of Contents |
(23) |
| Incorporated by reference to Annual Report on Form 10-K for the fiscal year ended June 30, 2006 filed on October 13, 2006. |
|
|
|
(24) |
| Incorporated by reference to Current Report on Form 8-K filed on October 17, 2006. |
|
|
|
(25) |
| Incorporated by reference to Current Report on Form 8-K filed on October 24, 2006. |
|
|
|
(26) |
| Incorporated by reference to Current Report on Form 8-K filed on January 26, 2007. |
|
|
|
(27) |
| Incorporated by reference to Current Report on Form 8-K filed on April 30, 2007. |
|
|
|
(28) |
| Incorporated by reference to Current Report on Form 8-K filed on July 25, 2007. |
|
|
|
(29) |
| Incorporated by reference to Annual Report on Form 10-KSB filed on October 15, 2007. |
|
|
|
(30) |
| Incorporated by reference to Current Report on Form 8-K filed on November 15, 2007. |
|
|
|
(31) |
| Incorporated by reference to Current Report on Form 8-K filed on December 31, 2007. |
|
|
|
(32) |
| Incorporated by reference to Current Report on Form 8-K filed on March 25, 2008. |
|
|
|
(33) |
| Incorporated by reference to Current Report on Form 8-K filed on June 13, 2008. |
|
|
|
(34) |
| Incorporated by reference to Current Report on Form 8-K filed on October 16, 2008. |
|
|
|
(35) |
| Incorporated by reference to Registration Statement on Form 10-12G/A filed on June 14, 2013. |
|
|
|
(36) |
| Incorporated by reference to Current Report on Form 8-K filed on July 27, 2019. |
|
|
|
(37) |
| Incorporated by reference to Current Report on Form 8-K filed on January 10, 2019. |
|
|
|
(38) |
| Incorporated by reference to Current Report on Form 8-K filed on January 16, 2019. |
|
|
|
(39) |
| Incorporated by reference to Current Report on Form 8-K filed on May 13, 2020 |
|
|
|
(40) |
| Incorporated by reference to Current Report on Form 8-K filed on February 11, 2024 |
|
|
|
(41) |
| Incorporated by reference to Current Report on Form 8-K filed on March 4, 2024 |
|
|
|
(42) |
| Incorporated by reference to Current Report on Form 8-K filed on September 22, 2024 |
|
|
|
(43) |
| Incorporated by reference to Current Report on Form 8-K filed on April 16, 2026 |
|
|
|
(45) |
| Incorporated by reference to Current Report on Form 8-K filed on April 28, 2026 |
|
|
|
(46) |
| Incorporated by reference to Current Report on Form 8-K filed on June 10, 2026 |
|
|
|
(47) |
| Incorporated by reference to Current Report on Form 8-K filed on April 16, 2026 |
|
|
|
(48) |
| Incorporated by reference to Current Report on Form 8-K filed on April 16, 2026 |
| 40 |
| Table of Contents |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
VISIUM TECHNOLOGIES, INC.
By: | /s/ Paul R. Taylor |
|
Name: | Paul R. Taylor |
|
Title: | Chairman and Chief Executive Officer (Principal Executive Officer) |
|
|
|
|
Date: | October 13, 2026 |
|
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature |
| Capacity |
| Date |
/s/ Paul R Taylor |
| Chairman, Chief Executive Officer, and Director |
| October 13, 2026 |
Paul R Taylor |
| (Principal Executive Officer) |
|
|
|
|
|
|
|
/s/ Mark Lucky |
| Chief Financial Officer, Treasurer, Secretary, and Director |
| October 13, 2026 |
Mark Lucky |
| (Principal Financial Officer and Principal Accounting Officer) |
|
|
| 41 |
| Table of Contents |
TABLE OF CONTENTS
F-6 | |
|
|
Consolidated Statements of Cash Flows for the Years Ended June 30, 2026 and 2025 | F-7 |
|
|
F-8 - F-29 |
| F-1 |
| Table of Contents |
VISIUM TECHNOLOGIES, INC.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of Visium Technologies, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Visium Technologies, Inc. (“the Company”) as of June 30, 2026 and 2025, and the related consolidated statements of operations, changes in redeemable convertible preferred stock (mezzanine equity), changes in stockholders’ deficit, and cash flows for each of the years in the two-year period ended June 30, 2026, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2026 and 2025 and the results of its operations and its cash flows for each of the years in the two-year period ended June 30, 2026, in conformity with accounting principles generally accepted in the United States of America.
Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company had net income, primarily due to a non-cash, non-recurring gain on extinguishment of debt, net cash used in operating activities, and a negative working capital. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there were no critical audit matters.
Fruci & Associates II, PLLC– PCAOB ID #05525
We have served as the Company’s auditor since 2025.
Spokane, Washington
October 13, 2026
| F-2 |
| Table of Contents |
VISIUM TECHNOLOGIES, INC.
CONSOLIDATED BALANCE SHEETS
|
| June 30, |
| |||||
|
| 2026 |
|
| 2025 |
| ||
ASSETS | ||||||||
Current assets: |
|
|
|
|
|
| ||
Cash |
| $ |
|
| $ |
| ||
|
|
|
|
|
|
|
|
|
Prepaid expenses |
|
|
|
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| ||
|
|
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|
Total current assets |
|
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| ||
|
|
|
|
|
|
|
|
|
Total assets |
| $ |
|
| $ |
| ||
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||||
|
|
|
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
|
|
|
Accounts payable and accrued expenses |
| $ |
|
| $ |
| ||
Accrued compensation |
|
|
|
|
|
| ||
Accrued interest |
|
|
|
|
|
| ||
Due to officers and directors |
|
|
|
|
|
| ||
Convertible notes payable |
|
|
|
|
|
| ||
Derivative liabilities |
|
|
|
|
|
| ||
Notes payable |
|
|
|
|
|
| ||
Total current liabilities |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Commitments and contingencies (Note 14) |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Temporary Equity (Mezzanine): |
|
|
|
|
|
|
|
|
Series D Convertible Preferred Stock ($ |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Stockholders’ deficit: |
|
|
|
|
|
|
|
|
Preferred stock |
|
|
|
|
|
|
|
|
Series A Convertible Preferred Stock ($ |
|
|
|
|
|
| ||
Series B Convertible Preferred Stock ($ |
|
|
|
|
|
| ||
Series AA Convertible Preferred Stock ($ |
|
|
|
|
|
| ||
Common stock, $ |
|
|
|
|
|
| ||
Additional paid in capital |
|
|
|
|
|
| ||
Accumulated deficit |
|
| ( | ) |
|
| ( | ) |
Total stockholders’ deficit |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
Total liabilities, temporary equity and stockholders’ deficit |
| $ |
|
| $ |
| ||
See accompanying notes to consolidated financial statements.
| F-3 |
| Table of Contents |
VISIUM TECHNOLOGIES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
|
| FOR THE YEARS ENDED |
| |||||
|
| June 30, 2026 |
|
| June 30, 2025 |
| ||
Revenues |
| $ |
|
| $ |
| ||
|
|
|
|
|
|
|
|
|
Operating expenses: |
|
|
|
|
|
|
|
|
Selling, general and administrative |
|
|
|
|
|
| ||
Development expense |
|
|
|
|
|
| ||
Total operating expenses |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Loss from operations |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
Other income (expense) |
|
|
|
|
|
|
|
|
Gain on change in fair value of derivative liabilities |
|
|
|
|
|
| ||
Interest income |
|
|
|
|
|
| ||
Interest expense |
|
| ( | ) |
|
| ( | ) |
Gain on extinguishment of debt |
|
|
|
|
|
| ||
Loss on terminated strategic acquisition initiative |
|
| ( | ) |
|
|
| |
Loss on write-off of advance for proposed financing |
|
| ( | ) |
|
|
| |
Total other income (expense) |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Net income (loss) before income taxes |
| $ |
|
| $ | ( | ) | |
|
|
|
|
|
|
|
|
|
Provision for income taxes |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
|
|
|
| ( | ) | |
|
|
|
|
|
|
|
|
|
Less: cumulative dividends on Series D Convertible Preferred Stock (undeclared) |
|
| ( | ) |
|
|
| |
|
|
|
|
|
|
|
|
|
Net income (loss) attributable to common stockholders |
| $ |
|
| $ | ( | ) | |
|
|
|
|
|
|
|
|
|
Weighted average common shares |
|
|
|
|
|
|
|
|
Basic |
|
|
|
|
|
| ||
Diluted |
|
|
|
|
|
| ||
Net income (loss) per common share attributable to common stockholders: |
|
|
|
|
|
|
|
|
Basic |
| $ |
|
| $ | ( | ) | |
Diluted |
| $ |
|
| $ | ( | ) | |
See accompanying notes to consolidated financial statements.
| F-4 |
| Table of Contents |
VISIUM TECHNOLOGIES, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN REDEEMABLE CONVERTIBLE PREFERRED STOCK
(MEZZANINE EQUITY)
FOR THE YEARS ENDED JUNE 30, 2026 AND 2025
|
| Shares |
|
| Amount |
| ||
Balance at June 30, 2024 |
|
| - |
|
| $ | - |
|
Balance at June 30, 2025 |
|
| - |
|
| $ |
| |
Issuance of Series D Convertible Preferred Stock for extinguishment of promissory notes (April 2026) |
|
|
|
|
|
| ||
Issuance of Series D Convertible Preferred Stock for extinguishment of convertible note principal (April 2026) |
|
|
|
|
|
| ||
Issuance of Series D Convertible Preferred Stock to an officer and former directors for amounts due (April 2026) |
|
|
|
|
|
| ||
Balance at June 30, 2026 |
|
|
|
| $ |
| ||
See Note 7 - Stockholders' Deficit for a description of the terms of the Series D Convertible Preferred Stock and the basis for its classification as temporary equity (mezzanine equity) under ASC 480-10-S99-3A. Because the Series D Convertible Preferred Stock is classified as mezzanine equity rather than permanent equity, the amounts above are presented separately and are excluded from Total Stockholders' Deficit in the Consolidated Statements of Changes in Stockholders' Deficit that follows.
| F-5 |
| Table of Contents |
VISIUM TECHNOLOGIES, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT
FOR THE YEARS ENDED JUNE 30, 2026 AND 2025
|
| Preferred Stock |
|
| Common Stock |
|
|
|
|
|
|
| ||||||||||||||||||||||||||||||||
|
| Series A |
|
| Series B |
|
| Series AA |
|
| $0.0001 |
|
| Additional |
|
|
|
| Total |
| ||||||||||||||||||||||||
|
| $0.001 Par Value |
|
| $0.001 Par Value |
|
| $0.001 Par Value |
|
| Par Value |
|
| Paid-in |
|
| Accumulated |
|
| Stockholders’ |
| |||||||||||||||||||||||
|
| Shares |
|
| Amount |
|
| Shares |
|
| Amount |
|
| Shares |
|
| Amount |
|
| Shares |
|
| Amount |
|
| Capital |
|
| Deficit |
|
| Deficit |
| |||||||||||
Balance at June 30, 2024 |
|
|
|
| $ |
|
|
|
|
| $ |
|
|
|
|
| $ |
|
|
|
|
| $ |
|
| $ |
|
| $ | ( | ) |
| $ | ( | ) | |||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares issued as compensation to directors and officers |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Shares issued as compensation to employees |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Shares issued for consulting services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Shares issued for conversion of notes payable |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Rounding Adjustment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| - |
|
|
| |
|
|
| ( | ) |
|
| |
|
Net loss for the year ended June 30, 2025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) |
Balance at June 30, 2025 |
|
|
|
| $ |
|
|
|
|
| $ |
|
|
|
|
| $ |
|
|
|
|
| $ |
|
| $ |
|
| $ | ( | ) |
| $ | ( | ) | |||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares issued as compensation to directors and officers |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Shares issued as compensation to employees |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Shares issued in settlement of accrued compensation, including $1,454,740 related-party capital contribution (Note 13) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Shares issued for consulting services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Common stock sold |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Series AA preferred sold |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Retirement of outstanding warrants |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
|
| ( | ) |
Commitment Shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Shares issued for conversion of notes payable |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Capital contribution — related party (excess of amounts due to an officer over the fair value of Series D Convertible Preferred Stock issued; see Notes 7 and 12) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
Net income for the year ended June 30, 2026 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
Balance at June 30, 2026 |
|
|
|
| $ |
|
|
|
|
| $ |
|
|
|
|
| $ |
|
|
|
|
| $ |
|
| $ |
|
| $ | ( | ) |
| $ | ( | ) | |||||||||
See accompanying notes to consolidated financial statements.
| F-6 |
| Table of Contents |
VISIUM TECHNOLOGIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
| For the Years Ended |
| |||||
|
| June 30, 2026 |
|
| June 30, 2025 |
| ||
Cash flows from operating activities: |
|
|
|
|
|
| ||
Net income (loss) |
| $ |
|
| $ | ( | ) | |
Adjustments to reconcile net income to net cash used in operating activities: |
|
|
|
|
|
|
|
|
Stock based compensation |
|
|
|
|
|
| ||
Common stock issued for note conversion fees |
|
| |
|
|
| |
|
Amortization of debt discount |
|
|
|
|
|
| ||
Gain on change in fair value of derivative liability |
|
| ( | ) |
|
| ( | ) |
Gain on extinguishment of debt |
|
| ( | ) |
|
| ( | ) |
Changes in operating assets and liabilities: |
|
|
|
|
|
|
|
|
Accounts payable and accrued expenses |
|
|
|
|
|
| ||
Accrued interest payable and default amounts added to note principal |
|
|
|
|
| |||
Accrued compensation |
|
|
|
|
|
| ||
Change in prepaid expenses |
|
| ( | ) |
|
| ( | ) |
Net cash used in operating activities |
| $ | ( | ) |
| $ | ( | ) |
| ||||||||
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
Advances from officers and directors, net |
|
|
|
|
|
| ||
Repurchase of warrants |
|
| ( | ) |
|
|
| |
Repayment of notes payable and convertible notes payable |
|
| ( | ) |
|
| ( | ) |
Proceeds from sale of common stock |
|
|
|
|
|
| ||
Proceeds from sale of preferred stock |
|
|
|
|
|
| ||
Proceeds from short term note payable |
|
|
|
|
|
| ||
Payment of debt issuance costs |
|
| ( | ) |
|
| |
|
Net cash provided by financing activities |
|
|
|
|
|
| ||
| ||||||||
Net increase (decrease) in cash |
| $ | ( | ) |
| $ |
| |
Cash at beginning of period |
|
|
|
|
|
| ||
| ||||||||
Cash at end of period |
| $ |
|
| $ |
| ||
|
|
|
|
|
|
|
|
|
Cash paid for: |
|
|
|
|
|
|
|
|
Interest |
| $ |
|
| $ |
| ||
Income taxes |
| $ |
|
| $ |
| ||
Non-cash investing and financing activities: |
|
|
|
|
|
|
|
|
Issuance of common stock for conversion of notes payable, accrued interest, and fees |
| $ |
|
| $ |
| ||
Initial fair value of derivative liabilities recorded as debt discount |
| $ | |
|
| $ | |
|
Original issue discount on notes payable |
| $ | |
|
| $ | |
|
Commitment shares issued with notes payable (recorded as debt discount) |
| $ | |
|
| $ | |
|
Promissory notes reclassified to convertible notes payable upon default |
| $ | |
|
| $ | |
|
Issuance of common stock to settle accrued compensation and consulting fees (“salary equitization”) |
| $ |
|
| $ |
| ||
Liabilities extinguished in connection with Series D exchanges (including separately forgiven accrued interest) |
| $ |
|
| $ |
| ||
Fair value of Series D Convertible Preferred Stock issued in debt-for-equity exchanges (see Note 7 and Note 9) |
| $ |
|
| $ |
| ||
Debt issuance costs included in accounts payable |
| $ |
|
| $ |
| ||
See accompanying notes to consolidated financial statements.
| F-7 |
| Table of Contents |
VISIUM TECHNOLOGIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2026 AND 2025
NOTE 1: ORGANIZATION, DESCRIPTION OF BUSINESS AND GOING CONCERN
Visium Technologies, Inc., or the Company, is a Florida corporation that was originally incorporated in Nevada in October 1987. It was formerly known as Jaguar Investments, Inc. between October 1987 and May 2003, Power2Ship, Inc. between May 2003 and November 2006, Fittipaldi Logistics, Inc. between November 2006 and December 2007, and as NuState Energy Holdings, Inc. between December 2007 and March 5, 2018 when it changed its name to Visium Technologies, Inc.
Visium is a technology company focused on the development and commercialization of artificial intelligence, cybersecurity, data intelligence and analytics solutions, together with related information technology professional services. The Company’s principal technology platform is TruContext™, an AI-enabled cybersecurity and data intelligence platform that uses graph-based analytics to ingest, correlate and visualize data from cybersecurity, information technology and operational technology environments. The Company did not generate revenue during the years ended June 30, 2026 and 2025.
Pursuant to a contract with Cybastion dated November 30, 2023, relating to projects in Côte d’Ivoire and Benin, Visium is to provide data center architecture and design services and a security stack incorporating the TruContext™ platform. As of June 30, 2026, no services had been performed and no revenue had been recognized under this contract.
Going Concern
The accompanying consolidated financial statements have been prepared on a going concern basis. For the year ended June 30, 2026, the Company had net income of $
NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation
The accompanying audited 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, Visium Analytics, LLC and PTNA Acquisition Corp. All significant intercompany transactions and balances have been eliminated in consolidation.
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of expenses during the reporting period. Significant estimates include the fair value of the Series D Convertible Preferred Stock issued in debt exchanges, the fair value of derivative liabilities, the fair value of share-based awards and the valuation allowance on deferred tax assets. Actual results may differ from those estimates.
Cash and Cash Equivalents
The Company considers all highly liquid, temporary, cash equivalents or investments with an original maturity of three months or less when purchased, to be cash equivalents. The Company had no cash equivalents during the years ended June 30, 2026 and 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 $
Derivative Liabilities
The Company evaluates convertible notes and warrants at issuance and each reporting date to determine whether embedded or freestanding features require liability classification under ASC 815, Derivatives and Hedging, including the applicable scope exception in ASC 815-10 and the indexation and settlement conditions in ASC 815-40. The Company’s derivative liabilities at June 30, 2025 related solely to embedded conversion features in certain variable-price convertible notes. No warrant derivative liability was recognized in either period.
For convertible notes with features that require bifurcation, the Company recognizes the embedded derivative at fair value on the issuance date and remeasures it at each reporting date, with changes in fair value recognized in earnings. The analysis is performed for each instrument using its contractual conversion, settlement, and anti-dilution terms.
| F-8 |
| Table of Contents |
VISIUM TECHNOLOGIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2026 AND 2025
NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued
The Company uses judgment in determining the fair value of convertible-note derivative liabilities at issuance and at each reporting date, including the valuation methodology, expected volatility, risk-free interest rate, expected term, and expected dividend rate, as applicable. The Company had no derivative liability as of June 30, 2026 (see Note 3).
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 convertible-note derivative liabilities:
Derivative liability at June 30, 2024 |
| $ |
| |
Initial recognition of derivative liabilities (recorded as debt discount) |
|
|
| |
Gain on change in fair value of derivative liability |
|
| ( | ) |
Derivative liability at June 30, 2025 |
| $ |
| |
Initial recognition of derivative liabilities (recorded as debt discount) |
|
|
| |
Gain on change in fair value of derivative liability |
|
| ( | ) |
Derivative liability at June 30, 2026 |
| $ |
|
Convertible Instruments
The Company accounts for convertible instruments under the applicable guidance in ASC 470, Debt, and ASC 815. Following the adoption of ASU 2020-06, the Company does not separately recognize a beneficial-conversion-feature discount for instruments within that guidance. Conversion features that require bifurcation under ASC 815 are accounted for separately as derivative liabilities; other conversion features remain embedded in the host instrument. Debt issuance costs and discounts, when applicable, are amortized to interest expense over the applicable term using the effective interest method.
Under ASC 815-40, a contract indexed to the Company’s own stock that does not meet the equity-classification conditions is classified as an asset or liability and remeasured through earnings. The Company’s Talos and FirstFire warrants met the ASC 815-40 equity-classification criteria, including the down-round feature exception in ASC 815-10-15-75A, and therefore were classified as equity while outstanding.
Certain of the Company’s convertible securities have variable-price conversion provisions that resulted in derivative liabilities. No warrant is included in the derivative liability balance as of June 30, 2026 or 2025.
| F-9 |
| Table of Contents |
VISIUM TECHNOLOGIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2026 AND 2025
NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued
Redeemable Preferred Stock Classification Policy
The Company evaluates its authorized preferred stock instruments under the provisions of ASC 480, Distinguishing Liabilities from Equity. Shares of preferred stock that are contingently redeemable upon the occurrence of an event that is not solely within the control of the Company are classified as temporary equity (mezzanine equity) outside of permanent stockholders’ equity on the Consolidated Balance Sheet.The Series D Convertible Preferred Stock is classified as temporary equity because its Liquidation Preference becomes payable upon a Deemed Liquidation Event under Section 5 of its Certificate of Designation, an event that is not solely within the control of the Company (see Note 7).
Transaction costs and initial fair value allocations at the time of issuance are recorded as a component of the mezzanine equity carrying value. The Company reviews the probability of redemption at each balance sheet reporting date to determine if modification to the carrying value is required.
Revenue Recognition
The Company accounts for revenue in accordance with ASC 606. Revenue is recognized when the Company satisfies a performance obligation by transferring control of promised goods or services to a customer, either over time or at a point in time, as applicable. The Company applies the following steps: (i) identify the contract with a customer; (ii) identify the performance obligation(s); (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations; and (v) recognize revenue when, or as, each performance obligation is satisfied.
The Company recognized no revenue during the years ended June 30, 2026 and 2025. This policy is presented because it is the Company’s accounting policy for revenue upon the commencement of sales activity; it was not applied to any transactions in the periods presented.
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, tax positions must be evaluated to determine whether recognition of a tax benefit is more likely than not based on technical merits and available evidence. At June 30, 2026, management had not recorded a liability for unrecognized tax benefits. This conclusion is subject to reassessment as the Company prepares and files its historical returns and evaluates potential penalties and interest.
The Company has adopted ASC 740-10-25, “Definition of Settlement”, which provides guidance on how an entity should determine whether a tax position is effectively settled for the purpose of recognizing previously unrecognized tax benefits and provides that a tax position can be effectively settled upon the completion of an examination by a taxing authority without being legally extinguished. For tax positions considered effectively settled, an entity would recognize the full amount of tax benefit, even if the tax position is not considered more likely than not to be sustained based solely on the basis of its technical merits and the statute of limitations remains open. As of June 30, 2026, 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. The amount of any such penalties and interest cannot currently be reasonably estimated (see Note 11).
Share-Based Payments
The Company accounts for stock-based compensation in accordance with ASU 2018-07, 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. The Company accounts for forfeitures as they occur, as permitted by ASC 718-10-35-3.
Common stock is recorded at par value of $
Segment Reporting
The Company operates in a single business segment, with all technologies, products, and services focused on cybersecurity. This includes advanced AI-driven cybersecurity solution development, related IT infrastructure professional services, and digital transformation initiatives, all managed as an integrated business. The proprietary TruContext™ platform, together with professional services for deployment and integration within complex enterprise environments, represents the core of operations.
In accordance with ASC 280, Segment Reporting, the Company’s Chief Operating Decision Maker (CODM), the Chief Executive Officer, reviews financial performance and makes resource allocation decisions on a consolidated basis. All significant operational and strategic decisions are made considering the Company as a single operating unit.
As a result, the Company does not have multiple operating segments with separate financial results, and segment reporting is not applicable. All revenues, operating results, and assets are attributable to this single cybersecurity segment, encompassing both product and service offerings, consistent with how the CEO evaluates performance and allocates resources.
| F-10 |
| Table of Contents |
VISIUM TECHNOLOGIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2026 AND 2025
NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued
Recent Accounting Pronouncements
The Company adopted ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, effective for its fiscal year ended June 30, 2025 (its first fiscal year beginning after December 15, 2023) and applies it retrospectively to all periods presented. The Company has one reportable segment and its Chief Executive Officer is the chief operating decision maker. The measure of segment profit or loss reviewed by the chief operating decision maker is consolidated net income (loss), and consolidated assets are the measure of segment assets. The chief operating decision maker uses consolidated net income (loss) to assess performance, to monitor actual results against the Company’s budget, and to decide how to allocate resources, including decisions regarding financing and debt-reduction transactions. The significant segment expenses regularly provided to the chief operating decision maker, which together constitute selling, general and administrative expense, were, for the years ended June 30, 2026 and 2025, respectively: salaries, $
The Company adopted ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, for the annual period ended June 30, 2026; the enhanced annual rate-reconciliation and income-tax disclosure information is included in Note 11.
Recently issued accounting pronouncements not yet adopted: In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40), as clarified by ASU 2025-01, which requires disaggregated disclosure of certain costs and expenses in the notes to the financial statements. The guidance is effective for the Company’s fiscal year ending June 30, 2028, and interim periods thereafter. In November 2024, the FASB issued ASU 2024-04, Debt—Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments, which is effective for the Company’s fiscal year ending June 30, 2027. The Company is evaluating the effect of these ASUs on its consolidated financial statements and disclosures. Other accounting standards issued but not yet effective are not expected to have a material effect on the Company’s consolidated financial statements.
Basic and Diluted Earnings Per Share
Basic earnings per share are calculated by dividing income available to common stockholders by the weighted-average number of shares of common stock outstanding during each period, after deducting cumulative undeclared Series D preferred dividends. The equity-classified Talos and FirstFire warrants did not result in a deemed dividend in the periods presented. Diluted earnings per share are computed using the weighted-average number of common shares and the dilutive common-share equivalents outstanding during the period. Dilutive common-share equivalents consist of shares issuable upon the exercise of in-the-money stock options and warrants, calculated using the treasury-stock method where applicable, and conversion of other securities using the if-converted method where applicable. For the year ended June 30, 2025, potential common shares are excluded because the Company reported a net loss and their effect would be anti-dilutive. For the year ended June 30, 2026, management evaluated each potentially dilutive security in sequence from most to least dilutive and excluded securities that were anti-dilutive. For the year ended June 30, 2026, the Series D Convertible Preferred Stock was excluded from the computation of diluted earnings per share because its effect was anti-dilutive (incremental earnings per incremental share of approximately $
The following table sets forth the weighted-average common shares outstanding and the potential common shares associated with securities outstanding during each period. The final row is an informational aggregation and is not a diluted EPS denominator because the potential securities have different issuance dates and may be anti-dilutive.
|
| For the Years ended June 30, |
| |||||
|
| 2026 |
|
| 2025 |
| ||
Weighted average common shares outstanding |
|
|
|
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|
| ||
Effect of dilutive securities - when applicable: |
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|
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|
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|
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|
Convertible promissory note |
|
|
|
|
|
| ||
Preferred stock converted to common stock |
|
|
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|
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| ||
Common stock options |
|
| - |
|
|
|
| |
Warrants |
|
| - |
|
|
|
| |
Weighted-average shares plus potential common shares (informational; not an EPS denominator) |
|
|
|
|
|
| ||
Reconciliation of Basic to Diluted Earnings Per Share – Year Ended June 30, 2026
Component |
| Income (Numerator) |
|
| Shares (Denominator) |
| ||
Basic earnings per share computation: net income attributable to common stockholders / weighted-average common shares |
| $ |
|
|
|
| ||
Effect of dilutive securities, in sequence from most to least dilutive: |
|
|
|
|
|
|
|
|
Series A and Series B Convertible Preferred Stock (if-converted; no income adjustment) |
|
|
|
|
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| ||
Series AA Convertible Preferred Stock (if-converted; no income adjustment) |
|
|
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|
| ||
Series D Convertible Preferred Stock (if-converted; add back undeclared dividends; weighted for the75 days outstanding from April 16, 2026 to June 30, 2026; excluded because anti-dilutive) |
|
|
|
|
| ( | ) | |
Diluted earnings per share computation before evaluating convertible notes payable |
| $ |
|
|
|
| ||
Convertible notes payable (if-converted; add back related interest expense; excluded because anti-dilutive; see Note 4) |
| $ |
|
|
|
( | ) | |
Diluted earnings per share computation: net income (as adjusted) / diluted weighted-average common shares |
| $ |
|
|
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| ||
| F-11 |
| Table of Contents |
VISIUM TECHNOLOGIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2026 AND 2025
NOTE 3: DERIVATIVE LIABILITY
Equity-classified warrants
The Company evaluates each warrant under ASC 815-40. The common stock purchase warrants issued to Talos Victory Fund, LLC and FirstFire Global Opportunities Fund in September 2022 contained a down-round price-protection feature. Management concluded that the warrants qualified for equity classification under ASC 815-40, including the down-round feature exception in ASC 815-10-15-75A. Accordingly, no derivative liability was recorded for warrants at June 30, 2026 or 2025. The warrants were cancelled in April 2026, and no warrants remained outstanding as of June 30, 2026. See Note 7.
The down-round feature of an equity-classified warrant is evaluated under ASC 260-10-S99-2 when a triggering event occurs. No deemed dividend attributable to the warrants was recognized in the periods presented.
Accounting for Convertible-Note Derivative Liability
The embedded derivative features in certain variable-price convertible notes are measured at fair value at issuance and at each reporting date using a Cox, Ross & Rubinstein Binomial Tree valuation model. The resulting derivative liability is recognized in the Consolidated Balance Sheets, and changes in fair value are recognized in the Consolidated Statements of Operations. The accounting for the convertible-note derivative liability has no direct cash-flow effect.
Derivative liability – convertible notes
The Company had certain convertible notes with variable-price conversion terms. Management concluded that the embedded conversion features in those notes require bifurcation and liability classification under ASC 815. The derivative liabilities related to convertible notes payable were measured at fair value at June 30, 2025 and at each conversion or repayment date during fiscal 2026 using a Cox, Ross & Rubinstein Binomial Tree valuation model. No derivative liability was outstanding at June 30, 2026.
Changes in the fair value of the Company’s other convertible-note derivative liabilities, together with the initial accounting for applicable new convertible notes, resulted in a gain of $
June 2026 Note Payable – Default-Contingent Conversion Feature
On June 1, 2026, the Company issued a $
The note's Events of Default include, among other matters, certain failures to comply with the Company's reporting obligations under the Exchange Act. Following June 30, 2026, the Company filed a Notification of Late Filing on Form 12b-25 on September 29, 2026 with respect to this Annual Report. Because this Annual Report was filed on October 13, 2026, within the extension period provided by Rule 12b-25, it is deemed under Rule 12b-25(b) to have been filed on or before its prescribed due date. Accordingly, management concluded that the late-filing notification did not constitute an Event of Default under the note. As of the date of this Annual Report, the Company had not received any notice of default from the holder. The Company’s other convertible notes are convertible at fixed conversion prices of $
| F-12 |
| Table of Contents |
VISIUM TECHNOLOGIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2026 AND 2025
NOTE 4: CONVERTIBLE NOTES PAYABLE
Convertible Notes Payable
At June 30, 2026 and June 30, convertible notes payable consisted of the following:
|
| June 30, |
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| 2026 |
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| 2025 |
| ||
Convertible notes payable |
| $ |
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| $ |
| ||
Discount on convertible notes |
|
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| ||
Total |
| $ |
|
| $ |
| ||
The Company had $
For the year ended June 30, 2026, the following summarizes the conversion of debt for common shares:
|
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| Amount of |
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| Amount of |
|
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|
| Conversion |
| |||||||||
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| Shares |
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| Converted |
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| Converted |
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| Conversion |
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| Price |
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Name |
| Issued |
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| Principal |
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| Interest |
|
| Expense |
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| Total |
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| Per Share |
| ||||||
FirstFire |
|
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| $ |
|
| $ |
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| $ |
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| $ |
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| $ |
| ||||||
1800 Diagonal |
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Labrys Fund II |
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Total |
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| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||||
Transactions
Convertible Notes Payable
During the year ended June 30, 2026, the total shares issued upon conversion of convertible notes payable at the contractual rate was
The Company recognized interest expense on convertible notes payable of approximately $
NOTE 5: NOTES PAYABLE
Notes Payable
The Company had promissory notes with an aggregate face amount of $
All notes listed below were extinguished prior to June 30, 2026, either through the issuance of Series D Convertible Preferred Stock (see Note 7) or through cash repayment, except for the $
The difference between the face value of each note and the net cash proceeds received represents the original issue discount (OID). OIDs were recorded as a contra-liability (debt discount) and amortized to interest expense using the effective interest method over the contractual term of each note. Amortization of debt discount recognized as interest expense during the fiscal year ended June 30, 2026 was $
During fiscal 2026, additions to debt discount included contractual original issue discount, the fair value of commitment shares, the day-one discount associated with derivative features, and $
Issuance Date |
| Face Value |
|
| Original Issue Discount |
|
| Net Cash Proceeds |
|
| Interest Rate |
|
| Maturity | |||||
| $ |
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| $ |
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| $ |
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| % |
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| $ |
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| $ |
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| $ |
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| % |
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| $ |
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| $ |
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| $ |
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| % |
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| $ |
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| $ |
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| $ |
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| % |
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| $ |
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| $ |
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| $ |
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| % |
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| $ |
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| $ |
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| $ |
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| % |
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| $ |
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| $ |
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| $ |
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| % |
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| $ |
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| $ |
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| $ |
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| % |
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| $ |
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| $ |
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| $ |
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| % |
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| $ |
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| $ |
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| $ |
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| % |
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| $ |
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| $ |
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| $ |
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| % |
| |||||||
| $ |
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| $ |
|
| $ |
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| % |
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Total |
| $ |
|
| $ |
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| $ |
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| F-13 |
| Table of Contents |
VISIUM TECHNOLOGIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2026 AND 2025
NOTE 6: ACCRUED INTEREST PAYABLE
Changes in accrued interest payable during the years ended June 30, 2026 and 2025 are as follows:
|
| 2026 |
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| 2025 |
| ||
Accrued interest payable beginning |
| $ |
|
| $ |
| ||
Interest expense accrued on notes payable |
|
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| ||
Payments of accrued interest |
|
| ( | ) |
|
| ( | ) |
Conversion of accrued interest into common stock |
|
| ( | ) |
|
| ( | ) |
Accrued interest extinguished — statute of limitations (Note 9) |
|
|
|
|
| ( | ) | |
Accrued interest forgiven in connection with cash settlement of promissory notes (Note 9) |
|
| ( | ) |
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| |
|
Accrued interest separately forgiven in connection with Series D exchanges |
|
| ( | ) |
|
|
| |
Accrued interest payable ending |
| $ |
|
| $ |
| ||
In connection with the April 2026 exchange of promissory-note and convertible-note principal for Series D Convertible Preferred Stock (see Note 7), the exchanging noteholders separately forgave $
Series D shares issued for principal / advances (not interest consideration) |
| Shares Issued |
|
| Gain from Extinguishment of Accrued Interest Payable |
| ||
Promissory-note principal; related accrued interest separately forgiven |
|
|
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| $ |
| ||
Convertible-note principal; related accrued interest separately forgiven |
|
|
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| ||
Subtotal — principal exchanges; related accrued interest separately forgiven |
|
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| ||
Amounts due to an officer and two former directors |
|
|
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| ||
Total Series D shares issued |
|
|
|
| $ |
| ||
Interest expense for year ended June 30, 2026 and 2025 was comprised of the following:
|
| 2026 |
|
| 2025 |
| ||
Interest expense |
| $ |
|
| $ |
| ||
Amortization of debt discount |
|
|
|
|
|
| ||
Total interest expense |
| $ |
|
| $ |
| ||
Interest expense of $
| F-14 |
| Table of Contents |
NOTE 7: STOCKHOLDERS’ DEFICIT
Common Stock
The Company has authorized
Issuances of Common Stock – Year Ended June 30, 2026
During the year ended June 30, 2026, the Company issued common stock as follows:
Description | Shares Issued | Aggregate Fair Value / Proceeds | Notes |
Conversion of convertible notes payable (principal, accrued interest, and fees) | $ | Average contractual conversion price of $ | |
Stock-based compensation – directors and officers | $ | $ | |
Stock-based compensation – employees | $ | $ | |
Stock-based compensation – consultants | $ | $ | |
Equitization of accrued compensation and consulting fees (see Note 13) | $ | Issued at $ | |
Sale of common stock for cash | $ | $ | |
Commitment shares issued in connection with financing transactions | $ | Recorded as debt discount and amortized over the related note terms; the discount was fully amortized by June 30, 2026, including upon repayment or settlement of the related notes. | |
Total |
| F-15 |
VISIUM TECHNOLOGIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2026 AND 2025
NOTE 7: STOCKHOLDERS’ DEFICIT, continued
Issuances of Common Stock – Year Ended June 30, 2025
During the year ended June 30, 2025, the Company issued common stock as follows:
Description | Shares Issued | Aggregate Fair Value / Proceeds | Notes |
Conversion of convertible notes payable (principal, accrued interest, and fees) | $ | Average contractual conversion price of $0.0042 per share | |
Stock-based compensation – directors and officers | $ | $ | |
Stock-based compensation – consultants | $ | $ | |
Stock-based compensation – employees | $ | $ | |
Total |
|
|
Common Stock Warrants
In September 2022, in connection with amendments to financing arrangements originally dated February 1, 2022 and February 23, 2022, the Company issued common stock purchase warrants to two investors, Talos Victory Fund, LLC (“Talos”) and FirstFire Global Opportunities Fund (“FirstFire”), each for the purchase of
| F-16 |
| Table of Contents |
VISIUM TECHNOLOGIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2026 AND 2025
A summary of the Company’s outstanding common stock warrants as of June 30, 2026 and 2025, and changes during those years, is as follows:
|
| Year Ended June 30, 2026 |
|
| Year Ended June 30, 2025 |
| ||||||||||
|
| Number of Warrants |
|
| Weighted-Average Exercise Price |
|
| Number of Warrants |
|
| Weighted-Average Exercise Price |
| ||||
Balance at beginning of year |
|
|
|
| $ |
|
|
|
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| $ |
| ||||
Granted |
|
| — |
|
|
|
|
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| — |
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|
|
| ||
Exercised |
|
| — |
|
|
|
|
|
| — |
|
|
|
| ||
Acquired and retired / forfeited |
|
| ( | ) |
| $ |
|
|
| ( | ) |
| $ |
| ||
Balance at end of year |
|
| — |
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|
|
|
|
| $ |
| |||
Exercisable at end of year |
|
| — |
|
|
|
|
|
|
|
| $ |
| |||
On April 19, 2026, the Company and Talos entered into a Warrant Cancellation Agreement pursuant to which Talos’s warrant, then exercisable for
On April 24, 2026, the Company and FirstFire entered into a Warrant Cancellation Agreement pursuant to which the Company paid FirstFire $
No warrants remained outstanding or exercisable as of June 30, 2026.
| F-17 |
VISIUM TECHNOLOGIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2026 AND 2025
NOTE 7: STOCKHOLDERS’ DEFICIT, continued
Preferred Stock – Overview and Capitalization Summary
The Company is authorized to issue preferred stock with such designations, rights, and preferences as may be determined from time to time by the Board of Directors. The following table summarizes the Company’s preferred stock as of June 30, 2026:
Series | Authorized | Issued & Outstanding June 30, 2026 | Issued & Outstanding June 30, 2025 | Par Value | Stated Value per Share | Conversion Ratio / Price | Voting Rights | Liquidation Preference | Ranking |
Series A Convertible Preferred Stock | $ | Initial price $ |
| None | |||||
Series B Convertible Preferred Stock | 10,000,000 | $ | Initial price $ | None | |||||
Series AA Convertible Preferred Stock | $ | N/A | N/A | ||||||
Series D Convertible Preferred Stock | — | $ | $ | ||||||
Series E Convertible Preferred Stock | Number not fixed | — | — | $ | $ | ||||
Series G Governing Preferred Stock | — | — | $ | N/A | N/A | N/A — | |||
Blank-check preferred stock | — | — | $ | To be determined |
| F-18 |
| Table of Contents |
VISIUM TECHNOLOGIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2026 AND 2025
Series A Convertible Preferred Stock
Twenty million (
Series B Convertible Preferred Stock
Ten million (
Series AA Convertible Preferred Stock
In March 2018, the Company authorized and issued one share of Series AA Convertible Preferred Stock. During the year ended June 30, 2026, the Company amended its articles of incorporation to increase the authorized number of Series AA Convertible Preferred Stock to
The Series AA Convertible Preferred Stock, voting as a class, is entitled in the aggregate to
Series D Convertible Preferred Stock (Temporary / Mezzanine Equity)
In April 2026, the Company issued an aggregate of
The Series D Convertible Preferred Stock was created pursuant to a Certificate of Designation adopted by the Board of Directors on April 14, 2026, executed on April 14, 2026 and filed with the Florida Department of State on April 16, 2026, designating
| F-19 |
| Table of Contents |
VISIUM TECHNOLOGIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2026 AND 2025
Fair Value Measurement of Series D Convertible Preferred Stock Issued in Debt Exchanges
Management measured the fair value of the Series D Convertible Preferred Stock issued in the April 2026 debt-for-equity exchanges described above at $0.058 per share, or $
The $
Accounting Classification and Measurement
The Series D Convertible Preferred Stock is classified as temporary (mezzanine) equity in accordance with ASC 480-10-S99-3A because, under Section 5 of the Certificate of Designation, the Liquidation Preference (stated value plus accrued and unpaid dividends) becomes payable upon a Deemed Liquidation Event, such as a merger, sale of the Company or sale of substantially all of its assets, which could occur as a result of events that are not solely within the control of the Company. The Series D is not classified as a liability under ASC 480-10-25 because it has no mandatory redemption date, the holders have no right to require redemption, and
As of June 30, 2026, cumulative undeclared dividends on the Series D Convertible Preferred Stock totaled $
|
| Amount |
| |
Balance at April 16, 2026 (issuance date) |
| $ |
| |
Dividends accrued (3% per annum on stated value; 75 days from the April 16, 2026 issuance date) |
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| |
Dividends declared |
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| |
Balance at June 30, 2026 |
| $ |
| |
Potential Dilution from Outstanding Convertible Securities and Preferred Stock
As of June 30, 2026, the Company’s outstanding Series A and Series B Convertible Preferred Stock (
| F-20 |
| Table of Contents |
VISIUM TECHNOLOGIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2026 AND 2025
Series E Convertible Preferred Stock
In April 2026, in connection with the proposed acquisition of ConnexUS AI Inc. (see Note 10), the Company authorized a new series of preferred stock designated as Series E Convertible Preferred Stock pursuant to a Certificate of Designation filed with the Florida Department of State on April 16, 2026. The Series E has a par value of $
The Certificate of Designation left the total number of authorized Series E shares to be fixed by a further Board resolution immediately prior to the closing of the ConnexUS AI transaction, calibrated so that Series E would represent approximately
Series G Governing Preferred Stock (Withdrawn)
On April 14, 2026, the Board of Directors adopted a Certificate of Designation authorizing
On September 11, 2026, the Board adopted, and the Company filed with the Florida Department of State, Articles of Amendment deleting the Certificate of Designation of Series G Governing Preferred Stock in its entirety pursuant to Section 607.1002(5) of the Florida Business Corporation Act, and reported that action on a Current Report on Form 8-K. No shares of Series G Governing Preferred Stock are authorized, issued, or outstanding as of the date of this Annual Report, and the Series G Certificate is of no further force or effect. The
Blank-Check Preferred Stock
The Company has authorized approximately
| F-21 |
| Table of Contents |
VISIUM TECHNOLOGIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2026 AND 2025
NOTE 8 : STOCK-BASED COMPENSATION
The Company adopted an Incentive Stock Plan on April 18, 2021. This plan is intended to provide incentives which will attract and retain highly competent persons at all levels as employees of the Company, as well as independent contractors providing consulting or advisory services to the Company, by providing them opportunities to acquire the Company’s common stock or to receive monetary payments based on the value of such shares pursuant to Awards issued. While the plan terminates
The
Under the 2021 Stock Incentive Plan, no options to purchase shares were issued during the years ended June 30, 2026 and 2025. Upon exercise, shares of new common stock are issued by the Company.
For the years ended June 30, 2026 and 2025, the Company recognized $
A summary of the status of the Company’s outstanding stock options As of June 30, 2026 and 2025 and changes during the periods ending on that date is as follows:
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| Year Ended June 30, 2026 |
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| Year Ended June 30, 2025 |
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| Weighted |
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| Average |
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| Aggregate |
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| Average |
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| Aggregate |
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| Exercise |
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| Intrinsic |
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| Exercise |
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| Intrinsic |
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| Shares |
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| Price |
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| Value |
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| Shares |
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| Price |
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| Value |
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Stock options |
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Balance at beginning of year |
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Granted |
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| - |
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| - |
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Exercised |
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| - |
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| $ |
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| - |
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| $ |
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Expired |
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| ( | ) |
| $ |
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| - |
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| $ |
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Balance at end of year |
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| - |
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| $ | - |
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| $ |
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Options exercisable at end of year |
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| - |
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| $ | - |
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| $ |
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| 2,222 |
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| $ | 27.00 |
|
| $ |
| ||
Restricted Stock Awards
See Note 7 for the restricted stock awards granted during fiscal 2026 and 2025 and the related expense.
A summary of the Company’s restricted stock activity for the year ended June 30, 2026 and 2025 is presented in the following table:
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| For the Year ended |
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|
| June 30, 2026 |
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| June 30, 2025 |
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| Weighted |
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| Weighted |
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| Average |
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| Average |
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| Grant Date |
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| Grant Date |
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| Shares |
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| Fair Value |
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| Shares |
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| Fair Value |
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Unvested at beginning of period |
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| - |
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| $ |
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| - |
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| $ |
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Granted |
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| $ |
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| $ |
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Forfeited |
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| - |
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| - |
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Vested |
|
| ( | ) |
| $ |
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| ( | ) |
| $ |
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Unvested at end of period |
|
| - |
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| $ |
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| - |
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| $ |
| ||
Unrecognized compensation expense related to outstanding restricted stock awards as of June 30, 2026 was $
All restricted stock awards granted during the years ended June 30, 2026 and 2025 vested immediately upon grant; accordingly, no forfeiture-rate assumption was applied in measuring compensation cost for those awards, and no unvested awards were outstanding at either year-end.
| F-22 |
| Table of Contents |
VISIUM TECHNOLOGIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2026 AND 2025
NOTE 9: GAIN ON EXTINGUISHMENT OF DEBT
During the year ended June 30, 2026, the Company recognized an aggregate gain on extinguishment of debt of $
Component |
| Reference |
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| Amount |
| ||
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Gain on equitization of accrued salaries and consulting fees — 40,000,000 shares of common stock issued at $0.0033 per share to settle $2,834,819 of accrued liabilities |
| Note 13 |
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| $ |
| ||
Gain on extinguishment — promissory-note principal (Series D exchange, fair value basis) |
| Note 7 |
|
| $ |
| ||
Gain on extinguishment — convertible-note principal (Series D exchange, fair value basis) |
| Note 7 |
|
| $ |
| ||
Gain on extinguishment — advances from former directors (Series D exchange, fair value basis) |
| Note 7 |
|
| $ |
| ||
Gain on separately forgiven accrued interest payable (Series D transactions) |
| Note 6 |
|
| $ |
| ||
Loss on write-off of unamortized debt discount (Series D exchange) |
| Note 6 |
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| $ | ( | ) | |
Gain on extinguishment of note payable |
| Note 5 |
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| $ |
| ||
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|
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| |
Gain on settlement of vendor payables |
|
| — |
|
| $ |
| |
Total gain on extinguishment of debt |
|
|
|
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| $ |
| |
The components relating to the Series D Convertible Preferred Stock exchanges and the equitization of accrued compensation are described in detail in Note 6, Note 7, and Note 13. The remaining two components, relating to negotiated cash settlements of debt at a discount, are described below.
Gain on Extinguishment of Note Payable — Cash Settlement at a Discount — $
During the year ended June 30, 2026, the Company negotiated a settlement with Labrys Fund II, L.P., the holder of two promissory notes issued by the Company (see Note 5). The aggregate carrying value of the notes, consisting of principal of $
In accordance with ASC 470-50-40, the Company recognized a gain on extinguishment of debt of $
Gain on Settlement of Vendor Payables — Cash Settlement at a Discount — $
During the year ended June 30, 2026, the Company negotiated settlements with certain unrelated third-party vendors with respect to outstanding trade payables. The aggregate carrying value of the settled payables was $
In accordance with ASC 405-20-40-1, the Company derecognized the settled liabilities upon legal release and recognized a gain of $
During the year ended June 30, 2025, the Company obtained a legal opinion concluding that certain aged debt instruments were beyond the applicable statute of limitations and that the Company had a complete defense to liability with respect to those obligations. Based on that legal opinion, the Company recognized a gain on extinguishment of debt of $
Accrued interest expense |
| $ |
| |
Convertible notes payable |
|
|
| |
Promissory notes payable |
|
|
| |
Gain on extinguishment of debt for the year ended June 30, 2025 |
| $ |
|
| F-23 |
| Table of Contents |
VISIUM TECHNOLOGIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2026 AND 2025
NOTE 10: PROPOSED ACQUISITION OF CONNEXUS AI AND OTHER TERMINATED TRANSACTION
Proposed Acquisition of ConnexUS AI
During fiscal 2026, the Company entered into a non-binding Letter of Intent and related agreements contemplating the acquisition of ConnexUS AI Inc. The proposed transaction was intended to expand the Company's artificial intelligence product offerings and remained subject to negotiation and execution of definitive agreements, satisfaction of customary closing conditions, and completion of due diligence.
In connection with the proposed transaction, the Company advanced $
On June 8, 2026, the Board of Directors determined that the proposed acquisition would not be consummated, and the parties entered into a Mutual Release, Settlement and Termination Agreement terminating all transaction documents and providing mutual releases. Under the settlement, the Company retained no ownership interest in ConnexUS AI or its intellectual property, and no reimbursement of the advances was required.
Accordingly, the Company recognized a charge of $
No shares of Series E Convertible Preferred Stock or Series G Governing Preferred Stock were issued in connection with the proposed transaction. See Note 7 for the terms of
the Series E Convertible Preferred Stock designation, which remains on file with the Florida Department of State, and for the withdrawal of the Series G Governing Preferred Stock designation on September 11, 2026.
Write-off of Advance for Proposed Financing
Separately, and unrelated to the proposed acquisition of ConnexUS AI Inc. described above, during the year ended June 30, 2026, the Company paid a $
| F-24 |
| Table of Contents |
VISIUM TECHNOLOGIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2026 AND 2025
NOTE 11: INCOME TAXES
The Company has not filed federal or state corporate income tax returns for any fiscal year beginning with the fiscal year ended June 30, 2008. As a result of recurring losses, the Company recorded no net current or deferred income tax provision or benefit for the years ended June 30, 2026 and 2025.
The $
Components of Income (Loss) Before Income Taxes and Income Tax Provision (Benefit)
The Company conducts all of its operations in the United States and has no operations in any foreign jurisdiction. Accordingly, all of the Company’s income (loss) before income taxes was attributable to domestic operations, consisting of income before income taxes of $
|
| Year Ended June 30, 2026 |
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| Year Ended June 30, 2025 |
| ||
Current: |
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| ||
Federal |
| $ |
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| $ |
| ||
State |
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Foreign |
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Total current |
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Deferred: |
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Federal |
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State |
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| — |
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| |
Foreign |
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| ||
Total deferred |
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|
|
|
|
| ||
Total income tax provision (benefit) |
| $ |
|
| $ |
| ||
No current federal or state income tax was provided in either year because the Company generated a taxable loss in each year (see “Reconciliation of Book Income (Loss) to Taxable Loss” below), and no foreign income tax was provided because the Company has no foreign operations. The deferred income tax benefit attributable to the increase in the Company’s net operating loss carryforwards was fully offset by a corresponding increase in the valuation allowance, resulting in no net deferred income tax provision or benefit in either year.
Reconciliation of Statutory Rate to Effective Rate
A reconciliation of income tax benefit computed at the federal statutory rate to the Company's income tax provision is as follows:
|
| Year Ended June 30, 2026 |
|
|
|
|
| Year Ended June 30, 2025 |
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|
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| ||||
|
| Amount |
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| Rate |
|
| Amount |
|
| Rate |
| ||||
Expected (provision) benefit at the U.S. federal statutory rate |
| $ | ( | ) |
|
| ( | )% |
| $ |
|
|
| % | ||
State and local income taxes, net of federal benefit |
|
|
|
|
|
|
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| ||||
Foreign tax differential |
|
|
|
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|
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| ||||
Non-deductible amortization of debt discount |
|
| ( | ) |
|
| ( | )% |
|
| ( | ) |
|
| ( | )% |
Non-taxable change in fair value of derivative liabilities |
|
|
|
|
| % |
|
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| % | ||||
Non-deductible stock-based compensation |
|
| ( | ) |
|
| ( | )% |
|
| ( | ) |
|
| ( | )% |
Non-taxable gain on extinguishment and settlement of debt |
|
|
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| % |
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| % | ||||
Non-deductible expenses and other |
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| ||||
True-up of prior-year net operating loss estimate |
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| % | ||||
Change in valuation allowance |
|
| ( | ) |
|
| ( | )% |
|
| ( | ) |
|
| ( | )% |
Income tax provision |
| $ |
|
|
|
| $ |
|
|
| ||||||
Percentages are expressed as a percentage of the Company’s income before income taxes of $856,102 for the year ended June 30, 2026 and loss before income taxes of $1,341,979 for the year ended June 30, 2025. Amounts shown as benefits are presented as positive figures.
The unusually large percentage impact of individual reconciling items in the year ended June 30, 2026 results from the pre-tax book income reported in that year being driven primarily by a large non-taxable gain, rather than by ordinary operating results, relative to the magnitude of the underlying book-to-tax differences. As described in Note 9, the Company recognized a gain on extinguishment of debt of $2,923,004 during fiscal 2026, which more than offset an operating loss of $
Reconciliation of Book Income (Loss) to Taxable Loss
|
| 2026 |
|
| 2025 |
| ||
Net income (loss) per books |
| $ |
|
| $ | ( | ) | |
Permanent differences: |
|
|
|
|
|
|
|
|
Amortization of debt discount |
|
|
|
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|
| ||
Change in fair value of derivative liabilities |
|
| ( | ) |
|
| ( | ) |
Stock-based compensation |
|
|
|
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|
| ||
Gain on extinguishment and settlement of debt |
|
| ( | ) |
|
| ( | ) |
Total permanent differences |
|
| ( | ) |
|
| ( | ) |
Taxable loss |
| $ | ( | ) |
| $ | ( | ) |
Income Taxes Paid
Income taxes paid, net of refunds received, were $0 for each of the years ended June 30, 2026 and 2025; no income taxes were paid to any federal, state, or foreign jurisdiction in either year.
Deferred Tax Assets
Significant components of the Company's deferred tax assets are as follows:
|
| June 30, 2026 |
|
| June 30, 2025 |
| ||
Net operating loss carryforwards |
| $ |
|
| $ |
| ||
Other |
|
|
|
|
|
| ||
Total deferred tax assets |
|
|
|
|
|
| ||
Valuation allowance |
|
| ( | ) |
|
| ( | ) |
Net deferred tax assets |
| $ |
|
| $ |
| ||
The deferred tax asset related to net operating loss (“NOL”) carryforwards was calculated using the federal statutory rate of
As of June 30, 2026, the Company had estimated federal NOL carryforwards of
Critical Uncertainties Affecting NOL Realization
The Company’s ability to utilize its NOL carryforwards is subject to significant uncertainty for the following reasons:
Unfiled Tax Returns — The Company has not filed federal or state income tax returns since fiscal 2008. The failure to file returns may result in the assessment of penalties and interest, potential disallowance or limitation of NOL carryforwards, and examination by taxing authorities for all open years. When historical returns are filed, they will remain subject to examination for at least three years after the filing date.
Section 382 Ownership Changes — Internal Revenue Code Section 382 limits the annual utilization of NOL carryforwards following an ownership change (generally a greater than 50% change in ownership over a three-year testing period). The Company has experienced multiple ownership changes in the past and may experience additional ownership changes in the future as a result of equity issuances. Any such ownership change could materially limit the Company’s ability to use its NOL carryforwards.
Full Valuation Allowance — Because of the Company’s history of losses, the absence of taxable income in recent years, the unfiled-return status, and the potential Section 382 limitations, management has concluded that it is more likely than not that the deferred tax assets will not be realized. Accordingly, a full valuation allowance has been recorded against all deferred tax assets.
The Company has no uncertain tax positions that require recognition of a liability under ASC 740-10. No accrual has been recorded for potential penalties or interest related to the unfiled returns because the amount of any such exposure cannot currently be reasonably estimated. Management intends to develop a plan to become current with its federal and state filing obligations; however, as of the date of these financial statements no definitive timeline has been established.
The Company remains subject to examination by the Internal Revenue Service and state taxing authorities for all tax years beginning with fiscal 2008 due to the non-filing of returns.
| F-25 |
| Table of Contents |
VISIUM TECHNOLOGIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2026 AND 2025
NOTE 12: RELATED PARTY TRANSACTIONS
Equity transactions with related parties are described in Note 7, including the sale of
In April 2026, the Company settled $
In April 2026, the Company issued
From time to time we have borrowed operating funds from Mr. Mark Lucky, our Chief Financial Officer and from certain Directors, for working capital. The advances were payable upon demand and were interest free. $
Between April 27, 2026 and June 8, 2026, while Cheddi Rai, the holder of approximately
NOTE 13: ACCRUED COMPENSATION
Accrued compensation consists of the following at:
|
| June 30, |
| |||||
|
| 2026 |
|
| 2025 |
| ||
Accrued compensation - officers |
| $ |
|
| $ |
| ||
Accrued compensation - staff |
|
|
|
|
|
| ||
|
| $ |
|
| $ |
| ||
At June 30, 2026, accrued compensation was $
The employees and the consultant who received common stock in the fiscal 2026 equitization were not executive officers or directors of the Company. The related gain remains in earnings.
Settlement of Accrued Compensation and Other Obligations Through Issuance of Common Stock
During fiscal 2026, as part of the Company's efforts to reduce its outstanding debt and accrued obligations, the Company issued an aggregate of
The accounting treatment of the transactions differed based on the capacity in which the recipients held their claims against the Company. The amounts attributable to consultants and employees were accounted for as the settlement of previously accrued obligations, with the difference between the carrying amount of the obligations settled and the fair value of the common stock issued recognized as a gain on the settlement of such obligations. In contrast, the amount attributable to Mr. Lucky was accounted for as a capital transaction in accordance with the principles of ASC 470-50-40-2, which provides that extinguishment transactions between related parties may, in substance, be capital transactions. Accordingly, the excess of the carrying amount of the obligations settled over the fair value of the common stock issued to Mr. Lucky was treated as a capital contribution and credited to additional paid-in capital ("APIC"), rather than recognized as a gain in the Company's statement of operations.
The following table summarizes these transactions:
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| Shares Issued |
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| Fair Value Per Share |
|
| Fair Value of Shares |
|
| Accrued Obligations Settled |
|
| Gain on Settlement |
|
| Capital Contribution / APIC |
| ||||||
Consultants |
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|
|
| $ |
|
| $ |
|
| $ |
|
| $ |
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| $ |
| ||||||
Employees |
|
|
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||||
Mark Lucky, CFO and Director |
|
|
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||||
Total |
|
|
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||||
The Company determined the fair value of the common stock issued based on the then-prevailing market price of its common stock. The aggregate $
| F-26 |
| Table of Contents |
VISIUM TECHNOLOGIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2026 AND 2025
NOTE 14: COMMITMENTS AND CONTINGENCIES
Operating Leases
The Company operates virtually, with a virtual office space rented. The Company has no future minimum annual payments under non-cancelable operating leases at June 30, 2026.
Contingencies
The Company accounts for contingent liabilities under ASC 450, Contingencies. Management assesses known contingencies to determine whether a loss is probable and reasonably estimable and accrues a liability when those conditions are met. For reasonably possible material losses, management discloses the nature of the contingency and an estimate of the possible loss or range of loss when determinable. As of June 30, 2026, management had not identified a probable and reasonably estimable loss contingency requiring accrual. No holder of Series A or Series B Preferred Stock, or any other person, had asserted or threatened a claim relating to the Series G designation, the April 16, 2026 Form 8-K, or the Series D exchanges as of the date of this Annual Report.
The Company has not filed Forms W-2 or Forms 1099 for certain officer compensation paid in fiscal 2026 and prior years. The Company may be subject to penalties, interest and employment taxes as a result. Officer compensation paid without the related information returns totaled approximately $
Employment Agreement Commitments
The Company has entered into employment agreements with its Chief Executive Officer and its Chief Financial Officer, the material terms of which are described in Item 11 - Executive Compensation. These agreements require minimum annual base salaries (not less than $
Because the performance bonus is based on the Company's market capitalization, it is accounted for as a liability-classified share-based award under ASC 718-30 and remeasured at fair value at each reporting date. The fair value at June 30, 2026 was not material.
NOTE 15: FAIR VALUE MEASUREMENT
Fair value measurements
At June 30, 2026 and 2025, the fair value of the Company’s convertible-note derivative liabilities was estimated using a Cox, Ross & Rubinstein Binomial Tree valuation model using inputs that include expected volatility, the risk-free interest rate, expected term, and expected dividend rate. The convertible-note derivative liabilities are the Company’s only recurring Level 3 fair value measures. The equity-classified Talos and FirstFire warrants are not included in the derivative-liability balance. See Notes 2, 3, and 7.
| F-27 |
| Table of Contents |
VISIUM TECHNOLOGIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2026 AND 2025
At June 30, 2026, the estimated fair values of the liabilities measured on a recurring basis are as follows:
|
| Fair Value Measurements at |
| |||||||||
|
| June 30, 2026: |
| |||||||||
|
| (Level 1) |
|
| (Level 2) |
|
| (Level 3) |
| |||
Derivative liability – Convertible notes |
| $ |
|
| $ |
|
| $ |
| |||
Equity-classified warrants (not a derivative liability) |
|
|
|
|
|
|
|
|
| |||
Total derivative liability |
| $ |
|
| $ |
|
| $ |
| |||
At June 30, 2025, the estimated fair values of the liabilities measured on a recurring basis are as follows:
|
| Fair Value Measurements at |
| |||||||||
|
| June 30, 2025: |
| |||||||||
|
| (Level 1) |
|
| (Level 2) |
|
| (Level 3) |
| |||
Derivative liability – Convertible notes |
| $ |
|
| $ |
|
| $ |
| |||
Equity-classified warrants (not a derivative liability) |
|
|
|
|
|
|
|
|
| |||
Total derivative liability |
| $ |
|
| $ |
|
| $ |
| |||
The following is the Level 3 activity for the Company’s convertible-note derivative liabilities:
Derivative liability at June 30, 2024 |
| $ |
| |
Initial recognition of derivative liabilities (recorded as debt discount) |
|
|
| |
Gain on change in fair value of derivative liability |
|
| ( | ) |
Derivative liability at June 30, 2025 |
| $ |
| |
Initial recognition of derivative liabilities (recorded as debt discount) |
|
|
| |
Gain on change in fair value of derivative liability |
|
| ( | ) |
Derivative liability at June 30, 2026 |
| $ |
|
In April 2026, the Company also measured the Series D Convertible Preferred Stock issued in debt-for-equity exchanges at a nonrecurring Level 3 fair value of $
| F-28 |
| Table of Contents |
VISIUM TECHNOLOGIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2026 AND 2025
NOTE 16: SUBSEQUENT EVENTS
The Company has evaluated subsequent events through the date of issuance of these consolidated financial statements. On September 11, 2026, the Board of Directors approved a 1-for-1,500 reverse split of the Company's common stock and a reduction of the number of authorized shares of common stock to 2,000,000. The approval remains outstanding. The reverse split has not been effected and has not been executed, and it is pending effectiveness. All share counts, per-share amounts, and conversion disclosures in this Annual Report are presented on a pre-split basis. If and when the reverse split becomes effective, every 1,500 outstanding shares of common stock will be combined into one share, and authorized common stock will be
On September 29, 2026, the Company filed a Notification of Late Filing on Form 12b-25 with respect to this Annual Report. As described in Note 3, because this Annual Report was filed on October 13, 2026, within the Rule 12b-25 extension period, management concluded that the late-filing notification did not constitute an Event of Default under the Company's note payable to 1800 Diagonal Lending LLC.
Sale of Common Stock to Related Party
In August 2026, the Company sold
Withdrawal of Series G Governing Preferred Stock Designation
On September 11, 2026, the Company filed a Current Report on Form 8-K/A correcting its Current Report on Form 8-K filed April 16, 2026, which had incorrectly stated that shares of Series G Governing Preferred Stock had been issued, and filed Articles of Amendment with the Florida Department of State deleting the Series G Governing Preferred Stock designation in its entirety. No shares of Series G Governing Preferred Stock were ever issued, and the withdrawal had no effect on the consolidated financial statements. See Note 7.
Series D Convertible Preferred Stock Issued in Exchange for Convertible Notes
On September 21, 2026, the Company entered into a Series D Convertible Preferred Stock Subscription and Debt Conversion Agreement (the “Exchange Agreement”) with two noteholders (together, the “Holders”), effective September 21, 2026. Pursuant to the Exchange Agreement, the Holders exchanged four convertible notes payable with an aggregate outstanding principal balance of $
The Series D shares issued under the Exchange Agreement have the same terms as the Series D Convertible Preferred Stock described in Note 7, including a
Because the notes and related accrued interest remained outstanding at June 30, 2026, the exchange is a nonrecognized subsequent event, and the consolidated financial statements as of and for the year ended June 30, 2026 have not been adjusted for it. Consistent with the conversion-parity methodology described in Note 7, management estimated the fair value of the Series D shares issued at $
| F-29 |
EXHIBIT 4.57
VISIUM TECHNOLOGIES, INC.
SERIES D CONVERTIBLE PREFERRED STOCK
DEBT-TO-EQUITY EXCHANGE CLOSING PACKAGE
Holder: ______________________
Aggregate Debt Converted: $_______________.00
Series D Preferred Shares Issued______________
Effective Date: April 14, 2026
Contains:
1. Series D Convertible Preferred Stock Subscription and Debt Conversion Agreement
2. Schedule A – Itemized Notes and Advances Converted
3. Exhibit B – Promissory Note Cancellation, Debt Discharge, and Release
4. Exhibit C – Notice of Uncertificated Share Issuance
Visium Technologies, Inc. — Series D Closing Package — Confidential — Page 1
SERIES D CONVERTIBLE PREFERRED STOCK
SUBSCRIPTION AND DEBT CONVERSION AGREEMENT
VISIUM TECHNOLOGIES, INC.
(a Florida corporation)
This Series D Convertible Preferred Stock Subscription and Debt Conversion Agreement (this "Agreement") is made and entered into as of April 14, 2026 (the "Effective Date"), by and between Visium Technologies, Inc., a Florida corporation (the "Company"), and _____________________________, an individual (the "Holder").
RECITALS
WHEREAS, the Holder is the holder of one or more outstanding note and/or advances made to or for the benefit of the Company, as more particularly described on Schedule A attached hereto and incorporated herein by reference (collectively, the "Outstanding Obligations"), having an aggregate outstanding principal and accrued balance as of the Effective Date of $_____________.00;
WHEREAS, on April 14, 2026, the Board of Directors of the Company duly adopted resolutions designating 2,000,000 shares of the Company's authorized preferred stock as "Series D Convertible Preferred Stock" (the "Series D Preferred Stock"), pursuant to that certain Certificate of Designation of Preferences, Rights and Limitations of Series D Convertible Preferred Stock of Visium Technologies, Inc., filed pursuant to Section 607.0602 of the Florida Business Corporation Act (the "Certificate of Designation");
WHEREAS, the Company and the Holder desire that the Outstanding Obligations be extinguished, cancelled, and discharged in full in exchange for the issuance to the Holder of shares of Series D Preferred Stock, on the terms set forth herein and in the Certificate of Designation; and
WHEREAS, the Company is offering the Series D Preferred Stock in reliance on the exemption from registration provided by Rule 506(b) of Regulation D promulgated under the Securities Act of 1933, as amended (the "Securities Act").
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1. Debt Conversion; Issuance of Shares. Effective as of the Effective Date, the Holder hereby irrevocably surrenders, exchanges, and converts the Outstanding Obligations, in the aggregate amount of $_____________.00, in full satisfaction and discharge thereof, in exchange for ___________ shares of Series D Convertible Preferred Stock of the Company (the "Shares"), calculated at the Stated Value of $1.00 per share of Series D Preferred Stock. The itemization of the Outstanding Obligations comprising the Shares is set forth on Schedule A attached hereto.
Visium Technologies, Inc. — Series D Closing Package — Confidential — Page 2
2. Terms of the Series D Preferred Stock. The Shares shall be governed in all respects by the Certificate of Designation, a copy of which has been made available to the Holder. Without limiting the foregoing, the Holder acknowledges that the Series D Preferred Stock (a) accrues cumulative dividends at the rate of 3% per annum on the Stated Value, payable quarterly in arrears in cash or, at the Company's election, in additional PIK shares of Series D Preferred Stock; (b) is convertible at the Holder's election into shares of the Company's common stock, par value $0.001 per share ("Common Stock"), at a fixed Conversion Price of $0.05 per share, subject to broad-based weighted-average anti-dilution adjustment as set forth in Section 6 of the Certificate of Designation; (c) is subject to redemption by the Company at 103% of Stated Value plus accrued and unpaid dividends upon the closing of a Qualifying Transaction, payable in cash or in registered Common Stock valued at the 10-trading-day volume weighted average price preceding the redemption notice, within thirty (30) days of such notice, as set forth in Section 7 of the Certificate of Designation; and (d) carries a liquidation preference senior to Common Stock and junior to the Company's Series AA Preferred Stock and Series G Preferred Stock, as set forth in Sections 3 and 5 of the Certificate of Designation.
3. Form of Issuance; Uncertificated Shares. The Shares shall be issued in uncertificated, book-entry form only, in accordance with Section 607.0626 of the Florida Business Corporation Act. No physical stock certificate shall be issued. The Company shall cause the Shares to be recorded on the books of the Company's transfer agent in the name of the Holder, and shall deliver to the Holder a Notice of Uncertificated Share Issuance substantially in the form attached as Exhibit C, confirming such book-entry issuance.
4. Cancellation and Release of Outstanding Obligations. Concurrently with the execution of this Agreement, the Holder and the Company shall execute the Promissory Note Cancellation, Debt Discharge, and Release attached hereto as Exhibit B, pursuant to which the Outstanding Obligations shall be deemed paid, satisfied, cancelled, and discharged in full, and the Holder shall release the Company from any and all claims arising from or related to the Outstanding Obligations.
5. Representations and Warranties of the Holder. The Holder represents and warrants to the Company that: (a) the Holder is the sole legal and beneficial owner of the Outstanding Obligations, free and clear of any liens, claims, or encumbrances; (b) the Holder has full power and authority to enter into this Agreement and to surrender the Outstanding Obligations as contemplated hereby; (c) the Holder is acquiring the Shares for the Holder's own account, for investment purposes only, and not with a view toward resale or distribution in violation of the Securities Act; (d) the Holder is an "accredited investor" as defined in Rule 501(a) of Regulation D, or has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Shares, and has had the opportunity to ask questions of and receive answers from the Company concerning the terms of this Agreement, the Certificate of Designation, and the Company's business and financial condition; and (e) the Holder understands that the Shares have not been registered under the Securities Act or any state securities laws and are being offered and sold in reliance on the exemption provided by Rule 506(b) of Regulation D, and that the Shares, and any Common Stock issuable upon conversion thereof, will be "restricted securities" subject to resale limitations under Rule 144 and applicable law.
6. Representations and Warranties of the Company. The Company represents and warrants that: (a) it is a corporation duly organized, validly existing, and in good standing under the laws of the State of Florida; (b) it has all requisite corporate power and authority to execute and deliver this Agreement and to issue the Shares; (c) the Certificate of Designation has been duly authorized, adopted, and filed in accordance with the Florida Business Corporation Act; and (d) the Shares, when issued in accordance with this Agreement, will be duly authorized, validly issued, fully paid, and non-assessable.
Visium Technologies, Inc. — Series D Closing Package — Confidential — Page 3
7. Restrictive Legend. The book-entry position representing the Shares shall bear a restrictive legend substantially to the effect that the Shares have not been registered under the Securities Act, and may not be offered, sold, or otherwise transferred except pursuant to an effective registration statement or an applicable exemption from registration.
8. Further Assurances. Each party shall execute and deliver such further instruments and take such further actions as may reasonably be necessary or appropriate to carry out the purposes and intent of this Agreement, including any filings required in connection with the issuance of the Shares.
9. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of laws principles.
10. Entire Agreement; Amendment. This Agreement, together with the Certificate of Designation, Schedule A, and Exhibits attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral. This Agreement may not be amended except by a written instrument signed by both parties.
11. Counterparts. This Agreement may be executed in counterparts, including by electronic or facsimile signature, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.
THE COMPANY:
_______________________________
VISIUM TECHNOLOGIES, INC.
By: Mark Lucky
Title: Chief Financial Officer
Date: April 14, 2026
THE HOLDER:
_______________________________
_______________________________
Individual Holder
Date: April 14, 2026
Visium Technologies, Inc. — Series D Closing Package — Confidential — Page 4
SCHEDULE A
Itemized Schedule of Notes and Advances Converted
Holder: _____________________________
Pursuant to Section 1 of the Series D Convertible Preferred Stock Subscription and Debt Conversion Agreement dated April 14, 2026, between Visium Technologies, Inc. and _____________________________, the following Outstanding Obligations are converted into Series D Convertible Preferred Stock as set forth below:
| Note / Advance Description | Instrument Type | Debt Amount Converted | Series D Shares Issued (at $1.00 Stated Value) |
| Convertible Note (_____________________________) | Convertible Note | $_____________.00 |
|
| TOTAL | $_____________.00 |
| |
All share amounts above are calculated at the Series D Convertible Preferred Stock Stated Value of $1.00 per share, on a dollar-for-dollar basis, with no fractional shares issued. This Schedule A is incorporated into and forms an integral part of the Agreement to which it is attached.
Visium Technologies, Inc. — Series D Closing Package — Confidential — Page 5
EXHIBIT B
PROMISSORY NOTE CANCELLATION, DEBT DISCHARGE, AND RELEASE
VISIUM TECHNOLOGIES, INC.
This Promissory Note Cancellation, Debt Discharge, and Release (this "Release") is made as of April 14, 2026, by and between Visium Technologies, Inc., a Florida corporation (the "Company"), and _____________________________, an individual (the "Holder"), in connection with, and as an exhibit to, that certain Series D Convertible Preferred Stock Subscription and Debt Conversion Agreement dated April 14, 2026 (the "Agreement").
1. Cancellation of Notes and Advances. The Holder and the Company hereby agree that the notes and/or advances identified on Schedule A to the Agreement, having an aggregate outstanding balance of $_____________.00 as of April 14, 2026 (collectively, the "Cancelled Obligations"), are, effective as of the Effective Date, fully paid, satisfied, cancelled, discharged, and extinguished, and are of no further force or effect. Any original promissory note instruments, advance records, or similar evidence of indebtedness relating to the Cancelled Obligations are hereby deemed null, void, and cancelled, and the Company's books and records shall be updated to reflect that no further amounts of principal, interest, or accrued obligations remain outstanding thereunder.
2. Consideration. In full and complete satisfaction of the Cancelled Obligations, the Company has issued to the Holder ___________ shares of Series D Convertible Preferred Stock of the Company, in uncertificated, book-entry form, as evidenced by the Notice of Uncertificated Share Issuance delivered concurrently herewith.
3. Release by the Holder. The Holder, for and on behalf of itself/himself/herself and its/his/her successors, assigns, heirs, and representatives, hereby fully and forever releases, acquits, and discharges the Company, and its officers, directors, employees, agents, successors, and assigns, from any and all claims, demands, obligations, liabilities, actions, and causes of action of any kind whatsoever, whether known or unknown, arising out of or related to the Cancelled Obligations, other than the Company's obligations under the Agreement, the Certificate of Designation, and this Release with respect to the Shares issued in exchange therefor.
4. No Further Indebtedness. The Holder acknowledges and agrees that, as of the Effective Date and following the issuance of the Shares, the Company has no further payment or other obligation to the Holder with respect to the Cancelled Obligations, and the Holder shall not seek payment, repayment, or any other recovery from the Company with respect thereto.
5. Representations. The Holder represents that it/he/she is the sole owner of the Cancelled Obligations, free of any lien, pledge, or encumbrance, and has full right and authority to release and discharge such obligations as set forth herein.
6. Governing Law. This Release shall be governed by and construed in accordance with the laws of the State of Florida.
Visium Technologies, Inc. — Series D Closing Package — Confidential — Page 6
IN WITNESS WHEREOF, the parties have executed this Release as of the Effective Date.
THE COMPANY:
_______________________________
VISIUM TECHNOLOGIES, INC.
By: Mark Lucky
Title: Chief Financial Officer
Date: April 14, 2026
THE HOLDER:
_______________________________
_______________________________
Individual Holder
Date: April 14, 2026
Visium Technologies, Inc. — Series D Closing Package — Confidential — Page 7
EXHIBIT C
NOTICE OF UNCERTIFICATED SHARE ISSUANCE
(Issued pursuant to Section 607.0626, Florida Business Corporation Act)
VISIUM TECHNOLOGIES, INC.
Date of Notice: April 14, 2026
Holder of Record: _____________________________
This Notice is delivered to the above-named Holder pursuant to Section 607.0626 of the Florida Business Corporation Act, to confirm the issuance of shares of stock of Visium Technologies, Inc. (the "Company") in uncertificated, book-entry form. No physical stock certificate has been or will be issued in respect of the Shares described below.
Details of Issuance
| Class/Series of Stock: | Series D Convertible Preferred Stock |
| Number of Shares Issued: | ___________ shares |
| Stated Value: | $1.00 per share |
| Par Value: | $0.001 per share |
| Consideration: | Cancellation and discharge of Outstanding Obligations in the aggregate amount of $_____________.00, as more particularly described on Schedule A to the Series D Convertible Preferred Stock Subscription and Debt Conversion Agreement dated April 14, 2026 |
| Restrictions on Transfer: | The Shares have not been registered under the Securities Act of 1933, as amended, and are subject to restrictions on transfer as set forth in the Agreement and applicable securities laws. |
| Governing Certificate: | Certificate of Designation of Preferences, Rights and Limitations of Series D Convertible Preferred Stock of Visium Technologies, Inc., filed April 14, 2026 |
The Company shall maintain a record of this issuance on its books and through its transfer agent. The Holder may request a statement of holdings at any time in accordance with Section 607.0626 of the Florida Business Corporation Act.
VISIUM TECHNOLOGIES, INC.
_______________________________
By: Mark Lucky
Title: Chief Financial Officer
Date: April 14, 2026
Visium Technologies, Inc. — Series D Closing Package — Confidential — Page 8
EXHIBIT 10.37
EXHIBIT 10.38
EXHIBIT 10.40
EXHIBIT 10.41
EXHIBIT 19.1
VISIUM TECHNOLOGIES, INC.
INSIDER TRADING POLICY
In order to take an active role in the prevention of insider trading violations by its officers, directors, employees and other related individuals, Visium Technologies, Inc. (the “Company”) has adopted this Insider Trading Policy (the “Policy”).
Statement of Intent
The Company opposes the misuse of material nonpublic information in the trading of securities and it is the intent of this Policy to implement procedures designed to prevent trading based on material nonpublic information regarding the Company, including any of its subsidiaries.
Covered Parties
The Policy covers officers, directors and all other employees of, or consultants or contractors to, the Company or its subsidiaries, as well as their immediate families, and members of their households (“Insider(s)”).
Covered Transactions
This Policy applies to all transactions in the Company’s securities, including common stock, options for common stock and any other securities the Company may issue from time to time, such as preferred stock, warrants and convertible debentures, as well as to derivative securities relating to the Company’s stock, whether or not issued by the Company, such as publicly-traded options.
Prohibited Transactions
No Insider shall engage in any transaction involving a purchase or sale of the Company’s securities, including any offer to purchase or offer to sell, during any period commencing with the date that the Insider possesses material nonpublic information concerning the Company or its subsidiaries, and ending at the beginning of the trading day following the date of public disclosure of that information, or at such time as such nonpublic information is no longer material.
No Insider shall disclose (“tip”) material nonpublic information about the Company or its subsidiaries to any other person where such information may be used by such person to his or her profit by trading in the securities of companies to which such information relates, nor shall such Insider or related person make recommendations or express opinions on the basis of material nonpublic information as to trading in the Company’s securities.
No Insider shall engage in any transaction involving the purchase or sale of another company’s securities while in possession of material nonpublic information about such company when that information is obtained in the course of employment with, or the performance of services on behalf of, the Company and for which there is a relationship of trust and confidence concerning the information.
Problematic Transactions
While employees are not prohibited by law from using Company securities as collateral for loans or in margin accounts or from engaging in transactions involving publicly-traded options, such as puts and calls, or other derivatives securities with respect to the Company’s securities, the Company discourages employees from such activity because, among other problems, these types of transactions (i) may result in transactions in Company securities occurring outside the Open Window (defined below) and (ii), in the case of publicly-traded options, create an appearance of impropriety in that these types of transactions often focus on short-term and speculative interest in the Company’s securities or otherwise result in individual profit arising from poor Company performance. Limit orders with brokers should not extend beyond any Open Window and be cancellable upon an imposition of a black-out period. Employees interested in trading outside of the Open Window should look into adopting a 10b5-1 trading plan, as described below. Exercising and selling stock options issued pursuant to the Company’s stock option plan, as otherwise permitted under this Policy, are not considered problematic.
| 1 |
The Company’s Trading Window
The Company has determined that all officers, directors, and those other persons identified on Attachment 1 (as may be amended from time to time by the Compliance Officer), shall be prohibited from buying, selling or otherwise effecting transactions in any stock or other securities of the Company or derivative securities thereof EXCEPT during the following trading window:
Beginning at the open of market on the trading day following the date of public disclosure of the Company’s financial results for a preceding calendar quarter or year and ending at the close of market on the 10th day of the second calendar month of the current calendar quarter (the “Open Window”).
In addition, the Company, through the Compliance Officer, may authorize longer or additional trading windows in which buying, selling or otherwise effecting transactions in the Company’s securities shall be permitted pursuant to this Policy as if it were the “Open Window.” Similarly, the Company, through the Compliance Officer, may impose special black-out periods during which certain persons will be prohibited from buying, selling or otherwise effecting transactions in any stock or other securities of the Company or derivative securities thereof, even though the trading window would otherwise be open. If a special black-out period is imposed, the Company will notify affected individuals, who should thereafter not engage in any transaction involving the purchase or sale of the Company’s securities and should not disclose to others the fact of such suspension of trading.
It should be noted that even during the Open Window, any person possessing material nonpublic information should not engage in any transactions in the Company’s securities until the beginning of the trading day following the date of public disclosure of such information, whether or not the Company has recommended a suspension of trading to that person.
Pre-clearance of Trades by Executive Officers and Directors
All executive officers and directors of the Company must refrain from trading in the Company’s securities, even during the Open Window, without first contacting the Company’s Compliance Officer (defined below) and obtaining pre-clearance to commence trading in the Company’s securities. In addition, all executive officers and directors are required to comply with Section 16 of the Securities and Exchange Act of 1934, and related rules and regulations which set forth reporting obligations as well as limitations on “short swing” transactions. The Company is available to assist in filing Section 16 reporting, however, the obligation to comply with Section 16 is personal. Please direct any inquiries concerning compliance to the Compliance Officer.
Adoption and Affect of 10b5-1 Trading Plans
The Company permits all directors, officers and other employees to adopt trading plans in accordance with Securities and Exchange Commission Rule 10b5-1(c) (17 C.F.R. § 240.10b5-1(c)) and otherwise pursuant to the Company’s procedure for adopting such a trading plan (a “10b5-1 trading plan”). The restrictions on trading set forth in this Policy shall not apply to trades made pursuant to a 10b5-1 trading plan. More information concerning trading plans is available from the Compliance Officer.
Exemptions from this Policy
The exercise of stock options for cash under the Company’s stock option plan are exempt from this Policy, since the other party to these transactions is the Company itself and the price does not vary with the market, but is fixed by the terms of the option agreement. This exemption does not apply to the sale of any shares issued upon such exercise and it does not apply to a cashless exercise of options, which is accomplished by a sale of a portion of the shares issued upon exercise of an option. In addition, bona fide gifts of the securities of the Company are exempt from this Policy.
| 2 |
Consequences for Violation
Employees who violate this Policy shall also be subject to disciplinary action by the Company, which may include ineligibility for future participation in the Company’s equity incentive plans or termination of employment.
Pursuant to federal and state securities laws, Insiders may be subject to criminal and civil fines and penalties as well as imprisonment for engaging in transactions in the Company’s securities at a time when they have knowledge of material nonpublic information regarding the Company or its subsidiaries. In addition, Insiders may be liable for improper transactions by any person (commonly referred to as a “tippee”) to whom they have disclosed material nonpublic information regarding the Company or its subsidiaries or to whom they have made recommendations or expressed opinions on the basis of such information as to trading in the Company’s securities.
Individual Responsibility
Every officer, director and other employee, consultant and contractor has the individual responsibility to comply with this Policy. An Insider may, from time to time, have to forego a proposed transaction in the Company’s securities even if he or she planned to make the transaction before learning of the material nonpublic information and even though the Insider believes he or she may suffer an economic loss or forego anticipated profit by waiting.
Trading in the Company’s securities during the trading window should not be considered a “safe harbor,” and all directors, officers and other persons should use good judgment at all times.
Compliance Officer
The Company’s General Counsel shall serve as the Insider Trading Compliance Officer (the “Compliance Officer”). The duties of the Compliance Officer shall include, but not be limited to, the following:
| · | Pre-clearing transactions as required under this Policy. |
| · | Assisting in the preparation and filing of Section 16 reports (Forms 3, 4 and 5) for Section 16 reporting persons. |
| · | Serving as the designated recipient at the Company of copies of reports filed with the Securities and Exchange Commission by Section 16 reporting persons under Section 16 of the Exchange Act. |
| · | Periodically reminding all Section 16 reporting persons regarding their obligations to report and quarterly reminders of the dates that the trading window described above begins and ends. |
| · | Circulating the Policy (and/or a summary thereof) to all employees, including Section 16 reporting persons, on an annual basis. |
| · | Assisting the Company in implementation of the Policy. |
| · | Coordinating with Company counsel regarding compliance activities with respect to Rule 144 requirements and regarding changing requirements and recommendations for compliance with Section 16 of the Exchange Act and insider trading laws to ensure that the Policy is amended as necessary to comply with such requirements. |
Definition of Material Nonpublic Information
It is not possible to define all categories of material information. However, information should be regarded as material if there is a substantial likelihood that it would be considered important to a reasonable investor in making an investment decision regarding the purchase or sale of the Company’s securities. Put another way, there must be a substantial likelihood that the information would be viewed by the reasonable investor as having significantly altered the total mix of information available in the market concerning the Company.
While it may be difficult under this standard to determine whether particular information is material, there are various categories of information that are particularly sensitive and therefore more likely to be considered material.
Examples of such information include:
| · | Quarterly financial results |
| · | Known but unannounced future earnings or losses |
| · | News of a pending or proposed merger |
| · | News of the disposition or acquisition of significant assets |
| · | Changes in dividend policy |
| · | Stock splits |
| · | New equity or debt offerings |
Either positive or negative information may be material. Questions concerning whether nonpublic information is material can be directed to the Compliance Officer.
| 3 |
EXHIBIT 21.1
VISIUM TECHNOLOGIES, INC.
SUBSIDIARIES OF THE REGISTRANT
As of June 30, 2026
The following table sets forth the subsidiaries of Visium Technologies, Inc. (the “Company”) as of June 30, 2026, including their jurisdiction of incorporation or organization and the percentage of equity ownership held by the Company.
| Name of Subsidiary |
| Jurisdiction of Incorporation or Organization |
| Percentage Owned |
| PTNA Acquisition Corp. |
| Delaware |
| 100% |
| Visium Analytics, LLC |
| Virginia |
| 100% |
All subsidiaries listed above are wholly owned, directly or indirectly, by Visium Technologies, Inc.
Except as set forth above, the Company had no other subsidiaries as of June 30, 2026.
EXHIBIT 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO EXCHANGE ACT RULES 13a-14(a) AND 15d-14(a),
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Paul R Taylor, certify that:
1. I have reviewed this Annual Report on Form 10-K for the year ended June 30, 2026 of Visium Technologies, Inc.;
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 registrant as of, and for, the periods presented in this report;
4. The registrant’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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant 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 registrant, including its subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’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
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’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 registrant’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 registrant’s internal control over financial reporting.
Date: October 13, 2026
| /s/ Paul R Taylor | |
| Paul R Taylor | |
| Chief Executive Officer |
EXHIBIT 31.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO EXCHANGE ACT RULES 13a-14(a) AND 15d-14(a),
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Mark Lucky, certify that:
1. I have reviewed this Annual Report on Form 10-K for the year ended June 30, 2026 of Visium Technologies, Inc.;
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 registrant as of, and for, the periods presented in this report;
4. The registrant’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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant 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 registrant, including its subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’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
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’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 registrant’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 registrant’s internal control over financial reporting.
Date: October 13, 2026
| /s/ Mark Lucky | |
| Mark Lucky | |
| Chief Financial Officer |
EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. §1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with this Annual Report of Visium Technologies, Inc. (the “Company”), on Form 10-K for the year ended June 30, 2026, as filed with the Securities and Exchange Commission on the date hereof, I, Paul R Taylor, Principal Executive Officer of Visium Technologies, Inc., certify to the best of my knowledge, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
| (1) | Such Annual Report on Form 10-K for the year ended June 30, 2026, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and | |
| (2) | The information contained in such Annual Report on Form 10-K for the year ended June 30, 2026, fairly presents, in all material respects, the financial condition and results of operations of Visium Technologies, Inc. |
| Date: October 13, 2026 |
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| /s/ Paul R Taylor |
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| Paul R Taylor |
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| Principal Executive Officer, President & CEO |
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A signed original of this written statement required by Section 1350 of Chapter 63 of Title 18 of the United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, has been provided to Visium Technologies, Inc. and will be retained by Visium Technologies, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.
This certification will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that section. This certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934 even if the document with which it is submitted to the Securities and Exchange Commission is so incorporated by reference.
EXHIBIT 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. §1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with this Annual Report of Visium Technologies, Inc. (the “Company”), on Form 10-K for the year ended June 30, 2026, as filed with the Securities and Exchange Commission on the date hereof, I, Mark Lucky, Principal Financial Officer of Visium Technologies, Inc., certify to the best of my knowledge, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
| (1) | Such Annual Report on Form 10-K for the year ended June 30, 2026, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and | |
| (2) | The information contained in such Annual Report on Form 10-K for the year ended June 30, 2026, fairly presents, in all material respects, the financial condition and results of operations of Visium Technologies, Inc. |
| Date: October 13, 2026 |
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| /s/ Mark Lucky |
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| Mark Lucky |
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| Principal Accounting Officer, Chief Financial Officer |
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A signed original of this written statement required by Section 1350 of Chapter 63 of Title 18 of the United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, has been provided to Visium Technologies, Inc. and will be retained by Visium Technologies, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.
This certification will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that section. This certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934 even if the document with which it is submitted to the Securities and Exchange Commission is so incorporated by reference.