8-K
VISIUM TECHNOLOGIES, INC. (VISM)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934
Date of Report (Date of earliest event reported): May 6, 2025
| VISIUM TECHNOLOGIES, INC. | ||
|---|---|---|
| (Exact name of Registrant as specified in its charter) | ||
| Florida | 000-25753 | 87-0449667 |
| --- | --- | --- |
| (State or other jurisdiction<br><br>of incorporation) | (Commission<br><br>File Number) | (IRS Employer<br><br>Identification No.) |
4094 Majestic Lane, Suite 360
Fairfax, Virginia 22033
(Address of principal executive offices, including zip code)
(703) 273-0383
(Registrant’s telephone number, including area code)
Check the appropriate box below if the 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
| ☐ | Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)). |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| N/A | N/A | N/A |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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. ☐
Item 4.01 Changes in Registrant’s Certifying Accountant.
Resignation of Independent Registered Public Accounting Firm
On May 6, 2025, in conjunction with its exit from providing audit services to publicly traded companies, Assurance Dimensions, LLC (“Assurance Dimensions”) resigned from its role as independent registered public accounting firm for Visium Technologies, Inc. (the “Company”).
Assurance Dimensions’s reports on the Company’s consolidated financial statements as of and for the fiscal years ended June 30, 2024 and June 30, 2023 did not contain an adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles.
During the fiscal years ended June 30, 2024 and June 30, 2023 and the subsequent interim periods through June 30, 2024, (i) there were no disagreements within the meaning of Item 304(a)(1)(iv) of Regulation S-K, between the Company and Assurance Dimensions on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, any of which that, if not resolved to Assurance Dimensions’s satisfaction, would have caused Assurance Dimensions to make reference to the subject matter of any such disagreement in connection with its reports for such years and interim period, and (ii) there were no reportable events within the meaning of Item 304(a)(1)(v) of Regulation S-K.
The Company provided Assurance Dimensions with a copy of the above disclosures and requested that Assurance Dimensions furnish a letter addressed to the Securities and Exchange Commission stating whether it agrees with the statements made herein. A copy of Assurance Dimensions’s letter dated May 8, 2025 is filed as Exhibit 16.1 to this Current Report on Form 8-K.
Newly Engaged Independent Registered Public Accounting Firm
On May 6, 2025 the Company engaged Stephano Slack LLC (“Stephano Slack”) as the Company’s new independent registered public accounting firm for the fiscal third quarter ending March 31, 2025.
During the Company’s fiscal years ended June 30, 2024 and June 30, 2023 and the subsequent interim period through May 9, 2025 neither the Company nor anyone on its behalf has consulted with Stephano Slack regarding (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report nor oral advice was provided to the Company that Stephano Slack concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue, (ii) any matter that was the subject of a disagreement within the meaning of Item 304(a)(1)(iv) of Regulation S-K, or (iii) any reportable event within the meaning of Item 304(a)(1)(v) of Regulation S-K.
Item 9.01 Financial Statements and Exhibits.
| Exhibit No.: | Description: |
|---|---|
| 16.1* | Letter from Assurance Dimensions, LLC addressed to the Securities and Exchange Commission dated May 8, 2025 |
* Filed herewith.
| 2 |
|---|
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| VISIUM TECHNOLOGIES, INC. | ||
|---|---|---|
| Date: May 9, 2025 | By: | /s/ Mark Lucky |
| Mark Lucky | ||
| Chief Executive Officer | ||
| 3 | ||
| --- |
vism_ex161.htm EXHIBIT 16.1
Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549
May 08, 2025
To whom it may concern:
We have read the notification dated May 07, 2025 from Visium Technologies, Inc. as to the replacement of auditors for that Company.
We agree with the representations of the Company, as follows:
| 1. | During the previous year with Assurance Dimensions, there were no problems related to any matter of accounting principles or practices, financial statement disclosure, auditing scope or procedure, or compliance with applicable rules, which problems, if not resolved to the satisfaction of Assurance Dimensions would have caused us to make reference to them in connection with our report on the subject matter of the problems. |
|---|---|
| 2. | Assurance Dimensions report on the consolidated financial statements for the previous year did not contain an adverse opinion or disclaimer of opinion, and was not qualified as to uncertainties, audit scope, or accounting principles. |
| 3. | Assurance Dimensions has been paid in full for all services rendered to date. |
Very truly yours,
/s/ Assurance Dimensions
Assurance Dimensions
ASSURANCE DIMENSIONS , LLC
also d/b/a McNAMARA and ASSOCIATES, LLC
TAMPA BAY: 4920 W Cypress Street, Suite 102 | Tampa, FL 33607 | Office: 813.443.5048 | Fax: 813.443.5053
JACKSONVILLE: 7800 Belfort Parkway, Suite 290 | Jacksonville, FL 32256 | Office: 888.410.2323 | Fax: 813.443.5053
ORLANDO: 1800 Pembrook Drive, Suite 300 | Orlando, FL 32810 | Office: 888.410.2323 | Fax: 813.443.5053
SOUTH FLORIDA: 3111 N. University Drive, Suite 621 | Coral Springs, FL 33065 | Office: 754.800.3400 | Fax: 813.443.5053
www.assurancedimensions.com
“Assurance Dimensions” is the brand name under which Assurance Dimensions, LLC including its subsidiary entities McNamara and Associates, LLC (referred together as “AD LLC”) and AbitOs Advisors, LLC (“AbitOs Advisors”), provide professional services. AD LLC and AbitOs Advisors practice as an alternative practice structure in accordance with the AICPA Code of Professional Conduct and applicable laws, regulations, and professional standards. AD LLC is a licensed independent CPA firm that provides attest services to its clients, and AbitOs Advisors provides tax and business consulting services to their clients. AbitOs Advisors, and its subsidiary entities are not licensed CPA firms.