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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

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

For the fiscal year ended June 30, 2026

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

For the transition period from ___________ to ___________

Commission file number 000-25753

VISIUM TECHNOLOGIES, INC.

(Exact Name of Registrant as specified in its Charter)

Florida

7371

87-0449667

(State or other jurisdiction of

incorporation or organization)

(Primary Standard Industrial

Classification Number)

(I.R.S. Employer

Identification Number)

4094 Majestic Lane, Suite 360

Fairfax, VA 22033

(Address of Principal Executive Office)(Zip Code)

(703) 273-0383

(Registrant’s telephone number, including area code)

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

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

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 ☐ No ☒

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 ☐ No ☒

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. Yes ☒ No ☐

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

Indicate by check mark whether the registrant is 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	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

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

Auditor Name: Fruci & Associates II PLLC Auditor Location: Spokane, Washington Auditor Firm ID: 05525

通过勾选方框表明，注册人已由为其编制或出具审计报告的注册公共会计公司根据《萨班斯-奥克斯利法案》第404(b)条对财务报告的内部控制有效性进行了报告和鉴证。 ☐

通过勾选方框表明，注册人是否为壳公司（根据《交易法》第12b-2条的定义）。是 ☐ 否 ☒

截至2025年12月31日，注册人非关联方持有的普通股总市值为1,532,906美元，当日每股价格为0.0058美元。为此目的，注册人的高管和董事被视为关联方。

截至2026年10月13日，注册人已发行的普通股股份数量：1,269,509,667

参考文件：无。

在本10-K年度报告中，“公司”、“Visium”、“我们”、“我们”或“我们的”指Visium Technologies, Inc.，除非上下文另有说明。

关于前瞻性声明的警示声明

本年度报告中的某些陈述包含或可能包含前瞻性声明，这些声明受已知和未知的风险、不确定性和其他因素的影响，可能导致实际结果、表现或成就与这些前瞻性声明中明示或暗示的任何未来结果、表现或成就有重大差异。这些前瞻性声明基于各种因素，并利用了许多假设和其他因素得出，这些因素可能导致我们的实际结果与前瞻性声明中的结果有重大差异。这些因素包括但不限于我们实施业务模式的能力、筹集足够资金以支付运营亏损和持续义务的能力、经济和市场状况及波动、政府和行业监管、竞争以及其他因素。其中大部分因素很难准确预测，且通常超出我们的控制范围。您应考虑与任何在此处作出的前瞻性声明相关的风险区域。请谨慎对待这些前瞻性声明，不要过分依赖它们；请仔细审阅本年度报告的全部内容，包括第一部分第1A项中描述的风险因素。除根据联邦证券法持续披露重要信息的义务外，我们不对任何前瞻性声明的任何修订、事件报告或未预见事件的发生承担任何义务。这些前瞻性声明仅反映本年度报告的日期，您在依赖这些声明时还应考虑与这些声明及我们业务相关的风险和不确定性。

2026年10-K年度报告

第一部分		3

第1项。	业务。		3
第1A项。	风险因素。		4
第1B项。	未解决的工作人员意见。		9
第1C项。	网络安全		9
第2项。	财产。		9
第3项。	法律诉讼。		9
第4项。	矿山安全披露。		9

第二部分		10

第5项。	发行人普通股的市场、相关股东事项和发行人购买权益证券		10
第6项。	[保留]		12
第7项。	管理层讨论与分析财务状况和经营成果		12
第7A项。	关于市场风险的定量和定性披露		20
第8项。	财务报表和补充数据		20
第9项。	与会计师在会计和财务披露方面的变更和分歧		20
第9A项。	控制和程序		21
第9B项。	其他信息。		22
第9C项。	关于阻止检查的外国司法管辖区的披露		22

第三部分		23

第10项。	董事、高管和公司治理		23
第11项。	高管薪酬。		25
第12项。	特定受益人和管理层的证券所有权及相关股东事项		27
第13项。	某些关系和关联方交易，以及董事的独立性。		28
第14项。	首席审计师费用和业务。		29

第四部分		31

第15项。	附件和财务报表附表		31

第一部分

第1项。业务

概述

Visium Technologies, Inc.（“Visium”、“公司”、“我们”、“我们”或“我们的”）是一家专注于开发、商业化和交付人工智能（“AI”）、网络安全、数据智能、分析和自动化解决方案，以及相关信息技术（“IT”）基础设施和专业服务的技术公司。我们的战略集中在开发和商业化技术平台，使组织能够实时收集、整合、可视化、分析和对复杂数据采取行动。

Visium的技术组合旨在解决现代企业、IT环境、操作技术（“OT”）系统、物理安全基础设施和其他连接环境生成的数据日益增长的规模、复杂性和相互关联性。我们的解决方案旨在帮助组织提高态势感知能力，识别大型和分散数据集中的关系和模式，增强网络安全运营，自动化选定的流程，并支持更明智和及时的决策。

该公司正在采用以技术为中心的商业模式，其中专有软件平台和应用程序由战略技术合作伙伴关系、第三方集成、软件许可、持续订阅模式和专业服务加以补充。

我们的主要技术平台是TruContext™，这是一个基于人工智能的网络安全和数据智能平台，结合了数据摄入、基于图的分析、可视化、威胁情报、威胁狩猎、取证分析、根本原因分析、数据建模和自动化。该平台已商业化，并通过直接和合作伙伴主导的渠道进行推广。公司在截至2026年6月30日和2025年6月30日的财年中，未从TruContext™或任何其他产品或服务中获得任何收入。

除了TruContext™之外，公司的更广泛技术组合还包括TruClaw™，这是一款治理和风险管理解决方案，旨在应对与代理AI和自主AI系统相关的新兴风险；Tru-Insight™，这是一款由人工智能驱动的视频和视觉智能解决方案，旨在将摄像头和视频网络转变为可操作情报的来源；以及ELI™，这是一款智能视频监控和分析解决方案。这些技术正在被开发并定位为公司更广泛Visium Analytics战略的组成部分。

我们的战略方向

Visium专注于构建一组互补的人工智能和网络安全技术，这些技术可以独立商业化，并在适当的情况下进行集成，以提供更广泛的企业的能力。我们的目标是使客户从分散和孤立的技术环境中转向更加互联、情境化和可操作的情报。

我们的战略重点在于四个主要领域：

(1)	开发和商业化专有的人工智能和网络安全技术；

(2)	构建一个集成的技术组合；

(3)	建立战略技术和渠道合作伙伴关系；以及（4）提供专业服务和技术专长。

TruContext™

TruContext™是公司的主要网络安全和数据智能平台。该平台旨在为组织提供跨网络安全、IT、OT、网络、基础设施和其他企业环境生成的复杂且高度互联数据的情境化视图。TruContext™旨在从多个来源获取和关联数据，并通过基于图的数据建模和分析来表示数据元素之间的关系。

TruContext™的一个核心功能是其提供高度互联数据的可视化和分析的能力。该平台采用面向图的数据分析方法，旨在促进对互联实体之间关系的识别和检查。TruContext™还包含一个用户界面，旨在使分析师能够组合、叠加、过滤和查询数据，而无需进行大量编程或专门的数据库专业知识。

公司通过其全资子公司Visium Analytics, LLC完全拥有TruContext™平台。公司与The MITRE Corporation和George Mason Research Foundation, Inc.之前的许可协议已不再有效。

公司还与Cybastion签订了一份合同，签订日期为2023年11月30日，根据该合同，Visium将为科特迪瓦和贝宁的项目提供数据中心架构和设计服务，以及包含TruContext™平台的全面安全堆栈。截至2026年6月30日，该合同下尚未执行任何服务，也未确认任何收入。

员工和设施

截至2026年10月13日，我们有两名全职员工。我们的主要办公室位于弗吉尼亚州费尔法克斯市Majestic Lane 4094号，360室，邮编22033。我们目前采用虚拟办公室安排运营。我们的电话号码是(703) 273-0383。我们的普通股在OTCID报价系统上交易，股票代码为“VISM”。2026年10月9日，我们的普通股在OTCID报价系统上的最后报告销售价格为0.0007美元。

可供信息

我们向证券交易委员会（SEC）提交年度报告、季度报告和当前报告以及其他信息。SEC 在 www.sec.gov 拥有一个互联网网站，该网站包含报告、代理声明和信息声明，以及有关向 SEC 提交电子文件的发行人的其他信息。我们的网站地址是 www.visiumtechnologies.com。本网站上的信息或可通过本网站访问的信息并未通过引用纳入本年度报告中。

最新进展

2026年6月8日，公司与ConnexUS AI Inc.签订了一份相互解除协议、和解及终止协议，终止了此前宣布的非约束性意向书及相关协议，该协议旨在收购ConnexUS AI Inc.。公司确认了一项199,115美元的费用，代表与终止交易相关的预付款。未保留ConnexUS AI或其知识产权的所有权。

2026年4月，公司完成了一系列债务减少和资本结构调整交易，包括发行1,444,859股D系列可转换优先股，以换取1,014,000美元的票据本金、67,500美元的可转换票据本金以及应付给一名高管和两名前董事的363,359美元。相关的应计利息279,230美元被单独免除，且不是D系列股票的对价。公司还发行了40,000,000股普通股，以解决2,834,819美元的累计薪酬及相关义务。截至财年结束之后，2026年9月21日，公司发行了额外的35,000股D系列可转换优先股，以换取四份可转换票据应付账款（参见注释16 - 后续事件）

2026年8月，公司以每股0.0009美元的价格向PT Smart Green Technologies出售了120,000,000股普通股，获得资金108,000美元。此次购买之后，PT Smart Green Technologies持有620,000,000股普通股（约占流通普通股的48.8%）以及四份流通的AA系列可转换优先股中的三份（参见注释16 - 后续事件和项目12）

2026年9月11日，公司提交了一份8-K/A格式的当前报告，以更正其于2026年4月16日提交的8-K格式当前报告，该报告错误地表示已发行了G系列管理优先股；实际上从未发行过此类股票。同一天，公司提交了修正章程，完全删除了G系列管理优先股的指定（参见注释7和注释16）

第1A项。风险因素

投资我们的证券涉及高度风险。在投资我们的普通股之前，您应仔细考虑以下所述的风险，以及本年度报告中其他信息，包括我们的合并财务报表和相关附注。此外，我们可能面临目前未知的额外风险和不确定性，或者在本年度报告日期时我们可能认为不重要的风险和不确定性，这些都可能对我们的业务产生不利影响。如果以下任何风险发生，我们的业务、财务状况和经营成果可能会受到重大不利影响。在这种情况下，由于这些风险或不确定性，我们普通股的交易价格可能会下跌，您可能会损失部分或全部投资。

与我们业务相关的风险

管理层和我们的独立审计师对我们的持续经营能力提出了重大疑虑。

我们的财务报表是假设我们将持续经营而编制的。截至2026年6月30日，我们实现了856,102美元的净收入，这主要是由于债务注销的非现金、非经常性收益；然而，我们经营活动中使用了913,888美元的净现金，并且营运资金赤字为1,951,292美元。这些因素使我们持续经营的能力在财务报表发布日起一年内存在重大疑虑。我们的财务报表未包含可能因这种不确定性结果而产生的任何调整。参见合并财务报表的注释1。

管理层为解决这些状况的计划包括继续发行股权和债务证券。截至本年度报告日期，本公司没有已承诺的融资来源。无法保证能够以可接受的条款或根本无法获得额外资本。如果我们无法筹集到足够的资本，我们可能被迫削减或停止运营。

我们的未来业绩将取决于关键管理人员的持续参与。

我们的未来业绩在很大程度上取决于我们现任管理层和其他关键人员的持续服务。尽管我们与某些高管和关键员工签订了雇佣协议，但无论出于何种原因未能确保这些或其他关键人员的持续服务，都可能对我们的业务、运营和前景产生重大不利影响。我们目前并未为任何高管购买“关键人物保险”。

我们目前存在营运资金赤字和经营性现金流为负，我们不确定是否以及何时能够偿还当前负债。

截至2026年6月30日，我们的营运资金赤字约为195万美元。该赤字包括30,252美元的流动资产，抵消了1,981,544美元的流动负债。此外，截至2026年6月30日止年度，我们的经营活动现金流为负，约为913,888美元。我们没有任何可变现的资产，可以在我们继续向高管和某些协助我们履行《证券交易法》下报告义务的服务提供商承担额外负债的同时，用于偿还流动负债。由于我们目前的业务有限，我们偿还流动负债的唯一方式是向债权人发行普通股或优先股，或发行无担保的期票，这些期票可能包含某些特征，例如可转换为普通股或优先股，或未来购买额外普通股或优先股的认股权证。

截至2026年6月30日，我们有108,009美元的可转换应付款，应付利息为108,678美元（参见注释4）。截至2026年6月30日，我们有面值为144,600美元的期票应付款（扣除22,011美元未摊销折扣后为122,589美元），应付利息为16,438美元（参见注释5）。参见注释16 - 后续事件，了解2026年6月30日之后影响这些期票的最新发展。

如果我们与一家盈利公司完成交易，我们可能无法利用我们的净经营亏损结转，这可能对您的投资产生负面影响。

如果我们与一家有营业收入的公司进行合并，我们无法保证我们能够在联邦或州税目的下利用我们现有的净经营亏损结转。如果我们无法利用现有的净经营亏损结转，此类合并的税务优势可能会受到限制，这可能对我们的股票价格和您的投资价值产生负面影响。这些因素将大大增加投资我们股份的不确定性，从而增加风险。

我们自2008财年起尚未提交公司所得税申报表，这可能使我们面临罚款、利息和其他执法行动。

公司自2008财年结束（即2008年6月30日）以来，尚未提交任何财年的联邦或州公司所得税申报表。这种失败可能导致罚款和利息的评估、净经营亏损结转的可能不被接受或受到限制，以及税务机关对所有开放年度的审查。我们尚未为潜在的罚款或利息计提准备金，因为我们目前无法合理估计任何此类风险的金额。当历史申报表提交后，它们将在提交日期后至少三年内接受审查。参见合并财务报表的注释11。

此外，2026财年确认的2,923,004美元债务注销收益可能构成联邦所得税目的下的债务取消收入。根据《国内税收法》第108条，如果收入被排除在应税收入之外，我们的净经营亏损结转和其他税务属性将被减少。参见合并财务报表的注释11。

我们曾多次参与未具约束力的意向书和其他未完成的交易，投资者不应过度依赖未来交易的公告。

我们曾不时参与未具约束力的意向书，并追求其他拟议的收购、业务合并和战略交易，但这些交易最终在交割前被终止，包括我们拟收购ConnexUS AI Inc.的交易，该交易在2026年6月终止，当时我们已为该拟议交易垫付了资金并产生了相关费用。我们可能会在未来继续宣布一些最终未能达成最终协议或交割的拟议交易。投资者不应过度依赖我们对拟议交易的公告，如果这些交易未能完成，我们对这些交易的追求可能会分散管理层的注意力和公司的资源，而没有相应的收益。

我们2026财年的大部分业绩依赖于债务注销交易的非经常性收益。

在2026财年，公司确认了总计2,923,004美元的债务注销收益，其中包括1,248,079美元，通过普通股结算应付非关联员工和顾问的薪酬和咨询费用，1,626,318美元，通过2026年4月的债务和前董事垫款与D系列可转换优先股的交换（包括279,230美元的单独免除的应付利息，扣除10,013美元未摊销债务折扣的冲销），以及48,607美元，通过折扣现金结算应付票据和供应商应付款（参见第9号注释）。如果没有这项收益，我们将在2026年6月30日止年度报告净亏损2,059,370美元，而不是净收入856,102美元。这些收益是非经常性的；我们预计未来期间不会确认如此规模的收益，我们未来经营业绩将更直接地反映我们的持续经营亏损。

管理层对以债务交换发行的D系列可转换优先股的公允价值计量涉及重大判断，可能会被修订。

2026年4月，我们发行了1,444,859股D系列可转换优先股，以换取未偿还债务及相关方义务。由于D系列可转换优先股不在活跃市场交易，管理层根据我们普通股的成交量加权平均价格和D系列的固定转换率，采用转换平价方法估计其公允价值（每股0.058美元，合计83,802美元），未对D系列的累计股息、清算优先权、反稀释或赎回特征进行单独调整。管理层将此计量归类为公允价值层级的第3级。该估值本质上具有主观性，对我们的交易不活跃的普通股的交易价格敏感，并可能受到我们的审计师、证券交易委员会或诉讼的质疑。不同的估值结论，包括对D系列优先权单独估值的结论，可能导致夹层股权账面价值、额外实收资本和与这些交易相关的1,626,318美元债务注销收益的金额出现重大差异，任何未来的修订都可能要求我们重述财务报表。我们使用相同的转换平价方法来估计2026年9月21日发行的35,000股D系列可转换优先股的公允价值，以换取可转换票据，并预计在截至2026年9月30日的季度内确认约91,636美元的债务注销收益；该估计同样存在相同的不确定性（参见第16号附注 - 资产负债表日后事项）。“

我们董事会成员和高管最近经历了重大变动，这可能对我们的业务产生不利影响。

在2026财年，我们董事会和高管团队经历了重大变化，包括2026年4月两位独立董事的辞职，当月晚些时候任命了新的董事长兼首席执行官以及新的首席运营官/首席技术官，随后该首席运营官/首席技术官在一项拟议收购终止后于2026年6月辞职。我们现任首席执行官自2026年4月起担任该职位。在短时间内如此高的人员变动增加了我们的运营、战略和内部控制受到干扰的风险，无法保证现任管理层会继续留任，也无法保证未来不会发生人员变动。

经济状况可能会影响我们获得融资的能力。

由于总体经济状况、一些行业迅速的技术进步以及可用资金的短缺，我们认为有许多公司即使对我们所需有限的额外资金也有所需求。鉴于这些经济状况，我们可能难以筹集到足够的资金来支持潜在的商业机会。这些因素大大增加了投资我们股票的不确定性，从而增加了风险。

与我们公司结构及我们证券所有权相关的风险

少数股东通过具有不成比例投票权的优先股类别控制了我们大部分的投票权。

截至2026年6月30日，有四股可转换优先股AA系列在流通。作为一类，可转换优先股AA系列在任何提交股东投票的事项上总共享有51%的投票权，无论流通中的普通股股数多少。截至2026年10月13日，PT Smart Green Technologies（由于其所有权利益而成为公司的关联方）持有四股可转换优先股AA系列中的三股，并实际拥有我们6.2亿股普通股（约占流通股的48.8%），其中包括2026年8月购买的1.2亿股（参见第16号注释——期后事项）。因此，PT Smart Green Technologies控制了我们大部分的总体投票权，可以控制提交股东投票的事项的结果，包括董事选举、章程文件的修改以及合并和其他重大公司交易的批准，而无需考虑其他普通股股东的投票。这种投票权的集中可能会阻止、延迟或防止其他股东认为有利的公司控制权变更，并可能减少普通股持有人在提交股东投票事项上的影响力。

我们的最大股东是一家外国公司，外国个人对我们公司的投资可能受到美国外国投资委员会的审查。

PT Smart Green Technologies是一家由Niclas Adler博士控制的印度尼西亚公司，拥有我们约48.8%的流通普通股和我们四股可转换优先股AA系列中的三股。由于我们是一家从事网络安全技术的美国企业，外国个人对公司的投资可能受到美国外国投资委员会（“CFIUS”）的审查，CFIUS有权审查，或在某些情况下要求缓解或撤销，外国个人收购或某些权利的美国企业交易。Adler博士不是美国国民，且尚未就PT Smart Green Technologies对公司的投资向CFIUS提交任何文件。CFIUS的审查，或实施缓解措施，可能会延迟或阻止未来的融资或战略交易，限制PT Smart Green Technologies的权利，或以其他方式对我们和我们普通股的市场产生不利影响。

我们在公司章程和细则中有一些条款，以及佛罗里达州法律中的其他条款，可能会使我们公司的收购更加困难。

我们公司章程和细则中的条款可能会延迟或阻止收购，这可能不符合我们股东的最佳利益。我们公司章程和细则中的条款可能被视为具有反收购效果，包括规定股东特别会议何时以及由谁召开，还可能延迟、推迟或阻止收购尝试。此外，佛罗里达州法律中的某些条款也可能被视为具有某些反收购效果，包括超过特定指定门槛而获得的股份控制权在未经公司非关联股东多数批准的情况下，将不具有任何投票权。

未来资本筹集可能会稀释我们现有股东的所有权和/或对我们的运营产生其他不利影响。

如果我们通过发行股权证券筹集额外资本，现有股东的持股比例可能会下降，这些股东可能会经历重大稀释。如果我们通过发行债务工具筹集额外资金，这些债务工具可能会对我们的运营施加重大限制，包括对我们资产的抵押权。如果我们通过合作和许可协议筹集额外资金，我们可能需要放弃我们的一些技术或产品的权利，或以对我们不利的条款授予许可，或可能削弱我们股东的权利。

我们预计在可预见的未来不会就我们的普通股支付任何现金股息；因此，我们普通股的资本增值（如有）将是您在可预见的未来唯一的盈利来源。

我们从未就我们的普通股宣布或支付过现金股息。我们预计在可预见的未来不会就我们的普通股支付任何现金股息。我们目前计划保留所有可用资金和未来收益，以资助我们业务的开发和增长。此外，未来如果有任何贷款协议，可能包含禁止或限制我们普通股股息宣布或支付金额的条款。因此，我们普通股的资本增值（如有）将是您在可预见的未来唯一的盈利来源。

我们股东的投票权由内部人士高度集中。

我们的高管和董事直接或间接控制我们大部分投票证券。截至2026年10月13日，我们的高管和董事直接拥有119,686,562股普通股，约占我们已发行普通股的9.4%。此外，我们的首席财务官拥有四份已发行的AA可转换优先股中的一份。由于AA优先股作为一个类别有权在提交股东的事项上获得51%的投票权，我们的高管和董事控制了约17.4%的总投票权。PT Smart Green Technologies持有其他三份AA优先股和620,000,000股普通股，控制了约62.2%的总投票权。因此，PT Smart Green Technologies可以显著影响公司行动和决策的结果，包括董事的选举、章程文件的修订以及合并和其他重大公司交易的批准。

我们的D系列可转换优先股，以及我们可能发行的任何其他优先股，可能会对普通股持有者造成重大稀释。

截至2026年6月30日，有1,444,859股D系列可转换优先股在外流通。每股市值以固定转换价格0.05美元转换为普通股，这可能导致在考虑累计股息前发行约28,897,180股普通股。D系列具有3%的累计股息，公司可以选择以额外的D系列优先股支付。截至2026年6月30日，累计但未宣布的股息总额为8,907美元。2026年9月21日，我们以四份可转换应付票据交换额外的35,000股D系列可转换优先股，使D系列股份数量增加到1,479,859股，转换后可发行的普通股数量增加到约29,597,180股（在考虑累计股息前）（参见第16号附注 - 后续事件）。转换价格可能会根据广泛的加权平均反稀释调整。任何以低于0.05美元/股的价格发行的股权都将降低转换价格并增加转换时可发行的普通股数量。此外，公司已授权空白支票优先股，董事会可在无需进一步股东批准的情况下指定和发行。

2026年9月11日，董事会批准了我们普通股的1比1,500反向拆股，并将授权普通股减少至2,000,000股。该批准尚待生效，尚未执行。本年度报告中的股份总数为拆股前的数字。如此规模的反向拆股将显著减少流通股数量，并可能对我们的普通股流动性产生不利影响。

我们的普通股在场外交易市场上的OTC ID报价系统（“OTCID”）上报价。

我们的普通股在OTCID上报价。OTCID的报价要求远低于OTCQX或OTCQB市场或全国证券交易所的要求。另请参见下面的低价股风险因素。

根据低价股法规，我们普通股的交易性受到限制，这可能导致股东在希望出售其股份时遇到困难。

由于我们普通股的报价低于每股5.00美元，我们的普通股被视为“垃圾股”，并且我们普通股的交易受《交易法》下规则15g-9的限制。根据该规则，向非现有客户和合格投资者推荐低价证券的经纪自营商必须满足特殊销售实践要求。经纪自营商必须对购买者进行个性化的书面适宜性评估，并在交易前获得购买者的书面同意。证券交易委员会的法规还要求在涉及“垃圾股”的任何交易中进行额外披露，包括在任何垃圾股交易前提供一份解释垃圾股市场及其相关风险的披露表。这些要求严重限制了二级市场中证券的流动性，因为很少有经纪自营商可能会承担这些合规活动，这种流动性有限将使投资者在二级市场出售其普通股时更加困难，如果投资者希望清算投资的话。除了垃圾股规则的适用性外，交易垃圾股还可能带来其他风险，包括价格波动和缺乏流动性市场。

我们普通股的大量未来销售可能导致我们普通股的市场价格下跌。

我们普通股的市场价格可能因我们普通股的大量销售而下跌，特别是我们的董事、高管和主要股东的销售，或者大量我们普通股可供出售，或市场认为持有大量股份的股东有意出售其股份。

我们普通股的市场价格可能会波动。

	·	我们普通股的市场价格可能会因一些因素而大幅波动，其中一些因素是我们无法控制的，包括：

	·	竞争对手宣布新产品；

	·	竞争对手发布新产品；以及

我们行业或目标市场的进展。

一般市场状况，包括与我们经营业绩无关的因素。

最近，整个股票市场经历了极端的价格和交易量波动。持续的市场波动可能导致我们普通股价格出现极端波动，这可能导致我们普通股的价值下降。

我们已识别出我们在财务报告内部控制方面的重大缺陷，我们的披露控制和程序无效。

截至2026年6月30日，我们的管理层认为，我们的财务报告内部控制和披露控制及程序无效，原因是第9A项中描述的重大缺陷，包括缺乏正式的书面政策和程序、缺乏独立董事和独立审计委员会、职责分离不足，以及在审查已报告的股权发行方面控制不足。这些重大缺陷可能对我们准确及时地报告经营成果和财务状况或防止或发现欺诈产生不利影响，并可能导致现有和潜在的股东对我们财务报告失去信心。管理层和董事会已批准第9A项中描述的补救计划；然而，无法保证该计划能在预期的时间表内完成，也无法保证该计划能解决重大缺陷，或未来不会发现其他重大缺陷。

我们的债务和股权注销交易数量众多，单独协商且复杂，对其会计处理中的错误可能无法及时防止或发现。

在2026财年，我们完成了大量单独协商的债转股交易、折价现金结算和认股权证取消，每项交易均需根据ASC 470-50、ASC 405-20及相关指南进行单独分析，且每项交易对我们的债务注销收益、额外实收资本和每股收益的影响方式各不相同，具体取决于交易对手是否为关联方。这种复杂性，加上上述重大缺陷，增加了个别交易可能在财务报表中被错误陈述、遗漏或错误分类的风险，且此类错误可能无法及时被防止或发现。如果后来发现此类错误，我们可能需要重述之前发布的财务报表。

我们的首席财务官负责编制并签署我们的定期报告，但同时也是这些报告中描述的若干交易的关联方。

我们的首席财务官马克·拉基先生持有A系列可转换优先股和D系列可转换优先股，是普通股的受益所有人，并且是第12号注释和第13项中描述的关联方贷款、股权化和D系列交易的交易对手。由于马克·拉基先生还负责编制和认证我们的财务报表和证券交易法报告，这种双重角色可能导致在识别、审查和披露关联方交易方面出现实际或潜在的利益冲突，且无法保证该安排不会在上述职责分离补救措施完成之前对我们的财务报告的可靠性产生不利影响。

网络安全风险

网络攻击是日益增长的地缘政治风险，规模越来越大、频率越来越高、复杂性越来越强、持续性越来越强。 这些攻击对单个组织及其日常运营能力构成了重大威胁。我们依赖会计、财务和运营管理信息系统来进行运营。这些系统的任何中断都可能对我们开展业务的能力产生不利影响。此外，作为我们正常业务活动的一部分，我们收集并存储有关客户、员工、供应商和供应商的常见机密信息。这些信息根据多项监管制度享有保护。

未能维护数据安全，包括网络安保被突破和机密及个人信息被不当获取，可能导致业务中断、声誉受损、对第三方的财务义务、罚款、处罚、监管程序和可能产生高额成本的私人诉讼。这种情形还可能导致客户对我们信心的恶化以及潜在的其他竞争劣势。因此，网络攻击可能对我们财务状况和经营成果产生重大不利影响。

尽管我们投入资源来实施和维护安全措施以保护我们的系统和数据，但这些措施无法绝对防止网络攻击。在这种情况下，我们所拥有的任何保险可能不足以覆盖与网络安全事件相关的索赔、成本和责任。

与美国以外运营相关的风险

我们受全球及新兴市场经商的经济、政治和其他风险的影响。

我们的业务战略包括在新兴市场提供数据中心设计服务，包括在与Cybastion的合同下在西非的科特迪瓦和贝宁，可能还涉及在其他新兴市场地区扩展或开发我们的业务。在我们开展国际业务的范围内，我们面临各种国际运营风险，包括：

	·	通货膨胀和恶性通货膨胀以及政府试图控制通货膨胀所导致的不利经济影响，例如实施工资和价格控制以及提高利率；

	·	Visium运营国家的法律和法规或其解释或执行的变化；

	·	在外国司法管辖区执行协议或判决和收取应收款的困难；

	·	外汇管制或其他货币限制以及资金流动的限制，例如对子公司汇回股息的限制；

	·	基础设施不足和物流挑战；

	·	主权风险和政府干预的风险，包括通过征用或对经济或自然资源的监管，包括对土地或其他资产的外国所有权限制；尽管我们可能会采用保险来覆盖征用风险、可兑换性、转移和其他风险，但这可能不足以覆盖业务风险；

	·	遵守适用于国际运营的广泛法律法规的要求，包括但不限于经济制裁法规、劳动法、进出口法规、反腐败和反贿赂法律；

	·	在多个国际地点开展业务时保持有效的内部控制环境所面临的挑战，包括语言差异、国际地点会计专业知识水平不一以及多种财务信息系统；

	·	一个国家或地区经济或政治状况的变化；以及

	·	劳动力中断、民众骚乱、重大的政治不稳定、政变企图、战争或其他武装冲突或恐怖主义行为。

新兴市场相比更发达的市场面临不同的风险。在新兴市场开展业务可能比在更发达的市场开展业务涉及更大的风险，包括在某些情况下增加的政治、经济和法律风险。新兴市场的政府和司法部门通常拥有广泛的、不受约束的自由裁量权，容易被滥用和腐败。此外，任何新兴市场国家的金融动荡往往会对所有新兴市场国家的投资价值产生不利影响，因为投资者会将资金转移到更稳定、更发达的市场。正如过去发生过的那样，新兴经济国家公司的投资出现财务问题或与投资相关的感知风险增加可能会抑制外国投资，并对当地经济产生不利影响。一般来说，投资于新兴市场仅适合充分了解并熟悉在新兴市场投资所涉及风险的成熟投资者。

第1B项：未解决的工作人员意见。

不适用。

第1C项：网络安全

风险管理与策略

我们是一家规模较小的报告公司，人员有限，在截至2026年6月30日的财年中没有收入，财务和技术资源有限。我们的网络安全风险管理流程相应地在范围和正式程度上都很有限，并由我们的高管直接管理。我们没有聘请首席信息安全官，也没有设立专门的信息安全职能。以下描述反映了截至2026年6月30日实际实施的流程。

我们完全远程运营。我们的信息技术环境包括基于云的会计软件、基于云的电子邮件和生产力套件、云文件存储，以及由我们员工操作的终端设备。我们不拥有或运营数据中心基础设施，不维护内部托管的服务器，也不在我们管理的系统上存储客户数据。我们信息技术基础设施的大部分由第三方服务提供商提供。

我们的首席财务官在与首席执行官协商后，识别和评估可能合理预期影响我们系统、数据或准备和及时提交准确报告能力的网络安全风险。该评估是在我们的定期报告流程中进行的，并在我们的系统、服务提供商或运营发生重大变化时进行。

我们尚未采用书面事件响应计划。疑似网络安全事件会升级至我们的首席执行官和首席财务官。我们未就网络安全风险管理流程聘请任何评估人员、顾问、审计师或其他第三方。我们未实施针对员工的正式且定期的网络安全培训计划。我们未保持网络安全保险。我们检测事件的能力仅限于第三方应用程序的原生功能。

截至本年度报告日期，我们未意识到任何来自网络安全威胁的风险，包括由于任何先前的网络安全事件而产生的风险，这些风险已实质性影响或很可能实质性影响公司，包括我们的业务策略、经营成果或财务状况。然而，鉴于上述检测限制，无法保证未发生或不会发生任何事件。

治理

我们的董事会对网络安全威胁的风险负有总体监督责任。审计委员会目前由董事会的所有成员组成，负责监督这些事项。管理层会按照下文所述，向董事会提供有关网络安全风险和疑似重大网络安全事件的信息。

我们的首席财务官马克·B·拉基先生是负责评估和管理重大网络安全威胁风险的管理人员。鉴于公司人员有限，网络安全职责由首席财务官在与首席执行官协商后进行管理。重大网络安全事项在确认后会迅速升级至董事会。

第2项. 财产。

截至本年度报告提交之日，我们公司及其员工全部远程办公。我们每年从无关第三方租赁主要执行办公室，费用为每年564美元。

第3项. 法律诉讼。

我们目前并非任何重大待决法律诉讼的一方，我们的任何财产也未受到任何重大待决法律诉讼的影响。据管理层所知，未有任何重大法律诉讼威胁要对我们或我们的董事及高管提起。

第4项. 矿山安全披露。

不适用。

第二部分

第5项. 注册人普通股的市场、相关股东事项及发行人购买权益证券。

公司于2026年9月29日提交了Form 12b-25格式的延迟提交通知。本年度报告在Rule 12b-25的延期期内提交，该延期期持续至2026年10月13日。2026年9月11日，董事会批准了公司普通股的1比1500反向拆股，并将普通股授权股数减少至200万。反向拆股尚未实施，本年度报告中所有股份总数、每股金额和转换披露均按拆股前的基准呈现。参见合并财务报表的第16号注释。A系列、B系列和D系列可转换优先股的转换比率将按比例调整以反映反向拆股。

我们的普通股在OTC ID报价系统（\"OTCID\"）上报价，代码为\"VISM\"，但交易不频繁。

以下列示的期间内，我们普通股的最高和最低出价如下：：这些场外交易市场报价反映了交易商之间的价格，不包含零售加价、减价或佣金，可能不一定代表实际交易。

财年结束于2026年6月30日

	最高		最低
结束于2025年9月30日的季度	$	0.0461		$	0.0044
结束于2025年12月31日的季度	$	0.0100		$	0.0010
结束于2026年3月31日的季度	$	0.0089		$	0.0018
结束于2026年6月30日的季度	$	0.0058		$	0.0013

财年结束于2025年6月30日

	最高		最低
结束于2024年9月30日的季度	$	0.0062		$	0.0010
结束于2024年12月31日的季度	$	0.0040		$	0.0010
结束于2025年3月31日的季度	$	0.0040		$	0.0011
结束于2025年6月30日的季度	$	0.0100		$	0.0024

股东

截至2026年10月13日，我们的普通股登记在册的股东约有11,000名。

股息政策

我们尚未支付任何现金股息，也不计划或考虑在可预见的未来支付股息。

未注册证券的最近销售

未注册权益证券的销售（规章S-K第701项）。

在截至2026年6月30日的财年中，我们发行了下文所述的未注册证券。没有承销商参与，我们也未进行一般性招揽。这些证券作为限制性证券发行。

发行日期	发行的证券	股份数量	对价
2025年7月2日	普通股	13,000,000	可转换票据转换
2025年8月5日	普通股	19,000,000	可转换票据转换
2025年8月14日	普通股	750,000	与票据融资相关的承诺股份
2025年9月5日	普通股	250,000	顾问提供的服务
2025年9月8日	普通股	16,000,000	董事和高管提供的服务
2025年11月19日	普通股	500,000	顾问提供的服务
2025年12月10日	普通股	1,500,000	顾问提供的服务
2025年12月10日	普通股	33,000,000	董事和高管提供的服务
2025年12月10日	普通股	1,000,000	员工提供的服务
2025年12月23日	普通股	375,000	与票据融资相关的承诺股份
2026年1月16日	普通股	1,000,000	与票据融资相关的承诺股份
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.

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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.

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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	%

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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	)

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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.

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	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.

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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

	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).

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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.

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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.

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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.

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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.

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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.

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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;

	·	Resolve any disagreements between management and the auditor regarding financial reporting;

	·	Pre-approve all auditing and permitted non-audit services performed by our external audit firm;

	·	Retain independent counsel, accountants, or others to advise the committee or assist in the conduct of an investigation;

	·	Seek any information it requires from employees - all of whom are directed to cooperate with the committee’s requests - or external parties;

	·	Meet with our officers, external auditors, or outside counsel, as necessary; and

	·	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,

	·	equity-based compensation plans, including, without limitation, stock option and restricted stock plans, in which officers or employees may participate and

	·	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,

	·	financial reporting responsibilities,

	·	insider trading,

	·	inappropriate and irregular conduct,

	·	political contributions, and

	·	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

										Non-		Non-Qualified
										Equity		Deferred
		Salary		Bonus			Stock		Option	Incentive Plan		Compensation			All Other
Name and Principal Position	Year	($)		($)			Awards		Awards ($)	Compensation ($)		Earnings			Compensation ($)		Total ($)
Paul R. Taylor	2026	$	60,000					-									25,000	(1)	$	85,000
Chief Executive Officer	2025	$	-		$	-		$	-	$	-		$	-		$	-		$	-		$	-
Mark Lucky	2026	$	420,833						156,000											10,000	(2)	$	586,833
Chief Financial Officer	2025	$	450,000		$	-		$	147,000	$	-		$	-		$	-		$	-		$	597,000

	(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.

	(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;

	·	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;

	·	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.

	·	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.

	·	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.

	·	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		Stock Awards			Option Awards		All Other Compensation	Total
Tom Grbelja (former director)	$	0		$	156,000		$	0	$	0	$	156,000
Paul Favata (former director)	$	0		$	25,100		$	0	$	0	$	25,100

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

	COMMON STOCK			Series AA Preferred Stock Ownership
	AMOUNT OF					AMOUNT OF		% OF VOTING
	BENEFICIAL			% OF		BENEFICIAL	% OF	CONTROL
NAME	OWNERSHIP			CLASS		OWNERSHIP	CLASS		(1	)
Mark Lucky		119,686,562	(2)		9.43	%	1		25	%	17.37	%
Paul Taylor		-			-		-		-		-
Officers and directors as a group		119,686,562			9.43	%	1		25	%	17.37	%

Tom Grbelja		103,681,242	(3)		8.12	%	-		-		3.73	%
PT Smart Green Technologies (4)		620,000,000			48.84	%	3		75	%	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)		Weighted-average exercise price of outstanding options, warrants and rights (b)			Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Equity compensation plans approved by security holders
2021 Stock Incentive Plan		-		$	-		100,000
Equity compensation plans not approved by security holders		-			-		-
Total		-		$	-		100,000

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

	·	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

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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

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(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.

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PART IV

Item 15. Exhibits and Financial Statement Schedules

a. Index to Financial Statements and Financial Statement Schedules

Page	Page
Report of Independent Registered Public Accounting Firm – Fruci & Associates II PLLC (PCAOB ID No. 05525)	F-2
Consolidated Balance Sheets as of June 30, 2026 and 2025	F-3
Consolidated Statements of Operations for the Years Ended June 30, 2026 and 2025	F-4
Consolidated Statements of Changes in Redeemable Convertible Preferred Stock (Mezzanine Equity) for the Years Ended June 30, 2026 and 2025	F-5
Consolidated Statements of Changes in Stockholders’ Deficit for the Years Ended June 30, 2026 and 2025	F-6
Consolidated Statements of Cash Flows for the Years Ended June 30, 2026 and 2025	F-7
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS	F-8 - F-29

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

Exhibit No.		Description of Exhibit
2.1		Merger Agreement Between Jaguar Investments, Inc., Freight Rate, Inc., and Jag2 Corporation (1)

2.2		Agreement and Plan of Merger Between Fittipaldi Logistics, Inc. and State Petroleum Distributors, Inc. (30)

2.3		Membership Interest Purchase Agreement by and Among Threat Surface Solutions Group, LLC, Acquired Data Solutions, Inc., Ramparts, LLC, and Kevin Anderson, an Individual, and Visium Technologies, Inc. (36)

2.4		Amendment to Membership Interest Purchase Agreement (37)

3.1		Articles of Incorporation (2)

3.2		Certificate of Amendment to Articles of Incorporation (3)

3.3		Certificate of Amendment to the Articles of Incorporation (4)

3.4		Certificate of Voting Powers, Designations, Preferences and Rights to Series B Convertible Preferred Stock (10)

3.5		Certificate of Voting Powers, Designations, Preferences and Rights to Series C Convertible Preferred Stock (10)

3.6		Certificate of Voting Powers, Designations, Preferences and Rights to Series Y Preferred Stock (5)

3.7		Certificate of Correction of Certificate of Voting Powers, Designations, Preferences and Right to Series Y Preferred Stock (5)

3.8		Certificate of Amendment to Articles of Incorporation Increasing Authorized Shares of Common Stock to 250,000,000 filed on August 13, 2004 (9)

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Exhibit No.		Description of Exhibit
3.9		Certificate of Voting Powers, Designations, Preferences and Rights to Preferred Stock of Series X Convertible Preferred Stock (5)

3.10		Bylaws (2)

3.11		Amended Bylaws dated March 31, 2003 (5)

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)

3.22		Articles of Amendment to the Articles of Incorporation of Visium Technologies, Inc. deleting the Certificate of Designation of Series G Governing Preferred Stock, filed with the Florida Department of State on September 11, 2026 (see the Company’s Current Report on Form 8-K filed September 11, 2026)

4.1		Form of Common Stock Purchase Warrant to Newbridge Securities Corporation for Business Advisory Agreement (10)

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)

4.4		Form of 14.25% secured convertible debenture (35)

4.5		$100,000 principal amount promissory note pursuant to settlement agreement with Stokes Logistics Consulting, LLC (35)

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Exhibit No.		Description of Exhibit
4.6		$100,000 principal amount 8% secured convertible promissory note (35)

4.7		Letter of agreement dated February 8, 2008 evidencing $25,000 principal promissory note to Canberra Financial Services II, Inc. (35)

4.8		$14,000 principal 12.5% promissory note for services (35)

4.9		Form of unsecured promissory note (35)

4.10		Form of non-plan option agreement (10)

4.11		Form of common stock purchase warrant (10)

4.12		Form of Common Stock Purchase Warrant re: 14.25% secured convertible debentures (10)

4.13		Form of Common Stock Purchase Warrant issued to Newbridge Securities Corporation as Placement Agent for 14.25% secured convertible debentures (10)

4.14		Form of Series C 10% unsecured convertible debenture (20)

4.15		Form of Warrant for Series C 10% unsecured convertible debenture offering (35)

4.16		Form of Series D 8% unsecured convertible debenture (35)

4.17		Form of 10% convertible debenture (35)

4.18		Form of Warrant for Series D 8% unsecured convertible debenture (22)

4.19		Articles of Merger between Power2Ship, Inc. and Fittipaldi Logistics, Inc. (25)

4.20		Form of Term Sheet for Purchase of Outstanding Debentures (Version 2) (28)

4.21		Form of Term Sheet for Purchase of Outstanding Debentures (Version 1) (28)

4.22		Form of Non-Plan Stock Option Agreement for Employees (29)

4.23		Form of Non-Plan Stock Options Agreement for Executives (29)

4.24		Articles of Merger between Fittipaldi Logistics, Inc. and Visium Technologies, Inc. (31)

4.25		$10,000 principal amount 12% convertible promissory note (35)

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Exhibit No.		Description of Exhibit
4.26		$5,000 principal amount 12% convertible promissory note (35)

4.27		$25,000 principal amount 12% convertible promissory note (35)

4.28		$25,000 principal amount 12% convertible promissory note (35)

4.29		$20,000 principal amount 12% convertible promissory note (35)

4.30		$20,000 principal amount 12% convertible promissory note (35)

4.31		$5,000 principal amount 12% convertible promissory note (35)

4.32		$20,000 principal amount 12% convertible promissory note (35)

4.33		$25,000 principal amount 12% convertible promissory note (35)

4.34		$25,000 principal amount 18% convertible promissory note (35)

4.35		$12,000 principal amount 12% convertible promissory note (35)

4.36		$10,000 principal amount 12% convertible promissory note (35)

4.37		$20,000 principal amount 12% convertible promissory note (35)

4.38		$18,000 principal 12.5% promissory note for services (35)

4.39		$30,000 principal amount 12% convertible promissory note (35)

4.40		$15,000 principal amount 12% convertible promissory note (35)

4.41		$10,000 principal amount 12% convertible promissory note (35)

4.42		$25,000 principal amount 18% convertible promissory note (35)

4.43		$25,000 principal amount 18% convertible promissory note (35)

4.44		$15,000 principal amount 12% convertible promissory note (35)

4.45		$25,000 principal amount 12% convertible promissory note (35)

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Exhibit No.		Description of Exhibit
4.46		$10,000 principal amount 12% convertible promissory note (35)

4.47		$25,000 principal amount 12% convertible promissory note (35)

4.48		$10,000 principal amount 12% convertible promissory note (35)

4.49		Form of Promissory Note issued to FirstFire Global Opportunities Fund, LLC (37)

4.50		Form of Warrant issued to FirstFire Global Opportunities Fund, LLC (37)

4.51		Form of Promissory Note issued to Auctus Fund, LLC (38)

4.52		Form of Warrant issued to Auctus Fund, LLC (38)

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)

10.1		Securities Purchase Agreement (6)

10.2		Investor Registration Rights Agreement (6)

10.3		2001 Employee Stock Compensation Plan (3)

10.4		Employment Agreement with Richard Hersh (8)

10.5		Form of Intellectual Property Assignment Agreement between Power2Ship, Inc. and each of Richard Hersh, Michael J. Darden and John Urbanowicz (10)

10.6		Security Agreements for 14.25% secured convertible debentures (10)

10.7		Registration Rights Agreement for 14.25% secured convertible debentures (10)

10.8		Asset Purchase Agreement with GFC, Inc. (14)

10.9		Mutual Agreement with Commodity Express Transportation, Inc. (15)

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Exhibit No.		Description of Exhibit
10.10		Asset Purchase Agreement with GFC, Inc. (16)

10.11		Form of Unsecured Promissory Note (13)

10.12		Separation and Severance Agreement with Richard Hersh (23)

10.13		Consulting Agreement with Richard Hersh (23)

10.14		Consulting Agreement with David S. Brooks and S. Kevin Yates (as amended) (23)

10.15		Software Transaction Agreement Between Visium Technologies, Inc., Rentar Environmental Solutions, Inc. and the organizers of a new company to be formed (33)

10.16		Capital Contribution Agreement Between Rentar Logic, Inc., Rentar Environmental Solutions, Inc. and Visium Technologies, Inc. (33)

10.17		Rentar Logic, Inc. Shareholders Agreement (33)

10.18		Voting Trust Agreement Between Rentar Logic, Inc., Rentar Environmental Solutions, Inc. and Visium Technologies, Inc. (33)

10.19		Visium/Rentar Agreement April 2010 (35)

10.20		Employment Agreement with Kevin Yates (35)

10.21		Consulting Agreement with Will Williams (35)

10.22		Consulting Agreement with Mobile Software Team, LLC (35)

10.23		Consulting Agreement with C3i Sports, LLC (35)

10.25		Securities Purchase Agreement by and between the Company and FirstFire Global Opportunities Fund, LLC (37)

10.26		Securities Purchase Agreement by and between the Company and Auctus Fund, LLC (38)

10.28		Form of Securities Purchase Agreement (40)

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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)

10.40		Executive Employment Agreement between the Company and Mark B. Lucky (Chief Financial Officer, Principal Financial Officer, and Interim Chief Operating Officer), dated March 28, 2026.*

10.41		Amended and Restated Chairman and Chief Executive Officer Employment Agreement between the Company and Paul R. Taylor.*

14.1		Code of Ethics (11)

16.1		Letter of Resignation of Assurance Dimensions as auditor (Incorporated by reference to Exhibit 16 to Form 8-K filed May 9, 2025)

16.2		Letter of Resignation of Stephano Slack, LLC as auditor (Incorporated by reference to Exhibit 16 to Form 8-K filed June 26, 2025)

19.1		Insider Trading Policy*

21.1		Subsidiaries of Registrant*

31.1		Section 302 Certificate of Chief Executive Officer.*

31.2		Section 302 Certificate of Principal Financial Officer.*

32.1		Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*

32.2		Certification of the Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*

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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.

4.57		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)

10.37		Series AA Convertible Preferred Stock Purchase Agreement(s), fiscal year ended June 30, 2026 (3 shares, $300,000 aggregate proceeds)*

10.38		Common Stock Purchase Agreement, fiscal year ended June 30, 2026 (500,000,000 shares, $375,000 aggregate proceeds)*

10.39		Mutual Release, Settlement and Termination Agreement by and among the Company, ConnexUS AI Inc., and Cheddi Rai, effective June 8, 2026 (46)

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)

99.3		Press Release, dated April 27, 2026, announcing execution of Letter of Intent and leadership changes (45)

99.4		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.

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(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.

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(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

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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)

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	Page
Report of Independent Registered Public Accounting Firm – Fruci & Associates II PLLC (PCAOB ID No. 05525)	F-2

Consolidated Balance Sheets as of June 30, 2026 and 2025	F-3

Consolidated Statements of Operations for the Years Ended June 30, 2026 and 2025	F-4

Consolidated Statements of Changes in Redeemable Convertible Preferred Stock (Mezzanine Equity) for the Years Ended June 30, 2026 and 2025	F-5

Consolidated Statements of Changes in Stockholders’ Deficit for the Years Ended June 30, 2026 and 2025	F-6

Consolidated Statements of Cash Flows for the Years Ended June 30, 2026 and 2025	F-7

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS	F-8 - F-29

F-1

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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.

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Fruci & Associates II, PLLC– PCAOB ID #05525

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

Spokane, Washington

October 13, 2026

F-2

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VISIUM TECHNOLOGIES, INC.

CONSOLIDATED BALANCE SHEETS

	June 30,
	2026			2025
ASSETS
Current assets:
Cash	$	22,212			$	60,144

Prepaid expenses		8,040				7,500

Total current assets		30,252				67,644

Total assets	$	30,252			$	67,644

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current liabilities:
Accounts payable and accrued expenses	$	1,536,672			$	1,472,933
Accrued compensation		89,158				2,556,428
Accrued interest		125,116				418,044
Due to officers and directors		-				277,859
Convertible notes payable		108,009				183,873
Derivative liabilities		-				7,805
Notes payable		122,589				991,567
Total current liabilities		1,981,544				5,908,509

Commitments and contingencies (Note 14)		-				-

Temporary Equity (Mezzanine):
Series D Convertible Preferred Stock ($0.001 par value; 2,000,000 shares authorized; 1,444,859 shares issued and outstanding as of June 30, 2026; redeemable upon a Deemed Liquidation Event at an aggregate liquidation preference of $1,444,859 plus accrued dividends; optional redemption price of $1,488,205 (103% of stated value) plus accrued dividends)		83,802				-

Stockholders’ deficit:
Preferred stock
Series A Convertible Preferred Stock ($0.001 par value; 20,000,000 shares authorized, 13,992,340 shares issued and outstanding as of June 30, 2026 and 2025, respectively)		13,992				13,992
Series B Convertible Preferred Stock ($0.001 par value, 10,000,000 shares authorized, 1,327,670 shares issued and outstanding as of June 30, 2026 and 2025, respectively)		1,328				1,328
Series AA Convertible Preferred Stock ($0.001 par value; 100 shares authorized, 4 shares issued and outstanding at June 30, 2026 and 1 share issued and outstanding at June 30, 2025)		-				-
Common stock, $0.0001 par value, 3,000,000,000 shares authorized: 1,149,509,667 shares issued and outstanding at June 30, 2026, and 368,544,861 shares issued and outstanding at June 30, 2025		114,953				36,856
Additional paid in capital		61,068,001				58,196,429
Accumulated deficit		(63,233,368	)			(64,089,470	)
Total stockholders’ deficit		(2,035,094	)			(5,840,865	)

Total liabilities, temporary equity and stockholders’ deficit	$	30,252			$	67,644

See accompanying notes to consolidated financial statements.

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VISIUM TECHNOLOGIES, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

	FOR THE YEARS ENDED
	June 30, 2026			June 30, 2025
Revenues	$	-			$	-

Operating expenses:
Selling, general and administrative		1,364,165				1,649,817
Development expense		-				325
Total operating expenses		1,364,165				1,650,142

Loss from operations		(1,364,165	)			(1,650,142	)

Other income (expense)
Gain on change in fair value of derivative liabilities		271,391				33,761
Interest income		-				12,767
Interest expense		(765,013	)			(463,424	)
Gain on extinguishment of debt		2,923,004				725,059
Loss on terminated strategic acquisition initiative		(199,115	)			-
Loss on write-off of advance for proposed financing		(10,000	)			-
Total other income (expense)		2,220,267				308,163

Net income (loss) before income taxes	$	856,102			$	(1,341,979	)

Provision for income taxes		-				-

Net income (loss)		856,102				(1,341,979	)

Less: cumulative dividends on Series D Convertible Preferred Stock (undeclared)		(8,907	)			-

Net income (loss) attributable to common stockholders	$	847,195			$	(1,341,979	)

Weighted average common shares
Basic		595,814,174				266,703,555
Diluted		616,444,868				266,703,555
Net income (loss) per common share attributable to common stockholders:
Basic	$	0.001			$	(0.005	)
Diluted	$	0.001			$	(0.005	)

See accompanying notes to consolidated financial statements.

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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)		1,014,000			58,812
Issuance of Series D Convertible Preferred Stock for extinguishment of convertible note principal (April 2026)		67,500			3,915
Issuance of Series D Convertible Preferred Stock to an officer and former directors for amounts due (April 2026)		363,359			21,075
Balance at June 30, 2026		1,444,859		$	83,802

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

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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		13,992,340		$	13,992		1,327,670	$	1,328		1		$	0		213,953,591		$	21,397		$	57,561,804		$	(62,747,490	)	$	(5,148,969	)

Shares issued as compensation to directors and officers																73,500,000			7,350			301,350						308,700
Shares issued as compensation to employees																3,500,000			350			14,350						14,700
Shares issued for consulting services																14,300,000			1,430			59,430						60,860
Shares issued for conversion of notes payable																63,291,270			6,329			259,494						265,823
Rounding Adjustment																			-			1			(1	)		-
Net loss for the year ended June 30, 2025																									(1,341,979	)		(1,341,979	)
Balance at June 30, 2025		13,992,340		$	13,992		1,327,670	$	1,328		1		$	0		368,544,861		$	36,856		$	58,196,429		$	(64,089,470	)	$	(5,840,865	)

Shares issued as compensation to directors and officers																65,000,000			6,500			330,600						337,100
Shares issued as compensation to employees																1,000,000			100			4,200						4,300
Shares issued in settlement of accrued compensation, including $1,454,740 related-party capital contribution (Note 13)																40,000,000			4,000			1,582,740						1,586,740
Shares issued for consulting services																2,250,000			225			10,525						10,750
Common stock sold																500,000,000			50,000			325,000						375,000
Series AA preferred sold											3			0								300,000						300,000
Retirement of outstanding warrants																						(4,000	)					(4,000	)
Commitment Shares																2,625,000			263			18,525						18,788
Shares issued for conversion of notes payable																170,089,806			17,009			300,026						317,035
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)																						3,956						3,956
Net income for the year ended June 30, 2026																									856,102			856,102
Balance at June 30, 2026		13,992,340		$	13,992		1,327,670	$	1,328		4		$	0		1,149,509,667		$	114,953		$	61,068,001		$	(63,233,368	)	$	(2,035,094	)

See accompanying notes to consolidated financial statements.

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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)	$	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		420,524				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 at beginning of period		60,144				8,456

Cash at end of period	$	22,212			$	60,144

Cash paid for:
Interest	$	121,793			$	48,679
Income taxes	$	-			$	-
Non-cash investing and financing activities:
Issuance of common stock for conversion of notes payable, accrued interest, and fees	$	317,035			$	265,823
Initial fair value of derivative liabilities recorded as debt discount	$	263,586			$	-
Original issue discount on notes payable	$	130,500			$	-
Commitment shares issued with notes payable (recorded as debt discount)	$	18,788			$	-
Promissory notes reclassified to convertible notes payable upon default	$	255,494			$	-
Issuance of common stock to settle accrued compensation and consulting fees (“salary equitization”)	$	2,834,819			$	-
Liabilities extinguished in connection with Series D exchanges (including separately forgiven accrued interest)	$	1,724,089			$	-
Fair value of Series D Convertible Preferred Stock issued in debt-for-equity exchanges (see Note 7 and Note 9)	$	83,802			$	-
Debt issuance costs included in accounts payable	$	5,800			$	-

See accompanying notes to consolidated financial statements.

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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 $856,102, due primarily to a non-cash, non-recurring gain on extinguishment of debt, had net cash used in operating activities of $913,888, and had negative working capital of $1,951,292. These matters raise substantial doubt about the Company’s ability to continue as a going concern for one year after these consolidated financial statements are issued (or available to be issued). The Company’s ability to continue as a going concern is dependent upon its ability to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due, and to generate profitable operations in the future. Management plans to provide for the Company’s capital requirements by continuing to issue additional equity and debt securities. 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. Subsequent to June 30, 2026, the Company received $108,000 from the sale of common stock (see Note 16); however, as of the date these consolidated financial statements were issued, the Company had no committed sources of financing. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

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 $250,000. As of June 30, 2026 and 2025, the Company did not exceed these FDIC limits.

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.

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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	$	41,566
Initial recognition of derivative liabilities (recorded as debt discount)		-
Gain on change in fair value of derivative liability		(33,761	)
Derivative liability at June 30, 2025	$	7,805
Initial recognition of derivative liabilities (recorded as debt discount)		263,586
Gain on change in fair value of derivative liability		(271,391	)
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.

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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 $0.0001 per share. Dollar amounts in the accompanying financial statements and notes are presented in whole dollars.

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.

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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, $749,302 and $816,006; stock-based compensation, $341,400 and $323,400; stock-based consulting, $10,750 and $60,860; consulting fees, $125,000 and $120,000; legal and professional fees, $42,000 and $192,108; accounting, $62,226 and $74,242; and other selling, general and administrative expenses, $33,487 and $63,201. Development expense ($0 and $325), interest expense and the other non-operating items presented in the consolidated statements of operations are also provided to the chief operating decision maker. There are no other segment items.

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 $0.0015, compared with basic earnings per share of approximately $0.0014). The convertible notes payable were also excluded because, after adding back the related interest expense under the if-converted method, their effect was anti-dilutive.

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		595,814,174		266,703,555
Effect of dilutive securities - when applicable:
Convertible promissory note		1,783		35,146,649
Preferred stock converted to common stock		49,527,874		20,630,691
Common stock options		-		2,222
Warrants		-		5,112,426
Weighted-average shares plus potential common shares (informational; not an EPS denominator)		645,343,831		327,595,543

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	$	847,195		595,814,174
Effect of dilutive securities, in sequence from most to least dilutive:
Series A and Series B Convertible Preferred Stock (if-converted; no income adjustment)		-		20,630,690
Series AA Convertible Preferred Stock (if-converted; no income adjustment)		-		4
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)		-		(5,937,777 excluded as anti-dilutive	)
Diluted earnings per share computation before evaluating convertible notes payable	$	847,195		616,444,868
Convertible notes payable (if-converted; add back related interest expense; excluded because anti-dilutive; see Note 4)	$	-		(1,783 excluded as anti-dilutive	)
Diluted earnings per share computation: net income (as adjusted) / diluted weighted-average common shares	$	847,195		616,444,868

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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 $271,391 and $33,761 for the years ended June 30, 2026 and 2025, respectively, in the Consolidated Statements of Operations under the caption “Gain on change in fair value of derivative liabilities.” The fiscal 2026 gain consists of $263,586 from the derecognition, upon conversion or repayment of the related notes, of derivative liabilities initially recognized during the year (whose initial fair value was recorded as debt discount and amortized to interest expense) and $7,805 from the remeasurement of the derivative liability outstanding at June 30, 2025. The Company had no derivative liability at June 30, 2026, compared to $7,805 at June 30, 2025, reported on the Consolidated Balance Sheets as “Derivative liabilities.” No warrant derivative liability was recorded in either period.

June 2026 Note Payable – Default-Contingent Conversion Feature

On June 1, 2026, the Company issued a $99,600 promissory note to 1800 Diagonal Lending LLC (see Note 5). The note carries a one-time interest charge of 15% ($14,940), matures on March 15, 2027, is payable in cash in four scheduled installments beginning December 15, 2026, and may be prepaid in full at any time without penalty. The holder has no right to convert the note into common stock unless an Event of Default (as defined in the note) occurs. Only following an Event of Default may the holder convert the outstanding balance, which upon default would include a default amount equal to 150% of the outstanding principal and accrued interest, into common stock at 65% of the lowest trading price of the Company’s common stock during the ten trading days preceding conversion. Because the conversion right is not exercisable unless the Company defaults, the Company accounts for the note as a cash-pay note payable and presents it within Notes Payable rather than Convertible Notes Payable. The Company evaluated the default-contingent conversion feature and the related default provisions under ASC 815-15. At issuance and at June 30, 2026, the note was current, no Event of Default had occurred, no notice of default had been received, the Company had no other indebtedness to the holder that could give rise to a cross-default, and management assessed the likelihood of an Event of Default as remote. Accordingly, management concluded that the default-contingent features had no more than nominal value, and no derivative liability was recognized for the note at issuance or at June 30, 2026. The Company reassesses this conclusion at each reporting date. If an Event of Default occurs or becomes more than remote, the Company will measure the conversion feature at fair value and recognize a derivative liability, with subsequent changes in fair value recognized in earnings.

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 $121.50 per share, substantially above the market price of the common stock throughout fiscal 2026. Their conversion features are indexed to the Company’s own stock and were not bifurcated as derivative liabilities under ASC 815-15 and ASC 815-40.

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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,
	2026		2025
Convertible notes payable	$	108,009		$	183,873
Discount on convertible notes		-			-
Total	$	108,009		$	183,873

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. The $108,009 of principal and $108,678 of accrued interest outstanding at June 30, 2026 were convertible at a fixed conversion price of $121.50 per share into an aggregate of approximately 1,783 shares of common stock; the potential common shares issuable upon conversion were excluded from the diluted earnings per share computation in Note 2 because their effect was anti-dilutive. See Note 16 – Subsequent Events for developments after June 30, 2026 affecting certain of these notes.

For the year ended June 30, 2026, the following summarizes the conversion of debt for common shares:

			Amount of			Amount of					Conversion
	Shares		Converted			Converted		Conversion			Price
Name	Issued		Principal			Interest		Expense	Total		Per Share
FirstFire		41,399,186		$	14,941		$	131,020	$	-		$	145,961	$	0.00353
1800 Diagonal		118,690,620			99,856			49,468		1,750			151,074		0.00127
Labrys Fund II		10,000,000			16,940			1,310		1,750			20,000		0.00200
Total		170,089,806		$	131,737		$	181,798	$	3,500		$	317,035	$	0.00186

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 170,089,806 with a total principal, accrued interest, and conversion expense of $317,035.

The Company recognized interest expense on convertible notes payable of approximately $147,327 and $241,424 during the fiscal years 2026 and 2025, respectively.

NOTE 5: NOTES PAYABLE

Notes Payable

The Company had promissory notes with an aggregate face amount of $144,600, net of unamortized discount of $22,011, or $122,589, at June 30, 2026, compared to $991,567, net of unamortized discount, at June 30, 2025. Related accrued interest amounted to approximately $16,438 at June 30, 2026 and $170,481 at June 30, 2025. The notes payable bore interest at rates ranging from 0% to 18% per annum and were payable at maturity.

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 $99,600 note issued in June 2026, which remained outstanding at June 30, 2026 and is presented at $77,589, net of its $22,011 unamortized original issue discount, in Notes Payable on the Consolidated Balance Sheets. In addition to the notes listed below, the Company had separate additional notes totaling $45,000, which are not included in the table below, that also remained outstanding at June 30, 2026 and are presented at their face amount, with no unamortized discount, in Notes Payable on the Consolidated Balance Sheets. See Note 16 – Subsequent Events for developments after June 30, 2026 affecting certain of the Company’s notes payable.

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 $420,524. In addition, $10,013 of unamortized discount on a promissory note extinguished in the April 2026 Series D exchange was written off and included in the gain on extinguishment of debt (see Note 6 and Note 9).

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 $7,720 of debt-issuance costs paid in cash.

Issuance Date	Face Value		Original Issue Discount			Net Cash Proceeds		Interest Rate	Maturity
July 2025	$	80,000		$	20,000		$	60,000		15	%	July 2026
August 2025	$	120,000		$	23,500		$	96,500		15	%	August 2026
October 2025	$	11,000		$	—		$	11,000		15	%	October 2026
October 2025	$	66,600		$	16,600		$	50,000		15	%	October 2026
November 2025	$	25,000		$	—		$	25,000		15	%	November 2026
December 2025	$	66,600		$	16,600		$	50,000		15	%	December 2026
December 2025	$	64,200		$	14,200		$	50,000		15	%	December 2026
January 2026	$	60,000		$	10,000		$	50,000		15	%	January 2027
January 2026	$	27,500		$	5,000		$	22,500		15	%	January 2027
January 2026	$	18,000		$	—		$	18,000		15	%	January 2027
March 2026	$	20,000		$	—		$	20,000		15	%	March 2027
June 2026	$	99,600		$	24,600		$	75,000		15	%	March 2027
Total	$	658,500		$	130,500		$	528,000

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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			2025
Accrued interest payable beginning	$	418,044			$	540,116
Interest expense accrued on notes payable		316,477				396,230
Payments of accrued interest		(121,793	)			(48,679	)
Conversion of accrued interest into common stock		(181,798	)			(108,064	)
Accrued interest extinguished — statute of limitations (Note 9)		-				(361,559	)
Accrued interest forgiven in connection with cash settlement of promissory notes (Note 9)		(26,584	)			-
Accrued interest separately forgiven in connection with Series D exchanges		(279,230	)			-
Accrued interest payable ending	$	125,116			$	418,044

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 $279,230 of related accrued interest. The forgiven interest was not consideration for the Series D shares and was recognized as a gain on extinguishment of debt (see Note 9), as summarized below:

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		1,014,000		$	254,975
Convertible-note principal; related accrued interest separately forgiven		67,500			24,255
Subtotal — principal exchanges; related accrued interest separately forgiven		1,081,500			279,230
Amounts due to an officer and two former directors		363,359			-
Total Series D shares issued		1,444,859		$	279,230

Interest expense for year ended June 30, 2026 and 2025 was comprised of the following:

	2026		2025
Interest expense	$	344,489		$	396,230
Amortization of debt discount		420,524			67,194
Total interest expense	$	765,013		$	463,424

Interest expense of $344,489 for the year ended June 30, 2026 includes $316,477 of interest on notes payable and convertible notes payable (see the roll-forward above) and $28,012 of other interest expense, including interest on credit card balances, which is expensed as incurred.

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NOTE 7: STOCKHOLDERS’ DEFICIT

Common Stock

The Company has authorized 3,000,000,000 shares of common stock, $0.0001 par value per share. As of June 30, 2026 and 2025, 1,149,509,667 and 368,544,861 shares of common stock were issued and outstanding, respectively.

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)	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	$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

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)	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

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 43,200,000 shares of Common Stock at an initial exercise price of $0.001 per share. The warrants were classified as equity, carried a five-year term expiring in September 2027, and contained anti-dilution provisions, including a price-only reset upon future dilutive issuances of Common Stock or Common Stock equivalents at a price below the then current exercise price, and a separate adjustment to both the exercise price and the number of warrant shares upon consummation of an offering resulting in the listing of the Common Stock on a national securities exchange. As of June 30, 2025, after adjustments made pursuant to these provisions, each warrant was exercisable for 2,556,213 shares of Common Stock at an exercise price of $0.0169 per share (5,112,426 shares in the aggregate). See Note 3 for the Company’s evaluation of the classification of these warrants under ASC 815-40.

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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		5,112,426			$	0.0169		5,114,576		$	0.025
Granted		—				—		—			—
Exercised		—				—		—			—
Acquired and retired / forfeited		(5,112,426	)		$	0.0169		(2,150	)	$	15.34
Balance at end of year		—				—		5,112,426		$	0.0169
Exercisable at end of year		—				—		5,112,426		$	0.0169

On April 19, 2026, the Company and Talos entered into a Warrant Cancellation Agreement pursuant to which Talos’s warrant, then exercisable for 2,556,213 shares, was cancelled and extinguished in its entirety for no cash or other consideration. The cancellation was accounted for as an equity transaction with no amount recorded, as no consideration was paid or received.

On April 24, 2026, the Company and FirstFire entered into a Warrant Cancellation Agreement pursuant to which the Company paid FirstFire $4,000 in cash, and FirstFire’s warrant, then exercisable for 2,556,213 shares, was cancelled and extinguished in its entirety. The cancellation was accounted for as an equity transaction, with the $4,000 cash payment recorded as a reduction of additional paid-in capital. The $4,000 cash payment is presented as “Repurchase of warrants” within financing activities in the consolidated statements of cash flows.

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	20,000,000	13,992,340	13,992,340	$0.001	Initial price $0.25; no stated value	1:1 (see Series A narrative below)	None	Parity with other preferred; senior to Common	Junior to Series D, Series E (if issued), and any expressly senior series; senior to Series B and Common
Series B Convertible Preferred Stock	10,000,000	1,327,670	1,327,670	$0.001	Initial price $0.25; no stated value	1 Series B preferred share : 5 common shares	None	Parity with other preferred; senior to Common	Junior to Series A, Series D, Series E (if issued), and any expressly senior series; senior to Common
Series AA Convertible Preferred Stock	100	4	1	$0.001	N/A	1:1	Class entitled to 51% of votes on all matters	N/A	Senior to all other series
Series D Convertible Preferred Stock	2,000,000	1,444,859	—	$0.001	$1.00	Fixed $0.05 per common share (broad-based weighted average anti-dilution)	None (except as required by Florida law; votes on as converted basis when entitled)	Stated value + accrued dividends	Junior to Series AA and Series E (if issued), and any expressly senior series; senior to Series A, Series B and Common
Series E Convertible Preferred Stock	Number not fixed	—	—	$0.001	$750	15,000 common shares per preferred share ($0.05 fixed)	As-converted (subject to 4.99% beneficial ownership cap)	Stated value + accrued dividends	Junior to Series AA; senior to Series D, Series A, Series B and Common
Series G Governing Preferred Stock	0 - (designation withdrawn September 11, 2026)	—	—	$0.001	N/A	Not convertible	100,000 votes per share	N/A	N/A — designation withdrawn September 11, 2026
Blank-check preferred stock	100,000,100 (remaining after designations, including 100 shares returned from the withdrawn Series G designation)	—	—	$0.001	To be determined	To be determined	To be determined	To be determined	To be determined by Board

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Table of Contents

VISIUM TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2026 AND 2025

Series A Convertible Preferred Stock

Twenty million (20,000,000) shares of preferred stock are designated as Series A Convertible Preferred Stock, par value $0.001 per share. The certificate states an initial price of $0.25 per share and no fixed stated value. Each Series A share is convertible into one share of Common Stock; the certificate also states that if the Common Stock price is below $0.10 per share, conversion is set at $0.035 per share. Series A has no voting rights, is entitled to distributions on parity with other preferred stock as provided in the applicable designations, and is senior to Common Stock with respect to distributions.

Series B Convertible Preferred Stock

Ten million (10,000,000) shares of preferred stock are designated as Series B Convertible Preferred Stock, par value $0.001 per share. The certificate states an initial price of $0.25 per share and no fixed stated value. Each Series B share is convertible into five shares of Common Stock. Series B has no voting rights, is entitled to distributions on parity with other preferred stock as provided in the applicable designations, and is senior to Common Stock with respect to distributions.

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 100, and sold three additional shares of Series AA Convertible Preferred Stock to PT Smart Green Technologies, an affiliate of the Company by virtue of its ownership interest, for aggregate proceeds of $300,000. As of June 30, 2026, four shares of Series AA Convertible Preferred Stock were issued and outstanding (one held by the Company’s Chief Financial Officer and three held by PT Smart Green Technologies).

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. Each share is convertible into one share of common stock. The $300,000 of proceeds from the three shares sold during fiscal 2026 was credited to additional paid-in capital because the aggregate par value of the shares is de minimis. See Item 12 for beneficial ownership and voting control.

Series D Convertible Preferred Stock (Temporary / Mezzanine Equity)

In April 2026, the Company issued an aggregate of 1,444,859 shares of Series D Convertible Preferred Stock, $0.001 par value per share, 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 (see Notes 5, 6 and 12). Related accrued interest of $279,230 was separately forgiven and was not consideration for the Series D shares. The Series D shares were recorded at their aggregate fair value of $83,802, as described below, rather than at their $1,444,859 aggregate stated value. On September 21, 2026, after year-end, 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).

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 2,000,000 shares with a par value of $0.001 per share and a stated value of $1.00 per share. The Series D ranks junior to the Series AA Convertible Preferred Stock and Series E Convertible Preferred Stock, if issued, and senior to Common Stock, Series A Convertible Preferred Stock, and Series B Convertible Preferred Stock. Holders are entitled to cumulative dividends at 3% per annum on the stated value, payable quarterly in cash or, at the Company’s option, in additional shares of Series D Convertible Preferred Stock. Accrued and unpaid dividends are payable upon conversion, redemption, or liquidation. Upon liquidation, holders are entitled to a non-participating preference equal to the stated value plus accrued and unpaid dividends, in preference to Common Stock. Each share is convertible at the holder’s option at any time into shares of Common Stock at a fixed conversion price of $0.05 per share (subject to broad-based weighted-average anti-dilution adjustment). As a result, the 1,444,859 shares outstanding as of June 30, 2026 are convertible into approximately 28,897,180 shares of Common Stock before giving effect to accrued dividends. Holders have no general voting rights except as required by Florida law and vote together with Common Stock on an as-converted basis when entitled to vote. The Company may redeem the Series D Convertible Preferred Stock at 103% of stated value plus accrued dividends upon a Qualifying Transaction (generally a financing or change-of-control transaction with a value of at least $10,000,000).

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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 $83,802 in the aggregate for the 1,444,859 shares issued. Because the Series D Convertible Preferred Stock does not trade in an active market, management used a conversion-parity methodology: the Series D’s $1.00 stated value divided by its $0.05 fixed conversion price yields 20 shares of common stock per Series D share, and that ratio was multiplied by the volume-weighted average price of the Company’s common stock for the measurement period ($0.0029 per common share) ($1.00 / $0.05 x $0.0029 = $0.058). Management considered the Series D’s cumulative dividend, non-participating liquidation preference, anti-dilution protection, and issuer-controlled redemption right, and concluded that none of these features warranted a separately measurable premium or discount to conversion parity as of the measurement date. Because this measurement relies on an unobservable assessment of the Series D’s preferential rights, management has classified it within Level 3 of the fair value hierarchy (see Note 15).

The $83,802 aggregate fair value was allocated $1,445 to Series D par value and $82,357 to additional paid-in capital within temporary equity (mezzanine APIC). Of the 363,359 shares issued in settlement of $363,359 of advances and unreimbursed expenses, 4,200 shares were issued to Mark Lucky, the Company’s Chief Financial Officer and a director; the $3,956 excess of the $4,200 owed to him over the $244 fair value of the Series D shares issued to him was recognized as a capital contribution to additional paid-in capital, consistent with the related-party nature of that settlement (see Note 12). The remaining 359,159 shares were issued to Thomas Grbelja (351,159 shares) and Paul Favata (8,000 shares), who had resigned as directors on April 7, 2026 and were not related parties of the Company on April 16, 2026, the date on which the terms of their exchanges were agreed, the exchange agreements were signed and the Series D shares were issued; the $338,328 excess of the $359,159 owed to them over the $20,831 fair value of the Series D shares issued to them was recognized as a gain on extinguishment of debt (see Note 9). For the promissory-note and convertible-note holders (unrelated third parties), the excess of the $1,081,500 carrying amount of principal extinguished over the $62,727 fair value of Series D shares issued to them, together with separately forgiven related accrued interest, was recognized as a gain on extinguishment of debt (see Note 9).

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 the Company’s right to redeem the Series D at 103% of stated value plus accrued and unpaid dividends following a Qualifying Transaction (a financing or change-of-control transaction valued at $10 million or more) is exercisable solely at the Company’s option. As of June 30, 2026, the Series D was not currently redeemable and a Deemed Liquidation Event was not probable; accordingly, the Company has not remeasured the carrying amount of the Series D from its $83,802 issuance-date fair value (see the fair value measurement discussion above) to its Liquidation Preference of $1,453,766 (stated value of $1,444,859 plus $8,907 of accrued and unpaid dividends). Management will reassess at each reporting date whether a redemption event has become probable and, if so, will remeasure the carrying amount in accordance with ASC 480-10-S99-3A. Cumulative dividends of $8,907 had accrued as of June 30, 2026, calculated daily over the 75 days from the April 16, 2026 issuance date through June 30, 2026, but had not been declared by the Board of Directors. Because the dividends remain undeclared and the Series D is not mandatorily redeemable, no liability or interest expense has been recognized for the undeclared dividends; the undeclared dividends are reflected only in the computation of net income attributable to common stockholders.

As of June 30, 2026, cumulative undeclared dividends on the Series D Convertible Preferred Stock totaled $8,907. A roll-forward of the cumulative undeclared dividends is as follows:

	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)		8,907
Dividends declared		—
Balance at June 30, 2026	$	8,907

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 (20,630,690 common shares in the aggregate), Series AA Convertible Preferred Stock (4 common shares), Series D Convertible Preferred Stock (28,897,180 common shares) and convertible notes payable (approximately 1,783 common shares) were convertible into an aggregate of approximately 49,529,657 shares of common stock, before giving effect to accrued Series D dividends or anti-dilution adjustments. No warrants or stock options were outstanding at June 30, 2026. See Note 2 for the related earnings-per-share computation and Note 16 for the September 21, 2026 Series D exchange.

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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 $0.001 per share and a stated value of $750 per share, ranks senior to Common Stock and all other preferred stock other than the Series AA, and carries cumulative dividends of 8% per annum, compounded quarterly, payable in cash or, at the Company’s option, in additional shares of Series E. Each share is convertible at the holder’s option into 15,000 shares of Common Stock (a fixed conversion price of $0.05 per share), with no price-based anti-dilution protection. Voting is on an as converted basis together with Common Stock, subject to a 4.99% beneficial ownership cap per holder. The Company has a call right to redeem outstanding shares at 103% of stated value plus accrued dividends following a Qualifying Transaction.

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 40% of the Company’s fully diluted equity immediately after closing. Because that transaction did not close, the Board never fixed the number of authorized shares of Series E Convertible Preferred Stock. No shares of Series E were ever issued, and none are outstanding as of June 30, 2026. The designation remains on file with the Florida Department of State. The Board of Directors could in the future fix a share count and authorize the issuance of Series E Convertible Preferred Stock without further shareholder approval, which, given its terms, could result in substantial dilution to holders of the Company’s common stock (see Item 1A – Risk Factors).

Series G Governing Preferred Stock (Withdrawn)

On April 14, 2026, the Board of Directors adopted a Certificate of Designation authorizing 100 shares of Series G Governing Preferred Stock, par value $0.001 per share, carrying 100,000 votes per share and purporting to require the prior written consent of its holders before certain actions could be taken with respect to the Series A and Series B Convertible Preferred Stock. That certificate was filed with the Florida Department of State on April 16, 2026. The Company’s Current Report on Form 8-K filed April 16, 2026 stated that four shares of Series G Governing Preferred Stock had been issued to certain holders of Series AA Convertible Preferred Stock and/or affiliates of the Company. After review of the Company’s stock ledger, minute book, and related corporate records, the Board determined that no shares of Series G Governing Preferred Stock were in fact issued or outstanding at any time, that no consideration was received, and that the statement in the April 16, 2026 Form 8-K was incorrect. The Company filed a Current Report on Form 8-K/A on September 11, 2026 to correct that statement.

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 100 shares formerly designated as Series G Governing Preferred Stock returned to the status of authorized but unissued preferred stock, undesignated as to series. The Series A Convertible Preferred Stock and the Series B Convertible Preferred Stock remain outstanding on the terms of their respective, unaltered Certificates of Designation and were not amended, subordinated, redeemed, or otherwise affected by the Series G Certificate or by its withdrawal. Management has concluded that the withdrawal does not require restatement of previously issued financial statements and does not give rise to a gain or loss, as no shares of Series G Governing Preferred Stock were ever issued or carried on the Company’s books.

Blank-Check Preferred Stock

The Company has authorized approximately 100,000,100 shares of “blank-check” preferred stock (remaining after the specific series designations above), which includes 100 shares previously designated as Series G Governing Preferred Stock that returned to undesignated status upon the Board’s withdrawal of that designation on September 11, 2026 (see “Series G Governing Preferred Stock (Withdrawn)” above). The Board of Directors may designate additional series of preferred stock from this authorization without further shareholder approval. Any such series could carry conversion, dividend, liquidation, or voting rights that adversely affect, or substantially dilute, the holders of the Company’s common stock.

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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 10 years after the adoption date, issued options have their own schedule of termination. Options to acquire shares of common stock may be granted at no less than fair market value on the date of grant. Upon exercise, shares of new common stock are issued by the Company.

The 2,222 stock options outstanding as of June 30, 2025 expired unexercised during the year ended June 30, 2026 in accordance with their original terms. No options were outstanding as of June 30, 2026.

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 $0 of non-cash stock option compensation expense, as no stock options were granted, exercised, or outstanding-and-vesting during either period. As of June 30, 2026, the Company had no unrecognized pre-tax non-cash stock option compensation expense. When options are granted, the Company estimates their fair value using a binomial option pricing model, uses straight-line amortization of compensation expense over the requisite service or vesting period of the grant, and recognizes forfeitures as they occur.

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:

	Year Ended June 30, 2026			Year Ended June 30, 2025
				Weighted						Weighted
				Average			Aggregate			Average		Aggregate
				Exercise			Intrinsic			Exercise		Intrinsic
	Shares			Price			Value		Shares	Price		Value
Stock options
Balance at beginning of year		2,222			$	27.00				2,222		$	27.00		$
Granted		-				0.00				-			0.00			-
Exercised		-			$	0.00				-		$	0.00			-
Expired		(2,222	)		$	27.00				-		$	0.00
Balance at end of year		-			$	-		$	-		2,222		$	27.00		$	-

Options exercisable at end of year		-			$	-		$	-		2,222		$	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:

	For the Year ended
	June 30, 2026			June 30, 2025
				Weighted				Weighted
				Average				Average
				Grant Date				Grant Date
	Shares			Fair Value			Shares	Fair Value
Unvested at beginning of period		-			$	-		-		$	-
Granted		68,250,000			$	0.00516		91,300,000		$	0.0042
Forfeited		-				-		-			-
Vested		(68,250,000	)		$	0.00516		(91,300,000	)	$	0.00420
Unvested at end of period		-			$	-		-		$	-

Unrecognized compensation expense related to outstanding restricted stock awards as of June 30, 2026 was $0.

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.

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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 $2,923,004. The gain arose from eight distinct transactions or determinations, each accounted for in accordance with ASC 405-20, Extinguishments of Liabilities, and ASC 470-50, Debt — Modifications and Extinguishments, as applicable. The components are summarized in the following table:

Component	Reference		Amount

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		$	1,248,079
Gain on extinguishment — promissory-note principal (Series D exchange, fair value basis)	Note 7		$	955,188
Gain on extinguishment — convertible-note principal (Series D exchange, fair value basis)	Note 7		$	63,585
Gain on extinguishment — advances from former directors (Series D exchange, fair value basis)	Note 7		$	338,328
Gain on separately forgiven accrued interest payable (Series D transactions)	Note 6		$	279,230
Loss on write-off of unamortized debt discount (Series D exchange)	Note 6		$	(10,013	)
Gain on extinguishment of note payable	Note 5		$	26,584

Gain on settlement of vendor payables		—		$	22,023
Total gain on extinguishment of debt				$	2,923,004

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 — $26,584

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 $114,431, accrued interest of $4,901 and accrued default penalties of $57,252, was $176,584 at the time of settlement. The Company and Labrys Fund II, L.P. agreed to extinguish the obligations in full for a lump-sum cash payment of $150,000, representing a discount of $26,584 to the carrying value, pursuant to a Settlement and Mutual Release Agreement dated April 10, 2026 (see Exhibit 10.42). Upon receipt of the $150,000 payment, Labrys Fund II, L.P. provided a full release of all claims under the notes.

In accordance with ASC 470-50-40, the Company recognized a gain on extinguishment of debt of $26,584, representing the difference between the carrying amount of the extinguished liability ($176,584) and the reacquisition price ($150,000). The gain is included within the caption \"Gain on extinguishment of debt\" in the consolidated statement of operations for the year ended June 30, 2026. In the consolidated statement of cash flows, the portion of the $150,000 payment applied to accrued interest is included in operating activities and the remainder is included in \"Repayment of notes payable and convertible notes payable\" within financing activities.

Gain on Settlement of Vendor Payables — Cash Settlement at a Discount — $22,023

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 $42,023. The Company reached negotiated agreements with these vendors to settle all outstanding obligations in full for aggregate cash payments of $20,000, representing a discount of $22,023 to the carrying value. Upon payment, the vendors provided full releases of all claims.

In accordance with ASC 405-20-40-1, the Company derecognized the settled liabilities upon legal release and recognized a gain of $22,023, representing the difference between the carrying amount of the extinguished payables ($42,023) and the aggregate settlement payments ($20,000). The gain is included within the caption \"Gain on extinguishment of debt\" in the consolidated statement of operations for the year ended June 30, 2026. None of the vendors involved in these settlements were related parties.

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 $725,059, comprised of the following:

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

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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 $199,115 ($134,173 before and $64,942 after April 27, 2026, the date on which Cheddi Rai, the holder of approximately 25.5% of the equity of ConnexUS AI Inc., became the Company’s Chief Operating Officer and Chief Technology Officer; see Note 12) to support development activities and other operating expenditures associated with the contemplated business combination.

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 $199,115 during the year ended June 30, 2026, representing the write-off of amounts advanced in connection with the terminated transaction, presented as “Loss on terminated strategic acquisition initiative” within Other Income (Expense) in the consolidated statement of operations. No asset related to the proposed acquisition remained on the Company's balance sheet as of June 30, 2026.

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 $10,000 fee to a prospective lender in connection with a proposed loan financing that was never consummated. Under the terms of the arrangement, the fee was refundable to the Company if the financing did not close; however, the prospective lender did not return the funds. Having determined that recovery of the $10,000 advance is not probable, the Company wrote off the related receivable and recognized a loss of $10,000 during the year ended June 30, 2026, presented as “Loss on write-off of advance for proposed financing” within Other Income (Expense) in the consolidated statement of operations. No asset related to this proposed financing remained on the Company's balance sheet as of June 30, 2026.

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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 $2,923,004 gain on extinguishment of debt is cancellation-of-indebtedness income unless excluded. Exclusion under Internal Revenue Code Section 108 is available only to the extent of insolvency (or another statutory exclusion), and any excluded amount reduces tax attributes, principally net operating loss carryforwards, under Section 108(b). The related-party equitization with Mr. Lucky may be treated as a contribution to capital under Section 108(e)(6) rather than as taxable cancellation-of indebtedness income. The rate reconciliation presents the gain as a non-taxable permanent item and does not reduce the disclosed net operating loss carryforward for attribute reduction, because the insolvency exclusion and the related attribute reduction have not been quantified. The gross deferred tax asset may therefore be overstated. The asset is fully reserved, so quantification would not change net deferred tax assets, income tax expense, or net income. Management has not recorded an uncertain-tax-position liability for this item.

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 $856,102 for the year ended June 30, 2026 and a loss before income taxes of $1,341,979 for the year ended June 30, 2025, with no foreign component in either year. The components of the income tax provision (benefit), disaggregated between current and deferred and among federal, state, and foreign jurisdictions, are as follows:

	Year Ended June 30, 2026		Year Ended June 30, 2025
Current:
Federal	$	—		$	—
State		—			—
Foreign		—			—
Total current		—			—
Deferred:
Federal		—			—
State		—			—
Foreign		—			—
Total deferred		—			—
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
	Amount			Rate			Amount			Rate
Expected (provision) benefit at the U.S. federal statutory rate	$	(179,781	)			(21.0	)%		$	281,816			21.0	%
State and local income taxes, net of federal benefit		—				—				—			—
Foreign tax differential		—				—				—			—
Non-deductible amortization of debt discount		(88,310	)			(10.3	)%			(14,111	)		(1.1	)%
Non-taxable change in fair value of derivative liabilities		56,992				6.6	%			7,090			0.5	%
Non-deductible stock-based compensation		(73,952	)			(8.6	)%			(80,695	)		(6.0	)%
Non-taxable gain on extinguishment and settlement of debt		613,831				71.7	%			152,262			11.4	%
Non-deductible expenses and other		—				—				—			—
True-up of prior-year net operating loss estimate		—				—				56,638			4.2	%
Change in valuation allowance		(328,780	)			(38.4	)%			(403,000	)		(30.0	)%
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. Amounts in the rate reconciliation are presented in whole dollars, and percentages are rounded to one decimal place so that each column sums to the effective rate; the fiscal 2026 percentage for the non-taxable change in fair value of derivative liabilities (6.66%) is presented as 6.6% and the fiscal 2025 percentage for the non-taxable gain on extinguishment (11.35%) is presented as 11.4% for that purpose. The fiscal 2025 true-up of the prior-year net operating loss estimate of $56,638 represents the difference between the $403,000 increase in the deferred tax asset for net operating loss carryforwards during fiscal 2025 (from $8,416,000 at June 30, 2024 to $8,819,000 at June 30, 2025) and the $346,362 tax effect of the fiscal 2025 taxable loss presented above; the true-up was fully offset by a corresponding increase in the valuation allowance and had no effect on the income tax provision.

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 $1,364,165 and produced pre-tax book income of $856,102. Because that gain is not taxable, it is removed in determining taxable income, with the result that the Company continues to generate a taxable loss of $1,565,619 for the year despite reporting book income.

Reconciliation of Book Income (Loss) to Taxable Loss

	2026			2025
Net income (loss) per books	$	856,102			$	(1,341,979	)
Permanent differences:
Amortization of debt discount		420,524				67,194
Change in fair value of derivative liabilities		(271,391	)			(33,761	)
Stock-based compensation		352,150				384,260
Gain on extinguishment and settlement of debt		(2,923,004	)			(725,059	)
Total permanent differences		(2,421,721	)			(307,366	)
Taxable loss	$	(1,565,619	)		$	(1,649,345	)

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	$	9,147,780			$	8,819,000
Other		—				—
Total deferred tax assets		9,147,780				8,819,000
Valuation allowance		(9,147,780	)			(8,819,000	)
Net deferred tax assets	$	—			$	—

The deferred tax asset related to net operating loss (“NOL”) carryforwards was calculated using the federal statutory rate of 21% applied to the Company’s estimated cumulative federal NOLs of approximately $43.56 million as of June 30, 2026 and approximately $42.0 million as of June 30, 2025. The increase in the valuation allowance during the year ended June 30, 2026 was $328,780.

As of June 30, 2026, the Company had estimated federal NOL carryforwards of approximately $43.56 million. NOLs generated in tax years beginning before January 1, 2018 expire in various years through fiscal 2037. NOLs generated in tax years beginning after December 31, 2017 may be carried forward indefinitely but are subject to the 80% of taxable income limitation under the Tax Cuts and Jobs Act.

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.

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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 500,000,000 shares of common stock to PT Smart Green Technologies for $375,000 during fiscal 2026; the sale of three Series AA Convertible Preferred Stock shares to PT Smart Green Technologies for $300,000; the issuance of Series D Convertible Preferred Stock to an officer and two former directors; and, as described in Note 16 — Subsequent Events, the August 2026 sale of common stock to PT Smart Green Technologies. PT Smart Green Technologies is an affiliate of the Company by virtue of its ownership interest and is controlled by Dr. Niclas Adler.

In April 2026, the Company settled $1,526,096 of accrued salary owed to Mark B. Lucky, the Company’s Chief Financial Officer and a director, through the issuance of 21,623,056 shares of common stock with a fair value of $71,356; the $1,454,740 excess of the accrued salary settled over the fair value of the shares was recorded as a capital contribution to additional paid-in capital (see Note 13). On April 2, 2026, the Company paid Mr. Lucky a $10,000 deal fee and paid Paul R. Taylor, before his appointment as Chairman and Chief Executive Officer, a $25,000 reorganization fee, each of which was recorded as consulting expense. During the three months ended June 30, 2026, the Company paid Mr. Taylor $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.

In April 2026, the Company issued 363,359 shares of Series D Convertible Preferred Stock to an officer and two former directors in settlement of amounts due to them for working capital advances and unreimbursed out-of-pocket expenses (Thomas Grbelja, 351,159 shares; Paul Favata, 8,000 shares; and Mark Lucky, 4,200 shares) (see Note 6 – Accrued Interest Payable and Note 7 – Stockholders’ Deficit). The $3,956 excess of the $4,200 owed to Mr. Lucky over the fair value of the Series D Convertible Preferred Stock issued to him was recognized as a capital contribution to additional paid-in capital. Because Messrs. Grbelja and Favata had resigned as directors on April 7, 2026 and were not related parties of the Company on April 16, 2026, the date on which the terms of their exchanges were agreed and the exchange agreements were signed, the $338,328 excess of the $359,159 owed to them over the $20,831 fair value of the Series D Convertible Preferred Stock issued to them was recognized as a gain on extinguishment of debt (see Note 7 and Note 9). Because Messrs. Grbelja and Favata served as directors during fiscal 2026, these transactions are also described in Item 13.

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. $0 in advances remain outstanding as of June 30, 2026. Mr. Lucky is owed $3,754 for out-of-pocket expenses as of June 30, 2026, which is included on the balance sheet in Accounts payable and accrued expenses.

Between April 27, 2026 and June 8, 2026, while Cheddi Rai, the holder of approximately 25.5% of the equity of ConnexUS AI Inc., served as the Company’s Chief Operating Officer and Chief Technology Officer, the Company advanced $64,942 to ConnexUS AI Inc. in connection with the proposed acquisition described in Note 10. These advances, together with $134,173 advanced before Mr. Rai’s appointment, were written off upon termination of the proposed transaction on June 8, 2026.

NOTE 13: ACCRUED COMPENSATION

Accrued compensation consists of the following at:

	June 30,
	2026		2025
Accrued compensation - officers	$	23,333		$	1,385,395
Accrued compensation - staff		65,825			1,171,033
	$	89,158		$	2,556,428

At June 30, 2026, accrued compensation was $89,158, consisting of $23,333 attributable to officers and $65,825 attributable to staff.

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 40,000,000 shares of its common stock to certain consultants and employees and to Mark B. Lucky, the Company’s Chief Financial Officer and director, in settlement of accrued salaries, compensation and other amounts due totaling $2,834,819. The shares were issued at a then-prevailing fair value of $0.0033 per share, resulting in an aggregate fair value of $132,000.

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:

	Shares Issued		Fair Value Per Share			Fair Value of Shares		Accrued Obligations Settled	Gain on Settlement		Capital Contribution / 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

The Company determined the fair value of the common stock issued based on the then-prevailing market price of its common stock. The aggregate $1,248,079 gain recognized in connection with the settlement of obligations owed to consultants and employees is reflected in the Company's results of operations for fiscal 2026. The $1,454,740 excess related to the settlement of obligations owed to Mr. Lucky was recorded as a capital contribution and included in APIC, consistent with the related party capital transaction guidance in ASC 470-50-40-2.

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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 $316,800 in fiscal 2026 and $204,850 in fiscal 2025. Management estimates the exposure for employment taxes, penalties and interest at approximately $65,000 to $125,000.

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 $400,000 for the Chief Financial Officer and $251,846 for the Chief Executive Officer) and provide for severance upon a qualifying termination ranging from twelve months of base salary continuation up to, in the case of a termination following a change of control, a lump-sum payment of up to three times base salary and average annual bonus. The Chief Executive Officer's agreement also provides for a non-discretionary performance bonus equal to 3.0% of gross increases in the Company's market capitalization, with unpaid balances accruing interest at 13% per annum, and requires the Company to maintain a $5,000,000 directors' and officers' liability insurance policy covering the Chief Executive Officer for at least ten years following termination of employment. These obligations are contingent upon continued employment, the occurrence of specified triggering events, or both, and, other than base salary as services are rendered, are not reflected as liabilities in the accompanying consolidated financial statements. Given the Company's working capital deficit and history of recurring losses, there can be no assurance that the Company will have sufficient resources to satisfy these obligations if and when they become due. See Item 11 - Executive Compensation for a complete description of these agreements.

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.

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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	$	-		$	-		$	7,805
Equity-classified warrants (not a derivative liability)		-			-			-
Total derivative liability	$	-		$	-		$	7,805

The following is the Level 3 activity for the Company’s convertible-note derivative liabilities:

Derivative liability at June 30, 2024	$	41,566
Initial recognition of derivative liabilities (recorded as debt discount)		-
Gain on change in fair value of derivative liability		(33,761	)
Derivative liability at June 30, 2025	$	7,805
Initial recognition of derivative liabilities (recorded as debt discount)		263,586
Gain on change in fair value of derivative liability		(271,391	)
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 $0.058 per share, or $83,802 in the aggregate. Management used conversion parity 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 Common Stock shares issuable for each Series D share. A $0.001 change in the VWAP would change the aggregate conversion-parity measurement by approximately $28,897. Management considered the Series D dividend, liquidation preference, anti-dilution feature and issuer call right and concluded that none warranted a separately measurable premium or discount as of the measurement date. See Note 7.

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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 2,000,000 shares. The reverse split will not change the par value of the common stock or the relative voting rights of the Series AA Convertible Preferred Stock. The conversion ratios of the Series A, Series B and Series D Convertible Preferred Stock will be adjusted proportionately to reflect the reverse split, so that after the reverse split the Series A and Series B Convertible Preferred Stock would be convertible into approximately 13,754 shares of common stock in the aggregate and the Series D Convertible Preferred Stock would be convertible into approximately 19,731 shares of common stock. No fractional shares will be issued in connection with the reverse split; fractional interests of one-half of a share or more will be rounded up to the nearest whole share, and fractional interests of less than one-half of a share will be rounded down. The reverse split will become effective upon FINRA's announcement of the reverse split under FINRA Rule 6490.

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 120,000,000 shares of its common stock to PT Smart Green Technologies, an affiliate of the Company by virtue of its ownership interest (see Note 7 — Stockholders’ Deficit), at a purchase price of $0.0009 per share, for net proceeds of $108,000. As a result of this transaction, the Company’s shares of common stock issued and outstanding increased from 1,149,509,667 at June 30, 2026 to 1,269,509,667 as of October 13, 2026, the date of the most recent share count reported in this Annual Report. Following this purchase, PT Smart Green Technologies holds 620,000,000 shares of common stock (approximately 48.8% of the common stock outstanding) and three of the four outstanding shares of Series AA Convertible Preferred Stock (see Note 7).

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 $35,000 for 35,000 shares of Series D Convertible Preferred Stock, $0.001 par value per share, at the $1.00 per share stated value. The shares were issued in uncertificated, book-entry form. Separately from, and not as consideration for, the shares issued, the Holders forgave $57,211 of accrued interest on the notes, the notes were cancelled, and the Holders released the Company from all claims relating to the notes and accrued interest of $57,211. The four notes and the related accrued interest were outstanding at June 30, 2026 (see Note 4).

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 3% cumulative dividend on stated value, payable quarterly in arrears in cash or, at the Company’s election, in additional shares of Series D Convertible Preferred Stock; conversion at the holder’s election into Common Stock at a fixed conversion price of $0.05 per share, subject to anti-dilution adjustment; and redemption by the Company at 103% of stated value plus accrued and unpaid dividends upon the closing of a Qualifying Transaction. The 35,000 shares are convertible into 700,000 shares of Common Stock before any anti-dilution adjustment. Following the exchange, 1,479,859 shares of Series D Convertible Preferred Stock are outstanding, compared with 1,444,859 shares outstanding at June 30, 2026.

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 $0.016424 per share, or approximately $575 in the aggregate, based on the 20 shares of common stock into which each Series D share is convertible ($1.00 stated value divided by the $0.05 conversion price) multiplied by the volume-weighted average price of the Company’s common stock of $0.0008212 per share. Based on that estimate, the Company expects to recognize a gain on extinguishment of debt of approximately $91,636 in the quarter ending September 30, 2026, consisting of $57,211 from the forgiveness of accrued interest and $34,425 from the excess of the $35,000 of principal extinguished over the estimated fair value of the Series D shares issued. Consistent with the classification described in Note 7, the Series D shares issued will be presented as temporary (mezzanine) equity. The actual gain will be determined as of the settlement date and may differ from this estimate, including as a result of interest accrued on the notes after June 30, 2026. Other than as described above, there have been no other subsequent events that require recognition or disclosure in the accompanying consolidated financial statements.

F-29

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