Quarterly Report for Quarter Ending September 30, 2024 (Form 10-Q)

vism_10q.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended September 30, 2024

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

For the transition period from ___________ to _________.

Commission file number 000-25753

VISIUM TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Florida		87-0449667
(State of Incorporation)		(IRS Employer Identification No.)

4094 MAJESTIC LANE, SUITE 360

FAIRFAX, VA 22033

(Address of principal executive offices)

(703) 273-0383

Registrant's telephone number, including area code:

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

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

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

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

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

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

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

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

The number of shares outstanding of the registrant's Common Stock, $0.0001 par value per share, as of November 15, 2024, was 242,394,599.

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

CAUTIONARY STATEMENT REGARDING FORWARD LOOKING INFORMATION

This quarterly report on Form 10-Q contains certain forward-looking statements. Forward-looking statements may include our statements regarding our goals, beliefs, strategies, objectives, plans, including product and service developments, future financial conditions, results or projections or current expectations. In some cases, you can identify forward-looking statements by terminology such as "may," "will," "should," "expect," "plan," "anticipate," "believe," "estimate," "predict," "potential" or "continue," the negative of such terms, or other comparable terminology. These statements are subject to known and unknown risks, uncertainties, assumptions and other factors that may cause actual results to be materially different from those contemplated by the forward-looking statements. These factors include, but are not limited to, our ability to implement our strategic initiatives, economic, political and market conditions and fluctuations, government and industry regulation, interest rate risk, U.S. and global competition, and other factors. Most of these factors are difficult to predict accurately and are generally beyond our control. You should consider the areas of risk described in connection with any forward-looking statements that may be made herein. The business and operations of Visium Technologies, Inc. are subject to substantial risks, which increase the uncertainty inherent in the forward-looking statements contained in this report. Except as required by law, we undertake no obligation to release publicly the result of any revision to these forward-looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. Further information on potential factors that could affect our business is described under "Item 1A. Risk Factors" in our Form 10-K as filed with the Securities and Exchange Commission, or the SEC, on October 6, 2024. Readers are also urged to carefully review and consider the various disclosures we have made in this report and in our registration statement on Form 10-K.

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VISIUM TECHNOLOGIES, INC.

INDEX

PART I - FINANCIAL INFORMATION	4
Item 1. Financial Statements	4
Consolidated Balance Sheets - September 30, 2024 (unaudited) and June 30, 2024	4
Consolidated Statements of Operations - Three Months ended September 30, 2024 and 2023 (unaudited)	5
Consolidated Statements of Changes in Stockholders' Deficit (unaudited) - Three Months ended September 30, 2024 and 2023	6
Consolidated Statements of Cash Flows - Three Months Ended September 30, 2024 and 2023 (unaudited)	8
Notes to Unaudited Consolidated Financial Statements - September 30, 2024	9
Item 2. Management's Discussion and Analysis and Results of Operations	20
Item 3. Quantitative and Qualitative Disclosures About Market Risk	25
Item 4. Controls and Procedures	25
PART II - OTHER INFORMATION	26
Item 1. Legal Proceedings.	26
Item 1A. Risk Factors.	26
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.	26
Item 3. Defaults Upon Senior Securities.	26
Item 4. Mine Safety Disclosures.	26
Item 5. Other Information.	26
Item 6. Exhibits	26
SIGNATURES	27

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PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

VISIUM TECHNOLOGIES, INC.

CONSOLIDATED BALANCE SHEETS

		September 30, 2024			June 30, 2024(1)
		(Unaudited)
ASSETS
Current assets:
Cash		$	8,102			$	8,456
Total current assets			8,102				8,456
Total assets		$	8,102			$	8,456
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accounts payable and accrued expenses		$	1,132,739			$	1,094,516
Accrued compensation			2,140,529				1,986,279
Due to officer			239,159				182,633
Accrued interest			208,198				540,116
Convertible notes payable, net of discount of $4,523 and $7,022, as of September 30, 2024 and June 30, 2024, respectively			288,523				534,361
Derivative liability			15,455				41,566
Notes payable, net of discount of $22,475 and $27,126, as of September 30, 2024 and June 30, 2024, respectively			685,179				777,954
Total current liabilities			4,709,782				5,157,425
Commitments and contingencies (Note 11)
Stockholders' deficit:
Preferred stock
Series A Convertible Stock ($0.001 par value; 20,000,000 shares authorized, 13,992,340 shares issued and outstanding as of September 30, 2024 and June 30, 2024, respectively)			13,992				13,992
Series B Convertible Stock ($0.001 par value 30,000,000 shares authorized, 1,327,640 shares issued and outstanding as of September 30, 2024 and June 30, 2024, respectively)			1,328				1,328
Series C Convertible Stock ($0.001 par value 30,000 shares authorized, no shares issued and outstanding as of September 30, 2024 and June 30, 2024, respectively)			-				-
Series AA Convertible Stock ($0.001 par value; 1 share authorized, 1 share issued and outstanding as of September 30, 2024 and June 30, 2024, respectively)			0				0
Common stock, $0.0001 par value, 3,000,000,000 shares authorized: 242,494,599 shares issued and outstanding at September 30, 2024, and 213,953,591 shares issued and outstanding at June 30, 2024, respectively (See Note 6)			24,251				21,397
Additional paid in capital			57,679,623				57,561,804
Accumulated deficit			(62,420,874	)			(62,747,490	)
Total stockholders' deficit			(4,701,680	)			(5,148,969	)
Total liabilities and stockholders' deficit		$	8,102			$	8,456

(1) Derived from audited financial statements

SEE NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS.

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VISIUM TECHNOLOGIES, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

		Three Months Ended September 30,
		2024			2023
Net revenues		$	-			$	-
Operating expenses:
Selling, general and administrative			370,466				508,140
Development expense			-				28,363
Total Operating Expenses			370,466				536,503
Loss from Operations			(370,466	)			(536,503	)
Other income (expenses):
Gain (loss) on change in fair value of derivative liabilities			26,111				(60,396	)
Gain on extinguishment of debt			725,059				54,730
Interest expense			(54,088	)			(46,530	)
Total other income (expenses)			697,082				(52,196	)
Net income (loss)		$	326,616			$	(588,699	)
Income (loss) per common share basic		$	0.00			$	(0.02	)
Income (loss) per common share diluted		$	0.00			$	-
Weighted average common shares outstanding - basic			229,028,045				36,316,174
Weighted average common shares outstanding - diluted			259,194,421				36,316,174

SEE NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS.

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VISIUM TECHNOLOGIES, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2024

(UNAUDITED)

		Preferred Stock - Series A $0.001 Par Value			Preferred Stock - Series B $0.001 Par Value			Preferred Stock - Series C $0.001 Par Value			Preferred Stock - Series AA $0.001 Par Value			Common Stock $0.001 Par Value			Additional Paid-in			Accumulated			Total Stockholders'
		Shares			Amount			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				0			$	-				1			$	0				213,953,591			$	21,397			$	57,561,804			$	(62,747,490	)		$	(5,148,969	)
Shares issued as compensation to directors and officers																																			12,500,000				1,250				51,250								52,500
Shares issued for consulting services																																			5,350,000				535				22,735								23,270
Shares issued for conversion of notes payable																																			10,691,000				1,069				43,833								44,902
Net income (loss) for the three months ended September 30, 2024																																															326,616				326,616
Balance at September 30, 2024			13,992,340				13,992				1,327,670			$	1,328				0			$	-				1			$	0				242,494,599			$	24,251			$	57,679,623			$	(62,420,874	)		$	(4,701,680	)

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VISIUM TECHNOLOGIES, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2023

(UNAUDITED)

		Preferred Stock - Series A $0.001 Par Value			Preferred Stock - Series B $0.001 Par Value			Preferred Stock - Series AA $0.001 Par Value			Common Stock $0.0001 Par Value			Additional Paid-in			Accumulated			Total Stockholders'
		Shares			Amount			Shares			Amount			Shares			Amount			Shares			Amount			Capital			Deficit			Deficit
Balance at June 30, 2023			13,992,340			$	13,992				1,327,670			$	1,328				1			$	0				29,844,713			$	2,987			$	55,597,779			$	(59,869,400	)		$	(4,253,314	)
Shares issued as compensation to directors and officers																											3,720,000				372				62,496								62,868
Shares issued for consulting services																											1,139,166				114				47,237								47,351
Shares issued to employees																											240,000				24				4,031								4,055
Shares issued for conversion of notes payable																											10,578,500				1,057				110,848								111,905
Net loss for the three months ended September 30, 2023																																							(588,699	)			(588,699	)
Balance at September 30, 2023			13,992,340			$	13,992				1,327,670			$	1,328				1			$	0				45,522,379			$	4,554			$	55,822,391			$	(60,458,059	)		$	(4,615,834	)

SEE NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS.

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VISIUM TECHNOLOGIES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

		Three-months ended
		September 30,
		2024			2023
Cash flows from operating activities:
Net income (loss)		$	326,616			$	(588,699	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock based compensation			75,770				114,275
(Gain) loss on change in derivative liabilities			(26,111	)			60,396
Gain on extinguishment of debt			(725,059	)			(54,730	)
Amortization of debt discount			12,150				11,235
Changes in operating assets and liabilities:
Accounts payable			42,143				150,702
Prepaid expenses			-				(58,339	)
Accrued interest			29,641				63,201
Accrued compensation			154,250				156,250
Net cash used in operating activities			(110,600	)			(145,709	)
Cash flows from financing activities:
Advances from officers			56,526				18,056
Repayment of convertible notes payable			-				(44,250	)
Proceeds from convertible notes			-				83,000
Proceeds from promissory notes			75,000				135,000
Repayment of promissory notes payable			(21,281	)			(25,548	)
Net cash provided by financing activities			110,245				166,258
Net increase (decrease) in cash			(355	)			20,549
Cash, beginning of period			8,456				9,982
Cash, end of period		$	8,102			$	30,531
Supplemental disclosures of cash flow information:
Cash paid for interest		$	3,151			$	9,541
Cash paid for income taxes		$	-			$	-
Non-cash investing and financing activities:
Issuance of common stock for conversion of notes payable and accrued interest		$	44,902			$	111,905

SEE NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS.

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VISIUM TECHNOLOGIES, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024

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 provider of cyber security visualization, big data analytics and automation that operates in the traditional cyber security space, as well as in the cloud-based technology and Internet of Things spaces. In March 2019, Visium entered into a software license agreement with MITRE Corporation to license a patented technology known as CyGraph, a tool for cyber warfare analytics, visualization and knowledge management. CyGraph is a military-grade, highly scalable big data analytics tool for cyber security, based on graph database technology. The development of the technology was sponsored by the US Army and is currently in use by the U.S. Army Cyber Command. CyGraph provides advanced analytics for cybersecurity situational awareness that is scalable, flexible and comprehensive. Visium has completed significant proprietary product development efforts to commercialize CyGraph which the Company has rebranded as TruContext^TM. The commercialization efforts included adding functionality to the core technology to make it a native cloud application, adding multi-user and multi-tenant capability, enhancing the graphical user interface, ("GUI") to make the application more intuitive to use, and adding enhanced dashboard and reporting capabilities. TruContext^TM would typically be deployed by an enterprise and be used by the cyber analyst to intuitively understand the massive amount of data flowing through the network environment, giving him actionable information in real-time to ensure that the network is protected from threats. The analyst will understand the relationships of the assets in the data center, the communication patterns, and cybersecurity exposures, in real-time.

The Company is entering the digital transformation and data center design and construction market after it landed a contract in November, 2023 valued at over $20 million from its partner, Cybastion Institute of Technology. The contract is to oversee the design and construction of data centers in the Republic of Côte d'Ivoire and the Republic of Benin. Visium is tasked with creating data centers that meet specific requirements and standards, ensuring optimal performance and reliability. The scope of work includes data center architecture and design, power civil engineering, controls and distribution systems, rack layouts, network topology, vendor high availability, and a comprehensive security stack solution which will include Visium's proprietary TruContext^TM cybersecurity platform. As of September 30, 2024 no activity has occurred pursuant to this contract.

In April 2021 the Company created JAJ Advisory, LLC, a Viriginia limited liability company. The LLC was established to account for non-cybersecurity related business activities that the Company may pursue. As of September 30, 2024 there has been no activity in this subsidiary.

Going Concern

The accompanying consolidated financial statements have been prepared on a going concern basis. For the three months ended September 30, 2024 we had net income of $326,616, and had net cash used in operating activities of $110,600 and negative working capital of $4,701,680. These matters raise substantial doubt about the Company's ability to continue as a going concern for a period of one year from the date of this filing. The Company's ability to continue as a going concern is dependent upon its ability to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due, to fund possible future acquisitions, and to generate profitable operations in the future. Management plans to provide for the Company's capital requirements by continuing to issue additional equity and debt securities. The outcome of these matters cannot be predicted at this time and there are no assurances that, if achieved, the Company will have sufficient funds to execute its business plan or generate positive operating results. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis of Presentation

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

These unaudited consolidated financial statements should be read in conjunction with the Company's audited financial statements for the year ended June 30, 2024, contained in the Company's Annual Report on Form 10-K filed with the SEC on September 30, 2024. The results of operations for the three months ended September 30, 2024, are not necessarily indicative of results to be expected for any other interim period or the fiscal year ending June 30, 2025.

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VISIUM TECHNOLOGIES, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Fiscal Year

The fiscal year ends on June 30. References to fiscal year 2025, for example, refer to the fiscal year ending June 30, 2025.

Principles of Consolidation

The accompanying consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles and include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidation.

Use of Estimates

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reporting amounts of revenues and expenses during the reported period. Actual results will differ from those estimates. Included in these estimates are assumptions used in Cox, Ross & Rubinstein Binomial Tree stock-based compensation valuation methods, such as expected volatility, risk-free interest rate, and expected dividend rate and in the valuation allowance of deferred tax assets and derivative liability.

Cash and Cash Equivalents

The Company considers all highly liquid, temporary, cash equivalents or investments with an original maturity of three months or less when purchased, to be cash equivalents. The Company had no cash equivalents during the three months ended September 30, 2024 and year ended June 30, 2024.

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 September 30, 2024 and June 30, 2024, the Company did not exceed these FDIC limits.

Derivative Liabilities

The Company assessed the classification of its derivative financial instruments as of September 30, 2024 and June 30, 2024 which consist of convertible instruments and rights to shares of the Company's common stock and determined that such derivatives meet the criteria for liability classification under ASC 815.

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

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VISIUM TECHNOLOGIES, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued

The Company uses judgment in determining the fair value of derivative liabilities at the date of issuance and at every balance sheet thereafter and in determining which valuation method is most appropriate for the instrument, the expected volatility, the implied risk-free interest rate, as well as the expected dividend rate, if any. The Company recorded a derivative liability as of September 30, 2024 of $15,455.

Fair Value of Financial Instruments

The Company accounts for assets and liabilities measured at fair value on a recurring basis, in accordance with ASC Topic 820, Fair Value Measurements and Disclosures, or ASC 820. ASC 820 establishes a common definition for fair value to be applied to existing generally accepted accounting principles that require the use of fair value measurements, establishes a framework for measuring fair value, and expands disclosure about such fair value measurements.

ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Additionally, ASC 820 requires the use of valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized below:

Level 1:	Observable inputs such as quoted market prices in active markets for identical assets or liabilities.
Level 2:	Observable market-based inputs or unobservable inputs that are corroborated by market data.
Level 3:	Unobservable inputs for which there is little or no market data, which require the use of the reporting entity's own assumptions.

The following is the Level 3 activity for the Company's derivatives:

Derivative liability at June 30, 2024		$	41,566
Gain on change in fair value of derivative liability			(26,111	)
Derivative liability at September 30, 2024		$	15,455

Additional Disclosures Regarding Fair Value Measurements

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

Convertible Instruments

The Company accounts for convertible instruments (when it has determined that the embedded conversion options should not be bifurcated from their host instruments) in accordance with ASC 470-20, Debt with Conversion and Other Options. Accordingly, the Company records, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt to their earliest date of redemption. The Company also records deemed dividends for the intrinsic value of conversion options embedded in preferred shares based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note.

ASC 815-40, Contracts in Entity's own Equity, generally provides that, among other things, if an event is not within the entity's control, such contract could require net cash settlement and shall be classified as an asset or a liability.

The Company determines whether the instruments issued in the transactions are considered indexed to the Company's own stock. During fiscal years 2014 through 2024 the Company's issued convertible securities with variable conversion provisions that resulted in derivative liabilities. See discussion above under derivative liabilities that resulted in a change in derivative liability accounting.

Revenue Recognition

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

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VISIUM TECHNOLOGIES, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued

Income Taxes

The Company accounts for income taxes pursuant to the provisions of ASC 740-10, "Accounting for Income Taxes," which requires, among other things, an asset and liability approach to calculating deferred income taxes. The asset and liability approach requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. A valuation allowance is provided to offset any net deferred tax assets for which management believes it is more likely than not that the net deferred asset will not be realized.

The Company follows the provisions of ASC 740-10, "Accounting for Uncertain Income Tax Positions". When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. In accordance with the guidance of ASC 740-10, the benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above should be reflected as a liability for uncertain tax benefits in the accompanying balance sheet along with any associated interest and penalties that would be payable to the taxing authorities upon examination. The Company believes its tax positions are all highly certain of being upheld upon examination. As such, the Company has not recorded a liability for uncertain tax benefits.

The Company has adopted ASC 740-10-25, "Definition of Settlement", which provides guidance on how an entity should determine whether a tax position is effectively settled for the purpose of recognizing previously unrecognized tax benefits and provides that a tax position can be effectively settled upon the completion of an examination by a taxing authority without being legally extinguished. For tax positions considered effectively settled, an entity would recognize the full amount of tax benefit, even if the tax position is not considered more likely than not to be sustained based solely on the basis of its technical merits and the statute of limitations remains open. As of September 30, 2024, the Company had not filed tax returns for the tax years ending June 30, 2008 through 2024 and such returns, when filed, potentially will be subject to audit by the taxing authorities for a minimum of three years beyond the filing date under the three-year statute of limitations. The Company has not accrued any potential tax penalties associated with not filing these tax returns. Due to recurring losses, management believes such potential tax penalties, if any, would not be material in amount.

Share-Based Payments

The Company accounts for stock-based compensation in accordance with ASU 2020-07, Compensation - Stock Compensation (Topic 718). This update is intended to reduce cost and complexity and to improve financial reporting for share-based payments issued to non-employees (for example, service providers, external legal counsel, suppliers, etc.). The ASU expands the scope of Topic 718, Compensation-Stock Compensation, which currently only includes share-based payments issued to employees, to also include share-based payments issued to non-employees for goods and services. Consequently, the accounting for share-based payments to non-employees and employees is substantially aligned.

Under ASC Topic 718, "Compensation - Stock Compensation". Under the fair value recognition provisions of this topic, stock-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as an expense on a straight-line basis over the requisite service period, which is the vesting period.

The Company has elected to use the Cox, Ross & Rubinstein Binomial Tree valuation model to estimate the fair value of its options, which incorporates various subjective assumptions including volatility, risk-free interest rate, expected life, and dividend yield to calculate the fair value of stock option awards. Compensation expense recognized in the statements of operations is based on awards ultimately expected to vest and reflects estimated forfeitures. ASC 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates.

Segment Reporting

The Company operates in one business segment which technologies are focused on professional services and cybersecurity.

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VISIUM TECHNOLOGIES, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued

Recent Accounting Pronouncements

All new accounting pronouncements issued but not yet effective are not expected to have a material impact on our results of operations, cash flows or financial position. There have been no new accounting pronouncements not yet effective that have significance to our consolidated financial statements.

Basic and Diluted Earnings Per Share

Basic earnings per share are calculated by dividing income available to stockholders by the weighted-average number of shares of Common Stock outstanding during each period. Diluted earnings per share are computed using the weighted average number of shares of Common Stock and the dilutive Common Stock share equivalents outstanding during the period. Dilutive Common Stock share equivalents consist of shares issuable upon the exercise of in-the-money stock options and warrants (calculated using the modified-treasury stock method) and conversion of other securities such as convertible debt or convertible preferred stock. Potential common shares that would be as follows:

		September 30,			June 30,
		2024			2024
Weighted average common shares outstanding			229,028,045				102,376,772
Effect of dilutive securities-when applicable:
Convertible promissory notes			30,151,094				39,637,009
Preferred stock			15,282				11,348
Common stock options			-				2,222
Warrants			-				5,114,576
Fully diluted earnings per share-adjusted weighted-average shares and assumed conversions			259,194,421				147,141,927

Antidilutive shares excluded from the diluted earnings per share computation were as follows:

Common stock options			2,222				-
Warrants			5,114,576				-
Total antidilutive securities			5,116,798				-

NOTE 3: DERIVATIVE LIABILITY

Derivative liability - convertible notes

The Company has certain convertible notes with variable price conversion terms. Upon the issuance of these convertible notes and as a consequence of their conversion features, the convertible notes give rise to embedded derivative liabilities. The Company's derivative liabilities related to its convertible notes payable have been measured at fair value at September 30, 2024 and June 30, 2024 using the Cox, Ross & Rubinstein Binomial Tree valuation model.

The revaluation of the convertible debt at each reporting period, as well as the charges associated with issuing additional convertible notes with price protection features, resulted in the recognition of a gain of $26,111 and loss of $60,396 for the three months September 30, 2024 and 2023, respectively in the Company's consolidated statements of operations, under the caption "Gain (loss) in change of fair value of derivative liability". The fair value of the derivative liability related to the convertible debt at September 30, 2024 and June 30, 2024 is $15,455 and $41,566, respectively, which is reported on the consolidated balance sheet under the caption "Derivative liability".

The Company has determined its derivative liability to be a Level 3 fair value measurement. The significant assumptions used in the Cox, Ross & Rubinstein Binomial Tree valuation of the derivative are as follows:

		Three Months Ended September 30,
		2024			2023
Effective exercise price		$	0.00138			$	0.00784
Effective market price		$	0.0028			$	0.0252
Expected volatility			276.19	%			192.39	%
Risk-free interest			4.87	%			5.6	%
Expected terms		60 days			60 days
Expected dividend rate			0	%			0	%

Changes in the derivative liabilities during the three months ended September 30, 2024 is follows:

Derivative liability at June 30, 2024		$	41,566
Loss on change in fair value of derivative liability		$	(26,111	)
Derivative liability at September 30, 2024		$	15,455

NOTE 4: ACCRUED INTEREST PAYABLE

Changes in accrued interest payable during the three months ended September 30, 2024 is as follows:

Accrued interest payable at June 30, 2024		$	540,116
Conversion of accrued interest into common stock			(3,315	)
Interest expense paid in cash			(3,152	)
Interest expense accrued for the three months ended September 30, 2024			36,107
Write off of accrued interest payable			(361,559	)
Accrued interest payable at September 30, 2024		$	208,198

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VISIUM TECHNOLOGIES, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024

NOTE 5: CONVERTIBLE NOTES PAYABLE AND NOTES PAYABLE

Convertible Notes Payable

At September 30, 2024 and June 30, 2024 convertible debentures consisted of the following:

		September 30,			June 30,
		2024			2024
Convertible notes payable		$	293,046			$	541,383
Discount on convertible notes			(4,523	)			(7,022	)
Convertible notes, net		$	288,523			$	534,361

The Company had convertible promissory notes aggregating approximately $288,523 and $534,361 at September 30, 2024 and June 30, 2024, respectively. The related accrued interest amounted to approximately $121,655 and $251,455 at September 30, 2024 and June 30, 2024, respectively. The convertible notes payable bear interest at rates ranging from 0% to 18% per annum. The convertible notes are generally convertible, at the holders' option, at rates ranging from $0.0042 to $22,500 per share, as a result of the two reverse stock splits. At September 30, 2024, approximately $239,623 of convertible promissory notes had matured, are in default and remain unpaid. There are no punitive default provisions included in the terms of these convertible promissory notes.

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

Convertible payable at June 30, 2024		$	534,361
Convertible notes issued during the three months ended September 30, 2024			-
Convertible notes repaid in cash			-
Discount amortization related to convertible notes payable			2,499
Write off of convertible note principal balance			(208,500	)
Conversion of convertible notes payable into common stock			(39,838	)
Convertible payable at September 30, 2024		$	288,523

For the three months ended September 30, 2024, 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
Mast Hill			10,691,000				39,838				3,315				1,750				44,902				0.0042
Total			10,691,000			$	39,838			$	3,315			$	1,750			$	44,902			$	0.0042

In July 2024 the Company obtained a legal opinion to extinguish aged debt totaling $725,059 as detailed in the following table. Each of the individual debt instruments were determined to be beyond the statute of limitations and it was determined that the Company has a complete defense to liability related to this debt under the applicable statute of limitations. For the three months ended September 30, 2024 the gain on extinguishment of debt was:

Accrued interest expense		$	361,559
Convertible notes payable			208,500
Promissory notes payable			155,000
Gain on extinguishment of debt for the three months ended September 30, 2024		$	725,059

In the three months ended September 30, 2023 the noteholders converted the principal and interest related to these notes at a conversion rate of $0.0169 per share when the then prevailing market price was at a lower price, resulting in a gain on the extinguishment of this debt of $66,765. In addition, the Company repaid a convertible note in cash in September 2023. The repayment terms included a premium provision, resulting in a loss on the extinguishment of this debt of $12,035.

A recap of the Gain on extinguishment of debt for the three months ended September 30, 2023 is as follows:

Loss on extinguishment of debt related to payoff of convertible note		$	(12,035	)
Gain on extinguishment of debt related to note conversions			66,765
Gain on extinguishment of debt for the three months ended September 30, 2023		$	54,730

In February 2022, the Company entered into Securities Purchase Agreements with three investors pursuant to which each investor purchased a promissory note, The Notes are convertible into shares of the Company's common stock at a conversion price of $2.43 per share, subject to adjustment as provided therein.

These notes had price protection provisions that allow for the reduction in the current conversion price upon the occurrence of certain events, including the Company's issuance of common stock or securities convertible into or exercisable for common stock, such as options and warrants, at a price per share less than the conversion price then in effect. For instance, if the Company issues shares of its common stock or options exercisable for or securities convertible into common stock at an effective price per share of common stock less than the exercise price then in effect, the conversion price will be reduced to the effective price of the new issuance.

Notes Payable

The Company had promissory notes aggregating $685,179 and $777,954 at September 30, 2024 and June 30, 2024, respectively. The related accrued interest amounted to approximately $86,573 and $288,661 at September 30, 2024 and June 30, 2024, respectively. The notes payable bear interest at rates ranging from 0% to 16% per annum and are payable monthly. Promissory notes totaling $275,000 have matured as of September 30, 2024, and are in default.

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VISIUM TECHNOLOGIES, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024

NOTE 6: STOCKHOLDERS' DEFICIT

Common Stock

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

At September 30, 2024, the Company had 3,000,000,000 authorized common shares.

At September 30, 2024, the Company has 242,394,599 common shares issued outstanding.

Issuances of Common Stock During the Three Months Ended September 30, 2024

Convertible Notes Payable

During the three months ended September 30, 2024 the Company issued 10,691,000 shares of its common stock related to the conversion of $44,902 of principal accrued interest, and fees for one of its convertible notes payable, at an average contract conversion price of $0.0042 per share.

Stock Based Compensation

During the three months ended September 30, 2024 the Company issued 12,500,000 shares of its $0.0001 par value common stock as compensation to its directors and officers. The shares were valued at $52,500, or $0.0042 per share, based on the share price at the time of the transactions.

During the three months ended September 30, 2024 5,350,000 shares of its $0.0001 par value common stock vested to consultants, as compensation under a consulting agreement. The shares were valued at $23,270, or $0.00435 per share.

Preferred Stock

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

Series A Convertible Preferred Stock

The Series A Preferred Stock has a stated value of $750.00 per share. Each one share of Series A Preferred Stock is convertible into one (1) share of Common Stock. In the event the Common Stock price per share is lower than $0.10 (ten cents) per share then the Conversion shall be set at $0.035 per share. The Common Stock shares are governed by Lock-Up/Leak-Out Agreements.

Series B Convertible Preferred Stock

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

Series C Convertible Preferred Stock

Thirty thousand (30,000) shares of preferred stock were designated as a new Series C Preferred stock in October 2023. This new Series C Preferred Stock has a $0.001 par value, and has a stated value of $100 per share. The Series C shares are convertible into shares of the Company's common stock at the price of $0.075 per share, subject to customary adjustment, including in the event of certain issuances at a price lower than $0.075 per share, as set forth in the Certificate of Designations for the Series C Preferred. The shares of the Series C Preferred shall rank (i) senior to the Company's Common Stock and any other class or series of capital stock of the Company hereafter created, the terms of which specifically provide that such class or series shall rank junior to the Series C Preferred (each of the securities in clause (i) collectively referred to as "Junior Stock") and (ii) pari passu with the Company's Series A Preferred Stock, Series B Preferred Stock, Series AA Preferred Stock and any class or series of capital stock of the Company hereafter created and specifically ranking, by its terms, on par with the Series C Preferred, in each case as to dividend distributions or distributions of assets upon liquidation, dissolution or winding up of the Company or a Deemed Liquidation Event, whether voluntary or involuntary. Holders of the Series C Preferred will vote together with the holders of the Company's Common Stock on an as-converted basis on each matter submitted to a vote of holders of Common Stock (whether at a meeting of shareholders or by written consent).

Series AA Convertible Preferred Stock

In March 2018, the Company authorized and issued one share of Series AA convertible preferred stock which provides for the holder to vote on all matters as a class with the holders of Common Stock and each share of Series AA Convertible Preferred Stock shall be entitled to 51% of the common votes on any matters requiring a shareholder vote of the Company. Each one share of Series AA Convertible Preferred Stock is convertible into one (1) share of Common Stock. Mark Lucky, our CEO, is the holder of the one share of Series AA Convertible Preferred Stock.

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VISIUM TECHNOLOGIES, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024

NOTE 6: STOCKHOLDERS' DEFICIT, continued

Common Stock Warrants

In September 2022 we issued 138,667 warrants with a five year life, and a fixed exercise price of $1.35 per share, as part of a modification to three outstanding convertible notes payable. The Company evaluated these amendments under ASC 470-50, "Debt - Modification and Extinguishment", and concluded that the issuance of these warrants in exchange for deferring the interim interest payments that were due resulted in significant and consequential changes to the economic substance of the debt and thus resulted in accounting for these modifications as an extinguishment of the debt. The Company recorded a loss of extinguishment of debt of $504,925. These warrants had price protection provisions that allow for the reduction in the current exercise price upon the occurrence of certain events, including the Company's issuance of common stock or securities convertible into or exercisable for common stock, such as options and warrants, at a price per share less than the exercise price then in effect. For instance, if the Company issues shares of its common stock or options exercisable for or securities convertible into common stock at an effective price per share of common stock less than the exercise price then in effect, the exercise price will be reduced to the effective price of the new issuance. Simultaneously with any reduction to the exercise price, the number of shares of common stock that may be purchased upon exercise of each of these warrants shall be increased proportionately, so that after such adjustment the aggregate exercise price payable for the adjusted number of warrants shall be the same as the aggregate exercise price in effect immediately prior to such adjustment.

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

A summary of the status of the Company's outstanding common stock warrants as of September 30, 2024 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			5,114,576			$	0.023
Granted			-				-
Exercised			-				-
Forfeited			-				-
Balance at end of period			5,114,716			$	0.0023
Warrants exercisable at end of period			5,114,576			$	0.023
Weighted average fair value of warrants granted due to repricing during the period							-

The following table summarizes information about common stock warrants outstanding at September 30, 2024:

			Warrants Outstanding			Warrants Exercisable
Range of Exercise Price			Number Outstanding At September 30, 2024			Weighted Average Remaining Contractual Life		Weighted Average Exercise Price			Number Exercisable At September 30, 2024			Weighted Average Exercise Price
$	0.0169				5,112,426			2.92 Years		$	0.0169				5,112,426			$	0.0169
	12.285				1,339			0.01 Years			12.285				1,339				12.285
	20.385				811			0.01 Years			20.385				811				20.385
					5,114,576			2.92 Years		$	0.023				5,114,576			$	0.023

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VISIUM TECHNOLOGIES, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024

NOTE 7: GAIN ON DEBT WRITE-OFF

In July 2024 the Company obtained a legal opinion to extinguish aged debt totaling $725,059 as detailed in the following table. Each of the individual debt instruments were determined to be beyond the statute of limitations and it was determined that the Company has a complete defense to liability related to this debt under the applicable statute of limitations. For the three months ended September 30, 2024 the gain on extinguishment of debt was:

Accrued interest expense		$	361,559
Convertible notes payable			208,500
Promissory notes payable			155,000
Gain on extinguishment of debt for the three months ended September 30, 2024		$	725,059

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.

Under the 2021 Stock Incentive Plan, the Company has issued options to purchase 16 million shares at an average price of $27.00 with a fair value of $0.00. For the three months ended September 30, 2024 and 2023, the Company did not issue any options to purchase shares, respectively. Upon exercise, shares of new common stock are issued by the Company.

For the three months ended September 30, 2024 and 2023, the Company recognized an expense of $0 and $0, respectively, of non-cash compensation expense (included in General and Administrative expense in the accompanying Consolidated Statement of Operations) determined by application of a binomial option pricing model with the following inputs: exercise price, dividend yields, risk-free interest rate, and expected annual volatility. As of September 30, 2024, the Company had $0 of unrecognized pre-tax non-cash compensation expense. The Company used straight-line amortization of compensation expense over the one-year requisite service or vesting period of the grant. The Company recognizes forfeitures as they occur. There are options to purchase approximately 2,222 shares that have vested as of September 30, 2024.

The Company uses a binomial option pricing model to estimate the fair value of its stock option awards and warrant issuances. The calculation of the fair value of the awards using the binomial option-pricing model is affected by the Company's stock price on the date of grant as well as assumptions regarding the following:

		Year ended June 30,
		2024			2023
Expected volatility		-	%		-	%
Expected term			-				-
Risk-free interest rate		-	%		-	%
Forfeiture Rate		-	%		-	%
Expected dividend yield		-	%		-	%

The expected volatility was determined with reference to the historical volatility of the Company's stock. The Company uses historical data to estimate option exercise and employee termination within the valuation model. The expected term of options granted represents the period of time that options granted are expected to be outstanding. The risk-free interest rate for periods within the contractual life of the option is based on the U.S. Treasury rate in effect at the time of grant.

A summary of the status of the Company's outstanding stock options as of September 30, 2024 and June 30, 2024 and changes during the periods ending on that date is as follows:

				Weighted Average					Weighted
				Exercise			Grant Date Fair			Aggregate Intrinsic			Average Remaining
		Shares			Price			Value			Value			Term (Yrs)
Options
At June 30, 2024			2,222			$	27.00			$	-			$	-				1.59
Granted			-				-				-				-
Exercised			-				-				-				-
Forfeiture and cancelled			-				-				-				-
At September 30, 2024			2,222			$	27.00			$	-			$	-				1.59

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VISIUM TECHNOLOGIES, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024

NOTE 8 - STOCK-BASED COMPENSATION, continued

The following table summarizes information about employee stock options outstanding at September 30, 2024:

		Outstanding Options			Vested Options
		Number									Number
		Outstanding			Weighted			Weighted			Exercisable			Weighted			Weighted
		at			Averaged			Averaged			at			Averaged			Averaged
		September 30,			Remaining			Exercise			September 30,			Exercise			Remaining
Range of Exercise Price		2024			Life			Price			2024			Price			Life
$27.00			2,222				1.59			$	27.00				2,222			$	27.00				1.59
Outstanding options			2,222				1.59			$	27.00				2,222			$	27.00				1.59

As of September 30, 2024, the Company had no unrecognized pre-tax non-cash compensation expense.

Restricted Stock Awards

Restricted stock awards are awards of common stock that are subject to restrictions on transfer and to a risk of forfeiture if the holder leaves the Company before the restrictions lapse. The holder of a restricted stock award is generally entitled at all times on and after the date of issuance of the restricted shares to exercise the rights of a shareholder of the Company, including the right to vote the shares. The value of stock awards that vest over time was established by the market price on the date of its grant. A summary of the Company's restricted stock activity for the three months ended September 30, 2024 is presented in the following table:

		For the three months ended
		September 30, 2024
					Weighted
					Average
					Grant Date
		Shares			Fair Value
Unvested at June 30, 2024			-			$	-
Granted			17,850,000			$	0.00424
Forfeited			-			$	-
Vested			(17,850,000	)		$	0.00424
Unvested at September 30, 2024			-			$	-

As of September 30, 2024, the Company had no unrecognized pre-tax non-cash compensation expense.

NOTE 9: RELATED PARTY TRANSACTIONS

Equity transactions with related parties are described in Note 7.

From time to time we have borrowed operating funds from Mr. Mark Lucky, our Chief Executive Officer and from certain Directors, for working capital. The advances were payable upon demand and were interest free. At September 30, 2024 there was $239,159 outstanding of such advances made to the Company.

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VISIUM TECHNOLOGIES, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024

NOTE 10 - ACCRUED PAYROLL

Accrued payroll consist of the following at:

		September 30			June 30
		2024			2024
Accrued Payroll - officers		$	1,200,746			$	1,140,246
Accrued payroll - staff			904,783				846,033
		$	2,140,529			$	1,986,279

NOTE 11: COMMITMENTS AND CONTINGENCIES

Operating Leases

The Company operates virtually, with no office space rented. The Company has no future minimum annual payments under non-cancelable operating leases at September 30, 2024.

Contingencies

The Company accounts for contingent liabilities in accordance with Accounting Standards Codification ("ASC") Topic 450, Contingencies. This guidance requires management to assess potential contingent liabilities that may exist as of the date of the financial statements to determine the probability and amount of loss that may have occurred, which inherently involves an exercise of judgment. If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company's financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed. For loss contingencies considered remote, no accrual or disclosures are generally made. Management has assessed potential contingent liabilities as of September 30, 2024, and based on the assessment there are no probable loss contingencies requiring accrual or disclosures within its financial statements.

License Contingent Consideration

Our license agreements with The MITRE Corporation include provisions for a royalty payment on revenues collected of 6%. As of September 30, 2024, we have not generated any revenue related to these license agreements.

Legal Claims

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

NOTE 12 - FAIR VALUE MEASUREMENT

Fair value measurements

At September 30, 2024 and June 30, 2024, the fair value of derivative liabilities is estimated using the Cox, Ross & Rubinstein Binomial Tree valuation model using inputs that include the expected volatility, the implied risk-free interest rate, as well as the expected dividend rate. The derivative liabilities are the only Level 3 fair value measures.

At September 30, 2024 the estimated fair values of the liabilities measured on a recurring basis are as follows:

		Fair Value Measurements at
		September 30, 2024:
		(Level 1)			(Level 2)			(Level 3)
Derivative liability - Convertible notes		$			$			$	15,455
Total derivative liability		$	-			$	-			$	15,455

NOTE 13: SUBSEQUENT EVENTS

In October 2024 the Company issued 11,950,000 shares of its $0.0001 par value common stock upon the conversion of principal interest, and fees of $50,190 of its outstanding promissory notes, valued at $0.0042 per share.

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

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

Overview

Visium Technologies, Inc. ("Visium") was incorporated in Nevada as Jaguar Investments, Inc. during October 1987. During March 2003, a wholly owned subsidiary of the Company merged with Freight Rate, Inc., a development stage company in the logistics software business. During May 2003, the Company changed its name to Power2Ship, Inc. During October 2006, the Company merged with a newly formed, wholly owned subsidiary, Fittipaldi Logistics, Inc., a Nevada corporation, with the Company surviving but its name changed to Fittipaldi Logistics, Inc. effective November 2006. During December 2007, the Company merged with a newly formed, wholly owned subsidiary, NuState Energy Holdings, Inc., a Nevada corporation, with the Company surviving but renamed NuState Energy Holdings, Inc. effective December 2007. In March 2018, the Company brought in a new management team and changed its name to Visium Technologies, Inc.

Visium is a provider of IT infrastructure professional services including network engineering, system engineering, converged infrastructure deployment, software development, and cybersecurity services. Visium's proprietary cyber security visualization, big data analytics and automation platform operates in the traditional cyber security space, as well as in the Internet of Things and data analytics spaces. In March 2019, Visium entered into a software license agreement with MITRE Corporation to license a patented technology known as CyGraph, a tool for cyber warfare analytics, visualization and knowledge management. CyGraph is a military-grade, highly scalable big data analytics tool for cyber security, using graph database technology. The development of the technology was sponsored by the US Army and is currently in use by U.S. Army Cyber Command. CyGraph provides advanced analytics for cybersecurity situational awareness that is scalable, flexible and comprehensive. Visium has completed significant proprietary product development efforts to commercialize CyGraph, which the Company has rebranded as TruContext^TM. The commercialization efforts included adding functionality to the core technology to make it a native cloud application, adding multi-user and multi-tenant capability, enhancing the graphical user interface, ("GUI") to make the application more intuitive to use, and adding enhanced dashboard and reporting capabilities. TruContext^TM would typically be deployed by an enterprise and be used by the security analyst to intuitively understand the massive amount of data flowing through the network environment, giving the analyst actionable information in real-time to ensure that the network is protected from threats. The analyst will understand the relationships of the assets in the data center, the communication patterns, and cybersecurity exposures, in real-time.

The Company is entering the digital transformation and data center design and construction market after it landed a contract in November, 2023 valued at over $20 million from its partner, Cybastion Institute of Technology. The contract is to oversee the design and construction of data centers in the Republic of Côte d'Ivoire and the Republic of Benin. Visium is tasked with creating data centers that meet specific requirements and standards, ensuring optimal performance and reliability. The scope of work includes data center architecture and design, power civil engineering, controls and distribution systems, rack layouts, network topology, vendor high availability, and a comprehensive security stack solution which will include Visium's proprietary TruContext^TM cybersecurity platform. As of September 30, 2024 no activity has occurred pursuant to this contract.

The TruContext^TM platform provides visualization, advanced cyber monitoring intelligence, threat hunting, forensic and root cause analysis, data modeling, analytics, and automation to help reduce risk, simplify security, and deliver better security outcomes. Our mission is to help people see and understand data, empowering decision-makers to make more informed and more timely decisions. Our solutions put the power of data into the hands of everyday people, allowing a broad population of business users to engage with their data, ask questions, solve problems, and create value.

Our products dramatically reduce the complexity and expense associated with traditional business intelligence applications. Our software allows people to access information, perform analysis, and share results without assistance from technical specialists. By putting powerful analytical technology directly into the hands of people who make decisions with data, we accelerate the pace of informed and intelligent decision-making. Our TruContext^TM platform enables our customers to reduce or streamline their siloed and layered security products, simplifying operations while providing a comprehensive solution. Our solution automates certain previously manual tasks, freeing up personnel to focus on their most important objectives.

TruContext^TM can be deployed in a broad range of use cases such as cyber security threat intelligence and forensics, IT/OT critical infrastructure security, supply chain analytics, anti-fraud, law enforcement, compliance, and health care. For example, a breach of your network might go undetected for months, as was the case with the Solar Winds hack that occurred in 2019-2020. In that case the hackers went undetected for 14 months. A Solar Winds type breach may not be preventable, but with TruContext^TM analyzing streaming network data in real-time, this hack would almost certainly have been identified and remediated very quickly by the affected enterprise.

TruContext^TM is a very effective tool for proactively and iteratively searching through networks to detect and isolate advanced threats that evade existing security solutions. Should a breach occur, TruContext^TM can quickly perform forensics and root cause analysis, identifying when an incident occurred, how it occurred, and the downstream effects of the incident to the network.

One of the top challenges faced by Security practitioners is to keep up with the increase in new cyber-attacks while investigating and remediating existing threats. Time is of the essence while investigating potential threats and determining the scope and root-cause of a potential reach.

Shortage of resources and experienced personnel continues to limit the ability of companies to conduct thorough investigations. Root cause analysis and forensics are key to intelligently securing the network.

TruContext^TM directly addresses these challenges by:

Providing real-time comprehensive visualized information on security events, that

	·	allow the cyber warrior to immediately pinpoint the root cause of the breach; and
	·	know with certainty the priority and required remediation.

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The real-time ingestion of and visualization of massive amounts of data simplifies the cyber effort, allowing the cyber analyst to intuitively understand the security posture of the organization at a glance.

Using TruContext^TM makes the cyber analyst significantly more productive by eliminating false positives and prioritizing threat events.

TruContext^TM ingests cyber data from any source, making the data generated by other cyber tools easily understood and actionable. TruContext^TM give the security analyst the ability to combine, layer, filter, and query data with a no-code user interface in a way that no other analytics platform can do.

There are some sophisticated and powerful cybersecurity tools currently available, but they all lack one thing - providing a comprehensive contextualized understanding of the data. Analysts have too many tools that don't communicate, creating silos of data/information. TruContext^TM brings all the information for a comprehensive visualization.

On average, according to CrowdStrike, the time from breach to harm caused by threat actors is 98 minutes making the ability to:

	1.	Identify malicious hacks in real time; and
	2.	Perform threat hunting critically important for the security analyst.

Using the MITRE ATT&CK framework, along with other open source intelligence information, TruContext^TM can hunt threats beyond the physical network boundary so that the analyst fully understands his security posture in real time.

TruContext^TM leverages MITRE's ATT&CK^® framework, which is a globally-accessible knowledge base of adversary tactics and techniques based on real-world observations. The ATT&CK knowledge base is used as a foundation for the development of specific threat models and methodologies in the private sector, in government, and in the cybersecurity product and service community.

A use case example for TruContext^TM would be in the event sensitive data is being exfiltrated from your network to an external IP address. TruContext^TM has the capability to identify this activity and provide alerts that would allow the cyber analyst to quickly remediate the problem.

Another example of how TruContext^TM can be used by law enforcement in the context of police investigations. TruContext^TM can analyze highly connected data in real time from any source and make connections which help police solve crime. Connections are quickly made between persons, objects, locations, and events (the POLE model), generating insights into patterns of behaviors and incidents. Using real-time data with TruContext^TM helps investigators be proactive and prevent crime or other incidents, rather than only reacting after an incident has occurred.

Visium currently plans to generate revenue in three (3) primary ways:

	·	through a virtual appliance model, primarily targeted to the Federal government, charging an annual seat license, with the seat license fee increasing based on the size of the network environment ;
	·	through a SaaS model, charging a recurring monthly license fee for TruContextTM based on the size of the network environment and the number of TruContextTM Identifiers (nodes); and
	·	through professional services to support and deliver IT infrastructure and cybersecurity solutions and services to its customers delivered through a service contract for implementation and data science services.

Partnership Ecosystem

We work with a number of technology alliance partners to design go-to-market strategies that combine our platform with products or services provided by our technology alliance partners. These partner integrations deliver more secure solutions and an improved end user experience to their customers. Our technology alliance partnerships focus on security analytics, network and infrastructure security, threat platforms and orchestration, and automation.

Visium heavily relies on our technology and infrastructure to provide our products and services to our customers. For example, we host many of our products using third-party data center facilities, and we do not control the operation of these facilities. In addition, we rely on certain technology that we license from third parties, including third-party commercial software and open-source software, which is used with certain of our solutions.

Competition

The markets for our solutions are highly competitive, and we expect both the requirements and pricing competition to increase, particularly given the increasingly sophisticated attacks, changing customer preferences and requirements, current economic pressures, and market consolidation. Competitive pressures in these markets may result in price reductions, reduced margins, loss of market share and inability to gain market share, and a decline in sales, any one of which could seriously impact our business, financial condition, results of operations, and cash flows. We may face competition due to changes in the manner that organizations utilize IT assets and the security solutions applied to them, such as the provision of privileged account security functionalities as part of public cloud providers' infrastructure offerings, or cloud-based identity management solutions. Limited IT budgets may also result in competition with providers of other advanced threat protection solutions such as McAfee, LLC, Palo Alto Networks, Splunk Inc., and Dynatrace. We also may compete, to a certain extent, with vendors that offer products or services in adjacent or complementary markets to privileged access management, including identity management vendors and cloud platform providers such as Okta and Tableau.

Employees

As of September 30, 2024, we had five (5) full time employees.

Available Information

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

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

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

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VISIUM TECHNOLOGIES, INC.

RESULTS OF OPERATIONS

Discussion of Results for Three Month Period Ended September 30, 2024 and 2023

				Increase/			Increase/
		Three-month period ended			(Decrease)			(Decrease)
		September 30,			in $ 2024			in % 2024
		2024			2023			vs 2023			vs 2023
Operating expenses:
Selling, general and administrative		$	370,466			$	508,140			$	(137,674	)		(27.1	%)
Development expense			-				28,363				(28,363	)		(100.0	%)
Total operating expenses			370,466				536,503				(166,037	)		(30.9	%)
Operating loss			(370,466	)			(536,503	)			(166,037	)		(30.9	%)
Other expense:
Gain (loss) on change in fair value of derivative liabilities			26,111				(60,396	)			86,507				143.2	%
Gain on debt write off			725,059				-				725,059				100.0	%
Gain on settlement of debt			-				54,730				(54,730	)		(100.0	%)
Interest expense			(54,088	)			(46,530	)			(7,558	)		(16.2	%)
Total other income (expenses)			697,082				(52,196	)			571,096				1,435.5	%
Net income (loss)		$	326,616				(588,699	)		$	449,124				155.5	%

Selling, General, and Administrative Expenses

For the three months ended September 30, 2024, selling, general and administrative expenses were $370,466 as compared to $508,140 for the three months ended September 30, 2023, a decrease of $137,674 or approximately 27%. For the three months ended September 30, 2024 and 2023 selling, general and administrative expenses consisted of the following:

		Three Months Ended
		September 30,			Increase/
		2024			2023			Decrease			% Change
Accounting expense		$	24,907			$	30,579			$	(5,672	)			(18	%)
Consulting fees			30,000				75,001				(45,001	)			(60	%)
Salaries			223,175				243,390				(20,215	)			(8.0	%)
Legal and professional fees			10,500				20,540				(10,040	)			(49	%)
Travel expense			0				4,896				(4,896	)			(100	%)
Occupancy expense			(2	)			582				(584	)			(100	%)
Telephone expense			1,341				1,199				142				12	%
Stock based consulting expense			23,270				47,347				(24,077	)			(51	%)
Stock based compensation			52,500				66,924				(14,424	)			(22	%)
Other			4,775				17,682				(12,907	)			(73	%)
		$	370,466			$	508,140			$	(137,674	)			(27	%)

The decrease in selling, general and administrative expenses during fiscal Q1 of 2025, when compared with the prior year, is primarily due to a decrease in consulting fees of $45,001, stock-based consulting expense of $24,077, stock-based compensation expense of $14,424, legal and professional expenses of $10,040, accounting expenses of $5,672, and lower salaries expense of $20,215.

We believe that our selling, general, and administrative expenses will remain consistent over the balance of the fiscal year. Other expenses may increase as we increase our business activity over the remainder of fiscal 2025.

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Development Expense

		Three-Months Ended
		September 30,			%
		2024			2023			Change
Development expense		$	-			$	28,363				(100.0	)%

Development expense represents the expense of further enhancing and commercializing TruContext.

Interest Expense

		Three-Months Ended
		September 30,			%
		2024			2023			Change
Interest expense		$	54,088			$	46,530			$	16.2	%

Interest expense represents stated interest of notes and convertible notes payable, along with the amortization of debt discount. The decrease in interest expense during the three-month period ended September 30, 2024 is primarily due to the acceleration of discount amortization expense during fiscal 2024, and lower interest bearing note balances in the current year.

Gain on Debt Write-Off

		Three-Months Ended
		September 30,
		2024			2023
Gain on debt write off/conversions		$	725,059			$	54,730

In July 2024, the Company obtained a legal opinion to extinguish aged debt totaling $725,059 as detailed in the following table. Each of the individual debt instruments were determined to be beyond the statute of limitations and it was determined that the Company has a complete defense to liability related to this debt under the applicable statute of limitations.

Accrued interest expense			361,559
Convertible notes payable			208,500
Promissory notes payable			155,000
		$	725,059

Liquidity and Capital Resources

		Balance at
		September 30, 2024			June 30, 2024
Cash		$	8,102				8,456
Accounts payable and accrued expenses			1,132,739				1,094,516
Accrued compensation			2,140,529				1,986,279
Notes, convertible notes, and accrued interest payable		$	1,181,900				1,852,431

At September 30, 2024 and June 30, 2024, our total assets consisted of cash.

We do not have any material commitments for capital expenditures.

The objective of liquidity management is to ensure that we have ready access to sufficient funds to meet commitments and effectively implement our growth strategy. Our primary sources are financing activities such as the issuance of notes payable and convertible notes payable. In the past, we have mostly relied on debt and equity financing to provide for our operating needs.

We cannot ascertain that we have sufficient funds from operations to fund our ongoing operating requirements through June 30, 2025. 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.

We intend to finance our operations using a mix of equity and debt financing. We do not anticipate incurring capital expenditures for the foreseeable future. We anticipate that we will need to raise approximately $180,000 per year in the near term to finance the recurring costs of being a publicly-traded company. In the long-term, we anticipate we will need to raise a substantial amount of capital to complete an acquisition. We are unable to quantify the resources we will need to successfully complete an acquisition. If these funds cannot be obtained, we may not be able to consummate an acquisition or merger, and our business may fail as a result.

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Going Concern

The accompanying financial statements have been prepared on a going concern basis. The Company has used net cash in its operating activities of approximately $110,600 and $145,709 during the three-month periods ended September 30, 2024 and 2023, respectively, and has a working capital deficit of approximately $4.7 million and $5.1 million at September 30, 2024 and June 30, 2024, respectively. The Company's ability to continue as a going concern is dependent upon its ability to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due, to fund possible future acquisitions, and to generate profitable operations in the future, once a merger with an operating company is consummated. Management plans may continue to provide for its capital requirements by issuing additional equity securities and debt and the Company will continue to find possible acquisition targets. 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.

Three months ended September 30, 2024

Net cash used in operations during the three months ended September 30, 2024 decreased by $35,109 or 24% over the same period during fiscal year 2024.

Capital Raising Transactions

During the quarter ending September 30, 2024 we generated net proceeds of $75,000 from the issuance of three promissory notes.

Other outstanding obligations at September 30, 2024

Convertible Notes Payable

The Company had convertible promissory notes aggregating $288,523 outstanding at September 30, 2024. The accrued interest amounted to approximately $121,615 as of September 30, 2024. The Convertible Notes Payable bear interest at rates ranging between 0% and 18% per annum. Interest is generally payable at maturity. The Convertible Notes Payable are generally convertible at rates ranging between $0.0042 and $22,500 per share, at the holders' option. At September 30, 2024, approximately $239,623 of the promissory notes have matured.

Notes Payable

The Company had promissory notes aggregating $685,179 at September 30, 2024. The related accrued interest amounted to approximately $86,573 at September 30, 2024. The Notes Payable bear interest at a rate of 0% to16% per annum. Interest is payable monthly. Promissory notes totaling $275,000 have matured as of September 30, 2024.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not applicable to a smaller reporting company.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Exchange Act. Our management assessed the effectiveness of our internal control over financial reporting as of September 30, 2024. In making this assessment, our management used criteria issued by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control Over Financial Reporting - Guidance for Smaller Public Companies.

During our assessment of the design and the effectiveness of internal control over financial reporting as of September 30, 2024, management identified the following material weaknesses:

	●	While we have processes in place, there are no formal written policies and procedures related to certain financial reporting processes;
	●	There is no formal documentation in which management specified financial reporting objectives to enable the identification of risks, including fraud risks;
	●	Our Board of Directors consisted of four members, however we lack the resources and personnel to implement proper segregation of duties or other risk mitigation systems.

A material weakness is "a significant deficiency, or a combination of significant deficiencies, that result in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected by us in a timely manner." A significant deficiency is a deficiency or a combination of deficiencies, in internal control over financial reporting that is less severe than a material weakness, yet important enough to merit attention by those responsible for oversight of the registrant's financial reporting.

We intend to gradually improve our internal control over financial reporting to the extent that we can allocate resources to such improvements. We intend to prioritize the design of our internal control over financial reporting starting with our control environment and risk assessments and ending with control activities, information and communication activities, and monitoring activities. Although we believe the time to adapt in the next year will help position us to provide improved internal control functions into the future, in the interim, these changes caused control deficiencies, which in the aggregate resulted in a material weakness. Due to the existence of these material weaknesses, our management, including our Chief Executive Officer and Chief Financial Officer, concluded that our internal control over financial reporting was not effective as of September 30, 2024.

This annual report does not include an attestation report of the Company's independent registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's independent registered public accounting firm pursuant to the rules of the SEC that permit smaller reporting companies to provide only the management's report in this annual report.

Changes in Internal Control Over Financial Reporting

During the quarter ended September 30, 2024, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

At September 30, 2024 the Company is not the subject of, or party to, any pending or threatened, legal actions.

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

Item 1A. Risk Factors.

In addition to the other information set forth in this report, you should carefully consider the factors discussed under the heading "Risk Factors" in our Annual Report on Form 10-K filed on October 6, 2024, which could materially affect our business operations, financial condition or future results. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business operations and/or financial condition. There have been no material changes to our risk factors since the filing of our Form 10-K.

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

Convertible Notes Payable

During the three months ended September 30, 2024 the Company issued 10,691,000 shares of its common stock related to the conversion of $43,152 of principal and accrued interest for two of its convertible notes payable, at an average contract conversion price of $0.0042 per share.

Stock Based Compensation

During the three months ended September 30, 2024 the Company issued 12,500,000 shares of its $0.0001 par value common stock as compensation to its directors and officers. The shares were valued at $52,500, or $0.0042 per share, based on the share price at the time of the transactions.

During the three months ended September 30, 2024 5,350,000 shares of its $0.0001 par value common stock vested to consultants, as compensation under a consulting agreement. The shares were valued at $23,270, or $0.00435 per share.

Item 3. Defaults Upon Senior Securities.

None

Item 4. Mine Safety Disclosures.

Not applicable to our operations.

Item 5. Other Information.

None

Item 6. Exhibits

31.1	Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 *
31.2	Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 *
32.1	Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 *
32.2	Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 *

* Filed herein

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	VISIUM TECHNOLOGIES, INC.
	By:	/S/ Mark Lucky
November 14, 2024		Mark Lucky
		CEO, principal executive officer
	By:	/S/ Mark Lucky
November 14, 2024		Mark Lucky
		CFO, principal accounting officer

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