UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended ~~March~~September 3130, 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 ~~N/A N/A N/A~~

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

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 ~~May~~November 15, 2024, was ~~188~~242,~~218~~394,~~508~~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~~quarterly ~~Report~~report on Form 10-Q contains certain forward-looking statements. ~~within~~Forward-looking ~~the~~statements ~~meaning~~may ofinclude ~~Section~~our ~~27A~~statements ofregarding ~~the~~our ~~Securities~~goals, ~~Act~~beliefs, ofstrategies, ~~1933~~objectives, ~~as amended~~plans, ~~and~~including ~~Section~~product ~~21E~~and ofservice ~~the~~developments, ~~Securities~~future ~~Exchange~~financial ~~Act~~conditions, ofresults ~~1934,~~or asprojections ~~amended,~~or ~~that~~current ~~are~~expectations. ~~based~~In onsome ~~our~~cases, ~~management's~~you ~~current~~can ~~beliefs,~~identify ~~estimates~~forward-looking ~~and~~statements ~~assumptions~~by ~~and~~terminology onsuch ~~information~~as ~~currently~~“may,” ~~available~~“will,” to“should,” ~~management~~“expect,” ~~that~~“plan,” we“anticipate,” “believe,” ~~may~~“estimate,” ~~affect~~“predict,” ~~our~~“potential” ~~financial~~or ~~condition~~“continue,” ~~results~~the negative of ~~operation~~such terms, ~~business~~or ~~strategy~~other ~~and~~comparable ~~financial need~~terminology. ~~Such~~ These statements ~~involve~~are ~~substantial~~subject ~~risk~~to known and unknown risks, uncertainties., ~~All~~assumptions ~~statements~~and ~~contained~~other infactors ~~this~~that ~~Quarterly~~may ~~Report~~cause onactual ~~Form~~results ~~10-Q~~to ~~other~~be ~~than~~materially different from those contemplated by the forward-looking statements. ofThese ~~historical~~factors ~~fact~~include, ~~including~~but ~~statements~~are ~~regarding~~not limited to, our ~~future~~ability ~~operating~~to ~~results~~implement ~~and~~our ~~financial~~strategic ~~position~~initiatives, ~~our~~economic, ~~business~~political ~~strategy~~and market conditions and ~~plans~~fluctuations, ~~market~~government ~~growth~~and industry regulation, interest rate risk, U.S. and ~~trends~~global competition, and ~~objectives~~other ~~for~~factors. ~~future~~Most ~~operations~~of these factors are ~~forward-looking~~difficult ~~statements~~to predict accurately and are generally beyond our control. ~~Forward~~You should consider the areas of risk described in connection with any forward-looking statements ~~generally~~that ~~relate~~may tobe ~~future~~made ~~events~~herein. orThe ~~our~~business ~~future~~and ~~financial~~operations orof ~~operating~~Visium ~~performance~~Technologies, Inc. Inare ~~some~~subject ~~cases~~to substantial risks, ~~you~~which ~~can~~increase ~~identify~~the uncertainty inherent in the forward-looking statements ~~because~~contained ~~they~~in ~~contain~~this ~~words~~report. ~~such~~Except as ~~“may,”~~required ~~“will,”~~by ~~“should~~law,” ~~“expects,”~~we ~~“plans,”~~undertake ~~“anticipates,”~~no ~~“could,”~~obligation ~~“intends,”~~to ~~“target,”~~release ~~“projects,”~~publicly ~~“contemplates,”~~the ~~“believes,”~~result ~~“estimates,”~~of ~~“predicts,”~~any ~~“potential,”~~revision to these forward-looking statements that may be made to reflect events or ~~“continue”~~circumstances after the date hereof or to reflect the ~~negative~~occurrence of ~~these~~unanticipated ~~words~~events. orFurther ~~other~~information ~~similar~~on ~~terms~~potential orfactors ~~expressions~~ that ~~concern~~could affect our ~~expectations~~business is described under “Item 1A. Risk Factors” in our Form 10-K as filed with the Securities and Exchange Commission, ~~strategy~~or the SEC, ~~plans~~on orOctober ~~intentions~~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.

These risks and uncertainties include, among other things, risks related to our expectations regarding global macro-economic conditions, including the effects of inflation, rising and fluctuating interest rates and market volatility on the global economy; our ability to estimate the size and growth of our total addressable market, and the development of the market for our products, which is new and evolving; our ability to effectively sustain and manage our growth and future expenses, achieve and maintain future profitability, attract new customers; the impact of the coronavirus pandemic (the “COVID-19 pandemic”) or its abatement, on our business, results of operations, financial condition, and future profitability and growth; the impact of the evolving COVID-19 pandemic on the businesses of our customers, partners and suppliers, and the economy; the effects of increased competition in our market and our ability to compete effectively; our ability to expand use cases within existing customers and vertical solutions; our ability to expand our operations and increase adoption of our platform internationally; our ability to expand our direct sales force, customer success team and strategic partnerships around the world; the sufficiency of our cash and capital resources to satisfy our liquidity needs; our ability to hire, retain and motivate qualified personnel, including executive level management; and our ability to successfully manage and integrate executive management transitions; uncertainties regarding the impact of general economic and market conditions, including as a result of regional and global conflicts or related government sanctions;.

Most of these factors are difficult to predict and are generally beyond our control. Therefore, you should not rely upon forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this Quarterly Report on Form 10-Q primarily on our current expectations and projections about future events and trends that we believe may affect our business, financial condition, results of operations, and prospects. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties, and other factors described in the section titled “Risk Factors” and elsewhere in this Quarterly Report on Form 10-Q. We undertake no obligation to update any forward-looking statements after the date of this Quarterly Report on Form 10-Q or to conform such statements to actual results or revised expectations, except as required by law. Further information on potential factors that could affect our business is described under “Item 1A. Risk Factors” in our Annual Report on Form 10-K as filed with the United States Securities and Exchange Commission, or the SEC, on October 6, 2023. Readers are also urged to carefully review and consider the various disclosures we have made in this Quarterly Report on form 10-Q and in our Annual Report on Form 10-K.

VISIUM TECHNOLOGIES, INC. ~~AND SUBSIDIARIES~~

INDEX

PART I - FINANCIAL INFORMATION		4
Item 1. Financial Statements		4
Consolidated Balance Sheets – March 31, 2024 (unaudited) and June 30, 2023		3
Consolidated Statements of Operations - Three and Nine Months ended March 31, 2024 and 2023 (unaudited)		5
Consolidated Statements of Changes in Stockholders’ Deficit (unaudited) – Three and Nine Months ended March 31, 2024 and 2023		6
Consolidated Statements of Cash Flows - Nine Months Ended March 31, 2024 and 2023 (unaudited)		8
Notes to Consolidated Financial Statements (unaudited)		9
Item 2. Management’s Discussion and Analysis and Results of Operations		22
Item 3. Quantitative and Qualitative Disclosures About Market Risk		30
Item 4. Controls and Procedures		26
PART II - OTHER INFORMATION		31
Item 1. Legal Proceedings.		31
Item 1A. Risk Factors.		31
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.		31
Item 3. Defaults Upon Senior Securities.		31
Item 4. Mine Safety Disclosures.		31
Item 5. Other Information.		31
Item 6. Exhibits		32
SIGNATURES		33

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

Table of Contents

PART I - FINANCIAL INFORMATION

Item 1. ~~Consolidated~~ Financial Statements

~~Visium~~VISIUM ~~Technologies~~TECHNOLOGIES, ~~Inc~~INC.

CONSOLIDATED BALANCE SHEETS

	March 31,2024			June 30, 2023(1)
	September 30,2024			June 30, 2024(1)
	(Unaudited)
ASSETS
Current assets:
Cash	$	8,~~247~~102		$	98,~~982~~456
Prepaid license fee		19,446			-
Total current assets		8,102			8,456
Total current assets		27,693			9,982
Total assets	$	8,102		$	8,456
Total assets	$	27,693		$	9,982
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable and accrued expenses	$	1,~~062~~132,~~823~~739		$	~~845~~1,~~502~~094,516
Accrued compensation		12,~~833~~140,529			1,~~371~~986,~~879~~279
Due to officer		~~178~~239,~~633~~159			99182,~~578~~633
Accrued interest		~~512~~208,~~621~~198			~~548~~540,~~041~~116
Convertible notes payable, net of discount of $10,984 and $0 as of March 31, 2024 and June 30, 2023, respectively		675,924			937,576
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 liabilities		23,211			80,707
Derivative liability		15,455			41,566
Notes payable, net of discount of $14,866 and $26,805 as of March 31, 2024 and June 30, 2023, respectively		650,603			380,013
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,~~937~~709,~~344~~782			45,~~263~~157,~~296~~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 March 31, 2024 and June 30, 2023, respectively)		13,992			13,992
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, 1,327,670 shares issued and outstanding as of March 31, 2024 and June 30, 2023, respectively)		1,328			1,328
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 March 31, 2024 and 0 shares issued and outstanding as of June 30, 2023		-			-
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 March 31, 2024 and June 30, 2023, 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, 1,000,000,000 shares authorized: 126,480,567 shares issued and 126,472,250 outstanding at March 31, 2024, and 37,199,647 shares issued and 29,844,713 outstanding at June 30, 2023, respectively (See Note 7)		12,648			2,987
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,~~836~~679,~~980~~623			5557,~~597~~561,~~779~~804
Accumulated deficit		(62,~~774~~420,~~599~~874	)		(5962,~~869~~747,~~400~~490	)
Total stockholders’ deficit		(4,~~909~~701,~~651~~680	)		(45,~~253~~148,~~314~~969	)
Total liabilities and stockholders’ deficit	$	278,~~693~~102		$	98,~~982~~456

(1) Derived from audited financial statements.

~~See~~SEE ~~Notes~~NOTES toTO ~~Unaudited~~UNAUDITED ~~Consolidated~~CONSOLIDATED ~~Financial~~FINANCIAL ~~Statements~~STATEMENTS.

Table of Contents

~~Visium~~VISIUM ~~Technologies~~TECHNOLOGIES, ~~Inc~~INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months Ended						Nine Months Ended
	Three Months Ended September 30,
	March 31,						March 31,
	2024			2023
	2024			2023			2024			2023
Net revenues	$	-		$	-
Net revenues	$	-		$	-		$	-		$	-
Operating expenses:
Operating expenses:
Selling, general and administrative		370,466			508,140
Selling, general and administrative		399,604			567,979			1,990,912			1,461,560
Development expense		-			28,363
Development expense		19,447			73,755			67,256			175,707
Total Operating Expenses		370,466			536,503
Total Operating Expenses		419,051			641,734			2,058,168			1,637,267
Loss from Operations		(370,466	)		(536,503	)
Loss from Operations		(419,051	)		(641,734	)		(2,058,168	)		(1,637,267	)
Other income (expenses):
Other income (expenses):
Gain (loss) on change in fair value of derivative liabilities		26,111			(60,396	)
Gain (loss) on change in fair value of derivative liabilities		24,807			(50,384	)		57,496			(84,246	)
Gain on extinguishment of debt		725,059			54,730
Derivative liability expense		-			(4,634	)		-			(62,773	)
Interest expense		(54,088	)		(46,530	)
Loss on extinguishment of debt		(9,106	)		(15,068	)		(21,141	)		(519,993	)
Total other income (expenses)		697,082			(52,196	)
Interest expense		(74,712	)		(20,265	)		(253,256	)		(187,205	)
Net income (loss)	$	326,616		$	(588,699	)
Total other income (expenses)		(59,011	)		(90,354	)		(216,901	)		(854,217	)
Income (loss) per common share basic	$	0.00		$	(0.02	)
Net loss		(478,062	)		(732,085	)		(2,275,069	)		(2,491,484	)
Income (loss) per common share diluted	$	0.00		$	-
Common stock deemed dividend		(145,670	)		-			(630,130	)		-
Weighted average common shares outstanding – basic		229,028,045			36,316,174
Net loss attributable to common stockholders	$	(623,732	)	$	(732,085	)	$	(2,905,199	)	$	(2,491,484	)
Weighted average common shares outstanding – diluted		259,194,421			36,316,174
Loss per common share basic and diluted	$	(0.01	)	$	(0.16	)	$	(0.04	)	$	(0.72	)
Weighted average common shares outstanding – basic and diluted		108,132,383			4,658,570			74,327,012			3,454,032

~~See~~SEE ~~Notes~~NOTES toTO ~~Unaudited~~UNAUDITED ~~Consolidated~~CONSOLIDATED ~~Financial~~FINANCIAL ~~Statements~~STATEMENTS.

Table of Contents

VISIUM TECHNOLOGIES, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

FOR THE THREE ~~AND NINE~~ MONTHS ENDED ~~MARCH~~SEPTEMBER 3130, 2024

(UNAUDITED)

For the three months ended March 31, 2024

	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	)

	Preferred				Preferred				Preferred				Preferred
	Stock -				Stock -				Stock -				Stock -				Common
	Series A				Series B				Series C				Series AA				Stock
	$0.001				$0.001				$0.001				$0.001				$0.001				Additional				Total
	Par Value				Par Value				Par Value				Par Value				Par Value				Paid-in		Accumulated		Stockholders’
	Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Capital		Deficit		Deficit
Balance at December 31, 2023		13,992,340		$13,992		1,327,670		$1,328		-		$-		1		$0		96,501,142		$9,652		$57,400,982		$(62,150,867)		$(4,724,913)
Shares issued for consulting services																		7,054,167		705		111,082				111,787
Shares issued for conversion of notes payable																		22,916,941		2,291		179,246				181,537
Deemed dividend																						145,670		(145,670)		-
Net loss for the three months ended March 31, 2024																								(478,062)		(478,062)
Balance at March 31, 2024		13,992,340		$13,992		1,327,670		$1,328		-		$-		1		$0		126,472,250		$12,648		$57,836,980		$(62,774,599)		$(4,909,651)

Table of Contents

~~For~~VISIUM ~~the nine months ended March 31~~TECHNOLOGIES, ~~2024~~INC.

	Preferred				Preferred				Preferred				Preferred
	Stock -				Stock -				Stock -				Stock -				Common
	Series A				Series B				Series C				Series AA				Stock
	$0.001				$0.001				$0.001				$0.001				$0.001				Additional					Total
	Par Value				Par Value				Par Value				Par Value				Par Value				Paid-in		Accumulated			Stockholders’
	Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Capital		Deficit			Deficit
Balance at June 30, 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 for consulting services																		13,184,166		1,318		416,569					417,887
Shares issued as compensation to employees																		5,320,000		532		88,875					89,407
Shares issued as compensation to directors and officers																		30,960,000		3,096		517,528					520,624
Shares issued for conversion of notes payable																		47,163,371		4,715		586,099					590,814
Deemed dividend																						630,130		(630,130	)		-
Net loss for the nine months ended March 31, 2024																								(2,275,069	)		(2,275,069	)
Balance at March 31, 2024		13,992,340	$	13,992		1,327,670	$	1,328		-	$	-		1	$	0		126,472,250	$	12,648	$	57,836,980	$	(62,774,599	)	$	(4,909,651	)

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

~~See~~FOR ~~Notes~~THE toTHREE ~~Unaudited~~MONTHS ~~Consolidated~~ENDED ~~Financial~~SEPTEMBER ~~Statements.~~30, 2023

~~6 Table of Contents~~(UNAUDITED)

VISIUM TECHNOLOGIES, INC.

	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	)

~~CONSOLIDATED~~SEE ~~STATEMENTS~~NOTES OFTO ~~CHANGES~~UNAUDITED INCONSOLIDATED ~~STOCKHOLDERS’~~FINANCIAL ~~DEFICIT~~STATEMENTS.

~~FOR~~7 ~~THE~~Table ~~THREE~~of ~~AND NINE MONTHS ENDED MARCH 31, 2023~~Contents

~~(UNAUDITED)~~VISIUM TECHNOLOGIES, INC.

~~For~~CONSOLIDATED ~~the~~STATEMENTS ~~three~~OF ~~months~~CASH ~~ended March 31, 2023~~FLOWS

	Preferred Stock -Series A$0.001Par Value				Preferred Stock -Series B$0.001Par Value				Preferred Stock -Series AA$0.001Par 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 December 31, 2022		13,992,340	$	13,992		1,327,670	$	1,328		1	$	0		3,986,103	$	398	$	54,304,833	$	(58,317,951	)	$	(3,997,400	)
Shares issued for consulting services														58,333		6		18,078					18,084
Shares issued as compensation to employees														230,000		23		71,277					71,300
Shares issued as compensation to directors and officers														520,002		52		161,148					161,200
Shares issued for conversion of notes payable														727,550		73		213,345					213,418
Commitment shares issued pursuant to financing														66,668		7		13,993					14,000
Net loss for the three months ended March 31, 2023																				(732,085	)		(732,085	)
Balance at March 31, 2023		13,992,340	$	13,992		1,327,670	$	1,328		1	$	0		5,588,656	$	559	$	54,782,670	$	(59,050,036	)	$	(4,251,487	)

(Unaudited)

For the nine months ended March 31, 2023

	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

	Preferred Stock -Series A$0.001Par Value				Preferred Stock -Series B$0.001Par Value				Preferred Stock -Series AA$0.001Par 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, 2022		13,992,340	$	13,992		1,327,670	$	1,328		1	$	0		2,896,385	$	288	$	53,749,386		$	(56,558,552	)	$	(2,793,558	)
Shares issued for consulting services														69,815		7		36,949						36,956
Shares issued as compensation to employees														465,001		47		144,103						144,150
Shares issued as compensation to directors and officers														1,045,932		105		360,908						361,013
Warrants issued on extinguishment of debt																		186,972						186,972
Shares issued for conversion of notes payable and accrued interest														976,100		98		290,366						290,464
Commitment shares issued pursuant to financing														66,668		7		13,993						14,000
Shares issued for exercise of warrants														68,755		7		(7	)					0
Net loss for the nine months ended March 31, 2023																					(2,491,484	)		(2,491,484	)
Balance at March 31, 2023		13,992,340	$	13,992		1,327,670	$	1,328		1	$	0		5,588,656	$	559	$	54,782,670		$	(59,050,036	)	$	(4,251,487	)

SEE NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS.

~~See~~8 ~~Notes~~Table toof ~~Unaudited Consolidated Financial Statements.~~Contents

7VISIUM ~~Table~~TECHNOLOGIES, ~~of Contents~~INC.

~~Visium~~NOTES ~~Technologies,~~TO ~~Inc.~~UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

~~CONSOLIDATED~~SEPTEMBER ~~STATEMENTS~~30, ~~OF CASH FLOWS~~2024

~~(Unaudited)~~NOTE 1: ORGANIZATION, DESCRIPTION OF BUSINESS AND GOING CONCERN

	Nine-months ended
	March 31,
	2024			2023
Cash flows from operating activities:
Net loss	$	(2,275,069	)	$	(2,491,484	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation		1,027,918			542,149
Amortization of debt discount		32,355			83,218
Derivative liability expense		-			62,773
(Gain) loss on change in fair value of derivative liability		(57,496	)		84,246
Loss on extinguishment of debt		21,141			519,993
Changes in operating assets and liabilities:
Accounts payable and accrued expenses		236,568			37,812
Prepaid license fee		(19,446	)		(17,500	)
Accrued interest		204,830			150,008
Accrued compensation		461,650			576,045
Net cash used in operating activities		(367,549	)		(452,740	)
Cash flows from financing activities:
Proceeds from promissory notes payable		335,000			150,000
Repayment of convertible notes payable		(97,392	)		-
Proceeds from convertible notes payable		133,000			140,000
Repayment of promissory notes payable		(83,849	)		-
Advances from officers		79,055			72,500
Net cash provided by financing activities		365,814			362,500
Net decrease in cash		(1,735	)		(90,240	)
Cash, beginning of period		9,982			136,990
Cash, end of period	$	8,247		$	46,750
Supplemental disclosures of cash flow information:
Cash paid for interest	$	8,531		$	-
Cash paid for income taxes	$	-		$	-
Non-cash investing and financing activities:
Issuance of common stock for conversion of notes payable and accrued interest	$	590,814		$	290,464
Commitment shares issued for financing		-			14,000
Warrants on extinguishment of debt	$	-		$	186,972

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.

~~See~~Visium ~~Notes~~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 ~~Unaudited~~license ~~Consolidated~~a patented ~~Financial~~technology ~~Statements~~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 TruContextTM. 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. TruContextTM 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.

8The ~~Table~~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 ~~Contents~~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 TruContextTM cybersecurity platform. As of September 30, 2024 no activity has occurred pursuant to this contract.

~~VISIUM~~In ~~TECHNOLOGIES~~April 2021 the Company created JAJ Advisory, ~~INC~~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.

~~NOTES~~Going ~~TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS~~Concern

~~MARCH~~The 31accompanying 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.

~~NOTE~~Basis 1:of ~~ORGANIZATION, GOING CONCERN AND BASIS OF PRESENTATION~~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 is(the ~~focused~~“Company” onor ~~professional~~“we”, ~~technology~~“us” ~~services,~~or ~~digital~~“our”) ~~risk~~financial ~~management~~position, results of operations and ~~cybersecurity~~cash flows for ~~network~~the ~~physical~~dates ~~security,~~and ~~the~~periods ~~Cloud,~~presented ~~mobility~~and ~~solutions,~~to ~~critical~~make ~~infrastructure~~such ~~security,~~information not misleading. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the ~~Internet~~United States of ~~Things~~America have been omitted pursuant to rules and regulations of the Securities and Exchange Commission (“~~IOT~~SEC”), nevertheless, management of the Company believes that the disclosures herein are adequate to make the information presented not misleading.

InThese ~~April~~unaudited ~~2021~~consolidated financial statements should be read in conjunction with the Company’s ~~created~~audited ~~JAJ~~financial ~~Advisory~~statements for the year ended June 30, ~~LLC~~2024, acontained ~~Viriginia~~in ~~limited~~the ~~liability~~Company’s ~~company~~Annual Report on Form 10-K filed with the SEC on September 30, 2024. The ~~LLC~~results ~~was~~of ~~established~~operations for the three months ended September 30, 2024, are not necessarily indicative of results to ~~account~~be expected for ~~non-technology/cybersecurity~~any ~~related~~other ~~business~~interim ~~activities~~period ~~that~~or the ~~Company~~fiscal ~~may~~year ~~pursue~~ending June 30, 2025.

~~Recent~~9 ~~Developments~~Table of Contents

~~The~~VISIUM ~~Company is entering the West Africa data center construction market after it landed a contract in November~~TECHNOLOGIES, 2023 valued at over $20 million from its partner, Cybastion Institute of Technology, to oversee the design and construction of data centers in the Republic of Côte d’Ivoire and the Republic of BeninINC. 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 controls and distribution systems, rack layouts, network topology, vendor high availability, and a comprehensive security stack which will includes Visium’s proprietary TruContextTM cybersecurity platform. As of March 31, 2024 no activity has occurred pursuant to this contract.

~~Going~~NOTES ~~Concern~~TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

~~The~~SEPTEMBER ~~accompanying consolidated financial statements have been prepared on a going concern basis. For the nine months ended March 31~~30, 2024 we had a net loss of $2,275,069, had net cash used in operating activities of $367,549 and had negative working capital of $4,909,651. 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~~NOTE of2: ~~Presentation~~SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

~~The~~Fiscal 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 United States Securities and Exchange Commission (“SEC”), nevertheless, management of the Company believes that the disclosures herein are adequate to make the information presented not misleading.Year

~~These~~The ~~unaudited~~fiscal ~~consolidated financial statements should be read in conjunction with the Company’s audited financial statements for the~~ year ~~ended~~ends on June 30,. ~~2023,~~References ~~contained~~to infiscal ~~the~~year ~~Company’s Annual Report on Form 10-K filed with the SEC on October 6~~2025, ~~2023. The results of operations~~ for ~~the nine months ended March 31~~example, ~~2024,~~refer ~~are not necessarily indicative of results~~ to ~~be expected for any other interim period or~~ the fiscal year ending June 30, ~~2024~~2025.

9Principles ~~Table~~ of ~~Contents~~Consolidation

~~VISIUM~~The ~~TECHNOLOGIES,~~accompanying ~~INC~~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.

~~NOTES~~Use TOof ~~UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS~~Estimates

~~MARCH~~The 31preparation 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, ~~2024~~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.

~~NOTE~~Cash 2:and ~~SUMMARY~~Cash ~~OF SIGNIFICANT ACCOUNTING POLICIES~~Equivalents

~~Fiscal~~The ~~Year~~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.

~~The~~Concentration ~~fiscal~~of ~~year~~Credit ~~ends on June 30. References to fiscal year 2024, for example, refer to the fiscal year ending June 30, 2024.~~Risks

~~Principles~~The Company is subject to a concentration of ~~Consolidation~~credit risk from cash.

The ~~accompanying~~Company’s ~~unaudited~~cash ~~consolidated~~account ~~financial~~is ~~statements~~held ~~have~~at ~~been~~a ~~prepared~~financial ininstitution ~~accordance~~and ~~with~~is ~~United~~insured ~~States~~by ~~generally~~the ~~accepted~~Federal ~~accounting~~Deposit ~~principles~~Insurance ~~and~~Corporation, ~~include~~or ~~the~~FDIC, ~~accounts~~up ofto ~~the~~$250,000. As ~~Company~~of ~~and~~September ~~its~~30, ~~wholly-owned~~2024 ~~subsidiaries.~~and ~~All~~June ~~significant~~30, ~~intercompany~~2024, ~~transactions~~the ~~and~~Company ~~balances~~did ~~have~~not ~~been~~exceed ~~eliminated~~these inFDIC ~~consolidation~~limits.

~~Use~~Derivative ~~of Estimates~~Liabilities

The ~~preparation~~Company ofassessed ~~consolidated financial statements in conformity with accounting principles generally accepted in~~ the ~~United~~classification ~~States~~ of ~~America~~its ~~requires~~derivative ~~management~~financial toinstruments ~~make~~as ~~estimates and assumptions that affect the reported amounts~~ of ~~assets~~September ~~and~~30, ~~liabilities~~2024 and ~~disclosure~~June of30, ~~contingent~~2024 ~~assets~~which ~~and~~consist ~~liabilities at the date~~ of ~~the~~convertible ~~financial~~instruments ~~statements~~ and ~~the~~rights ~~reporting~~to ~~amounts~~shares of ~~revenues and expenses during~~ the ~~reported~~Company’s ~~period.~~common ~~Actual results will differ from those estimates. Included in these estimates are assumptions used in Cox, Ross & Rubinstein Binomial Tree~~ stock~~-based~~ ~~compensation~~and ~~valuation~~determined ~~methods,~~that such asderivatives ~~expected~~meet ~~volatility, risk-free interest rate, and expected dividend rate and in~~ the ~~valuation~~criteria ~~allowance~~for ofliability ~~deferred~~classification ~~tax~~under ~~assets~~ASC ~~and derivative liability~~815.

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

~~The~~10 ~~Company~~Table ~~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 nine months ended March 31, 2024 and year ended June 30, 2023.~~Contents

~~Concentration~~VISIUM ofTECHNOLOGIES, ~~Credit Risks~~INC.

~~The~~NOTES ~~Company~~TO isUNAUDITED ~~subject~~CONSOLIDATED toFINANCIAL ~~a concentration of credit risk from cash.~~STATEMENTS

~~The~~SEPTEMBER ~~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 March 31, 2024 and June~~ 30, ~~2023, the Company did not exceed these FDIC limits.~~2024

~~Derivative~~NOTE ~~Liabilities~~2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued

The Company ~~assessed~~uses judgment in determining the ~~classification~~fair value of ~~its~~ derivative ~~financial~~liabilities ~~instruments~~at asthe date of ~~March~~issuance ~~31,~~and ~~2024~~at ~~and~~every ~~June~~balance ~~30,~~sheet ~~2023~~thereafter ~~which~~and ~~consist~~in ofdetermining ~~convertible~~which ~~instruments~~valuation ~~and~~method ~~rights~~is tomost ~~shares~~appropriate offor the ~~Company’s~~instrument, ~~common~~the ~~stock~~expected ~~and~~volatility, ~~determined~~the ~~that~~implied ~~such~~risk-free ~~derivatives~~interest ~~meet~~rate, as well as the ~~criteria~~expected ~~for~~dividend rate, if any. The Company recorded a derivative liability ~~classification~~as ~~under~~of ~~ASC~~September ~~815~~30, 2024 of $15,455.

~~ASC~~Fair ~~815~~Value 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~~Financial 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.Instruments

The Company ~~uses~~accounts ~~judgment~~for inassets ~~determining~~and ~~the~~liabilities measured at fair value ofon ~~derivative~~a ~~liabilities~~recurring atbasis, ~~the~~in ~~date~~accordance ofwith ~~issuance~~ASC ~~and~~Topic at820, ~~every~~Fair ~~balance~~Value ~~sheet~~Measurements ~~thereafter~~ and inDisclosures, ~~determining~~or ~~which~~ASC ~~valuation~~820. ~~method~~ASC is820 ~~most~~establishes ~~appropriate~~a common definition for ~~the~~fair ~~instrument,~~value ~~the~~to ~~expected~~be ~~volatility,~~applied ~~the~~to ~~implied~~existing ~~risk-free~~generally ~~interest~~accepted ~~rate,~~accounting asprinciples ~~well~~that asrequire the ~~expected~~use ~~dividend~~of ~~rate~~fair value measurements, ifestablishes ~~any.~~a ~~The~~framework ~~Company~~for ~~recorded~~measuring ~~derivative~~fair ~~liabilities~~value, asand ofexpands ~~March~~disclosure ~~31,~~about ~~2024~~such offair ~~$23,211~~value measurements.

~~Fair~~ASC ~~Value~~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 ~~Financial~~valuation ~~Instruments~~techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized below:

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.

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.

10The ~~Table~~following ofis ~~Contents~~the Level 3 activity for the Company’s derivatives:

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:

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

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.

Additional Disclosures Regarding Fair Value Measurements

~~Additional~~The ~~Disclosures~~carrying ~~Regarding~~value ~~Fair~~of ~~Value~~cash, ~~Measurements~~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.

~~The~~Convertible 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.Instruments

~~Convertible~~The ~~Instruments~~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.

~~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~~815-2040, ~~Debt~~Contracts ~~with~~in ~~Conversion~~Entity’s ~~and~~own ~~Other Options. Accordingly~~Equity, ~~the~~generally ~~Company~~provides ~~records~~that, ~~when~~among ~~necessary~~other things, ~~discounts~~if toan ~~convertible~~event ~~notes~~is ~~for~~not ~~the~~within ~~intrinsic value of conversion options embedded in debt instruments based upon~~ the ~~differences~~entity’s ~~between~~control, ~~the~~such ~~fair~~contract ~~value~~could ofrequire ~~the~~net ~~underlying~~cash ~~common~~settlement ~~stock at the commitment date of the note transaction~~ and ~~the~~shall ~~effective~~be ~~conversion~~classified ~~price~~as ~~embedded~~an inasset ~~the~~or ~~note.~~a ~~Debt discounts under these arrangements are amortized over the term of the related debt to their earliest date of redemption~~liability. 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~~The ~~815-40,~~Company ~~Contracts~~determines whether the instruments issued in ~~Entity’s~~the ~~own~~transactions ~~Equity,~~are ~~generally~~considered ~~provides~~indexed ~~that,~~to ~~among~~the ~~other~~Company’s ~~things,~~own ifstock. anDuring ~~event~~fiscal isyears ~~not~~2014 ~~within~~through 2024 the ~~entity~~Company’s ~~control,~~issued ~~such~~convertible ~~contract~~securities ~~could~~with ~~require~~variable ~~net~~conversion ~~cash~~provisions ~~settlement~~that ~~and~~resulted ~~shall~~in bederivative ~~classified~~liabilities. asSee andiscussion ~~asset~~above orunder derivative liabilities that resulted in a change in derivative liability accounting.

~~The~~ Revenue Company determines whether the instruments issued in the transactions are considered indexed to the Company’s own stock. During fiscal years 2014 through 2023 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.Recognition

~~Revenue~~All ~~Recognition~~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.

~~All~~11 ~~revenues~~Table ~~are~~of 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.Contents

11VISIUM ~~Table~~TECHNOLOGIES, ~~of Contents~~INC.

~~VISIUM~~NOTES ~~TECHNOLOGIES,~~TO ~~INC.~~UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

~~NOTES~~SEPTEMBER TO30, ~~UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS~~2024

~~MARCH~~NOTE 312: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, ~~2024~~continued

~~NOTE~~Income ~~2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued~~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 ~~accounts~~follows ~~for income taxes pursuant to~~ the provisions of ASC 740-10, “Accounting for Uncertain Income ~~Taxes,~~Tax Positions”. ~~which~~When ~~requires,~~tax ~~among~~returns ~~other~~are ~~things~~filed, anit ~~asset~~is ~~and~~highly ~~liability~~certain ~~approach~~that tosome ~~calculating~~positions ~~deferred~~taken ~~income~~would ~~taxes.~~be ~~The~~sustained ~~asset~~upon ~~and~~examination ~~liability~~by ~~approach~~the ~~requires~~taxing ~~the~~authorities, ~~recognition~~while ofothers ~~deferred~~are ~~tax~~subject ~~assets~~to ~~and~~uncertainty ~~liabilities~~about ~~for~~the merits of the ~~expected~~position ~~future~~taken ~~tax~~or ~~consequences~~the amount of ~~temporary~~the ~~differences~~position ~~between~~that ~~the~~would ~~carrying~~be ~~amounts~~ultimately ~~and~~sustained. ~~the~~In ~~tax~~accordance ~~bases~~with the guidance of ~~assets~~ASC ~~and~~740-10, ~~liabilities.~~the Abenefit ~~valuation~~of ~~allowance~~a tax position is ~~provided~~recognized toin ~~offset~~the ~~any~~financial ~~net~~statements ~~deferred~~in ~~tax~~the ~~assets~~period ~~for~~during which, based on all available evidence, management believes it is more likely than not that the ~~net~~position ~~deferred~~will ~~asset~~be ~~will~~sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not beoffset 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 ~~follows~~has ~~the~~adopted ~~provisions of~~ ASC 740-10-25, “~~Accounting~~Definition ~~for~~of ~~Uncertain Income Tax Positions~~Settlement”., ~~When~~which ~~tax~~provides ~~returns~~guidance ~~are~~on ~~filed,~~how itan isentity ~~highly~~should ~~certain~~determine ~~that~~whether ~~some~~a ~~positions~~tax ~~taken~~position ~~would~~is beeffectively ~~sustained~~settled ~~upon~~for ~~examination by~~ the ~~taxing~~purpose ~~authorities,~~of ~~while~~recognizing ~~others~~previously ~~are~~unrecognized ~~subject~~tax tobenefits ~~uncertainty~~and ~~about~~provides ~~the~~that ~~merits~~a oftax ~~the~~ position ~~taken~~can orbe ~~the~~effectively ~~amount~~settled ofupon the ~~position~~completion ~~that~~of ~~would~~an beexamination ~~ultimately~~by ~~sustained.~~a Intaxing ~~accordance~~authority ~~with~~without ~~the~~being ~~guidance~~legally ofextinguished. ~~ASC~~For ~~740-10,~~tax ~~the~~positions ~~benefit~~considered ofeffectively asettled, ~~tax~~an ~~position~~entity iswould ~~recognized~~recognize in the ~~financial~~full ~~statements~~amount inof ~~the~~tax ~~period during which~~benefit, ~~based~~even onif ~~all~~the ~~available~~tax ~~evidence,~~position ~~management~~is ~~believes~~not itconsidered is more likely than not ~~that~~to ~~the position will~~ be sustained ~~upon~~based ~~examination,~~solely ~~including~~on the ~~resolution~~basis of ~~appeals~~its ortechnical ~~litigation~~merits ~~processes,~~and ifthe ~~any.~~statute ~~Tax~~of ~~positions~~limitations ~~taken~~remains ~~are~~open. ~~not~~As ~~offset~~of orSeptember ~~aggregated~~30, ~~with~~2024, ~~other~~the ~~positions.~~Company ~~Tax~~had ~~positions that meet the more-likely-than-~~not ~~recognition~~filed ~~threshold~~tax ~~are~~returns ~~measured~~for as the ~~largest~~tax ~~amount~~years ofending ~~tax~~June ~~benefit~~30, ~~that~~2008 isthrough ~~more~~2024 ~~than~~and 50such ~~percent~~returns, ~~likely~~when offiled, ~~being~~potentially ~~realized~~will ~~upon~~be ~~settlement~~subject ~~with~~to ~~the~~audit ~~applicable~~by the taxing ~~authority.~~authorities ~~The~~for ~~portion~~a minimum of ~~the~~three ~~benefits~~years ~~associated~~beyond ~~with~~the ~~tax~~filing ~~positions~~date ~~taken~~under ~~that exceeds~~ the ~~amount~~three-year ~~measured~~statute asof ~~described~~limitations. ~~above~~The ~~should~~Company behas ~~reflected~~not asaccrued aany ~~liability~~potential ~~for uncertain~~ tax ~~benefits~~penalties inassociated ~~the accompanying balance sheet along~~ with ~~any~~not ~~associated~~filing ~~interest~~these ~~and~~tax ~~penalties~~returns. ~~that~~Due ~~would be payable~~ to ~~the~~recurring ~~taxing~~losses, ~~authorities~~management ~~upon examination. The Company~~ believes ~~its~~such potential tax ~~positions~~penalties, ~~are~~if ~~all highly certain of being upheld upon examination. As such~~any, ~~the~~would ~~Company has~~ not ~~recorded~~be amaterial ~~liability~~in ~~for uncertain tax benefits~~amount.

~~The Company has adopted ASC 740~~Share-~~10-25,~~Based “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 March 31, 2024, the Company had not filed tax returns for the tax years ending June 30, 2008 through 2023 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.Payments

~~Share~~The Company accounts for stock-~~Based~~based ~~Payments~~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.

~~The~~Under ~~Company~~ASC ~~accounts~~Topic ~~for stock-based compensation in accordance with ASU 2022-07~~718, “Compensation –- Stock Compensation ~~(Topic 718)~~”. ~~This~~Under ~~update~~the isfair ~~intended~~value torecognition ~~reduce~~provisions ~~cost~~of ~~and~~this ~~complexity~~topic, ~~and to improve financial reporting for share~~stock-based ~~payments~~compensation ~~issued~~cost tois ~~non-employees~~measured ~~(for~~at ~~example,~~the ~~service~~grant ~~providers,~~date ~~external~~based ~~legal~~on ~~counsel,~~the ~~suppliers,~~fair ~~etc.).~~value ~~The~~of ~~ASU expands~~ the ~~scope~~award ofand ~~Topic~~is ~~718,~~recognized ~~Compensation—Stock~~as ~~Compensation,~~an ~~which~~expense ~~currently~~on ~~only~~a ~~includes share~~straight-~~based~~line ~~payments~~basis ~~issued~~over tothe ~~employees,~~requisite toservice ~~also include share-based payments issued to non-employees for goods and services. Consequently~~period, ~~the~~which ~~accounting for share-based payments to non-employees and employees~~ is ~~substantially~~the ~~aligned~~vesting period.

~~Under~~The ~~ASC~~Company ~~Topic~~has ~~718~~elected to use the Cox, ~~“Compensation~~Ross –& ~~Stock~~Rubinstein ~~Compensation”.~~Binomial ~~Under~~Tree valuation model to estimate the fair value ~~recognition~~of ~~provisions~~its ofoptions, ~~this~~which ~~topic~~incorporates various subjective assumptions including volatility, ~~stock~~risk-~~based~~free ~~compensation~~interest ~~cost~~rate, isexpected ~~measured~~life, atand ~~the~~dividend ~~grant~~yield ~~date~~to ~~based~~calculate on the fair value of ~~the~~stock ~~award~~option ~~and~~awards. isCompensation expense recognized asin anthe ~~expense~~statements of operations is based on aawards ~~straight-line~~ultimately ~~basis~~expected ~~over~~to vest and reflects estimated forfeitures. ASC 718 requires forfeitures to be estimated at the ~~requisite~~time ~~service~~of ~~period~~grant and revised, ~~which~~if isnecessary, ~~the~~in ~~vesting~~subsequent ~~period~~periods if actual forfeitures differ from those estimates.

~~The~~Segment 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.Reporting

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

~~The~~12 ~~Company~~Table ~~operates~~of ~~in one business segment which technologies are focused on professional services, data analytics, and cybersecurity.~~Contents

12VISIUM ~~Table~~TECHNOLOGIES, ~~of Contents~~INC.

~~VISIUM~~NOTES ~~TECHNOLOGIES,~~TO ~~INC.~~UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

~~NOTES~~SEPTEMBER TO30, ~~UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS~~2024

~~MARCH~~NOTE 312: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, ~~2024~~continued

~~NOTE~~Recent 2:Accounting ~~SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued~~Pronouncements

~~Recent~~All ~~Accounting~~new ~~Pronouncements~~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.

InBasic ~~August 2020, the FASB issued ASU 2020-06, Debt - Debt with Conversion~~ and ~~Other~~Diluted ~~Options~~Earnings ~~(Subtopic~~Per 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40) – Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. The ASU simplifies accounting for convertible instruments by removing major separation models required under current GAAP. Consequently, more convertible debt instruments will be reported as a single liability instrument with no separate accounting for embedded conversion features. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, which will permit more equity contracts to qualify for the exceptions.Share

~~All~~Basic ~~other~~earnings ~~newly~~per ~~issued~~share ~~accounting~~are ~~pronouncements~~calculated ~~but~~by ~~not~~dividing ~~yet~~income ~~effective~~available ~~have~~to ~~been~~stockholders ~~deemed~~by ~~immaterial~~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 ~~nonapplicable~~convertible preferred stock. Potential common shares that would be as follows:

Basic and Diluted Earnings Per Share

	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

~~Basic~~Antidilutive ~~earnings~~shares ~~per~~excluded ~~share~~from ~~are calculated by dividing income available to stockholders by~~ the ~~weighted-average~~diluted ~~number of shares of Common Stock outstanding during each period. Diluted~~ earnings per share ~~are~~computation ~~computed~~were 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:

	March 31,		June 30,
Common stock options		2,222		-
	2024		2023
Warrants		5,114,576		-
Weighted average common shares outstanding		74,327,012		6,306,120
Total antidilutive securities		5,116,798		-
Effect of dilutive securities-when applicable:
Convertible promissory notes		74,285,854		38,998,249
Preferred stock		11,348		11,348
Common stock options		2,222		2,222
Warrants		5,114,576		5,115,207
Fully diluted earnings per share—adjusted weighted-average shares and assumed conversions		153,741,012		50,433,146

NOTE 3: ~~PREPAID~~DERIVATIVE ~~LICENSE FEE~~LIABILITY

InDerivative ~~April~~liability ~~2022,~~– ~~the~~convertible Company entered into two-year software license agreement to enable product development. The license fee is prepaid at a rate of $77,850 annually, beginning July 1 of each year. The prepaid license fee is amortized on a straight-line basis over the term of the license agreement, and is included in Development expense in our Statement of Operations. As of March 31, 2024, the prepaid license fee was $19,446.notes

13The ~~Table~~Company has certain convertible notes with variable price conversion terms. Upon the issuance of ~~Contents~~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.

~~VISIUM~~The ~~TECHNOLOGIES~~revaluation of the convertible debt at each reporting period, ~~INC~~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”.

~~NOTES~~The TOCompany ~~UNAUDITED~~has ~~CONSOLIDATED~~determined ~~FINANCIAL~~its ~~STATEMENTS~~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:

MARCH 31, 2024

	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	%

~~NOTE~~Changes 4:in ~~DERIVATIVE~~the ~~LIABILITIES~~derivative liabilities during the three months ended September 30, 2024 is follows:

Derivative liability – convertible notes

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

~~The~~NOTE ~~Company~~4: ~~has~~ACCRUED ~~certain~~INTEREST 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 March 31, 2024 and June 30, 2023 using the Cox, Ross & Rubinstein Binomial Tree valuation model.PAYABLE

~~The~~Changes revaluation of the warrants and convertible debt at each reporting period, as well as the charges associated with issuing additional convertible notes, and warrants with price protection features, resulted in ~~the~~accrued ~~recognition~~interest ofpayable aduring ~~gain of $57,496 and a loss of $84,246 for~~ the ~~nine~~three months ~~March~~ended ~~31,~~September 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 warrants at March 31, 2024 and June 30, ~~2023 was $0 and $0, respectively. The fair value of the derivative liability related to the convertible debt at March 31,~~ 2024 ~~and June 30, 2023~~ is ~~$23,211~~as ~~and $80,707, respectively, which is reported on the consolidated balance sheet under the caption “Derivative liability”.~~ follows:

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:

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

	Nine Months Ended March 31,
	2024			2023
Effective exercise price	$	0.0026		$	0.107 – $0.139
Effective market price	$	0.0039		$	0.1945
Expected volatility		156.53	%		303.3	%
Risk-free interest		5.48	%		4.79	%
Expected terms	60 days			60-193 days
Expected dividend rate		0	%		0	%

Table of Contents

~~Changes~~VISIUM ~~in the derivative liabilities during the nine months ended March 31~~TECHNOLOGIES, ~~2024 is follows:~~INC.

Derivative liabilities at June 30, 2023	$	80,707
Derivative liability expense		-
Gain on change in fair value of derivative liabilities		(57,496	)
Derivative liabilities at March 31, 2024	$	23,211

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

14SEPTEMBER ~~Table~~30, ~~of Contents~~2024

~~VISIUM~~NOTE ~~TECHNOLOGIES,~~5: ~~INC.~~CONVERTIBLE NOTES PAYABLE AND NOTES PAYABLE

~~NOTES~~Convertible TONotes ~~UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS~~Payable

~~MARCH~~At 31September 30, 2024 and June 30, 2024 convertible debentures consisted of the following:

NOTE 5: ACCRUED INTEREST PAYABLE

	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

~~Changes~~The inCompany 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 ~~during~~bear interest at rates ranging from 0% to 18% per annum. The convertible notes are generally convertible, at the ~~nine~~holders’ ~~months~~option, ~~ended~~at ~~March~~rates 31ranging from $0.0042 to $22,500 ~~2024~~per isshare, as ~~follows:~~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.

Accrued interest payable at June 30, 2023	$	548,041
Conversion of accrued interest into common stock		(240,257	)
Interest expense paid in cash		(8,531	)
Interest expense accrued for the nine months ended March 31, 2024		213,361
Accrued interest payable at March 31, 2024	$	512,621

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

NOTE 6: CONVERTIBLE NOTES PAYABLE AND NOTES PAYABLE

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

~~Convertible~~For ~~Notes~~the ~~Payable~~three months ended September 30, 2024, the following summarizes the conversion of debt for common shares:

At March 31, 2024 and June 30, 2023 convertible debentures consisted of the following:

			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

	March 31,			June 30,
	2024			2023
Convertible notes payable	$	686,908		$	937,576
Discount on convertible notes		(10,984	)		-
Convertible notes, net	$	675,924		$	937,576

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:

The Company had convertible promissory notes aggregating $675,924 and $937,576 at March 31, 2024 and June 30, 2023, respectively. The related accrued interest amounted to approximately $243,137 and $324,031 at March 31, 2024 and June 30, 2023, 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 March 31, 2024, approximately $634,000 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.

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

~~The~~In ~~changes~~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 ~~notes~~note ~~payable~~in ~~balance~~cash ~~are~~in ~~summarized~~September ~~below:~~2023. The repayment terms included a premium provision, resulting in a loss on the extinguishment of this debt of $12,035.

Convertible notes payable at June 30, 2023	$	937,576
Convertible notes issued during the nine months ended March 31, 2024		133,000
Convertible notes repaid in cash		(76,250	)
Short term loan amended to be convertible note payable		10,000
Discount related to convertible notes payable		(10,984	)
Conversion of convertible notes payable into common stock		(331,317	)
Convertible notes payable at March 31, 2024	$	675,924

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

For the nine months ended March 31, 2024, the following summarizes the conversion of debt for common shares:

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

			Amount of		Amount of						Conversion
	Shares		Converted		Converted		Conversion				Price
Name	Issued		Principal		Interest		Expense		Total		Per Share
Talos Victory Fund		778,500	$	7,474	$	3,826	$	1,750	$	13,050	$	0.0168
FirstFire		6,000,000		118,200		-		-		118,200		0.0118
Mast Hill		17,467,930		140,743		234,025		17,500		392,269		0.0169
Morris Johnson		500,000		10,000		400		-		10,400		0.0208
1800 Diagonal		12,616,941		54,900		1,995		-		56,895		0.0045
Total		47,163,371	$	331,317	$	240,257	$	19,250	$	590,814	$	0.0125

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.

~~The~~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 ~~repaid~~issuance aof common stock or securities convertible ~~note~~into inor ~~cash~~exercisable infor ~~September~~common ~~2023~~stock, such as options and ~~again~~warrants, inat ~~March~~a ~~2024.~~price ~~The~~per ~~repayment~~share ~~terms~~less ~~included~~than athe ~~premium~~conversion ~~provision,~~price ~~resulting~~then in aeffect. ~~loss~~For oninstance, if the ~~extinguishment~~Company issues shares of ~~this~~its ~~debt~~common stock or options exercisable for or securities convertible into common stock at an effective price per share of ~~$21~~common stock less than the exercise price then in effect,~~141~~ the conversion price will be reduced to the effective price of the new issuance.

ANotes ~~recap of the Gain on extinguishment of debt follows:~~Payable

Loss on extinguishment of debt related to payoff of convertible notes		$	(21,141	)
Total		$	(21,141	)

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.

In14 ~~February~~Table ~~2022, the Company entered into a 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.~~Contents

15VISIUM ~~Table~~TECHNOLOGIES, ~~of Contents~~INC.

~~These~~NOTES ~~notes~~TO ~~had~~UNAUDITED ~~price~~CONSOLIDATED ~~protection~~FINANCIAL 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.STATEMENTS

~~Due~~SEPTEMBER ~~to the price protection features of these convertible notes~~30, the difference between the amount of the fair value of the current conversion price and reduced conversion price calculated using the outstanding principal balances of the notes affected at the time of the conversion at the lower conversion price amounted to a total of $630,130 and is recorded as a deemed dividend with a corresponding increase and decrease in additional paid in capital as of March 31, 2024. Additionally, for the nine months ended March 31, 2024, it is reflected as a reduction to the net loss for the year to arrive at the net loss attributable to common shareholders to recognize the effect of the price protection provisions.

~~Notes~~NOTE ~~Payable~~6: STOCKHOLDERS’ DEFICIT

~~The~~Common Company had promissory notes aggregating $650,603 and $380,013 at March 31, 2024 and June 30, 2023, respectively. The related accrued interest amounted to approximately $269,484 and $224,010 at March 31, 2024 and June 30, 2023, respectively. The notes payable bear interest at rates ranging from 0% to 16% per annum and are payable monthly. Stock

~~Promissory~~On ~~notes~~September ~~totaling~~18, ~~$355~~2024,~~000~~ ~~have~~the ~~matured~~Company asadopted ofand ~~March~~on 31October 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.

~~NOTE~~At 7:September ~~STOCKHOLDERS’~~30, ~~DEFICIT~~2024, the Company had 3,000,000,000 authorized common shares.

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

AtIssuances ~~March~~of ~~31,~~Common ~~2024,~~Stock During the ~~Company~~Three ~~had~~Months ~~1,000,000,000~~Ended ~~authorized~~September ~~common~~30, ~~shares.~~2024

AtConvertible ~~March~~Notes 31, 2024, the Company has 126,480,567 common shares issued of which 126,472,250 were outstanding, which is net of approximately 8,309 unvested shares issued for the restricted stock awards granted during the year.Payable

~~Issuances~~During the three months ended September 30, 2024 the Company issued 10,691,000 shares of ~~Common~~its ~~Stock~~common ~~During~~stock related to the ~~Nine~~conversion ~~Months~~of ~~Ended~~$44,902 ~~March~~of 31principal accrued interest, ~~2024~~and fees for one of its convertible notes payable, at an average contract conversion price of $0.0042 per share.

~~Convertible~~Stock ~~Notes~~Based ~~Payable~~Compensation

During the ~~nine~~three months ended ~~March~~September 3130, 2024 the Company issued 4712,~~163~~500,~~371~~000 shares of its ~~common~~$0.0001 ~~stock~~par ~~related~~value tocommon ~~the~~stock ~~conversion~~as ofcompensation ~~$590,814~~to ofits ~~principal~~directors and ~~accrued~~officers. ~~interest,~~The atshares anwere ~~average~~valued ~~conversion~~at ~~price~~$52,500, ofor $0.~~0125~~0042 per share, based on the share price at the time of the transactions.

~~Stock~~During ~~Based~~the ~~Compensation~~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.

~~During~~Preferred the nine months ended March 31, 2024 the Company issued 30,960,000 shares of its $0.0001 par value common stock as compensation to its directors and officers. The shares were valued at $520,624, or $0.0168 per share, based on the share price at the time of the transactions. The shares vested during the period were issued at different dates, hence, different quoted prices. The grant-date quoted price of the shares that vested for directors and officers ranged from $0.0054 to $0.0169.Stock

~~During~~Series A and B issued and outstanding shares of the ~~nine~~Company’s ~~months~~convertible ~~ended~~preferred ~~March~~stock ~~31,~~have ~~2024~~a ~~13,184,166~~par ~~shares~~value of ~~its~~ $0.~~0001~~001. ~~par~~All ~~value~~classes ~~common~~rank(ed) ~~stock~~prior ~~vested~~ to ~~its~~any ~~consultants,~~class asor ~~compensation~~series ~~under~~of ~~separate~~the ~~consulting~~Company’s ~~agreements.~~common ~~The~~stock ~~shares~~as ~~were~~to ~~valued~~the atdistribution ~~$417,887,~~of orassets ~~$0.03~~upon ~~per~~liquidation, ~~share.~~dissolution ~~The~~or ~~shares~~winding ~~vested~~up ~~during~~of the ~~period~~Company ~~were~~or ~~issued~~as atto ~~different~~the ~~dates,~~payment ~~hence~~of ~~different~~dividends. ~~quoted~~All ~~prices.~~preferred ~~The~~stock ~~grant-date~~shall ~~quoted~~have ~~price~~no ofvoting rights except if the ~~shares~~subject ~~that~~of ~~vested~~such ~~for~~vote ~~consultants~~would ~~ranged~~reduce ~~from~~the ~~$0.0168~~amount payable to ~~$0.3100.~~the ~~Consultants~~holders ~~were~~of ~~granted~~preferred stock ~~awards~~upon inliquidation ~~January~~or ~~2023,~~dissolution atof athe ~~time~~company ~~when~~and ~~stock~~cancel ~~prices~~and ~~were~~modify ~~trading~~the ~~$0.31,~~conversion ~~Some~~rights of ~~these~~the ~~granted~~holders ~~stocks~~of ~~were~~preferred ~~vested~~stock inas Q2defined ~~2024.~~in ~~Directors,~~the ~~officers,~~certificate ~~and~~of ~~employees~~designations ~~did~~of ~~not~~the ~~receive~~respective aseries ~~stock~~of ~~award~~preferred ~~on the same date~~stock.

~~During~~Series ~~the~~A ~~nine~~Convertible ~~months~~Preferred ended March 31, 2024 the Company issued 5,320,000 shares of its $0.0001 par value common stock as compensation to its employees. The shares were valued at $89,407, or $0.0168 per share, based on the share price at the time of the transaction.Stock

16The ~~Table~~Series A Preferred Stock has a stated value of ~~Contents~~$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.

~~VISIUM~~Series ~~TECHNOLOGIES,~~B ~~INC.~~Convertible Preferred Stock

~~NOTES~~Thirty TOmillion ~~UNAUDITED~~(30,000,000) ~~CONSOLIDATED~~shares ~~FINANCIAL~~of ~~STATEMENTS~~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.

~~MARCH~~Series ~~31,~~C ~~2024~~Convertible Preferred Stock

~~NOTE~~Thirty 7:thousand ~~STOCKHOLDERS~~(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 ~~DEFICIT~~common stock at the price of $0.075 per share, ~~continued~~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

~~Series~~In AMarch ~~and~~2018, Bthe ~~issued~~Company authorized and ~~outstanding~~issued ~~shares~~one share of ~~the~~Series ~~Company’s~~AA convertible preferred stock ~~have~~which aprovides ~~par~~for ~~value~~the ofholder ~~$0.001.~~to ~~All~~vote ~~classes~~on ~~rank(ed)~~all ~~prior~~matters toas ~~any~~a class orwith ~~series of~~ the ~~Company’s~~holders ~~common~~of ~~stock~~Common asStock toand ~~the~~each ~~distribution~~share of ~~assets~~Series ~~upon~~AA ~~liquidation,~~Convertible ~~dissolution~~Preferred orStock ~~winding~~shall upbe ofentitled ~~the Company or as~~ to ~~the~~51% ~~payment~~ of ~~dividends.~~the ~~All~~common ~~preferred~~votes ~~stock~~on ~~shall~~any ~~have~~matters norequiring ~~voting~~a ~~rights~~shareholder ~~except~~vote ifof the ~~subject~~Company. ofEach ~~such~~one ~~vote~~share ~~would~~of ~~reduce~~Series ~~the~~AA ~~amount~~Convertible ~~payable~~Preferred toStock ~~the~~is ~~holders~~convertible ofinto ~~preferred~~one ~~stock~~(1) ~~upon~~share ~~liquidation or dissolution~~ of ~~the~~Common ~~company~~Stock. ~~and~~Mark ~~cancel~~Lucky, ~~and~~our ~~modify~~CEO, ~~the~~is ~~conversion rights of~~ the ~~holders~~holder of ~~preferred stock as defined in~~ the ~~certificate~~one ofshare ~~designations~~ of ~~the~~Series ~~respective~~AA ~~series~~Convertible ofPreferred ~~preferred stock~~Stock.

~~Series~~15 ATable ~~Convertible~~of ~~Preferred Stock~~Contents

~~The~~VISIUM ~~Series~~TECHNOLOGIES, ~~A Preferred Stock has a stated value of $750 per share~~INC. 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~~NOTES BTO ~~Convertible~~UNAUDITED ~~Preferred~~CONSOLIDATED ~~Stock~~FINANCIAL STATEMENTS

~~Thirty~~SEPTEMBER ~~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.2024

~~Series~~NOTE C6: ~~Convertible~~STOCKHOLDERS’ ~~Preferred~~DEFICIT, ~~Stock~~continued

~~Thirty~~Common ~~thousand (30,000) shares of preferred stock were designated as Series C Preferred stock in October 2023. This Series C Preferred~~ Stock has a $0.001 par value, and each share is convertible into the Company’s common stock at a conversion price of $0.075 per share, with a stated value of $100 per share. There were no Series C Convertible Preferred shares outstanding as of March 31, 2024.Warrants

~~Series~~In AASeptember ~~Convertible~~2022 ~~Preferred~~we ~~Stock~~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.

InDue ~~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~~price ofprotection ~~Common~~features ~~Stock and each share~~ of ~~Series~~these AAwarrants, ~~Convertible Preferred Stock shall be entitled to 51% of~~ the ~~common votes on any matters requiring a shareholder vote of the~~ Company. ~~Each~~issued ~~one share of Series AA Convertible Preferred Stock is convertible into one (1) share of Common Stock. Mark Lucky~~5, ~~our CEO and CFO~~048,426 iswarrant ~~the~~shares ~~holder~~in ofSeptember ~~the~~2022 ~~one~~to ~~share~~these ofwarrant ~~Series AA Convertible Preferred Stock~~holders.

~~Common~~A ~~Stock~~summary ~~Warrants~~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:

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 $519,993. 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.

	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				-

17The ~~Table~~following oftable ~~Contents~~summarizes information about common stock warrants outstanding at September 30, 2024:

Due to the price protection features of these warrants, the Company issued 5,048,426 warrant shares to these warrant holders. The difference between the amount of the fair value of the current exercise price and reduced exercise price was treated as deemed dividend.

		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

A16 ~~summary~~Table of ~~the status of the Company’s outstanding common stock warrants as of March 31, 2024 and changes during the fiscal year ending on that date is as follows:~~Contents

	Number of			Weighted Average
	Warrants			Exercise Price
Common Stock Warrants
Balance at beginning of year		5,115,207		$	0.025
Granted		-			-
Exercised		-			-
Forfeited		(631	)		10.395
Balance at end of period		5,114,576		$	0.023
Warrants exercisable at end of period		5,114,576		$	0.023

VISIUM TECHNOLOGIES, INC.

~~The~~NOTES ~~following~~TO ~~table~~UNAUDITED ~~summarizes~~CONSOLIDATED ~~information~~FINANCIAL ~~about common stock warrants outstanding at March 31, 2024:~~STATEMENTS

		Warrants Outstanding					Warrants Exercisable
Range of Exercise Price		NumberOutstanding At March 31,2024		WeightedAverageRemainingContractual Life	WeightedAverageExercisePrice		NumberExercisable At March 31,2024		WeightedAverageExercisePrice
$	0.0169		5,112,426	3.42 Years	$	0.0169		5,112,426	$	0.0169
$	12.285		1,339	0.50 Years	$	12.285		1,339	$	12.285
$	20.385		811	0.50 Years	$	20.385		811	$	20.385
			5,114,576	3.42 Years	$	0.023		5,114,576	$	0.023

SEPTEMBER 30, 2024

~~Note~~NOTE 87: -GAIN ~~STOCK-BASED~~ON ~~COMPENSATION~~DEBT WRITE-OFF

~~The~~In ~~Company~~July ~~adopted~~2024 athe ~~Stock~~Company ~~Incentive~~obtained ~~Plan~~a onlegal ~~April~~opinion ~~18, 2021. This plan is intended~~ to ~~provide~~extinguish ~~incentives~~aged ~~which~~debt ~~will~~totaling ~~attract~~$725,059 ~~and retain highly competent persons at all levels~~ as ~~employees~~detailed ofin the ~~Company,~~following astable. ~~well~~Each asof ~~independent contractors providing consulting or advisory services to~~ the ~~Company,~~individual bydebt ~~providing~~instruments ~~them~~were ~~opportunities~~determined to ~~acquire~~be beyond the ~~Company’s~~statute ~~common~~of ~~stock~~limitations orand toit ~~receive~~was ~~monetary~~determined ~~payments~~that ~~based on~~ the ~~value~~Company ofhas ~~such~~a ~~shares~~complete ~~pursuant~~defense to ~~Awards~~liability ~~issued.~~related ~~While~~to ~~the~~this ~~2021~~debt ~~Plan~~under ~~terminates 10 years after~~ the ~~adoption~~applicable ~~date,~~statute ~~issued options have their own schedule~~ of ~~termination~~limitations. ~~Options~~For tothe ~~acquire~~three ~~shares~~months ofended ~~common~~September ~~stock~~30, ~~may~~2024 bethe ~~granted~~gain ~~at no less than fair market value~~ on ~~the~~extinguishment ~~date~~ of ~~grant.~~debt ~~Upon exercise, shares of new common stock are issued by the Company.~~was:

Under the 2021 Stock Incentive Plan, the Company has issued options to purchase 11,852 shares at an average price of $20.25 with a fair value of $0.00. For the nine months ended March 31, 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.

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

~~For~~NOTE ~~the~~8 ~~nine months ended March 31, 2024 and 2023, the Company did not recognize any, respectively, of non~~-~~cash~~ compensation expense (which would be included in General and Administrative expense in the accompanying Consolidated Statement of Operations) determined by application of a binomial option pricing model with the following inputs: exercise price, dividend yields, riskSTOCK-~~free~~BASED interest rate, and expected annual volatility. As of March 31, 2024, the Company had no unrecognized pre-tax non-cash compensation expense. The Company used straight-line amortization of compensation expense over the one-year requisite service or vesting period of the grant. The Company recognizes forfeitures as they occur. There are options to purchase approximately 2,222 shares that have vested as of March 31, 2024.COMPENSATION

The Company adopted an Incentive Stock Plan on April 18, ~~Table~~2021. This plan is intended to provide incentives which will attract and retain highly competent persons at all levels as employees of ~~Contents~~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.

~~VISIUM~~Under ~~TECHNOLOGIES~~the 2021 Stock Incentive Plan, ~~INC~~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.

~~NOTES~~For TOthe ~~UNAUDITED~~three ~~CONSOLIDATED~~months ~~FINANCIAL~~ended ~~STATEMENTS~~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.

~~MARCH~~The ~~31,~~Company ~~2024~~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:

Note 8 - STOCK-BASED COMPENSATION, continued

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

The ~~Company~~expected ~~uses~~volatility awas ~~binomial~~determined ~~option~~with ~~pricing~~reference ~~model~~ to ~~estimate~~ the ~~fair~~historical ~~value~~volatility of ~~its~~the Company’s stock. The Company uses historical data to estimate option ~~awards~~exercise and ~~warrant~~employee ~~issuances~~termination within the valuation model. The ~~calculation~~expected term of ~~the~~options ~~fair~~granted ~~value~~represents the period of ~~the~~time ~~awards~~that ~~using~~options ~~the~~granted ~~binomial~~are ~~option~~expected to be outstanding. The risk-~~pricing~~free ~~model~~interest israte ~~affected~~for byperiods within the ~~Company’s~~contractual ~~stock~~life ~~price~~of the option is based on the ~~date~~U.S. ofTreasury ~~grant~~rate asin ~~well~~effect asat ~~assumptions~~the ~~regarding~~time ~~the~~of ~~following:~~grant.

	Nine months ended March 31,			Year ended June 30,
	2024			2023
Expected volatility		-	%	-		%
Expected term		-			-
Risk-free interest rate		-	%	-		%
Forfeiture Rate		-	%	-		%
Expected dividend yield		-	%	-		%

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:

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.

			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

A17 ~~summary~~Table of ~~the status of the Company’s outstanding stock options as of March 31, 2024 and June 30, 2023 and changes during the periods ending on that date is as follows:~~Contents

			Weighted Average		Grant Date		Aggregate		WeightedAverage
			Exercise		Fair		Intrinsic		Remaining
	Shares		Price		Value		Value		Term (Yrs)
Options
At June 30, 2023		2,222	$	27.00	$	-	$	0		2.84
Granted		-		-		-		-		-
Exercised		-		-		-		-		-
Forfeiture and cancelled		-		-				-		-
At March 31, 2024		2,222	$	27.00	$	-	$	0		2.08

VISIUM TECHNOLOGIES, INC.

~~The~~NOTES ~~following~~TO ~~table~~UNAUDITED ~~summarizes~~CONSOLIDATED ~~information~~FINANCIAL ~~about employee stock options outstanding at March 31, 2024:~~STATEMENTS

		Outstanding Options						Vested Options
		Number						Number
		Outstanding		Weighted		Weighted		Exercisable		Weighted		Weighted
		at		Averaged		Averaged		at		Averaged		Averaged
		March 31,		Remaining		Exercise		March 31,		Exercise		Remaining
Range of Exercise Price		2024		Life		Price		2024		Price		Life
$	27.00		2,222		2.08	$	27.00		2,222	$	27.00		2.08
Outstanding options			2,222		2.08	$	27.00		2,222	$	27.00		2.08

SEPTEMBER 30, 2024

AsNOTE of8 ~~March 31, 2024, the Company had approximately $0 of unrecognized pre~~-~~tax~~ ~~non~~STOCK-~~cash~~BASED ~~compensation~~COMPENSATION, ~~expense.~~continued

19The ~~Table~~following oftable ~~Contents~~summarizes information about employee stock options outstanding at September 30, 2024:

VISIUM TECHNOLOGIES, INC.

Outstanding Options

Vested Options

Number

Outstanding

Weighted

Exercisable

Weighted

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

~~NOTES~~As TOof ~~UNAUDITED~~September ~~CONSOLIDATED~~30, ~~FINANCIAL~~2024, ~~STATEMENTS~~the Company had no unrecognized pre-tax non-cash compensation expense.

~~MARCH~~Restricted ~~31,~~Stock ~~2024~~Awards

~~Note~~Restricted 8stock -awards ~~STOCK-BASED~~are ~~COMPENSATION~~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, ~~continued~~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:

Restricted Stock Awards

	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		-		$	-

~~Restricted~~As ~~stock awards are awards~~ of ~~common~~September ~~stock~~30, that are subject to restrictions on transfer and to a risk of forfeiture if the holder leaves the Company before the restrictions lapse or the vesting conditions of the award are not met. The holder of a vested restricted stock award is generally entitled at all times on and after the date of issuance of the restricted shares to exercise the rights of a shareholder of the Company2024, ~~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~~had ~~stock~~no ~~activity~~unrecognized ~~for~~pre-tax ~~the~~non-cash ~~nine~~compensation ~~months ended March 31, 2024 is presented in the following table:~~ expense.

				Weighted
				Average
				Grant Date
	Shares			Fair Value
Unvested at June 30, 2023		7,297,475		$	0.0536
Granted		42,425,000		$	0.0169
Forfeited		(250,000	)	$	0.3100
Vested		(49,464,166	)	$	0.0207
Unvested at March 31, 2024		8,309		$	0.1100

NOTE 9: RELATED PARTY TRANSACTIONS

~~Unrecognized~~Equity ~~compensation~~transactions ~~expense~~with related toparties ~~outstanding~~are ~~restricted~~described ~~stock~~in ~~awards~~Note ~~to employees and directors as of March 31, 2024 was $917 and is expected to be recognized during April 2024~~7. The recognition of expense related to vested shares is accounted for as stock-based consulting expense and stock-based compensation expense for a total of $1,027,918 for the nine months ended March 31, 2024.

~~NOTE~~From 9:time ~~RELATED~~to ~~PARTY~~time ~~TRANSACTIONS~~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.

~~Equity~~18 ~~transactions~~Table ~~with~~of ~~related parties are described in Note 7.~~Contents

~~From~~VISIUM ~~time to time we have borrowed operating funds from Mr. Mark Lucky~~TECHNOLOGIES, ~~our Chief Executive Officer and from certain Directors, for working capital~~INC. ~~The advances were payable upon demand and were interest free. At March 31, 2024 there was $178,633 outstanding of such advances made to the Company.~~

~~NOTE~~NOTES 10TO -UNAUDITED ~~ACCRUED~~CONSOLIDATED ~~COMPENSATION~~ FINANCIAL STATEMENTS

~~Accrued compensation~~SEPTEMBER ~~consist~~30, ~~of the following at:~~2024

	March 31		June 30
	2024		2023
Accrued compensation - officers	$	1,082,762	$	900,846
Accrued compensation - staff		750,767		471,033
	$	1,833,529	$	1,371,879

NOTE 10 - ACCRUED PAYROLL

20Accrued ~~Table~~payroll consist of ~~Contents~~the following at:

VISIUM TECHNOLOGIES, INC.

	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

~~NOTES~~NOTE TO11: ~~UNAUDITED~~COMMITMENTS ~~CONSOLIDATED~~AND ~~FINANCIAL STATEMENTS~~CONTINGENCIES

~~MARCH~~Operating ~~31, 2024~~Leases

~~NOTE~~The ~~11:~~Company ~~COMMITMENTS~~operates ~~AND~~virtually, ~~CONTINGENCIES~~with no office space rented. The Company has no future minimum annual payments under non-cancelable operating leases at September 30, 2024.

~~Operating Leases~~ Contingencies

The Company ~~operates~~accounts ~~virtually,~~for contingent liabilities in accordance with noAccounting ~~office~~Standards ~~space~~Codification ~~rented~~(“ASC”) Topic 450, Contingencies. ~~The~~This ~~Company~~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 ~~future~~accrual ~~minimum~~or ~~annual~~disclosures ~~payments~~are ~~under~~generally ~~non-cancelable~~made. ~~operating~~Management ~~leases~~has atassessed ~~March~~potential 31contingent 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.

~~Contingencies~~License Contingent Consideration

~~The~~Our ~~Company~~license ~~accounts~~agreements ~~for contingent liabilities in accordance~~ with ~~Accounting~~The ~~Standards~~MITRE ~~Codification~~Corporation ~~(“ASC”)~~include ~~Topic~~provisions ~~450,~~for 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~~royalty ~~indicates~~payment ~~that~~on itrevenues iscollected ~~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~~6%. IfAs ~~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~~September ~~contingent liability~~30, 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 March 31, 2024, ~~and~~we ~~based~~have onnot ~~the~~generated ~~assessment~~any ~~there~~revenue ~~are~~related noto ~~probable~~these ~~loss~~license ~~contingencies requiring accrual or disclosures within its financial statements~~agreements.

~~License~~Legal ~~Contingent Consideration~~Claims

~~Our~~The ~~license~~Company ~~agreements~~is ~~with~~subject ~~The~~to ~~MITRE~~litigation, ~~Corporation~~claims, ~~include~~investigations, ~~provisions~~and ~~for~~audits aarising ~~royalty~~from ~~payment~~time onto ~~revenues~~time ~~collected~~in the ordinary course of 6%business. AsAlthough oflegal ~~March~~proceedings ~~31,~~are ~~2024~~inherently unpredictable, wethe ~~have~~Company ~~not~~believes ~~generated~~that it has valid defenses with respect to any ~~revenue~~matters ~~related~~currently pending against the Company and intends to defend itself vigorously. The outcome of these ~~license~~matters, ~~agreements~~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.

~~Legal~~NOTE ~~Claims~~12 – FAIR VALUE MEASUREMENT

~~The~~Fair ~~Company~~value 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.measurements

~~NOTE~~At ~~12:~~September ~~SUBSEQUENT~~30, ~~EVENTS~~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.

InAt ~~April~~September ~~and~~30, ~~May~~ 2024 ~~our~~the ~~consultants~~estimated ~~vested~~fair ~~11,558,333~~values ~~shares~~ of ~~our~~the ~~$0.0001~~liabilities ~~par~~measured ~~value~~on ~~common~~a ~~stock~~recurring tobasis ~~eleven~~are ~~consultants~~ as ~~compensation, valued at $49,427, or an average price per share of $0.0043.~~ follows:

In April 2024 the Company issued 30,000,000 shares of its $0.0001 par value common stock as compensation to its directors and officers. The shares were valued at $126,000, or $0.0042 per share, based on the share price at the time of the transactions.

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

Total derivative liability	$	-	$	-	$	15,455

InNOTE ~~April~~13: ~~2024~~SUBSEQUENT the Company issued 7,500,000 shares of its $0.0001 par value common stock as compensation to three of its employees. The shares were valued at $31,500, or $0.0042 per share, based on the share price at the time of the transactions.EVENTS

In ~~April~~October ~~and May~~ 2024 the Company issued 1211,~~687~~950,~~917~~000 shares of its $0.0001 par value common stock upon the conversion of principal interest, and fees of $5350,~~289~~190 of its outstanding promissory notes, valued at $0.0042 per share.

2119 Table of Contents

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

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

Overview

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

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 ITdata ~~infrastructure~~analytics ~~services~~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~~using 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 TruContextTM. 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. TruContextTM 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.

~~TruContextTM~~The ~~provides~~Company ~~visualization,~~is ~~advanced~~entering ~~cyber~~the ~~monitoring~~digital ~~intelligence,~~transformation ~~threat~~and ~~hunting,~~data ~~forensic~~center design and ~~root~~construction ~~cause~~market ~~analysis,~~after ~~data~~it ~~modeling,~~landed ~~analytics~~a contract in November, ~~and~~2023 ~~automation~~valued toat ~~help~~over ~~reduce~~$20 ~~risk,~~million ~~simplify~~from ~~security~~its partner, ~~and~~Cybastion ~~deliver~~Institute ~~better~~of ~~security outcomes~~Technology. The ~~Our~~contract ~~mission~~ is to ~~help~~oversee ~~people~~the ~~see~~design and ~~understand~~construction of data, ~~empowering~~centers ~~decision-makers~~in tothe ~~make~~Republic ~~more~~of ~~informed~~Côte d’Ivoire and ~~more~~the ~~timely~~Republic ~~decisions~~of Benin. ~~Our~~Visium ~~solutions~~is ~~put~~tasked ~~the~~with ~~power~~creating of data ~~into~~centers ~~the~~that ~~hands~~meet ofspecific ~~everyday~~requirements ~~people~~and standards, ~~allowing~~ensuring aoptimal ~~broad~~performance ~~population~~and reliability. The scope of ~~business~~work ~~users~~includes todata ~~engage~~center ~~with~~architecture ~~their~~and ~~data~~design, ~~ask~~power ~~questions~~civil engineering, ~~solve~~controls ~~problems~~and distribution systems, rack layouts, network topology, vendor high availability, and ~~create~~a ~~value~~comprehensive security stack solution which will include Visium’s proprietary TruContextTM 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.

TruContextTM is a ~~highly~~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, TruContextTM 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.

22Shortage ~~Table~~of resources and experienced personnel continues to limit the ability of ~~Contents~~companies to conduct thorough investigations. Root cause analysis and forensics are key to intelligently securing the network.

A 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.

Table of Contents

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.

TruContextTM ingests cyber data from any source, making the data generated by other cyber tools easily understood and actionable. TruContextTM ~~gives~~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 ~~many~~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 dodon’t ~~not~~ communicate, creating silos of data/information. TruContextTM brings all the information for a comprehensive visualization.

~~Our~~On ~~information~~average, ~~technology~~according ~~consulting~~to ~~services~~CrowdStrike, ~~division~~the ~~was~~time ~~launched~~from inbreach ~~September 2023~~ to ~~provide~~harm ~~network~~caused ~~engineering,~~by ~~system~~threat ~~engineering,~~actors ~~converged~~is ~~infrastructure~~98 ~~deployment,~~minutes ~~software~~making ~~development,~~the ~~and~~ability ~~cybersecurity services.~~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 ~~project~~IT ~~management,~~infrastructure ~~engineering,~~and cybersecurity solutions and services to its customers, ~~typically~~delivered ~~billed~~through ona anservice ~~hourly~~contract ~~basis,~~for implementation and ~~delivered~~data ~~through~~science ~~a service contract~~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 ~~March~~September 3130, 2024, we had ~~six~~five (65) 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.”.

2321 Table of Contents

VISIUM TECHNOLOGIES, INC.

RESULTS OF OPERATIONS

~~Three-~~Discussion ~~and~~of ~~Nine-~~Results for Three Month ~~Periods~~Period Ended ~~March~~September 3130, 2024 and 2023

	Three Months Ended						Nine Months Ended
							Increase/			Increase/
	March 31,						March 31,
	Three-month period ended						(Decrease)			(Decrease)
	2024			2023			2024			2023
	September 30,						in $ 2024			in % 2024
	2024			2023			vs 2023			vs 2023
Operating expenses:
Selling, general and administrative	$	~~399~~370,~~604~~466		$	~~567~~508,~~979~~140		$	1(137,~~990,912~~674	)	$(27.1	~~1,461,560~~	%)
Development expense		~~19,447~~-			7328,~~755~~363			67(28,~~256~~363	)	(100.0	~~175,707~~	%)
Total Operating Expenses		419,051			641,734			2,058,168			1,637,267
Total operating expenses		370,466			536,503			(166,037	)	(30.9		%)
Loss from Operations		(419,051	)		(641,734	)		(2,058,168	)		(1,637,267	)
Operating loss		(370,466	)		(536,503	)		(166,037	)	(30.9		%)
Other income (expenses):
Other expense:
Gain (loss) on change in fair value of derivative liabilities		2426,~~807~~111			(5060,~~384~~396	)		5786,~~496~~507			~~(84,246~~143.2	)%
Derivative liability expense		-			(4,634	)		-			(62,773	)
Gain on debt write off		725,059			-			725,059			100.0	%
Gain (loss) on extinguishment of debt		(9,106	)		(15,068	)		(21,141	)		(519,993	)
Gain on settlement of debt		-			54,730			(54,730	)	(100.0		%)
Interest expense		(7454,~~712~~088	)		(2046,~~265~~530	)		(~~253~~7,~~256~~558	)	(16.2	~~(187,205~~	%)
Total other income (expenses)		~~(59~~697,~~011~~082	)		(9052,~~354~~196	)		~~(216~~571,~~901~~096	)		~~(854~~1,~~217~~435.5	)%
Net loss	$	(478,062	)	$	(732,085	)	$	(2,275,069	)	$	(2,491,484	)
Net income (loss)	$	326,616			(588,699	)	$	449,124			155.5	%

Selling, General, and Administrative Expenses

~~Nine~~For ~~Month~~the ~~Period~~three ~~Ended~~months ~~March~~ended 31September 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:

For the nine months ended March 31, 2024, selling, general and administrative expenses were $1,990,912 as compared to $1,461,560 for the nine months ended March 31, 2023. For the nine-month periods ended March 31, 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	%)

	Nine Months Ended
	March 31,
	2024		2023
Accounting expense	$	63,840	$	45,450
Consulting fees		135,000		35,020
Salaries		684,056		772,858
Legal and professional fees		41,844		30,652
Travel expense		6,616		249
Occupancy expense		1,606		1,498
Telephone expense		3,907		3,395
Marketing expense		550		1,066
Website expense		44		61
Investor relations expense		-		13,688
Stock based consulting expense		418,285		36,989
Stock based compensation expense		610,032		505,159
Other		25,133		15,525
	$	1,990,912	$	1,461,560

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.

~~The~~We ~~increase~~believe inthat our selling, general, and administrative expenses ofwill ~~$529,302~~remain ~~during~~consistent ~~fiscal~~over ~~2024,~~the ~~when~~balance ~~compared~~of ~~with~~ the ~~prior~~fiscal year,. Other isexpenses ~~primarily~~may ~~due to an~~ increase inas ~~stock-based~~we ~~consulting expense of $381,296, an~~ increase inour ~~stock-based~~business ~~compensation~~activity ~~expense~~over ofthe ~~$104,873,~~remainder ~~higher consulting expense~~ of ~~$99,980,~~fiscal ~~higher legal and professional fees expense of $11,192, and higher accounting expense of $18,390, offset by lower salaries expense of $88,802~~2025.

We22 ~~believe~~Table ~~that our selling, general, and administrative expenses will be lower over the rest~~ of ~~the current fiscal year, driven by decreased stock-based compensation expense, offset by an increase in expenses related to greater business activity over the remainder of fiscal 2024.~~Contents

24 Table of Contents

Development Expense

	Nine-Months Ended
	Three-Months Ended
	March 31,				%
	September 30,				%
	2024		2023		Change
Development expense	$	~~67,256~~-	$	~~175~~28,~~707~~363	~~(36%)~~	(100.0	)%

Development expense represents the expense toof further ~~enhance~~enhancing and ~~commercialize~~commercializing ~~CyGraph~~TruContext. ~~We believe that we will incur an additional $50,000 of development expense during the remainder of fiscal 2024.~~

Change in Fair Value of Derivative Liabilities

	Nine-Months Ended
	March 31,					%
	2024		2023			Change
Gain (loss) on change in fair value of derivative liabilities	$	57,496	$	(84,246	)	(168%)

The change in fair value of derivative liabilities results from the changes in the fair value of the derivative liability due to the application of ASC 815, resulting in either income or expense, depending on the difference in fair value of the derivative liabilities between their measurement dates driven by the change in the per share price of the Company’s common stock.

Derivative Liability Expense

	Nine-Months Ended
	March 31,					%
	2024		2023			Change
Derivative liability expense	$	-	$	(62,773	)	(100%)

The Company issued convertible notes in October 2022 which provisions contained variable price conversion terms, resulting in a derivative liability expense, measured as of the issuance date of the notes.

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Interest Expense

	Nine-Months Ended
	Three-Months Ended
	March 31,				%
	September 30,				%
	2024		2023		Change
Interest expense	$	~~253~~54,~~256~~088	$	~~187~~46,~~205~~530	$	3516.2	%

Interest expense represents stated interest of notes and convertible notes payable, asalong ~~well~~with asthe amortization of debt discount. ~~Interest~~The ~~expense~~decrease isin ~~higher~~interest ~~for~~expense during the ~~nine~~three-month ~~months~~period ended ~~March~~September 3130, 2024 is primarily due to ~~higher~~the ~~note~~acceleration ~~balances,~~of ~~offset~~discount byamortization ~~lower~~expense ~~debt~~during ~~discount~~fiscal ~~amortization~~2024, ofand ~~$75,060~~lower asinterest ~~compared~~bearing tonote balances in the ~~prior~~current year ~~period~~.

~~Loss~~Gain on ~~extinguishment~~Debt ~~of debt~~Write-Off

	Nine-Months Ended
	Three-Months Ended
	March 31,						%
	September 30,
	2024			2023			~~Change~~
Loss on extinguishment of debt	$	(21,141	)	$	(519,993	)		95.9	%
Gain on debt write off/conversions	$	725,059		$	54,730

In ~~September~~July ~~2022 we issued 138~~2024,~~667~~ ~~warrants~~the ~~with~~Company obtained a ~~five~~legal ~~year~~opinion ~~life,~~to ~~and~~extinguish aaged ~~fixed~~debt ~~exercise~~totaling ~~price of~~ $~~1.35 per share~~725,059 as ~~part~~detailed ofin athe ~~modification~~following ~~to three outstanding convertible notes payable~~table. ~~The~~Each ~~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~~individual ~~interest~~debt ~~payments~~instruments ~~that~~ were ~~due~~determined ~~resulted~~to inbe ~~significant~~beyond ~~and consequential changes to~~ the ~~economic~~statute ~~substance~~ of ~~the~~limitations ~~debt~~ and ~~thus~~it ~~resulted~~was indetermined ~~accounting~~that ~~for these modifications as an extinguishment of~~ the ~~debt. Under~~Company ~~ASC~~has ~~470-50,~~a ~~the~~complete ~~issuance~~defense ofto ~~these~~liability ~~warrants~~related ~~resulted~~to inthis adebt ~~loss~~under on the ~~extinguishment~~applicable statute of ~~debt, as follows:~~limitations.

Value of warrants issued	$	186,972
Accrued interest expense		361,559
Write-off of unamortized debt discount		317,953
Convertible notes payable		208,500
Loss on extinguishment of debt	$	519,993
Promissory notes payable		155,000
	$	725,059

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Three Month Period Ended March 31, 2024

For the three months ended March 31, 2024, selling, general and administrative expenses were $399,604 as compared to $567,979 for the three months ended March 31, 2023. For the three months ended March 31, 2024 and 2023 selling, general and administrative expenses consisted of the following:

	Three Months Ended
	March 31,
	2024			2023
Accounting expense	$	16,130		$	20,093
Consulting fees		30,000			25,020
Salaries		224,867			237,578
Legal and professional fees		10,500			14,752
Travel expense		(2	)		-
Occupancy expense		506			442
Telephone expense		1,221			1,245
Marketing expense		-			774
Website expense		44			21
Investor relations expense		-			13,400
Stock based consulting expense		112,190			18,083
Stock based compensation expense		-			232,500
Other		4,148			4,121
	$	399,604		$	567,979

The decrease in selling, general and administrative expenses of $168,425 for the three months ended March 31, 2024, when compared with the prior year period, is primarily due to a decrease in stock-based compensation expense of $232,500, a decrease in investor relations expense of $13,400, and a decrease in salaries, offset by an increase in stock-based consulting expense of $94,107, and an increase in consulting fees of $4,980.

Development Expense

	Three-Months Ended
	March 31,				%
	2024		2023		Change
Development expense	$	19,446	$	73,755	(73.6%)

Change in Fair Value of Derivative Liabilities

	Three-Months Ended
	March 31,					%
	2024		2023			Change
Gain (loss) on change in fair value of derivative liabilities	$	24,807	$	(50,384	)		149	%

Derivative Liability Expense

	Three-Months Ended
	March 31,					%
	2024		2023			Change
Derivative liability expense	$	-	$	(62,773	)	(100%)

Loss on extinguishment of debt	Three-Months Ended
	March 31,					%
	2024			2023		Change
Loss on extinguishment of debt	$	(9,106	)	$	-		100	%

27 Table of Contents

Interest Expense

	Three-Months Ended
	March 31,				%
	2024		2023		Change
Interest expense	$	74,712	$	20,265		268.6	%

Interest expense represents stated interest of notes and convertible notes payable as well as amortization of debt discount. Interest expense is higher for the three months ended March 31, 2024 due to higher principal balances and higher debt discount amortization as compared to the prior year period.

Liquidity and Capital Resources

	Balance at
	March 31,			June 30,
	September 30, 2024			June 30, 2024
	2024			2023
Cash	$	8,102			8,456
Cash	$	8,247		$	9,982
Accounts payable and accrued expenses		1,132,739			1,094,516
Accounts payable and accrued expenses		(1,062,823	)		(845,502	)
Accrued compensation		2,140,529			1,986,279
Accrued compensation		(1,833,529	)		(1,371,879	)
Notes, convertible notes, and accrued interest payable	$	1,181,900			1,852,431
Notes, convertible notes, and accrued interest payable	$	(1,839,148	)	$	(1,865,630	)

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, ~~2024~~2025. We may need to raise funds to enhance our working capital and use ~~these~~them ~~funds~~ for strategic purposes. If such a 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 $~~367~~110,~~549~~600 and $~~452~~145,~~740~~ 709 during the ~~nine~~three-month periods ended ~~March~~September 3130, 2024 and 2023, respectively, and has a working capital deficit of approximately $4.97 million and $45.31 million at ~~March~~September 3130, 2024 and June 30, ~~2023~~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.

28Three ~~Table~~months ofended ~~Contents~~September 30, 2024

~~Nine~~Net cash used in operations during the three months ended ~~March~~September 3130, 2024 decreased by $35,109 or 24% over the same period during fiscal year 2024.

Net cash used in operations during the nine months ended March 31, 2024 decreased by approximately $66,003 or approximately 14.6% from the same period during fiscal year 2023. The cash used in operations was obtained through advances from directors totaling $79,055, the issuance of two convertible notes totaling $133,000, and the issuance of four promissory notes that netted the Company $335,000 during the nine months ended March 31, 2024.

Nine months ended March 31, 2023

Net cash used in operations during the nine months ended March 31, 2023 decreased by approximately $1,289,831 or 74% from the same period during fiscal year 2022. The decrease in cash used in operations is primarily due to the decrease in marketing and product development expenses, cash paid for legal and professional fees, and consulting and business development expense. This cash was obtained through the issuance of two convertible notes that netted the Company $140,000, the issuance of two promissory notes that netted the Company $150,000, and advances from Directors of the Company of $72,500 during the nine months ended March 31, 2023.

Capital Raising Transactions

~~Other~~During ~~outstanding~~the ~~obligations~~quarter atending ~~March~~September 3130, 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 $~~675~~288,~~924~~523 outstanding at ~~March~~September 3130, 2024. The accrued interest amounted to approximately $~~243~~121,~~137~~615 as of ~~March~~September 3130, 2024. The Convertible Notes Payable bear interest at rates ranging between 0% and 18% per annum. Interest is generally payable ~~monthly~~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 ~~March~~September 3130, 2024, ~~spproximately~~approximately $~~634~~239,~~000~~623 of the ~~convertible~~ promissory notes have matured ~~and are in default~~.

Notes Payable

The Company had promissory notes aggregating $~~650~~685,~~603~~179 at ~~March~~September 3130, 2024. The related accrued interest amounted to approximately $~~269~~86,~~484~~573 at ~~March~~September 3130, 2024. The Notes Payable bear interest at ~~rates~~a ~~ranging~~rate ~~between~~of 0% ~~and 16~~to16% per annum. Interest is ~~generally~~ payable monthly. AtPromissory ~~March~~notes ~~31,~~totaling ~~2024,~~ $~~355~~275,000 ~~of the promissory notes~~ have matured ~~and~~as ~~are~~of inSeptember ~~default~~30, 2024.

29 Table of Contents

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 ~~March~~September 3130, 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 ~~March~~September 3130, 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 ~~nine~~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, ~~which~~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 ~~March~~September 3130, 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 ~~March~~September 3130, 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.

3025 Table of Contents

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

At ~~March~~September 3130, 2024 the Company is not the subject of, or party to, any pending or threatened, ~~material~~ legal actions.

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

Item 1A. Risk Factors.

In addition to the other information set forth in this report, you should carefully consider the factors discussed under the heading “Risk Factors” in our Annual Report on Form 10-K filed on October 6, ~~2023~~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 ~~nine~~three months ended ~~March~~September 3130, 2024 the Company issued 2410,~~246~~691,~~430~~000 shares of its common stock related to the conversion of $~~409~~43,~~276~~152 of principal and accrued interest, atfor antwo ~~average conversion price~~ of ~~$0.0169~~its ~~per share. These~~ convertible notes ~~have terms that include fixed conversion prices~~payable, ~~and~~at ~~therefore~~an ~~the~~average ~~notes~~contract ~~were converted consistent with the contractual~~ conversion ~~prices~~price of ~~each~~$0.0042 ~~note~~per share.

Stock Based Compensation

During the ~~nine~~three months ended ~~March~~September 3130, 2024 the Company issued 3012,~~960~~500,000 shares of its $0.0001 par value common stock as compensation to its directors and officers. The shares were valued at $~~520~~52,~~624~~500, or $0.~~0168~~0042 per share, based on the share price at the time of the transactions.

During the ~~nine~~three months ended ~~March~~September 3130, 2024 65,~~129~~350,~~999~~000 shares of its $0.0001 par value common stock vested to ~~its~~ consultants, as compensation under ~~separate~~a consulting ~~agreements~~agreement. The shares were valued at $~~306~~23,~~100~~270, or $0.0500435 per share.

During the nine months ended March 31, 2024 the Company issued 5,320,000 shares of its $0.0001 par value common stock as compensation to its employees. The shares were valued at $89,408, or $0.0168 per share, based on the share price at the time of the transaction.

Item 3. Defaults Upon Senior Securities.

None

Item 4. Mine Safety Disclosures.

Not applicable to our operations.

Item 5. Other Information.

None

31 Table of Contents

Item 6. Exhibits

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

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

32.1	Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 *

32.2	Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 *

* Filed ~~herewith.~~herein

3226 Table of Contents

SIGNATURES

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

	VISIUM TECHNOLOGIES, INC.
	By:	/S/ Mark B. Lucky
May 15, 2024		Mark B. Lucky
November 14, 2024		Mark Lucky
		CEO, principal executive officer
	By:	/S/ Mark Lucky
May 15, 2024		Mark Lucky
November 14, 2024		Mark Lucky
		CFO, principal accounting officer

3327

Filing Compare · VISIUM TECHNOLOGIES, INC.