VISM 10-K & 10-Q changes, risk factors and insider trading

Economic conditions may affect our ability to obtain financing and to complete a merger or acquisition.financing.

Due to general economic conditions, rapid technological advances being made in some industries, and shortages of available capital, our management believes that there are numerous firms seeking even the limited additional capital which we will need. In the presencelight of these economic conditions, we may have difficulty raising sufficient capital to support the investigation of potential business opportunities, and to consummate a merger or acquisition.opportunities. These factors substantially increase the uncertainty, and thus the risk, of investing in our shares.

Shareholders’ interests in our Company will be diluted and investors may suffer dilution in their net book value per share if we issue additional shares or raise funds through the sale of equity securities. In the event that we are required to issue additional shares, enter into private placements to raise financing through the sale of equity securities or acquire business interests in the future from the issuance of shares of our common stock to acquire such interests,securities, the interests of existing shareholders in our Company will be diluted and existing shareholders may suffer dilution in their net book value per share depending on the price at which such securities are sold. If we do issue additional shares, it will cause a reduction in the proportionate ownership and voting power of all existing shareholders.

Our common stock is quoted in the over the counter market on the OTC Pink.OTCID.

Our common stock is quoted on the OTCOTCID. Pink. OTC PinkOTCID offers a quotation service to companies that are unable to list their securities on an exchange or for companies, such as ours, whose securities are not eligible for quotation on the OTC Bulletin Board. The requirements for quotation on the OTC PinkOTCID are considerably lower and less regulated than those of the OTC Bulletin Board or an exchange. As an SEC reporting company, the Company satisfies and exceeds the minimal current information standard of the OTCID. Because our common stock is quoted on the OTC Pink,OTCID, it is possible that even fewer brokers or dealers would be interested in making a market in our common stock which furthercould adversely impacts its liquidity.

We are subject to Section 404 of the Sarbanes-Oxley Act. Effective internal controls are necessary for us to provide reliable financial reports and effectively prevent fraud, and a lack of effective controls could preclude us from accomplishing these critical functions. We are required to document and test our internal control procedures in order to satisfy the requirements of Section 404 of the Sarbanes-Oxley Act, in connection with, PCAOB AS 2201 which requires annual management assessments of the effectiveness of our internal controls over financial reporting. Our management assessed the effectiveness of our internal control over financial reporting as of June 30, 2024,2025, and concluded that our internal controls and procedures were not effective.

We will be a multi-national business and our business strategies may involve expanding or developing our business in emerging market regions, including EasternSouth Europe,America, Asia-Pacific,Central America, the Middle East and Africa. Due to the international nature of our business, we are exposed to various risks of international operations, including:

Since February 12, 2018 Mark Lucky has served as Chairman and CEO. He also currently serves as CFO. The Company’s headquarters is located at 4094 Majestic Lane, Suite 360, Fairfax, VA 22124. Since February 2018, the Company has focused on creating a world-class cybersecurity/digital risk management company, with a focus on artificial intelligence, network security, threat visualization, pinpoint threat identification, and big-data analytics. Our solutions address the growing security and compliance complexities and risks resulting from the increasing adoption of cloud computing and the proliferation of geographically dispersed IT assets.

The Company ishas enteringentered the digital transformation and data center design and construction market after it landed a contract in November, 2023 valued at over $20 million from its partner, Cybastion Institute of Technology. The contract is to oversee the design and construction of data centers in the Republic of Côte d’Ivoire and the Republic of Benin. Visium is tasked with creating data centers that meet specific requirements and standards, ensuring optimal performance and reliability. The scope of work includes data center architecture and design, power civil engineering, controls and distribution systems, rack layouts, network topology, vendor high availability, and a comprehensive security stack solution which will include Visium’s proprietary TruContextTM cybersecurity platform. As of JuneSeptember 30, 20242025 no activity has occurred pursuant to this contract.

For the year ended June 30, 2025, selling, general and administrative expenses were $1,649,817 as compared to $2,501,776 for the year ended June 30, 2024, selling,a general and administrative expenses were $2,501,775 as compared to $2,198,639 for the year ended June 30, 2023, an increasedecrease of $303,136$851,959 or approximately 14%.34%. For the years ended June 30, 20242025 and 20232024 selling, general and administrative expenses consisted of the following:

The increasedecrease in selling, general and administrative expenses during fiscal 2024,2025, when compared with the prior year, is primarily due to ana increasedecrease in stock-based consulting expense of $388,885,$402,251, a decrease in stock-based compensation of $444,132, a decrease in consulting fees of $45,000, a decrease in salaries of $94,270, and a decrease in accounting expense of $8,047, offset by an increase in legal and professional fees of $25,694,$125,264 and an increase in consulting fees of $29,980, offset by a decrease in salaries of $97,088, a decrease in investor relationsother expense of $13,688, and a decrease in stock-based compensation expense of $14,743.$26,110.

Changes 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. The increasedecrease in fair value of derivative liabilities recognized during fiscal 20242025 is primarily due to a change in accounting estimate related to the accounting for derivative liabilities as a result of a decrease in share price.

Interest expense represents the stated interest of notes and convertible notes payable as well as the amortization of debt discount. The decreaseincrease in interest expense during fiscal 20242025 is primarily due to lowerinterest discounton amortizationthe expensedelinquent ofconvertible $59,600notes in fiscal 2024.payable.

AGain recap of the Loss(loss) on extinguishment of debt during fiscal 2023 is as follows:

At June 30, 20242025 our total assets consisted of cash.cash and a prepaid license fee of $7,500. At June 30, 20232024 100% our total assets consisted of cash.

We were unable to generate sufficient funds from operations to fund our ongoing operating requirements through June 30, 2024. As of September 30, 2024, we had approximately $11,000.2025. We may need to raise funds to enhance our working capital and use them for strategic purposes. If such need arises, we intend to generate proceeds from either debt or equity financing.

The accompanying financial statements have been prepared on a going concern basis. The Company has used net cash in its operating activities of $488,319$411,177 and $523,886$488,319 during the years ended June 30 20242025 and 2023,2024, respectively, and has a working capital deficit of approximately $5.1$5.8 million and $4.3$5.1 million at June 30, 20242025 and 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.future. 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.debt. 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.

We generated net proceeds of $122,960 and $140,000$569,200 during fiscal 20242025 from the issuance of promissory notes, and 2023, respectively,$122,960 from the issuance of convertible notes payable.payable during fiscal 2024.

The Company had promissory notes aggregating approximately $991,567 at June 30, 2025 and $777,954 at June 30, 2024 and $380,013 at June 30, 2023.2024. The related accrued interest amounted to approximately $288,661$169,600 and $224,010$288,661 at June 30, 20242025 and 2023,2024, respectively. There is no provision in the note agreements for adjustments to the interest rates on these notes in the event of default. The notes payable bear interest at rates between 0% and 20% per annum. Interest is generally payable monthly.at $355,000maturity. $535,000 of these notes have matured as of June 30, 2024.2025. We generated net proceeds of $465,000 during fiscal 2024 from the issuance of short-term notes payable.

As of DecemberMarch 31, 2025,2026, we had fivefour (54) full time employees.

Three- and Six-MonthNine-Month Periods Ended DecemberMarch 31, 20252026 and 20242025

SixNine Month Period Ended DecemberMarch 31, 2026 and 2025

For the sixnine months ended DecemberMarch 31, 2025,2026, selling, general and administrative expenses were $791,412$1,150,520 as compared to $650,948$907,968 for the sixnine months ended DecemberMarch 31, 2024.2025. For the six-monthnine-month periods ended DecemberMarch 31, 20252026 and 20242025 selling, general and administrative expenses consisted of the following:

The increase in selling, general and administrative expenses of $140,464$242,552 during fiscal 2025,2026, when compared with the prior year, is primarily due to an increase in stock-based compensation of $204,150 and$295,350, higher travel expenses of $486,$546, an higher accounting expense of $1,798, offset by a decrease in stock-based consulting expense of $18,970, and lower salary expense of $46,757, and lower accounting expense of $6,027.$46,469.

Interest expense represents stated interest of notes and convertible notes payable as well as amortization of debt discount. Interest expense is lower for the six months ended December 31, 2025 due to lower debt discount amortization of $27,519, offset by higher interest expense of $23,253 as compared to the prior year period.

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 sixNine monthsMonths ended DecemberMarch 31, 2024 the gain on extinguishment of debt was:

Three Month Period Ended DecemberMarch 31, 2026 and 2025

For the three months ended DecemberMarch 31, 2025,2026, selling, general and administrative expenses were $421,789$359,108 as compared to $280,483$257,019 for the three months ended DecemberMarch 31, 2024.2025. For the three months ended DecemberMarch 31, 20252026 and 20242025 selling, general and administrative expenses consisted of the following:

The increase in selling, general and administrative expenses of $141,306$102,089 for the three months ended DecemberMarch 31, 2025,2026, when compared with the prior year period, is primarily due to an increase in stock-based compensation expense of $152,650,$91,200, offsetand byan a decreaseincrease in salaryaccounting expense of $23,683.$7,824.

Interest expense represents stated interest of notes and convertible notes payable as well as amortization of debt discount. Interest expense is lowerhigher for the three months ended DecemberMarch 31, 20252026 due to lowerhigher debt discount amortization as compared to the prior year period.

At DecemberMarch 31, 20252026 and June 30, 2025, our total assets consisted of cash and prepaid licenseexpenses. fees.We do not have any material commitments for capital expenditures.

The accompanying financial statements have been prepared on a going concern basis. The Company has used net cash in its operating activities of $292,693$370,143 and $218,247$253,891 during the six-monthnine-month periods ended DecemberMarch 31, 20252026 and 2024,2025, respectively, and has a working capital deficit of approximately $6.39$6.86 million and $5.84 million at DecemberMarch 31, 20252026 and June 30, 2025, respectively. The Company’s ability to continue as a going concern is dependent upon its ability to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due, to fund possible future acquisitions, and to generate profitable operations in the future. Management plans may continue to provide for its capital requirements by issuing additional equity securities and debt. 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.

SixNine monthsMonths ended DecemberMarch 31, 20252026

Net cash used in operations during the sixnine months ended DecemberMarch 31, 20252026 increased by $74,446$116,252 or 34%46% over the same period during fiscal year 2024.2025. The cash provided by financing activities was obtained through advances from directors totaling $49,500$85,500 and the issuance of promissory notes that netted the Company $322,041$420,691 during the sixnine months ended DecemberMarch 31, 2025.2026.

SixNine monthsMonths ended DecemberMarch 31, 20242025

Net cash used in operations during the sixnine months ended DecemberMarch 31, 20242025 decreased by $48,961$113,658 or about 18%31% from the same period during fiscal year 2023.2024. The cash provided by financing activities was obtained through advances from directors totaling $56,526,$95,526, the issuance of promissory notes that netted the Company $320,000$332,000 during the sixnine months ended DecemberMarch 31, 2024.2025.

During the sixnine months ending DecemberMarch 31, 20252026 we generated net proceeds of $322,041$420,691 from the issuance of seveneleven promissory notes.

Other outstanding obligations at DecemberMarch 31, 20252026

The Company had convertible promissory notesnotes, net of discount, aggregating $179,132$191,199 outstanding at DecemberMarch 31, 2025.2026. The accrued interest amounted to approximately $127,910$226,376 as of DecemberMarch 31, 2025.2026. The Convertible Notes Payable bear interest at rates ranging between 0% and 18%24% per annum. Interest is generally payable monthly. The Convertible Notes Payable are generally convertible at rates ranging between $0.0042$0.00097 and $121.50 per share, at the holders’ option. At DecemberMarch 31, 2025,2026, $179,132$191,199 of the convertible promissory notes have matured and are in default.

The Company had promissory notes aggregating $1,250,929$1,118,200 at DecemberMarch 31, 2025.2026. The related accrued interest amounted to approximately $240,444$266,030 at DecemberMarch 31, 2025.2026. The Notes Payable bear interest at rates ranging between 0% and 18% per annum. Interest is generally payable at maturity of the note. At DecemberMarch 31, 2025,2026, $785,000$835,000 of the promissory notes have matured and are in default.