Form 10-K - Annual report [Section 13 and 15(d), not S-K Item 405]

Share Name	Share Symbol	Market	Type
Visium Technologies Inc (PK)	USOTC:VISM	OTCMarkets	Common Stock

	Price Change	% Change	Share Price	Bid Price	Offer Price	High Price	Low Price	Open Price	Shares Traded	Last Trade
	0.00	0.00%	0.003	0.0025	0.003				30	14:38:25

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

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

For the fiscal year ended June 30, 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

7371

87-0449667

(State or other jurisdiction of

incorporation or organization)

(Primary Standard Industrial

Classification Number)

(I.R.S. Employer

Identification Number)

4094 Majestic Lane, Suite 360

Fairfax, VA 22033

(Address of Principal Executive Office)(Zip Code)

(703) 273-0383

(Registrant’s telephone number, including area code)

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

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Securities registered pursuant to Section 12(g) of the Act: Common Stock, par value $0.0001

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☒ No ☐

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

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

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☒

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

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

If an emerging growth company, indicate by checkmark 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 aggregate market value of the common equity voting shares of the registrant held by non-affiliates on December 31, 2023 was $1,008,487, at a share price of $0.0169 on that date. For purposes of this calculation, an aggregate of 59,673,788 shares of Common Stock were held by non-affiliates of the registrant on December 31, 2023 and have been included in the number of shares of Common Stock held by affiliates.

The number of the registrant’s shares of Common Stock outstanding as of September 30, 2024: 239,494,599

In this Annual Report on Form 10-K, the terms the “Company,” “Visium,” “we,” “us” or “our” refers to Visium Technologies, Inc., unless the context indicates otherwise.

WARNING CONCERNING FORWARD LOOKING STATEMENTS

CERTAIN STATEMENTS IN THIS ANNUAL REPORT CONTAIN OR MAY CONTAIN FORWARD-LOOKING STATEMENTS THAT ARE SUBJECT TO KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS WHICH MAY CAUSE ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS TO BE MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS. THESE FORWARD-LOOKING STATEMENTS WERE BASED ON VARIOUS FACTORS AND WERE DERIVED UTILIZING NUMEROUS ASSUMPTIONS AND OTHER FACTORS THAT COULD CAUSE OUR ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE IN THE FORWARD-LOOKING STATEMENTS. THESE FACTORS INCLUDE, BUT ARE NOT LIMITED TO, OUR ABILITY TO IMPLEMENT OUR BUSINESS MODEL, RAISE SUFFICIENT CAPITAL TO FUND OUR OPERATING LOSSES AND PAY OUR ONGOING OBLIGATIONS, ECONOMIC AND MARKET CONDITIONS AND FLUCTUATIONS, GOVERNMENT AND INDUSTRY REGULATION, COMPETITION, AND OTHER FACTORS. MOST OF THESE FACTORS ARE DIFFICULT TO PREDICT ACCURATELY AND ARE GENERALLY BEYOND OUR CONTROL. YOU SHOULD CONSIDER THE AREAS OF RISK DESCRIBED IN CONNECTION WITH ANY FORWARD-LOOKING STATEMENTS THAT MAY BE MADE HEREIN. READERS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING STATEMENTS AND READERS SHOULD CAREFULLY REVIEW THIS ANNUAL REPORT IN ITS ENTIRETY, INCLUDING THE RISKS DESCRIBED IN PART I. DESCRIPTION OF BUSINESS - RISK FACTORS. EXCEPT FOR OUR ONGOING OBLIGATIONS TO DISCLOSE MATERIAL INFORMATION UNDER THE FEDERAL SECURITIES LAWS, WE UNDERTAKE NO OBLIGATION TO RELEASE PUBLICLY ANY REVISIONS TO ANY FORWARD-LOOKING STATEMENTS, TO REPORT EVENTS OR TO REPORT THE OCCURRENCE OF UNANTICIPATED EVENTS. THESE FORWARD-LOOKING STATEMENTS SPEAK ONLY AS OF THE DATE OF THIS ANNUAL REPORT, AND YOU SHOULD NOT RELY ON THESE STATEMENTS WITHOUT ALSO CONSIDERING THE RISKS AND UNCERTAINTIES ASSOCIATED WITH THESE STATEMENTS AND OUR BUSINESS.

Table of Contents

2024 ANNUAL REPORT ON FORM 10-K

Table of Contents

PART I

Item 1. Business.		4
Item 1A. Risk Factors.		6
Item 1B. Unresolved Staff Comments.		9
Item 1C. Cybersecurity
Item 2. Properties.		9
Item 3. Legal Proceedings.		9
Item 4. Mine Safety Disclosures.		9

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.		10
Item 6. Selected Financial Data.		10
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.		10
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.		19
Item 8. Financial Statements and Supplementary Data.		19
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.		19
Item 9A. Controls and Procedures.		19
Item 9B. Other Information.		20

PART III

Item 11. Executive Compensation.		24
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholders Matters.		26
Item 13. Certain Relationship and Related Party Transactions, and Director Independence.		27
Item 14. Principal Accountant Fees and Services.		29

PART IV

Item 15. Exhibits and Financial Statement Schedules.		30

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PART I

Item 1. Business

Overview

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

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

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

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

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

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

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

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

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

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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.

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

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

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

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

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

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

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

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

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

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

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

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

Partnership Ecosystem

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

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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

At September 30, 2024, we had 5 full time employees.

Our principal offices are located at 4094 Majestic Lane, Suite 360, Fairfax, Virginia 22033. We currently operate in a virtual office arrangement. Our telephone number is (703) 273-0383.

Our common stock is quoted on the OTC Pink Market under the symbol “VISM”. The last reported sales price of our common stock on the OTC Pink on September [20], 2024, was $0.0027.

Recent Developments

Resignation of Directors

On July 25, 2024, the Company received written notice from Wayne Monk, Dr. Emmanuel Esaka, and Solomon Adote of their resignations as a members of the Board of Directors (“Board”) of the Company, effective immediately. Mr. Monk’s. Dr. Esaka’s, and Mr. Adote’s respective decisions to resign from the Board were not the result of any disagreement with the Company, the Board, management, or any matter relating to the Company’s operations, policies or practices.

Item 1A. Risk Factors

Investing in our securities involves a high degree of risk. Before investing in our common stock, you should carefully consider the risks described below, as well as the other information in this Annual Report, including our consolidated financial statements and the related notes. In addition, we may face additional risks and uncertainties not currently known to us, or which as of the date of this Annual Report we might not consider significant, which may adversely affect our business. If any of the following risks occur, our business, financial condition and results of operations could be materially adversely affected. In such case the trading price of our common stock and warrants could decline due to any of these risks or uncertainties, and you may lose part or all of your investment.

Risks Related to Our Business

Management and our independent auditors have raised substantial doubts as to our ability to continue as a going concern.

Our financial statements have been prepared assuming we will continue as a going concern. Since inception we have experienced recurring net losses which losses caused an accumulated deficit of approximately $62.7 million as of June 30, 2024. These factors, among others, raise substantial doubt about our ability to continue as a going concern. Our financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Our future performance will depend on the continued engagement of key members of our management team.

Our future performance depends to a large extent on the continued services of members of our current management and other key personnel. While we have employment agreements with certain of our executive officers and key employees, the failure to secure the continued services of these or other key personnel for any reason, could have a material adverse effect on our business, operations, and prospects. We currently do not carry “key man insurance” on any of our executives.

We currently have a working capital deficit and negative cash flow from operations and are uncertain if and when we will be able to pay our current liabilities.

Our working capital deficit was approximately $5.15 million as of June 30, 2024. This deficit consists of $8,456 in current assets, offset by $5,157,000 in current liabilities. In addition, we had negative cash flow from operations for the year ended June 30, 2024 of approximately $488,300. We do not have any liquid or other assets that can be liquidated to pay our current liabilities while we continue to incur additional liabilities to our officer and certain service providers who are working to prepare the documents required to be filed with the Securities and Exchange Commission to enable our common shares to be registered for trading. Since we currently have limited operations, the only ways we have of paying our current liabilities are to issue our common or preferred shares to our creditors or to issue unsecured promissory notes which may include certain features such as convertibility into common or preferred shares or warrants to purchase additional common or preferred shares in the future.

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We had $1,852,431 of convertible notes, notes payable, and accrued interest payable as of June 30, 2024, of which $1,344,042 of this amount is past due, and we do not have the funds necessary to pay these obligations.

In addition to funding our operating expenses, we need capital to pay various debt obligations totaling approximately $1,344,042 as of June 30, 2024 which are either currently past due or which are due in the current fiscal year. Currently, there is $481,383 principal amount of the convertible notes payable which is past due, $355,000 principal of the notes payable which is past due, and $507,659 of accrued interest which is past due. The interest on the past due principal amounts will continue to accrue monthly at their stated rates. Holders of past due notes do not have a security interest in our assets. The existence of these obligations provides additional challenges to us in our efforts to raise capital to fund our operations.

In the event we consummate a transaction with a profitable company, we may not be able to utilize our net operating loss carryover which may have a negative impact on your investment.

If we enter into a combination with a business that has operating income, we cannot assure you that we will be able to utilize all or even a portion of our existing net operating loss carryover for federal or state tax purposes following such a business combination. If we are unable to make use of our existing net operating loss carryover, the tax advantages of such a combination may be limited, which could negatively impact the price of our stock and the value of your investment. These factors will substantially increase the uncertainty, and thus the risk, of investing in our shares.

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

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 presence 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. These factors substantially increase the uncertainty, and thus the risk, of investing in our shares.

In December 2019, a novel coronavirus (“COVID-19”) emerged and has subsequently spread worldwide. The World Health Organization has declared COVID-19 a pandemic resulting in federal, state, and local governments mandating various restrictions, including travel restrictions, restrictions on public gatherings, stay at home orders and advisories and quarantining of people who may have been exposed to the virus.

As the COVID-19 pandemic is complex and rapidly changing, the full extent and duration of the impact of COVID-19 on the Company’s operation and financial performance is currently unknown and depends on future developments that are uncertain and unpredictable, including the duration and spread of the pandemic, its impact on capital and financial markets.

There are a number of factors related to our common stock which may have an adverse effect on our shareholders.

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, 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.

Any significant cybersecurity incident or disruption of our information technology systems or those of third-party partners could materially damage user relationships and subject us to significant reputational, financial, legal and operation consequences.

We may depend on our information technology systems, as well as those of third parties, to develop new products and services, host and manage our services, store data and process transactions. Any material disruption or slowdown of our systems or those of third parties upon whom we depend could cause outages or delays in our services, particularly in the form of interruption of services delivered by our website, which could harm our brand and adversely affect our operating results. Our failure to implement adequate cybersecurity protections could subject us to claims for any breach of security, particularly if it results in disclosure of information relating to our customers. If changes in technology cause our information technology systems, or those of third parties whom we depend upon, to become obsolete, or if our or their information systems are inadequate to handle our growth, we could lose users, and our business and operating results could be adversely affected.

Risks Related to Our Corporate Structure and Ownership of Our Securities

We have certain provisions in our Articles of Incorporation and Bylaws, and there are other provisions under Florida law, that may serve to make a takeover of our Company more difficult.

Provisions of our articles of incorporation and bylaws may delay or prevent a takeover which may not be in the best interests of our stockholders. Provisions of our articles of incorporation and bylaws may be deemed to have anti-takeover effects, which include when and by whom special meetings of our stockholders may be called, and may delay, defer, or prevent a takeover attempt. In addition, certain provisions of Florida law also may be deemed to have certain anti-takeover effects which include that control of shares acquired in excess of certain specified thresholds will not possess any voting rights unless these voting rights are approved by a majority of a corporation’s disinterested stockholders.

Future capital raises may dilute our existing stockholders’ ownership and/or have other adverse effects on our operations.

If we raise additional capital by issuing equity securities, our existing stockholders’ percentage ownership may decrease, and these stockholders may experience substantial dilution. If we raise additional funds by issuing debt instruments, these debt instruments could impose significant restrictions on our operations, including liens on our assets. If we raise additional funds through collaborations and licensing arrangements, we may be required to relinquish some rights to our technologies or products, or to grant licenses on terms that are not favorable to us or could diminish the rights of our stockholders.

We do not anticipate paying any cash dividends on our common stock in the foreseeable future; therefore, capital appreciation, if any, of our common stock, will be your sole source of gain for the foreseeable future.

We have never declared or paid cash dividends on our common stock. We do not anticipate paying any cash dividends on our common stock in the foreseeable future. We currently intend to retain all available funds and any future earnings to fund the development and growth of our business. In addition, future loan arrangements, if any, may contain, terms prohibiting or limiting the amount of dividends that may be declared or paid on our common stock. As a result, capital appreciation, if any, of our common stock, will be your sole source of gain for the foreseeable future.

Voting power of our shareholders is highly concentrated by insiders.

Our officers and directors control, either directly or indirectly, a substantial portion of our voting securities. As of June 30, 2024, our executive officer and directors beneficially owns 67,218,882 shares of Common Stock, or approximately 31% of our outstanding shares of Common Stock. In addition, our executive officer owns the only issued and outstanding share of Series AA Convertible Preferred Stock which entitles him to 51% of the Common votes on any matter requiring a shareholder vote. Therefore, our management may significantly affect the outcome of all corporate actions and decisions for an indefinite period of time including the election of directors, amendment of charter documents and approval of mergers and other significant corporate transactions.

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

Our common stock is quoted on the OTC Pink. OTC Pink 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 Pink are considerably lower and less regulated than those of the OTC Bulletin Board or an exchange. Because our common stock is quoted on the OTC Pink, it is possible that even fewer brokers or dealers would be interested in making a market in our common stock which further adversely impacts its liquidity.

The tradability of our common stock is limited under the penny stock regulations which may cause the holders of our common stock difficulty should they wish to sell their shares.

Because the quoted price of our common stock is less than $5.00 per share, our common stock is considered a “penny stock,” and trading in our common stock is subject to the requirements of Rule 15g-9 under the Exchange Act. Under this rule, broker/dealers who recommend low-priced securities to persons other than established customers and accredited investors must satisfy special sales practice requirements. The broker/dealer must make an individualized written suitability determination for the purchaser and receive the purchaser’s written consent prior to the transaction. SEC regulations also require additional disclosure in connection with any trades involving a “penny stock,” including the delivery, prior to any penny stock transaction, of a disclosure schedule explaining the penny stock market and its associated risks. These requirements severely limit the liquidity of securities in the secondary market because few broker or dealers are likely to undertake these compliance activities and this limited liquidity will make it more difficult for an investor to sell his shares of our common stock in the secondary market should the investor wish to liquidate the investment. In addition to the applicability of the penny stock rules, other risks associated with trading in penny stocks could also be price fluctuations and the lack of a liquid market.

Substantial future sales of shares of our common stock could cause the market price of our common stock to decline.

The market price of shares of our common stock could decline as a result of substantial sales of our common stock, particularly sales by our directors, executive officers and significant stockholders, or a large number of shares of our common stock becoming available for sale or the perception in the market that holders of a large number of shares intend to sell their shares.

The market price of our shares of common stock is subject to fluctuation.

The market prices of our shares may fluctuate significantly in response to factors, some of which are beyond our control, including:

	·	The announcement of new products by our competitors;

	·	The release of new products by our competitors;

	·	Developments in our industry or target markets; and

	·	General market conditions including factors unrelated to our operating performances

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Recently, the stock market, in general, has experienced extreme price and volume fluctuations. Continued market fluctuations could result in extreme market volatility in the price of our shares of common stock which could cause a decline in the value of our shares.

We have identified a material weakness in our internal control over financial reporting. This material weakness could continue to adversely affect our ability to report our results of operations and financial condition accurately and in a timely manner.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Our management is likewise required, on a quarterly basis, to evaluate the effectiveness of our internal controls and to disclose any changes and material weaknesses identified through such evaluation in those internal controls. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

As described elsewhere in this Annual Report, we identified a material weakness in our internal control over financial reporting related to functional controls and segregation of duties. As a result of this material weakness, our management concluded that our internal control over financial reporting was not effective as of June 30, 3024.

Any failure to maintain such internal control could adversely impact our ability to report our financial position and results from operations on a timely and accurate basis, which could result in a material adverse effect on our business. If our financial statements are not accurate, investors may not have a complete understanding of our operations. Likewise, if our financial statements are not filed on a timely basis, we could be subject to sanctions or investigations by OTC Markets, the SEC or other regulatory authorities. In addition, we would likely incur additional accounting, legal and other costs in connection with any remediation steps. Ineffective internal controls could also cause investors to lose confidence in our reported financial information, which could have a negative effect on the trading price of our stock.

To respond to this material weakness, we have devoted, and plan to continue to devote, significant effort and resources to the remediation and improvement of our internal control over financial reporting. While we have processes to identify and appropriately apply applicable accounting requirements, we plan to enhance these processes to better evaluate our research and understanding of the nuances of the complex accounting standards that apply to our financial statements.

We can give no assurance that the measures we have taken and plan to take in the future will remediate the material weakness identified or that any additional material weaknesses or restatements of financial results will not arise in the future due to a failure to implement and maintain adequate internal control over financial reporting or circumvention of these controls. In addition, even if we are successful in strengthening our controls and procedures, in the future those controls and procedures may not be adequate to prevent or identify irregularities or errors or to facilitate the fair presentation of our financial statements.

Failure to achieve and maintain effective internal controls in accordance with Section 404 of the Sarbanes Oxley Act could prevent us from producing reliable financial reports or identifying fraud. In addition, current and potential stockholders could lose confidence in our financial reporting, which could have an adverse effect on our stock price.

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, and concluded that our internal controls and procedures were not effective.

Risks Related to Operations Outside of the United States

We are subject to economic, political and other risks of doing business globally and in emerging markets.

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

	·	inflation and hyperinflation and adverse economic effects resulting from governmental attempts to control inflation, such as the imposition of wage and price controls and higher interest rates;

	·	changes in laws and regulations or their interpretation or enforcement in the countries where Visium operates;

	·	difficulties in enforcing agreements or judgments and collecting receivables in foreign jurisdictions;

	·	exchange controls or other currency restrictions and limitations on the movement of funds, such as on the remittance of dividends by subsidiaries;

	·	inadequate infrastructure and logistics challenges;

	·	sovereign risk and the risk of government intervention, including through expropriation, or regulation of the economy or natural resources, including restrictions on foreign ownership of land or other assets; while we may adopt insurance coverage to cover expropriation risk, convertibility, transfer and other risks, this may not be sufficient to cover business risks;

	·	the requirement to comply with a wide variety of laws and regulations that apply to international operations, including, without limitation, economic sanctions regulations, labor laws, import and export regulations, anti-corruption and anti-bribery laws;

	·	challenges in maintaining an effective internal control environment with operations in multiple international locations, including language differences, varying levels of accounting expertise in international locations and multiple financial information systems;

	·	changes in a country’s or region’s economic or political condition; and

	·	labor disruptions, civil unrest, significant political instability, coup attempts, wars or other armed conflict or acts of terrorism.

Emerging markets are subject to different risks as compared to more developed markets. Operating a business in an emerging market can involve a greater degree of risk than operating a business in more developed markets, including, in some cases, increased political, economic and legal risks. Emerging market governments and judiciaries often exercise broad, unchecked discretion and are susceptible to abuse and corruption. Moreover, financial turmoil in any emerging market country tends to adversely affect the value of investments in all emerging market countries as investors move their money to more stable, developed markets. As has happened in the past, financial problems or an increase in the perceived risks associated with investing in companies in emerging economies could dampen foreign investment and adversely affect the local economy. Generally, investment in emerging markets is only suitable for sophisticated investors who fully appreciate the significance of the risks involved in, and are familiar with, investing in emerging markets.

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Item 1B. Unresolved Staff Comments.

Not applicable.

Item 1C. Cybersecurity

Cyberattacks are a growing geopolitical risk, becoming larger, more frequent, more intricate and more relentless. These attacks represent a significant threat to individual organizations and their ability to conduct daily operations. We rely on accounting, financial, and operational management information systems to conduct our operations. Any disruption in these systems could adversely affect our ability to conduct our business. Furthermore, as part of our normal business activities, we collect and store common confidential information about customers, employees, vendors, and suppliers. This information is entitled to protection under a number of regulatory regimes.

Any failure to maintain the security of the data, including the penetration of our network security and the misappropriation of confidential and personal information, could result in business disruption, damage to our reputation, financial obligations to third parties, fines, penalties, regulatory proceedings and private litigation with potentially large costs. This scenario may also result in a deterioration of customer confidence in us and potentially other competitive disadvantages. As such, a cyberattack could have a material adverse impact on our financial condition and results of operations.

While we devote resources to implement and maintain security measures to protect our systems and data, these measures cannot provide absolute security against a cyberattack. In such an event, the insurance coverage we maintain may be inadequate to cover claims, costs, and liabilities relating to cybersecurity incidents.

While we have not been subject to cyberattacks and other cyber incidents, we take cybersecurity preparedness seriously. Our risk management framework considers cybersecurity risk alongside other company risks as part of our overall risk assessment process. We have plans to implement cybersecurity training for all employees upon onboarding, and then annual follow-up training courses to ensure that all employees understand the risk and implications of a cyber event.

We plan to implement a Cybersecurity Committee which will be responsible for the day-to-day management of cybersecurity risks, and which will meet bi-monthly to review our practices related to cyber events and risk management. The Committee will be composed of the Chief Financial Officer and our technical leadership staff. The Committee will develop and implement cybersecurity risk mitigation strategies and activities, including the management of comprehensive incident response plans, oversee the cybersecurity risks posed by third-party vendors, ensure policies and procedures are current and followed, and receive regular updates on cybersecurity-related matters. Further, the Committee will engage subject matter experts such as consultants and auditors to assist us in establishing processes to assess, identify, and manage potential and actual cybersecurity threats, to actively monitor our systems internally using widely accepted digital applications, processes, and controls, and to provide forensic assistance to facilitate system recovery in the case of an incident.

The Audit Committee of our Board of Directors oversees our policies and practices with respect to risk assessment and risk management, including the review, in coordination with our management, of our management of cybersecurity. The Audit Committee will receive regular updates from the Cybersecurity Committee on the state of cybersecurity risks we face. This will include briefings on any significant cyber incidents and ongoing risk management efforts. These updates will enable the Audit Committee to provide informed reports on cybersecurity matters to the full Board.

As of the date of this Annual Report on Form 10-K, we are not aware of any risks from cybersecurity threats that have materially affected or are reasonably likely to materially affect us, our business strategy, results of operations or financial condition.

Item 2. Properties.

As of the filing of this Annual Report, our Company and its employees work 100% remotely. We rent our principal executive office from an unrelated third party on an annual basis for $540/year.

Item 3. Legal Proceedings.

There are no actions, suits, proceedings, inquiries or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting our company, our Common Stock, any of our officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.

Item 4. Mine Safety Disclosures.

Not applicable.

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PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities.

Our common shares are quoted on the OTC Pink Quotation System under the symbol “VISM,” but trade infrequently.

The high and low bid prices of our common stock for the periods indicated below are as follows:

Fiscal Year Ended June 30, 2024

	High		Low
Quarter Ended September 30, 2023	$	0.0299	$	0.0061
Quarter Ended December 31, 2023	$	0.0298	$	0.0100
Quarter Ended March 31, 2024	$	0.0200	$	0.0038
Quarter Ended June 30, 2024	$	0.0074	$	0.0032

Fiscal Year Ended June 30, 2023

	High		Low
Quarter Ended September 30, 2022	$	5.00	$	0.55
Quarter Ended December 31, 2022	$	1.00	$	0.08
Quarter Ended March 31, 2023	$	0.644	$	0.052
Quarter Ended June 30, 2023	$	0.226	$	0.007

Stockholders

As of September 30, 2024, there were 14,800 stockholders of record of our Common Stock.

Dividend Policy

We have not paid any cash dividends and do not anticipate or contemplate paying dividends in the foreseeable future.

Recent Sales of Unregistered Securities

During the year ended June 30, 2024 the Company issued 85,586,379 shares of its common stock related to the conversion of $723,784 of principal and accrued interest of its convertible notes payable, at an average contract conversion price of $0.009 per share.

Stock Based Compensation and Stock Based Consulting Services Expense

During the year ended June 30 2024, the Company issued 24,742,499 shares of its $0.0001 par value common stock to consultants, as compensation for services rendered. The shares were valued at $463,118, or $0.0187 per share.

During the year ended June 30, 2024 the Company issued 12,820,000 shares of its $0.0001 par value common stock to six employees, as compensation for services rendered. The shares were valued at $120,908, or $0.0094 per share.

During the year ended June 30, 2024 the Company issued 60,960,000 shares of its $0.0001 par value common stock to our Directors and Officer, as compensation for services rendered. The shares were valued at $646,624, or $0.0106 per share.

Funding

We generated net proceeds of $122,960 from the issuance of four convertible notes during the year ended June 30, 2024.

We generated net proceeds of $465,000 from the issuance of eleven one-year promissory notes during the year ended June 30, 2024.

Rule 10B-18 Transactions

During the year ended June 30, 2024, there were no repurchases of the Company’s common stock by the Company.

Item 6. Selected Financial Data.

As a “smaller reporting company”, we are not required to provide information required by this item.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion and analysis should be read in conjunction with our financial statements and the related notes thereto. The management's discussion and analysis contain forward-looking statements, such as statements of our plans, objectives, expectations, and intentions. Any statements that are not statements of historical fact are forward-looking statements. When used, the words "believe," "plan," "intend," "anticipate," "target," "estimate," "expect" and the like, and/or future tense or conditional constructions ("will," "may," "could," "should," etc.), or similar expressions, identify certain of these forward-looking statements. These forward-looking statements are subject to risks and uncertainties, including those under "Risk Factors," which appear in elsewhere in this Annual Report, that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements. Our actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of several factors. We do not undertake any obligation to update forward-looking statements to reflect events or circumstances occurring after the date of this Annual Report.

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Overview

The Company 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 2019, the Company changed its name to Visium Technologies, Inc.

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 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.

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 Cybersecurity, based on graph database technology. The development of the technology was sponsored by, and is currently in use by United States 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. During fiscal 2022 the Company rebranded Cygraph as TruContext^TM to reflect the enhanced version of the software tool which resulted from significant proprietary development of the software.

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

Results of Operations

Development Expense

For the year ended June 30, 2024, development expense totaled $86,702 as compared to $214,965 for the year ended June 30, 2023, a decrease of $128,263 or approximately 60%.

Selling, General, and Administrative Expenses

For the year ended June 30, 2024, selling, general and administrative expenses were $2,501,775 as compared to $2,198,639 for the year ended June 30, 2023, an increase of $303,136 or approximately 14%. For the years ended June 30, 2024 and 2023 selling, general and administrative expenses consisted of the following:

	2024			2023		Increase/ (Decrease)			% Change
Accounting expense	$	82,289	$	$	87,521	$	(5,232	)	(6%)
Consulting fees		165,000			135,020		29,980			22	%
Salaries		910,276			1,007,364		(97,088	)	(10%)
Legal and professional fees		66,844			41,150		25,694			62	%
Travel expense		8,568			13,318		(4,750	)	(36%)
Occupancy expense		2,081			2,569		(488	)	(19%)
Telephone expense		5,129			4,611		518			11	%
Marketing expense		550			2,465		(1,915	)	(78%)
Website expense		44			61		(17	)	(28%)
Investor relations expense		-			13,688		(13,688	)	(100%)
Stock based consulting expense		463,111			74,226		388,885			524	%
Stock based compensation		767,532			782,275		(14,743	)	(2%)
Other		30,351			34,371		(4,020	)	(12%)

	$	2,501,775	$	$	2,198,639	$	303,136			14	%

The increase in selling, general and administrative expenses during fiscal 2024, when compared with the prior year, is primarily due to an increase in stock-based consulting expense of $388,885, an increase in legal and professional fees of $25,694, and an increase in consulting fees of $29,980, offset by a decrease in salaries of $97,088, a decrease in investor relations expense of $13,688, and a decrease in stock-based compensation expense of $14,743.

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Change in Fair Value of Derivative Liability

	Years ended
	June 30,
	2024		2023
Gain on change in fair value of derivative liabilities	$	39,141	$	17,363

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 increase in fair value of derivative liabilities recognized during fiscal 2024 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.

Derivative Liability Expense

	Years Ended
	June 30,				%
	2024		2023		Change
Derivative liability expense	$	-	$	62,773	(100%)

The Company issued convertible notes in January 2023 and June 2023 which provisions contained variable price conversion terms, resulting in a derivative liability expense, measured as of the issuance date of the notes.

Interest Expense

	Years Ended
	June 30,				%
	2024		2023		Change
Interest Expense	$	307,613	$	334,847	(8%)

Interest expense represents the stated interest of notes and convertible notes payable as well as the amortization of debt discount. The decrease in interest expense during fiscal 2024 is primarily due to lower discount amortization expense of $59,600 in fiscal 2024.

Loss on extinguishment of debt

	Years Ended
	June 30,				%
	2024		2023		Change
Loss on extinguishment of debt	$	21,141	$	516,987	(96%)

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. Under ASC 470-50, the issuance of these warrants resulted in a loss on the extinguishment of debt, as follows:

Value of warrants issued	$	186,972
Write-off of unamortized debt discount		317,953
Loss on extinguishment of debt	$	504,925

During the year ended June 30, 2023, we recorded a loss on the payoff of convertible note totaling $12,062, which is recorded in the Consolidated Statement of Operations as loss on extinguishment of debt.

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A recap of the Loss on extinguishment of debt during fiscal 2023 is as follows:

Loss on extinguishment of debt related to warrants	$	504,925
Loss on extinguishment of debt related to note conversions		12,062
	$	516,987

Liquidity and Capital Resources

	Balance at June 30,
	2024			2023
Cash	$	8,456		$	9,982
Accounts payable and accrued expenses		(1,094,516	)		(845,502	)
Accrued compensation		(1,986,279	)		(1,371,879	)
Notes, convertible notes, and accrued interest	$	(1,852,431	)	$	(1,865,630	)

At June 30, 2024 our total assets consisted of cash. At June 30, 2023 100% 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 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. We may need to raise funds to enhance our working capital and use them for strategic purposes. If such need arises, we intend to generate proceeds from either debt or equity financing.

We intend to finance our operations using equity 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.

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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 $488,319 and $523,886 during the years ended June 30 2024 and 2023, respectively, and has a working capital deficit of approximately $5.1 million and $4.3 million at June 30, 2024 and 2023, 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.

	Years Ended
	June 30,
	2024			2023
Cash flows from operating activities:
Net loss	$	(2,878,090	)	$	(3,310,848	)
Non-cash Adjustments:
Loss on debt settlement and expense write off		21,141			516,987
Stock based compensation		1,230,650			856,476
Amortization of debt discount		43,137			102,737
Derivative liability expense		-			62,773
Gain on change in derivative liability		(39,141	)		(17,363	)
Changes in assets and liabilities:
Accrued interest		(7,925	)		275,003
Accrued compensation		614,400			757,290
Accounts payable and accrued expenses		527,509			233,059
Net cash used in operations		(488,319	)		(523,886	)

Cash flows from financing activities:
Advance from officers, net		83,055			99,578
Repayment of convertible notes payable		(76,250	)		(63,700	)
Proceeds from sale of common stock		-			40,250
Proceeds from issuance of short-term notes payable		465,000			190,000
Repayment of short-term notes payable		(107,972	)		(9,250	)
Proceeds from issuance of convertible notes payable, net of debt issuance costs		122,960			140,000
Net cash provided by financing activities		486,793			396,878

Net increase (decrease) in cash	$	(1,526	)	$	(127,008	)

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Year ended June 30, 2024

Net cash used in operations in fiscal year 2024 decreased by $35,567 or 6.8% from fiscal year 2023. Cash from financing activities was obtained through the sale of convertible notes that netted the Company $122,960, and the sale of promissory notes that netted the Company $465,000.

Year ended June 30, 2023

Net cash used in operations in fiscal year 2023 decreased by $1,691,435 or 76% from fiscal year 2022. Cash from financing activities was obtained through the sale of common stock that netted the Company $40,250, the sale of convertible notes that netted the Company $140,000, and the sale of promissory notes that netted the Company $190,000.

Capital Raising Transactions

Issuance of Convertible Notes Payable

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

Convertible Notes Payable

The Company had convertible promissory notes aggregating approximately $534,361 and $937,576 outstanding at June 30, 2024 and 2023, respectively. The accrued interest amounted to approximately $251,455 and $324,031 at June 30, 2024 and 2023, respectively. There is no provision in the note agreements for adjustments to the interest rates on these notes in the event of default. The convertible notes payable bear interest at rates ranging between 0% and 18% per annum. Interest is generally payable monthly. The Convertible Notes Payable are generally convertible at rates ranging between $0.0042 and $30,375,000 per share, at the holders’ option.

	Balance at			Balance at
	June 30, 2024			June 30, 2023
Convertible notes payable	$	541,383		$	937,576
Discount on convertible notes		(7,022	)		-
Convertible notes payable, net of discount	$	534,361		$	937,576

Notes Payable

The Company had promissory notes aggregating approximately $777,954 at June 30, 2024 and $380,013 at June 30, 2023. The related accrued interest amounted to approximately $288,661 and $224,010 at June 30, 2024 and 2023, 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. $355,000 of these notes have matured as of June 30, 2024. We generated net proceeds of $465,000 during fiscal 2024 from the issuance of short-term notes payable.

	Balance at			Balance at
	June 30, 2024			June 30, 2023
Notes payable	$	805,080		$	406,818
Discount on notes payable		(27,126	)		(26,805	)
Notes payable, net of discount	$	777,954		$	380,013

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Common Stock Warrants

In January and February 2021, we issued 39,371 warrants with a two-year life, and fixed exercise prices ranging from $0.0055 to $0.02 per share. An additional 9,239,130 warrant shares were issued due to repricing certain warrants with a $0.02 exercise price to a $0.0115 exercise price.

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. Under ASC 470-50, the issuance of these warrants resulted in a loss on the extinguishment of debt, as follows:

Value of warrants issued	$	186,972
Write-off of unamortized debt discount		317,953
Loss on extinguishment of debt	$	504,925

A summary of the status of the Company’s outstanding common stock warrants as of June 30, 2024 and changes during the fiscal year ending on that date is as follows:

	Number of			Weighted Average
	Warrants			Exercise Price
Common Stock Warrants
Balance at beginning of year		5,115,207		$	0.025
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

Derivative Liability

The Company recognizes all derivative financial instruments on its balance sheet at fair value.

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Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

Climate Change

Our opinion is that neither climate change, nor governmental regulations related to climate change, have had, or are expected to have, any material effect on our operations.

Critical Accounting Policies

The financial statements have been prepared in accordance with accounting principles generally accepted in the US, (“US GAAP”.) The preparation of these financial statements in accordance with US GAAP requires us to make estimates, assumptions and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates, assumptions and judgments. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ from these estimates under different assumptions or conditions and the impact of such differences may be material to our financial statements.

We consider an accounting estimate to be critical if: (1) the accounting estimate requires us to make assumptions about matters that were highly uncertain at the time the accounting estimate was made, and (2) changes in the estimate that are reasonably likely to occur from period to period, or use of different estimates that we reasonably could have used in the current period, would have a material impact on our financial condition or results of operations.

The following critical accounting policies are those that are most important to the portrayal of our consolidated financial statements. For a summary of our significant accounting policies, including the critical accounting policies discussed below, refer to Note 2 - “Summary of Significant Accounting Policies” included in the notes to consolidated financial statements for the year ended June 30, 2024 included elsewhere in this Annual Report on Form 10-K.

We consider the following accounting policies to be those most important to the portrayal of our results of operations and financial condition:

Revenue Recognition

The Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606) outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers. The guidance provided in Accounting Standards Codification (“ASC”) Topic 606 (“ASC 606”) requires entities to use a five-step model to recognize revenue by allocating the consideration from contracts to performance obligations on a relative standalone selling price basis. Revenue recognition is evaluated through the following five steps: (i) identification of the contract, or contracts, with a customer; (ii) identification of the performance obligations in the contract; (iii) determination of the transaction price; (iv) allocation of the transaction price to the performance obligations in the contract; and (v) recognition of revenue when or as a performance obligation is satisfied.

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The Company recognizes revenue when performance obligations under the terms of a contract with the customer are satisfied. Product sales occur once control is transferred upon delivery to the customer. Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring products. In the event any discounts, sales incentives, or similar arrangements are agreed to with a customer, such amounts are estimated at time of sale and deducted from revenue. Sales taxes and other similar taxes are excluded from revenue.

Convertible Instruments - The Company evaluates and accounts for conversion options embedded in its convertible instruments in accordance with ASC 815.

ASC 815 generally provides three criteria that, if met, require companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments in accordance with EITF 00-19. 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 that term is described).

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 the provisions of ASC 470 20 “Debt with Conversion 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 when necessary 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 believes the certain conversion features embedded in convertible notes payable are not clearly and closely related to the economic characteristics of the Company’s stock price. Accordingly, the Company has recognized derivative liabilities in connection with such instruments. The Company uses judgment in determining the fair value of derivative liabilities at the date of issuance at every balance sheet thereafter. The Company uses judgment in determining which valuation is most appropriate for the instrument (e.g., Cox, Ross & Rubinstein Binomial Tree valuation model), the expected volatility, the implied risk-free interest rate, as well as the expected dividend rate.

Share-Based Compensation

We compute share-based payments in accordance with the provisions of ASC Topic 718, Compensation – Stock Compensation and related interpretations. As such, compensation cost is measured on the date of grant at the fair value of the share-based payments. Such compensation amounts, if any, are amortized over the respective vesting periods of the grants.

Restricted stock awards are granted at the discretion of the compensation committee of our board of directors (the “Board of Directors”). These awards are restricted as to the transfer of ownership and generally vest over the requisite service periods (vesting on a straight–line basis). The fair value of a stock award is equal to the fair market value of a share of our common stock on the grant date.

We estimate the fair value of stock options and warrants by using the Cox, Ross & Rubinstein Binomial Tree model. The Cox, Ross & Rubinstein valuation model requires the development of assumptions that are inputs into the model. These assumptions are the expected stock volatility, the risk–free interest rate, the expected life of the option, the dividend yield on the underlying stock and the expected forfeiture rate. Expected volatility is calculated based on the historical volatility of our common stock over the expected term of the option. Risk–free interest rates are calculated based on continuously compounded risk–free rates for the appropriate term.

Determining the appropriate fair value model and calculating the fair value of equity–based payment awards requires the input of the subjective assumptions described above. The assumptions used in calculating the fair value of equity–based payment awards represent management’s best estimates, which involve inherent uncertainties and the application of management’s judgment. We are required to estimate the expected forfeiture rate and recognize expense only for those shares expected to vest.

We account for share–based payments granted to non–employees in accordance with ASC 505–50, “Equity Based Payments to Non–Employees.” We determine the fair value of the stock–based payment as either the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more readily determinable. If the fair value of the equity instruments issued is used, it is measured using the stock price and other measurement assumptions as of the earlier of either (1) the date at which a commitment for performance by the counterparty to earn the equity instruments is reached, or (2) the date at which the counterparty’s performance is complete.

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Derivative Instruments

We enter into financing arrangements that consist of freestanding derivative instruments or are hybrid instruments that contain embedded derivative features. We recognize derivative instruments as either assets or liabilities in the balance sheet and measure such derivative instruments at fair values with gains or losses recognized in earnings. Embedded derivatives that are not clearly and closely related to the host contract are bifurcated and are recognized at fair value with changes in fair value recognized as either a gain or loss in earnings. The fair values of derivative financial instruments are estimated using various techniques (and combinations thereof) that are considered consistent with the objective measuring fair values. In selecting the appropriate technique, the nature of the instrument, the market risks that it embodies and the expected means of settlement are considered. Estimating fair values of derivative financial instruments requires the development of significant and subjective estimates that may, and are likely to, change over the duration of the instrument with related changes in internal and external market factors. In addition, option-based techniques (such as the Cox, Ross & Rubinstein model) are highly volatile and sensitive to changes in the trading market price of our common stock. Since derivative financial instruments are initially and subsequently carried at fair values, our income (expense) going forward will reflect the volatility in these estimates and assumption changes.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

Item 8. Financial Statements and Supplementary Data.

The financial statements and supplementary data of the Company required by this Item are described in Item 15 of this Annual Report on Form 10-K and are presented beginning on page F-1.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

None.

Item 9A. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer, who at June 30, 2024 was also our principal executive and financial officer, has evaluated the effectiveness of our disclosure controls and procedures as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended, or the Exchange Act. Based upon that evaluation, our Chief Executive Officer concluded that, as of June 30, 2024, our disclosure controls and procedures were not effective in ensuring that material information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, including ensuring that such material information is accumulated and communicated to our Chief Executive Officer to allow timely decisions regarding required disclosure.

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Management Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Exchange Act. Our management assessed the effectiveness of our internal control over financial reporting as of June 30, 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 June 30, 2024, management identified the following material weaknesses:

	●	While we have processes in place, there are no formal written policies and procedures related to certain financial reporting processes;

	●	There is no formal documentation in which management specified financial reporting objectives to enable the identification of risks, including fraud risks;

	●	Our Board of Directors consists of six members, however, we lack the resources and personnel to implement proper segregation of duties or other risk mitigation systems.

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

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

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

Changes in Internal Control over Financial Reporting

There was no change in our internal control over financial reporting during the fiscal quarter ended June 30, 2024, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Item 9B. Other Information

Resignation of Directors

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PART III

Item 10. Directors, Executive Officers and Corporate Governance.

The following table sets forth the names, ages and principal position of our executive officers and directors as of June 30, 2024:

Name	Age	Position
Mark Lucky	65	Chairman of the Board, Chief Executive Office, Chief Financial Officer
Thomas Grbelja (1)(2)	65	Director
Paul Favata (1)(2)	59	Director

(1) Member of the Compensation Committee

(2) Member of the Audit Committee

(3) Resigned on July 25, 2024

Mr. Mark Lucky has served as the Company’s Chief Executive Officer, Treasurer, Secretary, and Chairman of the Company’s Board of Directors since February 2019. Mr. Lucky has been a certified public accountant and has more than 15 years of experience serving as a public company chief financial officer. His professional experience includes working with start-ups, development-stage and mature companies in a wide variety of industries. From May 2014 until February 2019 Mr. Lucky has worked as a consultant to various public and private companies, including Visium Technologies, Inc., Intelligent Living America, Inc. (OTCBB: ILIV), and Ronn Motor Group, Inc. Prior to that, Mr. Lucky served as the CFO for IceWeb Inc. (OTCBB: IWEB) from March 2007 to May 2014. From 2004 to 2005 he served as Vice President of Finance and Administration at Galt Associates, Inc., a Sterling, Virginia informatics/ technology and medical research services company and from 2001 to 2004 he was Vice President of Finance and Administration of MindShare Design, Inc., a San Francisco, California based internet technology company. During his career Mr. Lucky has also been employed by Axys Pharmaceuticals, Inc (NASDAQ: AXPH) a San Francisco, California-based early-stage drug discovery biotech company, PriceWaterhouseCoopers, LLC, COMPASS Management and Leasing, Inc., Mindscape, Inc., The Walt Disney Company and KPMG. Mr. Lucky formerly served as a member of the board of directors of Intelligent Living America, Inc., VOIS Inc. and HASCO Medical, Inc. Mr. Lucky received a B.A. degree in Economics from the University of California, Los Angeles.

We believe that Mr. Lucky’s extensive senior management and operational experience brings valuable knowledge to our board of directors and that these experiences, qualifications, and attributes have led to our conclusion that Mr. Lucky should be serving as a member of our board of directors.

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Mr. Thomas Grbelja previously served as a director of Realbiz Media Group, Inc. (OTCBB: RBIZ), and served as their Chief Financial Officer from June 19, 2015 to January 2, 2017. Mr. Grbelja has spent over 30 years as a Certified Public Accountant providing a wide variety of professional accounting, tax and financial consulting services to professional service, manufacturing, and construction industry participants. Since 1990 he has served as the President and a Founding Member of Burke Grbelja & Symeonides, LLC, Certified Public Accountants, an accounting firm based in Rochelle Park, New Jersey. In addition, between 1983 and 1990, Mr. Grbelja worked as an accountant at Coopers & Lybrand, where he was responsible for the overall audit engagement, including filings with the SEC, for certain large, publicly traded companies. He received his undergraduate degree in accounting at Fairleigh Dickinson University and is a Certified Public Accountant.

Based on his business experience the Company believes that Mr. Grbelja is well-qualified to serve on the Company’s Board of Directors.

Mr. Paul Favata is a 29-year Wall Street veteran who began his career on the American Stock Exchange (AMEX), working for two smaller member firms, before moving to the New York Stock Exchange (NYSE). After five years with one of the largest specialist firms on the floor, Mr. Favata left the exchange in 1992 to work on the sell-side. Mr. Favata spent the bulk of the 1990’s with a small boutique firm working in both the retail and institutional sales areas. Mr. Favata held the position of Senior Vice President of Finance at a small, privately held consulting firm that advised clients on acquisitions and long-term financing strategies. Since 2008, Mr. Favata has held various C-level executive positions including as Chief Financial Officer of a $60 million annual revenue telecom provider having management oversight and responsibility for all financial functions while overseeing all revenues, costs, capital expenditures, investments, and debt. Most recently, President of a publicly traded company specializing in the acquisition and integration of IT and Cloud Technology service providers and Internet and web technologies. Mr. Favata resides, with his family, in Saint Petersburg, Florida.

We believe that Mr. Favata’s extensive senior management and operational experience brings valuable knowledge to our board of directors and that these experiences, qualifications, and attributes have led to our conclusion that Mr. Favata should be serving as a member of our board of directors.

Resignation of Directors

On July 25, 2024, the Wayne Monk, Dr. Emmanuel Esaka, and Solomon Adote provided notice of their resignations as a members of the Board of the Company, effective immediately. Mr. Monk’s. Dr. Esaka’s, and Mr. Adote’s respective decisions to resign from the Board were not the result of any disagreement with the Company, the Board, management, or any matter relating to the Company’s operations, policies or practices.

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Committees of the Board of Directors

Our Board of Directors has established an Audit Committee, and a Compensation Committee, and meet as a whole to fulfill the functions of the Nominating Committee.

Audit Committee. Mr. Favata and Mr. Grbelja are members of the Audit Committee. The Audit Committee of our Board of Directors was formed to assist the Board of Directors in fulfilling its oversight responsibilities for the integrity of our consolidated financial statements, compliance with legal and regulatory requirements, the independent registered public accounting firm’s qualifications and independence, and the performance of our internal audit function and independent auditors. The Audit Committee will also prepare the report that SEC rules require be included in our annual proxy statement. The Audit Committee has adopted a charter which sets forth the parameters of its authority The Audit Committee Charter provides that the Audit Committee is empowered to:

	●	Appoint, compensate, and oversee the work of the independent registered public accounting firm employed by our company to conduct the annual audit. This firm will report directly to the audit committee;

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

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

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

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

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

	●	The committee may delegate authority to subcommittees, including the authority to pre-approve all auditing and permitted non-audit services, provided that such decisions are presented to the full committee at its next scheduled meeting.

Each Audit Committee member is required to:

	●	satisfy the independence requirements of Section 10A(m)(3) of the Securities Exchange Act of 1934, and all rules and regulations promulgated by the SEC as well as the rules imposed by the stock exchange or other marketplace on which our securities may be listed from time to time, and

	●	meet the definitions of “non-employee director” for purposes of SEC Rule 16b-3 and “outside director” for purposes of Section 162(m) of the Internal Revenue Code.

Each committee member is required to be financially literate and at least one member is to be designated as the “financial expert,” as defined by applicable legislation and regulation. No committee member is permitted to simultaneously serve on the audit committees of more than two other public companies. As we expand our Board of Directors with additional independent directors the number of directors serving on the Audit Committee will also increase.

A copy of the Audit Committee Charter is available on our website at www.visiumtechnologies.com under “Investor Relations”.

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Compensation Committee. Mr. Favata and Mr. Grbelja are members of the Compensation Committee. The Compensation Committee was appointed by the Board to discharge the Board’s responsibilities relating to:

	●	compensation of our executives,

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

	●	arrangements with executive officers relating to their employment relationships with our company, including employment agreements, severance agreements, supplemental pension, or savings arrangements, change in control agreements and restrictive covenants.

The Compensation Committee has adopted a charter. The Compensation Committee charter provides that the Compensation Committee has overall responsibility for approving and evaluating executive officer compensation plans, policies, and programs of our company, as well as all equity-based compensation plans and policies. In addition, the Compensation Committee oversees, reviews, and approves all of our ERISA and other employee benefit plans which we may establish from time to time. The Compensation Committee is also responsible for producing an annual report on executive compensation for inclusion in our proxy statement and assisting in the preparation of certain information to be included in other periodic reports filed with the SEC.

Each Compensation Committee member is required to:

	●	satisfy the independence requirements of Section 10A(m)(3) of the Securities Exchange Act of 1934, and all rules and regulations promulgated by the SEC as well as the rules imposed by the stock exchange or other marketplace on which our securities may be listed from time to time, and

	●	meet the definitions of “non-employee director” for purposes of SEC Rule 16b-3 and “outside director” for purposes of Section 162(m) of the Internal Revenue Code.

Pursuant to our Compensation Committee Charter, the Compensation Committee is charged with evaluating and recommending for approval by the Board of Directors the compensation of our executive officers. In addition, the Compensation Committee also evaluates and makes recommendations to the entire Board of Directors regarding grants of options which may be made as director compensation. The Compensation Committee does not delegate these authorities to any other persons, nor does it use the services of any compensation consultants.

Compliance with Section 16(a) of the Exchange Act

Section 16(a) of the Securities Exchange Act of 1934 requires our officers and directors, and persons who own more than ten percent of a registered class of our equity securities, to file reports of ownership and changes in ownership with the Securities and Exchange Commission. Such persons are required by SEC regulations to furnish us with copies of all Section 16(a) reports they file.

To our knowledge, based solely on our review of the copies of such reports furnished to us and written representations that no other reports were required to be filed during fiscal 2023, we believe that for fiscal 2024, all required reports were filed on a timely basis under Section 16(a), except for Dr Esaka, who had not yet filed his initial Form 3 or subsequent Form 4 and Form 5.

Family Relationships

There are no family relationships among any of our officers or directors.

Code of Ethics

We have adopted a Code of Ethics and Business Conduct to provide guiding principles to our principal executive officer, principal financial officer, and principal accounting officer or controller of our company in the performance of their duties. Our Code of Ethics and Business Conduct also strongly recommends that all directors and employees of our company comply with the code in the performance of their duties. Our Code of Ethics and Business Conduct provides that the basic principle that governs all of our officers, directors and employees is that our business should be carried on with loyalty to the interest of our stockholders, customers, suppliers, fellow employees, strategic partners and other business associates. We believe that the philosophy and operating style of our management are essential to the establishment of a proper corporate environment for the conduct of our business.

Generally, our Code of Ethics and Business Conduct provides guidelines regarding:

	·	conflicts of interest,

	·	financial reporting responsibilities,

	·	insider trading,

	·	inappropriate and irregular conduct,

	·	political contributions, and

	·	compliance with laws.

Item 11. Executive Compensation.

The following table sets forth, for the last two completed fiscal years, all compensation paid, distributed or accrued for services rendered to us by (i) all individuals serving as our principal executive officer or acting in a similar capacity during the last completed fiscal year, regardless of compensation level; (ii) our two most highly compensated executive officers other than the principal executive officer who were serving as executive officers at the end of the last completed fiscal year and whose total compensation exceeded $100,000; and (iii) up to two additional individuals for whom disclosure would have been provided pursuant to (ii) above but for the fact that the individual was not serving as our executive officer at the end of the last completed fiscal year:

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Summary Compensation Table

										Non-
										Equity		Non-Qualified
								Option		Incentive Plan		Deferred		All Other
Name and Principal Position	Year	Salary ($)(1)		Bonus ($)		Stock Awards		Awards ($)		Compensation ($)		Compensation Earnings		Compensation ($)		Total ($)
Mark Lucky (1)	2024	$	450,000	$	-	$	305,160	$	-	$	-	$	-	$	-	$	755,160
Chief Executive Officer and Chief Financial Officer	2023	$	435,252	$	-	$	206,281	$	-	$	-	$	-	$	-	$	641,533

(1)

Amounts includes accrued compensation for Mr. Lucky, of which $ 210,600 was paid in fiscal 2024 and $81,649 was paid in fiscal 2023.

Employment Agreements

Currently no employees are party to any employment agreement with the Company. We anticipate that as we complete certain acquisition transactions, the Company will enter into employment agreements with key executives.

Pension, Retirement or Similar Benefit Plans

There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. Our directors and executive officers may receive stock options at the discretion of our Board in the future.

Outstanding Equity Awards at Fiscal Year-End

There are no outstanding equity incentive plan awards for each named executive officer outstanding as of June 30, 2024.

Director Compensation

Our Board of Directors is comprised of Mr. Paul Favata, Mr. Tom Grbelja, Dr. Emmanuel Esaka, Mr. Solomon Adote, Mr. Wayne Monk, and Mr. Mark Lucky, who is also an executive officer of our company.

The following table sets forth the restricted stock grants issued to Messrs. Favata, Grbelja, Monk, Adote, and Dr. Esaka as compensation for their Board service:

	FY2024				FY2023
	Common Shares				Common Shares
Name	Granted/Vested		Expense		Granted/Vested		Expense
Tom Grbelja		29,400,000	$	305,160		1,800,000	$	206,281
Paul Favata		2,160,000		36,304		305,000		71,702
Emmanuel Esaka		-		-		45,000		13,950
Wayne Monk		-		-		49,446		36,756
Solomon Adote		-		-		46,482		29,756
		31,560,000	$	341,464		2,245,928	$	358,445

	FY2024				FY2023
	Common Shares				Common Shares
Name	Granted/Vested		Expense		Granted/Vested		Expense
Tom Grbelja		29,400,000	$	305,160		1,800,000	$	206,281
Paul Favata		2,160,000		36,304		305,000		71,702
Emmanuel Esaka (1)		-		-		45,000		13,950
Wayne Monk (2)		-		-		49,446		36,756
Solomon Adote (3)		-		-		46,482		29,756
		31,560,000	$	341,464		2,245,928	$	358,445

	(1)	Dr. Esaka resigned from the Board of Directors effective July 25, 2024.
	(2)	Mr. Monk resigned from the Board of Directors effective July 25, 2024.
	(3)	Mr. Adote resigned from the Board of Directors effective July 25, 2024.

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Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholders Matters.

At September 30, 2024, we had 239,494,599 shares of our Common Stock outstanding. The following table sets forth information regarding the beneficial ownership of our Common Stock as of September 30, 2024:

	●	each person known by us to be the beneficial owner of more than 5% of our Common Stock;
	●	our director;
	●	each of our executive officers named in the compensation tables in Item 11; and
	●	all of our executive officers and director as a group.

Amount and Nature of Beneficial Ownership
	COMMON STOCK					Series AA Preferred Stock Ownership
	AMOUNT OF					AMOUNT OF					% OF VOTING
	BENEFICIAL		% OF			BENEFICIAL		% OF			CONTROL
NAME	OWNERSHIP		CLASS			OWNERSHIP		CLASS				(1)
Mark Lucky		37,814,505		15.80	%		1		100	%		58.74	%
Tom Grbelja		36,658,062		15.31	%							7.50	%
Paul Favata		4,988,214		2.08	%							1.02	%
Officers and directors as a group		79,460,781		33.19	%		1		100	%		67.26	%

Total		79,460,781		33.19	%		1		100	%		67.26	%

(1)

Percent of Voting Control is based upon the number of outstanding shares of our common stock and our Series AA Preferred Stock as of September 30, 2024. On that date, we had 239,494,599 outstanding shares of common stock with one vote per share, and 1 share of Series AA Preferred Stock outstanding with voting rights equal to 51% of the outstanding common shares.

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The following table sets forth securities authorized for issuance under any equity compensation plans approved by our stockholders as well as any equity compensation plans not approved by our stockholder as of June 30, 2024.

Plan category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)		Weighted-average exercise price of outstanding options, warrants and rights (b)		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Equity compensation plans approved by security holders
2021 Employee Stock Compensation Plan		2,222	$	27.00		97,778
Equity compensation plans not approved by security holders		-		-		-
Total		2,222	$	27.00		97,778

Item 13. Certain Relationship and Related Party Transactions, and Director Independence.

Other than compensation arrangements, we describe below, transactions during our last fiscal year, to which we were a party, in which:

	●	The amounts involved exceeded or will exceed the lesser of $120,000 or 1% of the average of our total assets at year-end for the last two completed fiscal years; and

	●	Any of our directors, executive officers, or holders of more than 5% of our common stock, or any member of the immediate family of the foregoing persons, had or will have a direct or indirect material interest.

Common Stock

Issuances of Common Stock During Fiscal 2024

During fiscal 2024 we issued shares of our common stock as follows:

Convertible Notes Payable

Stock Based Compensation

During the year ended June 30, 2024, the Company issued 60,960,000 shares of its $0.0001 par value common stock as compensation to its directors and officers. The shares were valued at $646,624, or $0.01 per share, based on the share price at the time of the transactions.

During the year ended June 30, 2024, the Company issued and vested 24,742,499 shares of its $0.0001 par value common stock to consultants, as compensation under three separate consulting agreements. The shares were valued at $463,118, or $0.019 per share, based on the share price at the time of the transactions.

During the year ended June 30, 2024, the Company issued and vested 12,820,000 shares of its $0.0001 par value common stock to its employees, as compensation. The shares were valued at $120,908, or $0.009 per share, based on the share price at the time of the transactions.

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Issuances of Common Stock During Fiscal 2023

During fiscal 2023 we issued shares of our common stock as follows:

Convertible Notes Payable

During the year ended June 30, 2023 the Company issued 19,235,473 shares of its common stock related to the conversion of $718,325 of principal and accrued interest of its convertible notes payable, at an average contract conversion price of $0.04 per share. The fair value of the shares issued was $753,394.

Sale of Restricted Common Stock

During the year ended June 30, 2023, the Company sold 2,012,500 shares of its $0.0001 par value common stock valued at $40,250, or $0.02 per share.

Commitment Shares

During the year ended June 30, 2023, we issued 66,668 shares of its common stock as commitment shares related to a financing transaction that raised an aggregate $150,000. The fair value of the commitment shares totaled $14,000 and was accounted for as discount on the related notes payable, which is being amortized over the term of the note.

Stock Based Compensation

During the year ended June 30, 2023, the Company issued 4,045,928 shares of its $0.0001 par value common stock as compensation to its directors and officers. The shares were valued at $564,125, or $0.14 per share, based on the share price at the time of the transactions.

During the year ended June 30, 2023, the Company issued and vested 664,002 shares of its $0.0001 par value common stock to three consultants, as compensation under three separate consulting agreements. The shares were valued at $74,196, or $0.11 per share, based on the share price at the time of the transactions.

During the year ended June 30, 2023, the Company issued and vested 855,002 shares of its $0.0001 par value common stock to its employees, as compensation. The shares were valued at $218,155, or $0.26 per share, based on the share price at the time of the transactions.

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Director Independence

Although our common stock is not listed on any national securities exchange, for purposes of independence we use the definition of independence applied by The Nasdaq Stock Market. The Board has determined that each of Paul Favata, Tom Grbelja, and Dr. Emmanuel Esaka are “independent” in accordance with such definition.

Item 14. Principal Accountant Fees and Services

During the two most recent fiscal years and through the Engagement Date, neither the Company, nor any one on its behalf, consulted with Assurance Dimensions, Inc. in regard to the application of accounting principles to any specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, or any other matters or reportable events as defined in Item 304(a)(2)(i) and (ii) of Regulation S-K.

The following table summarizes the fees of Assurance Dimensions, Inc., our independent registered public accounting firm billed for each of the last two fiscal years for audit services and other services:

Fee Category	2024		2023
Audit Related Fees Paid to Assurance Dimensions, Inc. (1)	$	39,900	$	37,400
Tax Fees (2)		-		-
All Other Fees		-		-

Total Fees	$	39,900	$	37,400

(1) Consists of fees for professional services rendered in connection with the financial statements included in our Annual Report on Form 10-K and quarterly reports on Form 10-Q.

(2) Consists of fees relating to any tax compliance and tax planning.

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PART IV

Item 15. Exhibits and Financial Statement Schedules

a. Index to Financial Statements and Financial Statement Schedules

		Page
Report of Independent Registered Public Accounting Firm		F-2
Consolidated Balance Sheets as of June 30, 2024 and 2023		F-3
Consolidated Statements of Operations for each of the two years in the period ended June 30, 2024		F-4
Consolidated Statements of Changes in Stockholders’ Deficit for each of the two years in the period ended June 30, 2024		F-5
Consolidated Statements of Cash Flows for each of the two years in the period ended June 30, 2024		F-6
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS		F-7

All other schedules for which provision is made in the applicable accounting regulations of the SEC are not required under the related instructions, or are inapplicable, and therefore have been omitted.

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b. Exhibits

Exhibit No.		Description of Exhibit

2.1		Merger Agreement Between Jaguar Investments, Inc., Freight Rate, Inc., and Jag2 Corporation (1)

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

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

2.4		Amendment to Membership Interest Purchase Agreement (37)

3.1		Articles of Incorporation (2)

3.2		Certificate of Amendment to Articles of Incorporation (3)

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

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

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

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

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

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

3.9		Certificate of Voting Powers, Designations, Preferences and Rights to Preferred Stock of Series X Convertible Preferred Stock (5)

3.10		Bylaws (2)

3.11		Amended Bylaws dated March 31, 2003 (5)

3.12		Certificate to Set Forth Designations, Preferences and Rights to Series D Convertible Preferred Stock (23)

3.13		Certificate to Set Forth Designations, Preferences and Rights to Series E Convertible Preferred Stock (29)

3.14		Certificate to Set Forth Designations, Preferences and Rights to Series F Convertible Preferred Stock (29)

3.15		Certificate to Set Forth Designations, Preferences and Rights to Series G Convertible Preferred Stock (29)

3.16		Certificate to Set Forth Designations, Preferences and Rights to Series H Convertible Preferred Stock (29)

3.17		Certificate to Set Forth Designations, Preferences and Rights to Series I Convertible Preferred Stock (29)

3.18		Certificate to Set Forth Designations, Preferences and Rights to Series J Convertible Preferred Stock (35)

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

4.1		Form of Unsecured Promissory Note to Talos Victory Fund, LLC and Mast Hill Fund, L.P. for $270,000 Principal Amount (40)

4.1		Form of Unsecured Promissory Note to Investor for $270,000 Principal Amount (41)

4.2		Form of 14.25% secured convertible debenture (35)

4.3		$100,000 principal amount promissory note pursuant to settlement agreement with Stokes Logistics Consulting, LLC (35)

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4.4		$100,000 principal amount 8% secured convertible promissory note (35)

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

4.6		$14,000 principal 12.5% promissory note for services (35)

4.7		Form of unsecured promissory note (35)

4.8		Form of non-plan option agreement (10)

4.9		Form of common stock purchase warrant (10)

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

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

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

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

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

4.15		Form of 10% convertible debenture (35)

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

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

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

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

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

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

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

4.23		$10,000 principal amount 12% convertible promissory note (35)

4.24		$5,000 principal amount 12% convertible promissory note (35)

4.25		$25,000 principal amount 12% convertible promissory note (35)

4.26		$25,000 principal amount 12% convertible promissory note (35)

4.27		$20,000 principal amount 12% convertible promissory note (35)

4.28		$20,000 principal amount 12% convertible promissory note (35)

4.29		$5,000 principal amount 12% convertible promissory note (35)

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

4.31		$25,000 principal amount 12% convertible promissory note (35)

4.32		$25,000 principal amount 18% convertible promissory note (35)

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

4.34		$10,000 principal amount 12% convertible promissory note (35)

4.35		$20,000 principal amount 12% convertible promissory note (35)

4.36		$18,000 principal 12.5% promissory note for services (35)

4.37		$30,000 principal amount 12% convertible promissory note (35)

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4.38		$15,000 principal amount 12% convertible promissory note (35)

4.39		$10,000 principal amount 12% convertible promissory note (35)

4.40		$25,000 principal amount 18% convertible promissory note (35)

4.41		$25,000 principal amount 18% convertible promissory note (35)

4.42		$15,000 principal amount 12% convertible promissory note (35)

4.43		$25,000 principal amount 12% convertible promissory note (35)

4.44		$10,000 principal amount 12% convertible promissory note (35)

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

4.46		$10,000 principal amount 12% convertible promissory note (35)

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

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

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

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

4.51		Form of Unsecured Promissory Note (40)

4.52		Form of Unsecured Promissory Note (41)

4.53		Form of Unsecured Promissory Note (42)

4.54		Form of Warrant (42)

10.1		Securities Purchase Agreement (6)

10.2		Investor Registration Rights Agreement (6)

10.3		2001 Employee Stock Compensation Plan (3)

10.4		Employment Agreement with Richard Hersh (8)

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

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

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

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

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

10.10		Asset Purchase Agreement with GFC, Inc. (16)

10.11		Form of Unsecured Promissory Note (13)

10.12		Separation and Severance Agreement with Richard Hersh (23)

10.13		Consulting Agreement with Richard Hersh (23)

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

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

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

10.17		Rentar Logic, Inc. Shareholders Agreement (33)

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

10.19		Visium/Rentar Agreement April 2010 (35)

10.20		Employment Agreement with Kevin Yates (35)

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10.21		Consulting Agreement with Will Williams (35)

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

10.23		Consulting Agreement with C3i Sports, LLC (35)

10.24		Exclusive License Agreement between George Mason Research Foundation, Inc. and Visium Technologies, Inc.(36)

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

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

10.27		Amendment to License Agreement between MITRE Corporation and Visium Analytics, LLC (39)

10.28		Form of Securities Purchase Agreement (40)

10.29		Form of Registration Rights Agreement (40)

10.30		Form of Securities Purchase Agreement (41)

10.31		Form of Registration Rights Agreement (41)

10.32		Form of Securities Purchase Agreement (42)

10.33		Form of Amendment #1 (42)

14.1		Code of Ethics (11)

21.1		Subsidiaries of Registrant (20)*

31.1		Section 302 Certificate of Chief Executive Officer.*

31.2		Section 302 Certificate of Principal Financial Officer.*

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

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

101.		The following materials from the Company’s Annual Report on Form 10-K for the year ended June 30, 2013, formatted in XBRL (eXtensible Business Reporting Language): (i) the Balance Sheets, (ii) the Statements of Operations, (iii) the Statements of Cash Flows, and (iv) related notes to these financial statements.**

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*	Filed herewith.

**	Furnished herewith.

(1)	Incorporated by reference to Current Report on Form 8-K filed on March 26, 2003.

(2)	Incorporated by reference to registration statement on Form 10-SB, as amended.

(3)	Incorporated by reference to definitive Schedule 14C Information Statement filed on February 2, 2001.

(4)	Incorporated by reference to definitive Schedule 14C Information Statement filed on April 22, 2003.

(5)	Incorporated by reference to Annual Report on Form 10-K for the fiscal year ended December 31, 2002.

(6)	Incorporated by reference to Current Report on Form 8-K filed on July 8, 2004.

(7)	Incorporated by reference to Current Report on Form 8-K filed on January 3, 2002.

(8)	Incorporated by reference to Quarterly Report on Form 10-QSB for the period ended March 31, 2003.

(9)	Incorporated by reference to Preliminary Information Statement on Schedule 14C filed on July 8, 2004.

(10)	Incorporated by reference to registration statement on Form SB-2, SEC File No. 333-118792, filed on September 3, 2004.

(11)	Incorporated by reference to Amendment No. 1 to registration statement the Form SB-2, SEC File No. 333-118792, filed on October 20, 2004.

(12)	Incorporated by reference to Amendment No. 3 to the registration statement on Form SB-2, SEC File No. 333-118792, filed on December 15, 2004.

(13)	Incorporated by reference to Quarterly Report on Form 10-QSB for the period ended December 31, 2004 filed on February 14, 2005.

(14)	Incorporated by reference to Current Report on Form 8-K/A filed on February 25, 2005.

(15)	Incorporated by reference to Current Report on Form 8-K filed on March 25, 2005.

(16)	Incorporated by reference to Current Report on Form 8-K filed on March 28, 2005.

(17)	Incorporated by reference to Quarterly Report on Form 10-QSB for the period ended March 31, 2005.

(18)	Incorporated by reference to Current Report on Form 8-K filed on June 3, 2005.

(19)	Incorporated by reference to Current Report on Form 8-K filed on July 28, 2005.

(20)	Reserved

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(21)	Incorporated by reference to Current Report on Form 8-K filed on February 17, 2006.

(22)	Incorporated by reference to Amendment No. 1 to registration statement the Form SB-2, SEC File No. 333-131832 filed on May 5, 2006.

(23)	Incorporated by reference to Annual Report on Form 10-K for the fiscal year ended June 30, 2006 filed on October 13, 2006.

(24)	Incorporated by reference to Current Report on Form 8-K filed on October 17, 2006.

(25)	Incorporated by reference to Current Report on Form 8-K filed on October 24, 2006.

(26)	Incorporated by reference to Current Report on Form 8-K filed on January 26, 2007.

(27)	Incorporated by reference to Current Report on Form 8-K filed on April 30, 2007.

(28)	Incorporated by reference to Current Report on Form 8-K filed on July 25, 2007.

(29)	Incorporated by reference to Annual Report on Form 10-KSB filed on October 15, 2007.

(30)	Incorporated by reference to Current Report on Form 8-K filed on November 15, 2007.

(31)	Incorporated by reference to Current Report on Form 8-K filed on December 31, 2007.

(32)	Incorporated by reference to Current Report on Form 8-K filed on March 25, 2008.

(33)	Incorporated by reference to Current Report on Form 8-K filed on June 13, 2008.

(34)	Incorporated by reference to Current Report on Form 8-K filed on October 16, 2008.

(35)	Incorporated by reference to Registration Statement on Form 10-12G/A filed on June 14, 2013.

(36)	Incorporated by reference to Current Report on Form 8-K filed on July 27, 2019.

(37)	Incorporated by reference to Current Report on Form 8-K filed on January 10, 2019.

(38)	Incorporated by reference to Current Report on Form 8-K filed on January 16, 2019.

(39)	Incorporated by reference to Current Report on Form 8-K filed on May 13, 2020

(40)	Incorporated by reference to Current Report on Form 8-K filed on February 11, 2024

(41)	Incorporated by reference to Current Report on Form 8-K filed on March 4, 2024

(42)	Incorporated by reference to Current Report on Form 8-K filed on September 22, 2024

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

VISIUM TECHNOLOGIES, INC.

By:	/s/ Mark Lucky
	Mark Lucky
	Chief Executive Officer

Date: September 30, 2024

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

SIGNATURE		TITLE	DATE

By:	/s/ Mark Lucky	Chief Executive Officer and Chief Financial Officer	September 30, 2024
		(principal accounting officer)

Signature	Capacity	Date

/s/ Mark Lucky	Chairman, Chief Executive Officer and Chief Financial Officer	September 30, 2024
Mark Lucky	(Principal Executive Officer) (Principal Accounting Officer)

/s/ Thomas Grbelja	Director	September 30, 2024
Thomas Grbelja

/s/ Paul Favata	Director	September 30, 2024
Paul Favata

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Report of Independent Registered Public Accounting Firm 5036	F-2

Financial Statements:

Consolidated Balance Sheets	F-3

Consolidated Statements of Operations	F-4

Consolidated Statements of Changes in Stockholders’ Deficit	F-5

Consolidated Statements of Cash Flows	F-6

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS	F-7

F-1

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and

Stockholders of Visium Technologies, Inc.

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Visium Technologies, Inc (the Company) as of June 30, 2024 and 2023, and the related consolidated statements of operations, changes stockholders’ deficit and cash flows for each of the years in the two year period ended June 30, 2024, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2024 and 2023, and the consolidated results of its operations and its cash flows for each of the years in the two year period ended June 30, 2024, in conformity with accounting principles generally accepted in the United States of America.

Explanatory Paragraph – Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company has suffered recurring losses as of June 30, 2024. For the year ended June 30, 2024, the Company had a net loss of $2,878,090, and net cash used in operating activities of $488,319, and had negative working capital of $5,148,969. These factors raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

Critical audit matters are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there were no critical audit matters.

We have served as the Company’s auditor since 2017.

Assurance Dimensions

Coral Springs, Florida

September 30, 2024

F-2

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VISIUM TECHNOLOGIES, INC.

CONSOLIDATED BALANCE SHEETS

	June 30,
	2024			2023
ASSETS
Current assets:
Cash	$	8,456		$	9,982

Total current assets		8,456			9,982

Total assets	$	8,456		$	9,982

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current liabilities:
Accounts payable and accrued expenses	$	1,094,516		$	845,502
Accrued compensation		1,986,279			1,371,879
Accrued interest		540,116			548,041
Due to officer		182,633			99,578
Convertible notes payable, net of discount of $7,022 and $0, respectively		534,361			937,576
Derivative liabilities		41,566			80,707
Notes payable, net of discount of $27,126 and $26,805, respectively		777,954			380,013
Total current liabilities		5,157,425			4,263,296

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 June 30, 2024 and 2023, 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 June 30, 2024 and 2023, respectively)		1,328			1,328
Series C Convertible Stock ($0.001 par value 30,000 shares authorized, 0 shares issued and outstanding as of June 30, 2024 and 2023, respectively)		-			-
Series AA Convertible Stock ($0.001 par value; 1 share authorized, 1 share issued and outstanding as of June 30, 2024 and 2023)		-			-
Common stock, $0.0001 par value, 1,000,000,000 shares authorized: 213,953,591 shares issued and outstanding at June 30, 2024, and 37,199,647 shares issued and 29,844,713 outstanding at June 30, 2023, respectively (See Note 6)		21,397			2,987
Additional paid in capital		57,561,804			55,597,779
Accumulated deficit		(62,747,490	)		(59,869,400	)
Total stockholders’ deficit		(5,148,969	)		(4,253,314	)

Total liabilities and stockholders’ deficit	$	8,456		$	9,982

See accompanying notes to consolidated financial statements.

F-3

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VISIUM TECHNOLOGIES, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

	FOR THE YEAR ENDED
	June 30, 2024			June 30, 2023

Revenues	$	-		$	-

Operating expenses:
Selling, general and administrative		2,501,775			2,198,639
Development expense		86,702			214,965
Total operating expenses		2,588,477			2,413,604

Loss from operations		(2,588,477	)		(2,413,604	)

Other income (expense)
Gain on change in fair value of derivative liabilities		39,141			17,363
Derivative liability expense		-			(62,773	)
Interest expense		(307,613	)		(334,847	)
Loss on extinguishment of debt		(21,141	)		(516,987	)
Total other income (expense)		(289,613	)		(897,244	)

Net loss	$	(2,878,090	)	$	(3,310,848	)

Common stock deemed dividends		-			(145,704	)

Net income attributable to common stockholders – basic and diluted	$	(2,878,090	)	$	(3,456,552	)

Weighted average common shares
Basic and diluted		102,376,772			6,306,120

Net loss Per Common Share –Basic and Diluted:	$	(0.03	)	$	(0.55	)

See accompanying notes to consolidated financial statements.

F-4

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VISIUM TECHNOLOGIES, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

FOR THE YEARS ENDED JUNE 30, 2024 AND 2023

	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 $0.0001 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, 2022		13,992,340	$	13,992		1,327,670	$	1,328		0	$	-		1	$	0		2,896,385	$	288	$	53,749,386		$	(56,558,552	)	$	(2,793,558	)

Shares issued as compensation to directors and officers																		4,045,928		404		563,721						564,125
Shares issued as compensation to employees																		855,002		86		218,069						218,155
Shares issued for consulting services																		664,002		70		74,126						74,196
Shares issued for conversion of notes payable																		19,235,473		1,924		751,470						753,394
Shares issued pursuant to sale of common stock																		2,012,500		201		40,049						40,250
Commitment shares issued pursuant to convertible notes payable																		66,668		7		13,993						14,000
Shares issued upon exercise of stock warrants																		68,755		7		(7	)					-
Warrants issued on extinguishment of debt																						186,972						186,972
Net loss for the year ended June 30, 2023																									(3,310,848	)		(3,310,848	)
Balance at June 30, 2023		13,992,340	$	13,992		1,327,670	$	1,328		0	$	-		1	$	0		29,844,713	$	2,987	$	55,597,779		$	(59,869,400	)	$	(4,253,314	)

Shares issued as compensation to directors and officers																		60,960,000		6,096		640,528						646,624
Shares issued as compensation to employees																		12,820,000		1,282		119,626						120,908
Shares issued for consulting services																		24,742,499		2,474		460,644						463,118
Shares issued for conversion of notes payable																		85,586,379		8,558		743,227						751,784
Net loss for the year ended June 30, 2024																									(2,878,090	)		(2,878,090	)
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	)

See accompanying notes to consolidated financial statements.

F-5

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VISIUM TECHNOLOGIES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

	FOR THE YEAR ENDED
	June 30, 2024			June 30, 2023

Cash flows from operating activities:
Net loss	$	(2,878,090	)	$	(3,310,848	)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of debt discounts		43,137			102,737
Stock based payments for consultants, directors, and officers		1,230,650			856,476
Loss on debt settlement		21,141			516,987
Gain on change in fair value of derivative liabilities		(39,141	)		(17,363	)
Derivative liability expense		-			62,773
Changes in operating assets and liabilities:
Accounts payable and accrued expenses		527,509			233,059
Accrued compensation		614,400			757,290
Accrued interest		(7,925	)		275,003
Net cash used in operating activities		(488,319	)		(523,886	)

Cash flows from financing activities:
Advance from officers		83,055			99,578
Proceeds from convertible notes payable		122,960			140,000
Proceeds from short term notes payable		465,000			190,000
Proceeds from sale of common stock		-			40,250
Repayment of short term notes payable		(107,972	)		(9,250	)
Repayment of convertible notes payable		(76,250	)		(63,700	)
Net cash provided by financing activities		486,793			396,878

Net decrease in cash		(1,526	)		(127,008	)

Cash at beginning of year		9,982			136,990

Cash at end of year	$	8,456		$	9,982

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for:
Interest	$	13,402		$	65,766
Income taxes	$			$	-

Issuance of common stock for conversion of notes payable and accrued interest	$	723,784		$	753,394
Warrants issued on extinguishment of debt	$	-		$	186,972
Commitment shares issued pursuant to convertible notes payable	$	-		$	14,000

See accompanying notes to consolidated financial statements.

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Table of Contents

VISIUM TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2024 AND 2023

NOTE 1: ORGANIZATION, DESCRIPTION OF BUSINESS AND GOING CONCERN

Visium Technologies, Inc., or the Company, is a Florida corporation that was originally incorporated in Nevada in October 1987. It was formerly known as Jaguar Investments, Inc. between October 1987 and May 2003, Power2Ship, Inc. between May 2003 and November 2006, Fittipaldi Logistics, Inc. between November 2006 and December 2007, and as NuState Energy Holdings, Inc. between December 2007 and March 5, 2018 when it changed its name to Visium Technologies, Inc.

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

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

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

Going Concern

The accompanying consolidated financial statements have been prepared on a going concern basis. For the year ended June 30, 2024 we had a net loss of $2,878,090, had net cash used in operating activities of $488,319 and had negative working capital of $5,148,969. 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 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

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

Cash and Cash Equivalents

The Company considers all highly liquid, temporary, cash equivalents or investments with an original maturity of three months or less when purchased, to be cash equivalents. The Company had no cash equivalents during the years ended June 30, 2024 and 2023.

Concentration of Credit Risks

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

The Company’s cash account is held at a financial institution and is insured by the Federal Deposit Insurance Corporation, or FDIC, up to $250,000. As of June 30, 2024 and 2023, the Company did not exceed these FDIC limits.

Derivative Liabilities

The Company assessed the classification of its derivative financial instruments as of June 30, 2024 and 2023, which consist of convertible instruments and rights to shares of the Company’s common stock and determined that such derivatives meet the criteria for liability classification under ASC 815.

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

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Table of Contents

VISIUM TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2024 AND 2023

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued

The Company uses judgment in determining the fair value of derivative liabilities at the date of issuance and at every balance sheet thereafter and in determining which valuation method is most appropriate for the instrument, the expected volatility, the implied risk-free interest rate, as well as the expected dividend rate, if any. The Company recorded a derivative liability as of June 30, 2024 of $41,566.

Fair Value of Financial Instruments

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

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

Level 1:	Observable inputs such as quoted market prices in active markets for identical assets or liabilities.

Level 2:	Observable market-based inputs or unobservable inputs that are corroborated by market data.

Level 3:	Unobservable inputs for which there is little or no market data, which require the use of the reporting entity’s own assumptions.

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

Derivative liability at June 30, 2022	$	35,297
Derivative liability reduced as a result of debt settlement		62,773
Gain on change in fair value of derivative liability		(17,363	)
Derivative liability at June 30, 2023	$	80,707
Derivative liability expense		-
Gain on change in fair value of derivative liability		(39,141	)
Derivative liability at June 30, 2024	$	41,566

Additional Disclosures Regarding Fair Value Measurements

The carrying value of cash, accounts payable and accrued expenses, accrued compensation, notes payable, convertible promissory notes payable, approximate their fair value due to the short maturity of these items or the use of market interest rates. At June 30, 2024 and 2023, 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.

Convertible Instruments

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

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

The Company determines whether the instruments issued in the transactions are considered indexed to the Company’s own stock. During fiscal years 2014 through 2020 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.

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Table of Contents

VISIUM TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2024 AND 2023

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued

Revenue Recognition

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

Income Taxes

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

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

The Company has adopted ASC 740-10-25, “Definition of Settlement”, which provides guidance on how an entity should determine whether a tax position is effectively settled for the purpose of recognizing previously unrecognized tax benefits and provides that a tax position can be effectively settled upon the completion of an examination by a taxing authority without being legally extinguished. For tax positions considered effectively settled, an entity would recognize the full amount of tax benefit, even if the tax position is not considered more likely than not to be sustained based solely on the basis of its technical merits and the statute of limitations remains open. As of June 30, 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.

Share-Based Payments

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

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

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

Segment Reporting

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

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Table of Contents

VISIUM TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2024 AND 2023

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued

Recent Accounting Pronouncements

In August 2020, the FASB issued ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 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.

The ASU also simplifies the diluted net income per share calculation in certain areas. The new guidance is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, and early adoption is permitted. The Company is currently evaluating the impact of the adoption of the standard on the financial statements.

All other newly issued accounting pronouncements but not yet effective have been deemed immaterial or nonapplicable.

Basic and Diluted Earnings Per Share

Basic earnings per share are calculated by dividing income available to stockholders by the weighted-average number of shares of Common Stock outstanding during each period. Diluted earnings per share are computed using the weighted average number of shares of Common Stock and the dilutive Common Stock share equivalents outstanding during the period. Dilutive Common Stock share equivalents consist of shares issuable upon the exercise of in-the-money stock options and warrants (calculated using the modified-treasury stock method) and conversion of other securities such as convertible debt or convertible preferred stock. Potential common shares includable in the computation of fully diluted per-share results are not presented in the financial statements for the year ended June 30, 2024 and 2023 as their effect would be anti-dilutive. Potential common shares that would be as follows:

	For the Years ended June 30,
	2024		2023
Weighted average common shares outstanding		102,376,772		6,306,120
Effect of dilutive securities-when applicable:
Convertible promissory notes		39,637,009		38,998,249
Preferred stock converted to common 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		147,141,927		50,433,146

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Table of Contents

VISIUM TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2024 AND 2023

NOTE 3: DERIVATIVE LIABILITY

Derivative liability – warrants

The Company may issue warrants with price protection provisions that allow for the reduction in the exercise price of the warrants in the event the Company subsequently issues stock or securities convertible into stock at a price lower than the stated conversion for each warrant. There were no derivative liabilities on warrants as of June 30, 2024 and 2023.

Accounting for Derivative Warrant Liability

The Company’s derivative warrant instruments have been measured at fair value at June 30, 2024 and 2023, respectively, using the Cox, Ross & Rubinstein Binomial Tree valuation model. The Company recognizes the derivative liability related to those warrants that contain price protection features in its consolidated balance sheet as liabilities. The liability is revalued at each reporting period and changes in fair value are recognized currently in the consolidated statements of operations. The initial recognition and subsequent changes in fair value of the derivative warrant liability have no effect on the Company’s cash flows.

Derivative liability – convertible notes

The Company has certain convertible notes with variable price conversion terms. Upon the issuance of these convertible notes and as a consequence of their conversion features, the convertible notes give rise to embedded derivative liabilities. The Company’s derivative liabilities related to its convertible notes payable have been measured at fair value at June 30, 2024 and June 30, 2023 using the Cox, Ross & Rubinstein Binomial Tree valuation model.

The revaluation of the warrants and convertible debt liabilities at each reporting period, as well as the charges associated with issuing additional convertible notes, and warrants with price protection features, resulted in the recognition of a gain of $39,141 and $17,363 for the years ended June 30, 2024 and 2023, respectively in the Company’s consolidated statements of operations, under the caption “Gain in change of fair value of derivative liability”. The fair value of the warrants liability at June 30 2024 and June 30, 2023 was $0 and $0, respectively. The fair value of the derivative liability related to the convertible debt at June 30, 2024 and June 30, 2023 is $41,566 and $80,707, respectively, which is reported on the consolidated balance sheet under the caption “Derivative liability”.

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

	Year Ended June 30,
	2024			2023
Effective exercise price	$	0.0021		$	0.046
Effective market price	$	0.0042		$	0.013
Expected volatility		183	%	340%to372		%
Risk-free interest		5.47	%	3.54%-3.65		%
Expected terms	60 days			60 days
Expected dividend rate		0	%		0	%

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Table of Contents

VISIUM TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2024 AND 2023

NOTE 4: CONVERTIBLE NOTES PAYABLE AND NOTE PAYABLE

Convertible Notes Payable

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

	June 30,
	2024			2023
Convertible notes payable	$	541,833		$	937,576
Discount on convertible notes		(7,022	)		-
Total	$	534,361		$	937,576

The Company had convertible promissory notes aggregating $534,361 and $937,576 at June 30, 2024 and June 30, 2023, respectively. The related accrued interest amounted to approximately $251,455 and $324,031 at June 30, 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 $30,375,000 per share, as a result of the two reverse stock splits. At June 30, 2024, approximately $481,383 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.

In September 2022, the Company entered into Amendment #1 with each of the three Investors (the “Amendments”), pursuant to which the following amendments were made to the respective Purchase Agreements, Notes and other transaction documents: (i) the Investors waived the Company’s obligations to make interim payments; (ii) the time period for the Company to file a registration statement for the resale of the shares underlying the Notes was extended until October 31, 2022. Pursuant to the Amendments, the Company issued to each of the Investors a warrant to purchase 138,667 shares in the aggregate of the Company’s common stock (the “Warrants”). The Warrants are exercisable for a period of five years and exercise may be cashless under certain circumstances. The Warrants were exercisable at a price of $1.35 See Note 6.

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

For the year ended June 30, 2024, the following summarizes the conversion of debt for common shares:

			Amount of		Amount of						Conversion
	Shares		Converted		Converted		Conversion				Price
Name	Issued		Principal		Interest		Expense		Total		Per Share
Talos Victory Fund		778,500	$	7,474	$	3,826	$	1,750	$	13,050		0.0168
1800 Diagonal		12,616,941		54,900		1,995		0		56,895		0.0045
Morris Johnson		500,000		10,000		403		0		10,403		0.0208
FirstFire		19,000,000		156,000		0		0		156,000		0.0082
Mast Hill		52,690,938		248,469		240,717		26,250		515,436		0.0098
Total		85,586,379	$	476,843	$	246,941	$	28,000	$	751,784	$	0.0088

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Table of Contents

Transactions

Convertible Notes Payable

In August 2023, the Company entered into a Securities Purchase Agreements with an investor pursuant to which the Company issued a promissory note with a face value of $39,900 in favor of the investor for a purchase price of $38,000. The Note bears an original issue discount of $1,900, and bears interest of 10% per year. The Company reimbursed the Investor for expenses for legal fees and due diligence of $5,000, resulting in net loan proceeds to us of $33,000. The Note matures 12 months after the date of issuance. The Note is convertible into shares of the Company’s common stock at any time during the period the Note is outstanding, at a fixed conversion price of $1.50 within 180 days following the issue date and at a variable conversion price of 65% multiplied by certain lowest trading price of the Company’s common stock thereafter. If the Note is paid off in full within 60 days following the issue date a prepayment percentage of 120% will apply for amounts owed. If the Note is paid off from day sixty-one (61) following the issue date to day one hundred eighty (180) days following the Issue Date a prepayment percentage of 125% will apply for amounts owed. After the conversion of principal of $39,900 this Note had been fully repaid as of June 30, 2024.

In September 2023, the Company entered into a Securities Purchase Agreements with an investor pursuant to which the Company issued a promissory note with a face value of $47,000 in favor of the investor for a purchase price of $45,000. The Note bears an original issue discount of $2,000, and bears interest of 10% per year. The Company reimbursed the Investor for expenses for legal fees and due diligence of $5,040, resulting in net loan proceeds to us of $39,960. The Note matures 12 months after the date of issuance. The Note is convertible into shares of the Company’s common stock at any time during the period the Note is outstanding, at a fixed conversion price of $1.50 within 180 days following the issue date and at a variable conversion price of 65% multiplied by certain lowest trading price of the Company’s common stock thereafter. If the Note is paid off in full within 60 days following the issue date a prepayment percentage of 120% will apply for amounts owed. If the Note is paid off from day sixty-one (61) following the issue date to day one hundred eighty (180) days following the Issue Date a prepayment percentage of 125% will apply for amounts owed. After the conversion of principal of $15,000 and a payment of $43,172 in cash, this Note had been fully repaid as of June 30, 2024. The repayment amount included a repayment penalty of 25% of the then-outstanding principal and interest, resulting on a loss on extinguishment of debt of $9,106.

In March 2024, the Company entered into a Securities Purchase Agreement with an Investor pursuant to which the Investor purchased a promissory note with a face value of $60,000 made by the Company for a purchase price of $50,000. The Note bears an original issue discount of $10,000, and bears interest of 15% per year. The Note is convertible into shares of the Company’s common stock at a fixed conversion price of $0.10 per share.

During the year ended June 30, 2024, the total shares issued upon conversion of these convertible notes payable at the contractual rate was 85,586,379 with a total principal and interest of $751,784.

The Company recognized interest expense on convertible notes payable of approximately $178,206 and $213,836 during the fiscal years 2024 and 2023, respectively.

Notes Payable

The Company had promissory notes aggregating $777,954 and $380,013 at June 30, 2024 and 2023, respectively. The related accrued interest amounted to approximately $288,661 and $224,010 at June 30, 2024 and June 30, 2023, respectively. The notes payable bear interest at rates ranging from 0% to 20% per annum and are payable monthly. Promissory notes totaling $355,000 that are outstanding as of June 30, 2024 have matured, are in default, and remain unpaid. There is no provision in the note agreements for adjustments to the interest rates on these notes in the event of default.

In July 2023 the Company issued two notes totaling $75,000. The notes have a term of one year, and bear interest at 15%.

In September 2023 the Company issued two notes totaling $60,000. The notes have a term of one year, and bear interest at 15%.

In November 2023 the Company issued a note totaling $50,000. The note has a term of one year, and bears interest at 15%.

In December 2023 the Company issued a note with a face value of $57,500. The note includes an original issue discount of 15% ($7,500), and the Company reimbursed the Investor for expenses for legal fees and due diligence of $5,000, resulting in net loan proceeds of $45,000 In addition, a one-time interest charge of 15% ($8,625) was applied on the issuance date. Accrued, unpaid Interest and outstanding principal, subject to adjustment, is required to be paid in nine (9) payments; the initial six (6) payments in the amount of $9,000.00; the seventh (7^th) payment in the amount of $6,000.00; and the final two (2) payments in the amount of $3,062.50 (a total payback to the Holder of $66,125). This note was repaid in cash in June 2024.

In January 2024 the Company issued a note totaling $50,000. The note has a term of one year, and bears interest at 15%.

In March 2024 the Company issued a note with a face value of $60,000. The note includes an original issue discount of 20% ($10,000), resulting in net loan proceeds of $50,000, has a term of one year, and bears interest at 15%.

In April 2024 the Company issued a note with a face value of $54,900. The note includes an original issue discount of $9,900, and the Company reimbursed the Investor for expenses for legal fees and due diligence of $5,000, resulting in net loan proceeds of $40,000 In addition, a one-time interest charge of 20% ($10,980) was applied on the issuance date. Accrued, unpaid interest and outstanding principal, shall be paid in four payments as follows: October 15, 2024 -$39,528: November 15, 2024 - $8,784; December 15, 2024 $8,784; and January 15, 2025 $8,784, resulting in a total payback to the Holder of $65,880.

In May 2024 the Company issued a note totaling $50,000. The note has a term of one year, and bears interest at 15%.

In June 2024 the Company issued a note with a face value of $60,180. The note includes an original issue discount of $9,180, and the Company reimbursed the Investor for expenses for legal fees and due diligence of $5,000, resulting in net loan proceeds of $45,000 In addition, a one-time interest charge of 15% ($9,027) was applied on the issuance date. Accrued, unpaid Interest and outstanding principal, subject to adjustment, shall be paid in nine (9) payments. The first payment shall be due July 15, 2024; and eight (8) subsequent payments shall be due on the 15th of each month thereafter. The first eight (8) payments shall each in the amount of $8,525.88 and the final payment shall be in the amount of $1,000, for a total payback to the Holder of $69,207.

The Company recognized interest expense on promissory notes payable of approximately $71,551 and $24,920 during the fiscal years 2024 and 2023, respectively.

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Table of Contents

VISIUM TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2024 AND 2023

NOTE 5: ACCRUED INTEREST PAYABLE

Changes in accrued interest payable during the year ended June 30, 2024 and 2023, is as follows:

	2024			2023
Accrued interest payable beginning	$	548,041		$	404,712
Interest expense on notes payable for the year ended June, 2023		252,828			231,628
Payments of accrued interest		(13,402	)		(5,380	)
Conversion of accrued interest into common stock		(247,351	)		(82,919	)
Accrued interest payable ending	$	540,116		$	548,041

Interest expense for year ended June 30, 2024 and 2023 was comprised of the following:

	2024		2023
Interest expense	$	264,476	$	232,110
Amortization of debt discount		43,137		102,737
Total interest expense	$	307,613	$	334,847

NOTE 6: STOCKHOLDERS’ DEFICIT

Common Stock

At June 30, 2024, the Company had 1,000,000,000 authorized common shares. At June 30, 2024, the Company has 213,953,591 common shares issued and outstanding.

F-14

Table of Contents

Issuances of Common Stock During 2024

During fiscal 2024 we issued shares of our common stock as follows:

Convertible Notes Payable

Stock Based Compensation

During the year ended June 30, 2024, the Company issued 60,960,000 shares of its common stock as compensation to its directors and officers. The shares were valued at $646,624, or $0.0106 per share, based on the quoted share price at the time of the transactions.

During the year ended June 30, 2024, the Company issued and vested 24,742,499 shares of its $0.0001 par value common stock to consultants, as compensation. The shares were valued at $463,118, or $0.0187 per share, based on the quoted share price at the time of the transactions.

During the year ended June 30, 2024, the Company issued and vested 12,820,000 shares of its $0.0001 par value common stock to its employees, as compensation. The shares were valued at $120,908, or $0.0094 per share, based on the quoted share price at the time of the transactions.

Issuances of Common Stock During the Year ended June 30, 2023

During fiscal 2023 we issued shares of our common stock as follows:

Convertible Notes Payable

During the year ended June 30, 2023 the Company issued 19,235,473 shares of its common stock related to the conversion of $718,325 of principal and accrued interest of its convertible notes payable, at an average contract conversion price of $0.039 per share, with a cost of $48,334, for a total of $766,659. The fair value of the shares issued was $753,394, which created a loss of conversion of $12,062.

Sale of Restricted Common Stock

During the year ended June 30, 2023, the Company sold 2,012,500 shares of its $0.0001 par value common stock valued at $40,250, or $0.02 per share.

Commitment Shares

During the year ended June 30, 2023, we issued 66,668 shares of its common stock as commitment shares related to a financing transaction that raised an aggregate $150,000. The relative fair value of the commitment shares totaled $14,000 and was accounted for as discount on the related notes payable, which is being amortized over the term of the note.

Stock Based Compensation

Common Stock Warrants

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

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Table of Contents

Due to the price protection features of these warrants, the Company issued 5,048,426 warrant shares to these warrant holders. As a result of this transaction the difference between the amount of the fair value of the current exercise price and reduced exercise price amounting to $145,704 is recorded as a deemed dividend with a corresponding increase and decrease in additional paid in capital as of June 30, 2023. Additionally, for the year ended June 30, 2023, 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.

A summary of the status of the Company’s outstanding common stock warrants as of June 30, 2024 and 2023 and changes during the fiscal years ending on these dates is as follows:

	Year ended June 30, 2024					Year ended June 30, 2023
	Number of			Weighted Average		Number of			Weighted Average
	Warrants			Exercise Price		Warrants			Exercise Price
Common Stock Warrants
Balance at beginning of year		5,115,207		$	0.025		5,049		$	14.85
Granted		-			-		138,667			1.35
Granted due to repricing		-			-		5,048,426			0.0169
Exercised		-			-		(68,755	)		1.35
Forfeited		(631	)		10.395		(8,180	)		1.35
Balance at end of period		5,114,576		$	0.023		5,115,207		$	0.025

Warrants exercisable at end of period		5,114,576		$	0.023		5,115,207		$	0.025

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

	Warrants Outstanding					Warrants Exercisable
Range of Exercise Price	Number Outstanding At June 30, 2024		Weighted Average Remaining Contractual Life	Weighted Average Exercise Price		Number Exercisable At June 30, 2024		Weighted Average Exercise Price
0.0169		5,112,426	3.17 Years	$	0.0169		5,112,426	$	0.0169
12.285		1,339	0.25 Years		12.285		1,339		12.285
20.385		811	0.25 Years		20.385		811		20.385
		5,114,576	3.17 Years	$	0.0233		5,114,576	$	0.0233

In September 2022 we issued 138,667 warrants with a five year life, and a fixed exercise price of $1.35 per share, as a modification fee 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. Under ASC 470-50, the issuance of these warrants resulted in a loss on the extinguishment of debt, as follows:

Value of warrants issued	$	186,972
Write-off of unamortized debt discount		317,953
Loss on extinguishment of debt	$	504,925

During the year ended June 30, 2023 we recorded a loss on the conversion of convertible note totalling $12,062, which is recorded in the Consolidated Statement of Operations as loss on extinguishment of debt.

A recap of the Loss on extinguishment of debt follows:

Loss on extinguishment of debt related to debt modification	$	504,925
Loss on extinguishment of debt related to note conversions		12,062
	$	516,987

Preferred Stock

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

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Table of Contents

Series A Convertible Preferred Stock

The Series A Preferred Stock has a stated value of $750 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. In the event of any liquidation, dissolution or winding up of the affairs of the Corporation, whether voluntary or involuntary, the holder of Series A Preferred Stock shall be entitled to receive, on parity with other Preferred Share Holders, assets of the Corporation available for distribution to the holders of capital stock of the Corporation. The Series B Preferred Stock shall have priority and preference with respect to any distribution of any of the assets of the Corporation to Common Stock shareholders.

Series B Convertible Preferred Stock

Thirty million (30,000,000) shares of preferred stock were designated as a new Series B Preferred stock in April 2016. This 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. In the event of any liquidation, dissolution or winding up of the affairs of the Corporation, whether voluntary or involuntary, the holder of Series B Preferred Stock shall be entitled to receive, on parity with other Preferred Share Holders, assets of the Corporation available for distribution to the holders of capital stock of the Corporation. The Series B Preferred Stock shall have priority and preference with respect to any distribution of any of the assets of the Corporation to Common Stock shareholders.

Series C Convertible Preferred Stock

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

Series AA Convertible Preferred Stock

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

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Table of Contents

VISIUM TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2024 AND 2023

NOTE 7 - STOCK-BASED COMPENSATION

The Company adopted an Incentive Stock Plan on April 18, 2021. This plan is intended to provide incentives which will attract and retain highly competent persons at all levels as employees of the Company, as well as independent contractors providing consulting or advisory services to the Company, by providing them opportunities to acquire the Company’s common stock or to receive monetary payments based on the value of such shares pursuant to Awards issued. While the plan terminates 10 years after the adoption date, issued options have their own schedule of termination. Options to acquire shares of common stock may be granted at no less than fair market value on the date of grant. Upon exercise, shares of new common stock are issued by the Company.

Under the 2021 Stock Incentive Plan, the Company has issued options to purchase 2,222 shares at an average price of 27.00 with a fair value of $0.00. For the years ended June 30, 2024 and 2023, the Company did not issue any options to purchase shares. Upon exercise, shares of new common stock are issued by the Company.

For the years ended June 30, 2024 and 2023, the Company recognized an expense of approximately $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 June 30, 2024, the Company had approximately $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 June 30, 2024.

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

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

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

A summary of the status of the Company’s outstanding stock options as of June 30, 2024 and 2023 and changes during the periods ending on that date is as follows:

	Year Ended June 30,						Year Ended June 30,
	2024						2023
			Weighted						Weighted
			Average		Aggregate				Average		Aggregate
			Exercise		Intrinsic				Exercise		Intrinsic
	Shares		Price		Value		Shares		Price		Value
Stock options
Balance at beginning of year		2,222	$	27.00				2,222	$	27.00	$
Granted		-		0.00				-		0.00		-
Exercised		-	$	0.00				-	$	0.00		-
Forfeited		-	$	0.00				-	$	0.00
Balance at end of year		2,222	$	27.00	$	-		2,222	$	27.00	$	-

Options exercisable at end of year		2,222	$	27.00	$	-		2,222	$	27.00	$	-

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Table of Contents

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

Outstanding Options

Vested Options

Number

Outstanding

Weighted

Exercisable

Weighted

Averaged

June 30,

Remaining

Exercise

June 30,

Exercise

Remaining

Range of Exercise Price

2024

Life

Price

2024

Price

Life

27.00

2,222

1.84

27.00

2,222

27.00

1.84

Outstanding options

2,222

1.84

27.00

2,222

27.00

1.84

Restricted Stock Awards

Restricted stock awards are awards of common stock that are subject to restrictions on transfer and to a risk of forfeiture if the holder leaves the Company before the restrictions lapse. The holder of a restricted stock award is generally entitled at all times on and after the date of issuance of the restricted shares to exercise the rights of a shareholder of the Company, including the right to vote the shares. The value of stock awards that vest over time was established by the market price on the date of its grant. Please refer to Note 6 for a description of the restricted stock awards granted during the fiscal year and the expense of these awards.

A summary of the Company’s restricted stock activity for the year ended June 30, 2024 and 2023 is presented in the following table:

	For the Year ended
	June 30, 2024					June 30, 2023
				Weighted					Weighted
				Average					Average
				Grant Date					Grant Date
	Shares			Fair Value		Shares			Fair Value
Unvested at beginning of period		7,297,475		$	0.056		7,407		$	7.35
Granted		91,475,000		$	0.010		12,895,000		$	0.09
Forfeited		(250,000	)		0.310		(40,000	)		0.31
Vested		(98,522,475	)	$	0.120		(5,564,932	)	$	0.15
Unvested at end of period		-		$	0.00		7,297,475		$	0.056

Unrecognized compensation expense related to outstanding restricted stock awards to consultants as of June 30, 2024 was $0.

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Table of Contents

VISIUM TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2024 AND 2023

NOTE 8: LOSS ON EXTINGUISHMENT OF DEBT

During the year ended June 30, 2024 we recorded a loss on the conversion of convertible note totaling $21,141, which is recorded in the Consolidated Statement of Operations as loss on extinguishment of debt.

A recap of the Loss on extinguishment of debt in fiscal 2024 follows:

Loss on extinguishment of debt related to note conversions			21,141
		$	21,141

Value of warrants issued	$	186,972
Write-off of unamortized debt discount		317,953
Loss on extinguishment of debt	$	504,925

During the year ended June 30, 2023 we recorded a loss on the conversion of convertible note totaling $12,062, which is recorded in the Consolidated Statement of Operations as loss on extinguishment of debt.

A recap of the Loss on extinguishment of debt follows:

Loss on extinguishment of debt related to debt modification	$	504,925
Loss on extinguishment of debt related to note conversions		12,062
	$	516,987

NOTE 9: INCOME TAXES

The Company has not filed its corporate tax returns since fiscal 2008.

Due to recurring losses, the Company’s tax provision for the years ended June 30, 2024 and 2023 was $0.

The difference between the effective income tax rate and the applicable statutory federal income tax rate is summarized as follows:

	2024			2023
Statutory federal rate		(21.0	)%		(21.0	)%
State income tax rate, net of federal benefit		(3.6	)%		(3.6	)%
Permanent differences, including stock-based compensation		8.6	%		8.6	%
Change in valuation allowance		16.0	%		16.0	%
Effective tax rate		0.0	%		0.0	%

At June 30, 2024 and 2023 the Company’s deferred tax assets were as follows:

	June 30, 2024			June 30, 2023
Tax benefit of net operating loss carry forward	$	8,416,000		$	8,119,000
Intangible		-			-
Total deferred tax assets		8,416,000			8,119,000

Less: valuation allowance		(8,416,000	)		(8,119,000	)
Net deferred tax assets	$	-		$	-

As of June 30, 2024, the Company had unused net operating loss carry forwards of approximately $40.6 million available to reduce future federal taxable income. Net operating loss carryforwards expire through fiscal years ending 2040. Internal Revenue Code Section 382 places a limitation on the amount of taxable income that can be offset by carryforwards after a change in control (generally a greater than 50% change in ownership).

F-20

Table of Contents

VISIUM TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2024 AND 2023

NOTE 9: INCOME TAXES, continued

The Company’s ability to offset future taxable income, if any, with tax net operating loss carryforwards may be limited due to the non-filing of tax returns and the impact of the statute of limitations on the Company’s ability to claim such benefits. Furthermore, changes in ownership may result in limitations under Internal Revenue Code Section 382. Due to these limitations, and other considerations, management has established full valuation allowances on deferred tax assets relating to net operating loss carryforward, as the realization of any future benefits from these assets is uncertain.

The Company’s valuation allowance at June 30, 2024 and 2023 was $8,416,000 and $8,119,000, respectively. The change in the valuation allowance during the year ended June 30, 2024 was an increase of approximately $297,000.

The Company has no uncertain tax positions that require the Company to record a liability.

The Company had no accrued penalties and interest related to taxes as of June 30, 2024.

NOTE 10: RELATED PARTY TRANSACTIONS

Equity transactions with related parties are described in Note 7.

From time to time we have borrowed operating funds from Mr. Mark Lucky, our Chief Executive Officer and from certain Directors, for working capital. The advances were payable upon demand and were interest free. $182,633 in advances remain outstanding as of June 30, 2024. Mr. Lucky is owed $1,341 for out-of-pocket expenses as of June 30, 2024, which is included on the balance sheet in Accounts payable and accrued expenses.

NOTE 11 - ACCRUED COMPENSATION

Accrued compensation consists of the following at:

	June 30,
	2024		2023
Accrued compensation - officers	$	1,140,246	$	900,846
Accrued compensation - staff		846,033		471,033
	$	1,986,279	$	1,371,879

NOTE 12: COMMITMENTS AND CONTINGENCIES

Operating Leases

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

F-21

Table of Contents

VISIUM TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2024 AND 2023

NOTE 12: COMMITMENTS AND CONTINGENCIES, continued

Contingencies

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

License Contingent Consideration

Our license agreement with The MITRE Corporation includes a provision for a royalty payment on revenues collected of 6%. As of June 30, 2024 and 2023, we have not generated any revenue related to these license agreements.

NOTE 13 – FAIR VALUE MEASUREMENT

Fair value measurements

At June 30, 2024 and 2023, the fair value of derivative liabilities is estimated using the Cox, Ross & Rubinstein Binomial Tree valuation model using inputs that include the expected volatility, the implied risk-free interest rate, as well as the expected dividend rate. The derivative liabilities are the only Level 3 fair value measures.

At June 30, 2023, the estimated fair values of the liabilities measured on a recurring basis are as follows:

	Fair Value Measurements at
	June 30, 2023:
	(Level 1)		(Level 2)		(Level 3)
Derivative liability – Convertible notes	$	-	$	-	$	80,707
Derivative liability – Warrants		-		-		-
Total derivative liability	$	-	$	-	$	80,707

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

	Fair Value Measurements at
	June 30, 2024:
	(Level 1)		(Level 2)		(Level 3)
Derivative liability – Convertible notes	$	-	$	-	$	41,566
Derivative liability – Warrants		-		-		-
Total derivative liability	$	-	$	-	$	41,566

NOTE 14: SUBSEQUENT EVENTS

On July 25, 2024, Visium Technologies, Inc. (“Company”) received the written resignations of Wayne Monk, Solomon Adote, and Dr. Emmanuel Esaka from their positions as Directors of the Company. Their resignations were attributed to personal and professional reasons, and there were no disagreements between these Directors and the Company or its management.

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

In August 2024 the Company issued and vested 2,350,000 shares of its $0.0001 par value common stock to four consultants, as compensation under four separate consulting agreements. The shares were valued at $10,670, or $0.0045 per share, based on the quoted share price at the time of the transactions.

In August 2024 the Company issued 10,691,000 shares of its common stock related to the conversion of $43,152 of principal and accrued interest of its convertible notes payable, at an average contract conversion price of $0.0042 per share.

In September 2024 the Company obtained a legal opinion to extinguish aged debt totaling $787,272 as detailed in the following table. Each of the individual debt instruments were determined to be beyond the statute of limitations and it was determined that the Company has a complete defense to liability related to this debt under the applicable statute of limitations.

Accrued interest payable	$	361,559
Convertible notes payable		363,500
	$	725,059

The Company will record this debt extinguishment in the quarter ending September 30, 2024.

F-22

nullnullnullnull

Cover - USD ($)	12 Months Ended
Cover - USD ($)	Jun. 30, 2024	Sep. 30, 2024	Dec. 31, 2023
Cover [Abstract]
Entity Registrant Name	VISIUM TECHNOLOGIES, INC.
Entity Central Index Key	0001082733
Document Type	10-K
Amendment Flag	false
Entity Voluntary Filers	Yes
Current Fiscal Year End Date	--06-30
Entity Well Known Seasoned Issuer	No
Entity Small Business	true
Entity Shell Company	false
Entity Emerging Growth Company	false
Entity Current Reporting Status	Yes
Document Period End Date	Jun. 30, 2024
Entity Filer Category	Non-accelerated Filer
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2024
Entity Common Stock Shares Outstanding		239,494,599
Entity Public Float			$ 1,008,487
Document Annual Report	true
Document Transition Report	false
Document Fin Stmt Error Correction Flag	false
Entity File Number	000-25753
Entity Incorporation State Country Code	FL
Entity Tax Identification Number	87-0449667
Entity Address Address Line 1	4094 Majestic Lane
Entity Address Address Line 2	Suite 360
Entity Address City Or Town	Fairfax
Entity Address State Or Province	VA
Entity Address Postal Zip Code	22033
City Area Code	703
Auditor Location	Coral Springs, Florida
Local Phone Number	273-0383
Entity Interactive Data Current	Yes
Auditor Name	Assurance Dimensions
Auditor Firm Id	5036

CONSOLIDATED BALANCE SHEETS - USD ($)	Jun. 30, 2024	Jun. 30, 2023
Current assets:
Cash	$ 8,456	$ 9,982
Total current assets	8,456	9,982
Total assets	8,456	9,982
Current liabilities:
Accounts payable and accrued expenses	1,094,516	845,502
Accrued compensation	1,986,279	1,371,879
Accrued interest	540,116	548,041
Due to officer	182,633	99,578
Convertible notes payable, net of discount of $7,022 and $0, respectively	534,361	937,576
Derivative liabilities	41,566	80,707
Notes payable, net of discount of $27,126 and $26,805, respectively	777,954	380,013
Total current liabilities	5,157,425	4,263,296
Commitments and contingencies (Note 11)	0	0
Stockholders' deficit:
Common stock, $0.0001 par value, 1,000,000,000 shares authorized: 213,953,591 shares issued and outstanding at June 30, 2024, and 37,199,647 shares issued and 29,844,713 outstanding at June 30, 2023, respectively (See Note 6)	21,397	2,987
Additional paid in capital	57,561,804	55,597,779
Accumulated deficit	(62,747,490)	(59,869,400)
Total stockholders' deficit	(5,148,969)	(4,253,314)
Total liabilities and stockholders' deficit	8,456	9,982
Series A Convertible Preferred Stock [Member]
Stockholders' deficit:
Preferred Stock Value	13,992	13,992
Series AA Convertible Stock [Member]
Stockholders' deficit:
Preferred Stock Value	0	0
Series B Convertible Preferred Stock [Member]
Stockholders' deficit:
Preferred Stock Value	1,328	1,328
Series C Convertible Preferred Stock [Member]
Stockholders' deficit:
Preferred Stock Value	$ 0	$ 0

CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($)	Jun. 30, 2024	Jun. 30, 2023
Convertible notes payable, net of discount	$ 7,022	$ 0
Notes payable, net of discount	$ 27,126	$ 26,805
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	1,000,000,000	1,000,000,000
Common stock, shares issued	213,953,591	37,199,647
Common stock, shares outstanding	213,953,591	29,844,713
Series A Convertible Preferred Stock [Member]
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	20,000,000	20,000,000
Preferred stock, shares issued	13,992,340	13,992,340
Preferred stock, shares outstanding	13,992,340	13,992,340
Series AA Convertible Stock [Member]
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	1	1
Preferred stock, shares issued	1	1
Preferred stock, shares outstanding	1	1
Series B Convertible Preferred Stock [Member]
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	30,000,000	30,000,000
Preferred stock, shares issued	1,327,670	1,327,670
Preferred stock, shares outstanding	1,327,670	1,327,670
Series C Convertible Preferred Stock [Member]
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	30,000	30,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	12 Months Ended
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	Jun. 30, 2024	Jun. 30, 2023
CONSOLIDATED STATEMENTS OF OPERATIONS
Revenues	$ 0	$ 0
Operating expenses:
Selling, general and administrative	2,501,775	2,198,639
Development expense	86,702	214,965
Total operating expenses	2,588,477	2,413,604
Loss from operations	(2,588,477)	(2,413,604)
Other income (expense)
Gain on change in fair value of derivative liabilities	39,141	17,363
Derivative liability expense	0	(62,773)
Interest expense	(307,613)	(334,847)
Loss on extinguishment of debt	(21,141)	(516,987)
Total other income (expense)	(289,613)	(897,244)
Net loss	(2,878,090)	(3,310,848)
Common stock deemed dividends	0	(145,704)
Net income attributable to common stockholders - basic and diluted	$ (2,878,090)	$ (3,456,552)
Weighted average common shares
Basic and diluted	102,376,772	6,306,120
Net loss Per Common Share -Basic and Diluted:	$ (0.03)	$ (0.55)

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS DEFICIT - USD ($)	Total	Series B, Preferred Stock	Series C Preferred Stocks [Member]	Series AA Preferred Stock	Common Stock	Series A, Preferred Stock	Additional Paid-In Capital	Accumulated Deficit
Balance, shares at Jun. 30, 2022		1,327,670	0	1	2,896,385	13,992,340
Balance, amount at Jun. 30, 2022	$ (2,793,558)	$ 1,328	$ 0	$ 0	$ 288	$ 13,992	$ 53,749,386	$ (56,558,552)
Shares issued as compensation to directors and officers, shares					4,045,928
Shares issued as compensation to directors and officers, amount	564,125				$ 404		563,721
Shares issued as compensation to employees, shares					855,002
Shares issued as compensation to employees, amount	218,155				$ 86		218,069
Shares issued for consulting services, shares					664,002
Shares issued for consulting services, amount	74,196				$ 70		74,126
Shares issued for conversion of notes payable, shares					19,235,473
Shares issued for conversion of notes payable, amount	753,394				$ 1,924		751,470
Shares issued pursuant to sale of common stock, shares					2,012,500
Shares issued pursuant to sale of common stock, amount	40,250				$ 201		40,049
Commitment shares issued pursuant to convertible notes payable, shares					66,668
Commitment shares issued pursuant to convertible notes payable, amount	14,000				$ 7		13,993
Shares issued upon exercise of stock warrants, shares					68,755
Shares issued upon exercise of stock warrants, amount					$ 7		(7)
Warrants issued on extinguishment of debt	186,972						186,972
Net loss for the year ended June 30, 2023	(3,310,848)							(3,310,848)
Balance, shares at Jun. 30, 2023		1,327,670	0	1	29,844,713	13,992,340
Balance, amount at Jun. 30, 2023	(4,253,314)	$ 1,328	$ 0	$ 0	$ 2,987	$ 13,992	55,597,779	(59,869,400)
Shares issued as compensation to directors and officers, shares					60,960,000
Shares issued as compensation to directors and officers, amount	646,624				$ 6,096		640,528
Shares issued as compensation to employees, shares					12,820,000
Shares issued as compensation to employees, amount	120,908				$ 1,282		119,626
Shares issued for consulting services, shares					24,742,499
Shares issued for consulting services, amount	463,118				$ 2,474		460,644
Shares issued for conversion of notes payable, shares					85,586,379
Shares issued for conversion of notes payable, amount	751,784				$ 8,558		743,227
Warrants issued on extinguishment of debt	0
Net loss for the year ended June 30, 2023	(2,878,090)							(2,878,090)
Balance, shares at Jun. 30, 2024		1,327,670	0	1	213,953,591	13,992,340
Balance, amount at Jun. 30, 2024	$ (5,148,969)	$ 1,328	$ 0	$ 0	$ 21,397	$ 13,992	$ 57,561,804	$ (62,747,490)

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	12 Months Ended
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	Jun. 30, 2024	Jun. 30, 2023
Cash flows from operating activities:
Net loss	$ (2,878,090)	$ (3,310,848)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of debt discounts	43,137	102,737
Stock based payments for consultants, directors, and officers	1,230,650	856,476
Loss on debt settlement	21,141	516,987
Gain on change in fair value of derivative liabilities	(39,141)	(17,363)
Derivative liability expense	0	62,773
Changes in operating assets and liabilities:
Accounts payable and accrued expenses	527,509	233,059
Accrued compensation	614,400	757,290
Accrued interest	(7,925)	275,003
Net cash used in operating activities	(488,319)	(523,886)
Cash flows from financing activities:
Advance from officers	83,055	99,578
Proceeds from convertible notes payable	122,960	140,000
Proceeds from short term notes payable	465,000	190,000
Proceeds from sale of common stock	0	40,250
Repayment of short term notes payable	(107,972)	(9,250)
Repayment of convertible notes payable	(76,250)	(63,700)
Net cash provided by financing activities	486,793	396,878
Net decrease in cash	(1,526)	(127,008)
Cash at beginning of year	9,982	136,990
Cash at end of year	8,456	9,982
Cash paid for:
Interest	13,402	65,766
Income taxes		0
Issuance of common stock for conversion of notes payable and accrued interest	723,784	753,394
Warrants issued on extinguishment of debt	0	186,972
Commitment shares issued pursuant to convertible notes payable	$ 0	$ 14,000

ORGANIZATION, DESCRIPTION OF BUSINESS AND GOING CONCERN

12 Months Ended

Jun. 30, 2024

ORGANIZATION, DESCRIPTION OF BUSINESS AND GOING CONCERN

ORGANIZATION, DESCRIPTION OF BUSINESS AND GOING CONCERN

NOTE 1: ORGANIZATION, DESCRIPTION OF BUSINESS AND GOING CONCERN

Going Concern

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

12 Months Ended

Jun. 30, 2024

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

Cash and Cash Equivalents

Concentration of Credit Risks

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

Derivative Liabilities

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

Fair Value of Financial Instruments

Level 1:	Observable inputs such as quoted market prices in active markets for identical assets or liabilities.

Level 2:	Observable market-based inputs or unobservable inputs that are corroborated by market data.

Level 3:	Unobservable inputs for which there is little or no market data, which require the use of the reporting entity’s own assumptions.

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

Derivative liability at June 30, 2022	$	35,297
Derivative liability reduced as a result of debt settlement		62,773
Gain on change in fair value of derivative liability		(17,363	)
Derivative liability at June 30, 2023	$	80,707
Derivative liability expense		-
Gain on change in fair value of derivative liability		(39,141	)
Derivative liability at June 30, 2024	$	41,566

Additional Disclosures Regarding Fair Value Measurements

Convertible Instruments

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

Revenue Recognition

Income Taxes

Share-Based Payments

Segment Reporting

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

Recent Accounting Pronouncements

All other newly issued accounting pronouncements but not yet effective have been deemed immaterial or nonapplicable.

Basic and Diluted Earnings Per Share

	For the Years ended June 30,
	2024		2023
Weighted average common shares outstanding		102,376,772		6,306,120
Effect of dilutive securities-when applicable:
Convertible promissory notes		39,637,009		38,998,249
Preferred stock converted to common 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		147,141,927		50,433,146

DERIVATIVE LIABILITY

12 Months Ended

Jun. 30, 2024

DERIVATIVE LIABILITY

DERIVATIVE LIABILITY

NOTE 3: DERIVATIVE LIABILITY

Derivative liability – warrants

Accounting for Derivative Warrant Liability

Derivative liability – convertible notes

	Year Ended June 30,
	2024			2023
Effective exercise price	$	0.0021		$	0.046
Effective market price	$	0.0042		$	0.013
Expected volatility		183	%	340%to372		%
Risk-free interest		5.47	%	3.54%-3.65		%
Expected terms	60 days			60 days
Expected dividend rate		0	%		0	%

CONVERTIBLE NOTES PAYABLE AND NOTE PAYABLE

12 Months Ended

Jun. 30, 2024

CONVERTIBLE NOTES PAYABLE AND NOTE PAYABLE

CONVERTIBLE NOTES PAYABLE AND NOTE PAYABLE

NOTE 4: CONVERTIBLE NOTES PAYABLE AND NOTE PAYABLE

Convertible Notes Payable

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

	June 30,
	2024			2023
Convertible notes payable	$	541,833		$	937,576
Discount on convertible notes		(7,022	)		-
Total	$	534,361		$	937,576

For the year ended June 30, 2024, the following summarizes the conversion of debt for common shares:

			Amount of		Amount of						Conversion
	Shares		Converted		Converted		Conversion				Price
Name	Issued		Principal		Interest		Expense		Total		Per Share
Talos Victory Fund		778,500	$	7,474	$	3,826	$	1,750	$	13,050		0.0168
1800 Diagonal		12,616,941		54,900		1,995		0		56,895		0.0045
Morris Johnson		500,000		10,000		403		0		10,403		0.0208
FirstFire		19,000,000		156,000		0		0		156,000		0.0082
Mast Hill		52,690,938		248,469		240,717		26,250		515,436		0.0098
Total		85,586,379	$	476,843	$	246,941	$	28,000	$	751,784	$	0.0088

Transactions

Convertible Notes Payable

During the year ended June 30, 2024, the total shares issued upon conversion of these convertible notes payable at the contractual rate was 85,586,379 with a total principal and interest of $751,784.

The Company recognized interest expense on convertible notes payable of approximately $178,206 and $213,836 during the fiscal years 2024 and 2023, respectively.

Notes Payable

In July 2023 the Company issued two notes totaling $75,000. The notes have a term of one year, and bear interest at 15%.

In September 2023 the Company issued two notes totaling $60,000. The notes have a term of one year, and bear interest at 15%.

In November 2023 the Company issued a note totaling $50,000. The note has a term of one year, and bears interest at 15%.

In January 2024 the Company issued a note totaling $50,000. The note has a term of one year, and bears interest at 15%.

In May 2024 the Company issued a note totaling $50,000. The note has a term of one year, and bears interest at 15%.

The Company recognized interest expense on promissory notes payable of approximately $71,551 and $24,920 during the fiscal years 2024 and 2023, respectively.

ACCRUED INTEREST PAYABLE

12 Months Ended

Jun. 30, 2024

ACCRUED INTEREST PAYABLE

ACCRUED INTEREST PAYABLE

NOTE 5: ACCRUED INTEREST PAYABLE

Changes in accrued interest payable during the year ended June 30, 2024 and 2023, is as follows:

	2024			2023
Accrued interest payable beginning	$	548,041		$	404,712
Interest expense on notes payable for the year ended June, 2023		252,828			231,628
Payments of accrued interest		(13,402	)		(5,380	)
Conversion of accrued interest into common stock		(247,351	)		(82,919	)
Accrued interest payable ending	$	540,116		$	548,041

Interest expense for year ended June 30, 2024 and 2023 was comprised of the following:

	2024		2023
Interest expense	$	264,476	$	232,110
Amortization of debt discount		43,137		102,737
Total interest expense	$	307,613	$	334,847

STOCKHOLDERS DEFICIT

12 Months Ended

Jun. 30, 2024

STOCKHOLDERS DEFICIT

STOCKHOLDERS' DEFICIT

NOTE 6: STOCKHOLDERS’ DEFICIT

Common Stock

At June 30, 2024, the Company had 1,000,000,000 authorized common shares. At June 30, 2024, the Company has 213,953,591 common shares issued and outstanding.

Issuances of Common Stock During 2024

During fiscal 2024 we issued shares of our common stock as follows:

Convertible Notes Payable

Stock Based Compensation

During the year ended June 30, 2024, the Company issued and vested 12,820,000 shares of its $0.0001 par value common stock to its employees, as compensation. The shares were valued at $120,908, or $0.0094 per share, based on the quoted share price at the time of the transactions.

Issuances of Common Stock During the Year ended June 30, 2023

During fiscal 2023 we issued shares of our common stock as follows:

Convertible Notes Payable

During the year ended June 30, 2023 the Company issued 19,235,473 shares of its common stock related to the conversion of $718,325 of principal and accrued interest of its convertible notes payable, at an average contract conversion price of $0.039 per share, with a cost of $48,334, for a total of $766,659. The fair value of the shares issued was $753,394, which created a loss of conversion of $12,062.

Sale of Restricted Common Stock

During the year ended June 30, 2023, the Company sold 2,012,500 shares of its $0.0001 par value common stock valued at $40,250, or $0.02 per share.

Commitment Shares

Stock Based Compensation

Common Stock Warrants

A summary of the status of the Company’s outstanding common stock warrants as of June 30, 2024 and 2023 and changes during the fiscal years ending on these dates is as follows:

	Year ended June 30, 2024					Year ended June 30, 2023
	Number of			Weighted Average		Number of			Weighted Average
	Warrants			Exercise Price		Warrants			Exercise Price
Common Stock Warrants
Balance at beginning of year		5,115,207		$	0.025		5,049		$	14.85
Granted		-			-		138,667			1.35
Granted due to repricing		-			-		5,048,426			0.0169
Exercised		-			-		(68,755	)		1.35
Forfeited		(631	)		10.395		(8,180	)		1.35
Balance at end of period		5,114,576		$	0.023		5,115,207		$	0.025

Warrants exercisable at end of period		5,114,576		$	0.023		5,115,207		$	0.025

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

	Warrants Outstanding					Warrants Exercisable
Range of Exercise Price	Number Outstanding At June 30, 2024		Weighted Average Remaining Contractual Life	Weighted Average Exercise Price		Number Exercisable At June 30, 2024		Weighted Average Exercise Price
0.0169		5,112,426	3.17 Years	$	0.0169		5,112,426	$	0.0169
12.285		1,339	0.25 Years		12.285		1,339		12.285
20.385		811	0.25 Years		20.385		811		20.385
		5,114,576	3.17 Years	$	0.0233		5,114,576	$	0.0233

Value of warrants issued	$	186,972
Write-off of unamortized debt discount		317,953
Loss on extinguishment of debt	$	504,925

A recap of the Loss on extinguishment of debt follows:

Loss on extinguishment of debt related to debt modification	$	504,925
Loss on extinguishment of debt related to note conversions		12,062
	$	516,987

Preferred Stock

Series A Convertible Preferred Stock

Series B Convertible Preferred Stock

Series C Convertible Preferred Stock

Series AA Convertible Preferred Stock

STOCKBASED COMPENSATION

12 Months Ended

Jun. 30, 2024

STOCKBASED COMPENSATION

STOCK-BASED COMPENSATION

NOTE 7 - STOCK-BASED COMPENSATION

	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 June 30, 2024 and 2023 and changes during the periods ending on that date is as follows:

	Year Ended June 30,						Year Ended June 30,
	2024						2023
			Weighted						Weighted
			Average		Aggregate				Average		Aggregate
			Exercise		Intrinsic				Exercise		Intrinsic
	Shares		Price		Value		Shares		Price		Value
Stock options
Balance at beginning of year		2,222	$	27.00				2,222	$	27.00	$
Granted		-		0.00				-		0.00		-
Exercised		-	$	0.00				-	$	0.00		-
Forfeited		-	$	0.00				-	$	0.00
Balance at end of year		2,222	$	27.00	$	-		2,222	$	27.00	$	-

Options exercisable at end of year		2,222	$	27.00	$	-		2,222	$	27.00	$	-

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

Outstanding Options

Vested Options

Number

Outstanding

Weighted

Exercisable

Weighted

Averaged

June 30,

Remaining

Exercise

June 30,

Exercise

Remaining

Range of Exercise Price

2024

Life

Price

2024

Price

Life

27.00

2,222

1.84

27.00

2,222

27.00

1.84

Outstanding options

2,222

1.84

27.00

2,222

27.00

1.84

Restricted Stock Awards

A summary of the Company’s restricted stock activity for the year ended June 30, 2024 and 2023 is presented in the following table:

	For the Year ended
	June 30, 2024					June 30, 2023
				Weighted					Weighted
				Average					Average
				Grant Date					Grant Date
	Shares			Fair Value		Shares			Fair Value
Unvested at beginning of period		7,297,475		$	0.056		7,407		$	7.35
Granted		91,475,000		$	0.010		12,895,000		$	0.09
Forfeited		(250,000	)		0.310		(40,000	)		0.31
Vested		(98,522,475	)	$	0.120		(5,564,932	)	$	0.15
Unvested at end of period		-		$	0.00		7,297,475		$	0.056

Unrecognized compensation expense related to outstanding restricted stock awards to consultants as of June 30, 2024 was $0.

LOSS ON EXTINGUISHMENT OF DEBT

12 Months Ended

Jun. 30, 2024

LOSS ON EXTINGUISHMENT OF DEBT

LOSS ON EXTINGUISHMENT OF DEBT

NOTE 8: LOSS ON EXTINGUISHMENT OF DEBT

A recap of the Loss on extinguishment of debt in fiscal 2024 follows:

Loss on extinguishment of debt related to note conversions			21,141
		$	21,141

Value of warrants issued	$	186,972
Write-off of unamortized debt discount		317,953
Loss on extinguishment of debt	$	504,925

A recap of the Loss on extinguishment of debt follows:

Loss on extinguishment of debt related to debt modification	$	504,925
Loss on extinguishment of debt related to note conversions		12,062
	$	516,987

INCOME TAXES

12 Months Ended

Jun. 30, 2024

INCOME TAXES

INCOME TAXES

NOTE 9: INCOME TAXES

The Company has not filed its corporate tax returns since fiscal 2008.

Due to recurring losses, the Company’s tax provision for the years ended June 30, 2024 and 2023 was $0.

The difference between the effective income tax rate and the applicable statutory federal income tax rate is summarized as follows:

	2024			2023
Statutory federal rate		(21.0	)%		(21.0	)%
State income tax rate, net of federal benefit		(3.6	)%		(3.6	)%
Permanent differences, including stock-based compensation		8.6	%		8.6	%
Change in valuation allowance		16.0	%		16.0	%
Effective tax rate		0.0	%		0.0	%

At June 30, 2024 and 2023 the Company’s deferred tax assets were as follows:

	June 30, 2024			June 30, 2023
Tax benefit of net operating loss carry forward	$	8,416,000		$	8,119,000
Intangible		-			-
Total deferred tax assets		8,416,000			8,119,000

Less: valuation allowance		(8,416,000	)		(8,119,000	)
Net deferred tax assets	$	-		$	-

The Company has no uncertain tax positions that require the Company to record a liability.

The Company had no accrued penalties and interest related to taxes as of June 30, 2024.

RELATED PARTY TRANSACTIONS

12 Months Ended

Jun. 30, 2024

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS

NOTE 10: RELATED PARTY TRANSACTIONS

Equity transactions with related parties are described in Note 7.

ACCRUED COMPENSATION

12 Months Ended

Jun. 30, 2024

ACCRUED COMPENSATION

ACCRUED COMPENSATION

NOTE 11 - ACCRUED COMPENSATION

Accrued compensation consists of the following at:

	June 30,
	2024		2023
Accrued compensation - officers	$	1,140,246	$	900,846
Accrued compensation - staff		846,033		471,033
	$	1,986,279	$	1,371,879

COMMITMENTS AND CONTINGENCIES

12 Months Ended

Jun. 30, 2024

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES

NOTE 12: COMMITMENTS AND CONTINGENCIES

Operating Leases

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

Contingencies

License Contingent Consideration

FAIR VALUE MEASUREMENT

12 Months Ended

Jun. 30, 2024

FAIR VALUE MEASUREMENT

FAIR VALUE MEASUREMENT

NOTE 13 – FAIR VALUE MEASUREMENT

Fair value measurements

At June 30, 2023, the estimated fair values of the liabilities measured on a recurring basis are as follows:

	Fair Value Measurements at
	June 30, 2023:
	(Level 1)		(Level 2)		(Level 3)
Derivative liability – Convertible notes	$	-	$	-	$	80,707
Derivative liability – Warrants		-		-		-
Total derivative liability	$	-	$	-	$	80,707

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

	Fair Value Measurements at
	June 30, 2024:
	(Level 1)		(Level 2)		(Level 3)
Derivative liability – Convertible notes	$	-	$	-	$	41,566
Derivative liability – Warrants		-		-		-
Total derivative liability	$	-	$	-	$	41,566

SUBSEQUENT EVENTS

12 Months Ended

Jun. 30, 2024

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS

NOTE 14: SUBSEQUENT EVENTS

Accrued interest payable	$	361,559
Convertible notes payable		363,500
	$	725,059

The Company will record this debt extinguishment in the quarter ending September 30, 2024.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

12 Months Ended

Jun. 30, 2024

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

Cash and Cash Equivalents

Concentration of Credit Risks

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

Derivative Liabilities

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

Fair Value of Financial Instruments

Level 1:	Observable inputs such as quoted market prices in active markets for identical assets or liabilities.

Level 2:	Observable market-based inputs or unobservable inputs that are corroborated by market data.

Level 3:	Unobservable inputs for which there is little or no market data, which require the use of the reporting entity’s own assumptions.

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

Derivative liability at June 30, 2022	$	35,297
Derivative liability reduced as a result of debt settlement		62,773
Gain on change in fair value of derivative liability		(17,363	)
Derivative liability at June 30, 2023	$	80,707
Derivative liability expense		-
Gain on change in fair value of derivative liability		(39,141	)
Derivative liability at June 30, 2024	$	41,566

Additional Disclosures Regarding Fair Value Measurements

Convertible Instruments

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

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

Recent Accounting Pronouncements

All other newly issued accounting pronouncements but not yet effective have been deemed immaterial or nonapplicable.

Basic and Diluted Earnings Per Share

	For the Years ended June 30,
	2024		2023
Weighted average common shares outstanding		102,376,772		6,306,120
Effect of dilutive securities-when applicable:
Convertible promissory notes		39,637,009		38,998,249
Preferred stock converted to common 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		147,141,927		50,433,146

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

12 Months Ended

Jun. 30, 2024

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Schedule of fair values of the liabilities

Derivative liability at June 30, 2022	$	35,297
Derivative liability reduced as a result of debt settlement		62,773
Gain on change in fair value of derivative liability		(17,363	)
Derivative liability at June 30, 2023	$	80,707
Derivative liability expense		-
Gain on change in fair value of derivative liability		(39,141	)
Derivative liability at June 30, 2024	$	41,566

Schedule of Potential dilutive common shares

	For the Years ended June 30,
	2024		2023
Weighted average common shares outstanding		102,376,772		6,306,120
Effect of dilutive securities-when applicable:
Convertible promissory notes		39,637,009		38,998,249
Preferred stock converted to common 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		147,141,927		50,433,146

DERIVATIVE LIABILITY (Tables)

12 Months Ended

Jun. 30, 2024

DERIVATIVE LIABILITY

Changes in the derivative liabilities

	Year Ended June 30,
	2024			2023
Effective exercise price	$	0.0021		$	0.046
Effective market price	$	0.0042		$	0.013
Expected volatility		183	%	340%to372		%
Risk-free interest		5.47	%	3.54%-3.65		%
Expected terms	60 days			60 days
Expected dividend rate		0	%		0	%

CONVERTIBLE NOTES PAYABLE AND NOTE PAYABLE (Tables)

12 Months Ended

Jun. 30, 2024

CONVERTIBLE NOTES PAYABLE AND NOTE PAYABLE

Schdule of Convertible debentures

	June 30,
	2024			2023
Convertible notes payable	$	541,833		$	937,576
Discount on convertible notes		(7,022	)		-
Total	$	534,361		$	937,576

Schedule of convertible notes payable

			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
1800 Diagonal		12,616,941		54,900		1,995		0		56,895		0.0045
Morris Johnson		500,000		10,000		403		0		10,403		0.0208
FirstFire		19,000,000		156,000		0		0		156,000		0.0082
Mast Hill		52,690,938		248,469		240,717		26,250		515,436		0.0098
Total		85,586,379	$	476,843	$	246,941	$	28,000	$	751,784	$	0.0088

ACCRUED INTEREST PAYABLE (Tables)

12 Months Ended

Jun. 30, 2024

ACCRUED INTEREST PAYABLE

Changes in accrued interest payable

	2024			2023
Accrued interest payable beginning	$	548,041		$	404,712
Interest expense on notes payable for the year ended June, 2023		252,828			231,628
Payments of accrued interest		(13,402	)		(5,380	)
Conversion of accrued interest into common stock		(247,351	)		(82,919	)
Accrued interest payable ending	$	540,116		$	548,041

	2024		2023
Interest expense	$	264,476	$	232,110
Amortization of debt discount		43,137		102,737
Total interest expense	$	307,613	$	334,847

STOCKHOLDERS DEFICIT (Tables)

12 Months Ended

Jun. 30, 2024

STOCKHOLDERS DEFICIT

Common stock Warrant activity

	Year ended June 30, 2024					Year ended June 30, 2023
	Number of			Weighted Average		Number of			Weighted Average
	Warrants			Exercise Price		Warrants			Exercise Price
Common Stock Warrants
Balance at beginning of year		5,115,207		$	0.025		5,049		$	14.85
Granted		-			-		138,667			1.35
Granted due to repricing		-			-		5,048,426			0.0169
Exercised		-			-		(68,755	)		1.35
Forfeited		(631	)		10.395		(8,180	)		1.35
Balance at end of period		5,114,576		$	0.023		5,115,207		$	0.025

Warrants exercisable at end of period		5,114,576		$	0.023		5,115,207		$	0.025

Common Stock Warrant Outstanding

	Warrants Outstanding					Warrants Exercisable
Range of Exercise Price	Number Outstanding At June 30, 2024		Weighted Average Remaining Contractual Life	Weighted Average Exercise Price		Number Exercisable At June 30, 2024		Weighted Average Exercise Price
0.0169		5,112,426	3.17 Years	$	0.0169		5,112,426	$	0.0169
12.285		1,339	0.25 Years		12.285		1,339		12.285
20.385		811	0.25 Years		20.385		811		20.385
		5,114,576	3.17 Years	$	0.0233		5,114,576	$	0.0233

Schedule of warrants resulted in a loss on the extinguishment of debt

Value of warrants issued	$	186,972
Write-off of unamortized debt discount		317,953
Loss on extinguishment of debt	$	504,925

Loss on extinguishment of debt warrant

Loss on extinguishment of debt related to debt modification	$	504,925
Loss on extinguishment of debt related to note conversions		12,062
	$	516,987

STOCKBASED COMPENSATION (Tables)

12 Months Ended

Jun. 30, 2024

STOCKBASED COMPENSATION

Valuation assumptions

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

Schdule of stock options outstanding

	Year Ended June 30,						Year Ended June 30,
	2024						2023
			Weighted						Weighted
			Average		Aggregate				Average		Aggregate
			Exercise		Intrinsic				Exercise		Intrinsic
	Shares		Price		Value		Shares		Price		Value
Stock options
Balance at beginning of year		2,222	$	27.00				2,222	$	27.00	$
Granted		-		0.00				-		0.00		-
Exercised		-	$	0.00				-	$	0.00		-
Forfeited		-	$	0.00				-	$	0.00
Balance at end of year		2,222	$	27.00	$	-		2,222	$	27.00	$	-

Options exercisable at end of year		2,222	$	27.00	$	-		2,222	$	27.00	$	-

Schdule of employee outstanding stock options

Outstanding Options

Vested Options

Number

Outstanding

Weighted

Exercisable

Weighted

Averaged

June 30,

Remaining

Exercise

June 30,

Exercise

Remaining

Range of Exercise Price

2024

Life

Price

2024

Price

Life

27.00

2,222

1.84

27.00

2,222

27.00

1.84

Outstanding options

2,222

1.84

27.00

2,222

27.00

1.84

Schdule of restricted stock activity

	For the Year ended
	June 30, 2024					June 30, 2023
				Weighted					Weighted
				Average					Average
				Grant Date					Grant Date
	Shares			Fair Value		Shares			Fair Value
Unvested at beginning of period		7,297,475		$	0.056		7,407		$	7.35
Granted		91,475,000		$	0.010		12,895,000		$	0.09
Forfeited		(250,000	)		0.310		(40,000	)		0.31
Vested		(98,522,475	)	$	0.120		(5,564,932	)	$	0.15
Unvested at end of period		-		$	0.00		7,297,475		$	0.056

LOSS ON EXTINGUISHMENT OF DEBT (Tables)

12 Months Ended

Jun. 30, 2024

LOSS ON EXTINGUISHMENT OF DEBT

Schedule of the Loss on extinguishment of debt

Loss on extinguishment of debt related to note conversions			21,141
		$	21,141

Value of warrants issued	$	186,972
Write-off of unamortized debt discount		317,953
Loss on extinguishment of debt	$	504,925

Loss on extinguishment of debt related to debt modification	$	504,925
Loss on extinguishment of debt related to note conversions		12,062
	$	516,987

INCOME TAXES (Tables)

12 Months Ended

Jun. 30, 2024

INCOME TAXES

Summery of statutory federal income tax

	2024			2023
Statutory federal rate		(21.0	)%		(21.0	)%
State income tax rate, net of federal benefit		(3.6	)%		(3.6	)%
Permanent differences, including stock-based compensation		8.6	%		8.6	%
Change in valuation allowance		16.0	%		16.0	%
Effective tax rate		0.0	%		0.0	%

Schdule of deferred tax assets

	June 30, 2024			June 30, 2023
Tax benefit of net operating loss carry forward	$	8,416,000		$	8,119,000
Intangible		-			-
Total deferred tax assets		8,416,000			8,119,000

Less: valuation allowance		(8,416,000	)		(8,119,000	)
Net deferred tax assets	$	-		$	-

ACCRUED COMPENSATION (Tables)

12 Months Ended

Jun. 30, 2024

ACCRUED COMPENSATION

Schedule of Accrued Compensation

	June 30,
	2024		2023
Accrued compensation - officers	$	1,140,246	$	900,846
Accrued compensation - staff		846,033		471,033
	$	1,986,279	$	1,371,879

FAIR VALUE MEASUREMENT (Tables)

12 Months Ended

Jun. 30, 2024

FAIR VALUE MEASUREMENT

Schdule of Fair value measurements

	Fair Value Measurements at
	June 30, 2023:
	(Level 1)		(Level 2)		(Level 3)
Derivative liability – Convertible notes	$	-	$	-	$	80,707
Derivative liability – Warrants		-		-		-
Total derivative liability	$	-	$	-	$	80,707

	Fair Value Measurements at
	June 30, 2024:
	(Level 1)		(Level 2)		(Level 3)
Derivative liability – Convertible notes	$	-	$	-	$	41,566
Derivative liability – Warrants		-		-		-
Total derivative liability	$	-	$	-	$	41,566

SUBSEQUENT EVENTS (Tables)

12 Months Ended

Jun. 30, 2024

SUBSEQUENT EVENTS

Schedule of defense to liability related to the debt

Accrued interest payable	$	361,559
Convertible notes payable		363,500
	$	725,059

ORGANIZATION DESCRIPTION OF BUSINESS AND GOING CONCERN (Details Narrative) - USD ($)	12 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
ORGANIZATION, DESCRIPTION OF BUSINESS AND GOING CONCERN
Net loss	$ (2,878,090)	$ (3,310,848)
Net cash used in operating activities	(488,319)	$ (523,886)
Working capital deficit	$ (5,148,969)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)	12 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Derivative liability Beginning Balance	$ 80,707	$ 35,297
Derivative liability expense	0	62,773
Gain on change in fair value of derivative liability	(39,141)	(17,363)
Derivative liability Ending Balance	$ 41,566	$ 80,707

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1) - shares	12 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Weighted average common shares outstanding	102,376,772	6,306,120
Effect of dilutive securities-when applicable: convertible promissory notes	39,637,009	38,998,249
Effect of dilutive securities-when applicable: Preferred Stock converted to common stock	11,348	11,348
Effect of dilutive securities-when applicable: Common stock options	2,222	2,222
Effect of dilutive securities-when applicable: warrants	5,114,576	5,115,207
Fully diluted earnings per share-adjusted weighted-average shares and assumed conversions	147,141,927	50,433,146

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	Jun. 30, 2024	Jun. 30, 2023
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Derivative liability	$ 41,566	$ 80,707
FDIC insured amount	$ 250,000

DERIVATIVE LIABILITY (Details) - $ / shares	12 Months Ended
DERIVATIVE LIABILITY (Details) - $ / shares	Jun. 30, 2024	Jun. 30, 2023
Effective market price	$ 0.0042	$ 0.013
Expected dividend rate	0.00%	0.00%
Effective exercise price	$ 0.0021	$ 0.046
Expected volatility	183.00%
Risk-free interest	5.47%
Expected terms	60 years	60 years
Maximum
Expected volatility		372.00%
Risk-free interest		3.65%
Minimum [Member]
Expected volatility		340.00%
Risk-free interest		3.54%

DERIVATIVE LIABILITY (Details Narrative) - USD ($)	12 Months Ended
DERIVATIVE LIABILITY (Details Narrative) - USD ($)	Jun. 30, 2024	Jun. 30, 2023
Convertible Debt	$ 76,250	$ 63,700
Fair value of the warrants	0	0
Fair value of derivative liability related to convertible debt	41,566	80,707
Convertible Notes Payable [Member]
Convertible Debt	$ 39,141	$ 17,363

CONVERTIBLE NOTES PAYABLE AND NOTE PAYABLE (Details) - USD ($)	Jun. 30, 2024	Jun. 30, 2023
CONVERTIBLE NOTES PAYABLE AND NOTE PAYABLE
Convertible notes payable	$ 541,833	$ 937,576
Discount on convertible notes	(7,022)	0
Convertible notes, net	$ 534,361	$ 937,576

CONVERTIBLE NOTES PAYABLE AND NOTE PAYABLE (Details 1)	12 Months Ended
CONVERTIBLE NOTES PAYABLE AND NOTE PAYABLE (Details 1)	Jun. 30, 2024 USD ($) $ / shares shares
Convertible share issued \| shares	85,586,379
Total Convertible notes payable, principle amount	$ 476,843
Convertible notes payable, Interest amount	246,941
Total Convertible notes payable, Conversion expense	28,000
Total Convertible notes payable, Adjustment To Fair Value	$ 751,784
Convertible notes payable, Conversion price \| $ / shares	$ 0.0088
Talos Victory Fund [Member]
Convertible share issued \| shares	778,500
Convertible notes payable, Conversion price \| $ / shares	$ 0.0168
Convertible notes payable, principle amount	$ 7,474
Convertible notes payable, Interest amount	3,826
Convertible notes payable, Conversion expense	1,750
Convertible notes payable, Adjustment To Fair Value	$ 13,050
FirstFire [Member]
Convertible share issued \| shares	19,000,000
Convertible notes payable, Conversion price \| $ / shares	$ 0.0082
Convertible notes payable, principle amount	$ 156,000
Convertible notes payable, Interest amount	0
Convertible notes payable, Conversion expense	0
Convertible notes payable, Adjustment To Fair Value	$ 156,000
Mast Hill [Member]
Convertible share issued \| shares	52,690,938
Convertible notes payable, Conversion price \| $ / shares	$ 0.0098
Convertible notes payable, principle amount	$ 248,469
Convertible notes payable, Interest amount	240,717
Convertible notes payable, Conversion expense	26,250
Convertible notes payable, Adjustment To Fair Value	$ 515,436
1800 Diagonal [Member]
Convertible share issued \| shares	12,616,941
Convertible notes payable, Conversion price \| $ / shares	$ 0.0045
Convertible notes payable, principle amount	$ 54,900
Convertible notes payable, Interest amount	1,995
Convertible notes payable, Conversion expense	0
Convertible notes payable, Adjustment To Fair Value	$ 56,895
Morris Johnson [Member]
Convertible share issued \| shares	500,000
Convertible notes payable, Conversion price \| $ / shares	$ 0.0208
Convertible notes payable, principle amount	$ 10,000
Convertible notes payable, Interest amount	403
Convertible notes payable, Conversion expense	0
Convertible notes payable, Adjustment To Fair Value	$ 10,403

CONVERTIBLE NOTES PAYABLE AND NOTE PAYABLE (Details Narrative) - USD ($)	1 Months Ended												12 Months Ended
	Jun. 30, 2024	May 31, 2024	Apr. 30, 2024	Mar. 31, 2024	Jan. 31, 2024	Dec. 31, 2023	Nov. 30, 2023	Sep. 30, 2023	Aug. 31, 2023	Jul. 31, 2023	Oct. 31, 2022	Feb. 28, 2022	Jun. 30, 2024	Jun. 30, 2023	Mar. 15, 2025	Feb. 15, 2025	Jan. 15, 2025	Dec. 15, 2024	Nov. 15, 2024	Oct. 15, 2024
Issuance of convertible notes payable											$ 138,667		$ 85,586,379
Principal and interest													751,784
Promissory notes	$ 777,954												777,954	$ 380,013
Convertible notes payable	534,361												534,361	937,576
Promissory notes face value	60,180												60,180
Loss on extinguishment of debt													$ 504,925
Conversion price												$ 2.43
Conversion price													$ 0.0088
Interest expense on promissory notes													$ 178,206	213,836
Exercisable price											$ 1.35
Convertible notes payable	534,361												534,361	937,576
Accrued interest	251,455												251,455	324,031
Securities Purchase Agreement Member [Member]
Principal and interest	69,207		$ 65,880			$ 66,125		$ 15,000					39,900
Promissory notes face value	$ 60,000		$ 54,900	$ 60,000		$ 57,500		47,000	$ 39,900				60,000
Percentage of repayment penalty	15.00%		20.00%	20.00%		15.00%
Proceeds from loan	$ 45,000		$ 40,000			$ 45,000		39,960	33,000
Loss on extinguishment of debt								9,106
Promissory notes purchase price	9,027		10,980	$ 50,000		8,625		45,000	38,000				50,000
Legal fees and due diligence	5,000		5,000			5,000		5,040	5,000
Cash payment								43,172
Original issue discount	9,180		$ 9,900	$ 10,000		$ 7,500		$ 2,000	$ 1,900				$ 10,000
Interest rate				15.00%		15.00%			10.00%				15.00%
Conversion price									$ 1.50				$ 0.10
Convertible note descriptions								fixed conversion price of $1.50 within 180 days following the issue date and at a variable conversion price of 65% multiplied by certain lowest trading price of the Company’s common stock thereafter. If the Note is paid off in full within 60 days following the issue date a prepayment percentage of 120% will apply for amounts owed. If the Note is paid off from day sixty-one (61) following the issue date to day one hundred eighty (180) days following the Issue Date a prepayment percentage of 125% will apply for amounts owed	fixed conversion price of $1.50 within 180 days following the issue date and at a variable conversion price of 65% multiplied by certain lowest trading price of the Company’s common stock thereafter. If the Note is paid off in full within 60 days following the issue date a prepayment percentage of 120% will apply for amounts owed. If the Note is paid off from day sixty-one (61) following the issue date to day one hundred eighty (180) days following the Issue Date a prepayment percentage of 125% will apply for amounts owed
Accrued, unpaid interest and outstanding principal									$ 3,062	$ 6,000				9,000	$ 1,000	$ 8,525	$ 8,784	$ 8,784	$ 8,784	$ 39,528
Two Notes Payable [Member]
Promissory notes		$ 50,000			$ 50,000		$ 50,000	$ 60,000		$ 75,000
Interest rate		15.00%			15.00%		15.00%	15.00%		15.00%
Interest expense on promissory notes													$ 71,551	24,920
Accrued interest	288,661												288,661	$ 224,010
Promissory notes outstanding	$ 355,000												$ 355,000
Convertible Notes Payable [Member] \| Minimum
Convertible debt instrument conversion price per share	$ 0.0042												$ 0.0042
Debt instrument interest rate percentage	0.00%												0.00%
Convertible Notes Payable [Member] \| Maximum
Convertible debt instrument conversion price per share	$ 30,375,000												$ 30,375,000
Debt instrument interest rate percentage	18.00%												18.00%
Promissory Notes [Member]
Convertible notes payable	$ 481,383												$ 481,383
Notes Payable \| Minimum
Debt instrument interest rate percentage	0.00%												0.00%
Notes Payable \| Maximum
Debt instrument interest rate percentage	20.00%												20.00%

ACCRUED INTEREST PAYABLE (Details) - USD ($)	12 Months Ended
ACCRUED INTEREST PAYABLE (Details) - USD ($)	Jun. 30, 2024	Jun. 30, 2023
ACCRUED INTEREST PAYABLE
Accrued interest payable, beginning	$ 548,041	$ 404,712
Payments of accrued interest	(13,402)	(5,380)
Interest expense on notes payable for the year ended June, 2023	252,828	231,628
Conversion of accrued interest into common stock	(247,351)	(82,919)
Accrued interest payable, Ending	$ 540,116	$ 548,041

ACCRUED INTEREST PAYABLE (Details 1) - USD ($)	12 Months Ended
ACCRUED INTEREST PAYABLE (Details 1) - USD ($)	Jun. 30, 2024	Jun. 30, 2023
ACCRUED INTEREST PAYABLE
Interest expense, beginning	$ 264,476	$ 232,110
Amortization of debt discount	43,137	102,737
Total interest expense for year ending	$ 307,613	$ 334,847

STOCKHOLDERS DEFICIT (Details) - $ / shares	12 Months Ended
STOCKHOLDERS DEFICIT (Details) - $ / shares	Jun. 30, 2024	Jun. 30, 2023
STOCKHOLDERS DEFICIT
Balance at beginning of year	5,115,207	5,049
Granted		138,667
Granted due to repricing	5,048,426	5,048,426
Exercised		(68,755)
Forfeited	(631)	(8,180)
Balance at end of year	5,114,576	5,115,207
Warrants exercisable at end of period	5,114,576	5,115,207
Weighted average exercise price, balance at beginning of year	$ 0.025	$ 14.85
Weighted average exercise price, granted	0	1.35
Weighted average exercise price, granted due to repricing	0	0.0169
Weighted average exercise price, exercised	0	1.35
Weighted average exercise price, forfeited	10.395	1.35
Weighted average exercise price, balance at end of year	0.023	0.025
Weighted average exercise price warrants exercisable at end of period	$ 0.023	$ 0.025

STOCKHOLDERS DEFICIT (Details 1) - $ / shares	12 Months Ended
STOCKHOLDERS DEFICIT (Details 1) - $ / shares	Jun. 30, 2024	Sep. 30, 2022
Total Warrants outstanding, weighted average exercise price		$ 1.35
Warrant 1
Warrants outstanding, number	5,112,426
Total Warrants outstanding, weighted average remaining contractual life	3 years 2 months 1 day
Total Warrants exercisable, number	5,114,576
Total Warrants exercisable, weighted average exercise price	$ 0.0169
Total Warrants outstanding, weighted average exercise price	0.0169
Range of Exercise Price	$ 0.0169
Warrant 2
Warrants outstanding, number	1,339
Total Warrants outstanding, weighted average remaining contractual life	3 months
Total Warrants exercisable, number	1,339
Total Warrants exercisable, weighted average exercise price	$ 12.285
Total Warrants outstanding, weighted average exercise price	12.285
Range of Exercise Price	$ 12.285
Warrant 3
Warrants outstanding, number	811
Total Warrants outstanding, weighted average remaining contractual life	3 months
Total Warrants exercisable, number	811
Total Warrants exercisable, weighted average exercise price	$ 20.385
Total Warrants outstanding, weighted average exercise price	20.385
Range of Exercise Price	$ 20.385
Common stock warrants outstanding
Warrants outstanding, number	5,112,426
Total Warrants outstanding, weighted average remaining contractual life	3 years 2 months 1 day
Total Warrants exercisable, number	5,114,576
Total Warrants exercisable, weighted average exercise price	$ 0.0233
Total Warrants outstanding, weighted average exercise price	$ 0.0233

STOCKHOLDERS DEFICIT (Details 2)	12 Months Ended
STOCKHOLDERS DEFICIT (Details 2)	Jun. 30, 2024 USD ($)
STOCKHOLDERS DEFICIT
Value of warrants issued	$ 186,972
Write-off of unamortized debt discount	317,953
Loss on extinguishment of debt	$ 504,925

STOCKHOLDERS DEFICIT (Details 3)	12 Months Ended
STOCKHOLDERS DEFICIT (Details 3)	Jun. 30, 2024 USD ($)
Loss on extinguishment of debt	$ 504,925
Warrant [Member]
Loss on extinguishment of debt related to debt modification	504,925
Loss on extinguishment of debt related to note conversions	12,062
Loss on extinguishment of debt	$ 516,987

STOCKHOLDERS DEFICIT (Details Narrative) - USD ($)	1 Months Ended	12 Months Ended
STOCKHOLDERS DEFICIT (Details Narrative) - USD ($)	Sep. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Sep. 30, 2022
Common stock share issued		213,953,591
Common stock share outstanding		213,953,591
Common stock deemed dividends		$ 0	$ (145,704)
Common stock, shares authorized		1,000,000,000	1,000,000,000
Loss on extinguishment of debt		$ 504,925
Granted due to repricing		5,048,426	5,048,426
Number of warrant issued				138,667
Exercise price of issued warrant				$ 1.35
Convertible preferred stock par value		$ 0.0001	$ 0.0001
Common stock value		$ 21,397	$ 2,987
Fair value of issued share		186,972
Loss on the conversion of convertible note		$ 12,062
Common Stock Warrants [Member]
Number of warrant issued				138,667
Exercise price of issued warrant				$ 1.35
Series B Convertible Preferred Stock [Member]
Convertible preferred stock par value		$ 0.001	$ 0.001
Preferred stock share designated		30,000,000	30,000,000
Shares issued, price per share		$ 375
Series C Convertible Preferred Stock [Member]
Convertible preferred stock par value		0.001	$ 0.001
Conversion of preferred stock share		$ 0.075
Preferred stock share designated		30,000	30,000
Shares issued, price per share		$ 100
Convertible Preferred Stock Member
Convertible preferred stock par value		0.001
Convertible Series A Preferred Stock [Member]
Convertible preferred stock par value		750
Conversion of preferred stock share		$ 0.035
Common Stocks [Member]
Stock issued during period shares other		85,586,379
Conversion of convertible notes payable		$ 723,784
Conversion price		$ 0.0088
Transaction cost		$ 28,000
Fair value of share issued		$ 751,784
Sale of Restricted Common Stock
Convertible preferred stock par value			$ 0.0001
Number of share sold during period			2,012,500
Common stock value			$ 40,250
Conversion price			$ 0.02
Convertible Notes Payable [Member]
Shares issued, price per share			$ 0.039
Shares issued as compensation, amount			$ 48,334
Gross proceeds			$ 766,659
Shares issued as Convertible Notes Payable, shares			19,235,473
Fair value of issued share			$ 753,394
Conversion expense			12,062
Shares issued as Convertible Notes Payable, amount			718,325
Commitment Shares [Member]
Shares issued as compensation, amount			$ 14,000
Shares issued as compensation, shares			66,668
Commitment shares related to a financing transaction			$ 150,000
Securities Purchase Agreement Member [Member]
Loss on extinguishment of debt	$ 9,106
Shares, par value		$ 0.0001
Stock Based Compensation [Member] \| Directors [Member]
Shares issued, price per share		$ 0.0106	$ 0.14
Shares, par value			$ 0.0001
Shares issued as compensation, amount		$ 646,624	$ 564,125
Shares issued as compensation, shares		60,960,000	4,045,928
Stock Based Compensation [Member] \| Consultants [Member]
Shares issued, price per share		$ 0.0187	$ 0.11
Shares, par value		$ 0.0001	$ 0.0001
Shares issued as compensation, amount		$ 463,118	$ 74,196
Shares issued as compensation, shares		24,742,499	664,002
Stock Based Compensation [Member] \| Employees [Member]
Shares issued, price per share		$ 0.0094	$ 0.26
Shares, par value		$ 0.0001	$ 0.0001
Shares issued as compensation, amount		$ 120,908	$ 218,155
Shares issued as compensation, shares		12,820,000	855,002

STOCKBASED COMPENSATION (Details)	12 Months Ended
STOCKBASED COMPENSATION (Details)	Jun. 30, 2024	Jun. 30, 2023
STOCKBASED COMPENSATION
Expected volatility	0.00%	0.00%
Expected term	0 years	0 years
Risk-free interest rate	0.00%	0.00%
Forfeiture rate	0.00%	0.00%
Expected dividend yield	0.00%	0.00%

STOCKBASED COMPENSATION (Details 1) - USD ($)	12 Months Ended
STOCKBASED COMPENSATION (Details 1) - USD ($)	Jun. 30, 2024	Jun. 30, 2023
STOCKBASED COMPENSATION
Options outstanding beginning	2,222	2,222
Granted	0	0
Forfeited	$ 0	$ 0
Options outstanding ending	2,222	2,222
Options exercisable at end of year	2,222	2,222
Weighted average exercise price beginning	$ 27.00	$ 27.00
Weighted average exercise price, granted	0.00	0.00
Weighted average exercise price, exercised	0.00	0.00
Weighted average exercie price, forfeited	(0.00)	(0.00)
Weighted average exercie price ending	27.00	27.00
Options exercisable period ending	$ 27.00	$ 27.00
Aggregate intrinsic value	$ 0	$ 0
Aggregate intrinsic value, exercisable	$ 0	$ 0

STOCKBASED COMPENSATION (Details 2) - $ / shares	12 Months Ended
STOCKBASED COMPENSATION (Details 2) - $ / shares	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2020
Weighted Averaged exercise price, outstanding	$ 0.023	$ 0.025
Weighted average remaining life outstanding	1 year 10 months 2 days
Options outstanding, vested	2,222
Options outstanding beginning	2,222	2,222	2,222	0
Weighted Averaged Remaining Life Vested	1 year 10 months 2 days
Weighted Averaged exercise price, vested	$ 27.00
Share-Based Payment Arrangement, Option [Member]
Weighted Averaged exercise price, outstanding	27.00
27.00 [Member]
Weighted Averaged exercise price, outstanding	$ 27.00
Weighted average remaining life outstanding	1 year 10 months 2 days
Options outstanding, vested	2,222
Options outstanding beginning	2,222
Weighted Averaged Remaining Life Vested	1 year 10 months 2 days
Weighted Averaged exercise price, vested	$ 27.00

STOCKBASED COMPENSATION (Details 3) - $ / shares	12 Months Ended
STOCKBASED COMPENSATION (Details 3) - $ / shares	Jun. 30, 2024	Jun. 30, 2023
STOCKBASED COMPENSATION
Restricted stock awards, unvested, beginning	7,297,475	7,407
Restricted stock awards, granted	91,475,000	12,895,000
Restricted stock awards, forfeited	(250,000)	(40,000)
Restricted stock awards, vested	(98,522,475)	(5,564,932)
Restricted stock awards, unvested, ending	0	7,297,475
Weighted average grant date fair value, unvested, beginning	$ 0.056	$ 7.35
Weighted average grant date fair value, granted	0.010	0.09
Weighted average grant date fair value, forfeited	0.310	0.31
Weighted average grant date fair value, vested	0.120	0.15
Weighted average grant date fair value, unvested, ending	$ 0.00	$ 0.056

STOCKBASED COMPENSATION (Details Narrative) - USD ($)	12 Months Ended
STOCKBASED COMPENSATION (Details Narrative) - USD ($)	Jun. 30, 2024	Jun. 30, 2023
STOCKBASED COMPENSATION
Unrecognized compensation expense, restricted stock awards	$ 0
Average price per share of stock option	$ 27.00
Options to purchase vested shares	2,222
General and Administrative expense	$ 0	$ 0
Shares issued	2,222
Fair value of shares	$ 0.00
Unrecognized pre-tax non-cash compensation expense	$ 0

LOSS ON EXTINGUISHMENT OF DEBT (Details) - USD ($)	12 Months Ended
LOSS ON EXTINGUISHMENT OF DEBT (Details) - USD ($)	Jun. 30, 2024	Jun. 30, 2023
LOSS ON EXTINGUISHMENT OF DEBT
Loss on extinguishment of debt related to note conversions	$ 21,141
Loss on debt settlement	$ 21,141	$ 516,987

LOSS ON EXTINGUISHMENT OF DEBT (Details 1) - USD ($)	1 Months Ended	12 Months Ended
LOSS ON EXTINGUISHMENT OF DEBT (Details 1) - USD ($)	Sep. 30, 2022	Jun. 30, 2024	Jun. 30, 2023
Loss on extinguishment of debt		$ (21,141)	$ (516,987)
Warrant [Member]
Value of warrants issued	$ 186,972
Write-off of unamortized debt discount	317,953
Loss on extinguishment of debt	$ 504,925

LOSS ON EXTINGUISHMENT OF DEBT (Details 2) - USD ($)	12 Months Ended
LOSS ON EXTINGUISHMENT OF DEBT (Details 2) - USD ($)	Jun. 30, 2024	Jun. 30, 2023
LOSS ON EXTINGUISHMENT OF DEBT
Loss on extinguishment of debt related to note conversions		$ 12,062
Loss on debt settlement	$ 21,141	516,987
Loss on extinguishment of debt related to debt modification		$ 504,925

LOSS ON EXTINGUISHMENT OF DEBT (Details Narrative) - USD ($)	12 Months Ended
	Jun. 30, 2024	Sep. 30, 2022
Number of warrant issued		138,667
Exercise price of issued warrant		$ 1.35
Loss on the conversion of convertible note	$ 21,141
Loss on the conversion of convertible note	$ 12,062
Common Stock Warrants [Member]
Number of warrant issued		138,667
Exercise price of issued warrant		$ 1.35

INCOME TAXES (Details)	12 Months Ended
INCOME TAXES (Details)	Jun. 30, 2024	Jun. 30, 2023
INCOME TAXES
Statutory federal rate	(21.00%)	(21.00%)
State income tax rate, net of federal benefit	(3.60%)	(3.60%)
Permanent differences, including stock-based compensation	8.60%	8.60%
Change in valuation allowance	16.00%	16.00%
Effective tax rate	0.00%	0.00%

INCOME TAXES (Details 1) - USD ($)	Jun. 30, 2024	Jun. 30, 2023
INCOME TAXES
Tax benefit of net operating loss carry forward	$ 8,416,000	$ 8,119,000
Intangible	0	0
Total deferred tax assets	8,416,000	8,119,000
Less: valuation allowance	(8,416,000)	(8,119,000)
Net deferred tax assets	$ 0	$ 0

INCOME TAXES (Details Narrative) - USD ($)	12 Months Ended
INCOME TAXES (Details Narrative) - USD ($)	Jun. 30, 2024	Jun. 30, 2023
INCOME TAXES
Income tax provision	$ 0	$ 0
Net operating loss carryforwards	$ 40,600,000
Net operating loss carryforwards expiration date	expire through fiscal years ending 2040
Defered tax assets valuation allowance	$ 8,416,000	$ 8,119,000
Increase (decrease) in deferred tax assets	$ 297,000

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)	12 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Due to officer	$ 182,633	$ 99,578
Mr. Lucky [Member]
Related party transaction expenses	$ 1,341

ACCRUED COMPENSATION (Details) - USD ($)	Jun. 30, 2024	Jun. 30, 2023
Accrued Payroll	$ 1,986,279	$ 1,371,879
Officer [Member]
Accrued Payroll	1,140,246	900,846
Staff [Member]
Accrued Payroll	$ 846,033	$ 471,033

COMMITMENTS AND CONTINGENCIES (Details Narrative)	12 Months Ended
COMMITMENTS AND CONTINGENCIES (Details Narrative)	Jun. 30, 2024
License Agreements [Member]
Description of Provision for a royalty	includes a provision for a royalty payment on revenues collected of 6%.

FAIR VALUE MEASUREMENT (Details) - USD ($)	Jun. 30, 2024	Jun. 30, 2023
Level 3
Derivative liability	$ 41,566	$ 80,707
Level 3 \| Convertible Notes
Derivative liability	41,566	80,707
Level 3 \| Warrant [Member]
Derivative liability	0	0
Level 1
Derivative liability	0	0
Level 1 \| Convertible Notes
Derivative liability	0	0
Level 1 \| Warrant [Member]
Derivative liability	0	0
Level 2
Derivative liability	0	0
Level 2 \| Convertible Notes
Derivative liability	0	0
Level 2 \| Warrant [Member]
Derivative liability	$ 0	$ 0

SUBSEQUENT EVENTS (Details)	Sep. 30, 2024 USD ($)
SUBSEQUENT EVENTS
Accrued interest payable	$ 363,500
Convertible notes payable	361,559
Total	$ 725,059

SUBSEQUENT EVENTS (Details Narrative) - USD ($)	1 Months Ended
SUBSEQUENT EVENTS (Details Narrative) - USD ($)	Aug. 31, 2024	Jun. 30, 2024	Jun. 30, 2023
Common stock, par value per share		$ 0.0001	$ 0.0001
Subsequent Event [Member]
Debt	$ 787,272
Subsequent Event [Member] \| Level 2
Common stock, vested, shares	10,691,000
Accrued interest	$ 43,152
Common stock, shares vested, average price per share	$ 0.0042
Directors and Officers [Member] \| Subsequent Event [Member]
Common stock, vested, shares	12,500,000
Common stock, par value per share	$ 0.0001
Common stock, vested, amount	$ 52,500
Common stock, shares vested, average price per share	$ 0.0042
Consultants Restricted Stock[Member] \| Subsequent Event [Member]
Common stock, vested, shares	2,350,000
Common stock, par value per share	$ 0.0001
Common stock, vested, amount	$ 10,670
Common stock, shares vested, average price per share	$ 0.0045

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VISM Visium Technologies Inc (PK)