UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

For the fiscal year ended June 30, 2026

or

For the transition period from ___________ to ___________

Commission file number 000-25753

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:

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

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

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐     No ☒

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

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

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

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

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

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act by the registered public accounting firm that prepared or issued its audit report. ☐

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, as of December 31, 2025, of common stock held by non-affiliates of the registrant was $1,532,906, at a share price of $0.0058 on that date. For this purpose, executive officers and directors of the registrant are considered affiliates.

The number of the registrant’s shares of Common Stock outstanding as of October 13, 2026: 1,269,509,667

DOCUMENTS INCORPORATED BY REFERENCE: None.

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.

CAUTIONARY STATEMENT REGARDING 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, Item 1A. 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.

2026 ANNUAL REPORT ON FORM 10-K

Table of Contents

Part I

Item 1. Business

Overview

Visium Technologies, Inc. (“Visium,” the “Company,” “we,” “us,” or “our”) is a technology company focused on the development, commercialization, and delivery of artificial intelligence (“AI”), cybersecurity, data intelligence, analytics, and automation solutions, together with related information technology (“IT”) infrastructure and professional services. Our strategy is centered on developing and commercializing technology platforms that enable organizations to collect, integrate, visualize, analyze, and act upon complex data in real time.

Visium’s technology portfolio is designed to address the increasing volume, complexity, and interconnected nature of data generated by modern enterprises, IT environments, operational technology (“OT”) systems, physical security infrastructure, and other connected environments. Our solutions are intended to help organizations improve situational awareness, identify relationships and patterns within large and disparate data sets, enhance cybersecurity operations, automate selected processes, and support more informed and timely decision-making.

The Company is pursuing a technology-focused business model in which proprietary software platforms and applications are complemented by strategic technology partnerships, third-party integrations, software licensing, recurring subscription models, and professional services.

Our principal technology platform is TruContext™, an AI-enabled cybersecurity and data intelligence platform that combines data ingestion, graph-based analytics, visualization, threat intelligence, threat hunting, forensic analysis, root cause analysis, data modeling, and automation. The platform is commercially available and is being marketed through direct and partner-led channels. The Company did not generate any revenue from TruContext™ or any other product or service during the fiscal years ended June 30, 2026 or 2025.

In addition to TruContext™, the Company’s broader technology portfolio includes TruClaw™, a governance and risk management solution designed to address emerging risks associated with agentic AI and autonomous AI systems; Tru-Insight™, an AI-driven video and visual intelligence solution designed to transform camera and video networks into sources of actionable intelligence; and ELI™, an intelligent video surveillance and analytics solution. These technologies are being developed and positioned as components of the Company’s broader Visium Analytics strategy.

Our Strategic Direction

Visium is focused on building a portfolio of complementary AI and cybersecurity technologies that can be commercialized independently and, where appropriate, integrated to provide broader enterprise capabilities. Our objective is to enable customers to move from fragmented and siloed technology environments toward more connected, contextualized, and actionable intelligence.

Our strategy is focused on four principal areas:

TruContext™

TruContext™ is the Company’s principal cybersecurity and data intelligence platform. The platform is designed to provide organizations with a contextualized view of complex and highly interconnected data generated across cybersecurity, IT, OT, network, infrastructure, and other enterprise environments. TruContext™ is designed to ingest and correlate data from multiple sources and to represent relationships among data elements through graph-based data modeling and analytics.

A central capability of TruContext™ is its ability to provide visualization and analysis of highly connected data. The platform incorporates a graph-oriented approach to data analysis that is intended to facilitate the identification and examination of relationships among interconnected entities. TruContext™ also incorporates a user interface designed to allow analysts to combine, layer, filter, and query data without requiring extensive programming or specialized database expertise.

The Company owns the TruContext™ platform outright through its wholly-owned subsidiary, Visium Analytics, LLC. The Company’s prior license agreements with The MITRE Corporation and George Mason Research Foundation, Inc. are no longer in force.

The Company has also entered into a contract with Cybastion, dated November 30, 2023, under which Visium is to provide data center architecture and design services and a comprehensive security stack incorporating the TruContext™ platform for projects in Côte d’Ivoire and Benin. As of June 30, 2026, no services had been performed and no revenue had been recognized under this contract.

Employees and Facilities

At October 13, 2026, we had two full-time employees. Our principal office is 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 OTCID Quotation System under the symbol “VISM”. The last reported sales price of our common stock on the OTC ID Quotation System (“OTCID”) on October 9, 2026, was $0.0007.

Available Information

We file annual, quarterly and current reports and other information with the SEC. The SEC maintains an internet website at www.sec.gov that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. Our website address is www.visiumtechnologies.com. Information on, or accessible through, our website is not incorporated by reference into this Annual Report.

Recent Developments

On June 8, 2026, the Company and ConnexUS AI Inc. entered into a Mutual Release, Settlement and Termination Agreement terminating the previously announced non-binding letter of intent and related agreements contemplating the acquisition of ConnexUS AI Inc. The Company recognized a charge of $199,115 representing amounts advanced in connection with the terminated transaction. No ownership interest in ConnexUS AI or its intellectual property was retained.

In April 2026, the Company completed a series of debt-reduction and capital-structure transactions, including the issuance of 1,444,859 shares of Series D Convertible Preferred Stock in exchange for $1,014,000 of promissory-note principal, $67,500 of convertible-note principal, and $363,359 of amounts due to an officer and two former directors. Related accrued interest of $279,230 was separately forgiven and was not consideration for the Series D shares. The Company also issued 40,000,000 shares of common stock in settlement of $2,834,819 of accrued compensation and related obligations. Subsequent to year-end, on September 21, 2026, the Company issued an additional 35,000 shares of Series D Convertible Preferred Stock in exchange for four convertible notes payable (see Note 16 – Subsequent Events).

In August 2026, the Company sold 120,000,000 shares of common stock to PT Smart Green Technologies, an affiliate of the Company by virtue of its ownership interest, at $0.0009 per share for proceeds of $108,000. Following this purchase, PT Smart Green Technologies holds 620,000,000 shares of common stock (approximately 48.8% of the outstanding common stock) and three of the four outstanding shares of Series AA Convertible Preferred Stock (see Note 16 – Subsequent Events and Item 12).

On September 11, 2026, the Company filed a Current Report on Form 8-K/A correcting its Current Report on Form 8-K filed April 16, 2026, which had incorrectly stated that shares of Series G Governing Preferred Stock had been issued; no such shares were ever issued. On the same date, the Company filed Articles of Amendment deleting the Series G Governing Preferred Stock designation in its entirety (see Note 7 and Note 16).

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 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. For the year ended June 30, 2026, we generated net income of $856,102, due primarily to a non-cash, non-recurring gain on extinguishment of debt; however, we used net cash in operating activities of $913,888 and had a working capital deficit of $1,951,292. These factors raise substantial doubt about our ability to continue as a going concern for a period of one year from the date of issuance of the accompanying financial statements. Our financial statements do not include any adjustments that might result from the outcome of this uncertainty. See Note 1 to the consolidated financial statements.

Management’s plans to address these conditions include the continued issuance of equity and debt securities. As of the date of this Annual Report, the Company has no committed sources of financing. There can be no assurance that additional capital will be available on acceptable terms, or at all. If we are unable to raise sufficient capital, we may be required to curtail or cease operations.

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

Our future performance largely depends 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 $1.95 million as of June 30, 2026. This deficit consists of $30,252 in current assets, offset by $1,981,544 in current liabilities. In addition, we had negative cash flow from operations for the year ended June 30, 2026, of approximately $913,888. 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 officers and certain service providers who assist us in meeting our reporting obligations under the Exchange Act. 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.

We had $108,009 in convertible notes payable outstanding as of June 30, 2026, with accrued interest of $108,678 (see Note 4). We had promissory notes payable with a face amount of $144,600 ($122,589 net of $22,011 of unamortized discount), with $16,438 of related accrued interest, as of June 30, 2026 (see Note 5). See Note 16 – Subsequent Events for developments after June 30, 2026 affecting certain of these notes.

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.

We have not filed corporate income tax returns since fiscal 2008, which could expose us to penalties, interest, and other enforcement action.

The Company has not filed federal or state corporate income tax returns for any fiscal year beginning with the fiscal year ended June 30, 2008. This failure may result in the assessment of penalties and interest, potential disallowance or limitation of net operating loss carryforwards, and examination by taxing authorities for all open years. We have not recorded an accrual for potential penalties or interest because we are currently unable to reasonably estimate the amount of any such exposure. When historical returns are filed, they will remain subject to examination for at least three years after the filing date. See Note 11 to the consolidated financial statements.

In addition, the $2,923,004 gain on extinguishment of debt recognized in fiscal 2026 may constitute cancellation-of-indebtedness income for federal income tax purposes. To the extent that income is excluded from taxable income under Section 108 of the Internal Revenue Code, our net operating loss carryforwards and other tax attributes would be reduced. See Note 11 to the consolidated financial statements.

We have a history of entering into non-binding letters of intent and other proposed transactions that have not been consummated, and investors should not place undue reliance on the announcement of future transactions.

We have, from time to time, entered into non-binding letters of intent and pursued other proposed acquisitions, business combinations, and strategic transactions that were ultimately terminated prior to closing, including our proposed acquisition of ConnexUS AI Inc., which was terminated in June 2026 after we had advanced funds and incurred costs in connection with the proposed transaction. We may continue to announce proposed transactions in the future that do not result in the consummation of a definitive agreement or closing. Investors should not place undue reliance on our announcements of proposed transactions, and our pursuit of such transactions may divert management attention and Company resources without a corresponding benefit if the transactions are not completed.

A substantial portion of our fiscal 2026 results depended on non-recurring gains from debt-extinguishment transactions.

During fiscal 2026, the Company recognized an aggregate gain on extinguishment of debt of $2,923,004, consisting of $1,248,079 from the settlement of accrued compensation and consulting fees owed to non-affiliated employees and consultants with common stock, $1,626,318 from the April 2026 exchanges of debt and former-director advances for Series D Convertible Preferred Stock (including $279,230 of separately forgiven accrued interest and net of a $10,013 write-off of unamortized debt discount), and $48,607 from cash settlements of a note payable and vendor payables at a discount (see Note 9). Without this gain, we would have reported a net loss of $2,059,370 for the year ended June 30, 2026 rather than net income of $856,102. These gains are non-recurring; we do not expect to recognize gains of this magnitude in future periods, and our results of operations going forward will more directly reflect our ongoing operating losses.

Management's fair value measurement of the Series D Convertible Preferred Stock issued in exchange for debt involved significant judgment and is subject to revision.

In April 2026, we issued 1,444,859 shares of Series D Convertible Preferred Stock in exchange for outstanding debt and related-party obligations. Because the Series D Convertible Preferred Stock does not trade in an active market, management estimated its fair value ($0.058 per share, or $83,802 in the aggregate) using a conversion-parity methodology based on the volume-weighted average price of our common stock and the Series D's fixed conversion ratio, without a separately measured adjustment for the Series D's cumulative dividend, liquidation preference, anti-dilution, or redemption features. Management has classified this measurement within Level 3 of the fair value hierarchy. This valuation is inherently judgmental, is sensitive to the trading price of our thinly-traded common stock, and could be challenged by our auditors, the SEC, or in litigation. A different valuation conclusion, including one that assigned separate value to the Series D's preferences, could have resulted in materially different amounts for the mezzanine equity carrying value, additional paid-in capital, and the $1,626,318 gain on extinguishment recognized in connection with these transactions, and any future revision could require us to restate our financial statements. We used the same conversion-parity methodology to estimate the fair value of the 35,000 shares of Series D Convertible Preferred Stock issued on September 21, 2026 in exchange for convertible notes, and we expect to recognize an estimated gain on extinguishment of debt of approximately $91,636 in the quarter ending September 30, 2026 in connection with that exchange; that estimate is subject to the same uncertainty (see Note 16 – Subsequent Events).

We have experienced significant, recent turnover in our Board of Directors and executive officers, which could adversely affect our business.

During fiscal 2026, we experienced substantial changes in our Board of Directors and executive management, including the resignations of two independent directors in April 2026, the appointment of a new Chairman and Chief Executive Officer and a new Chief Operating Officer/Chief Technology Officer later that same month, and the subsequent resignation of that Chief Operating Officer/Chief Technology Officer in June 2026 upon termination of a proposed acquisition. Our current Chief Executive Officer has served in that role only since April 2026. This level of turnover in a short period increases the risk of disruption to our operations, strategy, and internal controls, and there can be no assurance that our current leadership will remain in place or that future transitions will not occur.

Economic conditions may affect our ability to obtain financing.

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

Risks Related to Our Corporate Structure and Ownership of Our Securities

A small number of holders control a majority of our voting power through a class of preferred stock carrying disproportionate voting rights.

At June 30, 2026, four shares of Series AA Convertible Preferred Stock were outstanding. The Series AA Convertible Preferred Stock, voting as a class, is entitled in the aggregate to 51% of the votes on any matter submitted to a shareholder vote, regardless of the number of shares of common stock outstanding. As of October 13, 2026, PT Smart Green Technologies, an affiliate of the Company by virtue of its ownership interest, held three of the four outstanding Series AA Convertible Preferred Stock shares and beneficially owned 620,000,000 shares of our common stock (approximately 48.8% of the shares outstanding), including 120,000,000 shares purchased in August 2026 (see Note 16 – Subsequent Events). As a result, PT Smart Green Technologies controls a substantial majority of our aggregate voting power and can control the outcome of matters submitted to a shareholder vote, including the election of directors, amendments to our charter documents, and approval of mergers and other significant corporate transactions, without regard to the votes of other common shareholders. This concentration of voting power may discourage, delay, or prevent a change in control of the Company that other shareholders may consider favorable, and may reduce the influence that holders of our common stock would otherwise have over matters submitted to a shareholder vote.

Our largest shareholder is a foreign company, and investments in us by foreign persons may be subject to review by the Committee on Foreign Investment in the United States.

PT Smart Green Technologies, an Indonesian company controlled by Dr. Niclas Adler, owns approximately 48.8% of our outstanding common stock and three of the four outstanding shares of our Series AA Convertible Preferred Stock. Because we are a U.S. business engaged in cybersecurity technology, investments in the Company by foreign persons may be subject to review by the Committee on Foreign Investment in the United States (“CFIUS”), which has authority to review, and in some cases to require mitigation of or to unwind, transactions by which a foreign person acquires control of, or certain rights in, a U.S. business. Dr. Adler is not a U.S. national, and no filing has been made with CFIUS with respect to PT Smart Green Technologies’ investments in the Company. A CFIUS review, or the imposition of mitigation measures, could delay or prevent future financings or strategic transactions, limit the rights of PT Smart Green Technologies, or otherwise adversely affect us and the market for our common stock.

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 October 13, 2026, our executive officers and directors beneficially owned 119,686,562 shares of Common Stock, or approximately 9.4% of our outstanding Common Stock. In addition, our Chief Financial Officer owned one of the four outstanding Series AA Convertible Preferred Stock shares. Because the Series AA Preferred Stock is entitled, as a class, to 51% of the votes on matters submitted to stockholders, our executive officers and directors controlled approximately 17.4% of total voting power. PT Smart Green Technologies, which held the other three Series AA shares and 620,000,000 Common Stock shares, controlled approximately 62.2% of total voting power. Accordingly, PT Smart Green Technologies can significantly affect the outcome of corporate actions and decisions, including the election of directors, amendments to charter documents, and approval of mergers and other significant corporate transactions.

Our Series D Convertible Preferred Stock, and any additional preferred stock we may issue, could result in substantial dilution to holders of our common stock.

As of June 30, 2026, 1,444,859 shares of Series D Convertible Preferred Stock were outstanding. Each share is convertible at a fixed conversion price of $0.05 per share of common stock, resulting in the potential issuance of approximately 28,897,180 shares of common stock before giving effect to accrued dividends. The Series D carries a 3% cumulative dividend that may be settled in additional shares of Series D Preferred Stock at the Company’s option. Accrued but undeclared dividends totaled $8,907 as of June 30, 2026. On September 21, 2026, we issued an additional 35,000 shares of Series D Convertible Preferred Stock in exchange for four convertible notes payable, increasing the number of Series D shares outstanding to 1,479,859 and the number of shares of common stock issuable upon their conversion to approximately 29,597,180, before giving effect to accrued dividends (see Note 16 – Subsequent Events). The conversion price is subject to broad-based weighted-average anti-dilution adjustment. Any future issuance of equity at a price below $0.05 per share will reduce the conversion price and increase the number of common shares issuable upon conversion. In addition, the Company has authorized blank-check preferred stock that the Board may designate and issue without further shareholder approval.

On September 11, 2026, the Board approved a 1-for-1,500 reverse split of our common stock and a reduction of authorized common stock to 2,000,000 shares. The approval is outstanding and pending effectiveness. It has not been executed. Share counts in this Annual Report are pre-split. A reverse split of this magnitude would materially reduce the number of outstanding shares and could adversely affect the liquidity of our common stock.

Our common stock is quoted in the over the counter market on the OTC ID Quotation System (“OTCID”).

Our common stock is quoted on the OTCID. The requirements for quotation on the OTCID are considerably lower and less regulated than those of the OTCQX or OTCQB markets or a national securities exchange. See also the penny stock risk factor below.

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.

Developments in our industry or target markets.

General market conditions including factors unrelated to our operating performance.

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 material weaknesses in our internal control over financial reporting, and our disclosure controls and procedures were not effective.

As of June 30, 2026, our management concluded that our internal control over financial reporting and our disclosure controls and procedures were not effective because of the material weaknesses described in Item 9A, including the absence of formal written policies and procedures, the absence of independent directors and an independent audit committee, inadequate segregation of duties, and deficiencies in controls over the review of reported equity issuances. These material weaknesses could adversely affect our ability to report our results of operations and financial condition accurately and on a timely basis or to prevent or detect fraud, and could cause current and potential stockholders to lose confidence in our financial reporting. Management and the Board of Directors have approved the remediation plan described in Item 9A; however, there can be no assurance that the plan will be completed on the contemplated timeline, that it will remediate the material weaknesses, or that additional material weaknesses will not be identified in the future.

Our debt and equity extinguishment transactions are numerous, individually negotiated, and complex, and errors in accounting for them may not be prevented or detected on a timely basis.

During fiscal 2026 we completed a large number of individually negotiated debt-for-equity exchanges, cash settlements at a discount, and warrant cancellations, each requiring separate analysis under ASC 470-50, ASC 405-20, and related guidance, and each affecting our gain on extinguishment of debt, additional paid-in capital, and earnings per share in different ways depending on whether a counterparty was a related party. This complexity, combined with the material weakness described above, increases the risk that individual transactions could be misstated, omitted, or misclassified in our financial statements, and that such errors may not be prevented or detected in a timely manner. If such errors are later identified, we could be required to restate previously issued financial statements.

Our Chief Financial Officer, who prepares and signs our periodic reports, is also a related party to several of the transactions those reports describe.

Mr. Mark Lucky, our Chief Financial Officer, is a holder of Series AA Convertible Preferred Stock and Series D Convertible Preferred Stock, a beneficial owner of Common Stock, and a counterparty to the related-party advances, equitization, and Series D exchange transactions described in Note 12 and Item 13. Because Mr. Lucky is also responsible for preparing and certifying our financial statements and Exchange Act reports, this dual role could create an actual or perceived conflict of interest in the identification, review, and disclosure of related-party transactions, and there can be no assurance that this arrangement will not adversely affect the reliability of our financial reporting until the segregation-of-duties remediation described above is completed.

Cybersecurity Risks

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, any insurance coverage we maintain may be inadequate to cover claims, costs, and liabilities relating to cybersecurity incidents.

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.

Our business strategy includes providing data center design services in emerging markets, including Côte d’Ivoire and Benin in West Africa under our contract with Cybastion, and may involve expanding or developing our business in other emerging market regions. To the extent we conduct business internationally, we are exposed to various risks of international operations, including:

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.

Item 1B. Unresolved Staff Comments.

Not applicable.

Item 1C. Cybersecurity

Risk Management and Strategy

Governance

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 $564/year.

Item 3. Legal Proceedings.

We are not currently party to, and none of our property is subject to, any material pending legal proceeding. To the knowledge of management, no material legal proceeding is threatened against us or our officers or directors in their capacities as such.

Item 4. Mine Safety Disclosures.

Not applicable.

PART II

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

The Company filed a Notification of Late Filing on Form 12b-25 on September 29, 2026. This Annual Report is filed within the Rule 12b-25 extension period, which runs through October 13, 2026. On September 11, 2026, the Board of Directors approved a 1-for-1,500 reverse split of the Company's common stock and a reduction of the number of authorized shares of common stock to 2,000,000. The reverse split has not been effected, and all share counts, per-share amounts, and conversion disclosures in this Annual Report are presented on a pre-split basis. See Note 16 to the consolidated financial statements. The conversion ratios of the Series A, Series B and Series D Convertible Preferred Stock will be adjusted proportionately to reflect the reverse split.

Our common shares are quoted on the OTC ID Quotation System (“OTCID”) 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: Such over-the-counter market quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission, and may not necessarily represent actual transactions.

Fiscal Year Ended June 30, 2026

Fiscal Year Ended June 30, 2025

Stockholders

As of October 13, 2026, there were approximately 11,000 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

Unregistered sales of equity securities (Item 701 of Regulation S-K).

During the fiscal year ended June 30, 2026, we issued the unregistered securities described below. No underwriter participated, and we made no general solicitation. The securities were issued as restricted securities.

The 170,089,806 shares of Common Stock issued upon conversion of convertible notes (aggregate principal, accrued interest and fees converted of $317,035; see Note 4) were issued in reliance on Section 3(a)(9) of the Securities Act. The 500,000,000 shares of Common Stock and three shares of Series AA Convertible Preferred Stock sold to PT Smart Green Technologies for $375,000 and $300,000, respectively, and the 120,000,000 shares of Common Stock sold to PT Smart Green Technologies in August 2026 for $108,000, were sold in reliance on Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D. The 68,250,000 shares of Common Stock issued to directors, officers, an employee and consultants for services (aggregate grant-date fair value of $352,150; see Note 8), the 40,000,000 shares of Common Stock issued in settlement of $2,834,819 of accrued compensation and consulting obligations (aggregate fair value of $132,000; see Note 13), and the 2,625,000 commitment shares issued in connection with note financings (aggregate fair value of $18,788, recorded as debt discount and fully recognized during fiscal 2026; see Note 5) were issued in reliance on Section 4(a)(2) of the Securities Act; none of the shares issued for services was issued under a stockholder-approved equity compensation plan. The 1,444,859 shares of Series D Convertible Preferred Stock issued in April 2026 and the 35,000 shares issued on September 21, 2026 in exchange for outstanding indebtedness and amounts due (see Note 7 and Note 16) were issued in reliance on Section 3(a)(9) of the Securities Act and, to the extent that exemption was unavailable, Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D; each holder represented that it was an accredited investor or otherwise capable of evaluating the merits and risks of the investment and acquired the shares for investment, and the shares and the common stock issuable on their conversion are restricted securities.

The Company believes that each of the foregoing transactions was exempt from the registration requirements of the Securities Act pursuant to the exemptions identified above. The securities issued in these transactions were issued without registration under the Securities Act and were subject to applicable restrictions on transfer.

Subsequent Issuances

Subsequent to June 30, 2026, the Company completed the following issuances:

Issuer Purchases of Equity Securities

Neither the Company nor any affiliated purchaser purchased any shares of the Company’s equity securities during the fourth quarter of fiscal 2026.

Item 6. [Reserved]

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

The following discussion and analysis should be read in conjunction with our financial statements and the related notes thereto. The management’s discussion and analysis contain forward-looking statements, such as statements of our plans, objectives, expectations, and intentions. Any statements that are not statements of historical fact are forward-looking statements. When used, the words “believe,” “plan,” “intend,” “anticipate,” “target,” “estimate,” “expect” and the like, and/or future tense or conditional constructions (“will,” “may,” “could,” “should,” etc.), or similar expressions, identify certain of these forward-looking statements. These forward-looking statements are subject to risks and uncertainties, including those under “Risk Factors,” which appear elsewhere in this Annual Report, that could cause actual results or events to differ materially from those expressed or implied by such forward-looking statements. Our actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of several factors. Except as required by applicable law, we undertake no obligation to update forward-looking statements to reflect events or circumstances occurring after the date of this Annual Report.

Overview

In April 2026, Paul R. Taylor was named Chairman and CEO. Prior to that and since February 2018, Mark Lucky served as Chairman and CEO. Mr. Lucky currently serves as CFO. Since February 2018, the Company has focused on creating a cybersecurity and digital risk management company, with a focus on artificial intelligence, network security, threat visualization, and big-data analytics. Visium has developed a proprietary data analytics platform called TruContext™ that provides advanced analytics for cybersecurity situational awareness.

Results of Operations

For the year ended June 30, 2026, selling, general and administrative expenses were $1,364,165 as compared to $1,649,817 for the year ended June 30, 2025, a decrease of $285,652 or approximately 17.3%. The decrease was primarily due to decreases in salaries, legal and professional fees, and stock-based consulting expense. Development expense was $0 for fiscal 2026, compared with $325 for fiscal 2025.

Interest expense increased to $765,013 during fiscal 2026 from $463,424 in fiscal 2025, primarily due to interest on delinquent notes and convertible notes payable and amortization of debt discount.

During the year ended June 30, 2026, the Company recorded a gain on extinguishment of debt of $2,923,004, primarily from the settlement of accrued compensation with common stock, the exchange of debt and former-director advances for Series D Convertible Preferred Stock recorded at its fair value, the separate forgiveness of related accrued interest, and negotiated cash settlements of debt at a discount. The Company also recorded a loss of $199,115 on the terminated ConnexUS AI strategic acquisition initiative and a loss of $10,000 on the write-off of an advance paid in connection with a proposed financing that did not close (see Note 10).

Net income for the year ended June 30, 2026 was $856,102, compared to a net loss of $1,341,979 for the year ended June 30, 2025.

For the years ended June 30, 2026 and 2025 selling, general and administrative expenses consisted of the following:

The decrease in selling, general and administrative expenses during fiscal 2026, when compared with the prior year, is primarily due to a decrease in salaries of $66,704 due to lower headcount, a decrease in legal and professional fees of $150,108, a decrease in stock based consulting expense of $50,110, and a decrease in accounting expense of $12,016, offset by an increase in consulting fees of $5,000 and an increase in stock based compensation of $18,000.

Change in Fair Value of Derivative Liability

The gain on change in fair value of derivative liabilities of $271,391 in fiscal 2026 (compared with $33,761 in fiscal 2025) consists of $263,586 from the derecognition, upon conversion or repayment of the related notes, of derivative liabilities initially recognized during the year and $7,805 from the remeasurement of the derivative liability outstanding at June 30, 2025. The initial fair value of the derivative liabilities recognized during the year ($263,586) was recorded as debt discount and amortized to interest expense.

Interest Income

The Company did not record interest income during the year ended June 30, 2026, compared to $12,767 for the year ended June 30, 2025. The prior year interest income was associated with the Employee Retention Credit (ERC) payment received from the IRS.

Gain (loss) on extinguishment of debt

During the year ended June 30, 2026, the Company recorded a gain on extinguishment of debt of $2,923,004. For the year ended June 30, 2026, the gain on extinguishment of debt was:

In the prior year ended June 30, 2025, the Company obtained a legal opinion to extinguish aged debt totaling $725,059. Each of the individual debt instruments were determined to be beyond the statute of limitations and it was determined that the Company has a complete defense to liability related to this debt under the applicable statute of limitations. For the year ended June 30, 2025, the gain on extinguishment of debt was:

Liquidity and Capital Resources

At June 30, 2026, we had cash of $22,212 and total current assets of $30,252, compared with current liabilities of $1,981,544, resulting in a working capital deficit of $1,951,292. We used $913,888 of cash in operating activities during the year ended June 30, 2026.

Management estimates that the Company requires approximately $50,000 to $70,000 per month to maintain its status as a reporting company and to fund minimal operations. This estimate consists primarily of salaries, which have been only partially paid with the balance accrued, and professional services, including audit, legal, transfer agent, EDGAR and XBRL services, and dues and subscriptions. It assumes the continued partial deferral of salaries; if salaries under the Company’s executive employment agreements were paid in full, the Company’s monthly cash requirements would be substantially higher. As of the date of this Annual Report, the Company has no committed financing sources. Continued operations are dependent upon the Company’s ability to raise additional equity or debt capital on acceptable terms. There can be no assurance that such capital will be available.

Dilution / Liquidity

The following table summarizes the potential dilutive effect of our outstanding convertible preferred stock and convertible notes as of October 13, 2026, the filing date of this Annual Report, on an as-converted basis. The table does not give effect to future anti-dilution adjustments, additional payment-in-kind (“PIK”) dividends on the Series D Convertible Preferred Stock, or issuances of blank-check preferred stock, and it is not a weighted-average earnings-per-share denominator.

The convertible notes payable row reflects the convertible notes that remained outstanding after four notes were exchanged for Series D Convertible Preferred Stock on September 21, 2026. All convertible notes outstanding at June 30, 2026 were convertible into approximately 1,783 shares of common stock (see Note 4).

(1) All capitalization amounts and potential shares in this table are as of October 13, 2026. Potential shares reflect the terms and outstanding securities disclosed in this Annual Report and are not a weighted-average EPS denominator.

The 1,320.2 million potential common-share count above exceeds the 1,269.5 million shares of common stock currently outstanding by approximately 50.7 million shares, or approximately 4.0%, before giving effect to future financings, additional PIK dividends on the Series D Preferred Stock, or anti-dilution adjustments. The Series D conversion price is subject to broad-based weighted-average anti-dilution protection. Any future issuance of common stock or securities convertible into common stock at a price below $0.05 per share will reduce the Series D conversion price and increase the number of common shares issuable upon conversion. The Series AA Convertible Preferred Stock carries voting rights equal to 51% of the total votes on any matter submitted to stockholders, regardless of the number of shares of common stock outstanding. Combined with the 620,000,000 shares of common stock beneficially owned by PT Smart Green Technologies, voting control remains highly concentrated. The Board of Directors retains the authority to fix the number of authorized shares of Series E Convertible Preferred Stock and to issue such shares without further stockholder approval. Management expects that near-term capital raises will be effected primarily through the issuance of equity or equity-linked securities, which would further increase the potential common-share count.

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

We were unable to generate sufficient funds from operations to fund our ongoing operating requirements through June 30, 2026. We may need to raise funds to enhance our working capital and use them for strategic purposes. If such need arises, we intend to generate proceeds from either debt or equity financing.

Going Concern

The accompanying financial statements have been prepared on a going-concern basis. The conditions described above raise substantial doubt about the Company’s ability to continue as a going concern for a period of one year from the date of issuance of these financial statements. Management’s plans include the continued issuance of equity and debt securities. The outcome of these matters cannot be predicted at this time, and there are no assurances that, if achieved, the Company will have sufficient funds to execute its business plan or generate positive operating results. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. The Company has used net cash in its operating activities of $913,888 and $411,177 during the years ended June 30, 2026 and 2025, respectively, and has a working capital deficit of approximately $1.95 million and $5.8 million at June 30 2026 and 2025, respectively. The Company’s ability to continue as a going concern is dependent upon its ability to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due, and to generate profitable operations in the future. Management plans may continue to provide for its capital requirements by issuing additional equity securities and debt.

Cash Flows

Year ended June 30, 2026

During fiscal 2026, the Company’s primary source of liquidity was financing activities. Net cash used in operating activities was $913,888, compared with $411,177 in fiscal 2025, an increase of $502,711, or 122.3%, reflecting, among other things, $121,793 of interest paid (compared with $20,016 in fiscal 2025) and $199,115 advanced to ConnexUS AI Inc. in connection with the terminated acquisition (see Note 10). Net cash provided by financing activities was $875,956, compared with $462,865 in fiscal 2025. The Company had no investing activities in either year. Cash decreased by $37,932 in fiscal 2026, compared with an increase of $51,688 in fiscal 2025.

Financing cash flows in fiscal 2026 consisted of $528,000 of net proceeds from the issuance of promissory notes, $375,000 from the sale of 500,000,000 shares of common stock and $300,000 from the sale of three shares of Series AA Convertible Preferred Stock to PT Smart Green Technologies, and $85,500 of net advances from officers and directors, partially offset by $400,824 of repayments of notes payable and convertible notes payable, $7,720 of debt issuance costs and a $4,000 payment to cancel a warrant.

Year ended June 30, 2025

Net cash used in operations in fiscal year 2025 decreased by $77,142 or 15.8% from fiscal year 2024. Cash from financing activities was obtained through the sale of promissory notes that netted the Company $569,200, and advances from officers and directors of $95,225.

Notes Payable and Convertible Notes Payable

At June 30, 2026, the Company had promissory notes payable with a face amount of $144,600 ($122,589, net of $22,011 of unamortized discount), compared with $991,567 at June 30, 2025, and convertible notes payable of $108,009, compared with $183,873 at June 30, 2025. Accrued interest on promissory notes and convertible notes was $16,438 and $108,678, respectively, at June 30, 2026, and all of these obligations are classified as current liabilities. The reduction in debt during fiscal 2026 reflects the April 2026 exchange of $1,014,000 of promissory-note principal and $67,500 of convertible-note principal for Series D Convertible Preferred Stock (with $279,230 of related accrued interest separately forgiven), the conversion of $131,737 of convertible-note principal and $181,798 of accrued interest into common stock, and cash repayments, partially offset by promissory notes with a face amount of $658,500 issued during the year. On September 21, 2026, four convertible notes with $35,000 of principal and $57,211 of accrued interest were exchanged for 35,000 shares of Series D Convertible Preferred Stock. See Notes 4, 5, 6 and 16 to the consolidated financial statements.

The Company had promissory notes aggregating $122,589, net of unamortized discount of $22,011 (face value of $144,600), at June 30, 2026 and $991,567 at June 30, 2025. During fiscal 2026, the Company extinguished or repaid twenty-nine promissory notes, including notes issued in prior years.

As of April 16, 2026, the outstanding principal balance of the promissory notes totaling $1,014,000 was exchanged for 1,014,000 shares of Series D Convertible Preferred Stock, resulting in a gain on extinguishment of accrued interest of $254,975 and, together with the fair value measurement of the Series D shares issued, a gain on extinguishment of promissory-note principal of $955,188 (see Note 9). See Note 7 – Stockholders’ Deficit for a summary of the terms of the Series D Convertible Preferred Stock, Note 6 – Accrued Interest Payable for the April 2026 issuance, and Note 16 – Subsequent Events for the September 2026 exchange.

Convertible Notes Payable

The Company had $108,009 of convertible notes payable outstanding at June 30, 2026, compared to $183,873 at June 30, 2025. Accrued interest related to convertible notes payable amounted to approximately $108,678 and $247,563 at June 30, 2026 and 2025, respectively. See Note 4 for the debt balances and Note 7 for the potential dilution disclosure.

Common Stock Warrants

In April 2026, all outstanding common stock purchase warrants, exercisable for 5,112,426 shares of common stock in the aggregate and held by Talos Victory Fund, LLC and FirstFire Global Opportunities Fund, were cancelled, the Talos warrant for no consideration and the FirstFire warrant for a $4,000 cash payment that was recorded as a reduction of additional paid-in capital. No warrants were outstanding at June 30, 2026 (see Note 7).

A summary of the status of the Company’s outstanding common stock warrants as of June 30, 2026 and changes during the fiscal year ending on that date is as follows:

Derivative Liability

The Company recognizes derivative financial instruments, including embedded conversion features that require bifurcation, on its balance sheet at fair value. The Company had no derivative liabilities at June 30, 2026, compared with $7,805 at June 30, 2025 (see Note 3).

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

Climate Change

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

Critical Accounting Estimates

The preparation of our consolidated financial statements requires management to make estimates and judgments that affect reported amounts and related disclosures. We consider an estimate critical when it requires assumptions about highly uncertain matters and a reasonably likely change in the estimate could materially affect our financial condition or results of operations. The estimates described below were the most significant in preparing the fiscal 2026 financial statements.

Fair Value of Series D Convertible Preferred Stock and Debt Extinguishments

In April 2026, we issued 1,444,859 shares of Series D Convertible Preferred Stock in debt-for-equity exchanges. Management estimated the fair value at $0.058 per share, or $83,802 in the aggregate, using a conversion-parity methodology based on a $0.0029 eight-trading-day VWAP for the period ended April 14, 2026 (the date the Board adopted the Certificate of Designation; management considers these inputs appropriate for the April 16, 2026 exchange date because the market price of the common stock did not change significantly between April 14 and April 16, 2026) and the initial 20-to-one conversion ratio. The measurement is classified as Level 3 because management assessed the effect of the Series D dividend, liquidation preference, anti-dilution protection, and redemption terms. A $0.001 change in the VWAP input would change the aggregate conversion-parity value by approximately $28,897 and would correspondingly change the gain recognized on the exchanges. See Notes 7, 9 and 15.

Going Concern

Management evaluated whether conditions and events raise substantial doubt about our ability to continue as a going concern for the one-year period following issuance of these financial statements. The evaluation requires judgment about expected operating cash flows, debt maturities, the availability and timing of financing, and the feasibility of management’s plans. The accompanying financial statements include the related going-concern disclosure; they do not include adjustments that could result if the Company is unable to continue as a going concern.

Deferred Tax Assets and Valuation Allowance

Management records deferred tax assets for deductible temporary differences and tax attributes and assesses whether a valuation allowance is needed based on all available evidence. Because of the Company’s cumulative losses, unfiled historical tax returns, and uncertainty as to the realizability and potential limitation of tax attributes, the Company recorded a full valuation allowance against its net deferred tax assets. See Note 11.

Debt, Convertible Instruments and Derivatives

Management evaluates the contractual terms of debt and equity-linked instruments to determine classification, the need for derivative bifurcation, and measurement of discounts and issuance costs. These conclusions require judgment about conversion, anti-dilution, redemption and settlement provisions. See Notes 3, 4, 5 and 7.

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

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

Item 8. Financial Statements and Supplementary Data.

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

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

The changes in the Company’s independent registered public accounting firm during the two most recent fiscal years were previously reported in Current Reports on Form 8-K. No disclosure is required under this Item with respect to changes previously reported.

Item 9A. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended, or the Exchange Act. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of June 30, 2026, our disclosure controls and procedures were not effective in ensuring that material information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, including ensuring that such material information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure. This conclusion reflects the material weaknesses in our internal control over financial reporting described below, including the control deficiency that resulted in our filing a Current Report on Form 8-K on April 16, 2026 that incorrectly reported the issuance of shares of Series G Governing Preferred Stock, which we corrected in a Current Report on Form 8-K/A filed September 11, 2026, and the control deficiency that resulted in our failure to file Current Reports on Form 8-K for the employment agreements with our Chief Financial Officer and our Chief Executive Officer (see Item 9B).

Management Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Exchange Act. Our management assessed the effectiveness of our internal control over financial reporting as of June 30, 2026. In making this assessment, our management used criteria issued by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control – Integrated Framework (2013).

During our assessment of the design and the effectiveness of internal control over financial reporting as of June 30, 2026, management identified the following material weaknesses:

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. A significant deficiency is a deficiency or a combination of deficiencies, in internal control over financial reporting that is less severe than a material weakness, yet important enough to merit attention by those responsible for oversight of the registrant’s financial reporting.

Remediation Plan

Management has developed and the Board of Directors has approved the following remediation plan to address the material weaknesses in internal control over financial reporting identified as of June 30, 2026:

1. Formal Written Policies and Procedures By December 31, 2026, management will adopt and implement formal written policies and procedures covering the key financial reporting processes, including the period-end close, journal-entry initiation and approval, related-party transaction identification and review, equity issuance authorization, account reconciliations, and the authorization and documentation of executive compensation arrangements and equity awards.

2. Segregation of Duties By March 31, 2027, the Company will engage an independent accounting consultant or part-time controller (or equivalent resource) to provide additional personnel capacity and to establish segregation of duties over cash disbursements, account reconciliations, and the financial close process. Until such engagement is completed, the Chief Financial Officer and Chief Executive Officer will continue to perform complementary reviews of significant transactions and reconciliations.

3. Fraud Risk Assessment and Financial Reporting Objectives Commencing with the quarter ending December 31, 2026, and continuing on a quarterly basis thereafter, management will formally document the Company’s financial reporting objectives and will conduct and document a fraud-risk assessment. The results of each assessment will be reviewed with the Board of Directors.

4. Board Oversight The Board of Directors (through its Audit Committee, and upon its reconstitution with independent members) will review the status of the remediation plan at each regularly scheduled Board meeting and will receive a written progress report from management at least quarterly until the material weaknesses are fully remediated.

Management believes these steps, if successfully implemented, will remediate the material weaknesses described above. However, there can be no assurance that the remediation plan will be completed on the contemplated timeline, that the measures will fully remediate the existing material weaknesses, or that additional material weaknesses will not be identified in the future. The effectiveness of the remediation efforts will be assessed and reported in subsequent periodic filings under the Exchange Act.

Changes in Internal Control over Financial Reporting

During the fiscal quarter ended June 30, 2026, both of our independent directors, who constituted the entire membership of our Audit Committee, resigned effective April 7, 2026, and effective April 27, 2026 our Chairman and Chief Executive Officer changed. Since those changes, our Audit Committee has consisted solely of our two executive officers, and we no longer have independent oversight of our financial reporting and internal control over financial reporting. Management considers these changes to have materially affected our internal control over financial reporting. Other than these changes, there was no change in our internal control over financial reporting during the fiscal quarter ended June 30, 2026, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Item 9B. Other Information

Item 5.02(e) of Form 8-K requires a Current Report on Form 8-K to be filed within four business days after a company enters into, or materially amends, a material compensatory plan, contract or arrangement with its principal executive officer, principal financial officer or a named executive officer. The Company did not file Current Reports on Form 8-K to report (i) the Executive Employment Agreement dated March 28, 2026 between the Company and Mark B. Lucky, the Company’s Chief Financial Officer, Principal Financial Officer and Principal Accounting Officer, which the Board of Directors ratified on June 30, 2026, effective as of March 28, 2026 (Exhibit 10.40), or (ii) the Chairman and Chief Executive Officer Agreement dated April 13, 2026 between the Company and Paul R. Taylor, the Company’s Chairman and Chief Executive Officer, as subsequently amended and restated in its entirety (Exhibit 10.41).

The material terms of these agreements are described in Item 11 – Executive Compensation under the caption “Employment Agreements,” which information is incorporated by reference into this Item 9B, and the agreements are filed as Exhibits 10.40 and 10.41 to this Annual Report.

Other than as described above, there was no information required to be disclosed in a report on Form 8-K during the fourth quarter of fiscal 2026 that was not reported.

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

PART III

Item 10. Directors, Executive Officers and Corporate Governance.

The following table sets forth the names, ages and principal position of our executive officers and directors as of June 30, 2026:

(1) Member of the Compensation Committee

(2) Member of the Audit Committee

Mr. Paul R. Taylor, a British citizen, has served as Chairman of the Board of Directors and Chief Executive Officer of Visium Technologies, Inc. (the “Company”) since April 27, 2026. Mr. Taylor has more than three decades of experience in public-company leadership, strategic turnarounds, capital markets, and shareholder activism, with a focus on technology. He began his career in London, where he worked in a commodity banking and trading firm, serving as a market maker between government owned Russian sellers and Chinese municipal buyers of specific products. Following the acquisition of that London firm by Salomon Brothers, Mr. Taylor relocated to New York to continue his career, shifting from commodities toward Nasdaq and OTC capital markets. In 2005, Mr. Taylor founded and managed Hyde Park Advisors.

From 2010 through 2019, Mr. Taylor withdrew from US public-company business to concentrate on alternative investment avenues and real estate-based investments.

Mr. Taylor’s extensive background in capital markets, trading, and investment management positions him to lead the Company’s acquisition schedule and ongoing developments.

Mr. Mark Lucky currently serves as the Company’s Chief Financial Officer, Treasurer and Secretary since February 2018 and as a director, and served as Chairman of the Board and Chief Executive Officer from February 2018 until April 27, 2026. Mr. Lucky has been a certified public accountant (inactive license in California) and has more than 20 years of experience serving as a public company chief financial officer. His professional experience includes working with start-ups, development-stage and mature companies in a wide variety of industries. From May 2014 until February 2018, Mr. Lucky has worked as a consultant to various public and private companies, including Visium Technologies, Inc., Intelligent Living America, Inc. (OTCBB: ILIV), and Ronn Motor Group, Inc. Prior to that, Mr. Lucky served as the CFO for IceWeb Inc. (OTCBB: IWEB) from March 2007 to May 2014. From 2004 to 2005, he served as Vice President of Finance and Administration at Galt Associates, Inc., a Sterling, Virginia informatics/ technology and medical research services company and from 2001 to 2004 he was Vice President of Finance and Administration of MindShare Design, Inc., a San Francisco, California based internet technology company. During his career Mr. Lucky has also been employed by Axys Pharmaceuticals, Inc (NASDAQ: AXPH) a San Francisco, California-based early-stage drug discovery biotech company, PriceWaterhouseCoopers, LLC, COMPASS Management and Leasing, Inc., Mindscape, Inc., The Walt Disney Company, and KPMG. Mr. Lucky formerly served as a member of the board of directors of Intelligent Living America, Inc., VOIS Inc. and HASCO Medical, Inc. Mr. Lucky received a B.A. degree in Economics from the University of California, Los Angeles.

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

Changes in our Board of Directors and Executive Officers During Fiscal 2026

On April 7, 2026, the Board accepted the resignations of Paul Anthony Favata and Thomas Grbelja from all positions held with the Company, including as independent directors and as members of the Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee, effective immediately. The Board determined that these resignations were not the result of any disagreement with the Company on any matter relating to its operations, policies, or practices, and were undertaken as part of a board refresh in connection with the strategic restructuring and acquisition activity described elsewhere in this Annual Report. The Company had no severance, compensation, or other obligations to Mr. Favata or Mr. Grbelja in connection with their resignations.

Effective April 27, 2026, Paul R. Taylor was appointed Chairman of the Board and Chief Executive Officer, and Cheddi Rai was appointed Chief Operating Officer and Chief Technology Officer of the Company, in each case in connection with the Company’s proposed acquisition of ConnexUS AI Inc. described in Note 10 to the consolidated financial statements. Mr. Lucky, who had served as Chairman and Chief Executive Officer since February 2018, continued with the Company as Chief Financial Officer, Treasurer and Secretary. In connection with his appointment and the proposed ConnexUS AI transaction, Mr. Rai was to receive Series E Convertible Preferred Stock and stock options upon closing of that transaction, as described in a Schedule 13D filed April 28, 2026, and was expected to join the Board upon closing of the transaction.

On June 8, 2026, the Board determined that the proposed ConnexUS AI transaction would not be consummated (see Note 10). In connection with the termination of that transaction, Mr. Rai resigned from all officer and other positions with the Company, effective immediately, pursuant to a Mutual Release, Settlement and Termination Agreement. The Company has no further severance, compensation, or other obligations to Mr. Rai beyond those expressly set forth in that agreement. No shares of Series E Convertible Preferred Stock were ever issued to Mr. Rai or any other person (see Note 7). Concurrently, the Board confirmed its composition as Mr. Taylor (Chairman and Chief Executive Officer) and Mr. Lucky (Chief Financial Officer, Treasurer, Secretary and director).

Committees of the Board of Directors

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

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

The Audit Committee Charter contemplates that each member will satisfy the independence requirements of Section 10A(m)(3) of the Exchange Act and Rule 10A-3 thereunder, that each member will be financially literate, and that at least one member will qualify as an “audit committee financial expert.” No member of the Audit Committee will serve simultaneously on the audit committees of more than two other public companies.

Neither Mr. Taylor nor Mr. Lucky currently satisfies these independence standards, because each is an executive officer of the Company; accordingly, no member of the Audit Committee is currently independent, and the Audit Committee does not currently provide independent oversight of management or of the Company's financial reporting process. See Item 13 – Certain Relationships and Related Party Transactions, and Director Independence and Item 14 – Principal Accountant Fees and Services for further discussion, including the fact that the members of the Audit Committee are the same executive officers responsible for preparing the financial statements the Committee oversees. The Company intends to appoint one or more additional directors satisfying applicable independence standards as soon as practicable, in light of the Company's size, financial resources, and the availability of qualified candidates willing to serve, and to reconstitute the Audit Committee with independent members and designate an audit committee financial expert, if appropriate, at that time. The Company has not designated an audit committee financial expert, as defined in Item 407(d)(5) of Regulation S-K, because the Audit Committee currently consists solely of executive officers who are not independent. There can be no assurance as to when, or whether, the Company will be able to identify and appoint independent directors satisfying these requirements.

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

Compensation Committee. Messrs. Taylor and Lucky are members of the Compensation Committee. The Compensation Committee was appointed by the Board to discharge the Board’s responsibilities relating to:

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.

The Compensation Committee Charter contemplates that each member will be independent and will qualify as a “non-employee director” for purposes of Rule 16b-3 under the Exchange Act.

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

Neither Mr. Taylor nor Mr. Lucky currently satisfies the independence standards described above, because each is an executive officer of the Company; accordingly, no member of the Compensation Committee is currently independent. As a result, the compensation of the Company's executive officers, including Messrs. Taylor and Lucky, is currently reviewed and approved by a Compensation Committee composed entirely of the Company's own executive officers rather than by independent directors, which may present an actual or perceived conflict of interest with respect to executive compensation decisions, including the employment agreements described above. See Item 13 – Certain Relationships and Related Party Transactions, and Director Independence. The Company intends to appoint one or more additional directors satisfying applicable independence standards as soon as practicable, in light of the Company's size, financial resources, and the availability of qualified candidates willing to serve, and to reconstitute the Compensation Committee with independent members at that time. There can be no assurance as to when, or whether, the Company will be able to identify and appoint independent directors satisfying these requirements.

Compliance with Section 16(a) of the Exchange Act

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

To our knowledge, based solely on our review of the copies of such reports furnished to us and written representations that no other reports were required to be filed during fiscal 2026, we believe that for fiscal 2026, all required reports were filed on a timely basis under Section 16(a).

Family Relationships

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

Code of Ethics

We have adopted a Code of Ethics and Business Conduct to provide guiding principles to our principal executive officer, principal financial officer, and principal accounting officer or controller of our company in the performance of their duties. Our Code of Ethics and Business Conduct also strongly recommends that all directors and employees of our company comply with the code in the performance of their duties. Our Code of Ethics and Business Conduct provides that the basic principle that governs all of our officers, directors and employees is that our business should be carried on with loyalty to the interest of our stockholders, customers, suppliers, fellow employees, strategic partners and other business associates. We believe that the philosophy and operating style of our management are essential to the establishment of a proper corporate environment for the conduct of our business. A copy of our Code of Ethics and Business Conduct is incorporated by reference as Exhibit 14.1 to this Annual Report.

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

Insider Trading Policies and Procedures

We have adopted insider trading policies and procedures governing the purchase, sale, and other dispositions of our securities by our directors, officers and employees that we believe are reasonably designed to promote compliance with insider trading laws, rules and regulations. Our insider trading policy does not govern purchases or sales of our securities by the Company itself because the Company does not currently engage in repurchases of its securities. A copy of our insider trading policy is filed as Exhibit 19.1 to this Annual Report.

Item 11. Executive Compensation.

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

Summary Compensation Table

Employment Agreements

On March 28, 2026, the Company entered into an Executive Employment Agreement with Mark B. Lucky, the Company’s Chief Financial Officer, Principal Financial Officer and Principal Accounting Officer (the “Lucky Agreement”). Mr. Taylor executed the Lucky Agreement on behalf of the Company before his appointment as Chairman and Chief Executive Officer. On June 30, 2026, the Board of Directors, with Mr. Lucky abstaining, ratified the Lucky Agreement, effective as of March 28, 2026, and on June 30, 2026, the holders of a majority of the Company’s voting power ratified it by written consent. The ratification did not change any amount recognized in the consolidated financial statements. No stock option has been granted under the Lucky Agreement; for accounting purposes a grant date will occur only when the Board approves the grant and its key terms. The Lucky Agreement has an initial two-year term and provides for:

Under the Lucky Agreement, if the Company terminates Mr. Lucky's employment without "Cause," or Mr. Lucky resigns for "Good Reason" (each as defined in the agreement), he is entitled to twelve months of base salary continuation, a pro-rated target bonus, twelve months of Company-paid COBRA premiums, and twelve months of continued vesting of outstanding equity awards, subject to execution of a release. If a "Change of Control" (as defined in the agreement) occurs and Mr. Lucky is terminated without Cause or resigns for Good Reason within twelve months following such Change of Control, he is instead entitled to eighteen months of base salary, 150% of his target bonus, eighteen months of Company-paid COBRA premiums, and full acceleration of all outstanding equity awards. The Lucky Agreement also contains customary confidentiality, non-competition (twelve months post-termination), and non-solicitation (twenty-four months post-termination) covenants, and indemnification and clawback provisions.

Executive Employment Agreement with Paul R. Taylor

On April 13, 2026, the Company entered into a Chairman and Chief Executive Officer (CEO) Agreement with Paul R. Taylor. This agreement was subsequently amended and restated in its entirety (the “Amended Taylor Agreement”). Mr. Taylor’s salary was effective beginning April 15, 2026. The Amended Taylor Agreement has an initial term of 24 months and automatically renews for successive 12-month periods unless either party provides written notice of non-renewal at least 90 days prior to the end of the current term. Under the Amended Taylor Agreement, Mr. Taylor is entitled to the following compensation and benefits:

Severance and Change of Control Benefits

If the Company terminates Mr. Taylor without “Cause,” if Mr. Taylor resigns for “Good Reason,” or if either party elects not to renew the agreement at the end of a term (a "Term Completion Exit"), Mr. Taylor is entitled to a Standard Severance Package. This package includes a lump-sum cash payment equal to two (2) times the sum of his annual base salary and average annual bonuses earned over the prior two fiscal years. It also includes the full acceleration of all unvested time-based stock options, a pro-rated bonus for the year of termination, and continuation of health benefits at active-employee rates for 18 months.  If Mr. Taylor is terminated without Cause or resigns for Good Reason within a 24-month “Protection Period” following a Change of Control, he is entitled to enhanced Change of Control Severance. This enhanced severance consists of a lump-sum cash payment equal to three (3) times the sum of his annual base salary (or highest salary in the preceding 12 months) plus the average annual bonuses paid over the prior two fiscal years. Additionally, all outstanding stock options will fully vest. To address potential excise taxes under Section 280G of the Internal Revenue Code, the agreement applies a “net best-of” modified cutback, meaning payments are only reduced to avoid the excise tax if doing so yields a higher net after-tax amount for Mr. Taylor, with no tax gross-up provided by the Company.

The Company is also required to provide full indemnification under Florida law and maintain a $5,000,000 directors' and officers' liability insurance policy covering Mr. Taylor for at least ten (10) years following his termination. 

Pension, Retirement or Similar Benefit Plans

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

Outstanding Equity Awards at Fiscal Year-End

There are no outstanding equity incentive plan awards for each named executive officer outstanding as of June 30, 2026.

No stock options, stock appreciation rights or similar option-like instruments were granted to the named executive officers during fiscal 2026; accordingly, no disclosure is required under Item 402(x)(2) of Regulation S-K.

Director Compensation

Our Board of Directors is comprised of Mr. Paul Taylor and Mr. Mark Lucky.

The following table sets forth the restricted stock grants issued to Messrs. Favata and Grbelja (former directors):

Stock award amounts reflect the grant-date fair value of immediately vested restricted common stock awards. Messrs. Lucky and Taylor are named executive officers and their compensation is presented in the Summary Compensation Table.

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

At October 13, 2026, we had 1,269,509,667 shares of our Common Stock outstanding. The following table sets forth information regarding the beneficial ownership of our Common Stock as of October 13, 2026:

Amount and Nature of Beneficial Ownership

The following table sets forth securities authorized for issuance under any equity compensation plans approved by our stockholders as well as any equity compensation plans not approved by our stockholders as of June 30, 2026.

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

Other than compensation arrangements, the following describes transactions since July 1, 2024 (the beginning of our last two completed fiscal years, as required for smaller reporting companies by Item 404(d) of Regulation S-K) to which we were a party and in which:

Related Party Transactions

During the fiscal year ended June 30, 2026, certain of our officers and directors advanced funds to the Company to support working capital needs. Net advances during the fiscal year were $85,500, consisting of gross advances of $98,000 (all of which were advanced by Thomas Grbelja, then a director) less repayments of $12,500 ($10,000 repaid to Mr. Grbelja on July 16, 2025 and $2,500 repaid to an employee). As of June 30, 2026, the aggregate outstanding balance owed to officers and directors for such advances was $0.  In April 2026 the Company issued 363,359 shares of Series D convertible preferred stock in exchange for the outstanding advances due to officers and directors. The shares were issued to Thomas Grbelja (351,159 shares), Paul Favata (8,000 shares) and Mark Lucky (4,200 shares), in each case in settlement of an equal dollar amount of advances and unreimbursed expenses owed to that person. Messrs. Grbelja and Favata resigned as directors on April 7, 2026; the terms of their exchanges were agreed, and the exchange agreements were signed, on April 16, 2026, the date the Series D shares were issued. During the fiscal year ended June 30, 2025, officers and directors advanced net $95,225 to the Company; those advances were included in the $277,859 due to officers and directors at June 30, 2025 and were settled in the April 2026 Series D exchange described above.

These advances from officers and directors were unsecured, non-interest bearing, and had no fixed terms of repayment.

In April 2026, the Company issued 21,623,056 shares of common stock, with a fair value of $71,356, to Mark B. Lucky, our Chief Financial Officer and a director, in settlement of $1,526,096 of accrued salary. Because Mr. Lucky is a related party, the $1,454,740 excess of the accrued salary settled over the fair value of the shares issued was recorded as a capital contribution to additional paid-in capital rather than as a gain (see Note 13). On April 2, 2026, the Company paid Mr. Lucky a $10,000 deal fee (see Item 11). As of June 30, 2026, the Company owed Mr. Lucky $3,754 for unreimbursed out-of-pocket expenses.

During the three months ended June 30, 2026, the Company paid Paul R. Taylor, our Chairman and Chief Executive Officer, $60,000 of salary, which exceeded the $52,468 of salary earned under his employment agreement through June 30, 2026 by $7,532. The $7,532 excess was recognized as compensation expense for the year ended June 30, 2026. Mr. Taylor’s July 2026 salary was reduced by the same amount.

During the fiscal year ended June 30, 2026, the Company sold three shares of its Series AA Convertible Preferred Stock to PT Smart Green Technologies for aggregate proceeds of $300,000 (see Note 7 to our consolidated financial statements). PT Smart Green Technologies is an affiliate of the Company by virtue of its ownership interest. PT Smart Green Technologies is an Indonesian company controlled by Dr. Niclas Adler. Together with its Series AA Convertible Preferred Stock, PT Smart Green Technologies purchased 500,000,000 shares of our Common Stock during fiscal 2026 at $0.00075 per share for $375,000 and, in August 2026, an additional 120,000,000 shares at $0.0009 per share for $108,000 (see Note 16), and beneficially owns 620,000,000 shares of our Common Stock, and its aggregate beneficial ownership and voting control are described in Item 12 above.

See footnote (4) to the beneficial ownership table in Item 12 regarding the limited power of attorney held by Mr. Taylor solely to make EDGAR filings on behalf of PT Smart Green Technologies.

Between April 27, 2026 and June 8, 2026, while Cheddi Rai served as the Company’s Chief Operating Officer and Chief Technology Officer, the Company advanced $64,942 to ConnexUS AI Inc., in which Mr. Rai held an approximately 25.5% equity interest, in connection with the proposed acquisition of ConnexUS AI Inc. described in Note 10 to our consolidated financial statements. The Company had advanced an additional $134,173 to ConnexUS AI Inc. before Mr. Rai’s appointment. All $199,115 of advances were written off upon termination of the proposed transaction on June 8, 2026, and no amounts were repaid.

Other than the transactions described above, including the Series D Convertible Preferred Stock issued to an officer and two former directors (see Notes 7 and 12 to our consolidated financial statements), and the compensation arrangements described elsewhere in this Report, there were no other transactions with related parties required to be reported under Item 404 of Regulation S-K.

The Board of Directors currently consists of two members, Mr. Paul R. Taylor, the Company’s Chief Executive Officer, and Mr. Mark Lucky, the Company’s Chief Financial Officer, neither of whom is independent due to their executive roles. Accordingly, none of our directors is independent.

Common Stock

Issuances of Common Stock During Fiscal 2026

During fiscal 2026 we issued shares of our common stock as follows:

Settlement of Accrued Compensation and Other Obligations Through Issuance of Common Stock

During the year, and as part of the effort to reduce overall debt obligations, the Company issued 40,000,000 shares of $0.0001 par value common stock at the then prevailing price of $0.0033 per share, to satisfy accrued salaries and amounts due to certain consultants totaling $2,834,819. The details of these stock issuances appear in the following table: