VISIUM TECHNOLOGIES, INC.
For the period ended Mar 31, 2026. Filed May 20, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2026 · Filed May 20, 2026
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Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Exchange Act. Our management assessed the effectiveness of our internal control over financial reporting as of March 31, 2026. In making this assessment, our management used criteria issued by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control Over Financial Reporting – Guidance for Smaller Public Companies.
During our assessment of the design and the effectiveness of internal control over financial reporting as of March 31, 2026, management identified the following material weaknesses:
| ● | While we have processes in place, there are no formal written policies and procedures related to certain financial reporting processes; |
| ● | There is no formal documentation in which management specified financial reporting objectives to enable the identification of risks, including fraud risks; |
| ● | Our Board of Directors consisted of three members; however, we lack the resources and personnel to implement proper segregation of duties or other risk mitigation systems. |
A material weakness is “a significant deficiency, or a combination of significant deficiencies, which result in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected by us in a timely manner.” A significant deficiency is a deficiency or a combination of deficiencies, in internal control over financial reporting that is less severe than a material weakness, yet important enough to merit attention by those responsible for oversight of the registrant’s financial reporting.
We intend to gradually improve our internal control over financial reporting to the extent that we can allocate resources to such improvements. We intend to prioritize the design of our internal control over financial reporting starting with our control environment and risk assessments and ending with control activities, information and communication activities, and monitoring activities. Although we believe the time to adapt in the next year will help position us to provide improved internal control functions into the future, in the interim, these changes caused control deficiencies, which in the aggregate resulted in a material weakness. Due to the existence of these material weaknesses, our management, including our Chief Executive Officer and Chief Financial Officer, concluded that our internal control over financial reporting was not effective as of March 31, 2026.
This quarterly report does not include an attestation report of the Company’s independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s independent registered public accounting firm pursuant to the rules of the SEC that permit smaller reporting companies to provide only the management’s report in this quarterly report.
Management is committed to remediating the material weaknesses identified above. The following remediation measures have been identified and are in various stages of planning and implementation:
Material Weakness 1 — Absence of Formal Written Policies and Procedures. Management has initiated a review of all key financial reporting processes, including accounts payable and accrual recognition, debt and equity transaction recording, and period-end close procedures. Management intends to document these processes in formal written accounting policies and procedures manuals. The Company expects to complete the drafting and initial implementation of these policies during the fiscal year ending June 30, 2027, subject to the availability of internal resources.
Material Weakness 2 — Absence of Formal Financial Reporting Objectives and Risk Assessment Documentation. Management intends to develop and maintain a formal, written risk assessment that identifies the Company's financial reporting objectives, the risks that could prevent those objectives from being achieved, and the controls in place to mitigate those risks, including fraud risks. This risk assessment will be reviewed and updated at least annually and will be presented to the Board of Directors for review. The Company expects to complete an initial risk assessment document during the fiscal year ending June 30, 2027.
Material Weakness 3 — Inadequate Segregation of Duties. The Company acknowledges that its current size and limited personnel make full segregation of duties impractical in the near term. As a compensating control, management has implemented, or intends to implement, the following measures: (i) enhanced review procedures by the Chief Financial Officer of all journal entries and account reconciliations prepared by other personnel; (ii) quarterly review of all significant transactions by the Chief Executive Officer and Chief Financial Officer jointly; and (iii) engagement of the Company's independent registered public accounting firm to perform agreed-upon procedures on high-risk account balances on a quarterly basis, to the extent resources permit. The Company will continue to evaluate the feasibility of adding qualified financial reporting personnel as its financial condition improves.
Management believes that the foregoing remediation steps, when fully implemented, will remediate the identified material weaknesses. However, the material weaknesses will not be considered remediated until the applicable controls have operated effectively for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively. There can be no assurance that the remediation measures described above will be fully implemented within the timeframes described, or that they will be effective in remediating the identified material weaknesses, given the Company's limited resources.
Changes in Internal Control Over Financial Reporting
During the quarter ended March 31, 2026, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting, other than the identification of the material weaknesses described above and the initiation of the remediation measures described herein.
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