VISIUM TECHNOLOGIES INC
For the period ended Sep 30, 2024. Filed Nov 14, 2024.
View on SEC.govAbout this filing
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.
Sep 30, 2024 · Filed Nov 14, 2024
VISMStored price and day change unavailable
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2024-03-31; filed 2024-05-15.
0001654954-24-006412
Item 2. Management’s Discussion and Analysis and Results of OperationsCurrent report: 10-Q
Period ended 2024-09-30; filed 2024-11-14.
0001654954-24-014469
Item 2. Management’s Discussion and Analysis and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 75 previous paragraphs and 65 current paragraphs.
36 unchanged; 17 reworded; 12 added; 21 removed; 1 previous and 0 current paragraphs rearranged.
Tables are not compared: 17 previous and 10 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (12)
Current report
The Company is entering the digital transformation and data center design and construction market after it landed a contract in November, 2023 valued at over $20 million from its partner, Cybastion Institute of Technology. The contract is to oversee the design and construction of data centers in the Republic of Côte d’Ivoire and the Republic of Benin. Visium is tasked with creating data centers that meet specific requirements and standards, ensuring optimal performance and reliability. The scope of work includes data center architecture and design, power civil engineering, controls and distribution systems, rack layouts, network topology, vendor high availability, and a comprehensive security stack solution which will include Visium’s proprietary TruContext TM cybersecurity platform. As of September 30, 2024 no activity has occurred pursuant to this contract.
Current report
On average, according to CrowdStrike, the time from breach to harm caused by threat actors is 98 minutes making the ability to:
Current report
Using the MITRE ATT&CK framework, along with other open source intelligence information, TruContext TM can hunt threats beyond the physical network boundary so that the analyst fully understands his security posture in real time.
Current report
TruContext TM leverages MITRE’s ATT&CK® framework, which is a globally-accessible knowledge base of adversary tactics and techniques based on real-world observations. The ATT&CK knowledge base is used as a foundation for the development of specific threat models and methodologies in the private sector, in government, and in the cybersecurity product and service community.
Current report
A use case example for TruContext TM would be in the event sensitive data is being exfiltrated from your network to an external IP address. TruContext TM has the capability to identify this activity and provide alerts that would allow the cyber analyst to quickly remediate the problem.
Current report
Another example of how TruContext TM can be used by law enforcement in the context of police investigations. TruContext TM can analyze highly connected data in real time from any source and make connections which help police solve crime. Connections are quickly made between persons, objects, locations, and events (the POLE model), generating insights into patterns of behaviors and incidents. Using real-time data with TruContext TM helps investigators be proactive and prevent crime or other incidents, rather than only reacting after an incident has occurred.
Current report
Development expense represents the expense of further enhancing and commercializing TruContext.
Current report
Gain on Debt Write-Off
Current report
In July 2024, the Company obtained a legal opinion to extinguish aged debt totaling $725,059 as detailed in the following table. Each of the individual debt instruments were determined to be beyond the statute of limitations and it was determined that the Company has a complete defense to liability related to this debt under the applicable statute of limitations.
Current report
At September 30, 2024 and June 30, 2024, our total assets consisted of cash.
Current report
Three months ended September 30, 2024
Current report
During the quarter ending September 30, 2024 we generated net proceeds of $75,000 from the issuance of three promissory notes.
Removed paragraphs (21)
Previous report
Three- and Nine-Month Periods Ended March 31, 2024 and 2023
Previous report
Nine Month Period Ended March 31, 2024
Previous report
For the nine months ended March 31, 2024, selling, general and administrative expenses were $1,990,912 as compared to $1,461,560 for the nine months ended March 31, 2023. For the nine-month periods ended March 31, 2024 and 2023 selling, general and administrative expenses consisted of the following:
Previous report
Development expense represents the expense to further enhance and commercialize CyGraph. We believe that we will incur an additional $50,000 of development expense during the remainder of fiscal 2024.
Previous report
Change in Fair Value of Derivative Liabilities
Previous report
The change in fair value of derivative liabilities results from the changes in the fair value of the derivative liability due to the application of ASC 815, resulting in either income or expense, depending on the difference in fair value of the derivative liabilities between their measurement dates driven by the change in the per share price of the Company’s common stock.
Previous report
Derivative Liability Expense
Previous report
The Company issued convertible notes in October 2022 which provisions contained variable price conversion terms, resulting in a derivative liability expense, measured as of the issuance date of the notes.
Previous report
Loss on extinguishment of debt
Previous report
In September 2022 we issued 138,667 warrants with a five year life, and a fixed exercise price of $1.35 per share, as part of a modification to three outstanding convertible notes payable. The Company evaluated these amendments under ASC 470-50, “Debt - Modification and Extinguishment”, and concluded that the issuance of these warrants in exchange for deferring the interim interest payments that were due resulted in significant and consequential changes to the economic substance of the debt and thus resulted in accounting for these modifications as an extinguishment of the debt. Under ASC 470-50, the issuance of these warrants resulted in a loss on the extinguishment of debt, as follows:
Previous report
The decrease in selling, general and administrative expenses of $168,425 for the three months ended March 31, 2024, when compared with the prior year period, is primarily due to a decrease in stock-based compensation expense of $232,500, a decrease in investor relations expense of $13,400, and a decrease in salaries, offset by an increase in stock-based consulting expense of $94,107, and an increase in consulting fees of $4,980.
Previous report
Development Expense
Previous report
Change in Fair Value of Derivative Liabilities
Previous report
The change in fair value of derivative liabilities results from the changes in the fair value of the derivative liability due to the application of ASC 815, resulting in either income or expense, depending on the difference in fair value of the derivative liabilities between their measurement dates driven by the change in the per share price of the Company’s common stock.
Previous report
Derivative Liability Expense
Previous report
The Company issued convertible notes in October 2022 which provisions contained variable price conversion terms, resulting in a derivative liability expense, measured as of the issuance date of the notes.
Previous report
Interest Expense
Previous report
Interest expense represents stated interest of notes and convertible notes payable as well as amortization of debt discount. Interest expense is higher for the three months ended March 31, 2024 due to higher principal balances and higher debt discount amortization as compared to the prior year period.
Previous report
Nine months ended March 31, 2024
Previous report
Nine months ended March 31, 2023
Previous report
Net cash used in operations during the nine months ended March 31, 2023 decreased by approximately $1,289,831 or 74% from the same period during fiscal year 2022. The decrease in cash used in operations is primarily due to the decrease in marketing and product development expenses, cash paid for legal and professional fees, and consulting and business development expense. This cash was obtained through the issuance of two convertible notes that netted the Company $140,000, the issuance of two promissory notes that netted the Company $150,000, and advances from Directors of the Company of $72,500 during the nine months ended March 31, 2023.
Reworded paragraphs (17)
Previous wording
Visium is a provider of cyber security visualization, big data analytics, automation, and IT infrastructure services. In March 2019, Visium entered into a software license agreement with MITRE Corporation to license a patented technology known as CyGraph, a tool for cyber warfare analytics, visualization, and knowledge management. CyGraph is a military-grade, highly scalable big data analytics tool for cyber security, based on graph database technology. The development of the technology was sponsored by the US Army and is currently in use by the U.S. Army Cyber Command. CyGraph provides advanced analytics for cybersecurity situational awareness that is scalable, flexible and comprehensive. Visium has completed significant proprietary product development efforts to commercialize CyGraph, which the Company has rebranded as TruContext TM. The commercialization efforts included adding functionality to the core technology to make it a native cloud application, adding multi-user and multi-tenant capability, enhancing the graphical user interface, (“GUI”) to make the application more intuitive to use, and adding enhanced dashboard and reporting capabilities. TruContext TM would typically be deployed by an enterprise and be used by the security analyst to intuitively understand the massive amount of data flowing through the network environment, giving the analyst actionable information in real-time to ensure that the network is protected from threats. The analyst will understand the relationships of the assets in the data center, the communication patterns, and cybersecurity exposures, in real-time.
Current wording
Visium is a provider of IT infrastructure professional services including network engineering, system engineering, converged infrastructure deployment, software development, and cybersecurity services. Visium’s proprietary cyber security visualization, big data analytics and automation platform operates in the traditional cyber security space, as well as in the Internet of Things and data analytics spaces. In March 2019, Visium entered into a software license agreement with MITRE Corporation to license a patented technology known as CyGraph, a tool for cyber warfare analytics, visualization and knowledge management. CyGraph is a military-grade, highly scalable big data analytics tool for cyber security, using graph database technology. The development of the technology was sponsored by the US Army and is currently in use by U.S. Army Cyber Command. CyGraph provides advanced analytics for cybersecurity situational awareness that is scalable, flexible and comprehensive. Visium has completed significant proprietary product development efforts to commercialize CyGraph, which the Company has rebranded as TruContext TM. The commercialization efforts included adding functionality to the core technology to make it a native cloud application, adding multi-user and multi-tenant capability, enhancing the graphical user interface, (“GUI”) to make the application more intuitive to use, and adding enhanced dashboard and reporting capabilities. TruContext TM would typically be deployed by an enterprise and be used by the security analyst to intuitively understand the massive amount of data flowing through the network environment, giving the analyst actionable information in real-time to ensure that the network is protected from threats. The analyst will understand the relationships of the assets in the data center, the communication patterns, and cybersecurity exposures, in real-time.
Previous wording
TruContext TM provides visualization, advanced cyber monitoring intelligence, threat hunting, forensic and root cause analysis, data modeling, analytics, and automation to help reduce risk, simplify security, and deliver better security outcomes. Our mission is to help people see and understand data, empowering decision-makers to make more informed and more timely decisions. Our solutions put the power of data into the hands of everyday people, allowing a broad population of business users to engage with their data, ask questions, solve problems, and create value.
Current wording
The TruContext TM platform provides visualization, advanced cyber monitoring intelligence, threat hunting, forensic and root cause analysis, data modeling, analytics, and automation to help reduce risk, simplify security, and deliver better security outcomes. Our mission is to help people see and understand data, empowering decision-makers to make more informed and more timely decisions. Our solutions put the power of data into the hands of everyday people, allowing a broad population of business users to engage with their data, ask questions, solve problems, and create value.
Previous wording
TruContext TM is a highly effective tool for proactively and iteratively searching through networks to detect and isolate advanced threats that evade existing security solutions. Should a breach occur, TruContext TM can quickly perform forensics and root cause analysis, identifying when an incident occurred, how it occurred, and the downstream effects of the incident to the network.
Current wording
TruContext TM is a very effective tool for proactively and iteratively searching through networks to detect and isolate advanced threats that evade existing security solutions. Should a breach occur, TruContext TM can quickly perform forensics and root cause analysis, identifying when an incident occurred, how it occurred, and the downstream effects of the incident to the network.
Previous wording
A shortage of resources and experienced personnel continues to limit the ability of companies to conduct thorough investigations. Root cause analysis and forensics are key to intelligently securing the network.
Current wording
Shortage of resources and experienced personnel continues to limit the ability of companies to conduct thorough investigations. Root cause analysis and forensics are key to intelligently securing the network.
Previous wording
TruContext TM ingests cyber data fromany source, making the data generated by other cyber tools easily understood and actionable. TruContext TM gives the security analyst the ability to combine, layer, filter, and query data with a no-code user interface in a way that no other analytics platform can do.
Current wording
TruContext TM ingests cyber data fromany source, making the data generated by other cyber tools easily understood and actionable. TruContext TM give the security analyst the ability to combine, layer, filter, and query data with a no-code user interface in a way that no other analytics platform can do.
Previous wording
There are many sophisticated and powerful cybersecurity tools currently available, but they all lack one thing – providing a comprehensive contextualized understanding of the data. Analysts have too many tools that do not communicate, creating silos of data/information. TruContext TM brings all the information for a comprehensive visualization.
Current wording
There are some sophisticated and powerful cybersecurity tools currently available, but they all lack one thing – providing a comprehensive contextualized understanding of the data. Analysts have too many tools that don’t communicate, creating silos of data/information. TruContext TM brings all the information for a comprehensive visualization.
Previous wording
As of March 31, 2024, we had six (6) full time employees.
Current wording
As of September 30, 2024, we had five (5) full time employees.
Previous wording
Three Month Period Ended March 31, 2024
Current wording
Discussion of Results for Three Month Period Ended September 30, 2024 and 2023
Previous wording
For the three months ended March 31, 2024, selling, general and administrative expenses were $399,604 as compared to $567,979 for the three months ended March 31, 2023. For the three months ended March 31, 2024 and 2023 selling, general and administrative expenses consisted of the following:
Current wording
For the three months ended September 30, 2024, selling, general and administrative expenses were $370,466 as compared to $508,140 for the three months ended September 30, 2023, a decrease of $137,674 or approximately 27%. For the three months ended September 30, 2024 and 2023 selling, general and administrative expenses consisted of the following:
Previous wording
The increase in selling, general and administrative expenses of $529,302 during fiscal 2024, when compared with the prior year, is primarily due to an increase in stock-based consulting expense of $381,296, an increase in stock-based compensation expense of $104,873, higher consulting expense of $99,980, higher legal and professional fees expense of $11,192, and higher accounting expense of $18,390, offset by lower salaries expense of $88,802.
Current wording
The decrease in selling, general and administrative expenses during fiscal Q1 of 2025, when compared with the prior year, is primarily due to a decrease in consulting fees of $45,001, stock-based consulting expense of $24,077, stock-based compensation expense of $14,424, legal and professional expenses of $10,040, accounting expenses of $5,672, and lower salaries expense of $20,215.
Previous wording
We believe that our selling, general, and administrative expenses will be lower over the rest of the current fiscal year, driven by decreased stock-based compensation expense, offset by an increase in expenses related to greater business activity over the remainder of fiscal 2024.
Current wording
We believe that our selling, general, and administrative expenses will remain consistent over the balance of the fiscal year. Other expenses may increase as we increase our business activity over the remainder of fiscal 2025.
Previous wording
Interest expense represents stated interest of notes and convertible notes payable as well as amortization of debt discount. Interest expense is higher for the nine months ended March 31, 2024 due to higher note balances, offset by lower debt discount amortization of $75,060 as compared to the prior year period.
Current wording
Interest expense represents stated interest of notes and convertible notes payable, along with the amortization of debt discount. The decrease in interest expense during the three-month period ended September 30, 2024 is primarily due to the acceleration of discount amortization expense during fiscal 2024, and lower interest bearing note balances in the current year.
Previous wording
We cannot ascertain that we have sufficient funds from operations to fund our ongoing operating requirements through June 30, 2024. We may need to raise funds to enhance our working capital and use these funds for strategic purposes. If such a need arises, we intend to generate proceeds from either debt or equity financing.
Current wording
We cannot ascertain that we have sufficient funds from operations to fund our ongoing operating requirements through June 30, 2025. We may need to raise funds to enhance our working capital and use them for strategic purposes. If such need arises, we intend to generate proceeds from either debt or equity financing.
Previous wording
The accompanying financial statements have been prepared on a going concern basis. The Company has used net cash in its operating activities of $367,549 and $452,740 during the nine-month periods ended March 31, 2024 and 2023, respectively, and has a working capital deficit of approximately $4.9 million and $4.3 million at March 31, 2024 and June 30, 2023, respectively. The Company’s ability to continue as a going concern is dependent upon its ability to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due, to fund possible future acquisitions, and to generate profitable operations in the future, once a merger with an operating company is consummated. Management plans may continue to provide for its capital requirements by issuing additional equity securities and debt. 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.
Current wording
The accompanying financial statements have been prepared on a going concern basis. The Company has used net cash in its operating activities of approximately $110,600 and $145,709 during the three-month periods ended September 30, 2024 and 2023, respectively, and has a working capital deficit of approximately $4.7 million and $5.1 million at September 30, 2024 and June 30, 2024, respectively. The Company’s ability to continue as a going concern is dependent upon its ability to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due, to fund possible future acquisitions, and to generate profitable operations in the future, once a merger with an operating company is consummated. Management plans may continue to provide for its capital requirements by issuing additional equity securities and debt and the Company will continue to find possible acquisition targets. The outcome of these matters cannot be predicted at this time and there are no assurances that if achieved, the Company will have sufficient funds to execute its business plan or generate positive operating results.
Previous wording
Net cash used in operations during the nine months ended March 31, 2024 decreased by approximately $66,003 or approximately 14.6% from the same period during fiscal year 2023. The cash used in operations was obtained through advances from directors totaling $79,055, the issuance of two convertible notes totaling $133,000, and the issuance of four promissory notes that netted the Company $335,000 during the nine months ended March 31, 2024.
Current wording
Net cash used in operations during the three months ended September 30, 2024 decreased by $35,109 or 24% over the same period during fiscal year 2024.
Previous wording
The Company had convertible promissory notes aggregating $675,924 outstanding at March 31, 2024. The accrued interest amounted to approximately $243,137 as of March 31, 2024. The Convertible Notes Payable bear interest at rates ranging between 0% and 18% per annum. Interest is generally payable monthly. The Convertible Notes Payable are generally convertible at rates ranging between $0.0042 and $22,500 per share, at the holders’ option. At March 31, 2024, spproximately $634,000 of the convertible promissory notes have matured and are in default.
Current wording
The Company had convertible promissory notes aggregating $288,523 outstanding at September 30, 2024. The accrued interest amounted to approximately $121,615 as of September 30, 2024. The Convertible Notes Payable bear interest at rates ranging between 0% and 18% per annum. Interest is generally payable at maturity. The Convertible Notes Payable are generally convertible at rates ranging between $0.0042 and $22,500 per share, at the holders’ option. At September 30, 2024, approximately $239,623 of the promissory notes have matured.
Previous wording
The Company had promissory notes aggregating $650,603 at March 31, 2024. The related accrued interest amounted to approximately $269,484 at March 31, 2024. The Notes Payable bear interest at rates ranging between 0% and 16% per annum. Interest is generally payable monthly. At March 31, 2024, $355,000 of the promissory notes have matured and are in default.
Current wording
The Company had promissory notes aggregating $685,179 at September 30, 2024. The related accrued interest amounted to approximately $86,573 at September 30, 2024. The Notes Payable bear interest at a rate of 0% to16% per annum. Interest is payable monthly. Promissory notes totaling $275,000 have matured as of September 30, 2024.
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
Our information technology consulting services division was launched in September 2023 to provide network engineering, system engineering, converged infrastructure deployment, software development, and cybersecurity services.