VISIUM TECHNOLOGIES, INC.
For the period ended Dec 31, 2024. Filed Feb 14, 2025.
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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.
Dec 31, 2024 · Filed Feb 14, 2025
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What changed in Management’s Discussion and Analysis?
Read the current filingPrevious 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 OperationsCurrent report: 10-Q
Period ended 2024-12-31; filed 2025-02-14.
0001654954-25-001579
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 65 previous paragraphs and 82 current paragraphs.
42 unchanged; 13 reworded; 26 added; 10 removed; 0 previous and 1 current paragraphs rearranged.
Tables are not compared: 10 previous and 17 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 (26)
Current report
In March 2019, Visium secured a software license agreement with MITRE Corporation for CyGraph, a patented technology designed for cyber warfare analytics, visualization, and knowledge management. CyGraph, a military-grade big data analytics tool, leverages graph database technology to deliver scalable and comprehensive cybersecurity solutions. Initially developed for the U.S. Army and actively used by U.S. Army Cyber Command, CyGraph enables advanced situational awareness and analytics for cybersecurity operations.
Current report
Visium has since advanced the technology under the brand TruContext™. The commercialization of TruContext™ involved transforming it into a native cloud application, incorporating multi-user and multi-tenant capabilities, and enhancing the graphical user interface (GUI) for improved usability. Additional features, such as robust dashboards and reporting tools, were also developed to meet enterprise needs.
Current report
TruContext™ is designed to help enterprises analyze vast amounts of real-time network data. It empowers security analysts with actionable insights to protect networks from threats, understand relationships between assets, analyze communication patterns, and identify cybersecurity vulnerabilities—all in real-time.
Current report
TruContext™ Cybersecurity Platform Overview
Current report
TruContext™ is a cutting-edge platform that delivers visualization, advanced cyber monitoring intelligence, threat hunting, forensic and root cause analysis, data modeling, analytics, and automation. Its mission is to empower decision-makers by providing intuitive access to actionable insights, reducing security risks, and simplifying operations. By integrating powerful data analysis directly into users' hands, TruContext™ accelerates informed decision-making and removes the reliance on technical specialists.
Current report
Key Benefits and Capabilities:
Current report
Real-Time Threat Mitigation
Current report
For example, a sophisticated attack like the 2019-2020 SolarWinds hack, which went undetected for 14 months, could have been identified and mitigated much sooner with TruContext™ analyzing streaming network data in real-time. This demonstrates the platform’s capability to deliver timely insights and actionable intelligence.
Current report
Addressing Industry Challenges
Current report
Visium addresses the critical challenges faced by security practitioners, such as:
Current report
By equipping organizations with tools for root cause analysis, forensics, and proactive security measures, TruContext™ ensures networks are more resilient and secure.
Current report
Three- and Six-Month Periods Ended December 31, 2024 and 2023
Current report
Six Month Period Ended December 31, 2024
Current report
For the six months ended December 31, 2024, selling, general and administrative expenses were $650,948 as compared to $1,591,308 for the six months ended December 31, 2023. For the six-month periods ended December 31, 2024 and 2023 selling, general and administrative expenses consisted of the following:
Current report
Change in Fair Value of Derivative Liabilities
Current 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.
Current report
Gain (loss) on extinguishment of debt
Current report
Development Expense
Current report
Change in Fair Value of Derivative Liabilities
Current 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.
Current report
Loss on extinguishment of debt
Current report
Interest Expense
Current 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 December 31, 2024 due to higher principal balances and higher debt discount amortization as compared to the prior year period.
Current report
Six months ended December 31, 2024
Current report
Six months ended December 31, 2023
Current report
Net cash used in operations during the six months ended December 31, 2023 decreased by $10,891 or less than 4% from the same period during fiscal year 2022. The cash used in operations was obtained through advances from directors totaling $40,055, the issuance of two convertible notes totaling $86,717, and the issuance of four promissory notes that netted the Company $235,000 during the six months ended December 31, 2023.
Removed paragraphs (10)
Previous report
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 report
Our products dramatically reduce the complexity and expense associated with traditional business intelligence applications. Our software allows people to access information, perform analysis, and share results without assistance from technical specialists. By putting powerful analytical technology directly into the hands of people who make decisions with data, we accelerate the pace of informed and intelligent decision-making. Our TruContext TM platform enables our customers to reduce or streamline their siloed and layered security products, simplifying operations while providing a comprehensive solution. Our solution automates certain previously manual tasks, freeing up personnel to focus on their most important objectives.
Previous report
TruContext TM can be deployed in a broad range of use cases such as cyber security threat intelligence and forensics, IT/OT critical infrastructure security, supply chain analytics, anti-fraud, law enforcement, compliance, and health care. For example, a breach of your network might go undetected for months, as was the case with the Solar Winds hack that occurred in 2019-2020. In that case the hackers went undetected for 14 months. A Solar Winds type breach may not be preventable, but with TruContext TM analyzing streaming network data in real-time, this hack would almost certainly have been identified and remediated very quickly by the affected enterprise.
Previous report
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 report
One of the top challenges faced by Security practitioners is to keep up with the increase in new cyber-attacks while investigating and remediating existing threats. Time is of the essence while investigating potential threats and determining the scope and root-cause of a potential reach.
Previous report
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 report
Gain on Debt Write-Off
Previous 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.
Previous report
Three months ended September 30, 2024
Previous report
During the quarter ending September 30, 2024 we generated net proceeds of $75,000 from the issuance of three promissory notes.
Reworded paragraphs (13)
Previous 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.
Current wording
Visium is a provider of comprehensive IT infrastructure professional services, specializing in delivering innovative, scalable, and secure technology solutions, including network engineering, system engineering, converged infrastructure deployment, software development, and cybersecurity services. The company’s proprietary platform integrates cybersecurity visualization, big data analytics, and automation, serving traditional cybersecurity needs as well as applications in the Internet of Things (IoT) and data analytics.
Previous wording
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 wording
In November 2023, Visium Technologies secured a $20 million contract with its partner, Cybastion Institute of Technology, marking its entry into the digital transformation and data center design and construction market. This contract involves overseeing the design and construction of advanced data centers in the Republic of Côte d’Ivoire and the Republic of Benin. Visium's responsibilities include architecture and design, power and civil engineering, controls and distribution systems, rack layouts, network topology, high-availability vendor integration, and implementing a comprehensive security stack featuring the proprietary TruContext™ cybersecurity platform. As of December 31, 2024, no activity has commenced under this contract.
Previous 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.
Current wording
The decrease in selling, general and administrative expenses of $940,360 during fiscal 2025, when compared with the prior year, is primarily due to a decrease in stock-based consulting expense of $282,825, a decrease in stock-based compensation expense of $557,532, lower consulting expense of $45,000, lower legal and professional fees expense of $10,344, lower salary expense of $10,528, lower travel expenses of $6,46, and lower accounting expense of $13,003.
Previous 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.
Current 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 2025.
Previous wording
Development expense represents the expense of further enhancing and commercializing TruContext.
Current wording
Development expense represents the expense to further enhance and commercialize our products.
Previous 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.
Current 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 six months ended December 31, 2024 due to higher note balances, offset by lower debt discount amortization of $75,060 as compared to the prior year period.
Previous wording
Discussion of Results for Three Month Period Ended September 30, 2024 and 2023
Current wording
Three Month Period Ended December 31, 2024
Previous 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:
Current wording
For the three months ended December 31, 2024, selling, general and administrative expenses were $280,483 as compared to $1,083,168 for the three months ended December 31, 2023. For the three months ended December 31, 2024 and 2023 selling, general and administrative expenses consisted of the following:
Previous 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.
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 these funds for strategic purposes. If such a 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 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.
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 $218,247 and $267,208 during the six-month periods ended December 31, 2024 and 2023, respectively, and has a working capital deficit of approximately $4.99 million and $5.15 million at December 31, 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. 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.
Previous 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.
Current wording
Net cash used in operations during the six months ended December 31, 2024 decreased by $48,961 or about 18% from the same period during fiscal year 2023. The cash used in operations was obtained through advances from directors totaling $56,526, the issuance of promissory notes that netted the Company $270,000 during the six months ended December 31, 2024.
Previous 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.
Current wording
The Company had convertible promissory notes aggregating $244,419 outstanding at December 31, 2024. The accrued interest amounted to approximately $126,985 as of December 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 December 31, 2024, $193,020 of the convertible promissory notes have matured and are in default.
Previous 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.
Current wording
The Company had promissory notes aggregating $807,060 at December 31, 2024. The related accrued interest amounted to approximately $106,981 at December 31, 2024. The Notes Payable bear interest at rates ranging between 0% and 18% per annum. Interest is generally payable at maturity of the note. At December 31, 2024, $325,000 of the promissory notes have matured and are in default.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
The decrease in selling, general and administrative expenses of $802,685 for the three months ended December 31, 2024, when compared with the prior year period, is primarily due to a decrease in stock-based consulting expense of $258,748, a decrease in stock-based compensation expense of $543,109, and a decrease in accounting expense of $7,330.