VISIUM TECHNOLOGIES, INC.
For the period ended Jun 30, 2025. Filed Oct 7, 2025.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Oct 7, 2025
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What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-K
Period ended 2024-06-30; filed 2024-09-30.
0001654954-24-012507
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-K
Period ended 2025-06-30; filed 2025-10-07.
0001654954-25-011506
Item 7. Management’s Discussion and Analysis of Financial Condition 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 69 previous paragraphs and 65 current paragraphs.
44 unchanged; 15 reworded; 6 added; 10 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 13 previous and 11 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 (6)
Current report
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Current report
Results of Operations
Current report
Interest Income
Current report
Employee Retention Credit (ERC) - The Company qualified for federal government assistance during the calendar 3rd and 4 th quarters of 2022 in the amount of approximately $255,500 through ERC provisions of the Consolidated Appropriations Act of 2021. The purpose of the ERC was to encourage employers to keep employees on the payroll, even if they are not working during the covered period due to the effects of the coronavirus outbreak. These funds were recorded when the Company was notified by the IRS that the ERC had been approved and would be paid to the Company and is included in the Consolidated Statements of Operations for the fiscal year ended June 30, 2025 as an offset to salary expense. Interest accrued associated with the payment of the ERC to the Company totaled $12,767.
Current report
Gain (loss) on extinguishment of debt
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. For the year ended June 30, 2025 the gain on extinguishment of debt was:
Removed paragraphs (10)
Previous report
Derivative Liability Expense
Previous report
The Company issued convertible notes in January 2023 and June 2023 which provisions contained variable price conversion terms, resulting in a derivative liability expense, measured as of the issuance date of the notes.
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
During the year ended June 30, 2023, we recorded a loss on the payoff of convertible note totaling $12,062, which is recorded in the Consolidated Statement of Operations as loss on extinguishment of debt.
Previous report
A recap of the Loss on extinguishment of debt during fiscal 2023 is as follows:
Previous report
Issuance of Convertible Notes Payable
Previous report
In January and February 2021, we issued 39,371 warrants with a two-year life, and fixed exercise prices ranging from $0.0055 to $0.02 per share. An additional 9,239,130 warrant shares were issued due to repricing certain warrants with a $0.02 exercise price to a $0.0115 exercise price.
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
We account for share–based payments granted to non–employees in accordance with ASC 505–50, “Equity Based Payments to Non–Employees.” We determine the fair value of the stock–based payment as either the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more readily determinable. If the fair value of the equity instruments issued is used, it is measured using the stock price and other measurement assumptions as of the earlier of either (1) the date at which a commitment for performance by the counterparty to earn the equity instruments is reached, or (2) the date at which the counterparty’s performance is complete.
Reworded paragraphs (15)
Previous wording
Since February 12, 2018 Mark Lucky has served as Chairman and CEO. He also currently serves as CFO. The Company’s headquarters is located at 4094 Majestic Lane, Suite 360, Fairfax, VA 22124. Since February 2018, the Company has focused on creating a world-class cybersecurity/digital risk management company, with a focus on network security, threat visualization, pinpoint threat identification, and big-data analytics. Our solutions address the growing security and compliance complexities and risks resulting from the increasing adoption of cloud computing and the proliferation of geographically dispersed IT assets.
Current wording
Since February 12, 2018 Mark Lucky has served as Chairman and CEO. He also currently serves as CFO. The Company’s headquarters is located at 4094 Majestic Lane, Suite 360, Fairfax, VA 22124. Since February 2018, the Company has focused on creating a world-class cybersecurity/digital risk management company, with a focus on artificial intelligence, network security, threat visualization, pinpoint threat identification, and big-data analytics. Our solutions address the growing security and compliance complexities and risks resulting from the increasing adoption of cloud computing and the proliferation of geographically dispersed IT assets.
Previous wording
In March 2019, Visium entered into a software license agreement with MITRE Corporation to license a patented technology, known as Cygraph, a tool for cyber warfare analytics, visualization, and knowledge management. Cygraph is a military-grade highly scalable big data analytics tool for Cybersecurity, based on graph database technology. The development of the technology was sponsored by, and is currently in use by United States Army Cyber Command. Cygraph provides advanced analytics for cybersecurity situational awareness that is scalable, flexible, and comprehensive. Visium has completed significant proprietary product development efforts to commercialize Cygraph. During fiscal 2022 the Company rebranded Cygraph as TruContext TM to reflect the enhanced version of the software tool which resulted from significant proprietary development of the software.
Current wording
Visium has developed a proprietary data analytics platform called TruContext TM that provides advanced analytics for cybersecurity situational awareness that is scalable, flexible, and comprehensive.
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 June 30, 2024 no activity has occurred pursuant to this contract.
Current wording
The Company has entered 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, 2025 no activity has occurred pursuant to this contract.
Previous wording
For the year ended June 30, 2024, development expense totaled $86,702 as compared to $214,965 for the year ended June 30, 2023, a decrease of $128,263 or approximately 60%.
Current wording
For the year ended June 30, 2025, development expense totaled $325 as compared to $86,702 for the year ended June 30, 2024, a decrease of $86,377 or approximately 100%.
Previous wording
For the year ended June 30, 2024, selling, general and administrative expenses were $2,501,775 as compared to $2,198,639 for the year ended June 30, 2023, an increase of $303,136 or approximately 14%. For the years ended June 30, 2024 and 2023 selling, general and administrative expenses consisted of the following:
Current wording
For the year ended June 30, 2025, selling, general and administrative expenses were $1,649,817 as compared to $2,501,776 for the year ended June 30, 2024, a decrease of $851,959 or approximately 34%. For the years ended June 30, 2025 and 2024 selling, general and administrative expenses consisted of the following:
Previous wording
The increase in selling, general and administrative expenses during fiscal 2024, when compared with the prior year, is primarily due to an increase in stock-based consulting expense of $388,885, an increase in legal and professional fees of $25,694, and an increase in consulting fees of $29,980, offset by a decrease in salaries of $97,088, a decrease in investor relations expense of $13,688, and a decrease in stock-based compensation expense of $14,743.
Current wording
The decrease in selling, general and administrative expenses during fiscal 2025, when compared with the prior year, is primarily due to a decrease in stock-based consulting expense of $402,251, a decrease in stock-based compensation of $444,132, a decrease in consulting fees of $45,000, a decrease in salaries of $94,270, and a decrease in accounting expense of $8,047, offset by an increase in legal and professional fees of $125,264 and other expense of $26,110.
Previous wording
Changes in fair value of derivative liabilities results from the changes in the fair value of the derivative liability due to the application of ASC 815, resulting in either income or expense, depending on the difference in fair value of the derivative liabilities between their measurement dates. The increase in fair value of derivative liabilities recognized during fiscal 2024 is primarily due to a change in accounting estimate related to the accounting for derivative liabilities as a result of a decrease in share price.
Current wording
Changes in fair value of derivative liabilities results from the changes in the fair value of the derivative liability due to the application of ASC 815, resulting in either income or expense, depending on the difference in fair value of the derivative liabilities between their measurement dates. The decrease in fair value of derivative liabilities recognized during fiscal 2025 is primarily due to a change in accounting estimate related to the accounting for derivative liabilities as a result of a decrease in share price.
Previous wording
Interest expense represents the stated interest of notes and convertible notes payable as well as the amortization of debt discount. The decrease in interest expense during fiscal 2024 is primarily due to lower discount amortization expense of $59,600 in fiscal 2024.
Current wording
Interest expense represents the stated interest of notes and convertible notes payable as well as the amortization of debt discount. The increase in interest expense during fiscal 2025 is primarily due to interest on the delinquent convertible notes payable.
Previous wording
At June 30, 2024 our total assets consisted of cash. At June 30, 2023 100% our total assets consisted of cash.
Current wording
At June 30, 2025 our total assets consisted of cash and a prepaid license fee of $7,500. At June 30, 2024 100% our total assets consisted of cash.
Previous wording
We were unable to generate sufficient funds from operations to fund our ongoing operating requirements through June 30, 2024. As of September 30, 2024, we had approximately $11,000. We may need to raise funds to enhance our working capital and use them for strategic purposes. If such need arises, we intend to generate proceeds from either debt or equity financing.
Current wording
We were unable to generate 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 $488,319 and $523,886 during the years ended June 30 2024 and 2023, respectively, and has a working capital deficit of approximately $5.1 million and $4.3 million at June 30, 2024 and 2023, respectively. The Company’s ability to continue as a going concern is dependent upon its ability to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due, to fund possible future acquisitions, and to generate profitable operations in the future, once a merger with an operating company is consummated. Management plans may continue to provide for its capital requirements by issuing additional equity securities and debt and the Company will continue to find possible acquisition targets. The outcome of these matters cannot be predicted at this time and there are no assurances that, if achieved, the Company will have sufficient funds to execute its business plan or generate positive operating results.
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 $411,177 and $488,319 during the years ended June 30 2025 and 2024, respectively, and has a working capital deficit of approximately $5.8 million and $5.1 million at June 30, 2025 and 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, 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 in fiscal year 2023 decreased by $1,691,435 or 76% from fiscal year 2022. Cash from financing activities was obtained through the sale of common stock that netted the Company $40,250, the sale of convertible notes that netted the Company $140,000, and the sale of promissory notes that netted the Company $190,000.
Current wording
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.
Previous wording
We generated net proceeds of $122,960 and $140,000 during fiscal 2024 and 2023, respectively, from the issuance of convertible notes payable.
Current wording
We generated net proceeds of $569,200 during fiscal 2025 from the issuance of promissory notes, and $122,960 from the issuance of convertible notes payable during fiscal 2024.
Previous wording
The Company had promissory notes aggregating approximately $777,954 at June 30, 2024 and $380,013 at June 30, 2023. The related accrued interest amounted to approximately $288,661 and $224,010 at June 30, 2024 and 2023, respectively. There is no provision in the note agreements for adjustments to the interest rates on these notes in the event of default. The notes payable bear interest at rates between 0% and 20% per annum. Interest is generally payable monthly. $355,000 of these notes have matured as of June 30, 2024. We generated net proceeds of $465,000 during fiscal 2024 from the issuance of short-term notes payable.
Current wording
The Company had promissory notes aggregating approximately $991,567 at June 30, 2025 and $777,954 at June 30, 2024. The related accrued interest amounted to approximately $169,600 and $288,661 at June 30, 2025 and 2024, respectively. There is no provision in the note agreements for adjustments to the interest rates on these notes in the event of default. The notes payable bear interest at rates between 0% and 20% per annum. Interest is generally payable at maturity. $535,000 of these notes have matured as of June 30, 2025. We generated net proceeds of $465,000 during fiscal 2024 from the issuance of short-term notes payable.
Previous wording
The Company had convertible promissory notes aggregating approximately $534,361 and $937,576 outstanding at June 30, 2024 and 2023, respectively. The accrued interest amounted to approximately $251,455 and $324,031 at June 30, 2024 and 2023, respectively. There is no provision in the note agreements for adjustments to the interest rates on these notes in the event of default. The convertible notes payable bear interest at rates ranging between 0% and 18% per annum. Interest is generally payable monthly. The Convertible Notes Payable are generally convertible at rates ranging between $0.0042 and $30,375,000 per share, at the holders’ option.
Current wording
The Company had convertible promissory notes aggregating approximately $183,873 and $534,361 outstanding at June 30, 2025 and 2024, respectively. The accrued interest amounted to approximately $247,563 and $251,455 at June 30, 2025 and 2024, respectively. There is no provision in the note agreements for adjustments to the interest rates on these notes in the event of default. The convertible notes payable bear interest at rates ranging between 0% and 18% per annum. Interest is generally payable monthly. The Convertible Notes Payable are generally convertible at rates ranging between $0.0042 and $121.50 per share, at the holders’ option.