Visium Technologies, Inc 10-Q for FY2025 Q2
Visium Technologies, Inc. (VISM)
About this 10-Q
Visium Technologies, Inc filed this 10-Q on February 14, 2025, covering the quarter ended December 31, 2024 (FY2025 Q2).
Headline figures
Quarter ended December 31, 2024, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $0
- compared with $0 a year earlier
- Net loss
- $381.78K
- compared with a net loss of $1.21M a year earlier
- Diluted EPS
- $0.00
- compared with -$0.02 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from ___________ to ___________.
Commission file number
(Exact name of registrant as specified in its charter) |
| ||
(State of Incorporation) |
| (IRS Employer Identification No.) |
(Address of principal executive offices)
(
Registrant’s telephone number, including area code:
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
| Trading Symbol(s) |
| Name of each exchange on which registered |
N/A |
| N/A |
| N/A |
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 such 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.
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).
Indicate by check mark whether the registrant is large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:
Large accelerated filer | ☐ | Accelerated filer | ☐ |
☒ | Smaller Reporting Company | ||
Emerging growth company |
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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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
The number of shares outstanding of the registrant’s Common Stock, $0.0001 par value per share, as of February 12, 2025, was
When used in this quarterly report, the terms “Visium,” “the Company,” “we,” “our,” and “us” refer to Visium Technologies, Inc., a Florida corporation.
CAUTIONARY STATEMENT REGARDING FORWARD LOOKING INFORMATION
This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that are based on our management's current beliefs, estimates and assumptions and on information currently available to management that we believe may affect our financial condition, results of operation, business strategy and financial need. Such statements involve substantial risk and uncertainties. All statements contained in this Quarterly Report on Form 10-Q other than statements of historical fact, including statements regarding our future operating results and financial position, our business strategy and plans, market growth and trends, and objectives for future operations are forward-looking statements. Forward-looking statements generally relate to future events or our future financial or operating performance. In some cases, you can identify forward-looking statements because they contain words such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential,” or “continue” or the negative of these words or other similar terms or expressions that concern our expectations, strategy, plans or intentions.
These risks and uncertainties include, among other things, risks related to our expectations regarding global macro-economic conditions, including the effects of inflation, rising and fluctuating interest rates and market volatility on the global economy; our ability to estimate the size and growth of our total addressable market, and the development of the market for our products, which is new and evolving; our ability to effectively sustain and manage our growth and future expenses, achieve and maintain future profitability, attract new customers; the effects of increased competition in our market and our ability to compete effectively; our ability to expand use cases within existing customers and vertical solutions; our ability to expand our operations and increase adoption of our platform internationally; our ability to expand our direct sales force, customer success team and strategic partnerships around the world; the sufficiency of our cash and capital resources to satisfy our liquidity needs; our ability to hire, retain and motivate qualified personnel, including executive level management; and our ability to successfully manage and integrate executive management transitions; uncertainties regarding the impact of general economic and market conditions, including as a result of regional and global conflicts or related government sanctions;.
Most of these factors are difficult to predict and are generally beyond our control. Therefore, you should not rely upon forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this Quarterly Report on Form 10-Q primarily on our current expectations and projections about future events and trends that we believe may affect our business, financial condition, results of operations, and prospects. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties, and other factors described in the section titled “Risk Factors” and elsewhere in this Quarterly Report on Form 10-Q. We undertake no obligation to update any forward-looking statements after the date of this Quarterly Report on Form 10-Q or to conform such statements to actual results or revised expectations, except as required by law. Further information on potential factors that could affect our business is described under “Item 1A. Risk Factors” in our Annual Report on Form 10-K as filed with the United States Securities and Exchange Commission, or the SEC, on October 6, 2024. Readers are also urged to carefully review and consider the various disclosures we have made in this Quarterly Report on form 10-Q and in our Annual Report on Form 10-K.
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VISIUM TECHNOLOGIES, INC. AND SUBSIDIARIES
INDEX
| 2 |
| Table of Contents |
PART I - FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements
VISIUM TECHNOLOGIES, INC.
CONSOLIDATED BALANCE SHEETS
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| December 31, 2024 |
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| June 30, 2024(1) |
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ASSETS |
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Current assets: |
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Cash |
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Total current assets |
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Total assets |
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LIABILITIES AND STOCKHOLDERS’ DEFICIT |
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Current liabilities: |
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Accounts payable and accrued expenses |
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Accrued compensation |
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Due to officer |
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Accrued interest |
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Convertible notes payable, net of discount of $ |
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Derivative liabilities |
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Notes payable, net of discount of $ |
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Total current liabilities |
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Commitments and contingencies (Note 11) |
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Stockholders’ deficit: |
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Preferred stock |
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Series A Convertible Stock ($ |
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Series B Convertible Stock ($ |
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Series C Convertible Stock ($ |
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Series AA Convertible Stock ($ |
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Common stock, $ |
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Additional paid in capital |
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Accumulated deficit |
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Total stockholders’ deficit |
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Total liabilities and stockholders’ deficit |
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| $ |
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____________
(1) Derived from audited financial statements.
See Notes to Unaudited Consolidated Financial Statements.
| 3 |
| Table of Contents |
VISIUM TECHNOLOGIES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
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| Three Months Ended |
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| December 31, |
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| 2024 |
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| 2023 |
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| 2023 |
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Net revenues |
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Operating expenses: |
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Selling, general and administrative |
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Development expense |
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Total Operating Expenses |
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Loss from Operations |
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Other income (expenses): |
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Gain on change in fair value of derivative liabilities |
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Gain (loss) on extinguishment of debt |
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Interest expense |
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Total other income (expenses) |
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Net loss |
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Loss per common share basic and diluted |
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| $ |
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Weighted average common shares outstanding – basic and diluted |
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See Notes to Unaudited Consolidated Financial Statements.
| 4 |
| Table of Contents |
VISIUM TECHNOLOGIES, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT
FOR THE THREE AND SIX MONTHS ENDED DECEMBER 31, 2024
(UNAUDITED)
Six months ended December 31, 2024
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| Preferred |
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| Series B |
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| Series AA |
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| Stock |
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| $0.001 |
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| $0.001 |
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| $0.001 |
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| $0.001 |
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| $0.0001 |
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| Additional |
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| Total |
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| Par Value |
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| Paid-in |
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| Accumulated |
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| Stockholders’ |
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| Shares |
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| Amount |
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| Capital |
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| Deficit |
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Balance at June 30, 2024 |
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Shares issued as compensation to directors and officers |
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Shares issued for consulting services |
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Shares issued for conversion of notes payable |
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Net income (loss) for the six months ended December 31, 2024 |
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Balance at December 31, 2024 |
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| $ |
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Three months ended December 31, 2024
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| Preferred |
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| Stock - |
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| Common |
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| $0.001 |
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| $0.001 |
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| $0.001 |
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| $0.001 |
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| $0.0001 |
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| Additional |
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| Total |
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| Par Value |
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| Par Value |
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| Paid-in |
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Balance at September 30, 2024 |
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Shares issued for conversion of notes payable |
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Net income (loss) for the three months ended December 31, 2024 |
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Balance at December 31, 2024 |
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| $ |
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| $ |
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| $ |
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| 5 |
| Table of Contents |
VISIUM TECHNOLOGIES, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT
FOR THE THREE AND SIX MONTHS ENDED DECEMBER 31, 2023
(UNAUDITED)
For the three months ended December 31, 2023
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| Preferred |
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| Preferred |
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| Stock - |
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| Common |
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| Series A |
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| Series C |
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| Series AA |
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| Stock |
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| $0.001 |
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| $0.001 |
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| $0.001 |
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| $0.001 |
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| $0.0001 |
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| Additional |
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| Total |
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| Par Value |
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| Par Value |
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| Paid-in |
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| Accumulated |
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| Stockholders’ |
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| Capital |
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| Deficit |
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Balance at September 30, 2023 |
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Shares issued for consulting services |
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Shares issued as compensation to employees |
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Shares issued as compensation to directors and officers |
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| ||||
Shares issued for conversion of notes payable |
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| ||||
Net loss for the three months ended December 31, 2023 |
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| ( | ) |
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| ( | ) |
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Balance at December 31, 2023 |
|
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| $ |
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| $ |
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| - |
|
| $ |
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| $ |
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| $ |
|
| $ |
|
| $ | ( | ) |
| $ | ( | ) | ||||||||||
For the six months ended December 31, 2023
|
| Preferred |
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| Preferred |
|
| Preferred |
|
| Preferred |
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|
|
| ||||||||||||||||||||||||||||||||
|
| Stock - |
|
| Stock - |
|
| Stock - |
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| Stock - |
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| Common |
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| |||||||||||||||||||||||||||||||
|
| Series A |
|
| Series B |
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| Series C |
|
| Series AA |
|
| Stock |
|
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|
|
|
|
| |||||||||||||||||||||||||||||||
|
| $0.001 |
|
| $0.001 |
|
| $0.001 |
|
| $0.001 |
|
| $0.0001 |
|
| Additional |
|
|
|
| Total |
| |||||||||||||||||||||||||||||
|
| Par Value |
|
| Par Value |
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| Par Value |
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| Par Value |
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| Par Value |
|
| Paid-in |
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| Accumulated |
|
| Stockholders’ |
| ||||||||||||||||||||||||||||
|
| Shares |
|
| Amount |
|
| Shares |
|
| Amount |
|
| Shares |
|
| Amount |
|
| Shares |
|
| Amount |
|
| Shares |
|
| Amount |
|
| Capital |
|
| Deficit |
|
| Deficit |
| |||||||||||||
Balance at June 30, 2023 |
|
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| $ |
|
|
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|
| $ |
|
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| - |
|
| $ |
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|
| $ |
|
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| $ |
|
| $ |
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| $ | ( | ) |
| $ | ( | ) | ||||||||||
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Shares issued for consulting services |
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| ||||
Shares issued as compensation to employees |
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| ||||
Shares issued as compensation to directors and officers |
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| ||||
Shares issued for conversion of notes payable |
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| ||||
Deemed dividend |
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|
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|
|
| ( | ) |
|
|
| ||
Net loss for the six months ended December 31, 2023 |
|
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| ( | ) |
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| ( | ) |
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Balance at December 31, 2023 |
|
|
|
| $ |
|
|
|
|
| $ |
|
|
| - |
|
| $ |
|
|
|
|
| $ |
|
|
|
|
| $ |
|
| $ |
|
| $ | ( | ) |
| $ | ( | ) | ||||||||||
See Notes to Unaudited Consolidated Financial Statements.
| 6 |
| Table of Contents |
VISIUM TECHNOLOGIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
|
| Six-months ended |
| |||||
|
| December 31, |
| |||||
|
| 2024 |
|
| 2023 |
| ||
Cash flows from operating activities: |
|
|
|
|
|
| ||
Net loss |
| $ | ( | ) |
| $ | ( | ) |
Adjustments to reconcile net loss to net cash used in operating activities: |
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|
Stock-based compensation |
|
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| ||
Amortization of debt discount |
|
|
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|
| ||
Gain on change in fair value of derivative liability |
|
| ( | ) |
|
| ( | ) |
(Gain) loss on extinguishment of debt |
|
| ( | ) |
|
|
| |
Changes in operating assets and liabilities: |
|
|
|
|
|
|
|
|
Accounts payable and accrued expenses |
|
|
|
|
|
| ||
Prepaid license fee |
|
|
|
|
| ( | ) | |
Accrued interest |
|
|
|
|
|
| ||
Accrued compensation |
|
|
|
|
|
| ||
Net cash used in operating activities |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
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|
|
Cash flows from financing activities: |
|
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|
|
Proceeds from promissory notes payable |
|
|
|
|
|
| ||
Repayment of convertible notes payable |
|
|
|
|
| ( | ) | |
Proceeds from convertible notes payable |
|
|
|
|
|
| ||
Repayment of promissory notes payable |
|
| ( | ) |
|
| ( | ) |
Advances from officers |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Net cash provided by financing activities |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Net decrease in cash |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
Cash, beginning of period |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Cash, end of period |
| $ |
|
| $ |
| ||
|
|
|
|
|
|
|
|
|
Supplemental disclosures of cash flow information: |
|
|
|
|
|
|
|
|
Cash paid for interest |
| $ |
|
| $ |
| ||
Cash paid for income taxes |
| $ |
|
| $ |
| ||
|
|
|
|
|
|
|
|
|
Non-cash investing and financing activities: |
|
|
|
|
|
|
|
|
Issuance of common stock for conversion of notes payable ,accrued interest, and fees |
| $ |
|
| $ |
| ||
See Notes to Unaudited Consolidated Financial Statements.
| 7 |
| Table of Contents |
VISIUM TECHNOLOGIES, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2024
NOTE 1: ORGANIZATION, GOING CONCERN AND BASIS OF PRESENTATION
Visium Technologies, Inc., or the Company, is a Florida-based corporation originally incorporated in Nevada in October 1987. The company has undergone several name changes over its history, reflecting its evolving focus. It was known as Jaguar Investments, Inc. (1987–2003), Power2Ship, Inc. (2003–2006), Fittipaldi Logistics, Inc. (2006–2007), and NuState Energy Holdings, Inc. (2007–2018) before adopting its current name in March 2018.
Visium specializes in cybersecurity visualization, big data analytics, and automation, operating across traditional cybersecurity domains, cloud-based technologies, and the Internet of Things (IoT). In March 2019, Visium entered a software license agreement with MITRE Corporation to utilize CyGraph, a patented tool for cyber warfare analytics, visualization, and knowledge management. CyGraph, a military-grade, highly scalable big data analytics solution, was developed with sponsorship from the U.S. Army and is currently used by the U.S. Army Cyber Command. Visium has significantly enhanced CyGraph to commercialize it as TruContext™, adding functionalities such as cloud-native capabilities, multi-user and multi-tenant support, an intuitive graphical user interface (GUI), and advanced dashboard and reporting features. TruContext™ empowers cybersecurity analysts by providing real-time actionable insights into network data, enabling a comprehensive understanding of asset relationships, communication patterns, and vulnerabilities within enterprise environments.
In November 2023, Visium expanded its scope by securing a $20 million contract through its partner, Cybastion Institute of Technology, to oversee the design and construction of data centers in the Republic of Côte d’Ivoire and the Republic of Benin. The project includes developing data center architecture, power and civil engineering, network topology, vendor high availability solutions, and a comprehensive security stack that integrates TruContext™. As of December 31, 2024, no activities have commenced under this contract.
In April 2021, Visium established JAJ Advisory, LLC, a Virginia-based subsidiary for non-cybersecurity-related business opportunities. As of December 31, 2024, this subsidiary has not undertaken any activities.
Going Concern
The accompanying consolidated financial statements have been prepared on a going concern basis. For the six months ended December 31, 2024 we had a net loss of $
Basis of Presentation
The unaudited interim consolidated financial information furnished herein reflects all adjustments, consisting only of normal recurring items, which in the opinion of management are necessary to fairly state Visium Technologies, Inc.’s (the “Company” or “we”, “us” or “our”) financial position, results of operations and cash flows for the dates and periods presented and to make such information not misleading. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted pursuant to rules and regulations of the Securities and Exchange Commission (“SEC”), nevertheless, management of the Company believes that the disclosures herein are adequate to make the information presented not misleading.
These unaudited consolidated financial statements should be read in conjunction with the Company’s audited financial statements for the year ended June 30, 2024, contained in the Company’s Annual Report on Form 10-K filed with the SEC on September 30, 2024. The results of operations for the six months ended December 31, 2024, are not necessarily indicative of results to be expected for any other interim period or the fiscal year ending June 30, 2025.
| 8 |
| Table of Contents |
VISIUM TECHNOLOGIES, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2024
NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Fiscal Year
The fiscal year ends on June 30. References to fiscal year 2025, for example, refer to the fiscal year ending June 30, 2025.
Principles of Consolidation
The accompanying unaudited consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles and include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidation.
Use of Estimates
The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reporting amounts of revenues and expenses during the reported period. Actual results will differ from those estimates. Included in these estimates are assumptions used in Cox, Ross & Rubinstein Binomial Tree stock-based compensation valuation methods, such as expected volatility, risk-free interest rate, and expected dividend rate and in the valuation allowance of deferred tax assets and derivative liability.
Cash and Cash Equivalents
The Company considers all highly liquid, temporary, cash equivalents or investments with an original maturity of three months or less when purchased, to be cash equivalents. The Company had no cash equivalents during the six months ended December 31, 2024 and year ended June 30, 2024.
Concentration of Credit Risks
The Company is subject to a concentration of credit risk from cash.
The Company’s cash account is held at a financial institution and is insured by the Federal Deposit Insurance Corporation, or FDIC, up to $
Derivative Liabilities
The Company assessed the classification of its derivative financial instruments as of December 31, 2024 and June 30, 2024 which consist of convertible instruments and rights to shares of the Company’s common stock and determined that such derivatives meet the criteria for liability classification under ASC 815.
ASC 815 generally provides three criteria that, if met, require companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments. These three criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument subject to the requirements of ASC 815. ASC 815 also provides an exception to this rule when the host instrument is deemed to be conventional, as described.
The Company uses judgment in determining the fair value of derivative liabilities at the date of issuance and at every balance sheet thereafter and in determining which valuation method is most appropriate for the instrument, the expected volatility, the implied risk-free interest rate, as well as the expected dividend rate, if any. The Company recorded derivative liabilities as of December 31, 2024 of $
| 9 |
| Table of Contents |
VISIUM TECHNOLOGIES, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2024
NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued
Fair Value of Financial Instruments
The Company accounts for assets and liabilities measured at fair value on a recurring basis, in accordance with ASC Topic 820, Fair Value Measurements and Disclosures, or ASC 820. ASC 820 establishes a common definition for fair value to be applied to existing generally accepted accounting principles that require the use of fair value measurements, establishes a framework for measuring fair value, and expands disclosure about such fair value measurements.
ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Additionally, ASC 820 requires the use of valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized below:
Level 1: | Observable inputs such as quoted market prices in active markets for identical assets or liabilities. |
|
|
Level 2: | Observable market-based inputs or unobservable inputs that are corroborated by market data. |
|
|
Level 3: | Unobservable inputs for which there is little or no market data, which require the use of the reporting entity’s own assumptions. |
The following is the Level 3 activity for the Company’s derivatives:
Derivative liability at June 30, 2024 |
| $ |
| |
Gain on change in fair value of derivative liability |
|
| ( | ) |
Derivative liability at December 31, 2024 |
| $ |
|
Additional Disclosures Regarding Fair Value Measurements
The carrying value of cash, accounts payable and accrued expenses, accrued compensation, notes payable and convertible promissory notes payable, approximate their fair value due to the short maturity of these items or the use of market interest rates.
Convertible Instruments
The Company accounts for convertible instruments (when it has determined that the embedded conversion options should not be bifurcated from their host instruments) in accordance with ASC 470-20, Debt with Conversion and Other Options. Accordingly, the Company records, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt to their earliest date of redemption. The Company also records deemed dividends for the intrinsic value of conversion options embedded in preferred shares based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note.
ASC 815-40, Contracts in Entity’s own Equity, generally provides that, among other things, if an event is not within the entity’s control, such contract could require net cash settlement and shall be classified as an asset or a liability.
The Company determines whether the instruments issued in the transactions are considered indexed to the Company’s own stock. During fiscal years 2014 through 2024 the Company’s issued convertible securities with variable conversion provisions that resulted in derivative liabilities. See discussion above under derivative liabilities that resulted in a change in derivative liability accounting.
Revenue Recognition
All revenues are recorded in accordance with ASC 606, which is recognized when: (i) a contract with a client has been identified, (ii) the performance obligation(s) in the contract have been identified, (iii) the transaction price has been determined, (iv) the transaction price has been allocated to each performance obligation in the contract, and (v) the Company has satisfied the applicable performance obligation over time.
| 10 |
| Table of Contents |
VISIUM TECHNOLOGIES, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2024
NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued
Share-Based Payments
The Company accounts for stock-based compensation in accordance with ASU 2023-07, Compensation – Stock Compensation (Topic 718). This update is intended to reduce cost and complexity and to improve financial reporting for share-based payments issued to non-employees (for example, service providers, external legal counsel, suppliers, etc.). The ASU expands the scope of Topic 718, Compensation—Stock Compensation, which currently only includes share-based payments issued to employees, to also include share-based payments issued to non-employees for goods and services. Consequently, the accounting for share-based payments to non-employees and employees is substantially aligned.
Under ASC Topic 718, “Compensation – Stock Compensation”. Under the fair value recognition provisions of this topic, stock-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as an expense on a straight-line basis over the requisite service period, which is the vesting period.
The Company has elected to use the Cox, Ross & Rubinstein Binomial Tree valuation model to estimate the fair value of its options, which incorporates various subjective assumptions including volatility, risk-free interest rate, expected life, and dividend yield to calculate the fair value of stock option awards. Compensation expense recognized in the statements of operations is based on awards ultimately expected to vest and reflects estimated forfeitures. ASC 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates.
Income Taxes
The Company accounts for income taxes pursuant to the provisions of ASC 740-10, “Accounting for Income Taxes,” which requires, among other things, an asset and liability approach to calculating deferred income taxes. The asset and liability approach requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. A valuation allowance is provided to offset any net deferred tax assets for which management believes it is more likely than not that the net deferred asset will not be realized.
The Company follows the provisions of ASC 740-10, “Accounting for Uncertain Income Tax Positions”. When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. In accordance with the guidance of ASC 740-10, the benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above should be reflected as a liability for uncertain tax benefits in the accompanying balance sheet along with any associated interest and penalties that would be payable to the taxing authorities upon examination. The Company believes its tax positions are all highly certain of being upheld upon examination. As such, the Company has not recorded a liability for uncertain tax benefits.
The Company has adopted ASC 740-10-25, “Definition of Settlement”, which provides guidance on how an entity should determine whether a tax position is effectively settled for the purpose of recognizing previously unrecognized tax benefits and provides that a tax position can be effectively settled upon the completion of an examination by a taxing authority without being legally extinguished. For tax positions considered effectively settled, an entity would recognize the full amount of tax benefit, even if the tax position is not considered more likely than not to be sustained based solely on the basis of its technical merits and the statute of limitations remains open. As of December 31, 2024, the Company had not filed tax returns for the tax years ending June 30, 2008 through 2024 and such returns, when filed, potentially will be subject to audit by the taxing authorities for a minimum of three years beyond the filing date under the three-year statute of limitations. The Company has not accrued any potential tax penalties associated with not filing these tax returns. Due to recurring losses, management believes such potential tax penalties, if any, would not be material in amount.
Segment Reporting
The Company operates in one business segment which technologies are focused on IT professional services, data analytics, cybersecurity, and product development.
| 11 |
| Table of Contents |
VISIUM TECHNOLOGIES, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2024
NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued
Recent Accounting Pronouncements
All new accounting pronouncements issued but not yet effective are not expected to have a material impact on our results of operations, cash flows or financial position. There have been no new accounting pronouncements not yet effective that have significance to our consolidated financial statements.
Basic and Diluted Earnings Per Share
Basic earnings per share are calculated by dividing income available to stockholders by the weighted-average number of shares of Common Stock outstanding during each period. Diluted earnings per share are computed using the weighted average number of shares of Common Stock and the dilutive Common Stock share equivalents outstanding during the period. Dilutive Common Stock share equivalents consist of shares issuable upon the exercise of in-the-money stock options and warrants (calculated using the modified-treasury stock method) and conversion of other securities such as convertible debt or convertible preferred stock. Potential common shares that would be as follows:
|
| December 31, |
|
| June 30, |
| ||
|
| 2024 |
|
| 2024 |
| ||
Weighted average common shares outstanding |
|
|
|
|
|
| ||
Effect of dilutive securities-when applicable: |
|
|
|
|
|
|
|
|
Convertible promissory notes |
|
|
|
|
|
| ||
Preferred stock |
|
|
|
|
|
| ||
Common stock options |
|
|
|
|
|
| ||
Warrants |
|
|
|
|
|
| ||
Fully diluted earnings per share—adjusted weighted-average shares and assumed conversions |
|
|
|
|
|
| ||
NOTE 3: DERIVATIVE LIABILITIES
Derivative liability – convertible notes
The Company has certain convertible notes with variable price conversion terms. Upon the issuance of these convertible notes and as a consequence of their conversion features, the convertible notes give rise to embedded derivative liabilities. The Company’s derivative liabilities related to its convertible notes payable have been measured at fair value at December 31, 2024 and June 30, 2024 using the Cox, Ross & Rubinstein Binomial Tree valuation model.
The revaluation of the warrants and convertible debt at each reporting period, as well as the charges associated with issuing additional convertible notes, and warrants with price protection features, resulted in the recognition of a gain of $
The Company has determined its derivative liability to be a Level 3 fair value measurement. The significant assumptions used in the Cox, Ross & Rubinstein Binomial Tree valuation of the derivative are as follows:
|
| Six Months Ended December 31, |
| |||||
|
| 2024 |
|
| 2023 |
| ||
Effective exercise price |
| $ |
|
| $ |
| ||
Effective market price |
| $ |
|
| $ |
| ||
Expected volatility |
| % |
|
| % | |||
Risk-free interest |
|
| % |
|
| % | ||
Expected terms |
|
|
|
| ||||
Expected dividend rate |
|
| % |
|
| % | ||
Changes in the derivative liabilities during the six months ended December 31, 2024 is follows:
Derivative liability at June 30, 2024 |
| $ |
| |
Gain on change in fair value of derivative liability |
|
| ( | ) |
Derivative liability at December 31, 2024 |
| $ |
|
| 12 |
| Table of Contents |
VISIUM TECHNOLOGIES, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2024
NOTE 4: ACCRUED INTEREST PAYABLE
Changes in accrued interest payable during the six months ended December 31, 2024 is as follows:
Accrued interest payable at June 30, 2024 |
| $ |
| |
Conversion of accrued interest into common stock |
|
| ( | ) |
Interest expense paid in cash |
|
| ( | ) |
Interest expense accrued for the six months ended December 31, 2024 |
|
|
| |
Write off of accrued interest payable |
|
| ( | ) |
Accrued interest payable at December 31, 2024 |
| $ |
|
NOTE 5: CONVERTIBLE NOTES PAYABLE AND NOTES PAYABLE
Convertible Notes Payable
At December 31, 2024 and June 30, 2024 convertible debentures consisted of the following:
|
| December 31, |
|
| June 30, |
| ||
|
| 2024 |
|
| 2024 |
| ||
Convertible notes payable |
| $ |
|
| $ |
| ||
Discount on convertible notes |
|
| ( | ) |
|
| ( | ) |
Convertible notes, net |
| $ |
|
| $ |
| ||
The Company had seventeen convertible promissory notes aggregating $
The changes in the convertible notes payable balance are summarized below:
Convertible payable at June 30, 2024 |
| $ |
| |
Write off of convertible notes |
|
| ( | ) |
Amortization of discount related to convertible notes payable |
|
|
| |
Conversion of convertible notes payable into common stock |
|
| ( | ) |
Convertible payable at December 31, 2024 |
| $ |
|
For the six months ended December 31, 2024, the following summarizes the conversion of debt for common shares:
|
|
|
| Amount of |
|
| Amount of |
|
|
|
|
|
| Conversion |
| |||||||||
|
| Shares |
|
| Converted |
|
| Converted |
|
| Conversion |
|
|
|
| Price |
| |||||||
Name |
| Issued |
|
| Principal |
|
| Interest |
|
| Expense |
|
| Total |
|
| Per Share |
| ||||||
Mast Hill |
|
|
|
| $ |
|
|
|
|
|
|
|
|
|
|
| $ |
| ||||||
Total |
|
|
|
| $ |
|
|
|
|
|
|
|
|
|
|
| $ |
| ||||||
In July 2024 the Company obtained a legal opinion to extinguish aged debt totaling $
Accrued interest expense |
| $ |
| |
Convertible notes payable |
|
|
| |
Promissory notes payable |
|
|
| |
Gain on extinguishment of debt for the six months ended December 31, 2024 |
| $ |
|
| 13 |
| Table of Contents |
A recap of the Gain on extinguishment of debt for the six months ended December 31, 2023 is as follows:
Loss on extinguishment of debt related to payoff of convertible note |
| $ | ( | ) |
Gain on extinguishment of debt related to note conversions |
|
|
| |
Gain on extinguishment of debt for the six months ended December 31, 2023 |
| $ |
|
Notes Payable
The Company had promissory notes aggregating $
In December 2024, the Company entered into a Securities Purchase Agreement with 1800 Diagonal Lending, LLC, an accredited investor (“the Lender”), pursuant to which the Lender made a loan to us, evidenced by a promissory note in the principal amount of $
The Company has the right to prepay the Note at any time with no prepayment penalty.
Upon the occurrence and during the continuation of any Event of Default, the Note shall become immediately due and payable and we will be obligated to pay to the Lender, in full satisfaction of our obligations, an amount equal to 150% times the sum of (w) the then outstanding principal amount of the Note plus (x) accrued and unpaid interest on the unpaid principal amount of the Note to the date of payment plus (y) default interest, if any, at the rate of 22% per annum on the amounts referred to in clauses (w) and/or (x) plus (z) any amounts owed to the Holder pursuant to the conversion rights referred to below.
Following a default, the Lender may in its option, convert the outstanding principal and interest on the Note into shares of our common stock at a conversion price per share equal to 65% of the lowest trading price for the common stock during the twenty (20) trading days prior to the conversion date. We agreed to reserve a number of shares of our common stock equal to four (4) times the number of shares of common stock which may be issuable upon conversion of the Note at all times.
The Note provides for standard and customary events of default such as failing to timely make payments under the Note when due, the failure of the Company to timely comply with the Securities Exchange Act of 1934, as amended, reporting requirements and the failure to maintain a listing on the OTC Markets. The interest rate on the Note increases to 22% upon the occurrence of an event of default. The Note also contains customary positive and negative covenants. The Note includes penalties and damages payable to the Lender in the event we do not comply with the terms of the Note, including in the event we do not issue shares of common stock to the Lender upon conversion of the Note within the time periods set forth therein. Additionally, upon the occurrence of certain defaults, as described in the Note, we are required to pay the Lender liquidated damages in addition to the amount owed under the Note.
At no time may the Note be converted into shares of our common stock if such conversion would result in the Lender and its affiliates owning an aggregate of in excess of 4.99% of the then outstanding shares of our common stock.
In the event that the Note is not repaid and the Lender declares a default, our shareholders may suffer significant dilution if, and to the extent that, the balance of the Note is converted into common stock.
| 14 |
| Table of Contents |
NOTE 6: STOCKHOLDERS’ DEFICIT
Common Stock
On September 18, 2024, the Company adopted and on October 21, 2024, filed the Articles of Amendment to its Articles of Incorporation to increase the number of authorized shares of
At December 31, 2024, the Company had
At December 31, 2024, the Company has
Issuances of Common Stock During the Six Months Ended December 31, 2024
Convertible Notes Payable
During the six months ended December 31, 2024 the Company issued
Stock Based Compensation
During the six months ended December 31, 2024 the Company issued
During the six months ended December 31, 2024
Preferred Stock
Series A and B issued and outstanding shares of the Company’s convertible preferred stock have a par value of $
Series A Convertible Preferred Stock
The Series A Preferred Stock has a stated value of $
| 15 |
| Table of Contents |
VISIUM TECHNOLOGIES, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2024
NOTE 6: STOCKHOLDERS’ DEFICIT, continued
Series B Convertible Preferred Stock
Thirty million (
Series C Convertible Preferred Stock
Thirty thousand (
Series AA Convertible Preferred Stock
In March 2018, the Company authorized and issued one share of Series AA convertible preferred stock which provides for the holder to vote on all matters as a class with the holders of Common Stock and each share of Series AA Convertible Preferred Stock shall be entitled to 51% of the common votes on any matters requiring a shareholder vote of the Company. Each one share of Series AA Convertible Preferred Stock is convertible into one (1) share of Common Stock. Mark Lucky, our CEO and CFO, is the holder of the one share of Series AA Convertible Preferred Stock.
Common Stock Warrants
In September 2022 we issued
Due to the price protection features of these warrants, the Company issued
A summary of the status of the Company’s outstanding common stock warrants as of December 31, 2024 and changes during the fiscal year ending on that date is as follows:
|
| Number of |
|
| Weighted Average |
| ||
|
| Warrants |
|
| Exercise Price |
| ||
Common Stock Warrants |
|
|
|
|
|
| ||
Balance at beginning of year |
|
|
|
| $ |
| ||
Granted |
|
| - |
|
|
| - |
|
Exercised |
|
|
|
|
|
| ||
Forfeited |
|
| ( | ) |
|
|
| |
Balance at end of period |
|
|
|
| $ |
| ||
|
|
|
|
|
|
|
|
|
Warrants exercisable at end of period |
|
|
|
|
|
| ||
The following table summarizes information about common stock warrants outstanding at December 31, 2024:
|
|
| Warrants Outstanding |
|
| Warrants Exercisable |
| |||||||||||||
Range of Exercise Price |
|
| Number Outstanding At December 31, 2024 |
|
| Weighted Average Remaining Contractual Life |
| Weighted Average Exercise Price |
|
| Number Exercisable At December 31, 2024 |
|
| Weighted Average Exercise Price |
| |||||
| $ |
|
|
|
|
|
| $ |
|
|
|
|
| $ |
| ||||||
|
|
|
|
|
|
|
| $ |
|
|
|
|
| $ |
| |||||
| 16 |
| Table of Contents |
VISIUM TECHNOLOGIES, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2024
NOTE 7: GAIN ON DEBT WRITE-OFF
In July 2024 the Company obtained a legal opinion to extinguish aged debt totaling $
Accrued interest expense |
|
|
| |
Convertible notes payable |
|
|
| |
Promissory notes payable |
|
|
| |
Gain on extinguishment of debt for the six months ended December 31, 2024 |
| $ |
|
NOTE 8 - STOCK-BASED COMPENSATION
The Company adopted a Stock Incentive Plan on April 18, 2021. This plan is intended to provide incentives which will attract and retain highly competent persons at all levels as employees of the Company, as well as independent contractors providing consulting or advisory services to the Company, by providing them opportunities to acquire the Company’s common stock or to receive monetary payments based on the value of such shares pursuant to Awards issued. While the 2021 Plan terminates
Under the 2021 Stock Incentive Plan, the Company has issued options to purchase
For the six months ended December 31, 2024 and 2023, the Company did not recognize any non-cash compensation expense (which would be included in General and Administrative expense in the accompanying Consolidated Statement of Operations) determined by application of a binomial option pricing model with the following inputs: exercise price, dividend yields, risk-free interest rate, and expected annual volatility. As of December 31, 2024, the Company had no unrecognized pre-tax non-cash compensation expense. The Company used straight-line amortization of compensation expense over the one-year requisite service or vesting period of the grant. The Company recognizes forfeitures as they occur. There are options to purchase approximately
The Company uses a binomial option pricing model to estimate the fair value of its stock option awards and warrant issuances. The calculation of the fair value of the awards using the binomial option-pricing model is affected by the Company’s stock price on the date of grant as well as assumptions regarding the following:
|
| Six months ended December 31, |
|
| Year ended June 30, |
| ||
|
| 2024 |
|
| 2024 |
| ||
Expected volatility |
|
| % |
| % | |||
Expected term |
|
| - |
|
|
| - |
|
Risk-free interest rate |
|
| % |
| % | |||
Forfeiture Rate |
|
| % |
| % | |||
Expected dividend yield |
|
| % |
| % | |||
The expected volatility was determined with reference to the historical volatility of the Company’s stock. The Company uses historical data to estimate option exercise and employee termination within the valuation model. The expected term of options granted represents the period of time that options granted are expected to be outstanding. The risk-free interest rate for periods within the contractual life of the option is based on the U.S. Treasury rate in effect at the time of grant.
| 17 |
| Table of Contents |
A summary of the status of the Company’s outstanding stock options as of December 31, 2024 and June 30, 2024 and changes during the periods ending on that date is as follows:
|
|
|
|
| Weighted Average |
|
| Grant Date |
|
| Aggregate |
|
| Weighted Average |
| |||||
|
|
|
|
| Exercise |
|
| Fair |
|
| Intrinsic |
|
| Remaining |
| |||||
|
| Shares |
|
| Price |
|
| Value |
|
| Value |
|
| Term (Yrs) |
| |||||
Options |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
At June 30, 2024 |
|
|
|
| $ |
|
| $ | - |
|
| $ |
|
|
|
| ||||
Granted |
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
| ||
Exercised |
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
| ||
Forfeiture and cancelled |
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
| - |
| ||
At December 31, 2024 |
|
|
|
| $ |
|
| $ | - |
|
| $ |
|
|
|
| ||||
The following table summarizes information about employee stock options outstanding at December 31, 2024:
|
|
| Outstanding Options |
|
| Vested Options |
| |||||||||||||||||||
|
|
| Number |
|
|
|
|
|
| Number |
|
|
|
|
| |||||||||||
|
|
| Outstanding |
|
| Weighted |
|
| Weighted |
|
| Exercisable |
|
| Weighted |
|
| Weighted |
| |||||||
|
|
| at |
|
| Averaged |
|
| Averaged |
|
| at |
|
| Averaged |
|
| Averaged |
| |||||||
|
|
| December 31, |
|
| Remaining |
|
| Exercise |
|
| December 31, |
|
| Exercise |
|
| Remaining |
| |||||||
Range of Exercise Price |
|
| 2024 |
|
| Life |
|
| Price |
|
| 2024 |
|
| Price |
|
| Life |
| |||||||
| $27.00 |
|
|
|
|
|
|
|
| $ |
|
|
|
|
| $ |
|
|
|
| |||||||
Outstanding options |
|
|
|
|
|
|
|
| $ |
|
|
|
|
| $ |
|
|
|
| |||||||
As of December 31, 2024, the Company had approximately $
Restricted Stock Awards
Restricted stock awards are awards of common stock that are subject to restrictions on transfer and to a risk of forfeiture if the holder leaves the Company before the restrictions lapse or the vesting conditions of the award are not met. The holder of a vested restricted stock award is generally entitled at all times on and after the date of issuance of the restricted shares to exercise the rights of a shareholder of the Company, including the right to vote the shares. The value of stock awards that vest over time was established by the market price on the date of its grant. A summary of the Company’s restricted stock activity for the six months ended December 31, 2024 is presented in the following table:
|
| For the six months ended |
| |||||
|
| December 31, 2024 |
| |||||
|
|
|
|
| Weighted |
| ||
|
|
|
|
| Average |
| ||
|
|
|
|
| Grant Date |
| ||
|
| Shares |
|
| Fair Value |
| ||
Unvested at June 30, 2024 |
|
|
|
| $ | - |
| |
Granted |
|
|
|
| $ |
| ||
Forfeited |
|
|
|
| $ | - |
| |
Vested |
|
| ( | ) |
| $ |
| |
Unvested at December 31, 2024 |
|
|
|
| $ | - |
| |
As of December 31, 2024 the Company had no unrecognized pre-tax non-cash compensation expense.
NOTE 9: RELATED PARTY TRANSACTIONS
Equity transactions with related parties are described in Note 7.
From time to time we have borrowed operating funds from Mr. Mark Lucky, our Chief Executive Officer and from certain Directors, for working capital. The advances were payable upon demand and were interest free. At December 31, 2024 there was $
| 18 |
| Table of Contents |
VISIUM TECHNOLOGIES, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2024
NOTE 10 - ACCRUED PAYROLL
Accrued payroll consist of the following at:
|
| December 31 |
|
| June 30 |
| ||
|
| 2024 |
|
| 2024 |
| ||
Accrued Payroll - officers |
| $ |
|
| $ |
| ||
Accrued payroll - staff |
|
|
|
|
|
| ||
|
| $ |
|
| $ |
| ||
NOTE 11: COMMITMENTS AND CONTINGENCIES
Operating Leases
The Company operates virtually, with no office space rented. The Company has no future minimum annual payments under non-cancelable operating leases at December 31, 2024.
Contingencies
The Company accounts for contingent liabilities in accordance with Accounting Standards Codification (“ASC”) Topic 450, Contingencies. This guidance requires management to assess potential contingent liabilities that may exist as of the date of the financial statements to determine the probability and amount of loss that may have occurred, which inherently involves an exercise of judgment. If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed. For loss contingencies considered remote, no accrual or disclosures are generally made. Management has assessed potential contingent liabilities as of December 31, 2024, and based on the assessment there are no probable loss contingencies requiring accrual or disclosures within its financial statements.
License Contingent Consideration
Our license agreements with The MITRE Corporation
Legal Claims
The Company is subject to litigation, claims, investigations, and audits arising from time to time in the ordinary course of business. Although legal proceedings are inherently unpredictable, the Company believes that it has valid defenses with respect to any matters currently pending against the Company and intends to defend itself vigorously. The outcome of these matters, individually and in the aggregate, is not expected to have a material impact on the Company’s cash flows, results of operations, or financial position.
| 19 |
| Table of Contents |
VISIUM TECHNOLOGIES, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2024
NOTE 12 – FAIR VALUE MEASUREMENT
Fair value measurements
At December 31, 2024 and June 30, 2024, the fair value of derivative liabilities is estimated using the Cox, Ross & Rubinstein Binomial Tree valuation model using inputs that include the expected volatility, the implied risk-free interest rate, as well as the expected dividend rate. The derivative liabilities are the only Level 3 fair value measures.
At December 31, 2024 the estimated fair values of the liabilities measured on a recurring basis are as follows:
|
| Fair Value Measurements at |
| |||||||||
|
| December 31, 2024: |
| |||||||||
|
| (Level 1) |
|
| (Level 2) |
|
| (Level 3) |
| |||
Derivative liability – Convertible notes |
| $ |
|
| $ |
|
| $ |
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
Total derivative liability |
| $ |
|
| $ |
|
| $ |
| |||
NOTE 12: SUBSEQUENT EVENTS
In January 2025 the Company issued
| 20 |
| Table of Contents |
ITEM 2. Management’s Discussion and Analysis and Results of Operations
The following discussion of our financial condition and results of operations should be read in conjunction with the financial statements and related notes included elsewhere in this report. Certain statements in this discussion and elsewhere in this report constitute forward-looking statements. See “Cautionary Statement Regarding Forward Looking Information” elsewhere in this report. Because this discussion involves risk and uncertainties, our actual results may differ materially from those anticipated in these forward-looking statements.
Overview
Visium Technologies, Inc. (“Visium”) was incorporated in Nevada as Jaguar Investments, Inc. during October 1987. During March 2003, a wholly owned subsidiary of the Company merged with Freight Rate, Inc., a development stage company in the logistics software business. During May 2003, the Company changed its name to Power2Ship, Inc. During October 2006, the Company merged with a newly formed, wholly owned subsidiary, Fittipaldi Logistics, Inc., a Nevada corporation, with the Company surviving but its name changed to Fittipaldi Logistics, Inc. effective November 2006. During December 2007, the Company merged with a newly formed, wholly owned subsidiary, NuState Energy Holdings, Inc., a Nevada corporation, with the Company surviving but renamed NuState Energy Holdings, Inc. effective December 2007. In March 2018, the Company brought in a new management team and changed its name to Visium Technologies, Inc.
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.
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.
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.
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.
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.
TruContext™ Cybersecurity Platform Overview
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.
Key Benefits and Capabilities:
| · | Simplification of Security Operations: The platform reduces complexity and costs associated with traditional business intelligence and security solutions, streamlining siloed security products into a unified system. |
| · | Automation: Certain manual processes are automated, freeing personnel to focus on critical tasks. |
| · | Proactive Threat Detection: TruContext™ enables iterative threat hunting, detecting advanced threats that evade traditional solutions. |
| · | Forensic Analysis: In the event of a breach, the platform quickly identifies the root cause, timeline, and downstream impact, helping organizations mitigate damage efficiently. |
| · | Versatility: TruContext™ supports a broad range of use cases, including cybersecurity threat intelligence, critical infrastructure security, supply chain analytics, fraud detection, law enforcement, compliance, and healthcare. |
| 21 |
| Table of Contents |
Real-Time Threat Mitigation
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.
Addressing Industry Challenges
Visium addresses the critical challenges faced by security practitioners, such as:
| · | The growing complexity and volume of cyberattacks. |
| · | Limited resources and experienced personnel for thorough investigations. |
| · | The urgent need for real-time analysis during breaches to minimize damage. |
By equipping organizations with tools for root cause analysis, forensics, and proactive security measures, TruContext™ ensures networks are more resilient and secure.
TruContextTM directly addresses these challenges by:
Providing real-time comprehensive visualized information on security events, that
| · | allow the cyber warrior to immediately pinpoint the root cause of the breach; and |
| · | know with certainty the prioritization and required remediation. |
The real-time ingestion of and visualization of massive amounts of data simplifies the cyber effort, allowing the cyber analyst to intuitively understand the security posture of the organization at a glance.
Using TruContextTM makes the cyber analyst significantly more productive by eliminating false positives and prioritizing threat events.
TruContextTM ingests cyber data from any source, making the data generated by other cyber tools easily understood and actionable. TruContextTM 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.
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. TruContextTM brings all the information for a comprehensive visualization.
On average, according to CrowdStrike, the time from breach to harm caused by threat actors is 98 minutes making the ability to:
| 1. | Identify malicious hacks in real time; and |
| 2. | Perform threat hunting critically important for the security analyst. |
Using the MITRE ATT&CK framework, along with other open source intelligence information, TruContextTM can hunt threats beyond the physical network boundary so that the analyst fully understands his security posture in real time.
TruContextTM 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.
A use-case example for TruContextTM would be in the event sensitive data is being exfiltrated from your network to an external IP address. TruContextTM has the capability to identify this activity and provide alerts that would allow the cyber analyst to quickly remediate the problem.
Another example of how TruContextTM can be used by law enforcement in the context of police investigations. TruContextTM 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 TruContextTM helps investigators be proactive and prevent crime or other incidents, rather than only reacting after an incident has occurred.
Visium currently plans to generate revenue in three (3) primary ways:
| · | through a virtual appliance model, primarily targeted to the Federal government, charging an annual seat license, with the seat license fee increasing based on the size of the network environment; |
| · | through a SaaS model, charging a recurring monthly license fee for TruContextTM based on the size of the network environment and the number of TruContextTM Identifiers (nodes); and |
| · | through professional services to support and deliver IT infrastructure and cybersecurity solutions and services to its customers delivered through a service contract for implementation and data science services. |
| 22 |
| Table of Contents |
Partnership Ecosystem
We work with a number of technology alliance partners to design go-to-market strategies that combine our platform with products or services provided by our technology alliance partners. These partner integrations deliver more secure solutions and an improved end user experience to their customers. Our technology alliance partnerships focus on security analytics, network and infrastructure security, threat platforms and orchestration, and automation.
Visium heavily relies on our technology and infrastructure to provide our products and services to our customers. For example, we host many of our products using third-party data center facilities, and we do not control the operation of these facilities. In addition, we rely on certain technology that we license from third parties, including third-party commercial software and open-source software, which is used with certain of our solutions.
Competition
The markets for our solutions are highly competitive, and we expect both the requirements and pricing competition to increase, particularly given the increasingly sophisticated attacks, changing customer preferences and requirements, current economic pressures, and market consolidation. Competitive pressures in these markets may result in price reductions, reduced margins, loss of market share and inability to gain market share, and a decline in sales, any one of which could seriously impact our business, financial condition, results of operations, and cash flows. We may face competition due to changes in the manner that organizations utilize IT assets and the security solutions applied to them, such as the provision of privileged account security functionalities as part of public cloud providers’ infrastructure offerings, or cloud-based identity management solutions. Limited IT budgets may also result in competition with providers of other advanced threat protection solutions such as McAfee, LLC, Palo Alto Networks, Splunk Inc., and Dynatrace. We also may compete, to a certain extent, with vendors that offer products or services in adjacent or complementary markets to privileged access management, including identity management vendors and cloud platform providers such as Okta and Tableau.
Employees
As of December 31, 2024, we had five (5) full time employees.
Available Information
All reports of the Company filed with the SEC are available free of charge through the SEC’s website at www.sec.gov. In addition, the public may read and copy materials filed by the Company at the SEC’s Public Reference Room located at 100 F Street, N.E., Washington, D.C. 20549. The public may also obtain additional information on the operation of the Public Reference Room by calling the Commission at 1-800-SEC-0330.
Our principal offices are located at 4094 Majestic Lane, Suite 360, Fairfax, Virginia 22033. Our telephone number is (703) 273-0383.
Our common stock is quoted on the OTC Pink under the symbol “VISM.”
| 23 |
| Table of Contents |
VISIUM TECHNOLOGIES, INC.
RESULTS OF OPERATIONS
Three- and Six-Month Periods Ended December 31, 2024 and 2023
|
| Three Months Ended |
|
| Six Months Ended |
| ||||||||||
|
| December 31, |
|
| December 31, |
| ||||||||||
|
| 2024 |
|
| 2023 |
|
| 2024 |
|
| 2023 |
| ||||
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Selling, general and administrative |
| $ | 280,483 |
|
| $ | 1,083,168 |
|
| $ | 650,948 |
|
| $ | 1,591,308 |
|
Development expense |
|
| 75 |
|
|
| 19,446 |
|
|
| 75 |
|
|
| 47,809 |
|
Total Operating Expenses |
|
| 280,558 |
|
|
| 1,102,614 |
|
|
| 651,023 |
|
|
| 1,639,117 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from Operations |
|
| (280,558 | ) |
|
| (1,102,614 | ) |
|
| (651,023 | ) |
|
| (1,639,117 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income (expenses): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gain on change in fair value of derivative liabilities |
|
| 9,921 |
|
|
| 93,085 |
|
|
| 36,031 |
|
|
| 32,689 |
|
Gain (loss) on extinguishment of debt |
|
| - |
|
|
| (66,765 | ) |
|
| 725,059 |
|
|
| (12,035 | ) |
Interest expense |
|
| (111,143 | ) |
|
| (132,014 | ) |
|
| (165,231 | ) |
|
| (178,544 | ) |
Total other income (expenses) |
|
| (101,222 | ) |
|
| (105,694 | ) |
|
| 595,859 |
|
|
| (157,890 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss |
| $ | (381,780 | ) |
| $ | (1,208,308 | ) |
| $ | (55,164 | ) |
| $ | (1,797,007 | ) |
Selling, General, and Administrative Expenses
Six Month Period Ended December 31, 2024
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:
|
| Six Months Ended |
|
|
|
|
| |||||||||
|
| December 31, |
|
| Increase/ |
|
|
| ||||||||
|
| 2024 |
|
| 2023 |
|
| Decrease |
|
| % Change |
| ||||
Accounting expense |
| $ | 34,707 |
|
| $ | 47,710 |
|
| $ | (13,003 | ) |
| (27 | %) | |
Consulting fees |
|
| 60,000 |
|
|
| 105,000 |
|
|
| (45,000 | ) |
| (43 | %) | |
Salaries |
|
| 448,661 |
|
|
| 459,189 |
|
|
| (10,528 | ) |
| (2 | %) | |
Legal and professional fees |
|
| 21,000 |
|
|
| 31,344 |
|
|
| (10,344 | ) |
| (33 | %) | |
Travel expense |
|
| 154 |
|
|
| 6,617 |
|
|
| (6,463 | ) |
| (98 | %) | |
Occupancy expense |
|
| 82 |
|
|
| 1,100 |
|
|
| (1,018 | ) |
| (93 | %) | |
Telephone expense |
|
| 2,463 |
|
|
| 2,686 |
|
|
| (223 | ) |
| (8 | %) | |
Marketing expense |
|
| - |
|
|
| 550 |
|
|
| (550 | ) |
| (100 | %) | |
Website expense |
|
| 696 |
|
|
| - |
|
|
| 696 |
|
|
| N/A |
|
Stock based consulting expense |
|
| 23,270 |
|
|
| 306,095 |
|
|
| (282,825 | ) |
| (92 | %) | |
Stock based compensation |
|
| 52,500 |
|
|
| 610,032 |
|
|
| (557,532 | ) |
| (91 | %) | |
Other |
|
| 7,415 |
|
|
| 20,985 |
|
|
| (13,570 | ) |
| (65 | %) | |
|
| $ | 650,948 |
|
| $ | 1,591,308 |
|
| $ | (940,360 | ) |
| (59 | %) | |
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.
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.
| 24 |
| Table of Contents |
Development Expense
|
| Six-Months Ended |
|
| |||||||
|
| December 31, |
|
| % | ||||||
|
| 2024 |
|
| 2023 |
|
| Change | |||
Development expense |
| $ | 75 |
|
| $ | 47,809 |
|
| (99.8 | %) |
Development expense represents the expense to further enhance and commercialize our products.
Change in Fair Value of Derivative Liabilities
|
| Six-Months Ended |
|
| |||||||
|
| December 31, |
|
| % | ||||||
|
| 2024 |
|
| 2023 |
|
| Change | |||
Gain (loss) on change in fair value of derivative liabilities |
| $ | 36,031 |
|
| $ | 32,689 |
|
| (10 | %) |
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.
Interest Expense
|
| Six-Months Ended |
|
|
| ||||||
|
| December 31, |
|
| % | ||||||
|
| 2024 |
|
| 2023 |
|
| Change | |||
Interest expense |
| $ | 165,231 |
|
| $ | 178,544 |
|
| (7.5 | %) |
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.
Gain (loss) on extinguishment of debt
|
| Six-Months Ended |
|
|
|
| ||||||
|
| December 31, |
|
| % |
| ||||||
|
| 2024 |
|
| 2023 |
|
| Change |
| |||
Gain (loss) on extinguishment of debt |
| $ | 725,059 |
|
| $ | (12,035 | ) |
|
| 6,125 | % |
Three Month Period Ended December 31, 2024
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:
|
| Three Months Ended |
|
|
|
|
| |||||||||
|
| December 31, |
|
| Increase/ |
|
|
| ||||||||
|
| 2024 |
|
| 2023 |
|
| Decrease |
|
| % Change |
| ||||
Accounting expense |
| $ | 9,801 |
|
| $ | 17,131 |
|
| $ | (7,330 | ) |
| (27 | %) | |
Consulting fees |
|
| 30,000 |
|
|
| 29,999 |
|
|
| 1 |
|
| (43 | %) | |
Salaries |
|
| 225,486 |
|
|
| 215,799 |
|
|
| 9,687 |
|
| (2 | %) | |
Legal and professional fees |
|
| 10,500 |
|
|
| 10,804 |
|
|
| (304 | ) |
| (33 | %) | |
Travel expense |
|
| 154 |
|
|
| 1,721 |
|
|
| (1,567 | ) |
| (98 | %) | |
Occupancy expense |
|
| 85 |
|
|
| 518 |
|
|
| (433 | ) |
| (93 | %) | |
Telephone expense |
|
| 1,121 |
|
|
| 1,487 |
|
|
| (366 | ) |
| (8 | %) | |
Marketing expense |
|
| 0 |
|
|
| 550 |
|
|
| (550 | ) |
| (100 | %) | |
Website expense |
|
| 696 |
|
|
| - |
|
|
| 696 |
|
|
| N/A |
|
Stock based consulting expense |
|
| - |
|
|
| 258,748 |
|
|
| (258,748 | ) |
| (92 | %) | |
Stock based compensation |
|
| - |
|
|
| 543,108 |
|
|
| (543,108 | ) |
| (91 | %) | |
Other |
|
| 2,640 |
|
|
| 3,303 |
|
|
| (663 | ) |
| (65 | %) | |
|
| $ | 280,483 |
|
| $ | 1,083,168 |
|
| $ | (802,685 | ) |
| (59 | %) | |
| 25 |
| Table of Contents |
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.
Development Expense
|
| Three-Months Ended |
|
| |||||||
|
| December 31, |
|
| % | ||||||
|
| 2024 |
|
| 2023 |
|
| Change | |||
Development expense |
| $ | 75 |
|
| $ | 19,446 |
|
| (99.6 | %) |
Change in Fair Value of Derivative Liabilities
|
| Three-Months Ended |
|
|
| |||||||
|
| December 31, |
|
| % |
| ||||||
|
| 2024 |
|
| 2023 |
|
| Change |
| |||
Gain on change in fair value of derivative liabilities |
| $ | 9,921 |
|
| $ | 93,085 |
|
|
| (89.3 | )% |
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.
Loss on extinguishment of debt
|
| Three-Months Ended |
|
|
|
| ||||||
|
| December 31, |
|
| % |
| ||||||
|
| 2024 |
|
| 2023 |
|
| Change |
| |||
Loss on extinguishment of debt |
| $ | - |
|
| $ | (66,765 | ) |
|
| 100 | % |
Interest Expense
|
| Three-Months Ended |
|
|
|
| ||||||
|
| December 31, |
|
| % |
| ||||||
|
| 2024 |
|
| 2023 |
|
| Change |
| |||
Interest expense |
| $ | 111,143 |
|
| $ | 132,014 |
|
|
| 16.2 | % |
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.
Liquidity and Capital Resources
|
| Balance at |
| |||||
|
| December 31, |
|
| June 30, |
| ||
|
| 2024 |
|
| 2024 |
| ||
Cash |
| $ | 6,655 |
|
| $ | 8,456 |
|
Accounts payable and accrued expenses |
|
| 1,171,551 |
|
|
| 1,094,516 |
|
Accrued compensation |
|
| 2,291,929 |
|
|
| 1,986,279 |
|
Notes, convertible notes, and accrued interest payable |
| $ | 1,285,445 |
|
| $ | 1,852,431 |
|
At December 31, 2024 and June 30, 2024, our total assets consisted of cash.
We do not have any material commitments for capital expenditures.
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 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.
| 26 |
| Table of Contents |
We intend to finance our operations using a mix of equity and debt financing. We do not anticipate incurring capital expenditures for the foreseeable future. We anticipate that we will need to raise approximately $180,000 per year in the near term to finance the recurring costs of being a publicly-traded company. In the long-term, we anticipate we will need to raise a substantial amount of capital to complete an acquisition. We are unable to quantify the resources we will need to successfully complete an acquisition. If these funds cannot be obtained, we may not be able to consummate an acquisition or merger, and our business may fail as a result.
Going Concern
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.
Six months ended December 31, 2024
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.
Six months ended December 31, 2023
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.
Capital Raising Transactions
Other outstanding obligations at December 31, 2024
Convertible Notes Payable
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.
Notes Payable
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.
| 27 |
| Table of Contents |
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Not applicable to a smaller reporting company.
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 December 31, 2024. 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 December 31, 2024, 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 six 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 December 31, 2024.
This annual 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 annual report.
Changes in Internal Control Over Financial Reporting
During the quarter ended December 31, 2024, 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.
| 28 |
| Table of Contents |
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
At December 31, 2024 the Company is not the subject of, or party to, any pending or threatened, material legal actions.
From time to time, we may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business.
Item 1A. Risk Factors.
In addition to the other information set forth in this report, you should carefully consider the factors discussed under the heading “Risk Factors” in our Annual Report on Form 10-K filed on October 6, 2024, which could materially affect our business operations, financial condition or future results. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business operations and/or financial condition. There have been no material changes to our risk factors since the filing of our Form 10-K.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Convertible Notes Payable
During the six months ended December 31, 2024 the Company issued 33,666,490 shares of its common stock related to the conversion of $141,399 of principal, accrued interest, and fees for one of its convertible notes payable, at an average contract conversion price of $0.0042 per share.
Stock Based Compensation
During the six months ended December 31, 2024 the Company issued 12,500,000 shares of its $0.0001 par value common stock as compensation to its directors and officers. The shares were valued at $52,500, or $0.0042 per share, based on the share price at the time of the transactions.
During the six months ended December 31, 2024 5,350,000 shares of its $0.0001 par value common stock vested to consultants, as compensation under consulting agreements. The shares were valued at $23,270, or $0.00435 per share.
Item 3. Defaults Upon Senior Securities.
None
Item 4. Mine Safety Disclosures.
Not applicable to our operations.
Item 5. Other Information.
None
Item 6. Exhibits
* | Filed herewith. |
| 29 |
| Table of Contents |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| VISIUM TECHNOLOGIES, INC. |
| |
|
|
|
|
| By: | /S/ Mark B. Lucky |
|
February 14, 2025 |
| Mark B. Lucky |
|
|
| CEO, principal executive officer |
|
|
|
|
|
| By: | /S/ Mark Lucky |
|
February 14, 2025 |
| Mark Lucky |
|
|
| CFO, principal accounting officer |
|
| 30 |
EXHIBIT 31.1
Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Mark Lucky, certify that:
1. I have reviewed this Form 10-Q of Visium Technologies, Inc. for the quarter ended December 31, 2024;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;
4. The small business issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small business issuer and have:
(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) evaluated the effectiveness of the small business issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(c) disclosed in this report any change in the small business issuer’s internal control over financial reporting that occurred during the small business issuer’s most recent fiscal quarter (the small business issuer’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer’s internal control over financial reporting.
5. The small business issuer’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer’s auditors and the audit committee of the small business issuer’s board of directors (or persons performing the equivalent functions):
(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer’s ability to record, process, summarize and report financial information; and
(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer’s internal control over financial reporting.
Date: February 14, 2025
| By: | /s/ Mark Lucky | |
| Mark Lucky | ||
| CEO, principal executive officer |
EXHIBIT 31.2
Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Mark Lucky, certify that:
1. I have reviewed this Form 10-Q of Visium Technologies, Inc. for the quarter ended December 31, 2024;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;
4. The small business issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small business issuer and have:
(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) evaluated the effectiveness of the small business issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(c) disclosed in this report any change in the small business issuer’s internal control over financial reporting that occurred during the small business issuer’s most recent fiscal quarter (the small business issuer’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer’s internal control over financial reporting.
5. The small business issuer’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer’s auditors and the audit committee of the small business issuer’s board of directors (or persons performing the equivalent functions):
(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer’s ability to record, process, summarize and report financial information; and
(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer’s internal control over financial reporting.
Date: February 14, 2025
| By: | /s/ Mark Lucky | |
| Mark Lucky | ||
| Chief Financial Officer, principal financial and accounting officer |
EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Visium Technologies, Inc. on Form 10-Q for the quarter ended December 31, 2024 as filed with the Securities and Exchange Commission on the date hereof, I, Mark Lucky, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that:
1. The Report complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2. The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
February 14, 2025
| By: | /s/ Mark Lucky | |
| Mark Lucky | ||
| CEO, principal executive officer |
A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement has been provided to the company and will be retained by the company and furnished to the Securities and Exchange Commission or its staff upon request.
EXHIBIT 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Visium Technologies, Inc. on Form 10-Q for the quarter ended December 31, 2024 as filed with the Securities and Exchange Commission on the date hereof, I, Mark Lucky, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that:
1. The Report complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2. The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
February 14, 2025
| By: | /s/ Mark Lucky | |
| Mark Lucky | ||
| Chief Financial Officer, principal financial and accounting officer |
A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement has been provided to the company and will be retained by the company and furnished to the Securities and Exchange Commission or its staff upon request.