UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark
One)
|
[X]
|
QUARTERLY
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
For the
quarterly period ended
March 31,
2021
|
[
]
|
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 000-25753
VISIUM TECHNOLOGIES, INC.
(Exact
name of registrant as specified in its charter)
|
Florida
|
|
87-0449667
|
|
(State
of Incorporation)
|
|
(IRS
Employer Identification No.)
|
4094 MAJESTIC LANE, SUITE 360
FAIRFAX, VA 22033
(Address
of principal executive offices)
(703)
225-3443
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
|
|
Common
Stock, $0.0001 Par Value
|
|
VISM
|
|
OTC
Pink
|
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.
Yes [X]
No [ ]
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). Yes [X] No [ ]
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
|
☐
|
|
Non-accelerated
filer
|
☒
|
Smaller
Reporting Company
|
☒
|
|
Emerging
growth company
|
[
]
|
|
|
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 [ ] No [X]
The
number of shares outstanding of the registrant’s Common
Stock, $0.0001 par value per share, as of May 17, 2021, was
2,885,598,159.
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 certain forward-looking
statements. Forward-looking statements may include our statements
regarding our goals, beliefs, strategies, objectives, plans,
including product and service developments, future financial
conditions, results or projections or current expectations. In some
cases, you can identify forward-looking statements by terminology
such as “may,” “will,”
“should,” “expect,” “plan,”
“anticipate,” “believe,”
“estimate,” “predict,”
“potential” or “continue,” the negative of
such terms, or other comparable terminology. These statements are
subject to known and unknown risks, uncertainties, assumptions and
other factors that may cause actual results to be materially
different from those contemplated by the forward-looking
statements. These factors include, but are not limited to, our
ability to implement our strategic initiatives, economic, political
and market conditions and fluctuations, government and industry
regulation, interest rate risk, U.S. and global competition, and
other factors. Most of these factors are difficult to predict
accurately and are generally beyond our control. You should
consider the areas of risk described in connection with any
forward-looking statements that may be made herein. The business
and operations of Visium Technologies, Inc. are subject to
substantial risks, which increase the uncertainty inherent in the
forward-looking statements contained in this report. Except as
required by law, we undertake no obligation to release publicly the
result of any revision to these forward-looking statements that may
be made to reflect events or circumstances after the date hereof or
to reflect the occurrence of unanticipated events. Further
information on potential factors that could affect our business is
described under “Item 1A. Risk Factors” in our
registration statement on Form 10-K as filed with the Securities
and Exchange Commission, or the SEC, on October 9, 2020. Readers
are also urged to carefully review and consider the various
disclosures we have made in this report and in our Form
10-K.
|
|
|
|
|
|
||
VISIUM TECHNOLOGIES, INC. AND SUBSIDIARIES
INDEX
|
PART I - FINANCIAL
INFORMATION
|
3
|
|
Item 1. Financial
Statements
|
3
|
|
Consolidated
Balance Sheets – March 31, 2021 (unaudited) and June 30,
2020
|
3
|
|
Consolidated
Statements of Operations - Three and Nine Months ended March 31,
2021 and 2020 (unaudited)
|
4
|
|
Consolidated
Statements of Changes in Stockholders’ Deficit – Three
and Nine Months ended March 31, 2021 and 2020
(unaudited)
|
5
|
|
Consolidated
Statements of Cash Flows - Nine Months Ended March 31, 2021 and
2020 (unaudited)
|
7
|
|
Notes to
Consolidated Financial Statements (unaudited)
|
8
|
|
Item 2.
Management’s Discussion and Analysis and Results of
Operations
|
20
|
|
Item 3.
Quantitative and Qualitative Disclosures About Market
Risk
|
26
|
|
Item 4. Controls
and Procedures
|
26
|
|
PART II - OTHER
INFORMATION
|
27
|
|
Item 1. Legal
Proceedings.
|
27
|
|
Item 1A. Risk
Factors.
|
27
|
|
Item 2.
Unregistered Sales of Equity Securities and Use of
Proceeds.
|
27
|
|
Item 3. Defaults
Upon Senior Securities.
|
27
|
|
Item 4. Mine Safety
Disclosures.
|
27
|
|
Item 5. Other
Information.
|
27
|
|
Item 6.
Exhibits
|
27
|
|
SIGNATURES
|
28
|
|
|
2
|
|
|
|
||
PART I - FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements
VISIUM TECHNOLOGIES, INC.
CONSOLIDATED BALANCE SHEETS
|
|
March
31, 2021
|
June
30, 2020 (1)
|
|
|
(Unaudited)
|
|
|
ASSETS
|
|
|
|
Current
assets:
|
|
|
|
Cash
|
$
276,102
|
$
30,251
|
|
|
|
|
|
Total current
assets
|
276,102
|
30,251
|
|
|
|
|
|
Total
assets
|
$
276,102
|
$
30,251
|
|
|
|
|
|
LIABILITIES
AND STOCKHOLDERS’ DEFICIT
|
|
|
|
|
|
|
|
Current
liabilities:
|
|
|
|
Accounts payable
and accrued expenses
|
$
383,980
|
$
333,805
|
|
Accrued
compensation
|
615,029
|
652,529
|
|
Accrued
interest
|
709,574
|
677,857
|
|
Convertible notes
payable to ASC Recap LLC
|
147,965
|
147,965
|
|
Convertible notes
payable, net of discount of $416,912 at March 31, 2021
|
1,074,785
|
852,962
|
|
Notes payable , net
of discount of $87,827 at March 31, 2021
|
342,173
|
205,000
|
|
Derivative
liabilities
|
1,117,248
|
438,553
|
|
Due to
officers
|
-
|
102,340
|
|
Total current
liabilities
|
4,390,753
|
3,411,011
|
|
|
|
|
|
Commitments and
Contingencies (Note 9)
|
|
|
|
|
|
|
|
Stockholders’
deficit:
|
|
|
|
Preferred stock,
$0.001 par value, 100,000,000 shares authorized
|
|
|
|
Series A
(65,000,000 shares designated, 13,992,340 shares issued and
outstanding as of March 31, 2021 and June 30, 2020)
|
13,992
|
13,992
|
|
Series B
(30,000,000 shares designated, 1,327,640 shares issued and
outstanding as of March 31, 2021 and June 30, 2020)
|
1,328
|
1,328
|
|
Series AA
Convertible Stock ($0.001 par value; 1 share authorized, 1 share
issued and outstanding as of March 31, 2021 and June 30,
2020)
|
0
|
0
|
|
Common stock,
$0.0001 par value, 10,000,000,000 shares authorized: 3,050,598,148
shares issued and 2,869,031,492 shares outstanding as of March 31,
2021 and 1,544,793,446 shares issued and 1,544,126,787 outstanding
at June 30, 2020 (See Note 7)
|
286,903
|
154,413
|
|
Additional paid in
capital
|
47,633,824
|
44,441,085
|
|
Accumulated
deficit
|
(52,050,699)
|
(47,991,578)
|
|
Total
stockholders’ deficit
|
(4,114,652)
|
(3,380,760)
|
|
|
|
|
|
Total liabilities
and stockholders’ deficit
|
$
276,102
|
$
30,251
|
(1)
Derived from audited financial statements
See
Notes to Unaudited Consolidated Financial Statements.
|
|
3
|
|
|
|
||
VISIUM TECHNOLOGIES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
|
|
Three Months Ended
|
Nine Months Ended
|
||
|
|
March 31,
|
March 31,
|
||
|
|
2021
|
2020
|
2021
|
2020
|
|
Net
revenues
|
$
25,000
|
$
-
|
$
25,000
|
$
-
|
|
|
|
|
|
|
|
Operating
expenses:
|
|
|
|
|
|
Selling, general
and administrative
|
2,736,524
|
189,675
|
3,098,235
|
604,439
|
|
Development
expense
|
37,206
|
-
|
143,200
|
35,500
|
|
Total Operating
Expenses
|
2,773,730
|
189,675
|
3,241,435
|
639,939
|
|
|
|
|
|
|
|
Loss from
Operations
|
(2,748,730)
|
(189,675)
|
(3,216,435)
|
(639,939)
|
|
|
|
|
|
|
|
Other income
(expenses):
|
|
|
|
|
|
Gain
(loss) on change in fair value of derivative
liabilities
|
1,405,081
|
(23,319)
|
855,587
|
462,249
|
|
Derivative
liability expense
|
(1,059,282)
|
-
|
(1,059,282)
|
(61,396)
|
|
Gain
(loss) on extinguishment of debt
|
28,863
|
(169,060)
|
(180,001)
|
(267,881)
|
|
Warrant exercise
expense
|
-
|
-
|
(211,411)
|
-
|
|
Interest
expense
|
(171,575)
|
(72,190)
|
(247,579)
|
(271,645)
|
|
Total other income
(expenses)
|
203,087
|
(264,569)
|
(842,686)
|
(138,493)
|
|
|
|
|
|
|
|
Net
loss
|
$
(2,545,643)
|
$
(454,244)
|
$
(4,059,121)
|
$
(778,432)
|
|
|
|
|
|
|
|
Loss per common
share basic and diluted
|
$
(0.00)
|
$
(0.00)
|
$
(0.00)
|
(0.005)
|
|
|
|
|
|
|
|
Weighted average
common shares outstanding – basic and diluted
|
2,769,958,917
|
191,033,101
|
1,961,232,893
|
105,939,637
|
See
Notes to Unaudited Consolidated Financial Statements.
|
|
4
|
|
|
|
||
VISIUM TECHNOLOGIES, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’
DEFICIT
FOR THE THREE AND NINE MONTHS ENDED MARCH 31, 2021
(UNAUDITED)
For the three months ended March 31, 2021
|
|
Preferred Stock
–
Series
A
$0.001 Par
Value
|
Preferred Stock
–
Series
B
$0.001 Par
Value
|
Preferred Stock
-Series AA
$ 0.001 Par
Value
|
Common
Stock
$0.0001 Par
Value
|
Additional
Paid-in
|
Accumulated
|
Total
Stockholders’
|
||||
|
|
Shares
|
Amount
|
Shares
|
Amount
|
Shares
|
Amount
|
Shares
|
Amount
|
Capital
|
Deficit
|
Deficit
|
|
Balance at
December 31, 2020
|
13,992,340
|
13,992
|
1,327,670
|
$
1,328
|
1
|
$
0
|
2,700,932,482
|
$
270,093
|
$
45,048,181
|
$
(49,505,056
)
|
$
(4,171,462
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares issued for
consulting services
|
|
|
|
|
|
|
6,700,001
|
670
|
86,080
|
|
86,750
|
|
Shares issued as
compensation
|
|
|
|
|
|
|
100,000,000
|
10,000
|
2,409,000
|
|
2,419,000
|
|
Shares issued for
conversion of notes payable and accrued
interest
|
|
|
|
|
|
|
61,399,000
|
6,140
|
90,563
|
|
96,703
|
|
Shares issued for
exercise of warrants
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss for the
three months ended March 31, 2021
|
|
|
|
|
|
|
|
|
|
(2,545,643
)
|
(2,545,643
)
|
|
Balance at March
31, 2021
|
13,992,340
|
$
13,992
|
1,327,670
|
$
1,328
|
1
|
$
0
|
2,869,031,483
|
$
286,903
|
$
47,633,824
|
$
(52,050,699
)
|
$
(4,114,652
)
|
For the nine months ended March 31, 2021
|
|
Preferred Stock
–
Series
A
$0.001 Par
Value
|
Preferred Stock
–
Series
B
$0.001 Par
Value
|
Preferred Stock
–
Series
AA
$ 0.001 Par
Value
|
Common
Stock
$0.0001 Par
Value
|
Additional
Paid-in
|
Accumulated
|
Total
Stockholders’
|
||||
|
|
Shares
|
Amount
|
Shares
|
Amount
|
Shares
|
Amount
|
Shares
|
Amount
|
Capital
|
Deficit
|
Deficit
|
|
Balance at June
30, 2020
|
13,992,340
|
$
13,992
|
1,327,670
|
$
1,328
|
1
|
$
0
|
1,544,126,787
|
$
154,413
|
$
44,441,085
|
$
(47,991,578
)
|
$
(3,380,760
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares issued
for consulting services
|
|
|
|
|
|
|
37,100,000
|
3,710
|
122,040
|
|
125,750
|
|
Shares issued as
compensation
|
|
|
|
|
|
|
190,000,000
|
19,000
|
2,445,000
|
|
2,464,000
|
|
Commitment
shares issued pursuant to financings
|
|
|
|
|
|
|
225,000,000
|
22,500
|
110,529
|
|
133,029
|
|
Shares issued
for conversion of notes payable and accrued
interest
|
|
|
|
|
|
|
524,543,160
|
52,454
|
338,535
|
|
391,039
|
|
Shares issued
for exercise of warrants
|
|
|
|
|
|
|
348,261,534
|
34,826
|
176,585
|
|
211,411
|
|
Net loss for the
Nine Months ended March 31, 2021
|
|
|
|
|
|
|
|
|
|
(4,059,121)
|
(4,059,121 )
|
|
Balance at March
31, 2021
|
13,992,340
|
$
13,992
|
1,327,670
|
$
1,328
|
1
|
$
0
|
2,869,031,483
|
$
286,903
|
$
47,633,824
|
$
(52,050,699)
|
$
(4,114,652)
|
See
Notes to Unaudited Consolidated Financial Statements.
|
|
5
|
|
|
|
||
VISIUM TECHNOLOGIES, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’
DEFICIT
FOR THE THREE AND NINE MONTHS ENDED MARCH 31, 2020
(UNAUDITED)
For the three months ended March 31, 2020
|
|
Preferred Stock
-Series A $0.001 Par Value
|
Preferred Stock
- Series B $0.001 Par Value
|
Preferred Stock
Series AA $0.001 Par Value
|
Common
Stock
$0.0001 Par
Value
|
Additional
Paid-in
|
Accumulated
|
Total
Stockholders’
|
||||
|
|
Shares
|
Amount
|
Shares
|
Amount
|
Shares
|
Amount
|
Shares
|
Amount
|
Capital
|
Deficit
|
Deficit
|
|
Balance at
December 31, 2019
|
13,992,340
|
$
13,992
|
1,327,640
|
$
1,328
|
1
|
$
0
|
113,850,143
|
$
11,385
|
$
43,603,682
|
$
(46,773,316
)
|
$
(3,142,929
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares issued
for consulting services
|
|
|
|
|
|
|
8,683,333
|
868
|
38,867
|
|
39,735
|
|
Shares issued as
compensation
|
|
|
|
|
|
|
20,000,000
|
2,000
|
22,000
|
|
24,000
|
|
Shares issued
for conversion of notes payable
and
accrued
interest
|
|
|
|
|
|
|
181,396,034
|
18,140
|
289,440
|
|
307,580
|
|
Net loss for the
three months ended March 31, 2020
|
|
|
|
|
|
|
|
|
|
(454,244
)
|
(454,244
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at March
31, 2020
|
13,992,340
|
$
13,992
|
1,327,640
|
$
1,328
|
1
|
$
0
|
323,929,510
|
$
32,393
|
$
43,953,989
|
$
(47,227,560
)
|
$
(3,225,858
)
|
For the nine months Ended March 31, 2020
|
|
Preferred Stock
Series A $0.001 Par Value
|
Preferred Stock
-Series B $0.001 Par Value
|
Preferred Stock
-Series AA $0.001 Par Value
|
Common
Stock
$0.0001 Par
Value
|
Additional
Paid-in
|
Accumulated
|
Total
Stockholders’
|
||||
|
|
Shares
|
Amount
|
Shares
|
Amount
|
Shares
|
Amount
|
Shares
|
Amount
|
Capital
|
Deficit
|
Deficit
|
|
Balance at June
30, 2019
|
13,992,340
|
$
13,992
|
1,327,640
|
$
1,328
|
1
|
$
0
|
42,066,269
|
$
4,207
|
$
43,184,984
|
$
(46,449,128
)
|
$
(3,244,617
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares issued
for consulting services
|
|
|
|
|
|
|
19,650,000
|
1,965
|
130,770
|
|
132,735
|
|
Shares issued as
compensation
|
|
|
|
|
|
|
28,000,000
|
2,800
|
49,200
|
|
52,000
|
|
Shares issued
for conversion of notes payable
and
accrued
interest
|
|
|
|
|
|
|
234,213,241
|
23,421
|
589,035
|
|
612,456
|
|
Net loss for the
Nine Months Ended March 31, 2020
|
|
|
|
|
|
|
|
|
|
(778,432
)
|
(778,432
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at March
31, 2020
|
13,992,340
|
$
13,992
|
1,327,640
|
$
1,328
|
1
|
$
0
|
323,929,510
|
$
32,393
|
$
43,953,989
|
$
(47,227,560
)
|
$
(3,225,858
)
|
See
Notes to Unaudited Consolidated Financial Statements.
|
|
6
|
|
|
|
||
VISIUM TECHNOLOGIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
|
|
Nine-month period ended
|
||
|
|
March 31,
|
||
|
|
2021
|
|
2020
|
|
Cash
flows from operating activities:
|
|
|
|
|
Net
loss
|
$
(4,059,121
)
|
|
$
(778,432
)
|
|
Adjustments
to reconcile net loss to net cash used in operating
activities:
|
|
|
|
|
Stock-based
compensation
|
2,589,750
|
|
184,735
|
|
Amortization
of debt discount
|
168,804
|
|
179,106
|
|
Warrant
exercise expense
|
211,411
|
|
-
|
|
Gain
on change in fair value of derivative liability
|
(855,587
)
|
|
(462,249
)
|
|
Derivative
liability expense
|
1,059,282
|
|
61,396
|
|
Loss
on extinguishment of debt
|
180,001
|
|
267,881
|
|
Changes
in operating assets and liabilities:
|
|
|
|
|
Accounts
payable
|
86,222
|
|
121,907
|
|
Accrued
interest
|
53,629
|
|
67,475
|
|
Accrued
compensation
|
(37,500
)
|
|
252,000
|
|
Net
cash used in operating activities
|
(603,109
)
|
|
(106,181
)
|
|
|
|
|
|
|
Cash
flows from financing activities:
|
|
|
|
|
Proceeds
from issuance of convertible notes payable
|
800,000
|
|
48,000
|
|
Repayment
of convertible notes payable
|
(73,700
)
|
|
-
|
|
Proceeds
from notes payable
|
225,000
|
|
-
|
|
Advances
from (repayments to) officers
|
(102,340
)
|
|
39,840
|
|
|
|
|
|
|
Net
cash provided by financing activities
|
848,960
|
|
87,840
|
|
|
|
|
|
|
Net
increase (decrease) in cash
|
245,849
|
|
(18,341
)
|
|
|
|
|
|
|
Cash,
beginning of period
|
30,251
|
|
18,668
|
|
|
|
|
|
|
Cash,
end of period
|
$
276,102
|
|
326
|
|
|
|
|
|
|
Supplemental disclosures of cash flow information:
|
|
|
|
|
Cash
paid for interest
|
$
40,970
|
|
$
-
|
|
Cash
paid for income taxes
|
$
-
|
|
$
-
|
|
|
|
|
|
|
Non-cash
investing and financing activities:
|
|
|
|
|
Issuance
of common stock for conversion of notes payable and accrued
interest (fair value of the shares issued - $383,839)
|
$
188,460
|
|
$
223,679
|
See
Notes to Unaudited Consolidated Financial Statements.
|
|
7
|
|
|
|
||
VISIUM
TECHNOLOGIES, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2021
NOTE 1: ORGANIZATION, GOING CONCERN AND BASIS OF
PRESENTATION
Visium
Technologies, Inc. (“Visium”) was incorporated in
Nevada as Jaguar Investments, Inc. in 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 October 2015 the Company
redomiciled from Nevada and became a Florida corporation. In March
2018 the Company changed its name to Visium Technologies,
Inc.
Visium
is a provider of cyber security visualization, analytics, and
automation. Visium operates in the traditional cyber security
space, as well as in the cloud-based technology and Internet of
Things spaces. Visium provides cybersecurity technology solutions,
tools, and services to support commercial enterprises and
government’s ability to protect their data. Visium’s
CyGraph technology provides visualization, advanced cyber
monitoring intelligence, data modeling, analytics, and automation
to help reduce risk, simplify cyber security, and deliver better
security outcomes.
In
March 2019, Visium entered into a software license agreement with
MITRE Corporation to license a
patented technology, known as CyGraph,
a tool for cyber warfare analytics, visualization, and knowledge
management. CyGraph provides advanced analytics for cybersecurity
situational awareness that is scalable, flexible, and
comprehensive.
Going Concern
The
accompanying financial statements have been prepared on a going
concern basis. For the nine months ended March 31, 2021 we had a
net loss of $4,059,121, had net cash used in operating activities
of $603,109, and had negative working capital of $4,114,651. These
matters raise substantial doubt about the Company’s ability
to continue as a going concern for a period of one year from the
date of this filing. 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 to provide for the Company’s
capital requirements by continuing to issue additional equity and
debt securities. 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. The financial statements do
not include any adjustments that might result from the outcome of
this uncertainty.
A novel strain of coronavirus, the COVID-19 virus, may adversely
affect our business operations and financial
condition.
In
December 2019, an outbreak of the COVID-19 virus was reported in
Wuhan, China. On March 11, 2020, the World Health Organization
declared the COVID-19 virus a global pandemic and on March 13,
2020, President Donald J. Trump declared the virus a national
emergency in the United States. This highly contagious disease has
spread to most of the countries in the world and throughout the
United States, creating a serious impact on customers, workforces
and suppliers, disrupting economies and financial markets, and
potentially leading to a world-wide economic downturn. It has
caused a disruption of the normal operations of many businesses,
including the temporary closure or scale-back of business
operations and/or the imposition of either quarantine or remote
work or meeting requirements for employees, either by government
order or on a voluntary basis. The pandemic may adversely affect
our potential customers’ operations, our employees and our
employee productivity. It may also impact the ability of our
subcontractors, partners, and suppliers to operate and fulfill
their contractual obligations, and result in an increase in costs,
delays or disruptions in performance. These supply chain effects,
and the direct effect of the virus and the disruption on our
employees and operations, may negatively impact both our ability to
meet customer demand and our revenue and profit margins. Our
employees are working remotely and using various technologies to
perform their functions. We might experience delays or changes in
customer demand, particularly if customer funding priorities
change. Further, in reaction to the spread of COVID-19 in the
United States, many businesses have instituted social distancing
policies, including the closure of offices and worksites and
deferring planned business activity. The disruption and volatility
in the global and domestic capital markets may increase the cost of
capital and limit our ability to access capital. Both the health
and economic aspects of the COVID-19 virus are highly fluid and the
future course of each is uncertain. For these reasons and other
reasons that may come to light if the coronavirus pandemic and
associated protective or preventative measures expand, we may
experience a material adverse effect on our business operations,
revenues and financial condition; however, its ultimate impact is
highly uncertain and subject to change.
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, 2020, contained in the Company’s
Annual Report on Form 10-K filed with the SEC on October 9, 2020.
The results of operations for the nine months ended March 31, 2021,
are not necessarily indicative of results to be expected for any
other interim period or the fiscal year ending June 30,
2021.
|
|
8
|
|
|
|
||
VISIUM TECHNOLOGIES, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2021
NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Fiscal Year
The
fiscal year ends on June 30. References to fiscal year 2021, for
example, refer to the fiscal year ending June 30,
2021.
Principles of Consolidation
The
accompanying 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, Visium Analytics, LLC, and Threat
Surface Solutions Group, LLC. All significant intercompany
transactions and balances have been eliminated in
consolidation.
Use of Estimates
The
preparation of the 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
liabilities.
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 nine months ended March 31, 2021 and June
30, 2020.
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 $250,000. At March 31, 2021 and June 30, 2020, the Company
had reached a bank balance exceeding the FDIC insurance
limit.
Convertible Instruments and Derivative Liabilities
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 assessed the potential classification of its derivative
financial instruments as of March 31, 2021 and June 30, 2020, 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.
|
|
9
|
|
|
|
||
VISIUM
TECHNOLOGIES, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2021
NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES,
continued
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.
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.
|
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.
|
|
10
|
|
|
|
||
VISIUM TECHNOLOGIES, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2021
NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES,
continued
Revenue Recognition
In May
2014, the FASB issued ASU 2014-09,
Revenue from Contracts with Customers (Topic
606).
Under the new guidance,
an entity will recognize revenue to depict the transfer of promised
goods or services to customers at an amount that the entity expects
to be entitled to in exchange for those goods or services. A
five-step model has been introduced for an entity to apply when
recognizing revenue. The new guidance also includes enhanced
disclosure requirements. The guidance was effective January 1, 2018
and was applied on a modified basis. The Company generates revenue
through the sale of cybersecurity solutions as a Software as a
Service. The adoption did not have an impact on the Company's
financial statements.
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 June 30, 2020, the Company had
not filed tax returns for the tax years ending June 30, 2008
through 2020 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.
Share-Based Payments
The
Company accounts for stock-based compensation in accordance with
ASU 2020-07, 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 will be 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.
Segment Reporting
The
Company operates in one business segment which is focused on
cybersecurity technologies.
|
|
11
|
|
|
|
||
VISIUM TECHNOLOGIES, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2021
NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES,
continued
Recently Issued Accounting Standards Not Yet Adopted
During
August 2020, the FASB issued ASU 2020-06, to modify and simplify
the application of U.S. GAAP for certain financial instruments with
characteristics of liabilities and equity. The standard is
effective for the Company as of November 1, 2024, with early
adoption permitted. The Company is reviewing the impact of this
guidance but does not currently expect the adoption of this
guidance to have a material impact on its 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 dilutive common shares would
be as follows:
|
|
March
31,
|
March
31,
|
|
|
2021
|
2020
|
|
Weighted average common shares
outstanding
|
1,961,232,893
|
105,939,637
|
|
Effect of dilutive securities-when
applicable:
|
|
|
|
Convertible promissory
notes
|
132,505,208
|
676,820,102
|
|
Preferred Stock
|
13,996,767
|
13,996,767
|
|
Warrants
|
48,609,807
|
500,000
|
|
Adjusted weighted-average shares
and assumed conversions
|
2,156,344,675
|
797,256,506
|
|
|
12
|
|
|
|
||
VISIUM TECHNOLOGIES, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2021
NOTE 3: DERIVATIVE LIABILITIES
Derivative liability - warrants
The
Company issued warrants in connection with convertible notes
payable which were issued in January and February 2021. These
warrants had fixed exercise prices ranging from $0.0055 to $0.02
per share, with each warrant having a two-year life.
Accounting for Derivative Warrant Liability
The
Company’s derivative warrant instruments have been measured
at fair value at March 31, 2021 using the Cox, Ross &
Rubinstein Binomial Tree valuation model. The Company recognizes
the derivative liability related to those warrants at the time that
the warrants were issued in its consolidated balance sheet as
liabilities. The liability is revalued at each reporting period and
changes in fair value are recognized currently in the consolidated
statements of operations. The initial recognition and subsequent
changes in fair value of the derivative warrant liability have no
effect on the Company’s cash flows.
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 derivative liabilities. The Company’s
derivative liabilities related to its convertible notes payable
have been measured at fair value at March 31, 2021 and March 31,
2020 using the Cox, Ross & Rubinstein Binomial Tree valuation
model.
The
revaluation of the convertible debt at each reporting period, as
well as the charges associated with issuing additional convertible
notes, and warrants, resulted in the recognition of a gain of
$855,587 and $462,249 for the nine months ended March 31, 2021 and
2020, respectively in the Company’s consolidated statements
of operations, under the caption “Gain (loss) in change of
fair value of derivative liability”. The fair value of the
warrants at March 31, 2021 and June 30, 2020 was $732,295 and $350,
respectively. The fair value of the derivative liability related to
the convertible debt at March 31, 2021 and June 30, 2020 is
$214,140 and $361,671, respectively, which is reported on the
consolidated balance sheet under the caption “Derivative
liability”.
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:
|
|
Nine Months Ended March 31,
|
|
|
|
2021
|
2020
|
|
Effective
exercise price
|
$
0.0055 - 0.01089
|
$
0.00049 - 0.0033
|
|
Effective
market price
|
$
0.0189
|
$
0.009
|
|
Volatility
|
248.4% -
319.5%
|
223% - 521%
|
|
Risk-free
interest rate
|
0.01%
|
0.05% - 1.68%
|
|
Terms
|
60 days – 652
days
|
30 days
– 650 days
|
|
Expected
dividend rate
|
0.00
%
|
0.00
%
|
Changes
in the derivative liabilities during the nine months ended March
31, 2021 is follows:
|
Derivative
liability at June 30, 2020
|
$
438,553
|
|
Derivative
liability expense
|
1,059,282
|
|
Derivative
liability related to discount on convertible note
|
475,000
|
|
Gain on change in
fair value of derivative liability
|
(855,587)
|
|
Derivative
liability at March 31, 2021
|
$
1,117,248
|
|
|
13
|
|
|
|
||
VISIUM TECHNOLOGIES, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2021
NOTE 4: ACCRUED INTEREST
Changes
in accrued interest during the nine months ended March 31, 2021 is
as follows:
|
Accrued interest at
June 30, 2020
|
$
677,857
|
|
Interest expense
accrued for the nine months ended March 31, 2021
|
94,289
|
|
Cash paid for
accrued interest
|
(40,970)
|
|
Conversion of
accrued interest into common stock
|
(21,602)
|
|
Accrued interest at
March 31, 2021
|
$
709,574
|
Interest
expense for the nine months ended March 31, 2021 was comprised of
the following:
|
Interest expense
for the nine months ended March 31, 2021
|
$
94,289
|
|
Amortization of
debt discount on notes payable
|
153,290
|
|
Total interest
expense for the nine months ended March 31, 2021
|
$
247,579
|
NOTE 5: CONVERTIBLE NOTES PAYABLE AND NOTE PAYABLE
Convertible Notes Payable
At
March 31, 2021 and June 30, 2020 convertible notes payable
consisted of the following:
|
|
March
31,
|
|
June
30,
|
|
|
2021
|
|
2020
|
|
Convertible notes
payable
|
$
1,491,696
|
|
$
852,962
|
|
Discount on
convertible notes payable
|
(416,911 )
|
|
-
|
|
Convertible notes
payable to ASC Recap
|
147,965
|
|
147,965
|
|
Total
|
$
1,222,750
|
|
$
1,000,927
|
The
Company had convertible promissory notes aggregating approximately
$1,492,000 and $853,000 at March 31, 2021 and June 30, 2020,
respectively. The related accrued interest amounted to
approximately $554,000 and $503,000 at March 31, 2021 and June 30,
2020, respectively. The convertible notes payable bear interest at
rates ranging from 0% to 18% per annum. The convertible notes are
generally convertible, at the holders’ option, at rates
ranging from $0.0012 to $22,500 per share, as a result of the two
reverse stock splits. At March 31, 2021, $718,900 of convertible
promissory notes had matured, are in default and remain
unpaid.
On July
22, 2013 and May 6, 2014, the Company issued to ASC Recap LLC
(“ASC”) two convertible promissory notes with principal
amounts of $25,000 and $125,000, respectively. These two notes were
issued as a fee for services under a 3(a)10 transaction. While the
Company continues to carry the balance of these notes on its
balance sheet, management is disputing the notes and does not
believe that the balances of these notes are owed. See Note 9
– Commitments and Contingencies in the footnotes to the
financial statements. The July 22, 2013 note matured on March 31,
2014 and a balance of $22,965 remains unpaid. The May 6, 2014 note
matured on May 6, 2016 and remains unpaid. The notes are
convertible into the common stock of the Company at any time at a
conversion price equal to (i) 50% of the lowest closing bid price
of our common stock for the twenty days prior to conversion or (ii)
fixed price of $0.15 or $0.30 per share.
For the nine months ended March
31, 2021, the following summarizes the conversion of debt for
common shares:
|
|
|
Amount
|
|
|
Adjustment
|
|
Conversion
|
|
|
Shares
|
Converted
|
|
Conversion
|
to
|
|
Price
|
|
Name
|
Issued
|
Principal
|
Interest
|
Expense
|
Fair
Value
|
Total
|
Per
Share
|
|
FirstFire Global
Opportunities Fund LLC
|
49,000,000
|
$
14,725
|
$
-
|
$
1,200
|
$
18,375
|
$
34,300
|
$
0.0003
|
|
Auctus Funds,
LLC
|
414,144,160
|
74,928
|
3,603
|
4,500
|
177,005
|
260,036
|
0.0002
|
|
Labrys
|
61,399,000
|
77,203
|
18,000
|
1,500
|
-
|
97,203
|
0.0016
|
|
TOTAL
|
524,543,160
|
$
166,856
|
$
21,603
|
$
7,200
|
$
195,380
|
$
391,539
|
$
0.00037
|
The
adjustment to Fair Value column represents additional paid-in
capital recorded with the conversion based on the fair value of the
shares issued upon partial conversion of the note at the time of
conversion. The adjustment to fair value on each conversion
resulted in a loss on extinguishment of debt.
In
November 2020, January, and February 2021, the Company entered into
three securities purchase agreement with Labrys Fund, LP, a
Delaware limited partnership pursuant to which Labrys purchased
three self-amortizing promissory notes as follows:
|
|
Principal
|
Discount
|
Net Cash
|
Conversion Price
|
|
February
8, 2021
|
$
500,000
|
$
25,000
|
$
475,000
|
$
0.02
|
|
January
12, 2021
|
200,000
|
10,000
|
190,000
|
0.005
|
|
November
23, 2020
|
150,000
|
15,000
|
135,000
|
0.001575
|
|
|
$
850,000
|
$
50,000
|
$
800,000
|
$
0.005304
|
On February 8, 2021
, the
Company issued a promissory note to Labrys Fund, LP in the
principal amount of $500,000 for a purchase price of $475,000.
Pursuant to the Purchase Agreement, the Company issued to the
Investor a warrant to purchase 12,500,000 shares of the
Company’s common stock as a condition to closing. The closing
of the Purchase Agreement occurred on February 10, 2021, with the
Purchase Price funded to the Company on such
date.
The Note, which reflects a $25,000 original issuance discount,
bears interest at 8% per year and matures on February 8, 2022. The
Note includes an interim payment of $65,000, payable to the
Investor on August 8, 2021. The Company has the right to prepay the
Note in full, including accrued but unpaid interest, without
prepayment penalty provided an event of default, as defined
therein, has not occurred. The Note is convertible into shares of
the Company’s common stock at conversion price of $0.02 per
share, subject to adjustment as provided therein.
The Warrant is exercisable for a term of two-years from the date of
issuance, at an exercise price equal to $0.02 per share, subject to
adjustment as provided therein. The Warrants provide for cashless
exercise to the extent that the market price (as defined therein)
of one share of the Company’s common stock is greater than
the exercise price of the Warrant.
On January 12, 2021
, the
Company issued a promissory note to Labrys Fund, LP in the
principal amount of $200,000 for a purchase price of $190,000.
Pursuant to the Purchase Agreement, the Company issued to the
Investor a warrant to purchase 22,172,949 shares of the
Company’s common stock as a condition to closing. The closing
of the Purchase Agreement occurred on January 14, 2021, with the
Purchase Price funded to the Company on such
date.
The Note, which reflects a $10,000 original issuance discount,
bears interest at 8% per year and matures on January 12, 2022. The
Note includes an interim payment of $26,000, payable to the
Investor on July 12, 2021. The Company has the right to prepay the
Note in full, including accrued but unpaid interest, without
prepayment penalty provided an event of default, as defined
therein, has not occurred. The Note is convertible into shares of
the Company’s common stock at conversion price of $0.005 per
share, subject to adjustment as provided therein.
The Warrant is exercisable for a term of two-years from the date of
issuance, at an exercise price equal to 110% of the closing price
of the Company’s common stock on the date of issuance,
subject to adjustment as provided therein. The Warrants provide for
cashless exercise to the extent that the market price (as defined
therein) of one share of the Company’s common stock is
greater than the exercise price of the Warrant.
On November 23, 2020
, the
Company issued a promissory note to Labrys Fund, LP in the
principal amount of $150,000 for a purchase price of
$135,000.
Pursuant to the Purchase Agreement, the Company
issued Labrys 90,000,000 shares of the Company’s common stock
as a condition to closing.
The Note, which reflects a 10% original issuance discount, bears
interest at 12% per year and matures on November 23, 2021. The Note
includes an interim payment of $16,800, payable to the Investor
payable within 90 calendar days from the issuance of the Note. The
Company has the right to prepay the Note in full, including accrued
but unpaid interest, without prepayment penalty provided an event
of default, as defined therein, has not occurred. The Note is
convertible into shares of the Company’s common stock at
conversion price of $0.001575 per share, subject to adjustment as
provided therein.
Notes Payable
The
Company had promissory notes aggregating $430,000 and $205,000 at
March 31, 2021 and June 30, 2020, respectively. The related accrued
interest amounted to approximately $194,907 and $175,000 at March
31, 2021 and June 30, 2020, respectively. There is no provision in
the note agreements for adjustments to the interest rates on these
notes in the event of default. The notes payable bear interest at
rates ranging from 8% to 16% per annum. As of March 31, 2021,
promissory notes totaling $205,000 have matured, are in default,
and remain unpaid.
On October 21, 2020, the Company entered into a securities purchase
agreement with three individual investors pursuant to which the
Company issued to each Investor an 8% Unsecured Promissory Note, in
the total aggregate principal amount of $225,000 in exchange for
$225,000 cash and 135,000,000 shares of restricted common stock of
the Company, par value $0.0001 in the aggregate. The Notes were
funded by the Investors on October 21, 2020. The Note matures 12
months after the date of issuance. The Company recorded a discount
on notes payable related to this transaction of $59,559, based on
the relative fair value of the shares
issued.
A recap
of loan discount amortization for the nine months ended March 31,
2021 is as follows:
|
|
October 2020
|
|
|
|
|
Promissory Notes
|
Labrys
Notes
|
Total
|
|
Original
discount
|
$
59,559
|
$
598,469
|
$
658,028
|
|
Amortization
|
(26,417)
|
(126,871)
|
(153,289)
|
|
Unamortized
discount as of March 31, 2021
|
$
33,142
|
$
471,598
|
$
504,739
|
|
|
14
|
|
|
|
||
VISIUM TECHNOLOGIES, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2021
NOTE
6: STOCKHOLDERS’ DEFICIT
Common Stock
At
March 31, 2021, the Company had 10,000,000,000 authorized common
shares.
Issuances of Common Stock During the nine months Ended March 31,
2021
Convertible Notes Payable
During
the nine months ended March 31, 2021 the Company issued 524,543,160
shares of its common stock related to the conversion of $188,460 of
principal and accrued interest of its convertible notes payable, at
an average contract conversion price of $0.004 per share. The
conversions were recorded at fair value or at
$2,422,722.
Stock Based Compensation
During
the nine months ended March 31, 2021 we issued 37,100,000
shares of its common stock
to consultants, as compensation. The shares were valued at $0.0034,
the market price on the date of issuance for a total value of
$125,750. The expense is included in general and administrative
expenses and was recognized on the date the stock was issued or
vested.
During
the nine months ended March 31, 2021 the Company issued 190,000,000
shares of its $0.0001 par value common stock were issued to our
Directors, as compensation for services rendered. The shares were
valued at $2,464,000, or $0.013 per share.
Warrant Exercises
During
the nine months ended March 31, 2021 we issued 348,261,534
shares of its common stock
pursuant to the cashless exercise of outstanding warrants. The
Company recognized an expense of $211,411 associated with the
issuance of additional warrant shares related to this
exercise.
Funding
During
the nine months ended March 31, 2021 we issued 225,000,000
shares of its common stock
as commitment shares related to two financing transactions that
raised an aggregate $360,000.
Issuances of Common Stock During the nine months Ended March 31,
2020
Convertible Notes Payable
During
the nine months ended March 31, 2020 the Company issued 234,213,241
shares of its common stock related to the conversion of $223,679 of
principal and accrued interest of its convertible notes payable, at
an average contract conversion price of $0.00095 per share.
The fair value of the shares issued was $612,456.
Stock Based Compensation and Stock Based Consulting Services
Expense
During
the nine months ended March 31, 2020 the Company issued 19,650,000
shares of its $0.0001 par value common stock to five consultants,
as compensation for services rendered. The shares were valued at
$132,735, or $0.006 per share.
During
the nine months ended March 31, 2020 the Company issued 28,000,000
shares of its $0.0001 par value common stock to two of our
Directors, as compensation for services rendered. The shares were
valued at $52,000, or $0.00186 per share.
|
|
15
|
|
|
|
||
VISIUM TECHNOLOGIES, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2021
NOTE 6: STOCKHOLDERS’ DEFICIT, continued
Preferred Stock
Series
A and B issued and outstanding shares of the Company’s
convertible preferred stock have a par value of $0.001. All classes
rank(ed) prior to any class or series of the Company’s common
stock as to the distribution of assets upon liquidation,
dissolution or winding up of the Company or as to the payment of
dividends. All preferred stock shall have no voting rights except
if the subject of such vote would reduce the amount payable to the
holders of preferred stock upon liquidation or dissolution of the
company and cancel and modify the conversion rights of the holders
of preferred stock as defined in the certificate of designations of
the respective series of preferred stock.
Series A Convertible Preferred Stock
The
Series A Preferred Stock has a stated value of $750.00 per share.
Each one share of Series A Preferred Stock is convertible into one
(1) share of Common Stock. In the event the Common Stock price per
share is lower than $0.10 (ten cents) per share then the Conversion
shall be set at $0.035 per share. The Common Stock shares are
governed by Lock-Up/Leak-Out Agreements.
Series B Convertible Preferred Stock
Thirty
million (30,000,000) shares of preferred stock were designated as a
new Series B Preferred stock in April 2016. This new Series B
Preferred Stock has a $0.001 par value, and each 300 shares is
convertible into one share of the Company’s common stock,
with a stated value of $375 per share.
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 CFO, is the holder of the one share
of Series AA Convertible Preferred Stock.
Common Stock Warrants
In
January and February 2021, we issued 39,370,677 warrants with a two
year life, and fixed exercise prices ranging from $0.0055 to $0.02
per share. An additional 9,239,130 warrant shares were issued due
to repricing certain warrants with a $0.02 exercise price to a
$0.0115 exercise price.
In
January 2019 we issued 500,000 warrants with a three year life and
a conversion price of $0.15 per share. These warrants had price
protection provisions that allow for the reduction in the current
exercise price upon the occurrence of certain events, including the
Company’s issuance of common stock or securities convertible
into or exercisable for common stock, such as options and warrants,
at a price per share less than the exercise price then in effect.
For instance, if the Company issues shares of its common stock or
options exercisable for or securities convertible into common stock
at an effective price per share of common stock less than the
exercise price then in effect, the exercise price will be reduced
to the effective price of the new issuance. Simultaneously with any
reduction to the exercise price, the number of shares of common
stock that may be purchased upon exercise of each of these warrants
shall be increased proportionately, so that after such adjustment
the aggregate exercise price payable for the adjusted number of
warrants shall be the same as the aggregate exercise price in
effect immediately prior to such adjustment.
The
warrant holders exercised all of their warrants on a cashless
basis, during the three months ended March 31, 2021. Due to the
price protection features of these warrants, the Company issued
374,500,000 warrant shares to these warrant holders,
which
A
summary of the status of the Company’s outstanding common
stock warrants as of March 31, 2021 and changes during the nine
months ending on that date is as follows:
|
|
Number
of
|
Weighted
Average
|
|
|
Warrants
|
Exercise
Price
|
|
Common Stock
Warrants
|
|
|
|
Balance at
beginning of year
|
500,000
|
$
0.15
|
|
Granted
|
39,370,677
|
0.011
|
|
Granted due to
repricing
|
383,739,130
|
0.0002
|
|
Exercised
|
(348,261,534
)
|
0.0002
|
|
Forfeited
|
(26,738,466
)
|
0.0002
|
|
Balance at end of
period
|
48,609,807
|
$
0.011
|
|
|
|
|
|
Warrants
exercisable at end of period
|
48,609,807
|
$
0.011
|
|
|
|
|
|
Weighted average
fair value of warrants granted due to repricing during the
period
|
|
$
74,900
|
|
|
16
|
|
|
|
||
VISIUM TECHNOLOGIES, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2021
NOTE 6: STOCKHOLDERS’ DEFICIT, continued
Common Stock Warrants, continued
The
following table summarizes information about common stock warrants
outstanding at March 31, 2021:
|
Warrants
Outstanding
|
Warrants
Exercisable
|
|||
|
Number
Outstanding at
|
Weighted
Average
|
Weighted
Average
|
Number
Exercisable at
|
Weighted
Average
|
|
March
31, 2021
|
Remaining
Life
|
Exercise
Price
|
March
31, 2021
|
Exercise
Price
|
|
25,445,677
|
1.79 Years
|
$
0.0055
|
25,445,677
|
$
0.0055
|
|
21,739,130
|
1.86 Years
|
0.0115
|
21,739,130
|
0.0115
|
|
1,425,000
|
1.86 Years
|
0.02
|
1,425,000
|
0.02
|
|
48,609,807
|
1.81 Years
|
$
0.011
|
48,609,807
|
$
0.011
|
NOTE 7
-
STOCK-BASED
COMPENSATION
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. The holder of a
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 nine
months ended March 31, 2021 is presented in the following
table:
|
|
For the Nine Months ended
|
|
|
|
March 31, 2021
|
|
|
|
|
Weighted
|
|
|
|
Average
|
|
|
|
Grant Date
|
|
|
Shares
|
Fair Value
|
|
Unvested at
beginning of period
|
666,659
|
$
0.06
|
|
Granted
|
198,000,000
|
$
0.012
|
|
Forfeited
|
-
|
$
-
|
|
Vested
|
(17,100,000
)
|
$
0.012
|
|
Unvested at end of
period
|
181,566,659
|
$
0.012
|
Unrecognized
compensation expense related to outstanding restricted stock awards
to employees and directors as of March 31, 2021 was $2,087,250 and
is expected to be recognized over a weighted average period of 0.92
years.
NOTE 8: RELATED PARTY TRANSACTIONS
Equity
transactions with related parties are described in Note
6.
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 March 31, 2021 there were no such advances made to the
Company.
NOTE 9: COMMITMENTS AND CONTINGENCIES
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 March 31, 2021,
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 sellers of Threat Surface Solutions
Group, LLC has expired, but included a provision for a royalty
payment based on ten percent (10%) of sales generated by Threat
Surface Solutions Group beginning on the Agreement Date and ending
on October 12, 2021, capped at a maximum royalty of $2,500,000. As
of March 31, 2021 we have not generated any revenue related to
these license agreements.
Our
license agreement with The MITRE Corporation includes a provision
for a royalty payment on revenues collected of 6%. As of March 31,
2021 we have not generated any revenue related to this license
agreement.
Legal Claims
In July
2018 the Company was named as the defendant in a legal proceeding
brought by Tarpon Bay Partners LLC (the “Plaintiff”) in
the Judicial District Court of Danbury, Connecticut. Plaintiff
asserts that the Company failed to convert two convertible notes
held by Plaintiff. The Company is vigorously contesting this claim.
There are no other proceedings in which any of our directors,
officers or affiliates, or any registered or beneficial
stockholder, is an adverse party or has a material interest adverse
to our interest.
In
January 2021 the Company won a dismissal of an involuntary
bankruptcy petition that was filed against the Company in the
Southern District Court of Florida on December 30, 2020, which had
been brought by three parties, (i) Tarpon Bay Partners LLC, (ii)
J.P. Carey Enterprises Inc., and (iii) Anvil Financial Mgmt LLC
(collectively the "Petitioning Creditors").
The
Court ruled in Visium's favor, dismissing the involuntary
bankruptcy petition and allowing Visium to file a motion with the
Court seeking compensatory and punitive damages. In addition,
Visium plans to file an affidavit of fees and costs incurred in
connection with Visium's defense of the Involuntary
Petition.
In
March 2021 the Company filed a Complaint for Damages and Other
Relief against Tarpon Bay Partners, LLC, a Florida limited
liability company; J.P. Carey Enterprises, Inc., a Florida profit
corporation; Anvil Financial Management, LLC, a Florida limited
liability company; Stephen Hicks, an individual; Joseph C Canouse,
an individual; Jeffrey M. Canouse, an individual; Paul A. Rachmuth,
an individual; and Litt Law Group, LLC, a New York Limited
Liability Company (collectively the “Defendants”)
related to the involuntary bankruptcy petition. The Company is
seeking damages from the Defendants for reasonable attorneys’
fees and costs, as well as compensatory, consequential special and
punitive damages.
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.
NOTE 10 – FAIR VALUE MEASUREMENT
Fair value measurements
At
March 31, 2021 and 2020, 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.
NOTE 10 – FAIR VALUE MEASUREMENT, continued
At
March 31, 2021 the estimated fair values of the liabilities
measured on a recurring basis are as follows:
|
|
Fair
Value Measurements at
|
||
|
|
March
31, 2021:
|
||
|
|
(Level
1)
|
(Level
2)
|
(Level
3)
|
|
Derivative
liability
|
$
-
|
$
-
|
$
1,117,248
|
|
Total derivative
liability
|
$
-
|
$
-
|
$
1,117,248
|
|
|
18
|
|
|
|
||
VISIUM TECHNOLOGIES, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2021
NOTE 11: SUBSEQUENT EVENTS
In
April 2021 the Company created JAJ Advisory, LLC, a Viriginia
limited liability company. The LLC was established to account for
non-cybersecurity related business activities that the Company is
working towards.
In
April 2021, the Board of Directors adopted the 2021 Equity
Incentive Plan (the “Plan”) for directors, officers,
employees, and consultants that provides for non-qualified and
incentive stock options to be issued enabling holders thereof to
purchase common shares of the Company at exercise prices determined
by the Company’s Board of Directors.
In
April 2021 our consultants vested 6,566,667 shares of our $0.0001
par value common stock, valued at $78,750, or at an average price
per share of $0.012.
In
April 2021 our directors and officers vested 10,000,000 shares of
our $0.0001 par value common stock, valued at $115,000, or at an
average price per share of $0.0115.
|
|
19
|
|
|
|
||
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. is a Florida corporation with offices based in
Fairfax, Virginia, focused on building a global cybersecurity
business, by advancing technology and cybersecurity tools and
services to support enterprises in protecting their most valuable
assets - their data, on their networks, in the cloud, and Internet
of Things (“IoT”).
Visium
is a provider of cyber security automation, analytics and
visualization. Visium operates in the traditional cyber security
space, as well as in the cloud-based technology and Internet of
Things (“
IOT
”)
spaces. Visium provides cybersecurity technology solutions, tools
and services to support commercial enterprises and
government’s ability to protect their data. Visium’s
CyGraph technology provides visibility, advanced cyber monitoring
intelligence, analytics and automation to help reduce risk,
simplify cyber security and deliver better security
outcomes.
In
March 2019, Visium entered into a software license agreement with
MITRE Corporation to license a patented technology, known as
CyGraph, a tool for cyber warfare analytics, visualization and
knowledge management. CyGraph provides advanced analytics for
cybersecurity situational awareness that is scalable, flexible and
comprehensive.
Key Corporate Developments for the Quarter Ended March 31,
2021
Securities Purchase Agreement and Promissory Note with Labrys Fund,
L.P.
In
January, and February 2021, the Company entered into two securities
purchase agreements with Labrys Fund, LP, a Delaware limited
partnership pursuant to which Labrys purchased two self-amortizing
promissory notes as follows:
|
|
Principal
|
Original Issued Discount
|
Net
|
Conversion Price
|
|
February
8, 2021
|
$
500,000
|
$
25,000
|
$
475,000
|
$
0.02
|
|
January
12, 2021
|
200,000
|
10,000
|
190,000
|
0.005
|
|
|
$
700,000
|
$
35,000
|
$
665,000
|
$
0.005304
|
Employees
At May
17, 2021, we had 5 full time employees. We currently outsource
significant development work to contractors.
Our
principal offices are located at 4094 Majestic Lane, Suite 360,
Fairfax, Virginia 22033. Our telephone number is (703) 273-0383. We
currently operate in a virtual office arrangement.
Our
common stock is quoted on the OTC Pink under the symbol
“VISM”.
|
|
20
|
|
|
|
||
VISIUM TECHNOLOGIES, INC.
RESULTS OF OPERATIONS
Three and Nine Month Periods Ended March 31, 2021 and
2020
|
|
Three Months Ended
|
Nine Months Ended
|
||
|
|
March 31,
|
March 31,
|
||
|
|
2021
|
2020
|
2021
|
2020
|
|
Net
revenues
|
$
25,000
|
$
-
|
$
25,000
|
$
-
|
|
|
|
|
|
|
|
Operating
expenses:
|
|
|
|
|
|
Selling, general
and administrative
|
2,736,524
|
189,675
|
3,098,235
|
604,439
|
|
Development
expense
|
37,206
|
-
|
143,200
|
35,500
|
|
Total Operating
Expenses
|
2,773,730
|
189,675
|
3,241,435
|
639,939
|
|
|
|
|
|
|
|
Loss from
Operations
|
(2,748,730
)
|
(189,675
)
|
(3,216,435
)
|
(639,939
)
|
|
|
|
|
|
|
|
Other income
(expenses):
|
|
|
|
|
|
Gain
(loss) on change in fair value of derivative
liabilities
|
1,405,081
|
(23,319)
|
855,587
|
462,249
|
|
Derivative
liability expense
|
(1,059,282)
|
(61,396)
|
(1,059,282)
|
(61,396)
|
|
Gain
(loss) on extinguishment of debt
|
28,863
|
(169,060)
|
(180,001)
|
(267,881)
|
|
Warrant exercise
expense
|
-
|
-
|
(211,411)
|
-
|
|
Interest
expense
|
(171,575)
|
(72,190)
|
(247,579)
|
(271,645)
|
|
Total other income
(expenses)
|
(203,087)
|
(11,041)
|
(842,686)
|
(138,493)
|
|
|
|
|
|
|
|
Net
loss
|
$
(2,545,643)
|
$
(226,747)
|
$
(4,059,121)
|
$
(778,432)
|
Nine Month Period Ended March 31, 2021
Revenues
For the
nine months ended March 31, 2021, we reported revenues of $25,000
as compared to revenues of $0 for the nine months ended March 31,
2020. The increase in revenue is due to consulting fees earned
related to the development of security operations procedures for
secured data center operations, provided to a
customer.
Selling, General, and Administrative Expenses
|
|
Nine
Months Ended
|
|
|
|
March
31,
|
|
|
|
2021
|
2020
|
|
Accounting
expense
|
$
42,488
|
$
57,632
|
|
Consulting
fees
|
49,900
|
30,000
|
|
Salaries
|
261,500
|
252,000
|
|
Legal and
professional fees
|
113,274
|
27,050
|
|
Travel
expense
|
1,086
|
9,786
|
|
Occupancy
expense
|
184
|
4,719
|
|
Telephone
expense
|
2,700
|
2,700
|
|
Marketing
expense
|
763
|
8,199
|
|
Website
expense
|
4,554
|
2,291
|
|
Investor relations
expense
|
10,000
|
20,000
|
|
Stock based
compensation
|
2,589,750
|
184,735
|
|
Other
|
22,040
|
5,327
|
|
|
$
3,098,235
|
$
604,439
|
The
increase in selling, general and administrative expenses of
$2,493,796 during fiscal 2021, when compared with the prior year,
is primarily due to an increase in stock-based compensation of
$2,405,015, higher legal and consulting fees of $86,224, and higher
consulting fee expense of $19,900, offset by lower accounting
expense of $15,144, lower occupancy expense of $4,535, and lower
travel expense of $8,700.
We
believe that our selling, general, and administrative expenses will
remain steady as we increase our business activity over the
remainder of 2021, but anticipate incurring lower legal and
consulting expenses.
|
|
21
|
|
|
|
||
Development Expense
|
|
Nine-Months
Ended
|
|
|
|
|
March
31,
|
%
|
|
|
|
2021
|
2020
|
Change
|
|
Development
expense
|
$
143,200
|
$
35,500
|
303.4%
|
Development
expense represents the expense to further enhance and commercialize
CyGraph and other technologies. We believe that we will incur an
additional $50,000 of development expense during the remainder of
fiscal 2021.
Derivative Liability Expense
|
|
Nine-Months Ended
|
|
|
|
|
March 31,
|
%
|
|
|
|
2021
|
2020
|
Change
|
|
Derivative
liability expense
|
$
(1,059,282)
|
$
(61,396)
|
1,625.3%
|
Derivative
liability expense represents the expense related to our convertible
notes payable issued in October 2021 that include variable
conversion features.
Change in Fair Value of Derivative Liabilities
|
|
Nine-Months
Ended
|
|
|
|
|
March
31,
|
%
|
|
|
|
2021
|
2020
|
Change
|
|
Gain on change
in fair value of derivative liabilities
|
$
855,587
|
$
462,249
|
85.1%
|
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
|
|
Nine-Months
Ended
|
%
|
|
|
|
March
31,
|
Change
|
|
|
|
2021
|
2020
|
|
|
Interest expense
|
$
247,579
|
$
271,465
|
68.8%
|
Interest
expense represents stated interest of notes and convertible notes
payable as well as amortization of debt discount. Interest expense
is lower for the nine months ended March 31, 2021 due to lower debt
discount amortization as compared to the prior year
period.
Warrant Exercise Expense
|
|
Nine-Months Ended
|
|
|
|
|
March 31,
|
|
%
|
|
|
2021
|
2020
|
Change
|
|
Warrant exercise expense
|
$
(211,411)
|
$
-
|
N/A
|
During
the nine months ended March 31, 2021 we issued 348,261,534
shares of our common stock
pursuant to the cashless exercise of outstanding warrants. The
Company recognized an expense of $211,411 associated with the
issuance of additional warrant shares related to this
exercise.
Gain (loss) on Extinguishment of Debt
|
|
Nine-Months Ended
|
|
|
|
|
March 31,
|
|
%
|
|
|
2021
|
2020
|
Change
|
|
Gain (l
oss)
on extinguishment of debt
|
$
180,001
|
$
(267,881)
|
32.8%
|
The
loss on extinguishment of debt is related to the difference between
the conversion price used when convertible notes are converted into
common and the share price on the date of the
conversion.
Three Month Period Ended March 31, 2021
Revenues
For the
three months ended March 31, 2021, we reported revenues of $25,000
as compared to revenues of $0 for the three months ended March 31,
2020. The increase in revenue is due to consulting fees earned
related to the development of security operations procedures for
secured data center operations, provided to a
customer.
Selling, General, and Administrative Expenses
For the
three months ended March 31, 2021, selling, general and
administrative expenses were $2,736,524 as compared to $189,675 for
the three months ended March 31, 2021. For the three months ended
March 31, 2021 and 2021 selling, general and administrative
expenses consisted of the following:
|
|
Three
Months Ended
|
|
|
|
March
31,
|
|
|
|
2021
|
2020
|
|
Accounting
expense
|
$
2,500
|
$
398
|
|
Consulting
fees
|
39,900
|
27,500
|
|
Salaries
|
93,500
|
84,000
|
|
Legal and
professional fees
|
77,214
|
10,500
|
|
Occupancy
expense
|
169
|
1,582
|
|
Telephone
expense
|
900
|
900
|
|
Marketing
expense
|
263
|
-
|
|
Website
expense
|
2,991
|
760
|
|
Stock based
compensation
|
2,505,750
|
63,735
|
|
Other
|
13,341
|
300
|
|
|
$
2,736,524
|
$
189,675
|
The
increase in selling, general and administrative expenses of
$2,546,849 during the fiscal quarter ended March 31, 2021, when
compared with the prior year period , is primarily due to an
increase in stock-based compensation of $2,442,015, higher
consulting fees of $12,400, and higher legal and professional
expense of $66,714, offset by lower occupancy expense of
$1,413.
Change in Fair Value of Derivative Liabilities
|
|
Three-Months
Ended
|
|
|
|
|
March
31,
|
%
|
|
|
|
2021
|
2020
|
Change
|
|
Gain (loss) on change in fair value
of derivative liabilities
|
$
1,405,081
|
$
(23,319)
|
6,125%
|
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.
|
|
23
|
|
|
|
||
Loss on Extinguishment of Debt
|
|
Three-Months Ended
|
|
|
|
|
March 31,
|
%
|
|
|
|
2021
|
2020
|
Change
|
|
Loss on extinguishment of debt
|
$
28,863
|
$
(169,060)
|
117.1%
|
Interest Expense
|
|
Three-Months
Ended
|
|
|
|
|
March
31,
|
%
|
|
|
|
2021
|
2020
|
Change
|
|
Interest
expense
|
$
171,575
|
$
72,190
|
137.7%
|
Interest
expense represents stated interest of notes and convertible notes
payable as well as amortization of debt discount. Interest expense
is higher for the three months ended March 31, 2021 due to higher
principal balances and higher debt discount amortization as
compared to the prior year period.
Derivative Liability Expense
|
|
Three-Months Ended
|
|
|
|
|
March 31,
|
|
%
|
|
|
2021
|
2020
|
Change
|
|
Derivative
liability expense
|
$
(1,059,282)
|
$
-
|
N/A
|
Liquidity and Capital Resources
|
|
Balance
at
|
|
|
|
March
31, 2021
|
June
30, 2020
|
|
Cash
|
$
276,102
|
$
30,251
|
|
Accounts payable
and accrued expenses
|
383,980
|
333,805
|
|
Accrued
compensation
|
615,029
|
652,529
|
|
Notes, convertible
notes, and accrued interest payable
|
$
2,274,497
|
$
1,833,784
|
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, 2021. We
may need to raise funds to enhance our working capital and use them
for strategic purposes. If such need arises, we intend to generate
proceeds from either debt or equity financing.
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 $603,109 and $106,181 during the nine-month periods
ended March 31, 2021 and 2020, respectively, and has a working
capital deficit of approximately $4.1 million and $3.4 million at
March 31, 2021 and June 30, 2020, respectively. The Company’s
ability to continue as a going concern is dependent upon its
ability to obtain the necessary financing to meet its obligations
and repay its liabilities arising from normal business operations
when they come due, to fund possible future acquisitions, and to
generate profitable operations in the future, once a merger with an
operating company is consummated. Management plans may continue to
provide for its capital requirements by issuing additional equity
securities and debt and the Company will continue to find possible
acquisition target. 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.
|
|
24
|
|
|
|
||
Nine Months ended March 31, 2021
Net
cash used in operations during the nine months ended March 31, 2021
increased by approximately $497,000 or 468% from the same period
during fiscal year 2020. The increase in cash used in operations is
primarily due to the increase in consulting and business
development expense and cash paid for legal and professional fees.
This cash was obtained through the sale of three promissory notes
and three convertible notes that netted the Company
$1,025,000.
Nine Months ended March 31, 2020
Net
cash used in operations during the nine months ended March 31, 2020
decreased by approximately $384,833 or 78% from the same period
during fiscal year 2019. The decrease in cash used in operations is
primarily due to the decrease in consulting and business
development expense and cash paid for legal and professional fees,
and the decrease in cash paid for salaries to executives. This cash
was obtained through the sale of a convertible note that netted the
Company $48,000, and through advances of cash made to the Company
by its officers and directors of $39,840.
Capital Raising Transactions
Issuance of promissory notes payable
We
generated net proceeds of $225,000 from the issuance of three
promissory notes payable and 225,000,000 shares or restricted
common stock during the nine-month period ended March 31,
2021.
Issuance of convertible notes payable
On February 8, 2021
, the
Company issued a promissory note to Labrys Fund, LP in the
principal amount of $500,000 for a purchase price of $475,000.
Pursuant to the Purchase Agreement, the Company issued to the
Investor a warrant to purchase 12,500,000 shares of the
Company’s common stock as a condition to closing. The closing
of the Purchase Agreement occurred on February 10, 2021, with the
Purchase Price funded to the Company on such
date.
The Note, which reflects a $25,000 original issuance discount,
bears interest at 8% per year and matures on February 8, 2022. The
Note includes an interim payment of $65,000, payable to the
Investor on August 8, 2021. The Company has the right to prepay the
Note in full, including accrued but unpaid interest, without
prepayment penalty provided an event of default, as defined
therein, has not occurred. The Note is convertible into shares of
the Company’s common stock at conversion price of $0.02 per
share, subject to adjustment as provided therein.
The Warrant is exercisable for a term of two-years from the date of
issuance, at an exercise price equal to $0.02 per share, subject to
adjustment as provided therein. The Warrants provide for cashless
exercise to the extent that the market price (as defined therein)
of one share of the Company’s common stock is greater than
the exercise price of the Warrant.
On January 12, 2021
, the
Company issued a promissory note to Labrys Fund, LP in the
principal amount of $200,000 for a purchase price of $190,000.
Pursuant to the Purchase Agreement, the Company issued to the
Investor a warrant to purchase 22,172,949 shares of the
Company’s common stock as a condition to closing. The closing
of the Purchase Agreement occurred on January 14, 2021, with the
Purchase Price funded to the Company on such
date.
The Note, which reflects a $10,000 original issuance discount,
bears interest at 8% per year and matures on January 12, 2022. The
Note includes an interim payment of $26,000, payable to the
Investor on July 12, 2021. The Company has the right to prepay the
Note in full, including accrued but unpaid interest, without
prepayment penalty provided an event of default, as defined
therein, has not occurred. The Note is convertible into shares of
the Company’s common stock at conversion price of $0.005 per
share, subject to adjustment as provided therein.
The Warrant is exercisable for a term of two-years from the date of
issuance, at an exercise price equal to 110% of the closing price
of the Company’s common stock on the date of issuance,
subject to adjustment as provided therein. The Warrants provide for
cashless exercise to the extent that the market price (as defined
therein) of one share of the Company’s common stock is
greater than the exercise price of the Warrant.
On November 23, 2020
, the
Company issued a promissory note to Labrys Fund, LP in the
principal amount of $150,000 for a purchase price of
$135,000.
Pursuant to the Purchase Agreement, the Company
issued Labrys 90,000,000 shares of the Company’s common stock
as a condition to closing.
The Note, which reflects a 10% original issuance discount, bears
interest at 12% per year and matures on November 23, 2021. The Note
includes an interim payment of $16,800, payable to the Investor
payable within 90 calendar days from the issuance of the Note. The
Company has the right to prepay the Note in full, including accrued
but unpaid interest, without prepayment penalty provided an event
of default, as defined therein, has not occurred. The Note is
convertible into shares of the Company’s common stock at
conversion price of $0.001575 per share, subject to adjustment as
provided therein.
Other outstanding obligations at March 31, 2021
Convertible Notes Payable
The
Company had convertible promissory notes aggregating $742,600
outstanding at March 31, 2021. The accrued interest amounted to
approximately $541,000 as of March 31, 2021. 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 $0.09
and $0.60 per share, at the holders’ option. At March 31,
2021, all convertible promissory notes have matured and are in
default.
Convertible notes payable to ASC Recap LLC
On July
22, 2013 and May 6, 2014, the Company issued to ASC Recap LLC
(“ASC”) two convertible promissory notes with principal
amounts of $25,000 and $125,000, respectively. These two notes were
issued as a fee for services under a 3(a)10 transaction that was
never consummated and therefore there was no performance by ASC to
earn the notes. As a result, while the Company continues to carry
the balance of these notes on its balance sheet, it does not
believe the notes payable balances are owed. The July 22, 2013 note
matured on March 31, 2014 and a balance of $22,965 remains unpaid.
The May 6, 2014 note matured on May 6, 2016 and remains unpaid. The
notes are convertible into the common stock of the Company at any
time at a conversion price equal to 50% of the lowest closing bid
price of our common stock for the twenty days prior to
conversion.
Notes Payable
The
Company had promissory notes aggregating $580,000 at March 31,
2021. The related accrued interest amounted to approximately
$188,400 at March 31, 2021. The Notes Payable bear interest at
rates ranging between 8% and 16% per annum. Interest is generally
payable monthly. All promissory notes have matured as of March 31,
2021.
|
|
25
|
|
|
|
||
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 March 31, 2021. In making this assessment, our management used
criteria issued by the Committee of Sponsoring Organizations of the
Treadway Commission in Internal Control Over Financial Reporting
– Guidance for Smaller Public Companies.
During
our assessment of the design and the effectiveness of internal
control over financial reporting as of March 31, 2021, 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 four 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, that result in more than a
remote likelihood that a material misstatement of the annual or
interim financial statements will not be prevented or detected by
us in a timely manner.” A significant deficiency is a
deficiency or a combination of deficiencies, in internal control
over financial reporting that is less severe than a material
weakness, yet important enough to merit attention by those
responsible for oversight of the registrant’s financial
reporting.
We
intend to gradually improve our internal control over financial
reporting to the extent that we can allocate resources to such
improvements. We intend to prioritize the design of our internal
control over financial reporting starting with our control
environment and risk assessments and ending with control
activities, information and communication activities, and
monitoring activities. Although we believe the time to adapt in the
next year will help position us to provide improved internal
control functions into the future, in the interim, these changes
caused control deficiencies, which in the aggregate resulted in a
material weakness. Due to the existence of these material
weaknesses, our management, including our Chief Executive Officer
and Chief Financial Officer, concluded that our internal control
over financial reporting was not effective as of March 31,
2021.
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 March 31, 2021, 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.
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PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
With
the exception of the item described below, at March 31, 2021 the
Company is not the subject of, or party to, any pending or
threatened, legal actions.
In July
2019 the Company was named as the defendant in a legal proceeding
brought by Tarpon Bay Partners LLC (the plaintiff) in the Judicial
District Court of Danbury, Connecticut. The plaintiff asserts that
the Company failed to convert two convertible notes held by the
Plaintiff. The Company is vigorously contesting this claim. There
is no current estimate on when this issue will be
resolved.
In
March 2021 the Company filed a Complaint for Damages and Other
Relief against Tarpon Bay Partners, LLC, a Florida limited
liability company; J.P. Carey Enterprises, Inc., a Florida profit
corporation; Anvil Financial Management, LLC, a Florida limited
liability company; Stephen Hicks, an individual; Joseph C Canouse,
an individual; Jeffrey M. Canouse, an individual; Paul A. Rachmuth,
an individual; and Litt Law Group, LLC, a New York Limited
Liability Company (collectively the “Defendants”)
related to the involuntary bankruptcy petition. The Company is
seeking damages from the Defendants for reasonable attorneys’
fees and costs, as well as compensatory, consequential special and
punitive damages.
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 9, 2020, 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.
During
the three months ended March 31, 2021 the Company issued 61,399,000
shares of its common stock related to the conversion of $95,203 of
principal and accrued interest of its convertible notes payable, at
an average contract conversion price of $0.00155 per share. The
issuance was exempt from registration under the Securities Act of
1933 in reliance on an exemption provided by Section 4(2) of that
act.
During
the three months ended March 31, 2021 the Company issued 6,700,001
shares of its $0.0001 par value common stock to three consultants,
as compensation. The shares were valued at $86,750, or $0.013 per
share.
During
the three months ended March 31, 2021 the Company issued
100,000,000 shares of its $0.0001 par value common stock to its
directors and officers as compensation for services rendered. The
shares were valued at $2,419,000, or $0.024 per share.
During
the nine months ended March 31, 2021 the Company issued 348,261,583
shares of its $0.0001 par value common stock pursuant to the
cashless exercise of warrants. The warrant shares were valued at
$211,411, or 0.00061 per share.
During
the nine months ended March 31, 2021 the Company issued 225,000,000
shares of its $0.0001 par value common stock to four investors as
commitment shares pursuant to the issuance of promissory
notes.
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
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31.1
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Certification of
the Chief Executive Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 *
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31.2
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Certification of
the Chief Financial Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 *
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32.1
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Certification of
Chief Executive Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 *
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32.2
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Certification of
Chief Financial Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 *
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*
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Filed
herewith.
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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.
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VISIUM
TECHNOLOGIES, INC.
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By:
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/s/ Mark B. Lucky
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May 17,
2021
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Mark B.
Lucky
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CEO,
principal executive officer
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By:
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/s/ Mark Lucky
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May 17,
2021
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Mark
Lucky
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CFO,
principal accounting officer
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28
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TABLE OF CONTENTS
Part I - Financial InformationItem 1. Consolidated Financial StatementsNote 1: Organization, Going Concern and Basis Of PresentationNote 2: Summary Of Significant Accounting PoliciesNote 2: Summary Of Significant Accounting Policies, ContinuedNote 3: Derivative LiabilitiesNote 4: Accrued InterestNote 5: Convertible Notes Payable and Note PayableNote 6: Stockholders DeficitNote 6: Stockholders Deficit, ContinuedNote 7 - Stock-based CompensationNote 8: Related Party TransactionsNote 9: Commitments and ContingenciesNote 10 Fair Value MeasurementNote 10 Fair Value Measurement, ContinuedNote 11: Subsequent EventsItem 2. Management S Discussion and Analysis and Results Of OperationsItem 3. Quantitative and Qualitative Disclosures About Market RiskItem 4. Controls and ProceduresPart II - Other InformationItem 1. Legal ProceedingsItem 1A. Risk FactorsItem 2. Unregistered Sales Of Equity Securities and Use Of ProceedsItem 3. Defaults Upon Senior SecuritiesItem 4. Mine Safety DisclosuresItem 5. Other InformationItem 6. Exhibits