VISM 10-Q
Visium Technologies, Inc. (VISM)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from ___________ to ___________.
Commission file number
(Exact name of registrant as specified in its charter) |
| ||
(State of Incorporation) |
| (IRS Employer Identification No.) |
(Address of principal executive offices)
(
Registrant’s telephone number, including area code:
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
| Trading Symbol(s) |
| Name of each exchange on which registered |
N/A |
| N/A |
| N/A |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:
Large accelerated filer | ☐ | Accelerated filer | ☐ |
☒ | Smaller Reporting Company | ||
Emerging growth company |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
The number of shares outstanding of the registrant’s Common Stock, $0.0001 par value per share, as of May 13, 2022, was
When used in this quarterly report, the terms “Visium,” “the Company,” “we,” “our,” and “us” refer to Visium Technologies, Inc., a Florida corporation.
CAUTIONARY STATEMENT REGARDING FORWARD LOOKING INFORMATION
This quarterly report on Form 10-Q contains 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 13, 2021. Readers are also urged to carefully review and consider the various disclosures we have made in this report and in our Form 10-K.
2 |
VISIUM TECHNOLOGIES, INC. AND SUBSIDIARIES
INDEX
| 3 |
| Table of Contents |
PART I - FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements
VISIUM TECHNOLOGIES, INC.
CONSOLIDATED BALANCE SHEETS
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| March 31, 2022 |
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| June 30, 2021(1) |
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| (Unaudited) |
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ASSETS |
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Current assets: |
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Cash |
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Prepaid license fee |
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Total current assets |
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Total assets |
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LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||||
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Current liabilities: |
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Accounts payable and accrued expenses |
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Accrued compensation |
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Accrued interest |
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Convertible notes payable to ASC Recap LLC |
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Convertible notes payable, net of discount of $ |
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Derivative liability |
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Notes payable, net of discount of $ |
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Total current liabilities |
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Commitments and contingencies (Note 10) |
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Stockholders’ deficit: |
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Preferred stock |
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Series A Convertible Stock ($ |
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| 13,992 |
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Series B Convertible Stock ($ |
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Series AA Convertible Stock ($ |
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Common stock, $ |
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Additional paid in capital |
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Accumulated deficit |
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Total stockholders’ deficit |
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Total liabilities and stockholders’ deficit |
| $ |
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| $ |
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(1) Derived from audited financial statements
See Notes to Unaudited Consolidated Financial Statements.
| 4 |
| Table of Contents |
VISIUM TECHNOLOGIES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
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| Three Months Ended |
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| Nine Months Ended |
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| March 31, |
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| March 31, |
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| 2022 |
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| 2021 |
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Net revenues |
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Operating expenses: |
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Selling, general and administrative |
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Development expense |
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Total Operating Expenses |
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Loss from Operations |
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Other income (expenses): |
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Gain (loss) on change in fair value of derivative liabilities |
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Derivative liability expense |
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Gain (loss) on extinguishment of debt |
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Warrant exercise expense |
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Interest expense |
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Total other income (expenses) |
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Net loss |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
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Loss per common share basic and diluted |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
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Weighted average common shares outstanding – basic and diluted |
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See Notes to Unaudited Consolidated Financial Statements.
| 5 |
| Table of Contents |
VISIUM TECHNOLOGIES, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT
FOR THE THREE AND NINE MONTHS ENDED MARCH 31, 2022
(UNAUDITED)
For the three months ended March 31, 2022
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| Preferred Stock - Series A $0.001 Par Value |
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| Preferred Stock - Series B $0.001 Par Value |
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| Preferred Stock - Series AA $0.001 Par Value |
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| Common Stock $0.0001 Par Value |
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| Additional Paid-in |
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| Accumulated |
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| Total Stockholders’ |
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| Shares |
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| Amount |
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| Amount |
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| Amount |
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| Amount |
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| Capital |
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| Deficit |
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Balance at December 31, 2021 |
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Shares issued for consulting services |
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Shares issued as compensation |
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Amortization of deferred compensation |
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Commitment Shares pursuant to financing |
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Net loss for the three months ended March 31, 2022 |
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Balance at March 31, 2022 |
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| $ |
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| $ |
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| $ |
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| $ |
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| $ |
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| $ | ( | ) |
| $ | ( | ) | |||||||||
For the nine months ended March 31, 2022
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| Preferred Stock - Series A $0.001 Par Value |
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| Preferred Stock - Series B $0.001 Par Value |
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| Preferred Stock - Series AA $0.001 Par Value |
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| Common Stock $0.0001 Par Value |
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| Additional Paid-in |
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| Accumulated |
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| Total Stockholders’ |
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| Shares |
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| Amount |
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| Amount |
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| Amount |
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| Amount |
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| Capital |
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| Deficit |
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Balance at June 30, 2021 |
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Shares issued for consulting services |
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Shares issued as compensation |
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Shares issued for conversion of notes payable |
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Commitment shares issued pursuant to financings |
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Shares issued pursuant to sale of common stock |
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Shares issued for exercise of warrants |
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Amortization of deferred compensation |
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Net loss for the nine months ended March 31, 2022 |
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Balance at March 31, 2022 |
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| $ |
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| $ |
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See Notes to Unaudited Consolidated Financial Statements.
| 6 |
| Table of Contents |
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
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| Preferred Stock – Series A $0.001 Par Value |
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| Preferred Stock – Series B $0.001 Par Value |
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| Preferred Stock -Series AA $ 0.001 Par Value |
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| Common Stock $0.0001 Par Value |
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| Additional Paid-in |
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| Accumulated |
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| Total Stockholders’ |
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| Amount |
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| Amount |
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| Amount |
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| Capital |
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| Deficit |
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Balance at December 31, 2020 |
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Shares issued for consulting services |
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Shares issued as compensation |
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Shares issued for conversion of notes payable and accrued interest |
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Shares issued for exercise of warrants |
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Net loss for the three months ended March 31, 2021 |
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Balance at March 31, 2021 |
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| $ |
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| $ |
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| $ |
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| $ |
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| $ |
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| $ | ( | ) |
| $ | ( | ) | |||||||||
For the nine months ended March 31, 2021
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| Preferred Stock – Series A $0.001 Par Value |
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| Preferred Stock – Series B $0.001 Par Value |
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| Preferred Stock – Series AA $ 0.001 Par Value |
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| Common Stock $0.0001 Par Value |
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| Additional Paid-in |
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| Accumulated |
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| Total Stockholders’ |
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| Shares |
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| Amount |
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| Shares |
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| Amount |
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| Shares |
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| Amount |
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| Shares |
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| Amount |
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| Capital |
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| Deficit |
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| Deficit |
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Balance at June 30, 2020 |
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| $ |
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| $ |
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| $ |
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| $ |
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| $ |
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| $ | ( | ) | |||||||||
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Shares issued for consulting services |
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Shares issued as compensation |
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Commitment shares issued pursuant to financings |
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Shares issued for conversion of notes payable and accrued interest |
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Shares issued for exercise of warrants |
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Net loss for the nine months ended March 31, 2021 |
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| ( | ) |
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| ( | ) |
Balance at March 31, 2021 |
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| $ |
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| $ |
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| $ |
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| $ |
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| $ |
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| $ | ( | ) |
| $ | ( | ) | |||||||||
See Notes to Unaudited Consolidated Financial Statements.
| 7 |
| Table of Contents |
VISIUM TECHNOLOGIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
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| Nine-month period ended |
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| 2022 |
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| 2021 |
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Cash flows from operating activities: |
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Net loss |
| $ | ( | ) |
| $ | ( | ) |
Adjustments to reconcile net loss to net cash used in operating activities: |
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(Loss) Gain on change in fair value of derivative liability |
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| ( | ) | |
Stock-based compensation |
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Amortization of debt discount |
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Warrant exercise expense |
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Derivative liability expense |
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Amortization of deferred compensation |
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Amortization of prepaid expense |
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Loss on extinguishment of debt |
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Changes in operating assets and liabilities: |
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Accounts payable |
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Discount on notes payable |
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Accrued interest |
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Accrued compensation |
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Net cash used in operating activities |
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Cash flows from financing activities: |
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Proceeds from sale of common stock |
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Repayment of convertible notes payable |
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Proceeds from issuance of convertible notes payable |
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Proceeds from notes payable |
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Repayment of promissory notes payable |
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Advances from officers |
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Net cash provided by financing activities |
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Net increase in cash |
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Cash, beginning of period |
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Cash, end of period |
| $ |
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| $ |
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Supplemental disclosures of cash flow information: |
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Cash paid for interest |
| $ |
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| $ |
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Cash paid for income taxes |
| $ |
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| $ |
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Non-cash investing and financing activities: |
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Issuance of common stock for conversion of notes payable and accrued interest |
| $ |
|
| $ |
| ||
Commitment shares issued for financing |
| $ |
|
| $ |
| ||
See Notes to Unaudited Consolidated Financial Statements.
| 8 |
| Table of Contents |
VISIUM TECHNOLOGIES, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2022
NOTE 1: ORGANIZATION, GOING CONCERN AND BASIS OF PRESENTATION
Visium Technologies, Inc., or the Company, is a Florida corporation that was originally incorporated in Nevada in October 1987. It was formerly known as Jaguar Investments, Inc. between October 1987 and May 2003, Power2Ship, Inc. between May 2003 and November 2006, Fittipaldi Logistics, Inc. between November 2006 and December 2007, and as NuState Energy Holdings, Inc. between December 2007 and March 5, 2018 when it changed its name to Visium Technologies, Inc.
The Company is focused on digital risk management, cybersecurity, and technology services for network physical security, the Cloud, mobility solutions, critical infrastructure security, and the Internet of Things (“IOT”).
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 may pursue.
Going Concern
The accompanying consolidated financial statements have been prepared on a going concern basis. For the nine months ended March 31, 2022 we had a net loss of $
Recent Events
We continue to actively monitor the impact of COVID-19 on our business. While the impacts have not caused a material adverse financial impact to our business to date, the future impacts remain uncertain. The extent to which the COVID-19 pandemic may impact our business going forward will depend on numerous evolving factors that we cannot reliably predict. These factors may adversely impact business spending on technology as well as customers’ ability to pay for our products and services on an ongoing basis. The effect, if any, of the COVID-19 pandemic would not be fully reflected in our results of operations and overall financial performance until future periods.
Russia’s Invasion of Ukraine: The invasion of Ukraine by Russia and the sanctions imposed in response to this conflict have increased global economic and political uncertainty. While neither Russia nor Ukraine constitutes a material portion of our business, a significant escalation or expansion of economic disruption or the conflict's current scope could disrupt our business, broaden inflationary costs, and have a material adverse effect on our results of operations.
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, 2021, contained in the Company’s Annual Report on Form 10-K filed with the SEC on October 13, 2021. The results of operations for the nine months ended March 31, 2022, are not necessarily indicative of results to be expected for any other interim period or the fiscal year ending June 30, 2022.
| 9 |
| Table of Contents |
VISIUM TECHNOLOGIES, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2022
NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Fiscal Year
The fiscal year ends on June 30. References to fiscal year 2022, for example, refer to the fiscal year ending June 30, 2022.
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. All significant intercompany transactions and balances have been eliminated in consolidation.
Use of Estimates
The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reporting amounts of revenues and expenses during the reported period. Actual results will differ from those estimates. Included in these estimates are assumptions used in Cox, Ross & Rubinstein Binomial Tree stock-based compensation valuation methods, such as expected volatility, risk-free interest rate, and expected dividend rate and in the valuation allowance of deferred tax assets and derivative liability.
Cash and Cash Equivalents
The Company considers all highly liquid, temporary, cash equivalents or investments with an original maturity of three months or less when purchased, to be cash equivalents. The Company had no cash equivalents during the nine months ended March 31, 2022 and year ended June 30, 2021.
Concentration of Credit Risks
Financial instruments which potentially subject the Company to concentrations of credit risk consist principally of cash. The Company maintains cash with two financial institutions. Deposits held with the financial institutions may exceed the amount of insurance provided by the Federal Deposit Insurance Corporation on such deposits, but may be redeemed upon demand. The Company performs periodic evaluations of the relative credit standing of the financial institutions.
The Company’s cash account is held at a financial institution and is insured by the Federal Deposit Insurance Corporation, or FDIC, up to $
Derivative Liabilities
The Company assessed the classification of its derivative financial instruments as of March 31, 2022 and June 30, 2021 which consist of convertible instruments and rights to shares of the Company’s common stock and determined that such derivatives meet the criteria for liability classification under ASC 815.
ASC 815 generally provides three criteria that, if met, require companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments. These three criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument subject to the requirements of ASC 815. ASC 815 also provides an exception to this rule when the host instrument is deemed to be conventional, as described.
| 10 |
| Table of Contents |
VISIUM TECHNOLOGIES, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2022
NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued
The Company uses judgment in determining the fair value of derivative liabilities at the date of issuance and at every balance sheet thereafter and in determining which valuation method is most appropriate for the instrument, the expected volatility, the implied risk-free interest rate, as well as the expected dividend rate, if any. The Company recorded a derivative liability as of March 31, 2022 of $
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.
Convertible Instruments
The Company accounts for convertible instruments (when it has determined that the embedded conversion options should not be bifurcated from their host instruments) in accordance with ASC 470-20, Debt with Conversion and Other Options. Accordingly, the Company records, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt to their earliest date of redemption. The Company also records deemed dividends for the intrinsic value of conversion options embedded in preferred shares based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note.
ASC 815-40, Contracts in Entity’s own Equity, generally provides that, among other things, if an event is not within the entity’s control, such contract could require net cash settlement and shall be classified as an asset or a liability.
The Company determines whether the instruments issued in the transactions are considered indexed to the Company’s own stock. During fiscal years 2014 through 2021 the Company’s issued convertible securities with variable conversion provisions that resulted in derivative liabilities. See discussion above under derivative liabilities that resulted in a change in derivative liability accounting.
| 11 |
| Table of Contents |
VISIUM TECHNOLOGIES, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2022
NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued
Revenue Recognition
All revenues are recorded in accordance with ASC 606, which is recognized when: (i) a contract with a client has been identified, (ii) the performance obligation(s) in the contract have been identified, (iii) the transaction price has been determined, (iv) the transaction price has been allocated to each performance obligation in the contract, and (v) the Company has satisfied the applicable performance obligation over time.
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 March 31, 2022, the Company had not filed tax returns for the tax years ending June 30, 2008 through 2021 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 is substantially aligned.
Under ASC Topic 718, “Compensation - Stock Compensation”. Under the fair value recognition provisions of this topic, stock-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as an expense on a straight-line basis over the requisite service period, which is the vesting period.
The Company has elected to use the Cox, Ross & Rubinstein Binomial Tree valuation model to estimate the fair value of its options, which incorporates various subjective assumptions including volatility, risk-free interest rate, expected life, and dividend yield to calculate the fair value of stock option awards. Compensation expense recognized in the statements of operations is based on awards ultimately expected to vest and reflects estimated forfeitures. ASC 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates.
Segment Reporting
The Company operates in one business segment which technologies are focused on cybersecurity.
| 12 |
| Table of Contents |
VISIUM TECHNOLOGIES, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2022
NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued
Recent Accounting Pronouncements
All new accounting pronouncements issued but not yet effective are not expected to have a material impact on our results of operations, cash flows or financial position. There have been no new accounting pronouncements not yet effective that have significance to our consolidated financial statements.
In August 2020, the FASB issued ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40) – Accounting for Convertible Instruments and Contracts on an Entity’s Own Equity. The ASU simplifies accounting for convertible instruments by removing major separation models required under current GAAP. Consequently, more convertible debt instruments will be reported as a single liability instrument with no separate accounting for embedded conversion features. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, which will permit more equity contracts to qualify for the exceptions. The ASU also simplifies the diluted net income per share calculation in certain areas. The new guidance is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, and early adoption is permitted. The Company is currently evaluating the impact of the adoption of the standard on the consolidated financial statements.
In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt-Modifications and Extinguishments (Subtopic 470-50), Compensation-Stock Compensation (Topic 718), and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40). The new ASU addresses issuer’s accounting for certain modifications or exchanges of freestanding equity-classified written call options. This amendment is effective for all entities, for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the impact this new
Basic and Diluted Earnings Per Share
Basic earnings per share are calculated by dividing income available to stockholders by the weighted-average number of shares of Common Stock outstanding during each period. Diluted earnings per share are computed using the weighted average number of shares of Common Stock and the dilutive Common Stock share equivalents outstanding during the period. Dilutive Common Stock share equivalents consist of shares issuable upon the exercise of in-the-money stock options and warrants (calculated using the modified-treasury stock method) and conversion of other securities such as convertible debt or convertible preferred stock. Potential common shares that would be as follows:
|
| March 31, |
|
| June 30, |
| ||
|
| 2022 |
|
| 2021 |
| ||
Weighted average common shares outstanding |
|
|
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|
| ||
Effect of dilutive securities-when applicable: |
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|
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Convertible promissory notes |
|
|
|
|
|
| ||
Preferred stock |
|
|
|
|
|
| ||
Common stock options |
|
|
|
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| - |
| |
Warrants |
|
|
|
|
|
| ||
Fully diluted earnings per share—adjusted weighted-average shares and assumed conversions |
|
|
|
|
|
| ||
NOTE 3: PREPAID LICENSE FEE
In April 2021, the Company entered into two-year software license agreement to enable product development. The license fee is prepaid at a rate of $
| 13 |
| Table of Contents |
VISIUM TECHNOLOGIES, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2022
NOTE 4: DERIVATIVE LIABILITIES
Derivative liability - warrants
The Company issued warrants in connection with convertible notes payable which were issued in January, February, and July 2021. These warrants have price protection provisions that allow for the reduction in the exercise price of the warrants in the event the Company subsequently issues stock or securities convertible into stock at a price lower than the stated conversion for each warrant, ranging
Accounting for Derivative Warrant Liability
The Company’s derivative warrant instruments have been measured at fair value at March 31, 2022 using the Cox, Ross & Rubinstein Binomial Tree valuation model. The Company recognizes the derivative liability related to those warrants that contain price protection features 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, 2022 and June 30, 2021 using the Cox, Ross & Rubinstein Binomial Tree valuation model.
The revaluation of the warrants and convertible debt at each reporting period, as well as the charges associated with issuing additional convertible notes, and warrants with price protection features, resulted in the recognition of a loss of $
The Company has determined its derivative liability to be a Level 3 fair value measurement. The significant assumptions used in the Cox, Ross & Rubinstein Binomial Tree valuation of the derivative are as follows:
|
| Nine Months Ended March 31, |
| |||||
|
| 2022 |
|
| 2021 |
| ||
Effective exercise price |
| $ |
|
| $ |
| ||
Effective market price |
| $ |
|
| $ |
| ||
Expected volatility |
| % |
| % | ||||
Risk-free interest |
| % |
| % | ||||
Expected terms |
|
|
|
| ||||
Expected dividend rate |
|
| % |
|
| % | ||
Changes in the derivative liabilities during the nine months ended March 31, 2022 is follows:
Derivative liability at June 30, 2021 |
| $ |
| |
Loss on change in fair value of derivative liability |
|
|
| |
Derivative liability at March 31, 2022 |
| $ |
|
| 14 |
| Table of Contents |
VISIUM TECHNOLOGIES, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2022
NOTE 5: ACCRUED INTEREST PAYABLE
Changes in accrued interest payable during the Nine Months ended March 31, 2022 is as follows:
Accrued interest payable at June 30, 2021 |
| $ |
| |
Interest expense accrued for the nine months ended March 31, 2022 |
|
|
| |
Interest paid in cash |
|
| ( | ) |
Conversion of accrued interest into common stock |
|
| ( | ) |
Accrued interest payable at March 31, 2022 |
| $ |
|
NOTE 6: CONVERTIBLE NOTES PAYABLE AND NOTES PAYABLE
Convertible Notes Payable
At March 31, 2022 and June 30, 2021 convertible debentures consisted of the following:
|
| March 31, |
|
| June 30, |
| ||
|
| 2022 |
|
| 2021 |
| ||
Convertible notes payable |
| $ |
|
| $ |
| ||
Discount on convertible notes |
|
| ( | ) |
|
| ( | ) |
Convertible notes, net |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Convertible notes payable to ASC Recap |
|
|
|
|
|
| ||
Total |
| $ |
|
| $ |
| ||
The Company had convertible promissory notes aggregating $
In February 2022, the Company entered into three Securities Purchase Agreements with three investors pursuant to which each investor purchased a promissory note, each with a face value of $
On July 22, 2013 and May 6, 2014, the Company issued to ASC Recap LLC (“ASC”) two convertible promissory notes with principal amounts of $
For the nine months ended March 31, 2022, the following summarizes the conversion of debt for common shares:
|
|
|
|
| Amount of |
|
| Amount of |
|
|
|
|
|
|
|
| Conversion |
| ||||||
|
| Shares |
|
| Converted |
|
| Converted |
|
| Conversion |
|
|
|
|
| Price |
| ||||||
Name |
| Issued |
|
| Principal |
|
| Interest |
|
| Expense |
|
| Total |
|
| Per Share |
| ||||||
Labrys Funds |
|
|
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||||
TOTAL |
|
|
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||||
Notes Payable
The Company had promissory notes aggregating $
| 15 |
| Table of Contents |
VISIUM TECHNOLOGIES, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2022
NOTE 7: STOCKHOLDERS’ DEFICIT
Common Stock
At March 31, 2022, the Company had
Issuances of Common Stock During the Nine Months Ended March 31, 2022
Convertible Notes Payable
During the nine months ended March 31, 2022 the Company issued
Stock Based Compensation
During the nine months ended March 31, 2022 the Company issued
During the nine months ended March 31, 2022
Warrant Exercises
During the nine months ended March 31, 2022 the Company issued
Sale of Common Stock
During the nine months ended March 31, 2022 the Company entered into two securities purchase agreement (with a single institutional investor resulting in the raise of $
Commitment Shares
During the nine months ended March 31, 2022 we issued
Preferred Stock
Series A and B issued and outstanding shares of the Company’s convertible preferred stock have a par value of $
Series A Convertible Preferred Stock
The Series A Preferred Stock has a stated value of $
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 $
| 16 |
| Table of Contents |
VISIUM TECHNOLOGIES, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2022
NOTE 7: STOCKHOLDERS’ DEFICIT, continued
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
In July 2021 we issued
In October, 2021 we issued 1,094,890 warrants with a three year life, and a fixed exercise price of $0.0151, and we issued 1,807,229 warrants with a three year life and a fixed exercise price of $0.0091
In October, 2021 we issued 1,094,890 warrants with a three year life, and a fixed exercise price of $0.0151, and we issued 1,807,229 warrants with a three year life and a fixed exercise price of $0.0091
In January 2019 we issued
A summary of the status of the Company’s outstanding common stock warrants as of March 31, 2022 and changes during the fiscal year ending on that date is as follows:
|
| Number of |
|
| Weighted Average |
| ||
|
| Warrants |
|
| Exercise Price |
| ||
Common Stock Warrants |
|
|
|
|
|
| ||
Balance at beginning of year |
|
|
|
| $ |
| ||
Granted |
|
|
|
| $ |
| ||
Exercised |
|
| ( | ) |
|
|
| |
Forfeited |
|
| ( | ) |
|
|
| |
Balance at end of period |
|
|
|
| $ |
| ||
|
|
|
|
|
|
|
|
|
Warrants exercisable at end of period |
|
|
|
| $ |
| ||
|
|
|
|
|
|
|
|
|
Weighted average fair value of warrants granted due to repricing during the period |
|
|
|
|
|
|
| |
The following table summarizes information about common stock warrants outstanding at March 31, 2022:
|
|
| Warrants Outstanding |
|
| Warrants Exercisable |
| |||||||||||||
Range of Exercise Price |
|
| Number Outstanding at March 31, 2022 |
|
| Weighted Average Remaining Contractual Life |
| Weighted Average Exercise Price |
|
| Number Exercisable at March 31, 2022 |
|
| Weighted Average Exercise Price |
| |||||
| $ |
|
|
|
|
|
| $ |
|
|
|
|
| $ |
| ||||||
| $ |
|
|
|
|
|
| $ |
|
|
|
|
| $ |
| ||||||
| $ |
|
|
|
|
|
| $ |
|
|
|
|
| $ |
| ||||||
| $ |
|
|
|
|
|
| $ |
|
|
|
|
| $ |
| ||||||
| $ |
|
|
|
|
|
| $ |
|
|
|
|
| $ |
| ||||||
|
|
|
|
|
|
|
|
| $ |
|
|
|
|
| $ |
| ||||
| 17 |
| Table of Contents |
VISIUM TECHNOLOGIES, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2022
NOTE 8 - STOCK-BASED COMPENSATION
The Company adopted an Incentive Stock Plan on April 18, 2021. This plan is intended to provide incentives which will attract and retain highly competent persons at all levels as employees of the Company, as well as independent contractors providing consulting or advisory services to the Company, by providing them opportunities to acquire the Company’s common stock or to receive monetary payments based on the value of such shares pursuant to Awards issued. While the plan terminates
Under the 2021 Stock Incentive Plan, the Company has issued options to purchase
For the nine months ended March 31, 2022 and 2021, the Company recognized an expense of approximately $
The Company uses a binomial option pricing model to estimate the fair value of its stock option awards and warrant issuances. The calculation of the fair value of the awards using the binomial option-pricing model is affected by the Company’s stock price on the date of grant as well as assumptions regarding the following:
|
| Nine months ended March 31, |
|
| Year ended June 30, | ||
|
| 2022 |
|
| 2021 | ||
Expected volatility |
| % |
| % | |||
Expected term |
|
|
| ||||
Risk-free interest rate |
| % |
| % | |||
Forfeiture Rate |
|
| % |
| % | ||
Expected dividend yield |
|
| % |
| % | ||
The expected volatility was determined with reference to the historical volatility of the Company’s stock. The Company uses historical data to estimate option exercise and employee termination within the valuation model. The expected term of options granted represents the period of time that options granted are expected to be outstanding. The risk-free interest rate for periods within the contractual life of the option is based on the U.S. Treasury rate in effect at the time of grant.
A summary of the status of the Company’s outstanding stock options as of March 31, 2022 and June 30, 2021 and changes during the periods ending on that date is as follows:
|
|
|
|
| Weighted Average |
|
| Grant Date |
|
| Aggregate |
|
| Weighted Average |
| |||||
|
|
|
|
| Exercise |
|
| Fair |
|
| Intrinsic |
|
| Remaining |
| |||||
|
| Shares |
|
| Price |
|
| Value |
|
| Value |
|
| Term (Yrs) |
| |||||
Options |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
At June 30, 2021 |
|
|
|
| $ |
|
| $ | - |
|
| $ |
|
|
|
| ||||
Granted |
|
| - |
|
|
|
|
|
| - |
|
|
| - |
|
|
|
| ||
Exercised |
|
| - |
|
| . |
|
|
| - |
|
|
| - |
|
|
|
| ||
Forfeiture and cancelled |
|
| ( | ) |
|
|
|
|
|
|
|
|
| - |
|
|
|
| ||
At March 31, 2022 |
|
|
|
| $ |
|
| $ | - |
|
| $ |
|
|
|
| ||||
| 18 |
| Table of Contents |
VISIUM TECHNOLOGIES, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2022
NOTE 8 - STOCK-BASED COMPENSATION, continued
The following table summarizes information about employee stock options outstanding at March 31, 2022:
|
|
| Outstanding Options |
|
| Vested Options |
| |||||||||||||||||||
|
|
| Number |
|
|
|
|
|
| Number |
|
|
|
|
| |||||||||||
|
|
| Outstanding |
|
| Weighted |
|
| Weighted |
|
| Exercisable |
|
| Weighted |
|
| Weighted |
| |||||||
|
|
| at |
|
| Averaged |
|
| Averaged |
|
| at |
|
| Averaged |
|
| Averaged |
| |||||||
|
|
| March 31, |
|
| Remaining |
|
| Exercise |
|
| March 31, |
|
| Exercise |
|
| Remaining |
| |||||||
Range of Exercise Price |
|
| 2022 |
|
| Life |
|
| Price |
|
| 2022 |
|
| Price |
|
| Life |
| |||||||
| $0.02 |
|
|
|
|
|
|
|
| $ |
|
|
|
|
| $ |
|
|
|
| |||||||
Outstanding options |
|
|
|
|
|
|
|
| $ |
|
|
|
|
| $ |
|
|
|
| |||||||
As of March 31, 2022, the Company had approximately $
Restricted Stock Awards
Restricted stock awards are awards of common stock that are subject to restrictions on transfer and to a risk of forfeiture if the holder leaves the Company before the restrictions lapse. 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, 2022 is presented in the following table:
|
| For the Nine Months ended |
| |||||
|
| March 31, 2022 |
| |||||
|
|
|
| Weighted |
| |||
|
|
|
| Average |
| |||
|
|
|
| Grant Date |
| |||
|
| Shares |
|
| Fair Value |
| ||
Unvested at beginning of period |
|
|
|
| $ |
| ||
Granted |
|
|
|
| $ |
| ||
Forfeited |
|
| ( | ) |
| $ |
| |
Vested |
|
| ( | ) |
| $ |
| |
Unvested at end of period |
|
|
|
| $ |
| ||
Unrecognized compensation expense related to outstanding restricted stock awards to employees and directors as of March 31, 2022 was $
| 19 |
| Table of Contents |
VISIUM TECHNOLOGIES, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2022
NOTE 9: RELATED PARTY TRANSACTIONS
Equity transactions with related parties are described in Note 7.
From time to time we have borrowed operating funds from Mr. Mark Lucky, our Chief Executive Officer and from certain Directors, for working capital. The advances were payable upon demand and were interest free. At March 31, 2022 there was $
NOTE 10: COMMITMENTS AND CONTINGENCIES
Operating Leases
The Company operates virtually, with no office space rented. The Company has no future minimum annual payments under non-cancelable operating leases at March 31, 2022.
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, 2022, 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 George Mason University and The MITRE Corporation include
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 the Company's favor, dismissing the involuntary bankruptcy petition and allowing the Company 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.
Litigation Settlement
On May 9, 2022 the company entered into a global settlement agreement to satisfy any and all claims with i) Tarpon Bay Partners LLC, (ii) J.P. Carey Enterprises Inc., and (iii) Anvil Financial Mgmt LLC to resolve all litigation amongst the parties. The terms of the agreement included J.P. Carey Enterprises Inc. and Anvil Financial Mgmt LLC receiving
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.
| 20 |
| Table of Contents |
VISIUM TECHNOLOGIES, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2022
NOTE 11 – FAIR VALUE MEASUREMENT
Fair value measurements
At March 31, 2022 and June 30, 2021, the fair value of derivative liabilities is estimated using the Cox, Ross & Rubinstein Binomial Tree valuation model using inputs that include the expected volatility, the implied risk-free interest rate, as well as the expected dividend rate. The derivative liabilities are the only Level 3 fair value measures.
At March 31, 2022 the estimated fair values of the liabilities measured on a recurring basis are as follows:
|
| Fair Value Measurements at |
| |||||||||
|
| March 31, 2022: |
| |||||||||
|
| (Level 1) |
|
| (Level 2) |
|
| (Level 3) |
| |||
Derivative liability – Convertible notes |
| $ |
|
| $ |
|
| $ |
| |||
Derivative liability – Warrants |
|
|
|
|
|
|
|
|
| |||
Total derivative liability |
| $ |
|
| $ |
|
| $ |
| |||
NOTE 12: SUBSEQUENT EVENTS
In April, 2022, the Company entered into a Securities Purchase Agreement with Mast Hill Fund, L.P., a Delaware limited partnership, pursuant to which the investor purchased a promissory note with a face value of $
In April 2022, our consultants vested
In April 2022, our directors vested
On May 9, 2022 the company entered into a global settlement agreement to satisfy any and all claims with i) Tarpon Bay Partners LLC, (ii) J.P. Carey Enterprises Inc., and (iii) Anvil Financial Mgmt LLC to resolve all litigation amongst the parties. The terms of the agreement included J.P. Carey Enterprises Inc. and Anvil Financial Mgmt LLC receiving
| 21 |
| Table of Contents |
ITEM 2. Management’s Discussion and Analysis and Results of Operations
The following discussion of our financial condition and results of operations should be read in conjunction with the financial statements and related notes included elsewhere in this report. Certain statements in this discussion and elsewhere in this report constitute forward-looking statements. See ‘‘Cautionary Statement Regarding Forward Looking Information’’ elsewhere in this report. Because this discussion involves risk and uncertainties, our actual results may differ materially from those anticipated in these forward-looking statements.
Overview
Visium Technologies, Inc. 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 governments 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.
Employees
At May 13, 2022, we had 8 full time employees.
Our principal offices are located at 4094 Majestic Lane, Suite 360, Fairfax, Virginia 22033. Our telephone number is (703) 273-0383.
Our common stock is quoted on the OTC Pink under the symbol “VISM”.
| 22 |
| Table of Contents |
VISIUM TECHNOLOGIES, INC.
RESULTS OF OPERATIONS
Three and Nine Month Periods Ended March 31, 2022 and 2021
|
| Three Months Ended |
|
| Nine Months Ended |
| ||||||||||
|
| March 31, |
|
| March 31, |
| ||||||||||
|
| 2022 |
|
| 2021 |
|
| 2022 |
|
| 2021 |
| ||||
Net revenues |
| $ | - |
|
| $ | 25,000 |
|
| $ | - |
|
| $ | 25,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling, general and administrative |
| $ | 1,296,611 |
|
| $ | 2,736,524 |
|
| $ | 3,761,236 |
|
| $ | 3,098,235 |
|
Development expense |
|
| 78,289 |
|
|
| 37,206 |
|
|
| 274,614 |
|
|
| 143,200 |
|
Total Operating Expenses |
|
| 1,374,900 |
|
|
| 2,773,730 |
|
|
| 4,035,850 |
|
|
| 3,241,435 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from Operations |
|
| (1,374,900 | ) |
|
| (2,748,730 | ) |
|
| (4,035,850 | ) |
|
| (3,216,435 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income (expenses): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gain (loss) on change in fair value of derivative liabilities |
|
| (76,707 | ) |
|
| 1,405,081 |
|
|
| (20,362 | ) |
|
| 855,587 |
|
Derivative liability expense |
|
| - |
|
|
| (1,059,282 | ) |
|
|
|
|
|
| (1,059,282 | ) |
Warrant exercise expense |
|
| - |
|
|
| - |
|
|
| - |
|
|
| (211,411 | ) |
Gain (loss) on extinguishment of debt |
|
| - |
|
|
| 28,863 |
|
|
| - |
|
|
| (180,001 | ) |
Interest expense |
|
| (52,587 | ) |
|
| (171,575 | ) |
|
| (554,262 | ) |
|
| (247,579 | ) |
Total other income (expenses) |
|
| (129,294 | ) |
|
| (203,087 | ) |
|
| (574,624 | ) |
|
| (842,686 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss |
| $ | (1,504,194 | ) |
| $ | (2,545,643 | ) |
| $ | (4,610,474 | ) |
| $ | (4,059,121 | ) |
Selling, General, and Administrative Expenses
Nine Month Period Ended March 31, 2022
For the nine months ended March 31, 2022, selling, general and administrative expenses were $3,761,236 as compared to $3,098,235 for the nine months ended March 31, 2021. For the nine month periods ended March 31, 2022 and 2021 selling, general and administrative expenses consisted of the following:
|
| Nine Months Ended |
| |||||
|
| March 31, |
| |||||
|
| 2022 |
|
| 2021 |
| ||
Accounting expense |
| $ | 50,866 |
|
| $ | 42,488 |
|
Consulting fees |
|
| 24,575 |
|
|
| 49,900 |
|
Salaries |
|
| 722,283 |
|
|
| 261,500 |
|
Legal and professional fees |
|
| 381,333 |
|
|
| 113,274 |
|
Travel expense |
|
| 34 |
|
|
| 1,086 |
|
Occupancy expense |
|
| 582 |
|
|
| 184 |
|
Telephone expense |
|
| 3,070 |
|
|
| 2,700 |
|
Marketing expense |
|
| 203,527 |
|
|
| 763 |
|
Website expense |
|
| 23,425 |
|
|
| 4,554 |
|
Investor relations expense |
|
| - |
|
|
| 10,000 |
|
Stock based consulting expense |
|
| 1,196,704 |
|
|
| 125,750 |
|
Stock based compensation expense |
|
| 1,094,900 |
|
|
| 2,464,000 |
|
Other |
|
| 59,937 |
|
|
| 22,040 |
|
|
| $ | 3,761,236 |
|
| $ | 3,098,235 |
|
The increase in selling, general and administrative expenses of $656,414 during fiscal 2022, when compared with the prior year, is primarily due to an increase in salaries of $460,824, higher legal and professional fees of $268,055, higher marketing expense of $202,665, and higher website expense of $18,871, offset by lower overall stock-based compensation of $298,146, lower consulting expense of $29,750, and lower investor relations expense of $10,000.
We believe that our selling, general, and administrative expenses will decline over the rest of the current fiscal year due to lower stock based compensation expense, offset by increased expenses related to an increase our business activity over the remainder of fiscal 2022.
| 23 |
| Table of Contents |
Development Expense
|
| Nine-Months Ended |
|
|
| |||||||
|
| March 31, |
|
| % |
| ||||||
|
| 2022 |
|
| 2021 |
|
| Change |
| |||
Development expense |
| $ | 274,614 |
|
| $ | 143,200 |
|
|
| 79.7 | % |
Development expense represents the expense to further enhance and commercialize CyGraph. We believe that we will incur an additional $50,000 of development expense during the remainder of fiscal 2022.
Change in Fair Value of Derivative Liabilities
|
| Nine-Months Ended |
|
| |||||||
|
| March 31, |
|
| % | ||||||
|
| 2022 |
|
| 2021 |
|
| Change | |||
Gain (loss) on change in fair value of derivative liabilities |
| $ | (20,362 | ) |
| $ | 855,587 |
|
| (102.4 | %) |
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, |
|
| % |
| ||||||
|
| 2022 |
|
| 2021 |
|
| Change |
| |||
Interest expense |
| $ | 554,262 |
|
| $ | 247,579 |
|
|
| 123.9 | % |
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, 2022 due to lower debt discount amortization as compared to the prior year period.
Warrant exercise expense
|
| Nine-Months Ended |
|
|
|
| ||||||
|
| March 31, |
|
| % |
| ||||||
|
| 2022 |
|
| 2021 |
|
| Change |
| |||
Warrant exercise expense |
| $ | - |
|
| $ | (211,411 | ) |
|
| N/A |
|
| 24 |
| Table of Contents |
Three Month Period Ended March 31, 2022
For the three months ended March 31, 2022, selling, general and administrative expenses were $1,296,611 as compared to $2,736,524 for the three months ended March 31, 2021. For the three months ended March 31, 2022 and 2021 selling, general and administrative expenses consisted of the following:
|
| Three Months Ended |
| |||||
|
| March 31, |
| |||||
|
| 2022 |
|
| 2021 |
| ||
Accounting expense |
| $ | 14,821 |
|
| $ | 2,500 |
|
Consulting fees |
|
| 15,725 |
|
|
| 39,900 |
|
Salaries |
|
| 285,138 |
|
|
| 93,500 |
|
Legal and professional fees |
|
| 103,303 |
|
|
| 77,214 |
|
Travel expense |
|
| - |
|
|
| - |
|
Occupancy expense |
|
| 204 |
|
|
| 169 |
|
Telephone expense |
|
| 969 |
|
|
| 900 |
|
Marketing expense |
|
| 200,148 |
|
|
| 263 |
|
Website expense |
|
| 3,929 |
|
|
| 2,991 |
|
Investor relations expense |
|
| - |
|
|
| - |
|
Stock based consulting expense |
|
| 410,324 |
|
|
| 86,750 |
|
Stock based compensation expense |
|
| 252,900 |
|
|
| 2,419,000 |
|
Other |
|
| 9,151 |
|
|
| 13,337 |
|
|
| $ | 1,296,611 |
|
| $ | 2,736,524 |
|
The decrease in selling, general and administrative expenses of $1,451,282 during the fiscal quarter ended March 31, 2022, when compared with the prior year period is primarily due to a decrease in stock-based compensation of $2,166,100, and a decrease in consulting expense of $28,600 offset by higher salaries expense of $191,679, higher legal and professional fees of $26,085, higher accounting expense of $12,022, and higher marketing expense of $199,786.
Development Expense
|
| Three-Months Ended |
|
|
| |||||||
|
| March 31, |
|
| % |
| ||||||
|
| 2022 |
|
| 2021 |
|
| Change |
| |||
Development expense |
| $ | 78,289 |
|
| $ | 37,206 |
|
|
| 681 | % |
Change in Fair Value of Derivative Liabilities
|
| Three-Months Ended |
|
|
| |||||||
|
| March 31, |
|
| % |
| ||||||
|
| 2022 |
|
| 2021 |
|
| Change |
| |||
Gain (loss) on change in fair value of derivative liabilities |
| $ | (76,707 | ) |
| $ | 1,405,081 |
|
|
| (106 | )% |
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
|
| Three-Months Ended |
|
|
|
| ||||||
|
| March 31, |
|
| % |
| ||||||
|
| 2022 |
|
| 2021 |
|
| Change |
| |||
Interest expense |
| $ | 52,587 |
|
| $ | 171,575 |
|
|
| (48.1 | )% |
Interest expense represents stated interest of notes and convertible notes payable as well as amortization of debt discount. Interest expense is lower for the three months ended March 31, 2022 due to lower principal balances and lower debt discount amortization as compared to the prior year period.
Liquidity and Capital Resources
|
| Balance at |
| |||||
|
| March 31, 2022 |
|
| June 30, 2021 |
| ||
Cash |
| $ | 352,594 |
|
| $ | 125,166 |
|
Accounts payable and accrued expenses |
|
| (460,895 | ) |
|
| (425,804 | ) |
Accrued compensation |
|
| (677,794 | ) |
|
| (672,529 | ) |
Notes, convertible notes, and accrued interest payable |
| $ | (1,671,289 | ) |
| $ | (1,735,057 | ) |
We do not have any material commitments for capital expenditures.
| 25 |
| Table of Contents |
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, 2022. 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 $1,742,572 and $603,109 during the nine-month periods ended March 31, 2022 and 2021, respectively, and has a working capital deficit of approximately $2.4 million and $2.8 million at March 31, 2022 and June 30, 2021, 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.
Nine Months ended March 31, 2022
Net cash used in operations during the nine months ended March 31, 2022 increased by approximately $1,139,463 or 189% from the same period during fiscal year 2021. The increase in cash used in operations is primarily due to the increase in product development expenses, cash paid for legal and professional fees , and consulting and business development expense. This cash was obtained through the sale of common stock that netted the Company $1,500,000, and the sale of three convertible notes totaling $810,000.
Nine Months ended March 31, 2021
Net cash used in operations during the nine months ended March 31, 2021 increased by approximately $80,000 or 81% 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 four promissory notes that netted the Company $360,000.
Capital Raising Transactions
Sale of Common Stock
We generated net proceeds of $1,500,000 from the sale of 300,000,000 shares of common stock at a per share price of $0.005 during the nine-month period ended March 31, 2022.
We generated proceeds of $870,000 from the sale of three convertible notes. Pursuant to this transaction, the Company issued 81,000,000 commitment shares of our $0.0001 par value common stock, valued at $210,600, or $0.0026 per share.
Other outstanding obligations at March 31, 2022
Convertible Notes Payable
The Company had convertible promissory notes aggregating $930,031 outstanding at March 31, 2022. The accrued interest amounted to approximately $170,000 as of March 31, 2022. 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 $0.0019 and $22,500 per share, at the holders’ option. At March 31, 2022, all convertible promissory notes have matured and are in default.
| 26 |
| Table of Contents |
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 $205,000 at March 31, 2022. The related accrued interest amounted to approximately $199,000 at March 31, 2022. 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, 2022.
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, 2022. 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, 2022, 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, 2022.
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, 2022, 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.
| 27 |
| Table of Contents |
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
With the exception of the item described below, at March 31, 2022 the Company is not the subject of, or party to, any pending or threatened, legal actions.
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 the Company's favor, dismissing the involuntary bankruptcy petition and allowing the Company 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.
On May 9, 2022 the company entered into a global settlement agreement to satisfy any and all claims with i) Tarpon Bay Partners LLC, (ii) J.P. Carey Enterprises Inc., and (iii) Anvil Financial Mgmt LLC to resolve all litigation amongst the parties. The terms of the agreement included J.P. Carey Enterprises Inc. and Anvil Financial Mgmt LLC receiving sixty million shares of the Company's $0.0001 par value common stock, valued at $108,000, or $0.0018 per share. The agreement also calls for the retirement of the notes payable to Tarpon Bay Partners LLC (ASC Recap) in the amount of $147,965.
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.
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 13, 2021, 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.
| 28 |
| Table of Contents |
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
During the nine months ended March 31, 2022 the Company issued 198,046,241 shares of its common stock related to the conversion of $828,797 of principal and accrued interest of its convertible notes payable, at an average contract conversion price of $0.0042 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 nine months ended March 31, 2022 the Company issued 111,000,000 shares of its $0.0001 par value common stock to its officers and directors. The shares were valued at $1,059,400, or $0.0095 per share.
During the nine months ended March 31, 2022 the Company issued 162,166,663 shares of its $0.0001 par value common stock to five consultants, as compensation under five separate consulting agreements. The shares were valued at $1,110,633, or $0.007 per share.
During the nine months ended March 31, 2022 the Company sold 300,000,000 shares of its $0.0001 par value common stock in exchange for $1,500,000. The stock was sold at an average share price of $0.005.
During the nine months ended March 31, 2022 the Company issued 6,587,229 shares of its $0.0001 par value common stock pursuant to the cashless exercise of a common stock warrant.
During the nine months ended March 31, 202 we issued 81,000,000 shares of its common stock as commitment shares related to three financing transactions that raised an aggregate $810,000.
Item 3. Defaults Upon Senior Securities.
None
Item 4. Mine Safety Disclosures.
Not applicable to our operations.
Item 5. Other Information.
None
Item 6. Exhibits
* | Filed herewith. |
| 29 |
| Table of Contents |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| VISIUM TECHNOLOGIES, INC. |
| |
|
|
|
|
| By: | /S/ Mark B. Lucky |
|
May 13, 2022 |
| Mark B. Lucky |
|
|
| CEO, principal executive officer |
|
|
|
|
|
| By: | /S/ Mark Lucky |
|
May 13, 2022 |
| Mark Lucky |
|
|
| CFO, principal accounting officer |
|
| 30 |