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. was incorporated in Nevada as Jaguar Investments, Inc. during October 1987. During March 2003, a wholly owned subsidiary of the Company merged with Freight Rate, Inc., a development stage company in the logistics software business. During May 2003, the Company changed its name to Power2Ship, Inc. During October 2006, the Company merged with a newly formed, wholly owned subsidiary, Fittipaldi Logistics, Inc., a Nevada corporation, with the Company surviving but its name changed to Fittipaldi Logistics, Inc. effective November 2006. During December 2007, the Company merged with a newly formed, wholly owned subsidiary, NuState Energy Holdings, Inc., a Nevada corporation, with the Company surviving but renamed NuState Energy Holdings, Inc. effective December 2007. In March 2018, the Company brought in a new management team and changed its name to Visium Technologies, Inc.

Visium is a provider of cyber security visualization, big data analytics, and automation that 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 is a military-grade highly scalable big data analytics tool for Cybersecurity, based on graph database technology. The development of the technology was sponsored by, and is currently in use by US Army Cyber Command. CyGraph provides advanced analytics for cybersecurity situational awareness that is scalable, flexible, and comprehensive. Visium has completed significant proprietary product development efforts to commercialize CyGraph whch the Company as rebranded as TruContext.

Plan of Operation Visium operates in the traditional cyber security space, and provides solutions, tools and services related to Security information and event management (SIEM). Our TruContext technology provides visualization, advanced cyber monitoring intelligence, data modeling, analytics and automation to help reduce risk, simplify cyber security and deliver better security outcomes. Visium currently plans to generate revenue in three primary ways -



?   through a virtual appliance model, primarily targeted to the Federal
    government, charging a seat license
?   through a SaaS model, charging a recurring monthly license fee for
    TruContext; and
?   through professional services to support and deliver cybersecurity solutions
    and services to its customers


The Company has developed integration partnerships with larger established technology companies and is using these partnerships as part of its go-to-market strategy. In addition, the Company has partnered with value-added resellers that sell to the federal government and commercial markets. The Company is focused on digital risk management, cybersecurity solutions, and technology services for network physical security, the Cloud, and mobility solutions. We solve mission-critical problems.

Employees

As of September 30, 2021, we had eight (8) full time employees.

Third-Party Service Providers

We are heavily reliant on our technology and infrastructure to provide our products and services to our customers. For example, we host many of our products using third-party data center facilities, and we do not control the operation of these facilities. In addition, we rely on certain technology that we license from third parties, including third-party commercial software and open source software, which is used with certain of our solutions.

Governmental Regulation

We collect, use, store or disclose an increasingly high volume, variety, and velocity of personal information, including from employees and customers, in connection with the operation of our business. The personal information we process is subject to an increasing number of federal, state, local, and foreign laws regarding privacy and data security.




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Competition

The markets for our solutions are highly competitive, and we expect both the requirements and pricing competition to increase, particularly given the increasingly sophisticated attacks, changing customer preferences and requirements, current economic pressures, and market consolidation. Competitive pressures in these markets may result in price reductions, reduced margins, loss of market share and inability to gain market share, and a decline in sales, any one of which could seriously impact our business, financial condition, results of operations, and cash flows. We may face competition due to changes in the manner that organizations utilize IT assets and the security solutions applied to them, such as the provision of privileged account security functionalities as part of public cloud providers' infrastructure offerings, or cloud-based identity management solutions. Limited IT budgets may also result in competition with providers of other advanced threat protection solutions such as McAfee, LLC, Palo Alto Networks, Splunk Inc., and NortonLifeLock, Inc. (formerly known as Symantec Corporation acquired by Broadcom Inc.). We also may compete, to a certain extent, with vendors that offer products or services in adjacent or complementary markets to privileged access management, including identity management vendors and cloud platform providers such as Amazon Web Services, Google Cloud Platform, and Microsoft Azure.

Available Information

All reports of the Company filed with the SEC are available free of charge through the SEC's website at www.sec.gov. In addition, the public may read and copy materials filed by the Company at the SEC's Public Reference Room located at 100 F Street, N.E., Washington, D.C. 20549. The public may also obtain additional information on the operation of the Public Reference Room by calling the Commission at 1-800-SEC-0330.

Our principal offices are located at 4094 Majestic Lane, Suite 360, Fairfax, Virginia 22033. Our telephone number is (703) 273-0383.

Our common stock is quoted on the OTC Pink under the symbol "VISM".

VISIUM TECHNOLOGIES, INC.
                             RESULTS OF OPERATIONS

Discussion of Results for Three Month Period Ended September 30, 2021 and 2020



                                                                  Increase/        Increase/
                                 Three-month period ended         (Decrease)      (Decrease)
                                       September 30,              in $ 2021        in % 2021
                                    2021             2020          vs 2020          vs 2020
Operating expenses:
Selling, general and
administrative                 $    1,200,030     $  193,196     $  1,024,335           530.2 %
Development expense                   110,413         95,000           15,413            16.2 %
Total operating expenses            1,310,443        288,196        1,039,748           360.8 %

Operating loss                     (1,310,443 )     (288,196 )      1,039,748           360.8 %

Other expense:
Gain (loss) on change in
fair value of derivative
liabilities                           (18,908 )      124,332         (143,240 )        (115.2 )%
Loss on extinguishment of
debt                                        -       (154,901 )       (114,487 )         100.0 %
Interest expense                     (486,464 )      (26,908 )       (459,556 )       1,707.9 %
                                     (505,372 )      (57,477         (447,895 )        (779.3 )%

Net loss                       $   (1,815,815 )     (345,673 )   $ (1,487,643 )         430.4 %




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Selling, General, and Administrative Expenses

For the three months ended September 30, 2021, selling, general and administrative expenses were $1,200,030as compared to $193,196 for the three months ended September 30, 2020, an increase of $1,024,335 or approximately 530%. For the three months ended September 30, 2021 and 2020 selling, general and administrative expenses consisted of the following:



                                    Three Months Ended
                                       September 30,            Increase/
                                    2021           2020         Decrease       % Change
Accounting expense               $    23,071     $  22,950     $       121           0.5 %
Consulting fees                        7,500             -           7,500         100.0 %
Salaries                             158,981        84,000          74,981          89.3 %
Legal and professional fees          267,530        10,500         257,030       2,447.9 %
Occupancy expense                        567             -             567         100.0 %
Telephone expense                      1,149           900             249          27.7 %
Website expense                        6,498           651           5,847         898.2 %
Marketing Expense                      1,156             -           1,156         100.0 %
Stock based consulting expense       367,273        27,000         340,273       1,260.3 %
Stock based compensation             345,000        45,000         300,000       1,185.0 %
Other                                 21,305         2,195          19,110         870.6 %
                                 $ 1,200,030     $ 193,196     $ 1,006,834         521.1 %


The increase in selling, general and administrative expenses during fiscal Q1 of 2021, when compared with the prior year, is primarily due to an increase in stock-based consulting expense of $340,273, stock-based compensation expense of $300,000, legal and professional expenses of $257,030, higher salaries expense of $68,030.

We believe that our selling, general, and administrative expenses will decrease as the stock based consulting and compensation expenses and legal and professional expenses are not recurring expenses. Other expenses may increase as we increase our business activity over the remainder of fiscal 2022.



Development Expense

                        Three-Months Ended
                           September 30,             %
                         2021          2020       Change
Development expense   $  110,413     $ 95,000        16.2 %


Development expense represents the expense of further enhancing and commercializing CyGraph. We believe that our development expense will continue at a lower expense rate for the remainder of fiscal 2021.

Interest Expense



                     Three-Months Ended
                        September 30,              %
                      2021          2020        Change
Interest expense   $  486,464     $ 26,908     $ 1,707.9 %


Interest expense represents stated interest of notes and convertible notes payable, along with the amortization of debt discount. The increase in interest expense during the three-month period ended September 30, 2021 is primarily due to the acceleration of interest expense related to the repayment of outstanding notes payable held by Labrys Fund, LP. In addition, there was an increase in discount amortization expense primarily related to the repayment outstanding notes payable of $410,922.

Liquidity and Capital Resources



                                                                 Balance at
                                                        September 30,       June 30,
                                                            2021              2021
Cash                                                   $       999,769     $   125,166
Accounts payable and accrued expenses                          443,032         425,804
Accrued compensation                                           732,529         672,529
Notes, convertible notes, and accrued interest
payable                                                $     1,268,523     $ 1,753,057

At September 30, 2021 and June 30, 2021, our total assets consisted of cash and prepaid expenses.

We do not have any material commitments for capital expenditures.




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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 approximately $22,815 and $19,110 during the thee-month periods ended September 30, 2021 and 2020, respectively, and has a working capital deficit of approximately $3.4 million and $3.4 million at September 30, 2021 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 targets. The outcome of these matters cannot be predicted at this time and there are no assurances that if achieved, the Company will have sufficient funds to execute its business plan or generate positive operating results.

Three months ended September 30, 2021

Net cash used in operations during the three months ended September 30, 2021 increased by $487,580 or 2,137% over the same period during fiscal year 2020.

Capital Raising Transactions

In September 2021 the Company entered into two securities purchase agreements (the "Purchase Agreements") with a single institutional investor (the "Purchaser") resulting in the raise of $1,500,000 in gross proceeds to the Company. Pursuant to the terms of the Purchase Agreements, the Company agreed to sell, in a registered director offering, an aggregate of 300,000,000 shares (the "Shares") of the Company's common stock, par value $0.0001 per share (the "Common Stock") at a purchase price of $0.005 per Share (the "Offering"). The Offerings closed on September 15, 2021 and September 27, 2021, respectively.

Other outstanding obligations at September 30, 2021

Convertible Notes Payable

The Company had convertible promissory notes aggregating $317,431 outstanding at September 30, 2021. The accrued interest amounted to approximately $163,168 as of September 30, 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 $0.00483 and $22,500 per share, at the holders' option. At September 30, 2021, approximately $317,000 of the promissory notes have matured.

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.




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Notes Payable

The Company had promissory notes aggregating $430,000 at September 30, 2021. The related accrued interest amounted to approximately $213,000 at September 30, 2021. The Notes Payable bear interest at a rate of 16% per annum. Interest is payable monthly. All promissory notes have matured as of September 30, 2021.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

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