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 January 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".






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                           VISIUM TECHNOLOGIES, INC.

                             RESULTS OF OPERATIONS


Three and Six Month Periods Ended December 31, 2021 and 2020





                                    Three Months Ended                 Six Months Ended
                                       December 31,                      December 31,
                                   2021             2020             2021             2020
Operating expenses:
Selling, general and
administrative                 $  1,264,592     $    168,511     $  2,464,629     $    361,707
Development expense                  85,912           10,994          196,325          105,994
Total Operating Expenses          1,350,504          179,505        2,660,954          467,701

Loss from Operations             (1,350,504 )       (179,505 )     (2,660,954 )       (467,701 )

Other income (expenses):
Gain (loss) on change in
fair value of derivative
liabilities                          75,253         (673,826           56,345         (549,494
Warrant exercise expense                  -         (211,411                -         (211,411
Gain (loss) on
extinguishment of debt                    -          (53,963 )              -         (208,864 )
Interest expense                    (15,211 )        (49,096 )       (501,675 )        (76,004 )
Total other income
(expenses)                           60,042         (988,296 )       (445,330 )     (1,045,773

Net loss                       $ (1,290,462 )   $ (1,167,801 )   $ (3,106,284 )   $ (1,513,474 )

Selling, General, and Administrative Expenses

Six Month Period Ended December 31, 2021

For the six months ended December 31, 2021, selling, general and administrative expenses were $2,464,629 as compared to $361,707 for the six months ended December 31, 2020. For the six month periods ended December 31, 2021 and 2020 selling, general and administrative expenses consisted of the following:





                                       Six Months Ended
                                         December 31,
                                      2021           2020
Accounting expense                 $    36,045     $  39,988
Consulting fees                          8,850        10,000
Salaries                               437,145       168,000
Legal and professional fees            278,030        36,060
Travel expense                              34         1,086
Occupancy expense                          378            15
Telephone expense                        2,102         1,800
Marketing expense                        3,379           500
Website expense                         19,496         1,563
Investor relations expense                   -        10,000

Stock based consulting expense 786,380 39,000 Stock based compensation expense 842,000 45,000 Other

                                   50,790         8,695
                                   $ 2,464,629     $ 361,707

The increase in selling, general and administrative expenses of $2,102,914 during fiscal 2022, when compared with the prior year, is primarily due to an increase in stock-based compensation of $1,544,380, higher legal and professional fees of $241,970, higher salaries expense of $269,145, and higher website expense of $17,933, offset by lower consulting fees of $1,150, lower accounting expense of $3,943, 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.






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Development Expense



                         Six-Months Ended
                           December 31,              %
                        2021          2020        Change
Development expense   $ 196,325     $ 105,994          85 %



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





                                                         Six-Months Ended
                                                           December 31,              %
                                                       2021           2020        Change
Gain (loss) on change in fair value of derivative                                 (487%)
liabilities                                          $  56,345     $ (549,494 )

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.






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Interest Expense



                      Six-Months Ended
                        December 31,             %
                     2021          2020       Change
Interest expense   $ 501,675     $ 76,004       1,708 %



Interest expense represents stated interest of notes and convertible notes payable as well as amortization of debt discount. Interest expense is lower for the six months ended December 31, 2021 due to lower debt discount amortization as compared to the prior year period.





Warrant exercise expense



                             Six-Months Ended
                               December 31,             %
                           2021          2020         Change

Warrant exercise expense   $   -      $ (211,411 )        N/A



The loss on settlement of debt is related to the difference between the conversion price used when convertible notes are converted into common and the share price on the date of the conversion.

Three Month Period Ended December 31, 2021

For the three months ended December 31, 2021, selling, general and administrative expenses were $168,511 as compared to $215,706 for the three months ended December 31, 2020. For the three months ended December 31, 2021 and 2020 selling, general and administrative expenses consisted of the following:





                                      Three Months Ended
                                         December 31,
                                      2021           2020
Accounting expense                 $    12,974     $  17,038
Consulting fees                          1,350        10,000
Salaries                               278,161        84,000
Legal and professional fees             10,500        25,560
Travel expense                              34         1,086
Occupancy expense                         (189 )          15
Telephone expense                          953           900
Marketing expense                        2,223           500
Website expense                         12,998           912
Investor relations expense                   -        10,000

Stock based consulting expense 419,107 12,000 Stock based compensation expense 497,000

             -
Other                                   29,481         6,500
                                   $ 1,264,592     $ 168,511

The increase in selling, general and administrative expenses of $1,096,081 during the fiscal quarter ended December 31, 2021, when compared with the prior year period is primarily due to an increase in stock-based compensation of $904,107, and higher salaries expense of $194,161, offset by lower legal and professional fees of $15,060, lower accounting expense of $4,064, and lower consulting fees of $8,650.





Development Expense



                        Three-Months Ended
                           December 31,              %
                         2021          2020        Change

Development expense $ 85,912 $ 10,994 681 %

Change in Fair Value of Derivative Liabilities





                                                     Three-Months Ended
                                                        December 31,               %
                                                    2021           2020          Change
Gain (loss) on change in fair value of
derivative liabilities                            $  75,253     $ (673,826 )         (111 )%



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.






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Interest Expense



                     Three-Months Ended
                        December 31,              %
                      2021          2020       Change
Interest expense   $   15,211     $ 49,096          69 )%



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 December 31, 2021 due to lower principal balances and lower debt discount amortization as compared to the prior year period.

Liquidity and Capital Resources





                                                                  Balance at
                                                        December 31,        June 30,
                                                            2021              2021
Cash                                                    $     361,560     $    125,166
Accounts payable and accrued expenses                        (576,153 )       (425,804 )
Accrued compensation                                         (682,529 )       (672,529 )
Notes, convertible notes, and accrued interest
payable                                                 $  (1,039,304 )   $ (1,735,057 )

We do not have any material commitments for capital expenditures.

The objective of liquidity management is to ensure that we have ready access to sufficient funds to meet commitments and effectively implement our growth strategy. Our primary sources are financing activities such as the issuance of notes payable and convertible notes payable. In the past, we have mostly relied on debt and equity financing to provide for our operating needs.

We cannot ascertain that we have sufficient funds from operations to fund our ongoing operating requirements through June 30, 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 $923,606 and $178,917 during the six-month periods ended December 31, 2021 and 2020, respectively, and has a working capital deficit of approximately $2.0 million and $2.8 million at December 31, 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 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.






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Six months ended December 31, 2021

Net cash used in operations during the six months ended December 31, 2021 increased by approximately $744,688 or 416% from the same period during fiscal year 2020. 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.

Six months ended December 31, 2020

Net cash used in operations during the six months ended December 31, 2020 increased by approximately $80,000 or 81% from the same period during fiscal year 2019. 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 six-month period ended December 31, 2021.

Other outstanding obligations at December 31, 2021





Convertible Notes Payable


The Company had convertible promissory notes aggregating $317,431 outstanding at December 31, 2021. The accrued interest amounted to approximately $170,000 as of December 31, 2021. The Convertible Notes Payable bear interest at rates ranging between 0% and 18% per annum. Interest is generally payable monthly. The Convertible Notes Payable are generally convertible at rates ranging between $0.0019 and $22,500 per share, at the holders' option. At December 31, 2021, all convertible promissory notes have matured and are in default.

Convertible notes payable to ASC Recap LLC

On July 22, 2013 and May 6, 2014, the Company issued to ASC Recap LLC ("ASC") two convertible promissory notes with principal amounts of $25,000 and $125,000, respectively. These two notes were issued as a fee for services under a 3(a)10 transaction that was never consummated and therefore there was no performance by ASC to earn the notes. As a result, while the Company continues to carry the balance of these notes on its balance sheet, it does not believe the notes payable balances are owed. The July 22, 2013 note matured on March 31, 2014 and a balance of $22,965 remains unpaid. The May 6, 2014 note matured on May 6, 2016 and remains unpaid. The notes are convertible into the common stock of the Company at any time at a conversion price equal to 50% of the lowest closing bid price of our common stock for the twenty days prior to conversion.





Notes Payable


The Company had promissory notes aggregating $205,000 at December 31, 2021. The related accrued interest amounted to approximately $199,000 at December 31, 2021. The Notes Payable bear interest at rates ranging between 8% and 16% per annum. Interest is generally payable monthly. All promissory notes have matured as of December 31, 2021.






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Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

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