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.

Key Corporate Developments for the Quarter Ended December 31, 2020

Securities Purchase Agreement and Promissory Notes

On October 21, 2020, we entered into a securities purchase agreement (the "SPA") with two individual investors (the "Investors") pursuant to which the Company issued to each Investor an 8% Unsecured Promissory Note, (collectively the "Notes") in the total aggregate principal amount of $150,000 in exchange for $150,000 cash and 90,000,000 shares of restricted common stock of the Company, par value $0.0001 in the aggregate. The Notes were funded by the Investors on October 21, 2020. The Note proceeds will be used by the Company to pay off in full two convertible notes and for general working capital purposes. The SPA includes customary representations, warranties and covenants. The Note matures 12 months after the date of issuance.

Securities Purchase Agreement and Promissory Note with Labrys Fund, L.P.

On November 23, 2020, we entered into that certain Securities Purchase Agreement (the "Purchase Agreement") with Labrys Fund, LP, a Delaware limited partnership ("Labrys") pursuant to which Labrys purchased a self-amortizing promissory note made by the Company in favor of Labrys (the "Note") in the principal amount of $150,000 (the "Principal Amount") for $135,000 in immediately available funds (the "Purchase Price"). Pursuant to the Purchase Agreement, the Company issued Labrys 90,000,000 shares of the Company's common stock (the "Shares") as a condition to closing. The closing of the Purchase Agreement occurred on November 25, 2020, with the Purchase Price funded to the Company on such date.

Employees

At February 13, 2020, we had 4 full time employees. We currently outsource significant development work to contractors.

Our principal offices are located at 4094 Majestic Lane, Suite 360, Fairfax, Virginia 22033. Our telephone number is (703) 273-0383. We currently operate in a virtual office arrangement.

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



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                           VISIUM TECHNOLOGIES, INC.
                             RESULTS OF OPERATIONS

Three and Six Month Periods Ended December 31, 2020 and 2019




                                          Three Months Ended        Six Months Ended


                                          December 31,              December 31,


                                          2020          2019        2020          2019



Operating expenses:
Selling, general and administrative        $168,515      $215,706    $361,711      $414,764
Development expense                        10,994        -           105,994       35,500
Total Operating Expenses                   179,509       215,706     467,705       450,264

Loss from Operations                       (179,509)     (215,706)   (467,705)     (450,264)

Other income (expenses):
Gain (loss) on change in fair value of
derivative liabilities                     (673,826)     207,556     (549,494)     485,568
Derivative liability expense               -             (61,396)    -             (61,396)
Warrant exercise expense                   (211,411)     -           (211,411)     -

Gain (loss) on extinguishment of debt (53,963) (58,407) (208,864) (98,821) Interest expense

                           (49,096)      (98,794)    (76,004)      (199,275)
Total other income (expenses)              (988,296)     (11,041)    (1,045,773)   126,076

Net loss                                   $(1,167,805)  $(226,747)  $(1,513,478)  $(324,188)

Selling, General, and Administrative Expenses

Six Month Period Ended December 31, 2020

For the six months ended December 31, 2020, selling, general and administrative expenses were $348,329 as compared to $414,764 for the six months ended December 31, 2019. For the six-month periods ended December 31, 2020 and 2019 selling, general and administrative expenses consisted of the following:




                            Six Months Ended


                            December 31,


                            2020       2019

Accounting expense           $39,988    $29,734
Consulting fees              10,000     30,000
Salaries                     168,000    168,000
Legal and professional fees  36,060     16,550
Travel expense               1,086      9,786
Occupancy expense            15         3,137
Telephone expense            1,800      1,800
Marketing expense            500        8,199
Website expense              1,563      1,531
Investor relations expense   10,000     20,000
Stock based compensation     84,000     121,000
Other                        8,699      5,027
                             $361,711   $414,764

The decrease in selling, general and administrative expenses of $53,053 during fiscal 2020, when compared with the prior year, is primarily due to a decrease in stock-based compensation of $37,000, lower legal and consulting fees of $20,000, and lower travel expense of $8,700, offset by higher legal and professional fees of $19,510, and higher accounting expense of $10,254.

We believe that our selling, general, and administrative expenses will remain steady as we increase our business activity over the remainder of 2020, but anticipate incurring lower legal and consulting expenses.



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Development Expense


                    Six-Months Ended


                    December 31,         %


                    2020       2019      Change

Development expense $105,994 $35,500 199%

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 2021.

Derivative Liability Expense




                             Six-Months Ended


                             December 31,       %


                             2020  2019         Change

Derivative liability expense $- $61,396 100%

Derivative liability expense represents the expense related to our convertible notes payable issued in October 2020 that include variable conversion features.

Change in Fair Value of Derivative Liabilities




                                                    Six-Months Ended


                                                    December 31,           %


                                                    2020        2019       Change

Gain (loss) on change in fair value of derivative
liabilities                                          $(549,494)  $485,568   350.0%



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,         %


                 2020      2019       Change

Interest expense $76,004 $199,275 78.6%

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, 2020 due to lower debt discount amortization as compared to the prior year period.

Gain (Loss) on Extinguishment of Debt




                               Six-Months Ended


                               December 31,           %


                               2020        2019       Change

Loss on extinguishment of debt $(208,864) $(98,821) (968.3)%

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, 2020

For the three months ended December 31, 2020, selling, general and administrative expenses were $168,511 as compared to $215,706 for the three months ended December 31, 2019. For the three months ended December 31, 2020 and 2019 selling, general and administrative expenses consisted of the following:




                            Three Months Ended


                            December 31,


                            2020       2019

Accounting expense           $17,038    $972
Consulting fees              10,000     5,750
Salaries                     84,000     84,000
Legal and professional fees  25,560     9,490
Travel expense               1,086      1,002
Occupancy expense            15         1,706
Telephone expense            900        900
Marketing expense            500        (1,749
Website expense              912        871
Investor relations expense   10,000     20,000
Stock based compensation     12,000     92,000
Other                        6,504      764
                             $168,511   $215,706

The decrease in selling, general and administrative expenses of $47,191 during the fiscal quarter ended December 31, 2020, when compared with the prior year period , is primarily due to a decrease in stock-based compensation of $80,000, and lower investor relations expense of $10,000, offset by higher legal and professional fees of $16,070, higher accounting expense of $16,066, and higher consulting fees of $4,250.

Change in Fair Value of Derivative Liabilities




                                                    Three-Months Ended


                                                    December 31,           %


                                                    2020        2019       Change

Gain (loss) on change in fair value of derivative
liabilities                                          $(673,826)  $207,556   (425.6)%



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,        %


                 2020      2019      Change

Interest expense $49,096 $98,794 (39.2)%

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, 2020 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, 2020 June 30, 2020

Cash                                                          $50,492           $30,251
Accounts payable and accrued expenses                         387,890           333,805
Accrued compensation                                          789,029           652,529

Notes, convertible notes, and accrued interest payable $2,056,988 $1,833,784

We do not have any material commitments for capital expenditures.

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

We cannot ascertain that we have sufficient funds from operations to fund our ongoing operating requirements through June 30, 2020. 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 $178,918 and $98,663 during the six-month periods ended December 31, 2020 and 2019, respectively, and has a working capital deficit of approximately $4.2 million and $3.4 million at December 31, 2020 and June 30, 2020, respectively. The Company's ability to continue as a going concern is dependent upon its ability to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due, to fund possible future acquisitions, and to generate profitable operations in the future, once a merger with an operating company is consummated. Management plans may continue to provide for its capital requirements by issuing additional equity securities and debt and the Company will continue to find possible acquisition target. The outcome of these matters cannot be predicted at this time and there are no assurances that if achieved, the Company will have sufficient funds to execute its business plan or generate positive operating results.



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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.

Six months ended December 31, 2019

Net cash used in operations during the six months ended December 31, 2019 decreased by approximately $151,000 or 60% from the same period during fiscal year 2018. The decrease in cash used in operations is primarily due to the decrease in consulting and business development expense and cash paid for legal and professional fees, and the decrease in cash paid for salaries to executives, offset by the increase in cash paid for audit and related services. This cash was obtained through the sale of a convertible note that netted the Company $42,500, and through advances of cash made to the Company by its officers and directors of $37,900.

Capital Raising Transactions

Issuance of promissory notes payable

We generated net proceeds of $360,000 from the issuance of four promissory notes payable and 225,000,000 shares or restricted common stock during the six-month period ended December 31, 2020.

Other outstanding obligations at December 31, 2020

Convertible Notes Payable

The Company had convertible promissory notes aggregating $742,600 outstanding at December 31, 2020. The accrued interest amounted to approximately $541,000 as of December 31, 2020. The Convertible Notes Payable bear interest at rates ranging between 0% and 18% per annum. Interest is generally payable monthly. The Convertible Notes Payable are generally convertible at rates ranging between $0.09 and $0.60 per share, at the holders' option. At December 31, 2020, all convertible promissory notes have matured and are in default.

Convertible notes payable to ASC Recap LLC

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

Notes Payable

The Company had promissory notes aggregating $580,000 at December 31, 2020. The related accrued interest amounted to approximately $188,400 at December 31, 2020. 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, 2020.



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Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

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