NOTES
TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER
31, 2018
NOTE
1: ORGANIZATION, GOING CONCERN AND BASIS OF PRESENTATION
Visium
Technologies, Inc. (the “Company”), a Florida corporation, was originally incorporated
in Nevada in October 1987. It was formerly known as Jaguar Investments, Inc. between October 1987 and May 2003, as Power2Ship,
Inc. between May 2003 and November 2006, as 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. to better reflect its business operations.
The
Company is focused on cybersecurity, digital risk management, and technology services for network physical security, the Cloud,
mobility solutions, and the Internet of Things (“IOT”).
The
Company named Henry J. Holcombe as its Chief Executive Officer in August 2018 to provide strategic expertise in pursuing its business
plans.
In July 2018 the Company formed a wholly-owned
subsidiary, Visium Analytics, LLC.
In October 2018 the Company completed the acquisition of Threat Surface Solutions
Group, LLC (“TSSG”) in exchange for 1,538,385 shares of Visium common stock valued at $500,000, the fair market value
on the date of the acquisition, plus a 10% royalty on sales generated by TSSG for a period of three years on the first $25,000,000
in revenue.
See Note 5 for further description of the
Company’s acquisition.
Going
Concern
The
accompanying consolidated financial statements have been prepared on a going concern basis. For the six months ended December
31, 2018 we had a net loss of $1,464,812, had net cash used in operating activities of $249,500, and had negative working
capital of $4,782,720. These matters raise substantial doubt about the Company’s ability to continue as a going concern
for a period of one year from the date of this filing. The Company’s ability to continue as a going concern is dependent
upon its ability to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business
operations when they come due, to fund possible future acquisitions, and to generate profitable operations in the future. Management
plans to provide for the Company’s capital requirements by continuing to issue additional equity and debt securities. The
outcome of these matters cannot be predicted at this time and there are no assurances that, if achieved, the Company will have
sufficient funds to execute its business plan or generate positive operating results. The consolidated financial statements do
not include any adjustments that might result from the outcome of this uncertainty.
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 the Company’s 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, 2018, contained in the Company’s Annual Report on Form 10-K filed with the SEC on August 20,
2018. The results of operations for the six months ended December 31, 2018, are not necessarily indicative of results to be expected
for any other interim period or the fiscal year ending June 30, 2019.
Reverse
Stock Split
On
March 5, 2018, the Company filed a Certificate of Amendment to its Articles of Incorporation with the Secretary of State of the
State of Florida to affect a 1-for-3,000 reverse stock split of the Company’s common stock (the “Reverse Split”).
As a result of the Reverse Split, every 3,000 shares of the Company’s old common stock were converted into 1 share of the
Company’s new common stock. Fractional shares resulting from the Reverse Split were rounded up to the nearest whole number.
The Reverse Split automatically and proportionately adjusted, based on the one-for-3,000 split ratio, all issued and outstanding
shares of the Company’s common stock. Share and per share data (except par value) for the periods presented reflect the
effects of the Reverse Split. References to numbers of shares of common stock and per share data in the accompanying financial
statements and notes thereto for periods ended prior to March 5, 2018 have been adjusted to reflect the Reverse Split on a retroactive
basis.
VISIUM
TECHNOLOGIES, INC.
NOTES
TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER
31, 2018
NOTE
2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Fiscal
Year
The
fiscal year ends on June 30. References to fiscal year 2019, for example, refer to the fiscal year ending June 30, 2019.
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 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. On an ongoing basis, management evaluates these estimates, including those related to allowances for
doubtful accounts receivable, contingent consideration, the carrying value of intangible assets, and assumptions used in
binomial valuation methods, such as expected volatility, risk-free interest rate, and expected dividend rate. Management
bases these estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances,
the results of which form the basis of making judgments about the carrying value of assets and liabilities that are not readily
apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.
Cash
and Cash Equivalents
The
Company considers all highly liquid, temporary, cash equivalents with an original maturity of three months or less when purchased,
to be cash equivalents. The Company had no cash equivalents during the six months ended December 31, 2018 and 2017.
Accounts
Receivable
Accounts receivable
consists of normal trade receivables, which were obtained as part of the transaction to acquire Threat Surface Solutions Group,
LLC in October 2018. We have no bad debt allowance as of December 31, 2018. Management performs ongoing evaluations of its
accounts receivable. Management believes that all existing receivables are fully collectable. Bad debt expense amounted to $0
for the three and six months ended December 31, 2018.
Capitalized
Curriculum Development Costs
Capitalized
curriculum development costs represent the costs incurred by the Company to develop cybersecurity training courses.
The
Company capitalizes curriculum development costs incurred during the application development stage in accordance with Accounting
Standards Codification (“ASC”) 350-30. The Company capitalizes curriculum development costs during the
design and deployment phases of the project. As a result, a significant portion of the Company’s courseware development
costs qualify for capitalization due to the concentration of its development efforts on the content of the courseware. Capitalization
ends when a course is available for general release to its customers, at which time amortization of the capitalized costs begins.
The period of time over which these development costs are amortized is generally two years.
At
December 31, 2018 the Company had three cybersecurity courses in development.
Intangible
Assets
Intangible
assets, net consists of the cost of acquired customer relationships. We capitalize and amortize the cost of acquired intangible
assets over their estimated useful lives on a straight-line basis. The Company periodically reevaluates the carrying value of
its intangible assets for events or changes in circumstances that indicate that the carrying value may not be recoverable. As
part of this reevaluation, the Company estimates the future cash flows expected to result from the use of the asset. If the sum
of the expected future cash flows is less than the carrying amount of the asset, an impairment loss is recognized to reduce the
carrying value of the intangible asset to the estimated fair value of the asset.
Concentration
of Credit Risks
The
Company is subject to a concentration of credit risk from cash.
The
Company’s cash account is held at a financial institution and is insured by the Federal Deposit Insurance Corporation (the
“FDIC”) up to $250,000. At December 31, 2018 and June 30, 2018, the Company had not reached a bank balance
exceeding the FDIC insurance limit.
Derivative
Liabilities
The
Company assessed the potential classification of its derivative financial instruments as of December 31, 2018 and June 30, 2018,
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.
During
the year ended June 30, 2017, the Company determined that there was no active market for the Company’s common stock, and
because of this lack of liquidity and market value, there was no derivative liability associated with these convertible notes.
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 (e.g., Black-Scholes-Merton),
the expected volatility, the implied risk-free interest rate, as well as the expected dividend rate, if any. The derivate liability
that had previously been recognized was recorded as a gain through the change in fair value of derivative liability on the statement
of operations as of June 30, 2017. During the six months ended December 31, 2018 the Company determined that there was an active
market for the Company’s common stock, and there is, therefore, a derivative liability associated with certain of its convertible
notes. The Company recorded a derivative liability as of December 31, 2018.
VISIUM
TECHNOLOGIES, INC.
NOTES
TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER
31, 2018
NOTE
2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued
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 and cash equivalents, accounts payable and accrued expenses, accrued compensation, note and convertible
promissory notes payable, approximate their fair value due to the short maturity of these items.
Business combinations
Business combinations are accounted for at fair value. Acquisition costs are expensed
as incurred and recorded in selling, general and administrative expenses. The accounting for business combinations requires estimates
and judgment as to expectations for future cash flows of the acquired business, and the allocation of those cash flows to identifiable
intangible assets, in determining the estimated fair value for assets acquired and liabilities assumed. The fair values assigned
to tangible and intangible assets acquired and liabilities assumed, including contingent consideration, are based on management’s
estimates and assumptions, as well as other information compiled by management, including valuations that utilize customary valuation
procedures and techniques. If the actual results differ from the estimates and judgments used in these estimates, the amounts
recorded in the financial statements could result in a possible impairment of the intangible assets and goodwill, require acceleration
of the amortization expense of finite-lived intangible assets, or the recognition of additional consideration which would be expensed.
The fair value of contingent consideration is remeasured each period based on relevant information and changes to the fair value
are included in the operating results for the period.
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.
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.
VISIUM
TECHNOLOGIES, INC.
NOTES
TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER
31, 2018
NOTE
2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued
Income
Taxes, continued
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 December 31, 2018, the Company had not filed tax returns for the tax
years ending June 30, 2008 through 2017 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, in any, would not be material in amount.
Share-Based
Payment
The
Company accounts for stock-based compensation in accordance with ASC Topic 718, Compensation-Stock Compensation, or ASC 718. 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.
In
July 2018, the FASB issued ASU 2018-07,
Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based
Payment Accounting
, an accounting standard update to improve non-employee share-based payment accounting. The accounting standard
update more closely aligns the accounting for employee and non-employee share based payments. The accounting standards update
is effective as of the beginning of 2019 with early adoption permitted. We have elected to adopt this standard as of July 1, 2018,
the beginning of our 2019 fiscal year.
The
Company has elected to use the Black-Scholes-Merton, or BSM, option-pricing 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.
Recent
Accounting Pronouncements
In
February 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-02, Leases (Topic 842) (“ASU
2016-02”). The ASU replaces the prior lease accounting guidance in its entirety. The underlying principle of the new standard
is the recognition of lease assets and lease liabilities by lessees for substantially all leases, with an exception for leases
with terms of less than twelve months. The standard also requires additional quantitative and qualitative disclosures. In January
2018, the FASB issued ASU 2018-01, Leases (Topic 842) - Land Easement Practical Expedient for Transition to Topic 842, which provides
an optional transition practical expedient that allows companies to not evaluate (under Topic 842) existing or expired land easements
that were not previously accounted for as leases (under Topic 840). Topic 842 is effective for interim and annual reporting periods
beginning after December 15, 2018, and early adoption is permitted. Topic 842 requires a modified retrospective approach, which
includes several optional practical expedients. The Company is currently evaluating the impact of ASU 2018-02 on the Company’s
consolidated financial statements.
VISIUM
TECHNOLOGIES, INC.
NOTES
TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER
31, 2018
NOTE
2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued
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 includable in the computation of fully-diluted per-share results are not presented in the consolidated
financial statements for the three and six months ended December 31, 2018 and 2017 as their effect would be anti-dilutive.
NOTE
3: DERIVATIVE LIABILITY
The Company accounts for the embedded conversion
features included in its convertible instruments as derivative liabilities. The aggregate fair value of derivative liabilities
at December 31, 2018 and June 30, 2018 amounted to $194,255 and $0, respectively. For the six months ended December 31, 2018 and
2017, the Company recorded a loss related to the change in fair value of the derivative liability amounting to $194,255 and $0,
respectively. The Company determined that all of the underlying convertible notes were past due and in default, and that there
was no active market for the Company’s common stock. Because of this lack of liquidity and market value, there was no derivative
liability associated with these convertible notes as of June 30, 2018. During the six months ended December 31, 2018 the Company
determined that there was an active market for the Company’s common stock, and there is, therefore, a derivative liability
associated with certain of its convertible notes. This change in determination of an active market was a result of the Company
completing a reverse split of the Company’s common stock in April, 2018, and the initial success in our cybersecurity business.
The Company recorded a derivative liability as of December 31, 2018. For purpose of determining the fair market value of the
derivative liability for the embedded conversion features, the Company used the Binomial lattice valuation model. The significant
assumptions used in the Binomial lattice valuation of the derivative are as follows:
|
|
Six
Months Ended December 31,
|
|
|
|
2018
|
|
|
2017
|
|
Effective
exercise price
|
|
$
|
0.0494
- 0.616
|
|
|
$
|
-
|
|
Effective
market price
|
|
$
|
0.1014
|
|
|
$
|
-
|
|
Volatility
|
|
|
204.78
|
%
|
|
|
-
|
%
|
Risk-free
interest
|
|
|
2.56
|
%
|
|
|
-
|
%
|
Terms
|
|
|
30
days
|
|
|
|
-
|
|
Expected
dividend rate
|
|
|
0
|
%
|
|
|
|
%
|
Changes
in the derivative liabilities during the six months ended December 31, 2018 was follows:
Derivative
liability at June 30, 2018
|
|
$
|
-
|
|
Loss
on change in fair value of derivative liability, recognized as other expense
|
|
|
194,255
|
|
Derivative
liability at December 31, 2018
|
|
$
|
194,255
|
|
NOTE
4: ACCRUED INTEREST PAYABLE
Changes
in accrued interest payable during the six months ended December 31, 2018, is as follows:
Accrued
interest payable at June 30, 2018
|
|
$
|
1,686,054
|
|
Interest expense
for the six months ended December 31, 2018
|
|
|
111,602
|
|
Forgiveness
of accrued interest payable
|
|
|
(10,985
|
)
|
Cash
paid for accrued interest
|
|
|
(985
|
)
|
Conversion
of accrued interest into common stock
|
|
|
(30,205
|
)
|
Accrued
interest payable at December 31, 2018
|
|
$
|
1,755,481
|
|
VISIUM
TECHNOLOGIES, INC.
NOTES
TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER
31, 2018
NOTE
5: ACQUISITION
On
September 4, 2018, the Company entered into a Membership Interest Purchase Agreement (the “TSSG
Purchase Agreement”) with the members of Threat Surface Solutions Group, LLC (“TSSG”), a Virginia limited
liability company, pursuant to which the Company purchased all of the issued and outstanding membership and/or economic
interests of TSSG. The TSSG Purchase Agreement was amended on December 30, 2018, whereby the terms of the acquisition were
modified such that the Company acquired 100% of the outstanding member interests of TSSG for 1,538,385 shares of Visium common
stock valued at $500,000, the fair market value on the date of the acquisition, plus a 10% royalty on sales generated by TSSG
for a period of three years on the first $25,000,000 in revenue. The acquisition was accounted for using the purchase method of
accounting. The results of operations are included in the financial statements of operations from the date of acquisition. TSSG
is a leading provider of cybersecurity services. The purchase of TSSG included the acquisition of assets of $10,435 and liabilities
of $57,872. The aggregate purchase price consisted of the following:
Fair value of common stock issued to seller
|
|
$
|
500,000
|
|
Net liabilities assumed
|
|
|
48,972
|
|
Contingent consideration
|
|
|
52,315
|
|
|
|
$
|
601,287
|
|
The
following table summarizes the estimated fair values of TSSG’s assets acquired and liabilities assumed at the date of acquisition:
Cash
|
|
$
|
451
|
|
Accounts
Receivable
|
|
|
9,984
|
|
Accounts
payable and accrued expenses
|
|
|
(59,407
|
)
|
|
|
$
|
(48,972
|
)
|
The
Company will account for the royalties liability related to the revenue generated by TSSG as a reduction of the contingent
liability.
Intangible
assets acquired from TSSG were assigned the following values: value of customer relationships with an assigned value of $601,287.
This intangible asset is being amortized over 36 months, its estimated useful life.
We made an initial allocation of the
purchase price at the date of acquisition based on our understanding of the fair value of acquired assets and assumed liabilities.
The allocation of purchase price consideration is considered preliminary as of December 31, 2018 with the provisional amounts
related to Customer Relationships, and is subject to change. We expect to finalize the allocation of purchase price as soon as
possible, but no later than one year from the acquisition date.
The following table presents the unaudited pro forma condensed consolidated statements
of operations for the six months ended December 31, 2018:
|
|
VISIUM
|
|
|
TSSG
|
|
|
ProForma Adjustments
|
|
|
ProForma Combined
|
|
Sales, net
|
|
$
|
-
|
|
|
$
|
9,984
|
|
|
$
|
-
|
|
|
$
|
9,984
|
|
Cost of goods sold
|
|
|
-
|
|
|
|
5,120
|
|
|
|
|
|
|
|
5,120
|
|
Gross profit
|
|
|
-
|
|
|
|
4,864
|
|
|
|
-
|
|
|
|
4,864
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses
|
|
|
1,122,255
|
|
|
|
88,368
|
|
|
|
-
|
|
|
|
1,210,623
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss before other expenses
|
|
|
(1,122,255
|
)
|
|
|
(83,504
|
)
|
|
|
-
|
|
|
|
(1,205,759
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other expenses
|
|
|
(293,887
|
)
|
|
|
(144
|
)
|
|
|
-
|
|
|
|
(294,031
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
$
|
(1,416,142
|
)
|
|
$
|
(84,944
|
)
|
|
$
|
-
|
|
|
$
|
(1,499,790
|
)
|
See
accompanying notes to the condensed consolidated unaudited proforma financial information.
Proforma Note 1. — Basis of presentation
The unaudited pro forma condensed consolidated
financial statements are based on Visium Technologies, Inc.’s (the “Company” or “VISM”) historical
consolidated financial statements as adjusted to give effect to the acquisition of TSSG as if it had occurred on July 1, 2018.
Proforma Note 2 —Purchase price allocation
The unaudited pro forma condensed financial information includes various assumptions,
including those related to the purchase price allocation of the assets acquired and liabilities assumed from TSSG based on management’s
best estimates of fair value.
NOTE
6: INTANGIBLE ASSET
The Company acquired TSSG on October
12, 2018. At the time of the acquisition the purchase price exceeded the fair value of the assets acquired by $601,287
which we treated as customer relationships for accounting purposes. The purchase price was allocated to value of the customer
relationships of TSSG. The Company is amortizing this asset over its estimated useful life of three years.
|
|
Estimated
Life
|
|
December
31, 2018
|
|
|
June
30, 2018
|
|
Customer
relationships
|
|
3
years
|
|
$
|
601,287
|
|
|
|
-
|
|
Less:
accumulated amortization
|
|
|
|
|
(41,756
|
)
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
559,531
|
|
|
$
|
-
|
|
NOTE
7: CONVERTIBLE NOTES PAYABLE AND NOTE PAYABLE
Convertible
Notes Payable
At
December 31, 2018 and June 30, 2018 convertible debentures consisted of the following:
|
|
December
31, 2018
|
|
|
June
30, 2018
|
|
Convertible
notes payable
|
|
$
|
1,447,134
|
|
|
$
|
1,617,984
|
|
Convertible
notes payable to ASC Recap LLC
|
|
|
147,965
|
|
|
|
147,965
|
|
Total
|
|
$
|
1,595,099
|
|
|
$
|
1,765,949
|
|
The
Company had convertible promissory notes aggregating approximately $1.6 million and $1.8 million at December 31, 2018 and June
30, 2018, respectively. The related accrued interest amounted to approximately $1.5 million and $1.44 million at September 30,
2018 and June 30, 2018, respectively. The convertible notes payable bear interest at rates ranging from 0% to 18% per annum. The
convertible notes are generally convertible, at the holders’ option, at rates ranging from $0.09 to $22,500 per share, as
a result of the two reverse stock splits. At December 31, 2018, all $1.6 million of convertible promissory notes had matured,
are in default and remain unpaid.
On
July 22, 2013 and May 6, 2014, the Company issued to ASC Recap LLC (“ASC Recap”) 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 Section 3(a)(10) transaction. While the Company continues to carry the balance of these
notes on its balance sheet, management is disputing these notes and does not believe that the balances of these notes are
owed. See Note 11 – Subsequent Events in the footnotes to the consolidated financial statements. The July 22, 2013 note
matured on March 31, 2014 and a balance of $22,965 remains unpaid. The May 6, 2014 note matured on May 6, 2016 and a
balance of $125,000
remains unpaid. The notes are convertible into the common stock of the
Company at any time at a conversion price equal to (i) 50% of the lowest closing bid price of our common stock for the twenty
days prior to conversion or (ii) fixed price of $0.15 or $0.30 per share.
For
the six months ended December 31, 2018, the following summarizes the conversion of debt for common shares:
|
|
|
|
|
|
|
|
|
|
Conversion
|
|
|
|
|
|
|
|
|
Amount
Converted
|
|
|
Price
|
|
Date
|
|
Name
|
|
Shares
Issued
|
|
|
Principal
|
|
|
Interest
|
|
|
Total
|
|
|
Per
Share
|
|
07/31/2018
|
|
DWIGHT
POWER
|
|
|
111,111
|
|
|
|
10,000
|
|
|
|
-
|
|
|
|
10,000
|
|
|
$
|
0.09
|
|
08/02/2018
|
|
ROYAL
PALM CONSULTING SERVICES LLC
|
|
|
431,116
|
|
|
|
18,100
|
|
|
|
20,700
|
|
|
|
38,800
|
|
|
$
|
0.09
|
|
09/13/2018
|
|
LANCE
QUARTIERI
|
|
|
370,319
|
|
|
|
42,500
|
|
|
|
6,005
|
|
|
|
48,505
|
|
|
$
|
0.131
|
|
10/12/2018
|
|
ENTERPRISE
SOLUTIONS LLC
|
|
|
120,000
|
|
|
|
14,500
|
|
|
|
3,500
|
|
|
|
18,000
|
|
|
$
|
0.15
|
|
11/05/2018
|
|
FOWLER
FAMILY TRUST V/A DTD 10/28/96
|
|
|
179,167
|
|
|
|
16,125
|
|
|
|
-
|
|
|
|
16,125
|
|
|
$
|
0.09
|
|
11/05/2018
|
|
ARTHUR
NOTINI
|
|
|
277,778
|
|
|
|
25,000
|
|
|
|
-
|
|
|
|
25,000
|
|
|
$
|
0.09
|
|
11/05/2018
|
|
ROY
D MITTMAN
|
|
|
27,778
|
|
|
|
2,500
|
|
|
|
-
|
|
|
|
2,500
|
|
|
$
|
0.09
|
|
11/05/2018
|
|
ROY
D MITTMAN
|
|
|
111,112
|
|
|
|
10,000
|
|
|
|
-
|
|
|
|
10,000
|
|
|
$
|
0.09
|
|
11/05/2018
|
|
GARY
DUQUETTE
|
|
|
55,556
|
|
|
|
5,000
|
|
|
|
-
|
|
|
|
5,000
|
|
|
$
|
0.09
|
|
11/05/2018
|
|
DUQUETTE
FAMILY LIVING TRUST
|
|
|
55,556
|
|
|
|
5,000
|
|
|
|
-
|
|
|
|
5,000
|
|
|
$
|
0.09
|
|
11/05/2018
|
|
GARY
DUQUETTE
|
|
|
245,834
|
|
|
|
22,125
|
|
|
|
-
|
|
|
|
22,125
|
|
|
$
|
0.09
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
1,985,327
|
|
|
$
|
170,850
|
|
|
$
|
30,205
|
|
|
$
|
201,055
|
|
|
$
|
0.101
|
|
Notes
Payable
The
Company had promissory notes in the aggregate principal amount of
$270,241 at December 31,
2018 and June 30, 2018, respectively. The related accrued interest amounted to approximately $257,000 and $245,200 at December
31, 2018 and June 30, 2018, respectively. The notes payable bear interest at rates ranging from 8% to 16% per annum which is payable
monthly. All promissory notes outstanding as of December 31, 2018 have matured, are in default, and remain unpaid.
VISIUM
TECHNOLOGIES, INC.
NOTES
TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER
31, 2018
NOTE
8: STOCKHOLDERS’ DEFICIT
Common
Stock
At
December 31, 2018, the Company had 10,000,000,000 authorized shares of common stock.
Issuances
of Common Stock During the Six Months Ended December 31, 2018
Convertible
Notes Payable
During
the six months ended December 31, 2018 the Company issued 1,985,327 shares of its common stock related to the conversion of $201,055
of principal and accrued interest of its convertible notes payable, at an average contract conversion price of $0.101 per share.
Sale
of Restricted Common Stock
During
the six months ended December 31, 2018 the Company issued 2,505,000 shares of its common stock related to the sale of its common
stock resulting in proceeds of $250,500, at an average price of $0.10 per share.
Acquisition
of Threat Surface Solutions Group, LLC
During
the six months ended December 31, 2018 the Company issued 1,538,387 shares of its common stock related to its acquisition of Threat
Surface Solutions Group, LLC, valued at $500,000, or an average price of $0.325 per share.
Stock
Based Compensation
During
the six months ended December 31, 2018 the Company issued 3,079,153 shares of its $0.0001 par value common stock as compensation
to its directors and officers related to the vesting of restricted stock grants . The shares were valued at $722,042, or $0.234
per share.
During
the six months ended December 31, 2018 the Company issued 966,669 shares of its $0.0001 par value common stock to four consultants,
as compensation under four separate consulting agreements. The shares were valued at $58,000, or $0.06 per share.
Preferred
Stock
The
Company’s Series A Convertible Preferred Stock (“Series A Preferred Stock”) and Series B Convertible Preferred
Stock (“Series B Preferred Stock”)
issued and
outstanding shares of the Company’s convertible preferred stock have a par value of $0.001. All classes rank prior to any
class or series of the Company’s common stock as to the distribution of assets upon liquidation, dissolution or winding
up of the Company or as to the payment of dividends. All preferred stock
shall
have no voting rights except if the subject of such vote would reduce the amount payable to the holders of preferred stock upon
liquidation or dissolution of the Company and cancel and modify the conversion rights of the holders of preferred stock
as defined in the certificate of designations of the respective series of preferred stock.
Series
A Convertible Preferred Stock
The
Series A Preferred Stock, of which twenty million (20,000,000) shares are authorized, has a stated value of $750.00 per share. Each
one share of Series A Preferred Stock is convertible into one (1) share of common stock. In the event the common stock
price per share is lower than $0.10 (ten cents) per share then the conversion price shall be set at $0.035 per share.
The common stock shares are governed by Lock-Up/Leak-Out Agreements.
Series
B Convertible Preferred Stock
Thirty
million (30,000,000) shares of preferred stock were designated as Series B Preferred stock in April 2016. This Series B Preferred
Stock has a $0.001 par value, have a stated value of $375 per share, and each 300 shares are convertible into 1
share of the Company’s common stock.
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 share of common stock. Mark Lucky, our CFO, is the holder
of the one share of Series AA Convertible Preferred Stock.
Note
9
-
STOCK-BASED COMPENSATION
Restricted
Stock Awards
Restricted
stock awards are awards of common stock that are subject to restrictions on transfer and to a risk of forfeiture if the holder
leaves the Company before the restrictions lapse. The holder of a restricted stock award is generally entitled at all times on
and after the date of issuance of the restricted shares to exercise the rights of a shareholder of the Company, including the
right to vote the shares. The value of stock awards that vest over time was established by the market price on the date of its
grant. A summary of the Company’s restricted stock activity for the six months ended
December
31, 2018
and June 30, 2018 is presented in the following table:
|
|
For
the
|
|
|
|
Six
Months ended
December 31, 2018
|
|
|
Year
ended
June 30, 2018
|
|
|
|
|
|
|
Weighted
|
|
|
|
|
|
Weighted
|
|
|
|
|
|
|
Average
|
|
|
|
|
|
Average
|
|
|
|
|
|
|
Grant
Date
|
|
|
|
|
|
Grant
Date
|
|
|
|
Shares
|
|
|
Fair
Value
|
|
|
Shares
|
|
|
Fair
Value
|
|
Unvested
at beginning of period
|
|
|
13,836,108
|
|
|
$
|
0.06
|
|
|
|
-
|
|
|
|
-
|
|
Granted
|
|
|
1,500,000
|
|
|
$
|
0.38
|
|
|
|
14,650,000
|
|
|
|
.06
|
|
Forfeited
|
|
|
(930,555
|
)
|
|
|
0.36
|
|
|
|
-
|
|
|
|
-
|
|
Vested
|
|
|
(2,545,844
|
)
|
|
$
|
0.07
|
|
|
|
(813,892
|
)
|
|
|
.06
|
|
Unvested
at end of period
|
|
|
11,859,710
|
|
|
$
|
0.08
|
|
|
|
13,836,108
|
|
|
|
.06
|
|
Unrecognized
compensation expense related to outstanding restricted stock awards to employees and directors as of
December
31, 2018
was $865,125 and is expected to be recognized over a weighted average period of 2.58 years.
VISIUM
TECHNOLOGIES, INC.
NOTES
TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER
31, 2018
NOTE
10: RELATED PARTY TRANSACTIONS
Equity
transactions with related parties are described in Note 8.
From
time to time we have borrowed operating funds from Mr. Mark Lucky, our Chief Financial Officer, and from certain Directors,
for working capital. The advances were payable upon demand and were interest free. At December 31, 2018 there was $40,000 outstanding
of such advances made to the Company.
NOTE
11: COMMITMENTS AND CONTINGENCIES
Contingencies
The
Company accounts for contingent liabilities in accordance with 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 December 31, 2018, and based on the assessment there are no probable loss contingencies requiring accrual or
disclosures within its financial statements.
The
consideration payable to the sellers of Threat Surface Solutions Group, LLC includes up to $2.5 million as a royalty payment
on sales during the three year period ending October 12, 2021. The fair value of contingent consideration is remeasured
each period based on relevant information and changes to the fair value are included in the operating results for the period.
On July 24,
2018, Visium entered into a patent license agreement (the “GMRF License Agreement”) with George Mason Research Foundation,
Inc, (“GMRF”) to commercialize and sell a network assessment and visualization tool that is backed by eight issued
patents.
This technology allows customers to collect
and analyze large amounts of IT security data, discover and prioritize vulnerabilities, and take remedial actions.
Under the GMRF License Agreement, the Company is required to make a first commercial
sale of a “Licensed Product” and/or a first commercial performance of a “Licensed Process,” as defined
in the GMRF License Agreement, on or before July 30, 2019. The 2019
minimum revenue target for the sale of
products and services incorporating the GMRF technology is $100,000. This minimum revenue amount will increase in subsequent years.
Also, within 30 days of July 20, 2018 (the “GMRF Effective date”), the Company was required to pay GMRF a non-refundable
license issue fee of $20,000, which was included in general and administrative expense on our statement of operations. Pursuant
to the GMRF License Agreement, the Company is required to pay GMRF a running royalty of 5% of “Net Sales,” as defined
in the GMRF License Agreement.
Legal
Claims
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.
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.
NOTE
12: SUBSEQUENT EVENTS
On
January 7, 2019
,
the Company entered into a securities purchase agreement (the “FirstFire Agreement”) with FirstFire
Global Opportunities Fund, LLC, a Delaware limited liability company (the “FirstFire”), whereby FirstFire
purchased from the Company, for a purchase price of $142,500 (the “FirstFire Agreement Purchase Price”)
(i) an 8% senior convertible promissory note in the principal amount of $150,000.00 (the “ FirstFire Note”)
convertible into shares of common stock of the Company; and (ii) a warrant to purchase 250,000 shares of common stock
of the Company, exercisable at a price of $0.15, subject to adjustment, per share over the course of a three year term
(the “Warrant”). The Warrant provides for a cashless exercise provision. The closing occurred following the satisfaction
of customary closing conditions.
The
FirstFire Note matures twelve (12) months from the date of issuance and may be prepaid at any time pursuant to the terms
of the FirstFire Note. The FirstFire Note is convertible into shares of common stock of the Company
at a price of $0.15 per share for the first one hundred eighty (180) calendar days after the date of issuance (the “FirstFire
Conversion Price”). After the one hundred eightieth (180
th
) day after the date of issuance, the FirstFire
Conversion Price is then equal to the lower of (i) the FirstFire Conversion Price or (ii) 65% multiplied by the lowest
traded price of the common stock during the ten (10) consecutive Trading Day period (as defined in the FirstFire
Note) immediately preceding the Trading Day that the Company receives a notice of conversion (the “Alternate Conversion
Price”). The FirstFire Conversion Price may further be adjusted in connection with the terms of the FirstFire
Note.
On
January 10, 2019, the Company entered into a securities purchase agreement (the “Auctus Agreement”)
with Auctus Fund, LLC, a Delaware limited liability company (the “Auctus”), whereby Auctus purchased
from the Company, for a purchase price of $150,000 (the “Auctus Purchase Price”) (i) an 8% senior convertible
promissory note in the principal amount of $150,000.00 (the “Auctus Note”) convertible into shares of common
stock of the Company; and (ii) a warrant to purchase 250,000 shares of common stock of the Company,
exercisable at a price of $0.15, subject to adjustment, per share over the course of a three year term (the “Auctus
Warrant”, and together with the Note, the “Auctus Securities”). The Warrant provides for a cashless exercise
provision. The closing occurred following the satisfaction of customary closing conditions.
The
Auctus Note matures twelve (12) months from the date of issuance and may be prepaid at any time pursuant to the terms of
the Auctus Note. The Auctus Note is convertible into shares of common stock of the Company at a price
(the “Auctus Conversion Price”) equal to the lower of (i) $0.15 per share or (ii) 65% multiplied by the lowest
traded price of the common stock during the ten (10) consecutive Trading Day period (as defined in the Auctus Note)
immediately preceding the Trading Day that the Company receives a notice of conversion (the “Auctus Variable Conversion
Price”). The Auctus Conversion Price may further be adjusted in connection with the terms of the Auctus Note.
During January 2019 our officers, directors
and consultants vested 420,835 shares of our $0.0001 par value common stock, at an average price per share of $0.071.