UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
 
FORM 12b-25
 
 
 
NOTIFICATION OF LATE FILING
 
SEC FILE NUMBER: 000-25753
CUSIP NUMBER: 92836G101
 
(Check one):
[X] Form 10-K
[ ] Form 20-F[ ] Form 11-K[ ] Form 10-Q[ ] Form 10-D
 
 
 
 
[  ] Form N-SAR
[  ] Form N-CSR
 
 
 
 
 
 
 
 
 
 
For Period Ended: June 30, 2020
 
[  ] Transition Report on Form 10-K
[  ] Transition Report on Form 20-F
[  ] Transition Report on Form 11-K
[  ] Transition Report on Form 10-Q
[  ] Transition Report on Form N-SAR
 
For the Transition Period Ended: ____________________
 
If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates: Not applicable.
 
PART I — REGISTRANT INFORMATION
 
Visium Technologies, Inc.
Full Name of Registrant
 
NuState Energy Holdings, Inc.
Former Name if Applicable
 
4094 Majestic Lane, Suite 360
Address of Principal Executive Office (Street and Number)
 
Fairfax, VA 22033
City, State and Zip Code
 
 
 
 
 
 
 
 
 
PART II — RULES 12b-25(b) AND (c)
 
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)
 
  [] 
(a)
The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
 
  [X] 
(b)
The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
 
  [] 
(c)
The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.
 
PART III — NARRATIVE
 
State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period. (Attach extra Sheets if Needed)
 
Visium Technologies, Inc. (the “Company”) is filing this Notification of Late Filing on Form 12b-25 with respect to its Annual Report on Form 10-K for the year ended June 30, 2020 (the “Form 10-K”). The Company has determined it is unable to file its Form 10-K within the prescribed time period provided by the applicable rules of the Securities and Exchange Commission without unreasonable effort and expense.
 
The Company is working diligently to complete its work processes and allow time for its auditors to complete its audits of the financial statements and internal control over financial reporting and expects to file the Form 10-K within the grace period prescribed by Rule 12b-25.
 
PART IV — OTHER INFORMATION
 
  (1)
 
Name and telephone number of person to contact in regard to this notification
 
 
 
 
Mark Lucky
  703 
  273-0383 
(Name)
 
(Area Code)
 
 
(Telephone Number)
 
 
    
    
  (2)
 
Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).
 
 
    
 
Yes [X] NO [ ]
 
 
    
    
  (3)
 
Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?
 
 
    
 
Yes [ ] NO [X]
 
 
    
    
 
If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.
 
 
DISCLOSURE REGARDING FORWARD-LOOKING INFORMATION
 
This Form 12b-25 contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements by their nature address matters that are, to different degrees, uncertain. When used in this Form 12b-25, the words “may”, “will”, “could”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “projects”, “potential”, or “contemplate” or the negative of these terms or other comparable terminology are intended to identify forward-looking statements, although not all forward-looking statements contain such words or expressions. These forward-looking statements are based upon information presently available to the Company and assumptions that it believes to be reasonable. Forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties that could cause actual results to differ materially. These risks include, but are not limited to, unexpected delays that the Company may incur in connection with the preparation of the Form 10-K. The statements in this Form 12b-25 are made as of the date of this Form 12b-25 and are subject to change until the Company has filed its Annual Report on Form 10-K for the year ended April 30, 2020. The Company undertakes no duty to update or revise any such information contained in this Form 12b-25 except as required by the federal securities laws. You should read this Form 12b-25 completely and in conjunction with the cautionary statements contained in the “Risk Factors” section and elsewhere in the Company’s filings with the Securities and Exchange Commission from time to time, including, but not limited to, its annual report on Form 10-K and its quarterly reports on Form 10-Q, and with the understanding that actual future results and developments may be materially different from what the Company expects due to a number of risks and uncertainties, many of which are beyond the Company’s control.
 
2
 
 
 
 
 
Visium Technologies, Inc.
(Name of Registrant as Specified in Charter)
 
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
 
Date: September 28, 2020
By:
/s/ Mark Lucky
 
 
Mark Lucky
 
 
Chief Financial Officer
 
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