FISION Corp - Quarter Report: 2022 September (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

For the quarterly period ended September 30, 2022

Or

For the transition period from ________ to _________

Commission File Number. 000-53929

1650 West End Boulevard, Suite 100

Minneapolis, Minnesota 55416

(Address of principal executive offices and Zip Code)

(763) 259-5825

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the period 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to the filing requirements for the past 90 days ☐ Yes ☒ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (#232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). ☐ Yes ☒ No

Indicate by check mark whether the registrant is a large accelerated filed, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company:

If an emerging growth company, indicated by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the act). ☐ Yes ☒ No

Indicate the number of the registrant’s shares of common stock outstanding, as of the latest practicable date: 465,378,589 shares of common stock are outstanding as of June 29, 2023.

Table of Contents

Corporate Contact Information

Our executive, administrative and operational offices are now temporarily located at 1650 West End Boulevard, Suite 100, Minneapolis, MN 55416; our telephone number is (763) 259-5825; and we maintain a website at www.FisionOnline.com.

PART I – FINANCIAL INFORMATION

ITEM 1 FINANCIAL STATEMENTS

FISION CORPORATION

CONSOLIDATED BALANCE SHEET

The accompanying condensed notes are an integral part of these unaudited consolidated financial statements.

FISION CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

The accompanying condensed notes are an integral part of these unaudited consolidated financial statements.

FISION CORPORATION

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022 AND 2021

(Unaudited)

The accompanying condensed notes are an integral part of these unaudited consolidated financial statements.

FISION CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

The accompanying condensed notes are an integral part of these unaudited consolidated financial statements.

FISION CORPORATION

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2022 AND 2021

(Unaudited)

NOTE 1 – ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

FISION Corporation (formerly DE Acquisition, Inc.), a Delaware corporation (the “Company”) was incorporated on February 24, 2010 and was inactive until 2015 when it merged with Fision Holdings, Inc., a Minnesota corporation, an operating software development business based in Minneapolis, Minnesota. As a result of this merger, Fision Holdings, Inc. became a wholly-owned subsidiary of the Company. Fision Holdings, Inc. was incorporated in Minnesota in 2010, and has developed and commercialized a proprietary cloud-based software platform which automates and integrates digital marketing assets and marketing communications in order to “bridge the gap” between the marketing and sales functions of any enterprise. The Company generates its revenues primarily from software licensing contracts typically having terms of one to three years and requiring monthly subscription fees based on the customer’s number of users and locations where used. The Company’s business model provides it with a high percentage of recurring revenues.

In November 2020, the Company entered the business of owning and operating an ambulatory medical surgery center, also known as a “surgi-center,” through an acquisition of two Florida LLCs which are in the process of developing an Ambulatory Surgery Center in Ft Myers FL and supporting software to support this Ft Myers facility and other Ambulatory Surgery Centers.

In May-August 2021, we acquired Scoreinc.com, Inc., a Puerto Rico corporation (“Score”), a leading provider of SaaS credit repair software solutions, resulting in Score becoming a wholly owned subsidiary of the Company.

The terms “Fision” “we,” “us,” and “our,” refer to FISION Corporation, a Delaware corporation and its wholly-owned operating subsidiary Fision Holdings, Inc., a Minnesota corporation

Basis of Presentation

The accompanying consolidated financial statements are unaudited. These unaudited consolidated interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and pursuant to the rules and regulations of the SEC. Certain information and note disclosures which are included in annual financial statements have been omitted pursuant to these rules and regulations. We believe the disclosures made in these interim unaudited consolidated financial statements are adequate to make the information not misleading.

Although these interim consolidated financial statements for the nine and three month periods ended September 30, 2022 and 2021 are unaudited, in the opinion of our management, such statements include all adjustments, consisting of normal and recurring accruals, necessary to present fairly our financial position, results of operations and cash flows for the periods presented. The results for the 2022 interim period are not necessarily indicative of the results to be expected for the year ended December 31, 2022 or for any future period.

These unaudited interim consolidated financial statements should be read and considered in conjunction with our audited consolidated financial statements and the notes thereto for the year ended December 31, 2021, included in our annual report on Form 10-K filed with the SEC on January 3, 2023.

Principles of Consolidation

These consolidated financial statements include the accounts of FISION Corporation, a Delaware corporation, its wholly-owned Minnesota subsidiary Fision Holdings, Inc, a Minnesota corporation, its two wholly-owned Florida LLCs (Ft Myers ASC LLC and ASC SoftDev LLC), and its Score subsidiary in Puerto Rico from the date of the Score acquisition. All material intercompany transactions and balances have been eliminated in consolidation.

Use of estimates

The preparation of consolidated financial statements in conformity with generally accepted accounting principles 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 reported amounts of revenues and expenses during the reporting period. Accordingly, actual results could differ materially from those estimates and assumptions. Such estimates include management’s assessments of the carrying value of certain assets, useful lives of assets, derivative securities, fair value of financial instruments, and related depreciation and amortization methods applied.

Concentration of Credit Risk

Financial instruments that potentially subject us to concentrations of credit risk consist principally of cash and accounts receivable. During 2022, we may have had cash deposits that exceeded Federal Deposit Insurance Corporation (“FDIC”) insurance limits of $250,000. As of September 30, 2022, the Company held no cash deposits in excess of federally insured limits. We maintain cash balances at high quality financial institutions to mitigate this risk. We perform ongoing credit evaluations of our customers and generally do not require collateral from them to do business with us.

Cash equivalents

We consider all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. At September 30, 2022 and December 31, 2021, the Company had no cash equivalents.

Accounts Receivable and Allowance for Doubtful Accounts

Accounts receivable related to the products and services sold are recorded at the time revenue is recognized and are presented on the balance sheet net of allowance for doubtful accounts. The ultimate collection of the receivable may not be known for several months after services have been provided and billed. We have established an allowance for doubtful accounts based upon factors pertaining to the credit risk of specific customers, analyses of current and historical cash collections, and the aging of receivables. Delinquent accounts are written-off when the likelihood for collection is remote and/or when we believe collection efforts have been fully exhausted and we do not intend to devote any additional efforts in an attempt to collect the receivable. We adjust our allowance for doubtful accounts balance on a quarterly basis.

Property and Equipment

Property and equipment are capitalized and stated at cost, and any additions, renewals or betterments are also capitalized. Expenditures for maintenance and repairs are charged to earnings as incurred. If property or equipment are retired or otherwise disposed of, the related cost and accumulated depreciation are removed from our accounts, and any gain or loss is included in operations. Construction-in-progress is not depreciated until placed into service. Depreciation of property and equipment is provided using the straight-line method with estimated lives as follows:

Lease Accounting

In February 2016, the FASB issued Accounting Standards Update (ASU) No. 2016-02, Leases. ASU 2016-02 is effective for all interim and annual reporting periods beginning after December 31, 2018. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. The Company has adopted ASU 2016-02 on leases and has evaluated the impact of ASU 2016-02 on the Company’s financial statements and disclosures, and currently does not believe that its application has a material impact on the consolidated financial statements. As of September 30, 2022, the Company has no long-term leases, and pays for virtual office on a month-to-month basis.

Impairment of long-lived assets

We follow paragraph 360-10-05-4 of the FASB Accounting Standards Codification for long-lived assets. Our long-lived assets are required to be reviewed for impairment annually, or whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable.

We assess the recoverability of our long-lived assets by comparing the projected undiscounted net cash flows associated with the related long-lived asset or group of long-lived assets over their remaining estimated useful lives against their respective carrying amounts. Impairment, if any, is based on the excess of the carrying amount over the fair value of those assets. Fair value is generally determined using the asset’s expected future discounted cash flows or market value, if readily determinable. If long-lived assets are determined to be recoverable, but the newly determined remaining estimated useful lives are shorter than originally estimated, the net book values of the long-lived assets are depreciated over the newly determined remaining estimated useful lives.

Revenue recognition

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Codification (“ASC”) 606, Revenue From Contracts With Customers, originally effective for public business entities with annual reporting periods beginning after December 15, 2016. On August 12, 2015, the FASB issued an Accounting Standards Update (“ASU”), Revenue From Contracts With Customers (Topic 606): Deferral of the Effective Date, which deferred the effective date of ASC 606 for one year. ASC 606 provides accounting guidance related to revenue from contracts with customers. For public business entities, ASC 606 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. This new revenue recognition standard (new guidance) has a five-step process: a) Determine whether a contract exists; b) Identify the performance obligations; c) Determine the transaction price; d) Allocate the transaction price; and e) Recognize revenue when (or as) performance obligations are satisfied. The Company has implemented the five-step process in determining revenue recognition from contracts with customers.

Revenue is recognized in the period the services are provided over the contract period, normally one (1) to three (3) years. We invoice one-time startup and implementation costs, such as consolidating and uploading digital assets of the customer, upon completion of those services as one performance obligation and recorded as revenue when completed. Monthly services, such as internet access to software as a service (SaaS), hosting, and weekly backups are invoiced monthly as another performance obligation and recorded as revenue over time.

For the three and nine-months ended September 30, 2022 our revenue break-down from various sources was as follows:

Company Recognizes Contract Liability for Its Performance Obligation

Upon receipt of a prepayment from a customer, the Company recognizes a contract liability in the amount of the prepayment for its performance obligation to transfer goods and services in the future. When the Company transfers those goods and services and, therefore, satisfies its performance obligation to the customer, the Company will then recognize the revenue.

Income taxes

We follow Section 740 Income Taxes of the FASB Accounting Standards Codification, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the fiscal year in which the temporary differences are expected to be recovered or settled. Deferred tax assets are reduced by a valuation allowance to the extent our management concludes it is more likely than not that the assets will not be realized. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

We adopted section 740-10-25 of the FASB Accounting Standards Codification (“Section 740-10-25”) with regard to uncertainty in income taxes. Section 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under Section 740-10-25, we may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Section 740-10-25 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. We had no material adjustments to our assets and/or liabilities for unrecognized income tax benefits according to the provisions of Section 740-10-25.

Stock-Based Compensation

We record stock-based compensation in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, which requires us to measure the cost for any stock-based employee compensation at fair value and recognize the expense over the related service period. We recognize the fair value of stock options, warrants, and any other equity-based compensation issued to employees and non-employees as of the grant date. We use the Black Scholes model to measure the fair value of options and warrants.

Net Income (Loss) Per Common Share

Earnings per Share - Basic earnings per share are calculated by dividing net income (loss) available to stockholders by the weighted-average number of common shares outstanding during each period. Diluted earnings per share are computed using the weighted average number of common and dilutive common share equivalents outstanding during the period. Under ASC 260-10-45-16, the calculation of diluted earnings per share, the numerator should be adjusted to add back any convertible dividends and the after-tax amount of interest recognized in the period associated with any convertible debt. The denominator should include the number of additional common shares that would have been outstanding if the dilutive potential common shares had been issued. Please refer to the below table for additional details:

The Calculations of basic and diluted earnings per share for the three and nine months ended September 30, 2022 and 2021 are:

Research and Development

We expense all our research and development operations and activities as they occur. During the nine month period ended September 30, 2022 we incurred total expenses of $74,125 for research and development. In comparison, during the nine month period ended September 30, 2021 we incurred total expenses of $375,154 for research and development. Such costs related to software development are included in research and development expense until the point that technological feasibility is reached, which for our software products, is generally shortly before the products are released to production. Once technological feasibility is reached, such costs are capitalized and amortized to cost of revenue over the estimated lives of the products.

Advertising Costs

We expense marketing and advertising costs as incurred. Marketing and advertising expenses for the nine month period ended September 30, 2022 and 2021 were $12,277 and $71,624, respectively. The costs are included in the sales and marketing expenses on the consolidated statement of operations.

Recently Issued Accounting Pronouncements

Recent accounting pronouncements issued by the FASB, the AICPA, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on our present or future financial statements.

NOTE 2 -- GOING CONCERN

Our consolidated financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. Our ability to continue as a going concern is contingent upon our future ability to achieve and maintain profitable operations, and to raise substantial additional capital as required until we attain profitable operations.

At September 30, 2022, we had a working capital deficiency of $3,832,869 and an accumulated deficit of $31,994,691 and the Company had an operating loss of $514,268 for the nine months ended September 30, 2022. These conditions raise substantial doubt about our ability to continue as a going concern for a period of 1 year from the issuance date of this report. These unaudited interim financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might result from this uncertainty.

Our ability to continue as a going concern depends on our ability to raise significant additional funds. The Company is attempting to raise such funds through private placements of its equity (including preferred) or debt (including convertible debt) securities, but there can be no assurance any such future funds will become available to us. Unless we can raise additional significant working capital, our business plan most likely will not succeed.

NOTE 3 -- FAIR VALUE OF FINANCIAL INSTRUMENTS

FASB ASC Topic 820 requires disclosure of and defines fair value of financial instruments, and also establishes a three-level valuation hierarchy for these disclosures. The carrying amounts reported in a balance sheet for receivables and current liabilities qualify as financial instruments and are a reasonable estimate of their fair values because of the short period of time between their origination and their expected realization and their current market rate of interest. The three levels of valuation hierarchy for fair value determinations are defined as follows:

Level 1 inputs include quoted prices for identical assets or liabilities in active markets.

Level 2 inputs include observable quoted prices for similar assets and liabilities in active markets, and quoted prices for identical assets or liabilities in inactive markets.

Level 3 inputs include one or more unobservable inputs which we have assessed and assumed that market participants would use in pricing the asset or liability.

The following table represents the Company’s assets and liabilities by level measured at fair value on a recurring basis at September 30, 2022:

The following assets and liabilities are measured on the consolidated balance sheets at fair value on a recurring basis utilizing significant unobservable inputs or Level 3 assumptions in their valuation. The following table provides a reconciliation of the beginning and ending balances of the liabilities:

All gains and losses on assets and liabilities measured at fair value on a recurring basis and classified as Level 3 within the fair value hierarchy are recognized in other interest and expense in the accompanying financial statements.

The derivative liability relating to the beneficial conversion feature of our convertible notes payable was $95,307 at September 30, 2022 and was computed using the following variables:

Derivative Instruments

The Company accounts for derivative instruments in accordance with Accounting Standards Codification 815, Derivatives and Hedging (“ASC 815”), which establishes accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities. They require that an entity recognize all derivatives as either assets or liabilities in the balance sheet and measure those instruments at fair value.

If certain conditions are met, a derivative may be specifically designated as a hedge, the objective of which is to match the timing of gain or loss recognition on the hedging derivative with the recognition of (i) the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk or (ii) the earnings effect of the hedged forecasted transaction. For a derivative not designated as a hedging instrument, the gain or loss is recognized in income in the period of change.

NOTE 4 – ACCOUNTS RECEIVABLE

Our accounts receivable at September 30, 2022 and December 31, 2021 consisted of the following:

NOTE 5 – NOTES RECEIVABLE

The Company had no notes receivable balance, due to an allowance for doubtful accounts, at September 30, 2022 and December 31, 2021.

Termination of Continuity Logic Merger and Subsequent Settlement - In late 2018 the Company entered into a Merger Agreement with Continuity Logic, L.L.C., a New Jersey limited liability company (the “Continuity Logic Merger”) to effect a merger which would have resulted in our shareholders as a group and the equity holders of Continuity Logic as a group each owning 50% of the post-merger combined companies. A key provision of this Continuity Logic Merger provided that the parties and their representatives were required to raise enough working capital to support the post-merger funding requirements of the combined companies, and also that the merger be completed by December 31, 2018. Accordingly, in February 2019 Continuity Logic terminated this merger since it was not consummated by December 31, 2018. The Company no longer has any relationship or involvement with the business or future prospects of Continuity Logic.

While the Continuity Logic Merger was pending, the Company made various bridge loans to Continuity Logic for working capital, of which a total balance of $905,500 has been long overdue and is still outstanding. These loans matured on August 31, 2019, bear interest at 6% per annum, and a substantial portion of the Notes is secured by a first-priority perfected security interest on the accounts receivable of Continuity Logic. The termination of the Continuity Logic Merger did not change or affect the continuing obligation of Continuity Logic to satisfy the payment of these loans to the Company. The Company took a reserve as of December 31, 2019 of the entire $905,500 plus accrued interest against the balance of these notes receivables.

Under a court approved settlement agreement dated June 28, 2021, which Continuity Logic LLC has satisfied its obligations within the time periods specified in the settlement agreement and made payments totaling $567,993 for the year ended December 31, 2021, all of which was received in the third quarter. The Company recorded a gain on this settlement of $567,993 for the year ended December 31, 2021.

Continuity Logic LLC was also required to pay the balance of the Company’s unsecured claim plus additional accrued interested by April 30, 2022. Continuity Logic LLC satisfied all the required obligations of the settlement agreement by making payments totaling $431,040 in the second quarter of 2022. Subsequently, both companies entered into a mutual release.

NOTE 6 – PROPERTY AND EQUIPMENT

Property and equipment, stated at cost, less accumulated depreciation, consists of the following at September 30, 2022 and December 31, 2021.

The Construction in Process relates to our investment in the build-out of the ASC in Ft. Myers.

We recorded no depreciation expense in the period ended September 30, 2022.

NOTE 7 – INTANGIBLE ASSETS AND GOODWILL

Intangible assets and goodwill, less accumulated amortization, consists of the following at September 30, 2022 and December 31, 2021.

Our intangible assets will be amortized over three to seven years and will be fully amortized at various times from 2024 to 2026. Amortization expense for the remainder of 2022, 2023, 2024, 2025 and 2026 is estimated to be $54,217, $216,866, $110,066, $18,146, and $2,700, respectively.

Amortization expense for the ended September 30, 2022 was $162,649.

A summary of the Company’s goodwill consists of the following as of September 30, 2022 and December 31, 2021:

Impairment Testing of Goodwill

Goodwill is tested annually for impairment during the fourth quarter or earlier upon the occurrence of certain events or substantive changes in circumstances that indicate goodwill is more likely than not impaired.

The Company recorded a goodwill impairment expense totaling $8,800 during the nine month ending September 30, 2022.

NOTE 8 – NOTES PAYABLE

At September 30, 2022, we were indebted under various convertible and non-convertible Notes payable of $2,051,755, net of debt discount of $100,169. Such notes payable consist of the following:

The Company also committed to issue the owner of Score Inc. an additional unsecured convertible note payable by March 31, 2023 equal to Score’s average gross revenue during the calendar years ending 2021 and 2022. The unsecured note is convertible into not more than 10 million shares of common stock of Fision at USD $0.20 per share. The Company has accounted for this contingent liability at fair value and recorded it as Contingent liability – Scorein.com acquisition on the balance sheet and the fair value conversion feature as derivative (See Note 3). The balance of this contingent note payable is $358,671 as of September 30, 2022.

NOTE 9 – STOCKHOLDERS’ EQUITY (DEFICIT)

The Company is authorized to issue 500,000,000 shares of common stock and 20,000,000 shares of preferred stock, both having $0.0001 par value per share. At September 30, 2022, there were 462,878,589 outstanding shares of common stock and no outstanding shares of preferred stock.

As of September 30, 2022, the Company has committed to issue 1,027,246,388 shares of common stock including shares currently outstanding and shares committed through debt conversion features and warrants, which is 527,246,388 shares over the authorized limit. These commitments include 30,200,000 out of the money warrants.

Director services – During the nine month period ended September 30, 2022, we issued a total of 3,750,000 restricted common shares valued at $27,825 to our directors for their services. Each director received 750,000 shares (250,000 shares per quarter).

NOTE 10 – RELATED PARTY TRANSACTIONS

As of September 30, 2022, the Company has advanced $184,078 to CMS, an affiliate of one of our directors, for expenses related to fund raising activities for our ASC project. The balance is offset by $55,047 of expenses that CMS paid on behalf of the Company related to its day-to-day operations. See Note 11 below related to MGA Holdings LLC, which is also an affiliate of CMS and one of our directors.

As of September 30, 2022, the Company has related party debt including the Score contingent liability totaling $975,596 due to current directors or their affiliates. See Note 8 above. Additionally, one of our directors has advanced $78,629 to cover operating expenses of our Score subsidiary.

During the nine month period ended September 30, 2022 and 2021, we issued a total of 3,750,000 and 3,664,444, respectively, shares of our restricted common stock to our directors for board services. See Note 9 above.

NOTE 11 – COMMITMENTS & CONTINGENCIES

The Company is party to a contingent liability in relation to the acquisition of Score Inc. By March 31, 2023, the Company is required to issue the previous owner of Score Inc an unsecured promissory note in an amount equal to Score’s average gross revenue during calendar years ending 2021 and 2022, which will be convertible into not more than 10 million shares of common stock of Fision at USD $0.20 per share and will contain the usual and customary protections and adjustments for future corporate actions, including but not limited to pricing adjustments for reverse stock splits. The Company has recorded this contingent liability as a long-term related party note payable in the balance sheet at an estimate fair value of $358,671 as of September 30, 2022.

Maria Frueh v. Fision Corporation v. MGA Holdings LLC v. Richard Frueh

In November 2020, Maria Frueh, one of two members of MGA Holdings LLC, filed this derivative action arising out of a loan to the Company for $82,500 made in 2018 with a maturity date in 2019. She alleged the loan was in default and sought on behalf of MGA to collect the loan. William Gerhauser, a substantial shareholder of the Company and the other member of MGA was at all relevant times President of MGA. Plaintiff did not assert any claims against Mr. Gerhauser. MGA filed a third-party claim against Richard Frueh, the plaintiff’s husband, for his interference with MGA, including interference with the loan repayment by the Company. In March 2021 at the request of MGA, the Company agreed to convert the amount due under the Note (including interest bringing the total to $98,451) into 3,281,667 shares of the Company stock issued to MGA. Plaintiff moved for and on July 12, 2022 obtained summary judgment even though the loan had been paid in full in Company stock. The Company has appealed that decision to the District Court of Appeal for the Second Circuit, where it remains pending under the caption Fison Corporation v. Frueh, Case No: 2D22-2517. A date for the decision on appeal cannot be predicted. Given the summary judgment and the uncertainty surrounding the outcome of the appeals process, the Company has recorded a liability in the amount of $106,512.30 related to this matter as of the date of July 12, 2022.

Ft. Myers ASC LLC Lease.

On October 16, 2020 Ft. Myers ASC LLC (now wholly owned by the Company) (the “Tenant”) entered into a lease with 3033 Winkler Avenue LLC (the “Landlord”) for premises at which to construct an Ambulatory Surgical Center (“ASC”) in Naples, FL. Tenant has put Landlord on notice of default under the lease by failing to deliver possession of the premises and its failure to deliver the correct plans for the premises that the Tenant needed to secure the appropriate construction permits for the tenant improvements, which also delayed matters and increased our costs. The Landlord also failed to disclose the existence of any encumbrances on the property despite repeated requests. The Company and the Tenant were not able to amicably resolve the disputes with the Landlord and the Tenant filed a lawsuit to declare the rights of the parties under the lease was filed In the Circuit Court in and for Lee County, Florida at Case No. 23-CA-005871 on April 20, 2023

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

There are certain statements in this Quarterly Report on Form 10-Q that are not historical facts. These “forward-looking statements” can be identified by terminology such as “believe,” “may,” “intend,” “plan,” “will,” “could,” “expect,” estimate,” “strategy,” and similar expressions. These forward-looking statements are subject to material risks and uncertainties that are beyond our control. Although our management believes that the assumptions underlying these forward-looking statements are reasonable, they do not assure or guarantee our future performance. Our actual results could differ materially from those contemplated by these forward-looking statements. The assumptions used for these forward-looking statements require considerable exercise of judgment, since they represent estimates of future events and are thus subject to material uncertainties involving possible changes in economic, governmental, industry, marketplace, and other circumstances. To the extent any assumed events do not occur, the outcome may vary materially and worse from our anticipated or projected results. In light of these risks and uncertainties, there can be no assurance that the results and events contemplated by these forward-looking statements will in fact transpire. You are cautioned to not place undue reliance on these forward-looking statements, which speak only as of their dates. We do not undertake any obligation to update or revise any forward-looking statements. Before determining to make an investment in any of our securities, you should read and consider specific Risk Factors set forth in our Annual Report on Form 10-K for the year ended December 31, 2021.

ITEM 2 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Recent Status of the Company

In order to fund and conduct our business over the past few years, we relied significantly on working capital obtained from private sales of our equity and convertible debt securities to various accredited investors. Due primarily to our continued substantial operating losses for the past several years, we recently have been unable to continue raising such working capital as needed to support adequately our business plan for future growth. And unless we are able to raise needed substantial additional funding to achieve significant future revenue growth, our current business model most likely will not succeed.

The board is exploring raising more working capital through the issuance of common and preferred stock. We have engaged an investment banking firm that specializes in health care to advise on the appropriate structure and to assist raising capital.

Effective September 18, 2022, the Board of Directors of registrant FISION Corporation, a Delaware corporation (“FISION”) removed William Gerhauser as the Chief Executive Officer of FISION, and concurrent and immediately effective thereto, the Board of Directors appointed John Bode as Interim Chief Executive Officer to serve until his successor is appointed or elected. Mr. Bode is currently a director of FISION and will continue to serve on its Board of Directors. Michael Brown, a director of FISION, was also appointed as Chairman of the Board of Directors of FISION effective immediately.

The Board of Directors had previously appointed William Gerhauser chief executive officer on November 19, 2021. Previous to this appointment, our management consisted of our four directors Michael Brown, William Gerhauser, John Bode (independent), and Gregory Nagel (independent). Michael Brown served as our principal executive. Joshua Carmona was appointed Director and Chief Operating Officer upon the completion of the acquisition of Scoreinc.com on May 30, 2021. Mr. Gerhauser is the 100% owner of Capital Markets Solutions, LLC (“CMS”) through which the Company was managed by two executives under the terms of a Consulting Agreement between us and CMS. When this CMS Consulting Agreement expired in March 2020, the two CMS executives managing the Company resigned all management positions with the Company.

Over the past two years, we have increased fixed cost cutting measures through outsourcing administrative, marketing and development functions to help manage working capital. At this time, we also no longer lease any office, administrative or operational facilities other than a “virtual” office location in Minneapolis on a monthly basis.

Acquisition to Engage in Medical Ambulatory Surgery Center (“ASC”) Business

In November 2020, the Company entered into an agreement to acquire 100% of the equity membership interests of two Florida limited liability companies from Capital Market Solutions, LLC (“CMS”), which are Ft Myers ASC LLC (“Ft Myers ASC”) and ASC SoftDev LLC (“SoftDev”), in exchange for the reimbursement of up to $200,000 of related out of pocket expenses. These two LLCs were organized by CMS in the fall of 2020 to engage in the development and operation of a medical Ambulatory Surgery Center. Our agreement with CMS for this acquisition was set forth in full as Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on November 19, 2020.

CMS is an affiliate of the Company and its largest shareholder, and is controlled by William Gerhauser, a director of the Company. This acquisition and its terms were specifically considered and approved by our two independent and disinterested directors, who also were advised by independent outside legal counsel. Neither Mr. Gerhauser nor any other representative of CMS participated in the vote of our Board of Directors to approve this acquisition. (See Note 11).

Fort Myers ASC was formed for the purpose of owning and operating in Ft Myers, Florida an Ambulatory Surgery Center, a medical facility specializing in elective same-day or outpatient surgical procedures, not including emergency surgery.

SoftDev was formed for the purpose of developing software applications to support the medical procedures and operations of Ambulatory Surgery Centers, including Ft Myers ASC and others. SoftDev has engaged experienced software development consultants and others to assist in the development of its proprietary software platform and other business operations, including Rubicon Software Ltd. We expect to have completed our proprietary Ambulatory Surgery Center software platform applications prior to opening our Ft Myers Ambulatory Surgery Center.

Acquisition of Score

On April 1, 2021, the Company entered into a Memorandum of Understanding (“MOU”) with Scoreinc.com, Inc., a Puerto Rico Corporation (“Score”) and Joshua Carmona (“Carmona”), an individual who owned 100% of Score. This MOU contained the material terms of the acquisition by the Company of 100% of Score including its subsidiaries. On May 30, 2021, the Company entered into a definitive Purchase and Sale Agreement (“PSA”) with Score, Carmona, and VIP Solutions, LLC (“VIP”), a subsidiary of Score, and pursuant to the PSA, the Company acquired 100% of Score to become a wholly owned subsidiary of Fision Corporation. The Company also acquired certain assets of VIP listed in the PSA. Score is an Act 73 company under Puerto Rico law that is in the enterprise software space and currently provides business to business solutions for approximately 100 US companies in the credit repair sector. Mr. Carmona owned 100% of Score capital stock free and clear of all liens and encumbrances of any kind, and VIP owned its assets acquired by the Company free and clear of all liens and encumbrances of any kind.

For accounting and general purposes, the date of acquisition of Score was considered to be the May 30, 2021 date of the PSA, although the final closing occurred in August 2021 only after a required certified audit of Score’s business operations and financial position was completed and accepted by the Company.

In consideration for this acquisition of Score, we issued to Carmona a Senior Secured Promissory Note for $500,000 substantially in the form attached as Exhibit 1 of the PSA, convertible into not more than ten (10) million shares of common stock of the Company at the higher of USD $0.05 per share or at the volume weighted average price (VWAP) over the last 10 trading days prior to conversion. The Company will also issue to Carmona not later than March 31, 2023 a second, unsecured promissory note in a form satisfactory to the Company and Carmona in an amount equal to Score’s average gross revenue during calendar years ending 2021 and 2022, which will be convertible into not more than 10 million shares of common stock of the Company at USD $0.20 per share and will contain the usual and customary protections and adjustments for future corporate actions, including but not limited to pricing adjustments for reverse stock splits. We also appointed Carmona as a member of our Board of Directors and as our Chief Technology Officer. In 2022, Carmona expanded his duties to include the oversight of the Fision technology infrastructure. His compensation for these services was set at $60,000 per year paid monthly and $12,500 quarterly in shares of restricted common stock of Fision based on the greater of the stock price on the last trading day of each calendar quarter or $0.05 per share.

Background.

FISION Corporation (the “Company”) was incorporated in Delaware in 2010 under a former name, and conducted no active business operations until December 2015 when the Company merged with Fision Holdings, Inc., (“Minnesota Fision”) an operating Minnesota corporation based in Minneapolis. As a result of this 2015 Merger, Fision Holdings, Inc. became our wholly-owned subsidiary, and control of the Company was acquired by the pre-merger shareholders of Fision Holdings, Inc.

In connection with this 2015 Merger, we issued an aggregate of 28,845,090 shares of our common stock to the former shareholders of Minnesota Fision,and also issued derivative securities to holders of Minnesota Fision outstanding options and warrants to purchase an aggregate of 3,868,575 additional shares of our common stock. As a result of this 2015 Merger, our pre-merger shareholders plus holders of our pre-merger derivative securities held less than five percent (5%) of our total combined post-merger outstanding common stock plus reserved common stock for all derivative securities. The 2015 Merger was accounted for as a “reverse merger” and recapitalization. Accordingly, for financial reporting purposes, our Minnesota Fision subsidiary was the acquirer, and the Delaware parent was the acquired company.

When used in this report, the terms “the Company,” “Fision,” “we,” “us,” and “our,” refer to FISION Corporation, a Delaware corporation and our wholly-owned operating subsidiary Fision Holdings, Inc., a Minnesota corporation.

We are an Internet platform technology company providing cloud-based software solutions to automate the marketing functions and activities of our customers and to provide credit repair tools to credit repair businesses. Our business is conducted through:

Under ASC SoftDev LLC, we are using certain attributes of the two existing software platforms of the Company to assist in building and creating a new software platform to assist the efficiencies of the ASC ambulatory surgery center operations.

Under Fort Myers ASC LLC, we are in the final stages of approval for the development and renovation for a four operating room orthopedic surgery center under the operating name Total Joint Orthopedic Surgery Center in Fort Myers, Florida.

Business of Company

We are an Internet platform technology company providing cloud-based software solutions to automate the marketing functions and activities of our customers and to provide credit repair tools to credit repair businesses. Our business is conducted through:

Under ASC SoftDev LLC, we are using certain attributes of the two existing software platforms of the Company to assist in building and creating a new software platform to assist the efficiencies of the ASC ambulatory surgery center operations.

Under Fort Myers ASC LLC, we are in the final stages of approval for the development and renovation for a four operating room orthopedic surgery center under the operating name Total Joint Orthopedic Surgery Center in Fort Myers, Florida.

Our Customers – Our potential customer base is global and virtually unlimited, since our software solutions are totally cloud-based and readily scalable, and include a multitude of digital tools and solutions which can provide significant benefits to our customers on both platforms. We have received substantial recurring revenues from our primary customers for many years, and we regard our high percentage of recurring revenues to be particularly significant to our marketing strategy which emphasizes long-term relationships with our customers.

Cloud-Based Platform – Storage and operation of our software solutions platform along with the digital marketing and sales assets and related data of our customers are outsourced by us to reside and take place in the digital “cloud.” Providers of cloud services are typically referred to as “virtual servers” since they provide all digital data storage and software application services to their clients. Our cloud service provider is Microsoft’s Azure Cloud, which leading cloud-based platform offers readily scalable, high quality and secure cloud services capable of satisfying any increasing demand or changing circumstances in the needs of our customers or us.

We regard the hosting of our software applications, the ready digital cloud interface with our customers, and the storage of unlimited customer data provided by our premier cloud provider as being crucial to our operating strategy. Our major savings in expensive computer equipment, high salaried technology personnel, and costly security measures through our use of Microsoft’s cloud is vital to our cost of doing business. Moreover, we believe that our experienced and leading cloud provider is more effective in delivering our software solutions to our customers than we could perform in any event.

Research and Development – The Company has committed substantial financial, personnel and other resources toward research and development efforts and activities related to the integration, commercialization and improvement of the Company’s proprietary software platforms. We currently leverage both an in-house development team and outsourced consultants to assist in achieving our research and development objectives.

Our Industry – We have marketed and licensed our software products and services in the agile marketing segment of the broad software-as-a-service (SaaS) industry, with virtually all our revenues derived from our proprietary cloud-based marketing software platforms;.

Employees – We currently employ 5 employees through our Scoreinc.com subsidiary. We currently intend to hire additional human resources in Florida to assist in the administration and execution of our strategy related to the ASC development.

Outsourcing – We currently outsource our software platform maintenance and operations and our accounting and administrative functions to various experienced independent contractors. We believe that the software and other services provided by our outsourced contractors are adequate to service our current customers as required and to maintain our corporate functions in a professional manner.

Revenue Model

Our revenue model is primarily based on prescribed software licensing fees received by us on a regular monthly basis from customers which are under written licensing agreements with us. Because of the long-term nature and the substantial expense commitment required by each new customer to enter into a binding licensing agreement with us, the sales cycle involved in our revenue model is quite lengthy. Accordingly, the unpredictable and different timing involved from customer to customer to procure our licensing contracts has prevented us from receiving consistent overall revenues or accurately forecasting our future revenue stream.

We generate our revenues primarily from recurring monthly payments from customers having a license from one to three years to access and use our proprietary marketing software platform, which payments include fees based on actual use of the Fision platform. We also receive from each new customer a prescribed one-time set-up and integration fee payable to us at the outset of the license. And we receive certain secondary fees from time to time for customized software development projects, and for processing emails for certain customers.

Marketing Model

We have marketed and licensed our proprietary software products primarily through direct sales by our management and other in-house personnel, and also secondarily through experienced and recognized independent sales agencies. We generate our revenues primarily from such software licensing contracts, and we currently have nine (6) licensed customers using our Fision platform. We market and sell our products and services in the marketing software segment of the broader software-as-a-service (SaaS) industry.

Intellectual Property (IP)

In 2017, we were granted Patent No. US 9,639,551 B2 from the United States Patent and Trademark Office (USPTO), and in 2018 we were granted Patent No. US 9,984,094 B2 from the USPTO, and another granted Patent in 2019 Patent No. US 10,235,380 B2, from the USPTO which were titled “Computerized Sharing of Digital Asset Localization Between Organizations.” We also have an additional patent claim involving our software technology filed and pending with the USPTO.

Inflation and Seasonality

We do not consider our operations and business to be materially affected by either inflation or seasonality.

Litigation

Maria Frueh v. Fision Corporation v. MGA Holdings LLC v. Richard Frueh

In November 2020, Maria Frueh, one of two members of MGA Holdings LLC, filed this derivative action arising out of a loan to the Company for $82,500 made in 2018 with a maturity date in 2019. She alleged the loan was in default and sought on behalf of MGA to collect the loan. William Gerhauser, a substantial shareholder of the Company and the other member of MGA was at all relevant times President of MGA. Plaintiff did not assert any claims against Mr. Gerhauser. MGA filed a third-party claim against Richard Frueh, the plaintiff’s husband, for his interference with MGA, including interference with the loan repayment by the Company. In March 2021 at the request of MGA, the Company agreed to convert the amount due under the Note (including interest bringing the total to $98,451) into 3,281,667 shares of the Company stock issued to MGA. Plaintiff moved for and on July 12, 2022 obtained summary judgment even though the loan had been paid in full in Company stock. The Company has appealed that decision to the District Court of Appeal for the Second Circuit, where it remains pending under the caption Fison Corporation v. Frueh, Case No: 2D22-2517. A date for the decision on appeal cannot be predicted. Given the summary judgment and the uncertainty surrounding the outcome of the appeals process, the Company has recorded a liability in the amount of $106,512.30 related to this matter as of the date of July 12, 2022.

Ft. Myers ASC LLC Lease.

On October 16, 2020 Ft. Myers ASC LLC (now wholly owned by the Company) (the “Tenant”) entered into a lease with 3033 Winkler Avenue LLC (the “Landlord”) for premises at which to construct an Ambulatory Surgical Center (“ASC”) in Naples, FL. Tenant has put Landlord on notice of default under the lease by failing to deliver possession of the premises and its failure to deliver the correct plans for the premises that the Tenant needed to secure the appropriate construction permits for the tenant improvements, which also delayed matters and increased my client’s costs. The Landlord also failed to disclose the existence of any encumbrances on the property despite repeated requests. The Company and the Tenant were not able to amicably resolve the disputes with the Landlord and the Tenant filed a lawsuit to declare the rights of the parties under the lease was filed In the Circuit Court in and for Lee County, Florida at Case No. 23-CA-005871 on April 20, 2023.

Critical Accounting Policies and Estimates

 Principles of Consolidation

Regarding our wholly-owned subsidiaries, our financial statements are presented on a consolidated basis with all intercompany transactions and balances eliminated in consolidation.

Use of Estimates

The preparation of consolidated financial statements in conformity with generally accepted accounting principles 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 reported amounts of revenues and expenses during the reporting period. Accordingly, actual results could differ materially from those estimates and assumptions. Such estimates include management’s assessments of the carrying value of certain assets, useful lives of assets, derivative securities, fair value of financial instruments, and related depreciation and amortization methods applied.

Accounts Receivable

Accounts receivable related to the products and services sold are recorded at the time revenue is recognized and are presented on the balance sheet net of allowance for doubtful accounts. The ultimate collection of the receivable may not be known for several months after services have been provided and billed. We have established an allowance for doubtful accounts based upon factors pertaining to the credit risk of specific customers, analyses of current and historical cash collections, and the aging of receivables. Delinquent accounts are written-off when the likelihood for collection is remote and/or when we believe collection efforts have been fully exhausted and we do not intend to devote any additional efforts in an attempt to collect the receivable. We adjust our allowance for doubtful accounts balance on a quarterly basis.

Product Development and Support

We expense all our product development and support operations and activities as they occur. During the nine month period ended September 30, 2022 and 2021, we incurred total expenses of $74,125 and $375,154 for such development and support, respectively.

Property and Equipment

Property and equipment are capitalized and stated at cost, and any additions, renewals or betterments are also capitalized. Expenditures for maintenance and repairs are charged to earnings as incurred. If property and equipment are retired or otherwise disposed of, the related cost and accumulated depreciation are removed from our accounts, and any gain or loss is included in operations. Construction-in-progress is not depreciated until placed into service. Depreciation of property and equipment is provided using the straight-line method with estimated lives as follows:

Derivative Securities

We evaluate all of our agreements and financial instruments to determine if they contain features that qualify as embedded derivatives. For any derivative financial instruments accounted for as liabilities, they initially will be accounted for at fair value and if necessary re-valued at each reporting date, with any changes in fair value reported in our statements of operations. For any stock-based derivative financial instruments or securities, we use an option pricing model to value them at inception and on any subsequent valuation dates. The classification of derivative instruments, including whether they should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in our balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date.

Fair Value of Financial Instruments

FASB ASC Topic 820 requires disclosure of and defines fair value of financial instruments, and also establishes a three-level valuation hierarchy for these disclosures. The carrying amounts reported in a balance sheet for receivables and current liabilities qualify as financial instruments and are a reasonable estimate of their fair values because of the short period of time between their origination and their expected realization and their current market rate of interest. The three levels of valuation hierarchy for fair value determinations are defined as follows:

Level 1 inputs include quoted prices for identical assets or liabilities in active markets.

Level 2 inputs include observable quoted prices for similar assets and liabilities in active markets, and quoted prices for identical assets or liabilities in inactive markets.

Level 3 inputs include one or more unobservable inputs which we have assessed and assumed that market participants would use in pricing the asset or liability.

Revenue Recognition

Revenue is recognized in the period the services are provided over the contract period, normally one (1) to three (3) years. We invoice one-time startup and implementation costs, such as consolidating and uploading digital assets of the customer, upon completion of those services as one performance obligation and recorded as revenue when completed. Monthly services, such as internet access to software as a service (SaaS), hosting and weekly backups are invoiced monthly as another performance obligation and recorded as revenue over time.

Company Recognizes Contract Liability for Its Performance Obligation -- Upon receipt of a prepayment from a customer, the Company recognizes a contract liability in the amount of the prepayment for its performance obligation to transfer goods and services in the future. When the Company transfers those goods and services and, therefore, satisfies its performance obligation to the customer, the Company will then recognize the revenue.

Stock-Based Compensation

We record stock-based compensation in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, which requires us to measure the cost for any stock-based employee compensation at fair value and recognize the expense over the related service period. We recognize the fair value of stock options, warrants, and any other equity-based compensation issued to employees and non-employees as of the grant date. We use the Black Scholes model to measure the fair value of options and warrants.

Income Taxes

We account for income taxes in accordance with the asset and liability method of accounting for income taxes, whereby any deferred tax assets are recognized for deductible temporary differences and any deferred tax liabilities are recognized for taxable temporary differences. Deferred tax assets are reduced by a valuation allowance when, in the opinion of our management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.

Long-Lived Assets

We evaluate the recoverability of our identifiable intangible assets and other long-lived assets when events or circumstances indicate a potential impairment exists. In determining if an impairment exists, we estimate the undiscounted cash flows to be generated from the use and ultimate disposition of these assets. If impairment is indicated based on a comparison of the assets’ carrying values and the undiscounted cash flows, the impairment loss is measured as the amount by which the carrying amount of the assets exceeds their fair value.

Basic and Diluted Earnings Per Share

Earnings per share is calculated in accordance with ASC Topic 260, which provides that basic earnings per share is based on the weighted average number of common shares outstanding, and diluted earnings per share is based on the assumption that all dilutive convertible shares, options, and warrants were exercised. Dilution is computed by applying the treasury stock method, which provides that options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if the funds obtained thereby are used to purchase common stock at the average market price during the period.

Recently Issued Accounting Pronouncements

Recent accounting pronouncements issued by the FASB, the AICPA, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future financial statements

Results of Operations for the Three Months Ended September 30, 2022 and 2021

Revenue - Revenue was $155,049 for the quarter ended September 30, 2022 compared to revenue of $200,159 for the quarter ended September 30, 2021 a decrease of $45,110.

Cost of Goods Sold – Cost of goods sold for the quarter ended September 30, 2022 was $29,836 compared to cost of goods sold of $22,458 for the quarter ended September 30, 2021.

Gross Margin – Gross margin for the quarter ended September 30, 2022 was $125,213 compared to $177,701 for the quarter ended September 30, 2021.

Gross margin as a percentage of revenue was 81% for the second quarter of 2022 compared to 89% of revenue for the second quarter of 2021.

Operating Expenses – Operating expenses for the quarter ended September 30, 2022 were $318,316 compared to $696,674 for the quarter ended September 30, 2021. Sales and marketing expenses for the quarter ended September 30, 2022 were $2,761 compared to $65,187 for the quarter ended September 30, 2021. Development and support expenses for the quarter ended September 30, 2022 were $45,985 compared to $271,798 for the quarter ended September 30, 2021. General and administrative expenses for the quarter ended September 30, 2022 were $215,354 compared to $357,242 for the quarter ended September 30, 2021. Amortization of intangible assets for the quarter ended September 30, 2022 were $54,216 compared to $2,447 for the quarter ended September 30, 2021.

Operating Loss -- Operating loss for the quarter ended September 30, 2022 was $193,103 compared to $518,973 for the quarter ended September 30, 2021.

Other Income / (Expenses) – Other Income / (expenses) for the quarter ended September 30, 2022 was $(368,956) of other expense consisting of other expense of $(106,457), interest expense of $(51,868), amortization of debt discount of $(24,161), and a loss on the fair value of derivatives of $(186,470) compared to other income of $619,464 consisting of $95,781 gain on change in fair value of derivative liabilities and other income of $580,057, which primarily relates to the settlement and collection of the litigation with Continuity Logic, offset by interest expense of $(37,446) and debt amortization expense of $(18,928) in the prior year.

Net Income (Loss) – Our net loss for the quarter ended September 30, 2022 was $(562,059) compared to net income of $100,491 for the quarter ended September 30, 2021.

Results of Operations for the Nine Month Period Ended September 30, 2022 and 2021

Revenue - Revenue was $495,923 for the nine-month period ended September 30, 2022 compared to revenue of $565,621 for the same period in 2021 a decrease of $69,698.

Cost of Goods Sold – Cost of goods sold for the nine-month period ended September 30, 2022 was $98,686 compared to cost of goods sold of $71,691 for the same period in 2021 an increase of $26,995.

Gross Margin – Gross margin for the nine-month period ended September 30, 2022 was $397,237 compared to $493,930 for same period in 2021.

Gross margin as a percentage of revenue was 80% for the first nine months of 2022 compared to 87% of revenue for the same period in 2021.

Operating Expenses – Operating expenses for the nine month period ended September 30, 2022 were $911,505 compared to $1,431,546 for the nine-month period ended September 30, 2021. Sales and marketing expenses for the nine-month period ended September 30, 2022 were $12,277 compared to $71,624 for the same period in 2021. Development and support expenses for the nine-month period ended September 30, 2022 were $74,125 compared to $375,154 for the same period in 2021. General and administrative expenses for the nine-month ended September 30, 2022 were $653,654 compared to $974,982 for the same period in 2021. Amortization of intangible assets for the nine-month period ended September 30, 2022 were $171,449 compared to $9,786 for the same period in 2021.

Operating Loss -- Operating loss for the nine-month period ended September 30, 2022 was $514,268 compared to $937,616 for the same period in 2021.

Other Income / (Expenses) – Other Income / (expenses) for the nine-month period enned September 30, 2022 was $100,105 of other income consisting of a gain on the loan forgiveness of $27,435 and other income of $400,371, which primarily relates to receipt of the final payment under the Continuity Logic settlement offset by interest expense of $(137,355), amortization of debt discount of $(78,640), and a loss on the fair value of derivatives liabilities of $111,706,compared to other income of $4,026,769 consisting of $2,624,686 gain on change in fair value of derivative liabilities, $1,446,207 gain on extinguishment of debt and other income of $604,187, offset by interest expense of $(226,064), debt amortization expense of $(589,364) and bad debt expense related to interest on notes receivable of $(12,065) in the prior year.

Net Income (Loss) – Our net loss for the nine-month period ended September 30, 2022 was $(520,675) compared to net income of $3,089,153 for the nine-month period ended September 30, 2021.

Liquidity and Capital Resources

Our financial condition and future prospects critically depend on our access to financing in order to continue funding our operations. Much of our cost structure is based on costs related to personnel and facilities and is not subject to significant variability. In order to fund our operations and working capital needs, we have historically utilized loans from accredited investors (including directors and management), sales of our common stock and convertible debt securities to accredited investors (including directors and management), and issuances of common stock to satisfy outstanding debt and to pay for development, marketing, management, financial, professional and other services.

In order to attain material growth of our SaaS Fision and ScoreCEO platforms and progress with our ambulatory surgery center project, we will need to raise substantial additional capital through private or public offerings of equity or debt securities, or a combination thereof, and we may have to use a material portion of the capital raised to repay existing past due debt obligations. To the extent any capital raised is insufficient to satisfy operational working capital needs and meet any required debt payments, we will need to either extend, refinance or convert to equity our past due indebtedness, which there is no assurance we can accomplish.

At September 30, 2022 the Company had notes payable indebtedness, including related party indebtedness, totaling $2,051,755 and accounts payable and accrued expenses including accrued interest of $1,334,161. Certain information on our notes payable is set forth in Note 8 of the unaudited consolidated financial statements included in this quarterly report.

In order to fund and conduct our business over the past few years, we relied significantly on working capital obtained from private sales of our equity and convertible debt securities to various accredited investors. Due primarily to our continued substantial operating losses for the past several years, we recently have been unable to continue raising such working capital as needed to support adequately our business plan for future growth. And unless we are able to raise needed substantial additional funding to achieve significant future revenue growth, our current business model most likely will not succeed.

The board is exploring raising more working capital through the issuance of common and preferred stock. We have engaged an investment banking firm that specializes in health care to advise on the appropriate structure and to assist raising capital.

We may not be able to sell sufficient securities or otherwise obtain such financing when needed on terms acceptable to us, if at all. If further financing is not available, we may be forced to abandon certain business plans or even our entire business. Moreover, regarding any financing we may obtain, any equity or convertible debt financing would be dilutive to our shareholders, and any available debt financing may involve restrictive covenants.

Liquidity represents the ability of a company to generate sufficient cash to provide for its immediate needs for cash, which our continued losses have made it difficult for us to satisfy. As of September 30, 2022, we had $51,811 of cash and accounts receivable, and a working capital deficiency of $(3,726,357). Over the past few years we have continued to incur substantial losses without any material increase in liquid assets, which has caused a serious and harmful effect to our liquidity and a substantial strain on our ongoing business operations.

Along with our limited revenues, we have financed our operations to date through (i) loans from management and from financial and other lenders, including convertible debt (ii) stock-based compensation issued to employees and for consulting, outsourced software, and professional services, (iii) common stock issued to satisfy outstanding loans and accounts payable/accrued expenses, and (iv) equity sales of our common stock

Net Cash Provided by (Used In) Operating Activities – We had $266,193 of net cash provided by operating activities for the nine-month period ended September 30, 2022 compared to $(791,986) of net cash used in operating activities for the nine-month period ended September 30, 2021. The improvement in cash provided by (used in) operating activities was due primarily to the receipt of the final payment of the Continuity Logic settlement in 2022.

Net Cash Used In Investing Activities – During the nine-month period ended September 30, 2022, we spent $564,033 in construction costs for our surgery center project. During the nine-month period ended September 30, 2021, we collected $567,993 related to a note receivable.

Net Cash Provided by Financing Activities – During the nine-month period ended September 30, 2002, we repaid notes payable totaling $108,500 and had proceeds from the issuance of notes payable to related parties of $60,000. During the nine-month period end September 30, 2021, we had $261,900 of cash provided by financing activities including $55,000 from the issuance of notes payable, proceeds from related party notes and proceeds from the exercise of warrants for cash of $216,109 offset by $(9,209) of cash used by financing activities related to repayments fir related party notes and line of credit.

Convertible Note Financing

For the past few years, a majority of our financing has consisted of convertible notes sold to accredited investors in private transactions. During the nine-month period ended September 30, 2022 and 2021, we raised $60,000 and $55,000, respectively, through issuance of convertible notes.

Going Concern

Our financial statements contained in this quarterly report have been prepared on a going concern basis, which contemplates and implies that we will continue to realize our assets and satisfy our liabilities and commitments in the normal course of business. For the nine- months ended September 30, 2022, we incurred an operating loss of $(514,268) and our accumulated deficit as of September 30, 2022 is $31,994,691. These adverse financial conditions raise substantial doubt about our ability to continue as a going concern. Our financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or the amounts and classification of liabilities, which might be necessary if we are unable to continue as a going concern.

Off-Balance Sheet Arrangements

We have no off-balance sheet items as of September 30, 2022, or as of the date of this report.

ITEM 3 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not applicable

ITEM 4 CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed pursuant to the Securities Exchange Act of 1934 (“Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that such information is accumulated and communicated to our management, including our Chief Executive Officer and our Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure. In designing and evaluating these disclosure controls and procedures, our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their desired objectives. Our management will apply its best judgment in evaluating the cost-benefit relationship of any disclosure controls and procedures adopted by us.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Moreover, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate due to changes in conditions, or that the degree of compliance with the policies and procedures may deteriorate. The design of our disclosure controls and procedures must reflect the fact that we will face personnel and financial restraints for some time, and accordingly the benefit of such controls must be considered relative to their costs.

Management’s Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of our financial statements for external purposes in accordance with generally accepted accounting principles. Our internal control over financial reporting is being designed to include policies and procedures that are intended to:

Our management assessed the effectiveness of our internal control over financial reporting as of September 30, 2022. In making this assessment, our management applied the integrated framework and criteria which has been developed and set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) (revised 2013). This assessment included an evaluation of the design and procedures of our control over financial reporting. Based on this evaluation, our management concluded that as of September 30, 2022 our internal control over financial reporting was not effective due to certain material weaknesses. These identified material weaknesses included (i) an insufficient accounting staff; and (ii) limited checks and balances in processing cash and other transactions.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting during the period ended September 30, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II -- OTHER INFORMATION

ITEM 1 LEGAL PROCEEDINGS

Maria Frueh v. Fision Corporation v. MGA Holdings LLC v. Richard Frueh

In November 2020, Maria Frueh, one of two members of MGA Holdings LLC, filed this derivative action arising out of a loan to the Company for $82,500 made in 2018 with a maturity date in 2019. She alleged the loan was in default and sought on behalf of MGA to collect the loan. William Gerhauser, a substantial shareholder of the Company and the other member of MGA was at all relevant times President of MGA. Plaintiff did not assert any claims against Mr. Gerhauser. MGA filed a third-party claim against Richard Frueh, the plaintiff’s husband, for his interference with MGA, including interference with the loan repayment by the Company. In March 2021 at the request of MGA, the Company agreed to convert the amount due under the Note (including interest bringing the total to $98,451) into 3,281,667 shares of the Company stock issued to MGA. Plaintiff moved for and on July 12, 2022 obtained summary judgment even though the loan had been paid in full in Company stock. The Company has appealed that decision to the District Court of Appeal for the Second Circuit, where it remains pending under the caption Fison Corporation v. Frueh, Case No: 2D22-2517. A date for the decision on appeal cannot be predicted. Given the summary judgment and the uncertainty surrounding the outcome of the appeals process, the Company has recorded a liability in the amount of $106,512.30 related to this matter as of the date of July 12, 2022.

Ft. Myers ASC LLC Lease.

On October 16, 2020 Ft. Myers ASC LLC (now wholly owned by the Company) (the “Tenant”) entered into a lease with 3033 Winkler Avenue LLC (the “Landlord”) for premises at which to construct an Ambulatory Surgical Center (“ASC”) in Naples, FL. Tenant has put Landlord on notice of default under the lease by failing to deliver possession of the premises and its failure to deliver the correct plans for the premises that the Tenant needed to secure the appropriate construction permits for the tenant improvements, which also delayed matters and increased our costs. The Landlord also failed to disclose the existence of any encumbrances on the property despite repeated requests. The Company an2 the Tenant were not able to amicably resolve the disputes with the Landlord and the Tenant filed a lawsuit to declare the rights of the parties under the lease was filed In the Circuit Court in and for Lee County, Florida at Case No. 23-CA-005871 on April 20, 2023.

ITEM 1A RISK FACTORS

In addition to the other information set forth in this September 30, 2022 Form 10‑Q, the factors discussed in Part I – Item 1A. “Risk Factors” in our 2021 Form 10‑K could materially affect our business, financial condition, or operating results. The risks described in our 2021 Form 10‑K are not the only risks facing us. There are additional risks and uncertainties not currently known to us or that we currently deem to be immaterial, that may also materially adversely affect our business, financial condition, or operating results.

ITEM 2 UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Unregistered sales of our equity securities in the third quarter of our fiscal year ended September 30, 2022 are as follows:

Director Services - In the quarter ended September 30, 2022, we issued a total of 1,250,000 restricted common shares to our five directors in consideration for director services provided by them.

The issuances of all of our securities in the foregoing unregistered transactions were exempt from registration under the Securities Act of 1933, as amended, in reliance on the exemption under Section 4(a)(2) of the Securities Act.

ITEM 3 DEFAULTS UPON SENIOR SECURITIES

Not applicable.

ITEM 4 MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5 OTHER INFORMATION

None.

ITEM 6. EXHIBITS

(a) The exhibits filed as part of this September 30, 2022 Form 10-Q are listed below:

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.