FISION (FSSN) 10-Q 22 May 19 2019 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2019	May 22, 2019
Document And Entity Information
Entity Registrant Name	FISION Corp
Entity Central Index Key	0001487931
Document Type	10-Q
Document Period End Date	Mar. 31, 2019
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Non-accelerated Filer
Entity Common Stock, Shares Outstanding		111,648,147
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2019
Entity Emerging Growth Company	false
Entity Small Business	true

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEET - USD ($)	Mar. 31, 2019	Dec. 31, 2018
Current Assets:
Cash	$ 47,849	$ 121,900
Accounts receivable, net	34,689	19,498
Notes receivable	817,674	811,234
Prepaid expenses	31,536	31,955
Total Current Assets	931,748	984,587
Property and equipment, net	5,818	6,599
Other Assets:
Goodwill	13,800	13,800
Intellectual property/software code, net of accumulated amortization	50,152	52,598
Deposits	8,053	8,053
Total Assets	1,009,571	1,065,637
Current Liabilities:
Accounts payable, accrued expenses and other current liabilities	1,020,859	856,096
Customer advances	135,665	181,469
Derivative liability	948,529	1,480,978
Note payable and accrued interest - related party	462,881	284,377
Notes payable, net of debt discount of $477,415 and $1,050,602 respectively	623,091	590,636
Total Current Liabilities	3,191,025	3,393,556
Long-Term Liabilities:
Long-Term Convertible Notes Payable, net of debt discount of $462,045 and $541,275 respectively	443,955	607,725
Total Long-Term Liabilities	443,955	607,725
Total Liabilities	3,634,980	4,001,281
Stockholders' Equity (Deficit):
Preferred Stock, $0.0001 Par value, 20,000,000 shares authorized, no shares issued and outstanding
Common Stock, $0.0001 Par value, 500,000,000 shares authorized 78,363,863 and 67,454,276 shares issued and outstanding, respectively	7,836	6,745
Additional paid in capital	20,866,321	19,572,322
Accumulated deficit	(23,499,566)	(22,514,711)
Total Stockholders' Equity (Deficit)	(2,625,409)	(2,935,644)
Total Liabilities and Stockholders' Equity	$ 1,009,571	$ 1,065,637

CONDENSED CONSOLIDATED BALANC_2

CONDENSED CONSOLIDATED BALANCE SHEET (Parenthetical) - USD ($)	Mar. 31, 2019	Dec. 31, 2018
Current Liabilities:
Notes payable, net of debt discount	$ 477,415	$ 1,050,602
Long-Term Liabilities:
Long-Term convertible notes payable, net of debt discount	$ 462,045	$ 541,275
Stockholders' Equity:
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	20,000,000	20,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	500,000,000	500,000,000
Common stock, shares issued	78,363,863	67,454,276
Common stock, shares outstanding	78,363,863	67,454,276

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Condensed Consolidated Statements Of Operations
REVENUE	$ 133,153	$ 126,880
COST OF SALES	20,977	22,059
GROSS MARGIN	112,176	104,821
OPERATING EXPENSES
Sales and marketing	166,965	212,380
Development and support	148,638	173,132
General and administrative	316,197	452,421
TOTAL OPERATING EXPENSES	631,800	837,933
OPERATING LOSS	(519,624)	(733,112)
OTHER INCOME / (EXPENSES)
Interest expense and debt discount	(289,957)	(594,730)
Amortization expense/amortization of debt discount	(217,966)	(14,370)
OID and other expenses (income)		(32,500)
Change in fair value of derivatives	(228,339)	744,319
Gain on settlement of debt, net	264,591
Other interest income	6,440
TOTAL OTHER INCOME / (EXPENSES)	(465,231)	318,207
NET LOSS	$ (984,855)	$ (414,905)
Net loss per common share - basic and diluted	$ (0.01)	$ (0.01)
Weighted average common shares outstanding: Basic and diluted	74,514,874	47,940,631

CONDENSED CONSOLIDATED STATEM_2

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2019	Mar. 31, 2018	Dec. 31, 2018
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss	$ (984,855)	$ (414,905)	$ (3,992,846)
Adjustments to reconcile Net Loss to net cash used in operating activities:
Common stock issued for services	54,056	134,000
Depreciation and amortization	3,227	780
Stock warrants/stock options issued for services	89,079	110,307
Changes in fair value of Derivatives	228,339	(744,319)
Interest expense for derivatives and debt discount		415,611
Gain on settlement of debt	(264,591)
Amortization of debt discount	217,965	14,370
(Increase) decrease in:
Accounts receivables	(15,191)	21,549
Customer Contracts - Unrecognized Revenue		11,924
Notes receivable - interest receivable/notes receivable	(6,440)
Prepaid expenses	863	84,375
Increase (decrease) in:
Accounts payable & accrued expenses	62,218	(4,952)
Change in customer advances	(45,804)
Net Cash Used in Operating Activities	(661,134)	(371,260)
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from Disposal of property and equipment Purchase of Property and Equipment		(5,000)
Net Cash Used In Investing Activities		(5,000)
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayments on note payable	(431,000)	(77,000)
Proceeds from note payable	348,693	524,000
Proceeds from related party notes	325,390	20,000
Repayments for related party notes	(6,000)
Repayments on line of credit		(3,000)
Proceeds from issuance of common stock	350,000
Net Cash Provided by Financing Activities	587,083	464,000
Net (Decrease) Increase in Cash	(74,051)	87,740
Cash at Beginning of Period	121,900	10,773	10,773
Cash at End of Period	47,849	98,513	$ 121,900
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during period: Interest	(40,363)	(12,906)
Noncash operating and financing activities:
Common Stock Issued for Services		134,000
Stock warrants/Stock Options issued for services		110,907
Conversion of debt and accrued interest to common stock	742,391	291,462
Warrants issued as debt discount	$ 59,121

CONSOLIDATED STATEMENTS OF STOC

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($)	Preferred Stock	Common Stock	Additional Paid-In Capital	Retained Earnings (Deficit)	Total
Beginning Balance, Shares at Dec. 31, 2017		45,935,369
Beginning Balance, Amount at Dec. 31, 2017		$ 4,593	$ 15,822,262	$ (18,521,865)	$ (2,695,010)
Common stock issued for cash, Shares		7,000,000
Common stock issued for cash, Amount		$ 700	1,399,300		1,400,000
Stock issued for services, Shares		4,154,960
Stock issued for services, Amount		$ 416	460,654		461,070
Warrants/Options granted for services, Shares		1,284,564
Warrants/Options granted for services, Amount		$ 128	1,249,537		1,249,665
Conversion of notes payable and accrued interest/expenses, Shares		9,079,383
Conversion of notes payable and accrued interest/expenses, Amount		$ 908	640,697		641,605
Exercise of warrants			(128)		(128)
Net Loss				(3,992,846)	(3,992,846)
Ending Balance, Shares at Dec. 31, 2018		67,454,276
Ending Balance, Amount at Dec. 31, 2018		$ 6,745	19,572,322	(22,514,711)	(2,935,644)
Common stock issued for cash, Shares		1,750,000
Common stock issued for cash, Amount		$ 175	349,825		350,000
Stock issued for services, Shares		537,500
Stock issued for services, Amount		$ 54	54,446		54,500
Warrants/Options granted for services, Shares
Warrants/Options granted for services, Amount			89,079		89,079
Conversion of notes payable and accrued interest/expenses, Shares		8,622,087
Conversion of notes payable and accrued interest/expenses, Amount		$ 862	741,528		742,390
Warrants Issued as a debt discount			59,121		59,121
Net Loss				(984,855)	(984,855)
Ending Balance, Shares at Mar. 31, 2019		78,363,863
Ending Balance, Amount at Mar. 31, 2019		$ 7,836	$ 20,866,321	$ (23,499,566)	$ (2,625,409)

ORGANIZATION AND SIGNIFICANT AC

ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES	3 Months Ended
	Mar. 31, 2019
Notes to Financial Statements
NOTE 1 - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES	FISION Corporation, (formerly DE 6 Acquisition, Inc.), a Delaware corporation (the “Company”) was incorporated on February 24, 2010, and was inactive until December 2015 when it merged with Fision Holdings, Inc., an operating business based in Minneapolis, Minnesota. As a result of this reverse merger, Fision Holdings, Inc. became a wholly-owned subsidiary of the Company. Fision Holdings, Inc. was incorporated under the laws of the State of Minnesota in 2010, and has developed and successfully commercialized a proprietary cloud-based software platform which automates and integrates digital marketing assets and marketing communications to “bridge the gap” between marketing and sales of any enterprise. The Company generates its revenues primarily from software licensing contracts typically having terms of from one to three years and requiring monthly subscription fees based on the customer’s number of users and the locations where used. The Company’s business model provides it with a high percentage of recurring revenues. 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 (including our Volerro software services). Basis of Presentation The accompanying condensed unaudited consolidated financial statements are unaudited. These unaudited 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 financial statements are adequate to make the information not misleading. Although these interim financial statements for the three-month periods ended March 31, 2019 and 2018 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 this 2019 interim period is not necessarily indicative of the results to be expected for the full year ended December 31, 2019 or for any other future period. These unaudited interim financial statements should be read and considered in conjunction with our audited financial statements and the notes thereto for the year ended December 31, 2018, included in our annual report on Form 10-K filed with the SEC on April 5, 2019. Principles of Consolidation These condensed consolidated interim financial statements include the accounts of FISION Corporation, a Delaware corporation, and its wholly-owned Minnesota subsidiary Fision Holdings, Inc. All material intercompany transactions and balances have been eliminated in consolidation. Use of Estimates GAAP accounting principles require our management to make estimates and assumptions in the preparation of these interim financial statements that affect the reported amounts of assets and liabilities and the 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. Actual results could differ materially from these estimates and assumptions. The most significant areas requiring management judgment and which are susceptible to possible later change include our revenue recognition, cost of revenue, allowance for doubtful accounts, valuations of property and equipment and intangible assets, stock-based compensation, fair value of financial instruments, derivative securities, research and development, impairment of long-lived assets, and income taxes. Cash and Cash Equivalents We consider all short-term highly liquid investments with a remaining maturity at the date of purchase of three months or less to be cash equivalents. At March 31, 2019 and December 31, 2018, we had no cash equivalents. Concentration of Credit Risk and Customers Financial instruments that potentially subject us to concentrations of credit risk consist principally of cash and accounts receivable. During the quarter ended March 31, 2019, we may have had cash deposits in our bank that exceeded FDIC insurance limits. We maintain our bank accounts at high quality institutions and in demand accounts to mitigate this risk. Regarding our customers, we perform ongoing credit evaluations of them, and generally we do not require collateral from them to do business with us. For the three months ended March 31, 2019, three customers exceeded 10% of our revenues, including one for 25.1% of revenues, one for 16.2% of revenues, and one for 12.9% of revenues. We do not believe that we face any material customer concentration risks currently, although a significant reduction for any reason in the use of our software solutions by one or more of our major customers could harm our business materially. Revenue recognition In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Codification (“ASC”) 606, Revenue From Contracts With Customers, which was updated in August 2015. ASC 606 provides accounting guidance related to revenue from contracts with customers. 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 of ASC 606 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. 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. Lease Accounting In February 2016, the FASB issued Accounting Standards Update (ASU) No. 2016-02, Leases. ASU 2016-02 requires a lessee to record a right of use asset and a corresponding lease liability on the balance sheet for all leases with terms longer than 12 months. ASU 2016-02 is effective for all interim and annual reporting periods beginning after December 15, 2018. Early adoption is permitted. 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 and implemented ASU 2016-02 on the Company’s financial statements and disclosures. There will be no material impact of ASU 2016-02 on the Company’s financial statements and disclosures, as our two-year lease is expiring in December 2019. Loss Per Common Share Basic net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding for the period. Diluted net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding and potential common shares under the treasury stock method. Diluted net loss per common share is not shown, since the assumed exercise of stock options and warrants using the treasury stock method are anti-dilutive. For the period ending March 31, 2019 and March 31, 2018, there were 25,871,403 and 10,438,069 respectively, potentially dilutive securities not included in the calculation of weighted-average common shares outstanding since they would be anti-dilutive. 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. Depreciation of property and equipment is provided using the straight-line method with estimated lives as follows: Furniture and fixtures 5 years Computer and office equipment 5 years 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.

GOING CONCERN

GOING CONCERN	3 Months Ended
	Mar. 31, 2019
Notes to Financial Statements
NOTE 2 - GOING CONCERN	These 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. The Company’s ability to continue as a going concern is contingent upon its future ability to achieve and maintain profitable operations, and to raise substantial additional capital as required until it attains profitable operations. At March 31, 2019 the Company had a working capital deficiency of approximately $2.3 million and an accumulated deficit of approximately $23.5 million. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. 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. We are in the process of raising funds, increasing our marketing and sales activities to obtain materially increased revenues, and otherwise addressing our ability to continue as a going concern, and our management believes that our actions being taken to raise needed capital and implement our business plan for increased revenues will enable us to continue as a going concern.

FAIR VALUE OF FINANCIAL INSTRUM

FAIR VALUE OF FINANCIAL INSTRUMENTS	3 Months Ended
	Mar. 31, 2019
Investments, All Other Investments [Abstract]
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 Level 2 Level 3 The following table represents the Company’s assets and liabilities by level measured at fair value on a recurring basis at March 31, 2019: Level 1 Level 2 Level 3 Derivative liability $ - $ - $ 948,529 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 provide a reconciliation of the beginning and ending balances of the liabilities: Fair Value January 1, 2019 Convertible Notes Change in fair Value Conversions Fair Value March 31, 2019 Derivative liability $ 1,480,978 $ 209,101 $ 228,339 -$969,889 $ 948,529 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 income and expense in these financial statements. The significant unobservable inputs used in the fair value measurement of the liabilities described above are as follows; Exercise price $.0135 - $.063 Expected Volatility 97.59% - 122.4 % Expected Term 6 mos. Risk free interest rate 2.21 % Expected dividends - Derivative Instruments The Company accounts for derivative instruments in accordance with Accounting Standards Codification 815, Derivatives and Hedging (“ASC 815”), 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.

NOTES PAYABLE

NOTES PAYABLE	3 Months Ended
	Mar. 31, 2019
Notes to Financial Statements
NOTE 4 - NOTES PAYABLE	At March 31, 2019 we were indebted under various Notes Payable in the total amount of $2,726,766 including accrued interest. Following is a summary of our outstanding Notes Payable indebtedness as of March 31, 2019: Summary Description of Notes Payable and Accrued Interest Amount Owed Decathlon LLC – Senior Secured Note, due 9/30/18, in default, interest at 15% $ 114,255 Finquest Capital Inc – Secured Note, due 4/15/18, in default, interest at 15% 42,005 Brajoscal, LLC – Secured Note, due 12/31/18, in default, interest at 18% 42,813 Nottingham Securities Inc, monthly settlement payments, in default 72,276 MGA Holdings LLC, due 11/26/18, in default, interest at 8% 85,800 Greentree Financial Group, Inc, due 8/28/18 – 9/9/18, interest at 11% 313,952 L&H, Inc, due 6/26/19 –7/12/19, interest at 8% 52,000 Power Up Lending Group, due 10/12/19 – 1/10/20, interest at 12% 56,598 Ignition Capital, LLC, due 11/30/18, in default, interest at 6% 106,833 Collision Capital, due 12/31/18, in default, interest at 6% 20,900 Capital Market Solutions LLC due on demand, interest at 6%, related party 319,390 Note payable to individual accredited investor, due 12/31/18, in default, interest at 12% 137,320 Note payable to individual accredited investor, due 4/24/19-7/3/19, interest at 12% 122,695 Note payable to individual accredited investor, due 12/31/18, in default, interest at 6% 1,970 Note payable to individual accredited investor, due 5/25/19, non-interest bearing 176,000 Notes payable to four individual accredited investors, due October-November 2019, interest at 12% 348,875 Notes payable to six individual accredited investors, due January-May 2020, interest at 12% 218,154 Notes payable to five individual accredited investors, due March 2022, interest at 6% 351,439 Note payable to CEO, due on demand, interest at 6% 143,491 Total $ 2,726,766 Note: Excludes discounts on convertible notes payables in the amount of $939,460 for derivative securities.

CONVERTIBLE AND OTHER NOTES

CONVERTIBLE AND OTHER NOTES	3 Months Ended
	Mar. 31, 2019
Notes to Financial Statements
NOTE 5 - CONVERTIBLE AND OTHER NOTES	Long-Term 2019 Convertible Notes In March 2019, we issued a total of $350,000 in Convertible Notes sold to five accredited individual investors who purchased these notes from our 2019 private placement of $50,000 Notes bearing interest at 6% per annum and maturing three years from their purchase with the noteholders having the right to convert the notes into our common stock at a conversion price equal to the lower of $.20 per share or the Volume Weighted Average Price (VWAP) of our common shares for the ten days prior to conversion.There are 1,750,000 detachable warrants issued in conjunction with Notes of $350,000. Pursuant to ASC 470, the fair value of the warrants attributable to a discount on the debt is $59,121 (See Note 7), this amount will be amortized to interest expense on a straight-line basis over the term of the loans.

CONSULTING CONTRACT WITH CAPITA

CONSULTING CONTRACT WITH CAPITAL MARKET SOLUTIONS, LLC.	3 Months Ended
	Mar. 31, 2019
Notes to Financial Statements
NOTE 6 - CONSULTING CONTRACT WITH CAPITAL MARKET SOLUTIONS, LLC.	In April 2019 we entered into a consulting contract with Capital Market Solutions, LLC, a Delaware limited liability company (“CMS”) which provides that for a term of one year, CMS will provide the Company with various management, operational, accounting and financial services in consideration for our payments to CMS of $50,000 monthly along with issuance to CMS of 30 million shares of our common stock valued at $1,797,000 and a five-year warrant to purchase an additional 30 million common shares exercisable at $.20 per share, with the warrant having a value of $1,297,570 under our Black-Scholes pricing model.

STOCKHOLDERS' EQUITY

STOCKHOLDERS' EQUITY	3 Months Ended
	Mar. 31, 2019
Notes to Financial Statements
NOTE 7 - STOCKHOLDERS' EQUITY	The Company is authorized to issue 500,000,000 shares of common stock and 20,000,000 shares of preferred stock, both having $.0001 par value per share. At March 31, 2019 there were 78,363,863 outstanding shares of common stock and no outstanding shares of preferred stock. During the three months ended March 31, 2019, we completed the following equity transactions: In February 2019 we issued 300,000 common shares valued at $26,730 for advisory services to be provided to us during February-April 2019. In February 2019 we also issued 62,500 common shares to our independent director, John Bode for his service as a director in the fourth quarter of his first year of service, and we also granted him $12,500 worth of our common stock at the end of each quarter of board service, for four quarters, for agreeing to serve on our Board of Directors for a second year commencing March 1, 2019. During January-March 2019 we received proceeds of $350,000 from certain accredited investors who made payments of their second tranche under our recent private placement, for which we issued to them a total of 1,750,000 purchased common shares and 175,000 advisory common shares. During February-March 2019 we issued an aggregate of 8,622,087 common shares and two-year warrants to purchase 3,182,834 common shares (exercisable at $.20 per share and valued at $63,502 under Black-Scholes pricing) to noteholders who converted their outstanding notes in the amount of $742,841, with the conversion prices and warrant terms based on specific terms contained in the notes. Of the $742,841 converted debt, $490,000 was a mandatory conversion for certain noteholders converting at $0.15 to $0.16 per share for 3,182,834 common shares. During March 2019, we issued 1,750,000 warrants, three year warrant with a strike price of $0.20 per share, with a Black-Scholes value of $59,121 and recorded as debt discount, in connection with a $350,000 convertible debt offering sold to five individual accredited investor who purchased the note from our 2019 private placement of $50,000 Notes bearing interest at 6% per annum and maturing three years from their purchase with the noteholders having the right to convert the notes into our common stock at a conversion price equal to the lower of $.20 per share or the Volume Weighted Average Price (VWAP) of our common shares for the ten days prior to conversion. In March 2019, we recognized an option expense of $20,946 for our employee stock options previously granted to employees.

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	3 Months Ended
	Mar. 31, 2019
Notes to Financial Statements
NOTE 8 - RELATED PARTY TRANSACTIONS	Our Notes Payable as of March 31, 2019 include $143,491 owed to our CEO, Michael Brown, and $137,603 owed to our former CFO, Garry Lowenthal, for unpaid past salary compensation, payable on demand with an interest rate of 6% per annum. In February 2019 we entered into an Independent Director Agreement compensating to John Bode $12,500 worth of our common stock at the end of each quarter of board service, for four quarters, for agreeing to serve on our Board of Directors for a second year.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	3 Months Ended
	Mar. 31, 2019
Notes to Financial Statements
NOTE 9 - SUBSEQUENT EVENTS	In April 2019 we entered into a one-year consulting contract in consideration for our payment to the consultant of $50,000 monthly, 30 million shares of our common stock valued at $1,797,000 and a five-year warrant to purchase an additional 30 million common shares exercisable at $.20 per share, with the warrant having a value of $1,297,570 under our Black-Scholes pricing model. See foregoing Note 6. In April through May 2019, we issued an aggregate of 3,284,284 common shares to noteholders who converted total outstanding debt of $51,500, with the conversion price based on specific terms contained in these notes. In April 2019, we issued a $50,000 in Convertible Note sold to an accredited investor who purchased the note from our 2019 private placement of $50,000 Notes bearing interest at 6% per annum and maturing three years from their purchase with the noteholders having the right to convert the notes into our common stock at a conversion price equal to the lower of $.20 per share or the Volume Weighted Average Price (VWAP) of our common shares for the ten days prior to conversion, along with a three year warrant with a strike price of $0.20 per share, with a Black-Scholes value of $8,280.

ORGANIZATION AND SIGNIFICANT _2

ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (Policies)	3 Months Ended
	Mar. 31, 2019
Organization And Significant Accounting Policies
Basis of Presentation	The accompanying condensed unaudited consolidated financial statements are unaudited. These unaudited 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 financial statements are adequate to make the information not misleading. Although these interim financial statements for the three-month periods ended March 31, 2019 and 2018 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 this 2019 interim period is not necessarily indicative of the results to be expected for the full year ended December 31, 2019 or for any other future period. These unaudited interim financial statements should be read and considered in conjunction with our audited financial statements and the notes thereto for the year ended December 31, 2018, included in our annual report on Form 10-K filed with the SEC on April 5, 2019.
Principles of Consolidation	These condensed consolidated interim financial statements include the accounts of FISION Corporation, a Delaware corporation, and its wholly-owned Minnesota subsidiary Fision Holdings, Inc. All material intercompany transactions and balances have been eliminated in consolidation.
Use of Estimates	GAAP accounting principles require our management to make estimates and assumptions in the preparation of these interim financial statements that affect the reported amounts of assets and liabilities and the 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. Actual results could differ materially from these estimates and assumptions. The most significant areas requiring management judgment and which are susceptible to possible later change include our revenue recognition, cost of revenue, allowance for doubtful accounts, valuations of property and equipment and intangible assets, stock-based compensation, fair value of financial instruments, derivative securities, research and development, impairment of long-lived assets, and income taxes.
Cash and Cash Equivalents	We consider all short-term highly liquid investments with a remaining maturity at the date of purchase of three months or less to be cash equivalents. At March 31, 2019 and December 31, 2018, we had no cash equivalents.
Concentration of Credit Risk and Customers	Financial instruments that potentially subject us to concentrations of credit risk consist principally of cash and accounts receivable. During the quarter ended March 31, 2019, we may have had cash deposits in our bank that exceeded FDIC insurance limits. We maintain our bank accounts at high quality institutions and in demand accounts to mitigate this risk. Regarding our customers, we perform ongoing credit evaluations of them, and generally we do not require collateral from them to do business with us. For the three months ended March 31, 2019, three customers exceeded 10% of our revenues, including one for 25.1% of revenues, one for 16.2% of revenues, and one for 12.9% of revenues. We do not believe that we face any material customer concentration risks currently, although a significant reduction for any reason in the use of our software solutions by one or more of our major customers could harm our business materially.
Revenue recognition	In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Codification (“ASC”) 606, Revenue From Contracts With Customers, which was updated in August 2015. ASC 606 provides accounting guidance related to revenue from contracts with customers. 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 of ASC 606 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. 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.
Lease Accounting	In February 2016, the FASB issued Accounting Standards Update (ASU) No. 2016-02, Leases. ASU 2016-02 requires a lessee to record a right of use asset and a corresponding lease liability on the balance sheet for all leases with terms longer than 12 months. ASU 2016-02 is effective for all interim and annual reporting periods beginning after December 15, 2018. Early adoption is permitted. 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 and implemented ASU 2016-02 on the Company’s financial statements and disclosures. There will be no material impact of ASU 2016-02 on the Company’s financial statements and disclosures, as our two-year lease is expiring in December 2019.
Loss Per Common Share	Basic net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding for the period. Diluted net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding and potential common shares under the treasury stock method. Diluted net loss per common share is not shown, since the assumed exercise of stock options and warrants using the treasury stock method are anti-dilutive. For the period ending March 31, 2019 and March 31, 2018, there were 25,871,403 and 10,438,069 respectively, potentially dilutive securities not included in the calculation of weighted-average common shares outstanding since they would be anti-dilutive.
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. Depreciation of property and equipment is provided using the straight-line method with estimated lives as follows: Furniture and fixtures 5 years Computer and office equipment 5 years
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.

ORGANIZATION AND SIGNIFICANT _3

ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (Tables)	3 Months Ended
	Mar. 31, 2019
Organization And Significant Accounting Policies Tables Abstract
Schedule of property and equipment, estimated lives	Furniture and fixtures 5 years Computer and office equipment 5 years

FAIR VALUE OF FINANCIAL INSTR_2

FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables)	3 Months Ended
	Mar. 31, 2019
Fair Value Of Financial Instruments
Fair Value, Assets Measured on Recurring Basis	Level 1 Level 2 Level 3 Derivative liability $ - $ - $ 948,529
Fair value on recurring basis significant unobservable	Fair Value January 1, 2019 Convertible Notes Change in fair Value Conversions Fair Value March 31, 2019 Derivative liability $ 1,480,978 $ 209,101 $ 228,339 -$969,889 $ 948,529
Schdule of fair value measurement of liabilities	Exercise price $.0135 - $.063 Expected Volatility 97.59% - 122.4 % Expected Term 6 mos. Risk free interest rate 2.21 % Expected dividends -

NOTES PAYABLE (Tables)

NOTES PAYABLE (Tables)	3 Months Ended
	Mar. 31, 2019
Notes Payable
Schedule of notes payable	Summary Description of Notes Payable and Accrued Interest Amount Owed Decathlon LLC – Senior Secured Note, due 9/30/18, in default, interest at 15% $ 114,255 Finquest Capital Inc – Secured Note, due 4/15/18, in default, interest at 15% 42,005 Brajoscal, LLC – Secured Note, due 12/31/18, in default, interest at 18% 42,813 Nottingham Securities Inc, monthly settlement payments, in default 72,276 MGA Holdings LLC, due 11/26/18, in default, interest at 8% 85,800 Greentree Financial Group, Inc, due 8/28/18 – 9/9/18, interest at 11% 313,952 L&H, Inc, due 6/26/19 –7/12/19, interest at 8% 52,000 Power Up Lending Group, due 10/12/19 – 1/10/20, interest at 12% 56,598 Ignition Capital, LLC, due 11/30/18, in default, interest at 6% 106,833 Collision Capital, due 12/31/18, in default, interest at 6% 20,900 Capital Market Solutions LLC due on demand, interest at 6%, related party 319,390 Note payable to individual accredited investor, due 12/31/18, in default, interest at 12% 137,320 Note payable to individual accredited investor, due 4/24/19-7/3/19, interest at 12% 122,695 Note payable to individual accredited investor, due 12/31/18, in default, interest at 6% 1,970 Note payable to individual accredited investor, due 5/25/19, non-interest bearing 176,000 Notes payable to four individual accredited investors, due October-November 2019, interest at 12% 348,875 Notes payable to six individual accredited investors, due January-May 2020, interest at 12% 218,154 Notes payable to five individual accredited investors, due March 2022, interest at 6% 351,439 Note payable to CEO, due on demand, interest at 6% 143,491 Total $ 2,726,766

ORGANIZATION AND SIGNIFICANT _4

ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (Details)	3 Months Ended
	Mar. 31, 2019
Furniture and Fixtures [Member]
Property plant and equipment, useful life	5 years
Computer And Office Equipment [Member]
Property plant and equipment, useful life	5 years

ORGANIZATION AND SIGNIFICANT _5

ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - shares	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Entity incorporation, state country name	Delaware
Entity incorporation, date of incorporation	Feb. 24, 2010
Concentration Risk, Percentage	10.00%
Potentially dilutive securities	25,871,403	10,438,069
Customer One [Member]
Concentration Risk, Percentage	25.10%
Customer Two [Member]
Concentration Risk, Percentage	16.20%
Customer Three [Member]
Concentration Risk, Percentage	12.90%

GOING CONCERN (Details Narrativ

GOING CONCERN (Details Narrative) - USD ($)	Mar. 31, 2019	Dec. 31, 2018
Going Concern
Accumulated deficit	$ (23,499,566)	$ (22,514,711)
Working capital deficiency	$ 2,300,000

FAIR VALUE OF FINANCIAL INSTR_3

FAIR VALUE OF FINANCIAL INSTRUMENTS (Details) - USD ($)	Mar. 31, 2019	Dec. 31, 2018
Derivative Liability	$ 948,529	$ 1,480,978
Level 1 [Member]
Derivative Liability
Level 2 [Member]
Derivative Liability
Level 3 [Member]
Derivative Liability	$ 948,529

FAIR VALUE OF FINANCIAL INSTR_4

FAIR VALUE OF FINANCIAL INSTRUMENTS (Details 1)	3 Months Ended
	Mar. 31, 2019USD ($)
Fair Value Of Financial Instruments Details 1Abstract
Derivative Liability, beginning	$ 1,480,978
Convertible notes	209,101
Change in fair value	(228,339)
Conversions	969,889
Derivative Liability, ending	$ 948,529

FAIR VALUE OF FINANCIAL INSTR_5

FAIR VALUE OF FINANCIAL INSTRUMENTS (Details 2)	3 Months Ended
	Mar. 31, 2019USD ($)$ / shares
Expected term	6 months
Risk free interest rate	2.21%
Expected dividends | $
Minimum [Member]
Exersice price	$ 0.0135
Expected volatility	97.59%
Maximum [Member]
Exersice price	$ 0.063
Expected volatility	122.40%

NOTES PAYABLE (Details)

NOTES PAYABLE (Details)	Mar. 31, 2019USD ($)
Notes payable	$ 2,726,766
CEO [Member]
Notes payable	143,491
Decathlon LLC [Member]
Notes payable	114,255
Finquest Capital Inc [Member]
Notes payable	42,005
Brajoscal, LLC [Member]
Notes payable	42,813
Nottingham Securities Inc [Member]
Notes payable	72,276
MGA Holdings LLC [Member]
Notes payable	85,800
Greentree Financial Group, Inc [Member]
Notes payable	313,952
L&H, Inc [Member]
Notes payable	52,000
Power Up Lending Group, Ltd [Member]
Notes payable	56,598
Ignition Capital, LLC [Member]
Notes payable	106,833
Collision Capital [Member]
Notes payable	20,900
Capital Market Solutions, LLC [Member]
Notes payable	319,390
Individual Investor [Member]
Notes payable	137,320
Individual Investor 1 [Member]
Notes payable	122,695
Individual Investor 2 [Member]
Notes payable	1,970
Individual Investor 3 [Member]
Notes payable	176,000
Four Individual Investors [Member]
Notes payable	348,875
Six Individual Investors [Member]
Notes payable	218,154
Five Individual Investors [Member]
Notes payable	$ 351,439

NOTES PAYABLE (Details) (Parent

NOTES PAYABLE (Details) (Parenthetical)	3 Months Ended
	Mar. 31, 2019
CEO [Member]
Interest rate	6.00%
Note payable due date discription	due on demand
Decathlon LLC [Member]
Note payable due date	Sep. 30, 2018
Interest rate	15.00%
Finquest Capital Inc [Member]
Note payable due date	Apr. 15, 2018
Interest rate	15.00%
Brajoscal, LLC [Member]
Note payable due date	Dec. 31, 2018
Interest rate	18.00%
Nottingham Securities Inc [Member]
Note payable due date discription	monthly settlement payments
MGA Holdings LLC [Member]
Note payable due date	Nov. 26, 2018
Interest rate	8.00%
Greentree Financial Group, Inc [Member]
Interest rate	11.00%
Note payable due date discription	8/28/18 - 9/9/18
L&H, Inc [Member]
Interest rate	8.00%
Note payable due date discription	6/26/19-–7/12/19
Power Up Lending Group, Ltd [Member]
Interest rate	12.00%
Note payable due date discription	10/12/2019-1/10/20
Ignition Capital, LLC [Member]
Note payable due date	Nov. 30, 2018
Interest rate	6.00%
Collision Capital [Member]
Note payable due date	Dec. 31, 2018
Interest rate	6.00%
Capital Market Solutions, LLC [Member]
Interest rate	6.00%
Note payable due date discription	due on demand
Individual Investor [Member]
Note payable due date	Dec. 31, 2018
Interest rate	12.00%
Individual Investor 1 [Member]
Interest rate	12.00%
Note payable due date discription	4/24/19-7/3/19
Individual Investor 2 [Member]
Note payable due date	Dec. 31, 2018
Interest rate	6.00%
Individual Investor 3 [Member]
Note payable due date	May 25, 2019
Four Individual Investor [Member]
Interest rate	12.00%
Note payable due date discription	October-November 2019
Six Individual Investors [Member]
Interest rate	12.00%
Note payable due date discription	January-May 2020
Five Individual Investors [Member]
Interest rate	6.00%
Note payable due date discription	March 2022

NOTES PAYABLE (Details Narrativ

NOTES PAYABLE (Details Narrative)	Mar. 31, 2019USD ($)
Notes Payable Details Narrative Abstract
Notes payable	$ 2,726,766
Convertible notes payables	$ 939,460

CONVERTIBLE AND OTHER NOTES (De

CONVERTIBLE AND OTHER NOTES (Details Narrative) - Five Individual Investors [Member]	3 Months Ended
	Mar. 31, 2019USD ($)shares
Proceeds from convertible debt	$ 350,000
Payments for repurchase of private placement	$ 50,000
Interest rate	6.00%
Maturity term	3 years
Conversion price description	the noteholders having the right to convert the notes into our common stock at a conversion price equal to the lower of $.20 per share or the Volume Weighted Average Price (VWAP) of our common shares for the ten days prior to conversion.
Warrants issued | shares	1,750,000
Convertible notes	$ 350,000
Fair value warrants attributable debt discount	$ 59,121

CONSULTING CONTRACT WITH CAPI_2

CONSULTING CONTRACT WITH CAPITAL MARKET SOLUTIONS, LLC. (Details Narrative) - USD ($)	1 Months Ended	3 Months Ended	12 Months Ended
	Apr. 30, 2019	Mar. 31, 2019	Dec. 31, 2018
Stock issued during period, value, issued for services		$ 54,500	$ 461,070
Subsequent Event [Member] | Capital Market Solutions, LLC [Member]
Monthly payments for consulting fee	$ 50,000
Stock issued during period, issued for services	30,000,000
Stock issued during period, value, issued for services	$ 1,797,000
Subsequent Event [Member] | Capital Market Solutions, LLC [Member] | Warrant [Member]
Warrant exercise price	$ 0.20
Term of warranty	5 years
Number of warrant purchase shares	30,000,000
Fair value of warrants using black scholes pricing method	$ 1,297,570

STOCKHOLDERS' EQUITY (Details N

STOCKHOLDERS' EQUITY (Details Narrative) - USD ($)	1 Months Ended	3 Months Ended	12 Months Ended
	Feb. 28, 2019	Mar. 31, 2019	Dec. 31, 2018
Preferred stock, shares authorized		20,000,000	20,000,000
Preferred stock, par value		$ 0.0001	$ 0.0001
Common stock, shares outstanding		0	0
Common stock, shares authorized		500,000,000	500,000,000
Common stock, par value		$ 0.0001	$ 0.0001
Common stock, shares outstanding		78,363,863	67,454,276
Common stock, shares issued		78,363,863	67,454,276
Stock issued during period, shares	300,000
Stock issued during period, amount	$ 26,730	$ 350,000	$ 1,400,000
Employee stock option expense		$ 20,946
Director [Member]
Common stock, shares issued	62,500
Stock options granted	12,500
Note Holders One [Member]
Warrants issued		1,750,000
Warrant Exercise Price		$ 0.20
Fair value of warrants using black scholes pricing method		$ 59,121
Note Holders [Member]
Common stock, shares issued		8,622,087
Warrants issued		3,182,834
Warrant Exercise Price		$ 0.20
Fair value of warrants using black scholes pricing method		$ 63,502
Convertible debt		$ 742,841
Conversion price description		Of the $742,841 converted debt, $490,000 was a mandatory conversion for certain noteholders converting at $0.15 to $0.16 per share for 3,182,834 common shares.
Private Placement [Member] | Second Tranche [Member]
Proceeds from private investors		$ 350,000
Private Placement [Member] | Purchased Common Stock [Member]
Common stock, shares issued		1,750,000
Private Placement [Member] | Advisory Common Stock [Member]
Common stock, shares issued		175,000
Five Individual Investors [Member]
Warrants issued		1,750,000
Conversion price description		the noteholders having the right to convert the notes into our common stock at a conversion price equal to the lower of $.20 per share or the Volume Weighted Average Price (VWAP) of our common shares for the ten days prior to conversion.
Proceeds from convertible debt		$ 350,000
Payments for repurchase of private placement		$ 50,000
Interest rate		6.00%
Maturity term		3 years

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2019	Dec. 31, 2018
Notes payable	$ 2,726,766
Stock issued during period, value, issued for services	54,500	$ 461,070
Former CFO [Member]
Notes payable	$ 137,603
Interest rate	6.00%
CEO [Member]
Notes payable	$ 143,491
Interest rate	6.00%
Independent Director Agreement [Member]
Stock issued during period, value, issued for services	$ 12,500

SUBSEQUENT EVENTS (Details Narr

SUBSEQUENT EVENTS (Details Narrative) - USD ($)	1 Months Ended	3 Months Ended	12 Months Ended
	Apr. 30, 2019	Mar. 31, 2019	Dec. 31, 2018
Stock issued during period, value, issued for services		$ 54,500	$ 461,070
Common stock shares issued		78,363,863	67,454,276
Note Holders [Member]
Warrant Exercise Price		$ 0.20
Fair value of warrants using black scholes pricing method		$ 63,502
Common stock shares issued		8,622,087
Convertible debt		$ 742,841
Conversion price description		Of the $742,841 converted debt, $490,000 was a mandatory conversion for certain noteholders converting at $0.15 to $0.16 per share for 3,182,834 common shares.
Subsequent Event [Member] | Capital Market Solutions, LLC [Member]
Stock issued during period, issued for services	30,000,000
Stock issued during period, value, issued for services	$ 1,797,000
Consulting agreement terms	1 year
Consulting fee	$ 50,000
Subsequent Event [Member] | Capital Market Solutions, LLC [Member] | Warrant [Member]
Number of warrant purchase shares	30,000,000
Terms of warrants	5 years
Warrant Exercise Price	$ 0.20
Fair value of warrants using black scholes pricing method	$ 1,297,570
Subsequent Event [Member] | Note Holders [Member] | In April through May 2019 [Member]
Common stock shares issued		3,284,284
Convertible debt		$ 51,500
Subsequent Event [Member] | Accredited Investor [Member]
Fair value of warrants using black scholes pricing method		8,280
Proceeds from convertible debt		50,000
Payments for repurchase of private placement		$ 50,000
Interest rate		6.00%
Maturity term		3 years
Conversion price description		the noteholders having the right to convert the notes into our common stock at a conversion price equal to the lower of $.20 per share or the Volume Weighted Average Price (VWAP) of our common shares for the ten days prior to conversion, along with a three year warrant with a strike price of $0.20 per share, with a Black-Scholes value of $8,280.