UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) December 22, 2021

August 19, 2021

FISION Corporation

(Exact name of registrant as specified in its charter)

Delaware	000-53929	27-2205792
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(State or other jurisdictionof incorporation)	(CommissionFile Number)	(IRS EmployerIdentification No.)

1650 West End Boulevard, Suite 100 Minneapolis, Minnesota		55416
1650 West End Boulevard, Suite 100Minneapolis, Minnesota		55416
(Address of principal executive offices)		(Zip Code)

(612) 927-3700

Registrant’s telephone number, including area code

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Item~~Indicate ~~2.01~~by ~~Completion~~check mark whether the registrant is an emerging growth company as defined in Rule 405 of ~~Acquisition~~the Securities Act of 1933 (17 CFR §230.405) or ~~Disposition~~Rule 12b-2 of ~~Assets~~the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

OnEmerging ~~August~~growth ~~19,~~company 2021, registrant FISION Corporation (the “Company”) completed its acquisition of Scoreinc.com, Inc (“Score”) upon receiving a required certified audit of Score’s financial position, resulting in Score then becoming a wholly-owned subsidiary of the Company. This acquisition was pursuant to a Purchase and Sale Agreement (“PSA”) entered into on May 30, 2021 between the Company, Score, and the owner of Score, Joshua Carmona. The PSA was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on June 1, 2021, and is hereby incorporated by reference into this Item 2.01.☐

~~Score~~If isan aemerging ~~Puerto~~growth ~~Rico corporation in good standing~~company, ~~and~~indicate itby ~~provides~~check ~~business-to-business~~mark ~~software~~if ~~solutions~~the inregistrant ~~credit~~has ~~repair~~elected ~~for~~not ~~approximately~~to ~~100~~use USthe ~~companies.~~extended ~~Score~~transition ~~owns~~period ~~100%~~for ofcomplying ~~its~~with ~~significant~~any ~~subsidiary~~new ~~VIP~~or ~~Solutions~~revised ~~LLC.~~financial ~~Score~~accounting isstandards anprovided ~~Act~~pursuant 73to ~~company~~Section ~~under~~13(a) ~~Puerto Rico law, and our acquisition~~ of ~~Score~~the ~~was~~Exchange ~~conducted to ensure that Score maintains this important~~ Act ~~73 status after becoming our subsidiary~~. ~~Through this Score acquisition, we obtained 21 employees based in Score headquarters in Puerto Rico.~~ ☐

AItem ~~requirement~~5.02. Departure of ~~this~~Directors ~~Score~~or ~~acquisition~~Certain ~~requires~~Officers; usElection toof ~~provide~~Directors; ~~future~~Appointment ~~working capital to Score~~ of atCertain ~~least~~Officers; ~~$500,000~~Compensatory ~~during~~Arrangements the 18 months following the acquisition, to be used for software development and integration, marketing expenses, and hiring additional employees as needed. We anticipate that such funding will support integration of ~~the~~Certain ~~Fision and Score software platforms to allow them to be marketed jointly~~Officers.

AEffective ~~condition~~November of19, ~~this~~2021, ~~Score~~and ~~acquisition~~in ~~required~~line ~~that~~with ~~its~~the ~~financial~~previous ~~condition~~disclosure ~~and~~with ~~past~~our ~~operations~~Form be10-Q ~~audited~~filed byon aNovember ~~registered~~23, ~~CPA~~2021, ~~firm~~Note 14 - Subsequent Events, ~~which~~the ~~audit~~Board ~~has~~of ~~been~~Directors ~~completed~~of ~~and~~Fision isCorporation ~~included~~(the as“Company” anor ~~exhibit~~“Registrant”) toapproved ~~this~~William ~~current~~Gerhauser, ~~report.~~a director, the Chief Executive Officer of the Company.

InCapital ~~consideration~~Market ~~for~~Solutions ~~acquiring~~LLC ~~Score,~~ (i“CMS”) weis ~~issued~~an toaffiliate ~~Mr.~~of ~~Carmona a Senior Secured Convertible Promissory Note in~~ the ~~principal~~Company ~~amount~~and ofits ~~$500,000,~~largest ~~maturing in two years~~shareholder, and ~~convertible~~is ~~into~~controlled ~~common~~by ~~stock~~William ofGerhauser. ~~the~~Mr. ~~Company~~Gerhauser has atbeen ~~the~~a ~~higher~~director ~~conversion price~~ of ~~USD $.05 per share or~~ the ~~volume~~Company ~~weighted~~since ~~average~~April ~~price~~2020 ~~(VWAP) over the last 10 trading days prior to conversion,~~ and ~~(ii)~~he byhas ~~March~~over ~~31,~~25 ~~2023,~~years weof ~~will~~experience ~~issue~~in ~~and~~the ~~deliver~~financial toindustry ~~Carmona an unsecured promissory note~~ in anboth ~~amount~~the ~~equal~~United toStates ~~Score’s~~and ~~average~~Europe. ~~gross~~For ~~annual~~the ~~revenue~~past ~~for~~five ~~calendar~~ years ~~2021 and 2022~~, ~~convertible~~Mr. ~~into~~Gerhauser ~~our~~is ~~common~~the ~~stock~~Chief atExecutive ~~$.20~~Officer ~~per~~of ~~share~~affiliate ~~but~~CMS, ~~not~~an ~~for~~international ~~more~~consultancy ~~than~~firm 10that ~~million~~provides ~~shares. Incident to~~ accounting, ~~for this Score acquisition~~legal, westructural ~~have~~and ~~recorded~~strategic ~~the~~advice ~~entire amount of the $500,000 Note issued~~ to ~~Carmona~~several onprivate ~~our~~and ~~balance~~public ~~sheet as a Goodwill asset~~companies.

~~Net~~In ~~tangible~~addition, ~~assets~~Joshua ~~received~~Carmona, by the ~~Company~~current ~~were~~Chief ~~$56,245~~Operating ~~including~~Officer ~~cash and accounts receivable~~ of ~~$106,245~~the ~~offset by $50~~Company,~~000~~ inwill ~~assumed~~be ~~liabilities.~~assuming ~~Intangible assets from this Score acquisition included all ownership of~~ the ~~Score~~role ~~software platform~~ and ~~related~~responsibilities ~~proprietary~~of ~~development,~~Chief ~~customer~~Technology ~~lists and contracts~~Officer, ~~all~~effective ~~other~~January ~~Score brand and related IP rights~~1, ~~as well as substantial business goodwill related to the successful ongoing and growing credit repair business of Score~~2022.

~~The~~Item ~~Company has also booked Goodwill for the Score-Inc~~8.~~com acquisition for $1,041,096~~01. ~~The~~Other ~~acquisition was accounted for using the purchase method of accounting~~Events. Scoreinc.com is a leading industry provider of software and services that empower credit repair organizations to be compliant and successful. ScoreCEO, its credit repair business CRM software as a service is the platform used by many credit repair organizations to achieve success. The purchase of Score, Inc. was a stock purchase, which includes the acquisition of all assets and the assumption of certain liabilities of $50,000. The aggregate purchase price consisted of the following:

Fair value convertible note, with conversion into common stock	$	500,000
Net liabilities assumed		50,000
Contingent consideration liability		491,096
Goodwill for Score-Inc.com acquisition	$	1,041,096

As of December 21, 2021, Capital Market Solutions, LLC (“CMS”), controlled by William Gerhauser, a director and our CEO, re-distributed 16,000,000 shares of stock owned in the Company by CMS to the following: i) TME Consultants of the U.K., owned by Tom Ehret, a prominent oil & gas senior executive, received 3,000,000 shares from CMS for consultancy services rendered; ii) D2 Advisory Group, owned by Daniel Dorsey CPA, received 5,000,000 shares from CMS for consultancy services rendered; iii) Fighters Choice Management LLC, majority owned and controlled by William Gerhauser, received 5,000,000 shares from CMS as a stock grant; iv) Peter Palmieri, a senior elite district manager at ADP, received 1,500,000 shares from CMS for consultancy services rendered; and v) Trenton Woloveck, chief commercial director of Jushi Holdings, Inc. and formerly of Cardinal Health, received 1,500,000 shares from CMS for consultancy services rendered.

2The Company also intends to raise new capital, utilizing the authorized preferred structure to minimize additional dilution to the common shareholders, to provide the necessary funding for the construction and operating costs of the surgery center business and to further improve the balance sheet of the Company. We anticipate the exact terms will be finalized with our engaged investment bankers in early 2022.

MrThe information in this Item 8.01 ~~Carmona~~shall ~~also~~not ~~has~~be ~~consented~~deemed to ~~become~~be a“filed” ~~member~~for purposes of ~~our~~Section ~~Board~~18 of ~~Directors,~~the ~~and~~Securities heExchange ~~has~~Act ~~agreed~~of to1934, ~~serve~~ as ~~our~~amended ~~Chief~~(the ~~Operating~~“Exchange ~~Officer (COO~~Act”), ~~being~~or ~~compensated~~otherwise atsubject anto ~~annual~~the ~~rate~~liability of ~~$50~~that section,~~000,~~ ~~with~~and ~~quarterly~~shall ~~payments~~not ofbe ~~$12,500~~incorporated ~~paid~~by ~~through~~reference ~~issuance~~into ofany ~~our~~registration ~~restricted~~statement ~~common~~or ~~stock~~other todocument ~~Mr.~~filed ~~Carmona~~under ~~based on~~ the ~~closing~~Securities ~~price~~Act of ~~such~~1933, ~~stock~~as onamended (the ~~last~~“Securities ~~trading~~Act”), ~~day~~or ofthe ~~each~~Exchange ~~quarter~~Act, except as shall be expressly set forth by specific reference in such filing.

~~There are no material relationships between the officers, directors and principal shareholders of FISION and those of Score.~~2

~~Item~~Cautionary ~~8.01~~Statements ~~Other~~Regarding ~~Events~~Forward-Looking Information

~~The~~This ~~Company~~Current ~~recently~~Report ~~improved~~on ~~and~~Form ~~uplisted~~8-K includes “forward-looking statements” within the ~~quotation~~meaning ~~platform~~of ~~for~~the ~~its~~safe ~~common~~harbor ~~stock~~provisions ~~with~~of ~~OTC~~the ~~Market~~United ~~Group,~~States ~~Inc~~Private Securities Litigation Reform Act of 1995. toCertain ~~its~~of these forward-looking statements can be identified by the use of words such as “~~OTC.QB~~believes,” ~~quotation~~“expects,” ~~system~~“intends,” “plans,” “estimates,” “assumes,” “may,” “should,” “will,” “seeks,” “targets,” or other similar expressions. Such statements may include, but are not limited to, statements about the adjustments to the Company’s valuation allowance for the deferred tax asset balances, future financial and operating results, any need to restate financial statements and related matters, the Company’s plans, objectives, expectations and intentions and other statements that are not historical facts.

~~Item~~Forward-looking 9statements are subject to significant known and unknown risks, uncertainties and other important factors, and our actual results, performance or achievements could differ materially from future results, performance or achievements expressed in these forward-looking statements.01 ~~Financial~~These ~~Statements~~forward-looking statements are based on the Company’s current beliefs, intentions and ~~Exhibits~~expectations and are not guarantees or indicative of future performance, nor should any conclusions be drawn or assumptions be made as to the potential outcome of any strategic initiatives we pursue. Risks and uncertainties relating to the Restatement due to the error in the valuation allowance for deferred tax assets include: the timing of and definitive findings regarding the Company’s assessment of the error in its valuation allowance, including the expected materiality of the adjustments; whether any additional accounting errors or other issues are identified; reactions from the Company’s creditors, stockholders, or business partners; potential delays in the preparation of restated financial statements; our ability to remediate control deficiencies and material weaknesses, and the timing and expense of such remediation; our ability to successfully negotiate and obtain any necessary waivers, amendments and / or forbearances (including any extensions of the foregoing) to credit and financing arrangements and the impact on our business should we fail to obtain such waivers, amendments and / or forbearances; and the impact and result of any litigation or regulatory inquiries or investigations related to the findings of the Company’s assessment or the Company’s Restatement. Important assumptions and other important factors that could cause actual results to differ materially from those forward-looking statements include, but are not limited to, those factors, risks and uncertainties described above and in more detail under the heading “Risk Factors” in the Company’s annual and quarterly reports filed with the SEC.

99.1		Financial statements of Score-Inc.com business acquired.
99.2		Pro Forma Financial Information for acquisition of Score-Inc.com.

The above factors, risks and uncertainties are difficult to predict, contain uncertainties that may materially affect actual results and may be beyond the Company’s control. New factors, risks and uncertainties emerge from time to time, and it is not possible for management to predict all such factors, risks and uncertainties. Although the Company believes that the assumptions underlying the forward-looking statements contained herein are reasonable, any of the assumptions could be inaccurate, and therefore any of these statements included herein may prove to be inaccurate. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by the Company or any other person that the results or conditions described in such statements or our objectives and plans will be achieved. The Company makes no commitment to revise or update any forward-looking statements in order to reflect events or circumstances after the date any such statement is made, except as otherwise required under the federal securities laws. If the Company were in any particular instance to update or correct a forward-looking statement, investors and others should not conclude that the Company would make additional updates or corrections thereafter except as otherwise required under the federal securities laws.

~~SIGNATURES~~SIGNATURE

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 hereunto duly authorized.

	FISION CORPORATION (Registrant)
	FISION CORPORATION
Dated: August 23, 2021	By:	/s/ Michael Brown
	(Registrant)
		Michael Brown, Principal Executive Officer
Dated: December 22, 2021	By:	/s/ William Gerhauser
		William GerhauserChief Executive Officer

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