What changed in this filing

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Item 9A. Controls and Procedures

2022-10-04 compared with 2021-10-13 · 934 added, 1917 removed, 208 unchanged (93% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

management, with the participation of our Chief Executive Officer,

who at June 30, 2021 was also our principal executive and financial

officer, has evaluated the effectiveness of our disclosure controls

and procedures as defined in Rule 13a-15(e) of the Securities

Exchange Act of 1934, as amended, or the Exchange Act.

that evaluation, our Chief Executive Officer concluded that, as of

June 30, 2021, our disclosure controls and procedures were not

effective in ensuring that material information required to be

disclosed in the reports that we file or submit under the Exchange

Act is recorded, processed, summarized and reported within the time

periods specified in the SEC’s rules and forms, including

ensuring that such material information is accumulated and

communicated to our Chief Executive Officer to allow timely

decisions regarding required disclosure.

Report on Internal Control over Financial Reporting

management is responsible for establishing and maintaining adequate

internal control over financial reporting as defined in Rule

13a-15(f) under the Exchange Act.

Our management assessed the

effectiveness of our internal control over financial reporting as

of June 30, 2021.

In making this assessment, our management used

criteria issued by the Committee of Sponsoring Organizations of the

Treadway Commission in Internal Control Over Financial Reporting

Guidance for Smaller Public Companies.

our assessment of the design and the effectiveness of internal

control over financial reporting as of June 30, 2021, management

identified the following material weaknesses:

we have processes in place, there are no formal written policies

and procedures related to certain financial reporting

is no formal documentation in which management specified financial

reporting objectives to enable the identification of risks,

including fraud risks;

Board of Directors consists of four members, however we lack the

resources and personnel to implement proper segregation of duties

or other risk mitigation systems.

material weakness is “a significant deficiency, or a

combination of significant deficiencies, that result in more than a

remote likelihood that a material misstatement of the annual or

interim financial statements will not be prevented or detected by

us in a timely manner.”

A significant deficiency is a

deficiency or a combination of deficiencies, in internal control

over financial reporting that is less severe than a material

weakness, yet important enough to merit attention by those

responsible for oversight of the registrant’s financial

intend to gradually improve our internal control over financial

reporting to the extent that we can allocate resources to such

improvements.

We intend to prioritize the design of our internal

control over financial reporting starting with our control

environment and risk assessments and ending with control

activities, information and communication activities, and

monitoring activities.

Although we believe the time to adapt in the

next year will help position us to provide improved internal

control functions into the future, in the interim, these changes

caused control deficiencies, which in the aggregate resulted in a

material weakness.

Due to the existence of these material

weaknesses, our management, including our Chief Executive Officer,

concluded that our internal control over financial reporting was

not effective as of June 30, 2021.

annual report does not include an attestation report of the

Company’s independent registered public accounting firm

regarding internal control over financial reporting.

Management’s report was not subject to attestation by the

Company’s independent registered public accounting firm

pursuant to the rules of the SEC that permit smaller reporting

companies to provide only the management’s report in this

annual report.

Our management, with the participation of our Chief Executive Officer, who at June 30, 2022 was also our principal executive and financial officer, has evaluated the effectiveness of our disclosure controls and procedures as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended, or the Exchange Act.

Based upon that evaluation, our Chief Executive Officer concluded that, as of June 30, 2022, our disclosure controls and procedures were not effective in ensuring that material information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, including ensuring that such material information is accumulated and communicated to our Chief Executive Officer to allow timely decisions regarding required disclosure.

Management Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Exchange Act.

Our management assessed the effectiveness of our internal control over financial reporting as of June 30, 2022.

In making this assessment, our management used criteria issued by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control Over Financial Reporting – Guidance for Smaller Public Companies.

During our assessment of the design and the effectiveness of internal control over financial reporting as of June 30, 2022, management identified the following material weaknesses:

While we have processes in place, there are no formal written policies and procedures related to certain financial reporting processes;

There is no formal documentation in which management specified financial reporting objectives to enable the identification of risks, including fraud risks;

Our Board of Directors consists of six members, however, we lack the resources and personnel to implement proper segregation of duties or other risk mitigation systems.

A material weakness is “a significant deficiency, or a combination of significant deficiencies, that result in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected by us in a timely manner.” A significant deficiency is a deficiency or a combination of deficiencies, in internal control over financial reporting that is less severe than a material weakness, yet important enough to merit attention by those responsible for oversight of the registrant’s financial reporting.

We intend to gradually improve our internal control over financial reporting to the extent that we can allocate resources to such improvements.

We intend to prioritize the design of our internal control over financial reporting starting with our control environment and risk assessments and ending with control activities, information and communication activities, and monitoring activities.

Although we believe the time to adapt in the next year will help position us to provide improved internal control functions into the future, in the interim, these changes caused control deficiencies, which in the aggregate resulted in a material weakness.

Due to the existence of these material weaknesses, our management, including our Chief Executive Officer, concluded that our internal control over financial reporting was not effective as of June 30, 2022.

This annual report does not include an attestation report of the Company’s independent registered public accounting firm regarding internal control over financial reporting.

Management’s report was not subject to attestation by the Company’s independent registered public accounting firm pursuant to the rules of the SEC that permit smaller reporting companies to provide only the management’s report in this annual report.

Changes in Internal Control over Financial Reporting

was no change in our internal control over financial reporting

during the fiscal quarter ended June 30, 2021, that has materially

affected, or is reasonably likely to materially affect, our

internal control over financial reporting.

There was no change in our internal control over financial reporting during the fiscal quarter ended June 30, 2022, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Other Information

Directors, Executive Officers and Corporate

following table sets forth the names, ages and principal position

of our executive officers and directors as of June 30,

of the Board, Chief Executive Office, Chief Financial

Grbelja (1)(2)

Favata (1)(2)

Directors, Executive Officers and Corporate Governance.

The following table sets forth the names, ages and principal position of our executive officers and directors as of June 30, 2022:

Chairman of the Board, Chief Executive Office, Chief Financial Officer

Thomas Grbelja (1)(2)

Emmanuel Esaka, MD

Paul Favata (1)(2)

Solomon Adote

(1) Member of the Compensation Committee

(2) Member of the Audit Committee

Mark Lucky has served as the Company’s Chief

Executive Officer, Treasurer, Secretary, and Chairman of the

Company’s Board of Directors since February 2019.

has been a certified public accountant and has more than 15 years

of experience serving as a public company chief financial officer.

His professional experience includes working with start-ups,

development-stage and mature companies in a wide variety of

Mark Lucky has served as the Company’s Chief Executive Officer, Treasurer, Secretary, and Chairman of the Company’s Board of Directors since February 2019.

Lucky has been a certified public accountant and has more than 15 years of experience serving as a public company chief financial officer.

His professional experience includes working with start-ups, development-stage and mature companies in a wide variety of industries.

From May 2014 until February 2019 Mr.

Lucky has worked

as a consultant to various public and private companies, including

Visium Technologies, Inc., Intelligent Living America, Inc.

Lucky has worked as a consultant to various public and private companies, including Visium Technologies, Inc., Intelligent Living America, Inc.

ILIV), and Ronn Motor Group, Inc.

Prior to that, Mr.

as the CFO for IceWeb Inc.

Lucky served as the CFO for IceWeb Inc.

IWEB) from March 2007 to May 2014.

From 2004 to 2005 he served as Vice President of Finance and

Administration at Galt Associates, Inc., a Sterling, Virginia

informatics/ technology and medical research services company and

from 2001 to 2004 he was Vice President of Finance and

Administration of MindShare Design, Inc., a San Francisco,

California based internet technology company.

From 2004 to 2005 he served as Vice President of Finance and Administration at Galt Associates, Inc., a Sterling, Virginia informatics/ technology and medical research services company and from 2001 to 2004 he was Vice President of Finance and Administration of MindShare Design, Inc., a San Francisco, California based internet technology company.

During his career Mr.

Lucky has also been employed by Axys Pharmaceuticals, Inc (NASDAQ:

AXPH) a San Francisco, California-based early stage drug discovery

biotech company, PriceWaterhouseCoopers, LLC, COMPASS Management

and Leasing, Inc., Mindscape, Inc., The Walt Disney Company and

Lucky formerly served as a member of the board of

directors of Intelligent Living America, Inc., VOIS Inc.

Medical, Inc.

AXPH) a San Francisco, California-based early-stage drug discovery biotech company, PriceWaterhouseCoopers, LLC, COMPASS Management and Leasing, Inc., Mindscape, Inc., The Walt Disney Company and KPMG.

Lucky formerly served as a member of the board of directors of Intelligent Living America, Inc., VOIS Inc.

and HASCO Medical, Inc.

Lucky received a B.A.

degree in Economics from

the University of California, Los Angeles.

believe that Mr.

Lucky’s extensive senior management and

operational experience brings valuable knowledge to our board of

directors and that these experiences, qualifications, and

attributes have led to our conclusion that Mr.

Lucky should be

serving as a member of our board of directors.

Thomas Grbelja previously served as a director of

Realbiz Media Group, Inc.

RBIZ), and served as their Chief

Financial Officer from June 19, 2015 to January 2, 2017.

Grbelja has spent over 30 years as a Certified Public Accountant

providing a wide variety of professional accounting, tax and

financial consulting services to professional service,

manufacturing, and construction industry participants.

he has served as the President and a Founding Member of Burke

Grbelja & Symeonides, LLC, Certified Public Accountants, an

accounting firm based in Rochelle Park, New Jersey.

between 1983 and 1990, Mr.

Grbelja worked as an accountant at

Coopers & Lybrand, where he was responsible for the overall

audit engagement, including filings with the SEC, for certain

large, publicly traded companies.

He received his undergraduate

degree in accounting at Fairleigh Dickinson University and is a

Certified Public Accountant.

on his business experience the Company believes that Mr.

well-qualified to serve on the Company’s Board of

Paul Favata is a 29-year Wall Street veteran who began

his career on the American Stock Exchange (AMEX), working for two

smaller member firms, before moving to the New York Stock Exchange

After five years with one of the largest specialist firms

on the floor, Mr.

Favata left the exchange in 1992 to work on the

Favata spent the bulk of the 1990’s with a

small boutique firm working in both the retail and institutional

Favata held the position of Senior Vice President

of Finance at a small, privately held consulting firm that advised

clients on acquisitions and long-term financing strategies.

Favata has held various C-level executive positions

including as Chief Financial Officer of a $60 million annual

revenue telecom provider having management oversight and

responsibility for all financial functions while overseeing all

revenues, costs, capital expenditures, investments, and debt.

recently, President of a publicly traded company specializing in

the acquisition and integration of IT and Cloud Technology service

providers and Internet and web technologies.

Favata resides,

with his family, in Saint Petersburg, Florida.

believe that Mr.

Favata’s extensive senior management and

operational experience brings valuable knowledge to our board of

directors and that these experiences, qualifications, and

attributes have led to our conclusion that Mr.

Favata should be

serving as a member of our board of directors.

degree in Economics from the University of California, Los Angeles.

We believe that Mr.

Lucky’s extensive senior management and operational experience brings valuable knowledge to our board of directors and that these experiences, qualifications, and attributes have led to our conclusion that Mr.

Lucky should be serving as a member of our board of directors.

Thomas Grbelja previously served as a director of Realbiz Media Group, Inc.

RBIZ), and served as their Chief Financial Officer from June 19, 2015 to January 2, 2017.

Grbelja has spent over 30 years as a Certified Public Accountant providing a wide variety of professional accounting, tax and financial consulting services to professional service, manufacturing, and construction industry participants.

Since 1990 he has served as the President and a Founding Member of Burke Grbelja & Symeonides, LLC, Certified Public Accountants, an accounting firm based in Rochelle Park, New Jersey.

In addition, between 1983 and 1990, Mr.

Grbelja worked as an accountant at Coopers & Lybrand, where he was responsible for the overall audit engagement, including filings with the SEC, for certain large, publicly traded companies.

He received his undergraduate degree in accounting at Fairleigh Dickinson University and is a Certified Public Accountant.

Based on his business experience the Company believes that Mr.

Grbelja is well-qualified to serve on the Company’s Board of Directors.

Paul Favata is a 29-year Wall Street veteran who began his career on the American Stock Exchange (AMEX), working for two smaller member firms, before moving to the New York Stock Exchange (NYSE).

After five years with one of the largest specialist firms on the floor, Mr.

Favata left the exchange in 1992 to work on the sell-side.

Favata spent the bulk of the 1990’s with a small boutique firm working in both the retail and institutional sales areas.

Favata held the position of Senior Vice President of Finance at a small, privately held consulting firm that advised clients on acquisitions and long-term financing strategies.

Since 2008, Mr.

Favata has held various C-level executive positions including as Chief Financial Officer of a $60 million annual revenue telecom provider having management oversight and responsibility for all financial functions while overseeing all revenues, costs, capital expenditures, investments, and debt.

Most recently, President of a publicly traded company specializing in the acquisition and integration of IT and Cloud Technology service providers and Internet and web technologies.

Favata resides, with his family, in Saint Petersburg, Florida.

We believe that Mr.

Favata’s extensive senior management and operational experience brings valuable knowledge to our board of directors and that these experiences, qualifications, and attributes have led to our conclusion that Mr.

Favata should be serving as a member of our board of directors.

Emmanuel Esaka.

Esaka brings decades of experience

as a successful surgeon.

He has earned an MBA from Auburn

University, and graduated Cum Laude with Highest Honors from

Università

Degli Studi di Bologna, Italy School of Medicine

He is the Founder, Owner, and CEO of Advanced Care

Obstetrics and Gynecology PA in Wilmington, Delaware, Co-Founder

and Managing Director of 3N Pharma USA, Inc., Founder and CEO of

Cameroon American Health System, Inc., and Co-Founder of Caritas

Home Health Services, Inc.

Osaka also served as attending

obstetrics and gynecology at Irwin Army Community Hospital, and

serves as a Director of Meiger Health, Inc.

believe that Dr.

Esaka’s extensive experience and business

background adds valuable knowledge to our board of directors and

that these experiences, qualifications, and attributes have led to

our conclusion that Dr.

Esaka should be serving as a member of our

board of directors.

are no family relationships among our directors or executive

Corporate Governance

Directors are elected at the annual stockholder meeting or

appointed by our Board of Directors and serve for one year or until

their successors are elected and qualified.

When a new director is

appointed to fill a vacancy created by an increase in the number of

directors, that director holds office until the next election of

one or more directors by stockholders.

Officers are appointed by

our Board of Directors and their terms of office are at the

discretion of our Board of Directors.

Director Compensation

We compensate the Directors with stock as compensation for board

Esaka brings decades of experience as a successful surgeon.

He has earned an MBA from Auburn University, and graduated Cum Laude with Highest Honors from Università Degli Studi di Bologna, Italy School of Medicine and Surgery.

He is the Founder, Owner, and CEO of Advanced Care Obstetrics and Gynecology PA in Wilmington, Delaware, Co-Founder and Managing Director of 3N Pharma USA, Inc., Founder and CEO of Cameroon American Health System, Inc., and Co-Founder of Caritas Home Health Services, Inc.

Osaka also served as attending obstetrics and gynecology at Irwin Army Community Hospital, and serves as a Director of Meiger Health, Inc.

We believe that Dr.

Esaka’s extensive experience and business background adds valuable knowledge to our board of directors and that these experiences, qualifications, and attributes have led to our conclusion that Dr.

Esaka should be serving as a member of our board of directors.

Monk has over 35 years of enterprise solution sales, marketing and alliance management experience working with technology companies to drive growth and develop their partner ecosystem to reach new customers and markets.

Monk has a unique blend of sales and marketing leadership with the right level of technical expertise and proven business experience to help organizations accelerate their growth to new heights.

Monk has held leadership positions at ASG Technologies, Skytap, Informatica, HP Software, Mercury, and Computer Associates.

Monk holds a BS in Computer Science from Virginia Tech.

We believe that Mr.

Monk’s extensive experience and business background, particularly involving his background in technology sales and channel development, adds valuable knowledge to our board of directors.

Solomon Adote.

Adote currently serves as the Chief Security Officer for the State of Delaware.

Adote brings great experience designing comprehensive information security programs and deploying some of the industry's leading technologies.

He has also developed hybrid-managed and in-house Security Operations Centers (SOC) and led the architecture and implementation of secure computing environments for both public and private clouds.

Prior to his role with the State of Delaware, he led FMC, Inc.'s global IT cyber security team for six years.

He was responsible for the security of a complex, 90-site international manufacturing and corporate network.

His team covered all aspects of cyber security from network security, application security, incident response, identity, and access lifecycle management, to internet and remote access.

Adote also previously worked as an IT security technical lead at QVC Inc., the third-largest e-commerce company in North America, where he secured a dynamic Payment Card Industry (PCI) compliant credit card processing environment with a web presence in multiple countries.

Adote holds a Master of Science in Computer Information Technology degree from Regis University and various industry-leading certifications including Computer Information Security Management (CISM), Certified Information System Security Professional (CISSP), Cisco Certified Network Profession in Security (CCNP-S), Certified Ethical Hacker (C|EH), and SANs Firewall Security Analyst, among others.

We believe that Mr.

Adote’s extensive technology experience and business background, particularly involving network security, adds valuable knowledge to our board of directors.

There are no family relationships among our directors or executive officers.

Committees of the Board of Directors

Board of Directors has established an Audit Committee, and a

Compensation Committee, and meet as a whole to fulfill the

functions of the Nominating Committee.

Our Board of Directors has established an Audit Committee, and a Compensation Committee, and meet as a whole to fulfill the functions of the Nominating Committee.

Audit Committee .

Favata and Mr.

Grbelja are members of

the Audit Committee.

The Audit Committee of our Board of Directors

was formed to assist the Board of Directors in fulfilling its

oversight responsibilities for the integrity of our consolidated

financial statements, compliance with legal and regulatory

requirements, the independent registered public accounting

firm’s qualifications and independence, and the performance

of our internal audit function and independent auditors.

Committee will also prepare the report that SEC rules require be

included in our annual proxy statement.

The Audit Committee has

adopted a charter which sets forth the parameters of its authority

The Audit Committee Charter provides that the Audit Committee is

empowered to:

compensate, and oversee the work of the independent registered

public accounting firm employed by our company to conduct the

annual audit.

This firm will report directly to the audit

any disagreements between management and the auditor regarding

financial reporting;

all auditing and permitted non-audit services performed by our

external audit firm;

independent counsel, accountants, or others to advise the committee

or assist in the conduct of an investigation;

any information it requires from employees - all of whom are

directed to cooperate with the committee’s requests - or

external parties;

with our officers, external auditors, or outside counsel, as

committee may delegate authority to subcommittees, including the

authority to pre-approve all auditing and permitted non-audit

services, provided that such decisions are presented to the full

committee at its next scheduled meeting.

Audit Committee member is required to:

the independence requirements of Section 10A(m)(3) of the

Securities Exchange Act of 1934, and all rules and regulations

promulgated by the SEC as well as the rules imposed by the stock

exchange or other marketplace on which our securities may be listed

from time to time, and

the definitions of “non-employee director”

of SEC Rule 16b-3 and “outside director”

of Section 162(m) of the Internal Revenue Code.

committee member is required to be financially literate and at

least one member is to be designated as the “financial

expert,”

as defined by applicable legislation and regulation.

No committee member is permitted to simultaneously serve on the

audit committees of more than two other public companies.

expand our Board of Directors with additional independent directors

the number of directors serving on the Audit Committee will also

of the Audit Committee Charter is available on our website at

www.visiumtechnologies.com under “Investor

Relations”.

Grbelja are members of the Audit Committee.

The Audit Committee of our Board of Directors was formed to assist the Board of Directors in fulfilling its oversight responsibilities for the integrity of our consolidated financial statements, compliance with legal and regulatory requirements, the independent registered public accounting firm’s qualifications and independence, and the performance of our internal audit function and independent auditors.

The Audit Committee will also prepare the report that SEC rules require be included in our annual proxy statement.

The Audit Committee has adopted a charter which sets forth the parameters of its authority The Audit Committee Charter provides that the Audit Committee is empowered to:

Appoint, compensate, and oversee the work of the independent registered public accounting firm employed by our company to conduct the annual audit.

This firm will report directly to the audit committee;

Resolve any disagreements between management and the auditor regarding financial reporting;

Pre-approve all auditing and permitted non-audit services performed by our external audit firm;

Retain independent counsel, accountants, or others to advise the committee or assist in the conduct of an investigation;

Seek any information it requires from employees - all of whom are directed to cooperate with the committee’s requests - or external parties;

Meet with our officers, external auditors, or outside counsel, as necessary;

The committee may delegate authority to subcommittees, including the authority to pre-approve all auditing and permitted non-audit services, provided that such decisions are presented to the full committee at its next scheduled meeting.

Each Audit Committee member is required to:

satisfy the independence requirements of Section 10A(m)(3) of the Securities Exchange Act of 1934, and all rules and regulations promulgated by the SEC as well as the rules imposed by the stock exchange or other marketplace on which our securities may be listed from time to time, and

meet the definitions of “non-employee director” for purposes of SEC Rule 16b-3 and “outside director” for purposes of Section 162(m) of the Internal Revenue Code.

Each committee member is required to be financially literate and at least one member is to be designated as the “financial expert,” as defined by applicable legislation and regulation.

No committee member is permitted to simultaneously serve on the audit committees of more than two other public companies.

As we expand our Board of Directors with additional independent directors the number of directors serving on the Audit Committee will also increase.

A copy of the Audit Committee Charter is available on our website at www.visiumtechnologies.com under “Investor Relations”.

Compensation Committee .

Favata and Mr.

members of the Compensation Committee.

The Compensation Committee

was appointed by the Board to discharge the Board’s

responsibilities relating to:

of our executives,

compensation plans, including, without limitation, stock option and

restricted stock plans, in which officers or employees may

participate and

with executive officers relating to their employment relationships

with our company, including employment agreements, severance

agreements, supplemental pension, or savings arrangements, change

in control agreements and restrictive covenants.

Compensation Committee has adopted a charter.

The Compensation

Committee charter provides that the Compensation Committee has

overall responsibility for approving and evaluating executive

officer compensation plans, policies, and programs of our company,

as well as all equity-based compensation plans and policies.

addition, the Compensation Committee oversees, reviews, and

approves all of our ERISA and other employee benefit plans which we

may establish from time to time.

The Compensation Committee is also

responsible for producing an annual report on executive

compensation for inclusion in our proxy statement and assisting in

the preparation of certain information to be included in other

periodic reports filed with the SEC.

Compensation Committee member is required to:

the independence requirements of Section 10A(m)(3) of the

Securities Exchange Act of 1934, and all rules and regulations

promulgated by the SEC as well as the rules imposed by the stock

exchange or other marketplace on which our securities may be listed

from time to time, and

the definitions of “non-employee director”

of SEC Rule 16b-3 and “outside director”

of Section 162(m) of the Internal Revenue Code.

Pursuant to our

Compensation Committee Charter, the Compensation Committee is

charged with evaluating and recommending for approval by the Board

of Directors the compensation of our executive officers.

addition, the Compensation Committee also evaluates and makes

recommendations to the entire Board of Directors regarding grants

of options which may be made as director compensation.

Compensation Committee does not delegate these authorities to any

other persons, nor does it use the services of any compensation

Grbelja are members of the Compensation Committee.

The Compensation Committee was appointed by the Board to discharge the Board’s responsibilities relating to:

compensation of our executives,

equity-based compensation plans, including, without limitation, stock option and restricted stock plans, in which officers or employees may participate and

arrangements with executive officers relating to their employment relationships with our company, including employment agreements, severance agreements, supplemental pension, or savings arrangements, change in control agreements and restrictive covenants.

The Compensation Committee has adopted a charter.

The Compensation Committee charter provides that the Compensation Committee has overall responsibility for approving and evaluating executive officer compensation plans, policies, and programs of our company, as well as all equity-based compensation plans and policies.

In addition, the Compensation Committee oversees, reviews, and approves all of our ERISA and other employee benefit plans which we may establish from time to time.

The Compensation Committee is also responsible for producing an annual report on executive compensation for inclusion in our proxy statement and assisting in the preparation of certain information to be included in other periodic reports filed with the SEC.

Each Compensation Committee member is required to:

meet the definitions of “non-employee director” for purposes of SEC Rule 16b-3 and “outside director” for purposes of Section 162(m) of the Internal Revenue Code.

Pursuant to our Compensation Committee Charter, the Compensation Committee is charged with evaluating and recommending for approval by the Board of Directors the compensation of our executive officers.

In addition, the Compensation Committee also evaluates and makes recommendations to the entire Board of Directors regarding grants of options which may be made as director compensation.

The Compensation Committee does not delegate these authorities to any other persons, nor does it use the services of any compensation consultants.

Compliance with Section 16(a) of the Exchange Act

16(a) of the Securities Exchange Act of 1934 requires our officers

and directors, and persons who own more than ten percent of a

registered class of our equity securities, to file reports of

ownership and changes in ownership with the Securities and Exchange

Such persons are required by SEC regulations to furnish

us with copies of all Section 16(a) reports they file.

To our knowledge, based solely on our review of the copies of such

reports furnished to us and written representations that no other

reports were required to be filed during fiscal 2020, we believe

that for fiscal 2021, all required reports were filed on a timely

basis under Section 16(a), except for Dr Esaka, who had not yet

filed his initial Form 3 or subsequent Form 4 and Form

Section 16(a) of the Securities Exchange Act of 1934 requires our officers and directors, and persons who own more than ten percent of a registered class of our equity securities, to file reports of ownership and changes in ownership with the Securities and Exchange Commission.

Such persons are required by SEC regulations to furnish us with copies of all Section 16(a) reports they file.

To our knowledge, based solely on our review of the copies of such reports furnished to us and written representations that no other reports were required to be filed during fiscal 2020, we believe that for fiscal 2021, all required reports were filed on a timely basis under Section 16(a), except for Dr Esaka, who had not yet filed his initial Form 3 or subsequent Form 4 and Form 5.

Code of Ethics

adopted a Code of Ethics and Business Conduct to provide guiding

principles to our principal executive officer, principal financial

officer, and principal accounting officer or controller of our

company in the performance of their duties.

Our Code of Ethics and

Business Conduct also strongly recommends that all directors and

employees of our company comply with the code in the performance of

their duties.

Our Code of Ethics and Business Conduct provides that

the basic principle that governs all of our officers, directors and

employees is that our business should be carried on with loyalty to

the interest of our stockholders, customers, suppliers, fellow

employees, strategic partners and other business associates.

believe that the philosophy and operating style of our management

are essential to the establishment of a proper corporate

environment for the conduct of our business.

Generally, our Code

of Ethics and Business Conduct provides guidelines

reporting responsibilities,

inappropriate

and irregular conduct,

contributions, and

We have adopted a Code of Ethics and Business Conduct to provide guiding principles to our principal executive officer, principal financial officer, and principal accounting officer or controller of our company in the performance of their duties.

Our Code of Ethics and Business Conduct also strongly recommends that all directors and employees of our company comply with the code in the performance of their duties.

Our Code of Ethics and Business Conduct provides that the basic principle that governs all of our officers, directors and employees is that our business should be carried on with loyalty to the interest of our stockholders, customers, suppliers, fellow employees, strategic partners and other business associates.

We believe that the philosophy and operating style of our management are essential to the establishment of a proper corporate environment for the conduct of our business.

Generally, our Code of Ethics and Business Conduct provides guidelines regarding:

conflicts of interest,

financial reporting responsibilities,

insider trading,

inappropriate and irregular conduct,

political contributions, and

compliance with laws.

Executive Compensation.

following table sets forth, for the last two completed fiscal

years, all compensation paid, distributed or accrued for services

rendered to us by (i) all individuals serving as our principal

executive officer or acting in a similar capacity during the last

completed fiscal year, regardless of compensation level;

two most highly compensated executive officers other than the

principal executive officer who were serving as executive officers

at the end of the last completed fiscal year and whose total

compensation exceeded $100,000;

and (iii) up to two additional

individuals for whom disclosure would have been provided pursuant

to (ii) above but for the fact that the individual was not serving

as our executive officer at the end of the last completed fiscal

The following table sets forth, for the last two completed fiscal years, all compensation paid, distributed or accrued for services rendered to us by (i) all individuals serving as our principal executive officer or acting in a similar capacity during the last completed fiscal year, regardless of compensation level;

(ii) our two most highly compensated executive officers other than the principal executive officer who were serving as executive officers at the end of the last completed fiscal year and whose total compensation exceeded $100,000;

and (iii) up to two additional individuals for whom disclosure would have been provided pursuant to (ii) above but for the fact that the individual was not serving as our executive officer at the end of the last completed fiscal year:

Summary Compensation Table

Non-Qualified

Incentive Plan

Name and Principal Position

Salary ($)(1)

Stock Awards ($)

Option Awards ($)

Non-Equity Incentive Plan Compensation ($)

Non-Qualified Deferred Compensation Earnings ($)

All Other Compensation ($)

Executive Officer and Chief Financial Officer

includes accrued compensation for Mr.

Actual amounts paid to

Lucky were $354,000 and $0 for 2021 and 2020,

respectively.

Compensation ($)

Mark Lucky (1)

Chief Executive Officer and Chief Financial Officer

Amounts includes accrued compensation for Mr.

Employment Agreements

no employees are party to any employment agreement with the

We anticipate that as we complete certain acquisition

transactions, the Company will enter into employment agreements

with key executives.

Currently no employees are party to any employment agreement with the Company.

We anticipate that as we complete certain acquisition transactions, the Company will enter into employment agreements with key executives.

Pension, Retirement or Similar Benefit Plans

are no arrangements or plans in which we provide pension,

retirement or similar benefits for directors or executive officers.

Our directors and executive officers may receive stock options at

the discretion of our Board in the future.

There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers.

Our directors and executive officers may receive stock options at the discretion of our Board in the future.

Outstanding Equity Awards at Fiscal Year-End

following table provides information concerning equity incentive

plan awards for each named executive officer outstanding as of June

The following table provides information concerning equity incentive plan awards for each named executive officer outstanding as of June 30, 2022:

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

STOCK AWARDS

or Payout

Value of

Units or

Have Not

Director Compensation

Board of Directors is comprised of Mr.

Our Board of Directors is comprised of Mr.

Paul Favata, Mr.

Tom Grbelja, Dr.

Emmanuel Esaka, and Mr.

Mark Lucky, who is also an

executive officer of our company.

Mark Lucky, who is also an executive officer of our company.

In March 2021, Messrs.

Grbelja each received restricted stock grants as compensation for

their Board services.

following table sets forth the restricted stock grants issued to

Favata and Grbelja each received restricted stock grants as compensation for their Board services.

The following table sets forth the restricted stock grants issued to Messrs.

Favata, Grbelja, and Dr.

Esaka as compensation for their

Board service:

Esaka as compensation for their Board service:

Common Shares

2 unchanged sentences

Granted/Vested

Security Ownership of Certain Beneficial Owners and

Management and Related Stockholders Matters.

September 30, 2021, we had 3,512,404,577 shares of our Common Stock

The following table sets forth information regarding

the beneficial ownership of our Common Stock as of September 30,

2021, 2020 by:

person known by us to be the beneficial owner of more than 5% of

our Common Stock;

our executive officers named in the compensation tables in Item 11;

our executive officers and director as a group.

Emmanuel Esaka

Solomon Adote

Security Ownership of Certain Beneficial Owners and Management and Related Stockholders Matters.

At September 25, 2022, we had 2,896,396 shares of our Common Stock outstanding.

The following table sets forth information regarding the beneficial ownership of our Common Stock as of September 25, 2022:

each person known by us to be the beneficial owner of more than 5% of our Common Stock;

our director;

each of our executive officers named in the compensation tables in Item 11;

all of our executive officers and director as a group.

Amount and Nature of Beneficial Ownership

Series AA Preferred Stock Ownership

and directors as a group

Percent of Voting Control is based upon the number of outstanding

shares of our common stock and our Series AA Preferred Stock as of

September 30, 2021, 2020.

On that date, we had 3,512,404,577

outstanding shares of common stock with one vote per share, and 1

share of Series AA Preferred Stock outstanding with voting rights

equal to 51% of the outstanding common shares.

following table sets forth securities authorized for issuance under

any equity compensation plans approved by our stockholders as well

as any equity compensation plans not approved by our stockholder as

of June 30, 2021.

Emmanuel Esaka

Solomon Adote

Officers and directors as a group

Percent of Voting Control is based upon the number of outstanding shares of our common stock and our Series AA Preferred Stock as of September 30, 2022.

On that date, we had 2,901,590 outstanding shares of common stock with one vote per share, and 1 share of Series AA Preferred Stock outstanding with voting rights equal to 51% of the outstanding common shares.

The following table sets forth securities authorized for issuance under any equity compensation plans approved by our stockholders as well as any equity compensation plans not approved by our stockholder as of June 30, 2022.

Plan category

Number of securities to be issued upon exercise of outstanding

options, warrants and rights (a)

Weighted-average exercise price of outstanding options, warrants

and rights (b)

Number of securities remaining available for future issuance under

equity compensation plans (excluding securities reflected in column

compensation plans approved by security holders

Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)

Weighted-average exercise price of outstanding options, warrants and rights (b)

Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)

Equity compensation plans approved by security holders

2021 Employee Stock Compensation Plan

compensation plans not approved by security holders

Certain Relationship and Related Party Transactions, and

Director Independence.

than compensation arrangements, we describe below, transactions

during our last fiscal year, to which we were a party, in

amounts involved exceeded or will exceed the lesser of $120,000 or

1% of the average of our total assets at year-end for the last two

completed fiscal years;

our directors, executive officers, or holders of more than 5% of

our common stock, or any member of the immediate family of the

foregoing persons, had or will have a direct or indirect material

Equity compensation plans not approved by security holders

Certain Relationship and Related Party Transactions, and Director Independence.

Other than compensation arrangements, we describe below, transactions during our last fiscal year, to which we were a party, in which:

The amounts involved exceeded or will exceed the lesser of $120,000 or 1% of the average of our total assets at year-end for the last two completed fiscal years;

Any of our directors, executive officers, or holders of more than 5% of our common stock, or any member of the immediate family of the foregoing persons, had or will have a direct or indirect material interest.

Issuances of Common Stock During Fiscal 2022

fiscal 2021 we issued shares of our common stock as

During fiscal 2022 we issued shares of our common stock as follows:

Convertible Notes Payable

the year ended June 30, 2021 the Company issued 524,543,160 shares

of its common stock related to the conversion of $188,460 of

principal and accrued interest of its convertible notes payable, at

an average contract conversion price of $0.00037 per share.

fair value of the shares issued was $2,422,722.

During the year ended June 30, 2022 the Company issued 146,701 shares of its common stock related to the conversion of $828,797 of principal and accrued interest of its convertible notes payable, at an average contract conversion price of $5.66 per share.

The fair value of the shares issued was $831,048.

Sale of Restricted Common Stock

the year ended June 30, 2021, the Company issued 225,000,000

commitment shares related to convertible note transactions, with 4

During the year ended June 30, 2022, the Company sold 222,223 shares of its $0.0001 par value common stock valued at $1,500,000, or $6.75 per share.

Commitment Shares

During the year ended June 30, 2022, we issued 86,667 shares of its common stock as commitment shares related to four financing transactions that raised an aggregate $1,170,000.

The fair value of the commitment shares totaled $236,567 and was accounted for as discount on the related notes payable, which is being amortized over the term of the note.

Stock Based Compensation

the year ended June 30, 2021 the Company issued 220,000,000 shares

of its $0.0001 par value common stock as compensation to its

directors and officers.

The shares were valued at $2,809,000, or

$0.013 per share, based on the share price at the time of the

transactions.

the year ended June 30, 2021 the Company issued and vested

56,666,669 shares of its $0.0001 par value common stock to three

consultants, as compensation under three separate consulting

The shares were valued at $354,000, or $0.001 per

share, based on the share price at the time of the

transactions.

Issuances of Common Stock During 2020

fiscal 2020 we issued shares of our common stock as

During the year ended June 30, 2022, the Company issued 100,758 shares of its $0.0001 par value common stock as compensation to its directors and officers.

The shares were valued at $1,134,118, or $11.25 per share, based on the share price at the time of the transactions.

During the year ended June 30, 2022, the Company issued and vested 53,334 shares of its $0.0001 par value common stock to three consultants, as compensation under three separate consulting agreements.

The shares were valued at $763,036, or $13.88 per share, based on the share price at the time of the transactions.

During the year ended June 30, 2022, the Company issued and vested 54,955 shares of its $0.0001 par value common stock to its employees, as compensation.

The shares were valued at $255,033, or $4.78 per share, based on the share price at the time of the transactions.

Issuances of Common Stock During Fiscal 2021

During fiscal 2021 we issued shares of our common stock as follows:

Convertible Notes Payable

the year ended June 30, 2020 the Company issued 954,210,518 shares

of its common stock related to the conversion of $333,219 of

principal and accrued interest of its convertible notes payable, at

an average contract conversion price of $0.0003 per share.

value of the shares issued was $1,059,572, resulting in a loss on

debt settlement of $593,907.

During the year ended June 30, 2021, the Company issued 388,550 shares of its common stock related to the conversion of $188,460 of principal and accrued interest of its convertible notes payable, at an average contract conversion price of $0.50 per share.

The fair value of the shares issued was $2,422,722.

Sale of Restricted Common Stock

During the year ended June 30, 2021, the Company issued 166,667 commitment shares related to convertible note transactions, with 4 investors.

Stock Based Compensation

the year ended June 30, 2020 the Company issued 348,000,000 shares

of its $0.0001 par value common stock as compensation to its

directors and officers.

The shares were valued at $148,000, or

$0.00043 per share, based on the share price at the time of the

transactions.

the year ended June 30, 2020 the Company issued and vested

199,850,000 shares of its $0.0001 par value common stock to four

consultants, as compensation under four separate consulting

The shares were valued at $198,735, or $0.001 per

share, based on the share price at the time of the

transactions.

During the year ended June 30, 2021, the Company issued 162,963 shares of its $0.0001 par value common stock as compensation to its directors and officers.

The shares were valued at $2,809,000, or $17.55 per share, based on the share price at the time of the transactions.

During the year ended June 30, 2021, the Company issued and vested 41,975 shares of its $0.0001 par value common stock to three consultants, as compensation under three separate consulting agreements.

The shares were valued at $354,000, or $8.43 per share, based on the share price at the time of the transactions.

Director Independence

our common stock is not listed on any national securities exchange,

for purposes of independence we use the definition of independence

applied by The Nasdaq Stock Market.

The Board has determined that

each of Paul Favata, Tom Grbelja, and Dr.

Emmanuel Esaka are

“independent”

in accordance with such

Although our common stock is not listed on any national securities exchange, for purposes of independence we use the definition of independence applied by The Nasdaq Stock Market.

The Board has determined that each of Paul Favata, Tom Grbelja, and Dr.

Emmanuel Esaka are “independent” in accordance with such definition.

Principal Accountant Fees and Services

the two most recent fiscal years and through the Engagement Date,

neither the Company, nor any one on its behalf, consulted with

Assurance Dimensions, Inc.

in regard to the application of

accounting principles to any specified transaction, either

completed or proposed, or the type of audit opinion that might be

rendered on the Company’s financial statements, or any other

matters or reportable events as defined in Item 304(a)(2)(i) and

(ii) of Regulation S-K.

following table summarizes the fees of Assurance Dimensions, Inc.,

our independent registered public accounting firm billed for each

of the last two fiscal years for audit services and other

Related Fees Paid to Assurance Dimensions, Inc.

Consists of fees for professional services rendered in connection

with the financial statements included in our Annual Report on Form

10-K and quarterly reports on Form 10-Q.

Consists of fees relating to any tax compliance and tax

During the two most recent fiscal years and through the Engagement Date, neither the Company, nor any one on its behalf, consulted with Assurance Dimensions, Inc.

in regard to the application of accounting principles to any specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, or any other matters or reportable events as defined in Item 304(a)(2)(i) and (ii) of Regulation S-K.

The following table summarizes the fees of Assurance Dimensions, Inc., our independent registered public accounting firm billed for each of the last two fiscal years for audit services and other services:

Audit Related Fees Paid to Assurance Dimensions, Inc.

All Other Fees

(1) Consists of fees for professional services rendered in connection with the financial statements included in our Annual Report on Form 10-K and quarterly reports on Form 10-Q.

(2) Consists of fees relating to any tax compliance and tax planning.

Exhibits and Financial Statement Schedules

Index to Financial Statements and Financial Statement

Form 10-K Summary.

Not Applicable.

Report of Independent Registered Public Accounting

Index to Financial Statements and Financial Statement Schedules

Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheets as of June 30, 2022 and 2021

Consolidated Statements of Operations for each of the two years in

the period ended June 30, 2021

Consolidated Statements of Changes in Stockholders’

for each of the two years in the period ended June 30,

Consolidated Statements of Cash Flows for each of the two years in

the period ended June 30, 2021

Consolidated Statements of Operations for each of the two years in the period ended June 30, 2022

Consolidated Statements of Changes in Stockholders’ Deficit for each of the two years in the period ended June 30, 2022

Consolidated Statements of Cash Flows for each of the two years in the period ended June 30, 2022

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

other schedules for which provision is made in the applicable

accounting regulations of the SEC are not required under the

related instructions, or are inapplicable, and therefore have been

All other schedules for which provision is made in the applicable accounting regulations of the SEC are not required under the related instructions, or are inapplicable, and therefore have been omitted.

Description of Exhibit

Merger Agreement

Between Jaguar Investments, Inc., Freight Rate, Inc., and Jag2

Corporation (1)

and Plan of Merger by and among Fittipaldi Logistics, Inc., State

Petroleum Acquisition Corp.

Merger Agreement Between Jaguar Investments, Inc., Freight Rate, Inc., and Jag2 Corporation (1)

Agreement and Plan of Merger Between Fittipaldi Logistics, Inc.

and State Petroleum Distributors, Inc.

Membership Interest

Purchase Agreement by and among Threat Surface Solutions Group,

LLC, Acquired Data Solutions, Inc., Ramparts, LLC, and Kevin

Anderson, an Individual, and Visium Technologies, Inc.

First Amendment to

Membership Interest Purchase Agreement by and among Threat

Surface Solutions Group LLC, Acquired Data

Solutions, Inc., Ramparts, LLC, and Kevin Anderson, an Individual,

and Visium Technologies, Inc.

Incorporation of Jaguar

Investments, Inc.

Certificate of

Amendment to Articles of Incorporation (3)

Certificate of

Amendment to the Articles of Incorporation

Certificate of Voting

Powers, Designations, Preferences and Rights to Series B

Convertible Preferred Stock (10)

Certificate of Voting

Powers, Designations, Preferences and Rights to Series C

Convertible Preferred Stock (10)

Certificate of Voting

Powers, Designations, Preferences and Rights to Series Y Preferred

Certificate of

Correction of Certificate of Voting Powers, Designations,

Preferences and Right to Series Y Preferred Stock

Certificate of

Amendment to Articles of Incorporation Increasing Authorized Shares

of Common Stock to 250,000,000 filed on August 13, 2004

Certificate of Voting

Powers, Designations, Preferences and Rights to Preferred Stock of

Series X Convertible Preferred Stock (5)

Amended Bylaws dated

March 31, 2003 (5)

Certificate to Set

Forth Designations, Preferences and Rights to Series D Convertible

Preferred Stock (23)

Certificate to Set

Forth Designations, Preferences and Rights to Series E Convertible

Preferred Stock (29)

Certificate to Set

Forth Designations, Preferences and Rights to Series F Convertible

Preferred Stock (29)

Certificate to Set

Forth Designations, Preferences and Rights to Series G Convertible

Preferred Stock (29)

Certificate to Set

Forth Designations, Preferences and Rights to Series H Convertible

Preferred Stock (29)

Certificate to Set

Forth Designations, Preferences and Rights to Series I Convertible

Preferred Stock (29)

Certificate to Set

Forth Designations, Preferences and Rights to Series J Convertible

Preferred Stock (35)

Form of Common Stock

Purchase Warrant to Newbridge Securities Corporation for Business

Advisory Agreement (10)

Form of 14.25%

secured convertible debenture (35)

$100,000 principal

amount promissory note pursuant to settlement agreement with Stokes

Logistics Consulting, LLC (35)

$100,000 principal

amount 8% secured convertible promissory note

Letter of agreement

dated February 8, 2008 evidencing $25,000 principal promissory note

to Canberra Financial Services II, Inc.

$14,000 principal

12.5% promissory note for services (35)

Form of unsecured

promissory note (35)

Form of non-plan

option agreement (10)

Form of common stock

purchase warrant (10)

Form of Common Stock

Purchase Warrant re:

Membership Interest Purchase Agreement by and Among Threat Surface Solutions Group, LLC, Acquired Data Solutions, Inc., Ramparts, LLC, and Kevin Anderson, an Individual, and Visium Technologies, Inc.

Amendment to Membership Interest Purchase Agreement (37)

Articles of Incorporation (2)

Certificate of Amendment to Articles of Incorporation (3)

Certificate of Amendment to the Articles of Incorporation (4)

Certificate of Voting Powers, Designations, Preferences and Rights to Series B Convertible Preferred Stock (10)

Certificate of Voting Powers, Designations, Preferences and Rights to Series C Convertible Preferred Stock (10)

Certificate of Voting Powers, Designations, Preferences and Rights to Series Y Preferred Stock (5)

Certificate of Correction of Certificate of Voting Powers, Designations, Preferences and Right to Series Y Preferred Stock (5)

Certificate of Amendment to Articles of Incorporation Increasing Authorized Shares of Common Stock to 250,000,000 filed on August 13, 2004 (9)

Certificate of Voting Powers, Designations, Preferences and Rights to Preferred Stock of Series X Convertible Preferred Stock (5)

Amended Bylaws dated March 31, 2003 (5)

Certificate to Set Forth Designations, Preferences and Rights to Series D Convertible Preferred Stock (23)

Certificate to Set Forth Designations, Preferences and Rights to Series E Convertible Preferred Stock (29)

Certificate to Set Forth Designations, Preferences and Rights to Series F Convertible Preferred Stock (29)

Certificate to Set Forth Designations, Preferences and Rights to Series G Convertible Preferred Stock (29)

Certificate to Set Forth Designations, Preferences and Rights to Series H Convertible Preferred Stock (29)

Certificate to Set Forth Designations, Preferences and Rights to Series I Convertible Preferred Stock (29)

Certificate to Set Forth Designations, Preferences and Rights to Series J Convertible Preferred Stock (35)

Form of Common Stock Purchase Warrant to Newbridge Securities Corporation for Business Advisory Agreement (10)

Form of Unsecured Promissory Note to Talos Victory Fund, LLC and Mast Hill Fund, L.P.

for $270,000 Principal Amount (40)

Form of Unsecured Promissory Note to Investor for $270,000 Principal Amount (41)

Form of 14.25% secured convertible debenture (35)

$100,000 principal amount promissory note pursuant to settlement agreement with Stokes Logistics Consulting, LLC (35)

$100,000 principal amount 8% secured convertible promissory note (35)

Letter of agreement dated February 8, 2008 evidencing $25,000 principal promissory note to Canberra Financial Services II, Inc.

$14,000 principal 12.5% promissory note for services (35)

Form of unsecured promissory note (35)

Form of non-plan option agreement (10)

Form of common stock purchase warrant (10)

Form of Common Stock Purchase Warrant re:

14.25% secured convertible debentures (10)

Form of Common Stock

Purchase Warrant issued to Newbridge Securities Corporation as

Placement Agent for 14.25% secured convertible debentures

Form of Series C 10%

unsecured convertible debenture (20)

Form of Warrant for

Series C 10% unsecured convertible debenture offering

Form of Series D 8%

unsecured convertible debenture (35)

convertible debenture (35)

Form of Warrant for

Series D 8% unsecured convertible debenture

Articles of Merger

between Power2Ship, Inc.

Form of Common Stock Purchase Warrant issued to Newbridge Securities Corporation as Placement Agent for 14.25% secured convertible debentures (10)

Form of Series C 10% unsecured convertible debenture (20)

Form of Warrant for Series C 10% unsecured convertible debenture offering (35)

Form of Series D 8% unsecured convertible debenture (35)

Form of 10% convertible debenture (35)

Form of Warrant for Series D 8% unsecured convertible debenture (22)

Articles of Merger between Power2Ship, Inc.

and Fittipaldi Logistics, Inc.

Form of Term Sheet

for Purchase of Outstanding Debentures (Version 2)

Form of Term Sheet

for Purchase of Outstanding Debentures (Version 1)

Form of Non-Plan

Stock Option Agreement for Employees (29)

Form of Non-Plan

Stock Options Agreement for Executives (29)

Articles of Merger

between Fittipaldi Logistics, Inc.

Form of Term Sheet for Purchase of Outstanding Debentures (Version 2) (28)

Form of Term Sheet for Purchase of Outstanding Debentures (Version 1) (28)

Form of Non-Plan Stock Option Agreement for Employees (29)

Form of Non-Plan Stock Options Agreement for Executives (29)

Articles of Merger between Fittipaldi Logistics, Inc.

and Visium Technologies, Inc.

$10,000 principal