VISIUM TECHNOLOGIES INC
For the period ended Jun 30, 2024. Filed Sep 30, 2024.
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FY2024 · Filed Sep 30, 2024
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Item 15. Exhibits and Financial Statement Schedules
a. Index to Financial Statements and Financial Statement Schedules
| Page | |
| Report of Independent Registered Public Accounting Firm | F-2 |
|---|---|
| Consolidated Balance Sheets as of June 30, 2024 and 2023 | F-3 |
| Consolidated Statements of Operations for each of the two years in the period ended June 30, 2024 | F-4 |
| Consolidated Statements of Changes in Stockholders’ Deficit for each of the two years in the period ended June 30, 2024 | F-5 |
| Consolidated Statements of Cash Flows for each of the two years in the period ended June 30, 2024 | F-6 |
| NOTES TO CONSOLIDATED FINANCIAL STATEMENTS | F-7 |
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.
b. Exhibits
| Exhibit No. | Description of Exhibit |
| 2.1 | Merger Agreement Between Jaguar Investments, Inc., Freight Rate, Inc., and Jag2 Corporation (1) |
| 2.2 | Agreement and Plan of Merger Between Fittipaldi Logistics, Inc. and State Petroleum Distributors, Inc. (30) |
| 2.3 | 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. (36) |
| 2.4 | Amendment to Membership Interest Purchase Agreement (37) |
| 3.1 | Articles of Incorporation (2) |
| 3.2 | Certificate of Amendment to Articles of Incorporation (3) |
| 3.3 | Certificate of Amendment to the Articles of Incorporation (4) |
| 3.4 | Certificate of Voting Powers, Designations, Preferences and Rights to Series B Convertible Preferred Stock (10) |
| 3.5 | Certificate of Voting Powers, Designations, Preferences and Rights to Series C Convertible Preferred Stock (10) |
| 3.6 | Certificate of Voting Powers, Designations, Preferences and Rights to Series Y Preferred Stock (5) |
| 3.7 | Certificate of Correction of Certificate of Voting Powers, Designations, Preferences and Right to Series Y Preferred Stock (5) |
| 3.8 | Certificate of Amendment to Articles of Incorporation Increasing Authorized Shares of Common Stock to 250,000,000 filed on August 13, 2004 (9) |
| 3.9 | Certificate of Voting Powers, Designations, Preferences and Rights to Preferred Stock of Series X Convertible Preferred Stock (5) |
| 3.10 | Bylaws (2) |
| 3.11 | Amended Bylaws dated March 31, 2003 (5) |
| 3.12 | Certificate to Set Forth Designations, Preferences and Rights to Series D Convertible Preferred Stock (23) |
| 3.13 | Certificate to Set Forth Designations, Preferences and Rights to Series E Convertible Preferred Stock (29) |
| 3.14 | Certificate to Set Forth Designations, Preferences and Rights to Series F Convertible Preferred Stock (29) |
| 3.15 | Certificate to Set Forth Designations, Preferences and Rights to Series G Convertible Preferred Stock (29) |
| 3.16 | Certificate to Set Forth Designations, Preferences and Rights to Series H Convertible Preferred Stock (29) |
| 3.17 | Certificate to Set Forth Designations, Preferences and Rights to Series I Convertible Preferred Stock (29) |
| 3.18 | Certificate to Set Forth Designations, Preferences and Rights to Series J Convertible Preferred Stock (35) |
| 4.1 | Form of Common Stock Purchase Warrant to Newbridge Securities Corporation for Business Advisory Agreement (10) |
| 4.1 | Form of Unsecured Promissory Note to Talos Victory Fund, LLC and Mast Hill Fund, L.P. for $270,000 Principal Amount (40) |
| 4.1 | Form of Unsecured Promissory Note to Investor for $270,000 Principal Amount (41) |
| 4.2 | Form of 14.25% secured convertible debenture (35) |
| 4.3 | $100,000 principal amount promissory note pursuant to settlement agreement with Stokes Logistics Consulting, LLC (35) |
| 4.4 | $100,000 principal amount 8% secured convertible promissory note (35) |
| 4.5 | Letter of agreement dated February 8, 2008 evidencing $25,000 principal promissory note to Canberra Financial Services II, Inc. (35) |
| 4.6 | $14,000 principal 12.5% promissory note for services (35) |
| 4.7 | Form of unsecured promissory note (35) |
| 4.8 | Form of non-plan option agreement (10) |
| 4.9 | Form of common stock purchase warrant (10) |
| 4.10 | Form of Common Stock Purchase Warrant re: 14.25% secured convertible debentures (10) |
| 4.11 | Form of Common Stock Purchase Warrant issued to Newbridge Securities Corporation as Placement Agent for 14.25% secured convertible debentures (10) |
| 4.12 | Form of Series C 10% unsecured convertible debenture (20) |
| 4.13 | Form of Warrant for Series C 10% unsecured convertible debenture offering (35) |
| 4.14 | Form of Series D 8% unsecured convertible debenture (35) |
| 4.15 | Form of 10% convertible debenture (35) |
| 4.16 | Form of Warrant for Series D 8% unsecured convertible debenture (22) |
| 4.17 | Articles of Merger between Power2Ship, Inc. and Fittipaldi Logistics, Inc. (25) |
| 4.18 | Form of Term Sheet for Purchase of Outstanding Debentures (Version 2) (28) |
| 4.19 | Form of Term Sheet for Purchase of Outstanding Debentures (Version 1) (28) |
| 4.20 | Form of Non-Plan Stock Option Agreement for Employees (29) |
| 4.21 | Form of Non-Plan Stock Options Agreement for Executives (29) |
| 4.22 | Articles of Merger between Fittipaldi Logistics, Inc. and Visium Technologies, Inc. (31) |
| 4.23 | $10,000 principal amount 12% convertible promissory note (35) |
| 4.24 | $5,000 principal amount 12% convertible promissory note (35) |
| 4.25 | $25,000 principal amount 12% convertible promissory note (35) |
| 4.26 | $25,000 principal amount 12% convertible promissory note (35) |
| 4.27 | $20,000 principal amount 12% convertible promissory note (35) |
| 4.28 | $20,000 principal amount 12% convertible promissory note (35) |
| 4.29 | $5,000 principal amount 12% convertible promissory note (35) |
| 4.30 | $20,000 principal amount 12% convertible promissory note (35) |
| 4.31 | $25,000 principal amount 12% convertible promissory note (35) |
| 4.32 | $25,000 principal amount 18% convertible promissory note (35) |
| 4.33 | $12,000 principal amount 12% convertible promissory note (35) |
| 4.34 | $10,000 principal amount 12% convertible promissory note (35) |
| 4.35 | $20,000 principal amount 12% convertible promissory note (35) |
| 4.36 | $18,000 principal 12.5% promissory note for services (35) |
| 4.37 | $30,000 principal amount 12% convertible promissory note (35) |
| 4.38 | $15,000 principal amount 12% convertible promissory note (35) |
| 4.39 | $10,000 principal amount 12% convertible promissory note (35) |
| 4.40 | $25,000 principal amount 18% convertible promissory note (35) |
| 4.41 | $25,000 principal amount 18% convertible promissory note (35) |
| 4.42 | $15,000 principal amount 12% convertible promissory note (35) |
| 4.43 | $25,000 principal amount 12% convertible promissory note (35) |
| 4.44 | $10,000 principal amount 12% convertible promissory note (35) |
| 4.45 | $25,000 principal amount 12% convertible promissory note (35) |
| 4.46 | $10,000 principal amount 12% convertible promissory note (35) |
| 4.47 | Form of Promissory Note issued to FirstFire Global Opportunities Fund, LLC (37) |
| 4.48 | Form of Warrant issued to FirstFire Global Opportunities Fund, LLC (37) |
| 4.49 | Form of Promissory Note issued to Auctus Fund, LLC (38) |
| 4.50 | Form of Warrant issued to Auctus Fund, LLC (38) |
| 4.51 | Form of Unsecured Promissory Note (40) |
| 4.52 | Form of Unsecured Promissory Note (41) |
| 4.53 | Form of Unsecured Promissory Note (42) |
| 4.54 | Form of Warrant (42) |
| 10.1 | Securities Purchase Agreement (6) |
| 10.2 | Investor Registration Rights Agreement (6) |
| 10.3 | 2001 Employee Stock Compensation Plan (3) |
| 10.4 | Employment Agreement with Richard Hersh (8) |
| 10.5 | Form of Intellectual Property Assignment Agreement between Power2Ship, Inc. and each of Richard Hersh, Michael J. Darden and John Urbanowicz (10) |
| 10.6 | Security Agreements for 14.25% secured convertible debentures (10) |
| 10.7 | Registration Rights Agreement for 14.25% secured convertible debentures (10) |
| 10.8 | Asset Purchase Agreement with GFC, Inc. (14) |
| 10.9 | Mutual Agreement with Commodity Express Transportation, Inc. (15) |
| 10.10 | Asset Purchase Agreement with GFC, Inc. (16) |
| 10.11 | Form of Unsecured Promissory Note (13) |
| 10.12 | Separation and Severance Agreement with Richard Hersh (23) |
| 10.13 | Consulting Agreement with Richard Hersh (23) |
| 10.14 | Consulting Agreement with David S. Brooks and S. Kevin Yates (as amended) (23) |
| 10.15 | Software Transaction Agreement Between Visium Technologies, Inc., Rentar Environmental Solutions, Inc. and the organizers of a new company to be formed (33) |
| 10.16 | Capital Contribution Agreement Between Rentar Logic, Inc., Rentar Environmental Solutions, Inc. and Visium Technologies, Inc. (33) |
| 10.17 | Rentar Logic, Inc. Shareholders Agreement (33) |
| 10.18 | Voting Trust Agreement Between Rentar Logic, Inc., Rentar Environmental Solutions, Inc. and Visium Technologies, Inc. (33) |
| 10.19 | Visium/Rentar Agreement April 2010 (35) |
| 10.20 | Employment Agreement with Kevin Yates (35) |
| 10.21 | Consulting Agreement with Will Williams (35) |
| 10.22 | Consulting Agreement with Mobile Software Team, LLC (35) |
| 10.23 | Consulting Agreement with C3i Sports, LLC (35) |
| 10.24 | Exclusive License Agreement between George Mason Research Foundation, Inc. and Visium Technologies, Inc.(36) |
| 10.25 | Securities Purchase Agreement by and between the Company and FirstFire Global Opportunities Fund, LLC (37) |
| 10.26 | Securities Purchase Agreement by and between the Company and Auctus Fund, LLC (38) |
| 10.27 | Amendment to License Agreement between MITRE Corporation and Visium Analytics, LLC (39) |
| 10.28 | Form of Securities Purchase Agreement (40) |
| 10.29 | Form of Registration Rights Agreement (40) |
| 10.30 | Form of Securities Purchase Agreement (41) |
| 10.31 | Form of Registration Rights Agreement (41) |
| 10.32 | Form of Securities Purchase Agreement (42) |
| 10.33 | Form of Amendment #1 (42) |
| 14.1 | Code of Ethics (11) |
| 21.1 | Subsidiaries of Registrant (20)* |
| 31.1 | Section 302 Certificate of Chief Executive Officer.* |
| 31.2 | Section 302 Certificate of Principal Financial Officer.* |
| 32.1 | Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002* |
| 32.2 | Certification of the Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002* |
| 101. | The following materials from the Company’s Annual Report on Form 10-K for the year ended June 30, 2013, formatted in XBRL (eXtensible Business Reporting Language): (i) the Balance Sheets, (ii) the Statements of Operations, (iii) the Statements of Cash Flows, and (iv) related notes to these financial statements.** |
| * | Filed herewith. |
| ** | Furnished herewith. |
| (1) | Incorporated by reference to Current Report on Form 8-K filed on March 26, 2003. |
| (2) | Incorporated by reference to registration statement on Form 10-SB, as amended. |
| (3) | Incorporated by reference to definitive Schedule 14C Information Statement filed on February 2, 2001. |
| (4) | Incorporated by reference to definitive Schedule 14C Information Statement filed on April 22, 2003. |
| (6) | Incorporated by reference to Current Report on Form 8-K filed on July 8, 2004. |
| (7) | Incorporated by reference to Current Report on Form 8-K filed on January 3, 2002. |
| (8) | Incorporated by reference to Quarterly Report on Form 10-QSB for the period ended March 31, 2003. |
| (9) | Incorporated by reference to Preliminary Information Statement on Schedule 14C filed on July 8, 2004. |
| (10) | Incorporated by reference to registration statement on Form SB-2, SEC File No. 333-118792, filed on September 3, 2004. |
| (11) | Incorporated by reference to Amendment No. 1 to registration statement the Form SB-2, SEC File No. 333-118792, filed on October 20, 2004. |
| (12) | Incorporated by reference to Amendment No. 3 to the registration statement on Form SB-2, SEC File No. 333-118792, filed on December 15, 2004. |
| (13) | Incorporated by reference to Quarterly Report on Form 10-QSB for the period ended December 31, 2004 filed on February 14, 2005. |
| (14) | Incorporated by reference to Current Report on Form 8-K/A filed on February 25, 2005. |
| (15) | Incorporated by reference to Current Report on Form 8-K filed on March 25, 2005. |
| (16) | Incorporated by reference to Current Report on Form 8-K filed on March 28, 2005. |
| (17) | Incorporated by reference to Quarterly Report on Form 10-QSB for the period ended March 31, 2005. |
| (18) | Incorporated by reference to Current Report on Form 8-K filed on June 3, 2005. |
| (19) | Incorporated by reference to Current Report on Form 8-K filed on July 28, 2005. |
| (20) | Reserved |
| (21) | Incorporated by reference to Current Report on Form 8-K filed on February 17, 2006. |
| (22) | Incorporated by reference to Amendment No. 1 to registration statement the Form SB-2, SEC File No. 333-131832 filed on May 5, 2006. |
| (23) | Incorporated by reference to Annual Report on Form 10-K for the fiscal year ended June 30, 2006 filed on October 13, 2006. |
| (24) | Incorporated by reference to Current Report on Form 8-K filed on October 17, 2006. |
| (25) | Incorporated by reference to Current Report on Form 8-K filed on October 24, 2006. |
| (26) | Incorporated by reference to Current Report on Form 8-K filed on January 26, 2007. |
| (27) | Incorporated by reference to Current Report on Form 8-K filed on April 30, 2007. |
| (28) | Incorporated by reference to Current Report on Form 8-K filed on July 25, 2007. |
| (30) | Incorporated by reference to Current Report on Form 8-K filed on November 15, 2007. |
| (31) | Incorporated by reference to Current Report on Form 8-K filed on December 31, 2007. |
| (32) | Incorporated by reference to Current Report on Form 8-K filed on March 25, 2008. |
| (33) | Incorporated by reference to Current Report on Form 8-K filed on June 13, 2008. |
| (34) | Incorporated by reference to Current Report on Form 8-K filed on October 16, 2008. |
| (35) | Incorporated by reference to Registration Statement on Form 10-12G/A filed on June 14, 2013. |
| (36) | Incorporated by reference to Current Report on Form 8-K filed on July 27, 2019. |
| (37) | Incorporated by reference to Current Report on Form 8-K filed on January 10, 2019. |
| (38) | Incorporated by reference to Current Report on Form 8-K filed on January 16, 2019. |
| (39) | Incorporated by reference to Current Report on Form 8-K filed on May 13, 2020 |
| (40) | Incorporated by reference to Current Report on Form 8-K filed on February 11, 2024 |
| (41) | Incorporated by reference to Current Report on Form 8-K filed on March 4, 2024 |
| (42) | Incorporated by reference to Current Report on Form 8-K filed on September 22, 2024 |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| By: | /s/ Mark Lucky |
|---|---|
| Mark Lucky | |
| Chief Executive Officer |
Date: September 30, 2024
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| SIGNATURE | TITLE | DATE | |||
|---|---|---|---|---|---|
| By: | /s/ Mark Lucky | Chief Executive Officer and Chief Financial Officer | September 30, 2024 | ||
| (principal accounting officer) | |||||
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| Signature | Capacity | Date |
|---|---|---|
| /s/ Mark Lucky | Chairman, Chief Executive Officer and Chief Financial Officer | September 30, 2024 |
| Mark Lucky | (Principal Executive Officer) (Principal Accounting Officer) | |
| /s/ Thomas Grbelja | Director | September 30, 2024 |
| Thomas Grbelja | ||
| /s/ Paul Favata | Director | September 30, 2024 |
| Paul Favata | ||
TABLE OF CONTENTS
| Report of Independent Registered Public Accounting Firm 5036 | F-2 |
|---|---|
| Financial Statements: | |
| Consolidated Balance Sheets | F-3 |
| Consolidated Statements of Operations | F-4 |
| Consolidated Statements of Changes in Stockholders’ Deficit | F-5 |
| Consolidated Statements of Cash Flows | F-6 |
| NOTES TO CONSOLIDATED FINANCIAL STATEMENTS | F-7 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.