Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 19, 2018, Mr. John Jordan resigned as members of the Board of Directors. Mr. Jordan has decided to retire from corporate duties after 48 years in the oil and gas business and devote his time to his extensive family and to his volunteer work with US veterans. There was no known disagreement with Mr. Jordan on any matter relating to our operations, policies or practices.

Also on January 19, 2018, our Board of Directors appointed Mr. J. Richard (Rick) Iler as our Chief Financial Officer.

Mr. Iler has been a financial and accounting professional experienced in both public and privately held early stage companies for over 30 years, serving as a Chief Financial Officer of various technology companies. He has extensive capital markets, corporate finance and venture capital experience. Throughout his career, he has experience in merger and acquisitions, structuring, sourcing or closing of nearly $400mm in debt and nearly $200 mm in equity financings in various structures. He founded Iler and Associates Investment Banking raising funding for several drilling programs. He has served as a board member and corporate secretary responsible for, corporate governance, shareholder communications and investor relations. His previous experience includes institutional corporate bond sales at major bulge bracket firms and fixed income portfolio manager, Treasurer and Chairman of Asset/Liability Committee for a regional Texas savings bank. Most recently, he is a co-founder and Board Member of InfoGPS Networks, Inc., a cybersecurity firm that tracks all devices and data on the information network, continually, ranks the sensitivity of data by device and provides a cyber value of the cost of remediating such a breach.

Mr. Iler does not hold and has not held over the past five years any other directorships in any company with a class of securities registered pursuant to Section 12 of the Exchange Act or subject to the requirements of Section 15(d) of the Exchange Act or any company registered as an investment company under the Investment Company Act of 1940.

There are no family relationships between Mr. Iler and any of our directors or executive officers.

Aside from the following, Mr. Iler has not had any material direct or indirect interest in any of the Company’s transactions or proposed transactions over the last two years.

On January 15, 2018, we entered into a three month Consulting Agreement with Mr. Iler to serve as Chief Financial Officer. We agreed to pay Mr. Iler a monthly retainer fee of $2,500. A copy of the Consulting Agreement is attached hereto as Exhibit 10.1.