Item 5.02 Departure of
Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(c)
On December 31, 2019, the Registrant appointed David M. Godfrey, age 64, as its Principal Financial Officer and Principal Accounting
Officer. Mr. Godfrey does not have a family relationship with any director, executive officer, or person nominated or chosen by
the Registrant to become a director or executive officer.
Since
the beginning of the Registrant's last fiscal year to the effective date of Mr. Godfrey’s appointment, Mr. Godfrey has not
been a participant, nor has he had any direct or indirect material interest in any transaction in which the Company was or is
to be a participant, where the amount involved exceeded $120,000.
Mr.
Godfrey agreed to render services as Principal Financial Officer and Principal Accounting Officer to the Registrant, and the Registrant
agreed to compensate Mr. Godfrey with an annual salary of $80,000.00, a 25,000 share signing bonus, and 25,000 shares of common
stock for services rendered in 2019, deemed earned as of December 31, 2019. The Registrant also agreed to issue to Mr. Godfrey
an additional 25,000 shares of common stock upon the one year anniversary of the engagement, which terminates on December 31,
2020.
Mr.
Godfrey holds a Bachelor of Arts in Finance and Business awarded by Wichita State University, Wichita, Kansas. Mr. Godfrey was
licensed and practiced as a certified public accountant from 1979 through 1984.
From
2019 until his appointment with the Registrant, Mr. Godfrey was a consultant to Clifton Larson & Allen, a Certified Public
Accounting firm in Denver, CO, and the Registrant’s Vice-President of Finance.
From
2015 to 2019 Mr. Godfrey was Vice President of Finance and Controller of Mac Acquisitions, LLC that operated Romano’s Macaroni
Grill/Sullivan’s Steakhouse Denver, CO, where Mr. Godfrey supervised the financial information, reporting and infrastructure
for a 130 plus restaurant units throughout United States, Dubai, Mexico, Japan and Germany; changed the accounting infrastructure
from a third party provider and brought it in-house accounting, imaging, and reconciliations systems, saving over $500k in cash
flow; and, developed Business Intelligence reporting system with Synergy Suites for data warehousing, data mining of operations
daily financial data.
From
2012 through 2015, Mr. Godfrey was Corporate Controller of A’GACI, LLC San Antonio, TX , where he oversaw the financial
information, reporting and infrastructure for a 50 plus unit Retail Apparel Company with locations in Texas, Tennessee, Florida,
New York, Illinois, New Mexico Puerto Rico, Mexico and California.
From
2011-2012, Mr. Godfrey was Vice President of Finance of Emerald Foods, Houston, TX. Mr. Godfrey was responsible for the oversight
of financial information, reporting and infrastructure for a 75 unit Wendy’s franchise, with locations in Texas and Louisiana.
From 1999 to 2010, Mr. Godfrey was Chief Financial Officer for Palo Alto, Inc., Denver, CO, where he developed financial reporting
standards for over 135 Multi Brand (YUM Brands) restaurants in multi states, with over $130 million in Gross Sales.