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Item
5.02.
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers.
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On
May 21, 2018, a shareholder holding majority voting power of the shares Cannabis Leaf Incorporated (the “Company”),
by written consent (the “Company”) voted to elect Saeed Talari and John Verghese to the Company’s board of Directors.
The appointments of Messers. Talari and Verghese increases the Company’s Board of Directors to 3 members.
On
May 22, 2018, the Company received the resignation from Jason Sakowski as the Company’s President, Chief Executive Officer,
Secretary, Treasurer and Chief Financial Officer. Mr. Sakowski will remain as a Director on the Company’s Board of Directors.
Also
on May 22, 2018, the Company appointed: (1) Saeed Talari as its President, Chief Executive Officer, Chief Financial Officer and
Chairman of the Board of Directors, (2) Karin Rohret as its Secretary, Accountant and Administrator, (3) Deidre Fernades as its
Chief Operating Officer, and (4) John Verghese as its Chief Technical Officer.
Mr.
Talari holds 20 years of experience in a wide array of endeavors business ownership and management with a focus predominantly
in entrepreneurial-based activities involving start-ups and stabilization. From January 2015 to Present, Mr. Talari has been the
Founder and Chairman of Biotica Pharmaceuticals, a private biopharmaceutical company. From May 2014 to Present, Mr. Talari has
been the Founder and Chairman of CB Scientific, a private company. From February 2014 to Present, Mr. Talari has been the Founder
and Chairman of Nuvus Corp, a private agritech company. From April 2011 to Present, Mr. Talari has been the Chairman & CEO
of Veracis Technology, a private Company. From July 2009 to Present, Mr. Talari has been the Founder, Chairman and CEO of PowerCon
Systems Inc, a private Company. From March 2006 to Present, Mr. Talari has been the Founder, Chairman, CEO and CFO of Infrax Systems,
Inc., a public company that trades on the OTC Markets under the symbol IFXY.
Mr.
Talari will serve as a Company director and officer until his duly elected successor is appointed or his resignation. There are
no arrangements or understandings between Mr. Talari any other person pursuant to which he was selected as an officer or director.
There are no family relationships between Mr. Talari and any of the Company’s officers or directors. Other than disclosed
above, Mr. Talari has not held any other directorships in a 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 such Act or any company registered as an investment
company under the Investment Company Act of 1940 during the past 5 years.
Mr.
Verghese is a seasoned operational expert with over 25 years of experience in the telecommunications and technology sectors. In
2010, John joined Infrax Systems, Inc., a public company, and helped it develop a 2-way communication card for electric utility
residential meters. John transitioned to NuvusGro (previously HempTech Corp.) as its COO in 2014. He and his team developed and
launched a fully automated grow system for the cannabis industry in early 2017. Mr. Verghese has an MSEE from Florida Institute
of Technology in Melbourne, Florida.
Mr.
Verghese will serve as a Company director and officer until his duly elected successor is appointed or his resignation. There
are no arrangements or understandings between Mr. Verghese any other person pursuant to which he was selected as an officer or
director. There are no family relationships between Mr. Verghese and any of the Company’s officers or directors. Other than
disclosed above, Mr. Verghese has not held any other directorships in a 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 such Act or any company registered as an
investment company under the Investment Company Act of 1940 during the past 5 years.
Karin
Rohret received a Bachelor Degree in Business Administration in 1987 with a dual Major in Accounting & Finance. From 2014
to Present she works as an Accountant/Controller for Nuvus Gro Corp., a private company. From 2009 to current, she works as an
Accountant/Controller for Nuvus Gro Corp., a private Company.
Ms.
Rohret will serve as a Company officer until her duly elected successor is appointed or her resignation. There are no arrangements
or understandings between Ms. Rohret any other person pursuant to which she was selected as an officer. There are no family relationships
between Ms. Rohret and any of the Company’s officers or directors. Ms. Rohret has not held any other directorships in a
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 such Act or any company registered as an investment company under the Investment Company Act of 1940 during the past
5 years.
Deirdre
Fernandes joined Biotica Pharma and NuvusGro Corporation, in August 2016, as VP of Operations working directly with the CEO and
COO of NuvusGro to further the product development, manage risks and controls, HR, regulatory processes and product delivery process
& controls with current and future customers. Prior to August 2016 Ms. Fernandes had a long career with Citigroup in New York
and Florida, over 34 years, working as a Senior Manager in the Operations and Technology area managing large-scale strategic,
global corporate technology systems for Finance and Procurement.
Ms.
Fernandes will serve as a Company officer until her duly elected successor is appointed or her resignation. There are no arrangements
or understandings between Ms. Fernandes any other person pursuant to which she was selected as an officer. There are no family
relationships between Ms. Fernandes and any of the Company’s officers or directors. Ms. Fernandes has not held any other
directorships in a 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 such Act or any company registered as an investment company under the Investment Company Act
of 1940 during the past 5 years.