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

 

(a)           On December 8, 2017, Mr. Joseph C. Passalaqua presented to the Board of the Company a letter of resignation whereby he resigned from his positions as Chief Executive Officer and Secretary, and member of the Board and all other positions to which he has been assigned, regardless of whether Mr. Passalaqua served in such capacity, of the Company, effective at 11;59 A.M. on December 8, 2017.  Mr. Passalaqua’s resignation was not the result of any disagreements with the Company on any matters relating to the Company’s operations, policies or practices.  A copy of Mr. Passalaqua’s resignation letter is attached hereto as Exhibit 99.1 and incorporated herein in its entirety by reference.

 

(c)           On December 8, 2017, the stockholders of the Company holding a majority in interest of the Company’s voting equity, approved by written consent and the members of the board of directors (the “Board”) of the Company approved by unanimous written consent, (i) the acceptance of resignation of Mr. Joseph C. Passalaqua from his positions as an officer and director of the Company, and (ii) the appointment of Mr. Maurice Parham as Chief Executive Officer and as member of the Board of the Company.

Mr. Parham has over 20 years of experience in marketing and security management, operations, and sales. From 1993 to 1997, Mr. Parham attended Boston University where he earned a Bachelor’s degree in Liberal Arts with a minor in Business Management/Law. In 1997, Mr. Parham began his security and protection career at D.B. Kelly Security Agency. In 2000, he became efficient in sales and product development while working at Aim International Inc. where he designed direct marketing programs -Business to Business (UNI Engine Program) and a cold call system. The evolutionary development of the Ad-Bux Program evolved from the UNI Engine Program. In his endeavors he hosted businesses and economic development groups from various nations and set out to create a system that produced brand partners within communities centered around the transfer of high science technologies organically. The Ad-Bux Marketing Program evolved in 2001 with the mission of creating partners out of economically disenfranchised communities.  While working on the UNI Engine Program and Ad-Bux, Mr. Parham was active in running and managing private security programs in the U.S. urban markets. Combining the strengths of two different industries, the uniformed private security sector and the MLM direct marketing franchise small business model, gives an executive team a more proficient and effective development system for disenfranchised communities

 

Involvement in Certain Legal Proceedings  

 

During the past five years no director or executive officer of the company (i) has been involved as a general partner or executive officer of any business which has filed a bankruptcy petition; (ii) has been convicted in any criminal proceeding nor is subject to any pending criminal proceeding; (iii) has been subjected to any order, judgment or decree of any court permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; and (iv) has been found by a court, the Commission or the Commodities Futures Trading Commission to have violated a federal or state securities or commodities law.

Family Relationships

 

Mr. Parham has no family relationship with any of the previous officers or directors of the Company.  Mr. Parham has no direct or indict financial interest in Friction & Heat, LLC, the majority member or are officers or directors of Friction & Heat, LLC.