Item 5.02 Departure of Directors or Principal Officers; Election
of Directors; Appointment of Principal Officers
Appointment of William Bossung
On October 1, 2018, William Bossung, was appointed to our Board
of Directors and as our Chief Executive Officer and President. Mr. Bossung is a proven leader who has 30 years of senior management
experience within a technology-driven industry. Mr. Bossung has a background in Corporate Finance, Insurance and Accounting. Mr.
Bossung was a co-founder and Director of Grey Cloak Tech a software technology company. During 2012, Mr. Bossung co-founded Splash
Beverage Group, a beverage distribution company that distributes both alcohol and non-alcohol products. From September 2003 to
August 2006, Mr. Bossung was a co-founder of BCF Technology, an insurance software company that was ultimately sold to Vertafore
in August 2006. Mr. Bossung was the Director of Corporate Finance of Chadmoore Wireless Group a wireless communications company
utilizing 800 MHZ SMR frequencies. Chadmoore aggregated over 5500 channels from the FCC, Federal Communications Commission, subsequently
the licenses were acquired by Nextel for 162 million dollars, then ultimately merged into the Sprint PCS wireless network. He holds
a bachelor’s degree in accounting and finance
William Bossung has extensive
experience in managing and consulting and will be great asset to our company.
During the past ten years, William Bossung has
not been the subject of the following events:
1. A petition under the Federal bankruptcy laws
or any state insolvency law was filed by or against, or a receiver, fiscal agent or similar officer was appointed by
a court for the business or property of such person, or any partnership in which he was a general
partner at or within two years before the time of such filing, or any corporation or business association of
which he was an executive officer at or within two years before the time of such filing;
2. Convicted in a criminal proceeding or
is a named subject of a pending criminal proceeding (excluding traffic violations and other minor
offenses);
3. The subject of any order, judgment,
or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently
or temporarily enjoining him from, or otherwise limiting, the following activities; associated
person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities,
or as an affiliated person, director or employee of any investment company, bank, savings and loan association or
insurance company, or engaging in or continuing any conduct or practice in connection with such activity;
i) Acting
as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor
broker, leverage transaction merchant, any other person regulated by the Commodity
Futures Trading Commission, or
ii) Engaging
in any type of business practice; or
iii) Engaging
in any activity in connection with the purchase or sale of any security or commodity or
in connection with any violation of Federal or State securities laws or Federal commodities laws;
4. The subject of any order, judgment
or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending
or otherwise limiting for more than 60 days the right of such person to engage in
any activity described in paragraph 3.i in the preceding
paragraph or to be associated with persons engaged in any such activity;
5. Was found by a court of competent jurisdiction
in a civil action or by the Commission to have violated any Federal or State securities law, and
the judgment in such civil action or finding by the Commission has not been subsequently
reversed, suspended, or vacated;
6. Was found by a court of competent jurisdiction
in a civil action or by the Commodity Futures Trading Commission to have violated any Federal
commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission
has not been subsequently reversed, suspended or vacated;
7. Was the subject of, or a party to, any Federal or
State judicial or administrative order, judgment, decree, or finding, not subsequently
reversed, suspended or vacated, relating to an alleged violation of:
i) Any
Federal or State securities or commodities law or regulation; or
ii) Any
law or regulation respecting financial institutions or insurance companies including, but not limited to,
a temporary or permanent injunction,
order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal
or prohibition order, or
iii) Any law
or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or
8. Was the subject of, or a party to, any sanction
or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization
(as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26)), any registered entity (as defined in Section 1(a)(29)
of the Commodity Exchange Act (7 U.S.C. 1(a)(29)), or any equivalent exchange, association, entity or organization that
has disciplinary authority over its members or persons associated with a member.
Family Relationships
There are no family relationships among our directors or executive
officers.
Director Qualifications
The following specific experience, qualifications, attributes, or
skills of William Bossung led the Company to the conclusion that she should serve as a director in light of our business and structure:
William Bossung is qualified to be Company director because she
has managed several businesses successfully and thus brings management, organizational, operational and administrative experience
to our Board.