Item 5.02 Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Pursuant to the closing of the Agreement detailed
above in Item 1.01, Wolfgang Ruecker, Bane Katic and William Eilers shall resign as directors of the Company. A copy of this filing
has been furnished to Mr. Ruecker, Mr. Eilers, and Mr. Katic, who have provided no written correspondence in response to the filing.
There are no disputes or disagreements between the resigning members of the board of directors and the Company. As a final act
of the sitting board of directors, the following persons shall be appointed to the Board of Directors:
Matthias Goeth, 28 years old, received
his degree in 2008 in human economics. Worked as a hotel and restaurant manager in Lower ia until 2010, when he began military
service as a sports and fitness instructor. From 2011-2018, Mr. Goeth served on the Austrian Police Force. Since 2017, Mr. Goeth
has worked in the field of communications as a Leadership and Mental Motivation Coach. Since 2018, he has worked for DNA Bodytransformer
as International Sales Director. Also, in 2018, Mr. Goeth began organizing charity events in Vienna, wherein he pulled a 55-ton
Airbus A23 for 25 Meters to raise money for the Woman Cancer Organization, and pulled a 40-ton ship to raise money for handicapped
Austrian athletes. Mr. Goeth has acted as a fitness model, and since 2017 has held the title of Austrian Strongman, the 2nd
strongest man in his weight class. In early 2019, Mr. Goeth became a member of the Board of Directors and the Chief Operating Officer
for Vitana-X, Inc.
Dirk Richter, 47 years old, has been
an entrepreneur for over 20 years as a consultant in the fields of planning, management, strategies, and expansions planning for
companies. From 1989-1996, Mr. Richter served as a managing director and owner of Dress & Co., and from 1996-2015, he was the
owner of Add Value GMBH. Mr. Richter has since sold and closed both of those companies. From 2015-2018, Mr. Richter served as the
Chief Financial Officer for Sport Media Vertriebs AG. Since 2018, Mr.Richter has acted as a director and owner of AL Lifescience
LTD. In early 2019, he became a member of the Board of Directors for Vitana-X, a Florida corporation, and has served in that position
until the present date.
Litigation
During the past ten
years, none of the appointees have 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;
|
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 an 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;
|
|
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.
Material Plans, Contracts or Other Arrangements
There are currently no material plans, contracts or other arrangements
with the new appointees.