Item 5.02 Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) Effective December 31, 2021, Terry Buffalo
resigned as a director, Chief Executive Officer and Chief Financial Officer of the Registrant. There were no disagreements between the
Registrant and Mr. Buffalo regarding the Registrant’s operations, policies, or practices.
(c) On December 31, 2021, the Registrant appointed
Ellis Smith, age 45, as Chief Executive Officer and Chief Financial Officer. There was no arrangement or understanding between Mr. Smith
and any other person(s) pursuant to which Mr. Smith was selected as an officer. Since the beginning of the Registrant’s last fiscal
year and to date, Mr. Smith has not been involved with any related party transaction exceeding $120,000, in which Mr. Smith had or will
have a direct or indirect material interest.
From March, 2013 to the present; Ellis Smith,
a co-founder of the Company, served as our Chief Development Officer, President, Director and Chairman of the Board. From September 2010
to July 2013, Mr. Smith co-owned Colorado Kind Care LLC d/b/a The Village Green Society, a Colorado based Medical Marijuana Center, where
he was responsible for managing the operations and protocols supporting the growth and production of medical marijuana. From 2008 to 2010,
Mr. Smith founded and operated The Happy Camper Organics Inc., a medical marijuana company focused on the growth of wholesale cannabis
for sale to medical marijuana businesses. From 2005 to 2010, Mr. Smith founded and operated Bluebird Productions, a video production company.
Mr. Smith has been published and recognized for his horticultural experience and organic gardening in the cannabis industry, and he is
known for assisting in identifying the Hemp Russet Mite and working with SKUNK magazine to educate the industry. Our Board believes Mr.
Smith’s qualifications to serve as an executive of the Company and as a member of our Board include his past success in founding
and operating businesses, his unique experience in horticultural and organic gardening, and his recognized qualifications in the emerging
medical cannabis markets.
Mr. Smith agreed to render services as Chief
Financial Officer and Chief Executive Officer to the Registrant, and the Registrant agreed to compensate Mr. Smith with an annual salary
of $130,000.00, and 500,000 shares of common stock for his services as Chief Financial Officer and Chief Executive Officer, deemed earned
and vested at December 31, 2022.
Effective January 1, 2022, the Registrant reappointed
Ellis Smith and Tad Mailander as directors; Ed Horton as Senior Vice-President Marketing and Business Development; Tyler A. Schloesser
as the Registrant’s Chief Operations Officer; and, Jon Workman as the Registrant’s Vice-President of Sales, each for a one-year
term expiring December 31, 2022.
There was no arrangement or understanding between
the Registrant and any other person(s) pursuant to which Messrs. Smith, Mailander, Horton, Schloesser and Workman were selected as directors
and officers, respectively. Since the beginning of the Registrant’s last fiscal year and to date, none of the aforementioned persons
have been involved with any related party transaction exceeding $120,000, in which they each had or will have a direct or indirect material
interest, respectively.
Mr. Tad Mailander
Mr. Mailander, age 66, serves as independent
director. Mr. Mailander is an attorney licensed to practice before all of the Courts in the State of California. Mr. Mailander has been
in practice since 1991 and is a member of the State Bar of California, the bars of the United States District Court for the Southern District
of California, and the United States Court of Appeal for the Ninth Circuit. Mr. Mailander agreed to render services as independent director
to the Registrant, and the Registrant agreed to compensate Mr. Mailander with 500,000 shares of common stock deemed earned and vested
at December 31, 2022.
Mr. Tyler A. Schloesser
Tyler Schloesser, age 31, attended the University
of Colorado at Boulder receiving a double major degree in Psychology and Philosophy. After graduation, Mr. Schloesser worked in the banking
industry with Wells Fargo, U.S. Bank and Credit Union of Colorado. Mr. Schloesser’s functions with the Registrant. include developing
and maintaining policies, procedures, processes and risk mitigation best practices as well as manage and perform day-to-day internal operational
tasks required by the Registrant. Mr. Schloesser agreed to render services as Chief Operations Officer to the Registrant, and the Registrant
agreed to compensate Mr. Schloesser with an annual salary of $100,000.00, and 250,000 shares of common stock deemed earned and vested
at December 31, 2022.
Mr. Jon Workman
Jon Workman, age 58, graduated from the University
of Arkansas at Little Rock in 1989 and was awarded a Bachelor of Business Administration and Marketing. Mr. Workman is a member of the
Arkansas Cannabis Industry Association and a Charter Member of the Arkansas Hemp Association. In 2017, the Arkansas Economic Development
Commission certified Mr. Workman in its Lean Manufacturing program. Mr. Workman received his HACCP (Hazard Analysis Critical Control Point)
& SQF Food Safety Certifications in 2016. Mr. Workman agreed to render services as Vice President of Sales to the Registrant, and
the Registrant agreed to compensate Mr. Workman with an annual salary of $78,000.00, and 100,000 shares of common stock deemed earned
and vested at December 31, 2022.
Mr. Ed Horton
Ed Horton, age 58, has been involved
in the high tech, CPG data-driven marketing sector his entire career. From 1987 to 2005, Mr. Horton helped build Acxiom (NASDAQ:ACXM)
into a marketing intelligence and database management industry leader. At Acxiom, Mr. Horton was one of twelve leaders on the Company
Marketing and Strategic Alliances (supporting 700+ international sales and marketing associates). Mr. Horton received Acxiom’s top
Business Development enterprise awards - “Achievement Award,” “Excellence Award” and “Most Strategic Win.”
From 2005 to his engagement with the Company, Mr. Horton consulted and advised six start-up companies with an emphasis on re-branding,
sales organization, and customer success. From January, 2006-March, 2008, Mr. Horton served as Chief Marketing Officer for CognitiveData.
From April 2008 - December 2010, Mr. Horton served as Senior Vice President, Business Development at Vestcom. From 2016-2017, Mr. Horton
served as Senior Vice President, Sales & Marketing for SpotRight Inc., with an emphasis on social marketing data and analytics. From
2015-2016 and 2017-2019 Mr. Horton served as Chief Revenue Officer for Metova, with an emphasis on Mobile and iOT Software Development.
From July 2019 - February 2021, Mr. Horton servced as Senior Vice President, Marketing & Business Development Geospatial Location
Intelligence Data and Services Gadberry Group.
Mr. Horton attended New York University, Leonard
Stern School of Business (New York City, New York) Direct Marketing Graduate School 1988 – 1991, and the University of Arkansas,
Sam Walton School of Business (Fayetteville, Arkansas) BSBA - Data Processing & Quantitative Analysis 1981- 1985.
The Company agreed to compensate Mr. Horton
with an annual salary of $100,000 and the issuance of 250,000 shares of common stock deemed earned and vested at December 31, 2022.