Item 5.02 Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Effective December 27, 2016, Sean Goodchild
and David Morton resigned as our Chief Executive Officer and Chief Financial Officer, respectively, as well as their positions
as Directors of our Company. Neither Mr. Goodchild nor Mr. Morton had any disagreements with us regarding the operations,
policies or practices of our Company.
Also on December 27, 2016, to replace Messrs.
Goodchild and Morton, Sam D. Battisone was appointed as Chairman of our Board of Directors and Co-Chief Executive Officer, Stuart
Scheinman was appointed as President, Co-Chief Executive Officer and a director and Scott C. Black was appointed as our Secretary,
Treasurer, in-house counsel and a director pursuant to the provisions of our Bylaws, to hold such offices until the next annual
meeting of our shareholders, their resignation, removal or death, whichever comes first.
Following are the biographical history of our
new management:
Sam D. Battistone
was appointed as
our Co-CEO and Chairman of our Board of Directors in December 2016. In addition to his positions with our Company, since
1998 Mr. Battistone has been the owner and President of Dreamstar, Inc,, Las Vegas, NV, a privately held company engaged in business
investments related to the sports industry. He was the Founder, Chairman and a director of Dreams, Inc.
a publicly held company located in Plantation, FL from 1982 through 2012. Mr. Battistone received an AA degree in 1959 from
the City College of San Francisco. He devotes approximately 75% of his time to our affairs.
Stuart Scheinman
was appointed as our
Co-CEO, President and a Director in December 2016. Since September 2012 he has also been President of Movie Star News, Inc., Las
Vegas, NV, a privately held company engaged in sale of classic and vintage Hollywood photographs. We acquired this company in October
2014. Prior to that Mr. Scheinman was president and founder of Animaland, an interactive toy manufacturing company from December
2003 to September 2012. Mr. Scheinman received a Bachelor of Arts degree from Long Island University in 1987. He devotes approximately
100% of his time to our affairs.
Scott C. Black,
Lieutenant General US
Army (Ret.) was appointed as our Secretary, Treasurer, in-house counsel and a director in December 2016. He has worked with us
since 2013. From November 2009 through August 2012 he was Vice President and General Manager of BAE Systems, Inc., where he supervised
and managed the Global Mission Solutions business unit, a $300M+ annual revenue organization. He joined BAE Systems after retiring
from the U.S. Army where he had a distinguished 35-year career of service, rising to serve as the Army’s Judge Advocate General.
As the Judge Advocate General of the U.S. Army, Mr. Black directed a legal services organization of more than 10,000 lawyers and
paralegals, including both soldiers and civilians deployed around the world in 650 offices in 19 countries, including Iraq and
Afghanistan. He served as the legal advisor to the Secretary of the Army, the Army Chief of Staff, and all Army Staff principals,
and was responsible for all Military Justice operations, the legal support for contracting, ethics, and environmental programs,
and for supervising the training and deployment of Rule of Law and Governance Advisors around the world. Previously, he served
as Commanding General and Commandant of the Judge Advocate General's Legal Center and School in Charlottesville, Virginia, and
as the Assistant Judge Advocate General for Military Law and Operations in the Pentagon. His past positions include Chief Counsel
for the Secretary of the Army’s Congressional Liaison Office, Staff Judge Advocate (General Counsel) for the Army’s
Fifth Corps in Germany, and Assistant Counsel to the President in the White House. Mr. Black received a bachelor’s degree
in political science from California Polytechnic State University in 1974 and a Juris Doctor from the California Western School
of Law in 1980. He also holds a Master’s Degree in National Resource Strategy from the Industrial College of the Armed Forces,
National Defense University. His awards include the Distinguished Service Medal, the Legion of Merit with Oak Leaf Cluster, and
the Meritorious Service Medal with four Oak Leaf Clusters. He is also entitled to wear the Parachutist Badge, the Ranger Tab, and
the Army Staff Identification Badge. He devotes approximately 75% of his time to our affairs.
Executive Compensation
Mr. Scheinman receives an annual
salary of $91,000. It is anticipated that he shall continue to receive this salary in 2017. No other officer receives
compensation for their services at this time.
Director Compensation
No arrangements are presently in place
regarding compensation to directors for their services as directors or for committee participation or special assignments.