ITEM 5.02 DEPARTURE OF DIRECTOR OR CERTAIN OFFICER; ELECTION
OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS;
On September 27, 2018, the Company accepted the resignation of
Mr. Michael Matvieshen as its sole officer and director and accepted the
appointment of Mr. Larry J Faulk as a director and as President, Interim CEO,
Secretary and Treasurer. Mr. Matvieshens resignation was not the result of any
disagreement with the Company regarding its operations, policies, practices or
otherwise.
Mr. Faulk is a retired Washington State Senator who started his
public sector life in 1966. In the private sector he was an executive with the
Boeing Company, where he was involved in marketing, managing an enhanced
recycling program, and as a loan executive to APEC. Other private sector
experience includes being the CEO of the Environmental Hearing office, a
Political Science instructor at TCC, an Investment Banker specializing in
municipal finance and a member of the AARP Executive Council for the state of
Washington.
During the past ten years, neither Mr. Faulk 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
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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.
Officer Qualifications
Mr. Faulk is qualified to be an officer of the Company because
of his vast experience in both the public and private sectors.