SPYR SPYR Inc (PK)

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(c)(1) On November 5, 2021, the Company appointed Trang Nguyen, age 40, as its Principal Financial Officer. There was no arrangement or understanding between Ms. Nguyen and any other person pursuant to which she was selected as an officer. Ms. Nguyen has no relationship to any director, executive officer, or person nominated or chosen by the Company to become a director or executive officer. Ms. Nguyen is not currently, nor has she been, a participant in any related party transaction exceeding $120,000.

Ms. Nguyen holds a Bachelor of Art, Business Economics (Minor in Accounting) from the University of California, Los Angeles. She is a certified public accountant with an inactive license. Her professional background includes having been the Financial Reporting Manager for Del Taco from 2019-2020, responsible for the preparation and filing of periodic financial reports with the U.S. Securities and Exchange Commission, including Forms 10-K, 10-Q etc. in accordance with U.S. GAAP and SEC Rules and Regulations; Establishing and maintaining internal controls and procedures; and, enhancing accounting business processes.

From 2016 through 2019, Ms. Nguyen was Accounting Manager for Pinnacle Tax Accounting in Los Angeles, California. Her duties included: Assisting in the month-end close process, prepare the consolidated financial statements; Prepare forecasts, projections and decks for investor packages; Prepare the Quarterly and Annual Reports on Form 10-Q/K and manage the internal and external review for these documents; Assist in the coordination of annual audit and quarterly review activities of external auditors; Manage communications with external auditors on external financial statements and accounting issues to ensure auditor agreement with company decisions on accounting disclosures, and issues; Document business processes and procedures. Perform managerial professional internal auditing work and develop recommendations and reports based on audits and presenting these ideas to senior management; Lead team of staff on completing timely engagements and communicate to the CFO’s and executive management team of several public companies on a daily basis; Responsible for preparing financials, audit package and SEC filings for six SEC filing companies on a quarterly and annual basis and over 20 private companies; Assistance with SOX 404 documentation, testing, and development of internal controls.

From 2006 to 2008, Ms. Nguyen was part of Ernst &Young, LLP’s audit team in Los Angeles, California, leading engagements on interim and year-end ad SOX 404 auditing procedures for the major enterprise accounts such as Hilton Hotels Corp., Ryland Mortgage Co., Endeavor Agency, Spyglass Entertainment, Farmer Bros., and Tennis Channel. Ms. Nguyen also conducted audit procedures for Form 10-K and 10Q reporting, performed, planned, and tested internal controls.

The Company and Ms. Nguyen entered into a contract with a term of one year including compensation of $6,500 monthly.