Item 5.02; Election of Director; Appointment of Chairman; Resignation of Chairman.

On April 19, 2023, Mr. Graham Martin was appointed non-executive Chairman of the Board of Directors of the Company. Simultaneously Mr. Joe Martinez resigned as Chairman of the Company while remaining a Director and CEO of the Company.

Mr. Martin (Age 61) is a highly respected figure in the gaming industry with extensive operational and board level experience. As a third-generation industry leader, he has been able to combine traditional gaming knowledge with modern digital and online strategies, which has led him to create and lead successful ventures in the sector, as well as other industries.

Some of Mr. Martin's notable achievements include:





-   Founding Bonne Terre Limited, which operated as Sky Bet and was sold to The
    Stars Group in 2018;

-   Serving as Chairman of Probability Games Corporation, a world leader in
    mobile phone gambling services and technology providers, which was listed on
    the London AIM in 2006 and later acquired by GTECH;




-   Founding Scotbet International Limited, the largest private Scottish retail
    betting company, which holds the betting businesses of Scotbet and Morrisons
    Bookmakers;

-   Writing the world's first online offshore betting law in Alderney within the
    Bailiwick of Guernsey;

-   Contributing to establishing gaming laws in various jurisdictions and;
    Advising or serving as a board member for numerous public and private gaming
    groups globally.

The parties have agreed to a compensation of $10,000 per month as Chairman. Except as stated in the preceding sentence, there are no other transactional arrangements between the Company and Mr. Martin.

There are no family relationships between the director and any other director or executive officer of the Company. There is no material plan, contract or arrangement (whether or not written) to which the new director is a party or in which each party participates that is entered into or a material amendment in connection with the triggering event or any grant or award to any such covered person or modification thereto, under any such plan, contract or arrangement in connection with any such event.

Item 7.01 Regulation FD Disclosure.

On April 24, 2023, the Company intends to issue the press release attached hereto as Exhibit 99.1.

The information in this Item 7.01 of this Current Report is furnished pursuant to Item 7.01 and shall not be deemed "filed" for any purpose, including for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that Section. The information in this Current Report on Form 8-K shall not be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act regardless of any general incorporation language in such filing. The filing of this report and the furnishing of this information pursuant to Item 7.01 do not mean that such information is material or that disclosure of such information is required.

Item 9.01. Financial Statements and Exhibits.





  99.1     Press Release of the Company dated April 24, 2023.
104      Cover Page Interactive Data File (embedded within the Inline XBRL
         Document)





2

© Edgar Online, source Glimpses