Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 16, 2022, Mr. Marino Sussich was appointed a director of the
Company. Immediately thereafter, Mr. Sussich was appointed President (Chief
Executive Officer), Treasurer (Chief Financial Officer) and Secretary of the
Company, and simultaneously Mr. Anthony Lococo resigned in all capacities as an
officer and as a director of the Company.
Mr. Susich (Age 62) is a serial entrepreneur and investor and has provided
various consulting services and investments to small and medium sized companies.
Mr. Sussich is the controlling shareholder of Copper Hill Assets Inc. ("Copper
Hill"), which owns 85.9% of the outstanding shares of capital stock of the
Company. He is the founder of Apple iSports Inc., a Delaware company which has
developed an on-line gambling platform and King Lager and King Lite beer brands
which have license agreements with Anheuser-Busch. He also is the Chairman and
majority shareholder of ABA Resources Pty Ltd, a gold mining company located in
Victoria, Australia.
At the present time, there is no agreement between the Company and Mr. Sussich
with regard to his compensation as an officer and director. In addition, there
was no arrangement or understanding between the newly appointed officer and
director and any other person(s) pursuant to which such director was elected in
such capacity. The Company has previously disclosed in its filings with the
Securities and Exchange Commission, the various loans made by Copper Hill to the
Company and the conversion of a portion of such loans to common stock of the
Company. As stated above, Copper Hill is owned and controlled by Mr. Sussich.
Except as stated and/or referenced herein, there have been no transactions since
the beginning of our last fiscal year, or any currently proposed transaction, in
which we were or are to be a participant, exceeding $120,000 and in which our
new director had or will have a direct or indirect material interest. There are
no family relationships between the new officer and 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.
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