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

Resignation of Matthew Dwyer as Chief Executive Officer/President/Chief Financial Officer/Director/Chairman of the Board

Effective December 27, 2022, Matthew Dwyer tendered his resignation as our Chief Executive Officer/President/Chief Financial Officer/Director/Chairman of the Board, which resignations did not arise from any disagreement with us or any matter relating to our operations, policies or practices. Matthew Dwyer's resignation was approved by our Board of Directors.

Appointment of Gene Caiazzo as Chief Executive Officer/Chief Financial Officer

Effective December 27, 2022, our Board of Directors appointed Gene Caiazzo as our Chief Executive Officer/President/Chief Financial Officer/Chairman of the Board. Gene Caiazzo was appointed as our Director on October 3, 2022. Gene Caiazzo is the President of our wholly owned subsidiary, Consolidated Apparel, Inc.





Biography of Gene Caiazzo

Gene Caiazzo has been our Director since October 3, 2022. He has been the President and/Managing Member of Consolidated Apparel, Inc. and BDC Florida LLC, respectively, since June 21, 2021 and January 24th, 2017. From 2001 to 2017, Gene Caiazzo participated in the LED lighting and display sector, providing sales, marketing and sourcing expertise to companies such as Arrow Electronics, Wyndsor Lighting, HiTech Electronic Displays, Global Displays and Federal LED.

Gene Caiazzo's early career consisted of Coca-Cola as a Regional Sales Manager, and Premiere Marketing as Vice President of Sales, which provided major distribution of consumer electronics and computer components throughout the Caribbean and Latin American (CALA) regions.






2

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.





(d) Exhibits



Exhibit
Number     Description

  99.1       January 3, 2023 Press Release*

104        Cover Page Interactive Data File (embedded within the Inline XBRL
           Document).


__________

*Filed herewith




3

© Edgar Online, source Glimpses