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

Darren Kenney has been appointed as a member of the Board of Directors and placed on the Audit Committee as an Independent Director of the Company, effective March 1, 2023, and he is authorized to perform all duties and responsibilities typically associated with such position, as further determined by the Board of Directors.

Kenney, 58, is an experienced CPA and licensed Real Estate Broker in the State of California. He has successfully built and sold three accounting practices over the past 30 years. During the late 1980's, in public accounting, he consulted with GTE (now Verizon), Saks Fifth Avenue, and CalTrans. He served as a primary broker for two mortgage companies from 2007 to 2010. Starting in 2010, he joined the board of a local non-profit where he sat for 10 years. From 2013 to 2017, he created and operated SYA Consultants Inc, a Florida corporation, to help small business clients acquire in excess of $50,000,000 in capital financing.

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