Management Change/Compensation Form 8 K

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

On November 22, 2024, the Board of Directors, acting under the Registrant's by-laws, increased the number of persons comprising the Board of Directors to four from three and filled the vacancy thus created with Charles Tamburello, who will serve from December 1, 2024, until the next annual meeting of shareholders.

Mr. Tamburello is 51 years of age. He was recruited because of his expertise in mergers and acquisitions, most recently as chief executive officer of Global Discovery Group, Inc. ("Global"). in Miami, Florida.

There is no arrangement or understanding between Mr. Tamburello and the Registrant, or to the knowledge of the Registrant, between him and any other person, pursuant to which he was selected.

The Registrant and Mr. Tamburello have entered into a Director Agreement, dated November 22, 2024 (the "Director Agreement"), relating to his service as a director. Under the Director Agreement, Mr. Tamburello will receive no cash compensation and equity compensation of 100,000,000 shares of the Registrant's common stock, but if he is removed for cause or resigns before November 30, 2025, he will, without consideration, sell, assign and transfer to the Company 8,333,333 shares of Common Stock for each full month between the date of such removal or resignation and October 31, 2025.

The Registrant is required to indemnify Mr. Tamburello if he becomes involved in, or is threatened to become involved in, any claim, action, or proceeding or if a claim or action is made or threatened against him due to his role as a director of the Registrant, and against any and all losses, claims, damages, expenses, and liabilities, including any investigation, legal fees, and other expenses incurred in connection with, and any amounts paid in settlement of, any such claim, action or proceeding. (collectively "Liabilities"). The Registrant is also required to indemnify him against certain liabilities arising under the federal securities laws. Mr. Tamburello is also obligated not to disclose the Registrant's proprietary information.

The Registrant and Global, of which Mr. Tamburello is a controlling person, have also entered into a Nondisclosure / Noncircumvent Agreement, dated March 12, 2024. Under this agreement, Global may furnish information ("Confidential Information") to the Registrant relating to (a) public and / or private entities seeking merger, acquisition or other partnerships or business relationships with other public and / or private entities, (b) financial institutions and investors who are seeking public or private entities to invest in, fund, give credit to, or provide any other financial or consulting services to, (c) individuals seeking relationships with public and / or private entities in the capacity of, including but not limited to employment, partnerships, directors, and consultants, etc. In the event that the Registrant receives such Confidential Information, it has agreed that, during its contact with and dealings with Global and for a period of five (5) years thereafter, the Registrant (a) will hold Confidential Information (as defined) in the strictest confidence and will not copy or disclose any portion thereof, to any third party without the prior written consent of Global, (b) will not, except as set forth in the agreement, at any time, make any use whatsoever or disclose or allow to be disclosed to any person or entity any portion of the Confidential Information on its own behalf, or with, or on behalf of any other entity; (c) will, upon the termination of its business dealings with Global or at any time upon its request, immediately return to Global r destroy, as Global may direct, all files, electronic files or documents, documentation, or tangible or electronic records and all copies within its possession, custody, or control containing or reflecting any portion of the Confidential Information;