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 August 23, 2024, we appointed Micheal J. Burt to our Board of Directors for a three (3) year term. We agreed that Mr. Burt's compensation as a member of the Company's Board of Directors shall be in the form of a three (3) year restricted stock award of 2,000,000 shares of the Company's common stock. The restricted stock award shall vest 1,000,000 shares immediately, and the remaining 1,000,000 shares shall vest ratably on August 25, 2025, 2026 and 2027.