Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) Effective December 31, 2021, Terry Buffalo resigned as a director, Chief
Executive Officer and Chief Financial Officer of the Registrant. There were no
disagreements between the Registrant and Mr. Buffalo regarding the Registrant's
operations, policies, or practices.
(c) On December 31, 2021, the Registrant appointed Ellis Smith, age 45, as Chief
Executive Officer and Chief Financial Officer. There was no arrangement or
understanding between Mr. Smith and any other person(s) pursuant to which Mr.
Smith was selected as an officer. Since the beginning of the Registrant's last
fiscal year and to date, Mr. Smith has not been involved with any related party
transaction exceeding $120,000, in which Mr. Smith had or will have a direct or
indirect material interest.
From March, 2013 to the present; Ellis Smith, a co-founder of the Company,
served as our Chief Development Officer, President, Director and Chairman of the
Board. From September 2010 to July 2013, Mr. Smith co-owned Colorado Kind Care
LLC d/b/a The Village Green Society, a Colorado based Medical Marijuana Center,
where he was responsible for managing the operations and protocols supporting
the growth and production of medical marijuana. From 2008 to 2010, Mr. Smith
founded and operated The Happy Camper Organics Inc., a medical marijuana company
focused on the growth of wholesale cannabis for sale to medical marijuana
businesses. From 2005 to 2010, Mr. Smith founded and operated Bluebird
Productions, a video production company. Mr. Smith has been published and
recognized for his horticultural experience and organic gardening in the
cannabis industry, and he is known for assisting in identifying the Hemp Russet
Mite and working with SKUNK magazine to educate the industry. Our Board believes
Mr. Smith's qualifications to serve as an executive of the Company and as a
member of our Board include his past success in founding and operating
businesses, his unique experience in horticultural and organic gardening, and
his recognized qualifications in the emerging medical cannabis markets.
Mr. Smith agreed to render services as Chief Financial Officer and Chief
Executive Officer to the Registrant, and the Registrant agreed to compensate Mr.
Smith with an annual salary of $130,000.00, and 500,000 shares of common stock
for his services as Chief Financial Officer and Chief Executive Officer, deemed
earned and vested at December 31, 2022.
Effective January 1, 2022, the Registrant reappointed Ellis Smith and Tad
Mailander as directors; Ed Horton as Senior Vice-President Marketing and
Business Development; Tyler A. Schloesser as the Registrant's Chief Operations
Officer; and, Jon Workman as the Registrant's Vice-President of Sales, each for
a one-year term expiring December 31, 2022.
There was no arrangement or understanding between the Registrant and any other
person(s) pursuant to which Messrs. Smith, Mailander, Horton, Schloesser and
Workman were selected as directors and officers, respectively. Since the
beginning of the Registrant's last fiscal year and to date, none of the
aforementioned persons have been involved with any related party transaction
exceeding $120,000, in which they each had or will have a direct or indirect
material interest, respectively.
Mr. Tad Mailander
Mr. Mailander, age 66, serves as independent director. Mr. Mailander is an
attorney licensed to practice before all of the Courts in the State of
California. Mr. Mailander has been in practice since 1991 and is a member of the
State Bar of California, the bars of the United States District Court for the
Southern District of California, and the United States Court of Appeal for the
Ninth Circuit. Mr. Mailander agreed to render services as independent director
to the Registrant, and the Registrant agreed to compensate Mr. Mailander with
500,000 shares of common stock deemed earned and vested at December 31, 2022.
Mr. Tyler A. Schloesser
Tyler Schloesser, age 31, attended the University of Colorado at Boulder
receiving a double major degree in Psychology and Philosophy. After graduation,
Mr. Schloesser worked in the banking industry with Wells Fargo, U.S. Bank and
Credit Union of Colorado. Mr. Schloesser's functions with the Registrant.
include developing and maintaining policies, procedures, processes and risk
mitigation best practices as well as manage and perform day-to-day internal
operational tasks required by the Registrant. Mr. Schloesser agreed to render
services as Chief Operations Officer to the Registrant, and the Registrant
agreed to compensate Mr. Schloesser with an annual salary of $100,000.00, and
250,000 shares of common stock deemed earned and vested at December 31, 2022.
Mr. Jon Workman
Jon Workman, age 58, graduated from the University of Arkansas at Little Rock in
1989 and was awarded a Bachelor of Business Administration and Marketing. Mr.
Workman is a member of the Arkansas Cannabis Industry Association and a Charter
Member of the Arkansas Hemp Association. In 2017, the Arkansas Economic
Development Commission certified Mr. Workman in its Lean Manufacturing program.
Mr. Workman received his HACCP (Hazard Analysis Critical Control Point) & SQF
Food Safety Certifications in 2016. Mr. Workman agreed to render services as
Vice President of Sales to the Registrant, and the Registrant agreed to
compensate Mr. Workman with an annual salary of $78,000.00, and 100,000 shares
of common stock deemed earned and vested at December 31, 2022.
Mr. Ed Horton
Ed Horton, age 58, has been involved in the high tech, CPG data-driven
marketing sector his entire career. From 1987 to 2005, Mr. Horton helped build
Acxiom (NASDAQ:ACXM) into a marketing intelligence and database management
industry leader. At Acxiom, Mr. Horton was one of twelve leaders on the Company
Marketing and Strategic Alliances (supporting 700+ international sales and
marketing associates). Mr. Horton received Acxiom's top Business Development
enterprise awards - "Achievement Award," "Excellence Award" and "Most Strategic
Win." From 2005 to his engagement with the Company, Mr. Horton consulted and
advised six start-up companies with an emphasis on re-branding, sales
organization, and customer success. From January, 2006-March, 2008, Mr. Horton
served as Chief Marketing Officer for CognitiveData. From April 2008 - December
2010, Mr. Horton served as Senior Vice President, Business Development at
Vestcom. From 2016-2017, Mr. Horton served as Senior Vice President, Sales &
Marketing for SpotRight Inc., with an emphasis on social marketing data and
analytics. From 2015-2016 and 2017-2019 Mr. Horton served as Chief Revenue
Officer for Metova, with an emphasis on Mobile and iOT Software Development.
From July 2019 - February 2021, Mr. Horton servced as Senior Vice President,
Marketing & Business Development Geospatial Location Intelligence Data and
Services Gadberry Group.
Mr. Horton attended New York University, Leonard Stern School of Business (New
York City, New York) Direct Marketing Graduate School 1988 - 1991, and the
University of Arkansas, Sam Walton School of Business (Fayetteville, Arkansas)
BSBA - Data Processing & Quantitative Analysis 1981- 1985.
The Company agreed to compensate Mr. Horton with an annual salary of $100,000
and the issuance of 250,000 shares of common stock deemed earned and vested at
December 31, 2022.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are incorporated herein by reference:
Exhibit
Number Description
17.1 Letter from Terry Buffalo dated December 29, 2021. Incorporated by
reference from Form 8-K filed January 3, 2022.
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