Item 5.02 Departure of Directors or Principal Officers; Election of Directors;


          Appointment of Certain Officers; Compensatory Arrangements of Certain
          Officers.

On January 06, 2020, Mikkel Pitzner resigned as a member of the board of directors of the Company. Mr. Pitzner's decision to resign was not the result of any disagreement with the Company on any matter relating to our operations, policies, or practices during his period of service as a director.

Effective January 09, 2020, Mr. Jeffrey Guzy was appointed by a unanimous written consent of the members of the Company's board of directors to serve on the Company's board of directors, filling the vacancy on the board created by Mr. Pitzner's resignation. Mr. Guzy shall serve on the board of directors and shall hold office until the next election of directors by stockholders and until his successor is elected and qualified or until his earlier resignation or removal.

Mr. Guzy, age 68, was selected as a director for his general business management experience and experience serving on the board of directors of public companies.

Pursuant to a director agreement, the Company has agreed to pay Mr. Guzy a monthly board fee of $1,000 and has agreed to issue Mr. Guzy an option to purchase up to 2,000,000 shares of the Company's common stock exercisable at $0.0229 per share. A copy of the director agreement and stock option are incorporated herein by reference and are filed as Exhibit 10.1 and Exhibit 4.1, respectively, to this Form 8-K. The description of the transactions contemplated by the agreements set forth herein do not purport to be complete and is qualified in its entirety by reference to the full text of the exhibits filed herewith and incorporated by this reference.

Item 9.01 Financial Statements and Exhibits.






(d) Exhibits.




                                                                                      Filed or
                                                    Incorporated by Reference         Furnished
No.            Exhibit Description              Form       Date Filed      Number     Herewith

4.1      Stock Option Grant Agreement dated                                             Filed
       January 09, 2020
10.1     Director Agreement dated January                                               Filed
       09, 2020

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