Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officer.
Resignations of Fred W. Cooper and Rodney Wilkinson
On September 1, 2022, Fred W. Cooper resigned from all positions with the
company, including chief executive officer and Board of Directors (the "Board")
of the Company where he served as Board Chair. In addition, Rodney Wilkinson
resigned as Secretary of the Company.
Appointment of Robert Green as a Director
Effective as of September 1, 2022, the Board appointed Robert Green to serve as
a director until the next annual meeting of shareholders and until his successor
is duly elected and qualified.
Robert Green, age 64, has worked for Prentice Worx since 2015 where is
responsible for corporate sales. Prior to that, Mr. Green worked as an Account
Manager for Hewlett Packard. Mr. Green attended Utah State University where he
majored in Business/Agriculture. Mr. Green is qualified to serve on the board of
directors because of his significant experience with growing companies and
corporate governance.
Currently, there is no arrangement to pay Mr. Green compensation for his service
as a director of the company. He is likely to be granted stock purchase options
in the future, however, no amount has been proposed or offered by the Board. He
is also expected to be reimbursed by the Company for board-related expenses
which, as of the date of this Current Report on Form 8-K, are not expected to be
material.
Appointment of Brady Cooper as a Vice President and Director
Effective as of September 1, 2022, the Board appointed Brady Cooper to serve as
a director until the next annual meeting of shareholders and until his successor
is duly elected and qualified.
Brady Cooper, age 22, has worked for the last 5 years building custom computers,
warehouse work and IT Business Analyst. At a young age Mr. Cooper created his
first business involving computers, technology, software, and the internet. As
an entrepreneur, Mr. Cooper realized the value of technology and software and
that it could make people's lives better. His peers have considered Mr. Cooper a
"Tech Geek", being a geek was in Mr. Coopers DNA since he was a little boy, some
would even say that he's a Prodigy in the technology world. Mr. Cooper has been
appointed to serve as Vice President of KwikClick, where his responsibilities
include managing the entire product design for the users, brands and influencers
which included the development of specialized software and technology for the
Company's product. Brady manages the internal flow of information between our
engineers, developers, and designers including being very involved in finalizing
the product offerings and the development of the mobile app.
Mr. Cooper attended Utah State University, Jon M. Huntsman School of Business,
where he studied business management and information systems. When Mr. Cooper is
not working, he enjoys hiking and camping, snowboarding, wake surfing, and
technology. Mr. Cooper is qualified to serve on the board of directors because
of his deep knowledge of the company's business.
Mr. Cooper earns compensation from the Company at the rate of $5,000 per month.
He is also entitled to reimbursement for all his business-related expenses.
Currently, there is no arrangement to pay Mr. Cooper compensation for his
service as a director of the company. He is also expected to be reimbursed by
the Company for board-related expenses which, as of the date of this Current
Report on Form 8-K, are not expected to be material.
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Appointment of David S. Hunt as Board Chair
Effective as of September 1, 2022, the Board appointed David S. Hunt to serve as
Board Chair. Mr. Hunt has served as a member of our Board since August 31, 2021.
Currently, there is no arrangement to pay Mr. Hunt compensation for his service
as Board Chair. Mr. Hunt is currently paid $5,000 per month as a consultant to
the Company advising on certain legal issues. He is also expected to be
reimbursed by the Company for board-related expenses which, as of the date of
this Current Report on Form 8-K, are not expected to be material.
Committees of the board of directors to which Messrs. Cooper, Green and Hunt
have been named
At this time Messrs. Cooper and Green have not been named to any board
committees. Mr. Hunt currently serves on the Audit Committee and Compensation
Committee.
Appointment of Jeffrey Yates, CPA, as Chief Financial Officer and designation as
Principal Accounting Officer
Effective as of September 1, 2022, the Board appointed Jeffrey Yates, to serve
as the Chief Financial Officer of the Company. Mr. Yates has also been
designated as the Principal Accounting Officer. Mr. Yates will earn compensation
from the Company at the rate of $5,000 per month. He is also entitled to
reimbursement for all his business-related expenses.
Jeffrey Yates, CPA age 60, has a strong track record for achievement, leadership
experience in financial management, strategic planning, and business
development. Mr. Yates has extensive experience in accounting, forecasting, cash
flow management, treasury, budgeting, financial and operational analysis,
reporting and compliance. Proven leadership capabilities in executive
management, operations, information systems and project management. Mr. Yates
served as Chief Financial Officer for ARIIX from May 2011 - July 2021 and
previously served as Chief Financial Officer for Usana Health Sciences from June
2008 - May 2011. He is a member of the American Institute of Certified Public
Accountants and Utah Association of Certified Public Accountants. Jeffrey
attended Brigham Young University where he studied and received his Master of
Accountancy and Bachelor of Science with an emphasis in Business Management and
Management Accounting in December of 1989.
Designation of Matthew Williams as Principal Executive Officer
Effective as of September 1, 2022, the Board designated Matthew Williams, our
current president, to serve as the Company's Principal Executive Officer. Mr.
Williams replaces Fred Cooper who previously was designated to fill that role.
In his role as president, Mr. Williams currently earns compensation from the
Company at the rate of $5,000 per month. He is also entitled to reimbursement
for all his business-related expenses. Mr. Williams is not expected to receive
additional compensation in connection with being designated principal executive
officer.
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