ITEM 5.02: Departure of Directors or Certain Officers, Election of Director;


           Appointment of Certain Officers; Compensation Arrangements of Certain
           Officers.



On December 1, 2020, Wayne Marx, the sole director of the Company, upon the resignations of Mr. Adrian Balinski as the Chief Financial Officer and a Director, and of Mr. Michael Mildebrandt as President and Director of the Company, appointed David Shorey as the acting President and acting Chief Financial Officer of the Company.

David Shorey, one of the founders of the Company as he was instrumental in the founding and the initial organization of the Company. He has been a consultant to the Company's operating subsidiary for the last 12 years. He was a subject of two decisions of Arizona Corporation Commission, one in October of 2010 relating to an entity which was not related to the Company and a second in March of 2013 relating to Westcap Energy, Inc., (a "Westcap Action"), whose assets were acquired by the Company in early 2011. All of the Westcap shareholders became shareholders of the Company when the Company acquired the Westcap assets. Twenty four of the Westcap shareholders were non U.S. Persons who acquired their Westcap shares in Reg S transactions. The Court in the Westcap Action found that Shorey and Westcap violated the Arizona securities laws because of the failure to adequately disclose payment of commissions of up to 70% to brokers. The decision in the Westcap Action was affirmed by the Arizona Court of Appeals in September 2015. All of the 23 of 24 Westcap shareholders refused rescission of their Reg S Transaction. All of the foregoing disclosures were repeatedly described in the Company's Form 10Ks, Form 10Qs and in Form 8Ks, all filed with the SEC through December 31, 2015. The Company has disclosed all fees and commissions paid in Reg S transactions from July 1, 2011 through April 1, 2019, the last date of a Reg S Transaction. No shareholder has ever requested that the Company cancel their respective Reg S Transaction.

Mr. Shorey was re-appointed on December 1, 2020 as the acting President and acting CFO of the Company, effective as of January 23, 2020 as Messrs. Mildebrandt and Balinski, all of the other officers and two of the three directors recently resigned. He will serve as such until his successor has been duly approved/elected as the case may be. Mr. Shorey has loaned the Company $202,205 since 2010. The balance due him is $226,260 as of the date of this Report. He has also personally guaranteed the repayment of Company debt aggregating $835,000, as of the date of the Report.

The ACC has recently contacted the Company respecting how Reg S transactions subsequent to January 1, 2015 were consummated and by whom. Mr. Charles O'Dowd, prior CEO and CFO, and Mr. Shorey, acting as a consultant, were both involved in these subsequent Reg S Transactions. Discussions with the ACC, which relate to possible further sanctions, fines, etc., are ongoing with no resolution as of the date of this Report.

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses