Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 16, 2020, Michael Blum resigned as the secretary and treasurer of
our company. On the same date, we appointed Swapan Kakumanu, our current chief
financial officer, as our secretary and treasurer.
Swapan Kakumanu, age 51, has been the controller of our company since October
2017 and the chief financial officer of our company since December 4, 2018.
Mr. Kakumanu has been a partner, controller and chief financial officer for Red
to Black Inc., a financial services firm offering chief financial officer,
controller and strategic consulting services to both public and private
companies, since November 2012. Mr. Kakumanu has been the chief financial
officer of Pounce Technologies Inc. since July 2016 to December 2019. Mr.
Kakumanu was the chief financial officer, secretary and a director of TruTrace
Technologies Inc. from September 2018 to March 9, 2020. Mr. Kakumanu was also
the chief financial officer of Intercept Energy Services Inc. from June 2014 to
September 2018, the chief financial officer of Vogogo Inc. from August 2017 to
April 2018, the controller of Vogogo Inc. from November 2013 to April 2018.
Mr. Kakumanu has over 25 years of senior finance and operations experience. He
has served at the executive levels in both public and private companies
including senior roles as president, chief executive officer, chief financial
officer and company secretary, as well as director roles on boards.
Term of Office
Our executive officers are appointed by our board of directors and hold office
until their death, resignation or removal from office.
No family relationships exist between any of our directors or executive
Certain Related Transactions and Relationships
Other than as disclosed below, we have not been party to any transaction with
Mr. Kakumanu since January 1, 2017, or any currently proposed transaction with
Mr. Kakumanu in which we were or will be a participant and where the amount
involved exceeds US$20,258, being the lesser of US$120,000 or one percent of the
average of our total assets at year end for the last two completed fiscal years,
and in which Mr. Kakumanu had or will have a direct or indirect material
Effective October 15, 2017, we granted 100,000 stock options to Red to Black
Inc., a company controlled by Swapan Kakumanu. The stock options are exercisable
at the exercise price of US$0.10 per share for a period of ten years from the
date of grant. The stock options become exercisable as follows: (i) 1/3 on the
first anniversary of the grant date; (ii) 1/3 on the second anniversary of the
grant date and (iii) 1/3 on the third anniversary of the grant date.
On October 30, 2017, we issued 50,000 shares of our common stock to Red to Black
Inc. at a price of US$0.10 per share for the total consideration of US$5,000.
Effective June 8, 2018, we granted 75,000 stock options to Red to Black Inc. The
stock options are exercisable at the exercise price of US$0.60 per share for a
period of ten years from the date of grant. The stock options become exercisable
as follows: (i) 1/3 on the first anniversary of the grant date; (ii) 1/3 on the
second anniversary of the grant date and (iii) 1/3 on the third anniversary of
the grant date.
Since October 1, 2017, we paid Red to Black Inc. US$4,000 per month which was
amended to US$10,000 per month from February 1, 2018 for providing accounting
and controller services.
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