Item 5.02Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 14, 2022, the KeyStar Corp., a Nevada corporation (the "Company"), board
of directors (the "Board") appointed John Linss ("Linss") as the new Chief
Executive Officer ("CEO") of the Company, and as the new President on June 15,
2022, pursuant to the terms of a written employment agreement (the "Linss
Employment Agreement").
The material terms of the Linss Employment Agreement are as follows:
·Annual Salary - $500,000
·Signing Bonus - $112,000
·Term - 3 years with auto-renewals of successive 1-year terms.
·A stock purchase agreement to purchase and finance 2,980,000 shares of the
Company's common stock.
·Participate in discretionary Bonus Plans.
·Eligible to participate in company benefit plans
The foregoing summary of the Linss Employment Agreement is qualified in its
entirety by reference to the full text of the Linss Employment Agreement which
is attached hereto as Exhibit 10.1, and incorporated herein by reference. You
are urged to read said exhibit attached hereto in its entirety.
On June 15, 2022, the Board appointed Anthony Fidaleo ("Fidaleo") as the Chief
Financial Officer ("CFO") and Treasurer of the Company. The Company did not
enter into an Employment Agreement with Fidaleo. He received a simple offer
letter that states he will receive an annual salary of $252,000, a signing bonus
of $50,000 that is payable on July 15, 2022, and he is eligible to participate
in the Company's benefit plans. Fidaleo and the Company did, however, enter into
a standard written Employment Conditions Agreement (the "Fidaleo Agreement").
The Fidaleo Agreement contains typical provisions regarding Confidentiality,
Inventions, Records, Restrictive Covenants, including a one year post employment
non-compete provision and other similar provisions. The foregoing summary of the
Fidaleo Agreement is qualified in its entirety by reference to the full text of
the Fidaleo Agreement which is attached hereto as Exhibit 10.2, and incorporated
herein by reference. You are urged to read said exhibit attached hereto in its
entirety.
In connection with these appointments, Bruce Cassidy resigned as the CEO,
President, CFO and Treasurer of the Company. Mr. Cassidy remains the Secretary
of the Company.
Biographies of New Officers
John Linss; Chief Executive Officer, Principal Executive Officer and President;
Age 63: Mr. Linss has been an entrepreneur, intrapreneur, and C-level executive
for Fortune 500 companies and most recently served as the acting CEO and
President of Ultimate Gamer, LLC from September 2021 to May 2022. From March
2021 to September 2021 he worked with Gartner, Inc. as an Executive Partner to
Fortune 500 CIOs and CTOs. From June 2017 to July 2020, Mr. Linss served as VP,
SVP, and CTO for Caesars Entertainment. As CTO, his broad areas of
responsibility included M&A, technology operations, and global strategy while he
worked closely with the senior management team to achieve aggressive
enterprise-wide digital transformation initiatives. John successfully led
integration activities for the $17.5 billion merger of Eldorado Resorts and
Caesars to create the largest U.S. integrated resort and gaming company and
accelerated over $100 million in synergies within loyalty program integration,
property conversions, and business systems prior to financial close. From
January 2016 to June 2017, Mr. Linss served as VP of Digital Enterprise
Innovation, Transformation, and Technologies for Hexaware Technologies. He
pursued dual Bachelor of Science majors in Economics and Interpersonal
Communications at the University of Georgia, and he has served as an adjunct
professor for Management Information Systems at Emory University's Goizueta
Business School.
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--------------------------------------------------------------------------------Anthony J. Fidaleo; Chief Financial Officer, Principal Financial Officer,
Principal Accounting Officer and Treasurer; Age 63: Mr. Fidaleo has been the CEO
of his financial accounting and consulting practice since 1992, specializing in
private and publicly traded companies, ranging from start-ups to Fortune 500
companies. From October 2021 to May 2022, Mr. Fidaleo served as the acting CFO
of Ultimate Gamer, LLC. From 2013 to 2021, Mr. Fidaleo served as a Senior
Executive Consultant for Buxbaum HCS, specializing in interim CFO, M&As, Quality
of earnings, audit preparatory work, transaction coordination with investment
bankers, legal counsel, CPA, and Due Diligence firms. Mr. Fidaleo has been the
CFO of multiple publicly traded companies listed on Nasdaq and OTC, as well as
having served as a member of the board of directors of several public and
private companies. Mr. Fidaleo spent approximately 10 years in public accounting
where he attained the title of Audit Senior Manager at BDO USA. Mr. Fidaleo is
currently the financial expert on the board of directors of Origin Clear, a
publicly traded company. Mr. Fidaleo is a California CPA (inactive) and has a
Bachelor of Accounting from California State University at Long Beach.
Item 9.01Financial Statements and Exhibits
Exhibit No. Description
10.1 Employment Agreement between KeyStar Corp. and John Linss, dated
June 14, 2022.
10.2 Employment Conditions Agreement between KeyStar Corp. and Anthony J.
Fidaleo, dated June 15, 2022.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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