Item 5.02  Resignation of Director and Officer

On April 20, 2022, following a consent vote of the shareholders of the Corporation, the Board has removed Mr. Alexei Tchernov as an officer and Director of the Company. There was no known disagreement with Mr. Tchernov on any matter relating to our operations, policies or practices.





  Item 5.02   Appointment of a New Director

The Board of Directors, on April 20, 2022, appointed Mr. Bryan Cappelli as a Director of the Company.

Bryan Cappelli has financed, developed and/or acquired more than $3.0 billion of real estate projects in the New York Tri State area and has 18 years of development and capital markets experience.

From 2007-2014, Mr. Cappelli served as Chief Operating Officer of the Cappelli Organization overseeing ~$1B of mixed-use developments in Westchester and Fairfield Counties, including The Ritz Carlton Hotel and Condominiums, City Center White Plains, and Trump Parc Residences.

From 2014-2020, Mr. Cappelli served as Co-President of Development for Ceruzzi Holdings and was a member of the investment committee. He oversaw the acquisition and development of the Centrale and Hayworth condominium projects and the Lipstick Building, totaling over 1 million square feet and $1B in value.

In 2017 Mr. Cappelli founded Blue Line Real Estate Ventures, a dynamic real estate investment vehicle which has served as co-general partner in multiple large scale development and acquisitions across all asset classes in addition to making significant angel investments in various emerging development technologies and operating companies. Mr. Cappelli is currently the CEO of XKCappelli, a division of the Cappelli Organization which is currently developing a $800m mixed use project at 790 7th Avenue in Manhattan, NY.

Mr. Cappelli earned a B.S. in Economics and a Minor in Philosophy from Duke University.

Mr. Cappelli has no family relationships with any of the Company's directors or executive officers. Mr. Cappelli has not had any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

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