Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(c) On December 31, 2019, the Registrant appointed David M. Godfrey, age 64, as
its Principal Financial Officer and Principal Accounting Officer. Mr. Godfrey
does not have a family relationship with any director, executive officer, or
person nominated or chosen by the Registrant to become a director or executive
officer.
Since the beginning of the Registrant's last fiscal year to the effective date
of Mr. Godfrey's appointment, Mr. Godfrey has not been a participant, nor has he
had any direct or indirect material interest in any transaction in which the
Company was or is to be a participant, where the amount involved exceeded
$120,000.
Mr. Godfrey agreed to render services as Principal Financial Officer and
Principal Accounting Officer to the Registrant, and the Registrant agreed to
compensate Mr. Godfrey with an annual salary of $80,000.00, a 25,000 share
signing bonus, and 25,000 shares of common stock for services rendered in 2019,
deemed earned as of December 31, 2019. The Registrant also agreed to issue to
Mr. Godfrey an additional 25,000 shares of common stock upon the one year
anniversary of the engagement, which terminates on December 31, 2020.
Mr. Godfrey holds a Bachelor of Arts in Finance and Business awarded by Wichita
State University, Wichita, Kansas. Mr. Godfrey was licensed and practiced as a
certified public accountant from 1979 through 1984.
From 2019 until his appointment with the Registrant, Mr. Godfrey was a
consultant to Clifton Larson & Allen, a Certified Public Accounting firm in
Denver, CO, and the Registrant's Vice-President of Finance.
From 2015 to 2019 Mr. Godfrey was Vice President of Finance and Controller of
Mac Acquisitions, LLC that operated Romano's Macaroni Grill/Sullivan's
Steakhouse Denver, CO, where Mr. Godfrey supervised the financial information,
reporting and infrastructure for a 130 plus restaurant units throughout United
States, Dubai, Mexico, Japan and Germany; changed the accounting infrastructure
from a third party provider and brought it in-house accounting, imaging, and
reconciliations systems, saving over $500k in cash flow; and, developed Business
Intelligence reporting system with Synergy Suites for data warehousing, data
mining of operations daily financial data.
From 2012 through 2015, Mr. Godfrey was Corporate Controller of A'GACI, LLC San
Antonio, TX , where he oversaw the financial information, reporting and
infrastructure for a 50 plus unit Retail Apparel Company with locations in
Texas, Tennessee, Florida, New York, Illinois, New Mexico Puerto Rico, Mexico
and California.
From 2011-2012, Mr. Godfrey was Vice President of Finance of Emerald Foods,
Houston, TX. Mr. Godfrey was responsible for the oversight of financial
information, reporting and infrastructure for a 75 unit Wendy's franchise, with
locations in Texas and Louisiana. From 1999 to 2010, Mr. Godfrey was Chief
Financial Officer for Palo Alto, Inc., Denver, CO, where he developed financial
reporting standards for over 135 Multi Brand (YUM Brands) restaurants in multi
states, with over $130 million in Gross Sales.
Item 4.01 Changes in Registrant's Certifying Accountant.
(a) On January 1, 2020, the Registrant dismissed L&L CPAs as the Registrant's
independent accountant. L&L CPAs report on the Registrant's financial statements
for either of the past two years did not contain an adverse opinion or a
disclaimer of opinion, or was qualified or modified as to uncertainty, audit
scope, or accounting principles.
The decision to dismiss L&L CPAs was approved by the Registrant's board of
directors.
During the Registrant's two most recent fiscal years, and any subsequent interim
period preceding dismissal, there were no disagreements with L&L CPAs on any
matter of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure, which disagreement(s), if not resolved to the
satisfaction of L&L CPAs, would have caused it to make reference to the subject
matter of the disagreement(s) in connection with its report.
The Registrant provided L&L CPAs with a copy of its disclosures on this Form
8-K, and requested it to provide a letter addressed to the Commission,
respecting whether or not it agrees with the Company's disclosures in this Form
8-K, and if not, stating the respects in which it does not agree. L&L CPAs
letter is unavailable as of the date of this filing. The Registrant requested
that L&L CPAs provide the letter as promptly as possible so that it may amend
this Form 8-K to include the letter as an exhibit within ten days.
(b) On December 31, 2019, the Registrant engaged Hall & Co. as its principal
accountant to audit the Registrant's financial statements. During the
Registrant's two most recent fiscal years, and any subsequent interim period
prior to engaging Hall & Co., neither the Registrant (nor someone on its behalf)
consulted Hall & Co. regarding: the application of accounting principles to a
specified transaction, either completed or proposed; or the type of audit
opinion that might be rendered on the registrant's financial statements, and
either a written report was provided to the registrant or oral advice was
provided that the Hall & Co. concluded was an important factor considered by the
Registrant in reaching a decision as to the accounting, auditing or financial
reporting issue.
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