Item 1.01 Entry into a Material Definitive Agreement.
Sofield Executive Employment Agreement
On May 5, 2021, the Registrant
entered into an employment agreement with Marion Sofield to act as its Secretary/Treasurer and Corporate Communications Officer (Investor
Relations Liaison). Ms. Sofield’s employment agreement was approved by the board of directors of the Registrant.
In general, Ms. Sofield’s
employment agreement contains provisions concerning terms of employment, voluntary and involuntary termination, indemnification, severance
payments, and other termination benefits, in addition to a non-compete clause and certain other perquisites, such as; long-term disability
insurance.
The original term of Ms. Sofield’s
employment agreement runs for a period of three years and will automatically renew for successive two year terms unless not renewed as
set forth in the Agreement.
Ms. Sofield’s employment
agreement provides for an initial annual base salary of $70,000, which may be adjusted by the board of directors.
In addition, Ms. Sofield was issued
1,000,000 shares of common stock upon execution of the Agreement.
The above description of Ms. Sofield’s employment
agreement is qualified in its entirety by reference to the full text of that agreement, a copy of which is attached hereto as Exhibit
10.1.
Item 3.02
Albers Resignation
Effective May 5, 2021, Gregory Albers resigned as Secretary/Treasurer
of the Registrant. Mr. Albers will continue to serve as a member of the Registrant’s board of directors.
Sofield Appointment
Effective May 5, 2021, Marion Sofield was appointed
Secretary/Treasurer and Corporate Communications Officer (Investor Relations Liaison) of the Registrant.
Marion Sofield - Ms. Sofield served PCT LTD and
PCT Corp. as CFO from 2019 through 2020 and was a licensed insurance professional for three years prior. Ms. Sofield gained extensive
knowledge of electro-chemical activation technology while serving as the Executive Vice President, Operations (Chief Operating Officer)
for Integrated Environmental Technologies from 2004 to June 2012. Ms. Sofield’s prior experience has given her a unique set of tools
to assess corporate needs, set goals, to develop all business strategies in order to successfully launch and grow a new corporate entity,
including initiating key hires, business systems, vendors, contractors, and all facets of creating a for-profit company. Ms. Sofield earned
a Bachelor of Science degree from Radford University.
Ms. Sofield is not related to any officer, director
or affiliate of the Registrant.
Ms. Sofield is not a party to any pending legal proceeding,
nor has she been subject to a bankruptcy petition filed against her, nor been convicted in, or subject to, any criminal proceeding.
Abraham Appointment
Effective May 17, 2021, the Registrant appointed Arthur
E. Abraham to serve as its chief financial officer.
Arthur E. Abraham – Mr. Abraham serves as
Chief Financial Officer. Prior to joining the Corporation, Mr. Abraham served as Chief Financial Officer of Team Cam, LLC (a private commercial
paving contractor) from 2018 through 2020 and as corporate controller for Carpet Land, Inc. (a private flooring company) from 2008 through
2018. Mr. Abraham earned a BBA Degree (Accounting and Business Management) from Marshall University.
Mr. Abraham is not related to any officer, director
or affiliate of the Registrant.
Mr. Abraham is not a party to any pending legal proceeding,
nor has he been subject to a bankruptcy petition filed against him, nor been convicted in, or subject to, any criminal proceeding.
Compensation Agreements
On May 5, 2021, the Registrant entered into an employment
agreement with Ms. Sofield, which is described in Item 1.01 above.