Jeremy Towning notified the Company that, effective as of June 29, 2020, he was resigning from his position as the Company’s Chief Executive. Mr. Towning continues to serve as the Chief Financial Officer of the Company and as a member of the Company’s board of directors (the “Board”)
In connection with the closing of the License Agreement, effective as of June 29, 2020, the Board, pursuant to its powers under the Company’s bylaws, appointed Karyn Augustinus as a member of the Board. Ms. Augustinus will serve as a director until the Company’s next annual meeting of shareholders and until her successor has been elected and duly qualified or until her death, resignation or removal. The Company has not determined whether Ms. Augustinus will serve on any Board committees.
A description of the Waiver Agreement between the Company and CMBC, pursuant to which Ms. Augustinus was appointed to the Board, is disclosed in item 1.01 above and is incorporated herein by reference.
Karyn Agustinus is a shareholder and director of CMBC. Pursuant to the CMBC License Agreements and the Waiver Agreement, the Company authorized the issuance of 249,109,944 restricted shares of the Company’s Common Stock to Black Cactus Holdings LLC, the designee of CMBC, as further described in Item 1.01 above. The 249,109,944 shares had an aggregate market value of approximately $1,245,549.72 based on a closing price of $0.005 on June 29, 2020. CMBC has an interest in such shares of Common Stock as the licensor under the License Agreement and as an affiliate of Black Cactus Holdings LLC and, therefore, Ms. Augustinus, as a shareholder and director of CMBC, is considered a related party as provided in Item 404(a) of Regulation S-K. Except for the previous described transaction, Ms. Augustinus is not party to any other transaction, or series of transactions, required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Appointment of Lawrence P. Cummins as Chief Executive Officer and to the Board of Directors
In connection with the closing of the License Agreement, effective as of June 29, 2020, and the terms of the Waiver Agreement, the Board, pursuant to its powers under the Company’s bylaws, appointed Lawrence P. Cummins, 58, as Chief Executive Officer and as a member of the Board. Lawrence P. Cummins will serve as a director until the Company’s next annual meeting of shareholders and until his successor has been elected and duly qualified or until his death, resignation or removal. Lawrence P. Cummins will serve as Chief Executive Officer of the Company until his successor has been appointed by the Board and duly qualified or until his death, resignation or removal. The Company has not determined whether Lawrence P. Cummins will serve on any Board committees. Lawrence P. Cummins will perform the services and duties that are normally and customarily associated with the Chief Executive Officer position, as well as other duties as the Board reasonably determines.
Lawrence P. Cummins founded CMBC in 1999. His primary focus at CMBC has been the development of blockchain based commercial solutions using AI, machine learning, IoT, big data, analytics and predictive analysis for financial transactions that encompass both fiat and crypto currencies.
In 2015, Lawrence P. Cummins joined Black Cactus Holdings Pty Ltd as a director. In 2017, Lawrence P. Cummins joined Black Cactus Holdings LLC as a director.
From December 2017 to April 2018, Lawrence P. Cummins was Chief Executive Officer and a director of the Company. His primary focus at the Company was to build a customer base for software technology. He left the Company in April 2018 to pursue consultancy opportunities through his equity interest in CMBC.
A description of the Waiver Agreement between the Company and CMBC, pursuant to which Lawrence P. Cummins was appointed as Chief Executive Officer and to the Board, is disclosed in Item 1.01 above and is incorporated herein by reference.
Lawrence P. Cummins is the Founder, Managing Director, and a shareholder of CMBC and, therefore, he is considered a related party for the same reasons as provided for Ms. Augustinus above. Additionally, Lawrence P. Cummins owns all of the interests in Black Cactus Holdings LLC. Except for the previous described transaction, Lawrence P. Cummins is not party to any other transaction, or series of transactions, required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Appointment of Lawrence C. Cummins as Vice President
In connection with the closing of the License Agreement, effective as of June 29, 2020, and the terms of the Waiver Agreement, the Board, pursuant to its powers under the Company’s bylaws, appointed Lawrence C. Cummins, 29, as Vice President, effective as of June 29, 2020. Lawrence C. Cummins will serve as Vice until his successor has been appointed by the Board and duly qualified or until his death, resignation or removal. Lawrence C. Cummins will perform the services and duties that are normally and customarily associated with the Vice President position, as well as other duties as the Board reasonably determines.
In 2015, Lawrence C. Cummins was a research grant assistant for the University of Illinois Chicago’s School of Design on a joint project with the National Aeronautics and Space Administration.
Lawrence C. Cummins joined CMBC as a Project Manager in 2016. His primary focus at CMBC is the design and development of CMBC’s web platforms.
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From 2016 to 2017, Lawrence C. Cummins was a Project Manager of Black Cactus Holdings Pty Ltd where he managed the development and implementation of the music distribution platform.
From 2016 to 2017, Lawrence C. Cummins was a Media Design Manager at Nexstar Global, a joint venture between Milestone Group PLC, and Black Cactus Holdings Pty Ltd. His Focus at Nexstar Global was to develop Nexstar’s media publishing and distribution platform, as well as all branding related projects.
A description of the Waiver Agreement between the Company and CMBC, pursuant to which Lawrence C. Cummins was appointed as Chief Executive Officer and to the Board, is disclosed in item 1.01 above and is incorporated herein by reference.
Lawrence C. Cummins is a Project Manager of CMBC and the son of Lawrence P. Cummins and, therefore, he is considered a related party for the same reasons as provided for Lawrence P. Cummins above. Except for the previous described transaction, Lawrence C. Cummins is not party to any other transaction, or series of transactions, required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Family Relationships
Lawrence P. Cummins and Lawrence C. Cummins are father and son. There are no other family relationships between any of the Company’s directors or officers.