Item 5.02 Departure of Directors or Principal Officers; Election
of Directors; Appointment of Principal Officers
On April 3, 2019, Mr.
Sam Polito was appointed as Chief Executive Officer and President, Mr, Shawn Griffin was appointed as Secretary and Ms. Samantha
Stuard was appointed as Treasurer of Universal Potash Corp.
Appointment of Mr.
Sam Polito as Chief Executive Officer and President:
Sam Polito is the CEO of todaysodds.com and has been is the
sports entertainment business for 30 years. He has produced many sports betting and fantasy magazines, radio, Internet and
TV shows. He was also involved in creating the Internet’s top handicapping website scoresandodds.com before it's sale in
2007. He has been in involved in all aspects of the sports entertainment business from buying and selling advertising, hiring online
radio talent and working with all host, handicappers and Internet companies nationwide. Mr. Polito is a leader in the industry.
He has also been very involved in developing his family’s
8 pizzeria's in Wisconsin and Minnesota plus many other real estate deals.
Appointment of Samantha Stuart as Treasurer:
Samantha Stuard is a Certified Public Accountant with tax, audit
and private industry experience. She currently serves as a CFO for a private $30 million private company where she oversees the
finance department, is a member of the executive team and sits on the Board of Directors. Samantha in involved with developing
and implementing the Company’s financial and strategic initiatives, specifically in matters surrounding financial and operational
planning. Working with a company’s management team, she has created shareholder value by establishing a long-term plan with
operational and financial targets, improving business processes, applying technology to business problems and building excellence
within the financial, procurement and IT functions.
Samantha is a member of the WICPA and AICPA and an active participant
with Junior Achievement of Portage County. She graduated from UW Madison in 2008 with a BS in Accounting and Finance. During her
time at Wisconsin was a member of the UW softball team where she was a three time Academic All Big 10 award winner and voted captain
three consecutive years
.
Appointment of Shawn Griffin as Secretary:
Shawn Griffin is the Marketing Director at Americaneagle.com,
where he assists in evaluating and developing the marketing strategy and marketing plan, as well as planning, directing, and coordinating
marketing efforts for the award-winning website development company. He also oversees content marketing efforts for many clients
and was instrumental in the launch of Sportsterminal.com as well as other prominent sports websites.
All three officers have
extensive experience in managing and consulting and will be great asset to our company.
During the past ten years, Sam Polito, Shawn
Griffin and Samantha Stuard have not been the subject of the following events:
1. A petition under the Federal bankruptcy laws
or any state insolvency law was filed by or against, or a receiver, fiscal agent or similar officer was appointed by
a court for the business or property of such person, or any partnership in which he was a general
partner at or within two years before the time of such filing, or any corporation or business association of
which he was an executive officer at or within two years before the time of such filing;
2. Convicted in a criminal proceeding or
is a named subject of a pending criminal proceeding (excluding traffic violations and other minor
offenses);
3. The subject of any order, judgment, or decree,
not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him
from, or otherwise limiting, the following activities; associated person of any of the foregoing, or as an investment
adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or
employee of any investment company, bank, savings and loan association or insurance company, or
engaging in or continuing any conduct or practice in connection with such activity;
i) Acting as a futures commission merchant, introducing
broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated
by the Commodity Futures Trading Commission, or
ii) Engaging in any type of business practice; or
iii) Engaging in any activity in connection with
the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal
commodities laws;
4. The subject of any order, judgment
or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending
or otherwise limiting for more than 60 days the right of such person to engage in
any activity described in paragraph 3.i in the preceding
paragraph or to be associated with persons engaged in any such activity;
5. Were found by a court of competent jurisdiction
in a civil action or by the Commission to have violated any Federal or State securities law, and
the judgment in such civil action or finding by the Commission has not been subsequently
reversed, suspended, or vacated;
6. Were found by a court of competent jurisdiction
in a civil action or by the Commodity Futures Trading Commission to have violated any Federal
commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission
has not been subsequently reversed, suspended or vacated;
7. Were the subject of, or a party to, any Federal or
State judicial or administrative order, judgment, decree, or finding, not subsequently
reversed, suspended or vacated, relating to an alleged violation of:
i) Any Federal or State securities or commodities law
or regulation; or
ii) Any law or regulation respecting financial institutions
or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution,
civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or
iii) Any law or regulation prohibiting mail or
wire fraud or fraud in connection with any business entity; or
8. Were the subject of, or a party to, any sanction
or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization
(as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26)), any registered entity (as defined in Section 1(a)(29)
of the Commodity Exchange Act (7 U.S.C. 1(a)(29)), or any equivalent exchange, association, entity or organization that
has disciplinary authority over its members or persons associated with a member.
Family Relationships
There are no family relationships among our directors or executive
officers.
Director Qualifications
The following specific experience, qualifications, attributes,
or skills of Sam Polito, Samantha Stuart and Shawn Griffin led the Company to the conclusion that they should serve as directors in light of our business and
structure:
They are all qualified to be Company directors because they have managed several businesses successfully and thus brings management, organizational, operational and administrative experiences
to our Board.