(b) On August 23, 2005, the Company accepted the resignation of John W. Stump, III, chief financial officer and vice president of the Registrant. The letter of resignation addressed to the Registrant, which is attached as exhibit 17.1 to this current report, stated that Mr. Stump has decided to pursue other opportunities.
(c)(1) On September 1, 2005, the Company appointed Cheryl L. Dotson as its chief financial officer and vice president.
(c)(2) Ms. Dotson has high level executive management experience. Though her career began at one of the “Big 4” public accounting firms, she has had considerable operations, financial, contract negotiation and acquisition experience. She has served as the National Senior Manager for the rollout of a major managed service solution for one of the world’s largest consulting firms. She was heavily involved in the negotiations with Microsoft, the technology partner and LexisNexis the strategic partner for the national solution. She served as Chief of Staff to the mayor of the city of Houston and oversaw operations for 25 departments with direct oversight for the Information Technology Division, the Management Audit Division and participated heavily in fiscal and accounting issues surrounding the $billion + budget. Further, she was the Mayor’s direct liaison with COO of the Houston Rockets regarding issues surrounding the team’s new stadium. She has served as a consultant to the District of Columbia, the Metropolitan Transit Authority, and served as the chief financial officer for the Harris County-Houston Sports Authority. Ms. Dotson is not related to any directors, officers, or nominees of the Registrant. She has no direct or indirect material interest in any transaction of the Registrant during the last two years or proposed transactions.
(c )(3) The material terms of the employment agreement between the Registrant and the chief financial officer are: Base compensation of $84,000 per year; 50,000 shares of common stock; 100,000 stock options per year pursuant to a vesting schedule. In addition, in recognition of the increased effort required once the Registrant is out of the Development Stage, Ms. Dotson will receive a 25% increase in base compensation and an additional 50,000 shares of common stock at the point the Registrant begins to have revenue. The initial term of the agreement is one year with the potential for extensions and/or renewals.
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