Washington, D.C. 20549




Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): June 5, 2020



(Exact name of registrant as specified in its charter)


Nevada   000-55790   39-2079974
(State or other jurisdiction
of incorporation)
  (Commission File Number)  

(IRS Employer

Identification No.)


1612 Cape Coral Parkway East, Cape Coral, Florida   33904
(Address of principal executive offices)   (Zip Code)


Registrant’s telephone number, including area code: (239) 542-0643



(Former name or former address, if changed since last report.)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))


Securities registered pursuant to Section 12(b) of the Act:


Title of each class  Trading Symbol(s)  Name of each exchange on which registered
N/A  N/A  N/A


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).


Emerging growth company  ☐


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐





Item 5.07 Submission Of Matters To A Vote Of Security Holders


Three proposals described fully in the 2020 Proxy Statement of the Company were presented for approval at the Company’s 2020 Annual Meeting of Stockholders (the “Annual Meeting”) held on June 5, 2020. As of the record date, 23,127,852 shares of common stock were outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 7,079,211 shares of common stock were represented in person or by proxy; therefore, a quorum was present.


The stockholders of the Company voted on the following three matters:


Proposal 1: Election of Directors


There were three directors standing for election at the Annual Meeting. The following persons were nominated and elected to serve as directors of the Company until the 2021 Annual Meeting of Stockholders and until their successors are duly elected and qualified: Peter W. Harper, James E. May, and Cary Sucoff. The voting results for each nominee were as follows:


Director    For     Withheld    Broker Non-Votes 
Peter W. Harper   4,441,049    167,029    2,471,133 
James E. May   4,313,843    294,235    2,471,133 
Cary Sucoff   4,441,049    167,029    2,471,133 


Proposal 2: Ratification of the Appointment of Independent Registered Public Accounting Firm


The proposal to ratify the appointment of MaloneBailey, LLP as the Company's independent registered public accounting firm to audit the consolidated financial statements of the Company for the year ending December 31, 2020 as disclosed in the 2020 Proxy Statement, received the following votes:

For   Against   Abstentions   Broker Non-Votes 
 7,057,852    8,250    13,109    2,471,133 


Proposal 3: Advisory Vote to Approve Executive Compensation


The proposal to approve, on a non-binding, advisory basis, the compensation of the Company's named executive officers, as disclosed in the 2020 Proxy Statement, received the following votes:


For   Against   Abstentions   Broker Non-Votes 
 4,401,607    184,971    21,500    2,471,133 







Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Date: June 5, 2020    
  By: /s/ James E. May
    Name: James E. May
    Title: Chief Executive Officer