SUBSEQUENT EVENTS | NOTE 14 – SUBSEQUENT EVENTS Default under September Loan Agreement On December 8, 2022, the Company received a “ from FVP. The Default Notice was in regard to the September Loan Agreement 3,250,000 20 On December 16, 2022, the Company, Altitude Hospitality, LLC and Trident Water, LLC entered into an “Acknowledgment and Consent Agreement” (the “Consent Agreement”) with FVP, the administrative agent for certain lenders, and certain lenders relating to the Default Notice and default by the Company under the September Loan Agreement 1,250,000.00 In exchange for this advance, the Company and its subsidiaries acknowledged liability under the September Loan Agreement, waived certain rights and cure periods, and released FVP and the lenders from claims. Settlement Agreement and Divestiture of Altitude Hospitality On March 6, 2023, the Company, Altitude Hospitality and Trident Water, LLC, together with the Company’s wholly owned subsidiaries entered into a Settlement Agreement (the “Settlement Agreement”) with FVP, and certain lenders (collectively, the “Loan Parties”). The Settlement Agreement relates to events of default by the Company under the September Loan Agreement Under the terms of the Settlement In consideration for the assignment of the membership interests of Altitude Hospitality, the existing debt owed by the Company to the lenders under the September Loan Agreement was reduced by an amount of $ 18,255,476.11 750,000 Gregory Breunich, the manager of Altitude Hospitality resigned from Altitude Hospitality as required by the Settlement Agreement. Gregory Breunich will continue to serve as the Company’s CEO and Chairman. As a result of the assignment of Altitude Hospitality under the Settlement Agreement, all agreements previously executed by Altitude Hospitality were also assigned to FVP’s designee. These assignments include the Property PSA with STORE, the Lease with STORE, the Membership Agreement with the Franchisor, the Disbursement Agreement with STORE and the Management Agreement with the Manager. New Loan Agreement On March 6, 2023, in connection with the execution of the Settlement Agreement, the Company and Trident Water, LLC, entered into the New Loan Agreement with FVP and the lenders. The proceeds of the New Loan Agreement, in the original principal amount of $ 750,000 Under the terms of the New Loan Agreement, the maturity date of the loan is June 30, 2025, and the Company and the Loan Parties agreed to pay an interest rate of twelve percent ( 12 7,500 In connection with the New Loan Agreement, the Company also entered into several related documents. These include a Payment Guaranty through which the Company agreed that its wholly owned subsidiaries would guarantee the New Loan Agreement, a Security Agreement securing the debt, Promissory Notes in favor of the Lenders under the Loan Agreement, and a Third Amended and Restated Exclusivity Agreement with FPS governing the merchant services utilization of credit card processing and other related services provided by FPS to the Company and its subsidiaries. The New Loan Agreement contains customary representations, warranties, covenants, indemnification, and other terms for transactions of a similar nature. Upon the execution of the Settlement Agreement and the New Loan Agreement, FVP issued a payoff letter to the Company regarding the payment in full of the September Loan Agreement. Our sports academies, which we have operated on the Property for thirteen years, continue to operate. None Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures Under the supervision and with the participation of our principal executive officer and principal financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rules 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the Exchange Act). Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions as appropriate to allow timely decisions regarding required disclosure. We concluded that our disclosure controls and procedures as defined in Rule 13a-15(e) under the Exchange Act were not effective as of December 31, 2022 to ensure that information required to be disclosed in reports we file or submit under the Exchange Act is recorded, processed, and summarized and reported within the time periods specified in SEC rules and forms and our disclosure controls and procedures were also ineffective to ensure that the information required to be disclosed in reports that we file under the Exchange Act is accumulated and communicated to our principal executive and financial officers to allow timely decisions regarding required disclosures. Management’s Annual Report on Internal Control over Financial Reporting Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting as defined in rule 13a-15(f) and 15d-15(f) under the Exchange Act. Internal control over financial reporting is a process designed by, or under the supervision of the CEO to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles. Internal controls over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records which in reasonable detail accurately and fairly reflect the transactions and disposition of the Company’s assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made in accordance with authorizations of management and directors of the issuer; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the Company’s consolidated financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. A material weakness is a deficiency or a combination of deficiencies in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim consolidated financial statements will not be prevented or detected on a timely basis. In evaluating the effectiveness of the Company’s internal control over financial reporting as of December 31, 2022, management used the criteria established in the Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on the criteria established by COSO, management (with the participation of the CEO and CFO) identified the following material weaknesses in the Company’s internal control over financial reporting as of December 31, 2022, which arose from the limited number of number of staff at the Company and the inability to achieve proper segregation of duties: ● The Company lacked effective controls for ensuring the accuracy of reporting over significant account balances, including the review, approval, and documentation of related transactions and account reconciliations and other complex accounting procedures. ● The Company lacked effective controls because their directors are not independent. As a result of these material weaknesses, management concluded that the Company did not maintain effective internal control over financial reporting as of December 31, 2022, based on the criteria established in Internal Control – Integrated Framework (2013) issued by COSO. This Annual Report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to rules of the Security and Exchange Commission that permit us to provide only management’s report in this Annual Report. Limitations on the Effectiveness of Controls The Company’s management, including the CEO and acting CFO, does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all error and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Further, the design of the control system must reflect that there are resource constraints and that the benefits must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls effectiveness to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures. Changes in Internal Control over Financial Reporting Except as set forth above, there were no changes in our internal control over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Attestation Report of the Registered Public Accounting Firm This annual report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our independent registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide only management’s report in this annual report on Form 10-K. None. Not applicable. The following table sets forth the names, ages and positions of our board members and executive officers as of March 20, 2023: Name Age Position Gregory Breunich 65 Chief Executive Officer, Acting Chief Financial Officer and Chairman Gregory Anthony 53 Chief Communications Officer, President and Director Gabriel Jaramillo 67 Executive Vice President and Director of Tennis Training Scott Del Mastro 56 Executive Vice President and Chief Operating Officer Biographies of Directors and Officers The following is a brief account of the education and business experience during at least the past five years of each director, executive officer and key employee of our company, indicating the person’s principal occupation during that period, and the name and principal business of the organization in which such occupation and employment were carried out. Gregory Breunich, Chairman, Chief Executive Officer, and Acting Chief Financial Officer Mr. Breunich created and began building the IMG Academy in 1978, at the age of 21. Under his stewardship and service as the Senior Vice President and Managing Director, IMG became the international gold standard in elite athletic training and education, producing some of the most famous athletes in the world. Mr. Breunich left IMG in 2009 and for the last ten years has been developing his next generation of sports academies in Port St. Lucie and North Miami Beach. He is the co-founder of Nick Bollettieri Tennis Academy, Founder of the David Leadbetter Golf Academy, IMG Soccer Academy, IMG Basketball Academy, IMG Baseball Academy, IMG International Performance Institute, IMG Academy (Pendleton School), Bollettieri Sports Medicine Institute, IMG Mountain Sports Academy (Speed Skiing, Snow Boarding, FreeStyle), Bollettieri Development Co., Academy Park Development Company, IMG Academy Golf and Country Club, Legends Bay Development Co., Legends Cove Development Co. Mr. Breunich co-developed Sagemont Online High School (a private labeled University of Miami Online High School later acquired re-named Kaplan Online High School) & Virtual Sage (online academic curriculum publishing company), Med Group Development Company, Celebrity Auto Company, JMC Landscaping, North Miami Beach Academy, Trident Water Company, and numerous other development companies and real estate partnerships. Gregory Anthony, Director, Chief Communications Officer, and President Mr. Anthony is an American former professional basketball player who is a television analyst for NBA TV and Turner Sports. He played 12 seasons in the National Basketball Association. Mr. Anthony also contributes to Yahoo! Sports as a college basketball analyst and serves as a co-host/analyst on SiriusXM NBA Radio. Anthony played his freshman year of college basketball for the University of Portland where he was the WCC Freshman of the Year before transferring to the University of Nevada, Las Vegas. In his junior season with UNLV, the Runnin’ Rebels won the 1990 NCAA Championship game. Gabriel Jaramillo, Executive Vice President and Director of Tennis Operations Mr. Jaramillo is a renowned international tennis coach who has worked with many of the greatest players in the history of the sport. Throughout his career, he has trained eleven of the world’s No.1-ranked players and 27 top 10 players including Andre Agassi, Jim Courier, Pete Sampras, Maria Sharapova, Monica Seles, Kei Nishikori, and many others. From 1981 to 2009, Mr. Jaramillo also worked as the tennis director for the IMG Academy Bollettieri. There, he helped develop many multi-sport training programs and served as Nick Bollettieri’s right-hand man. For 26 consecutive years, Mr. Jaramillo coached players at all four Grand Slam events – the French Open, Wimbledon, the Australian Open, and the U.S. Open. Mr. Jaramillo is the co-founder of Club Med Academics and Principal of CMA Academics located in Florida, USA. Mr. Jaramillo is also the founder and owner of International Coaching Services which specializes in tennis coaching, consultancy, training systems, programs, services, and resources for developing and implementing solutions to maximize results. As a Master Clinician, Mr. Jaramillo has developed annual clinic tours and conferences for players, coaches, and parents in 32 countries. He created the Tennis Periodization Training Method and played a key role in the development of System 5, a tennis training system used by practitioners worldwide. Mr. Jaramillo is a sought-after expert in the industry and has served as a keynote speaker for ITF World and Regional Conferences for the International Tennis Federation as well as JPTA, USPTA, RRT, PTR, CBT, and FEDCOL. He has been featured as an expert commentator on ESPN, FOX Sports, Euro Sports, Channel 10 Australia, Caracol Radio, Wowo TV Japan, and Grand Slam TV. He served as a contributor to BBC Radio and writes for international magazines such as Japan’s Smash Magazine, Italty’s SpazioTennis, Great Britain’s UK Tennis Magazine, Germany’s Racquettech, China’s Tennis Magazine, TenisBrazil, Tennis Now, FedeColombia, and Bolivia El Deber. He is also a motivational speaker for organizations including Club Med, Discovery Channel, Propal, Neoris, World City Group, and the Young President Organization. Scott Del Mastro, Executive Vice President and Chief Operating Officer Mr. Del Mastro received his Bachelor’s degree in Psychology with an emphasis in Biomechanics from San Diego State University. He then received his Master’s degree in Sport Psychology also from San Diego State University. Mr. Del Mastro has owned, operated, and served as the Director of Operations at Club Med since 2009. Previously, he was the owner and operator of the International Tennis Academy (ITA) in Delray Beach, Florida, for 14 years, before relocating to Port Saint Lucie, Florida in 2009 to launch Club Med Academies High Performance Multi-Sport Training Program and Fully Accredited K-12 Academic School. He has coached and trained professional and junior tennis players on the U.S. and World Circuits (ATP, WTA, ITF) for more than 30 years. Mr. Del Mastro specializes in ENERGY Management, Tennis Specific Movement, Mental Performance, and Fitness. He conceptualized, developed, and delivered Club Med Academies College Placement Program, which has assisted thousands of athletes in the college entrance process, leading to millions of dollars in collegiate athletic and academic scholarships. Additionally, Mr. Del Mastro is an internationally acknowledged speaker and clinician in Sport Psychology and other various tennis-related topics. Indemnification of Directors and Officers Our directors and officers are indemnified as provided by the New York Business Corporation Law (“NYBCL”), Section 721 through Section 726, and our bylaws. We have been advised that, in the opinion of the SEC, indemnification for liabilities arising under the Securities Act is against public policy as expressed in the Securities Act, and is, therefore, unenforceable. In the event of a claim for indemnification against such liabilities is asserted by one of our directors, executive officers or controlling persons, we will, unless in the opinion of our legal counsel the matter has been settled by controlling precedent, submit the question of whether such indemnification is against public policy to a court of appropriate jurisdiction. We will then be governed by the court’s decision. Director Compensation There were no formal agreements with our directors for compensation, although they have received shares for their services from time to time. Director Independence During the period ended December 31, 2022, we had no independent directors. Legal Proceedings During the past ten years, none of our current directors or executive officers has been: ● the subject of any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; ● convicted in a criminal proceeding or is subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); ● subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; ● found by a court of competent jurisdiction (in a civil action), the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, that has not been reversed, suspended, or vacated; ● subject of, or a party to, any order, judgment, decree or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of a federal or state securities or commodities law or regulation, law or regulation respecting financial institutions or insurance companies, law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or ● subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization, any registered entity or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member. None of our directors, officers or affiliates, or any beneficial owner of 5% or more of our Common Stock, or any associate of such persons, is an adverse party in any material proceeding to, or has a material interest adverse to, us or any of our subsidiaries. Directors’ and Officers’ Liability Insurance The Company does have directors’ and officers’ liability insurance insuring our directors and officers against liability for acts or omissions in their capacities as directors or officers. Code of Business Conduct and Ethics The Board has adopted a code of business conduct and ethics applicable to its employees, directors, and officers, in accordance with applicable U.S. federal securities laws and the corporate governance rules of Nasdaq. The code of business conduct and ethics will be publicly available on the Company’s website at https://altdintl.com Corporate Governance & Board Independence Our Board of Directors consists of two directors and has not established a Nominating or Governance Committees as standing committees. The Board does not have an executive committee or any committees performing a similar function. We are not currently listed on a national securities exchange or in an inter-dealer quotation system that has requirements that a majority of the board of directors be independent. Due to our lack of operations and size, and since we are not currently listed on a national securities exchange, we are not subject to any listing requirements mandating the establishment of any particular committees; all functions of a nominating/governance committee were performed by our whole board of directors. Our board of directors intends to appoint such persons and form such committees as are required to meet the corporate governance requirements imposed by the national securities exchanges as necessary. Our board of directors does not believe that it is necessary to have such committees at the early stage of the company’s development, and our board of directors believes that the functions of such committees can be adequately performed by the members of our board of directors. We believe that members of our board of directors are capable of analyzing and evaluating our consolidated financial statements and understanding internal controls and procedures for financial reporting. We believe that retaining an independent director who would qualify as an “audit committee financial expert” would be overly costly and burdensome and is not warranted in our circumstances given the early stages of our development and the fact that we have not generated any material revenues to date. Board Leadership Structure The Board of Directors is led by the Chairman. The Board believes its current leadership structure best serves the objectives of the Board’s oversight of management, the Board’s ability to carry out its roles and responsibilities on behalf of the Company’s shareholders, and the Company’s overall corporate governance. The Board periodically reviews the leadership structure to determine whether it continues to best serve the Company and its shareholders. Audit Committee and Financial Expert; Committees The Company does not have an audit committee. We are not a “listed company” under SEC rules and are therefore not required to have an audit committee comprised of independent directors. The Company has no nominating or compensation committees at this time. The entire Board participates in the nomination and audit oversight processes and considers executive and director compensation. Given the size of the Company and its stage of development, the entire Board is involved in such decision-making processes. Thus, there is a potential conflict of interest in that our directors and officers have the authority to determine issues concerning management compensation, nominations, and audit issues that may affect management decisions. We are not aware of any other conflicts of interest with any of our executive officers or directors. Compliance with Section 16(A) of the Exchange Act Section 16(a) of the Exchange Act requires the Company’s directors, executive officers and persons who beneficially own 10% or more of a class of securities registered under Section 12 of the Exchange Act to file reports of beneficial ownership and changes in beneficial ownership with the SEC. Directors, executive officers and greater than 10% stockholders are required by the rules and regulations of the SEC to furnish the Company with copies of all reports filed by them in compliance with Section 16(a). Based solely on our review of certain reports filed with the Securities and Exchange Commission pursuant to Section 16(a) of the Securities Exchange Act of 1934, as amended, the reports required to be filed with respect to transactions in our common stock during the fiscal year ended December 31, 2022, were timely. Family relationships There are no family relationships among any of our officers or directors. Current Management Gregory Breunich was appointed as the Chief Executive Officer and Acting Chief Financial Officer of the Company on January 6, 2021. On March 24, 2021, Gabriel Jaramillo was appointed as Executive Vice President and Director of Tennis. On March 26, 2021, Mr. Jaramillo was appointed to the Board of Directors of the Company. On November 8, 2022, Mr. Jaramillo resigned from the Board of Directors. On February 2, 2021, Gregory Anthony was appointed as Chief Communications Officer and was appointed to the Board of Directors of the Company. On September 19, 2019, he was appointed as President and director. On July 23, 2021, Scott Del Mastro was appointed as Chief Operating Officer and was appointed to the Board of Directors of the Company. On November 8, 2022, Mr. Del Mastro resigned from the Board of Directors. Summary Compensation Table The table below sets forth, for our last two fiscal years, the compensation earned by our officers. All Other Fiscal Salary Stock Option Compen- Name and Principal Position Year Paid Bonus Awards Awards sation Total ($) ($) ($) ($) ($) ($) Gregory Breunich, CEO and 2022 45,360 - - - 222,520 267,880 Acting CFO (a) 2021 - - - - 180,000 180,000 Joseph B. Frost, COO (b) 2022 - - - - - - 2021 - - - - 56,469 56,469 Robert Kanuth, CEO (c) 2022 - - - - - - 2021 - - - - - - Gregory Anthony, CCO (d) 2022 - - - - - - 2021 - - - - - - Gabriel Jaramillo, EVP, Director 2022 37,800 - - - 159,729 197,729 of Tennis Operations (e) 2021 - - - - 180,000 180,000 Scott Del Mastro, Director 2022 123,085 - - - 9,452 132,537 of Operations (f) 2021 120,000 - - - - 120,000 Gregory Whyte, Director of 2021 - - - - - - Sports Science & Performance (g) 2020 - - - - - - (a) Appointed as CEO and Acting CFO, January 2021. (b) Appointed as COO, January 2018, and resigned on March 19, 2021. (c) Appointed as CEO and CFO, January 2019, and resigned in January 2021. (d) Appointed as President and Director, September 2019 and CCO in February 2021. (e) Appointed on July 23, 2021. Resigned as Director on November 8, 2022. (f) Appointed on July 23, 2021. Resigned as Director on November 8, 2022. (g) Appointed on July 23, 2021. We have health insurance benefits and a 2022 bonus plan for the officers but do not have pension, annuity, profit sharing or similar benefit plans. As of March 19, 2018, we have a stock option plan, although no shares are currently outstanding under the Plan. Employment Agreements On June 28, 2021, the Board of Directors of the Company approved a conditional performance bonus for then-principals of ITA-USA Enterprise, LLC (Gregory Breunich, Scott Del Mastro, and Gabriel Jaramillo) in the amount of $2.5 million if the Company raises $6 million or more in a future offering. Employment Agreement with Gregory Breunich On October 24, 2022, the Company entered into an employment agreement with Gregory Breunich, Chief Executive Officer and Chairman of the Company (the “Breunich Employment Agreement”). The Breunich Employment Agreement is for a term of five years, and it may be terminated by Mr. Breunich and the Company for good reason or for cause, respectively. Pursuant to the Breunich Employment Agreement, Mr. Breunich will receive an annual base salary of $300,000.00, of which $60,000.00 in the first year shall be deferred for one year and shall be eligible to earn annual target bonuses for each fiscal year comprised of a cash portion and a portion payable in shares of common stock of the Company, as discussed in the Breunich Employment Agreement. Mr. Breunich shall also be eligible to earn a buyout bonus to be paid to Mr. Breunich upon the closing of a sale of the Company. Upon termination by Mr. Breunich for good reason, or by the Company without cause, the Company shall pay or provide to Mr. Breunich severance pay equal to his then current annual base salary for twelve (12) months, during which time Mr. Breunich shall continue to receive all employee benefits and employee benefit plans as described in the Breunich Employment Agreement. As a full-time employee of the Company, Mr. Breunich will be eligible to participate in all of the Company’s benefit programs. Employment Agreement with Scott Del Mastro On October 24, 2022, the Company entered into an employment agreement with Scott Del Mastro Executive Vice President, Chief Operating Officer and Director Del Mastro Del Mastro Del Mastro Del Mastro Del Mastro Del Mastro Del Mastro Del Mastro Upon termination by Mr. Del Mastro Del Mastro Del Mastro Del Mastro Del Mastro Mr. Del Mastro resigned as director on November 8, 2022, but still serves as an officer of the Company. Employment Agreement with Gabriel Jaramillo On October 24, 2022, the Company entered into an employment agreement with Gabriel Jaramillo, Director of Tennis and Director of the Company (the “Jaramillo Employment Agreement”). The Jaramillo Employment Agreement is for a term of five years, and it may be terminated by Mr. Jaramillo and the Company for good reason or for cause, respectively. Pursuant to the Jaramillo Employment Agreement, Mr. Jaramillo will receive an annual base salary of $250,000.00, of which $50,000.00 in the first year shall be deferred for one year and shall be eligible to earn annual target bonuses for each fiscal year comprised of a cash portion and a portion payable in shares of common stock of the Company, as discussed in the Jaramillo Employment Agreement. Mr. Jaramillo shall also be eligible to earn a buyout bonus to be paid to Mr. Jaramillo upon the closing of a sale of the Company. Upon termination by Mr. Jaramillo for good reason, or by the Company without cause, the Company shall pay or provide to Mr. Jaramillo severance pay equal to his then current annual base salary for twelve (12) months, during which time Mr. Jaramillo shall continue to receive all employee benefits and employee benefit plans as described in the Jaramillo Employment Agreement. As a full-time employee of the Company, Mr. Jaramillo will be eligible to participate in all of the Company’s benefit programs. Mr. Jaramillo resigned as director on November 8, 2022, but still serves as an officer of the Company. Outstanding Equity Awards There were no equity awards made to any named executive officer that were outstanding as of December 31, 2022. Director Compensation There was no director compensation issued for directors’ services in 2022 and no written agreements to compensate for directors’ services at this time. 2017 Incentive Stock Plan On February 13, 2018, the Company’s shareholders and Board approved the 2017 Incentive Stock Plan (the “2017 Plan”). The 2017 Plan provides for the grant of two types of options: (1) incentive stock options, which are options that meet the requirements of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”), and (2) non-statutory options. Shareholder approval will make available a total of 3,000,000 shares of the Company’s authorized but unissued Common Stock for purchase upon exercise of options granted under the 2017 Plan. The term of the 2017 Plan is ten years, subject to earlier termination by the Board. Incentive stock options may be granted to employees of the Company or a related corporat |