UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
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5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Directors; Compensatory Arrangements of Certain Officers.
Effective on March 21, 2024, Brett Rosen, the sole director and President, CFO, Secretary and Treasurer of Trustfeed Corp. (the “Company”), resigned from any and all positions with the Company and its subsidiaries, if any. Mr. Rosen did not have any disagreements with the Company regarding the operations, policies or practices of the Company.
Also effective on March 21, 2024, (a) Terrence M. Tierney was appointed as a director to fill a vacancy on the Board of Directors, to serve as director until the next annual meeting of stockholders of the Company, subject to his prior resignation or removal, and until his successor is duly elected and qualified and (b) Mr. Tierney was appointed Interim President, Chief Financial Officer, Secretary and Treasurer of the Company.
Mr. Tierney, 62, has over 30 years of senior level management experience in both the private and public sectors. From September 2020 to present, Mr. Tierney has served as President of Profesco, Inc., a business management consulting firm focused on corporate strategy, reorganization plans, SEC compliance and tax qualified not-for-profit public charities (501c3). From October 2018, until August 2020, Mr. Tierney was the Corporate Secretary and Chief Administrative Officer of MJ Holdings, Inc., an OTC-markets listed public company. Mr. Tierney has also previously served as the Managing Director of Building for America’s Bravest, a joint venture program between the Gary Sinise Foundation and the Stephen Siller Tunnel to Towers Foundation that builds custom designed “smart homes” for severely wounded U.S. military personnel. Mr. Tierney earned a Bachelor of Science degree in Aeronautics/Professional Pilot from St. Louis University and was awarded a Juris Doctor degree from New York Law School in 1992.
In furtherance of Mr. Tierney’s appointment, the Company, Mr. Tierney and an affiliate of Mr. Tierney, have entered into a Professional Services Agreement (the “Agreement”). Pursuant to the terms of the Agreement, among other things, Mr. Tierney, directly or through his affiliate, will fill the role of President, Chief Financial Officer, Secretary and Treasurer of the Company and otherwise act as the Company’s principal executive officer and principal financial officer. Mr. Tierney will be compensated at a flat rate of $5,000 per month for up to twenty-five hours worked per month.
The term of the Agreement is for an initial term ending on the earlier of five months or the filing of the Company’s Form 10-Q for the accounting period ending June 30, 2024, and it may be extended by mutual consent or earlier terminated in the event of certain “cause” events as specified in the Agreement.
Mr. Tierney is subject to non-compete, non-disclosure, indemnification and work-for-hire provisions, as provided in the Agreement.
Other than as described above, there are no related party transactions between the Company and Mr. Tierney that would require disclosure under Item 404(a) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended.
The foregoing is intended only to be a summary of the Agreement, and is qualified in its entirety by reference to the Agreement, a copy of which is attached as Exhibit 10.1 to this Current Report on 8-K, and which is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
Exhibit |
Description | |
| 10.1 | Professional Services Agreement, dated March 21, 2024, by and among Trustfeed Corp., Terrence M. Tierney and Profesco, Inc. | |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL) |
| 2 |
SIGNATURES
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.
| Trustfeed Corp. | ||
| By: | /s/ Terrence M. Tierney | |
| Name: | Terrence M. Tierney | |
| Title: | President | |
| Date: | March 25, 2024 | |
| 3 |