Our Chief Executive Officer is the principal executive officer (“PEO”). As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between “compensation actually paid” to our PEO and to our other named executive officers (the “non-PEO NEOs”)

and certain financial performance measures of the Company. Compensation actually paid, as determined under SEC requirements, does not reflect the actual amount of compensation earned by or paid to our executive officers during a covered year.


													Value of Initial
	Summary				Summary				Average Summary		Average		Fixed $100
	Compensation		Compensation		Compensation		Compensation		Compensation		Compensation		Investment
	Table Total		Actually Paid		Table Total		Actually Paid		Table Total		Actually Paid		Based on Total
	for PEO		to PEO		for PEO		to PEO		for Non-		to Non-PEO		Shareholder		Net Income
Year	(Kavanaugh)^1,2		(Kavanaugh)³		(Messier)^1,2		(Messier)⁴		PEO NEOs⁵		NEOs⁶		Return⁷		(Loss)⁸
(a)		(b)		(c)		(d)		(e)		(f)		(g)		(h)		(i)
2024	$	265,000	$	265,000	$	—	$	—	$	250,000	$	250,000	$	71.16	$	27,524
2023		—		—		—		—		112,903		112,903		55.37		(4,571,279)
2022		—		—		63,300		63,300		211,472		211,472		58.89		(4,769,241)

1

Mr. Messier served as the Company’s Chief Executive Officer during fiscal year 2022 and during fiscal year 2023 until July 18, 2023. Mr. Kavanaugh was appointed as the Company’s interim President and Chief Executive Officer, effective July 18, 2023, and he was appointed as the Company’s President and Chief Executive Officer on a permanent basis on October 18, 2023.

2

The dollar amounts reported in columns (b) and (d) are the amounts of total compensation reported for Messrs. Kavanaugh and Messier, respectively, in the “Total” column of the Summary Compensation Table in the applicable year. We did not provide Mr. Kavanaugh with any compensation during the year ended December 31, 2023.

3

The dollar amounts reported in column (c) represent the amount of “compensation actually paid” to Mr. Kavanaugh in fiscal years 2024, 2023 and 2022, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Kavanaugh during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Kavanaugh’s total compensation for each year to determine the compensation actually paid:


	FY2024		FY2023		FY2022
Total Compensation for PEO as reported in the Summary Compensation Table for the covered fiscal year	$	265,000	$	—	$	—
Deduct pension values reported in the “Change in Pension and Nonqualified Deferred Compensation Earnings” column in the Summary Compensation Table for the covered fiscal year		—		—		—
Deduct grant date fair value of equity awards reported in the “Stock Awards” column in the Summary Compensation Table for the covered fiscal year	$	190,000		—	$	—
Add actuarial present value of pension value attributable to covered fiscal year’s service		—		—		—
Add the entire cost of benefits granted (or credit for benefits reduced) in a plan amendment (or initiation) during the covered fiscal year that are attributed by the benefit formula to services rendered in periods prior to the plan amendment or initiation		—		—		—
Add fair value as of the end of the covered fiscal year of all equity awards granted during the covered fiscal year that are outstanding and unvested as of the end of such covered fiscal year		—		—		—
Add fair value as of the vesting date of any awards granted in the covered fiscal year that vested during the covered fiscal year	$	190,000		—	$	—
Add dividends or other earnings paid on stock or option awards in the covered fiscal year prior to the vesting date that are not otherwise included in the total compensation for the covered fiscal year		—		—		—
Add the change in fair value (whether positive or negative) as of the end of the covered fiscal year (from the end of the prior fiscal year) of any equity awards granted in any prior fiscal year that are outstanding and unvested as of the end of such covered fiscal year		—		—		—
Add the change in fair value (whether positive or negative) as of the vesting date (from the end of the prior fiscal year) of any equity awards granted in any prior fiscal year for which all applicable vesting conditions were satisfied during the covered fiscal year		—		—		—

Subtract the fair value of any equity awards granted in a prior fiscal year that failed to meet the applicable vesting conditions in the covered fiscal year determined as of the end of the prior fiscal year			—			—			—
Compensation Actually Paid to PEO		$	265,000		$	—		$	—

4

The dollar amounts reported in column (e) represent the amount of “compensation actually paid” to Mr. Messier in fiscal years 2023, 2022 and 2021, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Messier during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Messier’s total compensation for each year to determine the compensation actually paid:


	FY2024		FY2023		FY2022
Total Compensation for PEO as reported in the Summary Compensation Table for the covered fiscal year	$	—	$	—	$	63,300
Deduct pension values reported in the “Change in Pension and Nonqualified Deferred Compensation Earnings” column in the Summary Compensation Table for the covered fiscal year		—		—		—
Deduct grant date fair value of equity awards reported in the “Stock Awards” column in the Summary Compensation Table for the covered fiscal year	$	—		—	$	63,300
Add actuarial present value of pension value attributable to covered fiscal year’s service		—		—		—
Add the entire cost of benefits granted (or credit for benefits reduced) in a plan amendment (or initiation) during the covered fiscal year that are attributed by the benefit formula to services rendered in periods prior to the plan amendment or initiation		—		—		—
Add fair value as of the end of the covered fiscal year of all equity awards granted during the covered fiscal year that are outstanding and unvested as of the end of such covered fiscal year		—		—		—
Add fair value as of the vesting date of any awards granted in the covered fiscal year that vested during the covered fiscal year	$	—		—	$	63,300
Add dividends or other earnings paid on stock or option awards in the covered fiscal year prior to the vesting date that are not otherwise included in the total compensation for the covered fiscal year		—		—		—
Add the change in fair value (whether positive or negative) as of the end of the covered fiscal year (from the end of the prior fiscal year) of any equity awards granted in any prior fiscal year that are outstanding and unvested as of the end of such covered fiscal year		—		—		—
Add the change in fair value (whether positive or negative) as of the vesting date (from the end of the prior fiscal year) of any equity awards granted in any prior fiscal year for which all applicable vesting conditions were satisfied during the covered fiscal year		—		—		—
Subtract the fair value of any equity awards granted in a prior fiscal year that failed to meet the applicable vesting conditions in the covered fiscal year determined as of the end of the prior fiscal year		—		—		—
Compensation Actually Paid to PEO	$	—	$	—	$	63,300

5

The dollar amounts reported in column (f) represent the average of the amounts reported for the Company’s non-PEO NEOs as a group in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the NEOs included for the purpose of calculating the average amounts in each applicable year are as follows: (1) for fiscal year 2024, Mr. C. Brent Winn, Jr. (2) for fiscal year 2023, Messrs. C. Brent Winn, Jr., William R. Elliott, and Colin M. Elliott; and (3) for fiscal year 2022, Messrs. William R. Elliott, C. Brent Winn, Jr., and Colin M. Elliott.

6

The dollar amounts reported in column (g) represent the average amount of “compensation actually paid” to the non-PEO NEOs as a group, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the non-PEO NEOs as a group during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the non-PEO NEOs as a group for each year to determine the compensation actually paid:


	FY2024		FY2023		FY2022
Total Average Compensation for non-PEO NEOs as reported in the Summary Compensation Table for the covered fiscal year	$	250,000	$	112,903	$	211,472
Deduct pension values reported in the “Change in Pension and Nonqualified Deferred Compensation Earnings” column in the Summary Compensation Table for the covered fiscal year		—		—		—
Deduct grant date fair value of equity awards reported in the “Stock Awards” column in the Summary Compensation Table for the covered fiscal year		—		—	$	73,300
Add actuarial present value of pension value attributable to covered fiscal year’s service		—		—		—
Add the entire cost of benefits granted (or credit for benefits reduced) in a plan amendment (or initiation) during the covered fiscal year that are attributed by the benefit formula to services rendered in periods prior to the plan amendment or initiation		—		—		—
Add fair value as of the end of the covered fiscal year of all equity awards granted during the covered fiscal year that are outstanding and unvested as of the end of such covered fiscal year		—		—		—
Add fair value as of the vesting date of any awards granted in the covered fiscal year that vested during the covered fiscal year		—		—	$	73,300
Add dividends or other earnings paid on stock or option awards in the covered fiscal year prior to the vesting date that are not otherwise included in the total compensation for the covered fiscal year		—		—		—
Add the change in fair value (whether positive or negative) as of the end of the covered fiscal year (from the end of the prior fiscal year) of any equity awards granted in any prior fiscal year that are outstanding and unvested as of the end of such covered fiscal year		—		—		—
Add the change in fair value (whether positive or negative) as of the vesting date (from the end of the prior fiscal year) of any equity awards granted in any prior fiscal year for which all applicable vesting conditions were satisfied during the covered fiscal year		—		—		—
Subtract the fair value of any equity awards granted in a prior fiscal year that failed to meet the applicable vesting conditions in the covered fiscal year determined as of the end of the prior fiscal year		—		—		—
Compensation Actually Paid to non-PEO NEOs	$	250,000	$	112,903	$	211,472

7	Total Shareholder Return in column (h) is cumulative for the measurement periods beginning on December 31, 2021 and ending on December 31 of each of 2024, 2023 and 2022, respectively, calculated in accordance with Item 201(e) of Regulation S-K.

8The dollar amounts reported in column (i) represent the amount of net income (loss) reflected in the Company’s audited financial statements for the applicable fiscal year.

Named Executive Officers, Footnote

Mr. Messier served as the Company’s Chief Executive Officer during fiscal year 2022 and during fiscal year 2023 until July 18, 2023. Mr. Kavanaugh was appointed as the Company’s interim President and Chief Executive Officer, effective July 18, 2023, and he was appointed as the Company’s President and Chief Executive Officer on a permanent basis on October 18, 2023.

Non-PEO NEO Average Total Compensation Amount

$ 250,000

$ 112,903

$ 211,472

Adjustment to Non-PEO NEO Compensation Footnote


	FY2024		FY2023		FY2022
Total Average Compensation for non-PEO NEOs as reported in the Summary Compensation Table for the covered fiscal year	$	250,000	$	112,903	$	211,472
Deduct pension values reported in the “Change in Pension and Nonqualified Deferred Compensation Earnings” column in the Summary Compensation Table for the covered fiscal year		—		—		—
Deduct grant date fair value of equity awards reported in the “Stock Awards” column in the Summary Compensation Table for the covered fiscal year		—		—	$	73,300
Add actuarial present value of pension value attributable to covered fiscal year’s service		—		—		—
Add the entire cost of benefits granted (or credit for benefits reduced) in a plan amendment (or initiation) during the covered fiscal year that are attributed by the benefit formula to services rendered in periods prior to the plan amendment or initiation		—		—		—
Add fair value as of the end of the covered fiscal year of all equity awards granted during the covered fiscal year that are outstanding and unvested as of the end of such covered fiscal year		—		—		—
Add fair value as of the vesting date of any awards granted in the covered fiscal year that vested during the covered fiscal year		—		—	$	73,300
Add dividends or other earnings paid on stock or option awards in the covered fiscal year prior to the vesting date that are not otherwise included in the total compensation for the covered fiscal year		—		—		—
Add the change in fair value (whether positive or negative) as of the end of the covered fiscal year (from the end of the prior fiscal year) of any equity awards granted in any prior fiscal year that are outstanding and unvested as of the end of such covered fiscal year		—		—		—
Add the change in fair value (whether positive or negative) as of the vesting date (from the end of the prior fiscal year) of any equity awards granted in any prior fiscal year for which all applicable vesting conditions were satisfied during the covered fiscal year		—		—		—
Subtract the fair value of any equity awards granted in a prior fiscal year that failed to meet the applicable vesting conditions in the covered fiscal year determined as of the end of the prior fiscal year		—		—		—
Compensation Actually Paid to non-PEO NEOs	$	250,000	$	112,903	$	211,472

Compensation Actually Paid vs. Net Income

Compensation Actually Paid vs. Net Loss

The following graph compares the compensation actually paid to our PEOs and the average of the compensation actually paid to our non-PEO NEOs with our net loss.

Net Income (Loss)

$ 27,524

$ (4,571,279)

(4,769,241)

PEO Total Compensation Amount

$ 265,000

PEO Total Compensation Amount

63,300

Adjustment to Compensation, Amount

(190,000)

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

(63,300)

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

(73,300)

Pay vs Performance Disclosure