Termination of a Material Definitive Agreement.

On March 24, 2015, the registrant’s board of directors terminated the Employment Agreement dated October 1, 2013, between the registrant and Pierre Quilliam with such termination to take effect 30 days from the date hereof. Likewise, on March 24, 2015, the registrant’s board of directors terminated the Employment Agreement dated October 1, 2013, between the registrant and Thomas C. Ridenour with such termination to take effect 30 days from the date hereof.

Item 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 24, 2015, the board of directors of the registrant adopted resolutions as follows:

1.
Pierre Quilliam was removed as Chairman of the Board, Chief Executive Officer, and President of the Registrant.

2.
John G. Prosser II was elected as Chairman of the Board of the Registrant.

3.
Paul Parliament was elected as Chief Executive Officer of the Registrant.

4.
Thomas C. Ridenour was removed as Chief Financial Officer of the Registrant.

5.
Martin Wolfe was elected as Chief Financial Officer of the Registrant.

6.
Allan Breitkreuz was elected as Chief Operating Officer of the Registrant.

7.
Denise Quilliam was removed as Secretary of the Registrant.

8.
Richard Kaiser was elected as Secretary and Corporate Governance Officer of the Registrant.

9.
Pascale Tutt, a/k/a, Pascale Quilliam Tutt, was removed as a Vice President of the Registrant.

10.
Christian Quilliam was removed as an officer of the Registrant.

11.
Pierre Quilliam was removed as an officer and director of the Registrant’s wholly-owned subsidiary, Universal Entertainment SAS, Inc.

12.
Paul Parliament was elected to serve as the President and a director, John G. Prosser II was elected to serve as a Vice President and a director, Martin Wolfe was elected to serve as a Vice President and a director, and Allan Breitkreuz was elected to serve as a Vice President and a director of the Registrant’s wholly-owned subsidiary, Universal Entertainment SAS, Inc