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

 

(b) Resignation of Principal Officers and Directors

 

On August 31, 2007, Mr. Bill Hopkins ("Mr. Hopkins") announced his resignation as a director of Sub Surface Waste Management of Delaware, Inc. (the "Company"), effective immediately. Mr. Hopkins did not serve on any committees of the Board of Directors. Mr. Hopkins resigned for personal reasons.

 

(c) Appointment of New Officers

 

As a result of Bruce Beattie's ("Mr. Beattie") July 5, 2007 resignation as President, Chief Executive Officer and as a director of the Company, the Company has appointed Robert Brehm ("Mr. Brehm") as the interim President and Chief Executive Officer of the Company, effective August 27, 2007.

 

Mr. Brehm, has served as Secretary of the Company since December 16, 2002 and a director since October 24, 2002. From July 1997 through the present Mr. Brehm has served as the President, Chief Executive Officer and Chairman of the Company's parent, US Microbics, Inc. From July 1994 through the present Mr. Brehm has served as the President of Robert C. Brehm Consulting, Inc. From 1991 to 1994, he was the President of Specialty Financing International, Inc., a finance procurement company. Mr. Brehm has owned computer hardware, software, finance and consulting companies. Mr. Brehm has a double engineering degree in electrical engineering and computer science and an MBA in Finance and Accounting from UC Berkeley.

 

There are no familial relationships among the directors or executive officers.

 

There are no transactions, since the beginning of the Company's last fiscal year, or any currently proposed transaction, in which the Company was or is to be a participant and the amount involved exceeds the lesser of $120,000 or one percent of the average of the Company's total assets at year-end for the last three completed fiscal years, and in which the any related person had or will have a direct or indirect material interest.

 

There is no material plan, contract or arrangement (whether or not written) to which Mr. Brehm is a party or in which he participates that is entered into or material amendment in connection with the triggering event or any grant or award to Mr. Brehm or modification thereto, under any such plan, contract or arrangement in connection with any such event.

 

(d) Election of Directors

 

On August 27, 2007, Mark Holmstedt ("Mr. Holmstedt") was elected to the board of directors to fill the vacancy resulting from Mr. Beattie's July 5, 2007 resignation.

 

Mr. Holmstedt also serves as a director of the Company's parent, U.S. Microbics, Inc.

 

There are no arrangements or understandings between Mr. Holmstedt and any other persons pursuant to which Mr. Holmstedt was selected as a director. Mr. Holmstedt has not been named to any committees of the board of directors.

 

There are no transactions, since the beginning of the Company's last fiscal year, or any currently proposed transaction, in which the Company was or is to be a participant and the amount involved exceeds the lesser of $120,000 or one percent of the average of the Company's total assets at year-end for the last three completed fiscal years, and in which the any related person had or will have a direct or indirect material interest. 

 

There is no material plan, contract or arrangement (whether or not written) to which Mr. Holmstedt is a party or in which he participates that is entered into or material amendment in connection with the triggering event or any grant or award to Mr. Holmstedt or modification thereto, under any such plan, contract or arrangement in connection with any such event.

 

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