ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Our executive officers and directors are:
Name Office
Vladimir F. Kuznetsov President, Chief Executive Officer and
Director
Leonard W. Suroff Executive Vice President, Treasurer,
Secretary and Director
Richard Bernstein Director
The following describes the employment background during the past five
years of our executive officers and directors and the members of our advisory
board:
VLADIMIR F. KUZNETSOV - President & Chief Executive Officer and
Director
Vladimir F. Kuznetsov, has been our president, chief executive officer
and a director since our inception in April 2002. Mr. Kuznetsov did not devote a
significant amount of time to our affairs until he became a full-time employee
on January 1, 2004. See "Executive Compensation - Employment Agreements" for
information concerning Mr. Kuznetsov's employment agreement with us. From
February 1999 until December 31, 2003, Mr. Kuznetsov was managing director of
the Moscow Office of Rascom Telecommunication Company, a company that provides
telecommunications services. From November 1997 to February 1999, Mr. Kuznetsov
was employed as Director for Marketing and Sales and Director for Business
Development of Macomnet, a Russian-American joint venture that is a fiber-optic
telecommunications carrier. Mr. Kuznetsov was engaged in restructuring
Macomnet's marketing and sales force. From January 1997 to November 1997, Mr.
Kuznetsov was employed as Technical Director of Telecommunications Systems for
Altro GmbH. (Austria), a telecommunications and security systems distributor.
From May 1996 to January 1997, Mr. Kuznetsov was a marketing and sales
representative in Russia for Securacom, Inc., a United States based security
systems distribution company. From September 1973 to 1994. Mr. Kuznetsov was an
officer of the Armed Forces of the former USSR and the Russian Federation,
rising to the rank of colonel attached to the General Staff of the Armed Forces.
Mr. Kuznetsov graduated from LVOV Polytechnic Institute as an Electronics
Systems Engineer and from Military Telecommunications Academy receiving a degree
in Management of Telecommunications Systems. Vladimir F. Kuznetsov is 55 years
of age.
LEONARD W. SUROFF - Executive Vice President, Secretary, Treasurer and
Director
Leonard W. Suroff, has been our executive vice president, secretary,
treasurer and a director since our inception in April 2002 and executive vice
president since February 2003. Mr. Suroff devotes such business time as is
necessary to our business to fulfill his duties as our executive vice president,
secretary, treasurer and a director. See "Executive Compensation - Employment
Agreements" for information concerning Mr. Suroff's employment agreement with
us. Mr. Suroff has been corporate counsel to TII Network Technologies, Inc., a
publicly traded company engaged in the manufacture of electronic products, for
more than the past five years. From May 1990 until September 2002, Mr. Suroff
also was Corporate Counsel to American Biogenetic Sciences, Inc., a publicly
traded biotechnology company engaged in researching and developing diagnostic
tests for cardiopulmonary conditions as well as treatments for neurological
disorders. Mr. Suroff graduated from Polytechnic University in New York with a
Bachelor of Science degree in Mechanical Engineering and from
21
Brooklyn Law School. Mr. Suroff is admitted to practice before the United States
Patent and Trademark Office as a registered Patent Attorney. Leonard W. Suroff
is 68 years of age.
RICHARD BERNSTEIN - Director
Richard Bernstein has been a director since our inception in April
2002. Mr. Bernstein has managed his personal investments since January 1999.
From April 1994 to December 1998, he was President and Chief Executive Officer
and a director of NovoComm, Inc., a multimedia telecommunications firm, spending
approximately fifty percent of his business time in Russia focusing on the
emerging Russian and Ukranian telecommunications markets. Mr. Bernstein will
devote only so much of his time to our affairs as is necessary to discharge his
duties as a director. Richard Bernstein is 62 years of age.
All directors hold office until the next annual stockholder's meeting
and until their successors have been elected or qualified or until resignation
or removal. Vacancies on the board are filled by a majority vote of the
remaining directors. Officers serve at the pleasure of the board of directors.
ADVISORY BOARD
We have established an informal advisory board. The role of the
advisory board is to be available to assist our management with general business
and strategic planning advice upon request from time-to time. Accordingly, the
advisory board members intend to devote themselves part-time to our affairs.
The board as it is presently composed exists as follows:
Cleveland Johnson, Jr., chairman of our advisory board, has extensive
experience in both business and government. Since June 1998, Mr. Johnson has
been a vice president of administration and sales, on a part-time basis, of
Valucare, Inc., a company providing home health care services and since January
1998, Mr. Johnson has been involved in a number of civic, philanthropic,
educational and political organizations. From June 1993 to December 1997, Mr.
Johnson was vice-president of government relations and a member of the board of
directors of Mariga Communications Corp., a company engaged in developing paging
and other telecommunication systems in Russia. Prior thereto, Mr. Johnson was a
regional director of the U.S. Department of Health and Human Services,
vice-president for the College of Technology of the State University of New York
and deputy county executive for New York's Suffolk County. In addition, since
January 1966, Mr. Johnson has been president of Johnson Consulting Associates, a
company providing business development, housing, health care and general
business consulting services. Mr. Johnson holds a Bachelor of Science degree in
Business Administration from Tri-State University and a Masters Degree in Public
Administration from New York University. Mr. Johnson is currently a member of
the board of directors of Allstate Life Insurance Company of New York and
IntrAmerica Life Insurance Company.
Sergei N. Abeltsev, was elected a member of the Russian Duma in
December 2003 and has been vice-chairman of the Liberal-Democratic Party of
Russia since 1994. Since January 2000, has also served as deputy chief of staff
of the Committee on Informatization Policy of the Russian Duma, and state
counselor, 2nd Class. Mr. Abeltsev provides us with knowledgeable of the current
economic and business environment in the Russian Federation. From December 1995
to December 1999, Mr. Abeltsev was a deputy of the State Duma (the lower House
of the Russian Federal Assembly), deputy head of the Liberal Democratic Party in
the Duma and deputy chairman of the Duma Committee on the National Security. Mr.
Abeltsev served in the Armed Forces of the USSR from August 1978 to January
1990. He graduated from the Academy of the General Staff of the Armed Forces of
the Russian Federation and received a Doctor of Law degree from the Legal
Institute of the Ministry of Interior of the Russian Federation.
22
Paisley D. Demby has finance and strategic management experience. Since
January 2003, Mr. Demby has been chief executive officer and, from May 1999
until January 2003, was president and chief executive officer of PBN Consulting,
a company providing business consulting services. Mr. Demby has also served,
since January 2003, as director of venture marketing for Synergie Capital Group,
Inc., an investment banking and venture advisory organization serving
entrepreneurs and investors in America and Europe and, from January 2001 to
April 2002, also was business coordinator and a teacher at the Drake School of
The Bronx. Mr. Demby has a Bachelor of Arts degree in Engineering and Economics
from Brown University and an MBA from The Wharton School, University of
Pennsylvania. Prior to attending The Wharton School, Mr. Demby was employed from
July 1992 to April 1997 by JP Morgan in its the Global Technology and Operations
Division and served as a business consultant to various divisions in JP Morgan,
including the Financial Department.
Fyodor I. Ladygin, retired as a three-star general of the former Soviet
Union Armed Forces in May 1997. Mr. Ladygin, who resides in Moscow, is
knowledgeable of the Russian Federation government and private industry. Since
July 1992, My Ladygin has been a member of the executive board, East-West Energy
Dialogue Institute, a Moscow-based entity that established business contacts
with oil, gas, electricity and power production companies. Since May 2001, Mr.
Ladygin has also been the director of VECTOR United Bureau of Strategic
Analysis. From May 1997 until May 2001, Mr. Ladygin served as chief,
intelligence directorate/deputy chief of the General Staff of the Russian Armed
Forces from August 1992 to May 1997 and chief of treaty and legal directorate of
the General Staff from June 1990 to August 1992, where his main responsibility
was supervision of arms control negotiations. Since its establishment in
September 1999, Mr. Ladygin has been a member of the Russian National
Anti-Corruption Committee, a public organization.
Gus Poulos has banking and investment finance experience. Mr.Poulos has
managed his personal investments since July 2001. Prior thereto, from June 1993
to July 2001, Mr. Poulos was a partner in Omega Partners, Inc., a company
providing financial advisory services. From June 1985 to December 1988, Mr.
Poulos was president, and from July 1980 to June 1985, executive vice president
and chief operating officer of Riverhead Savings Bank. For twenty years prior
thereto, Mr. Poulos was senior vice president of Union Saving Bank. Mr. Poulos
has a Bachelor of Arts degree in Accounting from Hofstra University.
Mikhail V. Romanovsky has, since 1990, been chairman of the Board of
Directors of the Institute of Independent Social and Economic studies - INSEI
LLP, located in St. Petersburg, Russia, which provides financial consulting and
planning, tax information and audit services for American, European and Russian
enterprises operating in Russia. See "Description of Business - Marketing
Strategy" in Item 1 of this Report. In addition, since 1981, Mr. Romanovsky has
been Head of The Department of Finance of St. Petersburg State University of
Economics and Finance, from which he received his Doctorate degree in Economic
Studies.
Eugene A. Selivra, M.D., is a physician who relocated from Russia to
the United States in December 1991. Dr. Selivra is available to advise us on
Russian customs and also brings us a knowledge of the international medical
industry. Since October 2003, Dr. Selivra has been the chief operating officer
of Global Medical Institutes, LLC, a company engaged in conducting clinical
studies. From September 2000 to October 2003 Dr. Selivra was director of the
Winthrop South Nassau University Health System Clinical Trials Network at
Winthrop University Hospital. From November 1998 to August 2000, Dr. Selivra was
clinical studies director for Innovative Clinical Solutions, Ltd., a company
engaged in conducting clinical research. From September 1994 to November 1998,
Dr. Selivra was employed by Arkansas Mental Health Research & Training
Institute, a division of Mental Health services of the Arkansas Department of
Human Services, which is affiliated with the University of Arkansas, as
associate director for clinical trials from March 1998 to November 1998 and as
coordinator of clinical trials from September 1994 to November 1998. Dr. Selivra
received his medical degree from First Leningrad Academician I.P. Pavlov Medical
School.
23
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act requires our executive
officers and directors, and persons who beneficially own more than 10% of the
our common stock, to file initial reports of ownership, and reports of changes
of ownership, of the our equity securities with the SEC and furnish copies of
those reports to us. Based solely on a review of the copies of the reports
furnished to us to date and written representations that no reports were
required, we believe that all reports required to be filed by such persons with
respect to our year ended December 31, 2004 were timely filed.
|