About EDGAR Online | Login
 
Enter your Email for a Free Trial:
The following is an excerpt from a 10-K SEC Filing, filed by KABE EXPLORATION INC. on 4/15/2009.
Next Section Next Section Previous Section Previous Section
KABE EXPLORATION INC. - 10-K - 20090415 - PART_III

Table of Contents

 

PART III

 

Item 9.        Directors, Executive Officers and Corporate Governance.

 

The following table sets forth the name and age of our executive officers and directors as of April 14, 2009:

 

Name

 

Age

 

Position

 

 

 

 

 

Erik Ulsteen

 

43

 

President, Chief Financial Officer, Secretary and Director

Stale Werner Nielsen

 

43

 

Director

Bjorn Rene Singdahlsen

 

39

 

Director

 

Erik Ulsteen.    Mr. Ulsteen was appointed our President, Chief Financial Officer, Secretary and Director on February 14, 2008.  Since 2004, Mr. Ulsteen has been Chief Executive Officer and Chairman of Emission & Power Solutions, Inc. (formerly Fuel FX International, Inc.).  From 2002 until 2004, Mr. Ulsteen was President of Fuel FX International, Inc.

 

Stale Werner Nielsen.   Mr. Nielsen was appointed a Director on March 20, 2008.  Since 2003, Mr. Nielsen has been a Managing Director of Hoyer Industries AS which markets and distributes Evian water and Dannon yogurt products in Norway and Sweden.  From 2000 to 2003, Mr. Nielsen was a Managing Director of Margarinfabrikken Norge AS.

 

Bjorn Rene Singdahlsen .   Mr. Singdahlsen was appointed a Director on March 20, 2008.  Since 2002 Mr. Singdahlsen has been Regional District Manager at Valora Holding AG, a trading and services company headquartered in Switzerland.

 

Term of Office

Our directors are appointed for a one-year term to hold office until the next annual general meeting of our shareholders or until removed from office in accordance with our bylaws. Our officers are appointed by our board of directors and hold office until removed by the board.

 

Committees of the Board of Directors

We presently do not have an audit committee, compensation committee or nominating committee. Our board of directors does not believe that it is necessary to have such committees because it believes that the functions of such committees can be adequately performed by the board of directors.

 

Our company does not have any defined policy or procedural requirements for shareholders to submit recommendations or nominations for directors. The board of directors believes that, given the stage of our development, a specific nominating policy would be premature and of little assistance until our business operations develop to a more advanced level. Our company does not currently have any specific or minimum criteria for the election of nominees to the board of directors and we do not have any specific process or procedure for evaluating such nominees. The board of directors will assess all candidates, whether submitted by management or shareholders, and make recommendations for election or appointment.

 

A shareholder who wishes to communicate with our board of directors may do so by directing a written request addressed to our president, Erik Ulsteen, at the address appearing on the first page of this annual report.

 

Family Relationships

No family relationships exist among our directors or executive officers.

 

Involvement in Certain Legal Proceedings

To our knowledge, during the past five years, none of our directors, executive officers, promoters, control persons, or nominees has been:

 

23



 

Table of Contents

 

·

 

the subject of any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

 

 

 

·

 

convicted in a criminal proceeding or is subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

 

 

 

·

 

subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or

 

 

 

·

 

found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law.

 

Code of Ethics

 

We have adopted a formal Code of Business Conduct and Ethics applicable to all Board members, executive officers and employees.  Our Code of Business Conduct and Ethics has been filed as Exhibit 14 to this Report and is also available upon request at no charge by contacting Erik Ulsteen, President at our offices located at 5050 Avenida Encinas, Suite 270, Carlsbad, CA  92008.  Our telephone number is (760) 931-1048.

 

Compliance with Section 16(a) of the Exchange Act

 

Section 16(a) of the Securities Exchange Act of 1934 requires our officers and directors, and persons who own more than 10 percent of a registered class of our equity securities, to file reports of ownership and changes in ownership with the SEC.

 

To our knowledge, based solely on a review of the copies of such reports furnished to us, all reports under Section 16(a) required to be filed by our officers and directors and greater than ten percent beneficial owners were timely filed as of the date of this filing.

 

Item 10.        Executive Compensation.

 

Compensation of Executive Officers

 

Since inception, we have never paid to our executive officers, any salary or consulting fee.

 

Option/SAR Grants in Last Fiscal Year

We did not grant any stock options to our executive officers or directors from inception through December 31, 2008.

 

Employment Agreements

We have no written employment agreement with our executive officer at this time.

 

Compensation of Directors

 

For the fiscal year ended December 31, 2008, we did not compensate our directors for their services, except for the issuance of 50,000 shares of common stock to each of our directors on  December 5, 2008.

 

24



Table of Contents

 

Change of Control

 

There is no compensatory plan or arrangement with respect to any executive officer which results or will result from the resignation, retirement or any other termination of employment with us, or from a change in our control.

 

Item 11.        Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

 

The following table sets forth certain information regarding the ownership of our capital stock, as of April 14, 2009, for: (i) each director; (ii) each person who is known to us to be the beneficial owner of more than 5% of our outstanding common stock; (iii) each of our named executive officers; and (iv) all of our current executive officers and directors of as a group. Except as otherwise indicated in the footnotes, all information with respect to share ownership and voting and investment power has been furnished to us by the persons listed. Except as otherwise indicated in the footnotes, each person listed has sole voting power with respect to the shares shown as beneficially owned.

 

Name and Address of Beneficial
Owner

 

Amount and Nature of
Beneficial
Ownership

 

Percent of Class
(2)

 

 

 

 

 

 

 

Erik Ulsteen

 

17,550,000

 

46.8

%

Stale Werner Nielsen

 

50,000

 

*

 

Bjorn Rene Singdahlsen

 

50,000

 

*

 

All officers and directors as a group (3 persons)

 

17,650,000

 

47.1

%

 


(1)

 

Except as otherwise indicated, the address of each beneficial owner is c/o Kabe Exploration Inc., 5050 Avenidas Encinas, Suite 270, Carlsbad, CA 92008.

 

 

 

(2)

 

Applicable percentage ownership is based on 37,475,000 shares of common stock outstanding as of April 14, 2009, together with securities exercisable or convertible into shares of common stock within 60 days of April 14, 2009 for each stockholder.  Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities.  Shares of common stock that are currently exercisable or exercisable within 60 days of April 14, 2009 are deemed to be beneficially owned by the person holding such securities for the purpose of computing the percentage of ownership of such person, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person.

 

Item 12.        Certain Relationships and Related Transactions.

 

We issued 15,000,000 total shares of common stock to Antony Claydon, our former President and  former director for total consideration of $15,000 effective January 16, 2006. The shares were issued pursuant to Section 4(2) of the Securities Act of 1933 and are restricted shares as defined in the Securities Act.

 

We issued 25,000,000 total shares of common stock to Rory Moss, our former director for total consideration of $2,500 effective August 23, 2006.  The shares were issued pursuant to Section 4(2) of the Securities Act of 1933 and are restricted shares as defined in the Securities Act.

 

On December 18, 2007, Antony Claydon, our former President, Chief Financial Officer and Secretary and Rory Moss, our former director entered into an Agreement for the Purchase of Common Stock with Erik Ulsteen, pursuant to which Messrs. Claydon and Moss sold an aggregate of 17,500,000 shares of our common stock to Mr. Ulsteen.  The purchase price for the sale was $50,000, which was paid in cash.  Mr. Ulsteen acquired approximately 51.7% of our  total outstanding number of shares of common stock and the 17,500,000 shares represent Mr. Ulsteen’s entire beneficial holdings in our company.  On February 14, 2008, Mr. Claydon resigned as our President, Chief Financial 

 

25



Table of Contents

 

Officer and Secretary and Mr. Ulsteen was appointed President, Chief Financial Officer and Secretary of our company as well as a director.

 

Item 13.        Exhibits.

 

Exhibit No.

 

Title of Document

 

 

 

3.1

 

Articles of Incorporation (Incorporated by reference to exhibit 3.1 on Form 10-SB filed on March 30, 2007).

 

 

 

3.2

 

Bylaws (Incorporated by reference to exhibit 3.2 on Form 10-SB filed March 30, 2007).

 

 

 

14

 

Code of Ethics (Incorporated by reference to exhibit 14 on Form 10-KSB filed March 28, 2008).

 

 

 

31.1

 

Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934

 

 

 

32.1

 

Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

Item 14.        Principal Accounting Fees and Services.

 

Audit Fees

 

For our fiscal year ended December 31, 2008, we were billed approximately $2,200 for professional services rendered for the audit and reviews of our financial statements. For our fiscal year ended December 31, 2007, we were billed approximately $2,200 for professional services rendered for the audit and reviews of our financial statements.

 

Other Audit Related Fees

 

For our fiscal years ended December 31, 2008 and 2007, we were not billed for professional services rendered to other audit related fees.

 

Tax Fees

 

For our fiscal years ended December 31, 2008 and 2007, we were not billed for professional services rendered for tax compliance, tax advice, and tax planning.

 

All Other Fees

 

We did not incur any other fees related to services rendered by our principal accountant for the fiscal years ended December 31, 2008 and 2007.

 

Our Board of Directors has adopted a procedure for pre-approval of all fees charged by our independent auditors. Under the procedure, the Board approves the engagement letter with respect to audit, tax and review services. Other fees are subject to pre-approval by the Board, or, in the period between meetings, by a designated member of Board. Any such approval by the designated member is disclosed to the entire Board at the next meeting. The audit and tax fees paid to the auditors with respect to fiscal year 2008 were pre-approved by the entire Board of Directors.

 

26



BROKERAGE PARTNERS