Directors, Executive Officers and Corporate
The following table sets forth the name and age of our
executive officers and directors as of April 14, 2009:
President, Chief Financial Officer, Secretary and
Stale Werner Nielsen
Bjorn Rene Singdahlsen
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.
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.
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.
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.
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.
No family relationships exist among our directors or
Involvement in Certain Legal
To our knowledge, during the past five years, none of
our directors, executive officers, promoters, control persons, or nominees has
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
convicted in a criminal proceeding or is subject to
a pending criminal proceeding (excluding traffic violations and other minor
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.
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.
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.
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.
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
Amount and Nature of
Percent of Class
Stale Werner Nielsen
Bjorn Rene Singdahlsen
All officers and directors as a group (3
Except as otherwise
indicated, the address of each beneficial owner is c/o Kabe Exploration Inc.,
5050 Avenidas Encinas, Suite 270, Carlsbad, CA 92008.
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.
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. Ulsteens entire beneficial holdings in our
company. On February 14, 2008, Mr. Claydon
resigned as our President, Chief Financial
Officer and Secretary and
Mr. Ulsteen was appointed President, Chief Financial Officer and Secretary
of our company as well as a director.
Title of Document
Articles of Incorporation (Incorporated by reference
to exhibit 3.1 on Form 10-SB filed on March 30, 2007).
Bylaws (Incorporated by reference to exhibit 3.2 on
Form 10-SB filed March 30, 2007).
Code of Ethics (Incorporated by reference to exhibit
14 on Form 10-KSB filed March 28, 2008).
Certification of Chief Executive Officer Pursuant to
Rule 13a-14(a) of the Securities Exchange Act of 1934
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
Principal Accounting Fees and Services.
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
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.