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The following is an excerpt from a 10KSB SEC Filing, filed by KARVER INTERNATIONAL, INC. on 4/2/2007.
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KARVER INTERNATIONAL, INC. - 10KSB - 20070402 - PART_III
PART III
 
ITEM 9.
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, CONTROL PERSONS AND CORPORATE GOVERNANCE; COMPLIANCE WITH SECTION 16( a) OF THE EXCHANGE ACT
 
The members of our board of directors serve for one year terms and serve until their successors have been elected. The officers serve at the pleasure of the board of directors. Information as to our current directors and executive officers is as follows:
 
Name
 
Age
 
Positions with the Company
         
Dr. Jack Kachkar
 
44
 
Chairman, Chief Executive Officer and President, Secretary, Principal Financial Officer and Director
         
Jay M. Green
 
58
 
Executive Vice President and Director
 

Dr. Jack Kachkar MD , age 44, has been the Chairman, Chief Executive Officer and President, Secretary, Principal Financial Officer and a Director of the Company since September 2004. Dr. Kachkar is also the Chairman, Chief Executive Officer and Director of Inyx, Inc., a publicly traded specialty pharmaceutical company (“Inyx”) which is listed on the Nasdaq Over-the-Counter Bulletin Board. Dr. Kachkar also manages his family’s investments in the commodity industries. Dr. Kachkar is a medical doctor with experience as an executive within the pharmaceutical and health industries. In addition to his experience in providing consulting and advisory services within these industries, Dr. Kachkar has founded and assisted in the acquisition of a number of pharmaceutical companies focused on the commercialization and manufacturing of pharmaceutical products, including Inyx. From 1996 until December 2002, Dr. Kachkar was President and CEO of Miza Pharmaceuticals, Inc. (“Miza”), a Canadian corporation in Toronto, Ontario. Miza is now inactive. While in operation, Miza had three operating subsidiaries, Miza Pharmaceuticals (UK), Ltd. (“Miza UK”), Miza Ireland Limited (“Miza Ireland”) and Miza Pharmaceuticals USA, Inc. (“Miza USA”). Dr. Kachkar was involved in the management of all four companies, although he resigned as an officer of Miza in December 2002 and as a director in May 2003, prior to that company becoming inactive; he resigned as a director of Miza UK in August 2002 and was never an officer; he resigned as a director of Miza Ireland in October 2002 and was never an officer; and he resigned as an officer of Miza USA in March 2003 and as a director in April 2003. Miza UK was placed in Administration in September 2002, and sold its assets out of Administration in March 2003, to Inyx Pharma; Miza Ireland’s assets were sold by a court-appointed liquidator during 2003; Miza USA was placed into Chapter 11 bankruptcy proceedings by its new owners in May 2003 under the name Carr Pharmaceuticals, Inc., and was then subsequently liquidated by its secured lenders. Dr. Kachkar earned his medical degree summa cum laude in 1995 from the English Language Medical Program at Semmelweis Medical University in Budapest, Hungary.
 
Jay M. Green , age 58, has been the Executive Vice-President and a Director of the Company since September 2004. Mr. Green also currently serves as the Executive Vice President and Director of Inyx, Inc. Mr. Green has more than twenty years of business and financial experience, including serving as a corporate officer with New York Stock Exchange and American Stock Exchange-listed companies. From January until November 2003, Mr. Green was a managing director of Duncan Capital, LLC, a merchant banking/investment banking firm. From June 2001 until December 2002, Mr. Green was a Managing Director of BlueFire Partners, a Minneapolis-based capital markets advisory firm. From January 2001 until May 2001, Mr. Green served as an independent financial consultant advising both private and public companies. From June 2000 until December 2000, he was a Vice President with Unapix Entertainment, Inc., which was a public company on the American Stock Exchange (ASE: UPX) that filed for bankruptcy and its assets were subsequently liquidated. From March 1999 to May 2000, Mr. Green was an independent consultant advising private and public companies. From September 1998 until February 1999, he served as a Vice President with Paxar Corp. (NYSE: PXR). From January 1991 until May 1998, Mr. Green was a Vice President with Seitel, Inc. (which was on the AMEX and then the NYSE during his tenure).
 
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Director Compensation
 
The Company does not currently compensate its directors.
 
Audit   Committee
 
We do not have a separate Audit Committee. Our full Board of Directors performs the functions usually designated to an Audit Committee. We do not currently have a financial expert serving on the Audit Committee because it is believed that the time and expense associated with locating such a financial expert is not justified during the time that the Company remains in the development stage and has relatively limited financial resources.
 
Governance
 
As we are not listed on a national stock exchange, we are not subject to the implementation of certain corporate governance requirements mandated by the Sarbanes-Oxley Act of 2002, as of the date of this filing.
 
Code of Ethics
 
We have not adopted a formal ethics policy for our chief executive officer or senior financial officers, due to our status as an Over-the-Counter Bulletin Board Company with only two management personnel. We believe that our Board can successfully oversee and manage our existing officers and employees. However, we believe that an ethics policy is important and intend to consider adopting such a policy in the future.
 
Section 16(a) Beneficial Ownership Reporting Compliance
 
The Company does not file reports pursuant to Section 12 of the Securities Exchange Act of 1934, as amended, and its officers, directors, and 10% shareholders are not required to file reports under Section 16(a) of the Securities Act.
 
   ITEM 10. EXECUTIVE COMPENSATION
 
The following table sets forth the compensation of the executives of the Company:
 
Summary Compensation Table

Name and Principal Position
 
Year
 
Salary
 
Bonus
 
Stock Awards
 
Option Awards
 
Non-Equity Incentive Plan Compensation
 
Nonqualified Deferred Compensation Earnings
 
All Other Compensation
 
Total
 
Dr. Jack Kachkar
   
2006
 
$
37,500 0
   
   
   
   
   
   
 
$
37,500
 
Chief Executive Officer
   
2005
   
   
   
   
   
   
   
   
 
                                                         
Jay M. Green
   
2006
   
   
   
   
   
   
   
   
 
Executive Vice President
   
2005
   
   
   
   
   
   
   
   
 
 
The Company entered into an employment agreement with its Chief Executive Officer and President on October 1, 2006 for a five year term with an annual salary of $150,000, four weeks of vacation and a severance of twenty-four months.
 
As of December 31, 2006, there were no outstanding equity awards for the executives of the Company. The directors of the Company did not receive any cash or equity compensation during the year ended December 31, 2006.
 
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The following table sets forth information regarding the beneficial ownership of our shares of common stock at March 26, 2007 by (i) each person known by us to be the beneficial owner of more than 5% of our outstanding shares of common stock, (ii) each of our directors, (iii) our executive officers, and (iv) all directors and executive officers as a group. Each person named in the table has sole voting and investment power with respect to all shares shown as beneficially owned by such person.
 
Name and Address of Beneficial Owner
 
Number of Shares Owned
 
Percent of Class
 
First Jemini Trust
Larry Stockhamer Trustee
76 Sanibel Crescent
Thornhill, Ontario L4J 8K7
   
5,086,600
(1)
 
37.29
%
               
Karver Holdings, Ltd.
104 West Shore Drive
Putnam Valley, NY 10579
   
2,336,659
(2)
 
17.13
%
               
Viktoria Benkovitch
445 Grand Bay Drive #1210
Key Biscayne, FL 33149
   
1,076,802
(3)
 
7.89
%
               
Jay M. Green
   
-
   
-
 
               
Dr. Jack Kachkar
   
-
   
-
 
               
All officers and directors as a group (2 persons)
   
-
   
-
 
 
 
(1)
First Jemini Trust is a discretionary family trust for the benefit of our Chairman and Chief Executive Officer, his spouse, Ms. Viktoria Benkovitch and family members. Such beneficiaries possess no right to the Trust and therefore have no direct beneficial ownership of shares held by the Trustee.
 
 
(2)
Karver Capital Holdings, Ltd., is a private investment holding company incorporated in the British Virgin Islands of which, Mr. Green, our Executive Vice President and Dr. Kachkar’s spouse, Ms. Viktoria Benkovitch, are co-owners. Subsequent to the year end Karver Capital Holdings, Ltd. changed its name to Karver Holdings, Ltd.
 
 
(3)
Ms. Viktoria Benkovitch is the spouse of Dr. Kachkar, our Chairman and Chief Executive Officer. Dr. Kachkar disclaims beneficial ownership over the shares owned by Ms. Benkovitch.
 
ITEM 12.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS , AND DIRECTOR INDEPENDENCE
 
Mr. Green and Dr. Kachkar’s spouse, Viktoria Benkovitch, are co-owners of Karver Holdings, Ltd. (“Karver Holdings”), formerly known as Karver Capital Holding, Ltd. (“Karver Capital”) a private investment holding company incorporated in the British Virgin Islands, which owns approximately 17% of the outstanding stock of the Company. Mr. Green is executive vice-president and a director of the Company. Ms. Benkovitch’s spouse, Dr. Jack Kachkar is the Chairman and director of the Company.
 
During the year ended December 31, 2006, the Company accrued management fees of $41,000, payable to an affiliated company for management services. Additionally, the Company accrued rent expense of approximately $26,000, also payable to the affiliated company for the rental of furnished office space under a sublease agreement, which was terminated August 31, 2006. These amounts are included in the general and administrative expenses of the Company’s consolidated statement of operations. At December 31, 2006, the total amount due to the affiliated company was approximately $6,000. The Company settles the outstanding amounts on a monthly basis.
 
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During the year ended December 31, 2006, the Company entered into a short-term sub-lease agreement with the same affiliated company whereby commencing September 1, 2006, the Company agreed to sublease a portion of its office space in Miami, Florida, to the affiliate through March 31, 2007, for monthly rent income of $4,000. Prior to September 1, 2006, the Company had sub-leased this office space on a month to month basis for monthly rent income of $2,500. For the year ended December 31, 2006, the Company charged approximately $35,000 for sublease rental income on this office space. Rent income is included in the consolidated statement of operations as an offset against rent expense.
 
Additionally, for the year ended December 31, 2006, the Company accrued professional fees relating to accounting and administrative support services provided by related parties (consultants related to the Company) amounting to approximately $70,000. These amounts are included as professional fees on the Company’s consolidated statement of operations. The total amount due to related parties was approximately $124,000 at December 31, 2006.
 
The Company’s Chairman and Chief Executive Officer provides funding on an ongoing basis for working capital requirements. At December 31, 2006, the total amount owing to the Chairman and Chief Executive Officer was approximately $765,000 and is repayable on demand. The Company’s Chairman and Chief Executive Officer has agreed not to seek repayment of this loan for a minimum of 12 months from December 31, 2006. The Company accrues interest on such outstanding amount at 7% per annum and at December 31, 2006, such accrued interest was approximately $45,000.
 
ITEM 13. EXHIBITS
 
Exhibit Number
 
Description of Exhibit
 
Incorporated by Reference
2.1
 
Asset Purchase Agreement dated September 13, 2004
 
Filed as Exhibit 2.1 to Form 8-K filed on September 17, 2004
3.1.1
 
Amended and Restated Certificate of Incorporation of Medeorex, Inc.
 
Filed as Exhibit 3.1 to Form 8-K filed on September 29, 2004
3.1.2
 
Amended and Restated Certification of Incorporation of Karver International, Inc.
 
Filed as Exhibit 3.1 to Form 8-K filed on November 9, 2005
3.2
 
Amended and Restated Bylaws of Medeorex, Inc.
 
Filed as Exhibit 3.2 to Form SB-2 filed on September 28, 2000
10.1
 
Share Exchange Agreement between Clixtix and Medeorex, dated September 13, 2004
 
Filed as Exhibit 10.1 to Form 8-K filed on September 17, 2004
10.2
 
Share Exchange Agreement between Phyllis Maxwell and First Jemini Trust dated September 13, 2004
 
Filed as Exhibit 10.2 to Form 8-K filed on September 17, 2004
10.3
 
Agreement and Mutual General Release dated April 15, 2005
 
Filed as Exhibit 10.1 to Form 8-K filed on April 21, 2005
10.4
 
Employment Agreement with Dr. Jack Kachkar, dated as of October 1, 2006
 
Filed herewith
21
 
Subsidiaries of the Registrant
 
Filed herewith
31.1
 
Rule 13a-14(a)/Rule 15d-14(a) Certification of Chief Executive Officer and Principal Financial Officer.
 
Filed herewith
32.1
 
Certification pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code.
 
Filed herewith
  
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ITEM 14.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
 
The Board of Directors has appointed Berkovits, Lago & Company, LLP as the Company’s independent auditors for 2006.
 
The following table lists the fees for services rendered by the independent registered public accounting firms for 2006 and 2005:

   
Audit Fees (1)
 
Audit Related Fees
 
Tax Fees
 
All Other Fees
 
2006
 
$
36,500
 
$
-
 
$
7,500
 
$
-
 
2005
 
$
29,000
 
$
-
 
$
7,250
 
$
-
 

 
(1)  
Audit fees billed in 2006 and 2005 consisted of the audit of our annual financial statements, reviews of our quarterly financial statements, and statutory and regulatory audits, consents and other services related to filings with the SEC.
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