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).

 

 

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.