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The following is an excerpt from a 10-K/A SEC Filing, filed by MEDIRECT LATINO INC on 3/6/2007.
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MEDIRECT LATINO INC - 10-K/A - 20070306 - DIRECTORS_AND_OFFICERS
Item 10. Directors and Executive Officers of the Registrant

The following table sets forth information regarding our directors and executive officers:
 
 
 
 
 
 
 
Name
 
Age
 
Position
Debra L. Towsley
 
 
53
 
 
President and Director
Raymond J. Talarico
 
 
45
 
 
Executive Vice-President and
Chairman of the Board of Directors
Charles W. Hansen, III
 
 
55
 
 
Chief Operating Officer and Director
 
Debra L. Towsley currently serves as President and Director of MEDirect Latino, Inc. and is a founding member since the Company’s inception in 2001. For the previous five years, Ms. Towsley has been responsible for participating in and managing the Company’s research, business plan creation, financial plan, budgeting, forecasting, marketing plan, fund raising, shareholder services, human resources, contract negotiations, business support services, vendors, office set up, strategic business alliances, media relations and overall corporate and administrative management. Prior to founding MEDirect Latino Inc. in 2001, Ms. Towsley was Vice-President of Business Development for Sci-Fi MegaPlex, Inc. from 1998 to 2000. From 1998 to 1999, she was Director of Strategic Alliance Marketing for Universal Studios, in Orlando overseeing the marketing plan for the grand opening of Islands of Adventure and City Walk projects, a $1.5 billion dollars theme park expansion. From 1994 to 1998, Ms. Towsley was Executive Director of Development for Cox Radio Group and was responsible for producing non-traditional revenue streams through interactive marketing projects and strategic alliances. In 1993 and 1994, Ms. Towsley held the position of Director of Marketing for Blockbuster Video in the State of Florida overseeing the marketing for the opening of 74 stores in an 18 month period.

Raymond J. Talarico currently serves as Executive Vice-President and Chairman. He is a founding member of the Company since inception in 2001. Mr. Talarico served as interim CEO for the Company previous to 2006 and has been responsible for business plan authorship, financial forecasting, budgeting, shareholder relations, fund raising, contract negotiations, business development, research and overall corporate and administrative guidance. Prior to MEDirect Latino, Mr. Talarico was Chairman of the Fort Lauderdale, Florida based Sci-Fi MegaPlex, Inc. from 1998 to 2000, a Company founded around the genre of science fact, fiction and fantasy. Sci-Fi’s national expansion began with the opening of retail stores in major markets such as Orlando and Atlanta and was in construction development in Puerto Rico’s Plaza Las Americas and seven other major markets. Mr. Talarico resigned as Chairman of Sci-Fi MegaPlex in September 2000. In the matter of Softnet, Inc. and Sci-Fi Megaplex, the State of Wisconsin issued an order whereby Mr. Talarico was prohibited from selling securities to residents of Wisconsin until such securities were either registered or sold pursuant to applicable exemptions. In May 2004, a response and request for hearing was filed with Wisconsin representing that Mr. Talarico had resigned as an officer and director of Softnet prior to the date of sale in Wisconsin and did not have knowledge of or participate with the sale of securities (notes). Wisconsin indicated that there could be no hearing since the request for hearing was not filed within 30 days of the issuance of the order. Mr. Talarico did not receive the order within the 30 day period and was unable to request a hearing to present information demonstrating his lack of involvement. Therefore, the orders were final.
 
Charles W. Hansen III currently serves as Chief Operating Officer and Director of MEDirect Latino and joined the Company in 2002. Mr. Hansen’s responsibilities include market research, creation of marketing plans, media relations, administrative oversight, human resource development, shareholder relations, public relations, contract negotiations, vendor relations and new business development. In 2000 and 2001, Mr. Hansen served as president and chief operating officer of eComeCom.com, a public company designed to assist small to medium companies capitalize on strategic and competitive advantages in the industry. He also assisted companies in the process of becoming publicly traded, advising on corporate structuring, methods of debt and equity financing and locating strategic partners. Previously, Mr. Hansen served as Vice President, NBC Group Station Sales in New York, General Sales Manager for WPTV TV (NBC) West Palm Beach and Sales Manager for PAX TV as part of the networks
 
The directors hold office until the next annual meeting of the shareholders and until their successor(s) have been duly elected or qualified.

-42-

Resignation of Directors

On October 18, 2006, the Company accepted the resignations of Tomas Erban, Tomas Johansen and Julio Pita. A report on Form 8-K was filed on October 18, 2006, in connection with the resignations and is incorporated by reference herein.

The basis of this disagreement was with Ms. Towsley and Mr. Talarico with respect to the management of the Company. A letter from legal counsel of the resigned directors referenced outstanding concerns, the most significant of which, were concerns of possible misstatements of the Company’s financials. The Company’s auditor confirmed to the directors of the Company that the audit of the Company’s financial statements revealed no irregularities in accounting methods, controls or procedures. Although this was brought to the attention of the directors, the resigning directors elected to tender their resignations and declined to reconsider stating more accurately, the basis of their respective resignations. The remaining directors urged the resigning directors to reconsider their positions following the telephone conference prior to the 8-K filing and to consider material information confirmed by the Company’s peer review auditors that no irregularities existed. Considering the refusal of the resigned directors to restate the basis of their resignations more accurately, the Company timely filed the Report on Form 8-K to meet its reporting obligations.

Section 16(a) Beneficial Owner Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires that the Company’s directors, executive officers, and persons who own more than 10% percent of a registered class of the Company’s equity securities, or file with the Securities and Exchange Commission (SEC), initial reports of ownership and report of changes in ownership of common stock and other equity securities of the Company. Officers, directors, and greater than 10% beneficial owners are required by SEC regulation to furnish the Company with copies of all Section 16(a) reports they file.

Code of Ethics

The Company has adopted a code of ethics for all of the employees, directors and officers which is attached to this Annual Report as Exhibit 14.1.
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