ITEM 9 Sample Clauses

ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT The names of the Company's executive officers and directors and the positions held by each of them are set forth below: Name Position - ---- -------- Richard F. Holt President and Director Wendy E. Holt Vice President and Director The term of office of each director is one year and until his or her successor is elected at the Company's annual shareholders' meeting and is qualified, subject to removal by the shareholders. The term of office for each officer is for one year and until a successor is elected at the annual meeting of the board of directors and is qualified, subject to removal by the board of directors. Biographical Information - Set forth below is certain biographical information with respect to each of the Company's officers and directors. Richard F. Holt, age 62, has been president and director of the Company since August 1995. In 1963, Mr. Holt graduated from Stanford University with a Bachelor of Science degree. Mr. Holt earned an MBA from UCLA School of Business in 1968. From 1969 to 1985, Mr. Holt was the CEO of Modulearn, Inc., and Micro General, Inc. From 1985 until 1995, when he became president of the Company, Mr. Holt worked independently as an investor. Wendy E. Holt, age 30, was appointed vice-president and director of the Company in April 2000. Ms. Holt is a graduate of UCLA (1995) with degrees in business and history. For the past six years she has worked for Tricon Food Services as a creator and implementor of internet functions in the Human Resources department. COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT - The Company believes that under the SEC's rules for reporting of securities transactions by directors and executive officers, all required reports have been timely filed. ITEM 10. EXECUTIVE COMPENSATION The Company has not had a bonus, profit sharing, or deferred compensation plan for the benefit of its employees, officers or directors. Except as noted below, the Company has not paid any salaries or other compensation to its officers, directors or employees for the years ended December 31, 2002, 2001 and 2009, nor at any time during 2002, 2001 or 2000. Further, the Company has not entered into an employment agreement with any of its officers, directors or any other persons and no such agreements are anticipated in the immediate future. It is intended that the Company's directors may be compensated for ser...
ITEM 9. The Base Rent schedule set forth in Item 9 of the Summary of Basic Terms is deleted and the following substituted in place thereof: Period Annual Rate Monthly Rate PSF Rate March 1, 2007 until Expansion Date Expansion Date through February 28, 2010 $ March 1, 2010 through February 28, 2014
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE On October 6, 2005, Dataram Corporation ("the Company") engaged J.H. Cohn LLP as its independent registered public accounting firm to perform the Company's annual audit for its fiscal year ending April 30, 2006, and review of the Company's interim quarterly financial statements. The Company had previously engaged KPMG LLP as its principal accountants. On October 6, 2005 the Company dismissed KPMG LLP as its principal accountants. The decision to dismiss KPMG LLP and engage J.H. Cohn LLP was made by the Audit Committee of the Board of Directors. In connection with the audits of the two fiscal years ended April 30, 2005 and 2004, and the subsequent interim period through October 6, 2005, there were no: (1)disagreements with KPMG LLP on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements if not resolved to their satisfaction would have caused them to make reference in connection with their opinion to the subject matter of the disagreement or (2) reportable events as described by Item 304(a)(1)(v) of Regulation S-K. The audit reports of KPMG LLP on the consolidated financial statements of the Company and subsidiaries as of and for the years ended April 30, 2005 and 2004 did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles. Item 9A. CONTROLS AND PROCEDURES The Company's management acting under the supervision of the Audit Committee is responsible for establishing and maintaining adequate internal controls and procedures to permit accurate financial reporting. Under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures pursuant to Exchange Act Rule 13a-15(e) as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that these disclosure controls and procedures are effective. There were no changes in our internal control over financial reporting during the quarter ended April 30, 2007 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. This annual report does not include a report of manag...
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT. Our executive officers and directors and their respective ages as of April 13, 2005 are as follows: DIRECTORS: Name of Director Age - Randy White 37 EXECUTIVE OFFICERS: Name of Officer Age Office - Randy White 37 President, Chief Executive Officer, Secretary and Treasurer Set forth below is a brief description of the background and business experience of each of our executive officers and directors for the past five years. RANDY WHITE has acted as our President, Chief Executive Officer, Secretary, Treasurer and as a director since May 31, 2005. Currently Mr. White commits approximately 10 hours per week to our operations. Mr. White is a real estate property developer and financial investor. His background is in residential and commercial real estate development and enterprise management. Mr. White has over fifteen years experience developing commercial and residential real estate. From 1995 to 1998 Mr. White was a co-owner of Ocean Pacific Developments, Inc., Vancouver BC. Mr. White was responsible for the financing of development projects and the management of such developments from conception to completion. Ocean Pacific Developments, Inc. developed residential and commercial real estate in the Greater Vancouver area. His expertise in property development and financing has lead to the establishment of his own investment enterprise - Stratus Investments Group, Inc. As founder and President of Stratus Investments Group in 1999, a private investment enterprise, Mr. White has successfully managed an array of investment activities including: all types of mortgage financing, bridge financing in real estate development and corporate finance for public companies. Mr. White is currently the President of Stratus Investments Group, Inc. and the company continues to operate in the same capacity since the date of incorporation. Mr. Randy White does not have any formal training as a geologist or in the technical aspects of management of a mineral exploration company. He lacks technical training and experience with exploring for, starting, and operating a mine. With no direct training or experience in these areas, Mr. White may not be fully aware of the specific requirements related to working within this industry. His decisions and choices may not take into account standard engineering or managerial approaches mineral exploration companies commonly use. TER...
ITEM 9. The Offer and Listing 140
ITEM 9. Directors, Executive Officers, Promoters And Control Persons; Compliance With Section 16(a) Of The Exchange Act. 25 Item 10. Executive Compensation. 26 Item 11. Security Ownership Of Certain Beneficial Owners And Management and Related Stockholder Matters. 27 Item 12. Certain Relationships And Related Transactions. 28 Item 13. Exhibits And Reports On Form 8-K. 29 Item 14. Principal Accountant Fees and Services. 30 PART I Certain statements contained in this Form 10-KSB constitute "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934 (the "Exchange Act"). These statements, identified by words such as "plan", "anticipate," "believe," "estimate," "should," "expect" and similar expressions, include our expectations and objectives regarding our future financial position, operating results and business strategy. These statements reflect the current views of management with respect to future events and are subject to risks, uncertainties and other factors that may cause our actual results, performance or achievements, or industry results, to be materially different from those described in the forward-looking statements. Such risks and uncertainties include those set forth under the caption "Management's Discussion and Analysis or Plan of Operation" and elsewhere in this Form 10-KSB. We do not intend to update the forward-looking information to reflect actual results or changes in the factors affecting such forward-looking information. We advise you to carefully review the reports and documents we file from time to time with the Securities and Exchange Commission ("SEC"), particularly our quarterly reports on Form 10-QSB and our current reports on Form 8-K. As used in this annual report, the terms "we", "us", "our", and "our company" mean Integrated Security Technologies, Inc. unless otherwise indicated. All dollar amounts in this annual report are in U.S. dollars unless otherwise stated. GLOSSARY OF TECHNICAL TERMS The following defined technical terms are used in our annual report: ADIT An opening driven horizontally into the side of a mountain or hill for providing access to a mineral deposit. ASSAY A chemical test performed on a sample of ores or minerals to determine the amount of valuable metals contained. BRECCIA Rock consisting of angular fragments in a matrix of finer-grained cementing material. BATHOLITH A large mass of igneou...
ITEM 9. Date of Report March 4, 2016 Aurora Commences Legal Action Against Former President of Prescient Mining Corp.March 4, 2016 CSE:ACB Vancouver, BC – March 4, 2016 – Aurora Cannabis Inc. – (the "Company" or "Aurora") (CSE: ACB) (OTCQB: ACBFF) (Frankfurt: 21P; WKN: A1C4WM) announces that on February 25, 2016, the Company commenced legal action against Marc Levy ("Levy"), the former President and director of Prescient Mining Corp. ("PMC"), as well as five other personal and corporate defendants, alleging breaches of fiduciary duty, undisclosed conflicts of interest, unjust enrichment, payments owed to the Company and contractual disputes. PMC changed its name to Aurora Cannabis Inc. while completing a reverse takeover (the “RTO”) with Aurora Marijuana Inc. which was completed on December 9, 2014. Levy remained a director of the Company post-RTO until August 10, 2015. The lawsuit was filed in connection with a number of inappropriate actions taken by the defendants that were not in the best interests of the Company prior to completion of the RTO and during the time period that Levy remained a director of the Company post-RTO. Accordingly, the Company is seeking legal remedies and appropriate damages.
ITEM 9. CONVENE TO ATTEND WAGE & PERSONNEL BOARD MEETINGItem 10A & 10B (Followed by Selectmen’s Executive Session, not to return to open session)
ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS; COMPLIANCE WITH SECTION 16(A) 19 ITEM 10. EXECUTIVE COMPENSATION 19 ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 20 ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 20 ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K 21 2 FORWARD LOOKING STATEMENTS In this annual report references to "Galaxy," "we," "us," and "our" refer to Galaxy Specialties, Inc.. This annual report contains certain forward-looking statements and any statements contained in this annual report that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the foregoing, words such as "may," "will," "expect," "believe," "anticipate," "estimate" or "continue" or comparable terminology are intended to identify forward-looking statements. These statements by their nature involve substantial risks and uncertainties, and actual results may differ materially depending on a variety of factors, many of which are not within Galaxy's control. These factors include but are not limited to economic conditions generally and in the industries in which Galaxy may participate, competition within Galaxy's chosen industry and failure by Galaxy to successfully develop business relationships. PART I ITEM 1: DESCRIPTION OF BUSINESS HISTORICAL DEVELOPMENT Galaxy Specialties, Inc. was incorporated in the state of Nevada on May 22, 1999. On June 5, 2000, Galaxy merged with Hystar Aerospace Marketing Corporation of Montana ("Hystar"), solely for the purpose of changing Hysar's domicile from Montana to Nevada. As a result, Galaxy became the wholly-owned subsidiary of Hystar's parent corporation, VIP Worldnet, Inc. We are a development stage company and have suffered losses since our inception. Our independent auditors have expressed doubt that we can continue as a going concern unless we obtain financing. OUR PLAN Our business plan is to seek, investigate, and, if warranted, acquire an interest in a business opportunity. Our acquisition of a business opportunity may be made by merger, exchange of stock, or otherwise. We have very limited sources of capital, and we probably will only be able to take advantage of one business opportunity. At the present time we have not identified any business opportunity that we plan to pursue, nor have we reached any preliminary or definitive agreements or understandings with any person concerning an acquisition or merger. Based on current economic and regulatory conditions, man...