ITEM
10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
On
the Closing Date, Mr. Zeziulia resigned all officer positions with the Company and resigned as Chairman of the Board (but remained
a Board member). Mr. Zeziulia also resigned as a director of the Company, provided that his resignation is subject to and not
effective until the close of business on the l0th day after the Company distributes an information statement to its shareholders
in accordance with SEC Rule 14f-1. The Company did not have any committees, and therefore Mr. Zeziulia never served on any committees.
Mr. Zeziulia did not resign as a result of any disagreement with the Company.
Our
executive officer’s and director’s and their respective age’s as of the date of this annual report on March
17, 2017 are as follows:
Name
|
|
Age
|
|
Positions
and Offices
|
|
|
|
|
|
Tan
Chee Hong
|
|
48
|
|
CEO,
Secretary, Director, Chairman
|
Choy
Cheng Choong
|
|
56
|
|
CFO,
Treasurer, Director
|
Loke
Yeu Loong
|
|
53
|
|
President,
Director
|
Teo
Joo Meng
|
|
56
|
|
Director
|
Zadey
Che Wan Bin Abdullah Fadzil
|
|
39
|
|
Director
|
The
executive officers and directors named above will serve until the next annual meeting of the stockholders or until their respective
resignation or removal from office. Thereafter, directors are anticipated to be elected for one-year terms at the annual stockholders’
meeting. Officers will hold their positions at the pleasure of the Board of Directors, absent any employment agreement, of which
none currently exists or is contemplated.
Set
forth below is a brief description of the background and business experience of our executive officers and directors.
Tan
Chee Hong
- Chief Executive Officer, Secretary, Chairman of the Board, Director
Mr.
Tan Chee Hong graduated from University of Science Malaysia with a Bachelor of Science degree in Business Management. In addition,
he obtained his MBA from University of Portsmouth, UK in 1998. He is a Secretary General in Malaysia Bird's Nest Upstream and
Downstream Industry Association. Also, he is the advisor for Youth Entrepreneurs Society, the University Nottingham Malaysia.
From
1994 to 2003, Mr. Tan has 11 years of experience with one of the leading Japanese conglomerate company, Nagase & Co Ltd, for
corporate and strategic planning, regional business development in Asia Pacific and held key executive positions in managing cross
border business and had served in various overseas portfolios in Tokyo, Shanghai and Singapore. From 2003 to 2005, he was the
CEO of Lexxus Biotech (M) Sdn Bhd, the subsidiary company of DTH Corporation, being one of the first bioinformatics company in
the country, frontier in project management with local research & development institutions. With vast experience in international
trade for industrial business of specialty chemicals, electronics, semiconductor, engineering plastics, healthcare medical and
biotechnology, he has forged key technical alliance with foreign biotechnology company to manage and lead the Malaysian research
and development operations for pharmaceuticals industry. Since 2009, Mr. Tan is the Executive Director of Swiftlet Eco Park Holdings
Sdn Bhd, the Group Executive Director and Chief Executive Officer for Swiftlet Eco Park Berhad, RBN Global Berhad, Royal Bird's
Nest Sdn Bhd, RBN Aesthetic Wellness Sdn Bhd, the members of Swiftlet Eco Park Group of Companies, leads and manages the global
business growth and cross border business development of the Group.
Mr.
Tan's experience in leadership and business development as well as his academic background, has led the Board of Director to reach
the conclusion that he should serve as a Director and Chief Executive Officer of the Company. On October 26, 2016, Mr. Tan was
appointed as the Chief Executive Officer and Director of the Company.
Choy
Cheng Choong
- Chief Financial Officer, Treasurer, Director
Mr
Choy Cheng Choong obtained his professional accounting qualification from the Chartered Institute of Management Accountants (CIMA)
in United Kingdom lrl.1992. He is a Fellow Member of the CIMA, the highest grade of membership that a professional can achieve.
From
May 1989 to September 1995, Mr. Choy joined Pico International (M) Sdn Bhd as Group Finance & Administration Manager where
he is overall responsible for Pico Group of Companies finance and administrative functions with annual turnover of about RM40
million. Since 2009, Mr Choy serves as a Director in Swiftlet Eco Park Holdings Sdn Bhd.
Mr.
Choy's financial background and his professional qualification as well as his business experience, has led the Board of Director
to reach the conclusion that he should serve as a Director and Chief Financial Officer of the Company. On October 26, 2016, Mr.
Choy was appointed as the Chief Financial Officer of the Company.
Loke
Yeu Loong
– President, Director
Mr.
Loke Yeu Loong joined Naga Sakti Sdn Bhd as Operations Manager in 1986, responsible for all the sales, marketing and administration
activities. Naga Sakti Sdn Bhd is a joint venture between Sg Gadut Development Sdn Bhd and Blue Circle Group U.K one of the world's
largest manufacturer of allied building products. In 1990, Mr. Loke joined MBF Property Services as Senior Manager responsible
for property development projects in Penang and the Klang Valley. He was subsequently posted to Johor as Head of Sales & Marketing
for the southern region. He has managed over twenty property development projects and oversee the Sales & Marketing team.
From 1995 to 2004, he was appointed as the Chief Operating Officer and Executive Director of DTH Corporation Group of Company.
His responsibility is to oversee and lead the operation of the organization, business development and cross border development.
Since 2009, Mr. Loke was appointed as the Group Managing Director of Swiftlet Eco Park Group of Companies and Bio Perak Sdn Bhd.
Bio Perak Sdn Bhd is a joint venture company with the Perak State Development Corporation and it acts as the Promoter of Biotechnology
Industry for The State Government of Perak. His responsibility as Managing Director is to oversee the management team and direct
the activities and productivity of the entire group.
Mr.
Loke is a member of the Working Group on Good Animal Husbandry practice (GAHP) for Edible-Nest Swiftlet Ranching, with SIRIM Berhad,
assisting in the formulation of industrial standard, for the Industry Standards Committee (ISC). He has also attended Swiftlet
Ranching Industry Workshop organized by Department of Veterinary Services, Ministry of Agriculture & Agro-Based Industry Malaysia,
by setting up of guidelines of Swiftlet Ranching Industry for Malaysia.
Mr.
Loke's experience in business and corporate management, has led the Board of Director to reach the conclusion that he should serve
as a Director of the Company. On October 26, 2016, Mr. Loke was appointed as the President and the Director of the Company.
Teo
Joo Meng
– Director
Mr.
Teo Joo Meng, obtained his Master in Business Management (MBA) from the Shu-Te University of Taiwan in 2010.
Mr.
Teo serves as a Non-Executive Director of Swiftlet Eco Park Holdings Sdn Bhd. He has been engaged in research, training and manufacturing
for his passion in cosmetic and skin care industry for more than 20 years of experience. He has had also held various senior management,
clinical and research appointments in various niche healthcare sectors over the past several years, in Malaysia and abroad. He
is instrumental in establishing the fundamental requirement and design the framework of the set up of aesthetic wellness business
in the Group.
Mr.
Teo's experience in cosmetic and skin care industry has led the Board of Director to reach the conclusion that he should serye
as a Director of the Company. On October 26, 2016, Mr. Teo was appointed as the Director of the Company.
Zadey
Che Wan Bin Abdullah Fadzil
– Director
Mr.
Zadey Che Wan Bin Abdullah Fadzil, completed his diploma in Architectural Technology with Lim Kong Wing Institute of Creative
Technology in year 1999. In 2003, he obtained his degree in Information Technology from Help Institute Kuala Lumpur.
In
year 2004, Mr. Zadey Che Wan Bin Abdullah Fadzil was the head of customer service, sales & marketing department of Mango Dot
Net Sdn Bhd, a broadband service company. His main responsibility is overseeing and leading the customer service department and
sales & marketing department. Since year 2006, he serves as an executive director in Perak Communication Technology Sdn Bhd
and Perak Integrated Networking Services Sdn Bhd. He is responsible for establishing excellent rapport with the State Government
officers, Local Authority officers, Telcos officers and External Technical Agency officers to smoothen and to complete the whole
operations of submission, permitting and legalization process and carry out the functions as a "One Stop Centre" and
facilitator for the compliance submission for location and construction of new Infrastructures on behalf of the State Government
and telecommunication providers with other state agencies or other relevant authorities. ln 2016, he serves as a director in Swiftlet
Eco Park Bhd. His responsibility is to oversee and manage the business operation of the company.
Mr.
Zadey Che Wan Bin Abdullah Fadzil's experience in management and marketing has led the Board of Director to reach the conclusion
that he should serve as a Director of the Company. On October 26, 2016, Mr. Zadey Che Wan Bin Abdullah Fadzil-was appointed as
the Director of the Company.
The
Company has not entered into any material plan, contract or arrangement (whether or not written) with any of the new officers
or directors appointed on October 26, 2016.
TERM
OF OFFICE
All
directors hold office until the next annual meeting of the stockholders of the Company and until their successors have been duly
elected and qualified. The Company’s Bylaws provide that the Board of Directors will consist of no less than three members.
Officers are elected by and serve at the discretion of the Board of Directors.
CERTAIN
LEGAL PROCEEDINGS
No
director, nominee for director, or executive officer of the Company has appeared as a party in any legal proceeding material to
an evaluation of his ability or integrity during the past three years.
SIGNIFICANT
EMPLOYEES AND CONSULTANTS
Other
than our officers and directors, we currently have no other significant employees.
AUDIT
COMMITTEE AND CONFLICTS OF INTEREST
Since
we do not have an audit or compensation committee comprised of independent directors, the functions that would have been performed
by such committees are performed by our directors. The Board of Directors has not established an audit committee and does not
have an audit committee financial expert, nor has the Board of Directors established a nominating committee. The Board is of the
opinion that such committees are not necessary since the Company is an early exploration stage company and has only two directors,
and to date, such directors have been performing the functions of such committees. Thus, there is a potential conflict of interest
in that our directors and officers have the authority to determine issues concerning management compensation, nominations, and
audit issues that may affect management decisions.
There
are no family relationships among our directors or officers. Other than as described above, we are not aware of any other conflicts
of interest with any of our executive officers or directors.
SECTION
16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section
16(a) of the Securities Exchange Act of 1934 requires our executive officers and directors, and persons who own more than ten
percent of a registered class of our equity securities, file reports of ownership and changes in ownership with the SEC. Executive
officers, directors and greater-than-ten percent stockholders are required by SEC regulations to furnish us with all Section 16(a)
forms they file. Specific due dates for these reports have been established and the Company is required to report in this report
any failure to file by these dates.
All
of these filing requirements were satisfied by the Company’s Officers, Directors, and ten-percent holders.
In
making these statements, we have relied on the written representation of our Directors and Officers or copies of the reports that
they have filed with the Commission.
CODE
OF ETHICS
The
Company has adopted a code of ethics that applies to its principal executive officers, principal financial officer, principal
accounting officer or controller, or persons performing similar functions.
ITEM
12.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED
STOCKHOLDER MATTERS
|
The
following table lists, as of December 31, 2016, the number of shares of common stock of our Company that are beneficially owned
by (i) each person or entity known to our Company to be the beneficial owner of more than 5% of the outstanding common stock;
(ii) each officer and director of our Company; and (iii) all officers and directors as a group. Information relating to beneficial
ownership of common stock by our principal shareholders and management is based upon information furnished by each person using
“beneficial ownership” concepts under the rules of the Securities and Exchange Commission. Under these rules, a person
is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or
direct the voting of the security, or investment power, which includes the power to vote or direct the voting of the security.
The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership
within 60 days. Under the Securities and Exchange Commission rules, more than one person may be deemed to be a beneficial owner
of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any
pecuniary beneficial interest. Except as noted below, each person has sole voting and investment power.
The
percentages below are calculated based on 6,300,000 shares of our common stock issued and outstanding as of December 31, 2016.
We do not have any outstanding warrant, options or other securities exercisable for or convertible into shares of our common stock.
|
|
Name and Address
|
|
Number
of Shares
|
|
|
Percent
of
|
|
Title
of Class
|
|
of
Beneficial Owner
|
|
Owned
Beneficially
|
|
|
Class
Owned
|
|
|
|
|
|
|
|
|
|
|
Common Stock:
|
|
Viktor Zeziulia
|
|
|
|
|
|
|
|
|
|
|
Departing CEO and Departing Director
|
|
|
|
|
|
|
|
|
|
|
AV. Amazonas N41-125 Y Isla
Baltra, Quito, EC
|
|
|
0
|
*
|
|
|
0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock:
|
|
Tan Chee Hong
|
|
|
|
|
|
|
|
|
|
|
CEO and Director
|
|
|
|
|
|
|
|
|
|
|
229-A Kg Lapan, Bacang, 75200 Melaka,
|
|
|
500,000
|
|
|
|
7.9
|
%
|
|
|
Malaysia
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock:
|
|
Choy Cheng Choong
|
|
|
|
|
|
|
|
|
|
|
CFO and Director
|
|
|
|
|
|
|
|
|
|
|
26,Jalan Sri Hartamas 12, Sri Hartamas,
50480
|
|
|
500,000
|
|
|
|
7.9
|
%
|
|
|
Kuala Lumpur, Malaysia
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock:
|
|
Loke Yeu Loong
|
|
|
|
|
|
|
|
|
|
|
President, Director
|
|
|
|
|
|
|
|
|
|
|
No. 15 Jalan l/l42, Taman Orkid Desa,
56000
|
|
|
1,500,000
|
(1)
|
|
|
23.8
|
%
|
|
|
Kuala Lumpur, Malaysia
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock:
|
|
Teo Joo Meng
|
|
|
|
|
|
|
|
|
|
|
Director
|
|
|
500,000
|
|
|
|
7.9
|
%
|
|
|
1, Jalan Kuning Muda 6, Taman Pelangi,
80400
|
|
|
|
|
|
|
|
|
|
|
Johor Bahru, Malaysia
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock:
|
|
Zadey Che Wan Bin Abdullah Fadzil
|
|
|
|
|
|
|
|
|
|
|
Director
|
|
|
1,500,000
|
(2)
|
|
|
23.8
|
%
|
|
|
1, Lorong Bayu Nyaman A, Country Heights,
|
|
|
|
|
|
|
|
|
|
|
43000 Kajang, Selangor, Malaysia
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock:
|
|
Fatimah Binti Abdillah
|
|
|
|
|
|
|
|
|
|
|
Istana Al-Muktafi Billah, 20400 Kuala
|
|
|
500,000
|
|
|
|
7.9
|
%
|
|
|
Terengganu, Malaysia
|
|
|
|
|
|
|
|
|
*
Viktor Zeziulia sold all of his 5,000,000 shares of the Company's Common Stock, effective October 26, 2016, and now owns 0%.
l)
Mr. Loke Yeu Loong's 1,500,000 shares include 500,000 held in his own name, plus an additional 1,000,000 shares held in the name
of Grade Competence Sdn Bhd, an entity beneficially owned and controlled by Mr. Loke Yeu Loong and his wife, Liau Kuan Mee.
2)
Zadey Che Wan Bin Abdullah Fadzil's 1,500,000 shares include 500,000 held in his own name, and an additional 500,000 shares held
in the name of his father, Abdullah Fadzil Bin Che Wan, who lives in the same household, and an additional 500,000 shares held
in the name of Abdullah Fadzil Che Wan Holdings Sdn Bhd, an entity beneficially owned and controlled by Mr. Abdullah Fadzil Bin
Che Wan and his wives.