Item 10.
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Directors, Executive Officers and Corporate Governance.
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The following information provides the name, business address, present principal occupation, employment history, positions, offices or employments for the past five years and ages as of February 26, 2019 for our executive officers and directors. Members of the board are elected and serve for one-year terms or until their successors are elected and qualify.
Name
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Age
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Position
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Robert E. Dolan
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67
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Acting Chief Executive Officer, Chief Financial Officer and Director
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Mario J. Gabelli
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76
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Director
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Robert E. Dolan
has served as Acting Chief Executive Officer, from March 2017. Mr. Dolan also serves as Chief Financial Officer since November 2001. Mr. Dolan has also serves in the following capacities at LICT Corporation: Executive Vice President and Chief Financial Officer from December 2010, Interim Chief Executive Officer and Chief Financial Officer from May 2006 to December 2010, Chief Financial Officer from January 2004 to May 2006, Chief Financial Officer, Controller from September 1999 to January 2004 and Director from August 2013. In addition, Mr. Dolan was, until September 2009, the Assistant Secretary and director of Sunshine PCS Corporation, a public holding company, now known as ICTC Group, Inc. and had served in these capacities since November 2000. Also, from November 2007, Mr. Dolan has been the Interim Chief Executive Officer and Chief Financial Officer of CIBL, Inc.
Mario J. Gabelli
has served as a director and Chairman of the Board since 2001.Mr. Gabelli previously served as Chief Executive Officer of the Company from November 2011 to November 2012. Mr. Gabelli has also served as Chairman, Chief Executive Officer, Chief Investment Officer – Value Portfolios and a director of GAMCO Investors, Inc. (“GAMCO”), a publicly traded company in the asset management business, since 1978. In connection with those responsibilities, he serves as director or trustee of registered investment companies managed by GAMCO and its affiliates (“Gabelli Funds”). Mr. Gabelli has served as Executive Chairman of Associated Capital Group, Inc. (“Associated Capital”) since May 2016 and previously served as the Chief Executive Officer of Associated Capital from May 2015 until November 2016. Associated Capital is a public company containing the alternative investment management business, institutional research services business and certain cash and other assets that were spun off from GAMCO in November 2015. Mr. Gabelli has also been a portfolio manager for Teton Advisors, Inc. (“Teton”) from 1998 to February 2017. Since March 1, 2017, GAMCO serves as a subadvisor to Teton, and Mr. Gabelli serves as a portfolio manager under that sub advisory agreement. Teton is an asset management company which was spun off from GAMCO in March 2009. He has also served as Director of CIBL, Inc. since November 2007, when CIBL was spun off from LICT Corporation. In addition, Mr. Gabelli is the Chief Executive Officer, a director and the controlling shareholder of GGCP, Inc. (“GGCP”), a private company which owns a majority of GAMCO’s Class B Stock and a majority of Associated Capital’s Class B Stock through an intermediate subsidiary, GGCP Holdings LLC. He is also the Chairman of MJG Associates, Inc., which acts as an investment manager of various investment funds and other accounts. Mr. Gabelli has served as a director of LICT since 1999, and as President and Chief Executive Officer of LICT since December 2010. He has also served as LICT’s Chairman since December 2004 (and also served as Chairman from September 1999 to December 2002), as its Vice Chairman from December 2002 to December 2004, and as Chief Executive Officer from September 1999 to November 2005. Mr. Gabelli has served as a director of ICTC Group, Inc. (“ICTC”), a telecommunications company serving southeastern North Dakota which was spun off from LICT in May 2010, since July 2013 to the present
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Mr. Gabelli serves as Overseer of the Columbia University Graduate School of Business and as a Trustee of Boston College and Trustee of Roger Williams University. In addition, he serves as Director of The Winston Churchill Foundation, The E. L. Wiegand Foundation, The American-Italian Cancer Foundation, and The Foundation for Italian Art & Culture. He is also Chairman of the Gabelli Foundation, Inc., a Nevada private charitable trust. Mr. Gabelli previously served as Co-President and President of Field Point Park Association, Inc.
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Committees of the Board of Directors
We presently do not have an audit committee, compensation committee, nominating committee, an executive committee of our board of directors, stock plan committee or any other committees. Currently, our full board of directors serves as the audit committee and approves, when applicable, the appointment of auditors and the inclusion of financial statements in our periodic reports. Mr. Dolan is deemed to be an “audit committee financial expert.” Mr. Dolan is currently not deemed to be “independent” as defined under NASDAQ listing notes.
We have not made any changes to the process by which shareholders may recommend nominees to the board of directors since our last annual report.
Code of Ethics
We have not yet adopted a corporate code of ethics. Our board of directors is considering whether in light of the nature of our company and its lack of any operations, it is necessary or appropriate to adopt a formal corporate code of ethics. If it is determined that such a code would be necessary or appropriate, the Board will then consider establishing, over the next year, a code of ethics.
Legal Proceedings
None of our directors and executive officers has been involved in legal proceedings that would be material to an evaluation of our management.
Item 13.
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Certain Relationships and Related Transactions.
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On March 19, 2018, the Company sold 1,500,000 shares of its common stock to LICT for a total consideration of $180,000, or $0.12 per share (the “Private Placement”). The securities issued to LICT were offered and sold in a Private Placement exempt from the registration requirements of the Securities Act of 1933, as amended, and under Section 4(a)(2) of the Securities Act and Rule 506 thereunder.
The proceeds from the Private Placement are intended to be used to fund the Company’s future administrative costs to maintain its public company reporting obligations. During this time, the Company will continue to pursue a business combination. The Company currently has no plans, arrangements, commitments, agreements or understandings with any prospective target business concerning a business combination and may be unable to complete a business combination.
Mario J. Gabelli, one of the Company’s director’s, is also Chief Executive Officer and Chairman of the Board of Directors of LICT and Robert E. Dolan, the Company’s other director, is Executive Vice President, Chief Financial Officer and Director of LICT. Following the Private Placement, Mr. Gabelli and LICT beneficially own, in the aggregate, approximately 49.1% of the Company’s outstanding common stock.
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