Our Board of Directors currently consists of five members but will contract to four members after the elections at the Annual Meeting. Each person elected as a director will continue in office until the next annual meeting of stockholders and until his or her successor has been elected and qualified, or until his or her earlier death, resignation or retirement. The director nominees named in this Proxy Statement have agreed to serve as a director if elected, and we have no reason to believe that either of them will be unable to serve. In the event that before the Annual Meeting a nominee named in this Proxy Statement should become unable or unwilling to serve, the person
named in the proxy will vote the shares represented by any proxy received by our Board of Directors for such other person or persons as may thereafter be nominated for director by our Board of Directors.
Directors and Executive Officers
Our executive officers and directors and their respective ages, positions and biographical information are set forth below.
|
|
| |
|
|
|
|
Name
|
Positions Held
|
Date of Election or Designation
|
Date of Termination or Resignation
|
|
|
|
|
Stephen H. Smoot
|
President, CEO and Director
|
December 4, 2017
|
*
|
|
|
|
|
Alex Schmidt
|
Director
|
December 4, 2017
|
*
|
|
|
|
|
Irina Kochetkova
|
Vice President, Treasurer and Director
|
December 4, 2017
|
*
|
|
|
|
|
Jeffrey R. Brimhall
|
Director
|
December 4, 2017
|
*
|
|
|
|
|
Asael T. Sorensen, Jr.
|
Vice President, Secretary and Director
|
June 6, 2020
|
*
|
*Presently serve in the capacities indicated. Each director of the Company serves as a director for a term until the next annual meeting of the shareholders of the Company and until his/her successor is elected and qualifies. Each officer of the Company serves as an officer of the Company for a term until the next annual meeting of the Board of Directors and until his/her respective successor is elected and qualifies.
Alex Schmidt. Mr. Schmidt, age 28, has served as a director of the Company since December 4, 2017, and as Vice President until November 9, 2020. He was a graduate at the University of Central Lancashire in Business Administration. In 2014 he incorporated, and now leads, the company Tortec Ltd (Cyprus) which is involved in the scientific and technological development and application of TOR technologies (micronisation of materials). As a result, the first industrial installation under the name Tornado was created. In 2015 Tortec Ltd (Cyprus), under the leadership of Schmidt, opened an experimental manufactory with the Tornado installation for producing micro powders, metal carbides and composites (Prague, Czech Republic). In 2016 Tortec Ltd and the Scientific Research Institute of Technological Progress made a factory project for producing micro-powders of metal ceramics, metal oxides, intermetalides and composites with the potential capacity of 2000 tons per year which will be placed in 2018 in Infrapark, Basel (Switzerland). In 2017, Schmidt incorporated and now leads the company TOR Biologos GmbH (Switzerland) for developing applications of TOR Biological technologies in the BIO + project. The project for the bio factory is planned with the technology for the processing of cannabis and extraction of botanical substances, and also extracting of BAS (biological active substance) from phyto-mass of medicinal herbs. In 2017, the companies working on various applications of TOR Technologies in different industries joined TORtec Group, a Wyoming corporation in the USA. Annual interests and skills: economics, German, Russian and English language, project financing, development of investment projects and new technologies.
12
Merdan Atayev, age 40, is an attorney specializing in business law in Turkmenistan. Mr. Atayev has been involved in international trade with his family owned enterprises for over 10 years and owns many companies, including construction, real estate development and trading companies.
Director Nominees
A majority of the Board recommends using the proxy card to vote FOR the Boards nominee for Director.
Stephen H. Smoot, age 65, has served as a director and as the President and CEO of the Company since December 4, 2017. Smoot has been self-employed since 1983 as a consultant in the area of foreign technology development and transfer. From 1994 till 1999, Smoot funded and directed research in boundary-air laminar-flow technology resulting in U.S. patents and successful commercial applications. Smoot assisted in forming, and was president of, Caspian Service Group Limited, a wholly-owned subsidiary of Caspian Services, Inc., formerly EMPS Corporation, in December 1999, and served as President of Caspian Services Inc. from inception until February 2002. Smoot served as the Interim President of EMPS Corporation from June 2004 until December 2004 and for several years directed and funded research in high-frequency eddy-current particle separation technology. From 2005 to 2009, Smoot served as director of BMB Munai, Inc. an oil and gas company in Kazakhstan. All companies cited above have been SEC reporting issuers. Smoot is not a director or nominee of any other SEC reporting issuer.
Irina Kochetkova, age 67, has served as a director and as Treasurer of the Company since December 4, 2017 and as Secretary until November 9, 2020. Dr. Kochetkova received a B.S. Degree at Moscow Oil & Gas Institute Academy Gupkin in 1974 and received a PhD in organic chemistry in 1988. From 1988 to 1991 she was managing researcher in Moscow Research Institute of Organic Synthesis; from 1991 to present she has been an owner and general director of Scientific Technical Production Center EON, a Russian private limited company; from 1993 to 2010 she was a shareholder and member of the Board of Directors of Specinvestbank; for the past twenty-five years acted as a consultant to several foreign companies using Russian know-how and equipment installations in the petro-chemical industries. The results of this consulting work concluded with installations in Kazakhstan, Russia and Uzbekistan refineries. Over the same period of time, Kochetkova was also involved in trading petro-chemical products internationally.
Jeffrey R. Brimhall, age 38, served as the Secretary of the Company from June 13, 2012 until December 4, 2017. On December 4, 2017, he resigned as Secretary and was appointed to the Board of Directors of the Company. Mr. Brimhall is currently employed as Controller of Raisa Energy LLC, a private energy company that invests in domestic oil and natural gas mineral and non-operated working interest. Brimhall was employed as Controller of Inflection Energy LLC from January 2015 until June 2016. Brimhall served as the Financial Reporting Manager for Resolute Energy Corp., an NYSE listed company based in Denver, Colorado from January 2010 to December 2015.
Asael (Ace) T. Sorensen Jr., age 66, is a licensed attorney who holds degrees in economics, law and business administration (BA, JD/MBA) from Brigham Young University. He has over 30 years of entrepreneurial and business management experience. He has negotiated and managed multimillion dollar national and international supply and service contracts for clients. He has also lectured throughout the country on the subject of contract law for the American Management Association. In 1995, Mr. Sorensen joined Covol Technologies Inc. (now known as Headwaters, Inc.), an environmental remediation and alternative fuel company. In his role as Vice President, General Counsel and Secretary, he helped manage the negotiation of construction and operating contracts for the production of alternative fuels for use in electrical power plants. He assisted with taking Covol Technologies Inc. public on the NASDAQ national market system. He also served as Covol Technologies Inc.s chief lobbyist to the U.S. House and Senate in Washington DC securing broad bipartisan support for alternative fuels legislation. From 1999 to the present, Ace has had his own financial consulting firm in Salt Lake City, Utah, helping companies secure funding and comply with SEC and FINRA requirements for public listing on NASDAQ.
Significant Employees
We have no significant employees at the present time. Our business affairs are handled by our officers and directors for the present time.
13
Family Relationships.
There are no family relationships between any of our directors and executive officers, except that Jeffrey R. Brimhall is the son-in-law of Stephen H. Smoot.
Directorships Held in Other Reporting Companies
Jeffrey R. Brimhall has served as a director of Geo Point Utah since March 29, 2010; and has served on the Board of Directors of Caspian Services, Inc., a reporting issuer under the Exchange Act, since 2010. Mr. Brimhall resigned from Caspian Services, Inc.'s Board of Directors on April 4, 2016.
There are no other directorships in a company with a class of securities registered pursuant to Section 12 of the Exchange Act or subject to the requirements of section 15(d) of such Act or any company registered as an investment company under the Investment Company Act of 1940 which are currently held, or have been held during the past five years, by any of the Companys officers or directors.
Involvement in Certain Legal Proceedings
During the past 10 years, no director, person nominated to become a director or executive officer:
·
has filed a petition under federal bankruptcy laws or any state insolvency laws, nor had a receiver, fiscal agent or similar officer appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;
·
was convicted in a criminal proceeding or named subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);
·
was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him or her from or otherwise limiting the following activities:
o
Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;
o
Engaging in any type of business practice; or
o
Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws;
·
was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in the preceding bullet point, or to be associated with persons engaged in any such activity;
·
was found by a court of competent jurisdiction in a civil action or by the SEC to have violated any Federal or State securities law, and the judgment in such civil action or finding by the SEC has not been subsequently reversed, suspended, or vacated;
·
14
was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reverse, suspended or vacated;
·
was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:
o
any Federal or State securities or commodities law or regulation; or
o
any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or
o
any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or
o
was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act, or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.
Agreements Concerning Appointment of Directors
The Share Exchange Agreement dated November 22, 2017, pursuant to which TORtec Group was acquired by the Company contained the following provision as a condition to closing the acquisition: The directors of the Company immediately prior to the Closing Date shall appoint Mr. Franc Schmidt, Chairman; and up to three other representatives chosen by Mr. Schmidt; Stephen Smoot, Irina Kochetkova & Jeffery R. Brimhall to the Companys Board of Directors, and thereafter, the current directors of the Company, shall resign, in seriatim, effective as of the Closing Date, and the officers shall be appointed as officers of the Company by the present or new directors, who shall be Stephen H Smoot, CEO & President; Alex Schmidt, Vice President; Irina Kochetkova, Secretary and Treasurer.
On May 22, 2019, the Company entered into a Share Exchange Agreement with TORtec Central Asia, a Wyoming corporation, and the sole shareholder of TORtec Central Asia pursuant to which the Company has agreed to acquire 100% ownership of the outstanding shares of TORtec Central Asia stock in exchange for issuing 2,000,000 shares of the Companys common stock to Merdan Atayev who is the sole shareholder of TORtec Central Asia. The Share Exchange Agreement was subject to certain terms and conditions some of which were never completed. The Share Exchange Agreement provided that the Company would elect Merdan Atayev as a Vice President of the Company as a condition to the Closing of the proposed acquisition of TORtec Central Asia. The parties have mutually agreed to terminate the Agreement.
Composition of the Board of Directors
The Company believes that its Board as a whole should encompass a diverse range of talent, skill, experience and expertise enabling it to provide sound guidance with respect to the Companys operations and business goals. In addition to considering a candidates background and accomplishments, candidates are reviewed in the context of the current composition of the Board and the evolving needs of the Company. In these positions, we believe that each nominee and current director has gained experience in core management skills, such as strategic and financial planning, public company financial reporting, corporate governance, risk management, and leadership development. Our Board of Directors also believes that each nominee and current director has other key attributes that are important to an effective board: integrity and demonstrated high ethical standards; sound judgment; analytical skills; the ability to engage management and each other in a constructive and collaborative fashion; diversity of background, experience and thought; and the commitment to devote significant time and energy to service on the Board.
15
Meeting Attendance
During the fiscal year ended March 31, 2020, the Board of Directors held no meetings. During the fiscal year ended March 31, 2020, no director received compensation for his or her services to the Company for their role as director. The Company encourages, but does not require, directors to attend the Annual Meeting of stockholders; however, such attendance allows for direct interaction between stockholders and members of the Board of Directors.
Committees of the Board of Directors
Nominating Committee. We have not yet established a Nominating Committee, and we believe that we are able to effectively manage the issues normally considered by a Nominating Committee.
If we do establish a Nominating Committee, we will disclose this change to our procedures in recommending nominees to our Board of Directors.
Audit Committee. We have not yet established an Audit Committee. As of the present time, the entire Board of Directors serves as our audit committee.
Compensation Committee. We have not established a Compensation Committee or committee performing similar functions. At the present time, Compensation Committee matters are being handles by our entire Board of Directors.
Director Independence
None of our directors are independent as determined in accordance with the listing standards of The NASDAQ Stock Market and Rule 10A-3 of the Exchange Act.
Board Leadership Structure
The Board of Directors believes that the Chief Executive Officer is best situated to serve as Chairman because he is the director most familiar with the Companys business and industry, and most capable of effectively identifying strategic priorities and leading the discussion and execution of strategy. The Board believes this provides the Company with an efficient and effective leadership model. The Board believes that combining the Chairman and Chief Executive Officer roles fosters clear accountability, effective decision-making and alignment on corporate strategy.
The Board believes that the combined role of Chairman and Chief Executive Officer is in the best interest of the Companys stockholders because it provides the appropriate balance between strategic development and independent oversight of management.
Code of Ethics
We have adopted a Code of Ethics, and it was attached as Exhibit 14 to our Annual Report on Form 10-K for the fiscal year ended March 31, 2014. See Part IV, Item 15.
The Board of Directors unanimously approved a Code of Ethics. This Code is a statement of the Companys high standards for ethical behavior, legal compliance and financial disclosure, and is applicable to all directors, officers, and employees. The Companys Code of Ethics is periodically reviewed by the Board of Directors. Due to the fact that our website is under construction, a copy of the Code of Ethics cannot be found our corporate website. The Code of Ethics was attached as Exhibit 14 to our Annual Report on Form 10-K for the fiscal year ended March 31, 2014. Additionally, should there be any changes to, or waivers from, the Companys Code of Ethics, those changes or waivers will be attached as an exhibit to a Current Report on Form 8-K filed with the SEC.
16
Stockholder Communications with the Board
The Board of Directors has implemented a process by which stockholders may communicate with the Board of Directors. Any stockholder desiring to communicate with the Board of Directors may do so in writing by sending a letter addressed to the Board of Directors, c/o Secretary. The Secretary has been instructed by the Board to promptly forward any communications received to the members of the Board.
Nominations
The Board of Directors is responsible for determining the slate of director nominees for election by stockholders. All director nominees are approved by the Board prior to annual proxy material preparation and are required to stand for election by stockholders at the next annual meeting. For positions on the Board created by a directors leaving the Board prior to the expiration of his or her current term, whether due to death, resignation, or other inability to serve, the Companys Bylaws provides that a director elected by the Board to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office.
The Board of Directors does not currently utilize the services of any third-party search firm to assist in the identification or evaluation of Board member candidates. The Board of Directors may engage a third party to provide such services in the future, as it deems necessary or appropriate at the time in question.
The Board of Directors determines the required selection criteria and qualifications of director nominees based upon the needs of the Company at the time nominees are considered. A candidate must possess the ability to apply good business judgment and be in a position to properly exercise his or her duties of loyalty and care. Candidates should also exhibit proven leadership capabilities, high integrity and experience with a high level of responsibility within his or her chosen fields, and have the ability to quickly understand complex principles. When current Board members are considered for nomination for re-election, the Board of Directors also takes into consideration their prior Board contributions, performance and meeting attendance records.
The Board of Directors strives to nominate directors with a variety of complementary skills so that, as a group, the Board will possess the appropriate talent, skills, experience and expertise to oversee the Companys business. As part of this process, the Board evaluates how a particular candidate would strengthen and increase the diversity of the Board of Directors in terms of how that candidate may contribute to the Boards overall balance of perspectives, backgrounds, knowledge, experience, skill sets and expertise in substantive matters pertaining to the Companys business.
The Board of Directors will consider qualified candidates for possible nomination that are recommended by stockholders for the next annual meeting of shareholders. Stockholders wishing to make such a recommendation may do so by sending the required information to the Board of Directors, c/o Secretary at the address listed above. Any such nomination must comply with the advance notice provisions of, and provide all of the information required by, the Company governing documents and the requirements of the Rule 14a-8 of the Exchange Act.
The Board of Directors conducts a process of making a preliminary assessment of each proposed nominee based upon the resume and biographical information, an indication of the individuals willingness to serve and other background information. This information is evaluated against the criteria set forth above as well as the specific needs of the Company at that time. Based upon a preliminary assessment of the candidate(s), those who appear best suited to meet the needs of the Company may be invited to participate in a series of interviews, which are used for further evaluation. The Board of Directors uses the same process for evaluating all nominees, regardless of the original source of the information.