Gerard Dab
has been our Chairman and Chief Executive Officer and a director of our company since October 2004. Mr. Dab holds an Honors BA and an MA from
McGill University. After an academic career and serving as an executive with advertising company Foote, Cone & Belding of Chicago, he served as president of Productions Publi-Cité Inc. of Montreal, a film and television finance company,
from
November 1982 to June 1992. From June 1992 to April 1998, Mr. Dab was executive producer of Finance, a weekly television program on Canadas TVA network of VHCC. From
July 1998 to September 2004, Mr. Dab was President and Secretary, and since November 1999, he has been Chairman of the Board, Chief Executive Officer and a director of VHCC.
Arthur Gelston, M.D.
has been our President, Chief Science Officer and a director of our company since October 2004. Dr. Gelston holds an M.D. degree
from Cornell University, Ithaca, New York and is a Fellow of Johns Hopkins University, Baltimore and a Fellow of the Royal College of Physicians (Canada). Dr. Gelston is also an adjunct Professor of Medicine in the Department of Internal Medicine
and was formerly Senior Physician of internal medicine, at the McGill University Health Center in Montreal, Canada. From July 1988 to January 1999, Dr. Gelston served as the Director of Medical Clinics of the Department of Medicine and was until
that date a senior physician at Montreals Royal Victoria Hospital. From July 1998 to December 2003, Dr. Gelston served as VHCCs chief architect and, since 2000, Dr. Gelston has been President, Chief Science Officer and a director of
VHCC.
Barry Scharf
has been our Chief Operating Officer and Vice President of Client Services since October 2004. From January 2002 to October 2004, Mr. Scharf
was VHCCs Vice President of Clinical Services. From January 2001 to December 2001, Mr. Scharf was Vice President of Client Services at Medicool Health Systems Inc. located in Montreal, Quebec. Since January 1993, Mr. Scharf has been President
of the Board of Directors of Terre des Hommes Canada, a registered Canadian charity.
Larry Kurlender
has been our Chief Financial Officer, Treasurer and Principal Accounting Officer since April 2006. He is a Chartered Accountant (CA), and
also holds Bachelor of Commerce and MBA degrees from McGill University. Mr. Kurlender has been a practicing CA in his own firm since 1996. Between 1970 and 1996, he has held executive level positions in finance and in management in 3 different
companies.
Jayne H. Kirby
has been our Vice President of Finance and Controller since October 2004. From January 1999 to September 2004, Ms. Kirby was the
Controller of VHCC. Prior to 1999, Ms. Kirby was a cash flow analyst at the head office of Royal Trust in Toronto, and then an international portfolio auditor for State Street Quebec, in Montreal.
Michel Maksud
has served as our Vice President of Technology since October 2004. Since July 2000, Mr. Maksud has been Chief Software Architect of
Medicool Health Systems Inc. conducting research and development in the field of healthcare information technology. From December 1990 to July 2000, Mr. Maksud was the Vice President of Research and Development and Chief Software Architect of
Purkinje, a healthcare information technology company located in Montreal, Quebec.
Philippe Panzini
has been a director of our company since October 2004. From March 1989 through September 1991, Mr. Panzini was a marketing executive
with Softimage Inc. of Montreal, Canada, a company in 3-D computer graphic technology. From September 1991 to February 1999 he worked at Discreet Logic, a computer imaging technology company based in Montreal, Canada, and served as its Chief
Technology Officer. In 1998, Mr. Panzini received an Academy Award from the Academy of Motion Picture Arts and Sciences for his contribution to the film industry in the field of digital imaging. From February 1999 to January 2000, Mr. Panzini worked
as a software architect for Behaviour Inc. an entertainment company based in Montreal, Canada. From February 2000 to December 2002, Mr. Panzini was a marketing executive with VHCC. Since December 2002, Mr. Panzini has been an imaging software
manager with Apple Computers of Cupertino, California. Mr. Panzini was a director of VHCC from 1999 to 2003.
Louis J. Lombardo
has been a director of our company since October 2004. Mr. Lombardo served as Executive Vice President, Client Service Delivery, for
American Express Travel Related Services Company of New York, New York, a financial and travel service company, from 1985 to 1998. Since 1998, he has served as President of Lombardo Consulting, L.P., a privately held management and
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operational consulting firm. Mr. Lombardo holds a B.S. from City College, New York, New York, and a M.B.A. from New York University. Mr. Lombardo was a director of VHCC from 2000 to 2003.
Chris Marcolefas
has
been Vice President of Operations at TouchTunes Music Corporation (TouchTunes),
a private company involved with various interactive, music-on-demand applications
since June 2004. Mr. Marcolefas has been with TouchTunes since January 1998,
holding various positions, such as, Director Finance, Chief Financial Officer,
Vice President Business Development and Consultant. Prior to joining TouchTunes,
he held management positions at the NBG Bank and was a senior auditor at Ernst & Young.
He received his Bachelor of Commerce degree in 1989 and Diploma in Accountancy
in 1990 from Concordia University in Montreal. Mr. Marcolefas is a member of
the Canadian Institute of Chartered Accountants.
All directors of the company serve one year terms and hold office until the next annual meeting of stockholders and until their respective successors are duly elected and qualified.
Committees and Meetings
During fiscal 2007, our Board of Directors held four meetings. We presently do not have a nominating committee. However, our Board of Directors is considering establishing this committee during
the current fiscal year. Currently, our Board of Directors makes the decisions regarding director nominations. We have an audit committee and disclosure committee.
Audit Committee; Audit Committee Financial Expert
Our audit committee consists of Chris Marcolefas and Louis J. Lombardo. Mr. Marcolefas is our audit committee financial expert as defined under rule 401(e) of Regulation S-B. We have adopted an
Audit Committee Charter, which is an exhibit to this annual report on Form 10-KSB.
Disclosure Committee
Our disclosure committee consists of Gerard Dab and Barry Scharf. The disclosure committee was established to ensure that all material information about our company and our business is properly
disclosed in a timely manner. We have adopted a Disclosure Committee Charter, which is an exhibit to this annual report on Form 10-KSB. The committee has hired Michel Dab as an independent consultant.
Code of Ethics
We have adopted a Code of Ethics for our executive officers, which is filed as an exhibit to this Annual Report. Any person may obtain a copy of our Code of Ethics, without charge, by writing
to our corporate offices at 1035 Laurier St. West, Suite 200, Montreal, Quebec Canada H2V 2L1; Attn: Secretary.
Compliance with Section 16(a) of the Exchange Act
Section 16(a) of the Exchange Act requires our directors and executive officers and persons who own more than 10% of a registered class of our equity securities (collectively, Reporting
Persons) to file reports of ownership and changes in ownership of our securities with the SEC. Reporting Persons are required by the SEC to furnish us with copies of all Section 16(a) forms they file.
Based solely on our review of the copies of such forms received or written representations from the Reporting Persons, we believe that, with respect to the fiscal year ended June 30, 2007, all
the Reporting Persons complied with all applicable filing requirements.
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