Officers, Key Persons and Professional Consultants
The Principal Officers of the Company
The Principal Officers of the Company and their titles are:
Chief Executive Officer:
(a) Name: Age:
Title:
Office Street Address:
Telephone Number:
Names of employers, titles, and dates of positions held during past five years, with an indication
of job responsibilities.
Education (degrees, schools, and dates):
Also a Director of the Company [ ] Yes [ ] No
Indicate amount of time to be spent on Company matters if less than full time:
Chief Education Officer:John Hurlimann
Age:
Title:
Office Street Address:
Telephone Number:
Names of employers, titles, and dates of positions held during past five years, with an indication of job responsibilities.
Education (degrees, schools, and dates):John Hurlimann completed the Bachelor of Science Degree in elementary education and social sciences from Mayville State University, the Masters of Education from Northern State University, and his Doctor of Education work is from the University of South Dakota.
He has been a classroom teacher, elementary principal, high school principal, college instructor, trainer for business, industry, education and government, college administer and a superintendent of schools. John has vast experience and background in the field of distance education and training.
His experience includes the establishment of the Missouri River school Distance Learning Network, National Native American Teleteaching Network, and National Distance Learning HUD Network. John has also worked for the State Department of Education to establish local, regional, state and national distance learning networks and training centers. The business and government community has used John’s expertise and experience to develop distance learning and training centers to develop a best practices education and training programs, Economic Development projects.
He has worked with and been a consultant for such organizations and groups as Nextel, Pennsylvania Department of Education, Mansfield State University, Department of Defense, Department of the Army, United Stated Air Force, Appalachian Regional Commission, AT&T, Pennsylvania Academy for the Profession of Teachers, IBM, United States Navy, United States Department of Housing and Urban Development, American Systems Corporation, CBT Systems, SCT Corporation, Computer Channel International, Gartner Learning, Q-Tech, Microsoft, to name a few. Being a member of the following committees National Security Industrial Association, United States Department of Defense Total Force Distance Learning Action Team, among others.
John plays a lead role in the development and planning of distance learning education programs, training programs, technology development, curriculum development, economic development opportunities, business, and industry and education partnerships. John has work with many members of Congress, Governors, and other elected officials, communities, schools districts, universities, empowerment zones and business to secure more that two hundred million dollars in grants and other funding source opportunities for distance education equipment, programs and network, education and training programs, technology transfer projects, and economic development projects.
John is currently working with Empowerment Zones and school districts such as Boston, New York, Los Angeles, Oakland, Las Vegas and other school districts though out the United States as one of the leading experts for No Child Left Behind and Safe Schools education program development, E-Rate, economic development and training, and Homeland Security training, and readiness.
John is currently the President of the American Academy of Distance Education and Training Inc. which owns 165 of this company at it's founding.
Also a Director of the Company [X] Yes [ ] No
Indicate amount of time to be spent on Company matters if less than full time: FTE
Chief Operating Officer:
(a) Name: Age:
Title:
Office Street Address:
Telephone Number:
Names of employers, titles, and dates of positions held during past five years, with an indication
of job responsibilities.
Education (degrees, schools, and dates):
Also a Director of the Company [ ] Yes [ ] No
Indicate amount of time to be spent on Company matters if less than full time:
Chief Financial Officer:
(a) Name: Age:
Title:
Office Street Address:
Telephone Number:
Names of employers, titles, and dates of positions held during past five years, with an indication
of job responsibilities.
Education (degrees, schools, and dates):
Also a Director of the Company [ ] Yes [ ] No
Indicate amount of time to be spent on Company matters if less than full time:
Chief Administrative Officer:
(a) Name: Age:
Title:
Office Street Address:
Telephone Number:
Names of employers, titles, and dates of positions held during past five years, with an indication
of job responsibilities.
Education (degrees, schools, and dates):
Also a Director of the Company [ ] Yes [ ] No
Indicate amount of time to be spent on Company matters if less than full time:
Commanding General
(a) Name: Age:
Title:
Office Street Address:
Telephone Number:
Names of employers, titles, and dates of positions held during past five years, with an indication
of job responsibilities.
Education (degrees, schools, and dates):
Also a Director of the Company [ ] Yes [ ] No
Indicate amount of time to be spent on Company matters if less than full time:
Commanding Officer
(a) Name: Age:
Title:
Office Street Address:
Telephone Number:
Names of employers, titles, and dates of positions held during past five years, with an indication
of job responsibilities.
Education (degrees, schools, and dates):
Also a Director of the Company [ ] Yes [ ] No
Indicate amount of time to be spent on Company matters if less than full time:
For more information about these Officers, see Item 77.
OFFICERS AND KEY PERSONS OF THE COMPANY
77. Provide the following information for each Officer and key person. The term Âkey person means a person, other than the chief executive officer, chief operating officer, and chief financial officer, who makes a significant contribution to the business of the Company.
Identify who performs the functions of Chief Executive Officer, Chief Operating Officer, and Chief Financial Officer.
ARRANGEMENTS WITH OFFICERS, DIRECTORS, AND KEY PERSONS
81. Describe any arrangements to ensure that Officers, Directors, and key persons will remain with the Company and not compete with the Company if they leave.
82. (a) Describe the impact on the Company if it loses the services of any Officer, Director, or key person due to death or disability.
82. (b) Has the Company purchased key person life insurance on any Officer, Director, or key person? [ ] Yes [ ] No
82. (c) Has the Company made any arrangements to replace any Officer, Director, or key person it loses due to death or disability? [ ] Yes [ ] No
82. (d) If the answer to either Item 82(b) or 82(c) is “yes,” describe.
COMPENSATION
83. List all compensation that the Company paid to its Officers, Directors, and key persons for the last fiscal year:
Chief Executive Officer $120,000 in 2005 to $500,000 in 2009
Chief Education Officer $120,000 in 2005 to $480,000 in 2009
Chief Operating Officer $90,000 in 2006 to $400,000 in 2009
Chief Financial Officer $108,000 in 2005 to $480,000 in 2009
Chief Administrative Officer $72,000 in 2006 to $300,000 in 2009
Commanding General $108,000 in 2006 to $480,000 in 2009
Commanding Officer $90,000 in 2005 to $400,000 in 2009
Chief Scientist $120,000 in 2005 to $480,000 in 2009
Key Persons:
Total: $ $
Officers as a group
(number of persons ___) $ $
Directors as a group
(number of persons ___) $ $
Key Persons as a group
(number of persons ___) $ $
84. (a) Has compensation been unpaid in prior years? [ ] Yes [ ] No
84. (b) Does the Company owe any Officer, Director, or employee any compensation for prior years? [ ] Yes [ ] No
84. (c) Explain any “yes” answer to Item 84(a) or 84(b).
85. Is compensation expected to change within the next year? [ ] Yes [ ] No
If yes, explain.
86. (a) Does the Company have any employment agreements with Officers, Directors, or key persons? [ ] Yes [ ] No If yes, describe.
86. (b) Does the Company plan to enter into any employment agreements with Officers,
Directors, or key persons? [ ] Yes [ ] No If yes, describe.
PRIOR EXPERIENCE
87. Has any Officer or Director worked for or managed a company (including a separate subsidiary or division of a larger enterprise) in the same type of business as the Company? [ ] Yes [ ] No If yes, explain in detail, including relevant dates.
88. (a) If the Company has never conducted operations or is otherwise in the development stage,has any Officer or Director managed another company in the start-up or development stage? [ ] Yes [ ] No
(b) If yes, explain in detail, including relevant dates.
CERTAIN LEGAL PROCEEDINGS
Insolvency
89. Has a petition for bankruptcy, receivership, or a similar insolvency proceeding been filed by or against any Officer, Director, or key person within the past five years, or any longer period if material? [ ] Yes [ ] No
90. Was any Officer, Director, or key person an executive officer, a director, or in a similar management position for any business entity that was the subject of a petition for bankruptcy, receivership, or similar insolvency proceeding within the past five years, or any longer period if material? [ ] Yes [ ] No
91. Explain in detail any “yes” answer to Item 89 or 90.
Criminal Proceedings
92. (a) Has any Officer, Director, or key person been convicted in a criminal proceeding, excluding traffic violations or other minor offenses? [ ] Yes [ ] No
92. (b) Is any Officer, Director, or key person named as the subject of a pending criminal proceeding, excluding traffic violations or other minor offenses? [ ] Yes [ ] No
92. (c) Explain in detail any “yes” answer to Item 92(a) or 92(b).
Civil Proceedings
93. (a) Has any Officer, Director, or key person been the subject of a court order, judgment or decree in the last five years related to his or her involvement in any type of business, securities, or banking activity? [ ] Yes [ ] No
93. (b) Is any Officer, Director, or key person the subject of a pending civil or action related to his or her involvement in any type of business, securities, or banking activity? [ ] Yes [ ] No
93. (c) Has any civil action been threatened against any Officer, Director, or key person related to his or her involvement in any type of business, securities, or banking activity? [ ] Yes [ ] No
93. (d) Explain in detail any “yes” answer to Item 93(a), 93(b), or 93(c).
Administrative Proceedings
94. (a) Has any government agency, administrative agency, or administrative court imposed an administrative finding, order, decree, or sanction against any Officer, Director, or key person in the last five years as a result of his or her involvement in any type of business, securities, or banking activity? [ ] Yes [ ] No
94. (b) Is any Officer, Director, or key person the subject of a pending administrative proceeding related to his or her involvement in any type of business, securities, or banking activity? [ ] Yes [ ] No
94. (c) Has any administrative proceeding been threatened against any Officer, Director, or key person related to his or her involvement in any type of business, securities, or banking activity? [ ] Yes [ ] No
94. (d) Explain in detail any “yes” answer to Item 94(a), 94(b), or 94(c).
Self-Regulatory Proceedings
95. (a) Has a self-regulatory agency imposed a sanction against any Officer, Director, or key person in the last five years as a result of his or her involvement in any type of business, securities, or banking activity? [ ] Yes [ ] No
95. (b) Is any Officer, Director, or key person the subject of a pending self-regulatory organization proceeding related to his or her involvement in any type of business, securities, or banking activity? [ ] Yes [ ] No
95. (c) Has any self-regulatory organization proceeding been threatened against any Officer, Director, or key person related to his or her involvement in any type of business, securities, or banking activity? [ ] Yes [ ] No
95. (d) Explain in detail any “yes” answer to Item 95(a), 95(b), or 95(c).
NOTE: After reviewing the background of the Company's Officers, Directors and key
persons, potential investors should consider whether or not these persons have adequate background and experience to develop and operate this Company and to make it successful. In this regard, the experience and ability of management are often considered the most significant factors in the success of a business
Professional Consultants
80. (a) Are all key persons employees of the Company? [ ] Yes [ ] No
80. (b) If no, state the details of each contract or engagement.
The Principal Officers of the Company and their titles are:
Chief Executive Officer:
(a) Name: Age:
Title:
Office Street Address:
Telephone Number:
Names of employers, titles, and dates of positions held during past five years, with an indication
of job responsibilities.
Education (degrees, schools, and dates):
Also a Director of the Company [ ] Yes [ ] No
Indicate amount of time to be spent on Company matters if less than full time:
Chief Education Officer:John Hurlimann
Age:
Title:
Office Street Address:
Telephone Number:
Names of employers, titles, and dates of positions held during past five years, with an indication of job responsibilities.
Education (degrees, schools, and dates):John Hurlimann completed the Bachelor of Science Degree in elementary education and social sciences from Mayville State University, the Masters of Education from Northern State University, and his Doctor of Education work is from the University of South Dakota.
He has been a classroom teacher, elementary principal, high school principal, college instructor, trainer for business, industry, education and government, college administer and a superintendent of schools. John has vast experience and background in the field of distance education and training.
His experience includes the establishment of the Missouri River school Distance Learning Network, National Native American Teleteaching Network, and National Distance Learning HUD Network. John has also worked for the State Department of Education to establish local, regional, state and national distance learning networks and training centers. The business and government community has used John’s expertise and experience to develop distance learning and training centers to develop a best practices education and training programs, Economic Development projects.
He has worked with and been a consultant for such organizations and groups as Nextel, Pennsylvania Department of Education, Mansfield State University, Department of Defense, Department of the Army, United Stated Air Force, Appalachian Regional Commission, AT&T, Pennsylvania Academy for the Profession of Teachers, IBM, United States Navy, United States Department of Housing and Urban Development, American Systems Corporation, CBT Systems, SCT Corporation, Computer Channel International, Gartner Learning, Q-Tech, Microsoft, to name a few. Being a member of the following committees National Security Industrial Association, United States Department of Defense Total Force Distance Learning Action Team, among others.
John plays a lead role in the development and planning of distance learning education programs, training programs, technology development, curriculum development, economic development opportunities, business, and industry and education partnerships. John has work with many members of Congress, Governors, and other elected officials, communities, schools districts, universities, empowerment zones and business to secure more that two hundred million dollars in grants and other funding source opportunities for distance education equipment, programs and network, education and training programs, technology transfer projects, and economic development projects.
John is currently working with Empowerment Zones and school districts such as Boston, New York, Los Angeles, Oakland, Las Vegas and other school districts though out the United States as one of the leading experts for No Child Left Behind and Safe Schools education program development, E-Rate, economic development and training, and Homeland Security training, and readiness.
John is currently the President of the American Academy of Distance Education and Training Inc. which owns 165 of this company at it's founding.
Also a Director of the Company [X] Yes [ ] No
Indicate amount of time to be spent on Company matters if less than full time: FTE
Chief Operating Officer:
(a) Name: Age:
Title:
Office Street Address:
Telephone Number:
Names of employers, titles, and dates of positions held during past five years, with an indication
of job responsibilities.
Education (degrees, schools, and dates):
Also a Director of the Company [ ] Yes [ ] No
Indicate amount of time to be spent on Company matters if less than full time:
Chief Financial Officer:
(a) Name: Age:
Title:
Office Street Address:
Telephone Number:
Names of employers, titles, and dates of positions held during past five years, with an indication
of job responsibilities.
Education (degrees, schools, and dates):
Also a Director of the Company [ ] Yes [ ] No
Indicate amount of time to be spent on Company matters if less than full time:
Chief Administrative Officer:
(a) Name: Age:
Title:
Office Street Address:
Telephone Number:
Names of employers, titles, and dates of positions held during past five years, with an indication
of job responsibilities.
Education (degrees, schools, and dates):
Also a Director of the Company [ ] Yes [ ] No
Indicate amount of time to be spent on Company matters if less than full time:
Commanding General
(a) Name: Age:
Title:
Office Street Address:
Telephone Number:
Names of employers, titles, and dates of positions held during past five years, with an indication
of job responsibilities.
Education (degrees, schools, and dates):
Also a Director of the Company [ ] Yes [ ] No
Indicate amount of time to be spent on Company matters if less than full time:
Commanding Officer
(a) Name: Age:
Title:
Office Street Address:
Telephone Number:
Names of employers, titles, and dates of positions held during past five years, with an indication
of job responsibilities.
Education (degrees, schools, and dates):
Also a Director of the Company [ ] Yes [ ] No
Indicate amount of time to be spent on Company matters if less than full time:
For more information about these Officers, see Item 77.
OFFICERS AND KEY PERSONS OF THE COMPANY
77. Provide the following information for each Officer and key person. The term Âkey person means a person, other than the chief executive officer, chief operating officer, and chief financial officer, who makes a significant contribution to the business of the Company.
Identify who performs the functions of Chief Executive Officer, Chief Operating Officer, and Chief Financial Officer.
ARRANGEMENTS WITH OFFICERS, DIRECTORS, AND KEY PERSONS
81. Describe any arrangements to ensure that Officers, Directors, and key persons will remain with the Company and not compete with the Company if they leave.
82. (a) Describe the impact on the Company if it loses the services of any Officer, Director, or key person due to death or disability.
82. (b) Has the Company purchased key person life insurance on any Officer, Director, or key person? [ ] Yes [ ] No
82. (c) Has the Company made any arrangements to replace any Officer, Director, or key person it loses due to death or disability? [ ] Yes [ ] No
82. (d) If the answer to either Item 82(b) or 82(c) is “yes,” describe.
COMPENSATION
83. List all compensation that the Company paid to its Officers, Directors, and key persons for the last fiscal year:
Chief Executive Officer $120,000 in 2005 to $500,000 in 2009
Chief Education Officer $120,000 in 2005 to $480,000 in 2009
Chief Operating Officer $90,000 in 2006 to $400,000 in 2009
Chief Financial Officer $108,000 in 2005 to $480,000 in 2009
Chief Administrative Officer $72,000 in 2006 to $300,000 in 2009
Commanding General $108,000 in 2006 to $480,000 in 2009
Commanding Officer $90,000 in 2005 to $400,000 in 2009
Chief Scientist $120,000 in 2005 to $480,000 in 2009
Key Persons:
Total: $ $
Officers as a group
(number of persons ___) $ $
Directors as a group
(number of persons ___) $ $
Key Persons as a group
(number of persons ___) $ $
84. (a) Has compensation been unpaid in prior years? [ ] Yes [ ] No
84. (b) Does the Company owe any Officer, Director, or employee any compensation for prior years? [ ] Yes [ ] No
84. (c) Explain any “yes” answer to Item 84(a) or 84(b).
85. Is compensation expected to change within the next year? [ ] Yes [ ] No
If yes, explain.
86. (a) Does the Company have any employment agreements with Officers, Directors, or key persons? [ ] Yes [ ] No If yes, describe.
86. (b) Does the Company plan to enter into any employment agreements with Officers,
Directors, or key persons? [ ] Yes [ ] No If yes, describe.
PRIOR EXPERIENCE
87. Has any Officer or Director worked for or managed a company (including a separate subsidiary or division of a larger enterprise) in the same type of business as the Company? [ ] Yes [ ] No If yes, explain in detail, including relevant dates.
88. (a) If the Company has never conducted operations or is otherwise in the development stage,has any Officer or Director managed another company in the start-up or development stage? [ ] Yes [ ] No
(b) If yes, explain in detail, including relevant dates.
CERTAIN LEGAL PROCEEDINGS
Insolvency
89. Has a petition for bankruptcy, receivership, or a similar insolvency proceeding been filed by or against any Officer, Director, or key person within the past five years, or any longer period if material? [ ] Yes [ ] No
90. Was any Officer, Director, or key person an executive officer, a director, or in a similar management position for any business entity that was the subject of a petition for bankruptcy, receivership, or similar insolvency proceeding within the past five years, or any longer period if material? [ ] Yes [ ] No
91. Explain in detail any “yes” answer to Item 89 or 90.
Criminal Proceedings
92. (a) Has any Officer, Director, or key person been convicted in a criminal proceeding, excluding traffic violations or other minor offenses? [ ] Yes [ ] No
92. (b) Is any Officer, Director, or key person named as the subject of a pending criminal proceeding, excluding traffic violations or other minor offenses? [ ] Yes [ ] No
92. (c) Explain in detail any “yes” answer to Item 92(a) or 92(b).
Civil Proceedings
93. (a) Has any Officer, Director, or key person been the subject of a court order, judgment or decree in the last five years related to his or her involvement in any type of business, securities, or banking activity? [ ] Yes [ ] No
93. (b) Is any Officer, Director, or key person the subject of a pending civil or action related to his or her involvement in any type of business, securities, or banking activity? [ ] Yes [ ] No
93. (c) Has any civil action been threatened against any Officer, Director, or key person related to his or her involvement in any type of business, securities, or banking activity? [ ] Yes [ ] No
93. (d) Explain in detail any “yes” answer to Item 93(a), 93(b), or 93(c).
Administrative Proceedings
94. (a) Has any government agency, administrative agency, or administrative court imposed an administrative finding, order, decree, or sanction against any Officer, Director, or key person in the last five years as a result of his or her involvement in any type of business, securities, or banking activity? [ ] Yes [ ] No
94. (b) Is any Officer, Director, or key person the subject of a pending administrative proceeding related to his or her involvement in any type of business, securities, or banking activity? [ ] Yes [ ] No
94. (c) Has any administrative proceeding been threatened against any Officer, Director, or key person related to his or her involvement in any type of business, securities, or banking activity? [ ] Yes [ ] No
94. (d) Explain in detail any “yes” answer to Item 94(a), 94(b), or 94(c).
Self-Regulatory Proceedings
95. (a) Has a self-regulatory agency imposed a sanction against any Officer, Director, or key person in the last five years as a result of his or her involvement in any type of business, securities, or banking activity? [ ] Yes [ ] No
95. (b) Is any Officer, Director, or key person the subject of a pending self-regulatory organization proceeding related to his or her involvement in any type of business, securities, or banking activity? [ ] Yes [ ] No
95. (c) Has any self-regulatory organization proceeding been threatened against any Officer, Director, or key person related to his or her involvement in any type of business, securities, or banking activity? [ ] Yes [ ] No
95. (d) Explain in detail any “yes” answer to Item 95(a), 95(b), or 95(c).
NOTE: After reviewing the background of the Company's Officers, Directors and key
persons, potential investors should consider whether or not these persons have adequate background and experience to develop and operate this Company and to make it successful. In this regard, the experience and ability of management are often considered the most significant factors in the success of a business
Professional Consultants
80. (a) Are all key persons employees of the Company? [ ] Yes [ ] No
80. (b) If no, state the details of each contract or engagement.
