Item
5.02 Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain
Officers; Compensatory Arrangements of Certain Officers
Steven
Gershick was appointed as the Chief Financial Officer of the Company by the
Board of Directors on September 20, 2007. Mr. Gershick, age 52, has served
as a
consultant to the Company since June 1, 2007. Mr. Gershick will serve the
Company on a part-time and non-exclusive basis. Mr. Gershick is also the
Chief Financial Officer of Santa Monica Capital Partners and a financial and
securities regulation consultant to Santa Monica Media Corporation. Prior to
such positions, he served as Chief Financial Officer of PrimeGen Biotech, LLC,
a
stem cell research company, since 2004, and as a financial and securities
regulation consultant for St. Cloud Capital Partners, LP, an SBIC providing
mezzanine financing to middle market companies, since 2006. From 2002 until
2005, Mr. Gershick served as a financial and securities regulations consultant
for Amazing Global Technologies, Ltd. and as Chief Financial Officer
of Case Financial, Inc. Prior to such engagements, Mr. Gershick served as
President and Chief Executive Officer of Spatializer Audio Laboratories, Inc.
and its operating subsidiaries from 1992 to 1998. Mr. Gershick has been a
certified public accountant since 1979.
The
Company entered into a five-year employment agreement with Mr. Gershick pursuant
to which the Company agreed to pay Mr. Gershick an annual salary of $120,000.
Thereafter, the salary will increase by a minimum of 5% each year during the
term of his employment. The agreement provides discretion for the Company’s
Board of Directors to grant a bonus to Mr. Gershick based upon the performance
of the Company and Mr. Gershick. This Agreement can be terminated by either
the
Company for cause or by Mr. Gershick for good reason.
Mr.
Gershick replaces Kurt Brendlinger as the Company’s Chief Financial Officer. Mr.
Brendlinger remains a director of the Company.
ITEM
9.01 FINANCIAL STATEMENTS AND EXHIBITS
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(d)
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Exhibits
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Exhibit
No.
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Title
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10.1
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Employment
Agreement by and between Quest Group International, Inc. and Steven
Gershick dated September 21, 2007
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant
has
duly caused this Report to be signed on its behalf by the undersigned hereunto
duly authorized.
| QUEST GROUP INTERNATIONAL, INC. | ||
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| Date: September 21, 2007 | By: | /s/ Dr. Harin Padma-Nathan |
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Dr. Harin Padma-Nathan,
Chief
Executive Officer
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