Unassociated Document
U.S.
Securities and Exchange Commission
Washington,
D.C. 20549
____________________
FORM
8-K
____________________
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
DATE OF
REPORT (DATE OF EARLIEST EVENT REPORTED) February 17, 2009
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Commission
File No. 0-25474
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MEDCOM
USA, INCORPORATED
(Exact
name of small business issuer as specified in its charter)
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Delaware
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65-0287558
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(State
or other jurisdiction of
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(IRS
Employer Identification No.)
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incorporation
or organization)
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PO Box
90358
Henderson,
NV 89009
(Address
of principal executive offices)
(877)
763-3729
(Issuer’s
telephone number)
7975 N.
Hayden Rd., D333, Scottsdale, AZ 85253
(Former
name or address, if changed since last report)
Check the
appropriate box below if the Form 8-K is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction A.2
below):
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR240.13e-4(c))
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Item
5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On
February 14, 2009, the Board of Directors accepted the resignation of both David
Breslow and Mark Goldfinger. There were no disagreements with David Breslow or
Mark Goldfinger on any matter of accounting principles or practices,
financial statement disclosure or
auditing scope or procedure.
The Board
of Directors named Robert Kite as the Chairman of the Board leaving two current
members of the Board of Directors.
Effective
February 19, 2009, the Company appointed Pamela Thompson as the company’s Chief
Financial Officer, Secretary, and Treasurer. Ms. Thompson’s
appointment is a result of the company’s removal of William P. Williams on
January 23, 2009.
Ms.
Thompson holds a Bachelor of Science from Minnesota State University - Moorhead
in Accountancy and holds her licenses as a Certified Public Accountant in the
State of Arizona. She is a member of the Arizona Society of Certified
Public Accountants and American Institute of Certified Public Accountants, and
is the founder and principle Executive Officer of Pamela J. Thompson CPA,
P.C. She is also a member of the Arizona Society of Certified Public
Accountants, and Multiple Joys, Inc.
Pamela Thompson has been an independent
CPA since 1993. Prior to 1993, Ms. Thompson practiced public accounting for the
international firm of Arthur Andersen and Pannell Kerr Forester, and a regional
firm Eide, Bailey and Company. Ms. Thompson has been
featured in Wall Street
Journal, Arizona Republic, New Jersey Star, Arizona Women’s Success
Magazine, National Basketball Players Association Magazine, Behind the Bench:
National Basketball Wives Association Magazine.
In
connection with this appointment the Company entered into a three-year
employment agreement with Ms. Thompson. The agreement provides for a base salary
of $150,000 with bonus features she will participate in the Company’s health,
disability and dental benefits, insurance programs, pension and retirement
plans, and all other employee benefit and compensation arrangements available to
other senior officers of the Company. Ms. Thompson also received 1,000,000
shares of common stock of the Company for being a Whistle Blower. The
Company will also reimburse Ms. Thompson for all business expenses incurred
by her in connection with her employment with the
Company. The agreement also provides certain severance provisions in
the event Ms. Thompson’s employment is terminated as a result of her death,
disability, or for Cause (as defined in the agreement).
In
addition to the above, in connection with the appointment of Michael De La Garza
the Chief Executive Officer and President the Company entered into a
three-year employment agreement with Mr. De La Garza. The agreement provides for
a base salary of $250,000 with bonus features he will participate in the
Company’s health, disability and dental benefits, insurance programs, pension
and retirement plans, and all other employee benefit and compensation
arrangements available to other senior officers of the Company. Mr. De La
Garza also received 1,000,000 shares of common stock of the Company for being a
Whistle Blower. The Company will also reimburse Mr. De La Garza for
all business expenses incurred by him in connection with his employment with the
Company. The agreement also provides certain severance provisions in
the event Mr. De La Garza’s employment is terminated as a result of his death,
disability, or for Cause (as defined in the agreement).
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Item
9.01
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Financial
Statements and Exhibits.
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None
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.
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MedCom
USA Incorporated
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Date:
February 20, 2009
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By:
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/s/
Michael De La Garza
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Michael
De La Garza
President
Chief Executive Officer (Principle Executive
Officer)
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MedCom
USA Incorporated
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Date:
February 20, 2009
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By:
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/s/
Pamela Thompson
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Pamela
Thompson
Chief
Financial Officer (Principle Financial
Officer)
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