UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
Proxy
Statement Pursuant to Section 14(a) of the Securities
Exchange
Act of 1934 (Amendment No. )
Filed
by
the Registrant
x
Filed
by
a Party other than the Registrant
o
Check
the
appropriate box:
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¨
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Preliminary
Proxy Statement
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¨
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Confidential,
for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
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x
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Definitive
Proxy Statement
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¨
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Definitive
Additional Materials
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¨
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Soliciting
Material Pursuant to Rule
§240.14a-12
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KAL
Energy, Inc.
(Name
of
Registrant as Specified In Its Charter)
(Name
of
Person(s) Filing Proxy Statement, if other than the Registrant)
Payment
of Filing Fee (Check the appropriate box):
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¨
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$125
per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item
22(a)(2) of Schedule 14A.
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¨
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Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
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1.
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Title
of each class of securities to which transaction
applies:
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2.
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Aggregate
number of securities to which transaction
applies:
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3.
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Per
unit price or other underlying value of transaction computed pursuant
to
Exchange Act Rule 0-11 (set forth the amount on which the filing
fee is
calculated and state how it was
determined):
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4.
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Proposed
maximum aggregate value of
transaction:
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¨
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Fee
paid previously with preliminary
materials.
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¨
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Check
box if any part of the fee is offset as provided by Exchange Act
Rule
0-11(a)(2) and identify the filing for which the offsetting fee was
paid
previously. Identify the previous filing by registration statement
number,
or the Form or Schedule and the date of its
filing.
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1.
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Amount
Previously Paid:
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2.
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Form,
Schedule or Registration Statement
No.:
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NOTICE
OF ANNUAL MEETING OF STOCKHOLDERS
To
Be Held June 23, 2008
To
the
Stockholders of KAL Energy, Inc.:
You
are
cordially invited to attend the 2008 Annual Meeting of Stockholders (the “Annual
Meeting”) of KAL Energy, Inc. on June 23, 2008 at 5:00 p.m., Singapore time. The
Annual Meeting will be held at our offices at 9 Temasek Blvd., Ste. 16-02A,
Suntec Tower Two, Singapore 038989 for the following purposes, as more fully
described in the accompanying proxy statement:
1.
To
ratify
the selection of Kabani & Company, Inc. as our independent registered public
accounting firm for the fiscal year ending May 31, 2008.
2.
To
transact such other business as may properly come before the Annual Meeting
or
any adjournment or postponement thereof.
Only
stockholders of record at the close of business on May 22, 2008 will be entitled
to vote at the Annual Meeting or any adjournment or postponement thereof.
By
Order
of the Board of Directors
/s/
William Bloking
William
Bloking
Chairman
of the Board of Directors
and
President
Singapore
May
23,
2008
Your
vote is important. To vote your shares by proxy you may sign, date and return
in
the envelope provided the enclosed proxy card. Please return the enclosed proxy
card promptly to ensure your proxy arrives in sufficient
time.
PROXY
STATEMENT
INFORMATION
CONCERNING SOLICITATION AND VOTING
GENERAL
The
enclosed proxy is solicited on behalf of our Board of Directors for use at
the
2008 Annual Meeting of Stockholders (the “Annual Meeting”) to be held on June
23, 2008 at 5:00 p.m., Singapore time, at our offices at
9
Temasek Blvd., Ste. 16-02A, Suntec Tower Two, Singapore 038989, at which time
stockholders of record as of May 22, 2008 will be entitled to
vote
.
On
April 30, 2008, we had 126,528,600 shares of common stock outstanding.
We
intend
to mail this proxy statement and the accompanying proxy card on or about May
23,
2008 to all stockholders entitled to vote at the Annual Meeting. Our principal
executive offices are located at 93-95 Gloucester Place, London W1U 6JQ United
Kingdom.
VOTING
The
shares of common stock constitute our only outstanding class of voting
securities. The presence in person or by proxy of the holders of a majority
of
the common stock issued and outstanding constitutes a quorum for the transaction
of business at the Annual Meeting. Each stockholder of record is entitled to
one
vote for each share of common stock held as of the record date on each matter
to
be voted on at the Annual Meeting. For purposes of the quorum and the discussion
below regarding the vote necessary to take stockholder action, stockholders
of
record who are present at the Annual Meeting in person or by proxy and who
abstain, including brokers holding customers’ shares of record who cause
abstentions to be recorded at the Annual Meeting, are considered stockholders
who are present and entitled to vote and count toward the quorum. Brokers
holding shares of record for customers generally are not entitled to vote on
certain matters unless they receive voting instructions from their customers.
Ratification
of the selection of Kabani & Company, Inc. as our independent registered
public accounting firm for the fiscal year ending May 31, 2008 requires the
affirmative vote of a majority of the shares present or represented and entitled
to be voted at the Annual Meeting
and
,
therefore
,
abstentions
are
counted as
votes
against the proposal
and
broker
non-votes
are
not
counted
.
Shares
of
common stock represented by a properly executed proxy received in time for
the
Annual Meeting will be voted as specified therein, unless the proxy previously
has been revoked. Unless otherwise specified in the proxy, the persons named
therein will vote
FOR
ratification
of the selection of Kabani & Company, Inc. as our independent registered
public accounting firm for the fiscal year ending May 31, 2008. As to any other
business properly submitted to stockholders at the Annual Meeting, the persons
named in the proxy will vote as recommended by the Board of Directors or, if
no
recommendation is given, in their discretion.
HOW
TO VOTE
You
may
vote by proxy or in person at the Annual Meeting. To vote by proxy, you may
mail
your signed and dated proxy card in the envelope provided. Even if you plan
to
attend the Annual Meeting, you are recommended to vote by proxy prior to the
Annual Meeting. You can always change your vote as described below.
REVOCABILITY
OF PROXIES
Any
person giving a proxy pursuant to this solicitation has the power to revoke
it
at any time before it is voted. It may be revoked by the holder of record by
filing with the Secretary of the Company at the address above, a written notice
of revocation or a new duly executed proxy bearing a date later than the date
indicated on the previous proxy, or it may be revoked by the holder of record
attending the Annual Meeting and voting in person. Attendance at the Annual
Meeting will not, by itself, revoke a proxy.
SOLICITATION
We
will
bear the entire cost of proxy solicitation, including costs of preparing,
assembling, printing and mailing this proxy statement, the proxy card and any
additional material furnished to stockholders. Copies of the solicitation
materials will be furnished to brokerage houses, fiduciaries and custodians
holding in their names shares of common stock beneficially owned by others,
to
forward to such beneficial owners. We may, if deemed necessary or advisable,
retain a proxy solicitation firm to deliver solicitation materials to beneficial
owners and to assist us in collecting proxies from such individuals. We may
reimburse persons representing beneficial owners of shares for their expenses
in
forwarding solicitation materials to such beneficial owners. Original
solicitation of proxies by mail may be supplemented by telephone, electronic
mail or personal solicitation by our directors, officers or other regular
employees. No additional compensation will be paid to directors, officers or
other regular employees for such services.
PROPOSAL
ONE
RATIFICATION
OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
The
Board
of Directors has selected Kabani & Company, Inc. to continue as the
independent registered public accounting firm for the fiscal year ending May
31,
2008. We are asking the stockholders to ratify the selection of Kabani &
Company, Inc. as the independent registered public accounting firm to audit
our
consolidated financial statements for the fiscal year ending May 31, 2008 and
to
perform other appropriate services. Kabani & Company, Inc. audited our
financial statements for the
fiscal
year
ended May 31, 2007.
No
representatives of Kabani & Company, Inc. will be present at the Annual
Meeting to respond to stockholders’ questions. However, we will
provide
contact
information for Kabani and
Company,
Inc. to any stockholders
who
would like to contact the firm with questions.
Changes
In Accountants
On
February 22, 2007, Morgan & Company notified us that it would resign as our
independent registered public accounting firm, effective upon our appointment
of
a successor firm.
On
March
6, 2007, the Board of Directors engaged Kabani & Company, Inc. to serve as
our independent registered public accounting firm, effective as of such
date.
The
audit
reports of Morgan & Company on our financial statements for the fiscal years
ended May 31, 2006 and 2005 contained no adverse opinion or disclaimer of
opinion, and were not qualified or modified as to uncertainty, audit scope
or
accounting principles, except as follows: the audit report dated August 4,
2006
for the fiscal year ended May 31, 2006 contained a qualification as to
uncertainty.
During
the period from June 1, 2005 to the date of Morgan & Company’s resignation,
there were no disagreements between us and Morgan & Company on any matter of
accounting principles or practices, financial statement disclosure or auditing
scope or procedures which, if not resolved to Morgan & Company’s
satisfaction, would have caused it to make reference to the subject matter
of
the disagreement in connection with its reports.
We
provided Morgan & Company with a copy of these disclosures and requested
that Morgan & Company furnish us with a letter addressed to the Securities
and Exchange Commission stating whether Morgan agreed with the statements that
we made. The letter from Morgan is attached as Exhibit 16.1 to our Current
Report on Form 8-K filed with the SEC on March 12, 2007.
As
part
of its engagement as our independent registered public accounting firm, Kabani
& Company, Inc. conducted a review of our balance sheet for the period ended
February 28, 2007, and the related statements of operations and cash flows
for
the nine-month period ending February 28, 2007.
During
the period from June 1, 2005 to the date of our engagement of Kabani &
Company, Inc., neither we, nor anyone acting on our behalf, consulted with
Kabani & Company, Inc. regarding (i) the application of accounting
principles to a specified transaction, either completed or proposed, or the
type
of audit opinion that might be rendered on our financial statements, or (ii)
any
of the matters or events set forth in Item 304(a)(2)(ii) of Regulation
S−B.
Pre-Approval
Policy for Audit or Non-Audit Services
The
Board
and the Audit Committee reviews and pre-approves all audit and non-audit
services to be performed by our independent registered public accounting firm,
Kabani & Company, Inc., subject to certain de minimis exceptions. Such
pre-approval is on a project by project basis. During 2007, Kabani &
Company, Inc. did not provide us any non-audit services.
Audit
Fees
The
following table sets forth the aggregate fees billed to us by Morgan &
Company and Kabani & Company, Inc., respectively for the fiscal years ended
May 31, 2006 and May 31, 2007:
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Name
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Fiscal Year
2007
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Percentage of Fiscal
Year 2007 Services
Approved by Audit
Committee or Board of
Directors
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Fiscal Year
2006
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Percentage of Fiscal
Year 2006 Services
Approved by Audit
Committee or Board of
Directors
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Audit
Fees
(1)
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$
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45,000
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100
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%
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$
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100
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%
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Audit-Related
Fees
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20,964
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—
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—
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—
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Tax
Fees
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—
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—
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—
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—
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All
Other Fees
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—
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—
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—
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—
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Total
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$
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65,964
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(1)
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Includes
fees for professional services rendered for the audit of our annual
financial statements, reviews of the financial statements included
in
quarterly reports on Form 10-Q and services that are normally provided
by
our independent registered public accounting firm in connection with
our
statutory and regulatory filings.
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Recommendation
of the Board of Directors
THE
BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” RATIFICATION OF THE SELECTION OF
KABANI & COMPANY, INC. AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FOR THE FISCAL YEAR ENDING MAY 31, 2008.
Report
of the Audit Committee of the Board of Directors
Management
is responsible for our internal control over financial reporting and for the
preparation of the consolidated financial statements in accordance with
generally accepted accounting principles. Our independent registered public
accounting firm is responsible for performing an independent audit of our
consolidated financial statements in accordance with standards of the Public
Company Accounting Oversight Board (United States) and to issue a report on
the
Company’s financial statements. The Audit Committee’s responsibility is to
monitor and oversee these processes.
In
this
context, the Board of Directors has met and held discussions with management
and
the independent registered public accounting firm. Management represented to
the
Board of Directors that our consolidated financial statements were prepared
in
accordance with generally accepted accounting principles, and the Board of
Directors has reviewed and discussed the consolidated financial statements
with
management and the independent registered public accounting firm. The Board
of
Directors discussed with the independent registered public accounting firm
matters required to be discussed by Statement on Auditing Standards No. 61
(Communications with Audit Committees, as amended).
Our
independent registered public accounting firm also provided to the Board of
Directors the written disclosure required by Independence Standards Board
Standard No. 1 (Independence Discussions with Audit Committees), and the Board
of Directors discussed with the independent registered public accounting firm
the independent registered public accounting firm’s independence.
Based
upon the Board of Director’s discussions with management and the independent
registered public accounting firm and the Board of Director’s review of the
representations of management and the report of the independent registered
public accounting firm to the Audit Committee, the Board of Directors
recommended that the audited consolidated financial statements be included
in
our Annual Report on Form 10-KSB for the fiscal year ended May 31, 2007 filed
with the Securities and Exchange Commission.
Members
of the Audit Committee
William
Bloking
Antonio
Varano
The
material in this report is not “soliciting material” and is not deemed filed
with the Securities and Exchange Commission and is not to be incorporated by
reference in any filing of the Company under the Securities Act of 1933, as
amended, or the Securities Exchange Act of 1934, as amended, whether made before
or after the date hereof and irrespective of any general incorporation language
in any such filing.
DEADLINE
FOR RECEIPT OF
STOCKHOLDER
PROPOSALS FOR 2009 ANNUAL MEETING
If
we
hold our 2009 annual meeting of stockholders on or about the same time as this
year’s Annual Meeting, then any stockholder desiring to submit a proposal for
action at the 2009 annual meeting of stockholders should arrange for such
proposal to be delivered to us at our principal place of business no later
than
January
24,
2009, in
order to be considered for inclusion in the our proxy statement relating to
that
meeting. However, if we hold our 2009 annual meeting of stockholders on a date
that is more than 30 days earlier or later than this year’s Annual Meeting, then
a stockholder proposal must be received by us at our principal place of business
in a reasonable amount of time prior to when we begin to print and mail our
proxy materials. Matters pertaining to such proposals, including the number
and
length thereof, the eligibility of persons entitled to have such proposals
included and other aspects are regulated by the Securities Exchange Act of
1934,
as amended, rules and regulations of the SEC and other laws and regulations.
SEC
rules
also establish a different deadline, the discretionary vote deadline, for
submission of stockholder proposals that are not intended to be included in
our
proxy statement with respect to discretionary voting. The discretionary vote
deadline for the 2009 annual meeting of stockholders is April
8,
2009
(which is at least 45 calendar days prior to the anniversary of the mailing
date
of this proxy statement). If a stockholder gives notice of such a proposal
after
the discretionary vote deadline, the our proxy holders will be allowed to use
their discretionary voting authority to vote against the stockholder proposal
when and if the proposal is raised at our 2009 annual meeting of stockholders.
We
were
not notified of any stockholder proposals to be addressed at this Annual
Meeting. Because we were not provided notice of any stockholder proposal to
be
included in the proxy statement within a reasonable time before mailing, we
will
be allowed to use our voting authority if any stockholder proposals are raised
at the meeting.
OTHER
BUSINESS
The
Board
of Directors is not aware of any other matter which may be presented for action
at the Annual Meeting. Should any other matter requiring a vote of the
stockholders arise, it is intended that the proxy holders will vote on such
matters in accordance with their best judgment.
BY
ORDER OF THE BOARD OF DIRECTORS
William
Bloking
Chairman
of the Board of Directors and President
May
23,
2008
PROXY
KAL
ENERGY, INC.
Proxy
Solicited by the Board of Directors
Annual
Meeting of Stockholders – June 23, 2008
The
undersigned hereby nominates, constitutes and appoints
William
Bloking
and
Jorge Nigaglioni, and each of them individually, the attorney, agent and proxy
of the undersigned, with full power of substitution, to vote all stock of KAL
ENERGY, INC. which the undersigned is entitled to represent and vote at the
2008
Annual Meeting of Stockholders to be held at the company’s offices at 9 Temasek
Blvd., Ste. 16-02A, Suntec Tower Two, Singapore 038989 on June 23, 2008 at
5:00
p.m., Singapore time, and at any and all adjournments or postponements thereof,
as fully as if the undersigned were present and voting at the meeting, as
follows:
THE
DIRECTORS RECOMMEND A VOTE “FOR” ITEM 1.
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1.
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RATIFICATION
OF KABANI & COMPANY, INC. AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR THE FISCAL YEAR ENDING MAY 31,
2008:
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o
FOR
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o
AGAINST
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o
ABSTAIN
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IN
THEIR DISCRETION, ON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING
OR ANY ADJOURNMENT THEREOF.
IMPORTANT—PLEASE
SIGN AND DATE ON OTHER SIDE AND RETURN PROMPTLY
THE
SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED BY THE STOCKHOLDER.
WHERE NO DIRECTION IS GIVEN, SUCH SHARES WILL BE VOTED “FOR” THE RATIFICATION OF
KABANI & COMPANY, INC. AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING MAY 31, 2008.
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Date:
_______________________
,
2008
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(Signature
of stockholder)
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Please
sign your name exactly as it appears hereon. Executors, administrators,
guardians, officers of corporations and others signing in a fiduciary
capacity should state their full titles as
such.
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WHETHER
OR NOT YOU PLAN TO ATTEND THE MEETING, YOU ARE URGED TO SIGN AND RETURN THIS
PROXY, WHICH MAY BE REVOKED AT ANY TIME PRIOR TO ITS USE.
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