UNITED STATES
SECURITIES 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): March 25, 2006
ERHC ENERGY INC.
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(Exact name of registrant as specified in its charter)
Colorado 000-17325 88-0218499
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(State of organization) (Commission File Number) (IRS Employer
Identification No.)
5444 Westheimer Road, Suite 1570 77056
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Houston, TX
(Address of principal executive offices) (Zip Code)
Registrant's Telephone Number, including area code: (713) 626-4700
Former name or former address, if changed since last report: Not Applicable
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
|_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a- 12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
Effective March 25, 2006, the board of ERHC Energy Inc. ("Company") took the
following decisions and carried out the following actions:
1. The number of members on the board of directors was increased from five to
seven. The following new directors were appointed to fill the vacancies
resulting from the increase:
i. Clement Nwizubo, CPA ii. Franklin Ihekwoaba, CPA
2. Mr. Nwizubo shall serve as a non-executive director while Mr. Ihekwoaba shall
be an executive director.
3. The audit committee of the Company, made up of Walter Brandhuber and Nicolae
Luca, both not being independent directors within the meaning of the
regulations, was dissolved and a new audit committee constituted. The new audit
committee is made up of the following non-executive directors:
i. Howard Jeter ii. Andrew Uzoigwe iii. Clement Nwizubo
4. Mr. Clement Nwizubo, being a person qualified to be audit committee chairman
and financial expert was appointed the chairman and financial expert of the
audit committee.
5. A new executive position of "Vice President (Finance)" was created in the
Company's executive structure to subsume and replace the current position and
title of "Chief Financial Officer." The holder of the new position of Vice
President (Finance) shall be the chief financial and principal accounting
officer as well as treasurer of the Company. The holder of the new position
shall be a member of the board.
6. Mr. Ike Okpala, the holder of the defunct position and title of "Chief
Financial Officer" resigned from the position immediately before its vacation by
the board and was re-assigned to the Company's imminent operations in the
Nigeria - Sao Tome & Principe Joint Development Zone ("JDZ").
7. Mr. Franklin Ihekwoaba was appointed the Vice President (Finance) of the
Company, in which capacity he becomes the chief financial and principal
accounting officer as well as the treasurer of the Company.
Mr. Nwizubo, 54, is currently President of Clement E. Nwizubo, CPA, PC, a
New-York based firm which he founded in 1987. From 1985 to 1987, Mr. Nwizubo was
the Manager of Financial and Accounting Reporting at Primerica Corporation. From
1983 to 1985, he was the Audit Manager of Watson Rice and Company. Between 1980
and 1983 he worked as a senior accountant with Stewart Benjamin and Brown. Mr.
Nwizubo is a Certified Public Accountant. He took a BS in Accounting and
Business Administration in 1977 from Oneonta State College, NY and an MBA in
1980 from Fordham University. Mr. Nwizubo is a US citizen.
Mr. Franklin Ihekwoaba, 42, worked as a Group Head, Strategy, Finance and Risk
Management, in Oando Plc, Lagos, from December 2004 to December 2005. Prior to
that, he had worked with PricewaterhouseCoopers Limited in Nigeria from October
2001 to October 2004. From 1998 to 2001, Mr. Ihekwoaba worked with
PricewaterhouseCoopers LLP in Arlington, VA as a senior consultant. He was a
consultant to the Congressional Black Caucus Foundation, Washington DC, during
1998. From 1994 to 1998, he had served as Interim Director, Finance and
Accounting, of Blackhawk, Suitland, MD. He was a financial consultant at Howard
Hughes Medical Institute, Chevy Chase, MD, from August 1997 to August 1998. From
1992 to 1997, he was an accountant with the Montgomery County Housing
Opportunities Commission, Kensington, MD. From 1989 to 1992, he was accounting
manager at the St John's Child Development Center, Washington DC. From 1988 to
1989, he was a property accountant at ADM Property Management and Development,
Washington DC. Mr. Ihekwoaba has a B.S. Accounting and Finance from the
University of Minnesota, which he took in 1987. In 1992, he took an MBA in
Financial Management and, in 1993, an MBA in Computer Information Systems from
Southeastern University. He has attended financial analysis courses at the
Harvard Business School. Mr. Ihekwoaba is a US citizen.
There is no arrangement or understanding between either Mr. Nwizubo or Mr.
Ihekwoaba and any other person pursuant to which Mr. Nwizubo or Mr. Ihekwoaba
was selected as a director. Neither Mr. Nwizubo nor Mr. Ihekwoaba has a family
relationship with any officer or director of the Company. Further, neither Mr.
Nwizubo nor Mr. Ihekwoaba has been involved with a related transaction or
relationship as defined by Item 404(a) of Regulation S-K between the Company and
him. As of the date of the filing of this report, it has been determined that
Mr. Nwizubo will serve on the audit committee as the committee's chairman and
financial expert. Mr. Ihekwoaba has not been appointed to any committee for the
time being.
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.
ERHC Energy Inc.
By: /s/ Walter Brandhuber
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Walter Brandhuber, President/CEO
By: /s/ Peter Ntephe
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Peter Ntephe, Company Secretary.
DATE: March 30, 2006