8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities and Exchange Act of 1934

Date of Report (Date of earliest reported): January 24, 2011

CAVICO CORP.

(Exact name of registrant as specified in charter)

Delaware	0-52870	20-4863704
(State or Other Jurisdiction of	(Commission File Number)	(IRS Employer
Incorporation or Organization)		Identification No.)

17011 Beach Blvd., Suite 1230,

          Huntington Beach, California             92647    

 (Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (714) 843-5456

Copies to:

Gregory Sichenzia, Esq.

Peter DiChiara, Esq.

Sichenzia Ross Friedman Ference LLP

61 Broadway, 32nd Floor

New York, New York 10006

Phone: (212) 930-9700

Fax: (212) 930-9725

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 (see General Instruction A.2. below):

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-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 Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(c)           On January 24, 2011, Cavico Corp. (the “Company”) announced that Philip C. Bolles was appointed Chief Financial Officer.  Mr. Bolles will serve as the Company’s Principal Financial Officer. Mr. Bolles had been an independent director since November 2009 and a member of the audit committee of the Company.  Upon his appointment as Chief Financial Officer, he resigned as a member of the Company’s Board of Directors.

Mr. Bolles will replace June Kim, who resigned as the Company's Chief Financial Officer for personal reasons unrelated to the Company. Ms. Kim will continue to serve the Company as a consultant, her role at Cavico prior to being appointed CFO.

Prior to accepting the position of Chief Financial Officer, Mr. Bolles was a managing consultant at the San Diego-based Global Commercial Strategies Group, where he provided SEC and GAAP financial reporting advisory and compliance services to public companies in the software development, construction, and pharmaceutical industries. From 2007 to 2008, he also served as CFO of Retail Pro, Inc., a retail software company based in La Jolla, California, where he corrected previous financial reporting compliance issues and significantly improved cash flow from operations. From 1989 to 1992, he was Executive Director and CFO of William R. Kennedy & Associates, a consulting firm serving international clients. He graduated with honors from the University of San Diego with a Bachelor of Science degree in Accounting and was licensed as a Certifi ed Public Accountant in California.  

The Company entered into a one-year Employment Agreement with Mr. Bolles.  Pursuant to the terms of the Employment Agreement, Mr. Bolles will receive  (a) a cash salary of US$ 170,000 per year and (b) 2,250 shares of the Company’s unregistered, restricted common stock each month.

(d)           Leonard Hecht was appointed as a member of  the Company’s independent Board of Directors to fill a vacancy due to the resignation of Mr. Bolles.  His appointment was effective immediately. The Board of Directors has appointed Mr. Hecht to serve on the Audit Committee and the Compensation Committee.  

Mr. Hecht joins the Company with over 45 years of management experience, primarily in turnarounds, acquisitions and divestitures, strategic planning and general management consulting. Mr. Hecht has served as the Founder and President of Chrysalis Capital Group, an investment banking firm specializing in mergers and acquisitions, private placements of debt and equity securities, and strategic partnering since 1994. Prior to forming Chrysalis Capital Group, Mr. Hecht served as a Managing Director of Houlihan Lokey Howard & Zukin in the Technology Assessment Group from 1987 to 1993. Prior thereto, Mr. Hecht held various executive level positions with Quantech Electronics Corp., The Donalen Group, Inc. and Xerox Development Corporation. Mr. Hecht received his B.B.A. from City College of New York and attended New York University, School of Law.

Prior to his appointment as a member of the Company’s  independent Board of Directors, Mr. Hecht did not have any material relationship with the Company and there are not any arrangements or understandings between Mr. Hecht or any other persons pursuant to which Mr. Hecht was appointed as a director.  Mr. Hecht does not have any family relationships with any of the Company’s other directors or executive officers.

Item 9.01.    Financial Statements and Exhibits.

(d)           Exhibits.

10.14    Employment Agreement between the Company and Philip Bolles

99.1      Press Release of Cavico Corp. dated January 24, 2011

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.

	CAVICO CORP.
Date: January 26, 2011	By:	/s/  Timothy Dac Pham
		Name:  Timothy Dac Pham
		Vice President

EX-10.14

Exhibit 10.14

EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT (“Agreement”), dated as of January 24, 2011, is made by and between Cavico Corp., a Delaware corporation having its principal office at 17011 Beach Blvd; Suite 1230 Huntington Beach, California 92647 (the “Company”) and Philip Bolles, an individual with a mailing address of 11318 Provencal Place, San Diego, California 92128 (the “Executive”) based upon the following:

In consideration of the terms and conditions hereinafter set forth, the parties agree as follows:

1Employment. The Company shall employ Executive to act as its Chief Financial Officer until December 31, 2011 or until terminated pursuant to Section 7 or Section 8 hereto.

2Services. Executive shall report to the Company’s Board of Directors and shall devote his entire productive time, ability, and attention to the Company’s business during the period of this Agreement.  In his capacity as Chief Financial Officer, Executive shall be primarily responsible for the duties set forth on Exhibit A attached hereto. Executive shall do and perform all services, acts, or things necessary or advisable to discharge his duties under this Agreement, and such other duties as are commonly performed by an employee of his position.  

3Compensation. As compensation for all services to be rendered by Executive hereunder during the Term, the Company agrees to pay to Executive (a) a cash salary of US$ 14,166.67 per month ($170,000 per year), payable in accordance with Company’s standard pay policies and procedures, which currently provide for a semi-monthly payroll period and (b) 2,250 shares of the Company’s unregistered, restricted common stock each month (27,000 shares per year), to be issued to the Executive on or before the fifth business day of each month.

4Expenses.  Executive will work principally from Executive’s office in San Diego and Executive shall travel to Viet Nam and the Company’s offices in Huntington Beach as necessary to work with the Company’s management and accounting staff.  The Company shall reimburse, in accordance with the Company's policies as in effect from time to time, all of Executive's meals and reasonable business expenses, other than costs related to travel to and from the Company’s office in Huntington Beach, California.  Notwithstanding any Company policy to the contrary, the Executive shall be reimbursed for Business Class travel on all international flights and lodging suitable to the Executive to enable the Executive to perform his duties (e.g., provide the Executive with an Internet connection).

5Vacation and Holidays.  Executive shall be entitled 20 days of vacation time each year without loss of compensation.  Executive shall be entitled to recognize without loss of pay all holidays designated as such by banks in California.  Upon the termination of this Agreement, Executive will not be paid for any unused vacation days.

6Personal Conduct.  Executive agrees to comply with all present and future policies, requirements, directions, reasonable requests in connection with the Company’s business.

7Termination of Employment.  The Company or Executive may terminate employment with the Company hereunder by giving 30 days prior written notice to the Board of Directors of the Company if the Company is delisted from the NASDAQ Capital Market and subsequent to such delisting, the Company’s common stock is not quoted on a bulletin board.

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8Termination for Cause.  Notwithstanding anything else in this Agreement, the Company may terminate Executive’s employment immediately if termination is for “Cause.”  For purposes of this Agreement, “Cause” shall mean:

(a)Executive violates any law, rule or regulation applicable to the Company or Executive relating to the business operations of the Company that may have a material adverse effect upon the Company’s business, operations or condition (financial or otherwise);

(b)Executive commits such acts of dishonesty, fraud, misrepresentation, gross negligence or willful misconduct which results in material harm to the Company or its business;

(c)Executive breaches, neglects or does not adequately perform the duties and responsibilities which he is required to perform under the terms of the Agreement; or

(d)the death of the Executive or the Executive’s inability to perform duties assigned to him for a period of 30 days.

The Company may terminate this Agreement for Cause immediately upon written notice of termination to Executive; provided, however, if the Company gives the Executive a notice of termination pursuant to Section 8(c) of this Agreement, then Executive shall be entitled to a period of thirty (30) days from the date of receipt of the written notice of termination to cure the alleged violations.  Except as otherwise set forth in this Section 8, upon any termination, the obligations of Executive and the Company under this Agreement shall immediately cease.  Such termination shall be without prejudice to any other remedy to which the Company may be entitled either at law, in equity, or under this Agr eement.  If Executive’s employment is terminated pursuant to this Section 8, the Company shall pay to Executive (i) Executive’s accrued but unpaid compensation through the effective date of the termination; and (ii) business expenses incurred prior to the effective date of termination.

9Assignment; Survival.  Neither party shall have the right to assign this Agreement or any rights or obligations hereunder without the consent of the other party; provided, however, that this Agreement shall inure to the benefit of and shall be binding upon the successors and assigns of the Company, and their respective successors and assigns, upon liquidation, dissolution or winding up of the Company, or upon any sale of all or substantially all of the assets of the Company, or upon any merger or consolidation of the Company, as t hough successors and assigns of the Company and their respective successors and assigns were the Company.

10Non-Disclosure. Except as required by his duties hereunder, Executive agrees that he will never, during or after his employment with the Company, directly or indirectly, use, publish, disseminate or otherwise disclose any Confidential Information without the prior written consent of the Company.  Upon termination of his employment with the Company, all Confidential Information, including all whether prepared by Executive or others, will be left with or promptly returned by Executive to the Company.

Confidential Information means all secret proprietary information of the Company or any subsidiary of whatever kind or nature disclosed to Executive or known by Executive (whether or not discovered or developed by Executive) as a consequence of or through his employment with the Company. Such proprietary information shall include without limitation, all customers lists, price quotations, costs, price lists, employee information, supplier information, marketing information and strategies and all information relating to the Company, any of which information is not generally known in the industry or in related industries in which the Company or any subsidiary engages in business.

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11Non-Competition.

11.1For a period of one year from the termination of this Agreement, Executive will not personally participate in the competitive bidding process or other contract solicitation from any customer of the Company or on or with respect to any customer, project, facility or installation to which the Company provides services on the date of termination of this Agreement; provided that the Company remains active with the customer, project, facility or installation after the time of the termination.

11.2For a period of one year from the termination of this Agreement, Executive agrees not to recruit or solicit the employment or services of, or induce employees of, the Company or any of the Company’s subsidiaries to terminate their employment.

12Miscellaneous.

(a)           Preparation of Agreement.  It is acknowledged by each party that such party either had separate and independent advice of counsel or the opportunity to avail itself or himself of the same.  In light of these facts it is acknowledged that no party shall be construed to be solely responsible for the drafting hereof, and therefore any ambiguity shall not be construed against any party as the alleged draftsman of this Agreement.

 (c)           Interpretation.  Entire Agreement/No Collateral Representations.  Each party expressly acknowledges and agrees that this Agreement, including all exhibits attached hereto: (1) is the final, complete and exclusive statement of the agreement of the parties with respect to the subject matter hereof and (2) supersedes any prior or contemporaneous agreements, promises, assurances, guarantees, representations, understandings, conduct, proposals, conditions, commitments, acts, course of dealing, warranties, interpretations or terms of any kind, oral or written.  Any agreement hereafter made shall be ineffective to modify, supplement or discharge the terms of this Agreement, in whole or in part, unless such agreement is in writing and sign ed by the party against whom enforcement of the modification or supplement is sought

(d)           Waiver.  No breach of any agreement or provision herein contained, or of any obligation under this Agreement, may be waived, nor shall any extension of time for performance of any obligations or acts be deemed an extension of time for performance of any other obligations or acts contained herein, except by written instrument signed by the party to be charged or as otherwise expressly authorized herein.  No waiver of any breach of any agreement or provision herein contained shall be deemed a waiver of any preceding or succeeding breach thereof, or a waiver or relinquishment of any other agreement or provision or right or power herein contained.

(e)           Severability.  If any term or provision of this Agreement or the application thereof to any person or circumstance shall, to any extent, be determined to be invalid, illegal, or unenforceable under present or future laws effective during the period of this Agreement, then and, in that event: (A) the performance of the offending term or provision (but only to the extent its application is invalid, illegal or unenforceable) shall be excused as if it had never been incorporated into this Agreement, and, in lieu of such excused provision, there shall be added a provision as similar in terms and amount to such excused provision as may be possible and legal, valid and enforceable, and (B) the remaining part of this Agreement (including the application of the offe nding term or provision to persons or circumstances other than those as to which it is held invalid, illegal or unenforceable) shall not be affected thereby and shall continue in full force and effect to the fullest extent provided by law.

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(f)           No Third Party Beneficiary.  Notwithstanding anything else herein to the contrary, the parties specifically disavow any desire or intention to create any third party beneficiary obligations, and specifically declare that no person or entity, other than as set forth in this Agreement, shall have any rights hereunder or any right of enforcement hereof, except the heirs and personal representatives of Executive in the event of Executive’s death or disability.

(g)           Applicable Law.  This Agreement and the rights and remedies of each party arising out of or relating to this Agreement (including, without limitation, equitable remedies) shall be solely governed by, interpreted under, and construed and enforced in accordance with the laws (without regard to the conflicts of law principles thereof) of the State of California, as if this agreement were made, and as if its obligations are to be performed, wholly within the State of California.

(h)           Consent to Jurisdiction; Service of Process.  Any action or proceeding arising out of or relating to this Agreement shall be filed in and heard and litigated solely before the state courts of California located within Orange County.

(i)           No Assignment of Rights or Delegation of Duties by Executive.  Executive’s rights and benefits under this Agreement are personal to him and therefore (i) no such right or benefit shall be subject to voluntary or involuntary alienation, assignment or transfer; and (ii) Executive may not delegate his duties or obligations hereunder.

(j)           Notices.  All notices required or permitted hereunder shall be given or made in writing and shall be sufficiently given by express mail service to the addresses for each party first written above, which shall be effective on the date of receipt, or by email, which shall be effective upon confirmation of delivery by the recipient.

(k)           Counterparts.  This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument, binding on all parties hereto.  Any signature page of this Agreement may be detached from any form hereto by having attached to it one or more additional signature pages.  If a copy or counterpart of this Agreement is originally executed and such copy or counterpart is thereafter transmitted electronically by facsimile or similar device, such facsimile document shall for all purposes be treated as if manually signed by the party whose facsimile signature appears.

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IN WITNESS WHEREOF, the parties have executed this agreement as of the date first above written.

Cavico Corp.

By:_______________________________

Name:   Ha Quang Bui

Title: Chief Executive Officer

EXECUTIVE

By:_______________________________

Philip Bolles

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EXHIBIT A

1.   Preparation of quarterly and annual financial statements in accordance with GAAP, sufficient to present to management and the Company’s independent auditor, including the management of reserves and allowances.

2.   Periodic travel to Vietnam to supervise the Company’s accounting and finance professionals;

3.   Develop, with the Company’s accounting staff, procedures to prepare monthly income statements and balance sheets for the Company and its subsidiaries.

4.   Maximize cash flow, including accounts payable and receivable

5.   Establish systems to maintain accounting records and reports;

6.   Serve as the Company’s Principal Financial Officer and

a.   together with the Company's Principal Executive Officer, develop and supervise and evaluate the effectiveness of the design and operation of the Company's SEC mandated disclosure controls and procedures;

b.   together with the Company's Senior Vice President, develop a budget plan;

c.   evaluate, supervise and negotiate the Company's banking needs and relationships; and

d.   participate in all strategic planning, including providing support to and, once the financial reporting process has been resolved, participating in the Company’s road show activities to obtain investment funds.

7.   Review and assist in the preparation of all periodic SEC reports; and

8.   Prepare a monthly report for the Board of Directors on the changes and improvements in the Company’s internal control systems.

A - 1

EX-99.1

Exhibit 99.1

Cavico Appoints Philip Bolles as Chief Financial Officer

HANOI, Vietnam, Jan. 24, 2011 (GLOBE NEWSWIRE) -- Cavico Corp. (Nasdaq:CAVO - News) ("Cavico" or the "Company"), a major infrastructure construction, infrastructure investment, and natural resources conglomerate based in Vietnam, today announced that Philip Bolles has been named Chief Financial Officer, effective immediately. Mr. Bolles is familiar with Cavico and its businesses from serving as an independent director on Cavico's Board of Directors and its Audit, Compensation, and Nominating committees. He has resigned from the Board of Directors to assume the role of CFO.

Mr. Bolles will replace June Kim, who resigned as the Company's Chief Financial Officer for personal reasons unrelated to the Company. Ms. Kim will continue to serve the Company as a consultant, her role at Cavico prior to being appointed CFO.

Prior to joining Cavico, Mr. Bolles was a managing consultant at the San Diego-based Global Commercial Strategies Group, where he provided SEC and GAAP financial reporting advisory and compliance services to public companies in the software development, construction, and pharmaceutical industries. From 2007 to 2008, he also served as CFO of Retail Pro, Inc., a retail software company based in La Jolla, California, where he corrected previous financial reporting compliance issues and significantly improved cash flow from operations. From 1989 to 1992, he was Executive Director and CFO of William R. Kennedy & Associates, a consulting firm serving international clients. He graduated with honors from the University of San Diego with a Bachelor of Science degree in Accounting and was licensed as a Certified Public Accountant in California.

"Philip brings more than forty years of financial experience to his new role as the Company's Chief Financial Officer. His hands-on knowledge and understanding of accounting and finance, as well as his prior experience working with international companies, will greatly benefit Cavico. I believe he will quickly make positive contributions in his new role," commented Ha Quang Bui, Chairman and Chief Executive Officer of Cavico Corp. "We expect Phil to work closely with our accountants in Vietnam and our auditors in the United States to refine the quality of our financial reports."

Philip Bolles, commenting on his appointment, stated, "I am fully committed to achieving the goals of Cavico in both the U.S. and Vietnam. In addition to strengthening Cavico's financial reporting and the timeliness of its public filings, I intend to optimize Cavico's cash flow management and investment to help Cavico expand its core business operations."

About Cavico Corp.

Cavico Corp. is focused on large infrastructure projects, which include the construction of hydropower facilities, dams, bridges, tunnels, roads, mines and urban buildings. Cavico is also making investments in hydropower facilities, cement production plants, mineral exploration and urban developments in Vietnam. The company employs more than 3,000 employees on projects worldwide, with offices throughout Vietnam and a satellite office in Australia. The Company now has three subsidiaries, Cavico Mining(HSX:MCV), Cavico Industry & Mineral (HNX:CMI), and Cavico Construction Manpower & Services (HNX: CMS), which are listed in Vietnam on the Ho Chi Minh and Hanoi Stock Exchanges.

Founded in 2000, Cavico is a major infrastructure construction, infrastructure investment and natural resources conglomerate headquartered in Hanoi, Vietnam. Cavico is highly respected for its core competency in the construction of mission-critical infrastructure including hydroelectric plants, highways, bridges, tunnels, ports and urban community developments. One of the Company's primary competitive advantages is its ability to nurture a project "from concept through completion" with a vertical portfolio of interrelated investment, permitting, design, construction management and facility maintenance services. Cavico's project partners include top multi-national corporations and government organizations. The Company employs more than 3,000 full-time, part-time, and seasonal workers. For more information, visit http://www.cavicocorp.com. Information on the Company's Web site or any other Web site does not constitute a portion of this release.

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995

This press release contains "forward-looking statements" within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact in this announcement are forward-looking statements, including but not limited to, the Company's ability to obtain the necessary financing to continue and expand operations, to market its construction services in new markets and to offer construction services at competitive pricing, the Company's ability to complete projects in the time frame specified; anticipated revenue from the projects to attract and retain management, and to integrate and maintain technical information and management information systems; the effects of currency policies and fluctuations, general economic conditions and other factor s detailed from time to time in the Company's filings with the United States Securities and Exchange Commission and other regulatory authorities. These statements include, without limitation, statements regarding our ability to prepare the Company for growth; the Company's planned expansions, and predictions and guidance relating to the Company's future financial performance. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Contact:

Cavico Corp.

Timothy Pham

Vice President and Director

+1-714-843-5456

cavicohq@cavico.us

Investor Relations Contact:

Dave Gentry

RedChip Companies, Inc.

800-733-2447, Ext. 104

407-644-4256, Ext. 104

info@redchip.com