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): September 3, 2009

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, 32^nd 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):

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

(c)

June Kim was appointed Chief Financial Officer of Cavico Corp. (the “Company”) effective as of September 3, 2009.  Ms. Kim will serve as the Company’s Principal Financial Officer.  Ms. Kim, 53, had been an independent director and member of the audit committee of the Company from April 2009 to August 2009.  Upon her appointment as Chief Financial Officer, she resigned as a member of the Company’s Board of Directors.

Prior to accepting the position of Chief Financial Officer, she worked for Providential Holdings, Inc. from July 2007 to August 2009 as a consultant. She prepared 10Q and 10K filings for public companies and assisted auditors for audits and reviews.  Prior to joining Providential Holdings, Inc., she worked for Stonefield Josephson, a CPA firm, as audit manager from August 2005 through March 2007 and Kabani & Company, Inc., a CPA firm, as a full time audit manager from February 2000 to June 2005.  She is a Certified Public Accountant and holds CPA licenses in the state of Washington and California. She graduated with a Bachelor of Science in accounting degree in 1980 from California State University.  

The Company entered into an Employment Agreement, dated September 3, 2009, with Ms. Kim.  Pursuant to the terms of the Employment Agreement, Ms. Kim will receive a salary of $123,600 and may be entitled to participate in any of the Company’s compensation plans upon the approval by the Company’s Board of Directors.  Ms. Kim will serve as the Company’s Chief Executive Officer until replaced by the Company’s Board of Directors.  The Employment Agreement may be terminated by the Company or June Kim upon 30 days written notice.

(d)

John T. McNicholas, 43, was appointed to the Board of Directors as an independent member of the Board of Directors.  Mr. McNicholas will serve on the Audit Committee and Compensation Committee.  He is currently the President of Vineyards LLC and has served as President since its inception in 2007.  From June 2003 to July 2007, he was the Chief Executive Officer of Penloyd, LLC, a manufacturing company based in Tulsa, Oklahoma.  Prior to his service at Penloyd, he was the Chief Operating Officer for Wachovia Insurance Services from 2000 to 2003 and the Chief Operating Officer for Thunderbird Moulding Company.  Mr. McNicholas has significant financial experience serving as the Chief Financial Officer of American Wood Moulding, working as a Manager at PriceWaterhouseCoopers and an auditor for Deloitte Touche.  He graduated in 1988 from the University of Notre Dame with a B.B.A. in accounting.

Item 9.01.    Financial Statements and Exhibits.

(d)           Exhibits.

10.12

Employment Agreement, dated September 3, 2009, between the Company and June Kim

99.1

Press Release of Cavico Corp. dated September 3, 2009.

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: September 4, 2009	By:	/s/  Timothy Dac Pham
		Name:  Timothy Dac Pham
		Vice President

EX-10.12

EMPLOYMENT AGREEMENT

This Employment Agreement (this "Agreement") is made effective as of September 3, 2009, by and between Cavico Corp ("Cavico"), of 17011 Beach Blvd, Suite 1230, Huntington Beach, California, 92647 and June Kim ("Employee").

WHEREAS, Cavico wishes to employ the Employee as Chief Financial Officer of Cavico pursuant to an Employment Agreement effective August 25, 2009 (the “Agreement”), upon the terms and conditions set forth below;

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and intending to be legally bound hereby, the parties agree as follows:

1.  EMPLOYMENT.  Cavico agrees to employ the Employee, and the Employee agrees to be employed by Cavico, for the period stated in Section 13 hereof and upon the other terms and conditions herein provided.  The Employee shall serve as Chief Financial Officer of Cavico.  The Employee shall be responsible for such duties as are commensurate with her office and shall report to the Chief Executive Officer of Cavico, who shall have the power to expand the Employee’s duties, responsibilities and authority.

2.  BEST EFFORTS OF EMPLOYEE.  Employee agrees to perform faithfully, industriously, and to the best of Employee's ability, experience, and talents, all of the duties that may be required by the express and implicit terms of this Agreement, to the reasonable satisfaction of Cavico.  Such duties shall be provided at such place(s) as the needs, business, or opportunities of Cavico may require from time to time.  

3.  COMPENSATION OF EMPLOYEE.  As compensation for the services provided by Employee under this Agreement, Cavico will pay Employee an annual salary of $123,600.00 payable monthly on the first (1^st) day and fifteenth (15^th) day of each month.  Upon termination of this Agreement, payments under this paragraph shall cease; provided, however, that Employee shall be entitled to payments for periods or partial periods that occurred prior to the date of termination and for which Employee has not yet been paid, and for any commission earned in accordance with Cavico's customary procedures, if applicable.  Accrued vacation will be paid in accordance with state law and Cavico's customary procedures.  This section of the Agreement is included only for accounting and payroll purposes and should not be construed as establishing a minimum or definite term of employment.  

Additional to above mentioned compensation, Employee may be entitled to Cavico’s bonus and/or stock award plan conditioning on the board of directors’ approval.

4.  EXPENSE REIMBURSEMENT.  Cavico will reimburse Employee for "out-of-pocket" expenses incurred by Employee in accordance with Cavico's policies in effect from time to time.

5.  CONFIDENTIALITY.  The Employee shall not at any time, whether before or after the termination of this Agreement, divulge, furnish or make accessible to anyone (other than in the ordinary course of the business of Cavico or any subsidiary thereof) any knowledge or information with respect to confidential or secret designs, processes,

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formulae, plans, devices, material, or research or development work of Cavico or any subsidiary thereof, or with respect to any other confidential or secret aspect of the business of Cavico or any subsidiary thereof.

6.  UNAUTHORIZED DISCLOSURE OF INFORMATION.  If it appears that Employee has disclosed (or has threatened to disclose) Information in violation of this Agreement, Cavico shall be entitled to an injunction to restrain Employee from disclosing, in whole or in part, such Information, or from providing any services to any party to whom such Information has been disclosed or may be disclosed.  Cavico shall not be prohibited by this provision from pursuing other remedies, including a claim for losses and damages.  

7.  CONFIDENTIALITY AFTER TERMINATION OF EMPLOYMENT.  (a)  For a period of one year after the termination of this Agreement, the Employee shall not, directly or indirectly, engage or become interested in (as owner, stockholder, partner or otherwise) the operation of any business similar to or in competition (direct or indirect) with Cavico.  If any court construes the covenant in this Section 7 or any part thereof, to be unenforceable because of its duration or the area covered thereby, the court shall have the power to reduce the duration or area to the extent necessary so that such provision is enforceable.  This paragraph 9(b) shall not apply to Employee’s ownership of less than 5% of the stock of a corporation whose stock is traded on a nationally recognized stock exchange.

(b)  The covenants set forth in this Section 7 shall be deemed separable and the invalidity of any covenant shall not affect the validity or enforceability of any other covenant.  If any period of time or limitation of geographical area stated in Section 7(a) is longer or greater than the maximum period or geographical area permitted by law, then the period of time or geographical area stated therein shall be deemed to be such maximum permissible period of time or geographical area, as the case may be.  All parties recognize that the foregoing covenants are a prime consideration for Cavico to enter into this Agreement and that Cavico's remedies at law for damages in the event of any breach shall be inadequate.  In the event that there is a breach of any of the foregoing covenants, Cavico shall be entitled to institute and prosecute proceedings in any court of competent jurisdiction to enforce specific performance of any such covenants by the Employee or to enjoin the Employee from performing acts in breach of any such covenant.

8.  VACATION.  Employee shall be entitled to 14 of paid vacation for each completed year of employment.  Such vacation must be taken at a time mutually convenient to Cavico and Employee, and must be approved by Cavico.  Requests for vacation shall be submitted to Employee's immediate supervisor 14 days in advance of the requested beginning date.  

The provisions of this Section 8 are subject to change in accordance with Cavico policies in effect from time to time.

9.  SICK LEAVE.  Employee shall be entitled to 6 day(s) paid time, due to illness or for personal business, for each year of employment, with the year to be measured using Employee's starting date as the point of beginning.  Sick leave may not be accumulated from year to year.

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All requests for sick days off shall be made by Employee in accordance with Cavico policies in effect from time to time. The provisions of this Section 9 are subject to change in accordance with Cavico policies in effect from time to time.

10.  PERSONAL LEAVE.  Employee shall be entitled to 6 day(s) unpaid time, for personal business or due to illness, for each year of employment, with the year to be measured using Employee's starting date as the point of beginning. Personal leave benefits may not be converted into cash compensation. Employee's rights to unused personal leave benefits shall be forfeited upon termination of employment. Personal leave may not be accumulated from year to year; unused benefits shall be forfeited.

All requests for personal days off shall be made by Employee in accordance with Cavico policies in effect from time to time.

The provisions of this Section 10 are subject to change in accordance with Cavico policies in effect from time to time.

11.  HOLIDAYS.  Employee shall be entitled to the following holidays with pay during each calendar year:

- New Year's Day

- Memorial Day

- 4th of July

- Labor Day

- Thanksgiving Day

- Christmas Day

The provisions of this Section 11 are subject to change in accordance with Cavico policies in effect from time to time.

12.  INSURANCE BENEFITS.  Employee will be entitled to participate in all benefit plans provided to senior executives of Cavico

13.  TERM/TERMINATION.  Employee's employment under this Agreement shall be for an unspecified term on an "at will" basis. This Agreement may be terminated by Cavico upon 30 days written notice, and by Employee upon 30 days written notice. If Employee is in violation of this Agreement, Cavico may terminate employment without notice and with compensation to Employee only to the date of such termination. The compensation paid under this Agreement shall be Employee's exclusive remedy.

14.  TERMINATION FOR DISABILITY.  Cavico shall have the option to terminate this Agreement, if Employee becomes permanently disabled and is no longer able to perform the essential functions of the position with reasonable accommodation. Cavico shall exercise this option by giving 30 days written notice to Employee.

15.  COMPLIANCE WITH EMPLOYER'S RULES.  Employee agrees to comply with all of the rules and regulations of Cavico.

16.  RETURN OF PROPERTY.  Upon termination of this Agreement, Employee shall deliver to Cavico all property which is Cavico's property or related to Cavico's business

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(including keys, records, notes, data, memoranda, models, and equipment) that is in Employee's possession or under Employee's control. Such obligation shall be governed by any separate confidentiality or proprietary rights agreement signed by Employee.

17.  NOTICES.  All notices required or permitted under this Agreement shall be in writing and shall be deemed delivered when delivered in person or on the third day after being deposited in the United States mail, postage paid, addressed as follows:

Employer:

Cavico Corp

Bui Quang Ha

CEO & Chairman

17011 Beach Blvd, Suite 1230

Huntington Beach, California 92647    

Employee:

June Kim

4902 Seapine Circle,

Huntington Beach, CA 92649

Such addresses may be changed from time to time by either party by providing written notice in the manner set forth above.

18.  ENTIRE AGREEMENT.  This Agreement contains the entire agreement of the parties and there are no other promises or conditions in any other agreement whether oral or written.  This Agreement supersedes any prior written or oral agreements between the parties.

19.  AMENDMENT.  This Agreement may be modified or amended, if the amendment is made in writing and is signed by both parties.

20.  SEVERABILITY.  If any provisions of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable.  If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid or enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.

21.  WAIVER OF CONTRACTUAL RIGHT.  The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Agreement.

22.  APPLICABLE LAW.  This Agreement shall be governed by the laws of the State of California.

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EMPLOYER:

Cavico Corp

By:

___________________________________

Date:  ___September 3, 2009_________

Bui Quang Ha

CEO & Chairman

AGREED TO AND ACCEPTED.

EMPLOYEE:

__________________________________

Date:  __ September 3, 2009________

June Kim

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EX-99.1

Cavico Appoints June Kim as Chief Financial Officer

HANOI, VIETNAM -- September 3, 2009 -- Cavico Corp. (OTC BB: CAVO.OB), a leading infrastructure development company based in Vietnam, today announced that June Kim was named Chief Financial Officer effectively immediately.  Ms. Kim served as an independent Board member on Cavico’s Audit Committee and has resigned from this position to become Chief Financial Officer.

Ms. Kim will be responsible for providing strategic leadership and management direction for all financial aspects of Cavico Corp. She will report to Chief Executive Office at the company’s US offices located in Huntington Beach, California.

"Ms. Kim’s extensive financial and business background brings a wealth of experience and knowledge to the Company. I am confident with this broad experience, she will help Cavico capitalize on its strong growth opportunities and maintain its leadership position as Vietnam’s largest infrastructure development company, all the while ensuring that the Company’s financial reporting and internal controls remain world-class," commented Mr. Hung Manh Tran, executive vice president of Cavico Corp.

Ms. Kim holds CPA licenses in the state of Washington and California. She graduated with a Bachelor of Science in accounting in 1980 from California State University, Los Angeles. Ms. Kim specializes in SEC compliance for audits and preparation of financial statements with disclosures including, Form 10Q and Form 10K. Prior to joining Cavico Corp, Ms. Kim worked for PHI Group, Inc. and True Colors, International as contracted controller and Stonefield Josephson, a CPA firm, as audit manager. From 2000 to 2005, Ms. Kim was with Kabani & Company, Inc., as audit manager.

"I am excited by the opportunity to join Cavico Corp at such a great time. Cavico is a company with a great track record of growth and a clear vision in leading Vietnam’s infrastructure industry,” said Ms. Kim. "I look forward to being part of Cavico’s dynamic growth and working to enhance its communication with shareholders and increase shareholder value."

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 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.

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, 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 factors 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.

Cavico Contact
Timothy Pham, Vice President and Director Cavico Corp. Tel: 714-843-5456 cavicohq@cavico.us CCG Investor Relations Inc.
Roger Ellis, Senior Vice President 10960 Wilshire Blvd., Suite 2050 Los Angeles, CA 90024 Tel: 310- 477-9800 Roger.ellis@ccgir.com http://www.ccgir.com  

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