SECURITIES AND EXCHANGE COMMISSION
FORM S-8
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REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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MarketCentral.net Corp.
(Exact name of registrant as specified in charter)
formerly
All American Consultant Aircraft, Inc.
Great American Leasing, Inc.
Texas 76-0270330
(Jurisdiction of Incorporation) (I.R.S. Employer Identification No.)
300 Mercer Street, Suite 26J, New York NY 10003
(Address of principal executive offices) (Zip Code)
ATTORNEY DISCLOSURE AND
SPECIAL RELATIONSHIP AGREEMENT
(Full Title of Plan)
William Stocker
Attorney at Law
34700 Pacific Coast Highway, Suite 303
CAPISTRANO BEACH CA 92624
PHONE (949) 248-9561 FAX (949) 248-1688
(Agent for Service)
September 10, 1999
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CALCULATION OF REGISTRATION FEE (1)
<TABLE>
<CAPTION>
=======================================================================================================================
PROPOSED PROPOSED
TITLE OF SECURITIES TO AMOUNT TO BE MAXIMUM MAXIMUM AMOUNT OF
BE REGISTERED REGISTERED OFFERING PRICE AGGREGATE REGISTRATION
PER UNIT OFFERING PRICE FEE
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
$0.0001 par value 36,032 $1.50 $54,047 $100.00
Common Stock shares per share
=======================================================================================================================
</TABLE>
(1) The securities of the Issuer are presently trading or listed for trading on
the Non-NASDAQ Bulletin Board of the NASD or elsewhere. The price is determined
accordingly by reference to the last trading date, September 8, 1999, average
close, discounted by 20%.
<PAGE>
PART II
Item 3. Incorporation of Documents by Reference.
The following documents are incorporated by reference as though fully set
forth herein, and all documents subsequently filed by this Registrant pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which de-registers all securities then
remaining unsold, shall be deemed to be incorporated by reference in the
Registration Statement and a part hereof from the date of filing of such
documents:
(a) The Registrant's Form 10-SB containing Audited Financial Statements for
the Registrant's last fiscal year;
(b) All other Reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act, since the end of the fiscal year covered by the Registrant's last
Annual Report; and
(c) The Issuer's Common Equity Voting Stock ("Common Stock") Registered
under ss.12(g) of the 1934 Act, as described in Form 10-SB. Each share is
entitled to one vote; all shares of the class share equally in dividends and
liquidation rights. Pursuant to the laws of Texas a majority of all shareholders
entitled to vote at a shareholders meeting regularly called upon notice may take
action as a majority and give notice to all shareholders of such action. No
market presently exists for the securities of this Issuer.
Item 4. Description of Securities. Not Applicable. See Item 3(c).
Item 5. Interests of Named Experts and Counsel.
William Stocker, Special Securities Counsel for the Issuer, is also General
Counsel of Intrepid International, the service provider, and has an indirect
interest in the securities requested to be issued.
Item 6. Indemnification of Directors and Officers.
The following provision is contained in the Articles of Incorporation, in
Article IX, provides:
"Each Director and officer or former Director or officer or any person
who may have served at the request of this corporation as a Director or
officer of another corporation in which this corporation owns shares of
capital stock or of which this corporation is a creditor (and their heirs,
executors, and administrators) may be indemnified by the corporation
against reasonable costs and expenses incurred by him in connection with
any action, suit, or proceeding to which he may be made a party by reason
of his being or having been such Director or officer, except in relation to
any actions, suits, or proceedings in which he has been adjudged liable
because of willful misfeasance, bad faith, gross negligence, or reckless
disregard of the duties involved in the conduct of his office, or in the
event of a settlement, each Director and officer (and his heirs, executors,
and administrators) may be indemnified by the corporation against payments
made, including reasonable costs and expenses, provided that such indemnity
shall be conditioned upon the prior determination by a resolution of
two-thirds (2/3) of those members of the Board of Directors of the
corporation who are not involved in the action, suit, or proceeding that
the Director or officer has no liability by reason of willful misfeasance,
bad faith, gross negligence, or reckless disregard of the duties involved
in the conduct of his office, and provided further that if a majority of
the members of the Board of Directors of the corporation are involved in
the action, suit, or proceedings, such determination shall have been made
by a written opinion of independent counsel. Amounts paid in settlement
shall not exceed costs, fees, and expenses which would have been reasonable
if the action, suit, or proceeding had been litigated to a conclusion. Such
a determination by the Board of Directors, or by independent counsel, and
the payments of
<PAGE>
amounts by the corporation on the basis thereof shall not prevent a
shareholder from challenging such indemnification by appropriate legal
proceedings on the grounds that the person indemnified was liable to the
corporation or its security holders by reason of willful misfeasance, bad
faith, gross negligence, or reckless disregard of the duties involved in
the conduct of his Office. The foregoing rights and indemnification shall
not be exclusive of any other rights to which the officers and Directors
may be entitled according to law."
Item 7. Exemption from Registration Claimed.
Not Applicable. No restricted securities are re-offered or resold pursuant
to this Registration Statement.
Item 8. Exhibits.
Provided as an exhibit hereto is an Opinion of Counsel respecting the
legality of the issuance of the securities covered by this Registration
Statement. Counsel also treats the following facts: the Financial Services
Agreement is not a qualified plan of any kind or sort. Receipt of the Securities
covered by this Registration Statement will be treated as the equivalent of cash
received for services as ordinary income. The Securities are issued in
compensation for services at the rate of $1.50 per share per $1.50 of services
performed.
Item 9. Undertakings.
Not Applicable.
SIGNATURES
The Registrant, pursuant to the requirements of the Securities Act of 1933,
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, on September 10, 1999.
MarketCentral.net Corp.
A TEXAS CORPORATION
by
/s/ /s/
- ------------------------------- -------------------------------
Roy Spectorman Gerald Yakimishyn
PRESIDENT/DIRECTOR SECRETARY/DIRECTOR
<PAGE>
Exhibit 1
ATTORNEY DISCLOSURE AND
SPECIAL RELATIONSHIP AGREEMENTS
<PAGE>
ATTORNEY DISCLOSURE AND
SPECIAL RELATIONSHIP AGREEMENT
William Stocker
ATTORNEY AT LAW
This Agreement is made by and between INTREPID INTERNATIONAL, LTD., a Nevada
Corporation, (hereafter "Intrepid"), and MARKETCENTRAL.NET CORP. a Texas
Corporation, (hereafter "Intrepid-Client"), and WILLIAM STOCKER, Intrepid's
General Counsel, and dated July 1, 1999. In consideration of the mutual promises
contained herein, and on the terms and conditions herein set forth, the parties
agree as follows:
A. SUMMARY.
MarketCentral.net Corp. has employed Intrepid International, Ltd. to
perform certain financial services to Client, some of which services are to be
provided for Client, and in the Client's name, by attorneys with established and
continuing relationship to Intrepid. The purpose of this agreement is to provide
full written disclosure, and to define special character of both the ostensible
and actual relationships between the parties.
WILLIAM STOCKER is actually General Counsel of Intrepid International, Ltd.
WILLIAM STOCKER will be authorized by this agreement to act as ostensible
Special Securities Counsel for MarketCentral.net Corp..
B. RECITALS
1. Intrepid Retainer Agreement. Intrepid International, Ltd. is or will be
hereby retained as financial services consultants for the Intrepid-Client,
pursuant to that certain FINANCIAL SERVICES CONSULTING AGREEMENT of even
date herewith. Among the services contemplated to be provided by that
Agreement are the services of its General Counsel WILLIAM STOCKER, attorney
at law, as Special Securities Counsel for the Intrepid-Client.
2. Intrepid General Counsel. William Stocker, attorney at law, is General
Counsel to Intrepid, first and foremost and always, and this paramount
status and relationship has been and is hereby fully disclosed, in
connection with the Intrepid-Client's consideration of the potential
services of William Stocker as Special Counsel with Limited Authority, in
connection with, and only in connection with the services requested and
agreed to between Intrepid and the Intrepid-Client.
3. Definition of "Special Counsel with Limited Authority". As used in this
Attorney Disclosure Agreement, this expression shall have the following
meaning, consistently and without exception: Intrepid General Counsel is
authorized, where appropriate to employ the designation "Special Counsel"
or "Special Securities Counsel" for the Intrepid-Client, in connection
with, and only in connection with services to and for the Intrepid-Client
requested by the Intrepid-Client to be performed by Intrepid pursuant to
the FINANCIAL SERVICES CONSULTING AGREEMENT of even date herewith. Intrepid
General Counsel, as between such Counsel and the Intrepid-Client, is not
Intrepid-Client's Counsel, nor counsel to the Intrepid-Client generally, or
in any other manner than specified in this
<PAGE>
Attorney Disclosure and
Special Relationship Agreement
William Stocker
ATTORNEY AT LAW Page 2
definition. Special Counsel will not take action which is not authorized by
the Intrepid- Client nor represent to any person any general authority to
speak for or bind the Intrepid- Client in any manner."
4. Intrepid-Client's right to decline the relationship. The Intrepid-Client
has been informed, and is informed hereby, that the Intrepid-Client is not
required to join in the special relationship disclosed and defined herein.
Intrepid-Client may employ or require its own counsel or independent
counsel for any and all purposes at its expense and in addition to its
obligations to Intrepid. The Intrepid-Client is advised to retain its own
counsel, as appropriate, to review and advise the Intrepid-Client as to any
matter arising from its relationship to Intrepid or Intrepid's Counsel.
5. Management's Preference. It is the desire of sophisticated management
that the unnecessary expense of cumulative counsel with respect to purely
technical matters is not warranted, necessary or appropriate, with respect
to the limited authority and scope of the Special Counsel relationship, as
defined, and that no conflict of interest exists or is likely to arise from
the strict and precise observance of that relationship as defined.
Accordingly management understands, accepts and affirmatively requests such
an arrangement.
C. SPECIAL COUNSEL AGREEMENT
1. Special Counsel. The Intrepid-Client and Intrepid Counsel hereby agree
and adopt that special technical relationship of Special Counsel with
Limited Authority as defined hereinabove, for the sole and separate purpose
of allowing Intrepid Counsel to perform services appropriate to the
services of Intrepid requested by the Intrepid-Client.
2. Billings. Special Counsel (Intrepid's Counsel) shall invoice and bill
applicable time and services to Intrepid, separately with respect to
matters applicable to this Intrepid- Client. Time shall be billable at
$250.00/hr, and such incidental secretarial services shall be billable at
$85.00/hr, as may be reasonably and necessarily performed by its secretary.
Additional services may be performed by subcontractor attorneys, subject to
arrangements approved by the Intrepid-Client in advance. Intrepid shall be
responsible, as between Intrepid and its counsel, for the compensation and
discharge of its Counsel's billings. Intrepid shall include Counsel's
segregated billings along with its own, and, as between Intrepid and the
Intrepid-Client, the Intrepid-Client shall be responsible to Intrepid for
the total of its own and Counsel's billings.
3. Termination. The terms of this agreement may be terminate by either
Intrepid-Client or Special Counsel at any time upon written or other
reasonable notice to the other.
4. Miscellaneous This agreement sets forth the entire agreement and
understanding between the parties and supersedes all prior discussions,
agreements and understandings, if any, of any and every kind and nature,
between them. This agreement is made and shall be construed and interpreted
according to the laws of the Intrepid-Client's place of
<PAGE>
Attorney Disclosure and
Special Relationship Agreement
William Stocker
ATTORNEY AT LAW Page 3
Incorporation if that be Nevada or Texas, and if not, pursuant to the laws
of the State of Nevada.
Accordingly the parties cause this agreement to be signed by their duly
authorized representative, as of the date written below.
Intrepid International, Ltd.
by
/s/ Kirt W. James /s/ William Stocker
- ----------------------------- ------------------------
Kirt W. James, President William Stocker
attorney at law
The above is understood and agreed to and I state under the penalties of perjury
that I am authorized to execute this letter agreement:
MarketCentral.net Corp.
Date: 9/9/99 By: /s/ Roy Spectorman
-------------------- ----------------------------
Roy Spectorman, President
<PAGE>
ATTORNEY DISCLOSURE AND
SPECIAL RELATIONSHIP AGREEMENT
Karl E. Rodriguez
ATTORNEY AT LAW
This Agreement is made by and between INTREPID INTERNATIONAL, LTD., a Nevada
Corporation, (hereafter "Intrepid"), and MARKETCENTRAL.NET CORP. a Texas
Corporation, (hereafter "Intrepid-Client"), and KARL E. RODRIGUEZ, Exim
International, Inc.'s General Counsel, and dated July 1, 1999. In consideration
of the mutual promises contained herein, and on the terms and conditions herein
set forth, the parties agree as follows:
A. SUMMARY.
MarketCentral.net Corp. has employed Intrepid International, Ltd. to
perform certain financial services to Client, some of which services are to be
provided for Client, and in the Client's name, by attorneys with established and
continuing relationship to Intrepid. The purpose of this agreement is to provide
full written disclosure, and to define special character of both the ostensible
and actual relationships between the parties.
KARL E. RODRIGUEZ is actually General Counsel of Exim International, Inc.
KARL E. RODRIGUEZ will be authorized by this agreement to act as ostensible
Special Transactional Counsel for MarketCentral.net Corp.
A. RECITALS
1. Intrepid Retainer Agreement. Intrepid International, Ltd. is or will be
hereby retained as financial services consultants for the Intrepid-Client,
pursuant to that certain FINANCIAL SERVICES CONSULTING AGREEMENT of even
date herewith. Among the services contemplated to be provided by that
Agreement are the services of KARL E. RODRIGUEZ, attorney at law, as
Special Transactional Counsel for the Intrepid-Client.
2. Exim International, Inc., is a financial consulting firm, not a broker,
dealer or registered investment advisor, a principal consultant to Intrepid
International, Ltd.
3. Exim General Counsel. Karl E. Rodriguez, attorney at law, is General
Counsel to Intrepid's Consultant, Exim International, Inc., first and
foremost and always, and this paramount status and relationship has been
and is hereby fully disclosed, in connection with the Intrepid-Client's
consideration of the potential services of Karl E. Rodriguez as Special
Counsel with Limited Authority, in connection with, and only in connection
with the services requested and agreed to between Intrepid and the
Intrepid-Client.
4. Definition of "Special Counsel with Limited Authority". As used in this
Attorney Disclosure Agreement, this expression shall have the following
meaning, consistently and without exception: Exim General Counsel Karl E.
Rodriguez is authorized, where appropriate to employ the designation
"Special Counsel" or "Special Transactional Counsel" for the
Intrepid-Client, in connection with, and only in connection with services
to and for the Intrepid-Client requested by the Intrepid-Client to be
performed by Intrepid pursuant to the FINANCIAL SERVICES CONSULTING
AGREEMENT of even date herewith.
<PAGE>
Attorney Disclosure and
Special Relationship Agreement
Karl E. Rodriguez
ATTORNEY AT LAW Page 2
Exim General Counsel, Karl E. Rodriguez as between such Counsel and the
Intrepid- Client, is not Intrepid-Client's Counsel, nor counsel to the
Intrepid-Client generally, or in any other manner than specified in this
definition. Special Counsel will not take action which is not authorized by
the Intrepid-Client nor represent to any person any general authority to
speak for or bind the Intrepid-Client in any manner."
5. Intrepid-Client's right to decline the relationship. The Intrepid-Client
has been informed, and is informed hereby, that the Intrepid-Client is not
required to join in the special relationship disclosed and defined herein.
Intrepid-Client may employ or require its own counsel or independent
counsel for any and all purposes at its expense and in addition to its
obligations to Intrepid. The Intrepid-Client is advised to retain its own
counsel, as it may deem appropriate, to review and advise the
Intrepid-Client as to any matter arising from its relationship to Intrepid
or Exim's Counsel.
6. Management's Preference. It is the desire of sophisticated management
that the unnecessary expense of cumulative counsel with respect to purely
technical matters is not warranted, necessary or appropriate, with respect
to the limited authority and scope of the Special Counsel relationship, as
defined, and that no conflict of interest exists or is likely to arise from
the strict and precise observance of that relationship as defined.
Accordingly management understands, accepts and affirmatively requests such
an arrangement.
B. SPECIAL COUNSEL AGREEMENT
1. Special Counsel. The Intrepid-Client and Intrepid Counsel hereby agree
and adopt that special technical relationship of Special Counsel with
Limited Authority as defined hereinabove, for the sole and separate purpose
of allowing Intrepid Counsel to perform services appropriate to the
services of Intrepid requested by the Intrepid-Client.
2. Billings. Special Counsel (Exim's Counsel) shall invoice and bill
applicable time and services to Intrepid, separately with respect to
matters applicable to this Intrepid-Client. Time shall be billable at
$250.00/hr, and such incidental secretarial services shall be billable at
$85.00/hr, as may be reasonably and necessarily performed by its secretary.
Additional services may be performed by subcontractor attorneys, subject to
arrangements approved by the Intrepid-Client in advance. Intrepid shall be
responsible, as between Intrepid and its counsel, for the compensation and
discharge of its Counsel's billings. Intrepid shall include Counsel's
segregated billings along with its own, and, as between Intrepid and the
Intrepid-Client, the Intrepid-Client shall be responsible to Intrepid for
the total of its own and Counsel's billings.
3. Termination. The terms of this agreement may be terminate by either
Intrepid-Client or Special Counsel at any time upon written or other
reasonable notice to the other.
<PAGE>
Attorney Disclosure and
Special Relationship Agreement
Karl E. Rodriguez
ATTORNEY AT LAW Page 3
4. Miscellaneous This agreement sets forth the entire agreement and
understanding between the parties and supersedes all prior discussions,
agreements and understandings, if any, of any and every kind and nature,
between them. This agreement is made and shall be construed and interpreted
according to the laws of the Intrepid-Client's place of Incorporation if
that be Nevada or Texas, and if not, pursuant to the laws of the State of
Nevada.
Accordingly the parties cause this agreement to be signed by their duly
authorized representative, as of the date written below.
Intrepid International, Ltd.
by
/s/ Kirt W. James /s/ Karl E. Rodriguez
- ------------------------------ ---------------------------
Kirt W. James, President Karl E. Rodriguez
attorney at law
The above is understood and agreed to and I state under the penalties of perjury
that I am authorized to execute this letter agreement:
MarketCentral.net Corp.
Date: 9/9/99 By: Roy Spectorman
-------------------- -------------------------
Roy Spectorman, President
<PAGE>
Exhibit 2
OPINION OF COUNSEL
<PAGE>
LAW OFFICES OF
PHONE (949) 248-9561 WILLIAM STOCKER (949) 248-1688
34700 Pacific Coast Highway, Suite 303 FAX
CAPISTRANO BEACH CA 92624
September 10, 1999
To the President and the
Board of Directors
MarketCentral.net Corp.
300 Mercer Street Suite 26J
New York NY 10003
re: Opinion of Special Counsel
Dear Gentlemen:
You have requested my Opinion in connection with the filing of a 1933 Act
Registration on Form S-8 to compensate consultants in the amount of $54,047 in
the form of 36,032 shares of common stock to be registered thereby. It is well
known that I am General Counsel for Intrepid International, Ltd., the service
provider.
I am familiar with the history and current capitalization of the Issuer,
its reporting status, and good standing with its place of incorporation. The
Issuer's Common Stock is Registered pursuant to ss.12(g) of the Securities
Exchange Act of 1934.
It is my opinion that the securities proposed to be issued may be validly
and properly issued and that such an issuance would be lawful in all respects.
The Financial Services Agreement is not a qualified plan of any kind or sort and
is not qualified for any special tax treatment under State or Federal Law. If
and when issued, the securities would be and must be treated as the equivalent
of cash paid and received back as the purchase of securities. The Securities
would be issued in compensation for services at the rate of $1.50 per share for
$1.50 of services performed. These services were duly invoiced pursuant to an
agreed time-fee agreement, and none of the services billed or performed by
Intrepid were direct or indirect commissions or compensation for raising funds
for the Issuer.
It is accordingly my opinion that the issuance requested is entitled to
registration on Form S-8.
I understand and consent to the use of this Opinion in connection with your
proposed filing of a 1933 Registration Statement on Form S-8.
Very Truly Yours,
/s/ William Stocker
------------------------------
WS:zbe SPECIAL SECURITIES COUNSEL
