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ROY SPECTORMAN
PRESIDENT
MARKETCENTRAL.NET, CORP
300 MERCER STREET, SUITE 26J
NEW YORK, NY 10003
(NAME AND ADDRESS OF PERSON AUTHORIZED TO RECEIVE
NOTICES AND COMMUNICATIONS ON BEHALF OF THE PERSON FILING STATEMENT)
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WITH A COPY TO:
WILLIAM STOCKER, ESQ
34700 PACIFIC COAST HIGHWAY, #303
CAPISTRANO BEACH, CA 92624
(949) 248-9561
FAX (949) 248-1688
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SECURITIES AND EXCHANGE COMMISSION
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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)
WEB SITE DESIGN AND HOSTING SERVICES 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)
July 20, 2000
CALCULATION OF REGISTRATION FEE (1)
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Title of Securities to be. Amount to be Proposed Proposed Amount of
Registered . . . . . . . . Registered Maximum Maximum Registration
Offering Price Aggregate Fee
per Unit Offering Price
-------------------------------------------------------------------------------------
0.0001 par value Common . 10,850 $ 2.00 $ 21,700 $ 5.73
Stock. . . . . . . . . . . shares per share
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</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, July 19, 2000, average close,
discounted by 30%.
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PART 1
NOT APPLICABLE
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 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.
John Romano, the service provider, has an 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 amounts by the
corporation on the basis thereof shall not prevent a shareholder from
challenging such indemnification by appropriate legal proceedings on the grounds
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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 a Web Site Design and Hosting Services
Agreement for services. 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 $2.00 per share per $2.00 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 July 20, 2000.
MARKETCENTRAL.NET CORP.
A TEXAS CORPORATION
by
/s/Roy Spectorman /s/Jerry Kaplan
Roy Spectorman Jerry Kaplan
President/Director Secretary/Director
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EXHIBIT 1
WEB SITE DESIGN AND HOSTING SERVICES AGREEMENT
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April 1, 2000
MarketCentral.net Corp
300 Mercer Street
Suite 26 J
New York, NY 10003
Attn: Roy Spectorman
Re: John Romano Web Site Design and-Hosting
Dear Mr. Spectorman:
This letter agreement (hereinafter, this "Agreement") sets forth the terms under
which John Romano ("John
Romano") will provide MarketCentral.net Corp. ("Client") with certain services
("Service") described below.
1. John Romano will provide Client with the following services:
1.1 John Romano will distribute on-line content (the "Content") provided by
Client. Client hereby represents and warrants to John Romano that Client has
the rights, or required written consent of all necessary patties (Including,
without limitation, all artists, performers, Producers, composers, writers, and
labels), for the distribution of the Content over the Internet, and will provide
such consents to John Romano upon request.
1.2 Client will receive the following hosting services:
30 MB of disk space and 2.5 GB of data transfer per month
Web usage statistics accessed via WWW
Corporate E-mail Forwarding (1 box)
Chat Server Hosting (3 Rooms)
2. Client agrees to pay John Romano design fees according to the following
rates. Client will pay John Romano $75 per hour for HTML pages designed or
redesigned by John Romano. Client will pay John Romano $95 per hour for the
design or redesign of custom graphics as well as any Internet programming.
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3. In addition. Client agrees to pay John Romano $375.50 per month, payable
in advance each month during the term hereof, for the hosting and maintenance
services provided by John Romano, Said monthly fee shall be prorated accordingly
in the event that this Agreement commences or expires an a date other than the
first day or last day, respectively, of a month.
4. Client agrees to pay John Romano $2 per 1MB of disk space over 30 MB used
per month, and $0.12 per MB of data transfer over 2.5,GB per month.
5. John Romano shall negotiate with lnterNIC to have the Client's registered
domain name assigned the Internet Protocol (hereafter "IP") address
corresponding with the John Romano server hosting the Client content. The
domain name and IP address are as follows:
Marketcentral.net 12.14.80.75
6. This agreement shall be effective for the period beginning April 1, 2000
and ending June 30, 2000.
7. Client agrees that the Content will comply in all respects with the
Content Editorial Standards as established by John Romano from time to time
(including without limitation the current Content Editorial Standards as set
forth on Exhibit 1, attached hereto).
8. Without limitation of the foregoing, John Romano will have the right to
remove, without prior notice to Client, any Content that in John Romano's sole
opinion does not comply with the content Editorial Standards or that could
subject John Romano to potential liability to a third party. John Romano will
use reasonable efforts to notify Client following any removal of any Content
from the Service's network.
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9. In the event that any virus or destructive element is found in or
furnished with any Content, Client will use its best efforts, upon learning that
such situation exists, to immediately eliminate the virus or destructive element
Client will notify John Romano as to the existence of any such virus or
destructive element immediately upon discovery thereof, and John Romano will
have the right (at Client's expense) to take any steps it deems necessary to
eliminate the virus or destructive element.
10. Client warrants and represents to John Romano that: (a) the content
will, at all times, adhere to and comply with the Content Editorial Standards,
(b) Client has the right, power and authority to enter into this Agreement, and
neither the Content or other materials appearing on the Web site, nor Client's
exploitation thereof by means of the Web site, will violate or infringe upon the
copyright patent, literary, privacy, publicity, trademark, source mark Or any
other personal, moral or property right of any Person. or constitute a libel or
defamation of any Person whatsoever, (c) Client is and will continue to be the
sole owner of all right, title and interest, including without limitation all
rights under copyright, in and to the Content and each clement thereof, except
for elements of the content which are: (i) validly licensed to Client for use as
contemplated herein, or (ii) in the public domain, (d) Client will comply in all
material respects with all applicable federal. state and local laws, statues,
ordinances, rules and regulations within the United States and any foreign
country having jurisdiction, and all applicable rules, regulations and
requirements of any union or guild having jurisdiction; (e) the Content and all
other materials furnished by Client hereunder shall at all times be free from
viruses and destructive features; and (f) the Content will be factually accurate
and will not cause any loss, injury, damage or death.
11. Warranties and Exclusions
11.1 John Romano warrants that the Service will perform as described. John
Romano does not warrant that the operation of the Service will be uninterrupted
or error free- In the event of improper performance or nonperformance of the
Service, John Romano will provide a refund, credit or other reimbursement of the
charges paid to John Romano for any portion of the service.
11.2 EXCEPT AS SPECIFICALLY SET FORTH HEREIN, JOHN ROMANO MAKES NO
REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO
THE WEB SITE OR TTIE SERVICES PROVIDED OR,THE FUNCTIONALITY, PERFORMANCE OR
RESULTS OF USE THEREOF. WITHOUT LIMITING THE FOREGOING, JOHN ROMANO DOES NOT
WARRANT THAT THE WEB SITE OR THE SERVICES PROVIDED OR THE OPERATION THEREOF ARE
OR WILL BE ACCURATE, ERROR-FREE OR UNINTERRUPTED OR MEETS OR WILL MEET CLIENT'S
REQUIREMENTS.
12. Limitation of Liability
12.1 JOHN ROMANO'S ENTIRE LIABILITY AND CLIENT'S REMEDY FOR LOSS OR DAMAGE
CAUSED BY ANY SOFTWARE DEFECT OR FAILURE, OR ARISING FROM JOHN ROMANO'S
PERFORMANCE OR NON-PERFORMANCE OF THE SERVICE, REGARDLESS OF THE FORM OF ACTION,
WHETHER IN CONTRACT, TORT, INCLUDING NEGLIGENCE, STRICT LIABILITY OR OTHERWISE
WILL BE NO MORE THAN As FOLLOWS: ,
A, FOR IMPROPER PERFORMANCE OR NONPERFORMANCE OF THE SERVICE, THE AMOUNT OF
THE CHARGES PAID TO JOHN ROMANO FOR THE PORTION OF THE SERVICE THAT PERFORMED
IMPROPLERLY OR FAILED TO PERFORM.
B. FOR BODILY INJURY OR DEATH TO ANY PERSON NEGLIGENTLY CAUSED BY JOHN
ROMANO, YOUR RIGHT TO PROVEN DAMAGES.
C. FOR CLAIMS OTHER THAN THOSE SET FORTH ABOVE, JOHN ROMANO'S LIABILTY WILL
BE LIMITED TO DIRECT DAMAGES WHICH ARE PROVEN IN AN AMOUNT NOT TO EXCEED THE
LESSER OF (1) THE FEES AND CHARGES ACTUALLY PAID TO JOHN ROMANO HEREUNDER FOR NO
MORE THAN SIX MONTHS PRIOR TO THE DATE ON WHICH THE CLAIM AROSE OR (2) U.S.
$1.000.
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12.2 CLIENT HAS SOLE RESPONSIBILITY FOR ADEQUATE PROTECTION AND BACKUP OF
FILE CONTENT AND/OR CLIENT'S DATA USED OR GENERATED IN CONNECTION WITH THE
SERVICES OR THE WEB SITE. CLIENT WILL HAVE NO CLAIM AGAINST JOHN ROMANO FOR
INTERRUPTED COMMUNTCATIONS, LOST DATA, RE-RUN TIME, INACCURATE INPUT, WORK
DELAYS, OR LOST PROFITS RESULTING FROM THE USE OF JOHN ROMANO SERVICES, EXCEPT
AS OTHERWISE EXPRESSLY SET FORTH HEREIN, IN NO EVENT WILL JOHN ROMANO HAVE ANY
LIABILITY OR RESPONSIBILITY FOR ANY SPECIAL, INDIRECT, INCIDENTAL.
CONSEQUENTIAL OR EXEMPLARY DAMAGES, OR FOR INTERRUPTED COMMUNICATIONS, LOST DATA
OR LOST PROFITS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE
TRANSACTIONS CONTEMPLATED HEREBY, THE SERVICES BY THE CLIENT EVEN IF CLIENT OR
JOHN ROMANO HAVE BEEN ADVISED OF OR KNOW OR SHOULD KNOW OF THE POSSOBILITY OF
SUCH DAMAGES. JOHN ROMANO WILL NOT BE LIABLE TO CLIENT FOR ANY DAMAGES CAUSED
BY ACTS OR EVENTS BEYOND ITS REASONABLE CONTROL, INCLUDING WITHOUT LIMITATION.
ACTS OF GOD, FIRES, FLOODS, WARS, CIVIL DISTURBANCES, SABOTAGE, ACCIDENTS, LABOR
DISPUTES, GOVERNMENTAL ACTIONS, AND FAILURES OR DELAYS OF TRANSPORTATION AND/OR
TRANSMISSION.
13. Indemnification
Client will at all times indemnify and hold harmless John Romano its parents.
subsidiaries, and/or affiliates and the employees, officers, directors,
shareholders, licensors, agents, and suppliers and the successors and assigns of
each of them from and against any and all third party claims, damages,
liabilities, personal injuries, death, costs and expenses, including reasonable
legal fees and expenses, arising out of or relating to (i) any alleged
inaccuracy, omission. or deficiency with any of the Content, including, without
limitation, any alleged infringement on the part of the Content of any
copyright. patent, literary, privacy, publicity, trademark, service mark or any
other personal, moral, contract, or property right of any third party, (ii) the
products or service offered by means of Client Web site (including without
limitation claims of negligence, strict liability, misrepresentation or
defects/deficiencies with such products or services) or (iii) Client's failure
or alleged failure to comply with the terms of this Agreement (including without
limitation the Content Editorial Standards). John Romano Will give Client
written notice of any claim, action or demand for which indemnity is claimed.
John Romano will have the right, but not the obligation, to control the defense
and/or settlement of any claim in which it is named as a party.Client will leave
the right to participate in any defense of a claim by John Romano with counsel
of Client's choice at Client's own expense.
14. This Agreement and Client's right to use the Service may be terminated
by (i) by Client providing no less than thirty days' notice to John Romano or
(ii) by John Romano providing no less than thirty days' notice to Client. The
provisions by which by their nature would survive the termination of the
Agreement, including without limitation the sections captioned "Warranties and
Exclusions," "Limitation of Liability" and "Indemnification," will survive any
termination of this Agreement. Client acknowledges and agrees that the IP
address assigned to Client for Client's use in connection with the Service
hereunder will at all times remain the property of John Romano and that, upon
termination of this Agreement, client will have no further right to use such IP
address.
15. This Agreement, and any dispute which may arise hereunder. shall be governed
by and subject to the laws Of the State of New Jersey without regard to choice
of law provisions. The parties agree, however, that any dispute hereunder shall
be reserved by arbitration in accordance with the rules and procedures of the
American Arbitration Association, which arbitration shall take place in Passaic
County, New Jersey.
16. Should any part of this Agreement be found to be illegal or otherwise
unenforceable, both parties shall continue to be bound under the remaining
provisions hereof, and any such unenforceable or illegal provision shall be
automatically replaced with a Provision as similar as possible to the illegal or
unenforceable provision so as to be enforceable, legal, and valid.
17. This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns. John Romano has the
right to assign this Agreement.
18. The parties are independent parties, and no partnership, agency
relationship, joint venture or enterprise shall be created or inferred by the
existence or performance of this Agreement.
19 The individual executing the Agreement on Behalf of Client hereby
represents and warrants that: (i) he or she has the authority to legally bind
Client; (ii) he or she has been duly authorized to execute this Agreement, and
(iii) all necessary Client corporate actions and requirements for execution, if
any, have been taken or have been satisfied.
20, This Agreement may be executed in one or more counterparts, which, when
taken together, shall constitute one and the same document. The parties hereby
agree that facsimile signatures are valid and binding on the parties.
21, Notwithstanding Item 12, John Romano shall indemnify and hold Client
harmless for any cause of action arising out of John Romano's willful or
negligent actions.
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If this Agreement sets forth your understanding of our agreement, please execute
one original of this Agreement and return it to me.
Sincerely,
JOHN ROMANO
By:/s/John B. Romano, Jr
John B. Romano, Jr.
AGREED AND ACCEPTED
THIS 1st DAY OF APRIL, 2000, BY:
CLIENT:
MARKET CENTRAL.NET CORPORATION
By: /S/Roy Spectorman
Name: Roy Spectorman
Title: President
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Content and Editorial Standards
1. Client may not upload any information which is libelous, defamatory or which
violates or infringes any right of privacy of any Person.
2. Client may not upload any messages, data, images, or Programs which are
indecent, obscene, or pornographic,
3. Client may not upload any information, messages, data, images or programs
that would violate any applicable federal, state or local law of the United
States or any foreign country having jurisdiction.
4. Client may not upload any messages, data, images or programs that would
violate the property rights of others, including unauthorized copyrighted text,
images or programs, trade secrets or other confidential proprietary information,
or trademarks or service marks used in an infringing fashion.
5. Client may not use the facilities and capabilities of John Romano to
conduct or solicit the performance of any illegal activity or to conduct any
other activity which infringes the right; of John Romano or any third party.
6. Client may not upload any information, messages, data, images or programs
that are discriminatory or otherwise offensive, as determined by John Romano, in
its reasonable discretion-
7. For purposes of the Agreement of which these Content Editorial Standards
are part, any information that is available on the Web site, whether uploaded by
Client or made available by other means (including, without limitation, an HTML
"hot link", a third party posting or similar means) will be deemed to have been
uploaded by Client and therefore to be subject to these Content Editorial
Standards.
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EXHIBIT 2
OPINION OF COUNSEL
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LAW OFFICES OF
William Stocker
phone (949) 248-9561 34700 Pacific Coast Highway, Suite 303 fax (949)
248-1688
Capistrano Beach CA 92624
July 20, 2000
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 $21,700 in
the form of 10,850 shares of common stock to be registered thereby.
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 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 Web Site Design and Hosting 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 $2.00
per share for $2.00 of services performed. These services were duly invoiced
pursuant to an agreed time-fee agreement, and none of the services billed or
performed by John Romano 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
William Stocker
special securities counsel
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