SECURITIES AND EXCHANGE COMMISSION
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
SNOHOMISH EQUITY CORPORATION
(FORMERLY SNOHOMISH EQUITY GROUP, INC)
000-26249
COMMISSION FILE NUMBER
NEVADA 33-0507843
(JURISDICTION OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION NO.)
219 BROADWAY, SUITE 261, LAGUNA BEACH CA 92651
(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)
June 15, 2000
CALCULATION OF REGISTRATION FEE (1)
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Title of Securities to Amount to be Proposed Proposed Amount of
be Registered Registered Maximum Maximum Registration
Offering Aggregate Fee
Price per Unit Offering
Price
--------------------------------------------------------------------------------
Common Stock 1,550,500 $ 0.01 $15,505.00 $ 4.09
0.0001 par value shares per share
================================================================================
</TABLE>
1 The securities of the Issuer are not presently trading or listed for trading
on the Non-NASDAQ Bulletin Board of the NASD, the NQB Pink Sheets, or elsewhere,
and has never traded. The price is determined accordingly at the mutually
acceptable price of $0.01 per share, rather than at the nominal par value of
$0.001.
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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 Nevada 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 one of the service providers, and has
an indirect interest in the securities requested to be issued.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. There is no provision in the
Articles of Incorporation or the By-Laws, nor any Resolution of the Board of
Directors, providing for indemnification of Officers or Directors. We are aware
of certain provision of the Nevada Corporate Law which affects indemnity of
Officers or Directors.
NRS 78.7502 provides for mandatory indemnification of officers,
directors, employees and agents, substantially as follows: the corporation shall
indemnify a director, officer, employee or agent of a corporation; to the extent
that he or she has been successful on the merits or otherwise in defense of any
action, suit or proceeding, whether civil, criminal, administrative or
investigative (except an action by or in the right of the corporation) by reason
of the fact that he or she is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise; if he or she acted in good faith and in a
manner which he or she reasonably believed to be in or not opposed to the best
interests of the corporation; and, with respect to any criminal action or
proceeding, in which he or she had no reasonable cause to believe his or her
conduct was unlawful.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not Applicable. No restricted
securities are re-offered or resold pursuant to this Registration Statement.
ITEM 8. EXHIBITS.
Exhibit 1 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 $0.01 per share for $15,505.00 of services performed.
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Exhibit 2 hereto is Intrepid International Financial Services Consulting
Agreement. The service providers mentioned in Counsel's Opinion performed
services pursuant to that Agreement.
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 June 15, 2000.
SNOHOMISH EQUITY CORPORATION
(formerly SNOHOMISH EQUITY GROUP, INC)
/S/ Pete Chandler /S/ Susan Sanchez
Pete Chandler Susan Sanchez
President/Director Secretary-Treasurer/Director
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--------------------------------------------------------------------------------
EXHIBIT 1
OPINION OF COUNSEL
--------------------------------------------------------------------------------
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LAW OFFICES OF
William Stocker
34700 Pacific Coast Highway, Suite 303
Capistrano Beach CA 92624
phone (949) 248-9561 fax (949)248-1688
June 15, 2000
To the President and the
Board of Directors
Snohomish Equity Corporation
219 Broadway, Suite 261
Laguna Beach CA 92651
re: Opinion of Special Counsel
Dear President & Board of Directors:
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 $15,505.00
in the form of 1,550,500 shares of common stock to be registered thereby. It has
been fully disclosed that I am General Counsel for Intrepid International, Ltd.,
whose personnel, including myself are listed service providers.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Service Provider Service Hour Amount Amount
Hours Rate $ Shares
Indicated @0.01
--------------------------------------------------------
J. Dan Sifford 16.50 150 2475.00 247,500
--------------------------------------------------------
Jena Minnick 9.00 125 1125.00 112,500
--------------------------------------------------------
Karl Rodriguez 1.00 250 250.00 25,000
--------------------------------------------------------
Susan C. Sanchez 0.50 85 42.50 4,250
--------------------------------------------------------
Shane Goreski 7.50 85 637.50 63,750
--------------------------------------------------------
William Stocker 43.90 250 10,975.00 1,097,500
--------------------------------------------------------
Totals 78.40 945.00 15,505.00 1,550,500
========================================================
</TABLE>
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 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 $0.01 per share for
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$15,505.00 of services performed. These services were duly invoiced pursuant to
an agreed time-fee agreement, and none of the services billed or performed were
direct or indirect commissions or compensation for raising funds for the Issuer,
or for maintaining any market in securities of 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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<PAGE>
--------------------------------------------------------------------------------
EXHIBIT
INTREPID INTERNATIONAL
FINANCIAL SERVICES
CONSULTING AGREEMENT
--------------------------------------------------------------------------------
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INTREPID INTERNATIONAL
FINANCIAL SERVICES
CONSULTING AGREEMENT
THIS AGREEMENT is made by and between Intrepid International, Ltd., a Nevada
Corporation, (hereafter "IIL"), and Snohomish Equity Corp. a Nevada Corporation,
(hereafter "Client" ) and dated January 1, 1999. In consideration of the mutual
promises terms and conditions herein set forth, the parties agree as follows:
1. RETAINER AGREEMENT. Intrepid International, Ltd. is hereby retained as
financial services consultants for the Client, consistent with that certain
Description of Mission and Services Offered, a copy of which is Attachment 1 to
this Consulting Agreement, and incorporated herein by this reference as though
fully set forth herein. Among the services to be provided and contemplated by
this arrangement are the services of its President, Kirt W. James (billable at
$125.00/hr), its prime consultant, J. Dan Sifford Jr. (billable at $200.00/hr),
and such incidental secretarial services (billable at $85.00/hr) as may be
reasonably and necessarily performed by its secretary. Additional services may
be performed by subcontractors of IIL, subject to arrangements approved by
Client in advance.
2. SERVICES. IIL agrees to provide, as requested, the widest possible
range of and Financial Consulting services, to Management of Client, subject to,
limited by and consistent with that certain Description of Mission and Services
Offered, a copy of which is Attachment 1 to this Consulting Agreement, and
incorporated herein by this reference as though fully set forth herein. Such
services include, as requested by Client, coordination of public relations,
shareholder relations, audit coordination, certificate and transfer
coordination, coordination of relationships with market-makers and broker
dealers in the securities of Client and consulting services, incidental analysis
and, where appropriate, and subject to the accompanying Attorney Disclosure
Agreement, written legal opinions by IIL Counsel acting, as requested by Client,
as Special Securities Counsel with Limited Authority, and the preparation and
coordination of annual, quarterly and current filings as may be required of the
Client pursuant to the Securities and Exchange Act of 1934 and Regulations of
the Securities and Exchange Commission promulgated pursuant to the 1934 Act.
3. COMPENSATION. In consideration for such services, Client agrees to pay
IIL pursuant to fee schedule set forth in paragraph 1 above. Billings for
services shall be invoiced by IIL and paid upon receipt.
4. PAYMENT OF EXPENSES. IIL must secure in writing approval in advance for
any expense that may be contracted on behalf of Client in excess of $400 in the
aggregate. Expenses, if approved, are to be invoiced by IIL and paid upon
receipt. In addition to charges for services, Client will be billed for all
normal and incidental identifiable costs such as copying charges, telephone
expenses, delivery fees, filing fees, and transcription fees; however, travel
expenses, expert witness fees and other extraordinary charges will not be
incurred without prior approval.
5. UNPAID CHARGES. It is agreed that if at any time any invoice rendered
by this Firm to Client for investment banking, appropriate legal services and
expenses remains unpaid for any reason for longer than 30 days, we shall have
the right to discontinue performance of further services and to withdraw as your
attorneys, regardless of the status of any matter in which we will be involved
and regardless of any event or proceeding which may then be pending, unless we
have reached a subsequent written agreement with respect thereto.
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6. LATE CHARGES. An amount past due will incur a late charge, after 30
days, of 1.5% per month (18% per annum) of the total unpaid balance. Late
charges will continue to accrue at the same rate on any unpaid balance during
any collection efforts and until the entire bill is paid in full, unless a
subsequent agreement with respect to such charges is made and reduced to
writing. Should it become necessary to seek collection of any past due
statement, you agree to pay all reasonable costs of collection including
reasonable attorneys' fees and all interest incurred.
7. ARBITRATION OF ANY DISPUTES. It is agreed that any dispute arising our
of this Agreement, or the Firm's representation of you, shall be resolved by
binding arbitration in Las Vegas, Nevada, by the American Arbitration
Association.
8. LIABILITY OF IIL. In furnishing Client with advice and other services
as requested, neither IIL nor any owner, employee or agent of IIL, shall be
liable to Client or its creditors for ordinary errors of judgment or for
anything except gross negligence, wilful malfeasance, or bad faith, in the
performance of its duties or reckless disregard of its obligations and duties
under the terms of this agreement. It is further understood and agreed that IIL
may rely upon information furnished to it reasonably believed to be accurate and
reliable and that, except as herein provided, IIL shall not be accountable for
any loss suffered by Client by reason of Client's action or non-action on the
basis of advice, recommendation or approval of IIL, its owners, employees or
agents.
9. GOOD FAITH AND FAIR DEALING. All parties to this agreement hereby
covenant expressly to deal with each other honestly, fairly and in good faith in
all respects, and to provide each other with reasonable further assurances in
furtherance of their mutual performances with respect to this Agreement.
10. INDEPENDENT CONTRACTOR. IIL is and shall at all times be understood
and deemed to be an independent contractor without authority to act or represent
Client or its clients, except as provided or authorized in this agreement.
11. NON-EXCLUSIVITY. Client recognizes and acknowledges that this
agreement is non-exclusive, and that accordingly IIL now renders and may in the
future render services to other clients, some of which may be of a nature
similar to those agreed to be performed herein, or to clients with similar
businesses, needing similar advice. IIL is and shall be free to render any such
service or advice and shall not be required to devote full-time and attention to
its obligations under this agreement, but only such amount as is reasonably
necessary.
12. CONTROL. Nothing contained herein shall be deemed to require any
action by any Corporation contrary to law or its constituent documents or to
relieve the board of directors thereof from responsibility for control of the
affairs of such corporation.
13. OWNERSHIP OF FILES AND RECORDS. Except as to original records or any
records or files which we accept upon the understanding that they belong to you,
it hereby is agreed that all files, copies of documents, correspondence or other
materials which we may accumulate in connection with your representation,
including copies of materials filed with any regulatory agency, shall be the
property of IIL. Upon the termination of the engagement, IIL will return any
property belonging to you upon your request. Copies of our files and other
materials which IIL may have accumulated during our representation will be made
available to Client at its expense; however, it is specifically agreed that IIL
shall have the right, in its discretion, to dispose of these files at such times
as it determines reasonably that such files need not be retained any longer.
After such destruction, such files will no longer be available.
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<PAGE>
14. TERMINATION. The term of this agreement shall begin with the complete
execution hereof, and shall continue in effect for until terminated by either
party in writing. Upon termination, all accrued charges shall be promptly
invoiced and paid.
15. 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 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/Dan Sifford
Dan Sifford
U.S. Authorized Representative
THE ABOVE IS UNDERSTOOD AND AGREED TO and I state under the penalties of perjury
that I am authorized to execute this letter agreement:
Snohomish Equity Corp.
Date:7/14/99 By
/s/Pete Chandler
Pete Chandler
President
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Attachment 1
DESCRIPTION OF MISSION AND SERVICES OFFERED
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Intrepid International, S. A.
DESCRIPTION OF MISSION AND SERVICES OFFERED
I. MISSION STATEMENT
INTREPID INTERNATIONAL, S. A. ( the Company ) was incorporated in the
Republic of Panam in 1984 to offer financial services to natural resource
companies, primarily those engaged in the production of oil and gas. Following
the world wide collapse of oil prices in the mid-eighties, the Company broadened
the focus of its universe of support services to include a wider range of
companies, with an emphasis on public companies and private companies, companies
engaged in the transition from privately held to publicly held, and development
stage companies, whether public or private, requiring professional business and
corporate guidance. In August of 1997 the Company sought a United States
Representative and entered into a relationship with a group of corporate and
business specialists who, after contracting with the Company, incorporated as
INTREPID INTERNATIONAL, LTD. ( Intrepid US ) to provide the required
representation and agency for the Company in North America and Europe. Intrepid
US is incorporated in the State of Nevada.
Intrepid enjoys a wide range of brokerage community and financial services
relationships which form the basis of its ability to introduce client companies
to consultants, professionals, broker dealers and others who may be of service
to client companies in pursuing the business plan and other objectives the
client may have.
Intrepid is not an investment banker, nor a broker or dealer in securities.
Intrepid is a provider of technical support services to client companies.
Intrepid does not practice law or supply legal services generally, however,
Intrepid's counsel may, under appropriate circumstances be available to client's
counsel, where such assistance is requested and appropriate.
Intrepid provides its services on a negotiated time/fee basis. Intrepid
does not provide services for commissions based upon the success or failure of
any corporate program, and Intrepid is not a fund-raiser or a source of capital
financing. However, sources of capital financing exist, and Intrepid is often
able to provide the introductions to suitable professionals, business brokers
and securities professionals who may be able to assist an issuer in developing
or executing such fund raising programs as the issuer may adopt.
The principal focus and benefit of the services offered by Intrepid are not
its client's capital formation nor fund raising activities, but the refinement
of client's business plan, analysis of its corporate structure, evaluation of
its current filing status and filing responsibilities, currency and accuracy of
financial information and auditability or status of current and past audits and
audit procedures, to assist managers in making the conceptual and procedural
transitions imposed upon Officers and Directors, with respect to shareholders,
shareholder rights, and maintenance of the kinds current public information
necessary to position a company to consider public trading of its existing
securities, and to maintain its impeccability as a publicly trading company if
and when its securities are exposed to the public markets.
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Accordingly, the mission of Intrepid is to assist client companies in
avoiding costly mistakes and pitfalls in corporate management, going public,
being public, and in handling the various different relationships with
professionals and the public which are appropriate, practical, efficient and
cost-effective in managing a public corporation.
II. SERVICES TO ISSUERS
Every Corporation and Issuer of Securities is unique. Its businesses,
structure, aspirations status and time horizons are particular to the interest
of its shareholders, and the policies of its Management. Intrepid's services may
address the full spectrum of corporate situations.
A. PUBLIC AND PRIVATE COMPANIES
1. CLOSELY HELD PRIVATE COMPANIES are corporations, limited partnerships
and limited liability companies, held by a relatively small group of
shareholders, often the founders, and usually not less than two nor more than 35
shareholders. Typically, the shareholders know each other and/or some or all of
the managers. Such a company may have determined to stay small and never go
public. Such a company may intend to grow, and keep open the vision of expanding
into public ownership at some future time. There are important considerations
for mangers of this latter group, chiefly the understanding that all public
companies must be auditable. This means not only that books and records be kept
in an orderly and consistent manner, but that some corporate understanding the
special accounting rules of Regulation SX (promulgated by the Securities and
Exchange Commission) be developed and considered in connection with the
acquisition of assets or the issuance of stock for property or other rights,
particularly. It is also important to develop an understanding, policy, format
and consistent procedure for meetings of Directors, Shareholders and maintaining
proper corporate minutes, from inception and thereafter.
2. MORE WIDELY HELD PRIVATE COMPANIES are companies whose securities do
not trade on any public market, but which have a growing shareholder base no
longer characterized by personal relationships between shareholders and
management. Such companies may wish to remain private; however, pressure to deal
with public company issues may arise, invited or not, as the shareholder base
expands, the business grows in profitability, size and extent of operations and
the passage of time, the passing of original shareholders and the inheritance of
ownership by a family group, the need to attract new investment, the desire of
original owners to retire and to develop an exist strategy for the sale of their
business or ownership thereof. Going public is a series of successive headaches,
best cured by knowledge of potential pitfalls and early preparation for
eventualities. The best policy is always to gather information early and
prepare.
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3. PUBLIC COMPANIES come in more than one distinctive status, with
different corporate responsibilities and opportunities. It is essential for all
issuers of any size and status to be mindful of anti-fraud and similar
provisions in connection with any transaction in securities.
(a) 15C2-11 COMPANIES are those which do not and are not required to file
reports directly to the Securities an Exchange Commission, but whose securities
trade over-the-counter, normally on the OTC Bulletin Board maintained by the
NASD. The OTC Bulletin board is not and must not be confused with NASDAQ. The
term the over the counter market was once used to refer to NASDAQ, but that
reference or the use of that terminology today is inappropriate and potentially
wrongful. A 15c2-11 company has not registered the issuance of its securities
under the Securities Act of 1933, nor has it registered any class of its
securities for trading under the Securities Exchange Act of 1934. Such a company
has acquired its shareholder base by one or more private placements or limited
public offerings, perhaps pursuant to Regulations A or D, or other exemption
available under the 1933 Securities Act or promulgated by the Commission
pursuant to the 1933 Act. 15c2-11 Companies, which do not report to SEC, must
report to current information to their market makers and others with respect to
a form commonly called their 15c2-11 Report . The company must be audited and
the audit must be brought current at least each fiscal year, and preferably more
often. Current unaudited financial statements are important between audit
cycles, and changes in the business and operations of the company, significant
share ownership information, and other material information must be available to
the public. Failure to do so may result in de-listing, stop trading, or even
liability in extreme cases.
The OTCBB is in transition to phase in the requirement that companies
be or become reporting companies.
(b) 15(D) COMPANIES are those which have issued securities pursuant to an
effective Registration Statement, under the Securities Act of 1933. While the
securities of such companies do not trade on NASDAQ or any National or Regional
Exchange, such companies are required to furnish Annual Reports, Quarterly
Reports, and Current Reports, in the forms prescribed by the Commission. The
securities of such companies may trade on the OTC Bulletin Board, or not at all.
The reporting requirements are not contingent upon whether such a company is
active, trading, or not. It is vital that the financial and other information be
gathered at the end of each reporting cycle and that it be presented in its
appropriate form and properly and propitiously filed.
(c) SECTION13 COMPANIES are those with securities that do trade on NASDAQ
or an Exchange, or even if not trading, which have a class of securities
registered under Sub Section 12(b) or 12(g) of the Securities Exchange Act of
1934. Such Issuers have extensive additional reporting requirement under Section
13 of the 1934 Act and Regulations promulgated with respect thereto. These
companies must be concerned with reports of insider trading, and must observe
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special rules for calling shareholder meetings whether or not proxies are
solicited, among other specific and detailed requirements.
(d) THE MOST COMMON PITFALL of private companies which have become public
by submission through a broker/dealer (market maker) to the NASD for permission
to publish a quote on the OTC Bulletin Board is quite simply stated: once the
Company is up, and conditions change, or time passes, the public information
concerning the company grows stale. Companies must maintain a regular updating
process, chiefly of financial information, un-audited quarterly financial
statements, and an annual year-end audit. 15c2-11 Companies, which do not report
to SEC, must report to current information to their market makers and others
with respect to a form commonly called their 15c2-11 Report . Reporting
Companies use SEC forms and file quarterly, annually. Current significant events
must be disclosed promptly in any case. The company must be audited and the
audit must be brought current at least each fiscal year, and preferably more
often. Current unaudited financial statements are important between audit
cycles, and changes in the business and operations of the company, significant
share ownership information, and other material information must be available to
the public. Failure to do so may result in de-listing, stop trading, or even
liability in extreme cases.
B. INTREPID OFFERS technical, clerical, and professional support for
private and public issuers at each of the stages of corporate development. Its
particular services are those that the particular issuer requires and requests.
Intrepid has no fixed program. It can provide some or all of the appropriate
services, to complement and support the skills, knowledge, experience and
availabilities of corporate management.
1. AUDIT COORDINATION. The basic and fundamental focus of responsible
corporate management is the maintenance of proper financial information in
auditable form. A company which is not auditable cannot go public, and may find
itself unsalable even privately. A public company cannot acquire a private
company or its business unless the target of acquisition is capable of being
audited. Reg SX audits involve special considerations and must be conducted by
auditors professionally equipped, and preferably experienced, for doing audits
designed to meet the standards and possible review by NASD and/or SEC examiners.
The audit is the table on which the house of cards rests. Its importance cannot
be overstated. Many issuers find it useful to obtain audit coordination
services, to assist them in communicating effectively with their independent
auditor, and in identifying the information to be gathered for the auditor, and
submitting such information in the form must useful to the auditor for
efficiency and accuracy. Intrepid can provide references to any one or all of a
number of experienced auditors, with special expertise in various business
segments, or can assist the issuer in working with any qualified auditor of its
choice. Intrepid can evaluate the adequacy of audit procedures and alert the
issuer if something not considered should require attention. Intrepid does not
conduct audits or instruct or control auditors or the results of any audit.
Intrepid facilitates effective communication between auditor and issuer, if and
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as desired by its clients. Intrepid's evaluation of auditors for its clients is
limited to whether the designated auditor is effectively conversant with
Regulation SX, and whether the auditors experience and qualifications appear
reasonably suitable for the size and scope of the audit required.
2. BUSINESS PLANS AND MISSION STATEMENTS are important documents for any
corporation public or private. The Mission Statement sets for the goals of the
business. The Business Plan describes the business, its personnel, its
operations, earnings, facilities and perhaps its projections for future years of
operation based upon assumptions carefully considered. The effectiveness and
credibility of these documents, for any purpose, depends upon their meeting the
formal and contextual expectations of persons who read such plans regularly.
Intrepid can assist any company in development of such documents to any standard
the client may require. Such documents are not offering documents. They should
not be confused with offers of securities or solicitations of investment. While
they may be useful in connection with such activities, offering documents
require special attention and must never be casually constructed or
disseminated.
3. BUSINESS VALUATION AND APPRAISALS are often useful to owners and
managers of business. Intrepid can provide detailed professional evaluation and
appraisals of any going concern, which meet the highest professional standards.
Such appraisals may be useful for internal information, or in connection with
purchase or sale of a given business. Such Valuations and Appraisals of
businesses are not audits or financial statements respecting the issuer of
securities and should not be confused with offers of securities or solicitations
of investment. While they may be useful in connection with such activities,
offering documents require special attention and must never be casually
constructed or disseminated.
4. CERTIFICATE AND TRANSFER AGENCY. Intrepid is not a Transfer Agent nor
Agent for maintaining the Certificate and Transfer Records of its
issuer-clients. Many small or private issuers maintain their own records and
perform their own Certificate and Transfer function. When the securities of an
issuer are traded publicly, or when private transactions become other than
routine and rare, the company should retain the services of a bonded Certificate
and Transfer Agent, for its own protection and to insure the orderly and
professional handling of its Certificate and Transfer function. Intrepid can
recommend such agencies from a number of reputable choices, and, whatever
choice, can assist and coordinate the process by which the Agent is engaged, a
certified shareholder list prepared, and Intrepid can co-ordinate communication
between the issuer and its Transfer Agent, if desired by its client.
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5. LEGAL OPINIONS. Many different corporate transactions require or are
facilitated by a legal opinion by an attorney. There is no reason why such
opinions could not or should not be prepared by the client's own counsel or
independent counsel of the client's choice. Some clients express the preference
that certain legal opinions be provided or secured by Intrepid as a part of the
services selected and requested by the client. Depending upon the nature of the
opinion required, Intrepid's counsel may be able to provide appropriate legal
opinions on the issuer's behalf of for the issuer's benefit; provided that at
all times material to such participation, and to any participation, by Intrepid
Counsel, it be clearly and expressly understood that Intrepid Counsel is counsel
to Intrepid, and not to the Issuer, and that should the Issuer request for its
own benefit that Intrepid Counsel be regarded or referred to as Special Counsel
to the Issuer, it be understood and intended that any such participation be
limited to the specific purposes for which Intrepid may have been retained, and
limited to the specific tasks requested of Intrepid which are appropriately
referred to its Counsel. Intrepid Counsel shall not become or be construed to be
an advisor or confidant of any client outside the scope of activities requested
by the Client of Intrepid. Intrepid Counsel shall be available to consult with
Client's counsel in a normal and professional manner, in furtherance of the
responsibilities assigned to Intrepid by the client, or at arms length as
between Intrepid and its Client.
6. REPORTING DOCUMENTS. Intrepid, and its Counsel can assist any issuer in
preparing and causing the assembly and filing of reports required of public
companies, with information supplied by the issuer. Most common are Annual,
Quarterly and Current Reports, for reporting companies, and Issuer Information
Statements pursuant respect to form 15c2-11 with respect to non-reporting
companies.
7. OFFERINGS AND OFFERING DOCUMENTS. Any offering or solicitation of any
transactions in securities requires careful conformity to law and regulation of
the United States and possibly State or other local Jurisdictions. Intrepid can
assist any issuer-client in the preparation of offering documents, of several
varieties, and Intrepid, with the assistance of its counsel can provide
information as to the apparent availability or non-availability of any form of
offering, if requested by its clients. Intrepid does not conduct offering for
the issuer, but assists the management of the issuer in doing so. Intrepid does
not solicit investors or investment for its clients. Intrepid may provide
introductions which may result in negotiations between sophisticated persons,
but Intrepid does not take part in soliciting capital, other than its technical,
clerical, and other specific support for management activities. It is
appropriate and proper that most solicitations, if there are to by any, be
conducted for the issuer through registered broker/dealers. Any activity by
Intrepid in fund raising or capital formation activities by or for an
issuer-client shall be limited to ministerial performance and execution of
matters passed upon and directed by management.
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8. MERGERS AND ACQUISITIONS. Intrepid has considerable experience in
assisting issuers engaged in merger, acquisitions or other forms of corporate
reorganizations. Intrepid does not broker mergers or acquisitions. Intrepid can
provide substantial assistance to issuers so engaged, with the participation of
its counsel, with respect to the formal and legal requirements of tendering,
calling shareholder meetings and conducting them properly, preparing minutes and
certifications of shareholder meetings, whether or not proxies be requested, and
executing filing requirements with respect to such transactions before and after
their consummation as may be appropriate. Intrepid does not search for merger
and acquisition candidates, but it is often contacted by such candidates (who
are not its clients). In the event that an introduction by Intrepid results in a
transaction, Intrepid will not claim or receive any finders fee or commission
for such introduction, but will continue in its invariable practice of billing
clients for time and effort expended at pre-agreed hourly rates.
9. MARKET COORDINATION, SHAREHOLDER AND BROKER RELATIONS. It is the
function and responsibility of each issuer to deal with relationships arising
from public interest and access to its securities. The volume of calls and kinds
of technical information requested may become burdensome to managements of
limited size, resources or expertise. Intrepid can accept the ministerial
delegation of such management functions and can participate public relations,
shareholder relations, broker relations and market co-ordination; provided that
such delegation shall be confined to carrying out corporate policy, and provided
that information disseminated shall be authorized and directed by the issuer,
and shall not include any public or private offering, solicitation or
advertising, in connection with any offer or sale of securities.
10. STRUCTURING DEALS. Intrepid does not structure deals for its clients.
It does present to clients its knowledge and experience commended for
consideration by management in management's development of its own plans and
programs. Intrepid neither recommends nor discourages any company's going
public. It offers the following General Considerations for Companies Evaluating
Going Public, a copy of which is provided herewith.
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