SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-SB
GENERAL FORM FOR REGISTRATION OF SECURITIES
PURSUANT TO SECTION 12(G) OF THE SECURITIES EXCHANGE ACT OF 1934
NETAIR.COM, INC.
Nevada 91-1979237
(Jurisdiction of Incorporation) (I.R.S. Employer Identification No.)
242 Fall Street, Salt Lake City UT 84116
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (801) 463-6632
The following Securities are to be registered pursuant to Section 12(g) of the
Act:
Class-A Common Voting Equity Stock
4,832,500
June 15, 2000
The EXHIBIT INDEX is located at page 33 of this Registration Statement.
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PART I
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UNNUMBERED ITEM: INTRODUCTION
This registration statement is voluntarily filed pursuant to Section 12(g)
of the Securities Exchange Act of 1934, in order to comply with the requirements
of National Association of Securities Dealers for submission for quotation on
the Over the Counter Bulletin Board, often called "OTCBB". Our common stock is
not listed on the NQB Pink Sheets or the OTCBB and no securities of this
Registrant have traded in brokerage transactions at any time. The requirements
of the OTCBB are that the financial statements and information about the Issuer
be reported periodically to the Commission and be and become information that
the public can access easily. We wish to report and provide disclosure
voluntarily, and will file periodic reports in the event that our obligation to
file such reports is excused or suspended under the Exchange Act. If and when
this 1934 Act Registration is effective and clear of comments by the staff, we
will be eligible for consideration for the OTCBB upon submission of one or more
NASD members for permission to publish quotes for the purchase and sale of the
shares of our common stock.
This Registering Corporation does not anticipate any contingency upon which
it would voluntarily cease filing reports with the SEC, even though it may cease
to be required to do so. It is in our compelling interest to report our affairs
quarterly, annually and currently, as the case may be, generally to provide
accessible public information to interested parties, and also specifically to
maintain our qualification for the OTCBB, if and when our intended application
for submission may become effective.
ITEM 1. DESCRIPTION OF BUSINESS.
(A) BUSINESS DEVELOPMENT.
(1) FORM AND YEAR OF ORGANIZATION. This Corporation NetAir.com, Inc. was
duly incorporated in Nevada on April 21, 1999, with the intention of initiating
an aircraft appraisal and wholesaling business, as described below. While we are
sometimes referred to as "the Registrant", we will normally refer to our
corporation in plain English as we , us and our . Our financial statements
reflect an inception date of April 14, 1999, for the reason that we began our
activities before the filing of our Articles of Incorporation by the Secretary
of State of Nevada.
(2) ISSUANCE OF COMMON STOCK. We have 4,832,500 shares of common stock
(of par value $0.001) issued and outstanding. On or about April 22, 1999 we
authorized the issuance of 3,822,500 founders shares pursuant to Section 4(2) of
the Securities Act of 1933 to our five founders for organizational services,
valued at $3,832.50. The shares were issued at par value.
On April 14, 1999, before the actual filing of our articles of
incorporation, we prepared an offering circular for a maximum of 1,250,000
shares at $0.10 per share, with a minimum of 1,000,000 shares. During the period
from April 22 to June 9, 1999, we placed 1,000,000 shares of our common stock,
at $0.10 per share, also pursuant to Section 4(2) of the 1933 Act, to thirteen
highly sophisticated investors, with pre-existing relationships to management,
and without any public solicitation or advertising. No offers were extended to
persons who did not invest. This placement produced $100,000.00 without any
underwriting or other commissions.
On June 1, 2000, we authorized the issuance of 10,000 new investment
shares, 5,000 each to each of our two Officers/Directors, for services valued at
$1,000, calculated at $0.10 per share.
(3) BANKRUPTCY, RECEIVERSHIP OR SIMILAR PROCEEDING. None from inception
to date.
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(B) BUSINESS OF THE ISSUER. We intend to specialize in two areas; the
appraisal of aircraft and the wholesaling of aircraft to retail aircraft dealers
and/or aircraft brokers. We intend to achieve success for our appraisal services
by utilizing an aggressive marketing campaign aimed principally at the banking,
insurance and financial community. We intend to achieve success in wholesaling
by purchasing and inventorying quality aircraft and then aggressively marketing
them to dealers and brokers worldwide. In addition to appraising and wholesaling
we intend to offer a variety of aviation consulting services including but not
limited to:
Equipment matching, route and stage length planning for Part 91 and
125 operators, (corporate aviation departments and small Air Carriers).
Development of Maintenance Programs for Part 91 and 125 operators,
Recruitment, selection and initial and ongoing training of flight and
maintenance department personnel.
AIRCRAFT APPRAISAL. The total market for aircraft appraisals includes
lending institutions, court systems, corporations, insurance companies, fixed
base operations, aircraft dealers, government agencies, and individual aircraft
buyers and sellers. We will solicit appraisal business in all of these areas but
anticipate that we will experience maximum success within the financial
community.
Recently the Federal Deposit Insurance Corporation (FDIC) mandated that all
insured banks with collateralized loans in excess of $20,000 must have a
bonafide appraisal of such collateral. The Federal Aviation Administration (FAA)
reports that 101,342 aircraft collateral liens were filed in Oklahoma City (the
home of the FAA and the site of all U. S. aircraft registrations) during the
past year. A large percentage of these liens were filed by banks, and under the
new rules almost all of those will require an appraisal.
Our Secretary, Robert C. Waddell, is a Certified Aircraft Appraiser
certified by the National Aircraft Appraisers Association (NAAA). Aircraft
Appraisal is the fastest growing segment of the aviation industry today, and the
only organized and recognized "agency" of appraisers and appraisals is the NAAA.
NAAA certified appraisers, of which there are only approximately 190, are the
only appraisers recognized by the Resolution Trust Corporation and the FDIC to
perform appraisals on assets in their portfolios.
We intend to aggressively market our appraisal services and anticipate that
this portion of our proposed business will experience rapid growth. As our
volume of appraisal requests may dictate, we will contract with additional NAAA
certified appraisers to perform the appraisals we are called upon to provide.
AIRCRAFT WHOLESALING. The traditional "airplane dealer" who, during the
past four decades, sold new Beechcraft, Piper or Cessna aircraft and who
maintained an inventory of used aircraft is now practically nonexistent. Due to
rising manufacturing costs, increasing government regulation and skyrocketing
product liability insurance costs, approximately 90% of the small and mid-sized,
high performance single and twin engine aircraft are no longer being produced.
A new Bonanza purchased today carries a price tag over $400,000. Cessna
Aircraft Company, which for more than a decade has not produced any small single
engine aircraft, is now beginning to manufacture the Cessna 172, the world's
most popular single engine aircraft, but it is expected to be priced at around
$120,000 depending on how it is equipped. However, a good used 172 trades in the
$35,000 to $50,000 range. This is resulting in an ever increasing appreciation
of aircraft values. Not all airplanes necessarily, but good, low time, well
maintained airplanes are enjoying about a 3% to 5% annual appreciation rate.
There are approximately 25 professional aircraft brokers (those selling
more than 100 aircraft per year) in the United States and there are thousands of
smaller, occasional brokers. There are very few aircraft dealers, those who
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purchase aircraft for inventory and resell from their own stock. Commissions
for brokers on aircraft sales are negotiable but the average commission on a
large jet is about 3%, while the sale of a small single engine aircraft might
net the broker 10% of the sales price. Profit margins for aircraft purchased
for inventory and then re-sold will vary greatly depending upon acquisition
costs, but in almost all cases will be higher than the commissions earned
through brokerage transactions.
The prevailing purchasing technique used by most dealers and brokers
primarily involves direct mail to airplane owners on a random basis, along with
advertising dollars spent in the many trade publications "begging" for
inventory. Competition for that inventory is very fierce, and sellers are
becoming most aware of the true values of their airplanes and in the majority of
the cases the broker is not offering to buy the aircraft but only to list it for
sale or to match it with a customer from his "want list". Profit margins are
becoming slimmer and slimmer with these techniques, and fewer owners are selling
just for the sake of selling.
Every dealer, broker or individual has the ability to electronically
determine the ownership of any aircraft in seconds and then go directly to its
owner. The best and most direct method for a broker to avoid having a buyer "go
around" him to a seller is to cease being a broker and become an owner. In order
to operate optimally in this area, we must have financing in place to purchase
and become the owner of such aircraft we intend to resell. Please see
Management's Discussion and Analysis, Item 2 of this Part 1, for more
information, about financing and other topics.
REPORTING UNDER THE 1934 ACT. Following the effectiveness of this 1934 Act
Registration of the common stock of this Registrant, certain periodic reporting
requirements will be applicable. First and foremost, a 1934 Registrant is
required to file an Annual Report on Form 10-K or 10-KSB, 90 days following the
end of its fiscal year. The key element of such annual filing is Audited
Financial Statement prepared in accordance with standards established by the
Commission. A 1934 Act Registrant also reports on the share ownership of
affiliates and 5% owners, initially, currently and annually. In addition to the
annual reporting, a Registrant is required to file quarterly reports on Form
10-Q or 10-QSB, containing audited or un-audited financial statements, and
reporting other material events. Some events are deemed material enough to
require the filing of a Current Report on Form 8-K. Any events may be reported
currently, but some events, like changes or disagreements with auditors,
resignation of directors, major acquisitions and other changes require
aggressive current reporting. All reports are filed and become public
information.
(1) ESTIMATE OF AMOUNT SPENT ON RESEARCH AND DEVELOPMENT IN EACH OF LAST
TWO YEARS. None.
(2) COSTS AND EFFECTS OF COMPLIANCE WITH ENVIRONMENTAL LAWS. Not
Applicable.
(3) NUMBER OF TOTAL EMPLOYEES AND FULL-TIME EMPLOYEES. We have two
officers and directors and no employees at the present time.
(4) YEAR 2000 COMPLIANCE, EFFECT ON CUSTOMERS AND SUPPLIERS. We have
encountered no Year 2000 problems or issues.
ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
(A) PLAN OF OPERATION. Every dealer, broker or individual has the ability to
electronically determine the ownership of any aircraft in seconds and then go
directly to its owner. The best and most direct method for a broker to avoid
having a buyer "go around" him to a seller is to cease being a broker and become
an owner. The key to success for the Company's proposed program lies in its
ownership of, and therefore control of, its inventory which eliminates the
potential problem of being circumvented and creates the opportunity for greater
profits. The key to achieving that ownership/control lies in securing the
availability of Floor Plan Funds.
ESCROW AND TITLE SERVICE. AIC Title Service, Oklahoma City, Oklahoma, a
bonded aircraft title company and a division of "Aircraft Dealers Network" will
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act as an escrow (trust) agent in all of the Company's transactions. As escrow
agent it will act as a third party for the protection of the seller or buyer,
for the Company, and especially for the purpose of insuring the unencumbered
clarity of title to the aircraft and the security of the Floor Plan lender's
funds. AIC will receive documentation from both the Company and the buyer/seller
accompanied by instructions detailing for them the condition under which they
are to act. The seller, which would be the Company when the Company is selling
and would be the Company's client when the Company is buying, would forward to
AIC a bill of sale with instructions outlining the conditions under which the
document was to be released to the buyer and to which bank and which account
funds were to be wired. A buyer, either the Company or the Company's client,
dependent upon who is buying, would wire transfer funds to AIC's escrow account
along with written instructions, usually by facsimile. Instructions to be
provided to AIC by the Company, whether it is in the position of purchaser or
seller, will require signatures from authorized representatives of the Company.
Management intends to obtain and maintain an inventory in the seven to ten
million dollar range and feels that the Company will be able to turn that
inventory three to four times per year at an average gross profit of six to
eight percent.
(B) CASH REQUIREMENTS AND OF NEED FOR ADDITIONAL FUNDS, TWELVE MONTHS. Our
funding requirements fall into two categories: basic working capital and
financing resources for purchasing aircraft for resale. We have raised
$100,000.00 from investors and spent $96,000.00. We have accordingly only
nominal working capital available. We have no immediate or forseeable need for
additional funding, from sources outside of our circle of shareholders during
the next twelve months. The expenses of our audit, legal and professional
requirements, including expenses in connection with this 1934 Act Registration
of its common stock, have been paid by us from our cash, and future requirements
of this nature will most likely require advances by our management and principal
shareholder.
We have obtained a financing commitment from Colon Finance, Ltd. which will
give us the ability to purchase aircraft at costs substantially below normal
wholesale values. These purchases could be accomplished only if we are prepared
to pay cash immediately upon inspection, appraisal and acceptance of an offer
for a subject aircraft. For this reason such a financing arrangement is
necessary.
The issuer enjoys the non-exclusive use of office, telecommunication and
incidental supplies of stationary, provided by our principal shareholder. These
costs are billed to us on a time-fee basis and are included in our reported
expenses.
We do not anticipate any contingency upon which we would voluntarily cease
filing reports with the SEC, even though we may cease to be required to do so.
It is in our compelling interest to report our affairs quarterly, annually and
currently, as the case may be, generally to provide accessible public
information to interested parties, and also specifically to maintain ours
qualification for the OTCBB, if and when our intended application for submission
may be effective.
(1) SUMMARY OF PRODUCT RESEARCH AND DEVELOPMENT. None.
(2) EXPECTED PURCHASE OR SALE OF PLANT AND SIGNIFICANT EQUIPMENT. None.
(3) EXPECTED SIGNIFICANT CHANGE IN THE NUMBER OF EMPLOYEES. None.
(C) DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
(1) OPERATIONS AND RESULTS FOR THE PAST TWO FISCAL YEARS. As of December
31, 1999, we had accumulated a deficit of $96,022 since our inception on April
14, 1999. As of May 31, 2000 our accumulated deficit was $99,547. We have had no
revenues to date. Our operating expenses and selected financial information
reflect the following:
The Remainder of this Page is Intentionally left Blank
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SELECTED FINANCIAL INFORMATION
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<S> <C> <C>
5/31/00 12/31/99
=========== ===========
Total Assets $ 7,800 $ 7,800
Revenues 0 0
Operating Expenses 3,325 96,022
Net Earnings or (Loss) (3,325) (96,022)
Per Share Earnings or (Loss) (0.00730) (0.021)
Average Common Shares Outstanding 4,822,000 4,627,300
=================================== =========== ===========
</TABLE>
Our operating expenses reflect organization expenses, the expenses of
filing and organizing our corporation, establishing a relationship with our
Certificate and Transfer Agency, preparation of this 1934 Act Registration
Statement, legal, professional and auditing expenses in connection with those
activities. We have not launched operations. The legal and professional expenses
of $3,325, for the five months ended May 31, 2000, are carried as Accounts
Payable. We have sufficient cash to discharge these obligations. During 1999,
Intrepid International, a major shareholder, was paid $70,000 for professional
services rendered to us. These payments to Intrepid, include our legal,
professional and consulting expenses provided by or advanced by Intrepid.
(2) FUTURE PROSPECTS. Our future prospects are entirely dependent upon
our ability to attract investment capital, following the effectiveness of this
1934 Act Registration Statement, clear of comments by the Staff of the
Securities and Exchange Commission. It is the judgment of management that until
we are a full-reporting company, in proper form, we cannot attract the capital
we need.
There is no guarantee that we will ever attract the capital we need. There
is no guarantee that even if fully-funded, our intended business plan will prove
successful.
(D) ACQUISITION CANDIDATE. We are not a candidate for any reverse or direct
acquisition transactions. Our focus will be to realize our present business
plan.
ITEM 3. DESCRIPTION OF PROPERTY.
The Issuer has no property and enjoys the non-exclusive use of offices and
telephone of its principal shareholder.
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
(A) SECURITY OWNERSHIP OF MANAGEMENT. To the best of Registrant's knowledge
and belief the following disclosure presents the total beneficial security
ownership of all Directors and Nominees, naming them, and by all Officers and
Directors as a group, without naming them, of Registrant, known to or
discoverable by Registrant. More than one person, entity or group could be
beneficially interested in the same securities, so that the total of all
percentages may accordingly exceed one hundred percent of some or any classes.
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Please refer to explanatory notes if any, for clarification or additional
information.
(B) SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS. To the best of
Registrant's knowledge and belief the following disclosure presents the total
security ownership of all persons, entities and groups, known to or discoverable
by Registrant, to be the beneficial owner or owners of more than five percent of
any voting class of Registrant's stock. More than one person, entity or group
could be beneficially interested in the same securities, so that the total of
all percentages may accordingly exceed one hundred percent of some or any
classes. Please refer to explanatory notes if any, for clarification or
additional information.
TABLE A/B
COMMON STOCK
OFFICERS AND DIRECTORS AND OWNERS OF 5% OR MORE
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<S> <C> <C>
Name and Address of Beneficial Owner Actual %
Ownership
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Pete Chandler 5,000 0.10
430 4th Street
Ogden UT 84404
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Robert Waddell 5,000 0.10
1934 Man O' War Ct.
Richmond TX 77469
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All Officers and Directors as a Group 10,000 0.21
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Intrepid International Ltd. S.A. (1) 3,750,000 77.60
P.O. Box 8807
Panama 5, Republic de Panama
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Carol Jean Gehlke, Trustee 250,000 5.17
Carol Jean Gehlke Living Trust, dtd 2/11/93
210 Lille Lane #317
Newport Beach CA 92663-2694
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Thomas Felber, Trustee 250,000 5.17
Felber Marketing Inc. Profit Sharing Plan dtd
8/15/94
1950 Oak Hills Drive
Colorado Springs CO 80919
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Total Other 5% Owners 4,250,000 87.95
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TOTAL ALL AFFILIATES 4,260,000 88.15
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Total Shares Issued and Outstanding 4,832,500 100.00
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</TABLE>
(1) Please see Item 7, Relationships and Transactions, for more extensive
disclosure about Intrepid International and its owners and officers.
(C) CHANGES IN CONTROL. There are no arrangements known to Registrant,
including any pledge by any persons, of securities of Registrant, which may at a
subsequent date result in a change of control of the Issuer.
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ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS.
The following persons are the Directors of Registrant, having taken office
from the inception of the issuer, to serve until their successors might be
elected or appointed. The time of the next meeting of shareholders has not been
determined and is not likely to take place before the commencement of
significant operations.
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Executive Officers DIRECTOR'S NAME AGE OFFICE/POSITION
=== ===================
Pete Chandler 35 President
Robert Waddell 54 Secretary/Treasurer
=================================== === ===================
</TABLE>
Mr. Chandler, age 35, was born and raised in Northern Utah, where he
received a Bachelor of Science Degree from Weber State University, in finance
and business administrations. He also attended DeVry Institute of Technology in
Phoenix Arizona, where he studied computer information and accounting systems.
He serves as Director of Research & Finance, for Corporate Relations &
Management, Inc., from August 1999 and presently. From February 1997 until
August 1999, he served as financial markets liaison to Jordan Richards
Associates. From October 1994 until October 1996, he was an investment
consultant to Everen Securities. From January 1, 1994 to October 1994, he was an
agent for New York Life Insurance Company. From August 1993 to December 1993, he
was a sales and leasing representative for Freeway Oldsmobile, Cadillac, Mazda.
Mr. Chandler is a Board Member of the Foster Care Citizens Board, appointed in
1995, and involved in its community service activities. Mr. Chandler serves on
the Board of Directors of the following companies: Ecklan Corporation, Snohomish
Equity Corporation, and Last Company Clothing, Inc. in addition to this
Corporation.
Mr. Waddell, age 54, brings to this Corporation over three decades of
hands-on experience in upper management in the business of aviation marketing,
operations and service. He routinely serves as an expert witness and consultant
on aviation affairs. From 1990 to the present he has served as CEO and General
Manager of Waddell Aviation, a business aviation specialist concentrating on
aircraft marketing and brokerage services, aircraft appraisals and aircraft
charter. From 1975 through 1990, he was president and CEO of Aviation Concepts,
Inc., involved in charter, brokerage, consulting, aircraft sales, contract
flight management and appraisal services. He is a Certified Appraiser by the
National Aircraft Appraisers Association, and other air transport and business
aircraft associations.
ITEM 6. EXECUTIVE COMPENSATION.
There is no present program of executive compensation, and no plan or
compensation is expected to be adopted or authorized at any time before the
commencement of significant operations. On June 1, 2000, we authorized the
issuance of 10,000 new investment shares, 5,000 each to each of our two
Officers/Directors, for services during our development stage, valued at $1,000,
calculated at $0.10 per share. These most recent issuances are not yet reflected
on our financial statements.
Our costs of doing business include payments to Intrepid International, a
principal shareholder, and also our principal consultant and corporate service
provider. During 1999, Intrepid International, a major shareholder was paid
$70,000 for professional services rendered to us. These payments to Intrepid,
include our legal, professional and consulting expenses provided by or advanced
by Intrepid. Please see Item 7, Relationships and Transactions, for more
extensive disclosure about Intrepid International and its owners and officers.
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ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Our principal shareholder, Intrepid International, S.A., is a provider of
corporate services to us and bills us regularly on a time-fee basis.
Intrepid International, S. A. ( Intrepid Panama ) was incorporated in the
Republic of Panama 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 of and for the Intrepid Panama in North America and
Europe. Intrepid US is incorporated in the State of Nevada.
Intrepid provides its services on a negotiated time/fee basis no less
favorable to us that could be obtained commercially from unrelated third
parties. 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. 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. Accordingly, the mission of Intrepid is to assist
us 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 ourself as a public corporation.
The following disclosure is provided about Intrepid and its personnel.
A. INTREPID INTERNATIONAL, S.A. The officers and directors of Intrepid
International, S. A. (Panama) are comprised of three individuals; Laurencio Jaen
O., Teodoro F. Franco L. and Leopoldo Kennion G. All three of these individuals
are Panamanian citizens and each serves as an officer and a director of Intrepid
International, S. A. (Panama).
Laurencio Jaen O., an original incorporator who has served as President and
Director of Intrepid Panama since its inception in 1984, resides in Panama City,
Republic of Panama. He is, and has been for the past twenty five years, Vice
President of Indiasa Corporation ("Indiasa"), a Panamanian corporation, which,
through one of its subsidiaries, Robmar International, is involved in the
manufacture and distribution of chemical products in Argentina and Brazil and
which, through its former subsidiary Indiasa Aviation Corporation, was, for
eight years ending in 1981, engaged in aviation consulting, the leasing,
purchase and sale of aircraft, and the operation of a cargo airline, primarily
in Latin America. Mr. Jaen was a founder of PAISA, Panama's international
airline, served as president of the Colon Free Zone (the world s largest free
trade zone), and as Director of Panama's Social Security Administration. He has
also served as the President of the Panamanian Chamber of Commerce, and as a
member of the Board of Presidential Advisors of the Republic of Panama.
Teodoro F. Franco L., Secretary and a Director of Intrepid Panama, has, for
thirty years, been a specialist in maritime and aviation law. Mr. Franco is a
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partner in Franco and Franco, a law firm in Panama with offices around the
world. In addition to his law practice he has served as Panamanian Consul to
Liverpool, England and for the past five years as Ambassador to Great Britain.
The firm practices maritime, aviation and commercial law and currently is the
legal firm for: IBERIA (the Spanish national airline), KLM (the Dutch national
airline), VIASA (the Venezuelan national airline), Aeroflot (the Russian
national airline) and various smaller Latin American national airlines as well
as being the registered agents for thousands of ocean going ships around the
world flying the Panamanian flag. Mr. Franco brings to Intrepid Panama a wealth
of international legal, commercial and diplomatic experience.
Leopoldo Kennion G., Treasurer and a Director of Intrepid Panama, is, and
has for twenty years, been a Certified Public Accountant specializing in
international accounting and is an associate in the law firm of Franco and
Franco. Mr. Kennion practices maritime, aviation and commercial accounting
serving the specialized needs of the transnational clients of Franco and Franco
by providing an interface between them and their auditors.
J. Dan Sifford, Jr., is the United States Managing Director for Intrepid
International, S.A. (Panama). He is fluent in the Spanish Language. His
biographical information is found below.
B. INTREPID INTERNATIONAL, LTD. The officers and directors of Intrepid
International, Ltd. (Intrepid US) are comprised of two individuals; Kirt W.
James, and J. Dan Sifford, Jr.
Kirt W. James, President and Director, has a lifelong background in
marketing and sales. From 1972 to 1987, Mr. James was responsible for sales and
business administrative matters for Glade N. James Sales Co., Inc.; and from
1987 to 1990 Mr. James built retail markets for American International Medical
Supply Co., a Public Company. In 1990 he formed and become President of HJS
Financial Services, Inc., and is responsible for day to day business of the firm
and consults Client's business and Product Development. During the past five
years Mr. James has been involved in the valuation, sale and acquisition of
numerous private businesses and planning for the entry of private corporations
into the public market place for their securities.
J. Dan Sifford, Jr., Executive Vice President, Secretary/Treasurer and
Director, brings to Intrepid an extensive experience in Corporate management and
familiarity with transnational business, particularly in Latin America. From
1970 to 1982, he was President and sole shareholder of Overseas Aviation
Corporation, an all cargo airline, with operations throughout South America and
Africa. He was founder, President and Chief Executive Officer of Airline of the
Virgin Islands from 1982 until 1993. He served for many years as President of
Indiasa Corporation which, through one of its subsidiaries, was involved in the
manufacture and distribution of chemical products in Argentina and Brazil, and
which, through another subsidiary, was for eight years engaged in aviation
consulting, the leasing, purchase and sale of aircraft, and the operation of a
cargo airline, primarily in Latin America. In recent years he has been engaged
continuously in a wide variety of business activities, including the development
of new business ventures.
ITEM 8. DESCRIPTION OF SECURITIES.
THE REGISTRANT'S CAPITAL AUTHORIZED AND ISSUED. The Registrant is authorized to
issue 100,000,000 shares of a single class of Common Voting Stock, of par value
$0.001, of which 4,832,500 are issued and outstanding.
COMMON STOCK. All shares of Common Stock when issued were fully paid for and
nonassessable. Each holder of Common Stock is entitled to one vote per share on
all matters submitted for action by the stockholders. All shares of Common Stock
are equal to each other with respect to the election of directors and cumulative
voting is not permitted; therefore, the holders of more than 50% of the
outstanding Common Stock can, if they choose to do so, elect all of the
10
<PAGE>
directors. The terms of the directors are not staggered. Directors are elected
annually to serve until the next annual meeting of shareholders and until their
successor is elected and qualified. There are no preemptive rights to purchase
any additional Common Stock or other securities of the Registrant. The owners of
a majority of the common stock may also take any action without prior notice or
meeting which a majority of shareholders could have taken at a regularly called
shareholders meeting, giving notice to all shareholders thereafter of the action
taken. In the event of liquidation or dissolution, holders of Common Stock are
entitled to receive, pro rata, the assets remaining, after creditors, and
holders of any class of stock having liquidation rights senior to holders of
shares of Common Stock, have been paid in full. All shares of Common Stock enjoy
equal dividend rights. There are no provisions in the Articles of Incorporation
or By-Laws which would delay, defer or prevent a change of control.
SECONDARY TRADING refers to the marketability to resell the securities of this
Registrant in brokerage transactions, and that marketability is generally
governed by Rule 144, promulgated by the Securities and Exchange Commission
pursuant to Section 3 of the Securities Act of 1933. Securities which have not
been registered pursuant to the Securities Act of 1933, but were exempt from
such registration when issued, are generally "Restricted Securities" as defined
by Rule 144(a). The impact of the restrictions of Rule 144 are (a) a basic one
year holding period from purchase; and (b) a limitation of the amount any
shareholder may sell during the second year, as to non-affiliates of the
Registrant; however, as to shares owned by affiliates of the Registrant, the
second-year limitation of amounts attaches and continues indefinitely, at least
until such person has ceased to be an affiliate for 90 days or more. The
limitation of amounts is generally 1% of the total issued and outstanding in any
90 day period.
UNRESTRICTED SHARES OF COMMON STOCK. 4,832,500 are issued and outstanding.
3,760,000 shares are held by affiliates of this Registrant. While these shares
are now more than one year old, they remain restricted securities. Rule 144
would permit affiliate resales in limited amounts, normally; however, it is the
opinion of our Special Securities Counsel that these sole founder's shares are
probably not entitled to reliance on Rule 144(e)(1) for resale in brokerage
transactions at this time. It cannot now be determined when such reliance might
be available. The reasons for this uncertainty lies in the fact that the issuer
has not launched operations and has no revenues. It is reasonable to assume that
resales by the sole founder at this stage might not be the kind of ordinary
transaction contemplated by 4(1) of the 1933 Securities Act, and Rule 144
(e)(1). 1,072,500 shares are owned by non-affiliates of this Registrant and are
believed to be unrestricted securities which could be sold in brokerage
transaction in compliance with Rule 144(e)(2).
OPTIONS AND DERIVATIVE SECURITIES. There are no outstanding options or
derivative securities of this Registrant. There are no shares issued or reserved
which are subject to options or warrants to purchase, or securities convertible
into common stock of this Registrant.
RISKS OF "PENNY STOCK." The Company's common stock may be deemed to be "penny
stock" as that term is defined in Reg.Section 240.3a51-1 of the Securities and
Exchange Commission. Penny stock are stocks (i) with a price of less than five
dollars per share; (ii) that are not traded on a "recognized" national exchange;
(iii) whose prices are not quoted on the NASDAQ automated quotation system
(NASDAQ) listed stocks must still meet requirement (i) above); or (iv) in
issuers with net tangible assets less than $2,000,000 (if the issuer has been in
continuous operation for at least three years) or $5,000,000 (if in continuous
operation for less than three years), or with average revenues of less than
$6,000,000 for the last three years.
Section 15(g) of the Securities Exchange Act of 1934, as amended, and Reg.
Section 240.15g 2 of the Securities and Exchange Commission require broker
dealers dealing in penny stocks to provide potential investors with a document
disclosing the risks of penny stocks and to obtain a manually signed and dated
written receipt of the document before effecting any transaction in a penny
stock for the investor's account. Potential investors in the Company's common
stock are urged to obtain and read such disclosure carefully before purchasing
any shares that are deemed to be "penny stock."
Moreover, Reg. Section 240.15g-9 of the Securities and Exchange Commission
requires broker- dealers in penny stocks to approve the account of any investor
for transactions in such stocks before selling any penny stock to that investor.
This procedure requires the broker dealer to (i) obtain from the investor
11
<PAGE>
information concerning his or her financial situation, investment experience and
investment objectives; (ii) reasonably determine, based on that information,
that transactions in penny stocks are suitable for the investor and that the
investor has sufficient knowledge and experience as to be reasonably capable of
evaluating the risks of penny stock transactions; (iii) provide the investor
with a written statement setting forth the basis on which the broker -dealer
made the determination in (ii) above; and (iv) receive a signed and dated copy
of such statement from the investor, confirming that it accurately reflects the
investor's financial situation, investment experience and investment objectives.
Compliance with these requirements may make it more difficult for investors in
the Company's common stock to resell their shares to third parties or to
otherwise dispose of them.
RISKS OF STATE BLUE SKY LAWS. In addition to other risks, restrictions and
limitations which may affect the resale of the existing shares of the common
stock of this Registrant, consideration must be given to the Blue Sky laws and
regulations of each State or jurisdiction in which a shareholder wishing to
re-sell may reside. Some States may distinguish between companies with active
businesses and companies whose only business is to seek to secure business
opportunities, and may restrict or limit resales of otherwise free-trading and
unrestricted securities. This Registrant has taken no action to register or
qualify its common stock for resale pursuant to the Blue Sky laws or
regulations of any State or jurisdiction. Accordingly offers to buy or sell the
existing securities of this Registrant may be unlawful in certain States
12
<PAGE>
--------------------------------------------------------------------------------
PART II
--------------------------------------------------------------------------------
ITEM 1.
MARKET PRICE OF AND DIVIDENDS ON REGISTRANT'S COMMON EQUITY
AND SHAREHOLDER MATTERS.
(A) MARKET INFORMATION. Our common stock is not listed on the NQB Pink Sheets
or the OTCBB and no securities of this Registrant have traded in brokerage
transactions at any time.
(B) HOLDERS. There are presently 20 shareholders of our common stock.
(C) DIVIDENDS. No cash dividends have been paid by the Company on its Common
Stock or other Stock and no such payment is anticipated in the foreseeable
future.
ITEM 2. LEGAL PROCEEDINGS.
There are no proceedings, legal, enforcement or administrative, pending,
threatened or anticipated involving or affecting this Issuer.
ITEM 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS.
There have been no disagreements of any sort or kind with Auditors or
Accountants respecting any matter or item reflected in the financial statements
of this Issuer.
ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES.
On or about April 22, 1999 we authorized the issuance of 3,822,500
founders shares pursuant to Section 4(2) of the Securities Act of 1933 to our
five founders for organizational services, valued at $3,832.50. The shares were
issued at par value.
<TABLE>
<CAPTION>
<S> <C>
Shareholder # Shares
--------------------------------------
Intrepid International S.A. 3,750,000
P.O. Box 8807
Panama 5, Republic de
Panama Affiliate
--------------------------------------
David Mees 30,000
704 Bridgeport Dr. #3
Bismarck ND 58504
--------------------------------------
Wade Vogel 15,500
1108 27th St. N.W.
Mandan ND 58554
--------------------------------------
John Gardner 25,000
1280 Caldara Dr.
Colorado Springs CO 80904
--------------------------------------
David Clifton 2,000
753 Bandit Trail
Keller TX 76180
--------------------------------------
Total Issuance to Founders 3,822,500
======================================
</TABLE>
13
<PAGE>
On April 14, 1999, before the actual filing of our articles of
incorporation, we prepared an offering circular for a maximum of 1,250,000
shares at $0.10 per share, with a minimum of 1,000,000 shares. During the period
from April 22 to June 9, 1999, we placed 1,000,000 shares of our common stock,
at $0.10 per share, also pursuant to Section 4(2) of the 1933 Act, to thirteen
highly sophisticated investors, with pre-existing relationships to management,
and without any public solicitation or advertising. No offers were extended to
persons who did not invest.
On June 1, 2000, we authorized the issuance of 10,000 new investment
shares, 5,000 each to each of our two Officer/Directors, for services valued at
$1,000, calculated at $0.10 per share. These 10,000 shares are not included in
our income per share calculations, because they were issued after the date of
our most recent financial statements.
There were no underwriters or underwriting, and no discounts or
commissions. No securities sold are convertible or exchangeable into equity
securities, nor are there currently any warrants or options representing equity
securities.
ITEM 5. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
There is no provision in our Articles of Incorporation nor 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.
14
<PAGE>
--------------------------------------------------------------------------------
PART F/S
FINANCIAL STATEMENTS PAGE
F-1 Audited Financial Statements December 31, 1999, 16
and from inception, April 14, 1999
F-2 UnAudited Financial Statements for the five months ended May 31,
2000 26
================================================================================
15
<PAGE>
--------------------------------------------------------------------------------
F-1
AUDITED FINANCIAL STATEMENTS DECEMBER 31, 1999
OF
NETAIR.COM, INC.
--------------------------------------------------------------------------------
16
<PAGE>
NetAir.com, Inc.
(A Development Stage Company)
Financial Statements
December 31, 1999
17
<PAGE>
CONTENTS
Independent Auditors Report
Balance Sheet
Statements of Operations
Statements of Stockholders' Equity
Statements of Cash Flows
Notes to the Financial Statements
18
<PAGE>
CROUCH,, BIERWOLF & CHISHOLM
Certified Public Accountants
50 West Broadway, Suite 1130
Salt Lake City, Utah 84101
Independent Auditors Report
To the Board of Directors
and Stockholders of
NetAir.Com, Inc.
We have audited the accompanying balance sheet of NetAir.Com, Inc. (a
development stage company) (a Nevada corporation) as of December 31, 1999 and
the related statements of operations, stockholders' equity and cash flows from
inception on April 14, 1999 through December 31, 1999. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of NetAir.Com, Inc. as of December
31, 1999 and the results of its operations and cash flows from inception on
April 14, 1999 through December 31, 1999 in conformity with generally accepted
accounting principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 2 to the
financial statements, the Company has little operating capital, no revenues and
is dependent on financing to continue operations. These factors raise
substantial doubt about its ability to continue as a going concern.
Management's plans in regard to these matters are also described in the Note 2.
The financial statements do not include any adjustments that might result from
the outcome of this uncertainty.
/s/
Crouch, Bierwolf & Chisholm
Salt Lake City, Utah
January 26, 2000
19
<PAGE>
NetAir.com, Inc.
(A Development Stage Company)
Balance Sheet
<TABLE>
<CAPTION>
<S> <C>
December 31,
1999
ASSETS
Current Assets
Cash $ 7,800
Total Current Assets $ 7,800
--------------
Total Assets $ 7,800
==============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities 0
--------------
Total Liabilites 0
--------------
Stockholders' Equity
Common Stock, par value $0.001; 100,000,000
shares authorized, 4,822,000 shares issued
and outstanding 4,822
Additional paid-in capital 99,000
Deficit accumulated during the development Stage (96,022)
--------------
Total Stockholders' Equity 7,800
--------------
Total Liabilities and Stockholders' Equity $ 7,800
==============
</TABLE>
The accompanying notes are an integral part of these financial statements.
20
<PAGE>
NetAir.com, Inc.
(A Development Stage Company)
Statements of Operations
<TABLE>
<CAPTION>
<S> <C> <C>
From
Inception
From April (April 14,
14, 1999 to 1999 to
December 31, December 31,
1999 1999)
Revenue $ 0 $ 0
-------------- --------------
Expenses ($96,022) ($96,022)
-------------- --------------
Net Income (loss) ($96,022) ($96,022)
============== ==============
Net Income (loss) per share ($0.021) ($0.021)
============== ==============
Weighted average outstanding shares 4,627,300 4,627,300
============== ==============
</TABLE>
The accompanying notes are an integral part of these financial statements.
21
<PAGE>
NetAir.com, Inc.
(A Development Stage Company)
Statements of Stockholders' Equity
For the Period April 14, 1999 (Inception)
Through December 31, 1999
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Deficit
Accumulated
Additional During the
Common Stock paid-in Development
Shares Amount Capital Stage
Balance at inception April 14, 1999 0 $ 0 $ 0 $ 0
Shares issued for services during 1999 3,822,000 3,822 0 0
Shares issued for cash during 1999 1,000,000 1,000 99,000 0
Net Loss for the period ended December 31, 1999 0 0 0 (96,022)
------------ ------- ----------- -------------
Balance, December 31, 1999 4,822,000 $ 4,822 $ 99,000 ($96,022)
============ ======= =========== =============
</TABLE>
The accompanying notes are an integral part of these financial statements.
22
<PAGE>
NetAir.com, Inc.
(A Development Stage Company)
Statements of Cash Flows
For the Period Ended
<TABLE>
<CAPTION>
<S> <C> <C>
From
Inception
From April (April 14,
14, 1999 to 1999) to
December 31, December 31,
1999 1999
Cash Flow Used By Operations:
Net Loss ($96,022) ($96,022)
Adjustment to reconcile net loss to
net cash used by operations:
Stock issued for services 3,822 3,822
-------------- --------------
Net Cash Flows Used in
Operating Activities (92,200) (92,200)
-------------- --------------
Cash Flow Used for Investing Activities 0 0
-------------- --------------
Cash Flow From Financing Activities
Shares issued for cash 100,000 100,000
-------------- --------------
Increase (Decrease) in Cash 7,800 7,800
Cash-Beginning of Period 0 0
-------------- --------------
Cash-End of Period $ 7,800 $ 7,800
============== ==============
Supplemental Cash Flow Information:
Cash Paid for:
Interest $ 0 $ 0
Taxes $ 0 $ 0
Non Cash Financing Activities
The company issued 3,822,000 shares of common stock for
organization costs. These costs were valued at $3,822 and expensed
in 1999.
</TABLE>
The accompanying notes are an integral part of these financial statements.
23
<PAGE>
NETAIR.COM, INC.
(A Development Stage Company)
Notes to Financial Statements
December 31, 1999
NOFE I - SIGNIFICANT ACCOUNTING POLICIES
a. Organization
NetAir.Com, Inc. ("the Company") was incorporated under the laws of the State of
Nevada on April 14, 1999. The Company intends to enter the business of aircraft
appraisal and wholesaling of aircraft to retail dealers and aircraft brokers
principally via the internet. The Company is currently inactive and searching
for a merger candidate.
b. Accounting Method
The Company recognizes income and expenses on the accrual basis of accounting,
c. Earnings (Loss) Per Share
The computation of earnings per share of common stock is based on the weighted
average
number of shares outstanding at the date of the financial statements.
d. Cash and Cash Equivalents
The Company considers all highly liquid investments with maturities of three
months or
less to be cash equivalents.
e. Provision for Income Taxes
No provision for income taxes has been recorded due to net operating loss
carryforwards
totaling approximately $96,022 that will be offset against future taxable
income. These NOL carryforwards begin to expire in the year 2014. No tax
benefit has been reported in the financial statements because the Company
believes there is a 50% or greater change the carryforward will expire unused.
Deferred tax assets and the valuation account is as follows at December 31,
1999.
Deferred tax asset:
NOL carrryforward $ $20,897
Valuation allowance (20,897)
Total $ 0
f Organization Cost
The Company incurred $3,822 of organization costs in 1999. These costs, which
were paid by shareholders of the Company were exchanged for 3,822,000 shares of
common stock. These costs were expensed in 1999 and will be recovered only if,
the Company is able to generate positive cash flow from operations.
24
<PAGE>
NETAIR.COM, INC.
(A Development Stage Company)
Notes to Financial Statements
December 31, 1999
NOTE 2 - GOING CONCERN
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. The Company is dependent upon raising
capital to continue operations. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty. It is
management's plan to find an operating company to merge with, thus creating
necessary operating revenue.
NOTE 3 - DEVELOPMENT STAGE COMPANY
The Company is a development stage company as defined in Financial
Accounting Standards Board Statement No. 7. It is concentrating substantially
all of its efforts in raising capital and developing its business operations in
order to generate significant revenues.
NOTE 4- RELATED PARTY
During 1999, Intrepid International, a major shareholder, was paid $70,000
for professional services rendered to the Company.
25
<PAGE>
--------------------------------------------------------------------------------
F-2
UNAUDITED FINANCIAL STATEMENTS
OF
NETAIR.COM, INC.
FOR THE PERIOD ENDING MAY 31, 2000
--------------------------------------------------------------------------------
26
<PAGE>
NETAIR.COM, INC.
BALANCE SHEET (UNAUDITED)
December 31, 1999 and May 31, 2000
<TABLE>
<CAPTION>
<S> <C> <C>
May 31, December 31,
2000 1999
--------- --------------
ASSETS
CURRENT ASSETS
Cash $ 7,800 $ 7,800
TOTAL CURRENT ASSETS $ 7,800 $ 7,800
--------- --------------
TOTAL ASSETS $ 7,800 $ 7,800
========= ==============
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Accounts payable 3,525 0
Total accounts payable
STOCKHOLDERS' EQUITY
Common Stock, $.001 par value; authorized 100,000,000
shares; issued and outstanding, 4,822,000 shares 4,822 4,822
Additional paid-in capital 99,000 99,000
Accumulated equity (deficit) (99,547) (96,022)
Total Stockholders' Equity 4,275 7,800
--------- --------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 7,800 $ 7,800
========= ==============
</TABLE>
The accompanying notes are an integral part of these financial statements.
27
<PAGE>
NETAIR.COM, INC.
STATEMENTS OF OPERATIONS (UNAUDITED)
May 31, 1999 and 2000
<TABLE>
<CAPTION>
<S> <C> <C> <C>
From
Inception
From January From April (April
1, 2000 to 14, 1999 to 14, 1999) to
May 31, May 31, May 31,
2000 1999 2000
------------- ------------ -------------
Revenues $ 0 $ 0 $ 0
------------- ------------ -------------
Net Loss from Operations 3,525 3,822 99,547
Net Income (Loss) $ 3,525 $ 3,822 $ 99,547
============= ============ =============
Loss per Share $ (0.00073) $ (0.00100) $ (0.02257)
============= ============ =============
Weighted Average
Shares Outstanding 4,822,000 3,822,000 4,411,372
============= ============ =============
</TABLE>
The accompanying notes are an integral part of these financial statements.
28
<PAGE>
NETAIR.COM, INC.
STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)(UNAUDITED)
From inception (April 14, 1999) through December 31, 1999
And for the five month period ended May 31, 2000
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
Additional Accumulated Total Stock-
Common Par Paid-In Equity holders' Equity
Stock Value Capital (Deficit) (Deficit)
--------- ------ ----------- ------------- -----------------
Common Stock issued at inception 3,822,000 $3,822 $ 0 $ 0 $ 3,822
Sale of Common Stock for
$0.10 per share 1,000,000 1,000 99,000 0 0
Net loss during period 0 0 0 (96,022) 0
Balance at December 31, 1999 4,822,000 $4,822 $ 99,000 ($96,022) $ 7,800
Net loss during period 0 0 0 (3,525) 0
Balance at May 31, 2000 4,822,000 $4,822 $ 99,000 ($99,547) $ 4,275
</TABLE>
The accompanying notes are an integral part of these financial statements.
29
<PAGE>
NETAIR.COM, INC.
STATEMENTS OF CASH FLOWS (UNAUDITED)
May 31, 1999 and 2000
<TABLE>
<CAPTION>
<S> <C> <C> <C>
From
Inception
From January From April (April
1, 2000 to 14, 1999 to 14, 1999) to
May 31, May 31, December 31,
2000 1999 1999
-------------- ------------- --------------
Operating Activities
Net Income (Loss) $ 3,525 $ 3,822 $ 99,547
Items not affecting cash:
Stock issued for services 0 (3,822) (3,822)
-------------- ------------- --------------
Net Cash from Operations (3,525) -0- (95,725)
Cash from financing activities
Increase in accounts payable 3,525 0 3,525
Sale of Common Stock 0 0 100,000
-------------- ------------- --------------
Cash Increase (Decrease) 0 -0- 7,800
Beginning Cash 7,800 0 0
Cash as of Statement Date $ 7,800 $ 0 $ 7,800
============== ============= ==============
</TABLE>
The accompanying notes are an integral part of these financial statements.
30
<PAGE>
NETAIR.COM, INC.
(A Development Stage Company)
Notes to Financial Statements
May 31, 2000
NOTE I - SIGNIFICANT ACCOUNTING POLICIES
a. Organization
NetAir.Com, Inc. ("the Company") was incorporated under the laws of the State of
Nevada on April 14, 1999. The Company intends to enter the business of aircraft
appraisal and wholesaling of aircraft to retail dealers and aircraft brokers
principally via the internet. The Company is currently inactive and searching
for a merger candidate.
b. Accounting Method
The Company recognizes income and expenses on the accrual basis of accounting.
c. Earnings (Loss) Per Share
The computation of earnings per share of common stock is based on the weighted
average number of shares outstanding at the date of the financial statements.
d. Cash and Cash Equivalents
The Company considers all highly liquid investments with maturities of three
months or
less to be cash equivalents.
e. Provision for Income Taxes
No provision for income taxes has been recorded due to net operating loss
carryforwards totaling approximately $96,022 that will be offset against future
taxable income. These NOL carryforwards begin to expire in the year 2014. No
tax benefit has been reported in the financial statements because the Company
believes there is a 50% or greater change the carryforward will expire unused.
Deferred tax assets and the valuation account is as follows at December 31, 1999
and May 31, 2000.
May 31, December 31,
2000 1999
-----------------------------------------------------
Deferred tax asset:
NOL carrryforward $ 20,897 $ 20,897
Valuation allowance (20,897) (20,897)
Total 0 0
f. Organization Cost
The Company incurred $3,822 of organization costs in 1999. These costs, which
were paid by shareholders of the Company were exchanged for 3,822,000 shares of
common stock. These costs were expensed in 1999 and will be recovered only if,
the Company is able to generate positive cash flow from operations.
31
<PAGE>
NETAIR.COM, INC.
(A Development Stage Company)
Notes to Financial Statements
May 31, 2000
NOTE 2 - GOING CONCERN
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. The Company is dependent upon raising
capital to continue operations. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty. It is
management's plan to find an operating company to merge with, thus creating
necessary operating revenue.
NOTE 3 - DEVELOPMENT STAGE COMPANY
The Company is a development stage company as defined in Financial Accounting
Standards Board Statement No. 7. It is concentrating substantially all of its
efforts in raising capital and developing its business operations in order to
generate significant revenues.
NOTE 4 - RELATED PARTY
During 1999, Intrepid International, a major shareholder, was paid $70,000 for
professional services rendered to the Company.
32
<PAGE>
--------------------------------------------------------------------------------
PART III
--------------------------------------------------------------------------------
33
<PAGE>
ITEM 1. INDEX TO EXHIBITS.
Exhibit Index
Exhibit Table Category / Description of Exhibit Page Number
Table
#
--------------------------------------------------------------------------------
[3] ARTICLES/CERTIFICATES OF INCORPORATION, AND BY-LAWS
3.1 Articles of Incorporation of the Registrant 35
3.2 By-Laws of this Registrant 38
[6] MATERIAL CONTRACTS
10.1 Intrepid International Financial Services Consulting Agreement 47
================================================================================
34
<PAGE>
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to signed on its behalf by the undersigned, thereunto
authorized.
Dated: June 15, 2000
NETAIR.COM, INC.
by
/s/ /s/
Pete Chandler Robert Waddell
President/Director Secretary/Director
35
<PAGE>
--------------------------------------------------------------------------------
EXHIBIT 3.1
ARTICLES OF INCORPORATION
--------------------------------------------------------------------------------
36
<PAGE>
ARTICLES OF INCORPORATION
OF
NETAIR.COM, INC.
ARTICLE I. The name of the Corporation is NETAIR.COM, INC.
ARTICLE II. Its principal office in the State of Nevada is 774 Mays Blvd.
#10, Incline Village NV 89452. The initial resident agent for services of
process at that address is N&R Ltd. Group, Inc
ARTICLE III. The purposes for which the corporation is organized are to
engage in any activity or business not in conflict with the laws of the State of
Nevada or of the United States of America. The period of existence of the
corporation shall be perpetual.
ARTICLE IV. The corporation shall have authority to issue an aggregate of
100,000,000 shares of common voting equity stock of par value one mil ($0.001)
per share, and no other class or classes of stock, for a total capitalization of
$100,000. The corporation's capital stock may be sold from time to time for such
consideration as may be fixed by the Board of Directors, provided that no
consideration so fixed shall be less than par value.
ARTICLE V. No shareholder shall be entitled to any preemptive or
preferential rights to subscribe to any unissued stock or any other securities
which the corporation may now or hereafter be authorized to issue, nor shall any
shareholder possess cumulative voting rights at any shareholders meeting, for
the purpose of electing Directors, or otherwise.
ARTICLE VI. The name and address of the Incorporator of the corporation is
William Stocker, Attorney at Law, 34700 Pacific Coast Highway, Suite 303,
Capistrano Beach CA 92624, phone (949) 248-9561, fax (949) 248-1688. The
affairs of the corporation shall be governed by a Board of Directors of not less
than one (1) nor more than (7) persons. The Incorporator shall act as Sole
Initial Director.
ARTICLE VII. The Capital Stock, after the amount of the subscription price
or par value, shall not be subject to assessment to pay the debts of the
corporation, and no stock issued, as paid up, shall ever be assessable or
assessed.
ARTICLE VIII. The initial By-laws of the corporation shall be adopted by
its Board of Directors. The power to alter, amend or repeal the By-laws, or
adopt new By-laws, shall be vested in the Board of Directors, except as
otherwise may be specifically provided in the By-laws.
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I THE UNDERSIGNED, being the Incorporator hereinbefore named for the
purpose of forming a corporation pursuant the General Corporation Law of the
State of Nevada, do make and file these Articles of Incorporation, hereby
declaring and certifying that the facts herein stated are true, and accordingly
have set my hand hereunto this Day,
April 20, 1999.
/s/
William Stocker
Attorney at Law
Incorporator
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EXHIBIT 3.2
BY-LAWS
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BY-LAWS
OF
NETAIR.COM, INC.
A NEVADA CORPORATION
ARTICLE I
CORPORATE OFFICES
The principal office of the corporation in the State of Nevada shall be
located at 774 Mays Blvd. Suite 10, Incline Village NV 89451. The corporation
may have such other offices, either within or without the State of incorporation
as the board of directors may designate or as the business of the corporation
may from time to time require.
ARTICLE II
SHAREHOLDERS' MEETINGS
SECTION 1. PLACE OF MEETINGS
The directors may designate any place, either within or without the State
unless otherwise prescribed by statute, as the place of meeting for any annual
meeting or for any special meeting called by the directors. A waiver of notice
signed by all stockholders entitled to vote at a meeting may designate any
place, either within or without the State unless otherwise prescribed by
statute, as the place for holding such meeting. If no designation is made, or if
a special meeting be otherwise called, the place of meeting shall be the
principal office of the corporation.
SECTION 2. ANNUAL MEETINGS
The time and date for the annual meeting of the shareholders shall be set
by the Board of Directors of the Corporation, at which time the shareholders
shall elect a Board of Directors and transact any other proper business. Unless
the Board of Directors shall determine otherwise, the annual meeting of the
shareholders shall be held on the second Monday of June in each year, if not a
holiday, at Ten o'clock A.M., at which time the shareholders shall elect a Board
of Directors and transact any other proper business. If this date falls on a
holiday, then the meeting shall be held on the following business day at the
same hour.
SECTION 3. SPECIAL MEETINGS
Special meetings of the shareholders may be called by the President, the
Board of Directors, by the holders of at least ten percent of all the shares
entitled to vote at the proposed special meeting, or such other person or
persons as may be authorized in the Articles of Incorporation.
SECTION 4. NOTICES OF MEETINGS
Written or printed notice stating the place, day and hour of the meeting
and, in the case of a special meeting, the purpose or purposes for which the
meeting is called, shall be delivered not less than ten (l0) days nor more than
sixty (60) days before the date of the meeting, either personally or by mail, by
the direction of the president, or secretary, or the officer or persons calling
the meeting. If mailed, such notice shall be deemed to be delivered when
deposited in the United States mail, addressed to the stockholder at his address
as it appears on the stock transfer books of the corporation, with postage
thereon prepaid.
Closing of Transfer Books or Fixing Record Date.
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(a) For the purpose of determining stockholders entitled to notice of or to
vote at any meeting of stockholders or any adjournment thereof, or stockholders
entitled to receive payment of any dividend, or in order to make a determination
of stockholders for any other proper purpose, the directors of the corporation
may provide that the stock transfer books shall be closed for a stated period
but not to exceed, in any case twenty (20) days. If the stock transfer books be
closed for the purpose of determining stockholders entitled to notice or to vote
at a meeting of stockholders, such books shall be closed for at least twenty
(20) days immediately preceding such meeting.
(b) In lieu of closing the stock transfer books, the directors may
prescribe a day not more than sixty (60) days before the holding of any such
meeting as the day as of which stockholders entitled to notice of the and to
vote at such meeting must be determined. Only stockholders of record on that day
are entitled to notice or to vote at such meeting
(c) The directors may adopt a resolution prescribing a date upon which the
stockholders of record are entitled to give written consent to actions in lieu
of meeting. The date prescribed by the directors may not precede nor be more
than ten (10) days after the date the resolution is adopted by directors.
SECTION 5. VOTING LIST.
The officer or agent having charge of the stock transfer books for the
shares of the corporation shall make, at least ten (l0) days before each meeting
of stockholders, a complete list of stockholders entitled to vote at such
meeting, or any adjournment thereof, arranged in alphabetical order, with the
address of and number of shares held by each, which list, for a period of ten
(l0) days prior to such meeting, shall be kept on file at the principal office
of the corporation and shall be subject to inspection by any stockholder at any
time during usual business hours. Such list shall also be produced and kept open
at the time and place of the meeting and shall be subject to the inspection of
any stockholder during the whole time of the meeting. The original stock
transfer book shall be prima facie evidence as to who are the stockholders
entitled to examine such list or transfer books or to vote at the meeting of
stockholders.
SECTION 6. QUORUM.
At any meeting of stockholders, a majority of fifty percent plus one vote,
of the outstanding shares of the corporation entitled to vote, represented in
person or by proxy, shall constitute a quorum at a meeting of stockholders. If
less than said number of the outstanding shares are represented at a meeting, a
majority of the outstanding shares so represented may adjourn the meeting from
time to time without further notice. At such adjourned meeting at which a quorum
shall be present or represented, any business may be transacted which might have
been transacted at the meeting originally notified. The stockholders present at
a duly organized meeting may continue to transact business until adjournment,
notwithstanding the withdrawal of enough stockholders to leave less than a
quorum.
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SECTION 7. PROXIES.
At all meetings of the stockholders, a stockholder may vote by proxy
executed in writing by the stockholder or by his duly authorized attorney in
fact. Such proxy shall be filed with the secretary of the corporation before or
at the time of the meeting. Such proxies may be deposited by electronic
transmission.
SECTION 8. VOTING.
Each stockholder entitled to vote in accordance with the terms and
provisions of the certificate of incorporation and these by-laws shall be
entitled to one vote, in person or by proxy, for each share of stock entitled to
vote held by such shareholder. Upon the demand of any stockholder, the vote for
directors and upon any question before the meeting shall be by ballot. All
elections for directors shall be decided by plurality vote; all other questions
shall be decided by majority vote except as otherwise provided by the
Certificate of Incorporation or the laws of Nevada.
SECTION 9. ORDER OF BUSINESS.
The order of business at all meetings of the stockholders, shall be as
follows:
a. Roll Call.
b. Proof of notice of meeting or waiver of notice.
c. Reading of minutes of preceding meeting.
d. Reports of Officers.
e. Reports of Committees.
f. Election of Directors.
g. Unfinished Business.
h. New Business.
SECTION 10. INFORMAL ACTION BY STOCKHOLDERS.
Unless otherwise provided by law, any action required to be taken, or any
other action which may be taken, at a meeting of the stockholders, may be taken
without a meeting if a consent in writing, setting forth the action so taken,
shall be signed by all of the stockholders entitled to vote with respect to the
subject matter thereof. Unless otherwise provided by law, any action required to
be taken, or any other action which may be taken, at a meeting of the
stockholders, may be taken without a meeting if a consent in writing, setting
forth the action so taken, shall be signed by a Majority of all of the
stockholders entitled to vote with respect to the subject matter thereof at any
regular meeting called on notice, and if written notice to all shareholders is
promptly given of all action so taken.
SECTION 11. BOOKS AND RECORDS.
The Books, Accounts, and Records of the corporation, except as may be
otherwise required by the laws of the State of Nevada, may be kept outside of
the State of Nevada, at such place or places as the Board of Directors may from
time to time appoint. The Board of Directors shall determine whether and to what
extent the accounts and the books of the corporation, or any of them, other than
the stock ledgers, shall be open to the inspection of the stockholders, and no
stockholder shall have any right to inspect any account or book or document of
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this Corporation, except as conferred by law or by resolution of the
stockholders or directors. In the event such right of inspection is granted to
the Stockholder(s) all fees associated with such inspection shall be the sole
expense of the Stockholder(s) demanding the inspection. No book, account, or
record of the Corporation may be inspected without the legal counsel and the
accountants of the Corporation being present. The fees charged by legal counsel
and accountants to attend such inspections shall be paid for by the Stockholder
demanding the inspection.
ARTICLE III
BOARD OF DIRECTORS
SECTION 1. GENERAL POWERS.
The business and affairs of the corporation shall be managed by its board
of directors. The directors shall in all cases act as a board, and they may
adopt such rules and regulations for the conduct of their meetings and the
management of the corporation, as they may deem proper, not inconsistent with
these by-laws and the laws of this State.
SECTION 2. NUMBER, TENURE, AND QUALIFICATIONS.
The number of directors of the corporation shall be a minimum of one (l)
and a maximum of nine (7), or such other number as may be provided in the
Articles of Incorporation, or amendment thereof. Each director shall hold office
until the next annual meeting of stockholders and until his successor shall have
been elected and qualified.
SECTION 3. REGULAR MEETINGS.
A regular meeting of the directors, shall be held without other notice than
this by-law immediately after, and at the same place as, the annual meeting of
stockholders. The directors may provide, by resolution, the time and place for
holding of additional regular meetings without other notice than such
resolution.
SECTION 4. SPECIAL MEETINGS.
Special meetings of the directors may be called by or at the request of the
president or any two directors. The person or persons authorized to call special
meetings of the directors may fix the place for holding any special meeting of
the directors called by them.
SECTION 5. NOTICE.
Notice of any special meeting shall be given at least one day previously
thereto by written notice delivered personally, or by telegram or mailed to each
director at his business address. If mailed, such notice shall be deemed to be
delivered when deposited in the United States mail so addressed, with postage
thereon prepaid. The attendance of a director at a meeting shall constitute a
waiver of notice of such meeting, except where a director attends a meeting for
the express purpose of objecting to the transaction of any business because the
meeting is not lawfully called or convened.
SECTION 6. QUORUM.
At any meeting of the directors fifty (50) percent shall constitute a
quorum for the transaction of business, but if less than said number is present
at a meeting, a majority of the directors present may adjourn the meeting from
time to time without further notice.
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SECTION 7. MANNER OF ACTING.
The act of the majority of the directors present at a meeting at which a
quorum is present shall be the act of the directors.
SECTION 8. NEWLY CREATED DIRECTORSHIPS AND VACANCIES.
Newly created directorships resulting from an increase in the number of
directors and vacancies occurring in the board for any reason except the removal
of directors without cause may be filled by a vote of the majority of the
directors then in office, although less than a quorum exists. Vacancies
occurring by reason of the removal of directors without cause shall be filled by
vote of the stockholders. A director elected to fill a vacancy caused by
resignation, death or removal shall be elected to hold office for the unexpired
term of his predecessor.
SECTION 9. REMOVAL OF DIRECTORS.
Any or all of the directors may be removed for cause by vote of the
stockholders or by action of the board. Directors may be removed without cause
only by vote of the stockholders.
SECTION 10. RESIGNATION.
A director may resign at any time by giving written notice to the board,
the president or the secretary of the corporation. Unless otherwise specified in
the notice, the resignation shall take effect upon receipt thereof by the board
or such officer, and the acceptance of the resignation shall not be necessary to
make it effective.
SECTION 11. COMPENSATION.
No compensation shall be paid to directors, as such, for their services,
but by resolution of the board a fixed sum and expenses for actual attendance at
each regular or special meeting of the board may be authorized. Nothing herein
contained shall be construed to preclude any director from serving the
corporation in any other capacity and receiving compensation therefor.
SECTION 12. EXECUTIVE AND OTHER COMMITTEES.
The board, by resolution, may designate from among its members an executive
committee and other committees, each consisting of one (l) or more directors.
Each such committee shall serve at the pleasure of the board.
ARTICLE IV
OFFICERS
SECTION 1. NUMBER.
The officers of the corporation shall be the president, a secretary and a
treasurer, each of whom shall be elected by the directors. Such other officers
and assistant officers as may be deemed necessary may be elected or appointed by
the directors.
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SECTION 2. ELECTION AND TERM OF OFFICE.
The officers of the corporation to be elected by the directors shall be
elected annually at the first meeting of the directors held after each annual
meeting of the stockholders. Each officer shall hold office until his successor
shall have been duly elected and shall have qualified or until his death or
until he shall resign or shall have been removed in the manner hereinafter
provided. In the event that no election of officers be held by the directors at
that time, the existing officers shall be deemed to have been confirmed in
office by the directors.
SECTION 3. REMOVAL.
Any officer or agent elected or appointed by the directors may be removed
by the directors whenever in their judgement the best interest of the
corporation would be served thereby, but such removal shall be without prejudice
to contract rights, if any, of the person so removed.
SECTION 4. VACANCIES.
A vacancy in any office because of death, resignation, removal,
disqualification or otherwise, may be filled by the directors for the unexpired
portion of the term.
SECTION 5. PRESIDENT.
The president shall be the principal executive officer of the corporation
and, subject to the control of the directors, shall in general supervise and
control all of the business and affairs of the corporation. He shall, when
present, preside at all meetings of the stockholders and of the directors. He
may sign, with the secretary or any other proper officer of the corporation
thereunto authorized by the directors, certificates for shares of the
corporation, any deeds, mortgages, bonds, contracts, or other instruments which
the directors have authorized to be executed, except in cases where the
directors or by these by-laws to some other officer or agent of the corporation,
or shall be required by law to be otherwise signed or executed; and in general
shall perform all duties incident to the office of president and such other
duties as may be prescribed by the directors from time to time.
SECTION 6. CHAIRMAN OF THE BOARD.
In the absence of the president or in the event of his death, inability or
refusal to act, the chairman of the board of directors shall perform the duties
of the president, and when so acting, shall have all the powers of and be
subject to all the restrictions upon the president. The chairman of the board of
directors shall perform such other duties as from time to time may be assigned
to him by the directors.
SECTION 7. SECRETARY.
The secretary shall keep the minutes of the stockholders' and of the
directors' meetings in one or more books provided for that purpose, see that all
notices are duly given in accordance with the provisions of these by-laws or as
required, be custodian of the corporate records and of the seal of the
corporation and keep a register of the post office address of each stockholder
which shall be furnished to the secretary by such stockholder, have general
charge of the stock transfer books of the corporation and in general perform all
the duties incident to the office of secretary and such other duties as from
time to time may be assigned to him by the president or by the directors.
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SECTION 8. TREASURER.
If required by the directors, the treasurer shall give a bond for the
faithful discharge of his duties in such sum and with such surety or sureties as
the directors shall determine. He shall have charge and custody of and be
responsible for all funds and securities of the corporation; receive and give
receipts for moneys due and payable to the corporation from any source
whatsoever, and deposit all such moneys in the name of the corporation in such
banks, trust companies or other depositories as shall be selected in accordance
with these by-laws and in general perform all of the duties incident to the
office of treasurer and such other duties as from time to time may be assigned
to him by the president or by the directors.
SECTION 9. SALARIES.
The salaries of the officers shall be fixed from time to time by the
directors and no officer shall be prevented from receiving such salary by reason
of fact that he is also a director of the corporation.
ARTICLE V
CONTRACTS, LOANS, CHECKS AND DEPOSITS
SECTION 1. CONTRACTS.
The directors may authorize any officer or officers, agent or agents to
enter into any contract or execute and deliver any instrument in the name of and
on behalf of the corporation, and such authority may be general or confined to
specific instances.
SECTION 2. LOANS.
No loans shall be contracted on behalf of the corporation and no evidences
of indebtedness shall be issued in its name unless authorized by a resolution of
the directors. Such authority may be general or confined to specific instances.
SECTION 3. CHECKS, DRAFTS, ETC.
All checks, drafts or other orders for the payment of money, notes or other
evidences of indebtedness issued in the name of the corporation, shall be signed
by such officer or officers, agent or agents of the corporation and in such
manner as shall from time to time be determined by resolution of the directors.
SECTION 4. DEPOSITS.
All funds of the corporation not otherwise employed shall be deposited from
time to time to the credit of the corporation in such banks, trust companies or
other depositories as the directors may select.
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ARTICLE VI
FISCAL YEAR
The fiscal year of the corporation shall begin on the lst day of January in
each year, or on such other day as the Board of Directors shall fix.
ARTICLE VII
DIVIDENDS
The directors may from time to time declare, and the corporation may pay,
dividends on its outstanding shares in the manner and upon the terms and
conditions provided by law.
ARTICLE VIII
SEAL
The directors may provide a corporate seal which shall have inscribed
thereon the name of the corporation, the state of incorporation, year of
incorporation and the words, "Corporate Seal".
ARTICLE IX
WAIVER OF NOTICE
Unless otherwise provided by law, whenever any notice is required to be
given to any stockholder or director of the corporation under the provisions of
these by-laws or under the provisions of the articles of incorporation, a waiver
thereof in writing, signed by the person or persons entitled to such notice,
whether before or after the time stated therein, shall be deemed equivalent to
the giving of such notice.
ARTICLE X
AMENDMENTS
These by-laws may be altered, amended or repealed and new by-laws may be
adopted in the same manner as their adoption, by the Board of Directors if so
adopted; by a vote of the stockholders representing a majority of all the shares
issued and outstanding, if so adopted or adopted by the Board of Directors; or,
in any case, at any annual stockholders' meeting or at any special stockholders'
meeting when the proposed amendment has been set out in the notice of such
meeting.
CERTIFICATION
THE SECRETARY of the Corporation hereby certifies that the foregoing is a
true and correct copy of the By-Laws of the Corporation named in the title
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thereto and that such By-Laws were duly adopted by the Board of Directors of
said Corporation on the date set forth below.
EXECUTED, AND CORPORATE SEAL AFFIXED, this day of April 21, 1999.
/s/
Robert Waddell
Secretary
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EXHIBIT 10.1
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 NetAir.com, Inc. a Nevada Corporation,
(hereafter Client ) and dated April 21, 1999. In consideration of the mutual
promises contained herein, and on the 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 $150.00/hr), its
prime consultant, J. Dan Sifford Jr. (billable at $240.00/hr), and such
incidental secretarial services (billable at $100.00/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,
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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.
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.
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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.
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.
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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, President
THE ABOVE IS UNDERSTOOD AND AGREED TO and I state under the penalties of perjury
that I am authorized to execute this letter agreement:
NetAir.com, Inc.
Date: April 21, 1999 By: Pete Chandler
/s/
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) 13 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 12(b) or 12(g) of the Securities Exchange Act of 1934. Such Issuers
have extensive additional reporting requirement under 13 of the 1934 Act and
Regulations promulgated with respect thereto. These companies must be concerned
with reports of insider trading, and must observe special rules for calling
shareholder meetings whether or not proxies are solicited, among other specific
and detailed requirements.
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(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
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.
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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.
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
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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.
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.
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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.
III. MANAGEMENT OF INTREPID
A. INTREPID INTERNATIONAL, S.A. The officers and directors of Intrepid
International, S. A. (Panama) are comprised of three individuals; Laurencio Jaen
O., Teodoro F. Franco L. and Leopoldo Kennion G. All three of these individuals
are Panamanian citizens and each serves as an officer and a director of the
Company.
Laurencio Jaen O., an original incorporator who has served as President and
Director of the Company since its inception in 1984, resides in Panama City,
Republic of Panama. He is, and has been for the past twenty five years, Vice
President of Indiasa Corporation ("Indiasa"), a Panamanian corporation, which,
through one of its subsidiaries, Robmar International, is involved in the
manufacture and distribution of chemical products in Argentina and Brazil and
which, through its former subsidiary Indiasa Aviation Corporation, was, for
eight years ending in 1981, engaged in aviation consulting, the leasing,
purchase and sale of aircraft, and the operation of a cargo airline, primarily
in Latin America. Mr. Jaen was a founder of PAISA, Panama's international
airline, served as president of the Colon Free Zone (the world s largest free
trade zone), and as Director of Panama's Social Security Administration. He has
also served as the President of the Panamanian Chamber of Commerce, and as a
member of the Board of Presidential Advisors of the Republic of Panama.
Teodoro F. Franco L., Secretary and a Director of the Company, has, for
thirty years, been a specialist in maritime and aviation law. Mr. Franco is a
partner in Franco and Franco, one of the most prestigious law firms in Panama
with offices around the world. In addition to his law practice he has served as
Panamanian Consul to Liverpool, England and for the past five years as
Ambassador to Great Britain. The firm of Franco and Franco is regarded with the
highest degree of integrity and professionalism in the business and political
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community in Panama with its partners and several of its associates holding or
having held public office. Teodoro Franco s brother and partner, Dr. Juaquin F.
Franco, Jr., has held many public offices over the past four decades, most
recently as the Governor of Colon Province, the state containing the Atlantic
entrance to the Panama Canal and the Colon Free Zone. His nephew and associate
in the firm, Juaquin F. Franco, III, has served as the Minister of Commerce and
is currently a member of the House of Representatives and a candidate for
President of the Republic. The firm practices maritime, aviation and commercial
law and currently is the legal firm for: IBERIA (the Spanish national airline),
KLM (the Dutch national airline), VIASA (the Venezuelan national airline),
Aeroflot (the Russian national airline) and various smaller Latin American
national airlines as well as being the registered agents for thousands of ocean
going ships around the world flying the Panamanian flag. Mr. Franco brings to
the Company a wealth of international legal, commercial and diplomatic
experience.
Leopoldo Kennion G., Treasurer and a Director of the Company, is, and has
for twenty years, been a Certified Public Accountant specializing in
international accounting and is an associate in the law firm of Franco and
Franco. Mr. Kennion practices maritime, aviation and commercial accounting
serving the specialized needs of the transnational clients of Franco and Franco
by providing an interface between them and their auditors.
J. Dan Sifford, Jr., is the United States Managing Director for Intrepid
International, S.A. (Panama). He is fluent in the Spanish Language. His
biographical information is found below.
B. INTREPID INTERNATIONAL, LTD. The officers and directors of Intrepid
International, Ltd. (Nevada) are comprised of two individuals; Kirt W. James,
and J. Dan Sifford, Jr. In addition, William Stocker, Esq. serves as the United
States General Counsel. All three of these individuals are U. S. citizens.
Kirt W. James, President and Director, has a lifelong background in
marketing and sales. From 1972 to 1987, Mr. James was responsible for sales and
business administrative matters for Glade N. James Sales Co., Inc.; and from
1987 to 1990 Mr. James built retail markets for American International Medical
Supply Co., a Public Company. In 1990 he formed and become President of HJS
Financial Services, Inc., and is responsible for day to day business of the firm
and consults Client's business and Product Development. During the past five
years Mr. James has been involved in the valuation, sale and acquisition of
numerous private businesses and planning for the entry of private corporations
into the public market place for their securities.
J. Dan Sifford, Jr., Executive Vice President, Secretary/Treasurer and
Director, brings to the Company an extensive experience in Corporate management
and familiarity with transnational business, particularly in Latin America. From
1970 to 1982, he was President and sole shareholder of Overseas Aviation
Corporation, an all cargo airline, with operations throughout South America and
Africa. He was founder, President and Chief Executive Officer of Airline of the
Virgin Islands from 1982 until 1993. He served for many years as President of
Indiasa Corporation which, through one of its subsidiaries, was involved in the
manufacture and distribution of chemical products in Argentina and Brazil, and
which, through another subsidiary, was for eight years engaged in aviation
consulting, the leasing, purchase and sale of aircraft, and the operation of a
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cargo airline, primarily in Latin America. In recent years he has been engaged
continuously in a wide variety of business activities, including the development
of new business ventures.
William Stocker, U.S. Counsel, is an attorney with extensive experience in
real estate, business law and bankruptcy litigation. During the past five years,
he has restricted his practice to general corporate law and services to
corporate clients, dealing with acquisitions, reorganizations and mergers
involving young and emerging businesses. He was admitted to practice in
California on January 13, 1969, and has been a member in good standing
continuously since admission. He is also admitted to practice before the United
States Supreme Court, the United States Court of Claims, the United States Court
of Appeals for the Ninth Circuit, and the United States District Courts for
several of the Federal Districts.
From 1969 until 1980, Mr. Stocker was associated with Fadem, Kanner, Berger
and Stocker a real property litigation firm. Following which, from about 1980 to
1984, he was Chief of Litigation for Bear, Kotob, Ruby and Gross, a general
business, tax and bankruptcy firm. From 1984 through 1986, Mr. Stocker served as
Chief of Litigation for the business firm of Davis, Bolt and Lee. From 1987 to
the present, he has been in private corporate practice, involved in business
formation, and development stage corporate securities matters, and has served as
General or Special Securities Counsel to more than forty development stage
issuers. From 1991 to the present, Mr. Stocker has been Counsel to Mr. James,
and HJS Financial Services, Inc.
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