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Exhibit 6.1
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 AIIL@), and NET MASTER CONSULTANTS, INC. a Texas
Corporation, (hereafter AClient@) and dated January 1, 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, Xxxx X. Xxxxx (billable at $125.00/hr), its
prime consultant, J. Xxx Xxxxxxx Xx. (billable at $200.00/hr), and such
incidental secretarial services (billable at $85.00/hr) as may be reasonably and
necessarily performed by its secretary. Additional services may be performed by
subcontractors of IIL, subject to arrangements approved by Client in advance.
2. Services
IIL agrees to provide, as requested, the widest possible range of and
Financial Consulting services, to Management of Client, subject to, limited by
and consistent with that certain DESCRIPTION OF MISSION AND SERVICES OFFERED, a
copy of which is Attachment 1 to this Consulting Agreement, and incorporated
herein by this reference as though fully set forth herein. Such services
include, as requested by Client, coordination of public relations, shareholder
relations, audit coordination, certificate and transfer coordination,
coordination of relationships with market-makers and broker dealers in the
securities of Client and consulting services, incidental analysis and, where
appropriate, and subject to the accompanying ATTORNEY DISCLOSURE AGREEMENT,
written legal opinions by IIL Counsel acting, as requested by Client, as Special
Securities Counsel with Limited Authority, and the preparation and coordination
of annual, quarterly and current filings as may be required of the Client
pursuant to the Securities and Exchange Act of 1934 and Regulations of the
Securities and Exchange Commission promulgated pursuant to the 0000 Xxx.
3. Compensation
In consideration for such services, Client agrees to pay IIL pursuant to
fee schedule set forth in paragraph 1 above. Xxxxxxxx for services shall be
invoiced by IIL and paid upon receipt.
Financial Services
CONSULTING AGREEMENT Page 2
4. Payment of Expenses
IIL must secure in writing approval in advance for any expense that may be
contracted on behalf of Client in excess of $400 in the aggregate. Expenses, if
approved, are to be invoiced by IIL and paid upon receipt. In addition to
charges for services, Client will be billed for all normal and incidental
identifiable costs such as copying charges, telephone expenses, delivery fees,
filing fees, and transcription fees; however, travel expenses, expert witness
fees and other extraordinary charges will not be incurred without prior
approval.
5. Unpaid Charges
It is agreed that if at any time any invoice rendered by this Firm to
Client for investment banking, appropriate legal services and expenses remains
unpaid for any reason for longer than 30 days, we shall have the right to
discontinue performance of further services and to withdraw as your attorneys,
regardless of the status of any matter in which we will be involved and
regardless of any event or proceeding which may then be pending, unless we have
reached a subsequent written agreement with respect thereto.
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 xxxx 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.
Financial Services
CONSULTING AGREEMENT Page 3
9. Good Faith and Fair Dealing
All parties to this agreement hereby covenant expressly to deal with each
other honestly, fairly and in good faith in all respects, and to provide each
other with reasonable further assurances in furtherance of their mutual
performances with respect to this Agreement.
10. Independent Contractor
IIL is and shall at all times be understood and deemed to be an independent
contractor without authority to act or represent Client or its clients, except
as provided or authorized in this agreement.
11. Non-exclusivity
Client recognizes and acknowledges that this agreement is non-exclusive,
and that accordingly IIL now renders and may in the future render services to
other clients, some of which may be of a nature similar to those agreed to be
performed herein, or to clients with similar businesses, needing similar advice.
IIL is and shall be free to render any such service or advice and shall not be
required to devote full-time and attention to its obligations under this
agreement, but only such amount as is reasonably necessary.
12. Control
Nothing contained herein shall be deemed to require any action by any
Corporation contrary to law or its constituent documents or to relieve the board
of directors thereof from responsibility for control of the affairs of such
corporation.
13. Ownership of Files and Records
Except as to original records or any records or files which we accept upon
the understanding that they belong to you, it hereby is agreed that all files,
copies of documents, correspondence or other materials which we may accumulate
in connection with your representation, including copies of materials filed with
any regulatory agency, shall be the property of IIL. Upon the termination of the
engagement, IIL will return any property belonging to you upon your request.
Copies of our files and other materials which IIL may have accumulated during
our representation will be made available to Client at its expense; however, it
is specifically agreed that IIL shall have the right, in its discretion, to
dispose of these files at such times as it determines reasonably that such files
need not be retained any longer. After such destruction, such files will no
longer be available.
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.
Financial Services
CONSULTING AGREEMENT Page 4
15. Miscellaneous
This agreement sets forth the entire agreement and understanding between
the parties and supersedes all prior discussions, agreements and understandings,
if any, of any and every kind and nature, between them. This agreement is made
and shall be construed and interpreted according to the laws of the Client's
place of Incorporation if that be Nevada or Texas, and if not, pursuant to the
laws of the State of Nevada.
Accordingly the parties cause this agreement to be signed by their duly
authorized representative, as of the date written below.
Intrepid International, Ltd.
by
/s/
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Xxxx X. Xxxxx, 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:
Net Master Consultants, Inc.
Date: 1/1/99 By: /s/
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Xxx Xxxxxxx, President
Attachment 1
Description of Mission and Services Offered
Intrepid International, S. A.
Description of Mission and Services Offered
I. Mission Statement
Intrepid International, S. A. (Athe Company@) 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. (AIntrepid 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.
Intrepid International, S. A.
DESCRIPTION OF MISSION AND SERVICES OFFERED
Page 2
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.
Intrepid International, S. A.
DESCRIPTION OF MISSION AND SERVICES OFFERED
Page 3
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 Athe 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 A15c2-11 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 transistion to phase in the the requirement that companies
be or become reporting companies.
(b) (ss.)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) (ss.)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 (ss.)(ss.)12(b) or 12(g) of the Securities Exchange Act of
1934. Such Issuers have extensive additional reporting requirement under
(ss.)13 of the 1934 Act and Regulations promulgated with respect thereto.
These companies must be concerned with reports of xxxxxxx xxxxxxx, and must
observe special rules for calling shareholder meetings whether or not
proxies are solicited, among other specific and detailed requirements.
Intrepid International, S. A.
DESCRIPTION OF MISSION AND SERVICES OFFERED
Page 4
(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 financal 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 A15c2-11 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.
Intrepid International, S. A.
DESCRIPTION OF MISSION AND SERVICES OFFERED
Page 5
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 ASpecial Counsel@ to
the Issuer, it be understood and intended
Intrepid International, S. A.
DESCRIPTION OF MISSION AND SERVICES OFFERED
Page 6
that any such participation be limited to the specific purposes for which
Intrepid may have been retained, and limited to the specific tasks
requested of Intrepid which are appropriately referred to its Counsel.
Intrepid Counsel shall not become or be construed to be an advisor or
confidant of any client outside the scope of activities requested by the
Client of Intrepid. Intrepid Counsel shall be available to consult with
Client's counsel in a normal and professional manner, in furtherance of the
responsibilities assigned to Intrepid by the client, or at arms length as
between Intrepid and its Client.
6. Reporting Documents. Intrepid, and its Counsel can assist any issuer in
preparing and causing the assembly and filing of reports required of public
companies, with information supplied by the issuer. Most common are Annual,
Quarterly and Current Reports, for reporting companies, and Issuer
Information Statements pursuant respect to form 15c2-11 with respect to
non-reporting companies.
7. Offerings and Offering Documents. Any offering or solicitation of any
transactions in securities requires careful conformity to law and
regulation of the United States and possibly State or other local
Jurisdictions. Intrepid can assist any issuer-client in the preparation of
offering documents, of several varieties, and Intrepid, with the assistance
of its counsel can provide information as to the apparent availability or
non-availability of any form of offering, if requested by its clients.
Intrepid does not conduct offering for the issuer, but assists the
management of the issuer in doing so. Intrepid does not solicit investors
or investment for its clients. Intrepid may provide introductions which may
result in negotiations between sophisticated persons, but Intrepid does not
take part in soliciting capital, other than its technical, clerical, and
other specific support for management activities. It is appropriate and
proper that most solicitations, if there are to by any, be conducted for
the issuer through registered broker/dealers. Any activity by Intrepid in
fund raising or capital formation activities by or for an issuer-client
shall be limited to ministerial performance and execution of matters passed
upon and directed by management.
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.
Intrepid International, S. A.
DESCRIPTION OF MISSION AND SERVICES OFFERED
Page 7
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.
Structuring Deals. Intrepid does not structure deals for its clients. It does
present to clients its knowledge and experience commended for consideration by
management in management's development of its own plans and programs. Intrepid
neither recommends nor discourages any company's going public. It offers the
following GENERAL CONSIDERATIONS FOR COMPANIES EVALUATING GOING PUBLIC, a copy
of which is provided herewith.
III. Management of Intrepid
A. INTREPID INTERNATIONAL, S.A. The officers and directors of Intrepid
International, S. A. (Panama) are comprised of three individuals; Xxxxxxxxx Xxxx
O., Xxxxxxx X. Xxxxxx L. and Xxxxxxxx Xxxxxxx G. All three of these individuals
are Panamanian citizens and each serves as an officer and a director of the
Company.
Xxxxxxxxx Xxxx 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. Xx. Xxxx 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.
Xxxxxxx X. Xxxxxx L., Secretary and a Director of the Company, has, for
thirty years, been a specialist in maritime and aviation law. Xx. Xxxxxx 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
community in Panama with its partners and several of its associates holding or
having held public office. Xxxxxxx Xxxxxx'x
Intrepid International, S. A.
DESCRIPTION OF MISSION AND SERVICES OFFERED
Page 8
brother and partner, Xx. Xxxxxxx X. Xxxxxx, Xx., 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, Xxxxxxx X. Xxxxxx, 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. Xx. Xxxxxx brings to the Company a wealth of international
legal, commercial and diplomatic experience.
Xxxxxxxx Xxxxxxx 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. Xx. Xxxxxxx 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. Xxx Xxxxxxx, Xx., 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; XXXX X. XXXXX,
and J. XXX XXXXXXX, XX. In addition, XXXXXXX XXXXXXX, Esq. serves as the United
States General Counsel. All three of these individuals are U. S. citizens.
Xxxx X. Xxxxx, President and Director, has a lifelong background in
marketing and sales. From 1972 to 1987, Xx. Xxxxx was responsible for sales and
business administrative matters for Xxxxx X. Xxxxx Sales Co., Inc.; and from
1987 to 1990 Xx. Xxxxx 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 Xx. Xxxxx 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. Xxx Xxxxxxx, Xx., 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
Intrepid International, S. A.
DESCRIPTION OF MISSION AND SERVICES OFFERED
Page 9
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.
Xxxxxxx Xxxxxxx, 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, Xx. Xxxxxxx was associated with Fadem, Kanner, Xxxxxx
and Xxxxxxx a real property litigation firm. Following which, from about 1980 to
1984, he was Chief of Litigation for Bear, Xxxxx, Xxxx and Gross, a general
business, tax and bankruptcy firm. From 1984 through 1986, Xx. Xxxxxxx served as
Chief of Litigation for the business firm of Xxxxx, Bolt and Xxx. 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, Xx. Xxxxxxx has been Counsel to Xx. Xxxxx,
and HJS Financial Services, Inc.
