SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
WEB4BOATS.COM, INC.
(Exact name of registrant as specified in its charter)
Delaware 84-1080043
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) identification No.)
P.O. Box 1028
La Jolla, California 92038
(858) 459-2628
(Address of principal executive offices)
Individual Plans for Dennis Schlagel;Dana Anderson;Charles
Aker
(Full title of plan)
Mr. Dennis Schlagel
President
P.O. Box 1028
La Jolla, CA 92038
(Name and address of agent for service)
(858) 459-2628
(Telephone number, including area code of agent for service)
CALCULATION OF REGISTRATION FEE
=============================================================================
Title of Proposed maximum Proposed maximum Amount of
securities Amount to be offering price Aggregate offering Registration
to be registered registered per share Price fee
=============================================================================
Common Stock
($.001 par
value) 1,100,000 $0.125 $137,500 $36.30
=============================================================================
Estimated solely for the purpose of determining the amount of registration
fee and pursuant to Rules 457(c) and 457(h) of the General Rules and
Regulations under the Securities Act of 1993, based upon the average high and
low prices on January 24, 2001
PART I
INFORMATION REQUIRED IN THIS SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
*Information required by Part 1 to be contained in the Section
10(a) prospectus is omitted from the registration statement in
accordance with Rule 428 under the Securities Act of 1933 and the
Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by Web4Boats.com, Inc. (the
"Company") with the Securities and Exchange Commission (the "Commission") are
incorporated by reference herein:
(a) the Company's General Form for Registration of Securities of
Small Business Issuers Under Section 12(b) or 12(g) of the Securities
Exchange Act of 1934 on Form 10SB;
(b) all other reports filed by the Company pursuant to Section
13(a) or Section 15 (d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), since the end of the fiscal year covered by the
document referred to in (a), above; and
(c) any document filed by the Company with the Commission pursuant
to Sections 13(a), 13( c), 14 or 15(d) of the Securities Exchange Act of 1934
subsequent to the date hereof, but prior to the filing of a post-effective
amendment to this Registration Statement which Indicates that all shares of
Common Stock registered hereunder have been sold or that de-registers all
such shares of Common Stock then remaining unsold, such documents being
deemed to be incorporated by reference herein and to be part hereof from the
date of filing of such documents.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
Section 145 of the General Corporation Law of the State of Delaware
provides, in general, that a corporation incorporated under the laws of the
State of Delaware, such as the Company, may indemnify any person who was or
is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding (other than a derivative action by or in
the right of the corporation) by reason of the fact that such person 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 enterprise, against expenses (including attorney's fees),
judgments, fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with such action, suit or proceeding if
such person acted in good faith and in a manner such person reasonably
believed to be in or not opposed to the best interests of the corporation,
and, with respect to any criminal action or proceeding, had no reasonable
cause to believe such person's conduct was unlawful. In the case of a
derivative action, a Delaware corporation may indemnify any such person
against expenses (including attorneys' fees) actually and reasonably incurred
by such person in connection with the defense or settlement of such action or
suit if such person acted in good faith and in a manner such person
reasonably believed to be in or not opposed to the best interests of the
corporation, except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the Court of
Chancery of the State of Delaware or any other court in which such action was
brought determines such person is fairly and reasonable entitled to indemnity
for such expenses.
Our certificate of incorporation provides that directors and
officers shall be indemnified to the fullest extent allowed by the laws of
Delaware. Our bylaws provide that no director of officer of the Company
shall be liable for the acts, defaults, or omissions of any other director or
officer, or for any loss sustained by the Company, unless the same has
resulted from his or her own willful misconduct, willful neglect or
negligence. In addition, expenses incurred by a director or officer in
defending any action, suit or proceeding by reason of the fact that he or she
is or was a director or officer of our Company shall be paid by the Company
unless such officer or director is adjudged liable for negligence or
misconduct in the performance of his or her duties.
This means that our certificate of incorporation provides that a
director is not personally liable for monetary damages to us or our
stockholders for breach of his or her fiduciary duties as a director. A
director will be held liable for a breach of his or her duty of loyalty to us
or our stockholders, his or her intentional misconduct or willful violation
of law, actions or in actions not in good faith, an unlawful stock purchase
or payment of a dividend under Delaware law, or transactions from which the
director derives an improper personal benefit. This limitation of liability
does not affect the availability of equitable remedies against the director
including injunctive relief or rescission.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
Exhibit
NO. Description
--- -----------
4.0 Consulting Agreement for Dennis Schlagel
4.1 Consulting Agreement for Dana Anderson
4.2 Consulting Agreement for Charles Aker
5.1 Opinion of Counsel regarding the legality of the
securities registered hereunder.
23.1 Consent of Carl S. Sanko
23.2 Consent of Counsel (Included as part of Exhibit 5.1)
24 Power of Attorney (Contained within Signature Page)
Item 9. Undertakings
(a) The undersigned registrant hereby undertakes:
(1) To file during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act 1933:
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this
Registration Statement:
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this Registration Statement
or any material change to such information in this Registration Statement;
provided, however, that paragraph (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Company pursuant to
Section 13 or Section 15 (d) of the Exchange Act that are incorporated by
reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendments shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
(3) To remove from registration by mean of a post-effective
amendment any of the securities being registered hereunder that remain unsold
at the termination of the offering.
(b) The undersigned Company hereby undertakes that for purposes of
determining any liability under the Securities Act of 1933, each filing of
the company's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities and Exchange Act of 1934 that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Company pursuant to the above-described
provisions, or otherwise, the Company has been advised that in the opinion of
the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act of 1933 and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or
paid by a director, officer or controlling person of the Company in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities
being registered, the Company will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act of 1933 and will be
governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of La Jolla, State of California on
October 17, 2000
Web4Boats.com, Inc.
By: /s/ Dennis Schlagel
----------------------------------
Dennis Schlagel, President & Director
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Dennis Schlagel and Blair J. Merriam, each of
them acting individually as his attorney-in-fact, each with full power of
substitution and resubstitution, for him in any and all capacities, to sign
any and all amendments to this Registration Statement, and to file the same,
with exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact full
power and authority to do and perform each and every act and thing requisite
and necessary to be done in connection therewith as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming
all that said attorney-in-fact, or their substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signature Title Date
- ---------- ----- ----
/s/ Blair J. Merriam General Manager January 26, 2001
- --------------------
Blair J. Merriam
/s/ Dennis Schlagel Chief Financial Officer and January 26, 2001
- -------------------- Chief Accounting Officer
Dennis Schlagel
/s/ Daniel Thornton Director January 26, 2001
- --------------------
Daniel Thornton
INDEX TO EXHIBITS
Exhibit Sequentially
NO. Description Numbered Pages
--- ----------- --------------
4.0 Consulting Agreement for Dennis Schlagel
4.1 Consulting Agreement for Dana Anderson
4.2 Consulting Agreement for Charles Aker
5.1 Opinion of Counsel regarding the legality of the
securities registered hereunder.
23.1 Consent of Carl S. Sanko
23.2 Consent of Counsel (Included as part of Exhibit 5.1)
24 Power of Attorney (Contained within Signature Page)
Exhibit 4.0
January 2, 2001
Daniel W. Thornton
Web4boats.com, Inc.
PO Box 1028
La Jolla, CA 92038-1028
Re: S-8 Stock for Services Rendered
Dear Daniel,
This will confirm that I am giving authority to Web4boats.com, Inc. to issue
600,000 shares of S-8 stock in my name for services rendered to the company
for the months of October, November, December, 2000. The value of my services
owing for these three months is $42,000.00, and I hereby accept the above
stated quantity of stock at its value of seven cents ($0.07) per share. It is
acceptable to, and agreed to by me that the shares be issued in the company's
next S-8 registration in January, 2001.
Sincerely,
/s/ Dennis Schlagel
- ---------------------
Dennis Schlagel
Agreed to and accepted.
/s/ Daniel Thornton
- ----------------------
by Daniel Thornton
President
Web4Boats.com, Inc.
Exhibit 4.1
CONTRACT FOR PROFESSIONAL SERVICES
This agreement is entered into by and between Web4Boats.com, Inc., a
corporation duly organized and operating under the laws of the State of
Delaware, whose principal place of business is P.O. Box 1028, La Jolla, CA
92038, and Dana Anderson whose business address is 2235 East Flamingo Road,
Ste. 206, Las Vegas, NV 89119, hereinafter referred to as Contractor.
In consideration of the mutual promises, covenants and representations
made herein, the parties agree as follows:
WHEREAS, Web4Boats.com, Inc. is a corporation duly organized and operating
under the laws of the State of Delaware; and
WHEREAS, Web4Boats.com, Inc. is engaged in the lawful business of
expanding its business holdings by attempting to acquire diversified business
entities that fit into its business plan and goals, as well as enter into
agreements with diversified business entities for the purposes of marketing
various products; and,
WHEREAS, Web4Boats.com, Inc. desires to establish a professional
consulting relationship with Contractor for the express purpose of having
Contractor endeavor to use their professional contacts, expertise, and efforts
towards presenting Web4Boats.com, Inc. with potential business entities for
acquisition by Web4Boats.com, Inc., or for the purpose of allowing
Web4Boats.com, Inc. to enter into agreements with other business entities to
market various products; and
WHEREAS, Contractor is desirous of formalizing a contractual relationship
with Web4Boats.com, Inc. for the express purpose of locating prospective and
acceptable business entities for possible acquisition by Web4Boats.com, Inc.,
or for Web4Boats.com, Inc. to enter into agreements with other business
entities for the express purpose of marketing various products;
THUS, THE PARTIES AGREE AS FOLLOWS:
ARTICLE ONE: IDENTIFICATION OF THE PARTIES TO BE BOUND BY THIS AGREEMENT
Section 1.01 The parties to this agreement are Web4Boats.com, Inc.
[hereafter referred to as "Web4Boats"] and Dana Anderson [hereinafter referred
to as "Contractor"].
Sections 1.02 For the purposes of this agreement, the parties' respective
addresses are:
Web4Boats: P.O. Box 1028, La Jolla, CA 92038; and
Contractor: 2235 East Flamingo Road, Ste. 206, Las Vegas, NV 89119.
Section 1.03 Any formal notices or communications needed to be made
pursuant to this agreement, with the exception of typical daily communications
necessary in order to fulfill the services which are the subject matter of
this agreement, must be made to the respective parties at the addresses
indicated in
Section 1.02
ARTICLE TWO: THE TERM OF THIS AGREEMENT
Section 2.01 This agreement, and the covenants and obligations assumed by
the parties hereunder, shall last for a specific term of six (6) months from
the date this agreement is signed by the parties hereto. If the parties hereto
do not sign this agreement on the same day, then the term of the agreement
shall be six (6) months from the latter date this agreement is signed by either
party.
Section 2.02 After this agreement becomes effective by both parties signing
it, and after the six-month term expires, this agreement may be renewed for
another six (6) month term, as long as both parties are amenable to such a
renewal. This renewal shall be accomplished by the parties signing a letter of
renewal at least thirty (30) days before the original or pending six month
term expires. This letter of renewal need only refer to this agreement and
this subsection, and essentially state that both parties agree to a single six-
month extension. Both parties must sign the letter of renewal. Once signed, the
exact terms of this contract will be extended another six months, along with
the same obligations and consideration on each parties behalf, that is,
Contractor will continue to provide the same services provided for herein to
Web4Boats, and Web4Boats will compensate Contractor similarly as provided for
in the first or then pending six month term.
Section 2.03 If the parties do decide to renew the terms of this agreement
for a successive six (6) month term, all of the terms, provisions, covenants
and obligations of this agreement will be renewed, unless otherwise modified
pursuant to the express agreement of the parties herein.
ARTICLE THREE: TERMINATION OF THIS AGREEMENT
Section 3.01 If, after the original six (6) month term of this agreement,
neither Web4Boats or Contractor desire to continue on with the provisions
hereof, then the declining party shall communicate this fact to the each other
at least thirty days before the expiration of the six month term, and the
contract will lapse due to expiration of time.
Section 3.02 If, however, either party commits a material breach of the
covenants and obligations assumed hereunder, then, for cause, the non-
breaching party may choose to terminate this agreement, and stop either
performing the services called for herein, or cease paying the consideration
called for in this agreement. A material breach of this agreement will mean
either party's failure to live up to the covenants and obligations assumed
hereunder. If either party believes that a material breach of this agreement
has, or is about to occur, then the ostensible non-breaching party shall
communicate in writing with the breaching party and attempt to resolve any
dispute. If the dispute cannot be resolved, then the parties agree to submit
the dispute to arbitration. The parties shall choose an arbitrator from the
list of arbitrators available at the San Diego County Superior Court, located
at 330 West Broadway, San Diego, CA, 92101. The parties shall bear the costs
of arbitration equally. The parties agree that the arbitration shall be non-
binding and shall be governed by the rules set forth in the California Code of
Civil Procedure applying to Civil Arbitration. The parties agree that if
arbitration or other legal proceedings need to be initiated to enforce the
terms or provisions of this agreement, the prevailing party, as that party is
determined by an arbitrator or a court of competent jurisdiction, shall have
the right to recover all costs and reasonable attorneys fees.
ARTICLE FOUR: COVENANTS UNDERTAKEN BY THE PARTIES-SERVICES AND CONSIDERATION
THEREFOR
Section 4.01 Contractor agrees to use his best efforts to locate
prospective business entities for possible acquisition by Web4Boats.
Contractor also agrees to use his best efforts to locate business entities
that Web4Boats may enter into marketing agreements with for the express
purpose of selling products. The parties recognize that Contractor has
expertise and professional relationships that may produce such potential
business acquisitions and/or contacts for the benefit of Web4Boats. The
parties hereto affirm that this is a "best efforts" agreement that
obligates Contractor to use all of his expertise and time in his best efforts
to actually locate any and all prospective businesses that Web4Boats may have
an interest in either acquiring outright, merge with, or form other business
relations with that would benefit Web4Boats, including: partnerships-both
limited and general, joint ventures and professional associations.
Section 4.02 It is recognized and affirmed by the parties hereto, that
Contractor will not compete with Web4Boats during the term of this agreement,
and will not directly or indirectly seek to consult with other business
entities, whether corporate, partnership or sole proprietorship, that have an
interest in, or for the purpose of, acquiring, as expressed herein, businesses
for potential acquisition or marketing arrangements.
Section 4.03 Contractor agrees to communicate regularly with Web4Boats, or
its designated agent, and to keep Web4Boats fully informed on his activities
with respect to the obligations assumed herein. As part of this obligation to
communicate, Contractor may provide Web4Boats with monthly written reports
describing his activities and efforts. Alternately, Contractor may choose to
periodically communicate over the telephone with Web4Boats or its designated
agent, and so inform Web4Boats of his activities with respect to the services
provided for hereunder.
Section 4.04 As compensation for the faithful services assumed herein by
Contractor, Web4Boats agrees to pay to Contractor two hundred and fifty
thousand (250,000) shares of securities in Web4Boats.com, Inc. (OTCBB Symbol
EBOT). It is specifically agreed to by the parties hereto that the subject
securities paid as consideration for the services rendered hereunder shall be
registered as soon as possible after the execution of this agreement with the
Securities and Exchange Commission.
ARTICLE FIVE: MODIFICATION
Section 5.01 This agreement, and the terms hereunder, cannot be modified
unless by a signed writing executed by the parties hereto. The parties
acknowledge that this agreement is the final expression of their agreement,
and merges any and all previous oral and written agreements, negotiations and
communications.
ARTICLE SIX: GOVERNING LAW
Section 6.01 This agreement shall be governed and interpreted by the laws
of the State of California.
ARTICLE SEVEN: EFFECT OF WAIVER
Section 7.01 The waiver by either party of any particular clause or part of
this agreement, or any obligation hereunder, shall not constitute a waiver of
any or all of the remaining portions of this agreement. Likewise, the waiver
by either party of any specific remedy, or part thereof, provided for under
this agreement, shall not limit the waiving party's right to any other remedy
provided for under the law of the State of California.
ARTICLE EIGHT: AUTHORITY TO BIND PRINCIPALS
Section 8.01 Each party hereto acknowledges that they have complete
authority to enter into this agreement either individually, or in a
representative or agency capacity with a corporate, or other business entity.
ARTICLE NINE: NO EMPLOYMENT RELATIONSHIP
Section 9.01 Throughout the term of this agreement, and any subsequent
renewals, it is expressly understood and agreed to that at no time will
Contractor become an employee of Web4Boats. Rather, in performing the services
for hire hereunder, Contractor will remain an independent contractor.
Contractor agrees to be responsible for any and all taxes payable and due
hereunder as arising from this agreement. Should Contractor engage the
services of any other person in order to fulfill the terms of this agreement,
then it is agreed to that Contractor will be solely responsible to pay that
person or persons, and pay any and all legally required taxes, including
workers' compensation insurance, for that person or persons. Contractor agrees
to further defend and hold Web4Boats harmless from any and all claims for
taxes owed or workers' compensation due because of his engaging any other
person or persons in the fulfillment of the obligations assumed herein. Such
agreement to defend and hold harmless shall include all costs and reasonable
attorney's fees.
ARTICLE TEN: CONFIDENTIAL INFORMATION
Section 10.01 The parties understand and acknowledge that each of them (and
their respective employees, consultants and subcontractors) may have
disclosed to it, in connection with the rendition of services and performance
of their obligations of this agreement, confidential and/or proprietary
information of the other party. The parties hereto agree that said
confidential or proprietary information shall be held strictly confidential,
and that should legal action become necessary to enforce this clause, the non-
breaching party shall recover costs and attorney's fees as expressed herein.
ARTICLE ELEVEN: ASSIGNMENT
Section 11.01 Neither party hereto may assign this Agreement without the
prior written consent of the other party signed by such other party's duly
authorized representative, which consent may be given or withheld in the sole
discretion of the applicable party whose consent is requested.
ARTICLE TWELVE: NOTICES
Section 12.01 All notices in connection with this Agreement shall be deemed
given as of the day they are deposited in the U.S. Mail for delivery to
either party at the following addresses:
Web4Boats: P.O. Box 1028, La Jolla, CA 92038; and
Contractor: 2235 East Flamingo Road, Ste. 206, Las Vegas, NV 89119.
Dated:1-24-2001
WEB4BOATS.COM, INC.
By:___/s/ Blair Merriam
Blair Merriam
Dated:1-24-2001
CONTRACTOR, DANA ANDERSON
By: _/s/ Dana Anderson
Dana Anderson
Exhibit 4.2
CONTRACT FOR PROFESSIONAL SERVICES
This agreement is entered into by and between Web4Boats.com, Inc., a
corporation duly organized and operating under the laws of the State of
Delaware, whose principal place of business is P.O. Box 1028, La Jolla, CA
92038, and Mr. Charles Aker, whose business address is 9699 North Hayden Road,
Ste. 108, Scottsdale, AZ 85258.
In consideration of the mutual promises, covenants and representations
made herein, the parties agree as follows:
WHEREAS, Web4Boats.com, Inc. is a corporation duly organized and operating
under the laws of the State of Delaware; and
WHEREAS, Web4Boats.com, Inc. is engaged in the lawful business of
expanding its business holdings by attempting to acquire diversified business
entities that fit into its business plan and goals, as well as enter into
agreements with diversified business entities for the purposes of marketing
various products; and,
WHEREAS, Web4Boats.com, Inc. desires to establish a professional
Consulting relationship with Mr. Charles Aker for the express purpose of having
Mr. Aker endeavor to use his professional contacts, expertise, and efforts
towards presenting Web4Boats.com, Inc. with potential business entities for
acquisition by Web4Boats.com, Inc., or for the purpose of allowing
Web4Boats.com, Inc. to enter into agreements with other business
entities to market various products; and
WHEREAS, Mr. Charles Aker is desirous of formalizing a contractual
Relationship with Web4Boats.com, Inc. for the express purpose of locating
prospective and acceptable business entities for possible acquisition by
Web4Boats.com, Inc., or for Web4Boats.com, Inc. to enter into agreements with
other business entities for the express purpose of marketing various products;
THUS, THE PARTIES AGREE AS FOLLOWS:
ARTICLE ONE: IDENTIFICATION OF THE PARTIES TO BE BOUND BY THIS
AGREEMENT
Section 1.01 The parties to this agreement are Web4Boats.com, Inc.
[hereafter referred to as Web4Boats] and Mr. Charles Aker [hereafter referred
to as Mr. Charles Aker].
Sections 1.02 For the purposes of this agreement, the parties' respective
addresses are: Web4Boats: P.O. Box 1028, La Jolla, CA 92038; and
Mr. Charles Aker: 9699 North Hayden Road, Ste. 108, Scottsdale, AZ 85258.
Section 1.03 Any formal notices or communications needed to be made
pursuant to this agreement, with the exception of typical daily communications
necessary in order to fulfill the services which are the subject matter of this
agreement, must be made to the respective parties at the addresses indicated in
Section 1.02
ARTICLE TWO: THE TERM OF THIS AGREEMENT
Section 2.01 This agreement, and the covenants and obligations assumed by
the parties hereunder, shall last for a specific term of six (6) months from
the date this agreement is signed by the parties hereto. If the parties hereto
do not sign this agreement on the same day, then the term of the agreement
shall be six (6) months from the latter date this agreement is signed by either
party.
Section 2.02 After this agreement becomes effective by both parties signing
it, and after the six-month term expires, this agreement may be renewed for
another six (6) month term, as long as both parties are amenable to such a
renewal. This renewal shall be accomplished by the parties signing a letter of
renewal at least thirty (30) days before the original or pending six month term
expires. This letter of renewal need only refer to this agreement and this
subsection, and essentially state that both parties agree to a single six-
month extension.
Both parties must sign the letter of renewal. Once signed, the exact terms of
this contract will be extended another six months, along with the same
obligations and consideration on each parties behalf, that is, Mr. Charles Aker
will continue to provide the same services provided for herein to Web4Boats,
and Web4Boats will compensate Mr. Charles Aker similarly as provided for in the
first or then pending six month term.
Section 2.03 If the parties do decide to renew the terms of this agreement
for a successive six (6) month term, all of the terms, provisions, covenants
and obligations of this agreement will be renewed, unless otherwise modified
pursuant to the express agreement of the parties herein.
ARTICLE THREE: TERMINATION OF THIS AGREEMENT
Section 3.01 If, after the original six (6) month term of this agreement,
neither Web4Boats or Mr. Charles Aker desire to continue on with the provisions
hereof, then the declining party shall communicate this fact to the each other
at least thirty days before the expiration of the six month term, and the
contract will lapse due to expiration of time.
Section 3.02 If, however, either party commits a material breach of the
covenants and obligations assumed hereunder, then, for cause, the non-breaching
party may choose to terminate this agreement, and stop either performing the
services called for herein, or cease paying the consideration called for in
this agreement. A material breach of this agreement will mean either party's
failure to live up to the covenants and obligations assumed hereunder. If
either party believes that a material breach of this agreement has, or is about
to occur, then the ostensible non-breaching party shall communicate in writing
with the breaching party and attempt to resolve any dispute. If the dispute
cannot be resolved, then the parties agree to submit the dispute to
arbitration. The parties shall choose an arbitrator from the list of
arbitrators available at the San Diego County Superior Court, located at 330
West Broadway, San Diego, CA, 92101. The parties shall bear the costs of
arbitration equally. The parties agree that the arbitration shall be non-
binding and shall be governed by the rules set forth in the California Code of
Civil Procedure applying to Civil Arbitration. The parties agree that if
arbitration or other legal proceedings need to be initiated to enforce
the terms or provisions of this agreement, the prevailing party, as that party
is determined by an arbitrator or a court of competent jurisdiction, shall have
the right to recover all costs and reasonable attorneys fees.
ARTICLE FOUR: COVENANTS UNDERTAKEN BY THE PARTIES-SERVICES AND
CONSIDERATION THEREFOR
Section 4.01 Mr. Charles Aker agrees to use his best efforts to locate
prospective business entities for possible acquisition by Web4Boats. Mr.
Charles Aker also agrees to use his best efforts to locate business entities
that Web4Boats may enter into marketing agreements with for the express
purpose of selling products. The parties recognize that Mr. Charles Aker has
expertise and professional relationships that may produce such potential
business acquisitions and/or contacts for the benefit of Web4Boats. The
parties hereto affirm that this is a "best efforts" agreement that obligates
Mr. Charles Aker to use all of his expertise and time in his best efforts to
actually locate any and all prospective businesses that Web4Boats may have an
interest in either acquiring outright, merge with, or form other business
relations with that would benefit Web4Boats, including: partnerships-both
limited and general, joint ventures and professional associations.
Section 4.02 It is recognized and affirmed by the parties hereto, that Mr.
Charles Aker will not compete with Web4Boats during the term of this agreement,
and will not directly or indirectly seek to consult with other related business
entities, whether corporate, partnership or sole proprietorship, that have an
interest in, or for the purpose of, acquiring, as expressed herein, businesses
for potential acquisition or marketing arrangements.
Section 4.03 Mr. Charles Aker agrees to communicate regularly with
Web4Boats, or its designated agent, and to keep Web4Boats fully informed on his
activities with respect to the obligations assumed herein. As part of this
obligation to communicate, Mr. Charles Aker may provide Web4Boats with monthly
written reports describing his activities and efforts. Alternately, Mr. Charles
Aker may choose to periodically communicate over the telephone with Web4Boats
or its designated agent, and so inform Web4Boats of his activities with respect
to the services provided for hereunder.
Section 4.04 As compensation for the faithful services assumed herein by
Mr. Charles Aker, Web4Boats agrees to pay to Mr. Charles Aker two hundred and
fifty thousand (250,000) shares of securities in Web4Boats.com, Inc. (OTCBB
Symbol EBOT). It is specifically agreed to by the parties hereto that the
subject securities paid as consideration for the services rendered hereunder
shall be registered as soon as possible after the execution of this agreement
with the Securities and Exchange Commission.
Section 4.05 As additional consideration for the services assumed
hereunder, Web4Boats agrees to pay to Charles Aker one hundred thousand
(100,000) shares of restricted securities in Web4Boats, said securities to be
restricted and subject to Rule 144 of the Securities Act of 1933.
ARTICLE FIVE: MODIFICATION
Section 5.01 This agreement, and the terms hereunder, cannot be modified
unless by a signed writing executed by the parties hereto. The parties
acknowledge that this agreement is the final expression of their agreement, and
merges any and all previous oral and written agreements, negotiations and
communications.
ARTICLE SIX: GOVERNING LAW
Section 6.01 This agreement shall be governed and interpreted by the laws
of the State of California.
ARTICLE SEVEN: EFFECT OF WAIVER
Section 7.01 The waiver by either party of any particular clause or part of
this agreement, or any obligation hereunder, shall not constitute a waiver of
any or all of the remaining portions of this agreement. Likewise, the waiver by
either party of any specific remedy, or part thereof, provided for under this
agreement, shall not limit the waiving party's right to any other remedy
provided for under the law of the State of California.
ARTICLE EIGHT: AUTHORITY TO BIND PRINCIPALS
Section 8.01 Each party hereto acknowledges that they have complete
authority to enter into this agreement either individually, or in a
representative or agency capacity with a corporate, or other business entity.
ARTICLE NINE: NO EMPLOYMENT RELATIONSHIP
Section 9.01 Throughout the term of this agreement, and any subsequent
renewals, it is expressly understood and agreed to that at no time will Mr.
Charles Aker become an employee of Web4Boats. Rather, in performing the
services for hire hereunder, Mr. Charles Aker will remain an independent
contractor. Mr. Charles Aker agrees to be responsible for any and all taxes
payable and due hereunder as arising from this agreement. Should Mr. Charles
Aker engage the services of any other person in order to fulfill the terms of
this agreement, then it is agreed to that Mr. Charles Aker will be solely
responsible to pay that person or persons, and pay any and all legally required
taxes, including workers' compensation insurance, for that person or persons.
Mr. Charles Aker agrees to further defend and hold Web4Boats harmless from any
and all claims for taxes owed or workers' compensation due because of his
engaging any other person or persons in the fulfillment of the obligations
assumed herein. Such agreement to defend and hold harmless shall include all
costs and reasonable attorney's fees.
ARTICLE TEN: CONFIDENTIAL INFORMATION
Section 10.01 The parties understand and acknowledge that each of them (and
their respective employees, consultants and subcontractors) may have disclosed
to it, in connection with the rendition of services and performance of their
obligations of this agreement, confidential and/or proprietary information of
the other party. The parties hereto agree that said confidential or
proprietary information shall be held strictly confidential, and that should
legal action become necessary to enforce this clause, the non-breaching party
shall recover costs and attorney's fees as expressed herein.
ARTICLE ELEVEN: ASSIGNMENT
Section 11.01 Neither party hereto may assign this Agreement without the
prior written consent of the other party signed by such other party's duly
authorized representative, which consent may be given or withheld in the sole
discretion of the applicable party whose consent is requested.
ARTICLE TWELVE: NOTICES
Section 12.01 All notices in connection with this Agreement shall be deemed
given as of the day they are depositedin the U.S. Mail for delivery to either
party at the following addresses:
Web4Boats: P.O. Box 1028, La Jolla, CA 92038; and
Mr. Charles Aker: 9699 North Hayden Road, Ste. 108, Scottsdale, AZ 85258.
Dated:1-24-01
WEB4BOATS.COM, INC.
/s/ Blair Merriam
Mr. Blair Merriam
Dated:1-24-01
MR. CHARLES AKER
/s/ Charles Aker
Exhibit 5.1
MARK CARTON, Attorney at Law_________________________________________________
2744 Sacramento Street, Suite 208
San Francisco, California 94115
Tel: (415) 567-5517
Fax: (415) 563-4202
mcarton@earthlink.net
January 26, 2001
Web4Boats.com, Inc.
P.O. Box 1028
La Jolla, CA 92038
Re: Opinion of Counsel - Registration Statement on Form S-8
Gentlemen:
I have acted as counsel for Web4Boats.com, Inc., a Delaware
corporation (the "Company"), in connection with the preparation and filing of
the Company's Registration statement on Form S-8 under the Securities Act of
1933, as amended, (the "Registration Statement") relating to 1,100,000 shares
of the Company's Common Stock, $.001 par value, (the "Common Stock") issuable
pursuant to the Company's plans with Dennis Schlagel; Dana Anderson;Charles
Aker(the "Plans").
I have examined and am familiar with originals or copies, certified or
otherwise, identified to our satisfaction, of such statutes, documents,
corporate records and certificates of public officials as I have deemed
necessary for the purposes of this opinion, including, but not limited to the
following: (i) the Articles of Incorporation, as amended; (ii) the Bylaws of
the Company, as amended; and (iii) the record of all action taken by the
Board of Directors of the Company in connection with any matters covered by
this opinion.
Based on the foregoing, it is my opinion that the shares of Common
Stock issuable under the Plans are duly authorized and, when issued in
accordance with the Plans, will be validly issued, fully paid and
nonassessable.
Further, I consent to the filing of this opinion as an exhibit to the
Registration Statement.
MARK CARTON
/s/ Mark Carton
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
-----------------------------------------
I hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 of our report dated May 18, 2000 appearing in
Web4Boats.com, Inc.'s Annual Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 on Form 10-KSB for the fiscal year ended
March 31, 2000.
/s/ Carl S. Sanko
- - ----------------------
Carl S. Sanko
Topanga, California
January 26, 2001