United States
SECURITIES AND EXCHANGE COMMISSION
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Commission File Number: 000-31467
eStaff.com, Inc.
(Exact name of Registrant as specified in its charter)
Nevada 91-1979826
(Jurisdiction of Incorporation) (I.R.S. Employer Identification No.)
24843 Del Prado, Suite 318, Dana Point California, 92629
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (949) 487-7295
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common Stock
LAW OFFICES OF
William Stocker
34190 Sepulveda Avenue, Suite 200
Capistrano Beach CA 92624
PHONE (949) 487-7295, FAX (949) 487-7285
(Agent for Service)
FINANCIAL SERVICES
CONSULTING AGREEMENT
(Full Title of Plan)
September 6, 2001
CALCULATION OF REGISTRATION FEE (1)
- --------------------------------------------------------------------------------
Title of | Amount to be | Proposed | Proposed |Amount of
Securities | Registered | Maximum | Maximum |Registration
to be | | Offering Price | Aggregate |Fee
Registered | | Per Unit | Offering Price|
- --------------------------------------------------------------------------------
Common Stock 2,500,000 $0.01
$0.001 par value shares per share $25,000.00 $6.60
- --------------------------------------------------------------------------------
1 The securities of the Issuer are not presently trading or listed for trading
on the Non-NASDAQ Bulletin Board of the NASD, the NQB Pink Sheets, or elsewhere,
and has never traded. The price is determined accordingly at the mutually
acceptable price of $0.01 per share, rather than at the nominal par value of
$0.001.
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PART I
Not Applicable.
PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents are
incorporated by reference as though fully set forth herein, and all documents
subsequently filed by this Registrant pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which de-registers all securities then remaining unsold, shall be deemed
to be incorporated by reference in the Registration Statement and a part hereof
from the date of filing of such documents:
(a) The Registrant's Form 10-SB containing Audited Financial Statements for
the Registrant's last fiscal year;
(b) All other Reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act, since the end of the fiscal year covered by the Registrant's last
Annual Report; and
(c) The Issuer's Common Equity Voting Stock (Common Stock) Registered under
12(g) of the 1934 Act, as described in Form 10-SB. Each share is entitled to one
vote; all shares of the class share equally in dividends and liquidation rights.
Pursuant to the laws of Nevada a majority of all shareholders entitled to vote
at a shareholders meeting regularly called upon notice may take action as a
majority and give notice to all shareholders of such action. No market presently
exists for the securities of this Issuer.
ITEM 4. DESCRIPTION OF SECURITIES. Not Applicable. See Item 3(c).
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. William Stocker, Special
Securities Counsel for the Issuer, is also one of the service providers, and has
an indirect interest in the securities requested to be issued.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. There is no provision in the
Articles of Incorporation or the By-Laws, nor any Resolution of the Board of
Directors, providing for indemnification of Officers or Directors. We are aware
of a certain provision of the Nevada Corporate Law which affects indemnity of
Officers or Directors.
NRS 78.7502 provides for mandatory indemnification of officers,
directors, employees and agents, substantially as follows: the corporation shall
indemnify a director, officer, employee or agent of a corporation; to the extent
that he or she has been successful on the merits or otherwise in defense of any
action, suit or proceeding, whether civil, criminal, administrative or
investigative (except an action by or in the right of the corporation) by reason
of the fact that he or she is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise; if he or she acted in good faith and in a
manner which he or she reasonably believed to be in or not opposed to the best
interests of the corporation; and, with respect to any criminal action or
proceeding, in which he or she had no reasonable cause to believe his or her
conduct was unlawful.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not Applicable. No restricted
securities are re-offered or resold pursuant to this Registration Statement.
ITEM 8. EXHIBITS.
Exhibit 1 hereto is an Opinion of Counsel respecting the legality of the
issuance of the securities covered by this Registration Statement. Counsel also
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treats the following facts: the Financial Services Agreement is not a qualified
plan of any kind or sort. Receipt of the Securities covered by this Registration
Statement will be treated as the equivalent of cash received for services as
ordinary income. The Securities are issued in compensation for services at the
rate of $0.01 per share for $25,000.00 of services performed.
Exhibit 2 hereto is Intrepid International Financial Services Consulting
Agreement. The service providers mentioned in Counsel's Opinion performed
services pursuant to that Agreement.
ITEM 9. UNDERTAKINGS. Not Applicable.
SIGNATURES
The Registrant, pursuant to the requirements of the Securities Act of
1933, certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, on September 6, 2001.
ESTAFF.COM INC.
/S/Tarja Morado
Tarja Morado
Sole Officer/Director
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EXHIBIT 1
OPINION OF COUNSEL
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LAW OFFICES OF
William Stocker
34190 Sepulveda Avenue, Suite 200
Capistrano Beach CA 92624
PHONE (949) 487-7295, FAX (949) 487-7285
September 5, 2001
To the President and the
Board of Directors
eStaff.com, Inc.
24843 Del Prado, Suite 318
Dana Point California, 92629
re: Opinion of Special Counsel
Dear President & Board of Directors:
You have requested my Opinion in connection with the filing of a 1933 Act
Registration on Form S-8 to compensate consultants in the amount of $10,000.00
in the form of 1,000,000 shares of common stock to be registered thereby. It has
been fully disclosed that I am Special Securities Counsel to the Issuer, and
General Counsel for Intrepid International, Ltd., whose personnel, including
myself are listed service providers.
Amount
Amount Shares
Service Provider $ @0.01
- -----------------------------------------------------------------
Karl E. Rodriguez 10,000.00 1,000,000
- -----------------------------------------------------------------
William Stocker 10,000.00 1,000,000
- -----------------------------------------------------------------
J. Dan Sifford 5,000.00 500,000
- -----------------------------------------------------------------
Totals 25,000.00 2,500,000
- -----------------------------------------------------------------
I am familiar with the history and current capitalization of the Issuer,
its reporting status, and good standing with its place of incorporation. The
Issuer's Common Stock is Registered pursuant to 12(g) of the Securities Exchange
Act of 1934.
It is my opinion that the securities proposed to be issued may be validly
and properly issued and that such an issuance would be lawful in all respects.
The Financial Services Agreement is not a qualified plan of any kind or sort and
is not qualified for any special tax treatment under State or Federal Law. If
and when issued, the securities would be and must be treated as the equivalent
of cash paid and received back as the purchase of securities. The Securities
would be issued in compensation for services at the rate of $0.01 per share for
$10,000.00 of services performed. These services were duly invoiced pursuant to
an agreed time-fee agreement, and none of the services billed or performed were
direct or indirect commissions or compensation for raising funds for the Issuer,
or for maintaining any market in securities of the Issuer.
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It is accordingly my opinion that the issuance requested is entitled to
registration on Form S-8.
I understand and consent to the use of this Opinion in connection with your
proposed filing of a 1933 Registration Statement on Form S-8.
Very Truly Yours,
/s/William Stocker
William Stocker
special securities counsel
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EXHIBIT
INTREPID INTERNATIONAL
FINANCIAL SERVICES
CONSULTING AGREEMENT
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INTREPID INTERNATIONAL
FINANCIAL SERVICES
CONSULTING AGREEMENT
THIS AGREEMENT is made by and between Intrepid International, Ltd., a Nevada
Corporation, (hereafter "IIL"), and eStaff.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. Our Counsel bill us at $300 per hour, for legal services in
execution of our clients' requests.
2. SERVICES. IIL agrees to provide, as requested, the widest possible
range of and Financial Consulting services, to Management of Client, subject to,
limited by and consistent with that certain Description of Mission and Services
Offered, a copy of which is Attachment 1 to this Consulting Agreement, and
incorporated herein by this reference as though fully set forth herein. Such
services include, as requested by Client, coordination of public relations,
shareholder relations, audit coordination, certificate and transfer
coordination, coordination of relationships with market-makers and broker
dealers in the securities of Client and consulting services, incidental analysis
and, where appropriate, and subject to the accompanying Attorney Disclosure
Agreement, written legal opinions by IIL Counsel acting, as requested by Client,
as Special Securities Counsel with Limited Authority, and the preparation and
coordination of annual, quarterly and current filings as may be required of the
Client pursuant to the Securities and Exchange Act of 1934 and Regulations of
the Securities and Exchange Commission promulgated pursuant to the 1934 Act.
3. COMPENSATION. In consideration for such services, Client agrees to pay
IIL pursuant to fee schedule set forth in paragraph 1 above. Billings for
services shall be invoiced by IIL and paid upon receipt.
4. PAYMENT OF EXPENSES. IIL must secure in writing approval in advance for
any expense that may be contracted on behalf of Client in excess of $400 in the
aggregate. Expenses, if approved, are to be invoiced by IIL and paid upon
receipt. In addition to charges for services, Client will be billed for all
normal and incidental identifiable costs such as copying charges, telephone
expenses, delivery fees, filing fees, and transcription fees; however, travel
expenses, expert witness fees and other extraordinary charges will not be
incurred without prior approval.
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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, willful malfeasance, or bad faith, in the
performance of its duties or reckless disregard of its obligations and duties
under the terms of this agreement. It is further understood and agreed that IIL
may rely upon information furnished to it reasonably believed to be accurate and
reliable and that, except as herein provided, IIL shall not be accountable for
any loss suffered by Client by reason of Client's action or non-action on the
basis of advice, recommendation or approval of IIL, its owners, employees or
agents.
9. GOOD FAITH AND FAIR DEALING. All parties to this agreement hereby
covenant expressly to deal with each other honestly, fairly and in good faith in
all respects, and to provide each other with reasonable further assurances in
furtherance of their mutual performances with respect to this Agreement.
10. INDEPENDENT CONTRACTOR. IIL is and shall at all times be understood
and deemed to be an independent contractor without authority to act or represent
Client or its clients, except as provided or authorized in this agreement.
11. NON-EXCLUSIVITY. Client recognizes and acknowledges that this
agreement is non-exclusive, and that accordingly IIL now renders and may in the
future render services to other clients, some of which may be of a nature
similar to those agreed to be performed herein, or to clients with similar
businesses, needing similar advice. IIL is and shall be free to render any such
service or advice and shall not be required to devote full-time and attention to
its obligations under this agreement, but only such amount as is reasonably
necessary.
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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.
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
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:
eStaff.com, Inc.
Dated: April 21, 1999
/s/Tarja Morado
Tarja Morado, President
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