Consulting Agreement - SB Corporate Consulting and Stephen H. Burg
SB CORPORATE CONSULTING
3257 Winged Foot Drive
Fairfield, CA 94533
MEMORANDUUM
TO: Michael Paloma
Peter Jacobs
FROM: Stephen F. Burg
RE: Desert Winds Corporate Status
DATE: March 17, 2000
ASSIGNMENT:
To review all material pursuant to corporate matters. Ascertain situation and develop, implement and supervise and facilitate a plan to bring the Company to a stage of preparedness, including retaining auditors and counsel for acceptance by the SEC and to file a Form 10 in full compliance as preparation for acceptance onto a major stock exchange.
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To make certain Mr. Paloma, as well as all other officers and directors, are financially and legally protected pursuant to any and all situations arising from corporate matters in the best possible manner. To facilitate the creation of an ISOP for the benefit of Mr. Paloma and Mr. Jacobs within the appropriate envelop, and to create an ESOP for company employees who remain faithful to the company.
Program to be designed to allow Chairman Paloma to concentrate and focus his talents on the entertainment portion of the business (which is the company profit center at this time) and to allow President Jacobs the opportunity put in place long term policies for continuing successful operations and growth of the public company.
TIMELINE:
This should be approached on a month to month basis, with defined goals and timelines. An outline is presented below with an initial assessment of the projects necessary to be accomplished as quickly as possible. These are placed in order of highest priority to those issues which have the highest level of legal exposure to the Officers Directors and/or major shareholders (investors).
A continuing relationship is available on a month-to-month basis at the direction of President Jacobs. Mr. Burg, of SB Corporate Consulting, Inc. shall openly consider any corporate positions Mr. Jacobs wishes him to accept, and indicates a willingness on behalf of SB Corporate Consulting to review and discuss all possibilities as the new corporate structure evolves.
PROJECTS AND ISSUES:
Phase 1. March 16 to April 30
This timeline represents the companies determination of the most urgent matters which must be dealt with to get the Company back to a steady "legal status" with the SEC, DTC and NASD. It is also essential that programs be developed at this stage which will best "protect" the involved parties from any unwanted findings by legal authority.
1. Find new transfer agent and get all records from Holladay Transfer to New Agent.
2. Address the "Skip" Moseley situation: Find location of two, 100,000 share certificates and either replace them or get them immediately cleared by transfer agent.
3. Address and solve the problems with the balance of the outstanding shares being held by Holladay Transfer to either get them cleared or reissued. Approximately 6 certificates.
4. Review and clean up all outstanding shares so that the books and records of the Company reflect properly issued shares.
5. Conduct shareholder interviews where necessary to make sure all shareholders are comfortable with the company and that the process is in place for the future.
6. Reconcile all press releases that are public with actual circumstances and current situations within the Corporate Structure. If there are items outside the corporate structure, properly deal with those as well.
7. Identify bookkeeping and audit circumstances to date. Recover all books and records, accounting documents, etc. from RTT Transfer in Vacaville, CA. Review financial information pursuant to creation of an accurate, unaudited financial statement.
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Phase II. May 1 to May 31, 2000
1. Complete gathering of all necessary Form 10 information.
2. Start writing the M & A information to be reviewed by management and included in the Form 10 filing.
3. Complete unaudited financial statements
4. Retain and supervise SEC qualified Audit
5. Continue to review and develop proper corporate structure for legal protection, and to create appropriate tools for the financial benefit of the "insiders".
Phase III. June 1 to June 30, 2000
1. Continue to develop Form 10 information and deliver Documents for processing, completion and filing with the SEC.
2. Retain qualified SEC Counsel.
3. Continue preparation of the SEC qualified audit process and prepare for the delivery
of completed audits to SEC Counsel.
4. Develop ISOP, ESOP and other programs for the benefit of the corporate growth and as a tool to attract highly qualified employees.
Phase IV. July 1 to the Point of a Form SB-2 or similar registration filing
1. Finalize all documentation required for the filing of a Form SB-2
2. Complete name change and identity change from Desert Winds to another identity, including new cusip number, new name, new stock certificates, etc.
3. Keep existing shareholder base intact.
4. Review, identify and acquire new office space.
5. Complete registration statement and filing under a form SB-2 after the company as become effective as a full reporting company.
COSTS:
No long term agreement is proposed under this memorandum.
Initial cost to be $2,000 per week. A bonus of $30,000 shall be paid when, in the sole judgment of the Company, the reorganization and restructure of the Company has been completed. SB Corporate Consulting will be reimbursed for all reasonable expenses. Travel to and from Sacramento will be provided as required, as well as hotel and food accommodations when traveling.
Agreed to this 17th day of March, 2000
| FOR DESERT WINDS ENTERTAINMENT BY:____\s\___Peter H. Jacobs_________ Peter H. Jacobs, President | FOR SB CORPORATE CONSULTING BY:___\s\___Stephen F. Burg_________ Stephen F. Burg, President |
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