As filed with the Securities and Exchange Commission on March 18, 1999
File No. ___________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
---------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------
I-TECH HOLDINGS GROUP, INC.
(Name of Small Business Issuer in its charter)
Colorado 84-1379282
(State or other jurisdiction of (IRS Employer Ident. No.)
incorporation or organization)
1000-789 W. Pender Street, Vancouver, B.C. V6C 1H2
(Address of Principal Executive Offices and Zip code)
Issuer's telephone number: (604)331-0995
Consulting Agreement
(Full title of the plan)
----------------
Marcus New
c/o I-Tech Holdings Group, Inc.
1629 York Street
Denver, Colorado 80206
(Name and address of agent of service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Maximum Maximum
Title of Offering Aggregate Amount of
Securities Amount to be Price Per Offering Registration
to be Registered Registered Share Price Fee(1)
- ----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 75,000 $6.21(1) $465,750(1) $129.48
(no par value)
- --------------
Total 75,000 $6.21 $465,750 $129.48
</TABLE>
(1) The closing price for the Registrant's Common Stock in the over-the-counter
market on March 17, 1999 was $6.21 per share. Pursuant to Rule 457(h)(1)
and (c), the registration fee was calculated on the basis of this figure.
<PAGE>
I-TECH HOLDINGS GROUP, INC.
CROSS REFERENCE SHEET
---------------------
Form S-8 Number and Caption Caption in Prospectus
Forepart of Registration Facing page of Registration
Statement and Outside Statement and Cover Page
Cover Page of Prospectus
Inside Front and Outside Inside Cover Page of
Back Cover Pages of Prospectus and Outside
Prospectus Cover Page of Prospectus
Summary Information, Risk Not Applicable
Factors and Ratio of
Earnings to Fixed Charges
Use of Proceeds Not Applicable
Determination of Offering Not Applicable
Price
Dilution Not Applicable
Selling Security Holders Sales by Selling Security Holder
Plan of Distribution Cover Page of Prospectus
by Selling Security Holder
Description of Securities Description of Securities;
to be registered Professional Consulting Agreements
Interests of Named Experts Not Applicable
and Counsel
Material Changes Not Applicable
Incorporate of Certain Incorporation of Certain
Information by Reference Documents by Reference
Disclosure of Commission Indemnification
Position on Indemnification
of Securities Act Liabilities
<PAGE>
PROSPECTUS
I-TECH HOLDINGS GROUP, INC.
75,000 Shares of Common Stock
(No par value)
To be Issued Pursuant to the Company's
Consulting Agreement
This Prospectus is part of a Registration Statement which registers 75,000
shares of Common Stock, no par value ("Common Stock") of I-Tech Holdings Group,
Inc. (the "Company") which will be issued, pursuant to a Consulting Agreement
(the "Agreement"). The Company has been advised by the Consultant that the
Consultant may sell all or a portion of its shares of Common Stock from time to
time in the over-the-counter market in negotiated transactions, directly or
through brokers or otherwise, and that such shares will be sold at market prices
prevailing at the time of such sales or at negotiated prices.
No person has been authorized by the Company to give any information or to
make any representation other than as contained in the Prospectus, and if given
or made, such information or representation must not be relied upon as having
been authorized by the Company. Neither the delivery of this Prospectus nor any
distribution of the shares of Common Stock shall, under any circumstances,
create any implication that there has been no change in the affairs of the
Company since the date hereof.
-----------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED ON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
-----------------
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL SECURITIES IN ANY STATE TO
ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER IN SUCH STATE.
THE DATE OF THIS PROSPECTUS IS ________ __, 1999.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports, proxy statements, and other information with the
Securities and Exchange Commission (the "Commission"). Reports, proxy statements
and other information filed with the Commission can be inspected and copied at
the public reference facilities of the Commission at 450 Fifth Street, NW.,
Washington, D.C. 20549. Copies of this material can also be obtained at
prescribed rates from the Public Reference Section of the Commission at its
principal office at 450 Fifth Street, NW., Washington, D.C. 20549. The Company's
Common Stock is traded the NASDAQ Electronic Bulletin Board under the symbol
"IHGP". The Company has filed with the Commission a Registration Statement on
Form S-8 (the Registration Statement") under the Securities Act of 1933, as
amended (the "Act"), with respect to 75,000 shares of the Company's Common
Stock, to be issued to a Consultant to the Company pursuant to a Consulting
Agreement. This Prospectus, which is Part I of the Registration Statement, omits
certain information contained in the Registration Statement. For further
information with respect to the Company and the shares of Common Stock offered
by this prospectus, reference is made to the Registration Statement, including
the exhibits thereto. Statements in this Prospectus as to any document are not
necessarily complete, and where any such document is an exhibit to the
Registration Statement or is incorporated by reference herein, each such
statement is qualified in all respects by the provisions of such exhibit or
other document, to which reference is hereby made, for a full statement of the
provisions thereof. A copy of the Registration Statement, with exhibits, may be
obtained from the Commission's office in Washington, D.C. (at the above address)
upon payment of the fees prescribed by the rules and regulations of the
Commission, or examined there without charge.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Securities and
Exchange Commission are incorporated herein by reference and made a part hereof:
The Company incorporates by reference herein the following documents filed
with the Commission pursuant to the Exchange Act (the "34 Act"):
1. The Company's Quarterly Report on Form 10-QSB for the fiscal quarter
ended September 30, 1998.
2. The Company's Annual Report on Form 10-KSB for the year ended December
31, 1998.
3. Amendment No. 1 to the Company's Registration Statement on Form 10-SB,
as amended, filed on June 29, 1998.
- 2 -
<PAGE>
4. In addition, all documents subsequently filed by the Company pursuant
to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act prior to
the termination of the offering made by this Prospectus shall be
deemed to be incorporated by reference into this Prospectus. Any
statement contained in a document incorporated or deemed to be
incorporated by reference in this Prospectus shall be deemed to be
modified or superseded for purposes of this Prospectus to the extent
that a statement contained in this Prospectus or in any other
subsequently filed document which also is or is deemed to be
incorporated by reference in this Prospectus or in a supplement hereto
modifies or supersedes such statement. Any statement so modified or
superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.
5. All reports and documents filed by the Company pursuant to Section 13,
14, or 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference
herein and to be a part hereof from the respective date of filing of
such documents. Any statement incorporated by reference herein shall
be deemed to be modified or superseded for purposes of this Prospectus
to the extent that a statement contained herein or in any other
subsequently filed document, which also is or is deemed to be
incorporated by reference herein, modifies or supersedes such
statement. Any statement modified or superseded shall not be deemed,
except as so modified or superseded, to constitute part of this
Prospectus. The Company hereby undertakes to provide without charge to
each person, including any beneficial owner, to whom a copy of the
Prospectus has been delivered, or the written request of any such
person, a copy of any and all of the documents referred to above which
have been or may be incorporated by reference in this Prospectus,
other than exhibits to such documents. Written requests for such
copies should be directed to Corporate Secretary, I-Tech Holdings
Group, Inc., 1629 York Street, Denver Co. 80206, Telephone (303)
436-1847.
FEDERAL INCOME TAX EFFECTS
A person who receives shares of the Company in exchange for services
rendered will recognize taxable income on the date of the receipt of the shares
based on the fair market value of the Common Stock.
RESTRICTIONS UNDER SECURITIES LAW
The sale of any shares of Common Stock must be made in compliance with
federal and state securities laws. Officers, directors and 10% or greater
shareholders of the Company, as well as certain other persons or parties whom
may be deemed "affiliates" of the Company under the Federal Securities Laws,
should be aware that shares acquired by affiliates are subject to certain
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<PAGE>
resale limitation imposed by Rule 144. Officers, directors and 10% or greater
shareholders are also subject to the "short swing" profit rule under Section
16(b) of the Securities Exchange Act of 1934. Section 16(b) of the Exchange Act
generally provides that if any officer, director or 10% and greater shareholder
sold any Common Stock of the Company acquired pursuant to the exercise of a
stock option, he would generally be required to pay any "profits" resulting from
the sale of the stock and receipt of the stock option. Section 16(b) exempts all
warrant exercises from being treated as purchases and, instead, treats a warrant
grant as a purchase of an underlying security, which grant/purchase may be
matched with the sale of the underlying security within six months of the date
of grant.
DESCRIPTION OF SECURITIES
The Company is currently authorized to issue up to 50,000,000 shares of
common stock no par value, and 5,000,000 shares of preferred stock, no par
value. As of February 15, 1998, there were 3,120,000 shares of common stock
issued and outstanding. As of the same date, there were 450,000 shares of
preferred stock outstanding. Subject to the dividend rights of holders of
Preferred Stock, if any, holders of shares of Common Stock are entitled to
share, on a ratable basis, such dividends as may be declared by the Board of
Directors out of funds legally available therefor. Upon liquidation, dissolution
or winding up of the Company, after payment to creditors and holders of
Preferred Stock that may be outstanding, the assets of the Company will be
divided pro rata on a per share basis among the holders of the Common Stock.
Each share of Common Stock entitles the holders thereof to one vote.
Holders of Common Stock do not have cumulative voting rights. The By-laws of the
Company require that only a majority of the issued and outstanding shares of
Common Stock of the Company need be represented to constitute a quorum and to
transact business at a shareholder's meeting. The Common Stock has no
preemptive, subscription or conversion rights and is not redeemable by the
Company.
PREFERRED STOCK
The shares of preferred stock may be issued from time to time in series and
that the Board of Directors of the Corporation is authorized to establish and
designate series and to fix the number of shares and the relative voting,
dividend, conversion, liquidation, redemption, and other rights, preferences,
and limitations as between series, subject to such limitations as may be
prescribed by law; that the proper officers of the corporation are by this means
authorized to make, subscribe, acknowledge, execute, and file, or cause to be
filed, such certificate or certificates as may be required under the laws of the
state of Colorado and other jurisdictions to give effect to the proposal, as
presented in the proxy statement, or as may be required in connection with the
issuance of shares of preferred stock in series from time to and things as in
its discretion may be necessary or advisable in connection with such proposal.
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<PAGE>
The issued and outstanding Preferred Stock (a) is non-voting; and (b) as a
group, the holders have the right to receive pro rata, upon dissolution or
winding up of the Company, 10% of the assets of the Company prior to division
and distribution of assets to the holders of the Company's Common Stock.
TRANSFER AGENT
The Transfer Agent for the shares of Common Stock is Corporate Stock
Transfer, Inc., 370 17th Street, Denver, CO 80202.
LEGAL MATTERS
Certain legal matters in connection with the securities being offered
hereby will be passed upon for the Company by Sierchio & Albert, P.C.
EXPERTS
The financial statements of the Company appearing in Company's Form 10-KSB
for the period ended December 31, 1998, have been audited by Kish, Leake &
Associates, P.C., independent certified public accountants, as set forth in
their report thereon included therein and incorporated herein by reference. Such
financial statements are, and audited financial statements to be included in
subsequently filed documents will be, incorporated herein in reliance upon the
reports of Kish, Leake & Associates, P.C. pertaining to such financial
statements (to the extent covered by consents filed with the Securities and
Exchange Commission) given upon the authority of such firm as experts in
accounting and auditing.
INDEMNIFICATION
Article XIII of the Company's Articles of Incorporation contains provisions
providing for the indemnification of directors and officers of the Company as
follows:
The Board of Directors of the Corporation shall have the power to:
A. 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,
whether civil, criminal, administrative or investigative (other than an action
by or in the right of the Corporation), by reason of the fact that he 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,
against expenses (including attorney's fees), judgments, fines and amounts paid
in settlement actually and reasonable incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in the best interests of the Corporation and, with
respect to any criminal action or proceedings, had no reasonable cause to
believe his conduct
- 5 -
<PAGE>
was unlawful. The termination of any action, suit or proceeding by judgment,
order, settlement or conviction or upon a plea of nolo contendere or its
equivalent shall not of itself create a presumption that the person did not act
in good faith and in a manner which he reasonably believed to be in the best
interests of the Corporation and, with respect to any criminal action or
proceeding, had reasonable cause to believe the action was unlawful.
B. Indemnify any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action or suit by or in the right
of the Corporation to procure a judgment in its favor by reason of the fact that
he 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 the Corporation, partnership, joint venture, trust or other or agent
of the Corporation, partnership, joint venture, trust or other enterprise
against expenses (including attorney's fees) actually and reasonably incurred by
him in connection with the defense or settlement of such action or suit if he
acted in good faith and in a manner he reasonably believed to be in the best
interests of the Corporation; but no indemnification shall be made in respect of
any claim, issue or matter as to which such person has been adjudged to be
liable for negligence or misconduct in the performance of his duty to the
Corporation unless and only to the extent that the court in which such action or
suit was brought determines upon application that, despite the adjudication of
liability, but in view of all circumstances of the case, such person is fairly
and reasonably entitled to indemnification for such expenses which such court
deems proper.
C. Indemnify a Director, officer, employee or agent of the Corporation to
the extent that such person has been successful on the merits in defense of any
action, suit or proceeding referred to in Subparagraph A or B of this Article or
in defense of any claim, issue, or matter therein, against expenses (including
attorney's fees) actually and reasonably incurred by him in connection
therewith.
D. Authorize indemnification under Subparagraph A or B of this Article
(unless ordered by a court) in the specific case upon a determination that
indemnification of the Director, officer, employee or agent is proper in the
circumstances because he has met the applicable standard of conduct set forth in
said Subparagraph A or B. Such determination shall be made by the Board of
Directors by a majority vote of a quorum consisting of directors who were not
parties to such action, suit or proceeding, or, if such a quorum is not
obtainable or even if obtainable a quorum of disinterested directors so directs,
by independent legal counsel in a written option, or by the shareholders.
E. Authorize payment of expenses (including attorney's fees) incurred in
defending a civil or criminal action, suit or proceeding in advance of the final
disposition of such action, suit or proceeding as authorized in Subparagraph D
of this Article upon receipt of an undertaking by or on behalf of the Director,
officer, employee or agent to repay such amount unless it is ultimately
determined that he is entitled to be indemnified by the Corporation as
authorized in this Article.
- 6 -
<PAGE>
F. Purchase and maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the Corporation or who 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
against any liability asserted against him and incurred by him in any such
capacity or arising out of his status as such, whether or not the Corporation
would have the power to indemnify him against such liability under the provision
of this Article.
The indemnification provided by this Article shall not be deemed exclusive
of any other rights to which those seeking indemnification may be entitled under
these Articles of Incorporation, and the Bylaws, agreement, vote of the
shareholders or disinterested directors or otherwise, and any procedure provided
for by any of the foregoing, both as to action in his official capacity and as
to action in another capacity while holding such office, and shall continue as
to a person who has ceased to be a Director, officer, employee or agent and
shall inure to the benefit of heirs, executors and administrators of such a
person.
The Company has no agreements with any of its directors or executive
officers providing for indemnification of any such persons with respect to
liability arising out of their capacity or status as officers and directors.
At present, there is no pending litigation or proceeding involving a
director or executive officer of the Company as to which indemnification is
being sought.
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<PAGE>
I-TECH HOLDINGS GROUP, INC.
PART II
INFORMATION REQUIRED FOR THE REGISTRATION STATEMENT
ITEM 3 - INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The documents listed in (1) through (3) below are incorporated by reference
in the Registration Statement. All documents subsequently filed by the Company
pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in the Registration Statement and to be part thereof
form the date of filing such documents.
(1) The Company's latest annual report filed pursuant to Section 13(a) or
15(d) of the Exchange Act, or, in the case of the Company, either (1) the latest
prospectus filed pursuant to Rule 424(b) under the Securities Act of 1933, as
amended (the "Act"), that contains audited financial statements for the
Company's latest fiscal year for which statement have been filed or (2) the
Company's effective registration statement on Form 10-SB or 30F filed under the
Exchange Act containing audited financial statements for the Company's latest
fiscal year.
(2) All reports and documents filed by the Company pursuant to Section
13(a), 14, or 15(d) of the Exchange Act. Written requests for such copies should
be directed to Corporate Secretary, I-Tech Holdings Group, Inc., 1629 York
Street, Denver Co. 80206, Telephone (303) 436-1847.
(3) The description of the Common Stock of the Company which is contained
in a Registration Statement filed under the Exchange Act, including any
amendment or report filed for the purpose of updating such description.
ITEM 4 - DESCRIPTION OF SECURITIES
The class of securities to be offered hereby is registered under Section
12(g) of the Securities Exchange Act of 1934, as amended. A description of the
Company's securities is set forth in the Registration Statement filed pursuant
to Form 10-SB: the Company registered common stock which is entitled to share,
on a ratable basis, such dividends as may be declared by the Board of Directors
out of funds legally available therefor. Each share of common stock entitles the
holders thereof to one vote. Holders of common stock do not have cumulative
voting rights or does the common stock have preemptive, subscription or
conversion rights and is not redeemable by the Registrant.
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<PAGE>
The issued and outstanding Preferred Stock (a) is non-voting; and (b) as a
group, the holders have the right to receive pro rata, upon dissolution or
winding up of the Company, 10% of the assets of the Company prior to division
and distribution of assets to the holders of the Company's Common Stock.
ITEM 5 - INTERESTS OF NAMED EXPERTS OR COUNSEL
NOT APPLICABLE
ITEM 6 - INDEMNIFICATION
Article XIII of the Company's Articles of Incorporation contains provisions
providing for the indemnification of directors and officers of the Company as
follows:
The Board of Directors of the Corporation shall have the power to:
A. 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,
whether civil, criminal, administrative or investigative (other than an action
by or in the right of the Corporation), by reason of the fact that he 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,
against expenses (including attorney's fees), judgments, fines and amounts paid
in settlement actually and reasonable incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in the best interests of the Corporation and, with
respect to any criminal action or proceedings, had no reasonable cause to
believe his conduct was unlawful. The termination of any action, suit or
proceeding by judgment, order, settlement or conviction or upon a plea of nolo
contendere or its equivalent shall not of itself create a presumption that the
person did not act in good faith and in a manner which he reasonably believed to
be in the best interests of the Corporation and, with respect to any criminal
action or proceeding, had reasonable cause to believe the action was unlawful.
B. Indemnify any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action or suit by or in the right
of the Corporation to procure a judgment in its favor by reason of the fact that
he 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 the Corporation, partnership, joint venture, trust or other or agent
of the Corporation, partnership, joint venture, trust or other enterprise
against expenses (including attorney's fees) actually and reasonably incurred by
him in connection with the defense or settlement of such action or suit if he
acted in good faith and in a manner he reasonably believed to be in the best
interests of the Corporation; but no indemnification shall be made in respect of
any claim, issue or matter as to which such person has been adjudged to be
liable for
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<PAGE>
negligence or misconduct in the performance of his duty to the Corporation
unless and only to the extent that the court in which such action or suit was
brought determines upon application that, despite the adjudication of liability,
but in view of all circumstances of the case, such person is fairly and
reasonably entitled to indemnification for such expenses which such court deems
proper.
C. Indemnify a Director, officer, employee or agent of the Corporation to
the extent that such person has been successful on the merits in defense of any
action, suit or proceeding referred to in Subparagraph A or B of this Article or
in defense of any claim, issue, or matter therein, against expenses (including
attorney's fees) actually and reasonably incurred by him in connection
therewith.
D. Authorize indemnification under Subparagraph A or B of this Article
(unless ordered by a court) in the specific case upon a determination that
indemnification of the Director, officer, employee or agent is proper in the
circumstances because he has met the applicable standard of conduct set forth in
said Subparagraph A or B. Such determination shall be made by the Board of
Directors by a majority vote of a quorum consisting of directors who were not
parties to such action, suit or proceeding, or, if such a quorum is not
obtainable or even if obtainable a quorum of disinterested directors so directs,
by independent legal counsel in a written option, or by the shareholders.
E. Authorize payment of expenses (including attorney's fees) incurred in
defending a civil or criminal action, suit or proceeding in advance of the final
disposition of such action, suit or proceeding as authorized in Subparagraph D
of this Article upon receipt of an undertaking by or on behalf of the Director,
officer, employee or agent to repay such amount unless it is ultimately
determined that he is entitled to be indemnified by the Corporation as
authorized in this Article.
F. Purchase and maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the Corporation or who 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
against any liability asserted against him and incurred by him in any such
capacity or arising out of his status as such, whether or not the Corporation
would have the power to indemnify him against such liability under the provision
of this Article.
The indemnification provided by this Article shall not be deemed exclusive
of any other rights to which those seeking indemnification may be entitled under
these Articles of Incorporation, and the Bylaws, agreement, vote of the
shareholders or disinterested directors or otherwise, and any procedure provided
for by any of the foregoing, both as to action in his official capacity and as
to action in another capacity while holding such office, and shall continue as
to a person who has ceased to be a Director, officer, employee or agent and
shall inure to the benefit of heirs, executors and administrators of such a
person.
- 10 -
<PAGE>
The Company has no agreements with any of its directors or executive
officers providing for indemnification of any such persons with respect to
liability arising out of their capacity or status as officers and directors.
At present, there is no pending litigation or proceeding involving a
director or executive officer of the Company as to which indemnification is
being sought.
ITEM 7 - EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
ITEM 8 - EXHIBITS
(A) EXHIBITS
EXHIBIT DESCRIPTION
4.1 Articles of Incorporation (Colorado)-Incorporated by reference to
Exhibit 2.1 of the Company's Form 10-SB filed January 29, 1998.
4.2 By-Laws - Incorporated by reference to Exhibit 2.2 of the Company's
Form 10-SB, filed January 29, 1998.
5.0 Legal opinion of Sierchio & Albert, P.C.
10.01 Consulting Agreement with Olympic Capital Group, Inc.
24.1 Consent of Sierchio & Albert, P.C., included in the opinion filed as
Exhibit 5 hereto.
24.2 Consent of Independent Certified Public Accountants.
(B) REPORTS ON FORM 8-K
None
ITEM 9 - UNDERTAKINGS
(1) The undersigned Registrant hereby undertakes:
(a) To file, during any period in which offerings or sales are being
made, a post-effective amendment to this Registration Statement to include
any material information with
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<PAGE>
respect to the plan of distribution not previously disclosed in the
Registration Statement or any material change to such information in the
Registration Statement;
(b) That, for the purposes of determining any liability under the Act,
each such post-effective amendment 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; and,
(c) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(2) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such securities
at the time shall be deemed to be the initial bona fide offering thereof.
(3) Insofar as indemnification for liabilities under the Act may be
permitted to directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than payment by the Registration of expenses incurred or
paid by a director, officer or controlling person of the Registrant 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 Registrant 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 Act and will be governed by the final adjudication of
such issue.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing 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 Denver and the State of Colorado, on the 15th day of
March, 1999.
I-TECH HOLDINGS GROUP, INC.
By: s/Marcus New
-----------------------------------
Marcus New, President
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
s/Marcus New Dated: March 15, 1999
- ---------------------------------------
Marcus New, Director and President
s/John Dawe Dated: March 15, 1999
- ---------------------------------------
John Dawe, Treasurer
s/Clark Burch Dated: March 15, 1999
- ---------------------------------------
Clark Burch, Director
s/Craig Faulkner Dated: March 15, 1999
- ---------------------------------------
Craig Faulkner, Director
s/Gerald Trumbule Dated: March 15, 1999
- ---------------------------------------
Gerald Trumbule, Ph.D., Director
- 13 -
<PAGE>
INDEX TO EXHIBITS
EXHIBIT DESCRIPTION
4.1 Articles of Incorporation (Colorado)-Incorporated by reference to
Exhibit 2.1 of the Company's Form 10-SB filed January 29, 1998.
4.2 By-Laws - Incorporated by reference to Exhibit 2.2 of the Company's Form
10-SB, filed January 29, 1998.
5. Legal opinion of Sierchio & Albert, P.C.
10.01 Consulting Agreement with Olympic Capital Group, Inc.
24.1 Consent of Sierchio & Albert, P.C., included in the opinion filed as
Exhibit 5 hereto.
24.2 Consent of Independent Certified Public Accountants.
- 14 -
[LETTERHEAD OF SIERCHIO & ALBERT, P.C.]
March 16, 1999
I-Tech Holdings Group, Inc.
1629 York Street
Denver, Colorado 80206
Re: I-Tech Holdings Group, Inc. - Form S-8 Registration Statement
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 (the "Registration
Statement") to which this letter is attached as Exhibit 5.1 filed by I-Tech
Holdings Group, Inc. a Colorado corporation (the "Company"), in order to
register under the Securities Act of 1933, as amended (the "Act"), 75,000 shares
of Common Stock, no par value of the Company (the "Shares") issuable pursuant to
a Consulting Agreement between the Company and Olympic Capital Group, Inc. and
its employees, dated March 15, 1999.
We are of the opinion that the Shares issued pursuant to the Consulting
Agreement dated March 15, 1999 have been duly authorized and that such shares
are validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement and to the use of our name in the prospectus constituting
a part thereof.
Yours truly,
s/Joseph Sierchio
-----------------------
CONSULTING AGREEMENT
This Agreement is made and entered into as of the 15th day of March, 1999
by and between OLYMPIC CAPITAL GROUP, INC. ("OCG") with principal offices at 645
Fifth Avenue, New York, NY 10022, and I-TECH HOLDINGS GROUP, INC. a Colorado
corporation (the "Company") with its principal office at 1629 York Street, Ogden
Utah 80206.
WHEREAS, OCG's employees have rendered consulting services to the Company
in connection with the introduction to this Company, for the purpose of having
this Company acquire, other internet-related financial companies; and
WHEREAS, the parties hereto desire to memorialize the services of OCG's
employees and to compensate OCG's employees therefor;
NOW, THEREFORE, in consideration of the mutual promises made herein and for
other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties hereto agree as follows:
1. Purpose: The Company hereby recognizes and agrees that OCG's employees
have rendered bona fide consulting advice to the Company specifically relating
to the introduction to the Company of internet-related financial companies,
which services were not in connection with the offer or sale of securities in a
capital-raising transaction, and which services did not and do not directly or
indirectly promote or maintain a market for the Company's securities
("Consulting Services"). For a period of six months from the date hereof, OCG to
will continue to provide such services, and, if and to the extent requested by
the Company, will assist the Company in the research of, and possible
acquisition of, other internet information providers.
2. Compensation: In consideration for the valuable Consulting Services
rendered by OCG's employees to the Company, as recognized in this Agreement, the
Company hereby agrees to issue to OCG's designees at a price of $.01 per share
($750 in total), 75,000 shares of the Company's Common Stock (the "Shares"). OCG
hereby acknowledges that the aforementioned 75,000 Shares are in full payment
for the services rendered by OCG and its designated employees. OCG hereby
designates that the 75,000 Shares should be issued as follows: to John B.
Lowy-69,500 shares; to Gary Yankelowitz-3,000 shares; to Anna Herbst 2,500
shares.
3. Registration: The Company hereby agrees to immediately register the
Shares pursuant to a Registration Statement on Form S-8.
4. OCG and designees are Independent Contractors: OCG and its designees
have performed the Consulting Services described herein as independent
contractors and not as an employees of the Company or any affiliate thereof.
5. Miscellaneous:
(a) This Agreement between the Company and OCG constitutes the entire
agreement and understanding of the parties hereto, and supersedes any and
all previous agreement and understandings, whether oral or written, between
the parties.
<PAGE>
(b) Any notice or communication permitted or required hereunder shall
be in writing and shall be deemed sufficiently given if hand-delivered or
sent (i) postage prepaid by registered mail, return receipt requested, or
(ii) by facsimile, to the respective parties as set forth above, or to such
other address as either party may notify the other in writing.
(c) This Agreement shall be binding upon and inure to the benefit of
each of the parties hereto and their respective successors, legal
representatives and assigns. This Agreement may be executed in any number
of counterparts, each of which together shall constitute one and the same
original document. No provision of this Agreement may be amended, modified
or waived, except in a writing signed by all of the parties hereto.
(d) This Agreement shall be construed in accordance with and governed
by the laws of the State of New York, without giving effect to conflict of
law principles. The parties hereby agree that any dispute which may arise
between them arising out of or in connection with this Agreement shall be
adjudicated before a court located in New York, and they hereby submit to
the exclusive jurisdiction of the courts of the State of New York located
in New York, New York and of the federal courts of the State of New York
located in New York, New York and of the federal courts in the Southern
District of New York with respect to any action or legal proceeding
commenced by any party.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed, as of the day and year first above written.
OLYMPIC CAPITAL GROUP, INC.
/s/John B. Lowy
-------------------------------
John B. Lowy, President
INDIVIDUAL CONSULTANTS:
/s/John B. Lowy
-------------------------------
John B. Lowy
/s/Gary D. Yankelowitz
-------------------------------
Gary D. Yankelowitz
/s/Anna Herbst
-------------------------------
Anna Herbst
I-TECH HOLDINGS GROUP, INC.
/s/Marcus New
-------------------------------
Marcus New, President
Kish o Leake & Associates, P.C.
Certified Public Accountants
J.D. Kish, C.P.A., M.B.A. 7901 E. Belleview Ave., Suite 220
James D. Leake, C.P.A., M.T. Englewood, Colorado 80111
-------------- Telephone (303) 779-5006
Arleen R. Brogan, C.P.A. Facsimile (303) 779-5724
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference of our audit report dated
January 22, 1999 on the financial statements of I-Tech Holdings Group, Inc. for
the year ended December 31, 1998, in the Form S-8 of I-Tech Holdings Group, Inc.
Englewood, Colorado
March 11, 1999
s/ Kish, Leake & Assoc., P.C.
---------------------------------
Kish, Leake & Associates, P.C.
Certified Public Accountants
