<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
ON OCTOBER 3, 2000
File No. 333-______
==============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
COI SOLUTIONS INC.
(Exact name of registrant as specified in its charter)
Nevada 86-09884116
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
5300 West Sahara, Suite 101, Las Vegas NV 89102
(Address of principal executive offices) (Zip Code)
Consulting Agreements dated September 28, 2000
(Full title of the plan)
Angie Kurek
5300 West Sahara, Suite 101, Las Vegas NV 89102 (Name and
address of agent for service)
(905) 201-1952
(Telephone number, including area code, of agent for service)
Copies of Communications to
Jonathan D. Leinwand, Esq.
3370 NE 190th Street, Suite 1805 Aventura, FL 33180
(305) 937-3062
<TABLE>
<CAPTION>
==========================================================================================================================
Title of Securities Amount to Proposed maximum Proposed maximum Amount of
to be registered be registered offering price per share aggregate offering price registration fee
--------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock
$.001 Par Value 775,000 Shares $ 0.25(1) $193,750 $ 51.15
==========================================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee, based
upon the average bid and asked price of the Common Stock on September 28, 2000.
<PAGE>
THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS
COVERING SECURITIES THAT HAVE BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933
775,000 Shares
Coi Solutions, INC.
Common Stock
This Prospectus relates to 775,000 shares of common stock, $.001 par
value (the "Common Stock"), of COi SolutiOns, Inc., a Nevada corporation (the
"Company").
The Company's common stock is currently traded on the Over-the Counter
Bulletin Board under the symbol "COSL".
----------------------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
-----------------------------------------------------
The date of this Prospectus is October 3, 2000.
You should only rely on the information incorporated by reference or
provided in this Prospectus or any supplement. We have not authorized anyone
else to provide you with different information. The common stock is not being
offered in any state where the offer is not permitted. You should not assume
that the information in this Prospectus or any supplement is accurate as of any
date other than the date on the front of this Prospectus.
WHERE YOU CAN FIND MORE INFORMATION
The Company is required to file annual, quarterly and special reports, and other
information with the Securities and Exchange Commission (the "SEC") as required
by the Securities Exchange Act of 1934, as amended (the "1934 Act"). You may
read and copy any reports, statements or other informationwe file at the SEC's
Public Reference Rooms at:
450 Fifth Street, N.W., Washington, D.C. 20549;
Seven World Trade Center, 13th Floor, New York, N.Y. 10048
Please call the SEC at 1-800-SEC-0330 for further information on the Public
Reference Rooms. Our filings are also available to the public from commercial
document retrieval services and the SEC website (http://www.sec.gov). Additional
information may also be obtained from the Company at 5300 West Sahara, Suite
101, Las Vegas, NV 89102.
<PAGE>
INCORPORATED DOCUMENTS
The SEC allows the Company to "incorporate by reference" information into this
Prospectus, which means that the Company can disclose important information to
you by referring you to another document filed separately with the SEC. The
information incorporated by reference is deemed to made part of this Prospectus,
except for any information superseded by information in this Prospectus.
The Company's Annual Report on Form 10-KSB, filed August 8, 2000, is
incorporated herein by reference. In addition, all documents filed or
subsequently filed by the Company under Sections 13(a), 13(c), 14 and 15(d) of
the 1934 Act, before the termination of this offering, are incorporated by
reference.
DESCRIPTION OF CONSULTING AGREEMENTS
The Company has entered into five Consulting Agreements (the
"Agreements") dated September 28, 2000, pursuant to which the Company has agreed
to issue an aggregate of 775,000 shares (the "Shares") of the Company's Common
Stock in payment for consulting services to the Company concerning the matters
further described below. The consultants are:
Dr. Joseph Silver, who is a specialist in physiology and the use of alternative
medicines. Additionally, he has expertise in medical office management including
the handling of insurance patients and claims and the interaction between
insurers, patients and medical professionals. Dr. Silver will use this expertise
in advising the Company on such matters and shall be a member of its Advisory
Board composed of professionals from different fields. Dr. Silver will receive
200,000 shares of the company's common stock.
Dr. Bruce Levy is a chiropractic physician and a specialist in the use of
alternative medicines. He will use this expertise in advising the Company on
issues dealing with patient care, relations with patients and healthcare
professionals, and shall be a member of its Advisory Board composed of
professionals from different fields. Dr. Levy will receive 150,000 shares of the
company's common stock.
Julie Levine will provide expertise in dealing with internal accounting and
bookkeeping procedures. For her services she will receive 125,000 shares of the
company's common stock.
Steven Salzburg has extensive experience in marketing and advertising. He will
use this expertise in advising the Company on issues dealing with the creation
of marketing and advertising materials and will guide the company in evaluating
the need for an internal marketing group or the hiring of outside marketing and
advertising professionals. For his services Mr. Salzburg will receive 100,000
shares of the company's common stock.
Hal Richard is a Certified Public Accountant and has extensive experience in
accounting and auditing. He will use this expertise in advising the Company and
the Audit Committee of the Board of Directors on various auditing and accounting
issues. Mr. Richard will receive 200,000 shares of the Company's common Stock.
<PAGE>
The agreements are for a term of one year commencing on the date of the
Agreements. The Agreements are separate and the Consultants will provide their
services separately.
REGISTRATION OF THE SHARES
Pursuant to the Agreement, the Company has agreed to register the Shares
on a Registration Statement on Form S-8 under the Securities Act of 1933, as
amended, in connection with their original issuance to the consultant. This
Prospectus relates to a Registration Statement on Form S-8 which was filed with
the Securities and Exchange Commission on the date hereof and which became
effective as of such filing.
RESALE OF THE SHARES
The Agreements do not impose any restrictions on the resale of the
Shares. However, if a recipient of Shares is or becomes an "affiliate" of the
Company, as such term is defined in Rule 144 promulgated under the Securities
Act, at any such time, such person will be subject to the limitations on the
amount of securities which may be sold imposed under Rule 144(e)(1). Rule
144(e)(1) generally provides that the number of shares of Common Stock which may
be sold in any three month period may not exceed the greater of (i) 1% of the
outstanding Common Stock as shown by the most recent published report of
the Company or (ii) the average weekly reported volume of trading in the Common
Stock, as reported through NASDAQ, for the four weeks preceding the filing of a
notice of proposed sale of the Common Stock, if required under Rule 144(b) under
the Securities Act, or preceding the date of receipt of the order to execute the
transaction by the broker or the date of execution directly with a market maker.
Additional information regarding the Agreements not set forth in this
Prospectus may be obtained from the Company at 5300 West Sahara, Suite 101, Las
Vegas, NV 89102.
CERTAIN FEDERAL INCOME TAX CONSEQUENCES
At the time of issuance of the Shares, the consultant recognized
ordinary income for federal income tax purposes in an amount equal to the then
fair market value of the Shares received by such consultant.
The consultant will recognize gain or loss on the subsequent sale of
the Shares in an amount equal to the difference between the amount realized and
the tax basis of such Shares, which will equal the amount included in the
consultant's income by reason of the issuance of the Shares. Provided such
Shares are held as a capital asset, such gain or loss will be long-term or
short-term capital gain or loss depending upon whether the Shares have been held
for more than one year.
The Agreement is not subject to any of the provisions of the Employee
Retirement Income Security Act of 1974, and is not qualified under Section
401(a) of the Code.
This discussion is only a summary of certain significant federal income
tax consequences and each consultant should consult an independent tax
<PAGE>
adviser as to all of the federal and state income tax consequences relating to
the receipt or sale of the Shares.
CERTAIN INFORMATION
The documents incorporated by reference in Item 3 of Part II of the Form
S-8, and any other documents required to be delivered pursuant to Rule 428(b),
promulgated under the Securities Act, are available from the Company, without
charge, upon written or oral request. Requests for documents should be directed
to the President of the Company. The documents incorporated by reference in Item
3 of Part II of the Form S-8 are also incorporated in this Prospectus by
reference thereto.
<PAGE>
COi Solutions Inc.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INFORMATION INCORPORATED BY REFERENCE.
There are hereby incorporated by reference in this Registration
Statement the following documents and information heretofore filed under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), with the
Securities and Exchange Commission (the "Commission") by COi Solutions, Inc.
(the "Company" or the "Registrant"):
(a) The Registrant's Annual Report on Form 10-KSB for the fiscal period
ended December 31, 1999;
(b) The Registrant's Quarterly Reports on Form 10-Q for the fiscal
quarters ended March 31, 2000 and June 30, 2000; and
(c) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act by the Registrant with the Commission since December 31, 1999.
All documents filed with the Commission by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this
Registration Statement and 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 this Registration Statement and to be part hereof from the date of
filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
The Company is authorized to issue 100,000,000 shares of Common Stock,
par value $.001 per share (the "Common Stock"). Holders of the Common Stock
have one vote per share on each matter submitted to a vote of stockholders, the
right to receive such dividends, if any, as may be declared by the Board of
Directors out of assets legally available therefor and the right to receive net
assets in liquidation after payment of all amounts due to creditors and all
preferential amounts due to holders of any preferred stock. Holders of the
Common Stock have no conversion rights and are not entitled to any preemptive or
subscription rights. The Common Stock is not subject to redemption or any
further calls or assessments. The Common Stock has noncumulative voting rights
in the election of directors.
The Common Stock is traded in the over-the-counter market (the "OTC
Bulletin Board and quoted under the symbol "COSL".
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
None.
<PAGE>
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
As permitted by the provisions of the Nevada Revised Statutes (the "NRS"), the
Company has the power to indemnify any person made a party to an action, suit or
proceeding by reason of the fact that they are or were a director, officer,
employee or agent of the Company, against expenses, judgments, fines and amounts
paid in settlement actually and reasonably incurred by them in connection with
any such action, suit or proceeding if they acted in good faith and in a manner
which they reasonably believed to be in, or not opposed to, the best interest of
the Company and, in any criminal action or proceeding, they had no reasonable
cause to believe their conduct was unlawful. Termination of any action, suit or
proceeding by judgment, order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent, does not, of itself, create a presumption that the
person did not act in good faith and in a manner which they reasonably believed
to be in or not opposed to the best interests of the Company, and, in any
criminal action or proceeding, they had no reasonable cause to believe their
conduct was unlawful.
The Company must indemnify a director, officer, employee or agent of the Company
who is successful, on the merits or otherwise, in the defense of any action,
suit or proceeding, or in defense of any claim, issue, or matter in the
proceeding, to which they are a party because they are or were a director,
officer employee or agent of the Company, against expenses actually and
reasonably incurred by them in connection with the defense.
The Company may provide to pay the expenses of officers and directors incurred
in defending a civil or criminal action, suit or proceeding as the expenses are
incurred and in advance of the final disposition of the action, suit or
proceeding, upon receipt of an undertaking by or on behalf of the director or
officer to repay the amount if it is ultimately determined by a court of
competent jurisdiction that they are not entitled to be indemnified by the
Company.
The NRS also permits a corporation to purchase and maintain liability insurance
or make other financial arrangements on behalf of any person who is or was a
director, officer, employee or agent of the Company, 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 for any
liability asserted against them and liability and expenses incurred by them in
their capacity as a director, officer, employee or agent, or arising out of
their status as such, whether or not the Company has the authority to indemnify
them against such liability and expenses.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
4.1 Consulting Agreement dated September 28, 2000 between the
Registrant and Joseph Silver.
4.2 Consulting Agreement dated September 28, 2000 between the
Registrant and Bruce Levy
<PAGE>
4.3 Consulting Agreement dated September 28, 2000 between the
Registrant and Julie Levine
4.4 Consulting Agreement dated September 28, 2000 between the
Registrant and Steven Salzburg
4.5 Consulting Agreement dated September 28, 2000 between the
Registrant and Hal Richard
5.1 Opinion of Counsel
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 provide any prospectus required by Section 10(a)(3) of the Securities Act
of 1933, as amended (the "Securities Act").
(ii) to reflect in the prospectus any facts or events arising after the
effective date of the 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.
Notwithstanding the foregoing, any increase or decrease in the volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective 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 the registration statement; provided
however, that clauses (i) and (ii) above do not apply if the information
required to be included in a post-effective amendment by those clauses is
contained in periodic reports filed by the Registrant pursuant to Sections 13 or
15(d) of the Exchange Act that are incorporated by reference in this
Registration Statement.
(2) That, for the purpose of determining liability under the
Securities Act, each such post-effective amendment 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 means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
<PAGE>
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, 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 this Registration Statement 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.
(c) Insofar as indemnification for liabilities arising under the
Securities 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 Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant 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 Securities Act and will be governed by the final
adjudication of such issue.
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 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 Toronto, Province of Ontario, on October 3,
2000.
COi Solutions, INC.
By: /s/ Robert Wilder
----------------------------------
Robert Wilder
Chief Executive Officer/Director
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Robert Wilder CEO (principal October 3, 2000
----------------------------- executive officer)
Robert Wilder and Director
/s/ Robert Jones President/Director October 3, 2000
-----------------------------
/s/ Gary W. Evans Chief Financial/ October 3, 2000
----------------------------- Director
</TABLE>
S-1
EXHIBIT INDEX
4.1 Consulting Agreement dated September 28, 2000 between the
Registrant and Joseph Silver.
4.2 Consulting Agreement dated September 28, 2000 between the
Registrant and Bruce Levy
4.3 Consulting Agreement dated September 28, 2000 between the
Registrant and Julie Levine
4.4 Consulting Agreement dated September 28, 2000 between the
Registrant and Steven Salzburg
4.5 Consulting Agreement dated September 28, 2000 between the
Registrant and Hal Richard
5.1 Opinion of Counsel
<PAGE>
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT is entered into as of September 28 , 2000 by and
between COI SOLUTIONS, INC. a Nevada corporation (the "Company"), and Joseph
Silver, an individual (the "Consultant")
WITNESSETH:
WHEREAS, the Company desires to receive the benefit of the expertise,
knowledge and experience of the Consultant in connection business services
provided to the Company;
WHEREAS, each of the Company and the Consultant desires to enter into
this Consulting Agreement;
NOW, THEREFORE, in consideration of the respective covenants and
agreements of the parties set forth herein, the parties hereby agree as follows;
1. Term and Services.
a. Commencing as of the date hereof, and continuing thereafter
through September 30, 2001 (the "Consulting Period"), the Consultant
shall consult with the company in an advisory capacity when reasonably
requested to do so by the Company in connection with the Company's
business; provided that the consultations shall be performed in the
place or places and at the time or times and in the manner that shall
be reasonably acceptable to the Consultant.
b. The Consultant is a specialist in physiology and the use
of alternative medicines. Additionally, the Consultant has expertise in
medical office management including the handling of insurance patients
and claims and the interaction between insurers, patients and medical
professionals. The Consultant will use this expertise in advising the
Company on such matters and shall be a member of its Advisory Board
composed of professionals from different fields.
2. Compensation. As compensation for performing consulting services for
the Company during the Consulting Period, the Company shall cause Two Hundred
Thousand (200,000) shares of its Common Stock, par value $001 per share, to be
issued to the Consultant.
<PAGE>
The Company use its best efforst to register such shares for resale on Form S-8
as soon as practicable.
3 Proprietary Information.
a. Upon termination of this Consulting Agreement for any
reason, the Consultant shall forthwith deliver or cause to be delivered to the
Company any and all "propriety information" including drawings, notebooks, keys,
data and other documents and materials belonging to the Company which is in his
possession or under his control relating to the Company or the Company's
Business, and will deliver upon such expiration any other property of the
Company which is in his possession or under his control.
b. For purposes of this Consulting Agreement, the term
"proprietary information" shall mean any information relating to the Company's
Business that has not previously been publicly released by duly authorized
representatives of the Company and shall included, without limitation,
information included in all drawings, designs, plans, proposals, marketing and
sales programs, financial information, costs, pricing information,, customer
information and all methods, concepts or ideas in or reasonably related to the
Company's Business. The Consultant understands and agrees that all "proprietary
information" conceived by him either along or with others or provided to him by
the Company or others is the sole and exclusive property of the Company.
4. Miscellaneous Provision.
a. Neither the Consultant nor the Company may at any time
assign this consulting Agreement nor any right or interest hereunder. This
Consulting Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns.
b. For purposes of the Consulting Agreement, the term
"Company" shall mean and include any and all subsidiaries, parents and
affiliated companies of the company in existence from time to time.
c. Any notice, request, instruction or other documentation
required or permitted to be given hereunder shall be sufficient if in writing
and had delivered or sent by United States or Canadian mail, certified mail,
return receipt requested, to the parties at their respective addressees. Either
party may change the address to which notices shall be delivered by notice given
to the other party as provided herein. For all purposes, the date of the giving
of any notice hereunder shall be the date of the hand delivery or three days
after the mailing thereof.
<PAGE>
d. This Consulting Agreement contains the entire agreement of
the parties with respect to the subject matter hereof and any and all prior
negotiations, agreements or understandings relating thereto, whether written or
oral, are superseded hereby. This Consulting Agreement may not be changed,
modified, extended, renewed or supplemented and o provision hereof may be
waived, except by an instrument in writing signed by the party against whom
enforcement or any changed, modification, extension, renewal supplement or waive
is sought.
e. This Consulting Agreement shall be governed by and
construed in accordance with the laws of the State of Florida, without giving
effect to the principles of law thereof.
f. The invalidity of any portion of this Consulting Agreement
shall not affect the enforceability of the remaining portions of this Consulting
Agreement or any part thereof, all of which are inserted herein conditionally on
their being valid in law. In the event that any portion or portions contained
herein shall be declared invalid by a court of competent jurisdiction, this
Consulting Agreement shall be construed so as to make such portion or portions
valid or, if such construction is not legally possible, as if such invalid
portion or portions had not been inserted.
g. Failure to insist upon strict compliance with any of the
terms, covenants or conditions hereof shall not be deemed a waiver or
relinquishment of any of such terms, covenants or conditions, nor shall any
waiver of relinquishment or any right or power hereunder at any one time or more
times be deemed a waiver or relinquishment of such right or power at any other
time or times.
IN WITNESS WHEREOF, the parties have executed and delivered this
Consulting Agreement as of the date first written above.
COI SOLUTIONS, INC.
By /S/ ROBERT JONES
-----------------------------
Robert Jones
President
/S/ JOSEPH SILVER
--------------------------------
Joseph Silver
<PAGE>
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT is entered into as of September 28 , 2000 by and
between COI SOLUTIONS, INC. a Nevada corporation (the "Company"), and Bruce
Levy, an individual (the "Consultant")
WITNESSETH:
WHEREAS, the Company desires to receive the benefit of the expertise,
knowledge and experience of the Consultant in connection business services
provided to the Company;
WHEREAS, each of the Company and the Consultant desires to enter into
this Consulting Agreement;
NOW, THEREFORE, in consideration of the respective covenants and
agreements of the parties set forth herein, the parties hereby agree as follows;
2. Term and Services.
a. Commencing as of the date hereof, and continuing thereafter
through September 30, 2001 (the "Consulting Period"), the Consultant
shall consult with the company in an advisory capacity when reasonably
requested to do so by the Company in connection with the Company's
business; provided that the consultations shall be performed in the
place or places and at the time or times and in the manner that shall
be reasonably acceptable to the Consultant.
b. The Consultant is a chiropractic physician and a
specialist in the use of alternative medicines. The Consultant will use
this expertise in advising the Company on issues dealing with patient
care, relations with patients and healthcare professionals, and shall
be a member of its Advisory Board composed of professionals from
different fields.
2. Compensation. As compensation for performing consulting services for
the Company during the Consulting Period, the Company shall cause One Hundred
FiftyThousand (150,000) shares of its Common Stock, par value $001 per share, to
be issued to the Consultant. The Company use its best efforst to register such
shares for resale on Form S-8 as soon as practicable.
<PAGE>
3 Proprietary Information.
a. Upon termination of this Consulting Agreement for any
reason, the Consultant shall forthwith deliver or cause to be delivered to the
Company any and all "propriety information" including drawings, notebooks, keys,
data and other documents and materials belonging to the Company which is in his
possession or under his control relating to the Company or the Company's
Business, and will deliver upon such expiration any other property of the
Company which is in his possession or under his control.
b. For purposes of this Consulting Agreement, the term
"proprietary information" shall mean any information relating to the Company's
Business that has not previously been publicly released by duly authorized
representatives of the Company and shall included, without limitation,
information included in all drawings, designs, plans, proposals, marketing and
sales programs, financial information, costs, pricing information,, customer
information and all methods, concepts or ideas in or reasonably related to the
Company's Business. The Consultant understands and agrees that all "proprietary
information" conceived by him either along or with others or provided to him by
the Company or others is the sole and exclusive property of the Company.
4. Miscellaneous Provision.
a. Neither the Consultant nor the Company may at any time
assign this consulting Agreement nor any right or interest hereunder. This
Consulting Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns.
b. For purposes of the Consulting Agreement, the term
"Company" shall mean and include any and all subsidiaries, parents and
affiliated companies of the company in existence from time to time.
c. Any notice, request, instruction or other documentation
required or permitted to be given hereunder shall be sufficient if in writing
and had delivered or sent by United States or Canadian mail, certified mail,
return receipt requested, to the parties at their respective addressees. Either
party may change the address to which notices shall be delivered by notice given
to the other party as provided herein. For all purposes, the date of the giving
of any notice hereunder shall be the date of the hand delivery or three days
after the mailing thereof.
d. This Consulting Agreement contains the entire agreement of
the parties with respect to the subject matter hereof and any and all prior
negotiations, agreements or understandings relating thereto, whether written or
oral, are superseded hereby. This Consulting
<PAGE>
Agreement may not be changed, modified, extended, renewed or supplemented and o
provision hereof may be waived, except by an instrument in writing signed by the
party against whom enforcement or any changed, modification, extension, renewal
supplement or waive is sought.
e. This Consulting Agreement shall be governed by and
construed in accordance with the laws of the State of Florida, without giving
effect to the principles of law thereof.
f. The invalidity of any portion of this Consulting Agreement
shall not affect the enforceability of the remaining portions of this Consulting
Agreement or any part thereof, all of which are inserted herein conditionally on
their being valid in law. In the event that any portion or portions contained
herein shall be declared invalid by a court of competent jurisdiction, this
Consulting Agreement shall be construed so as to make such portion or portions
valid or, if such construction is not legally possible, as if such invalid
portion or portions had not been inserted.
g. Failure to insist upon strict compliance with any of the
terms, covenants or conditions hereof shall not be deemed a waiver or
relinquishment of any of such terms, covenants or conditions, nor shall any
waiver of relinquishment or any right or power hereunder at any one time or more
times be deemed a waiver or relinquishment of such right or power at any other
time or times.
IN WITNESS WHEREOF, the parties have executed and delivered this
Consulting Agreement as of the date first written above.
COI SOLUTIONS, INC.
By/S/ ROBERT JONES
-----------------------------
Robert Jones
President
/S/ BRUCE LEVY
-------------------------------
Bruce Levy
<PAGE>
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT is entered into as of September 28 , 2000 by and
between COI SOLUTIONS, INC. a Nevada corporation (the "Company"), and Julie
Levine, an individual (the "Consultant")
WITNESSETH:
WHEREAS, the Company desires to receive the benefit of the expertise,
knowledge and experience of the Consultant in connection business services
provided to the Company;
WHEREAS, each of the Company and the Consultant desires to enter into
this Consulting Agreement;
NOW, THEREFORE, in consideration of the respective covenants and
agreements of the parties set forth herein, the parties hereby agree as follows;
3. Term and Services.
a. Commencing as of the date hereof, and continuing thereafter
through September 30, 2001 (the "Consulting Period"), the Consultant
shall consult with the company in an advisory capacity when reasonably
requested to do so by the Company in connection with the Company's
business; provided that the consultations shall be performed in the
place or places and at the time or times and in the manner that shall
be reasonably acceptable to the Consultant.
b. The Consultant has extensive experience in accounting. The
Consultant will use this expertise in advising the Company on issues
dealing with internal accounting and bookkeeping procedures.
2. Compensation. As compensation for performing consulting services for
the Company during the Consulting Period, the Company shall cause One Hundred
Twenty Five Thousand (125,000) shares of its Common Stock, par value $001 per
share, to be issued to the Consultant. The Company use its best efforts to
register such shares for resale on Form S-8 as soon as practicable.
<PAGE>
3 Proprietary Information.
a. Upon termination of this Consulting Agreement for any
reason, the Consultant shall forthwith deliver or cause to be delivered to the
Company any and all "propriety information" including drawings, notebooks, keys,
data and other documents and materials belonging to the Company which is in his
possession or under his control relating to the Company or the Company's
Business, and will deliver upon such expiration any other property of the
Company which is in his possession or under his control.
b. For purposes of this Consulting Agreement, the term
"proprietary information" shall mean any information relating to the Company's
Business that has not previously been publicly released by duly authorized
representatives of the Company and shall included, without limitation,
information included in all drawings, designs, plans, proposals, marketing and
sales programs, financial information, costs, pricing information,, customer
information and all methods, concepts or ideas in or reasonably related to the
Company's Business. The Consultant understands and agrees that all "proprietary
information" conceived by him either along or with others or provided to him by
the Company or others is the sole and exclusive property of the Company.
4. Miscellaneous Provision.
a. Neither the Consultant nor the Company may at any time
assign this consulting Agreement nor any right or interest hereunder. This
Consulting Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns.
b. For purposes of the Consulting Agreement, the term
"Company" shall mean and include any and all subsidiaries, parents and
affiliated companies of the company in existence from time to time.
c. Any notice, request, instruction or other documentation
required or permitted to be given hereunder shall be sufficient if in writing
and had delivered or sent by United States or Canadian mail, certified mail,
return receipt requested, to the parties at their respective addressees. Either
party may change the address to which notices shall be delivered by notice given
to the other party as provided herein. For all purposes, the date of the giving
of any notice hereunder shall be the date of the hand delivery or three days
after the mailing thereof.
d. This Consulting Agreement contains the entire agreement of
the parties with respect to the subject matter hereof and any and all prior
negotiations, agreements or understandings relating thereto, whether written or
oral, are superseded hereby. This Consulting Agreement may not be changed,
modified, extended, renewed or supplemented and o provision
<PAGE>
hereof may be waived, except by an instrument in writing signed by the party
against whom enforcement or any changed, modification, extension, renewal
supplement or waive is sought.
e. This Consulting Agreement shall be governed by and
construed in accordance with the laws of the State of Florida, without giving
effect to the principles of law thereof.
f. The invalidity of any portion of this Consulting Agreement
shall not affect the enforceability of the remaining portions of this Consulting
Agreement or any part thereof, all of which are inserted herein conditionally on
their being valid in law. In the event that any portion or portions contained
herein shall be declared invalid by a court of competent jurisdiction, this
Consulting Agreement shall be construed so as to make such portion or portions
valid or, if such construction is not legally possible, as if such invalid
portion or portions had not been inserted.
g. Failure to insist upon strict compliance with any of the
terms, covenants or conditions hereof shall not be deemed a waiver or
relinquishment of any of such terms, covenants or conditions, nor shall any
waiver of relinquishment or any right or power hereunder at any one time or more
times be deemed a waiver or relinquishment of such right or power at any other
time or times.
IN WITNESS WHEREOF, the parties have executed and delivered this
Consulting Agreement as of the date first written above.
COI SOLUTIONS, INC.
By/S/ ROBERT JONES
-----------------------------
Robert Jones
President
/S/ JULIE LEVINE
-------------------------------
Julie Levine
<PAGE>
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT is entered into as of September 28 , 2000 by and
between COI SOLUTIONS, INC. a Nevada corporation (the "Company"), and Steven
Salzburg, an individual (the "Consultant")
WITNESSETH:
WHEREAS, the Company desires to receive the benefit of the expertise,
knowledge and experience of the Consultant in connection business services
provided to the Company;
WHEREAS, each of the Company and the Consultant desires to enter into
this Consulting Agreement;
NOW, THEREFORE, in consideration of the respective covenants and
agreements of the parties set forth herein, the parties hereby agree as follows;
4. Term and Services.
a. Commencing as of the date hereof, and continuing thereafter
through September 30, 2001 (the "Consulting Period"), the Consultant
shall consult with the company in an advisory capacity when reasonably
requested to do so by the Company in connection with the Company's
business; provided that the consultations shall be performed in the
place or places and at the time or times and in the manner that shall
be reasonably acceptable to the Consultant.
b. The Consultant has extensive experience in marketing and
advertising. The Consultant will use this expertise in advising the
Company on issues dealing with the creation of marketing and
advertising materials and will guide the company in evaluating the need
for an internal marketing group or the hiring of outside marketing and
advertising professionals.
2. Compensation. As compensation for performing consulting services for
the Company during the Consulting Period, the Company shall cause One Hundred
Thousand (100,000) shares of its Common Stock, par value $001 per share, to be
issued to the Consultant. The Company use its best efforts to register such
shares for resale on Form S-8 as soon as practicable.
<PAGE>
3 Proprietary Information.
a. Upon termination of this Consulting Agreement for any
reason, the Consultant shall forthwith deliver or cause to be delivered to the
Company any and all "propriety information" including drawings, notebooks, keys,
data and other documents and materials belonging to the Company which is in his
possession or under his control relating to the Company or the Company's
Business, and will deliver upon such expiration any other property of the
Company which is in his possession or under his control.
b. For purposes of this Consulting Agreement, the term
"proprietary information" shall mean any information relating to the Company's
Business that has not previously been publicly released by duly authorized
representatives of the Company and shall included, without limitation,
information included in all drawings, designs, plans, proposals, marketing and
sales programs, financial information, costs, pricing information,, customer
information and all methods, concepts or ideas in or reasonably related to the
Company's Business. The Consultant understands and agrees that all "proprietary
information" conceived by him either along or with others or provided to him by
the Company or others is the sole and exclusive property of the Company.
4. Miscellaneous Provision.
a. Neither the Consultant nor the Company may at any time
assign this consulting Agreement nor any right or interest hereunder. This
Consulting Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns.
b. For purposes of the Consulting Agreement, the term
"Company" shall mean and include any and all subsidiaries, parents and
affiliated companies of the company in existence from time to time.
c. Any notice, request, instruction or other documentation
required or permitted to be given hereunder shall be sufficient if in writing
and had delivered or sent by United States or Canadian mail, certified mail,
return receipt requested, to the parties at their respective addressees. Either
party may change the address to which notices shall be delivered by notice given
to the other party as provided herein. For all purposes, the date of the giving
of any notice hereunder shall be the date of the hand delivery or three days
after the mailing thereof.
d. This Consulting Agreement contains the entire agreement of
the parties with respect to the subject matter hereof and any and all prior
negotiations, agreements or
<PAGE>
understandings relating thereto, whether written or oral, are superseded hereby.
This Consulting Agreement may not be changed, modified, extended, renewed or
supplemented and o provision hereof may be waived, except by an instrument in
writing signed by the party against whom enforcement or any changed,
modification, extension, renewal supplement or waive is sought.
e. This Consulting Agreement shall be governed by and
construed in accordance with the laws of the State of Florida, without giving
effect to the principles of law thereof.
f. The invalidity of any portion of this Consulting Agreement
shall not affect the enforceability of the remaining portions of this Consulting
Agreement or any part thereof, all of which are inserted herein conditionally on
their being valid in law. In the event that any portion or portions contained
herein shall be declared invalid by a court of competent jurisdiction, this
Consulting Agreement shall be construed so as to make such portion or portions
valid or, if such construction is not legally possible, as if such invalid
portion or portions had not been inserted.
g. Failure to insist upon strict compliance with any of the
terms, covenants or conditions hereof shall not be deemed a waiver or
relinquishment of any of such terms, covenants or conditions, nor shall any
waiver of relinquishment or any right or power hereunder at any one time or more
times be deemed a waiver or relinquishment of such right or power at any other
time or times.
IN WITNESS WHEREOF, the parties have executed and delivered this
Consulting Agreement as of the date first written above.
COI SOLUTIONS, INC.
By/S/ ROBERT JONES
-----------------------------
Robert Jones
President
/s/STEVEN SALZBURG
--------------------------------
Steven Salzburg
<PAGE>
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT is entered into as of September 28 , 2000 by and
between COI SOLUTIONS, INC. a Nevada corporation (the "Company"), and Hal
Richard, an individual (the "Consultant")
WITNESSETH:
WHEREAS, the Company desires to receive the benefit of the expertise,
knowledge and experience of the Consultant in connection business services
provided to the Company;
WHEREAS, each of the Company and the Consultant desires to enter into
this Consulting Agreement;
NOW, THEREFORE, in consideration of the respective covenants and
agreements of the parties set forth herein, the parties hereby agree as follows;
5. Term and Services.
a. Commencing as of the date hereof, and continuing thereafter
through September 30, 2001 (the "Consulting Period"), the Consultant
shall consult with the company in an advisory capacity when reasonably
requested to do so by the Company in connection with the Company's
business; provided that the consultations shall be performed in the
place or places and at the time or times and in the manner that shall
be reasonably acceptable to the Consultant.
b. The Consultant has extensive experience in accounting and
auditing. The Consultant will use this expertise in advising the
Company and the Audit Committee of the Board of Directors on various
auditing and accounting issues.
2. Compensation. As compensation for performing consulting services for
the Company during the Consulting Period, the Company shall cause Two Hundred
Thousand (200,000) shares of its Common Stock, par value $001 per share, to be
issued to the Consultant. The Company use its best efforts to register such
shares for resale on Form S-8 as soon as practicable.
<PAGE>
3 Proprietary Information.
a. Upon termination of this Consulting Agreement for any
reason, the Consultant shall forthwith deliver or cause to be delivered to the
Company any and all "propriety information" including drawings, notebooks, keys,
data and other documents and materials belonging to the Company which is in his
possession or under his control relating to the Company or the Company's
Business, and will deliver upon such expiration any other property of the
Company which is in his possession or under his control.
b. For purposes of this Consulting Agreement, the term
"proprietary information" shall mean any information relating to the Company's
Business that has not previously been publicly released by duly authorized
representatives of the Company and shall included, without limitation,
information included in all drawings, designs, plans, proposals, marketing and
sales programs, financial information, costs, pricing information,, customer
information and all methods, concepts or ideas in or reasonably related to the
Company's Business. The Consultant understands and agrees that all "proprietary
information" conceived by him either along or with others or provided to him by
the Company or others is the sole and exclusive property of the Company.
4. Miscellaneous Provision.
a. Neither the Consultant nor the Company may at any time
assign this consulting Agreement nor any right or interest hereunder. This
Consulting Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns.
b. For purposes of the Consulting Agreement, the term
" Company" shall mean and include any and all subsidiaries, parents and
affiliated companies of the company in existence from time to time.
c. Any notice, request, instruction or other documentation
required or permitted to be given hereunder shall be sufficient if in writing
and had delivered or sent by United States or Canadian mail, certified mail,
return receipt requested, to the parties at their respective addressees. Either
party may change the address to which notices shall be delivered by notice given
to the other party as provided herein. For all purposes, the date of the giving
of any notice hereunder shall be the date of the hand delivery or three days
after the mailing thereof.
d. This Consulting Agreement contains the entire agreement of
the parties with respect to the subject matter hereof and any and all prior
negotiations, agreements or understandings relating thereto, whether written or
oral, are superseded hereby. This Consulting Agreement may not be changed,
modified, extended, renewed or supplemented and o provision
<PAGE>
hereof may be waived, except by an instrument in writing signed by the party
against whom enforcement or any changed, modification, extension, renewal
supplement or waive is sought.
e. This Consulting Agreement shall be governed by and
construed in accordance with the laws of the State of Florida, without giving
effect to the principles of law thereof.
f. The invalidity of any portion of this Consulting Agreement
shall not affect the enforceability of the remaining portions of this Consulting
Agreement or any part thereof, all of which are inserted herein conditionally on
their being valid in law. In the event that any portion or portions contained
herein shall be declared invalid by a court of competent jurisdiction, this
Consulting Agreement shall be construed so as to make such portion or portions
valid or, if such construction is not legally possible, as if such invalid
portion or portions had not been inserted.
g. Failure to insist upon strict compliance with any of the
terms, covenants or conditions hereof shall not be deemed a waiver or
relinquishment of any of such terms, covenants or conditions, nor shall any
waiver of relinquishment or any right or power hereunder at any one time or more
times be deemed a waiver or relinquishment of such right or power at any other
time or times.
IN WITNESS WHEREOF, the parties have executed and delivered this
Consulting Agreement as of the date first written above.
COI SOLUTIONS, INC.
By /s/ ROBERT JONES
-----------------------------
Robert Jones
President
/s/ HAL RICHARD
---------------------------------
Hal Richard
<PAGE>
EXHIBIT 5
[Letterhead of Jonathan D. Leinwand, P.A.]
October 3, 2000
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549
Re: COi Solutions, Inc.
Registration Statement on Form S-8
Gentlemen:
I have been requested by COi Solutions, Inc. (the "Registrant")
to furnish an opinion as to matters hereinafter set forth in connection with the
Registration Statement on Form S-8,covering a total of 775,000 shares of common
stock, which shares are being issued for services by Joseph Silver, Bruce Levy,
Julie Levine, Steven Salzburg and Hal Richard, consultants, to the Registrant.
In connection with this opinion, I have reviewed the filings of the Registrant
incorporated by reference in the registration statement, and have determined
that the Registrant is current in its reporting requirements under the
Securities Exchange Act or 1934. I have further determined that the shares have
been legally issued, and are fully paid and non-assessable shares of the
Registrant. Further, the Registrant has duly authorized the issuance of the
shares and the filing of this Registration Statement on Form S-8.
I hereby consent to the inclusion of this opinion in the Registration
Statement on Form S-8.
Very truly yours,
JONATHAN D. LEINWAND, P.A.
/s/ Jonathan D. Leinwand
-------------------------
Jonathan D. Leinwand, Esq.
