As filed with the Securities and Exchange Commission on
February 17, 2000
Registration No. 333-______________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
PROGRESSIVE TELECOMMUNICATIONS CORPORATION
(Exact name of issuer as specified in its charter)
Nevada 95-3480640
(State or other jurisdiction of
incorporation or organization) (I.R.S.EmployerIdentification No.)
601 Cleveland Street, Suite 930, Clearwater, Florida 33755
(Address of Principal Executive Offices)
(Zip Code)
Employment Agreements
Legal Services Agreement
(Full title of the Plan)
Barry L.Shevlin, CEO
Progressive Telecommunications Corporation
601 Cleveland Street, Suite 930
Clearwater, Florida 33755
(Name and address of agent for service)
(727) 466-9898
copies to:
Sommer & Schneider LLP
595 Stewart Avenue, Suite 710
Garden City, NY 11530
(516) 228-8181
Approximate date of commencement of proposed sale to the public: Upon
the effective date of this Registration Statement.
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to price per offering registration
registered registered share price fee (1)
Common Stock 389,611 $4.34 $1,690,912 $470.07
TOTAL
$1,690,912 $470.07
(1) The fee with respect to these shares has been calculated pursuant to
Rules 457(h) and 457(c) under the Securities Act of 1933 and based upon the
average of the last price per share of the Registrant's Common Stock on February
17, 2000, a date within five (5) days prior to the date of filing of this
Registration Statement, as reported by the NASDAQ SmallCap Market.
(2) Issuable upon exercise of the Stock Options.
Documents Incorporated by Reference X Yes No
PART II
Item 3. Incorporation of Documents by Reference.
The following documents are incorporated by reference in this
Registration Statement and made a part hereof:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
September 30, 1999;
(b) The Company's Quarterly Report on Form 10-QSB for the quarter ended
December 31 1999;
(c) Amendment No. 1 to the Company's Quarterly Report on Form 10-QSB for the
quarter ended December 31 1999;
(d) The Company's Current Report on Amendment No. 1 to Form 8-K for the
event dated July 30, 1999 filed with the SEC on October 13, 1999;
(e) The Company's Current Report on Form 8-K for the event dated October 1,
1999 filed with the SEC on October 6, 1999;
(f) An Amendment to Form 8-K was filed by the Company dated as of October 1,
1999 and filed November 15, 1999;
(g) The Company's Current Report on form 8-K for the event dated December
29, 1999 and filed January 12, 2000;
(h) The Company's Current Report on Form 8-K for the event dated February
10, 2000 and filed January 12, 2000;
(i) Preliminary Proxy Statement filed February 11, 2000; and
(j) All other documents filed by the Company after the date of this
Registration Statement under Section 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, prior to the filing of a post-effective
amendment to the Registration Statement which indicates that all securities
offered have been sold or which deregisters all securities then remaining in the
Registration Statement and to be part thereof from the date of filing of such
documents.
Item 4. Description of Securities.
Not Applicable
Item 5. Interest of Named Experts and Counsel.
Certain legal matters in connection with the shares being
registered herein will be passed upon for the Company by the Law Offices of
Sommer & Schneider LLP, 595 Stewart Avenue, Suite 710, Garden City, NY 11530.
Mr. Herbert H. Sommer owns 141,500 shares of the Company's Common Stock and Mr.
Joel C. Schneider owns 146,500 shares of the Company's Common Stock.
Item 6. Indemnification of Directors and Officers.
The Certificate of Incorporation and By-laws of the Company
provide that the Company shall indemnify to the fullest permitted by Nevada law
any person whom it may indemnify thereunder, including directors, officers,
employees and agents of the Company. Such indemnification (other than as
ordered by a court) shall be made by the Company only upon a determination that
indemnification is proper in the circumstances because the individual met the
applicable standard of conduct i.e., such person acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interest of
the Company. Advances for such indemnification may be made pending such
determination. Such determination shall be made by a majority vote of a quorum
consisting of disinterested directors, or by independent legal counsel or by the
stockholders. In addition, the Certificate of Incorporation provides for the
elimination, to the extent permitted by Nevada law, of personal liability of
directors to the Company and its stockholders for monetary damages for breach of
fiduciary duty as directors.
The Company has also agreed to indemnify each director and
executive officer pursuant to an Indemnification Agreement with each such
director and executive officer from and against any and all expenses, losses,
claims, damages and liability incurred by such director or executive officer for
or as a result of action taken or not taken while such director or executive
officer was acting in his capacity as a director, officer, employee or agent of
the Company. The obligations of the Company for indemnification is limited to
the extent provided in the New York Business Corporation Act and is also limited
in situations where, among others, the indemnitee is deliberately dishonest,
gains any profit or advantage to which he is not legally entitled or is
otherwise indemnified.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the Company
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Company of expenses
incurred or paid by a director, officer or controlling person of the Company in
the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Company will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question of 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.
Item 7. Exemption From Registration Claimed.
Not Applicable.
Item 8. Exhibits.
Number Description
4.0 Employment Agreement dated December 6, 1999 between the Company and
Michael Kogan.
4.1 Agreement between the Company and Lee Young dated February 16, 2000.
4.2 Agreement between the Company and Early, Lennon, Peters & Crocker P.C.
dated February 16, 2000.
4.3 Agreement between the Company and Sommer & Schneider LLP dated February
16, 2000.
4.4 Employment Agreement dated February 9, 2000 between the Company and John
Scott.
4.5 Employment Agreement dated January 11, 2000 between the Company and Gina
Scallini.
4.6 Agreement between the Company and James P. Maquire dated February 8,
2000.
5.0 Consent and Opinion of Sommer & Schneider LLP
24.0 Consent of Meeks, Dorman & Company P.A.
Item 9. Undertakings.
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:
(a) To include any prospectus required by Section 10(a)(3) of the Securities
Act of 1933.
(b) 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 the registration statement;
and
(c) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement.
Provided, however, that paragraphs (1)(a) and (1)(b) do not apply if the
registration statement is on Form S-3 or Form S-8 and the information required
to be included in a post-effective amendment by this paragraphs is contained in
periodic reports filed by the registrant pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, 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.
(4) 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 Securities Exchange Act of 1934 and, where applicable,
each filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Securities Exchange Act of 1934) 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 that time shall be deemed to be the initial bona fide offering thereof.
(5) To deliver or cause to be delivered with the prospectus, to each person
to whom the prospectus is sent or given, the latest annual report to security
holders that is incorporated by reference in the prospectus and furnished
pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the
Securities Exchange Act of 1934; and, where interim financial information
required to be presented by Item 310(b) of Registration S-B is not set forth in
the prospectus, to deliver, or cause to be delivered, to each person to whom the
prospectus is sent or given, the latest quarterly report that is specifically
incorporated by reference in the prospectus to provide such interim financial
information.
(6) To deliver or cause to be delivered with the prospectus to each employee
to whom the prospectus is sent or given, a copy of the registrant's annual
report to stockholders for its last fiscal year, unless such employee otherwise
has received a copy of such report, in which case the registration shall state
in the prospectus that it will promptly furnish, without charge, a copy of such
report on written request of the employee. If the last fiscal year of the
registrant has ended within 120 days prior to the use of the prospectus, the
annual report of the registrant for the preceding fiscal year may be so
delivered, but within such 120-day period the annual report for the last fiscal
year will be furnished to each such employee.
(7) To transmit or cause to be transmitted to all employees participating in
the Plans who do not otherwise receive such material as stockholders of the
registrant, at the time and in the manner such material is sent to its
stockholders, copies of all reports, proxy statements and other communications
distributed to its stockholders generally.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Clearwater, State of Florida, on February 17, 2000.
PROGRESSIVE TELECOMMUNICATIONS CORPORATION
/s/ Barry L. Shevlin
Barry L.Shevlin, Chairman and CEO
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons on behalf
of the Registrant and in the capacities and on the dates indicated.
Signatures Date
/s/ Barry L. Shevlin February 17, 2000
Barry L. Shevlin
Chairman and Chief Executive Officer
February 17, 2000
Tom Chubokas, Director
February 17, 2000
James C. Watson
Executive Vice President and Director
/s/ Howard Tackett February 17, 2000
Dr. Howard Tackett
Vice President and Director
/s/ James Wallace February 17, 2000
James Wallace, Director
EMPLOYMENT AGREEMENT
This Agreement executed as of the 6th of December 1999, by and between
Progressive Telecommunications Corporation (hereafter referred to as the
"Company"), a Florida Corporation with its offices located at 601 Cleveland
Street, Suite 930 Clearwater, Florida 33755 and Michael H. Kogan
(hereafter referred to as the "Employee") located at 17 Granada Drive, Morris
Plains, New Jersey 07950.
WITNESSETH
Whereas, the Employee is currently the President of Penultimate
Management Systems Ltd., and is presently acting as a consultant to the Company
for the purpose of creating, designing and implementing the Companies plan to
build an Internet business to business portal, BusinessMall.Com;
Whereas, the Company acknowledges and recognizes the value of the
Employee's services which are special, unique and of extraordinary character
with expertise desired by the Company; and
Whereas, the Company desires to employ, retain and make secure for the
Company the services, abilities and expertise of the Employee on a full time
basis for a minimum period of two years from the effective date of this
Agreement; and
Whereas, both the Company and the Employee desire to embody the terms
and conditions of employment into a written agreement;
NOW THEREFORE, in consideration of the premises and for other good and
valuable consideration, the adequacy and receipt of which is hereby
acknowledged, the Company and the Employee do hereby agree as follows:
1. EMPLOYMENT
The Company hereby agrees to employ the Employee and the Employee hereby
accepts such Employment upon the terms and conditions hereinafter set forth.
2. TERM
Subject to the provisions of this Section hereof the term of employment
shall commence on December 1, 1999 (Commence Date) and continue for an initial
period of two (2) years or until January 1, 2002. Following completion of the
Initial Term, the Employee's term of employment shall be renewed, if not
renegotiated, for two year terms automatically, unless either party notifies the
other, in writing, of its intent not to renew at least ninety (90) days prior to
this Agreement's expiration.
3. COMPENSATION AND BENEFITS
For the services rendered by the Employee hereunder, the Company shall
be obligated to the Employee under the following compensation schedule:
3.1 Sign on Bonus
In consideration of prior agreements and in return for the Employees, concepts,
designs inventions and ideas conceived of prior to this agreement, becoming the
proprietary property of the Company, the Company will issue 100,000 shares of
common stock and 250,000 stock options @$2.50 per share to the Employee upon the
signing of this agreement.
The Corporation agrees that the shares of common stock of the Corporation
comprising the Signing Bonus shall be issued to the Employee as of the date of
the execution of this Agreements, and such shares of common stock of the
Corporation shall immediately be registered under S-8 as to make the securities
available to be traded on the OTC-BB, without limitation or restriction.
3.2 Fixed Compensation
Employee shall receive a minimum in annual salary (detailed in schedule
3.2a) paid in BI-monthly or weekly installments. This shall be considered the
minimum salary to the Employee. The Company's Board of Directors may, at its
discretion, increase the salary but at no time or in any event shall the above
referenced salary be less than that detailed in schedule 3.2a.
3.2a Compensation Schedule
December 1, 1999 to February 28, 2000 ..........$8,333.33 per month
($100,000.00 annualized)
March 1, 2000 to September 1, 2000............ $10,000.00 per month
($120,000.00 annualized)
September 1, 2000 to January 1, 2002............ $11,666.67 per month
($140,000.00 annualized)
3.3 Other Benefits
In addition to the above reference fixed and incentive compensation
which the Employee shall receive, pursuant to subsections 3.1,3.2 and 3.2a of
Section 3, the Employee shall receive the reimbursements, compensation and
benefits:
a) Travel and Virtual Office. The Company acknowledges that the Employee
currently lives in New Jersey. The Employee will work virtually from his home
in New Jersey and travel to the Companies offices in Florida as required. The
Company will pay for all travel related expenses as well as provide
accommodations and transportation in Florida. The Company will pay for all
communication costs associated with the Employee working from his home office.
b) The Employee recognizes the need to travel not only to Florida, but also to
any other place deemed necessary by the Company for the purpose of promoting or
facilitating the Companies business. The Company recognizes the Employees
requirement to be home for the weekend and will schedule all travel accordingly.
c) Moving Expenses: In order to facilitate a move of the Employees family to
Florida the Company will pay all closing costs associated with the purchase of a
new home in Florida, not to exceed $7,500. In addition, the Company will pay
all expenses associated with the moving of all of the Employees and his
families personal property.
d) Expenses: Employee is authorized hereunder to incur reasonable expenses for
promoting the business and affairs of the Company, including, without limitation
by specification, expenses for travel, entertainment, lodging and other similar
items. The Company shall promptly reimburse the Employee for all such expenses
upon presentation, as expenses are incurred, by the Employee to the Company of
an itemized account of such expenditures.
e) The Company shall maintain either a whole-life life insurance policy or
policies or a minimum deposit life insurance policy or policies (or the
equivalent thereof) on the life of Employee having an aggregate face value of
not less than $100,000.00 (collectively, the "Policy"). In the event that the
Company purchases minimum deposit life insurance and this Agreement is
terminated with or without cause as defined herein prior to the time that the
insurance policy has been fully paid, the Company agrees to continue to make the
premium payments on the policy until it is fully paid. The proceeds of the
policy shall be fully payable to any beneficiary or beneficiaries designated at
any time and from time to time by the Employee, provided however, that upon
death of the Employee, the aggregate amount of premiums paid on the Policy by
the Company is repaid to the Company by the beneficiary(s) of the Employee
designated in the Policy. Employee, if requested by the Company, shall take all
necessary steps, including if requested, the naming of the Company as a
Co-Beneficiary of the Policy to the extent of the total amount of the premiums
paid thereon, in order to insure Employee's compliance with this covenant. In
no event shall premiums on any policy or policies aggregate more than $10,000.00
per year. The policy shall be in addition to any key man policy or group term
policy or policies insuring the life of the Employee maintained by the Company
for the benefit of the Company.
f) Automobile. The Company shall provide Employee with an automobile compatible
with his position and responsibility hereunder or, in lieu thereof, at the
option of the Employee, a monthly stipend equal to the cost of leasing and
insuring such an automobile. The Company's monthly obligation under this
paragraph shall not exceed $ 400.00 per month excluding gas and maintenance.
g) Medical Benefits. The Company shall provide and pay for in its entirety the
Employee with such family health and medical benefits as the Company accords its
Executive officers
h) Vacations. Employee shall be entitled during each calendar year, during the
period of employment, to four weeks vacation beginning during the first year of
Employment and every year thereafter. The vacation entitlement is cumulative or
may be compensated in a monetary manner. The Employee is entitled to
compensation during such vacation periods.
i) Sick Time. Employee is entitled, if needed, 10 fully compensated sick per
calendar year.
j) Working Facilities. The Company shall furnish Employee with a private
office, secretarial help and other facilities, services and staff as are
suitable to his position to ensure adequate performance of the duties of the
position the Employee holds in the Company.
3.4 The Company agrees that nothing contained in this Agreement is intended to
or shall be deemed to be granted to the Employee in lieu of, or as a limitation
upon, any rights and privileges which the Employee may otherwise be entitled to
as an executive employee of the Company under any retirement, pension,
insurance, hospitalization or other employee benefit plan of any type
(including, without limitation by specification, any incentive, profit sharing,
bonus or stock option plan), which may now be in effect or which may hereafter
be adopted by the Company, it being understood that the Employee shall have the
same rights and privileges to participate in such Company benefit plans as any
other executive employee of the Company.
4. Duties, Time And Effort.
4.1 During the term of Employment hereunder, Employee, subject to the
supervision and control of the Board of Directors of the Company which shall
supervise all aspects of the Company. Employee shall serve the Company as the
Director of Operations of BusinessMall.Com a wholly owned subsidiary of the
Company. The Company and Employee agree that Employee shall serve in this
capacity throughout the period of employment as outlined herein.
4.2 Employee agrees to devote full-time attention and effort to the business of
the Company during the term of employment hereunder. The Employee shall perform
his duties faithfully, diligently and to the best of his ability. Employee, at
all times, shall use his best efforts to preserve, protect, enhance and maintain
the trade, business and goodwill of the Company.
5. Covenants and Restrictions.
Subject to the provisions 8.6 hereof, Employee covenants that, except in
carrying out his duties hereunder, during the term of employment and for a
period of one (1) year following the date of termination of employment
hereunder:
5.1 Without express written consent of the Board of Directors, Employee shall
not directly or indirectly, participate or engage in, assist render employment
services to, become associated with, work for, or otherwise become in any way or
manner connected with the ownership, management, operation, or control of, any
business, which would take from the assets or products or confidential and
proprietary information of the Company. This clause in no way is to be
construed as industry ban but rather as a ban from utilizing contacts, products
developed, procedures and other confidential information.
5.2 Employee shall not knowingly provide or solicit to provide to any person or
individual (I) any goods or services which are competitive with those provided
by the Company or which would be competitive with the goods and services that
the Company has planned to provide; or (ii) any goods or services to any
customer of the Company. The term "Customer" shall mean any person or company
to whom the Company has provided goods or services to within the previous twelve
(12) month period prior to termination of Employee's employment hereunder.
Notwithstanding anything herein to the contrary, no limitation shall be imposed
on Employee hereunder with respect to any goods or services that the Company has
planned to provide and which are not actually being provided at the time of the
termination of Employee's employment.
5.3 Employee agrees that he shall not divulge to others, nor shall he use to
the detriment of the Company or in any business or process of manufacture
competitive with or similar to any business or process of manufacture engaged in
by the Company or any of its subsidiaries or affiliated companies, at any time
during employment with the Company or thereafter, any confidential or trade
secret information obtained during the course of employment with the Company
relating to sales, salesman, sales volume or strategy, customers, formulas,
processes, methods, machines, manufactures, compositions, ideas, improvements or
inventions belonging to or relating to the business of the Company, or its
subsidiary or affiliated companies.
5.4 Employee shall neither solicit, seek to solicit any of the Company's
personnel in any capacity whatsoever nor shall Employee induce or attempt to
induce any of the Company's personnel to the employ of the Company to work for
Employee or otherwise.
5.5 Employee acknowledges that a breach of any of the restrictive covenants
contained in Section 5 may cause irreparable damage to the Company for which
remedies at law would be inadequate. Accordingly, if Employee breaches or
threatens to breach any of the provisions of this Section 5, the Company shall
be entitled to appropriate injunctive relief, including without limitation,
preliminary and permanent injunctions in any court of competent jurisdiction,
restraining Employee from taking any action prohibited hereby. This remedy
shall be in addition to all other remedies available to the Company at law or
equity. If any portion of this Section 5 is adjudicated to be invalid or
unenforceable, this Section 5 shall be deemed amended to delete there from the
portion so adjudicated, such deletion to apply only with respect to the
operation of this Section 5 in the jurisdiction in which such adjudication is
made.
6. Proprietary Property.
Subject to the provisions of Section 8.6 hereof:
6.1 The Employee agrees that any and all inventions or improvements as well as
any and all ideas, creations, know-how and methods of applying and putting into
practice any inventions or improvements (all of the foregoing being hereinafter
called "Proprietary Property" and being more fully defined in subsection 6.2
below) that are created, developed, conceived of or discovered either (I) by the
Employee (solely or jointly with others) in the course of employment, on Company
time, with Company materials or facilities; or (ii) by and for the Company; or
(iii) by any independent individual of business acquired by the Company. The
Employee shall not, without limitation as to time or place, use any Proprietary
Property except on Company business, during or after his period of employment
(in accordance with Section 5), nor disclose the same to any other person or
individual except for disclosure on Company business or as may be required by
law.
6.2 As used in this Agreement "Proprietary Property" means proprietary
technical information not known by the Employee prior to employment or
information not generally known in the Company's industry and which is disclosed
to Employee or known or developed by Employee as a consequence of or through
employment with the Company.
6.3 During or subsequent (in accordance with Section 5) to the Employee's
employment by the Company, Employee shall not, directly or indirectly, lecture
upon, publish articles concerning, use, disseminate, disclose, sell or offer for
sale any Proprietary Property without the Company's prior written consent.
7. Disability.
7.1 Subject to the terms of Section 7.1, in the event Employee becomes
temporarily disabled during the term of this Agreement, Employee shall continue
to receive one-hundred percent (100%) of the fixed compensation to which
Employee was entitled at the time of disability for a maximum period of six (6)
months. Beginning on the seventh month of disability by Employee the fixed
compensation shall be reduced to fifty percent (50%) and be available for six
(6) more calendar months. The terms "disabled" and "disability" shall mean
disability which, in the opinion of a doctor reasonably satisfactory to the
Company, renders the Employee unable to perform his duties hereunder. The date
such disability commences shall be the date Employee first absents from work
during a continuous period of disability as so determined by the doctor herein
above set forth. The term "temporary disability" shall mean a disability which
is not a permanent disability as defined in Section 7.2 below.
7.2 Notwithstanding anything to the contrary set forth in this Agreement, the
Company may terminate this Agreement upon no less than ninety (90) days prior
written notice to Employee after six (6) full continuous calendar months
following "permanent disability" (as defined below) of Employee and the payment
to Employee of all unpaid accrued compensation which the Company owes to the
Employee for the period of employment prior to termination. In such event, the
Employee shall be entitled to receive from the Company or from the Company's
disability insurance carrier disability compensation in an amount which, when
added to all social security benefits received or to be received by Employee as
a result of the permanent disability, equal to One-Hundred Thousand
($100,000.00) per annum; provided, however, in no event shall the premiums paid
by the Company for maintaining the disability policy (as such term is defined
below) exceed fifteen thousand ($15,000.00) dollars per annum. The Employee's
entitlement to disability benefits shall be pursuant to the terms of this
Agreement and the disability insurance policy (the "Disability Policy") to be
obtained and maintained by the Company, naming the Employee as the insured
thereunder. Notwithstanding the foregoing, in the event Employee's disability
is either not covered under the Disability Policy or Employee is covered for
less than One-Hundred ($100,000.00) Thousand dollars per annum or if coverage
under the Disability Policy terminates during the Period of disability for any
reason whatsoever, then for the balance of Employee's then current term of
employment the Company will pay Employee One-Hundred ($100,000.00) Thousand
dollars per annum or, if Employee is receiving benefits under the Disability
Policy, the Company will supplement the insurance payments which Employee is
entitled to receive so that Employee receives a total of One-Hundred Thousand
($100,000.00) dollars per annum and, thereafter, the Company will pay to
Employee, or supplement the benefits Employee receives under said Disability
Policy, so that Employee receives the lesser of (I) One-Hundred Thousand
($100,000.00) dollars per annum; or (ii) fifty (50%) percent of Employee's Fixed
Compensation until Employee attains the age of sixty-five (65). Once the
Employee attains the age of sixty-five (65), the Company shall have no further
obligations to make disability payments to Employee or to otherwise supplement
the amounts Employee receives under the Disability Policy except to the extent
that it is the Company's then current policy to continue to cover or provide
benefits to permanently disabled executive officers beyond the age sixty-five
(65). Notwithstanding anything to the contrary set forth in this Section 7.2,
in the event the Employee reassumes the full Performance of his duties hereunder
prior to such termination notice, the Employee shall be entitled to one-hundred
(100%) percent of the total compensation from the date of the Employee's
return. In no event shall Employee be entitled to renew the term of the
Employment for the Extension Terms or any Annual Term if the Employee becomes
permanently disabled during either the Initial Term or Extension Term.
Employee shall be deemed "Permanently Disabled" for purposes hereof if
either: (I) Employee has been temporarily disabled for a period in excess of
730 consecutive days; or (ii) the insurance company issuing the Disability
Policy determines that the Employee is permanently Disabled and will make
payments pursuant to the Disability Policy; or (iii) a physician, mutually
acceptable to both the Company and the Employee, determines on the basis of
medical evidence that the Employee is totally disabled, mentally or
physically, so as to be , prevented from engaging in further employment by
the Company in the capacity in which Employee was engaged prior to such
disability and that such disability will be permanent and continuous during
the remainder of the life of Employee. In the event a physician cannot be
selected who is acceptable to both the Company and the Employee, each party
shall select a physician who shall select a third physician whose decision
shall be final. In the event of a dispute or the inability of the physicians
selected by the Company and the Employee to select a third physician, a
physician shall be selected by the American Arbitration Association and the
decision of such physician shall be final.
7.3 Payments of disability compensation under Sub-Sections 7.1 and 7.2 above
shall be reduced by the amounts actually received by the Employee under any
policy or policies of disability, health, accident or wage continuation
insurance paid for by the Company.
8. Termination; Severance; Death.
8.1 The Employee's employment shall terminate upon death, and may be
terminated, at the option of (I) the Employee, (a) upon the conclusion of the
Initial Term, or any Annual Term upon proper notice to the Company, or (b) for
documented breach of this Agreement, or (ii) the Company upon proper written
notice to the Employee, (a) at the conclusion of the Initial Term or any Annual
Term, (b) as a result of permanent disability as defined in Section 7.2 hereof,
or (C ) for cause. Termination "for cause" shall mean termination only in the
event the Employee is guilty in a court of competent jurisdiction with respect
to Section 5, (I) intentional failure to perform duties hereunder, (ii) any act
of intentional dishonesty which has material adverse effect to the Company's
business.
8.2 If Employee's employment is terminated by the Company for documented cause,
as referenced in Section 8.1C.
8.3 If Employee's employment is terminated by the Employment decision to act as
a consultant to the Company or as a result of the Employee's permanent
disability, the Company shall remain obligated to pay Employee the entitlements
set forth in Section 7 of this Agreement.
8.4 If Employee's employment is terminated by the Company's determination not
to renew the employment term at the conclusion of either the Initial Term or any
Annual Term, THE Company shall be obligated to pay Employee, within sixty (60)
days of such termination, a lump sum severance payment in an amount equal to
Fifty Thousand ($50,000.00) Dollars.
8.5 If Employee's employment is terminated by the Company, without cause,
during the Initial Term or any Annual Term, the Company shall be obligated to
pay Employee, within sixty (60) days of such termination, a lump sum severance
payment in an amount equal to Fifty Thousand ($50,000.00) Dollars.
8.6 If the Employee is terminated by the Company "for cause", the Company
shall have no further obligation to pay compensation or benefits to Employee,
other than those accrued through the date of such termination. Termination "for
cause" shall mean termination only in the event the Employee is guilty of (i)
intentional or reckless failure to perform his duties hereunder, or (ii) any act
of intentional dishonesty by the Employee which adversely effects the Company's
business or reputation.
8.7 If the Employee dies during the term of the employment hereunder, the
Company shall promptly pay to the Employee's estate or promptly distribute to
the beneficiary or beneficiaries named by the Employee all life insurance
proceeds under the Policy referred to in Section 3.3(b) hereof (if received by
the Company for any reason) as well as any term life insurance policy or
policies with the exception of any key-man policy which the Company maintained
on the life of and for the benefit of the Employee; provided, however, all other
Company fringe benefits shall cease upon Employee's death.
8.8 Notwithstanding anything to the contrary set forth in this Agreement, the
Employee's covenants set forth in Sections 5 and 6 hereof shall not apply with
respect to and shall not be enforceable against the Employee, in the event the
Employee's employment is terminated by the Company for any reason other than
those reasons expressly set forth in Section 8.1 hereof.
9. Arbitration
Any dispute, controversy or claim arising out of or pursuant to this
Agreement or the breach hereof shall be settled by arbitration in the City of
Clearwater, County of Pinellas and State of Florida. Such arbitration shall be
effected by arbitrators selected as hereinafter provided and shall be conducted
in accordance with the Rules, existing at the date thereof, of the American
Arbitration Association. The dispute, controversy or claim shall be submitted
to three arbitrators, one arbitrator to be selected by the Company, one
arbitrator to be selected by the Employee and the third arbitrator to be
selected by the two so selected by the Company and Employee, or if they cannot
agree on a third, by the American Arbitration Association. In the event that
either the Company or Employee within one (1) month after notification of any
demand for arbitration hereunder, shall not have selected its arbitrator and
given notice thereof to the other party, the arbitrator for such party shall be
selected by the American Arbitration Association. Meetings of the arbitrators
shall be held in Clearwater, Florida at such place or places as may be agreed
upon by the arbitrators. The results of final determination of any such
arbitration proceedings shall be binding on the parties hereto and a judgment
may be entered in any court having jurisdiction.
10. Severability Of Provisions
In the event any court of competent jurisdiction determines that any
term or provision of this Agreement shall be unenforceable, the invalidity of
such term or provision shall not affect the validity of the remainder hereof.
11. Notices
Any notice required or permitted to be given pursuant to the provisions
hereof shall be deemed given when sent by registered or certified mail, return
receipt requested, to the Company or Employee at their respective addresses set
forth above or to such other address as may be given by similar notice by the
Company or Employee.
12. Waiver Of Breach
The waiver by the Company or Employee of a breach of any provision
hereof by the other shall not operate or be construed to operate as a waiver by
such party of any subsequent breach by the other of the same or any other
provision hereof.
13. Entire Agreement, Modification and Construction.
This Agreement contains the entire understanding between the Company and
Employee with respect to the subject matter hereof. The terms and conditions
hereof may be changed only by agreement in writing signed by the Company and the
Employee. This Agreement shall be governed by and construed with the laws of
the State of Florida, applicable to contracts made and to be performed therein,
without giving effect to the principles thereof relating to conflicts of law.
IN WITNESS WHEREOF, the Company has caused this Agreement to be signed and its
seal affixed by a duly authorized officer and the Employee has signed this
Agreement as the day and year first written above.
Progressive Telecommunications Corporation: Employee:
/s/ Dr. Howard Tackett /s/ Michael H. Kogan
Authorized Corporate Signature Employee Signature
Dr. Howard Tackett
Vice President Michael H. Kogan
Print Name & Title Print Name
12-10-99 12-9-99
Date Date
PROGRESSIVE TELECOMMUNICATIONS CORPORATION
601 Cleveland Street, Suite 930
Clearwater, FL 33755
February 16, 2000
Lee Young, Esq.
213 E. Main Street
Union, Missouri 83084
Gentlemen:
As compensation for legal consulting services rendered by you in the
amount of $63,991.05, we confirm our agreement to issue to you an aggregate of
25,597 shares of Progressive Telecommunications Corporation (the "Company")
common stock, $.001 par value.
These shares will be issued upon the effective date of a Form S-8 Registration
Statement and the delivery of the documents to you which constitute the S-8
Prospectus, which the Company agrees to complete by February 22, 2000, free and
clear of any restrictions on sale by you.. We also confirm that the board of
directors of the Company have duly approved the issuance of shares to you.
Please confirm that this correctly sets forth our understanding relating to the
settlement of compensation due to you for these services by signing the extra
copy of this letter and returning it to us.
PROGRESSIVE TELECOMMUNICATIONS
CORPORATION
BY: /s/ Barry L. Shevlin
Barry L. Shevlin,
Chairman and CEO
Accepted:
/s/ Lee Young
Lee Young, Esq.
PROGRESSIVE TELECOMMUNICATIONS CORPORATION
601 Cleveland Street, Suite 930
Clearwater, FL 33755
February 16, 2000
Early, Lennon, Peters & Crocker, P.C.
900 Comerica Building
Kalamazoo, MI 49007-4752
Gentlemen:
As compensation for legal consulting services rendered by you in the
amount of $10,034.46, we confirm our agreement to issue to you an aggregate of
4,014 shares of Progressive Telecommunications Corporation (the "Company")
common stock, $.001 par value, as follows:
Early, Lennon, Peters & Crocker, P.C.
Tax ID #38-3023506
These shares will be issued upon the effective date of a Form S-8 Registration
Statement and the delivery of the documents to you which constitute the S-8
Prospectus, which the Company agrees to complete with by February 22, 2000, free
and clear of any restrictions on sale by you.. We also confirm that the board
of directors of the Company have duly approved the issuance of shares to you.
Please confirm that this correctly sets forth our understanding relating to the
settlement of compensation due to you for these services by signing the extra
copy of this letter and returning it to us.
PROGRESSIVE TELECOMMUNICATIONS
CORPORATION
BY: /s/ Barry L. Shevlin
Barry L. Shevlin,
Chairman and CEO
Accepted:
/s/ Pat Crocker
Pat Crocker, Partner
PROGRESSIVE TELECOMMUNICATIONS CORPORATION
601 Cleveland Street, Suite 930
Clearwater, FL 33755
February 16, 2000
Sommer & Schneider LLP
595 Stewart Avenue, Suite 710
Garden City, NY 11530
Gentlemen:
As compensation for legal consulting services rendered by you we confirm
our agreement to issue to you an aggregate of 25,000 shares of Progressive
Telecommun-ications Corporation (the "Company") common stock, $.001 par value,
as follows:
Joel C. Schneider 12,500
Herbert H. Sommer 12,500
These shares will be issued upon the effective date of a Form S-8 Registration
Statement and the delivery of the documents to you which constitute the S-8
Prospectus, which the Company agrees to complete with your assistance by
February 22, 2000, free and clear of any restrictions on sale by you.. We also
confirm that the board of directors of the Company have duly approved the
issuance of shares to you. Please confirm that this correctly sets forth our
understanding relating to the settlement of compensation due to you for these
services by signing the extra copy of this letter and returning it to us.
PROGRESSIVE TELECOMMUNICATIONS
CORPORATION
BY: /s/ Barry L. Shevlin
Barry L. Shevlin,
Chairman and CEO
Accepted:
/s/ Harbert H. Sommer /s/ Joel C. Schneider
Herbert H. Sommer, Partner Joel C. Schneider, Partner
Letter of Employment
BusinessMall.Com, Inc. ("the Company") a wholly owned subsidiary of Progressive
Telecommunications Corporation, having its primary office at 601 Cleveland
Street, Clearwater, Florida ("Progressive") seeks to employ John Scott of 79
Emerald Drive, Danville, NH 03819 (Employee), for the position of Director of
Software Development.
The terms of employment are as follows:
The term of employment will be continuous for a period of one year from the date
of signing.
The Company reserves the right to immediately discontinue employment of Employee
prior to the expiration of the one year term of employment in the unlikely event
that TopSpeed Corporation sues the Company or Progressive to a successful
conclusion for employing Employee based on TopSpeed contracts with Employee or
the Company or Progressive dated prior to the date of this document, without
prejudice to the rights of Employee to earnings, bonuses and benefits accrued
from inception to termination of employment.
Upon the execution of this letter agreement, Progressive shall issue to Employee
a signing bonus twenty thousand (20,000) of its common stock (the "Shares") and
twenty thousand (20,000) common stock purchase warrants (the "Warrants"). Each
Warrant shall be exercisable into shares of Progressive's common stock at the
rate of $2.50 per share. The Warrants shall have a term of two years.
Progressive shall register the Shares and the shares of common stock underlying
the Warrants with the Securities and Exchange Commission immediately under S-8
as of the date of the execution of this letter agreement.
The minimum compensation for the first six months of this agreement will be
$7,083.33 per month ($85,000.00 annualized) paid biweekly. The minimum
compensation for the second six months of this agreement will be $8,333.33 per
month ($100,000.00 annualized) paid biweekly.
Employee will participate in the BusinessMall bonus compensation program at the
executive level once said program is developed and implemented.
Company shall provide and pay for in its entirety Employee with such family
health and medical benefits as the Company accords its executive officers.
Employee is entitled, if needed to 7 fully compensated sick days per calendar
year.
Employee is entitled to three weeks fully compensated vacation time during the
term of this agreement.
The Company acknowledges that the Employee currently lives in New Hampshire. The
Employee will work virtually from his home in New Hampshire and travel to the
Companies offices in Florida as required. The Company will pay for all travel
related expenses as well as provide accommodations and ground transportation in
Florida. The Company will pay for all telecommunication costs associated with
the Employee working from his home office.
Employee agrees to devote full-time attention and effort to the business of the
Company during the term of employment hereunder. The Employee shall perform his
duties faithfully, diligently and to the best of his ability. Employee, at all
times, shall use his best efforts to preserve, protect. enhance and maintain the
trade, business and goodwill of the Company.
All programs, source code, and applications generated as part of this agreement
as well as all associated notes, work papers and flow diagrams are the sole
property of Progressive Telecommunications and BusinessMall.Com. Employee waives
all rights to title and interest to the fruits of these programs except as
follows:
Employee will be entitled to a royalty equal to ten percent (10%) of the Company
net income generated by the sale of such programs that are substantially
written (at least 75% of the man hours utilized to develop software were
expended by Employee) by EMPLOYEE and are not Company base operational in
nature. Programs that are developed solely for the operation of the Company or
to be used freely by Company members are not included in this royalty
program. This royalty program will survive the termination of Employee's
employment and will not expire.
Employee will be entitled to a royalty equal to five percent (5%) of the Company
net income generated by such programs that are written by others but supervised
and developed for the Company by Employee. Programs that are developed solely
for the operation of the Company or to be used freely by Company members are not
included in this royalty program. This royalty program will survive the
termination of Employee's employment and will not expire.
Employee, as a condition to the Company entering into this letter agreement,
agrees to sign a confidentiality and non-disclosure agreement.
/s/ John Scott /s/ Barry L. Shevlin
John Scott Barry L. Shevlin
President and CEO
Progressive
Telecommunications Corp.
January 11, 2000
GMS Auditing and Consulting
7803 3rd Avenue Suite #201
Brooklyn, NY 11209
Attn: Gina Scialla
RE: Consultant Compensation
BusinessMall.Com (Bmall)
The YellowPageDirectory.Com (YPD)
Progressive Telecommunications Inc. (PTCI)
Agreed as Follows:
No Chargeable Services Option (NSCO):
In the case of YPD what you purpose in your letter should work for all instances
where there is NCSO.
YPD is prepared to provide its "Yellow Page Service" free of charge for a period
of one year to any reputable sire that is willing to install a prominent and
permanent (for the one year period) link to YPD. A banner advertising the
availability of the "Yellow Page Service" will be acceptable as long as there is
also a permanent link. YPD will provide a "return to site" link on its home page
in order to facilitate the easy return of users back to the linked site.
Co-Branding is available under separate terms.
NCSO Compensation:
GMS will receive one (1) share of PTCI unrestricted common stock for every five
(5) qualified links as detailed above.
BMall Membership:
Links or banners designed to generate traffic to the BMall will be compensated
on a per qualified member basis not on click through. A member is considered
qualified once they have completed any one financial transaction, set up an
organization including ship-to and payment options or used BMall free services
for an aggregate of five (5) hours.
BMall Membership Compensation:
GMS will receive fifteen dollars ($15.00) per qualified unique member as
detailed above. It will be GMS's responsibility to account for and to
distribute membership payments to the individual sites that generated the
membership. BMall will provide detailed membership data and payment to GMS on a
monthly basis.
In addition, GMS will receive one (1) share of PTCI common stock for every
five(5) sites that take part in the BMall membership program with permanent
links or banners and commit to do so continuously for a period of one year.
Partner Sites:
BMall is actively pursuing partnerships with existing, reputable companies
offering and fulfilling business related products and or services on the
Internet. The BMall rules for partnerships are as follows:
1. All revenues generated through the partnership are collected by the BMall and
then accounted for and distributed to the partner less the BMall share of
revenues.
2. BMall members will conduct partner business on co-branded pages on the
partner's servers while remaining in a BMall frame in the member's browser.
3. Member's payment information will never leave the BMall. This will be
accomplished through the use of a co-branded shopping cart developed and
provided by the BMall. IN essence, the partner is filling the order directly to
the member while charging the purchase to the BMall. BMall will account to the
partner as agreed.
4. Members info including shipping and handling is passed electronically back to
the BMall. The BMall will then clear the credit card and then send back the
credit authorization number to the partner. The partner site will then send the
complete order detail back to the BMall.
5. Partners will respect the privacy of all BMall members and agree not to
market to them directly through any information collected through the
partnership process and not to make available to others any information
collected through the partnership process.
6. BMall will make available to the partner a channel to marker to BMall members
through the BMall that have made use of the partners services or have expressed
an interest in the nature of the product or service provided by the partner.
7. Partners will charge BMall members purchasing through the co-branded site
pricing and or fees equal to or less than pricing and or fees that are charged
to customers that purchase directly through their branded sites.
8. Partners sites will include on their branded site banner and or permanent
links to the BMall.
9. BMall will provide banner and or permanent links to the co-branded partner
site on the BMall.
10. BMall share of revenue will be calculated as an agreed upon percentage of
the total revenue generated through the co-branded site.
11. Partner will bear the burden of all costs associated with any modifications
to its servers, site and or programming required to interface with the BMall.
12. BMall will bear the burden of all costs associated with any modifications to
its servers, site and or programming required to interface with the BMall.
13. BMall will provide to the partner with out charge any and all programming,
CGI script, Java script or Clarion code required to provide the exchange of data
from the BMall to the partner and back to the BMall. Partner will agree to the
proprietary nature of the code and enter into the necessary agreements with the
BMall to protect BMall proprietary interests.
14. Cross marketing, joint marketing initiatives and inclusion in mainstream
advertising will be negotiated individually.
15. Partnership agreements will be on year in duration.
Partnership Generation Compensation: (GMS receives no compensation from the
partner)
GMS will receive five thousand (5,000) PTCI stock options at $2.50 per share for
each partnership that it arranges with the BMall. A partnership will be
considered arranged once the co-branded site is operational on the BMall.
In addition, GMS will receive five percent (5%) of the net received by the BMall
from the partnership (ie: If the BMall percentage is 15% of the gross revenue
then GMS will receive 5% of the BMall 15%).
As a bonus, GMS will receive the equivalent of $100,000.00 in PTCI common stock
for every one million dollars of partner revenue generated in a given month.
The share are paid once per million-dollar threshold.
If GMS receives compensation from the partner then they will not receive the
five-percent (5%) of the BMall net.
Products or Services the GMS has an Ownership Position:
These products or services will be given a prominent location on the BMall along
with banner and links and perhaps inclusion in main stream advertising. GMS
will disclose the actual base cost of the product or service along with their
ownership details. BMall and GMS will agree upon a reasonable mark-up and then
split 50/50 after cost of reimburesment.
Very Truly Yours,
/s/ Michael H. Kogan
Michael H. Kogan
Director of Operations
CC: Barry Shevlin, CEO
Chris Watson, VP
GMS Auditing & Consulting Services
Telecommunications Service Provider
BusinessMall.com
601 Cleveland Street
Suite 930
Clearwater, FL 33755
Att: Michael H. Kogan
Dear Michael:
Per your proposal dated January 11, 2000 regarding the Consultant Compensation
agreement involving Bmall, YPD and PTCI, please let this serve as a letter of
acceptance on behalf of GMS Auditing & Consulting Services.
We are looking forward to working with your group and making out mutual
endeavors a success.
Yours very truly,
/s/ Gina M. Scialla
Gina M. Scialla
President
Cc: Mr. Barry Shevlin
Mr. Chris Watson
BILL OF SALE
KNOW ALL MEN BY THESE PRESENTS, That the undersigned James P. Maguire
(hereinafter referred to as "Seller"), hereby sells, assigns, transfers, conveys
and delivers to Progressive Telecommunications Corporation (hereinafter
referred to as "Purchaser"), certain assets as set forth in Exhibit "A" attached
hereto and incorporated herein reference.
TO HAVE AND TO HOLD, All and singular, the said assets by Purchaser, its
successors and assigns, for its own use and behalf forever.
Seller hereby covenants with the Purchaser that ITS Billing, Inc. is the
lawful owner of said property free and clear of all liens and encumbrances. The
parties understand and agree that Damian T. Freeman does not claim to have an
ownership interest in the assets being transferred hereby, but is executing this
Bill of Sale to transfer ownership interests in the assets which Freeman may in
fact possess.
The undersigned person, executing this Bill of Sale on behalf of ITS
Billing, Inc., represents and certifies that he is a duly elected officer of ITS
Billing, Inc. and has been fully empowered by proper resolution of the Board of
Directors to execute and deliver this Bill of Sale; and that all necessary
action for the making of such Bill of Sale has been taken and done.
PURCHASER HEREBY SPECIFICALLY ACKNOWLEDGES AND AGREES THAT SELLER IS
SELLING THE PROPERTY TO PURCHASER ON AN "AS IS" BASIS, WITHOUT ANY
REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT
LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE.
IN WITNESS WHEREOF, This undersigned has caused the execution hereof
effective as of the 8th day of February, 2000.
_____/s/ James P. Maguire_____________
James P. Maguire, Individually
"SELLER"
AGREED AND ACCEPTED:
PROGRESSIVE TELECOMMUNICATIONS CORPORATION
By: /s/ Barry L. Shevlin
Barry L. Shevlin , President and CEO
Printed Name and Title
"PURCHASER"
The Yellow Page Directory, Inc.
Asset Listing
02/08/2000
Fixed Assets
* Computer Equipment
- - 67 Computers, 32MB memory, 4.3GB hard drive
(monitors: 26 - 14", 26 - 15", 6 - 17", 1 - 21", 2 flat screen)
- - 5 Servers, 256MB memory, 18GB hard drive
- - 4 32 port Ethernet hubs
- - 2 HP 4200C Scanners
- - 1 Epson Stylus 700 photo printer
- - 2 HP LaserJet 4si printers
- - 3 HP LaserJet 4 printers
- - 1 HP LaserJet 4+ printers
- - 1 HP DeskJet R60
- - 4 APC 2200 UPS
- - 4 APC 600 UPS
- - 1 APC 400 UPS
- - 3 1200 VA-3 UPS
* Communications Equipment
- - 183 Phones
- - 2 Panasonic Fax Machines
- - 1 Canon Faxphone B640
* Furniture
- - 67 Sales Desks
- - 25 Double Pedestal Desks
- - 5 Executive Desks
- - 2 Reception Desks
- - 10 Desks w/return
- - 92 Cloth Chairs
- - 36 Leather Chairs
- - 129-Cubicle Work Stations
- - 1 Leather Loveseat
- - 1 Leather Couch
- - 4 Conference Tables
- - 8 End Tables
- - 3 Fabric Loveseats
- - 1 Fabric Couch
- - 7 Bookcases
- - 6 Cloth High-back Chairs
- - 6 Credenzas
- - 1 Safe
- - 29 Metal File Cabinets
- - 4 Wood 4-Drawer Lateral File Cabinets
- - 2 Wood 2-Drawer Lateral File Cabinets
- - 1 13" TV w/VCR
- - 1 19" TV
- - 1 27" TV
- - 3 Shredders
- - 31- 12' Tables
- - 6 - 6' Tables
- - 5 Lamps
* Furnishings
- - 4 Large Paintings
- - 59 Medium and Small Paintings
- - 1 Heated Steam Table
- - 1 Refrigerated Salad Bar
- - 1 Commercial Refrigerator
- - 1 Small Refrigerator
- - 1 Convection Oven
- - 1 Soda Vending Machine
- - 1 Commercial Size Coffee Urn
Summary
Computer and Communications Equipment, Furniture and Furnishings Total Value
$500.000.00
Domain Names:
Newnetwork.com
877httpwww.com
fingersdothewalking.com
nationalyellow.com
networkld.com
surfyellowpages.com
theyellowpagedirectory.com
theyellowpagedirectory.net
theyellowpagedirectory.org
theypd.com
theypd.net
theypd.org
whiteandyellowpages.com
yellow411.com
yellowandwhitepages.com
yellowpageshighway.com
*********
Leasehold Improvements $ 59,968.00
Deposits $ 35,316.00
Total Estimated Value $ 595,284.00
SOMMER & SCHNEIDER LLP
595 STEWART AVENUE, SUITE 710
GARDEN CITY, NEW YORK 11530
Herbert H. Sommer Telephone (516) 228-8181
Joel C. Schneider Facsimile (516) 228-8211
February 16, 2000
Combined Opinion and Consent
Progressive Telecommunications Corporation
601 Cleveland Street, Suite 930
Clearwater, FL 33755
Re: Progressive Telecommunications Corporation
Gentlemen:
We have acted as counsel to Progressive Telecommunications Corporation,
a Nevada corporation (the "Company"), in connection with the preparation and
filing with the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933 as amended (the "Act") of the Company's Registration
Statement on Form S-8, filed contemporaneously with the Commission relating to
the registration under the Act of 389,611 shares (the "Shares") of the Company's
Common Stock, $.001 par value (the "Common Stock").
In rendering this opinion, we have reviewed the Registration Statement
on Form S-8, as well as a copy of the Certificate of Incorporation of the
Company, as amended, and the By-Laws of the Company. We have also reviewed such
statutes and judicial precedents as we have deemed relevant and necessary as a
basis for the opinion hereinafter expressed. In our examination, we have
assumed the genuineness of all signatures, the legal capacity of natural
persons, the authenticity of all documents submitted to us as originals, the
conformity with, the original documents of all documents submitted to us as
certified or photostatic copies, and the authenticity of the originals of such
copies.
Based on the foregoing and in reliance thereon, and subject to the
qualifications and limitations set forth herein, we are of the opinion that:
(1) The Company has been duly incorporated and is a validly existing
corporation under the laws of the State of Nevada;
(2) The Shares, when issued in connection with the agreements (copies
annexed to the Registration Statement), will be legally issued, fully paid and
non-assessable.
This opinion is limited to the General Corporation Law and the
Constitution of the State of Nevada are and we express no opinion with respect
to the laws of any other jurisdiction. We consent to your filing this opinion
with the Securities and Exchange Commission as an exhibit to the Registration
Statement on Form S-8. This opinion is not to be used, circulated, quoted or
otherwise referred to for any other purpose without our prior written consent.
Very truly yours,
/s/ Joel C. Schneider
Joel C. Schneider
JCS/md
CONSENT OF INDEPENDENT AUDITORS
Progressive Telecommunications Corporation
Clearwater, Florida
We have issued our report dated December 3, 1999, relating to the
financial statements of Progressive Telecommunications Corporation for the years
ended September 30, 1999 and August 31, 1998 appearing in the Company's Annual
Report on Form 10-K. Such report has been incorporated by reference in this
Registration Statement. We consent to the incorporation by reference in this
Registration Statement on Form S-8 of the aforementioned reports and to the use
of our name as it appears under the caption "Experts."
/s/ Meeks, Dorman & Company, P.A.
MEEKS, DORMAN & COMPANY, P.A.
Certified Public Accountants
Longwood Florida
February 16, 2000
