UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
TELEMALL COMMUNICATIONS, INC.
-----------------------------
(Exact name of registrant as specified in its charter)
NEVADA 88-022660
------ ---------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5030 S. Paradise Rd. #C-213 Las Vegas, Nevada 89119-1214
--------------------------------------------------------
(Address of Executive Offices)
Stock Compensation Plan
-----------------------
(Full title of the plan)
Rick Sullivan
5030 S. Paradise Rd. #C-213
Las Vegas, Nevada 89119-1214
----------------------------
(Name and address of agent for service)
702-739-8899
------------
(Telephone number, including area code of agent for service)
COPIES TO:
Claudia J. Zaman, Esq.
10850 Wilshire Blvd. Suite 1170
Los Angeles, CA 90024
(310)441-7684
Exhibit Index on page 9 Commission page 1 of 24
- --------------------------------------------------------------------------------
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
Title of Amount to be Propose Proposed Amount
securities registered Maximum Maximum aggregate Of
to be Offering Offering price(1) registra-
registered Price/share(1) tion fee
- --------------------------------------------------------------------------------
Common Stock 691,000 shares .14 96,740.00 $100
.001 par value
under Stock
Compensation Plan
- ----------
(1) Calculated in accordance with Rule 457(b)(1) using the average of the bid
and asked prices for the Common Stock as of February 5, 1997.
<PAGE>
PART II
Item 3. Incorporation of Documents by Reference.
The Registrant incorporates the following documents by reference in the
Registration Statement, which documents are not required to be filed with this
Registration Statement:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995.
(b) The Registrant's Quarterly reports on Form 10-QSB and 10-Q for the
quarters ended March 31, 1996, June 30, 1996 and September 30, 1996 and
Registrant's reports on Form 8-K filed by the Registrant on or about June 27,
1996, filed by the Registrant pursuant to Section 15(d) of the Securities
Exchange of 1934, as amended.
All documents filed by Registrant after the date of this Registration
Statement under Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange
Act of 1934, or prior to the filing of the post-effective amendment to this
Registration Statement which indicates that all Securities offered hereunder
have been sold, or which deregisters all the securities covered hereunder which
remain unsold under this Registration Statement, shall be deemed to be
incorporated by reference in the Registration Statement and to be a part here of
from the date of filing such documents.
Item 4. Description of Securities
Common Stock
The Registrant's authorized capitalization is 50,000,000 shares of Common
Stock, par value $.001 per share, of which 8,875,105 shares were issued and
outstanding as of February 11, 1997. Each share of the Registrant's Common Stock
is entitled to one vote at the meeting of shareholders. Shares of Common Stock
do not carry cumulative voting rights and therefore, holders of a majority of
the outstanding shares of Common Stock will be able to elect the entire Board of
Directors and, if they do so, minority shareholders would not be able to elect
any members of the Board of Directors. The Registrant's Board of Directors have
authority, without action by the Registrant's shareholders, to issue all or any
portion of the authorized but unissued shares of Common Stock, which would
reduce the percentage of ownership of the Registrant of its shareholders and
which may dilute the book value of the Common Stock.
-2-
<PAGE>
Shareholders of the Registrant have no preemptive rights to acquire
additional shares of Common Stock. The Common Stock is not subject to redemption
and carries no subscription or conversion rights. In the event of liquidation of
the Registrant, the shares of the Common Stock are entitled to share equally in
corporate assets after satisfied of all liabilities. Holders of Common Stock are
entitled to receive such dividends as the Board of Directors may from time to
time declare out of the funds legally available for the payment of dividends.
The Registrant has not paid cash dividends on its Common Stock and does not
anticipate that it will pay cash dividends in the foreseeable future.
Preferred Shares
The Registrant is authorized to issue 10,000,000 shares of Preferred
Convertible Shares, $10.00 par value. As of February 4, 1997, there were 514,000
shares of issued and outstanding Preferred Convertible Shares. Shares of
Preferred Stock may be divided into such series as may be established, from time
to time, by the Board of Directors. The Board of Directors, from time to time,
may fix and determine the designation and number of shares of any series and the
relative rights and preferences of the shares of any series so established
except that no series may have preemptive rights. The Board of Directors is also
authorized, within the limits and restrictions stated in any resolution or
resolutions of the Board of Directors originally fixing the number of shares
constitution any such series, to increase or decrease (but not below the number
of shares of any such series then outstanding) the number of shares of any such
series subsequent to the issuance of shares of that series.
Item 5. Interest of Counsel and Named experts
Not Applicable.
Item 6. Indemnification of Officers and Directors.
The Registrant's Articles of Incorporation and Bylaws provide for
indemnification of directors and officers against certain liabilities. Officers
and directors of the Registrant are indemnified generally against expenses
actually and reasonably incurred in connection with proceedings, whether civil
or criminal.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended (the "Act"), may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the forgoing provisions, or
otherwise, in the opinion of the Securities and Exchange Commission, such
indemnification is
-3-
<PAGE>
against public policy as expressed in the Act and is, therefore, unenforceable.
Item 7. Exemption from Registration Claimed
The issuance of the securities to be offered hereby were exempt from the
registration requirements of the Securities Act of 1933, as amended, by virtue
of Section 4(2) thereof covering transactions not involving any public offering
or not involving any "offer" or "sale". The offer and sale has been made to one
buyer which the Registrant has reasonable grounds to believe is acquiring shares
for investment and which has knowledge and experience in financial and business
matters to be able to evaluate the merits and risks of the securities, and has
been provided and has access to all of the Registrant's reports filed with the
Commission and other relevant information. To date, 691,000 shares of the
registrant's Common Stock, $.001 value, have been issued pursuant to the
Registrant's Stock Compensation Plan. All the shares issued bear, and those to
be issued will bear, an appropriate restrictive legend to prevent resales in
violation of the Securities Act of 1933. Appropriate stop transfer instructions
have been issued to the registrant's transfer agent.
Item 8. Exhibits.
1 Articles of Incorporation, as amended(1)
2 Bylaws (1)
5 Opinion and Consent of Claudia J. Zaman Attorney At Law
10 Stock Compensation Plan
11 Consulting Agreement by and between the Registrant and
Investors Capital Enterprises
24 Consent of Merle S. Finkel, CPA
24.2 Consent of Claudia J. Zaman Attorney At Law (2)
(1) Incorporated by reference to the Registrant's quarterly report on Form
10-Q for the period ended June 30, 1996 and Registrant's Form 8-K filed on
June 27, 1996.
(2) Included in Exhibit 5.
Item 9. Undertakings
The undersigned Registrant hereby undertakes:
-4-
<PAGE>
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in aggregate, represent a fundamental
change in the information set forth in the Registration Statement;
(iii) 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, including
(but not limited to) any addition or election of a managing underwriter;
provided, however, that paragraphs a)(1)(i) and (a)(1)(ii) do not apply if the
Registration Statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by 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 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.
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 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 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-
<PAGE>
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by 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 that
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication.
-6-
<PAGE>
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
requiremetns 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 Town of Las Vegas, State of Nevada, on this 12th day of
February, 1996.
TELEMALL COMMUNICATIONS, INC.
By: /s/
-------------------------------------
Rick Sullivan, Chairman & Chief
Executive Officer
Each person whose signature appears below on this Registration Statement
hereby constitutes and appoints Rick Sullivan, Chairman, or his successor in
office, with full power to act as his true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities (until revoked in writing) to
sign any and all amendments thereto) this Registration Statement on Form S-8 of
Telemall Communications, Inc.and to file the same with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully for all intents and purposes, as he might or
could do in person, hereby ratifying and confirming all that said
attorney-in-fact or his substitute may lawfully do or cause to be done by virtue
thereof.
Pusuant to the requirements of the Securities Act of 2933, this
registration statement has been signed by the following persons in the
capacities and on the dated indicated.
Signature Title Date
- --------- ----- ----
/s/ Chairman & Chief February 12, 1996
- ------------------------ Executive Officer
Rick Sullivan
/s/ Director, Secretary February 12, 1996
- ------------------------
Eric Savage
-7-
<PAGE>
/s/ Director February 12, 1996
- ------------------------
Beryl Wolk
/s/ Chief Financial February 12, 1996
- ------------------------ Officer
Roy Giorgi
-8-
<PAGE>
EXHIBIT INDEX
Exhibit Description
- ------- -----------
5 Opinion and Consent of Claudia Zaman Attorney
At Law
10 1997 Consultant Stock Compensation Plan
11 Consulting Agreement by and between the
Registrant and Investors Capital Enterprises
24 Consent of Merle S. Finkel, CPA
-9-
EXHIBIT 5
OPINION AND CONSENT OF
CLAUDIA J. ZAMAN ATTORNEY AT LAW
<PAGE>
CLAUDIA J. ZAMAN ATTORNEY AT LAW
10850 Wilshire Blvd., Suite 1170
Los Angeles, CA 90024
(310) 441-7684
(310) 441-7688 Fax
February 6, 1997
TeleMall Communications, Inc.
5030 S. Paradise Rd. Suite C-213
Las Vegas, NV 89119
To the Board of Directors:
I have been engaged as counsel for TeleMall Communications, Inc., a Nevada
corporation (the "Company"), in connection with a proposed offering under the
Securities Act of 1933, as amended (the "Act") of 691,000 shares of its Common
Stock, $.001 value (the "Shares"), to Investors Capital Enterprises ("ICE"), a
Nevada corporation, pursuant to that certain Consulting Agreement between the
Company and ICE dated December 2, 1996 (the "Agreement") and a Registration
Statement on Form S-8 (the "Registration Statement") to be filed with the
Securities & Exchange Commission (the "Commission").
In connection with rendering the opinion as set forth below, I have
reviewed and examined the following:
1. The Articles of Incorporation of the Company as amended;
2. The Bylaws of the Company;
3. Board of Directors Minutes of the Company, dated February
4, 1997;
4 Corporate Resolution authorizing the issuance of 691,000
shares to ICE;
5. The Agreement;
6. The Registration Statement and exhibits thereto as filed with the
Commission on or about this date; and such other documents and legal
authorities as I deemed necessary for purposes of rendering this
opinion.
In my examination, I have assumed the genuineness of all signatures, the
legal capacity of all persons, the authenticity of all the documents submitted
as originals, the conformity with the
<PAGE>
original documents of all documents submitted to me as photocopies or facsimile
copies, and the authenticity of the originals of such copies. I have further
assumed that ICE will have completed the required consulting service and/or
provided consideration required under the terms of the agreement acceptable to
the Board of Directors and that any Shares to be issued pursuant to the subject
Agreement will have been registered in accordance with the Act prior to the
issuance of such Shares or exempt from registration.
Based upon the foregoing and in reliance thereon, it is my opinion that,
subject to the limitations set forth herein, when the Registration Statement
becomes effective under the Securities Act of 1933, as amended, and when the
Shares are issued and distributed as contemplated in the Registration Statement,
the securities will constitute duly and validly authorized, legally issued,
fully paid and non-assessable shares of the Company's Common Stock, $.001 par
value. This opinion is expressly limited in scope to the Shares and does not
cover subsequent issuances of shares pursuant to the subject Agreement, if any,
pertaining to services to be performed in the future (such transactions are
required to be included in either new registration statements or a
post-effective amendments to the registration statement including updated
opinions concerning the validity of issuance of such shares).
This opinion is limited to Nevada law. I express no opinion with respect
to the laws of any other jurisdiction. I consent to the filing of this opinion
with the Commission as an exhibit to the Registration Statement. In giving such
consent, I do not thereby admit that I am included within the category of
persons whose consent is required under Section 7 of the Securities Act of 1933,
as amended, or the rules and regulations promulgated thereunder. This opinion is
not to be used, circulated, quoted or otherwise referred, in whole or in part,
to or for any other purpose without my prior express written consent. This
opinion is based upon my knowledge of the law and facts as of the date hereof. I
assume no duty to communicate with you with respect to any matters which come to
my attention thereafter.
Sincerely,
CLAUDIA J. ZAMAN, ATTORNEY AT LAW
/s/
----------------------------------
Claudia J. Zaman
-2-
EXHIBIT 10
STOCK COMPENSATION PLAN
<PAGE>
TELEMALL COMMUNICATIONS, INC.
STOCK COMPENSATION PLAN
ARTICLE I
Purpose of Plan
This STOCK COMPENSATION PLAN (the "Plan") of TeleMall Communications, Inc.
(the "Company"), for employees of the Company as well as consultants or other
advisors to the Company, is intended to advance the best interests of the
Company by supporting and increasing the Company's ability to attract, retain
and compensate individuals or entities providing services to the Company upon
whom in large measure, the sustained progress, growth and profitability of the
Company depends and to allow the Company to compensate consultants and certain
other persons providing bona fide services to the Company, through the award of
the Company's common stock.
ARTICLE II
Definitions
For Plan purposes, except where the context might clearly indicate
otherwise, the following terms shall have the meanings set forth below:
"Award" means any grant of stock under this Plan.
"Board" shall mean the Board of Directors of the Company.
"Code" shall mean the Internal Revenue Code of 1986, as amended, and
the rules and regulations promulgated thereunder.
"Common Shares" shall mean the Company's Common Shares, $.001 par
value per share, or, in the event that the outstanding Common Shares are
hereafter changed into or exchanged for different shares of securities of the
Company, such other shares or securities.
"Company" shall mean TeleMall Communications, Inc., a Nevada
Corporation, and any parent or subsidiary corporation of TeleMall
Communications, Inc., as such terms are defined in Sections 425(e) and 425(f),
respectively, of the Code.
"Date of Grant" shall mean the day that the Board authorizes the
grant of an Award or such later date as may be specified by the Board as the
date a particular Award will become
<PAGE>
effective.
"Employee" shall mean any person or entity that renders bona fide
services to the Company and is issued Common Shares under the Plan as
compensation for these services. This shall include, without limitation,
employees, a person or company engaged by the Company as a consultant or a
lawyer, law firm, accountant or accounting firm.
ARTICLE III
Administration of the Plan
1. The Board shall administer the Plan and accordingly, it shall have full
power to grant Awards under the Plan and issue Common Stock, to construe and
interpret the Plan, establish rules and regulations and perform all other acts,
including the delegation of administrative responsibilities it believes proper
and reasonable.
2. The determination of those eligible to receive an Award, and the
amount, type and timing of each Award and the terms and conditions of the Award
shall rest in the sole discretion of the Board, subject to the provisions of the
Plan.
3. The Board may correct any defect, supply any omission or reconcile any
inconsistency in the Plan, or in any Award, in the manner and to the extent it
shall deem necessary to carry it into effect.
4. Any decision made, or action taken, by the Board arising out of or in
connection with the interpretation and administration of the Plan shall be final
and conclusive.
5. No member of the Board shall be liable for any act or omission of any
other member of the Board or for any act or omission on his own part, including,
but not limited to, the exercise of any power or discretion given to him under
the Plan, except those resulting from his own gross negligence or willful
misconduct.
6. The Board shall have sole and absolute discretion to
amend this Plan.
7. The Company, through its management, shall supply full and timely
information to the Board on all matters relating to proposed Awards under the
Plan, the Employee's duties and performance, and such other pertinent
information as the Board may
-2-
<PAGE>
require. The Company shall furnish the Board with such clerical and other
assistance as is necessary in the performance of its duties hereunder.
ARTICLE IV
Shares Subject to the Plan
1. The total number of shares of the Company available for Awards under
the Plan shall be One Million Shares (1,000,000) of Common Shares, subject to
adjustment in accordance with Article VI of the Plan, which shares may be either
authorized but unissued or reacquired Common Shares of the Company.
ARTICLE V
Terms and Conditions
1. Consistent with the Plan's purpose, Awards may be granted only to
Employees of the Company.
2. The effective date of this Plan is February __, 1997.
3. Except as otherwise provided herein, the Board shall have complete
discretion to determine when and to which Employees Awards are to be granted,
and the number of shares of Common Stock to be granted to that particular
employee. No such grant will be made if, in the judgment of the Board of
Directors, such a grant would constitute a public distribution within the
meaning of the Securities Act of 1933, as amended (the "Act") or the rules and
regulations promulgated thereunder.
4. As promptly as possible after authorizing the grant of an Award, the
Company shall deliver to the Award recipient a certificate or certificates
registered in that person's name, representing the number of Shares awarded. If
applicable, each certificate shall bear a legend indicating that the Common
Stock represented by the Certificate was issued in a transaction which was not
registered under the Act, and may only be sold or transferred in a transaction
that is registered under the Act or is exempt from the registration requirements
of the Act.
ARTICLE VI
Adjustments or Changes in Capitalization
1. In the event that the outstanding Common Shares of the Company are
hereafter changed into or exchanged for a different number or kind of Shares or
other securities of the Company by
-3-
<PAGE>
reason of merger, consolidation, other reorganization, recapital ization,
reclassification, combination of Shares, stock split-up or stock dividend, the
number of shares remaining in the Plan for issuance under this Plan shall also
be exchanged pursuant to said merger, consolidation, other reorganization,
recapitalization, combination of shares, stock split, stock dividend or reverse
stock split.
2. The foregoing adjustments and the manner of application of the
foregoing provisions shall be determined solely by the Board, whose
determination as to what adjustments shall be made and the extent thereof, shall
be final, binding and conclusive. No fractional Shares shall be issued under the
Plan on account of any such adjustments.
ARTICLE VII
Amendment and Termination of Plan
1. The Board may at any time, and from time to time, suspend or terminate
the Plan in whole or in part or amend it from time to time in such respects as
the Board may deem appropriate and in the best interest of the Company.
2. The Board may amend the Plan, subject to the limitations cited above,
in such manner as it deems necessary to permit the granting of Awards meeting
the requirements of future amendments or issued regulations, if any, to the
Code.
3. No Award may be granted during any suspension of the Plan
or after termination of the Plan.
ARTICLE VIII
Government and Other Regulations
The obligation of the Company to issue, transfer and deliver Common Shares
for Awards under the Plan shall be subject to all applicable laws, regulations,
rules, orders and approval which shall then be in effect and required by the
relevant stock exchanges on which the Common Shares are traded and by government
entities as set forth below or as the Board in its sole discretion shall deem
necessary of advisable. Specifically, in connection with the Securities Act of
1933, as amended, upon grant of any Award, the Company shall not be required to
issue Common Shares unless the Board has received evidence satisfactory to it to
the effect that the Employee will not transfer such Shares except pursuant to a
registration statement in effect under such Act or unless an opinion of counsel
satisfactory to the Company has been
-4-
<PAGE>
received by the Company to the effect that such registration is not required.
Any determination in this connection by the Board shall be final, binding and
conclusive.
ARTICLE IX
Miscellaneous Provisions
1. No person or entity shall have any claim or right to be granted an
Award under the Plan, and the grant of an Award under the Plan shall not be
construed as giving an Employee the right to be retained by the Company.
Furthermore, the Company expressly reserves the right at any time to terminate
its relationship with an Employee with or without cause, free from any
liability, or any claim under the Plan.
2. Any expenses of administering this Plan shall be borne by the Company.
3. The place of administration of the Plan shall be in the State of
Nevada, and the validity, construction, interpretation, administration and
effect of the Plan and of its rules and regulations, and rights relating to the
Plan, shall be determined solely in accordance with the laws of the State of
Nevada.
4. Without amending the Plan, grants may be made to persons who are
foreign nationals or employed outside the United States, or both, on such terms
and conditions, consistent with the Plan's purpose, different from those
specified in the Plan as may, in the judgment of the Board, be necessary or
desirable to create equitable opportunities given differences in tax laws in
other countries.
5. In addition to such other rights of indemnification as they may have as
members of the Board, the Board shall be indemnified by the Company against all
costs and expenses reasonably incurred by them in connection with any action,
suit or proceeding to which they or any of them may be party by reason of any
action taken or failure to act under or in connection with the Plan or any Award
granted thereunder, and against all amounts paid by them in settlement thereof
(provided such settlement is approved by independent legal counsel selected by
the Company) or paid by them in satisfaction of a judgment in any such action,
suit or proceeding, except a judgment based upon a finding of bad faith;
provided that upon the institution of any such action, suit or proceeding a
Board member shall, in writing, give the Company notice thereof and an
opportunity, at its own expense, to handle and defend the same before such Board
member undertakes to handle and defend it on his own behalf.
-5-
<PAGE>
6. If subject to withholding tax, the Company shall be authorized to
withhold from an Employee's salary or other cash compensation such sums of money
as are necessary to pay the Employee's withholding tax. The Company may elect to
withhold from the shares to be issued hereunder a sufficient number of shares to
satisfy the Company's withholding obligations. If the Company is required to pay
withholding taxes to any federal, state or other taxing authority as a result of
the granting of an Award and the Employee fails to provide the Company with the
funds to pay that withholding tax, the Company may withhold up to fifty percent
(50%) of each subsequent payment of salary or bonus due to the Employee (which
is in addition to any withholding or taxes required to be withheld from that
payment) until the Company has been reimbursed for the entire withholding tax it
was required to pay.
7. A copy of this Plan shall be delivered to all participants together
with a copy of the resolution or resolutions of the Board authorizing the
granting of an Award and establishing the terms, if any, of participation.
-6-
EXHIBIT 11
CONSULTING AGREEMENT
<PAGE>
CONSULTING AGREEMENT BETWEEN
TELEMALL COMMUNICATIONS, INC. AND
INVESTOR CAPITAL ENTERPRISES, INC.
This Consulting Agreement is made as of this 2nd day of December, 1996 between
TeleMall Communications, Inc., a Nevada corporation and its successors or
assigns (the "Corporation") and Investor Capital Enterprises, Inc.
("Consultant").
WHEREAS, the Consultant has knowledge regarding, and relationships with,
certain qualified computer component manufacturers in China (the
"Manufacturers"); and
WHEREAS, the Corporation is in need of the Consultant's special expertise
in connection with the Manufacturers and other related businesses of the
Corporation; and
WHEREAS, Consultant is recognized for its credentials, judgment and
experience in this field and the parties mutually desire to enter into this
Agreement for their mutual benefit.
1. Responsibilities of Consultant. In consideration for the benefits
provided for in the paragraph 2 of this Agreement, Consultant agrees to perform
the following services for the benefit of the Corporation:
(a) Consultant will be designated as a corporate consultant for the
Corporation.
(b) Consultant will provide general consulting services to the Corporation
in the area of making introductions to the Manufacturers on behalf of the
Corporation, assist the Corporation in negotiations with the Manufacturers and
assist the Corporation in other matters relating to contracts and contacts with
the Manufacturers so that the Corporation will be able to conduct business with
the Manufacturers.
(c) Consultant will be available as needed to provide these services to
the Corporation. However, Consultant will not work exclusively for Corporation.
Consultant will use its best efforts to achieve the goals of the Corporation and
will not disclose any proprietary or confidential information of the Corporation
without the Corporations's prior consent.
2. Compensation to Consultant. In consideration for the consulting
services provided by Consultant as specified in paragraph 1 above, and other
such good and valuable consideration,
<PAGE>
Corporation agrees to issue to Consultant or its designee 691,000 shares of the
Common Stock of the Corporation (the "shares") as full payment for the services
rendered hereunder. The Shares shall be duly issued and validly authorized
shares of the Corporation upon issuance.
3. Registration on Form S-8. The Corporation agrees to cause the Shares to
be registered under the Securities Act of 1933, as amended, by including the
shares in a registration statement to be filed by the Corporation with the
Securities and Exchange Commission within ninety days of the date of this
Agreement. All expenses incurred in connection with registering the Shares shall
be borne by the Corporation.
4. Duration. This Agreement will be in effect for the period commencing on
the date hereof and ending on November 2, 1997.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first set forth above.
TELEMALL COMMUNICATIONS, INC.
/s/
--------------------------------------
Rick Sullivan, President
INVESTOR CAPITAL ENTERPRISES, INC.
/s/
--------------------------------------
Gary Kucher, President
-2-
EXHIBIT 24
CONSENT OF
MERLE S. FINKEL, CPA
<PAGE>
MERLE S. FINKEL
CERTIFIED PUBLIC ACCOUNTANT
210 Grant Street (412) 393-0805
Suite 1 (310) 473-4700
Pittsburgh, PA 15219
Securities & Exchange Commission
450 Fifth Street NW
Washington, DC 20549
CONSENT OF THE CERTIFIED PUBLIC ACCOUNTANT
Gentlemen:
I have issued my reports dated June 20, 1996, relating to the financial
statements of TeleMall Communications, Inc. for the years ended December 31,
1995 and 1994 and the period ending June 5, 1996. I consent to their use in the
Form S-8 dated February 12, 1997.
Sincerely,
/s/
- ------------------------------
Merle S. Finkel
Certified Public Accountant
Pittsburgh, Pennsylvania
February 4, 1997
