UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 3
TO
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
ENHANCED SERVICES COMPANY, INC.
(Name of Issuer)
COMMON STOCK
(Title of Class Securities)
29-331C-20-1
(CUSIP Number)
Sanford L. Schwartz
Creative Business Strategies, Inc.
5353 Manhattan Circle, Suite 201
Boulder, Colorado 80302
303/499-6000
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
September 10, 1996
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with this statement [ ].
SCHEDULE 13D
CUSIP No. 29331C-20-1 Page 2 of 18 Pages
1 NAME OF REPORTING PERSON
SS. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Creative Business Strategies, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Colorado
NUMBER OF 7 SOLE VOTING POWER
SHARES 64,436
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -0-
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 64,436
PERSON 10 SHARED DISPOSITIVE POWER
WITH -0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
64,436
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES *
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.7%
14 TYPE OF REPORTING PERSON
CO
STATEMENT FOR SCHEDULE 13
ITEM 1. SECURITY AND ISSUER.
The class of equity securities to which this Statement relates is the
common stock, $.001 par value per share, of Enhanced Services Company, Inc., a
Colorado corporation (the "Issuer"), whose principal executive office is located
at 10700 Richmond Avenue, Suite 114, Houston, Texas 77042. All share numbers
reported herein have been adjusted to reflect a one-for-five reverse split of
the Issuer's common stock which was effective following the filing of the
original Schedule 13D.
ITEM 2. IDENTITY AND BACKGROUND.
(a) This statement is filed by Creative Business Strategies, Inc., a
Colorado corporation ("CBS"). The sole officers, directors and shareholders of
CBS are Sanford Schwartz and Allen Goldstone.
(b) The principal business address of each person or entity named above
is 5353 Manhattan Circle, Suite 201, Boulder, CO 80302.
(c) The principal business of each person or entity named above is to
consult with and advise companies with respect to matters concerning, among
other things, investor relations, dissemination of public reports, and
communications with analysts.
(d) No person or entity named above has, during the last five years,
been party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining further violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
(e) No person or entity named above has, during the last five years,
been party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
CBS is the beneficial owner of 20,436 shares of the Issuer's Common
Stock, all of which were acquired by CBS on the open market, or upon exercise of
warrants. See Item 5, below.
CBS also owns warrants exercisable to purchase up to 44,000 shares of
the Issuer's Common Stock. See Item 4, below.
ITEM 4. PURPOSE OF TRANSACTION.
On April 9, 1996, the Issuer and CBS entered into the Creative Business
Strategies, Inc. Consulting and Warrant Compensation Agreement (the
"Agreement"), pursuant to which the Issuer issued to CBS, as a consulting fee,
common stock purchase warrants ("Warrants") to purchase 42,000 shares of the
Issuer's common Stock at $0.05 per share, and 67,000 shares of Common Stock at
$3.00 per share. The Warrants were issued on April 9, 1996, and may be exercised
at any time prior to April 1, 1997. On or about April 9, 1996, the Issuer filed
a Form S-8 with the Commission, registering the shares of Common Stock
underlying the Warrants under the Securities Act of 1933. To date, CBS has
exercised warrants for 30,000 shares of the $0.05 warrants and 35,000 shares of
the $3.00 warrants.
Under the terms of the Agreement, CBS is consulting with and advising
the Issuer with respect to matters concerning: (i) investor relations; (ii)
dissemination of press releases and quarterly and annual reports; (iii)
communications with analysts; and (iv) potential acquisitions. The term of the
Agreement began on April 1, 1996, and will continue for a period of one year
unless sooner terminated as provided therein. Copies of the Agreement and form
of Warrant are attached hereto as Exhibits 1 and 2, respectively, and are
incorporated by reference herein.
Other than with respect to its consulting services set forth above, CBS
has no present plan or proposal with respect to the Issuer. CBS intends to
review its investment in the Issuer on a continuing basis and, depending on
various factors including, without limitation, the issuer's business affairs and
financial position, the price levels of the Common Stock, conditions in the
securities markets and general economic and industry conditions, may in the
future take such actions with respect to its investment in the Issuer as it
deems appropriate in light of the circumstances existing from time to time,
including, without limitation, exercising its Warrants, purchasing additional
shares of Common Stock or selling some or all of its shares.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The aggregate percentage of shares of Common Stock reported owned by
CBS is based upon 1,014,174 shares outstanding, which is the total number of
shares of Common Stock outstanding as reported in the Issuer's Quarterly Report
(Form 10-QSB) for the quarter ended May 31, 1996, plus the shares issued to the
undersigned upon exercise of Issuer warrants as described herein.
As of close of business on September 11, 1996:
CBS owns 20,436 shares of Common Stock, and Warrants exercisable to
purchase up to 44,000 shares of Common Stock, together, constituting
approximately 5.7% of the shares outstanding.
(b) CBS has the sole power to vote and dispose of the shares owned by
it, which power is exercisable by Messrs. Schwartz and Goldstone.
(c) CBS has engaged in no transactions in the Issuer's common stock
during the past sixty days except for the following transactions:
<TABLE>
<CAPTION>
Price ($) per Share
Date No. of Shares (excl. Commissions) Buy/Sell
<S> <C> <C> <C>
6/26/96 2,500 5.125 S
7/2/96 1,186 5.61 S
7/2/96 15,000 3.00 B*
7/8/96 5,000 6.1875 S
7/9/96 3,800 5.6875 S
7/9/96 3,900 5.9375 S
7/11/96 3,000 6.145 B
7/12/96 2,000 6.15 B
7/23/96 1,500 6.175 B
7/26/96 700 5.50 S
7/29/96 3,536 5.55 B
7/29/96 6,000 5.5625 S
8/2/96 1,000 6.00 S
8/2/96 2,000 6.25 S
8/2/96 10,000 0.05 B*
8/8/96 1,500 6.25 S
8/9/96 2,500 6.375 S
8/12/96 3,500 6.5 S
8/19/96 10,000 0.05 B*
8/19/96 13,500 6.15625 S
8/21/96 1,000 6.25 S
8/22/96 10,000 3.00 B*
8/30/96 3,200 6.00 S
9/10/96 7,000 6.06 S
9/11/96 10,000 3.00 B*
9/11/96 10,000 0.05 B*
</TABLE>
- - ---------------
* Represents exercise of warrants.
(d) No person other than CBS known to have the right to receive, or the
power to direct the receipt of dividends from, or to the proceeds from, the sale
of such shares of the Common Stock.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
A copy of the 1996 Consulting and Warrant Compensation Agreement between
the Issuer and CBS is attached hereto as Exhibit 1, and is incorporated herein
by reference. A copy of the Form of Warrants is attached hereto as Exhibit 2,
and is incorporated herein by reference. Except as set forth above in this Item
6, CBS has no contract, arrangement, understanding or relationship with respect
to the Common Stock of the Issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
1. 1996 Consulting and Warrant Compensation Agreement between the Issuer
and CBS - previously filed.
2. Form of Warrant - previously filed.
SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief,
each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: September 11, 1996 CREATIVE BUSINESS STRATEGIES, INC.
By/s/ Allen R. Goldstone
Allen R. Goldstone
President
