As filed with the Securities and Exchange Commission on
September 15, 1997
Commission No. 0-24256
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
ENHANCED SERVICES COMPANY, INC.
(Exact name of registrant as specified in its charter)
COLORADO
(State of other jurisdiction of incorporation or
organization)
84-1075908
(I.R.S. Employer Identification Number)
16000 BARKERS POINT LANE
HOUSTON, TEXAS 77079
(Address of Principal Executive Offices)
CREATIVE BUSINESS STRATEGIES, INC.
1997 CONSULTING AND WARRANT COMPENSATION AGREEMENT
(Full title of the Plan)
KENNETH DUCKMAN
ENHANCED SERVICES COMPANY, INC.
16000 BARKERS POINT LANE
HOUSTON, TEXAS 77079
(Name and address of agent for service)
Telephone number, including area code of agent for service:
(713) 556-5051
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Copy to:
JOSEPH GREENBERGER, ESQ.
GREENBERGER & FORMAN
1370 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10019-4602
Approximate date of proposed sale to the public: As soon as practicable after
the effective date of this Registration Statement.
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CALCULATION OF REGISTRATION FEE
Proposed Proposed
maximum maximum
Title of Amount offering aggregate Amount of
securities to to be price per offering registration
be registered registered share (1) price (1) fee
- ------------- ---------- --------- ---------- ------------
Common Stock, 12,500(2) $2.00 $ 25,000(3) $ 83.34
$.001 par 12,500(2) $2.50 $ 31,250(3) $104.17
value 12,500(2) $3.00 $ 37,500(3) $125.00
12,500(2) $4.00 $ 50,000(3) $166.67
15,000(2) $2.95(4) $ 44,250(4) $147.50
========== =======
$188,000 $626.68
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 under the Securities Act of 1933.
(2) Reflects shares of common stock issuable upon exercise of the Company's
Common Stock Purchase Warrants ("Warrants").
(3) Based on the stated exercise price of the Warrants.
(4) The above price per share and offering price amounts are based on 80% of
the average of the bid and asked prices as reported on the SmallCap Market
of the National Association of Securities Dealers, Inc. on September 11,
1997. The 15,000 shares to be registered are issuable on exercise of a
Warrant exercisable at 80% of such average price as so reported for the
three months ended August 20, 1998.
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PROSPECTUS
ENHANCED SERVICES COMPANY. INC.
65,000 Shares of Common Stock
($.001 Par Value)
TO BE ISSUED PURSUANT TO THE CREATIVE BUSINESS STRATEGIES, INC.
1997 CONSULTING AND WARRANT COMPENSATION AGREEMENT
This Prospectus is part of a Registration Statement which registers an
aggregate 65,000 shares of Common Stock, $.001 par value ("Common Stock") of
Enhanced Services Company, Inc. (the "Company") which may be issued, as set
forth herein, to Creative Business Strategies, Inc. ("CBS"), pursuant to common
stock purchase warrants ("Warrants") to purchase up to 65,000 shares of the
Common Stock of the Company. All of the Warrants were granted to CBS pursuant to
the Creative Business Strategies, Inc. 1997 Consulting and Warrant Agreement
(the "Agreement"). The Company has been advised by CBS that it may sell all or a
portion of its shares of Common Stock from time to time as follows: (a) block
trades in which the brokers or dealers so engaged will attempt to sell shares as
agent but may position and resell a portion of the block as principal to
facilitate the transaction; (b) purchases by a broker or dealer as principal and
resale by such broker or dealer for its account pursuant to this Prospectus; (c)
ordinary brokerage transactions and transactions in which the broker solicits
purchasers; and (d) in privately negotiated transactions not involving a broker
or dealer. In effecting sales, brokers or dealers engaged to sell shares may
arrange for other brokers or dealers to participate. Brokers or dealers engaged
to sell shares will receive compensation in the form of commissions or discounts
in amounts to be negotiated by CBS immediately prior to each sale. The Company
will receive no proceeds from any sales of Common Stock by CBS. CBS and the
brokers and dealers through whom sales of the shares are made may be deemed to
be "underwriters" within the meaning of the Securities Act of 1933, as amended
(the "Securities Act"), and any profits realized by them on the sale of the
shares may be considered to be underwriting compensation.
No other person is authorized to give any information or make any
representation not contained or incorporated by reference in this Prospectus in
connection with the offer contained in this Prospectus, and, if given or made,
such other information or representation must not be relied upon as having been
authorized by the Company. Neither the delivery of this Prospectus nor any sale
made hereunder shall, under any circumstances, create any implication that there
has been no change in the affairs of the Company since the date hereof.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
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This Prospectus does not constitute an offer to sell or the solicitation
of any offer to buy any security other than the securities covered by this
Prospectus, nor does it constitute an offer or solicitation by anyone in any
jurisdiction in which such offer or solicitation is not authorized, or in which
the person making such offer or solicitation is not qualified to do so, or to
any person to whom it is unlawful to make such offer or solicitation.
The date of the Prospectus is September 11, 1997.
TABLE OF CONTENTS
Page
Available Information ....................................................... 1
Information Incorporated by Reference ....................................... 1
The Company ................................................................. 2
Creative Business Strategies, Inc. 1997 Consulting and
Warrant Compensation Agreement ............................................ 2
Terms and Provisions of Warrants ............................................ 3
Federal Income Tax Effects .................................................. 4
Restrictions Under Securities Laws .......................................... 4
Legal Matters ............................................................... 5
Experts ..................................................................... 5
Statement on Indemnification ................................................ 6
<PAGE>
AVAILABLE INFORMATION
Enhanced Services Company, Inc. (the "Company") is subject to the
informational requirements of the Securities Exchange Act of 1934 (the "Exchange
Act"), and, in accordance therewith, files reports and other materials with the
Securities and Exchange Commission (the "Commission"). Reports, proxy statements
and other materials filed by the Company can be inspected and copied (at
prescribed rates) at the public reference facilities maintained by the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549. In addition, such
reports, proxy statements and other information can also be inspected and copied
at the offices of the National Association of Securities Dealers, Inc., 1735 K
Street, N.W., Washington, D.C. 20006.
The Company has filed with the Commission a Registration Statement on Form
S-8 (the "Registration Statement") under the Securities Act of 1933, as amended
(the "Act"), with respect to an aggregate of 65,000 shares of the Company's
Common Stock, which may be issued to Creative Business Strategies ("CBS"), a
consultant of the Company, upon the exercise of common stock purchase warrants
issued to said consultant, pursuant to a written consulting agreement. This
Prospectus does not contain all of the information set forth in the Registration
Statement, certain portions of which have been omitted as permitted by the rules
and regulations of the Commission. For further information with respect to the
Company and the shares of the Common Stock offered by this Prospectus, reference
is made to the Registration Statement, including the exhibits thereto.
Statements in this Prospectus as to any document are not necessarily complete,
and where any such document is an exhibit to the Registration Statement or is
incorporated by reference herein, each such statement is qualified in all
respects by the provisions of such exhibit or other document, to which reference
is hereby made, for a full statement of the provisions thereof. A copy of the
Registration Statement, with exhibits, may be obtained from the Commission's
office in Washington, D.C. (at the above address) upon payment of the fees
prescribed by the rules and regulations of the Commission, or examined there
without charges.
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INFORMATION INCORPORATED BY REFERENCE
The following documents filed with the SEC are incorporated herein by
reference:
1. The Company's latest Annual Report on Form 10-KSB for its fiscal
year ended November 30, 1996;
2. All other reports filed pursuant to Section 13 or 15(d) of the 1934
Act since the end of the fiscal year covered buy the Annual report
on Form 10-K referred to in paragraph 1 above; and
3. The description of the Common Stock contained in the Company's
registration statement on Form 10-SB, filed under section 12 of the
1934 Act including any amendment or report updating such
description.
All reports and other documents subsequently filed by the Company pursuant
to sections 13(a), 13(c), 14 and 15(d) of the 1934 Act prior to the termination
of the offering shall be deemed to be incorporated by reference herein and to be
a part hereof form the date of the filing of such reports and documents.
THE COMPANY HEREBY UNDERTAKES TO FURNISH WITHOUT CHARGE TO EACH PERSON TO
WHOM THIS PROSPECTUS IS DELIVERED, UPON WRITTEN OR ORAL REQUEST OF SUCH PERSON,
A COPY OF ANY OR ALL OF THE DOCUMENTS DESCRIBED ABOVE, OTHER THAN EXHIBITS TO
SUCH DOCUMENTS. REQUESTS SHOULD BE ADDRESSED TO MR. KENNETH DUCKMAN, PRESIDENT,
ENHANCED SERVICES COMPANY, INC., 16000 BARKERS POINT LANE, HOUSTON, TEXAS 77079,
TELEPHONE NUMBER (713) 556-5051.
THE COMPANY
The Company was incorporated under the laws of the State of Colorado on
March 16, 1987 as Crystal Venture Fund, Inc. The Company provides upgrade,
repair and maintenance and asset management services to users of portable
computers, as well as multimedia presentation development services. The
Company's principal executive offices are located at 16000 Barkers Point Lane,
Houston, Texas 77079, and its telephone number is (713) 556-5051.
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CREATIVE BUSINESS STRATEGIES, INC.
1997 CONSULTING AND WARRANT COMPENSATION AGREEMENT
Effective August 20, 1997, the Company and Creative Business Strategies,
Inc. ("CBS") entered into the Creative Business Strategies, Inc. 1997 Consulting
and Warrant Compensation Agreement (the "Agreement"). Under the terms of the
Agreement, CBS will consult with and advise the Company 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 August 20, 1997, and
will continue for a period of one year unless sooner terminated as provided
therein.
In consideration for its agreement to provide such services, pursuant to
the Agreement the Company issued to CBS, as a consulting fee, common stock
purchase warrant ("Warrants") to purchase an aggregate of 50,000 shares of the
Company's Common Stock, at exercise prices of $2.00, $2.50, $3.00 and $4.00 per
share, with respect to 12,500, 12,500, 12,500 and 12,500 shares, exercisable
from August 20, 1997, November 20, 1997, February 20, 1998 and May 20, 1998,
respectively, through August 19, 1998. The Company may, at its option,
accelerate the exercise dates for each such Warrant. In addition, pursuant to
the Agreement, the Company issued to CBS, as a consulting fee, a common stock
purchase warrant (also, a "Warrant") to purchase an additional 15,000 shares of
such common stock during the 12 month period ending August 19, 1999. at an
exercise price of 80% of the average trading price of said shares during the
three months ended August 20, 1998. The Warrants were issued as of August 20,
1997.
WARRANT TERMS AND PROVISIONS
All of the Warrants were issued pursuant to the Agreement and were not
issued pursuant to any program or plan being administered by either the Board of
Directors of the Company or any committee of the Board of Directors organized
for that purpose. A summary of terms of the Warrants follows:
(a) WARRANT EXERCISE PRICES. The Warrant exercise prices are set forth
above. The exercise prices of the Warrants were established by the
Board of Directors with reference to the range of the bid prices for
the Company's common stock as reported on the SmallCap Market of the
National Association of Securities Dealers, Inc. during August,
1997, when the Company and CBS concluded negotiations of the
Agreement, when such average price was in the $1.90 range.
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(b) TERM OF WARRANTS. The Warrants for 50,000 shares may be exercised in
whole or in part as to 12,500 shares from August 20, 1997, a further
12,500 shares from November 20, 1997, an additional 12,500 shares
from February 20, 1998, and a further additional 12,500 shares from
May 20, 1998, through August 19, 1998, and the Warrant for 15,000
shares may be exercised in whole or part from August 20, 1998
through August 19, 1999, unless the exercise date of a Warrant is
accelerated in writing by the Company or unless the expiration date
of a Warrant is extended by the Company in writing to a later date.
(c) MANNER OF EXERCISE. CBS may exercise all or any whole number of such
Warrants for cash during the term of a Warrant.
(d) TRANSFERABILITY. The Warrants are not transferable by CBS without
the Company's prior written approval.
(e) REDEMPTION. There are no redemption rights afforded to the Company
in connection with the Warrants.
(f) ADJUSTMENTS. The number of shares of Common Stock of the Company
purchasable upon exercise of the Warrants and the exercise price of
the Warrants are subject to adjustment upon the occurrence of
specified events primarily involving stock dividends, stock splits,
reorganizations, reclassifications, consolidations and mergers.
(g) NO RIGHT AS STOCKHOLDER. CBS is not, by virtue of ownership of the
Warrant, entitled to any rights whatsoever of a stockholder of the
Company.
FEDERAL INCOME TAX EFFECTS
A Warrant holder does not recognize taxable income on the date of the
grant of the Warrant, which is a non-statutory option, but recognizes ordinary
income generally at the date of exercise in the amount of the difference between
the Warrant exercise price and the fair market value of the common Stock on the
date of exercise. However, in the event that the holder is, or may become,
subject to the restrictions on resale of common stock under Section 16 of the
Securities Exchange Act of 1934, such person generally recognizes ordinary
income at the end of the six-month period following the date of exercise in the
amount of the difference between the option exercise price and the fair market
value of the common stock at the end of the six-month period. Nevertheless, such
holders may elect within 30 days after the date of exercise to recognize
ordinary income as of the date of exercise. The amount of ordinary income
recognized by the Warrant holder is deductible by the company in the year that
income is recognized. The foregoing is not intended to be
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a complete statement of applicable law and CBS should rely on its own legal
counsel with respect thereto.
RESTRICTIONS UNDER SECURITIES LAWS
The sale of any shares of Common Stock acquired upon the exercise of the
Warrants must be made in compliance with federal and state securities laws.
Officers, directors and 10% or greater stockholders of the Company, as well as
certain other persons or parties who may be deemed to be "affiliates" of the
Company under the Federal Securities Laws, should be aware that resales by
affiliates can only be made pursuant to an effective Registration Statement,
Rule 144 or any other applicable exemption. Officers, directors and 10% and
greater stockholders are also subject to the "short swing" profit rule of
Section 16(b) of the Securities Exchange Act of 1934. Section 16(b) of the
Exchange Act generally provides that if an officer, director or 10% and greater
stockholder sold any Common Stock of the Company acquired pursuant to the
exercise of a stock option, he would generally be required to pay any "profits"
resulting from the sale of the stock and receipt of the stock option. Section
16(b) exempts all warrant exercises from being treated as purchases and,
instead, treats a warrant grant as a purchase of the underlying security, which
grant purchase may be matched with any sale of the underlying security within
six months of the date of grant. The foregoing is not intended to be a complete
statement of applicable law and CBS should rely on its own legal counsel with
respect thereto.
TRANSFER AGENT
The Transfer Agent for the shares of common stock is the Corporate Stock
Transfer Co., 370 17th Street, Denver, Colorado 80202.
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LEGAL MATTERS
Certain legal matters in connection with the securities offered hereby are
being passed upon for the Company by Greenberger & Forman, 1370 Avenue of the
Americas, New York, New York 10019-4602, counsel to the Company.
EXPERTS
The audited consolidated financial statements of the Company incorporated
by reference in this Prospectus have been so incorporated in reliance on the
report of Schumacher & Associates, Inc., independent certified public
accountants, given on the authority of said firm as experts in auditing and
accounting.
STATEMENT ON INDEMNIFICATION
Under provisions of the Company's Amended and Restated Articles of
Incorporation, any person made a party to any lawsuit by reason of being a
director or officer of the Company, or any parent or subsidiary thereof, shall
be indemnified by the Company to the full extent authorized by the Colorado
Corporation Code, as amended. Said Code was repealed on July 1, 1994 and was
replaced by articles 101-117 of the Colorado Business Corporation Act.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or persons controlling the
Company pursuant to the foregoing provisions, the Company has been informed that
in the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act of 1933 and is
therefore unenforceable.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The documents listed in (a) through (c) below are incorporated by
reference in the Registration Statement. All documents subsequently filed by the
Registrant pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold shall be deemed
to be incorporated by reference in the Registration Statement and to be part
thereof from the date of filing of such documents.
(a) The Registrant's Annual Report on Form 10-KSB for the fiscal year
ended November 30, 1994 and the Registrant's effective registration
statement on Form 10-SB;
(b) All other reports filed pursuant to Section 13 or 15(d) of the
Exchange Act since the end of the fiscal year covered by the
Registrant's Form 10-KSB referred to in (a) above.
(c) The class of securities to be offered hereby is registered under
Section 12 of the Exchange Act. A description of the Registrant's
securities is set forth in Item 11 of its Form 10-SB which is
incorporated as a part of this Registration Statement.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
a. Article VIII of Registrant's Amended and Restated Articles of
Incorporation provides:
"The Corporation may and shall indemnify each director, officer and any employee
or agent of the Corporation, his heirs, executors and administrators, against
any and all expenses or liability reasonably incurred by him in connection with
any action, suit or proceeding to which he may be a party by reason of his being
or having been a director, officer, employee or agent of the Corporation to the
full extent required or permitted by the Colorado Corporation Code, as amended."
Said Code was repealed on July 1, 1994 and was replaced by articles 101-117 of
the Colorado Business Corporation Act.
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b. Article 109 of the Colorado Business Corporation Act provides that:
7-109-101. DEFINITIONS. As used in this article:
(1) "CORPORATION" includes any domestic or foreign predecessor entity of
the corporation in a merger, consolidation, or other transaction in which the
predecessor's existence ceased upon consummation of the transaction.
(2) "DIRECTOR" means an individual who is or was a director of a
corporation or an individual who, while a director of a corporation is or was
serving at the corporation's request as a director, officer, partner, trustee,
employee, fiduciary, or agent of another foreign or domestic corporation or
other person, or of an employee benefit plan. A director shall be considered to
be serving an employee benefit plan at the corporation's request if his duties
to the corporation also impose duties on or otherwise involve services by him to
the plan or to participants in or beneficiaries of the plan. "Director"
includes, unless the context requires otherwise, the estate or personal
representative of a director.
(3) "EXPENSES" includes counsel fees.
(4) "LIABILITY" means the obligation incurred with respect to a proceeding
to pay a judgment, settlement, penalty, fine including an excise tax assessed
with respect to an employee benefit plan, or reasonable expenses.
(5) "OFFICIAL CAPACITY", when used with respect to a director, means the
office of director in a corporation, and, when used with respect to a person
other than a director, as contemplated in Section 7- 109-107 means the office in
a corporation held by the officer or the employment or agency relationship
undertaken by the employee fiduciary, or agent on behalf of the corporation.
"Official capacity" does not include service for any other foreign or domestic
corporation or any other person or employee benefit plan.
(6) "PARTY" includes a person who was, is, or is threatened to be made a
named defendant or respondent in a proceeding.
(7) "PROCEEDING" means any threatened, pending or completed action, suit,
or proceeding, whether civil, criminal, administrative, or investigative and
whether formal or informal.
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7-109-102. AUTHORITY TO INDEMNIFY DIRECTORS. (1) Except as provided in
paragraph (4) of this section, a corporation may indemnify a person made a party
to a proceeding because the person is or was a director if:
(a) the person conducted himself in good faith;
(b) the person reasonably believed:
(I) In the case of conduct in an official capacity with the
corporation, that his conduct was in the corporation's best interests; or
(II) In all other cases, that his conduct was at least not opposed
to the corporation's best interests; and
(c) In the case of any criminal proceeding, he had no reasonable cause to
believe his conduct was unlawful.
(2) A director's conduct with respect to an employee benefit plan for a
purpose he reasonably believed to be in the interests of the participants in or
beneficiaries of the plan is conduct that satisfies the requirements of
subparagraph (II) of paragraph (b) of subsection (1) of this section. A
director's conduct with respect to an employee benefit plan for a purpose that
he did not reasonably believe to be in the interests of the participants in or
beneficiaries of the plan shall be deemed not to satisfy the requirements of
paragraph (a) of subsection (1) of this section.
(3) The termination of any proceeding by judgment, order, settlement, or
conviction, or upon a plea of nolo contendere or its equivalent, is not of
itself determinative that the director did not meet the standard of conduct
described in this section.
(4) A corporation may not indemnify a director under this section:
(a) In connection with a proceeding by or in the right of the corporation
in which the director was adjudged liable to the corporation; or
(b) In connection with any proceeding charging improper personal benefit
to the director, whether or not involving action in his official capacity, in
which he was adjudged liable on the basis that he derived an improper personal
benefit proceeding.
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(5) Indemnification permitted under this section in connection with a
proceeding by or in the right of a corporation is limited to reasonable expenses
incurred in connection with the proceeding.
7-109-103. MANDATORY INDEMNIFICATION OF DIRECTORS. Unless limited by its
articles of incorporation, a corporation shall indemnify a person who was wholly
successful, on the merits or otherwise, in defense of any proceeding to which he
was a party because the person is or was a director, against reasonable expenses
incurred by him in connection with the proceeding.
7-109-104. Advance of expenses to directors.
(1) A corporation may pay for or reimburse the reasonable expenses
incurred by a director who is a party to a proceeding in advance of the final
disposition of the proceeding if:
(a) The director furnishes the corporation a written affirmation of
his good-faith belief that he has met the standard of conduct
described in section 7-109-102;
(b) The director furnishes the corporation a written undertaking,
executed personally or on his behalf, to repay the advance if it is
determined that he did not meet such standard of conduct; and
(c) A determination is made that the facts then known to those
making the determination would not preclude indemnification under
this article.
(2) The undertaking required by paragraph (b) of subsection (1) of this
section shall be an unlimited general obligation of the director, but need not
be secured and may be accepted without reference to financial ability to make
repayment.
(3) Determinations and authorizations of payments under this section shall
be made in the manner specified in section 7-109-106.
7-109-105. COURT-ORDERED INDEMNIFICATION OF DIRECTORS. (1) Unless
otherwise provided in the articles of incorporation, a director who is or was a
party to a proceeding may apply for indemnification to the court conducting the
proceeding or to another court of competent jurisdiction. On receipt of an
application, the court, after giving any notice the court considers necessary,
may order indemnification in the following manner:
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(a) If it determines the director is entitled to mandatory indemnification
under section 7-109-103, the court shall order indemnification in which case the
court shall also order the corporation to pay the director's reasonable expenses
incurred to obtain court-ordered indemnification.
(b) If it determines that the director is fairly and reasonably entitled
to indemnification in view of all the relevant circumstances, whether or not he
met the standard of conduct set forth in section 7-109-102(1) or was adjudged
liable in the circumstances described in section 7-109-102(4), the court may
order such indemnification as the court deems proper; except that the
indemnification with respect to any proceeding in which liability shall have
been adjudged in the circumstances described in section 7-109-102(4) is limited
to reasonable expenses incurred in connection with the proceeding and reasonable
expenses incurred to obtain court-ordered indemnification.
7-109-106. DETERMINATION AND AUTHORIZATION OF INDEMNIFICATION OF
DIRECTORS. (1) A corporation may not indemnify a director under section
7-109-102 unless authorized in the specific case after a determination has been
made that indemnification of the director is permissible in the circumstances
because he has met the standard of conduct set forth in section 7-109-102. A
corporation shall not advance expenses to a director under section 7-109-104
unless authorized in the specific case after the written affirmation and
undertaking required by section 7-109-104(1)(a) and (1)(b) are received and the
determination required by Section 7-109-104(1)(c) has been made.
(2) The determinations required to be made by subsection (1) of this
section shall be made:
(a) By the board of directors by a majority vote of those present at
a meeting where a quorum is present, which quorum shall consist of
directors not parties to the proceeding or;
(b) If a quorum cannot be obtained, by a majority vote of a
committee of the board designated by the board, which committee
shall consist of two or more directors not parties to the
proceeding; except that directors who are parties to the proceeding
may participate in the designation of directors for the committee.
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(3) If a quorum cannot be obtained and the committee cannot be established
under paragraph (b) of this section, or even if a quorum is obtained or a
committee designated, if a majority of the directors constituting such quorum or
committee so directs, the determination required to be made by subsection (1)
shall be made:
(a) By independent legal counsel selected by a vote of the board of
directors or the committee in the manner specified in paragraph (a)
or (b) of subsection (2) of this section or, if a quorum of the full
board cannot be obtained and a committee cannot be established, by
independent legal counsel selected by a majority vote of the full
board; or
(b) By the shareholders.
(4) Authorization of indemnification and evaluation as to reasonableness
of expenses shall be made in the same manner as the determination that
indemnification is permissible; except that, if the determination that
indemnification is permissible is made by independent legal counsel,
authorization of indemnification and evaluation as to reasonableness of expenses
shall be made by the body that selected said counsel.
7-109-107. INDEMNIFICATION OF OFFICERS, EMPLOYEES, FIDUCIARIES, AND
AGENTS. Unless otherwise provided in the articles of incorporation:
(a) An officer is entitled to mandatory indemnification pursuant to
section 7-109-103 of this section and is entitled to apply for court-ordered
indemnification pursuant to section 7-109-105 in each case to the same extent as
a director;
(b) A corporation may indemnify or advance expenses to an officer,
employee, fiduciary or agent of the corporation who is not a director to the
same extent as to a director; and
(c) A corporation may also indemnify and advance expenses to an officer,
employee, fiduciary or agent of the corporation who is not a director to a
greater extent if not inconsistent with public policy, and if provided for by
its bylaws, general or specification of its shareholders or directors, or in a
contract.
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7-109-108. INSURANCE. A corporation may purchase and maintain insurance on
behalf of a person who is or was a director, officer, employee, fiduciary, or
agent of the corporation and who, while a director, officer, employee,
fiduciary, or agent of the corporation is or was serving at the request of the
corporation as a director, officer, partner, trustee, employee, fiduciary, or
agent of any other foreign or domestic corporation or other person or of an
employee benefit plan, against any liability asserted against or incurred by him
in any such capacity or arising out of his status as such, whether or not the
corporation would have the power to indemnify him against the same liability
under 7-109-102, 7-109-103, or 7-109-107. Any such insurance may be procured
from any insurance company designated by the board of directors, whether such
insurance company is formed under the laws of this state or any other
jurisdiction of the United States or elsewhere, including any insurance company
in which the corporation has an equity or any other interest through stock
ownership or otherwise.
7-109-109. LIMITATION OF INDEMNIFICATION OF DIRECTORS. (1) a provision
treating a corporation's indemnification of, or advance of expenses to,
directors that is contained in its articles of incorporation or bylaws, in a
resolution of its shareholders or board of directors, or in a contract, except
an insurance policy, or otherwise, is valid only to the extent the provision is
not inconsistent with sections 7-109-101 to 7-109- 108. If the articles of
incorporation limit indemnification or advance of expenses, indemnification and
advance of expenses are valid only to the extent not inconsistent with the
articles of incorporation.
(2) Sections 7-109-101 to 7-109-108 do not limit a corporation's power to
pay or reimburse expenses incurred by a director in connection with an
appearance as a witness in a proceeding at a time when he or she has not been
made a named defendant or respondent in the proceeding.
7-109-110. NOTICE TO SHAREHOLDERS OF INDEMNIFICATION OF DIRECTOR. If a
corporation indemnifies or advances expenses to a director under this article in
connection with a proceeding by or in the right of the corporation, the
corporation shall give written notice of the indemnification or advance to the
shareholders with or before the notice of the next shareholders' meeting. If the
next shareholder action is taken without a meeting at the instigation of the
board of directors, such notice shall be given to the shareholders at or before
the time the first shareholder signs a writing consenting to such action.
c. Article 108 of the Colorado Business Corporation Act provides as
follows:
II-7
<PAGE>
7-108-402. LIMITATION OF CERTAIN LIABILITIES OF DIRECTORS AND OFFICERS (1)
If so provided in the articles of incorporation, the corporation shall eliminate
or limit the personal liability of a director to the corporation or to its
shareholders for monetary damages for breach of fiduciary duty as a director;
except that any such provision shall not eliminate or limit the liability of a
director to the corporation or to its shareholders for monetary damages for any
breach of the director's duty of loyalty to the corporation or to its
shareholders, acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, acts specified in section 7-108-403,
or any transaction from which the director directly or indirectly derived an
improper personal benefit. No such provision shall eliminate or limit the
liability of a director to the corporation or to its shareholders for monetary
damages for any act or omission occurring before the date when such provision
becomes effective.
(2) No director or officer shall be personally liable for any injury to
person or property arising out of a tort committed by an employee unless such
director or officer was personally involved in the situation giving rise to the
litigation or unless such director or officer committed a criminal offense in
connection with such situation. The protection afforded in this subsection (2)
shall not restrict other common-law protections and rights that a director or
officer may have. This subsection (2) shall not restrict the corporation's right
to eliminate or limit the personal liability of a director to the corporation or
to its shareholders for monetary damages for breach of fiduciary duty as a
director as provided in subsection (1) of this section.
II-8
<PAGE>
Item 8. EXHIBITS.
The following documents are filed as Exhibits to this Registration
Statement:
4(a) -- Creative Business Strategies, Inc. 1997 Consulting and Warrant
Compensation Agreement, and forms of Warrants
5 -- Opinion of Greenberger & Forman as to the validity of the shares
being registered
24.1 -- Consent of Greenberger & Forman
24.2 -- Consent of Schumacher & Associates, Inc., Certified Public
Accountants
25 -- Power of Attorney (following signature page of Registration
Statement)
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:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933 (the "Act");
(ii) to reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in 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;
Provided, however, that paragraphs (i) and (ii) shall not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 of Section 15(d) of the Exchange Act that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any liability under the Act, each
such post-effective amendment shall be deemed to be a new
II-9
<PAGE>
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 the purposes of determining any liability under the Act,
each filing of the registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act 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) Insofar as indemnification for liabilities arising under the Act may
be permitted to directors, officers and controlling persons of the registrant
pursuant to the provisions described in Item 6 or otherwise, the registrant has
been advised that in the opinion of the 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 of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
II-10
<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
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 Houston, State of Texas, on the 10th day of
September, 1997.
Enhanced Services Company, Inc.
(Registrant)
By:/s/ KENNETH DUCKMAN
Kenneth Duckman, President
and Chief Executive Officer
By:/s/ROBERT SMITH
Robert Smith,
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, the
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
Signature Capacity Date
- --------- -------- ----
/s/MICHAEL BERNARD
Michael Bernard Director September 10, 1997
/s/KENNETH DUCKMAN
Kenneth Duckman Director September 10, 1997
/s/JOHN MEANEY
John Meaney Director September 10, 1997
/s/BILL S. MURSKI
Bill S. Murski Director September 9, 1997
/s/BERTRAM PARISER, PH.D.
Bertram Pariser, Ph.D. Director September 11, 1997
/s/RALPH LABARGE
Ralph LaBarge Director September 11, 1997
II-11
<PAGE>
EXHIBIT 25
POWER OF ATTORNEY
We, the undersigned officers and directors of ENHANCED SERVICES COMPANY,
INC., hereby severally constitute and appoint Bertram Pariser, Ph.D., and
Kenneth Duckman and each of them (with full power to each of them to act alone),
our true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for us and in our stead, to sign any and all
amendments (including post-effective amendments) to this Registration Statement
and all documents relating thereto, 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 and agent, full power
and authority to do and perform each and every act and thing necessary or
advisable to be done in connection therewith, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, or their substitutes,
may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, we have executed this instrument on the dates set
forth below.
Date: September,10,1997 /s/Michael Bernard
MICHAEL BERNARD
Date: September 10, 1997 /s/Kenneth Duckman
KENNETH DUCKMAN
Date: September 10, 1997 /s/John Meaney
JOHN MEANEY
Date: September 9, 1997 Bill S. Murski
BILL S. MURSKI
Date: September 11, 1997 /s/Bertram Pariser
BERTRAM PARISER, Ph.D.
Date: September 11, 1997 Ralph LaBarge
RALPH LABARGE
II-12
<PAGE>
INDEX TO EXHIBITS
-----------------
NO. EXHIBIT PAGE
4(a) Creative Business Strategies, Inc. 1997 Consulting and II-14-34
Warrant Compensation Agreement and Form of Warrant
5 Opinion of Greenberger & Forman as to the validity of the II-35-36
shares being registered
24.1 Consent of Greenberger & Forman II-37
24.2 Consent of Schumacher & Associates, Inc., Certified Public II-38
Accountants
25 Power of Attorney (following signature page of II-12
Registration Statement)
II-13
EXHIBIT 4(a)
CONSULTING AGREEMENT
This Agreement is made and entered into this 20th day of August, 1997, by and
between CREATIVE BUSINESS STRATEGIES, INC., 5353 Manhattan Circle, Suite 201,
Boulder, Colorado 80303 (the "Consultant"), and Enhanced Services, Inc. (the
"Company"), with its principal place of business located at 16000 Barker's Point
Lane, Houston, TX 77079.
R E C I T A L S
WHEREAS, the Consultant, through its partners and affiliates, has broad
experience in providing technical and economic advice concerning business
development; and the Consultant is willing to consult with the Company and
render advice to the Company to achieve the Company's goals through various
business combinations including, but not limited to, mergers/acquisitions, joint
ventures, licensing, and corporate partnerships; and through its associates,
management information systems, operating systems, financial controls, and
strategic planning.
WHEREAS, the Company desires to obtain such services from Consultant and
the Company agrees to provide compensation for such services to Consultant
pursuant to the terms contained herein below.
NOW, THEREFORE, the parties do hereinafter agree as follows:
1. DUTIES OF CONSULTANT. The Company hereby retains the Consultant to
perform those duties delineated below and Consultant agrees to perform the
following activities on behalf of the Company:
(a) Revise and make recommendations to the Company's business plan and
to prepare a summary of said plan, if deemed necessary by Consultant and
Company;
(b) Assist in analysis of the Company's financial statements, their
form and content;
(c) Analyze existing corporate organization and structure. Make
recommendations to the Company's management regarding acquisitions, mergers, and
through its associates, management information systems, operating systems,
financial controls, and strategic planning.
These specific objectives may be altered, modified or revised based on
Company's needs or new developments. Said services shall not relate to any
capital raising transaction.
<PAGE>
2. COMPENSATION OF CONSULTANT.
(a) In consideration for the services to be provided by Consultant
pursuant to this Agreement, the Company will issue Consultant Common Stock
Purchase Warrants representing the right to acquire up to 65,000 shares of the
Company's common stock at an exercise price and vesting schedule as follows:
WARRANTS EXERCISE DATE STRIKE PRICE
12,500 Commencement of Contract $2.00
12,500 3 months from Commencement 2.50
12,500 6 months from Commencement 3.00
12,500 9 months from Commencement 4.00
15,000 12 months from Commencement 80% of average trading
price during the final
3 months of contract
The shares underlying said option shall be registered for a period of one year
from the effective registration date pursuant to Form S-8 or other applicable
registration form by the Company at its expense within ten (10) days of the date
of this Agreement.
(b) In connection with the preparation and filing of the Registration
Statement, the Company agrees to (i) use its bests efforts to cause such
Registration Statement to become and remain effective; (ii) prepare and file
with the SEC such amendments and supplements to such Registration Statement as
may be necessary to keep such Registration Statement effective for the entire
period warrants remain outstanding; (iii) furnish to the Consultant such number
of copies of a prospectus, in conformity with the requirements of the Act, and
such other documents as Consultant may reasonably request in order to facilitate
the disposition of the shares of Common Stock; and (iv) use its best efforts, at
the Consultant's request, to register and qualify the shares of such states that
Consultant gives notice to the Company, provided, however, that the Company
shall not be required in connection therewith to (i) qualify generally to do
business in any jurisdiction where it would not otherwise be required to
qualify, (ii) subject itself to any tax or obligation to collect any tax in any
such jurisdiction, or (iii) consent to general services or process in such
jurisdiction. The Consultant agrees to cooperate in all reasonable respects with
the preparation and filing of the Registration Statement.
(c) All fees and other expenses incurred in connection with the
registration of the shares of Common Stock underlying the Warrants shall be
borne by the Company, including, without limitation, fees of the Company's legal
counsel, Securities and Exchange Commission filing fees, printing costs,
accounting fees and costs, transfer agent fees and any other miscellaneous costs
and disbursements. The Consultant shall be liable for any and all underwriting
discounts, brokerage commissions or other fees or expenses incurred in
connection with the sale or other disposition by the Consultant of the shares of
Common Stock covered by the Registration Statement.
(d) To the extent permitted by law, the Company will indemnify and hold
harmless Consultant, including its officers, directors, employees, agents, and
representatives, against any losses, claims, damages, liabilities, or expenses,
including without limitation attorney's fees and disbursements, to which
Consultant may become subject under the Act to the extent that such losses,
claims, damages or liabilities arise out of or are based upon any violation by
the Company of the Act or under the Securities Exchange Act of 1934, or any rule
or regulation promulgated thereunder applicable to the Company, or arises out of
or are based upon any untrue or alleged untrue statement of any material fact
contained in the Registration Statement, or arise out of or are based upon the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading, or
arise out of any violation by the Company of any rule or regulation promulgated
under the Act applicable to the Company and relating to action or inaction
required of the Company in connection with such Registration Statement;
provided, however, that such indemnity contained in this paragraph shall not
apply to any loss, damage or liability to the extent that same arises out of or
is based upon an untrue statement or omission made in connection with such
Registration Statement in reliance upon and in conformity with information
furnished in writing expressly for use in connection with such Registration
Statement by Consultant.
(e) Consultant shall receive an additional fee, equal to 5% of the total
value of any merger, other acquisition, or transaction completed by Company with
a party that was referred by Consultant, including any cash, debt assumed,
notes, stock, or property, and all deferred payments, whether or not contingent
on future earnings, resulting from the transaction during the 12 months
following the closing of such a transaction.
(f) Company agrees that it is solely responsible for any compensation to
Consultant pursuant to paragraph 2(e). In the event CBS agrees to take
securities or other non-cash compensation, the Company agrees to pay CBS an
amount in cash sufficient to pay CBS's taxes on said compensation.
(g) It is specifically acknowledged and understood by the parties hereto
that Consultant is not a licensed broker-dealer, is not licensed by the National
Association of Securities Dealers, Inc. ("NASD"), or any other state or federal
agency, nor is Consultant engaged in fund raising activities for its own account
or for the account of others.
3. PROCEDURE FOR PAYMENT OF CONSULTING FEES. Except for the issuance of
the warrants as described above, all fees and other compensation due Consultant
herein shall be tendered at the closing of the applicable merger or other
transaction in certified funds. Prior to such closing, the company shall provide
written instructions to the closing agent (i.e. bank, investment banking entity,
attorney, or such other entity which is responsible for arranging such closing
and disseminating applicable funds to the Company), which shall include a
complete description of the compensation due Consultant herein. A copy of such
instructions shall also be provided to Consultant and Consultant shall confirm
the balance of compensation due to it by providing written confirmation to such
closing agent prior to closing. In the event Consultant and Company do not agree
in writing on said compensation prior to closing, then Company agrees not to
complete said closing.
4. PAYMENT OF CONSIDERATION AFTER TERMINATION. The Company agrees, in
return for an introduction that results in any business transaction acceptable
to the Company with a party referred by Consultant, or any other source that can
be directly or indirectly tracked back to an introduction from Consultant, that
Company will compensate Consultant per paragraph 2 above. If this agreement is
terminated by either party and any relevant merger, acquisition or transaction
is consummated, under contract or negotiation with any directly or indirectly
referred party by the Company within twenty-four (24) months after such
termination, the Company hereby acknowledges that Consultant shall be entitled
to all compensation due herein.
5. OBLIGATIONS OF COMPANY. The Company will provide Consultant with
copies of all correspondence exchanged between Company and any third party
referred by Consultant, either directly or indirectly, and Company will, in
general, keep Consultant apprised in a timely fashion of the nature of any such
proposed transactions between Company and any third party referred or introduced
by Consultant.
6. PRIOR RELATIONSHIPS. This Agreement will not apply to a candidate
which Consultant refers to Company if Company is currently engaged in
negotiations prior to Consultant's referral. Company will notify Consultant in
writing within three (3) days of any proposed introduction Consultant makes to
Company with which Company is currently negotiating.
7. RESTRICTIVE COVENANTS. The following restrictive convenants shall be
in full force and effect for a period of two (2) years after this Agreement has
been terminated:
(a) Consultant will take all action necessary to insure that all
information provided by the Company to Consultant shall be kept in strictest
confidence by Consultant; and
(b) During the term of this restrictive covenant, Consultant agrees not
to, directly or indirectly, solicit any of the Company's clients for any other
entity other than on behalf of the Company.
8. MANDATORY ARBITRATION. Any controversy or claim arising out of or
relating to this Agreement, or the breach thereof, shall be settled by
arbitration in accordance with the Commercial Arbitration Rules of the American
Arbitration Association, and judgment upon the award rendered by the
arbitrator(s) may be entered in any court having jurisdiction thereof. In the
event Consultant utilizes an attorney in order to collect its fees and
Consultant prevails then the Company shall reimburse Consultant for the costs of
said action including but not limited to reasonable attorneys fees.
9. TERM. The initial term of this Agreement is for a twelve (12) month
period and may be terminated by either party upon thirty (30) days advance
written notice to the other party prior to the expiration of this primary term.
Otherwise, this Agreement shall renew itself for an additional term of like
duration. Termination of this Agreement shall not terminate Consultant's fee or
stock compensation, if earned during the period of this Agreement.
10. AUTHORITY TO ACT. The Company hereby represents and warrants that
the individual who executes this Agreement on behalf of the Company has been
granted the requisite authority to do so by the Company.
11. INDEMNIFICATION. Company will indemnify and hold Consultant and its
employees harmless from any and all claims arising from its activities as
financial consultant to Company, except in the event the actions or inactions of
the Consultant are deemed to involve gross negligence. Such indemnification
shall include, but not be limited to, Consultant's attorneys fees.
12. NOTICE. Any notice required hereunder shall be complete upon
certified mailing to that party at the address appearing herein, or at the
address which shall from time to time be provided to the other party. The
parties shall notify the other of any alteration or change in address
hereinafter occurring.
13. COUNTERPARTS. This Agreement may be executed in multiple
counterparts. Each executed counterpart shall be considered an original, and
taken together, shall constitute one and the same document. Any signature,
notice or other communication with respect to the subject matter hereof may be
given by telex, telecopy or other facsimile transmission and relied upon to the
same extent as if it were an original.
<PAGE>
14. SEVERABILITY. If any provision, paragraph or subparagraph of this
Agreement is adjudged by any court to be void or unenforceable in whole or in
part, this adjudication shall not affect the validity of the remainder of the
Agreement, including any other provision, paragraph or subparagraph. Each
provision, paragraph or subparagraph of this Agreement is separable from every
other provision, paragraph and subparagraph and constitutes a separate and
distinct covenant.
15. GOVERNING LAW. This Agreement shall be subject to and governed by
the laws of the State of Colorado.
16. AMENDMENT. This Agreement may only be amended in writing, duly
endorsed by the parties hereto.
IN WITNESS WHEREOF the parties have executed this Agreement, effective
the date first written above.
COMPANY: ENHANCED SERVICES, INC.
CONSULTANT: CREATIVE BUSINESS STRATEGIES, INC.
By: Ken Duckman By: Sanford L. Schwartz
Title:President Title: Chairman
<PAGE>
ENHANCED SERVICES COMPANY, INC.
WARRANT CERTIFICATE
Warrant No. 97-5 Warrant for 12,500 shares of Common Stock,
$.001 par value
THIS WARRANT CERTIFIES THAT, for value received,) Creative Business
Strategies, Inc., Boulder, Colorado ("CBS"), is the registered owner of a
Warrant entitling CBS, subject to the terms and conditions hereinafter set
forth, to subscribe for, purchase and receive 12,500 fully paid and
non-assessable shares of Common Stock, $.001 par value (the "Common Stock"), of
Enhanced Services Company, Inc., a Colorado corporation (the "Company"), subject
to modification and adjustment as set forth herein, upon the presentation and
surrender of this Warrant Certificate at any time prior to the Expiration Date
(as hereinafter defined), at the business office of the Company, and upon
payment therefor of the exercise price ("Exercise Price") of $2.00 per share of
Common Stock, subject to modification and adjustment as set forth herein. If the
rights represented hereby shall not be exercised at or before the Expiration
Date, this Warrant shall become and be void without further force or effect, and
all rights represented hereby shall cease and expire.
This Warrant Certificate and the Warrant represented thereby are issued
pursuant to, and is subject in all respects to the terms and conditions set
forth in the Wall Street Financial 1997 Consulting and Warrant Compensation
Agreement between the Company and CBS dated August 20, 1997 (the "Agreement"),
to which reference is hereby made for the provisions hereof. Unless the context
indicates otherwise, capitalized terms used herein without definition shall have
the meaning ascribed to them in the Agreement.
<PAGE>
II-26
1. TERM OF WARRANT. The rights evidenced by this Warrant Certificate may
be exercised in whole or in part at any time, commencing upon the issuance
hereof and ending at 5:00 o'clock p.m., Central Time on August 19, 1998 unless
the Company agrees in writing to a later date ("Expiration Date"), except that,
the Warrants shall terminate in the event that the Agreement is terminated for
Cause.
2. ADJUSTMENTS OF EXERCISE PRICE AND SHARES. If, and to the extent that,
the number of issued shares of Common Stock of the Company shall be increased or
reduced by change in par value, split up, reclassification, distribution of a
dividend payable in stock, or the like, the number of shares subject to the
Warrant and the exercise price per share shall be proportionately adjusted. If
the Company is reorganized or consolidated or merged with another corporation,
CBS shall be entitled to receive warrants covering shares of such reorganized,
consolidated or merged company in the same proportion, at an equivalent price
and subject to the same conditions as the Warrant. Upon the happening of any
event requiring an adjustment of the exercise price or the number of shares
subject to this Warrant hereunder, the Company shall forthwith give written
notice thereto to CBS stating the adjusted exercise price and the adjusted
number of shares purchasable upon the exercise hereof resulting from such event
and setting forth in reasonable detail the method of calculation and the facts
upon which such calculation is based.
3. MANNER OF EXERCISE. CBS may exercise all or any whole number of such
Warrants prior to the Expiration Date in the manner stated herein. CBS must
provide the Company with not less than two (2) business days' prior written
notice prior to the exercise of any of the Warrant. The Exercise Price shall be
payable in lawful money of the United States of America. On exercise, this
Warrant Certificate, together with the purchase form provided herein duly
executed by CBS, plus payment of the Exercise Price in cash or by certified
check payable to the order of the Company, shall be surrendered to the Company.
Upon partial exercise of the rights evidenced by this Warrant Certificate, there
shall be issued to CBS a new Warrant Certificate evidencing any unexercised
rights.
4. RESERVATION OF COMMON STOCK. The Company agrees that the number of
shares of Common Stock sufficient to provide for the exercise of the Warrant
upon the basis herein set forth will at all times during the term of this
Warrant be reserved for the exercise thereof.
<PAGE>
5. ISSUANCE OF COMMON STOCK UPON EXERCISE. The Company, at its expense,
shall cause to be issued, as soon as practicable, but not later than ten (10)
days after exercise of this Warrant, a certificate or certificates in the name
of CBS reflecting the number of shares of Common Stock to which CBS is entitled
upon such exercise. All shares of Common Stock or other securities delivered
upon the exercise of the Warrants shall be validly issued, fully paid and
non-assessable.
6. NO RIGHT AS STOCKHOLDER. CBS is not, by virtue of ownership of the
Warrant, entitled to any rights whatsoever of a stockholder of the Company.
7. REDEMPTION. The Company shall not have the right to redeem this
Warrant.
8. ASSIGNMENT. This Warrant MAY NOT be transferred or assigned by CBS
without the Company's prior written approval (which, in its absolute discretion,
it may decline), and any purported transfer or assignment made without the
Company's prior written approval shall be void.
ENHANCED SERVICES COMPANY, INC.
Date: August 20, 1997 By: _________________________________
Kenneth Duckman, President
<PAGE>
ENHANCED SERVICES COMPANY, INC.
WARRANT CERTIFICATE
Warrant No. 97-6 Warrant for 12,500 shares of Common Stock,
$.001 par value
THIS WARRANT CERTIFIES THAT, for value received,) Creative Business
Strategies, Inc., Boulder, Colorado ("CBS"), is the registered owner of a
Warrant entitling CBS, subject to the terms and conditions hereinafter set
forth, to subscribe for, purchase and receive 12,500 fully paid and
non-assessable shares of Common Stock, $.001 par value (the "Common Stock"), of
Enhanced Services Company, Inc., a Colorado corporation (the "Company"), subject
to modification and adjustment as set forth herein, upon the presentation and
surrender of this Warrant Certificate at any time prior to the Expiration Date
(as hereinafter defined), at the business office of the Company, and upon
payment therefor of the exercise price ("Exercise Price") of $2.50 per share of
Common Stock, subject to modification and adjustment as set forth herein. If the
rights represented hereby shall not be exercised at or before the Expiration
Date, this Warrant shall become and be void without further force or effect, and
all rights represented hereby shall cease and expire.
This Warrant Certificate and the Warrant represented thereby are issued
pursuant to, and is subject in all respects to the terms and conditions set
forth in the Wall Street Financial 1997 Consulting and Warrant Compensation
Agreement between the Company and CBS dated August 20, 1997 (the "Agreement"),
to which reference is hereby made for the provisions hereof. Unless the context
indicates otherwise, capitalized terms used herein without definition shall have
the meaning ascribed to them in the Agreement.
1. TERM OF WARRANT. The rights evidenced by this Warrant Certificate
may be exercised in whole or in part at any time, commencing November 20, 1997
and ending at 5:00 o'clock p.m., Central Time on August 19, 1998 unless the
Company agrees in writing to a later date ("Expiration Date"), except that, the
<PAGE>
Warrants shall terminate in the event that the Agreement is terminated for
Cause.
2. ADJUSTMENTS OF EXERCISE PRICE AND SHARES. If, and to the extent that,
the number of issued shares of Common Stock of the Company shall be increased or
reduced by change in par value, split up, reclassification, distribution of a
dividend payable in stock, or the like, the number of shares subject to the
Warrant and the exercise price per share shall be proportionately adjusted. If
the Company is reorganized or consolidated or merged with another corporation,
CBS shall be entitled to receive warrants covering shares of such reorganized,
consolidated or merged company in the same proportion, at an equivalent price
and subject to the same conditions as the Warrant. Upon the happening of any
event requiring an adjustment of the exercise price or the number of shares
subject to this Warrant hereunder, the Company shall forthwith give written
notice thereto to CBS stating the adjusted exercise price and the adjusted
number of shares purchasable upon the exercise hereof resulting from such event
and setting forth in reasonable detail the method of calculation and the facts
upon which such calculation is based.
3. MANNER OF EXERCISE. CBS may exercise all or any whole number of such
Warrants prior to the Expiration Date in the manner stated herein. CBS must
provide the Company with not less than two (2) business days' prior written
notice prior to the exercise of any of the Warrant. The Exercise Price shall be
payable in lawful money of the United States of America. On exercise, this
Warrant Certificate, together with the purchase form provided herein duly
executed by CBS, plus payment of the Exercise Price in cash or by certified
check payable to the order of the Company, shall be surrendered to the Company.
Upon partial exercise of the rights evidenced by this Warrant Certificate, there
shall be issued to CBS a new Warrant Certificate evidencing any unexercised
rights.
4. RESERVATION OF COMMON STOCK. The Company agrees that the number of
shares of Common Stock sufficient to provide for the exercise of the Warrant
upon the basis herein set forth will at all times during the term of this
Warrant be reserved for the exercise thereof.
5. ISSUANCE OF COMMON STOCK UPON EXERCISE. The Company, at its expense,
shall cause to be issued, as soon as practicable, but
<PAGE>
not later than ten (10) days after exercise of this Warrant, a certificate or
certificates in the name of CBS reflecting the number of shares of Common Stock
to which CBS is entitled upon such exercise. All shares of Common Stock or other
securities delivered upon the exercise of the Warrants shall be validly issued,
fully paid and non-assessable.
6. NO RIGHT AS STOCKHOLDER. CBS is not, by virtue of ownership of the
Warrant, entitled to any rights whatsoever of a stockholder of the Company.
7. REDEMPTION. The Company shall not have the right to redeem this
Warrant.
8. ASSIGNMENT. This Warrant MAY NOT be transferred or assigned by CBS
without the Company's prior written approval (which, in its absolute discretion,
it may decline), and any purported transfer or assignment made without the
Company's prior written approval shall be void.
ENHANCED SERVICES COMPANY, INC.
Date: August 20, 1997 By: _________________________________
Kenneth Duckman, President
<PAGE>
ENHANCED SERVICES COMPANY, INC.
WARRANT CERTIFICATE
Warrant No. 97-7 Warrant for 12,500 shares of Common Stock,
$.001 par value
THIS WARRANT CERTIFIES THAT, for value received,) Creative Business
Strategies, Inc., Boulder, Colorado ("CBS"), is the registered owner of a
Warrant entitling CBS, subject to the terms and conditions hereinafter set
forth, to subscribe for, purchase and receive 12,500 fully paid and
non-assessable shares of Common Stock, $.001 par value (the "Common Stock"), of
Enhanced Services Company, Inc., a Colorado corporation (the "Company"), subject
to modification and adjustment as set forth herein, upon the presentation and
surrender of this Warrant Certificate at any time prior to the Expiration Date
(as hereinafter defined), at the business office of the Company, and upon
payment therefor of the exercise price ("Exercise Price") of $3.00 per share of
Common Stock, subject to modification and adjustment as set forth herein. If the
rights represented hereby shall not be exercised at or before the Expiration
Date, this Warrant shall become and be void without further force or effect, and
all rights represented hereby shall cease and expire.
This Warrant Certificate and the Warrant represented thereby are issued
pursuant to, and is subject in all respects to the terms and conditions set
forth in the Wall Street Financial 1997 Consulting and Warrant Compensation
Agreement between the Company and CBS dated August 20, 1997 (the "Agreement"),
to which reference is hereby made for the provisions hereof. Unless the context
indicates otherwise, capitalized terms used herein without definition shall have
the meaning ascribed to them in the Agreement.
<PAGE>
II-32
1. TERM OF WARRANT. The rights evidenced by this Warrant Certificate may
be exercised in whole or in part at any time, commencing February 20, 1998 and
ending at 5:00 o'clock p.m., Central Time on August 19, 1998 unless the Company
agrees in writing to a later date ("Expiration Date"), except that, the Warrants
shall terminate in the event that the Agreement is terminated for Cause.
2. ADJUSTMENTS OF EXERCISE PRICE AND SHARES. If, and to the extent that,
the number of issued shares of Common Stock of the Company shall be increased or
reduced by change in par value, split up, reclassification, distribution of a
dividend payable in stock, or the like, the number of shares subject to the
Warrant and the exercise price per share shall be proportionately adjusted. If
the Company is reorganized or consolidated or merged with another corporation,
CBS shall be entitled to receive warrants covering shares of such reorganized,
consolidated or merged company in the same proportion, at an equivalent price
and subject to the same conditions as the Warrant. Upon the happening of any
event requiring an adjustment of the exercise price or the number of shares
subject to this Warrant hereunder, the Company shall forthwith give written
notice thereto to CBS stating the adjusted exercise price and the adjusted
number of shares purchasable upon the exercise hereof resulting from such event
and setting forth in reasonable detail the method of calculation and the facts
upon which such calculation is based.
3. MANNER OF EXERCISE. CBS may exercise all or any whole number of such
Warrants prior to the Expiration Date in the manner stated herein. CBS must
provide the Company with not less than two (2) business days' prior written
notice prior to the exercise of any of the Warrant. The Exercise Price shall be
payable in lawful money of the United States of America. On exercise, this
Warrant Certificate, together with the purchase form provided herein duly
executed by CBS, plus payment of the Exercise Price in cash or by certified
check payable to the order of the Company, shall be surrendered to the Company.
Upon partial exercise of the rights evidenced by this Warrant Certificate, there
shall be issued to CBS a new Warrant Certificate evidencing any unexercised
rights.
4. RESERVATION OF COMMON STOCK. The Company agrees that the number of
shares of Common Stock sufficient to provide for the exercise of the Warrant
upon the basis herein set forth will at all times during the term of this
Warrant be reserved for the exercise thereof.
<PAGE>
5. ISSUANCE OF COMMON STOCK UPON EXERCISE. The Company, at its expense,
shall cause to be issued, as soon as practicable, but not later than ten (10)
days after exercise of this Warrant, a certificate or certificates in the name
of CBS reflecting the number of shares of Common Stock to which CBS is entitled
upon such exercise. All shares of Common Stock or other securities delivered
upon the exercise of the Warrants shall be validly issued, fully paid and
non-assessable.
6. NO RIGHT AS STOCKHOLDER. CBS is not, by virtue of ownership of the
Warrant, entitled to any rights whatsoever of a stockholder of the Company.
7. REDEMPTION. The Company shall not have the right to redeem this
Warrant.
8. ASSIGNMENT. This Warrant MAY NOT be transferred or assigned by CBS
without the Company's prior written approval (which, in its absolute discretion,
it may decline), and any purported transfer or assignment made without the
Company's prior written approval shall be void.
ENHANCED SERVICES COMPANY, INC.
Date: August 20, 1997 By: _________________________________
Kenneth Duckman, President
<PAGE>
ENHANCED SERVICES COMPANY, INC.
WARRANT CERTIFICATE
Warrant No. 97-8 Warrant for 12,500 shares of Common Stock,
$.001 par value
THIS WARRANT CERTIFIES THAT, for value received,) Creative Business
Strategies, Inc., Boulder, Colorado ("CBS"), is the registered owner of a
Warrant entitling CBS, subject to the terms and conditions hereinafter set
forth, to subscribe for, purchase and receive 12,500 fully paid and
non-assessable shares of Common Stock, $.001 par value (the "Common Stock"), of
Enhanced Services Company, Inc., a Colorado corporation (the "Company"), subject
to modification and adjustment as set forth herein, upon the presentation and
surrender of this Warrant Certificate at any time prior to the Expiration Date
(as hereinafter defined), at the business office of the Company, and upon
payment therefor of the exercise price ("Exercise Price") of $4.00 per share of
Common Stock, subject to modification and adjustment as set forth herein. If the
rights represented hereby shall not be exercised at or before the Expiration
Date, this Warrant shall become and be void without further force or effect, and
all rights represented hereby shall cease and expire.
This Warrant Certificate and the Warrant represented thereby are issued
pursuant to, and is subject in all respects to the terms and conditions set
forth in the Wall Street Financial 1997 Consulting and Warrant Compensation
Agreement between the Company and CBS dated August 20, 1997 (the "Agreement"),
to which reference is hereby made for the provisions hereof. Unless the context
indicates otherwise, capitalized terms used herein without definition shall have
the meaning ascribed to them in the Agreement.
1. TERM OF WARRANT. The rights evidenced by this Warrant Certificate
may be exercised in whole or in part at any time, commencing May 20, 1998 and
ending at 5:00 o'clock p.m., Central Time on August 19, 1998 unless the Company
agrees in writing to a
<PAGE>
later date ("Expiration Date"), except that, the Warrants shall terminate in the
event that the Agreement is terminated for Cause.
2. ADJUSTMENTS OF EXERCISE PRICE AND SHARES. If, and to the extent that,
the number of issued shares of Common Stock of the Company shall be increased or
reduced by change in par value, split up, reclassification, distribution of a
dividend payable in stock, or the like, the number of shares subject to the
Warrant and the exercise price per share shall be proportionately adjusted. If
the Company is reorganized or consolidated or merged with another corporation,
CBS shall be entitled to receive warrants covering shares of such reorganized,
consolidated or merged company in the same proportion, at an equivalent price
and subject to the same conditions as the Warrant. Upon the happening of any
event requiring an adjustment of the exercise price or the number of shares
subject to this Warrant hereunder, the Company shall forthwith give written
notice thereto to CBS stating the adjusted exercise price and the adjusted
number of shares purchasable upon the exercise hereof resulting from such event
and setting forth in reasonable detail the method of calculation and the facts
upon which such calculation is based.
3. MANNER OF EXERCISE. CBS may exercise all or any whole number of such
Warrants prior to the Expiration Date in the manner stated herein. CBS must
provide the Company with not less than two (2) business days' prior written
notice prior to the exercise of any of the Warrant. The Exercise Price shall be
payable in lawful money of the United States of America. On exercise, this
Warrant Certificate, together with the purchase form provided herein duly
executed by CBS, plus payment of the Exercise Price in cash or by certified
check payable to the order of the Company, shall be surrendered to the Company.
Upon partial exercise of the rights evidenced by this Warrant Certificate, there
shall be issued to CBS a new Warrant Certificate evidencing any unexercised
rights.
4. RESERVATION OF COMMON STOCK. The Company agrees that the number of
shares of Common Stock sufficient to provide for the exercise of the Warrant
upon the basis herein set forth will at all times during the term of this
Warrant be reserved for the exercise thereof.
5. ISSUANCE OF COMMON STOCK UPON EXERCISE. The Company, at
<PAGE>
its expense, shall cause to be issued, as soon as practicable, but not later
than ten (10) days after exercise of this Warrant, a certificate or certificates
in the name of CBS reflecting the number of shares of Common Stock to which CBS
is entitled upon such exercise. All shares of Common Stock or other securities
delivered upon the exercise of the Warrants shall be validly issued, fully paid
and non-assessable.
6. NO RIGHT AS STOCKHOLDER. CBS is not, by virtue of ownership of the
Warrant, entitled to any rights whatsoever of a stockholder of the Company.
7. REDEMPTION. The Company shall not have the right to redeem this
Warrant.
8. ASSIGNMENT. This Warrant MAY NOT be transferred or assigned by CBS
without the Company's prior written approval (which, in its absolute discretion,
it may decline), and any purported transfer or assignment made without the
Company's prior written approval shall be void.
ENHANCED SERVICES COMPANY, INC.
Date: August 20, 1997 By: _________________________________
Kenneth Duckman, President
<PAGE>
ENHANCED SERVICES COMPANY, INC.
WARRANT CERTIFICATE
Warrant No. 97-9 Warrant for 15,000 shares of Common Stock,
$.001 par value
THIS WARRANT CERTIFIES THAT, for value received,) Creative Business
Strategies, Inc., Boulder, Colorado ("CBS"), is the registered owner of a
Warrant entitling CBS, subject to the terms and conditions hereinafter set
forth, to subscribe for, purchase and receive 15,000 fully paid and
non-assessable shares of Common Stock, $.001 par value (the "Common Stock"), of
Enhanced Services Company, Inc., a Colorado corporation (the "Company"), subject
to modification and adjustment as set forth herein, upon the presentation and
surrender of this Warrant Certificate at any time prior to the Expiration Date
(as hereinafter defined), at the business office of the Company, and upon
payment therefor of the Exercise Price (hereinafter defined) per share of Common
Stock, subject to modification and adjustment as set forth herein. If the rights
represented hereby shall not be exercised at or before the Expiration Date, this
Warrant shall become and be void without further force or effect, and all rights
represented hereby shall cease and expire.
This Warrant Certificate and the Warrant represented thereby are issued
pursuant to, and is subject in all respects to the terms and conditions set
forth in the Wall Street Financial 1997 Consulting and Warrant Compensation
Agreement between the Company and CBS dated August 20, 1997 (the "Agreement"),
to which reference is hereby made for the provisions hereof. Unless the context
indicates otherwise, capitalized terms used herein without definition shall have
the meaning ascribed to them in the Agreement.
1. TERM OF WARRANT. The rights evidenced by this Warrant Certificate may
be exercised in whole or in part at any time, commencing August 20, 1998 and
ending at 5:00 o'clock p.m., Central Time on August 19, 1999 unless the Company
agrees in writing to a later date ("Expiration Date"), except that, the Warrants
shall terminate in the event that the Agreement is terminated for Cause.
<PAGE>
II-33
2. EXERCISE PRICE. The Exercise Price shall be the average of the high
and low bid and asked sales price, for the Company's common stock, as reported
on the SmallCap Market of NASDAQ or, if not so reported, as reported in the
over-the-counter market in accordance with quotations provided by National
Quotation Bureau, Inc. or similar service, during the three month period ending
on the close of business on August 19, 1998.
2. ADJUSTMENTS OF EXERCISE PRICE AND SHARES. If, and to the extent that,
the number of issued shares of Common Stock of the Company shall be increased or
reduced by change in par value, split up, reclassification, distribution of a
dividend payable in stock, or the like, the number of shares subject to the
Warrant and the exercise price per share shall be proportionately adjusted. If
the Company is reorganized or consolidated or merged with another corporation,
CBS shall be entitled to receive warrants covering shares of such reorganized,
consolidated or merged company in the same proportion, at an equivalent price
and subject to the same conditions as the Warrant. Upon the happening of any
event requiring an adjustment of the exercise price or the number of shares
subject to this Warrant hereunder, the Company shall forthwith give written
notice thereto to CBS stating the adjusted exercise price and the adjusted
number of shares purchasable upon the exercise hereof resulting from such event
and setting forth in reasonable detail the method of calculation and the facts
upon which such calculation is based.
3. MANNER OF EXERCISE. CBS may exercise all or any whole number of such
Warrants prior to the Expiration Date in the manner stated herein. CBS must
provide the Company with not less than two (2) business days' prior written
notice prior to the exercise of any of the Warrant. The Exercise Price shall be
payable in lawful money of the United States of America. On exercise, this
Warrant Certificate, together with the purchase form provided herein duly
executed by CBS, plus payment of the Exercise Price in cash or by certified
check payable to the order of the Company, shall be surrendered to the Company.
Upon partial exercise of the rights evidenced by this Warrant Certificate, there
shall be issued to CBS a new Warrant Certificate evidencing any unexercised
rights.
<PAGE>
II-35
4. RESERVATION OF COMMON STOCK. The Company agrees that the number of
shares of Common Stock sufficient to provide for the exercise of the Warrant
upon the basis herein set forth will at all times during the term of this
Warrant be reserved for the exercise thereof.
5. ISSUANCE OF COMMON STOCK UPON EXERCISE. The Company, at its expense,
shall cause to be issued, as soon as practicable, but not later than ten (10)
days after exercise of this Warrant, a certificate or certificates in the name
of CBS reflecting the number of shares of Common Stock to which CBS is entitled
upon such exercise. All shares of Common Stock or other securities delivered
upon the exercise of the Warrants shall be validly issued, fully paid and
non-assessable.
6. NO RIGHT AS STOCKHOLDER. CBS is not, by virtue of ownership of the
Warrant, entitled to any rights whatsoever of a stockholder of the Company.
7. REDEMPTION. The Company shall not have the right to redeem this
Warrant.
8. ASSIGNMENT. This Warrant MAY NOT be transferred or assigned by CBS
without the Company's prior written approval (which, in its absolute discretion,
it may decline), and any purported transfer or assignment made without the
Company's prior written approval shall be void.
ENHANCED SERVICES COMPANY, INC.
Date: August 20, 1997 By: _________________________________
Kenneth Duckman, President
<PAGE>
EXHIBIT 5
GREENBERGER & FORMAN
ATTORNEYS AT LAW
1370 Avenue of the Americas
New York, New York 10019-4602
-------
TELEPHONE: (212) 7574001
TELECOPIER : (212) 757-4053
September 11, 1997
Securities and Exchange Commission
450 Fifth Street Northwest
Washington, D.C. 20549
Re: S.E.C. Registration Statement
on Form S-8 of 65,000 Shares
of Common Stock of Enhanced Services Company, Inc.
COMMISSION FILE NO. 0-24256
Ladies and Gentlemen:
We have acted as counsel to Enhanced Services Company, Inc. (the
"Company") in connection with a Registration Statement to be filed with the
United States Securities and Exchange Commission, Washington, D.C., pursuant to
the Securities Act of 1933, as amended, covering the registration of the
aggregate of 65,000 shares of the Company's $.001 par value Common Stock (the
"Common Stock") which may be issued to Creative Business Strategies, Inc.
("CBS"), a consultant to the Company, pursuant to the Creative Business
Strategies, Inc. 1997 Consulting and Warrant Compensation Agreement (the "CBS
Agreement"), under Common Stock Purchase Warrants exercisable to purchase up to
65,000 shares of the Company's Common Stock.
As a basis of our opinion expressed below, we have examined such
records of the Company, such certificates of public officials, and such other
documents as we have deemed relevant and necessary. We have assumed the
conformity to the originals of all copies and the authenticity of all originals.
As to various questions of fact to our material, we have relied, after due
investigation, upon inquiries made by us of an officer or officers of the
Company.
<PAGE>
II-39
Based upon the foregoing, we are of the opinion as follows:
1. The Company has been duly incorporated and organized under the
laws of the State of Colorado and is validly existing as a corporation in good
standing under the laws of that state.
2. The Company's authorized capital consists of Twenty Million
(20,000,000) shares of Capital Stock of the Company, of which 15,000,000 shares
are designated Common Stock having a par value of $.001 per share and of which
5,000,000 are designated preferred stock, having a par value of $.001 per share.
3. The 65,000 shares of the Company's Common Stock proposed to be
issued pursuant to the exercise of Warrants granted under the CBS Agreement
will, upon the exercise of such Warrants and the payment of the warrant exercise
price pursuant to the terms thereof and such Warrants as more fully described in
the Registration Statement, be duly and validly authorized, legally issued,
fully paid and nonassessable.
Very truly yours,
GREENBERGER & FORMAN
By:S/JOSEPH GREENBERGER
Joseph Greenberger
<PAGE>
EXHIBIT 24.1
GREENBERGER & FORMAN
ATTORNEYS AT LAW
1370 Avenue of the Americas
New York, New York 10019-4602
-------
TELEPHONE: (212) 7574001
TELECOPIER : (212) 757-4053
September 11, 1997
Securities and Exchange Commission
450 Fifth Street Northwest
Washington, D.C. 20549
Re: S.E.C. Registration Statement
on Form S-8 of 65,000 Shares
of Common Stock of Enhanced Services Company, Inc.
COMMISSION FILE NO. 0-24256
Ladies and Gentlemen:
We hereby consent to the inclusion of our opinion regarding the
legality of the securities being registered by the Registration Statement to be
filed with the United States Securities and Exchange Commission, Washington, DC,
pursuant to the Securities Act of 1933, as amended, by Enhanced Services
Company, Inc., a Colorado corporation, in connection with its offering of up to
65,000 shares of its common stock which may be issued pursuant to the Warrants
granted under the Creative Business Strategies, Inc. 1997 Consultant and Warrant
Compensation Agreement, as more fully described in such Registration Statement.
We further consent to the reference in such Registration
Statement to our having given such opinion.
Very truly yours,
GREENBERGER & FORMAN
By:
Joseph Greenberger
EXHIBIT 24.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this registration
statement of Enhanced Services Company, Inc. on Form S-8 of our report appearing
in and incorporated by reference in the Annual Report on Form 10-KSB, as
amended, of Enhanced Services Company, Inc. for the fiscal year ended November
30, 1996. We also consent to the reference to us under the heading "Experts" in
the Prospectus constituting part of this Registration Statement.
S/S SCHUMACHER & ASSOCIATES, INC.
SCHUMACHER & ASSOCIATES, INC.
Denver, Colorado
September 10, 1997
