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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): November 24, 1998
ENHANCED SERVICES COMPANY, INC.
(Exact Name of Registrant as Specified in Charter)
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Colorado 0-24256 76-0462973
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
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3415 South Sepulveda Boulevard, Suite 500, Los Angeles, CA 90034
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code 310-397-3003
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Item 1. CHANGES IN CONTROL OF REGISTRANT.
Not applicable.
Item 2. ACQUISITION OR DISPOSITION OF ASSETS.
Not applicable.
Item 3. BANKRUPTCY OR RECEIVERSHIP.
Not applicable.
Item 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
Not applicable.
Item 5. OTHER EVENTS.
On November 25, 1998, the Registrant received a letter from NASDAQ
advising the Registrant that the Registrant's securities had been delisted
from the NASDAQ Stock Market effective with the close of business on
November 24, 1998.
The delisting resulted from the conclusion of a NASDAQ Listing
Qualifications Panel that, principally in connection with transactions
undertaken with ZULU-tek, Inc. ("ZULU-tek") in March and September 1998
(as reported in the Registrant's Annual Report on Form 10-KSB for the year
ended November 30, 1997, and its Reports on Form 8-K filed March 16 and
September 28, 1998, and as described in the Registrant's interim Reports
on Form 10-QSB for the periods ended February 28, May 31 and August 31,
1998) the Registrant had not complied with NASDAQ's shareholder approval
rule by issuing shares which resulted in a change in control without first
obtaining shareholder approval. The Panel reviewed matters in the context
of the technical and other requirements of the rules and concluded that
the transactions constituted a "reverse acquisition" which therefore
required the Registrant to meet the requirements of NASDAQ for initial
inclusion, that the Preferred Stock issued to ZULU-tek violated NASDAQ's
policies on voting rights, that the Company's public statements regarding
the transactions with ZULU-tek in March 1998 failed to fully disclose the
details of transaction and other matters, and that, after giving effect to
its "reverse acquisition" analysis, the Registrant did not currently meet
the net tangible assets requirement for either initial or continued
inclusion.
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The Registrant intends to appeal the decision based on its continued
position that the transactions were undertaken in a manner that
respected the NASDAQ requirements and Marketplace Rules.
Item 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS.
Not applicable.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) and (b) Not applicable
(c) Exhibits
99 Press release dated November 25, 1998.
Item 8. CHANGE IN FISCAL YEAR.
By action of its Board of Directors, effective November 30, 1998, the
Registrant has changed its fiscal year end to December 31 for 1998
and subsequent years. The Registrant's Annual Report for the period
ended December 31, 1998, will cover the thirteen-month period from
December 1, 1997 through December 31, 1998, and is expected to be
filed on or before March 30, 1999.
Item 9. SALES OF EQUITY SECURITIES PURSUANT TO REGULATION S.
Not applicable.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Enhanced Services Company, Inc.
Registrant
Date: December 3, 1998 By: /s/ ROBERT C. SMITH
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Robert C. Smith, Treasurer (Chief
Financial Officer and Authorized
Signatory)
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EXHIBIT 99
Wednesday November 25, 3:56 pm Eastern Time
Enhanced Services delisted from Nasdaq
LOS ANGELES, Nov 25 (Reuters) - Enhanced Services Company Inc said Wednesday
its stock was delisted from the Nasdaq National Market, because Nasdaq said the
company no longer meets market requirements.
The company said its current financial position and equity it received in
August place it in compliance with Nasdaq requirements and that it will take
action to become listed again.
