<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON
FEBRUARY 26, 1999
COMMISSION NO. 0-24256
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)
3415 S. SEPULVEDA BOULEVARD
LOS ANGELES, CALIFORNIA 90034
(Address of Principal Executive Offices)
CONSULTING AND COMPENSATION AGREEMENT
FOR
AMERICAN LINE INVESTMENTS, LTD.
(Full title of the Plan)
------------
ENHANCED SERVICES COMPANY, INC.
3415 SOUTH SEPULVEDA BOULEVARD
LOS ANGELES, CALIFORNIA 90034
(Name and address of agent for service)
Telephone number, including area code of agent for service:
(310) 397-3003
------------
Copy to:
JUSTIN S. WALKER, ESQ.
3415 SOUTH SEPULVEDA BOULEVARD
LOS ANGELES, CALIFORNIA 90034
Approximate date of proposed sale to the public: As soon as
practicable after the effective date of this
Registration Statement.
<PAGE> 2
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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
- ------------- ---------- --------- --------- ------------
<S> <C> <C> <C> <C>
Common Stock, 456,500(2) $ 0.60(3) $273,900 $ 80.80
$.001 par
value
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 under the Securities Act of 1933.
(2) Reflects shares of common stock issuable under the American Line
Investments, Ltd. Consulting Agreement.
(3) Based on closing bid price of Company Common Stock on October 8, 1998.
<PAGE> 3
PROSPECTUS
ENHANCED SERVICES COMPANY, INC.
456,500 SHARES OF COMMON STOCK
($.001 Par Value)
TO BE ISSUED PURSUANT TO AMERICAN LINE INVESTMENTS, LTD.
CONSULTING AND COMPENSATION AGREEMENT
This Prospectus is part of a Registration Statement which registers an
aggregate 456,500 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 American Line Investments, Ltd. ("American") pursuant to a
consulting agreement. The Company has been advised by American that it may sell
all or a portion of their respective 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 American,
as the case may be, immediately prior to each sale. The Company will receive no
proceeds from any sales of Common Stock by Netvest 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.
- -------------------------
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.
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 January 1, 1999.
<PAGE> 4
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
<S> <C>
AVAILABLE INFORMATION...........................................................1
INFORMATION INCORPORATED BY REFERENCE...........................................2
THE COMPANY.....................................................................3
AMERICAN LINE INVESTMENTS, LTD. CONSULTING AGREEMENT............................3
FEDERAL INCOME TAX EFFECTS......................................................4
RESTRICTIONS UNDER SECURITIES LAWS..............................................4
TRANSFER AGENT..................................................................4
LEGAL MATTERS...................................................................4
EXPERTS.........................................................................5
STATEMENT ON INDEMNIFICATION....................................................5
</TABLE>
<PAGE> 5
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 456,500 Shares of the Company's Common
Stock, which may be issued to American Line Investments, Ltd., consultant of
the Company, 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.
1
<PAGE> 6
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, 1997;
2. All other reports filed pursuant to Section 13 or 15(d) of the 1934
Act since the end of the fiscal year covered by the Annual report on Form 10-K
referred to in item 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 ENHANCED SERVICES COMPANY, INC., 3415
SOUTH SEPULVEDA BOULEVARD, LOS ANGELES, CALIFORNIA 90034, TELEPHONE NUMBER,
ATTENTION: SECRETARY-TREASURER (310) 397-3003.
2
<PAGE> 7
THE COMPANY
The Company was incorporated under the laws of the State of Colorado on March
16, 1987 as Crystal Venture Fund, Inc., and thereafter changed its name to
Enhanced Services Company, Inc. The Company's business is principally focused on
providing an Internet strategy that consolidates under a single flexible
corporate umbrella, Web-based advertising sales and technology, electronic
commerce and on-line shopping services. The Company also provides upgrade,
repair and maintenance and asset management services for users of portable
computers, as well as multimedia presentation development services. The
Company's principal executive offices are located 3415 SOUTH SEPULVEDA
BOULEVARD,LOS ANGELES, CALIFORNIA 90034, and its telephone number is (310)
397-3003.
AMERICAN LINE INVESTMENTS, LTD. CONSULTING AGREEMENT
Effective January 1, 1999, the Company will enter into the Consulting Agreement
with American. Under the terms of the respective Agreement, American will
provide consulting services with respect to matters concerning strategic
planning, implementation of business development planning and Internet industry
analysis. The term of the Agreement shall commence on January 1, 1999 and will
continue for a period of five year.
In consideration for the respective agreement to provide services, pursuant to
the Agreement, the Company will issue to American as a consulting fee, 456,500
Shares of Common Stock of the Company's Common Stock at $.001 par value. The
Shares of Common Stock will be issued as of January 1, 1999.
3
<PAGE> 8
FEDERAL INCOME TAX EFFECTS
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 Warrant 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 a complete statement of applicable law and American should
rely on its legal counsel with respect thereto.
RESTRICTIONS UNDER SECURITIES LAWS
The sale of any shares of Common 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 resale's 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 American should rely on its 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.
LEGAL MATTERS
Certain legal matters in connection with the securities offered hereby are being
passed upon for the Company by Justin S. Walker, General Counsel, Enhanced
Services Company, Inc., 3415 South Sepulveda Boulevard, Los Angeles, California
90034.
4
<PAGE> 9
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.
5
<PAGE> 10
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, 1997 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.
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
II-1
<PAGE> 11
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.
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.
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<PAGE> 12
(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.
(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:
(a) If it determines the director is entitled to mandatory
indemnification under section 7-109-103, the court shall order indemnification
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<PAGE> 13
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.
(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.
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<PAGE> 14
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.
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.
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<PAGE> 15
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. Article 108 of the Colorado Business Corporation Act
provides as follows:
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.
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Item 8. EXHIBITS.
The following documents are filed as Exhibits to this Registration Statement:
4(a) -- American Line Investments, Ltd. Consulting Agreement
5 -- Opinion of Justin S. Walker, Esq. as to the validity of the shares being
registered
24.1 -- Consent of Justin S. Walker, Esq.
25 -- Power of Attorney (following signature page of Registration Statement)
Item 9. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(i) 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 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.
II-7
<PAGE> 17
(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-8
<PAGE> 18
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 Los Angeles, State of California, on the 23rd
day of November, 1998.
ENHANCED SERVICES COMPANY, INC. (Registrant)
By: /s/ JUSTIN WALKER
-------------------------------------
Justin Walker, Vice President &
General Counsel
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:
/s/ JOSEPH SEARLES Date: 11/24/98
- ------------------------ -------------------------
Joseph Searles
/s/ KEITH MONTGOMERY Date: 11/24/98
- ------------------------ -------------------------
Keith Montgomery
/s/ PAUL MESSINA Date: 11/24/98
- ------------------------ -------------------------
Paul Messina
II-9
<PAGE> 19
POWER OF ATTORNEY
We, the undersigned directors of ENHANCED SERVICES COMPANY, INC.,
hereby severally constitute and appoint Robert Smith and Justin Walker 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.
/s/ JOSEPH SEARLES Date: 11/24/98
- ------------------------ -------------------------
Joseph Searles
/s/ KEITH MONTGOMERY Date: 11/24/98
- ------------------------ -------------------------
Keith Montgomery
/s/ PAUL MESSINA Date: 11/24/98
- ------------------------ -------------------------
Paul Messina
II-10
<PAGE> 20
INDEX TO EXHIBITS
NO. EXHIBIT PAGE
<TABLE>
<S> <C>
4(a) American Line Investments, Ltd. Consulting Agreement
5 Opinion of Justin S. Walker, Esq. as to the validity of the shares being registered
24.1 Consent of Justin S. Walker, Esq.
25 Power of Attorney (following signature page of Registration Statement)
</TABLE>
<PAGE> 1
EXHIBIT 4(a)
ENHANCED SERVICES COMPANY, INC.
Consulting Agreement
In consideration of the agreement of ENHANCED SERVICES COMPANY, INC.
(the "Company") to compensate AMERICAN LINE INVESTMENTS, LTD. as an
independent consultant ("Consultant") with respect to services previously
rendered and, in addition, to provide from time to time services for the term
and at the compensation rate specified below, Consultant agrees with the
Company as follows:
1. Performance of Services. The Company expressly acknowledges and
agrees that Consultant has performed substantial services for the Company prior
to the date hereto for which Consultant has not been compensated adequately,
including compensation paid pursuant to consulting agreements with one or more
affiliates of Consultant. Accordingly, the Company agrees that, although
Consultant is agreeing hereby to make itself available on a limited basis for
consulting services, substantially all of the fees payable hereunder are with
respect to such prior services and do not require the performance of any
services by Consultant in the future. The services that Consultant agrees
hereby to perform in the future shall consist generally of strategic planning,
implementation of business development planning and advice with respect to
corporate finance and Internet industry analysis.
2. Term. The term of this Agreement shall be for five years ("Term"),
commencing January 1, 1999. During the Term, Consultant agrees to make itself
available from time to time to perform services, but shall not be required to
devote more than five hours per week or twenty hours per month to providing
services hereunder. On request, Consultant agrees to make itself available to
the Company's subsidiary and affiliated corporations.
3. Compensation and Expenses. The Company will pay compensation to
Consultant during the Term at the rate of $50,000 per month, without deduction.
In addition, the Company shall issue to Consultant three hundred fifty thousand
(456,500) shares of the common stock of the Company ("Common Shares").
During the Term, the Company shall pay all costs associated with the
operation of Consultant's office in California, including rent, office telephone
and facsimile, cellular and satellite phone service, furniture and equipment
leases, overnight delivery charges, general office expenses, online connections
and service fees, and the cost of administrative and secretarial assistants
whose aggregate compensation shall not exceed $150,000 per year. Consultant will
also be entitled to reimbursement of previously approved expenses monthly in
arrears upon submission of receipts and expense vouchers to the Company. The
Company agrees to provide first class airfare for trips on Company business
which are in excess of one and one-half hours flying time.
4. Registration Rights. Within five business days after the date
hereof, the Company shall cause to be prepared and filed with the Securities
and Exchange Commission ("SEC") a Registration Statement on Form S-8 or any
other appropriate form registering all the Common Shares (the "Registration
Statement"). In connection with the preparation and filing of the Registration
Statement, the Company agrees to (a) use its best efforts to cause such
Registration Statement to become and remain effective; (b) 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 not less
than two years; (c) furnish to Consultant such number of copies of a
prospectus, in conformity with the requirements of the Securities Act of 1933,
as amended (the "Act"), and such other documents as Consultant may reasonably
request in order to facilitate the
AMERICAN LINE INVESTMENTS, LTD.
CONSULTING AGREEMENT
Page 1 of 5
<PAGE> 2
disposition of the Common Shares; and (d) at Consultant's request, to register
and qualify the Common Shares in 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. Consultant
agrees to cooperate in all reasonable respects with the preparation and filing
of the Registration Statement.
All fees and other expenses incurred in connection with the registration of
the Common Shares shall be borne by the Company, including without limitation,
fees of the Company's legal counsel, SEC filing fees, printing costs, accounting
fees and costs, transfer agent fees and any other miscellaneous costs and
disbursements. Consultant shall be responsible for any and all underwriting
discounts, brokerage commissions or other fees or expenses incurred in
connection with the sale or other disposition by Consultant of the Common Shares
covered by the Registration Statement.
To the extent permitted by law, the Company will indemnify and hold
harmless Consultant, including its 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 arises 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 section shall not apply to any loss, damage or
liabilities 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 by Consultant.
Except for the obligations of the Company set for above in this Section 4,
all obligations relating to compliance with applicable laws and regulations
governing the distribution of securities in connection with Consultant's sales
of Common Shares of the Company acquired pursuant to this Agreement shall be
the sole obligation of Consultant.
Consultant agrees that it will not sell the Common Shares acquired
pursuant to this Agreement in any state other than the States of Colorado, New
York and such other states or foreign jurisdictions where such Common Shares
may be sold without any further registration, qualification or action.
5. Independent Contractor. In furnishing services, Consultant will at all
times be acting as an independent contractor and shall not be deemed an
employee, officer, partner or joint venturer of or with the Company. As such,
Consultant will not by reason this Agreement or its services hereunder be
entitled to participate in or to receive any benefit or right under any of the
Company's employee stock, benefit or welfare plans. Consultant agrees to report
its compensation from the Company as income from self employment and to pay all
self employment and other taxes required by law to be paid with respect to such
compensation as and when the same shall become due and payable.
6. Company-Furnished Information, Materials and Equipment. All
information, materials or equipment furnished by the Company to Consultant or
acquired at the Company's expense by
AMERICAN LINE INVESTMENTS, LTD.
CONSULTING AGREEMENT
Page 2 of 5
<PAGE> 3
Consultant (herein collectively "Company-furnished information") shall be and
remain the sole property of the Company. Consultant agrees to use
Company-furnished information solely for the benefit of the Company, to mark and
handle all Company-furnished information in accordance with established Company
policy, and not to remove or permit the removal of any Company-furnished
information from the Company's premises without its prior written consent.
Consultant shall be fully responsible for the care and protection of any
Company-furnished information which may be in its possession or custody or in
the possession or custody of any person engaged by Consultant and shall deliver
all Company-furnished information to the Company at its request upon completion
of all work under this Agreement or upon termination of this Agreement for any
reason, whichever occurs first.
7. Consultant Work-Product. All right title and interest in and to any
work-product which Consultant or any person engaged by Consultant acquires,
compiles, authors, invents, makes or otherwise generates, in whole or in part,
including all works authored and all inventions made, for use in connection with
or arising out of or in relation to the services described in this Agreement,
whether or not copyrightable or patentable (hereinafter "Consultant
work-product"), shall belong exclusively to the Company. During and after the
term of this Agreement, Consultant shall execute, acknowledge, seal and deliver
all documents, including, without limitation, all instruments of assignment,
patent and copyright applications and supporting documentation, and perform all
acts, which the Company may request to secure its rights hereunder and to carry
out the intent of this Agreement. Consultant will use, mark, handle, protect and
deliver all Consultant work-product in the same manner as is provided in Section
7 for Company-furnished information.
8. Confidentiality. During and after the term of this Agreement, Consultant
shall not, without first obtaining the written consent of the Company, divulge
or disclose to anyone outside the Company, whether by private communication or
by public address or publication, or otherwise, any information not already
lawfully available to the public concerning any and all Company-furnished
information, any or all information acquired by Consultant during the course of
its consulting services from or pertaining to any business or licensors or
customers of the Company, and any and all Consultant work-product which is
maintained in secrecy or confidence by the Company or by any person or entity
affiliated with the Company by employment, ownership, participation in a joint
venture, licensing arrangement, contract or otherwise.
All originals and copies of any specifications, technical and engineering
data, methods or reports, or other written materials relating to the business of
the Company, however and whenever produced, shall be the sole property of the
Company, not to be removed from its premises or custody without in each instance
first obtaining the prior written consent of the Company, and shall be
surrendered to the Company upon termination of Consultant's services under this
Agreement or otherwise. For the purpose of Sections 9 and 11 of this Agreement,
information and/or trade secrets which pass into the public domain shall, after
the time of such passing, no longer be considered confidential or secret.
In addition, Consultant agrees that it will not directly or indirectly
publish or cause to be published any article containing or disclosing any
information about the Company or reported or received by the Company from any
corporation, firm or person with whom or for whom the Company shall be under
contract to provide research service, without prior written consent of the
Company.
9. Required Confidentiality Agreements. Consultants agree than no person
other than its authorized representatives shall have access to any confidential
Company-furnished information or confidential Consultant work-product.
10. Trade Secrets. Consultant will not, during the term of service to the
Company or thereafter, disclose to others or use for its own benefit any trade
secrets acquired from the Company, its customers, suppliers, consultants or
affiliates, except to the extent that the disclosure of such trade
AMERICAN LINE INVESTMENTS, LTD.
CONSULTING AGREEMENT
PAGE 3 OF 5
<PAGE> 4
secrets is necessary to perform its duties and fulfill its responsibilities as a
consultant to the Company. (A trade secret is information not generally known
to the trade which gives the Company an advantage over its competitors. Trade
secrets can include, by way of example, products under development, production
methods and processes, sources of supply, materials used in manufacture,
customer lists, costs of parts and materials, business and marketing plans, and
information concerning the filing or pendency of patent applications.)
11. Trade Secrets of Other Persons. Consultant agrees not to disclose or
use in the course of its consulting services with the Company any trade secrets
of any party other than the Company. If at any time it appears likely that any
aspect of Consultant's work for the Company may involve any such trade secret,
Consultant shall promptly withdraw such aspect of its work and give notice to
the Company of such withdrawal on the grounds of possible conflict of interest
without specifying the trade secret thus involved.
12. Conflict of Interest. Consultant agrees that it shall be its
responsibility to recognize, disclose and avoid any situation which might,
either directly or indirectly, adversely affect its judgment in acting for the
Company or which might otherwise involve a conflict between personal interest
and the interests of the Company.
13. Non-Solicitation. This Agreement is intended to secure to the Company
the help and cooperation of Consultant and to generate good will on the
Company's behalf. Consultant agrees that for a period of one year after the
termination of its consulting services with the Company for any reason,
Consultant will not solicit, induce, attempt to hire, or hire any employee of
the Company, or assist in such hiring by any other person, organization, firm
or business, or encourage any such employee to terminate his or her employment
with the Company.
14. Entire Agreement and Amendment. This Agreement fully expresses the
entire and only agreement between the Company and Consultant respecting its
services as a consultant. All prior and collateral understandings, agreements
and promises with respect thereto are merged into this Agreement. This
Agreement may not be modified, waived, or extended unless agreed to in writing
by both an authorized officer of the Company and Consultant.
15. Severability. In case any one or more of the provisions or part of a
provision contained in this Agreement shall, for any reason, be held to be
invalid, illegal or unenforceable in any respect, such invalidity, illegality
or unenforceability shall not affect any other provision of this Agreement, but
this Agreement shall be construed as if such invalid, illegal or unenforceable
provision or part of a provision had never been contained herein. In the event
that any provision of this Agreement shall be determined to be unenforceable by
any court of competent jurisdiction by reason of extending for too great a
period of time or over too large a geographic area or over too great a range of
activities, it shall be interpreted to extend only over the maximum period of
time, geographic area or range of activities as to which it may be enforceable.
16. Insurance. Consultant agrees to insure itself, and any consultant or
other person furnished by it, with all necessary insurance, including, but not
limited to, workmen's compensation, disability, unemployment and general
liability insurance, the amounts and coverage of which shall be in compliance
with all the applicable laws and sufficient adequately to compensate each such
person for any and all injury, loss or damage which may result from or arise
out of its performance of services under this Agreement. Consultant agrees
further to indemnify and hold the Company harmless from and against any such
injury, loss or damage and to defend, at its own expense, any action, claim or
proceeding for such injury, loss or damage brought by any such persons against
the Company.
17. Applicable Law. This Agreement shall be construed, interpreted and
applied in accordance with the substantive laws of the State of California.
AMERICAN LINE INVESTMENTS, LTD.
CONSULTING AGREEMENT
Page 4 of 5
<PAGE> 5
18. Notice. Any written notice to be given under the Agreement must be in
writing and delivered in person or given by registered or certified mail:
If to the Company, to:
Enhanced Services Company, Inc.
3415 S. Sepulveda Blvd.
Suite 500
Los Angeles, CA 90034
If to Consultant, to:
American Line Investments, Ltd.
2307-7 Dominion Centre
43-59 Queen's Road East
Hong Kong
19. Attorneys' Fees. In the event there is any litigation or arbitration
between the parties concerning this Agreement, the successful party shall be
awarded its attorneys' fees and litigation costs, including the costs incurred
in the collection of any judgment.
20. Assignment. Consultant agrees not to assign or delegate any right or
obligation under this Agreement.
21. Counterparts. This Agreement may be executed in any number of
counterparts, all of which taken together shall constitute one agreement
binding on all the parties, notwithstanding that all parties are not
signatories to the same counterpart.
Dated:
AMERICAN LINE INVESTMENTS, LTD. Accepted and agreed to:
By: /s/ (illegible) ENHANCED SERVICES COMPANY, INC.
-------------------------------
its
By: /s/ JUSTIN WALKER
---------------------------------
AMERICAN LINE INVESTMENTS, LTD.
CONSULTING AGREEMENT
Page 5 of 5
<PAGE> 1
EXHIBIT 5
ENHANCED SERVICES COMPANY, INC.
3415 S. Sepulveda Boulevard
Los Angeles, California 90034
January 1, 1999
Securities and Exchange Commission
450 Fifth Street Northwest
Washington, D.C. 20549
RE: S.E.C. Registration Statement on Form S-8 of 456,500 Shares of Common
Stock of Enhanced Services Company, Inc.; COMMISSION FILE NO. 9-24256
Dear Ladies and Gentlemen:
I 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 456,500 shares of the Company's $.001 par value Common Stock (the
"COMMON STOCK") which may be issued to American Line Investments, Ltd.,
consultant to the Company pursuant to the Consulting and Compensation Agreement
with Netvest (THE "CONSULTING AND COMPENSATION AGREEMENT").
As a basis of my opinion expressed below, I have examined such records
of the Company, such certificates of public officials, and such other documents,
as I have deemed relevant and necessary. I have assumed the conformity to the
originals of all copies and the authenticity of all originals. As to various
questions of fact related to our material, I have relied, after due
investigation, upon inquiries made by myself of an officer or officers of the
Company.
Based upon the foregoing, I am 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.
<PAGE> 2
Securities and Exchange Commission
January 1, 1999
Page 2
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, of which 5,000,000 are designated
preferred stock, having a par value of $.001 per share.
3. The 456,500 shares of the Company's Common Stock proposed to
be issued pursuant to the Consulting and Compensation
Agreement, be duly and validly authorized, legally issued,
fully paid and nonassessable.
Sincerely,
ENHANCED SERVICES COMPANY, INC.
/s/ JUSTIN WALKER
- ----------------------------------
Justin Walker, Esq.
<PAGE> 1
EXHIBIT 24.1
ENHANCED SERVICES COMPANY, INC.
3415 S. Sepulveda Boulevard
Los Angeles, California 90034
January 1, 1999
Securities and Exchange Commission
450 Fifth Street Northwest
Washington, D.C. 20549
RE: S.E.C. Registration Statement on Form S-8 of 456,500 Shares of Common
Stock of Enhanced Services Company, Inc.; COMMISSION FILE NO. 9-24256
Dear Ladies and Gentlemen:
I hereby consent to the inclusion of my 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, D.C.,
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
456,500 shares of its common stock which may be issued under the Consulting and
Compensation Agreement with American Line Investments, Ltd. and otherwise,
consultant to the Company, as more fully described in such Registration
Statement.
I further consent to the reference in such Registration Statement to my
having given such opinion.
Very truly yours,
ENHANCED SERVICES COMPANY, INC.
/s/ JUSTIN WALKER
- ----------------------------------
Justin Walker, Esq.
