SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
VIRTUAL ENTERPRISES, INC.
(Exact name of Registrant as specified in its charter)
NEVADA
(State or other jurisdiction of incorporation or organization)
84-1126818
(IRS Employer Identification No.)
4695 MacArthur Court, Suite 530, Newport Beach, CA 92660
(Address of Principal Executive Offices, including ZIP Code)
Consulting or Fee Agreements with Jonathan L. Small, NuVen Advisors, Inc.,
J.L. Lawver Corp, Steven H. Dong, Richard O. Weed, and Fred G. Luke
- -------------------------------------------------------------------------------
(Full title of the plan)
Fred G. Luke
4695 MacArthur Court, Suite 530, Newport Beach, CA 92660
(Name and address of agent for service)
(949) 475-6755
(Telephone number, including area code, of agent for service)
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum Amount of
Title of Securities Amount of Shares Offering Aggregate Registration
to be Registered to be Registered Price Per Share(1) Offering Price(1) Fee
- ------------------------ -------------------- ------------------ -------------------- -----------------
<S> <C> <C> <C> <C>
$.01 par value
Common Stock 150,000 $.01 $ 1,500 $ .52
$.01 par value
Common Stock 2,000,000 $.01 $ 29,000 $ 6.90
$.01 par value
Common Stock 520,000 $.01 $ 5,200 $ 1.79
$.01 par value
Common Stock 500,000 $.01 $ 5,000 $ 1.72
$.01 par value
Common Stock 200,000 $.01 $ 2,000 $ .69
$.01 par value
Common Stock 900,000 $.01 $ 9,000 $ 3.10
TOTALS 4,270,000 N/A $ 42,700 $ 14.72
</TABLE>
(1) This calculation is made solely for the purposes of determining the
registration fee pursuant to the provisions of Rule 457(h) under the
Securities Act and is calculated on the basis of the par value of the
common stock since there is no quotation by any market or exchange and
the Common Stock is not reported on the OTC Bulletin Board.
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PROSPECTUS
VIRTUAL ENTERPRISES, INC.
4695 MacArthur Court, Suite 530
Newport Beach, CA 92660
(949) 475-6755
(4,270,000 SHARES OF COMMON STOCK)
This Prospectus relates to the offer and sale by VIRTUAL ENTERPRISES,
INC., a Nevada corporation (the "Company"), of shares of its $.01 par value per
share common stock (the "Common Stock") to certain advisors and consultants (the
"Consultants") pursuant to Consulting Agreements entered into between the
Company and the Consultants. The Company is registering hereunder and then
issuing, upon receipt of adequate consideration therefor, to the Consultants
4,270,000 shares of Common Stock in consideration for services to be performed
under the respective Consulting Agreements.
The Common Stock is not subject to any restriction on transferability.
Recipients of shares other than persons who are "affiliates" of the Company
within the meaning of the Securities Act of 1933 (the "Act") may sell all or
part of the shares in any way permitted by law, including sales in the
over-the-counter market at prices prevailing at the time of such sale. Of the
shares registered hereunder, there are 3,420,000 shares being registered for
affiliates of the Company. An affiliate is summarily, any director, executive
officer or controlling shareholder of the Company or anyone of its subsidiaries.
An "affiliate" of the Company is subject to Section 16(b) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"). If a Consultant who is
not now an "affiliate" becomes an "affiliate" of the Company in the future, he
would then be subject to Section 16(b) of the Exchange Act. (See "General
Information - Restrictions on Resales").
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.
The date of this Prospectus is December 9, 1998
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This Prospectus is part of a Registration Statement which was filed and
became effective under the Securities Act of 1933, as amended (the "Securities
Act"), and does not contain all of the information set forth in the Registration
Statement, certain portions of which have been omitted pursuant to the rules and
regulations promulgated by the U.S. Securities and Exchange Commission (the
"Commission") under the Securities Act. The statements in this Prospectus as to
the contents of any contracts or other documents filed as an exhibit to either
the Registration Statement or other filings by the Company with the Commission
are qualified in their entirety by the reference thereto.
A copy of any document or part thereof incorporated by reference in
this Prospectus but not delivered herewith will be furnished without charge upon
written or oral request. Requests should be addressed to: VIRTUAL ENTERPRISES,
INC., 4695 MacArthur Court, Suite 530, Newport Beach, California 92660;
Telephone: (949) 475-6755.
The Company is subject to the reporting requirements of the Exchange
Act and in accordance therewith files reports and other information with the
Commission. These reports, as well as the proxy statements, information
statements and other information filed by the Company under the Exchange Act may
be inspected and copied at the public reference facilities maintained by the
Commission at 450 Fifth Street, N.W. Washington D.C. 20549. Copies may be
obtained at the prescribed rates. From November 30, 1989, and until September 6,
1990, the Company's common stock was traded on the over-the-counter market and
reported by the National Quotation Bureau Pink Sheets. Trading ceased on
September 6, 1990. There has not been a market bid and ask price for the
Company's common stock during the last four fiscal years as there has been no
market for the Registrant's common stock since September 6, 1990.
No person has been authorized to give any information or to make any
representation, other than those 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. This Prospectus does not constitute an offer or
a solicitation by anyone in any state in which such is not authorized or in
which the person making such is not qualified or to any person to whom it is
unlawful to make an offer or solicitation.
Neither the delivery of this Prospectus nor any sale made hereunder
shall, under any circumstances, create any implication that there has not been a
change in the affairs of the Company since the date hereof.
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TABLE OF CONTENTS
Information Required in the Section 10(a) Prospectus ......................6
Item 1. Plan Information..................................................6
General Information...............................................6
The Company.......................................................6
Purposes..........................................................6
Common Stock......................................................6
The Consultants...................................................6
No Restrictions on Transfer.......................................6
Tax Treatment to the Consultants..................................6
Tax Treatment to the Company......................................7
Restrictions on Resales...........................................7
Documents Incorporated by Reference and Additional Information.............8
Item 2. Registrant Information and Employee Plan Annual Information.......8
Legal Opinion and Experts.........................................8
Indemnification of Officers and Directors.........................8
Information Required in the Registration Statement.........................9
Item 3. Incorporation of Documents by Reference...........................9
Item 4. Description of Securities.........................................9
Item 5. Interests of Named Experts and Counsel............................9
Item 6. Indemnification of Directors and Officers.........................9
Item 7. Exemption from Registration Claimed...............................11
Item 8. Exhibits..........................................................11
Item 9. Undertakings......................................................12
Signatures . . . . . . . . ................................................14
Exhibit Index . . . . .....................................................15
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a)
PROSPECTUS
Item 1. Plan Information
GENERAL INFORMATION
The Company
The Company has its principal executive offices at 4695 MacArthur
Court, Suite 530, Newport Beach, California 92660; Telephone: (949) 475-6755.
Purposes
The Common Stock to be issued by the Company to certain Consultants
will be issued pursuant to Consulting Agreements entered into between these
Consultants and the Company, which agreements have been approved by the Board of
Directors of the Company (the "Board of Directors"). The Consulting Agreements
are intended to provide a method whereby the Company may be stimulated by the
personal involvement of the Consultants in the Company's future prosperity,
thereby advancing the interests of the Company, and all of its shareholders.
Copies of the agreements and the Plan have been filed as exhibits to this
Registration Statement.
Common Stock
The Board has authorized the issuance of up to 4,270,000 shares of the
Common Stock to the Consultants and upon effectiveness of this Registration
Statement.
The Consultants
The Consultants have agreed to provide their expertise and advice to
the Company for the purposes set forth in their agreements with the Company.
No Restrictions on Transfer
The Consultants will become the record and beneficial owners of the
shares of Common Stock upon issuance and delivery and are entitled to all of the
rights of ownership, including the right to vote any shares awarded and to
receive ordinary cash dividends on the Common Stock.
Tax Treatment to the Consultants
The Common Stock is not qualified under Section 401(a) of the Internal
Revenue Code. The Consultants, therefore, will be required for federal income
tax purposes to recognize ordinary income during the taxable year in which the
first of the following events occurs: (a) the shares become freely transferable,
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or (b) the shares cease to be subject to a substantial risk of forfeiture.
Accordingly, absent a specific contractual provision to the contrary the
Consultants will receive compensation taxable at ordinary rates equal to the
fair market value of the shares on the date of receipt since there will be no
substantial risk of forfeiture or other restrictions on transfer. If, however,
the Consultants receive shares of common stock pursuant to the exercise of an
option or options at an exercise price below the fair market value of the shares
on the date of exercise, the difference between the exercise price and the fair
market value of the stock on the date of exercise will be deemed ordinary income
for federal income tax purposes. The Consultants are urged to consult each of
their tax advisors on this matter. Further, if any recipient is an "affiliate",
Section 16(b) of the Exchange Act is applicable and will affect the issue of
taxation.
Tax Treatment to the Company
The amount of income recognized by any recipient hereunder in
accordance with the foregoing discussion will be an expense deductible by the
Company for federal income tax purposes in the taxable year of the Company
during which the recipient recognizes income.
Restrictions on Resales
In the event that an affiliate of the Company acquires shares of Common
Stock hereunder, the affiliate will be subject to Section 16(b) of the Exchange
Act. Further, in the event that any affiliate acquiring shares hereunder has
sold or sells any shares of Common Stock in the six months preceding or
following the receipt of shares hereunder, any so called "profit", as computed
under Section 16(b) of the Exchange Act, would be required to be disgorged from
the recipient to the Company. Services rendered have been recognized as valid
consideration for the "purchase" of shares in connection with the "profit"
computation under Section 16(b) of the Exchange Act. The Company has agreed that
for the purpose of any "profit" computation under 16(b) the price paid for the
common stock issued to affiliates is equal to the value of services rendered.
Shares of Common Stock acquired hereunder by persons other than affiliates are
not subject to Section 16(b) of the Exchange Act.
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DOCUMENTS INCORPORATED BY REFERENCE
AND
ADDITIONAL INFORMATION
The Company hereby incorporates by reference (i) its annual report on
Form 10-KSB for the year ended May 31, 1998, filed pursuant to Section 13 of the
Exchange Act, (ii) any and all Forms 10-Q (or 10- QSB) filed under the
Securities or Exchange Act subsequent to any filed Form 10-K (or 10-KSB), as
well as all other reports filed under Section 13 of the Exchange Act, and (iii)
its annual report, if any, to shareholders delivered pursuant to Rule 14a-3 of
the Exchange Act. In addition, all further documents filed by the Company
pursuant to Section 13, 14, or 15(d) of the Exchange Act prior to the
termination of this offering are deemed to be incorporated by reference into
this Prospectus and to be a part hereof from the date of filing. All documents
which when together, constitute this Prospectus, will be sent or given to
participants by the Registrant as specified by Rule 428(b)(1) of the Securities
Act.
Item 2. Registrant Information and Employee Plan Annual Information
A copy of any document or part thereof incorporated by reference in
this Registration Statement but not delivered with this Prospectus or any
document required to be delivered pursuant to Rule 428(b) under the Securities
Act will be furnished without charge upon written or oral request. Requests
should be addressed to: VIRTUAL ENTERPRISES, INC., 4695 MacArthur Court, Suite
530, Irvine, California 92660:
(949) 475-6755.
Legal Opinion and Experts
Richard O. Weed has rendered an opinion on the validity of the
securities being registered. Mr. Weed is not an "affiliate" of the Company. He
currently does not own any shares of the Company's common stock.
The financial statements of VIRTUAL ENTERPRISES, INC. incorporated by
reference in this Prospectus for the year ended May 31, 1998 have been audited
by Kang, Yu & Jun, independent certified public accountants, as set forth in
their report incorporated herein by reference, and are incorporated herein in
reliance upon such report given upon the authority of said firm as experts in
auditing and accounting.
Indemnification of Officers and Directors
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers, or persons controlling the Company,
the Company has been informed that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.
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PART II
INFORMATION REQUIRED IN
THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
Registrant hereby states that (i) all documents set forth in (a)
through (c), below, are incorporated by reference in this registration
statement, and (ii) all documents subsequently filed by registrant pursuant to
Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended, prior to the filing of a post-effective amendment which indicates that
all securities offered have been sold or which de-registers all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be a part hereof from the date of filing of such
documents.
(a) Registrant's latest Annual Report, whether filed pursuant to
Section 13(a) or 15(d) of the Exchange Act;
(b) All other reports filed pursuant to Section 13(a) or 15(d) of
the Exchange Act since the end of the fiscal year covered by annual
report referred to in (a), above; and
(c) The latest prospectus filed pursuant to Rule 424(b) under the
Securities Act.
Item 4. Description of Securities
No description of the class of securities (i.e. the $.01 par value
Common Stock) is required under this item because the Common Stock is registered
under Section 12 of the Exchange Act.
Item 5. Interests of Named Experts and Counsel
Mr. Weed does not own any shares of the Company's common stock.
Item 6. Indemnification of Directors and Officers
The only statute, charter provision, bylaw, contract, or other
arrangement under which any controlling person, director or officer of
registrant is insured or indemnified in any manner against any liability which
they may incur in their capacity as such is Sections 78.7502 and 78.751, the
text of which is set forth below.
Section 78.7502. Discretionary and mandatory indemnification of
officers, directors, employees and agents: General provisions
1. A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative,
except an action by or in the right of the corporation, by reason of the fact
that he is or was a director, officer, employee or agent of the corporation, or
is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
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other enterprise, against expenses, including attorneys' fees, judgments, fines
and amounts paid in settlement actually and reasonably incurred by him in
connection with the action, suit or proceeding if he acted in good faith and in
a manner which he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction or upon a plea of nolo contendere or its equivalent, does not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the corporation, and that, with respect to any criminal action or
proceeding, he had reasonable cause to believe that his conduct was unlawful.
2. A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses, including amounts paid in
settlement and attorneys' fees actually and reasonably incurred by him in
connection with the defense or settlement of the action or suit if he acted in
good faith and in a manner which he reasonably believed to be in or not opposed
to the best interests of the corporation. Indemnification may not be made for
any claim, issue or matter as to which such a person has been adjudged by a
court of competent jurisdiction, after exhaustion of all appeals therefrom, to
be liable to the corporation or for amounts paid in settlement to the
corporation, unless and only to the extent that the court in which the action or
suit was brought or other court of competent jurisdiction determines upon
application that in view of all the circumstances of the case, the person is
fairly and reasonably entitled to indemnity for such expenses as the court deems
proper.
3. To the extent that a director, officer, employee or agent of a corporation
has been successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in subsections 1 and 2, or in defense of any claim, issue
or matter therein, the corporation shall indemnify him against expenses,
including attorneys' fees, actually and reasonably incurred by him in connection
with the defense.
Section 78.751. Authorization required for discretionary
indemnification; advancement of expenses; limitation on indemnification and
advancement of expenses
1. Any discretionary indemnification under NRS 78.7502, unless ordered by a
court or advanced pursuant to subsection 2, may be made by the corporation only
as authorized in the specific case upon a determination that indemnification of
the director, officer, employee or agent is proper in the circumstances. The
determination must be made:
(a) By the stockholders;
(b) By the board of directors by majority vote of a quorum consisting of
directors who were not parties to the action, suit or proceeding;
(c) If a majority vote of a quorum consisting of directors who were not
parties to the action, suit or proceeding so orders, by independent legal
counsel in a written opinion; or
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(d) If a quorum consisting of directors who were not parties to the
action, suit or proceeding cannot be obtained, by independent legal counsel in a
written opinion.
2. The articles of incorporation, the bylaws or an agreement made by the
corporation may provide that the expenses of officers and directors incurred in
defending a civil or criminal action, suit or proceeding must be paid by the
corporation as they are incurred and in advance of the final disposition of the
action, suit or proceeding, upon receipt of an undertaking by or on behalf of
the director or officer to repay the amount if it is ultimately determined by a
court of competent jurisdiction that he is not entitled to be indemnified by the
corporation. The provisions of this subsection do not affect any rights to
advancement of expenses to which corporate personnel other than directors or
officers may be entitled under any contract or otherwise by law.
3. The indemnification and advancement of expenses authorized in or ordered
by a court pursuant to this section:
(a) Does not exclude any other rights to which a person seeking
indemnification or advancement of expenses may be entitled under the articles of
incorporation or any bylaw, agreement, vote of stockholders or disinterested
directors or otherwise, for either an action in his official capacity or an
action in another capacity while holding his office, except that
indemnification, unless ordered by a court pursuant to NRS 78.7502 or for the
advancement of expenses made pursuant to subsection 2, may not be made to or on
behalf of any director or officer if a final adjudication establishes that his
acts or omissions involved intentional misconduct, fraud or a knowing violation
of the law and was material to the cause of action.
(b) Continues for a person who has ceased to be a director, officer,
employee or agent and inures to the benefit of the heirs, executors and
administrators of such a person.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
(a) The following exhibits are filed as part of this
registration statement pursuant to Item 601 of Regulation S-B and are
specifically incorporated herein by this reference:
Exhibit No. Title
1. Not required.
2. Not required.
3. Not required.
4. Not applicable.
5. Opinion of Richard O. Weed regarding the legality of
the securities registered.
6. Not required.
7. Not required.
8. Not required.
9. Not required.
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Exhibit No. Title
10. A. Consulting Agreement with J.L. Lawver Corp.(1)
B. Consulting Agreement with Steven H. Dong (1)
C. Consulting Agreement with NuVen Advisors Inc.(1)
D. Consulting Agreement with Jonathan L. Small (1)
E. Consulting Agreement with Richard O. Weed
F. Consulting Agreement with Fred G. Luke (1)
11. Not required.
12. Not required.
13. Not required.
14. Not required.
15. Not required.
16. Not required.
17. Not required.
18. Not required.
19. Not required.
20. Not required.
21. Not required.
22. Not required.
23. Not required.
24.1 Consent of Richard O. Weed, special counsel to
registrant, to the use of his opinion with respect to
the legality of the securities being registered hereby
and to the references to him in the Prospectus filed
as a part hereof.
24.2 Consent of Kang Yu & Jun
25. Not applicable.
26. Not applicable.
27. Not applicable.
28. Not applicable.
29. Not applicable.
(1) Incorporated by reference to Registration Statement Form 10-KSB for the
year ended May 31, 1996.
Item 9. Undertakings
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of
registrant pursuant to the foregoing provisions, or otherwise, registrant has
been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by registrant of expenses
incurred or paid by a director, officer or controlling person of 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, 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 is against public policy
as expressed in the Act and will be governed by the final adjudication of such
issue.
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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 to:
(i) include any prospectus required by Section 10 (a) (3)
of the Securities Act;
(ii) 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, represents a
fundamental change in the information set forth in the
registration statement;
(iii) 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, paragraphs (i) and (ii) shall not apply if
the information required to be included in a post-effective
amendment by those paragraphs are incorporated by reference
from periodic reports filed by the registrant small business
issuer under the Exchange Act.
(2) That, for the purpose of determining any liability under the
Securities Act, each post-effective amendment to 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.
(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) To deliver or cause to be delivered with the prospectus, to
each person to whom the prospectus is sent or given, the
latest annual report to security holders that is incorporated
by reference in the prospectus and furnished pursuant to and
meeting the requirements of Rule 14a-3 or Rule 14e-3 under the
Securities Exchange Act of 1934; and, where interim financial
information require to be presented by Article 3 of Regulation
S-X is not set forth in the prospectus, to deliver, or cause
to be delivered to each person to whom the prospectus is sent
or given, the latest quarterly report that is specifically
incorporated by reference in the prospectus to provide such
interim financial information.
Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of registrant's annual
report pursuant to Section 13(a) of the Securities Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in the registration statement 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.
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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 Newport Beach, State of California on the 8th day of
December, 1998.
VIRTUAL ENTERPRISES, INC.
(Registrant)
By: /s/ Fred G. Luke
----------------------------------
Fred G. Luke, President
Pursuant to the requirements of the 1933 Act, this registration
statement or amendment has been signed by the following persons in the
capacities and on the dates indicated:
Signatures Title Date
/s/ Fred G. Luke Director December 9, 1998
-------------------
Fred G. Luke
/s/ Jon L. Lawver Director December 9, 1998
-------------------
Jon L. Lawver
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FORM S-8 REGISTRATION STATEMENT
EXHIBIT INDEX
The following Exhibits are filed as part of this registration statement
pursuant to Item 601 of Regulation S-B and are specifically incorporated herein
by this reference:
Exhibit
Number in
Registration Numbered
Statement Description Page
5. Opinion of Counsel 16
10. A. Consulting Agreement with J.L. Lawver Corp.(1) N/A
B. Consulting Agreement with Steven H. Dong (1) N/A
C. Addendum to Fee Agreement with Jonathan L. Small (1) N/A
D. Consulting Agreement with Richard O. Weed 19
E. Consulting Agreement with NuVen Advisors Inc.(1) N/A
F. Consulting Agreement with Fred G. Luke (1) N/A
24.1 Consent of Richard O. Weed to Use of Opinion 22
24.2 Consent of Kang Yu & Jun 23
(1) Incorporated by reference to Registration Statement Form 10-KSB for the
year ended May 31, 1996.
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EXHIBIT 5.
OPINION OF COUNSEL
ARCHER & WEED
Special Project Counsel
5140 BIRCH STREET, SUITE 100, NEWPORT BEACH, CALIFORNIA 92660-2164
TELEPHONE (714) 760-7424 FACSIMILE (714) 475-9087
WRITER'S DIRECT NUMBER
(714) 475-9086
December 9, 1998
Board of Directors
VIRTUAL ENTERPRISES, INC.
4695 MacArthur Court, Suite 530
Newport Beach, CA 92660
Re: Form S-8 Registration Statement Opinion of Counsel
Gentlemen:
I have acted as a special counsel for VIRTUAL ENTERPRISES, INC. a
Nevada corporation (the "Company") in connection with the preparation and filing
with the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended, (the "Act") of a registration statement on
Form S-8 (the "Registration Statement"), relating to the offer and sale of
4,270,000 shares of Common Stock, $.01 par value (the "Common Stock") to
consultants of the Company, in consideration for services performed and to be
performed on behalf of the Company under the terms and conditions of certain
consulting agreements (the "Consulting Agreements").
As special counsel for the Company, I have examined the Company's
articles of incorporation, bylaws, minute book, and certain other corporate
records. For the purpose of the opinions expressed below, I have also examined
the Registration Statement on Form S-8 to be filed with the Securities and
Exchange Commission under the Securities Act of 1933, as amended, covering the
Common Stock in this offering.
In arriving at the opinions set forth below, I have examined and relied
upon originals or copies, certified or otherwise identified to my satisfaction,
of corporate records (including the Registration Statement with its exhibits)
provided by the officers of the Company. I have made such investigations of law
as I have considered necessary or appropriate as a basis for my opinions.
<PAGE>
Virtual Enterprises Inc.
December 9, 1998
Page 2
My opinions are qualified in all respects by the scope of the document
examination and I make no representation as to the sufficiency of my
investigation for your purpose. I have not made any document examination or
rendered any other advice other than as described herein and I at all times have
assumed and relied upon the truth and completeness of the information,
statements and representations which have been given by the Company to me. I do
not express any opinion with respect to the completeness, adequacy, accuracy or
any other aspect of the financial statements incorporated by reference in the
Registration Statement.
In rendering this opinion, I have assumed, without independently
verifying such assumptions, and this opinion is based and conditioned upon the
following: (i) the genuineness of the signatures on and the enforceability of
all instruments, documents and agreements examined by me and the authenticity of
all documents furnished for my examination as originals and the conformity to
the original documents of all documents furnished to me as copies; (ii) where an
executed document has been presented to me for my review, that such document has
been duly executed on or as of the date stated and that execution and delivery
was duly authorized on the part of the parties thereto; (iii) each of the
foregoing certificates, instruments and documents being duly authorized,
executed and delivered by or on behalf of all the respective parties thereto,
and such instruments and documents being legal, valid binding obligations of
such parties; (iv) the truth and accuracy of representations and statements made
in the documents received from the State of Nevada; and (vi) VIRTUAL
ENTERPRISES, INC. will be operated in accordance with the terms of its charter
documents and the laws of the State of Nevada and the terms of the instruments
or documents referred to above.
Based upon the foregoing, I am of the opinion that:
1. The Company has been duly incorporated and is validly existing as a
corporation in good standing under the laws of the State of Nevada, the
jurisdiction of its incorporation.
2. The terms and provisions of the Common Stock conform to the
description thereof contained in the Registration Statement, and the form of the
stock certificates used to evidence the Common Stock are in good and proper form
and no stockholder is entitled to preemptive rights to subscribe for or purchase
any of the Common Stock.
3. Based upon the foregoing, I am of the opinion that the issuance and
the sale of the shares of Common Stock in this offering has been duly and
validly authorized, and subject to compliance with the provisions of the written
agreements, the Common Stock issuable under the Consulting Agreements will duly
authorized and validly issued as fully paid and non-assessable shares of Common
Stock.
4. Based upon the opinion of defense counsel for the Company, there are
no suits, proceedings or actions known to me which are threatened or pending
against the Company in any court or before or by any governmental body which
might materially and adversely affect the business of the Company, its condition
(financial or otherwise), business operations, income, properties or business
prospects, except as set forth in or contemplated by the Prospectus, or by the
Company's Annual Report on Form 10-KSB for the fiscal year ended May 31, 1998 as
filed with the Securities and Exchange Commission.
<PAGE>
VIRTUAL ENTERPRISES, INC.
December 9, 1998
Page 3
5. No consent, approval, order or authorization of any regulatory
board, agency, or instrumentality having jurisdiction over the Company or its
properties (other than registration under the Act or qualification under state
securities or Blue Sky laws or clearance from the NASD) is required for the
valid authorization, issuance and delivery of the Common Stock or, if required,
it has been obtained and is in full force and effect.
I am admitted to practice in the State of California and the State of
Texas. I am not admitted to practice in Nevada, the state of incorporation of
the Company, or in any other jurisdictions other than California and Texas, in
which the Company may own property or transact business. My opinions herein are
with respect to federal law only and, to the extent my opinions are derived from
the laws of other jurisdictions, are based upon an examination of all relevant
authorities and the documents referenced herein and are believed to be correct.
However, except for pending litigation or claims matters, I have not directly
obtained legal opinions as to such matters from attorneys licensed in such other
jurisdictions. No opinion is expressed upon any conflict of law issues. My
opinions are qualified to the extent that enforcement of rights and remedies are
subject to bankruptcy, insolvency, fraudulent conveyance, moratorium, and other
laws of general application or equitable principles affecting the rights and
remedies of creditors and security holders and to the extent that the
availability of the remedy of specific performance or of injunctive relief is
subject to the discretion of the court before which any proceeding may be
brought.
This opinion is limited to matters existing as of this date, and no
responsibility is assumed to advise you of changes (factual or legal) which may
hereafter occur, whether deemed material or not.
This opinion is furnished by me to you as special counsel for the
Company and it is solely for your benefit. This opinion is not to be used,
circulated, quoted or otherwise referred to in whole or in part for any purpose,
other than as set forth in my written consent.
Very truly yours,
/s/ Richard O. Weed
---------------------------------------
Richard O. Weed
<PAGE>
EXHIBIT 10-D
FEE AGREEMENT FOR LEGAL SERVICES
This agreement is between Virtual Enterprises, Inc. ("Client" or
"Company") whose address is 4695 MacArthur Court, Suite 530, Newport Beach,
California 92660 and Richard O. Weed of the firm Archer & Weed ("Attorney")
whose address is 4695 MacArthur Court, Suite 530, Newport Beach, California
92660.
Attorney has agreed to provide legal services to Client with respect to
any and all legal matters or special projects referred to Attorney by Client
from time to time. This agreement is made in advance as to the conditions and
guidelines that will govern the relationship between the parties.
To protect both of the parties and to comply with professional
obligations, we have already discussed with each other and resolved any
potential conflicts of interest with present or former clients. The services
which Attorney will provide shall be in accordance with the following terms and
conditions:
Professional Fees
Fees will be based upon the reasonable value of Attorney's services as
determined in accordance with the American Bar Association Model Code of
Professional Responsibility and the California & Texas Rules of Professional
Conduct. Fees will be based on the rates charged by Attorney.
Attorney's rate is $200 per hour. It is anticipated that Client and
Attorney will agree on a fixed fee for special projects from time to time. The
fixed fee arrangements for special projects will be agreed to in writing from
time to time.
Client understands Attorney's billing rate may be reasonably adjusted
from time to time, but not more frequently than annually. Notice of any such
adjustments will be given within a reasonable time. Client further understands
that during the course of Attorney's engagement, it may be necessary or
advisable to delegate various portions of this matter to others.
Costs and Expenses
Client understands that in the course of representation, it may be
necessary for Attorney to incur certain costs or expenses. Client will reimburse
Attorney for certain costs or expenses actually incurred and reasonably
necessary for completing the assigned matter, as long as the charges for costs
and expenses are competitive with other sources of the same products or
services. More particularly, Client will reimburse Attorney in accordance with
the following guidelines:
1. Computer-Related Expenses - Client will reimburse Attorney for
computerized research and research services. However, any charges over $500 per
month will require approval.
<PAGE>
Client also encourages Attorney to utilize computer services which will enable
Attorney to more efficiently manage the projects.
2. Travel - Client will reimburse Attorney for expenses in connection
with out of town travel. However, Client will only reimburse for economy class
travel and, where necessary, for the reasonable cost of a rental car. All
related travel expenses, i.e., lodging and meals, must be reasonable under the
circumstances.
3. Filing Fees & Court Costs - Client will reimburse Attorney for
expenses incurred in connection with filing fees and court costs, if any, but
will not be responsible for sanctions or penalties imposed due to the conduct of
Attorney.
Billing
All bills will include a summary statement of the kinds of services
rendered during the relevant period. Client expects that Attorney will maintain
back-up documentation for all expenses. Client expects to be billed monthly or
at the conclusion of each project and expects to pay Attorney's invoices as
described below.
Payment
The Company agrees to pay Attorney a fee (the "Initial Fee") by way of
the issuance by the Company of One Hundred Fifty Thousand (150,000) shares of
the Company's common stock (the "Fee Shares"), the Fee Shares shall be issued
and deposited in Attorney's name with a national securities broker. The Fee
Shares shall be liquidated from time to time at Attorney's direction as market
conditions allow. At least once a month, Attorney will send Client a statement
for fees and costs, with written notice to the brokerage firm of the dollar
amount of such statement. Unless objection is made to the bill, Attorney shall
be allowed without further consent or approval by the Company, to transfer funds
from the securities account to Attorney's general operating account(s) to
satisfy such statement. Attorney, has not been engaged to perform, nor will
Attorney agree to perform any services in connection with a capital raising
transaction in exchange for shares. It is mutually understood and agreed that
any fees for services that are in connection with a capital raising transaction
shall be paid in cash.
In the course of Attorney's representation of the company, if all the
stock is liquidated, additional stock sufficient to cover expected fees and
costs, in an amount contemporaneously agreed to by the parties, will again be
placed with the brokerage firm, under the terms and conditions outlined above.
At the conclusion of Attorney's representation of Client, and the payment of all
final fees and costs, any unused stock shall forthwith be returned to Client.
No later than ten (10) days following the date hereof as to the Fee
Shares and the Option, the Company will cause such shares to be registered with
the Securities and Exchange Commission under a Form S-8 or other applicable
registration statement, and it shall cause such registration statement to remain
effective at all time while Attorney holds such shares. At Attorney's election,
such shares may be issued prior to registration in reliance on exemptions from
registration provided by Section 4(2) of the Securities Act of 1933 (the "33
Act"), Regulation D of the '33 Act, and applicable state securities laws.
<PAGE>
Involvement of Client
Client expects to be kept closely involved with the progress of
Attorney's services in this matter. Attorney will keep Client apprised of all
material developments in this matter, and, in the case of litigation or
administrative proceedings, will provide sufficient notice to enable a
representative to attend meetings, conferences, hearings and other proceedings.
A copy of all correspondence in the course of Attorney's services will be
forwarded to Client.
There may be times when Attorney will need to obtain information from
Client. All requests for access to documents, employees, or other information
shall be granted without unreasonable delay. At the conclusion of this matter,
all documents obtained shall be returned upon request.
Termination
Client shall have the right to terminate Attorney's engagement by
written notice at any time. Attorney has the same right to terminate this
engagement, subject to an obligation to give Client reasonable notice to permit
it to obtain alternative representation or services and subject to applicable
ethical provisions. Attorney will be expected to provide reasonable assistance
in effecting a transfer of responsibilities to the new firm.
Dated: December 9, 1998
Client
By: /s/ Fred G. Luke
------------------------
Fred G. Luke
Archer & Weed
By: /s/ Richard O. Weed
------------------------
<PAGE>
EXHIBIT 24.1
CONSENT OF RICHARD O. WEED TO USE OF OPINION
ARCHER & WEED
Special Project Counsel
5140 BIRCH STREET, SUITE 100, NEWPORT BEACH, CALIFORNIA 92660-2164
TELEPHONE (714) 760-7424 FACSIMILE (714) 475-9087
WRITER'S DIRECT NUMBER
(714) 475-9086
December 9, 1998
Board of Directors
VIRTUAL ENTERPRISES, INC.
4695 MacArthur Court, Suite 530
Newport Beach, CA 92660
Re: Form S-8
Gentlemen:
I hereby consent to the filing of my opinion dated even date herewith
as an Exhibit to the December 9, 1998, Form S-8 Registration Statement to be
filed by VIRTUAL ENTERPRISES, INC.
I further consent to the reference to me and my opinion under the
caption "Legal Opinion and Experts" in the Prospectus.
Very truly yours,
/s/ Richard O. Weed
---------------------------------------
Richard O. Weed
<PAGE>
EXHIBIT 24.2
CONSENT OF KANG, YU & JUN
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration Statement of
VIRTUAL ENTERPRISES, INC. on Form S-8 of our report dated September 25, 1998,
appearing in the Annual Report on Form 10-KSB of VIRTUAL ENTERPRISES, INC. for
the year ended May 31, 1998 and to the reference to us under the heading
"Experts" in the Prospectus which is part of this Registration Statement.
/s/ KANG, YU & JUN
Bellflower, California
December 9, 1998
