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Microcap & Penny Stocks : MEGALITH CP (MEGH) -- Ignore unavailable to you. Want to Upgrade?

To: Alan J. Levie who wrote (15)	4/27/1998 5:33:00 PM
From: Dave Sullivan	Respond to of 430

Not at all HISTORICAL BACKGROUND AND DESCRIPTION OF CURRENT OPERATIONS Megalith Corporation ("Megalith" or the "Company") was incorporated on November 3, 1995 in the State of Colorado. Overline Corporation ("Overline"), the former registrant, was formed in 1986 under the laws of the State of Delaware. Pursuant to a Plan and Agreement of Merger dated as November 6, 1995, Overline was merged with and into Megalith, and Megalith was the surviving entity of the merger. In connection with the merger, all outstanding shares of Overline were exchanged for an equal number of shares of Megalith. For approximately five years prior to the merger on November 27, 1995, Overline had been essentially inactive, other than for its efforts in seeking business opportunities. The Company, through its wholly-owned subsidiary, Esco Elevator Corporation, acquired substantially all of the assets (the "Esco Assets") of Esco Elevators Inc. and Esco Properties, Inc. effective as of November 27, 1995. The Esco Assets were acquired by the Company pursuant to a Plan of Reorganization of Esco Elevators Inc. and Esco Properties Inc. (collectively, "Old Esco"), two affiliated companies that had filed for relief under Chapter 11 of the U.S. Bankruptcy Code on December 14, 1994. During the period of January through November, 1995, Old Esco was operated by a private company, Epsitek, Inc., under a management agreement with the Bankruptcy Trustee. Pursuant to an agreement between Epsitek, Inc. and Overline dated November 6, 1995, Epsitek acquired the right to seek the purchase of the assets of Old Esco from the bankruptcy estate, which right was assigned to Esco Elevator Corporation, a subsidiary of Megalith. Upon the acquisition of the Esco Assets, the Company began the operation of its principal business in the manufacture and sale of custom passenger and freight elevators. Megalith = Esco (or what is left) Dave