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Microcap & Penny Stocks : Zulu-tek, Inc. (ZULU) -- Ignore unavailable to you. Want to Upgrade?

To: Brady B. who wrote (16845)	12/8/1998 7:11:00 PM
From: Brady B.	Respond to of 18444

S-8 Text version.................... AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 16, 1998 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 ROLLING ROCK CAPITAL CORPORATION (Full title of the Plan) ------------ ENHANCED SERVICES COMPANY, INC. 3415 S. 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 S. 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. CALCULATION OF REGISTRATION FEE Proposed Proposed maximum maximum Title of Amount offering aggregate Amount of securities to to be price per offering Registration be registered registered share(1) price(1) fee ------------- ---------- --------- ---------- ------------ Common Stock, 161,000(2) $ 0.60(3) $ 96,600 $ 28.50 $.001 par value (1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457 under the Securities Act of 1933. (2) Reflects shares of common stock issuable under the Rolling Rock Capital Corporation Consulting Agreement. (3) Based on closing bid price of Company Common Stock on October 8, 1998. PROSPECTUS ENHANCED SERVICES COMPANY, INC. 161,000 SHARES OF COMMON STOCK ($.001 Par Value) TO BE ISSUED PURSUANT TO ROLLING ROCK CAPITAL CORPORATION CONSULTING AGREEMENT This Prospectus is part of a Registration Statement which registers an aggregate 161,000 Shares of Common Stock, $.001 par value ("Common Stock") of Enhanced Services Company, Inc. (the "Company") which may be issued, as set forth herein, to Rolling Rock Capital Corporation ("RR") pursuant to a consulting Agreement. The Company has been advised by RR that they 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 RR, as the case may be, immediately prior to each sale. The Company will receive no proceeds from any sales of Common Stock by RR 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 November 5, 1998. TABLE OF CONTENTS