-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ShzBJfQR7nBh9MdaE9nxELji5/zW04z1gAgIILXRA6nx3Gx9C2KUQEpUtmgJWn/f cT2kOIm80RY85XW7W40uGw== 0001065949-01-500009.txt : 20010503 0001065949-01-500009.hdr.sgml : 20010503 ACCESSION NUMBER: 0001065949-01-500009 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20010502 EFFECTIVENESS DATE: 20010502 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OHIO & SOUTHWESTERN ENERGY CO CENTRAL INDEX KEY: 0000053320 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 841116458 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-59994 FILM NUMBER: 1619491 BUSINESS ADDRESS: STREET 1: P.O. 11569 STREET 2: SUITE #450 - 650 W. GEORGIA ST. CITY: VANCOUVER STATE: A1 ZIP: V6B 4N8 BUSINESS PHONE: 6046848662 MAIL ADDRESS: STREET 1: 650 W GEORGIA STREET STREET 2: 450 VANCOUVER B C CITY: CANADA STATE: A6 FORMER COMPANY: FORMER CONFORMED NAME: JEFFERSON CAPITAL CORP DATE OF NAME CHANGE: 19900701 EX-5 1 ex51s-8.txt LEGAL OPINION EXHIBIT 5.1 Michael A. Littman Attorney at Law 7609 Ralston Road Arvada, Colorado 80002 (303) 422-8127 (303) 431-1567 fax May 1, 2001 Ohio & Southwestern Energy Company 650 West Georgia Street, Suite 450 Vancouver, British Columbia Canada V6B 4N8 Gentlemen: You have requested our opinion with respect to certain matters in connection with the filing by Ohio & Southwestern Energy Company. (the ("Company") of a Registration Statement on form S-8 (the "Registration Statement") with the United States Securities and Exchange Commission covering the offering of an aggregate of 13,383 shares of the common stock of the Company (the "Shares"). In connection with this opinion, we have examined the Registration Statement and the Company's Amended and Restated Articles of Incorporation and By-laws, and such other documents, records, certificates, memoranda and other instruments, as we deem necessary as a basis for this opinion. We have assumed the genuineness and authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us a copies thereof, and the due execution and delivery of all documents, where due execution and delivery are a prerequisite to the effectiveness thereof. On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares, when sold and issued in accordance with the plans referenced above and the Registration Statement, will be validly issued, fully paid, and nonassessable. We consent to the filing of this opinion as an exhibit to the Registration Statement. Sincerely yours, /s/Michael A. Littman EX-10 2 ex101s-8.txt CONSULTING AGREEMENT CONSULTING AGREEMENT This Consulting Agreement (the "Agreement") is entered into this 1st day of May, 2001 is by and amongst Ohio & Southwestern Energy Co. (the "Company") and Michael A. Littman (The "Consultant"). WHEREAS, Consultant is skilled in providing legal services, and has provided legal services to Company in the past; WHEREAS, the Consultant is due approximately $40,000 as a result of a prior agreement for services with the Company; NOW THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration receipt whereof is hereby acknowledged it is agreed. 1. The Company hereby has engaged the Consultant for legal services and wishes to pay Consultant and has agreed to payment of fees due for services already rendered through issuance of stock. 2. In partial consideration of the services already provided, Consultant shall receive a fee equal to 5,883 shares of the Company's common stock which shall be issued for $10,000 of the accrual due and owing as a result of prior services rendered to the Company by the Consultant. An additional amount of $10,000 worth of shares shall be registered on Form S-8 each 14 days at the then market bid commencing date hereof until $40,000 in shares has been registered and issued. 3. The Company will register all the compensation shares pursuant to a registration statement on Form S-8. 4. Except as otherwise provided herein, any notice or other communication to any party pursuant to or relating to this Agreement and the transactions provided for herein shall be deemed to have been given or delivered when deposited in the United States Mail, registered or certified, and with proper postage and registration or certification fees prepaid, addressed at their principal place of business or to such other address as may be designated by either party in writing. 5. This Agreement shall be governed by and interpreted pursuant to the laws of the state of Colorado. By entering into this Agreement, the parties agree to the jurisdiction of the Colorado courts with venue in Jefferson, County Colorado. In the event of any breach of this Agreement, the prevailing party shall be entitled to recover all costs including reasonable attorney's fees. 6. This Agreement may be executed in any number of counterparts, each of which when so executed an delivered shall be deemed an original, and it shall not be necessary, in making proof of this Agreement to produce or account for more than one counterpart. IN WITNESS WHEREOF, the parties hereto have subscribed their hands an seals the day and year first above written. CONSULTANT: COMPANY: Michael A. Littman OHIO & SOUTHWESTERN ENERGY CO. /s/Michael A. Littman BY:/s/Ralph Shearing - ------------------ -------------------- Michael A. Littman Ralph Shearing, President EX-10 3 ex102s-8.txt WEBSITE & DESIGN AGREEMENT WEB SITE DEVELOPMENT AND DATABASE MANAGEMENT SERVICES AGREEMENT THIS WEB SITE DEVELOPMENT AND DATABASE MANAGEMENT SERVICES AGREEMENT (the "Agreement"), is entered as of April 18TH 2001, by and between Corporate Identities, Inc., a California corporation ("CII"), and The Ohio & Southwestern Energy Company a Colorado Corporation ("OSWE"). RECITALS A. CII is in the business of providing services for publicly traded companies. CII's services range from custom database systems management, e-marketing services, and corporate due diligence web sites. B. Ohio & Southwestern Energy Company desires to contract with CII for services outlined in the One Year Package attached as Exhibit "A", as well as the design, development and installation of a corporate due diligence web site for OSWE. C. This Agreement sets forth the terms and conditions applicable to the range of services to be provided by each party and each party's obligations to the other. AGREEMENT NOW THEREFORE, in consideration of the mutual covenants herein contained and for other valuable consideration, the parties agree as follows: 1.0. CONSIDERATION. OSWE shall pay $110,000.00 US as compensation to CII for its services in designing, developing and installing the OSWE Web Site and data base, for the transfer and assignment of CII's interest in the OSWE Web Site to OSWE, and the services provided by CII as outlined in the One (1) Year Package attached as Exhibit "A". 1.1 INITIAL CASH PAYMENT. Payment in the sum of $10,000.00 US shall be on or before March 19th 2001, payment of which is acknowledged as being received by CII. TERMS FOR ADDITIONAL PAYMENTS. OSWE shall pay to CII the remaining balance of $100,000.00 through the issuance of no less than 30,000 free trading shares of OSWE common stock. All shares will be issued by OSWE under a SEC Reg S-8 registration statement and shall be registered in the name of "Corporate Identities, Inc." CII agrees to comply fully with the provisions of the SEC Reg S-8, plus all other rules and regulations of the SEC with regard to acquisition and/or sale of the common stock of the OSWE, including but not limited to the restrictions of transactions and the reporting requirements which currently exist or may be promulgated from time to time in future while this Agreement or any other Agreement may be in effect between the CII and the Company. All shares issued, as outlined above will be delivered as follows: physical delivery of the 30,000 free trading shares of OSWE common stock, subject to all SEC policies and guidelines to CII are to be issued and delivered in four (4) separate certificates of 7,500 shares beginning with the first certificate delivered to CII no later than April 19th 2001 or (30) calendar days from the effective date of this contract. The second certificate in the amount of 7,500 shares will be delivered no later than May 19th 2001. The third certificate in the amount of 7,500 shares will be delivered no later than August 19th 2001. The fourth certificate in the amount of 7,500 shares will be delivered no later than November 19th 2001. Initials: CII _____ OSWE_____ Any delay in the delivery of any payments will result in suspension of performance by CII and all payments are non-refundable. 1.2 BONUS PAYMENT. On August 19th 2001 provided that OSWE is fully satisfied with CII's performance to date, then OSWE will deliver an additional 7,500 shares of free trading OSWE common stock. Further, OSWE will Deliver an additional 7,500 shares on or before March 19th 2002. 2.0 DESIGN, DEVELOPMENT AND INSTALLATION OF OSWE WEB SITE. 2.1 INITIAL MEETINGS. Representatives of CII and OSWE shall meet to understand OSWE's business and marketing objectives with respect to the OSWE Web Site, and to develop a proof of the OSWE Web Site within thirty (30) days of OSWE's execution of this Agreement. OSWE shall perform all acts necessary to enable CII to deliver the OSWE Web Site within thirty (30) days of OSWE's execution of this Agreement. 2.2 INFORMATION DELIVERY FORMAT. OSWE will provide information for the OSWE Web Site to CII via text files in Microsoft Word rich text format or in such other format as mutually agreed upon, and graphic images will be provided in Graphics Interchange Format ("GIF") or in JPEG format. All such digital data shall be delivered electronically in accordance with CII's data transmission procedures in effect from time to time. 2.3 DESIGN AND DEVELOPMENT OF THE OSWE WEB SITE. Representatives of CII and OSWE will keep in regular contact with each other during the design and development process in order to ensure that the OSWE Web Site accurately represents the corporate profile of OSWE. Once the proof of the OSWE Web Site is submitted to OSWE for acceptance, OSWE shall have one opportunity to call for a re-design of the OSWE web site without cost to OSWE within five days of the submittal of the proof of the OSWE web site. After the five days, additional requests for re-design by OSWE to CII will be billed to OSWE at a rate of $65.00 an hour for labor. 2.4 EDITING. CII may edit, reformat, crop, compress or otherwise modify OSWE image data in order to reduce file sizes as necessary to speed data transmission to the OSWE Web Site visitor. 2.5 TESTING PROOF OF WEB SITE. As soon as possible after CII develops the proof of the OSWE Web Site, the OSWE Web Site will be made available for testing. OSWE, together with CII, shall examine and test the functionality of the OSWE Web Site. Once CII is notified by OSWE that the proof OSWE Web Site is functional, the OSWE Web Site will be promptly brought up as the live OSWE Web Site on the Internet. 2.6 INSTALLATION OF THE OSWE WEB SITE AND TRANSFER OF RIGHTS. Once the OSWE Web Site has been completed by CII, CII shall install the OSWE Web Site on the Host Web Server agreed upon by OSWE. Upon installation OSWE will become the owner of all of CII's interest in the OSWE Web Site. OSWE understands that CII is not responsible for OSWE's Web Server that will likely go offline from time to time for maintenance, and that Web Servers are subject to service disruptions by power, telecommunications and equipment providers. CII will maintain the OSWE Web Site database on its own server and will "not" solicit OSWE Web Site visitors for the duration of this Agreement. Initials: CII _____ OSWE_____ 2.7 MAINTAIN UNDERLYING CODE. CII will maintain the Code and ongoing technical functionality of the OSWE Web Site and database for one year commencing the first date after the OSWE Web Site is functioning. 2.7.1 CII will correct any malfunctions that develop or are discovered in the Code underlying the OSWE Web Site that prevent the OSWE Web Site from providing OSWE information to the Web Site visitor. 2.7.2 CII will update and improve the code underlying the OSWE Web Site and database from time to time to improve performance and take advantage of new technical functionality that becomes available. 2.8 UPDATED CONTENT. Content on the OSWE Web Site will be updated by CII at the request of OSWE, limited to four (4) hours of labor devoted to updating the OSWE Web Site per month. In the event that labor to update the OSWE Web Site exceeds four (4) hours a month, then the additional time for labor will be billed by CII to OSWE at the rate of $65.00 per hour. 3.0 OWNERSHIP OF COPYRIGHTS AND MATERIALS. ------------------------------------- 3.1 OWNERSHIP OF COPYRIGHTS. The OSWE Web Site developed by CII under this Agreement may contain copyrighted materials provided by OSWE or licensed from one or more third parties in addition to original materials developed by CII. It may also contain OSWE or third party materials that have been modified by CII. As a result, the copyrights and derivative copyrights in the Code used to develop the Web Pages and the OSWE Web Site may belong to a combination of CII, OSWE, and/or other third parties. 3.1.1 CII assumes the responsibility for obtaining any third party copyright licenses that may be required to use the materials that CII employs in the OSWE Web Site unless those materials are specified or supplied by OSWE. When CII obtains a license to use copyrighted material on the OSWE Web Site, CII will inform OSWE in writing that such material is licensed from third parties and of the terms and scope of the license. OSWE shall abide by the terms of any such third party license, and shall not knowingly allow the use of the licensed materials beyond the scope of the license obtained by CII without first obtaining any required supplemental licenses from the copyright owners. 3.1.2 OSWE assumes the responsibility for obtaining any copyright authorizations that may be required to use the materials specified or supplied by OSWE to CII for inclusion in the OSWE Web Site. 3.2 CII'S ORIGINAL CONTRIBUTIONS. Except as provided in Section 3.1, the copyrights in CII's original contributions to the OSWE Web Site, the code, or any other copyrightable material developed by CII (the "Deliverables"), excluding therefrom any materials in which OSWE has copyrights, trademarks, or other intellectual property rights, shall belong to CII from the moment the materials are created, and OSWE shall have no right to copy, use or display those materials except as provided in this Agreement. The copyrights in any materials that were not developed by CII shall remain with the copyright owner of them. 3.3 TRANSFER OF RIGHTS TO OSWE. Except as provided in this section, CII shall, on the first day the OSWE Web Site is functioning, assign and transfer all of its right, title and interests in the OSWE Web Site to OSWE, including any copyrights it owns in the Deliverables and the OSWE Web Site. This assignment shall not include (i) any copyrights that belong to a third party, Initials: CII _____ OSWE_____ but will include all of CII's interest in the derivative copyrights of any preexisting materials owned by a third party that CII modifies or transforms for use in connection with the OSWE Web Site, unless those rights are required to be assigned to the third party licensor under the terms of the license to the underlying work, (ii) any copyrights, trademarks or other intellectual property rights that were developed by CII prior to the date of this Agreement and which are owned by CII, (iii) any proprietary technology developed by CII on or after the date of this Agreement which is used in connection with OSWE Web Site but is not unique to the OSWE Web Site or the Deliverables, and (iv) any copyrights, trademarks or other intellectual property rights that are developed using the collaborative efforts of OSWE and CII and are jointly owned by OSWE and CII (collectively, the "Nonassigned Rights"). With respect to the Nonassigned Rights described in items (i), (ii) and (iii) above, and on the first day the OSWE web site is functioning CII will grant to OSWE a non-exclusive royalty-free license in perpetuity to use the Nonassigned Rights in connection with the OSWE Web Site. With respect to the Nonassigned Rights described in item (iv) above, each of OSWE and CII shall have the non-exclusive royalty-free right to use such jointly owned Nonassigned Rights in perpetuity. 3.3.1 Within thirty (30) days after the receipt of full payment of consideration by OSWE, CII will execute a formal written assignment to OSWE of all of CII's right, title and interests in the OSWE Web Site, including any copyrights in the Deliverables and the OSWE Web Site. 3.4 OSWE'S COPYRIGHTS. OSWE's copyrights, trademarks or other intellectual property rights in Content provided by OSWE, or any other material developed by OSWE, shall belong to OSWE and CII shall have no right to copy, use or display such Content or materials except for the purpose of developing and maintaining the OSWE Web Site and promoting OSWE corporate awareness. 4.0 INDEMNIFICATION AND INSURANCE. ----------------------------- CII shall indemnify, defend and hold The Ohio & Southwestern Energy Co harmless against any and all claims, loss, cost, liability, or expense (including, without limitation, reasonable attorneys' fees and costs) incurred, sustained and/or paid by The Ohio & Southwestern Energy Co arising out of (i) any breach by CII or any of its representations, warranties or covenants made under or in connections with this Agreement, or (ii) the negligence or willful misconduct of CII in its performance under this Agreement. OSWE shall indemnify and hold harmless CII, its officers, directors, owners, agents and employees from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of the use of the OSWE Web Site. OSWE shall insure CII at OSWE's sole expense against any and all claims by third parties arising out of the Web Site services provided by CII under this Agreement. 5.0 REVIEW BY COUNSEL. ------------------ CII advises OSWE to consult legal counsel to review the terms of this Agreement and confirm the legality of the content on the OSWE Web Site. OSWE acknowledges that it has obtained advice of counsel, or will seek the advice of counsel to review the terms of this Agreement before its execution and review the content of the OSWE Web Site and verify compliance with applicable securities laws on OSWE's behalf after delivery of the OSWE Web Site. 6.0 REMOVAL OF DISPUTED MATERIAL. ---------------------------- 6.1 FORWARDING OF COMPLAINTS. In the event that CII receives a written complaint alleging that any aspect of the OSWE Web Site or information Initials: CII _____ OSWE_____ distributed through the OSWE Web Site is injurious to another, infringes or otherwise violates any third parties' right, or any law or regulation, CII will promptly forward a copy of the complaint to OSWE. If OSWE receives such a complaint, it will promptly forward a copy of the complaint to CII. 7. TERM AND TERMINATION. -------------------- 7.1 TERM. This Agreement shall begin and become effective from the date of its execution by OSWE and shall continue for an initial term of One Year. Upon termination and subject to both parties agreement an additional one-year contract will be negotiated. 7.2 TERMINATION UPON MATERIAL BREACH. Notwithstanding the normal term of this Agreement set forth in Section 8.1, either party shall have the right to terminate this Agreement only if the other party defaults in any of its material obligations under this Agreement, unless within thirty (30) days after written notice of such default the other party remedies the default. 7.3 LIABILITY LIMITATIONS. To enforce this agreement damages will be limited to actual out of pocket damages and that consequential damages shall not be recovered in any action to enforce the Agreement. 8.0 CONFIDENTIALITY. --------------- CII recognizes that during the course of CII's activities on behalf of the Company, it will accumulate certain proprietary and confidential information and trade secrets used in the Company's business and will have divulged to it certain confidential and proprietary information and trade secrets about the business, operations and prospects of the Company, which constitute valuable business assets of the Company. CII hereby acknowledges and agrees that such information, except for information which is in the public domain prior to CII's receipt thereof, or which subsequently becomes part of the public domain other than by CII's breach of a confidentiality obligation, or which CII can clearly demonstrate was in his possession prior to receipt thereof from the Company and was developed by CII or received by CII from a third-party without breach of such third-parties confidentiality obligations with respect thereto ("Proprietary Information") is confidential and proprietary and constitutes trade secret information and the Proprietary Information belongs to the Company and not to CII. CII agrees, to the extent not prohibited by law, that it shall not, at any time during or after the Term of this Agreement and three years after the expiration or termination of this Agreement, disclose, divulge or make known, directly or indirectly, to any person, or otherwise use or exploit in any manner any Proprietary Information obtained by CII under this Agreement, except in connection with and to the extent required by his performance of his duties hereunder for the Company. Upon termination of this Agreement, CII shall deliver to Company all tangible displays and repositories of Proprietary Information. CII agrees in advance and consents to the issuance of injunctive relief to stop a breach or threatened breach of this paragraph and agrees that monetary damages would be an inadequate remedy at law as a result of any breach or threatened breach of this provision. 9.0 GENERAL CONDITIONS. ------------------ 9.1 RELATIONSHIP OF THE PARTIES. No party hereto is an agent or representative of the other, and no party shall be liable for or bound by any representation, act or omission whatsoever of the other party. This Agreement shall in no way constitute a partnership or joint venture between the parties. This Agreement is not for the benefit of any third party. Initials: CII _____ OSWE_____ 9.2 FORCE MAJEURE. Nonperformance of either party shall be excused to the extent that performance is rendered impossible by strike, fire, flood, governmental acts or orders or restrictions, failure of suppliers or contractors, or any other reason where failure to perform is beyond the control and not caused by the negligence of the non-performing party. 9.3 DISCRETION. CII shall be free to exercise its own discretion as to the time, place and manner of its actual activities related to this Agreement. OSWE acknowledges that CII relies on third party services to provide several of the services to be rendered under this Agreement. The availability and quality of these third party services is subject to change from time to time for reasons outside the control of CII. Therefore, CII reserves the right to change third party service providers when it is deemed by CII to be in the best interest of oswe to effectively implement its program. 9.4 NOTICES. All notices, demands, requests, consents, statements, satisfactions, waivers, designations, refusals, confirmations, denials and other communications that may be required or otherwise provided for or contemplated hereunder shall be in writing and shall be deemed to be properly given and received (i) upon delivery, if delivered in person or by facsimile transmission with receipt acknowledged, (ii) one (1) business day after having been deposited for overnight delivery with Federal Express or another comparable overnight courier service, or (iii) three (3) business days after having been deposited in any post office or mail depository regularly maintained by the U.S. Postal Service or the official governmental postal service in the Territory, as the case may be, and sent by registered or certified mail (or its equivalent in the Territory), postage prepaid, addressed as follows: If to OSWE: If to CII: Ohio & Southwestern Energy Company Corporate Identities, Inc. Suite 450, 650 West Georgia Street 7041 Via Cabana Vancouver, BC Canada V6B 4N8 Carlsbad, California 92009 Attention: Ralph Shearing Attention: Gerald Young Tel: 866-885-5111 Tel: 760-431-2446 Fax: 604-684-3829 Fax: 760-431-1257 Email: ralph@sohoresources.ca Email: gary@ciiwest.com or to such other person or persons at such address or addresses as may be designated by written notice to the other parties hereunder. 9.5 SEVERABILITY. If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 9.6 AGREEMENT NON-ASSIGNABLE. This Agreement shall be non-assignable. 9.7 TITLE AND CAPTIONS. Section headings are for convenience only and shall not be considered in the interpretation of this Agreement. 9.8 COUNTERPARTS. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same document. The parties additionally acknowledge and agree that this Agreement may be executed and delivered by facsimile. At such time as each of the parties has a facsimile copy of this Agreement, and/or counterparts thereof, containing the signatures of all of the parties, this Agreement shall be treated as having been fully executed and delivered for all purposes. Initials: CII _____ OSWE_____ 9.9 ENTIRE AGREEMENT. This Agreement sets forth the entire agreement and understanding of the parties relating to the subject matter herein and merges all prior discussions between them. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, shall be effective unless in writing and signed by both parties to this Agreement. 9.10 GOVERNING LAW. This Agreement shall be governed by and interpreted in accordance with the laws of the State of California. Each of the Parties hereto consents to such jurisdiction for the enforcement of this Agreement and matters pertaining to the transaction and activities contemplated hereby. Any such action to enforce this Agreement shall be commenced in San Diego County, California. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written. CORPORATE IDENTITIES, INC. OHIO & SOUTHWESTERN ENERGY COMPANY a California corporation a Colorado corporation By: /s/Gerald C. Young By: /s/Ralph Shearing Gerald C. Young Ralph Shearing President President By: /s/Michael Hulslander By: /s/Mario Aiello Michael Hulslander Mario Aiello Chief Operating Officer Director EXHIBIT "A" 1.) CORPORATE DUE DILIGENCE WEB SITE DESIGN & CREATION CONSULTING o CII will assist in the design, create and continuously update a `Corporate Due Diligence' web site consistent with the company's commercial web site, incorporating all company colors, logos, and designs. o The web site will include all pertinent financial information in one location, geared for the prospective investor, current shareholders, and the investment community worldwide. o Graphical enhancements to any corporate graphic art if needed. 2.) INFORMATION & DATABASE MANAGEMENT - DBMAXPRO.COM(TM) o CII's proprietary Internet software, DBMaxPro(TM), will supply your entire database and communications needs and will be stored securely on world-renowned Innerhost.com servers for a minimum of one year. o With DBMaxPro(TM) we will create all guest sign-up forms for all client web sites and marketing efforts, garnering select information (Phone & Fax numbers, address, where they heard about the company, etc.), and funneling all interested parties into one database which becomes the property of the client. o Respondent's emails are automatically verified. o All activities in the database are monitored on a daily basis, and the client will have real time access to their database 24 hours a day, 7 days a week. o All commercially viable, pertinent information will be sent to these individuals within minutes of the information being released. o The application of different forms for each separate marketing activity gives exact statistics on the marketing activities in real time. EX-23 4 ex231s-8.txt CONSENT OF AUDITOR TERRY AMISANO LTD. AMISANO HANSON KEVIN HANSON, C.A. Chartered Accountants EXHIBIT 23.1 CONSENT OF INDEPENDENT CHARTERED ACCOUNTANTS We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 for The Ohio & Southwestern Energy Co., of our report dated February 1, 2001 relating to the December 31, 2000 financial statements of The Ohio & Southwestern Energy Co. /s/Amisano Hanson - -------------------------------------- Amisano Hanson, Chartered Accountants Vancouver, BC, Canada April 25, 2001 Suite 604 - 750 West Pender Street Telephone: (604) 689-0188 Vancouver, Canada Facsimile: (604) 689-9773 V6C 2T7 E-MAIL: amishan@telus.net S-8 5 s-8test.txt FORM S-8 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Ohio & Southwestern Energy Company ---------------------------------- (Exact Name of Registrant as Specified in Its Charter) Colorado 84-1116458 (State or Other Jurisdiction of (IRS Employer Incorporation or Organization ) Identification No.) 650 W. Georgia Street, Suite 450, Vancouver, B.C., Canada V6B 4N8 (Address of principal executive offices) (Zip Code) CONSULTANTS AND PROFESSIONALS COMMON STOCK COMPENSATION PLAN (Full title of the plan) Ralph Shearing 650 W. Georgia Street, Suite 450, Vancouver, B.C., Canada V6B 4N8 (Name and address of agent for service) 604-684-8662 (Telephone number, including area code, of agent for service)
- ----------------------- -------------- ------------------ ------------------ ------------------ Title of Amount Proposed maximum Proposed Securities to be To be Offering price Maximum aggregate Amount of Registered Registered Per Share (1) Offering price(2) Registration fee ---------------------- -------------- ------------------ ------------------ ------------------ Common stock 13,383 $1.70 $22,751.10 $100 - ----------------------- -------------- ------------------ ------------------ ------------------
(1) Estimated solely for the purpose of calculating the registration fee. (2) Based upon Market average bid/ask on a date five days prior to filing, pursuant to Rule 457. PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS The document or documents containing the information specified in Part I are not required to be filed with the securities and Exchange Commission (the "Commission") as part of this Form S-8 Registration Statement. There are individual letter agreements with the securities attorney, and other legal counsel which provide for the payment for services rendered in shares of the common stock of the Company in lieu of cash. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE (a) The Annual Report on Form 10K-SB of the Ohio & Southwestern Energy Company for the fiscal year ended December 31, 2000 filed on March 31, 2000 under Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended. (b) All reports filed by the Company pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since December 31, 2000. (c) The description of the common shares issued by the company in a Registration Statement dated January 4, 1990, and any amendment or report filed for the purpose of updating such description under Registration Statement 33-28188. All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15 of the Exchange Act after the date of filing of this Registration Statement and prior to such time as the Company files a post-effective amendment to this Registration Statement which indicates that all common shares covered by this Registration Statement 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. Copies of these documents are not required to be filed with the registration statement. ITEM 4. DESCRIPTION OF SECURITIES The description of the common shares issued by the company in a Registration Statement dated January 4, 1990, and any amendment or report filed for the purpose of updating such description under Registration Statement 33-28188. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. The validity of the securities being registered hereunder will be passed on for the Company by Michael A. Littman, attorney of Arvada, Colorado. He is an independent securities attorney and will be the owner of 5,883 shares registered pursuant to this S-8 Registration Statement. 2 ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Our Certificate of Incorporation includes a provision that eliminates the personal liability of our directors to us or our stockholders for monetary damages for breach of fiduciary duty as a director to the maximum extent permitted by the Colorado Revised Statutes, Section 7-108-402 ("CRS"). The CRS does not permit liability to be eliminated (i) for any breach of one of our director's duty of loyalty to the Company or its stockholders, (ii) for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, (iii) for unlawful payments of dividends or unlawful stock repurchases or redemptions, as provided in the CRS, or (iv) for any transaction for which one of our directors derived an improper personal benefit. Our Certificate of Incorporation also provides that Company shall indemnify our directors and executive officers to the fullest extent permitted by the CRS, including those circumstances in which indemnification would otherwise be discretionary, subject to certain exceptions. Our Certificate of Incorporation also provides that the Company will advance expenses to directors and executive officers incurred in connection with an action or proceeding as to which they may be entitled to indemnification, subject to certain exceptions. The CRS provides that 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 proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a director, officer, employee or agent of the Company or is or was serving at our request in such capacity in another corporation or business association, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. We have entered into indemnification agreements with certain of our directors and executive officers that provide the maximum indemnity allowed to directors and executive officers by the CRS and our Certificate of Incorporation, subject to certain exceptions as well as certain additional procedural protections. In addition, the indemnification agreements provide generally that we will advance expenses incurred by directors and executives officers in any action or proceeding as to which they may be entitled to indemnification, subject to certain exceptions. The indemnification provisions in our Certificate of Incorporation and the indemnity agreements entered into between us and certain of our directors and executive officers may permit indemnification for liabilities arising under the Securities Act of 1933. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officer and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, we have 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. 3 ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED Not applicable. Item 8. CONSULTANTS AND ADVISORS The following consultants and professionals will be issued securities pursuant to this Registration statement: Name Number Type of Services Provided - -------------------------------------------------------------------------------- M.A. Littman 5,883 Legal Services Corporate Identities, Inc. 7,500 Web Site Consulting & Design ITEM 9. EXHIBITS. EXHIBIT NUMBER DESCRIPTION ------ ----------- 5.1 Opinion of Michael A. Littman 10.1 Consulting Agreement with M.A. Littman, Esq. 10.2 Web Site Development & Database Management Services Agreement 23.1 Consent of Amisano & Hanson, CA. 23.2 Consent of Michael A. Littman (contained in Exhibit 5.1). ITEM 10. UNDERTAKINGS. (a) The undersigned 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: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act; (ii) To reflect in the prospectus any facts or events arising after the effective date of this 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 this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the high or low end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective Registration Statement; and (iii) include any additional or changed material information on the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement. 4 PROVIDED HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the Registration Statement is on Form S-3, Form S-8 or Form F-3, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or 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 Securities 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 the securities at that time shall be deemed to be the initial BONA FIDE offering. (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. (b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange 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. (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the 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 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 Securities Act and will be governed by the final adjudication of such issue. 5 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 Vancouver, British Columbia, Canada, on this 1st day of May, 2001. OHIO & SOUTHWESTERN ENERGY COMPANY By: /s/Ralph Shearing ---------------------------- Ralph Shearing President & Chief Operating Officer Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. SIGNATURE TITLE DATE --------- ----- ---- /s/Ralph Shearing President & Director May 1, 2001 Ralph Shearing /s/Abbas Salih Director May 1, 2001 Abbas Salih /s/Mario C. Aiello Director May 1, 2001 Mario C. Aiello 6 -----END PRIVACY-ENHANCED MESSAGE-----