-----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, E6qgyPlu/MBsgktdmLdNHVSMWRPfN3r8FcvZPTWhxwIY1ArHQXHaJ8wsVMWOiLZG W0V+MpF4bb4EzgoPTo/60g== 0001005477-97-000364.txt : 19970222 0001005477-97-000364.hdr.sgml : 19970222 ACCESSION NUMBER: 0001005477-97-000364 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19970214 EFFECTIVENESS DATE: 19970214 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: TELEMALL COMMUNICATIONS INC/NV CENTRAL INDEX KEY: 0000811036 STANDARD INDUSTRIAL CLASSIFICATION: [9995] IRS NUMBER: 880222660 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-21789 FILM NUMBER: 97533005 BUSINESS ADDRESS: STREET 1: 1601 E FLAMINGO STE 18 STREET 2: STEVE ETZIG CITY: LAS VEGAS STATE: NV ZIP: 89119 BUSINESS PHONE: 8007721973 MAIL ADDRESS: STREET 2: 3631 E 7TH AVE PKWY CITY: DENVER STATE: CO ZIP: 80206 FORMER COMPANY: FORMER CONFORMED NAME: VEGAS VENTURES INC DATE OF NAME CHANGE: 19960905 S-8 1 FORM S-8 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 TELEMALL COMMUNICATIONS, INC. ----------------------------- (Exact name of registrant as specified in its charter) NEVADA 88-022660 ------ --------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 5030 S. Paradise Rd. #C-213 Las Vegas, Nevada 89119-1214 -------------------------------------------------------- (Address of Executive Offices) Stock Compensation Plan ----------------------- (Full title of the plan) Rick Sullivan 5030 S. Paradise Rd. #C-213 Las Vegas, Nevada 89119-1214 ---------------------------- (Name and address of agent for service) 702-739-8899 ------------ (Telephone number, including area code of agent for service) COPIES TO: Claudia J. Zaman, Esq. 10850 Wilshire Blvd. Suite 1170 Los Angeles, CA 90024 (310)441-7684 Exhibit Index on page 9 Commission page 1 of 24 - -------------------------------------------------------------------------------- CALCULATION OF REGISTRATION FEE - -------------------------------------------------------------------------------- Title of Amount to be Propose Proposed Amount securities registered Maximum Maximum aggregate Of to be Offering Offering price(1) registra- registered Price/share(1) tion fee - -------------------------------------------------------------------------------- Common Stock 691,000 shares .14 96,740.00 $100 .001 par value under Stock Compensation Plan - ---------- (1) Calculated in accordance with Rule 457(b)(1) using the average of the bid and asked prices for the Common Stock as of February 5, 1997. PART II Item 3. Incorporation of Documents by Reference. The Registrant incorporates the following documents by reference in the Registration Statement, which documents are not required to be filed with this Registration Statement: (a) The Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1995. (b) The Registrant's Quarterly reports on Form 10-QSB and 10-Q for the quarters ended March 31, 1996, June 30, 1996 and September 30, 1996 and Registrant's reports on Form 8-K filed by the Registrant on or about June 27, 1996, filed by the Registrant pursuant to Section 15(d) of the Securities Exchange of 1934, as amended. All documents filed by Registrant after the date of this Registration Statement under Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, or prior to the filing of the post-effective amendment to this Registration Statement which indicates that all Securities offered hereunder have been sold, or which deregisters all the securities covered hereunder which remain unsold under this Registration Statement, shall be deemed to be incorporated by reference in the Registration Statement and to be a part here of from the date of filing such documents. Item 4. Description of Securities Common Stock The Registrant's authorized capitalization is 50,000,000 shares of Common Stock, par value $.001 per share, of which 8,875,105 shares were issued and outstanding as of February 11, 1997. Each share of the Registrant's Common Stock is entitled to one vote at the meeting of shareholders. Shares of Common Stock do not carry cumulative voting rights and therefore, holders of a majority of the outstanding shares of Common Stock will be able to elect the entire Board of Directors and, if they do so, minority shareholders would not be able to elect any members of the Board of Directors. The Registrant's Board of Directors have authority, without action by the Registrant's shareholders, to issue all or any portion of the authorized but unissued shares of Common Stock, which would reduce the percentage of ownership of the Registrant of its shareholders and which may dilute the book value of the Common Stock. -2- Shareholders of the Registrant have no preemptive rights to acquire additional shares of Common Stock. The Common Stock is not subject to redemption and carries no subscription or conversion rights. In the event of liquidation of the Registrant, the shares of the Common Stock are entitled to share equally in corporate assets after satisfied of all liabilities. Holders of Common Stock are entitled to receive such dividends as the Board of Directors may from time to time declare out of the funds legally available for the payment of dividends. The Registrant has not paid cash dividends on its Common Stock and does not anticipate that it will pay cash dividends in the foreseeable future. Preferred Shares The Registrant is authorized to issue 10,000,000 shares of Preferred Convertible Shares, $10.00 par value. As of February 4, 1997, there were 514,000 shares of issued and outstanding Preferred Convertible Shares. Shares of Preferred Stock may be divided into such series as may be established, from time to time, by the Board of Directors. The Board of Directors, from time to time, may fix and determine the designation and number of shares of any series and the relative rights and preferences of the shares of any series so established except that no series may have preemptive rights. The Board of Directors is also authorized, within the limits and restrictions stated in any resolution or resolutions of the Board of Directors originally fixing the number of shares constitution any such series, to increase or decrease (but not below the number of shares of any such series then outstanding) the number of shares of any such series subsequent to the issuance of shares of that series. Item 5. Interest of Counsel and Named experts Not Applicable. Item 6. Indemnification of Officers and Directors. The Registrant's Articles of Incorporation and Bylaws provide for indemnification of directors and officers against certain liabilities. Officers and directors of the Registrant are indemnified generally against expenses actually and reasonably incurred in connection with proceedings, whether civil or criminal. Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended (the "Act"), may be permitted to directors, officers and controlling persons of the Registrant pursuant to the forgoing provisions, or otherwise, in the opinion of the Securities and Exchange Commission, such indemnification is -3- against public policy as expressed in the Act and is, therefore, unenforceable. Item 7. Exemption from Registration Claimed The issuance of the securities to be offered hereby were exempt from the registration requirements of the Securities Act of 1933, as amended, by virtue of Section 4(2) thereof covering transactions not involving any public offering or not involving any "offer" or "sale". The offer and sale has been made to one buyer which the Registrant has reasonable grounds to believe is acquiring shares for investment and which has knowledge and experience in financial and business matters to be able to evaluate the merits and risks of the securities, and has been provided and has access to all of the Registrant's reports filed with the Commission and other relevant information. To date, 691,000 shares of the registrant's Common Stock, $.001 value, have been issued pursuant to the Registrant's Stock Compensation Plan. All the shares issued bear, and those to be issued will bear, an appropriate restrictive legend to prevent resales in violation of the Securities Act of 1933. Appropriate stop transfer instructions have been issued to the registrant's transfer agent. Item 8. Exhibits. 1 Articles of Incorporation, as amended(1) 2 Bylaws (1) 5 Opinion and Consent of Claudia J. Zaman Attorney At Law 10 Stock Compensation Plan 11 Consulting Agreement by and between the Registrant and Investors Capital Enterprises 24 Consent of Merle S. Finkel, CPA 24.2 Consent of Claudia J. Zaman Attorney At Law (2) (1) Incorporated by reference to the Registrant's quarterly report on Form 10-Q for the period ended June 30, 1996 and Registrant's Form 8-K filed on June 27, 1996. (2) Included in Exhibit 5. Item 9. Undertakings The undersigned Registrant hereby undertakes: -4- (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 of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of Registration Statement (or the most recent post-effective amendment thereof) which, individually or in aggregate, represent a fundamental change in the information set forth in the Registration Statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement, including (but not limited to) any addition or election of a managing underwriter; 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 Securities Exchange Act of 1934 that are incorporated by reference in the Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered 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. 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 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 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. -5- 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 Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by 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 that matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication. -6- 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 requiremetns 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 Town of Las Vegas, State of Nevada, on this 12th day of February, 1996. TELEMALL COMMUNICATIONS, INC. By: /s/ ------------------------------------- Rick Sullivan, Chairman & Chief Executive Officer Each person whose signature appears below on this Registration Statement hereby constitutes and appoints Rick Sullivan, Chairman, or his successor in office, with full power to act as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities (until revoked in writing) to sign any and all amendments thereto) this Registration Statement on Form S-8 of Telemall Communications, Inc.and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully for all intents and purposes, as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact or his substitute may lawfully do or cause to be done by virtue thereof. Pusuant to the requirements of the Securities Act of 2933, this registration statement has been signed by the following persons in the capacities and on the dated indicated. Signature Title Date - --------- ----- ---- /s/ Chairman & Chief February 12, 1996 - ------------------------ Executive Officer Rick Sullivan /s/ Director, Secretary February 12, 1996 - ------------------------ Eric Savage -7- /s/ Director February 12, 1996 - ------------------------ Beryl Wolk /s/ Chief Financial February 12, 1996 - ------------------------ Officer Roy Giorgi -8- EXHIBIT INDEX Exhibit Description - ------- ----------- 5 Opinion and Consent of Claudia Zaman Attorney At Law 10 1997 Consultant Stock Compensation Plan 11 Consulting Agreement by and between the Registrant and Investors Capital Enterprises 24 Consent of Merle S. Finkel, CPA -9- EX-5 2 OPINION AND CONSENT OF CLAUDIA ZAMAN EXHIBIT 5 OPINION AND CONSENT OF CLAUDIA J. ZAMAN ATTORNEY AT LAW CLAUDIA J. ZAMAN ATTORNEY AT LAW 10850 Wilshire Blvd., Suite 1170 Los Angeles, CA 90024 (310) 441-7684 (310) 441-7688 Fax February 6, 1997 TeleMall Communications, Inc. 5030 S. Paradise Rd. Suite C-213 Las Vegas, NV 89119 To the Board of Directors: I have been engaged as counsel for TeleMall Communications, Inc., a Nevada corporation (the "Company"), in connection with a proposed offering under the Securities Act of 1933, as amended (the "Act") of 691,000 shares of its Common Stock, $.001 value (the "Shares"), to Investors Capital Enterprises ("ICE"), a Nevada corporation, pursuant to that certain Consulting Agreement between the Company and ICE dated December 2, 1996 (the "Agreement") and a Registration Statement on Form S-8 (the "Registration Statement") to be filed with the Securities & Exchange Commission (the "Commission"). In connection with rendering the opinion as set forth below, I have reviewed and examined the following: 1. The Articles of Incorporation of the Company as amended; 2. The Bylaws of the Company; 3. Board of Directors Minutes of the Company, dated February 4, 1997; 4 Corporate Resolution authorizing the issuance of 691,000 shares to ICE; 5. The Agreement; 6. The Registration Statement and exhibits thereto as filed with the Commission on or about this date; and such other documents and legal authorities as I deemed necessary for purposes of rendering this opinion. In my examination, I have assumed the genuineness of all signatures, the legal capacity of all persons, the authenticity of all the documents submitted as originals, the conformity with the original documents of all documents submitted to me as photocopies or facsimile copies, and the authenticity of the originals of such copies. I have further assumed that ICE will have completed the required consulting service and/or provided consideration required under the terms of the agreement acceptable to the Board of Directors and that any Shares to be issued pursuant to the subject Agreement will have been registered in accordance with the Act prior to the issuance of such Shares or exempt from registration. Based upon the foregoing and in reliance thereon, it is my opinion that, subject to the limitations set forth herein, when the Registration Statement becomes effective under the Securities Act of 1933, as amended, and when the Shares are issued and distributed as contemplated in the Registration Statement, the securities will constitute duly and validly authorized, legally issued, fully paid and non-assessable shares of the Company's Common Stock, $.001 par value. This opinion is expressly limited in scope to the Shares and does not cover subsequent issuances of shares pursuant to the subject Agreement, if any, pertaining to services to be performed in the future (such transactions are required to be included in either new registration statements or a post-effective amendments to the registration statement including updated opinions concerning the validity of issuance of such shares). This opinion is limited to Nevada law. I express no opinion with respect to the laws of any other jurisdiction. I consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement. In giving such consent, I do not thereby admit that I am included within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations promulgated thereunder. This opinion is not to be used, circulated, quoted or otherwise referred, in whole or in part, to or for any other purpose without my prior express written consent. This opinion is based upon my knowledge of the law and facts as of the date hereof. I assume no duty to communicate with you with respect to any matters which come to my attention thereafter. Sincerely, CLAUDIA J. ZAMAN, ATTORNEY AT LAW /s/ ---------------------------------- Claudia J. Zaman -2- EX-10 3 STOCK COMPENSATION PLAN EXHIBIT 10 STOCK COMPENSATION PLAN TELEMALL COMMUNICATIONS, INC. STOCK COMPENSATION PLAN ARTICLE I Purpose of Plan This STOCK COMPENSATION PLAN (the "Plan") of TeleMall Communications, Inc. (the "Company"), for employees of the Company as well as consultants or other advisors to the Company, is intended to advance the best interests of the Company by supporting and increasing the Company's ability to attract, retain and compensate individuals or entities providing services to the Company upon whom in large measure, the sustained progress, growth and profitability of the Company depends and to allow the Company to compensate consultants and certain other persons providing bona fide services to the Company, through the award of the Company's common stock. ARTICLE II Definitions For Plan purposes, except where the context might clearly indicate otherwise, the following terms shall have the meanings set forth below: "Award" means any grant of stock under this Plan. "Board" shall mean the Board of Directors of the Company. "Code" shall mean the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder. "Common Shares" shall mean the Company's Common Shares, $.001 par value per share, or, in the event that the outstanding Common Shares are hereafter changed into or exchanged for different shares of securities of the Company, such other shares or securities. "Company" shall mean TeleMall Communications, Inc., a Nevada Corporation, and any parent or subsidiary corporation of TeleMall Communications, Inc., as such terms are defined in Sections 425(e) and 425(f), respectively, of the Code. "Date of Grant" shall mean the day that the Board authorizes the grant of an Award or such later date as may be specified by the Board as the date a particular Award will become effective. "Employee" shall mean any person or entity that renders bona fide services to the Company and is issued Common Shares under the Plan as compensation for these services. This shall include, without limitation, employees, a person or company engaged by the Company as a consultant or a lawyer, law firm, accountant or accounting firm. ARTICLE III Administration of the Plan 1. The Board shall administer the Plan and accordingly, it shall have full power to grant Awards under the Plan and issue Common Stock, to construe and interpret the Plan, establish rules and regulations and perform all other acts, including the delegation of administrative responsibilities it believes proper and reasonable. 2. The determination of those eligible to receive an Award, and the amount, type and timing of each Award and the terms and conditions of the Award shall rest in the sole discretion of the Board, subject to the provisions of the Plan. 3. The Board may correct any defect, supply any omission or reconcile any inconsistency in the Plan, or in any Award, in the manner and to the extent it shall deem necessary to carry it into effect. 4. Any decision made, or action taken, by the Board arising out of or in connection with the interpretation and administration of the Plan shall be final and conclusive. 5. No member of the Board shall be liable for any act or omission of any other member of the Board or for any act or omission on his own part, including, but not limited to, the exercise of any power or discretion given to him under the Plan, except those resulting from his own gross negligence or willful misconduct. 6. The Board shall have sole and absolute discretion to amend this Plan. 7. The Company, through its management, shall supply full and timely information to the Board on all matters relating to proposed Awards under the Plan, the Employee's duties and performance, and such other pertinent information as the Board may -2- require. The Company shall furnish the Board with such clerical and other assistance as is necessary in the performance of its duties hereunder. ARTICLE IV Shares Subject to the Plan 1. The total number of shares of the Company available for Awards under the Plan shall be One Million Shares (1,000,000) of Common Shares, subject to adjustment in accordance with Article VI of the Plan, which shares may be either authorized but unissued or reacquired Common Shares of the Company. ARTICLE V Terms and Conditions 1. Consistent with the Plan's purpose, Awards may be granted only to Employees of the Company. 2. The effective date of this Plan is February __, 1997. 3. Except as otherwise provided herein, the Board shall have complete discretion to determine when and to which Employees Awards are to be granted, and the number of shares of Common Stock to be granted to that particular employee. No such grant will be made if, in the judgment of the Board of Directors, such a grant would constitute a public distribution within the meaning of the Securities Act of 1933, as amended (the "Act") or the rules and regulations promulgated thereunder. 4. As promptly as possible after authorizing the grant of an Award, the Company shall deliver to the Award recipient a certificate or certificates registered in that person's name, representing the number of Shares awarded. If applicable, each certificate shall bear a legend indicating that the Common Stock represented by the Certificate was issued in a transaction which was not registered under the Act, and may only be sold or transferred in a transaction that is registered under the Act or is exempt from the registration requirements of the Act. ARTICLE VI Adjustments or Changes in Capitalization 1. In the event that the outstanding Common Shares of the Company are hereafter changed into or exchanged for a different number or kind of Shares or other securities of the Company by -3- reason of merger, consolidation, other reorganization, recapital ization, reclassification, combination of Shares, stock split-up or stock dividend, the number of shares remaining in the Plan for issuance under this Plan shall also be exchanged pursuant to said merger, consolidation, other reorganization, recapitalization, combination of shares, stock split, stock dividend or reverse stock split. 2. The foregoing adjustments and the manner of application of the foregoing provisions shall be determined solely by the Board, whose determination as to what adjustments shall be made and the extent thereof, shall be final, binding and conclusive. No fractional Shares shall be issued under the Plan on account of any such adjustments. ARTICLE VII Amendment and Termination of Plan 1. The Board may at any time, and from time to time, suspend or terminate the Plan in whole or in part or amend it from time to time in such respects as the Board may deem appropriate and in the best interest of the Company. 2. The Board may amend the Plan, subject to the limitations cited above, in such manner as it deems necessary to permit the granting of Awards meeting the requirements of future amendments or issued regulations, if any, to the Code. 3. No Award may be granted during any suspension of the Plan or after termination of the Plan. ARTICLE VIII Government and Other Regulations The obligation of the Company to issue, transfer and deliver Common Shares for Awards under the Plan shall be subject to all applicable laws, regulations, rules, orders and approval which shall then be in effect and required by the relevant stock exchanges on which the Common Shares are traded and by government entities as set forth below or as the Board in its sole discretion shall deem necessary of advisable. Specifically, in connection with the Securities Act of 1933, as amended, upon grant of any Award, the Company shall not be required to issue Common Shares unless the Board has received evidence satisfactory to it to the effect that the Employee will not transfer such Shares except pursuant to a registration statement in effect under such Act or unless an opinion of counsel satisfactory to the Company has been -4- received by the Company to the effect that such registration is not required. Any determination in this connection by the Board shall be final, binding and conclusive. ARTICLE IX Miscellaneous Provisions 1. No person or entity shall have any claim or right to be granted an Award under the Plan, and the grant of an Award under the Plan shall not be construed as giving an Employee the right to be retained by the Company. Furthermore, the Company expressly reserves the right at any time to terminate its relationship with an Employee with or without cause, free from any liability, or any claim under the Plan. 2. Any expenses of administering this Plan shall be borne by the Company. 3. The place of administration of the Plan shall be in the State of Nevada, and the validity, construction, interpretation, administration and effect of the Plan and of its rules and regulations, and rights relating to the Plan, shall be determined solely in accordance with the laws of the State of Nevada. 4. Without amending the Plan, grants may be made to persons who are foreign nationals or employed outside the United States, or both, on such terms and conditions, consistent with the Plan's purpose, different from those specified in the Plan as may, in the judgment of the Board, be necessary or desirable to create equitable opportunities given differences in tax laws in other countries. 5. In addition to such other rights of indemnification as they may have as members of the Board, the Board shall be indemnified by the Company against all costs and expenses reasonably incurred by them in connection with any action, suit or proceeding to which they or any of them may be party by reason of any action taken or failure to act under or in connection with the Plan or any Award granted thereunder, and against all amounts paid by them in settlement thereof (provided such settlement is approved by independent legal counsel selected by the Company) or paid by them in satisfaction of a judgment in any such action, suit or proceeding, except a judgment based upon a finding of bad faith; provided that upon the institution of any such action, suit or proceeding a Board member shall, in writing, give the Company notice thereof and an opportunity, at its own expense, to handle and defend the same before such Board member undertakes to handle and defend it on his own behalf. -5- 6. If subject to withholding tax, the Company shall be authorized to withhold from an Employee's salary or other cash compensation such sums of money as are necessary to pay the Employee's withholding tax. The Company may elect to withhold from the shares to be issued hereunder a sufficient number of shares to satisfy the Company's withholding obligations. If the Company is required to pay withholding taxes to any federal, state or other taxing authority as a result of the granting of an Award and the Employee fails to provide the Company with the funds to pay that withholding tax, the Company may withhold up to fifty percent (50%) of each subsequent payment of salary or bonus due to the Employee (which is in addition to any withholding or taxes required to be withheld from that payment) until the Company has been reimbursed for the entire withholding tax it was required to pay. 7. A copy of this Plan shall be delivered to all participants together with a copy of the resolution or resolutions of the Board authorizing the granting of an Award and establishing the terms, if any, of participation. -6- EX-11 4 CONSULTING AGREEMENT EXHIBIT 11 CONSULTING AGREEMENT CONSULTING AGREEMENT BETWEEN TELEMALL COMMUNICATIONS, INC. AND INVESTOR CAPITAL ENTERPRISES, INC. This Consulting Agreement is made as of this 2nd day of December, 1996 between TeleMall Communications, Inc., a Nevada corporation and its successors or assigns (the "Corporation") and Investor Capital Enterprises, Inc. ("Consultant"). WHEREAS, the Consultant has knowledge regarding, and relationships with, certain qualified computer component manufacturers in China (the "Manufacturers"); and WHEREAS, the Corporation is in need of the Consultant's special expertise in connection with the Manufacturers and other related businesses of the Corporation; and WHEREAS, Consultant is recognized for its credentials, judgment and experience in this field and the parties mutually desire to enter into this Agreement for their mutual benefit. 1. Responsibilities of Consultant. In consideration for the benefits provided for in the paragraph 2 of this Agreement, Consultant agrees to perform the following services for the benefit of the Corporation: (a) Consultant will be designated as a corporate consultant for the Corporation. (b) Consultant will provide general consulting services to the Corporation in the area of making introductions to the Manufacturers on behalf of the Corporation, assist the Corporation in negotiations with the Manufacturers and assist the Corporation in other matters relating to contracts and contacts with the Manufacturers so that the Corporation will be able to conduct business with the Manufacturers. (c) Consultant will be available as needed to provide these services to the Corporation. However, Consultant will not work exclusively for Corporation. Consultant will use its best efforts to achieve the goals of the Corporation and will not disclose any proprietary or confidential information of the Corporation without the Corporations's prior consent. 2. Compensation to Consultant. In consideration for the consulting services provided by Consultant as specified in paragraph 1 above, and other such good and valuable consideration, Corporation agrees to issue to Consultant or its designee 691,000 shares of the Common Stock of the Corporation (the "shares") as full payment for the services rendered hereunder. The Shares shall be duly issued and validly authorized shares of the Corporation upon issuance. 3. Registration on Form S-8. The Corporation agrees to cause the Shares to be registered under the Securities Act of 1933, as amended, by including the shares in a registration statement to be filed by the Corporation with the Securities and Exchange Commission within ninety days of the date of this Agreement. All expenses incurred in connection with registering the Shares shall be borne by the Corporation. 4. Duration. This Agreement will be in effect for the period commencing on the date hereof and ending on November 2, 1997. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first set forth above. TELEMALL COMMUNICATIONS, INC. /s/ -------------------------------------- Rick Sullivan, President INVESTOR CAPITAL ENTERPRISES, INC. /s/ -------------------------------------- Gary Kucher, President -2- EX-24 5 CONSENT OF MERLE S. FINKEL, CPA EXHIBIT 24 CONSENT OF MERLE S. FINKEL, CPA MERLE S. FINKEL CERTIFIED PUBLIC ACCOUNTANT 210 Grant Street (412) 393-0805 Suite 1 (310) 473-4700 Pittsburgh, PA 15219 Securities & Exchange Commission 450 Fifth Street NW Washington, DC 20549 CONSENT OF THE CERTIFIED PUBLIC ACCOUNTANT Gentlemen: I have issued my reports dated June 20, 1996, relating to the financial statements of TeleMall Communications, Inc. for the years ended December 31, 1995 and 1994 and the period ending June 5, 1996. I consent to their use in the Form S-8 dated February 12, 1997. Sincerely, /s/ - ------------------------------ Merle S. Finkel Certified Public Accountant Pittsburgh, Pennsylvania February 4, 1997 -----END PRIVACY-ENHANCED MESSAGE-----