As filed with the Securities and Exchange Commission on September 17, 2001.
Registration No. 33-_________
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington D. C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
ELITE TECHNOLOGIES, INC.
------------------------
(Exact name of registrant as specified in its charter)
TEXAS 76-0252296
----- -----------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification
Number)
Suite 100, 5050 Oakbrook Parkway, Norcross, Georgia 30093
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(Address of principal executive offices) (ZIP Code)
STOCK COMPENSATION PAYABLE TO CONSULTANT AND TO COUNSEL
-------------------------------------------------------
(Full title of plan)
Scott Schuster, Chief Executive Officer
Suite 100, 5050 Oakbrook Parkway, Norcross, Georgia 30093
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(Name and address of agent for service)
(770) 559-4975
--------------
(Telephone number, including area code, of agent for service)
Copy to:
Jackson L. Morris, Esq., 3116 West North A Street, Tampa, Florida 33609-1544
Telephone (813) 874-8854 Facsimile (813) 873-9628
CALCULATION OF REGISTRATION FEE
Title of each
class of
securities Proposed maximum Proposed maximum Amount of
to be Amount to be offering price aggregate registration
registered registered per unit offering price fee
---------- ------------ ---------------- ---------------- ------------
Common stock
$.0001 par 4,600,000 $0.05 $230,000 $57.50
value
Note: The proposed maximum offering price per unit, proposed maximum aggregate
offering price and amount of the registration fee are based upon the closing
price of the registrant's common stock on the business day preceding the filing
of this registration statement.
PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1: Plan Information.
The common stock is not being offered pursuant to a plan. The common stock is
being issued as compensation for services of a product-marketing consultant and
for legal services.
Elite Technologies, Inc. (the "Company") is offering the common stock as
compensation for services rendered or to be rendered and not compensated in
cash. The common stock will be issued to the intended recipients upon the
effective date of this registration statement. The common stock is not being
offered pursuant to a plan. The issuance of the common stock is not subject to
the Employee Retirement Income Security Act of 1974. Additional information may
be obtained from Scott Schuster, chief executive officer of the Company. Mr.
Schuster's address is Suite 100, 5050 Oakbrook Parkway, Norcross, Georgia 30093
and his telephone number at that address is (770) 559-4975.
The Company is offering an aggregate of 4,600,000 shares of its common stock,
$0.0001 par value per share pursuant to this registration statement.
The following persons are participating in the distribution made pursuant to
this registration statement:
Name Number of shares Nature of services
---- ---------------- ------------------
Dave Arner 2,500,000 product marketing consultant
Alexander Kuhne,Esq. 200,000 legal services
Albert Davis 1,400,000 product marketing consultant
Jackson L. Morris,Esq. 500,000 legal services
Each of these participating persons has provided or will provide bona fide
services to the Company in payment for the shares and is believed to be within
the term "employee" as defined for purposes of Form S-8.
The shares will be treated as ordinary income at the fair market value thereof
on the date of receipt under the Internal Revenue Code ("Code"), to the extent
the recipient is a citizen or resident of the United States of America or
otherwise subject to taxation of income under the Code from United States
sources.
ITEM 2: Registrant Information and Employee Plan Annual Information.
Upon written or oral request, the Company will provide, without charge, a copy
of all documents incorporated by reference in Item 3 of Part II of this
Registration Statement, which are incorporated by reference in the Section 10(a)
Prospectus, and all other documents required to be delivered to "employees"
pursuant to Rule 428(b) promulgated under the Securities Act of 1933, as
amended, (the "Securities Act"). All requests should be made to Elite
Technologies, Inc., Attn: Scott Schuster, chief executive officer, Suite 100,
5050 Oakbrook Parkway, Norcross, Georgia 30093. Mr. Schuster's telephone number
at that address is (770) 559-4975.
PART II: INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3: Incorporation of Documents by Reference.
The following documents, which are on file with the Securities and Exchange
Commission (the "Commission"), are incorporated in this Registration Statement
by this reference: (a) Annual Report on Form 10-K for the year ended May 31,
2001, and reports filed on Form 8-K subsequent to May 31, 2001, including any
amendment thereto. (c) Notwithstanding the Company's registration under Section
12 of the Securities Exchange Act of 1934, the Company has elected to set forth
a description of its common stock under Item 4, rather than incorporate such
information by reference, in view of the fact that the registration statement in
which the description is set forth is not available on the Commission's EDGAR
System and may be out of date.
All documents filed by the Registrant pursuant to Section 13(a), 14 and 15(d) of
the Exchange Act prior to the filing of a post-effective amendment which
indicates that all shares offered hereby have been sold or which deregisters all
shares then remaining unsold, shall be deemed to be incorporated in this
Registration Statement by this reference and to be a part hereof from and after
the date of filing of such documents.
ITEM 4. Description of Securities.
The Company's common stock is registered pursuant to Section 12 of the
Securities Exchange Act of 1934. The Company elects to describe its common stock
herein, rather than incorporate such information by reference, in view of the
fact that the registration statement in which the description is set forth is
not available on the Commission's EDGAR System and may be out of date.
The authorized Common Stock of the Company consists of five hundred million
shares, $0.0001 par value per share. A total of 61,812,434 shares of Common
Stock have been issued and are outstanding at May 31, 2001. The Company will
have 66,412,434 shares issued and outstanding, following the issuance of
4,600,000 shares pursuant to this Registration Statement. Holders of the
Company's common stock (i) have equal and ratable rights with all holders of
issued and outstanding common stock to dividends from funds legally available
therefor, when, as and if declared by the board of directors of the Company;
(ii) are entitled to share ratably with holders of issued and outstanding common
stock in all of the assets of the Company available for distribution to holders
of common stock, upon liquidation, dissolution or winding up of the affairs of
the Company; (iii) do not have preemptive, subscription or conversion rights;
(iv) have no redemption or sinking fund provisions applicable thereto; (v) have
one vote on election of each director and other matters submitted to a vote of
stockholders; and (vi) do not have cumulative voting rights.
ITEM 5. Interests of Named Experts and Counsel.
The Company will rely on an opinion given by Jackson L. Morris, Esq., Tampa,
Florida, as to the legality of the Shares. Mr. Morris is the record holder of
1,250,000 shares of the Company's common stock and will receive an additional
500,000 shares pursuant to this Registration Statement.
ITEM 6. Indemnification of Directors and Officers
Under Texas corporation law, the Company may indemnify a director or officer
when it is determined he conducted himself in good faith; reasonably believed:
(a) in the case of conduct in his official capacity as a director of the
corporation, that his conduct was in the corporation's best interests; and (b)
in all other cases, that his conduct was at least not opposed to the
corporation's best interests; and (3) in the case of any criminal proceeding,
had no reasonable cause to believe his conduct was unlawful.
With certain exceptions, a director or officer may not be indemnified in respect
of a proceeding: (1) in which the person is found liable on the basis that
personal benefit was improperly received by him, whether or not the benefit
resulted from an action taken in the person's official capacity; or (2) in which
the person is found liable to the corporation.
The termination of a proceeding by judgment, order, settlement, or conviction,
or on a plea of nolo contendere or its equivalent is not of itself determinative
that the person did not meet the requirements set forth above for
indemnification. A person shall be deemed to have been found liable in respect
of any claim; issue or matter only after the person shall have been so adjudged
by a court of competent jurisdiction after exhaustion of all appeals there from.
A director or officer may be indemnified against judgments, penalties (including
excise and similar taxes), fines, settlements, and reasonable expenses actually
incurred by the person in connection with the proceeding; but if the person is
found liable to the Company or is found liable on the basis that personal
benefit was improperly received by the person, the indemnification (1) is
limited to reasonable expenses actually incurred by the person in connection
with the proceeding and (2) shall not be made in respect of any proceeding in
which the person shall have been found liable for willful or intentional
misconduct in the performance of his duty to the Company.
A determination of indemnification under must be made: (1) by a majority vote of
a quorum consisting of directors who at the time of the vote are not named
defendants or respondents in the proceeding; (2) if such a quorum cannot be
obtained, by a majority vote of a committee of the board of directors,
designated to act in the matter by a majority vote of all directors, consisting
solely of two or more directors who at the time of the vote are not named
defendants or respondents in the proceeding; (3) by special legal counsel
selected by the board of directors or a committee of the board by vote as set
forth in Clause (1) or (2) of this paragraph, or, if such a quorum cannot be
obtained and such a committee cannot be established, by a majority vote of all
directors; or (4) by the shareholders in a vote that excludes the shares held by
directors who are named defendants or respondents in the proceeding.
Authorization of indemnification and determination as to reasonableness of
expenses must be made in the same manner as the determination that
indemnification is permissible, except that if the determination that
indemnification is permissible is made by special legal counsel, authorization
of indemnification and determination as to reasonableness of expenses must be
made in the manner specified by Clause (3) of the preceding paragraph for the
selection of special legal counsel. A provision contained in the articles of
incorporation, the bylaws, a resolution of shareholders or directors, or an
agreement that makes mandatory the indemnification permitted shall be deemed to
constitute authorization of indemnification in the manner described in this
paragraph even though such provision may not have been adopted or authorized in
the same manner as the determination that indemnification is permissible.
The Company shall indemnify a director or officer against reasonable expenses
incurred by him in connection with a proceeding in which he is a named defendant
or respondent because he is or was a director if he has been wholly successful,
on the merits or otherwise, in the defense of the proceeding. If, in a suit for
the indemnification described in this paragraph, a court of competent
jurisdiction determines that the director is entitled to indemnification under
that section, the court shall order indemnification and shall award to the
director the expenses incurred in securing the indemnification.
If, upon application of a director or officer, a court of competent jurisdiction
determines, after giving any notice the court considers necessary, that the
director or officer is fairly and reasonably entitled to indemnification in view
of all the relevant circumstances, whether or not he has met the requirements
described above or has been found liable in the circumstances described above,
the court may order the indemnification that the court determines is proper and
equitable; but if the person is found liable to the Company or is found liable
on the basis that personal benefit was improperly received by the person, the
indemnification shall be limited to reasonable expenses actually incurred by the
person in connection with the proceeding.
Reasonable expenses incurred by a director or officer who was, is, or is
threatened to be made a named defendant or respondent in a proceeding may be
paid or reimbursed by the Company, in advance of the final disposition of the
proceeding and without the determination specified above or the authorization or
determination specified above, after the Company receives a written affirmation
by the director of his good faith belief that he has met the standard of conduct
necessary for indemnification under the statute and a written undertaking by or
on behalf of the director to repay the amount paid or reimbursed if it is
ultimately determined that he has not met that standard or if it is ultimately
determined that indemnification of the director against expenses incurred by him
in connection with that proceeding is prohibited by the statute. A provision
contained in the articles of incorporation, the bylaws, a resolution of
shareholders or directors, or an agreement that makes mandatory the payment or
reimbursement permitted by the statute shall be deemed to constitute
authorization of that payment or reimbursement. The written undertaking
described in this paragraph must be an unlimited general obligation of the
director but need not be secured. It may be accepted without reference to
financial ability to make repayment.
The Company's bylaws contain provisions for indemnification of directors and
officers, but is valid only to the extent it is consistent with the statute.
The Company may pay or reimburse expenses incurred by a director or officers in
connection with his appearance as a witness or other participation in a
proceeding at a time when he is not a named defendant or respondent in the
proceeding.
ITEM 7. Exemption From Registration Claimed
None of the shares of the Company's common stock covered hereby has been
previously issued in reliance upon an exemption from the registration
requirements of the Securities Act.
ITEM 8: Exhibits
4.1 Consulting Agreement between the registrant and Dave Arner
4.2 Consulting Agreement between the registrant and Albert Davis
5.1 Opinion of Jackson L. Morris, Esq.
24.1 Consent of Jackson L. Morris, Esq. (included in Exhibit 5.1)
24.2 Consent of Auditors
ITEM 9: Undertakings.
The undersigned Registrant hereby undertakes:
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.
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 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 Act and will be governed by the final adjudication of
such issue.
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 Norcross, Georgia, on September 14, 2001.
Elite technologies, Inc.
By: /s/ Scott Schuster
Scott Schuster, Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
Signature Capacity in Which Signed Date
/s/ Scott Schuster Chief Executive Officer, CEO September 17, 2001
-------------------- and Director
Scott Schuster (Principal Executive Officer)
/s/ David Peacos Chief Financial Officer, CFO September 17, 2001
----------------
David Peacos (Principal Financial Office and
Principal Accounting Officer)
/s/ Stephen Randy Ragsdale Director September 17, 2001
--------------------------
Stephen Randy Ragsdale
/s/ David Aksoy Director September 17, 2001
---------------
David Aksoy
/s/ Frank Noori Chief Operating Officer, COO September 17, 2001
---------------
Frank Noori
EXHIBIT INDEX
Document Description of Document-
4.1 Consulting Agreement between the registrant and Dave Arner
4.2 Consulting Agreement between the registrant and Albert Davis
5.1 Opinion of Jackson L. Morris, Esq.
24.1 Consent of Jackson L. Morris, Esq. (included in Exhibit 5.1)
24.2 Consent of auditors
Exhibit 4.1 Consulting Agreement between the registrant and Dave Arner.
CONSULTING AGREEMENT
ELITE TECHNOLOGIES, INC. A TEXAS CORPORATION, (HEREINAFTER REFERRED TO AS
"COMPANY") AND Dave Arner (HEREINAFTER REFERRED TO AS "CONSULTANT") AGREE AS
FOLLOWS:
1. CONSULTANT: Company hires Consultant and Consultant hereby accepts consulting
with the Company upon the terms and conditions hereinafter set forth.
2. TERM OF CONSULTING AGREEMENT:
A. INITIAL TERM: The term of this Consulting Agreement shall commence on June 1,
2001 and shall terminate on May 31, 2002, unless otherwise extended or
terminated as provided for under this agreement.
3. CONSULTANT'S DUTIES:
A. TITLE: Consultant shall serve as an independent outside Marketing Advisor to
the Company. In that capacity, Consultant shall provide introduction to business
contacts, marketing outlets and other such services, acts, or things necessary
to increase the marketing awareness of the Company's product lines.
B. LOYAL AND CONSCIENTIOUS PERFORMANCE: Consultant agrees that to the best of
his ability and experience he will at all times loyally and conscientiously
perform all of the obligations required of him either expressly or implicitly by
the terms of this agreement.
C. COMPETITIVE ACTIVITIES: During the term of this agreement Consultant shall
not, directly participate in any business that is in competition in any manner
whatsoever with the business of the Company.
D. TRADE SECRETS:
(i) The parties acknowledge and agree that during the term of this agreement and
in the course of the discharge of his consulting hereunder, Consultant shall
have access to and become acquainted with information concerning the operation
of the Company, including without limitation, customers, financial, personnel,
sales, planning, marketing and other information that is owned by the Company
and regularly used in the operation of the Company's business and that this
information constitutes the Company's trade secrets.
(ii) Consultant agrees that he shall not disclose any such trade secrets,
directly or indirectly, to any other person or use them in any way, either
during the term of this agreement or at any time thereafter, except as is
required in the course of his consulting with the Company. The unauthorized use
or disclosure of any of the Company's trade secrets obtained by Consultant
during his consulting with the Company shall constitute unfair competition.
(iii)Consultant further agrees that all files, records, documents, equipment and
similar items relating to Company's business, whether prepared by Consultant or
others, are and shall remain exclusively the property of the Company.
4. COMPENSATION:
A. BASE COMPENSATION: The Consultants shall receive 2,500,000 shares of Stock in
Elite Technologies, Inc. with S-8 registration rights.
B. SEVERANCE ALLOWANCE: Notwithstanding any provision of this agreement, if,
during the initial term of this agreement or any extension thereof, the Company
terminates this agreement without cause or materially breaches this agreement,
the Company shall pay Consultant, without setoff, the balance owing under this
agreement ("Severance Allowance") upon termination.
C. TAX WITHHOLDING: Consultant hereby acknowledges and warrants that neither it,
nor any of its employees or agents, will be treated as an employee of the
Company with respect to any services rendered to the Company for any purpose
whatever, including without limitation for the purpose of Social Security,
Federal or State Unemployment taxes or income tax withholding at any source.
Consultant shall be solely responsible for its Federal, State and Local income
taxes, if any.
5. EXPENSE ALLOWANCE: Company shall reimburse Consultant for all business
related expenses incurred by Consultant during the course of his consulting on
behalf of the Company.
6. TERMINATION:
A. TERMINATION FOR CAUSE: The Company reserves the right to terminate this
agreement, if Consultant willfully breaches or habitually neglects his
consulting duties which he is asked to perform under the terms of this
agreement, or commits such acts of dishonesty, fraud, misrepresentation or other
acts of moral turpitude as would prevent the effective performance of his
consulting. Any outstanding stock options would be considered void as of the
date of termination.
B. TERMINATION BY CONSULTANT: Consultant may terminate his obligations under
this agreement by giving the Company at least 30 days (30) notice in advance.
7. CONSULTANT'S OBLIGATION AFTER TERMINATION: The Consultant agrees that for a
period of one year (1) immediately following the termination of his consulting
with the Company, Consultant shall not directly or indirectly make known to any
person, firm, or corporation the names or addresses of any of the customers of
the Company or any other information pertaining to them, or call on, solicit,
take away, or attempt to call on, solicit, or take away any of the acquaintances
during his term of consulting with the Company, either for himself or for any
other person, firm, or corporation.
8. MEDIATION. Any controversy between the parties involving the construction or
application of any terms, provisions, or conditions of this agreement, shall on
the written request of either party served on the other, be submitted to
mediation before a neutral third party. The parties shall share the cost of
mediation jointly.
9. ENTIRE AGREEMENT: This agreement supersedes any and all other agreements,
either written or oral, between the parties hereto with respect to the
consulting of the Consultant to the Company and contains all of the covenants
and agreements between the parties with respect to such consulting for the
Company in any manner whatsoever. Both parties must sign any modification to
this agreement.
10. PARTIAL INVALIDITY: If any part of this agreement shall be determined by a
court or mediator to be invalid, the remainder hereof shall be construed as if
the invalid portion has been omitted.
11. WAIVER: No waiver of any of the provisions of this agreement shall be deemed
or shall constitute a waiver of any other provision, whether or not similar, nor
shall any waiver constitute a continuing waiver. No waiver shall be binding
unless executed in writing by the party making the waiver.
12. LAW GOVERNING AGREEMENT: This agreement shall be governed by and construed
in accordance with the laws of the State of Georgia.
Elite Technologies, Inc.
Dated: September 17, 2001
By: /s/ Scott Schuster
-----------------------
Scott Schuster, President & CEO
Dated: September 17, 2001
By: /s/ Dave Arner
-------------------
Dave Arner
Exhibit 4.2 Consulting Agreement between the registrant and Albert Davis.
CONSULTING AGREEMENT
ELITE TECHNOLOGIES, INC. A TEXAS CORPORATION, (HEREINAFTER REFERRED TO AS
"COMPANY") AND Albert Davis (HEREINAFTER REFERRED TO AS "CONSULTANT") AGREE AS
FOLLOWS:
1. CONSULTANT: Company hires Consultant and Consultant hereby accepts consulting
with the Company upon the terms and conditions hereinafter set forth.
2. TERM OF CONSULTING AGREEMENT:
A. INITIAL TERM: The term of this Consulting Agreement shall commence on June 1,
2001 and shall terminate on May 31, 2002, unless otherwise extended or
terminated as provided for under this agreement.
3. CONSULTANT'S DUTIES:
A. TITLE: Consultant shall serve as an independent outside Marketing Advisor to
the Company. In that capacity, Consultant shall provide introduction to business
contacts, marketing outlets and other such services, acts, or things necessary
to increase the marketing awareness of the Company's product lines.
B. LOYAL AND CONSCIENTIOUS PERFORMANCE: Consultant agrees that to the best of
his ability and experience he will at all times loyally and conscientiously
perform all of the obligations required of him either expressly or implicitly by
the terms of this agreement.
C. COMPETITIVE ACTIVITIES: During the term of this agreement Consultant shall
not, directly participate in any business that is in competition in any manner
whatsoever with the business of the Company.
D. TRADE SECRETS:
(i) The parties acknowledge and agree that during the term of this agreement and
in the course of the discharge of his consulting hereunder, Consultant shall
have access to and become acquainted with information concerning the operation
of the Company, including without limitation, customers, financial, personnel,
sales, planning, marketing and other information that is owned by the Company
and regularly used in the operation of the Company's business and that this
information constitutes the Company's trade secrets.
(ii) Consultant agrees that he shall not disclose any such trade secrets,
directly or indirectly, to any other person or use them in any way, either
during the term of this agreement or at any time thereafter, except as is
required in the course of his consulting with the Company. The unauthorized use
or disclosure of any of the Company's trade secrets obtained by Consultant
during his consulting with the Company shall constitute unfair competition.
(iii)Consultant further agrees that all files, records, documents, equipment and
similar items relating to Company's business, whether prepared by Consultant or
others, are and shall remain exclusively the property of the Company.
4. COMPENSATION:
A. BASE COMPENSATION: The Consultants shall receive 1,400,000 shares of Stock in
Elite Technologies, Inc. with S-8 registration rights.
B. SEVERANCE ALLOWANCE: Notwithstanding any provision of this agreement, if,
during the initial term of this agreement or any extension thereof, the Company
terminates this agreement without cause or materially breaches this agreement,
the Company shall pay Consultant, without setoff, the balance owing under this
agreement ("Severance Allowance") upon termination.
C. TAX WITHHOLDING: Consultant hereby acknowledges and warrants that neither it,
nor any of its employees or agents, will be treated as an employee of the
Company with respect to any services rendered to the Company for any purpose
whatever, including without limitation for the purpose of Social Security,
Federal or State Unemployment taxes or income tax withholding at any source.
Consultant shall be solely responsible for its Federal, State and Local income
taxes, if any.
5. EXPENSE ALLOWANCE: Company shall reimburse Consultant for all business
related expenses incurred by Consultant during the course of his consulting on
behalf of the Company.
6. TERMINATION:
A. TERMINATION FOR CAUSE: The Company reserves the right to terminate this
agreement, if Consultant willfully breaches or habitually neglects his
consulting duties which he is asked to perform under the terms of this
agreement, or commits such acts of dishonesty, fraud, misrepresentation or other
acts of moral turpitude as would prevent the effective performance of his
consulting. Any outstanding stock options would be considered void as of the
date of termination.
B. TERMINATION BY CONSULTANT: Consultant may terminate his obligations under
this agreement by giving the Company at least 30 days (30) notice in advance.
7. CONSULTANT'S OBLIGATION AFTER TERMINATION: The Consultant agrees that for a
period of one year (1) immediately following the termination of his consulting
with the Company, Consultant shall not directly or indirectly make known to any
person, firm, or corporation the names or addresses of any of the customers of
the Company or any other information pertaining to them, or call on, solicit,
take away, or attempt to call on, solicit, or take away any of the acquaintances
during his term of consulting with the Company, either for himself or for any
other person, firm, or corporation.
8. MEDIATION. Any controversy between the parties involving the construction or
application of any terms, provisions, or conditions of this agreement, shall on
the written request of either party served on the other, be submitted to
mediation before a neutral third party. The parties shall share the cost of
mediation jointly.
9. ENTIRE AGREEMENT: This agreement supersedes any and all other agreements,
either written or oral, between the parties hereto with respect to the
consulting of the Consultant to the Company and contains all of the covenants
and agreements between the parties with respect to such consulting for the
Company in any manner whatsoever. Both parties must sign any modification to
this agreement.
10. PARTIAL INVALIDITY: If any part of this agreement shall be determined by a
court or mediator to be invalid, the remainder hereof shall be construed as if
the invalid portion has been omitted.
11. WAIVER: No waiver of any of the provisions of this agreement shall be deemed
or shall constitute a waiver of any other provision, whether or not similar, nor
shall any waiver constitute a continuing waiver. No waiver shall be binding
unless executed in writing by the party making the waiver.
12. LAW GOVERNING AGREEMENT: This agreement shall be governed by and construed
in accordance with the laws of the State of Georgia.
Albert Davis
Dated: September 17, 2001
By: /s/ Albert Davis
---------------------
Albert Davis
Exhibit 5.1 Opinion of Counsel and Consent
September 17, 2001
Board of Directors
Elite Technologies, Inc.,
Suite 100
5050 Oakbrook Parkway
Norcross, Georgia 30093
Re: Registration Statement on Form S-8
Gentlemen:
I am acting as counsel for Elite Technologies, Inc., a Texas corporation (the
"Company"), in connection with the registration under the Securities Act of
1933, as amended (the "Act"), of the offer and sale of 4,600,000 shares (the
"Shares") of the Company's common stock, par value $0.0001 per share (the
"Common Stock") which the Company intends to issue to a consultant and to the
undersigned in payment for services rendered or to be rendered to the Company. A
Registration Statement on Form S-8 covering the Shares (the "Registration
Statement") is being filed under the Act with the Securities and Exchange
Commission.
In rendering the opinion expressed herein, I have reviewed such matters of law
as I have deemed necessary and have examined copies of such agreements,
instruments, documents and records, as I have deemed relevant. In rendering the
opinions expressed herein, I have assumed the genuineness and authenticity of
all documents examined by us and of all signatures thereon, the legal capacity
of all natural persons executing such documents, the conformity to original
documents of all documents submitted to us as certified or conformed copies or
photocopies and the completeness and accuracy of the certificates of public
officials examined by us. I have made no independent factual investigation with
regard to any such matters.
Based upon the foregoing and subject to the qualifications stated herein, it is
my opinion that the Shares to be issued, when issued and delivered for the
purposes described above, will be validly issued, fully paid and non-assessable.
The opinion expressed herein is limited to matters involving the federal laws of
the United States and to the corporate laws of the State of Texas, and I express
no opinion as to the effect on the matters covered by this opinion of the laws
of any other jurisdiction.
I hereby consent to the use of this opinion as an exhibit to the Registration
Statement and the reference to me therein under the caption "Interests of Named
Experts and Counsel." The opinion expressed herein is rendered solely for your
benefit in connection with the transaction described herein. Except as otherwise
provided herein, this opinion may not be used or relied upon by any person, nor
may this letter or any copies thereof be furnished to a third party, filed with
a governmental agency, quoted, cited or otherwise referred to without my prior
written consent.
Very truly yours
/s/ Jackson L. Morris
---------------------
Jackson L. Morris
Exhibit 24.2 Consent of Independent Certified Public Accountants
The Board of Directors
Elite Technologies, Inc.
We consent to the incorporation by reference in the Registration Statement on
Form S-8 of Elite Technologies, Inc. dated September 17, 2001 of our report
dated August 17, 2001 related to the consolidated balance sheet as of May 31,
2001 and the consolidated statements of operations, stockholders equity and cash
flows of Elite Technologies, Inc. and subsidiaries for the year ended May 31,
2001.
/s/ Israel and Ricardo Blanco, C.P.A.
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Israel and Ricardo Blanco, C.P.A.
Certified Public Accountant
September 17, 2001
The Board of Directors
Elite Technologies, Inc.
We consent to the incorporation by reference in the Registration Statement on
Form S-8 of Elite Technologies, Inc. dated September 17, 2001 of our report
dated November 9, 2000, except for Note 13 (c) as to which the date is February
21, 2001 related to the consolidated balance sheet as of May 31, 2000 and the
consolidated statements of operations, stockholders equity and cash flows of
Elite Technologies, Inc. and subsidiaries for the year ended May 31, 2000.
/s/ KIRSCHNER & ASSOCIATES, P.C.
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KIRSCHNER & ASSOCIATES, P.C.
Certified Public Accountants
Marietta, Georgia
September 17, 2001
The Board of Directors
Elite Technologies, Inc.
We consent to the incorporation by reference in the Registration Statement on
Form S-8 of Elite Technologies, Inc. dated September 17, 2001 of our report
dated August 25, 1999 related to the consolidated statements of operations,
stockholders equity and cash flows of Elite Technologies, Inc. and subsidiaries
for the year ended May 31, 1999.
/s/ KPMG LLP
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KPMG LLP
Atlanta, Georgia
September 17, 2001