U. S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ATR Search Corporation
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
NEVADA 91-2105842
(STATE OR OTHER JURISDICTION OF (IRS EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
2 Penn Plaza, 15th Floor, Ste. 53, New York, NY 10121
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 292-4959
Consulting Agreement Between
The Company and Ken Lowman
(Full title of the plans)
Corporate Agents of Nevada, Inc.
4955 S. Durango Drive, Suite 216
Las Vegas, Nevada 89113
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(Name and address of agent for service)
(702) 948-7501
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(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
COPIES OF COMMUNICATIONS TO:
Thomas C. Cook, Esq.
Thomas C. Cook and Associates, Ltd.
4955 S. Durango Drive, Suite 214
Las Vegas, Nevada 89113
(702) 952-8519
/1/
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CALCULATION OF REGISTRATION FEE
Proposed Proposed
maximum maximum
offering aggregate Amount of
Title of securities Amount to be price offering registration
to be registered registered per unit price fee
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Common Stock, par 3,000,000 Shares $0.05 $150,000 $13.80
value, $.001 per
share
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*Estimated solely for purposes of calculating the registration fee.
Calculated in accordance with Rule 457(c) under the Securities Act
of 1933 based upon the average of the bid and asked price of Common
Stock of ATR Search Corporation as reported on the NASD over-the-
counter bulletin board on July 17, 2002.
PART I
Information Required in the Section 10(a) Prospectus
Item 1. Plan Information
The Company is offering shares of its common stock to one
individual for consulting services on the Company's behalf. This
issuance of shares is being made pursuant to a consulting agreement
between the Company and the individual. The Company has equated
this number of shares to the value of the consulting services
provided or to be provided by this individual. The shares issued
hereunder will not be subject to any resale restrictions. The
following individual will receive the number of shares listed next
to his name:
Ken Lowman 3,000,000
PART II
Information Required in the Registration Statement
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, filed with the Securities and Exchange
Commission (the "Commission") by ATR Search Corporation, a Nevada
corporation (the "Company"), are incorporated herein by reference:
(a) The registrant's Articles of Incorporation filed on March 2,
2001 and Amended Articles of Incorporation filed on May 9, 2001;
(b) The registrant's By-Laws adopted on March 16, 2001;
(c) All other reports of the Company filed pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934 since the end
of the fiscal year ended December 31, 2001; and
(d) All documents subsequently filed by the registrant pursuant to
sections 13(a), 13(c), 14 and 15(d) of the Exchange Act during
the effectiveness of this registration statement.
/4/
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The shares registered herein are being issued to the consultant for
services provided to the Registrant. Neither the Registrant's
Accountants nor any other experts named in the registration
statement has any equity or other interest in the Registrant.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
THE ARTICLES OF INCORPORATION OF THE COMPANY PROVIDE FOR INDEMNIFICATION OF
EMPLOYEES AND OFFICERS IN CERTAIN CASES. INSOFAR AS INDEMNIFICATION FOR
LIABILITIES ARISING UNDER THE SECURITIES ACT OF 1933 MAY BE PERMITTED TO
DIRECTORS, OFFICERS OR PERSONS CONTROLLING THE COMPANY PURSUANT TO THE
FOREGOING PROVISIONS, THE COMPANY HAS BEEN INFORMED THAT IN THE OPINION OF
THE SECURTIES AND EXCHANGE COMMISSION SUCH INDEMNIFICATION IS AGAINST PUBLIC
POLICY AS EXPRESSED IN THE ACT AND IS THEREFORE UNENFORCEABLE.
In addition, Section 78.751 of the Nevada General Corporation Laws
provides as follows: 78.751 Indemnification of officers, directors,
employees and agents; advance of expenses.
1. 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, suit or proceeding, whether civil, criminal,
administrative or investigative, except an action by or in the
right of the corporation, by reason of the fact that he is or was a
director, officer, employee or agent of the corporation, or is or
was serving at the request of the corporation as a director,
officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses,
including attorney's fees, judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection
with the action, suitor proceeding if he acted in good faith and in
a manner which he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe
his conduct was unlawful. The termination of any action, suit or
proceeding by judgment, order, settlement, conviction, or upon a
plea of nolo contendere or its equivalent, does not, of itself,
create a presumption that the person did not act in good faith and
in a manner which he reasonably believed to be in or not opposed to
the best interests of the corporation, and that, with respect to
any criminal action or proceeding, he had reasonable cause to
believe that his conduct was unlawful.
2. 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 suit by or in the right of the corporation to
procure a judgment in its favor by reason of the fact that he is or
was a director, officer, employee or agent of the corporation, or
is or was serving at the request of the corporation as a director,
officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against expenses,
including amounts paid in settlement and attorneys' fees actually
and reasonably incurred by him in connection with the defense or
settlement of the action or suit if he acted in good faith and in a
manner which he reasonably believed to be in or not opposed to the
best interests of the corporation. Indemnification may not be made
for any claim, issue or matter as to which such a person has been
/3/
adjudged by a court of competent jurisdiction, after exhaustion of
all appeals therefrom, to be liable to the corporation or for
amounts paid in settlement to the corporation, unless and only to
the extent that the court in which the action or suit was brought
or other court of competent jurisdiction determines upon
application that in view of all the circumstances of the case, the
person is fairly and reasonably entitled to indemnity for such
expenses as the court deems proper.
3. To the extent that a director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in
defense of any action, suit or proceeding referred to in
subsections 1 and 2, or in defense of any claim, issue or matter
therein, he must be indemnified by the corporation against
expenses, including attorneys' fees, actually and reasonably
incurred by him in connection with the defense.
4. Any indemnification under subsections 1 and 2, unless ordered
by a court or advanced pursuant to subsection 5, must be made by
the corporation only as authorized in the specific case upon a
determination that indemnification of the director, officer,
employee or agent is proper in the circumstances. The determination
must be made: (a) By the stockholders: (b) By the board of
directors by majority vote of a quorum consisting o directors who
were not parties to act, suit or proceeding; (c) If a majority vote
of a quorum consisting of directors who were not parties to the
act, suit or proceeding so orders, by independent legal counsel in
a written opinion; or (d) If a quorum consisting of directors who
were not parties to the act, suit or proceeding cannot to obtained,
by independent legal counsel in a written opinion; or
5. The Articles of Incorporation, the Bylaws or an agreement made
by the corporation may provide that the expenses of officers and
directors incurred in defending a civil or criminal, suit or
proceeding must be paid by the corporation as they are incurred and
in advance of the final disposition of the action, suit or
proceeding, upon receipt of an undertaking by or on behalf of the
director or officer to repay the amount if it is ultimately
determined by a court of competent jurisdiction that he is not
entitled to be indemnified by corporation. The provisions of this
subsection do not affect any rights to advancement of expenses to
which corporate personnel other than the directors or officers may
be entitled under any contract or otherwise by law.
6. The indemnification and advancement of expenses authorized in
or ordered by a court pursuant to this section: (a) Does not
exclude any other rights to which a person seeking indemnification
or advancement of expenses may be entitled under the articles of
incorporation or any bylaw, agreement, vote of stockholders or
disinterested directors or otherwise, for either an action in his
official capacity or an action in another capacity while holding
his office, except that indemnification, unless ordered by a court
pursuant to subsection 2 or for the advancement of expenses made
pursuant to subsection 5, may not be made to or on behalf of any
director or officer if a final adjudication establishes that his
act or omissions involved intentional misconduct, fraud or a
knowing violation of the law and was material to the cause of
action. (b) Continues for a person who has ceased to be a director,
officer, employee or agent and endures to the benefit of the heirs,
executors and administrators of such a person. Insofar as
indemnification for liabilities arising under the Securities Act
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
/4/
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.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4.11 - Consulting Agreement and Addendum to the Consulting
Agreement between ATR Search Corporation and Ken Lowman
5.3 - Opinion of Thomas C. Cook and Associates, Ltd.
23.3 - Consent of Thomas C. Cook and Associates, Ltd.
(included in Exhibit 5).
23.4 - Consent of G. Brad Beckstead, CPA
24.3 - Power of Attorney (included in signature page).
ITEM 9. UNDERTAKINGS.
(a) The undersigned Company hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement 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.
(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 therein, and the offering of such securities 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.
(b) The undersigned Company hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each
filing of the Company'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.
/5/
(c) Insofar as indemnification for liabilities arising under
Securities Act of 1933 may be permitted to directors, officers, and
controlling persons of the Company pursuant to the foregoing
provisions, or otherwise, the Company 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 payment by the
Company of expenses paid or incurred by a director, officer or
controlling person of the Company 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 Company 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
Company 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 New
York, the State of New York, on this 19th day of July, 2002.
ATR Search Corporation
By: /s/ Robert Cox
---------------------------------
Robert Cox, President
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:
July 19, 2002
/s/ Robert Cox
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Robert Cox
President and Director
July 19, 2002
/s/ Michael Vogel
----------------------------------
Michael Vogel
Secretary, Treasurer and Director
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Exhibit 4.11
CONSULTING AGREEMENT
Agreement made this 27th day of March, 2002, between ATR Search
Corporation., (hereinafter referred to as "Corporation"), and
Promark, Inc., (hereinafter referred to as "Consultant"):
In consideration of the mutual promises contained in this
Agreement, the contracting parties agree as follows:
Recitals:
A. It is the desire of the Corporation to engage the services of
the Consultant to consult with the Corporation regarding certain
opportunities available to the Corporation and other relevant
matters relating to the business of the Corporation.
B. The Consultant is involved in the strategic planning and
corporate development industry and, from time to time, does assist
businesses in identifying and acquiring certain business and growth
opportunities.
C. The parties desire that the Corporation retain the Consultant
to consult with the Corporation and assist the Corporation in
identifying, locating and, possibly, acquiring various business and
growth opportunities for the Corporation, on the terms and subject
to the conditions specified in this Agreement.
D. Prior to this Agreement, the Corporation and Consultant have
agreed that a compensatory, mutually binding agreement, is in the
best interest of the Corporation.
/7/
AGREEMENT
Term
1. The respective duties and obligations of the contracting
parties shall be for a period of ninety (90) days commencing on the
date of March 27, 2002. This agreement will have an automatic three
(3) month renewal provision to be enacted upon expiration of
initial and subsequent agreement term(s). This Agreement may be
terminated by either party only in accordance with the terms and
conditions set forth in Paragraph 7, below.
Services Provided by Consultant
2. Services
(a) The Consultant will devote such amount of time and effort
necessary to accomplish the services required. However, there is
no requirement that Consultant devote a certain amount of time or
effort hereunder. During the term of this Agreement, Consultant
will provide certain strategic planning services to the
Corporation.
(b) Consultant will aid and assist the Corporation as a consultant
to potential strategic alliances, and other Consultative services
(collectively, Consultative Services).
(c) Corporation and Consultant will mutually agree upon any
additional duties that Consultant may provide for Corporation
outside of this Agreement.
Compensation
3. In consideration for the services provided by Consultant to
Corporation, the Corporation shall pay or cause to be delivered to
the Consultant, on the execution of this Agreement, Five Hundred
Thousand (500,000) shares of the Corporation's common stock, to be
registered and "freely tradable" via an S8 registration statement
effective immediately.
/8/
Compliance
4. If a registration is contemplated, the shares shall have
"piggy back" registration rights and will, at the expense of the
Corporation, be included in said registration.
Representations of Corporation
5. Representations of Corporation
(a) The Corporation, upon entering this Agreement, hereby warrants
and guarantees to the Consultant that all statements, either
written or oral, made by the Corporation to the Consultant are true
and accurate, and contain no misstatements of a material fact. The
corporation acknowledges that the information it delivers to the
Consultant will be used by the Consultant in preparing materials
regarding the Corporation's business, including but not necessarily
limited to, its financial condition, for dissemination to the
public. Therefore, in accordance with Paragraph 6, below, the
Corporation shall hold harmless the Consultant from any and all
errors, omissions, misstatements, negligent or intentional
misrepresentations, contained in any information furnished by
Corporation to Consultant, in accordance with and pursuant to the
terms and conditions of this Agreement for whatever purpose or
purposes the Consultant sees fit to use said information. The
Corporation further represents and warrants that as to all matters
set forth within this Agreement, the Corporation has had
independent legal counsel and will continue to maintain independent
legal counsel to advise the Corporation of all matters concerning,
but not necessarily limited to, corporate law, corporate relations,
investor relations, all manners concerning and in connection with
the Corporation's activities regarding the Securities Act of 1933
and 1934, and state Blue Sky or Securities laws.
Consultant has no responsibility to obtain or render legal advice
in connection with the Corporation's sale of securities. All
legal, regulatory or licensing matters as relates to the corporate
sale of securities are the responsibility of the Corporation and
its counsel.
(b) Corporation shall provide, at its' expense, suitable "Due
Diligence" packages to Consultant as needed.
/9/
Limited Liability
6. With regard to the services to be performed by the Consultant
pursuant to the terms of this Agreement, the Consultant shall not
be liable to the Corporation, or to anyone who may claim any right
due to any relationship with the Corporation, or any acts or
omissions in the performance of services on the part of the
Consultant, or on the part of the agents or employees of the
Consultant, except when said acts or omissions of the Consultant
are due to its willful misconduct or culpable negligence.
Termination
7. This Agreement may be terminated by either party upon the
giving of not less than thirty (30) days written notice, delivered
to the parties at such address or addresses as set forth in
Paragraph 8, below. In the event this Agreement is terminated by
the Corporation, all compensation paid by Corporation to the
Consultant shall be deemed earned, and no part of the compensation
will be refunded or prorated.
Notices
8. Notices to be sent pursuant to the terms and conditions of
this Agreement, shall be sent as follows:
As to Consultant:
Promark, Inc.
419 South 2nd Street, Suite 300
Philadelphia, Pennsylvania 19147
(215) 923-8600 office
(215) 923-7590 Fax
As to Corporation:
ATR Search Corporation
29 East 31st Street, 2nd Floor
New York, New York 10016
(212) 725-6150 office
(212) 725-6228 Fax
/10/
Trade Secrets - Confidentiality
9. Corporation and Consultant mutually acknowledge and agree that
any confidential information is proprietary to and a valuable trade
secret of Consultant or Corporation as applicable and that any
disclosure or unauthorized use thereof will cause irreparable harm
and loss to consultant. The parties hereto agree that all such
information conveyed to Corporation regarding the operations and
services of Consultant or to Consultant regarding the operations,
services and products of the Corporation constitutes a trade secret
and shall be afforded the protections provided the Uniform Trade
Secrets Act or any other applicable laws.
The Corporation and the consultant agree at all times during the
term this Agreement and after the termination of this Agreement to
hold in strictest confidence, and not to use, except for the
benefit of the other party, or to disclose, transfer or reveal,
directly or indirectly to any person or entity any Confidential
information without the prior written authorization of the other
party for a period of two (2) years. For purposes of this
Agreement, Confidential Information shall mean any and all
information that is not generally known and that is proprietary to
both parties or any of their clients, consultants or licensors.
Confidential Information includes, without limitation, names of
investors, buyers, sellers, borrowers, lenders introduced by the
Consultant of its associates' business plans, client lists
consultants, financial information, and trade secrets about the
Consultant and its products and information or other proprietary
information relating to designs, formulas, developmental or
experimental work, know how, products processes, computer programs,
source codes, databases, designs, schematics, or other original
works of authorship.
Attorneys' Fees - Arbitration
10. In the event any litigation or controversy, including
arbitration, arises out of or in connection with this Agreement
between the parties hereto, the prevailing party in such
litigation, arbitration or controversy, shall be entitled to
recover from the other party or parties, all reasonable attorneys'
fees, expenses and suit costs, including those associated within
the appellate or post judgment collection proceedings.
Any dispute or disagreement arising out of this Agreement
shall be fully and finally resolved through binding arbitration,
before a single arbitrator in Philadelphia, Pennsylvania in
accordance with the rules of the American Arbitration Association
/11/
governing commercial disputes. In the event that the parties
cannot agree upon a single arbitrator, the arbitrator shall be a
retired judge of the Philadelphia District Court upon ex parte
application by any party on 72 hours notice to the other
party(ies). The costs of the Arbitration including without
limitation, the fees of the arbitrator (but excluding each party's
attorney's fees) shall be initially shared equally by the parties
but may be awarded by the arbitrator as additional damages in favor
of the prevailing party. The Arbitrator shall apply Pennsylvania
law in reaching his decision. The decision of the arbitrator shall
be binding and nonappealable.
Governing Law
11. This Agreement shall be construed under and in accordance with
the laws of the State of Pennsylvania, and all obligations of the
parties created under it are performed in Philadelphia County,
Pennsylvania. In any controversy arising out of this Agreement,
venue for said proceeding shall be in Philadelphia County,
Pennsylvania.
Parties Bound
12. This Agreement shall be binding on and inure to the benefit of
the contracting parties and their respective heirs, executors,
administrations, legal representatives, successors, and assigns
when permitted by this Agreement.
Miscellaneous
13. Other miscellaneous provisions:
(a) Subsequent Events. Consultant and the Corporation each agree
to notify the other party if, subsequent to the date of this
Agreement, either party incurs obligations which could compromise
its efforts and obligations under this Agreement.
(b) Amendment. This Agreement may be amended or modified at any
time and in any manner only by an instrument in writing executed by
the parties hereto.
(c) Further Actions and Assurances. At any time and from time to
time, each party agrees, at its or their expense, to take actions
and to execute and deliver documents as may be reasonably necessary
to effectuate the purposes of this Agreement.
(d) Waiver. Any failure of any party to this Agreement to comply
with any of its obligations, agreements, or conditions hereunder
may be waived in writing by the party to whom such compliance is
owed. The failure of any party to this Agreement to enforce at any
time any of the provisions of this Agreement shall in no way be
construed to be a waiver of any such provision or a waiver of the
right of such party
/12/
thereafter to enforce each and every such provision. No waiver of
any breach of or non-compliance with this Agreement shall be held
to be a waiver of any other or subsequent breach or non-
compliance.
(e) Assignment. Neither this Agreement nor any right created by
it shall be assignable by either party without the prior written
consent of the other.
(f) Binding Effect. This Agreement shall be binding upon the
parties hereto and inure to the benefit of the parties, their
respective heirs, administrators, executors, successors, and
assigns.
(g) Entire Agreement. This Agreement contains the entire
agreement between the parties hereto and supersedes any and all
prior agreements, arrangements, or understandings between the
parties relating to the subject matter of this Agreement. No
oral understandings, statements, promises, or inducements
contrary to the terms of this Agreement exist. No
representations, warranties, covenants, or conditions, express
or implied, other than as set forth herein, have been made by
any party.
(h) Severability. If any part of this Agreement is deemed to
be unenforceable the balance of the Agreement shall remain in
full force and effect.
(i) Counterparts. A facsimile, telecopy, or other
reproduction of this Agreement may be executed simultaneously
in two or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and
the same instrument, by one or more parties hereto and such
executed copy may be delivered by facsimile of similar
instantaneous electronic transmission device pursuant to which
the signature of or on behalf of such party can be seen. In
this event, such execution and delivery shall be considered
valid, binding and effective for all purposes. At the request
of any party hereto, all parties agree to execute an original
of this Agreement as well as any facsimile, telecopy or other
reproduction hereof.
(j) Time is of the Essence. Time is of the essence of this
Agreement and of each and every provision hereof.
IN WITNESS WHEREOF, to the terms and conditions described herein,
the parties have set their hands and seal as of the date written
above.
ATR Search Corporation The Consultant: Promark, Inc.
Robert Cox, President Ken Lowman
by: /s/ Robert Cox by: /s/ Ken Lowman
----------------- -----------------
Date: 3/27/02 Date: 3/27/02
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Addendum to the Consulting Agreement
This document specifies one amended to the Consulting Agreement.
The addendum carries equal weight to the original agreement.
Amended section 3 Compensation. In consideration for the services
provided by Consultant to Corporation, the Corporation shall pay or cause
to be delivered to the Consultant, on the execution of this Agreement,
Three Million (3,000,000) shares of the Corporation's common stock,
to be registered and "freely tradable" via an S8 registration statement
effective immediately.
IN WITNESS WHEROF, the parties hereto have caused this Addendum to the
Consulting Agreement to be executed as of the date first set forth above.
ATR Search Corporation The Consultant: Promark, Inc.
Robert Cox, President Ken Lowman
by: /s/ Robert Cox by: /s/ Ken Lowman
----------------- -----------------
Date: 7/12/02 Date: 7/12/02
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Exhibit 5.3
Thomas C. Cook and Associates, Ltd.
Attorneys and Counselors at Law
4955 S. Durango Drive, Suite 214
Las Vegas, Nevada 89113
Thomas C. Cook, Esq. Telephone (702) 952-8519
Facsimile (702) 952-8521
Tcook@esquireonline.com
July 18, 2002
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: ATR Search Corporation
Registration Statement on Form S-8
Gentlemen:
We have been requested by ATR Search Corporation, a Nevada
corporation (the "Company"), to furnish you with our opinion as
to the matters hereinafter set forth in connection with the above-
captioned registration statement (the "Registration Statement")
covering an aggregate of 3,000,000 Shares (the "Shares") of the
Company's common stock, par value $.001 per Share offered on
behalf of the Company in connection with the Company's Consultant
Agreement between ATR Search Corporation and Ken Lowman.
In connection with this opinion, we have examined the
Registration Statement, Annual Report, the Company's Articles of
Incorporation and By-laws, and such other documents as we have
deemed necessary to enable us to render the opinion hereinafter
expressed.
Based upon and subject to the foregoing, we are of the
opinion that the Shares, when issued in accordance with the
Plans, will be legally issued, fully paid and non-assessable.
We render no opinion as to the laws of any jurisdiction
other than the internal laws of the State of Nevada.
We hereby consent to the use of this opinion as an exhibit
to the Registration Statement and to the reference to our name
under the caption "Legal Opinions" in the prospectus included in
the Registration Statement.
Sincerely,
/s/ Thomas C. Cook
--------------------
Thomas C. Cook, Esq.
/14/
Exhibit 23.4
Auditor's Consent
G. BRAD BECKSTEAD
Certified Public Accountant
330 E. Warm Springs
Las Vegas, NV 89119
702.257.1984
702.362.0540 (fax)
July 18, 2002
To Whom It May Concern:
I have issued my report dated April 15, 2002 accompanying the
financial statements of ATR Search Corporation on Form 10-KSB for
the year ended December 31, 2001. I hereby consent to the
incorporation by reference of said report in the Registration
Statement of ATR Search Corporation on Form S-8 (File No. 000-33187,
filed on or about July 18, 2002).
Signed,
/s/ G. Brad Beckstead
----------------------------------
G. Brad Beckstead, CPA
/15/