AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON

                                   May 6, 1998

                             COMMISSION NO. 0-24256

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM S-8

                                  ------------

                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933

                                  ------------

                         ENHANCED SERVICES COMPANY, INC.
             (Exact name of registrant as specified in its charter)

                                    COLORADO
         (State of other jurisdiction of incorporation or organization)

                                   84-1075908
                     (I.R.S. Employer Identification Number)

                            16000 BARKERS POINT LANE
                              HOUSTON, TEXAS 77079
                    (Address of Principal Executive Offices)

         CONSULTING AND WARRANT COMPENSATION AGREEMENTS AND ARRANGEMENT
                                       FOR
                        KENNEDY MILES & ASSOCIATES, LTD.
                                       AND
                                 RICHARD FISHER
                            (Full title of the Plan)

                                  ------------

                                  ROBERT SMITH
                         ENHANCED SERVICES COMPANY, INC.
                            16000 BARKERS POINT LANE
                              HOUSTON, TEXAS 77079
                     (Name and address of agent for service)

           Telephone number, including area code of agent for service:
                                 (713) 556-5051

                                  ------------

                                    Copy to:

       
                               Justin Walker, ESQ.
<PAGE>
                  Justin Walker, ESQ. Assoiate General Council
                            16000 Barkers Point Lane
                              Houston, Texas 77079
    

 Approximate date of proposed sale to the public: As soon as practicable after
               the effective date of this Registration Statement.
<PAGE>
                         CALCULATION OF REGISTRATION FEE

                                      PROPOSED       PROPOSED
                                      MAXIMUM        MAXIMUM
TITLE OF                AMOUNT        OFFERING       AGGREGATE     AMOUNT OF
SECURITIES TO           TO BE         PRICE PER      OFFERING      REGISTRATION
BE REGISTERED           REGISTERED    SHARE (1)      PRICE (1)        FEE
-------------           ----------    ---------      ---------     ------------
Common Stock,
  $.001 par value       75,000(2)     $2.00(3)       $150,000      $44.25(4)

                        50,000(2)     $4.00(3)       $200,000(4)   $59.00(4)

(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 under the Securities Act of 1933.

(2) Reflects shares of common stock issuable upon exercise of the Company's
Common Stock Purchase Warrants issued to Kennedy Miles and Richard Fisher
Consulting Agreements ("Warrants").

(3) Based on average exercise price of the Warrants.

(4) Based on cumulative exercise price
<PAGE>
                                   PROSPECTUS

                         ENHANCED SERVICES COMPANY, INC.

                         125,000 Shares of Common Stock
                                ($.001 Par Value)

                                 TO BE ISSUED TO
                        KENNEDY MILES & ASSOCIATES, LTD.
                               AND RICHARD FISHER

                      CONSULTING AGREEMENTS AND ARRANGEMENT

        This Prospectus is part of a Registration Statement which registers an
aggregate 125,000 Shares of Common Stock, $.001 par value ("Common Stock") of
Enhanced Services Company, Inc. (the "Company") which may be issued, as set
forth herein, to Kennedy Miles & Associates, Ltd. ("KM"), and Richard Fisher
("RF") pursuant to common stock purchase warrants ("Warrants") to purchase up to
125,000 Shares of the Common Stock of the Company. Of the Warrants, 75,000 were
granted to KM pursuant to the Kennedy Miles Consulting Agreement (the "KM
Agreement") and 50,000 was granted to RF pursuant to the Richard Fisher
Consulting Agreement ("RF Agreement"). The Company has been advised by RF and KM
that they may sell all or a portion of their respective shares of Common Stock
from time to time as follows: (a) block trades in which the brokers or dealers
so engaged will attempt to sell shares as agent but may position and resell a
portion of the block as principal to facilitate the transaction; (b) purchases
by a broker or dealer as principal and resale by such broker or dealer for its
account pursuant to this Prospectus; (c) ordinary brokerage transactions and
transactions in which the broker solicits purchasers; and (d) in privately
negotiated transactions not involving a broker or dealer. In effecting sales,
brokers or dealers engaged to sell shares may arrange for other brokers or
dealers to participate. Brokers or dealers engaged to sell shares will receive
compensation in the form of commissions or discounts in amounts to be negotiated
by RF and KM, as the case may be, immediately prior to each sale. The Company
will receive no proceeds from any sales of Common Stock by RF or KM. RF and KM
and the brokers and dealers through whom sales of the shares are made may be
deemed to be "underwriters" within the meaning of the Securities Act of 1933, as
amended (the "Securities Act"), and any profits realized by them on the sale of
the shares may be considered to be underwriting compensation.

        No other person is authorized to give any information or make any
representation not contained or incorporated by reference in this Prospectus in
connection with the offer contained in this Prospectus, and, if given or made,
such other information or representation must not be relied upon as having been
authorized by the Company. Neither the delivery of this Prospectus nor any sale
made hereunder shall, under any circumstances, create any implication that there
has been no change in the affairs of the Company since the date hereof.
-------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF ANY
OFFER TO BUY ANY SECURITY OTHER THAN THE SECURITIES COVERED BY THIS PROSPECTUS,
NOR DOES IT CONSTITUTE AN OFFER OR SOLICITATION BY ANYONE IN ANY JURISDICTION IN
WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED, OR IN WHICH THE PERSON
MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO, OR TO ANY PERSON TO
WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.

                   The date of the Prospectus is May 11, 1998.
<PAGE>
                                TABLE OF CONTENTS

                                                                       Page

AVAILABLE INFORMATION.....................................................1

INFORMATION INCORPORATED BY REFERENCE.....................................2

THE COMPANY...............................................................3

RICHARD FISHER, AND KENNEDY MILES & ASSOCIATES, 
     LTD., CONSULTING AGREEMENTS..........................................3

WARRANT TERMS AND PROVISIONS..............................................3

FEDERAL INCOME TAX EFFECTS................................................4

RESTRICTIONS UNDER SECURITIES LAWS........................................5

TRANSFER AGENT............................................................5

LEGAL MATTERS.............................................................5

EXPERTS...................................................................5

STATEMENT ON INDEMNIFICATION..............................................6
<PAGE>
                              AVAILABLE INFORMATION

Enhanced Services Company, Inc. (the "Company") is subject to the informational
requirements of the Securities Exchange Act of 1934 (the "Exchange Act"), and,
in accordance therewith, files reports and other materials with the Securities
and Exchange Commission (the "Commission"). Reports, proxy statements and other
materials filed by the Company can be inspected and copied (at prescribed rates)
at the public reference facilities maintained by the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549. In addition, such reports, proxy
statements and other information can also be inspected and copied at the offices
of the National Association of Securities Dealers, Inc., 1735 K Street, N.W.,
Washington, D.C. 20006.

The Company has filed with the Commission a Registration Statement on Form S-8
(the "Registration Statement") under the Securities Act of 1933, as amended (the
"Act"), with respect to an aggregate of 125,000 Shares of the Company's Common
Stock, which may be issued to "RF" and "KM", consultants of the Company, upon
the exercise of common stock purchase warrants issued to said consultant,
pursuant to a written consulting agreement. This Prospectus does not contain all
of the information set forth in the Registration Statement, certain portions of
which have been omitted as permitted by the rules and regulations of the
Commission. For further information with respect to the Company and the shares
of the Common Stock offered by this Prospectus, reference is made to the
Registration Statement, including the exhibits thereto. Statements in this
Prospectus as to any document are not necessarily complete, and where any such
document is an exhibit to the Registration Statement or is incorporated by
reference herein, each such statement is qualified in all respects by the
provisions of such exhibit or other document, to which reference is hereby made,
for a full statement of the provisions thereof. A copy of the Registration
Statement, with exhibits, may be obtained from the Commission's office in
Washington, D.C. (at the above address) upon payment of the fees prescribed by
the rules and regulations of the Commission, or examined there without charges.

                                       1
<PAGE>
                      INFORMATION INCORPORATED BY REFERENCE

        The following documents filed with the SEC are incorporated herein by
reference:

        1. The Company's latest Annual Report on Form 10-KSB for its fiscal year
ended November 30, 1997;

        2. All other reports filed pursuant to Section 13 or 15(d) of the 1934
Act since the end of the fiscal year covered by the Annual report on Form 10-K
referred to in item 1 above; and

        3. The description of the Common Stock contained in the Company's
registration statement on Form 10-SB, filed under section 12 of the 1934 Act
including any amendment or report updating such description.

        All reports and other documents subsequently filed by the Company
pursuant to sections 13(a), 13(c), 14 and 15(d) of the 1934 Act prior to the
termination of the offering shall be deemed to be incorporated by reference
herein and to be a part hereof form the date of the filing of such reports and
documents.

THE COMPANY HEREBY UNDERTAKES TO FURNISH WITHOUT CHARGE TO EACH PERSON TO WHOM
THIS PROSPECTUS IS DELIVERED, UPON WRITTEN OR ORAL REQUEST OF SUCH PERSON, A
COPY OF ANY OR ALL OF THE DOCUMENTS DESCRIBED ABOVE, OTHER THAN EXHIBITS TO SUCH
DOCUMENTS. REQUESTS SHOULD BE ADDRESSED TO ENHANCED SERVICES COMPANY, INC.,
16000 BARKERS POINT LANE, HOUSTON, TEXAS 77079, TELEPHONE NUMBER, ATTENTION:
SECRETARY-TREASURER (713) 556-5051.

                                       2
<PAGE>
                                   THE COMPANY

The Company was incorporated under the laws of the State of Colorado on March
16, 1987 as Crystal Venture Fund, Inc. The Company provides upgrade, repair and
maintenance and asset management services for users of portable computers, as
well as multimedia presentation development services. The Company's principal
executive offices are located at 16000 Barkers Point Lane, Houston, Texas 77079,
and its telephone number is (713) 556-5051.

   RICHARD FISHER, AND KENNEDY MILES & ASSOCIATES, LTD., CONSULTING AGREEMENTS

       
Effective April 1, 1998, the Company entered into the Consulting Agreements with
each of KM and RF. Under the terms of their respective Agreements, KM will
provide consulting services with respect to matters concerning: (i) strategic
planning and implementation of the business development and affairs of the
Company, (ii) future business and strategic opportunities available in the
United Kingdom, (iii) providing management and strategic oversight for the
assessment and reorganization of the London-based operations formerly conducted
by Softbank Interactive Marketing, Inc., and (iv) involvement in and the
prospects for use of the London facilities and opportunities and the future
operations or conduct of business in the London-based markets. RF will provide
consulting services with respect to (i) strategic planning, (ii) legal affairs
and (iii) corporate finance and industry analysis. The term of each of the
Agreements shall commence on April 1, 1998 and will continue for a period of one
year unless sooner terminated as provided therein.

In consideration for their respective agreements to provide the listed services,
pursuant to the Agreements the Company issued to each of RF as a consulting and
advisory fee, common stock purchase warrants ("Warrants"), to purchase an
aggregate of 50,000 Shares of the Company's Common Stock at an exercise price
$4.00, and issued to KM, as a consulting fee, Warrants to purchase an aggregate
of 75,000 Shares of the Company's Common Stock at an exercise price $2.00 The
Warrants were issued as of May 11, 1998, expire on May 12, 2000 and are
exercisable in whole or part until then.
    

                          WARRANT TERMS AND PROVISIONS

All of the Warrants were issued pursuant to the Agreement and were not issued
pursuant to any program or plan being administered by either the Board of
Directors of the Company or any committee of the Board of Directors organized
for that purpose. The specific terms of the Warrants are as follows:

        (a) WARRANT EXERCISE PRICES. The exercise prices per share of Common
Stock issuable or exercisable on the Warrants set forth above were established
by the Board of Directors based on negotiations with reference to the average of
the bid prices for the Company's Common Stock as reported on the SmallCap Market
of the National Association of Securities Dealers, Inc. during March and April,
1997, when the Company and RF and KM concluded negotiations of the Warrants and
the Agreement, when such average price was in the $5.00 range.

       
        (b) TERM OF WARRANTS. The Warrants may be exercised in whole or in part
at any time through May 12, 2000 unless the expiration date of the Warrant and
the term of the Consulting Agreement are extended by the Company in writing to a
later date.
    

        (c) MANNER OF EXERCISE. RF and KM may exercise all or any whole number
of such Warrants for cash during the term of the Warrants.

                                       3
<PAGE>
        (d) TRANSFERABILITY. The Warrants are not transferable without the
Company's prior written approval.

        (e) REDEMPTION. There are no redemption rights afforded to the Company
in connection with the Warrants.

        (f) ADJUSTMENTS. The number of shares of Common Stock of the Company
purchasable upon exercise of the Warrants and the exercise price of the Warrants
are subject to adjustment upon the occurrence of specified events primarily
involving stock dividends, stock splits, reorganizations, reclassifications,
consolidations and mergers.

        (g) NO RIGHT AS STOCKHOLDER. RF and KM are not, by virtue of ownership
of the Warrant, entitled to any rights whatsoever of a stockholder of the
Company.

                           FEDERAL INCOME TAX EFFECTS

A Warrant holder does not recognize taxable income on the date of the grant of
the Warrant, which is a non-statutory option, but recognizes ordinary income
generally at the date of exercise in the amount of the difference between the
Warrant exercise price and the fair market value of the common Stock on the date
of exercise. However, in the event that the holder is, or may become, subject to
the restrictions on resale of common stock under Section 16 of the Securities
Exchange Act of 1934, such person generally recognizes ordinary income at the
end of the six-month period following the date of exercise in the amount of the
difference between the warrant exercise price and the fair market value of the
common stock at the end of the six-month period. Nevertheless, such holders may
elect within 30 days after the date of exercise to recognize ordinary income as
of the date of exercise. The amount of ordinary income recognized by the Warrant
holder is deductible by the company in the year that income is recognized. The
foregoing is not intended to be a complete statement of applicable law and RF
and KM each should rely on their own legal counsel with respect thereto.

                       RESTRICTIONS UNDER SECURITIES LAWS

       
The sale of any shares of Common Stock acquired upon the exercise of the
Warrants must be made in compliance with federal and state securities laws.
Officers, directors and 10% or greater stockholders of the Company, as well as
certain other persons or parties who may be deemed to be "affiliates" of the
Company under the Federal Securities Laws, should be aware that resales by
affiliates can only be made pursuant to an effective Registration Statement,
Rule 144 or any other applicable exemption. Officers, directors and 10% and
greater stockholders are also subject to the "short swing" profit rule of
Section 16(b) of the Securities Exchange Act of 1934. Section 16(b) of the
Exchange Act generally provides that if an officer, director or 10% and greater
stockholder sold any Common Stock of the Company acquired pursuant to the
exercise of a stock option, he would generally be required to pay any "profits"
resulting from the sale of the stock and receipt of the stock option. Section
16(b) exempts all warrant exercises from being treated as purchases and,
instead, treats a warrant grant as a purchase of the underlying security, which
grant\purchase may be matched with any sale of the underlying security within
six months of the date of grant. The foregoing is not intended to be a complete
statement of applicable law and RF and KM should rely on their own legal counsel
with respect thereto.
   
                                       4
<PAGE>
                                 TRANSFER AGENT

The Transfer Agent for the shares of common stock is the Corporate Stock
Transfer Co., 370 17th Street, Denver, Colorado 80202.

                                  LEGAL MATTERS
       
Certain legal matters in connection with the securities offered hereby are being
passed upon for the Company by Justin Walker, Associate General Council.
    
                                     EXPERTS

The audited consolidated financial statements of the Company incorporated by
reference in this Prospectus have been so incorporated in reliance on the report
of Schumacher & Associates, Inc., independent certified public accountants,
given on the authority of said firm as experts in auditing and accounting.

                                       5
<PAGE>
                          STATEMENT ON INDEMNIFICATION

Under provisions of the Company's Amended and Restated Articles of
Incorporation, any person made a party to any lawsuit by reason of being a
director or officer of the Company, or any parent or subsidiary thereof, shall
be indemnified by the Company to the full extent authorized by the Colorado
Corporation Code, as amended. Said Code was repealed on July 1, 1994 and was
replaced by articles 101-117 of the Colorado Business Corporation Act.

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 Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act of 1933 and is
therefore unenforceable.

                                       6
<PAGE>
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE

The documents listed in (a) through (c) below are incorporated by reference in
the Registration Statement. All documents subsequently filed by the Registrant
pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference in the Registration Statement and to be part thereof
from the date of filing of such documents.

               (a) The Registrant's Annual Report on Form 10-KSB for the fiscal
year ended November 30, 1994 and the Registrant's effective registration
statement on Form 10-SB;

               (b) All other reports filed pursuant to Section 13 or 15(d) of
the Exchange Act since the end of the fiscal year covered by the Registrant's
Form 10-KSB referred to in (a) above.

               (c) The class of securities to be offered hereby is registered
under Section 12 of the Exchange Act. A description of the Registrant's
securities is set forth in Item 11 of its Form 10-SB which is incorporated as a
part of this Registration Statement.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

a.      Article VIII of Registrant's Amended and Restated Articles of 
        Incorporation provides:

        The Corporation may and shall indemnify each director, officer and any
employee or agent of the Corporation, his heirs, executors and administrators,
against any and all expenses or liability reasonably incurred by him in
connection with any action, suit or proceeding to which he may be a party by
reason of his being or having been a director, officer, employee or agent of the
Corporation to the full extent required or permitted by the Colorado Corporation
Code, as amended." Said Code was repealed on July 1, 1994 and was replaced by
articles 101-117 of the Colorado Business Corporation Act.

b. Article 109 of the Colorado Business Corporation Act provides that:

7-109-101.     DEFINITIONS.  As used in this article:

        (1) "Corporation" includes any domestic or foreign predecessor entity of
the corporation in a merger, consolidation, or other transaction in which the
predecessor's existence ceased upon consummation of the transaction.

        (2) "Director" means an individual who is or was a director of a
corporation or an individual who, while a director of a corporation is or was
serving at the corporation's request as a director, officer, partner, trustee,
employee, fiduciary, or agent of another foreign or domestic corporation or
other person, or of an employee benefit plan. A director shall be considered to
be serving an employee benefit plan at the corporation's request if his duties
to the corporation also impose duties on or otherwise involve services by him to
the plan or to participants in or beneficiaries of the plan. 

                                       1
<PAGE>
"Director" includes, unless the context requires otherwise, the estate or
personal representative of a director.

        (3) "Expenses" includes counsel fees.

        (4) "Liability" means the obligation incurred with respect to a
proceeding to pay a judgment, settlement, penalty, fine including an excise tax
assessed with respect to an employee benefit plan, or reasonable expenses.

        (5) "Official capacity", when used with respect to a director, means the
office of director in a corporation, and, when used with respect to a person
other than a director, as contemplated in Section 7-109-107 means the office in
a corporation held by the officer or the employment or agency relationship
undertaken by the employee fiduciary, or agent on behalf of the corporation.
"Official capacity" does not include service for any other foreign or domestic
corporation or any other person or employee benefit plan.

        (6) "Party" includes a person who was, is, or is threatened to be made a
named defendant or respondent in a proceeding.

        (7) "Proceeding" means any threatened, pending or completed action,
suit, or proceeding, whether civil, criminal, administrative, or investigative
and whether formal or informal.

7-109-102.    AUTHORITY TO INDEMNIFY DIRECTORS. (1) Except as provided in 
paragraph (4) of this section, a corporation may indemnify a person made a party
to a proceeding because the person is or was a director if:

               (a) the person conducted himself in good faith;

               (b) the person reasonably believed:

                      (I) In the case of conduct in an official capacity with
the corporation, that his conduct was in the corporation's best interests; or

                      (II) In all other cases, that his conduct was at least not
opposed to the corporation's best interests; and

               (c) In the case of any criminal proceeding, he had no reasonable
cause to believe his conduct was unlawful.

        (2) A director's conduct with respect to an employee benefit plan for a
purpose he reasonably believed to be in the interests of the participants in or
beneficiaries of the plan is conduct that satisfies the requirements of
subparagraph (II) of paragraph (b) of subsection (1) of this section. A
director's conduct with respect to an employee benefit plan for a purpose that
he did not reasonably believe to be in the interests of the participants in or
beneficiaries of the plan shall be deemed not to satisfy the requirements of
paragraph (a) of subsection (1) of this section.

        (3) The termination of any proceeding by judgment, order, settlement, or
conviction, or upon a plea of nolo contendere or its equivalent, is not of
itself determinative that the director did not meet the standard of conduct
described in this section.

        (4) A corporation may not indemnify a director under this section:

               (a) In connection with a proceeding by or in the right of the
corporation in which the director was adjudged liable to the corporation; or

                                       2
<PAGE>
               (b) In connection with any proceeding charging improper personal
benefit to the director, whether or not involving action in his official
capacity, in which he was adjudged liable on the basis that he derived an
improper personal benefit proceeding.

        (5) Indemnification permitted under this section in connection with a
proceeding by or in the right of a corporation is limited to reasonable expenses
incurred in connection with the proceeding.

7-109-103. MANDATORY INDEMNIFICATION OF DIRECTORS. Unless limited by its
articles of incorporation, a corporation shall indemnify a person who was wholly
successful, on the merits or otherwise, in defense of any proceeding to which he
was a party because the person is or was a director, against reasonable expenses
incurred by him in connection with the proceeding.

7-109-104.     ADVANCE OF EXPENSES TO DIRECTORS.

        (1) A corporation may pay for or reimburse the reasonable expenses
incurred by a director who is a party to a proceeding in advance of the final
disposition of the proceeding if:

               (a) The director furnishes the corporation a written affirmation
of his good-faith belief that he has met the standard of conduct described in
section 7-109-102;

               (b) The director furnishes the corporation a written undertaking,
executed personally or on his behalf, to repay the advance if it is determined
that he did not meet such standard of conduct; and

               (c) A determination is made that the facts then known to those
making the determination would not preclude indemnification under this article.

        (2) The undertaking required by paragraph (b) of subsection (1) of this
section shall be an unlimited general obligation of the director, but need not
be secured and may be accepted without reference to financial ability to make
repayment.

        (3) Determinations and authorizations of payments under this section
shall be made in the manner specified in section 7-109-106.

7-109-105.     COURT-ORDERED INDEMNIFICATION OF DIRECTORS.

        (1) Unless otherwise provided in the articles of incorporation, a
director who is or was a party to a proceeding may apply for indemnification to
the court conducting the proceeding or to another court of competent
jurisdiction. On receipt of an application, the court, after giving any notice
the court considers necessary, may order indemnification in the following
manner:

               (a) If it determines the director is entitled to mandatory
indemnification under section 7-109-103, the court shall order indemnification
in which case the court shall also order the corporation to pay the director's
reasonable expenses incurred to obtain court-ordered indemnification.

               (b) If it determines that the director is fairly and reasonably
entitled to indemnification in view of all the relevant circumstances, whether
or not he met the standard of conduct set forth in section 7-109-102(1) or was

                                       3
<PAGE>
adjudged liable in the circumstances described in section 7-109-102(4), the
court may order such indemnification as the court deems proper; except that the
indemnification with respect to any proceeding in which liability shall have
been adjudged in the circumstances described in section 7-109-102(4) is limited
to reasonable expenses incurred in connection with the proceeding and reasonable
expenses incurred to obtain court-ordered indemnification.

7-109-106.     DETERMINATION AND AUTHORIZATION OF INDEMNIFICATION OF DIRECTORS.

        (1) A corporation may not indemnify a director under section 7-109-102
unless authorized in the specific case after a determination has been made that
indemnification of the director is permissible in the circumstances because he
has met the standard of conduct set forth in section 7-109-102. A corporation
shall not advance expenses to a director under section 7-109-104 unless
authorized in the specific case after the written affirmation and undertaking
required by section 7-109-104(1)(a) and (1)(b) are received and the
determination required by Section 7-109-104(1)(c) has been made.

        (2) The determinations required to be made by subsection (1) of this
section shall be made:

               (a) By the board of directors by a majority vote of those present
at a meeting where a quorum is present, which quorum shall consist of directors
not parties to the proceeding; or

               (b) If a quorum cannot be obtained, by a majority vote of a
committee of the board designated by the board, which committee shall consist of
two or more directors not parties to the proceeding; except that directors who
are parties to the proceeding may participate in the designation of directors
for the committee.

        (3) If a quorum cannot be obtained and the committee cannot be
established under paragraph (b) of this section, or even if a quorum is obtained
or a committee designated, if a majority of the directors constituting such
quorum or committee so directs, the determination required to be made by
subsection (1) shall be made:

               (a) By independent legal counsel selected by a vote of the board
of directors or the committee in the manner specified in paragraph (a) or (b) of
subsection (2) of this section or, if a quorum of the full board cannot be
obtained and a committee cannot be established, by independent legal counsel
selected by a majority vote of the full board; or

               (b) By the shareholders.

        (4) Authorization of indemnification and evaluation as to reasonableness
of expenses shall 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 independent legal counsel,
authorization of indemnification and evaluation as to reasonableness of expenses
shall be made by the body that selected said counsel.

7-109-107.     INDEMNIFICATION OF OFFICERS, EMPLOYEES, FIDUCIARIES, AND AGENTS.

        Unless otherwise provided in the articles of incorporation:

               (a) An officer is entitled to mandatory indemnification pursuant
to section 7-109-103 of this section and is entitled to apply for 

                                       4
<PAGE>
court-ordered indemnification pursuant to section 7-109-105 in each case to the
same extent as a director;

               (b) A corporation may indemnify or advance expenses to an
officer, employee, fiduciary or agent of the corporation who is not a director
to the same extent as to a director; and

               (c) A corporation may also indemnify and advance expenses to an
officer, employee, fiduciary or agent of the corporation who is not a director
to a greater extent if not inconsistent with public policy, and if provided for
by its bylaws, general or specification of its shareholders or directors, or in
a contract.

7-109-108.     INSURANCE.

        A corporation may purchase and maintain insurance on behalf of a person
who is or was a director, officer, employee, fiduciary, or agent of the
corporation and who, while a director, officer, employee, fiduciary, or agent of
the corporation is or was serving at the request of the corporation as a
director, officer, partner, trustee, employee, fiduciary, or agent of any other
foreign or domestic corporation or other person or of an employee benefit plan,
against any liability asserted against or incurred by him in any such capacity
or arising out of his status as such, whether or not the corporation would have
the power to indemnify him against the same liability under 7-109-102,
7-109-103, or 7-109-107. Any such insurance may be procured from any insurance
company designated by the board of directors, whether such insurance company is
formed under the laws of this state or any other jurisdiction of the United
States or elsewhere, including any insurance company in which the corporation
has an equity or any other interest through stock ownership or otherwise.

7-109-109.     LIMITATION OF INDEMNIFICATION OF DIRECTORS.

        (1) A provision treating a corporation's indemnification of, or advance
of expenses to, directors that is contained in its articles of incorporation or
bylaws, in a resolution of its shareholders or board of directors, or in a
contract, except an insurance policy, or otherwise, is valid only to the extent
the provision is not inconsistent with sections 7-109-101 to 7-109-108. If the
articles of incorporation limit indemnification or advance of expenses,
indemnification and advance of expenses are valid only to the extent not
inconsistent with the articles of incorporation.

        (2) Sections 7-109-101 to 7-109-108 do not limit a corporation's power
to pay or reimburse expenses incurred by a director in connection with an
appearance as a witness in a proceeding at a time when he or she has not been
made a named defendant or respondent in the proceeding.

7-109-110.     NOTICE TO SHAREHOLDERS OF INDEMNIFICATION OF DIRECTOR.

        If a corporation indemnifies or advances expenses to a director under
this article in connection with a proceeding by or in the right of the
corporation, the corporation shall give written notice of the indemnification or
advance to the shareholders with or before the notice of the next shareholders'
meeting. If the next shareholder action is taken without a meeting at the
instigation of the board of directors, such notice shall be given to the
shareholders at or before the time the first shareholder signs a writing
consenting to such action. Article 108 of the Colorado Business Corporation Act
provides as follows:

                                       5
<PAGE>
7-108-402.     LIMITATION OF CERTAIN LIABILITIES OF DIRECTORS AND OFFICERS

        (1) If so provided in the articles of incorporation, the corporation
shall eliminate or limit the personal liability of a director to the corporation
or to its shareholders for monetary damages for breach of fiduciary duty as a
director; except that any such provision shall not eliminate or limit the
liability of a director to the corporation or to its shareholders for monetary
damages for any breach of the director's duty of loyalty to the corporation or
to its shareholders, acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, acts specified in section
7-108-403, or any transaction from which the director directly or indirectly
derived an improper personal benefit. No such provision shall eliminate or limit
the liability of a director to the corporation or to its shareholders for
monetary damages for any act or omission occurring before the date when such
provision becomes effective.

        (2) No director or officer shall be personally liable for any injury to
person or property arising out of a tort committed by an employee unless such
director or officer was personally involved in the situation giving rise to the
litigation or unless such director or officer committed a criminal offense in
connection with such situation. The protection afforded in this subsection (2)
shall not restrict other common-law protections and rights that a director or
officer may have. This subsection (2) shall not restrict the corporation's right
to eliminate or limit the personal liability of a director to the corporation or
to its shareholders for monetary damages for breach of fiduciary duty as a
director as provided in subsection (1) of this section.

                                       6
<PAGE>
Item 8. EXHIBITS.

The following documents are filed as Exhibits to this Registration Statement:

      4(a)-- Forms of Richard Fisher and Kennedy Miles Consulting Agreements.

      4(b)-- Forms of Warrants
       
      5   -- Opinion of Justin Walker, Associate General Counsel for the
             Company, as to the validity of the shares being registered

     24.1 -- Consent of Justin Walker, Associate General Counsel for the Company
    
     24.2 -- Consent of Schumacher & Associates, Inc., Certified Public
             Accountants

     25   -- Power of Attorney (following signature page of Registration
             Statement)

Item 9. UNDERTAKINGS.

The undersigned registrant hereby undertakes:

                      (i) 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 (the "Act");

                      (ii) to reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in 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;

        Provided, however, that paragraphs (i) and (ii) shall not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 of Section 15(d) of the Exchange Act that are incorporated by
reference in the registration statement.

        (2) That, for the purpose of determining any liability under the Act,
each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of 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.

        (4) That, for the purposes of determining any liability under the Act,
each filing of the registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act 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 

                                       7
<PAGE>
securities at that time shall be deemed to be the initial bona fide offering
thereof.

        (5) Insofar as indemnification for liabilities arising under the Act may
be permitted to directors, officers and controlling persons of the registrant
pursuant to the provisions described in Item 6 or otherwise, the registrant has
been advised that in the opinion of the 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.

                                       8
<PAGE>
                                   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 Houston, State of Texas, and Los Angeles, State
of California, on the 11th day of May, 1998.
    

ENHANCED SERVICES COMPANY, INC. (Registrant)

By:  /s/ Roger Mincheff
Roger Mincheff
President and Chief Executive Officer

By:  /s/ Robert Smith
Robert Smith,

Chief Financial Officer and Assistant Secretary

        Pursuant to the requirements of the Securities Act of 1933, the
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:

/s/ Robert Tourtelot
Robert Tourtelot

/s/ Roger Mincheff
Roger Mincheff

/s/ Paul Messina
Paul Messina

                                       9
<PAGE>
                                INDEX TO EXHIBITS

NO. EXHIBIT PAGE

     4(a) Forms of Richard Fisher and Kennedy Miles & Associates Consulting 
          Agreements

     4(b) Forms of Warrants

       
     5    Opinion of Justin Walker, Associate General Counsel, as to the
          validity of the shares being registered

    24.1  Consent of Justin Walker. Associate General Counsel
    
    24.2  Consent of Schumacher & Associates, Inc., Certified Public Accountants

    25    Power of Attorney (following signature page of Registration Statement)

                                       10
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 44326}]
{"company-data": {"conformed-name": "ENHANCED SERVICES CO INC", "cik": "0000830489", "assigned-sic": "6770", "irs-number": "841075908", "state-of-incorporation": "CO", "fiscal-year-end": "1130"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-52473", "film-number": "98617155"}, "business-address": {"street1": "16000 BARKER POINT LANE", "city": "HOUSTON", "state": "TX", "zip": "77079", "phone": "7135565051"}, "mail-address": {"street1": "16000 BARKER POINT LANE", "street2": "SUITE 100", "city": "HOUSTON", "state": "TX", "zip": "77079"}, "former-company": [{"former-conformed-name": "CRYSTAL VENTURE CORP", "date-changed": "19920703"}, {"former-conformed-name": "CRYSTAL VENTURE FUND INC", "date-changed": "19880517"}]}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON

                                   May 6, 1998

                             COMMISSION NO. 0-24256

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM S-8

                                  ------------

                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933

                                  ------------

                         ENHANCED SERVICES COMPANY, INC.
             (Exact name of registrant as specified in its charter)

                                    COLORADO
         (State of other jurisdiction of incorporation or organization)

                                   84-1075908
                     (I.R.S. Employer Identification Number)

                            16000 BARKERS POINT LANE
                              HOUSTON, TEXAS 77079
                    (Address of Principal Executive Offices)

         CONSULTING AND WARRANT COMPENSATION AGREEMENTS AND ARRANGEMENT
                                       FOR
                        KENNEDY MILES & ASSOCIATES, LTD.
                                       AND
                                 RICHARD FISHER
                            (Full title of the Plan)

                                  ------------

                                  ROBERT SMITH
                         ENHANCED SERVICES COMPANY, INC.
                            16000 BARKERS POINT LANE
                              HOUSTON, TEXAS 77079
                     (Name and address of agent for service)

           Telephone number, including area code of agent for service:
                                 (713) 556-5051

                                  ------------

                                    Copy to:

       
                               Justin Walker, ESQ.
Justin Walker, ESQ. Assoiate General Council
                            16000 Barkers Point Lane
                              Houston, Texas 77079
    

 Approximate date of proposed sale to the public: As soon as practicable after
               the effective date of this Registration Statement.
CALCULATION OF REGISTRATION FEE

                                      PROPOSED       PROPOSED
                                      MAXIMUM        MAXIMUM
TITLE OF                AMOUNT        OFFERING       AGGREGATE     AMOUNT OF
SECURITIES TO           TO BE         PRICE PER      OFFERING      REGISTRATION
BE REGISTERED           REGISTERED    SHARE (1)      PRICE (1)        FEE
-------------           ----------    ---------      ---------     ------------
Common Stock,
  $.001 par value       75,000(2)     $2.00(3)       $150,000      $44.25(4)

                        50,000(2)     $4.00(3)       $200,000(4)   $59.00(4)

(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 under the Securities Act of 1933.

(2) Reflects shares of common stock issuable upon exercise of the Company's
Common Stock Purchase Warrants issued to Kennedy Miles and Richard Fisher
Consulting Agreements ("Warrants").

(3) Based on average exercise price of the Warrants.

(4) Based on cumulative exercise price
PROSPECTUS

                         ENHANCED SERVICES COMPANY, INC.

                         125,000 Shares of Common Stock
                                ($.001 Par Value)

                                 TO BE ISSUED TO
                        KENNEDY MILES & ASSOCIATES, LTD.
                               AND RICHARD FISHER

                      CONSULTING AGREEMENTS AND ARRANGEMENT

        This Prospectus is part of a Registration Statement which registers an
aggregate 125,000 Shares of Common Stock, $.001 par value ("Common Stock") of
Enhanced Services Company, Inc. (the "Company") which may be issued, as set
forth herein, to Kennedy Miles & Associates, Ltd. ("KM"), and Richard Fisher
("RF") pursuant to common stock purchase warrants ("Warrants") to purchase up to
125,000 Shares of the Common Stock of the Company. Of the Warrants, 75,000 were
granted to KM pursuant to the Kennedy Miles Consulting Agreement (the "KM
Agreement") and 50,000 was granted to RF pursuant to the Richard Fisher
Consulting Agreement ("RF Agreement"). The Company has been advised by RF and KM
that they may sell all or a portion of their respective shares of Common Stock
from time to time as follows: (a) block trades in which the brokers or dealers
so engaged will attempt to sell shares as agent but may position and resell a
portion of the block as principal to facilitate the transaction; (b) purchases
by a broker or dealer as principal and resale by such broker or dealer for its
account pursuant to this Prospectus; (c) ordinary brokerage transactions and
transactions in which the broker solicits purchasers; and (d) in privately
negotiated transactions not involving a broker or dealer. In effecting sales,
brokers or dealers engaged to sell shares may arrange for other brokers or
dealers to participate. Brokers or dealers engaged to sell shares will receive
compensation in the form of commissions or discounts in amounts to be negotiated
by RF and KM, as the case may be, immediately prior to each sale. The Company
will receive no proceeds from any sales of Common Stock by RF or KM. RF and KM
and the brokers and dealers through whom sales of the shares are made may be
deemed to be "underwriters" within the meaning of the Securities Act of 1933, as
amended (the "Securities Act"), and any profits realized by them on the sale of
the shares may be considered to be underwriting compensation.

        No other person is authorized to give any information or make any
representation not contained or incorporated by reference in this Prospectus in
connection with the offer contained in this Prospectus, and, if given or made,
such other information or representation must not be relied upon as having been
authorized by the Company. Neither the delivery of this Prospectus nor any sale
made hereunder shall, under any circumstances, create any implication that there
has been no change in the affairs of the Company since the date hereof.
-------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF ANY
OFFER TO BUY ANY SECURITY OTHER THAN THE SECURITIES COVERED BY THIS PROSPECTUS,
NOR DOES IT CONSTITUTE AN OFFER OR SOLICITATION BY ANYONE IN ANY JURISDICTION IN
WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED, OR IN WHICH THE PERSON
MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO, OR TO ANY PERSON TO
WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.

                   The date of the Prospectus is May 11, 1998.
TABLE OF CONTENTS

                                                                       Page

AVAILABLE INFORMATION.....................................................1

INFORMATION INCORPORATED BY REFERENCE.....................................2

THE COMPANY...............................................................3

RICHARD FISHER, AND KENNEDY MILES & ASSOCIATES, 
     LTD., CONSULTING AGREEMENTS..........................................3

WARRANT TERMS AND PROVISIONS..............................................3

FEDERAL INCOME TAX EFFECTS................................................4

RESTRICTIONS UNDER SECURITIES LAWS........................................5

TRANSFER AGENT............................................................5

LEGAL MATTERS.............................................................5

EXPERTS...................................................................5

STATEMENT ON INDEMNIFICATION..............................................6
AVAILABLE INFORMATION

Enhanced Services Company, Inc. (the "Company") is subject to the informational
requirements of the Securities Exchange Act of 1934 (the "Exchange Act"), and,
in accordance therewith, files reports and other materials with the Securities
and Exchange Commission (the "Commission"). Reports, proxy statements and other
materials filed by the Company can be inspected and copied (at prescribed rates)
at the public reference facilities maintained by the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549. In addition, such reports, proxy
statements and other information can also be inspected and copied at the offices
of the National Association of Securities Dealers, Inc., 1735 K Street, N.W.,
Washington, D.C. 20006.

The Company has filed with the Commission a Registration Statement on Form S-8
(the "Registration Statement") under the Securities Act of 1933, as amended (the
"Act"), with respect to an aggregate of 125,000 Shares of the Company's Common
Stock, which may be issued to "RF" and "KM", consultants of the Company, upon
the exercise of common stock purchase warrants issued to said consultant,
pursuant to a written consulting agreement. This Prospectus does not contain all
of the information set forth in the Registration Statement, certain portions of
which have been omitted as permitted by the rules and regulations of the
Commission. For further information with respect to the Company and the shares
of the Common Stock offered by this Prospectus, reference is made to the
Registration Statement, including the exhibits thereto. Statements in this
Prospectus as to any document are not necessarily complete, and where any such
document is an exhibit to the Registration Statement or is incorporated by
reference herein, each such statement is qualified in all respects by the
provisions of such exhibit or other document, to which reference is hereby made,
for a full statement of the provisions thereof. A copy of the Registration
Statement, with exhibits, may be obtained from the Commission's office in
Washington, D.C. (at the above address) upon payment of the fees prescribed by
the rules and regulations of the Commission, or examined there without charges.

                                       1
INFORMATION INCORPORATED BY REFERENCE

        The following documents filed with the SEC are incorporated herein by
reference:

        1. The Company's latest Annual Report on Form 10-KSB for its fiscal year
ended November 30, 1997;

        2. All other reports filed pursuant to Section 13 or 15(d) of the 1934
Act since the end of the fiscal year covered by the Annual report on Form 10-K
referred to in item 1 above; and

        3. The description of the Common Stock contained in the Company's
registration statement on Form 10-SB, filed under section 12 of the 1934 Act
including any amendment or report updating such description.

        All reports and other documents subsequently filed by the Company
pursuant to sections 13(a), 13(c), 14 and 15(d) of the 1934 Act prior to the
termination of the offering shall be deemed to be incorporated by reference
herein and to be a part hereof form the date of the filing of such reports and
documents.

THE COMPANY HEREBY UNDERTAKES TO FURNISH WITHOUT CHARGE TO EACH PERSON TO WHOM
THIS PROSPECTUS IS DELIVERED, UPON WRITTEN OR ORAL REQUEST OF SUCH PERSON, A
COPY OF ANY OR ALL OF THE DOCUMENTS DESCRIBED ABOVE, OTHER THAN EXHIBITS TO SUCH
DOCUMENTS. REQUESTS SHOULD BE ADDRESSED TO ENHANCED SERVICES COMPANY, INC.,
16000 BARKERS POINT LANE, HOUSTON, TEXAS 77079, TELEPHONE NUMBER, ATTENTION:
SECRETARY-TREASURER (713) 556-5051.

                                       2
THE COMPANY

The Company was incorporated under the laws of the State of Colorado on March
16, 1987 as Crystal Venture Fund, Inc. The Company provides upgrade, repair and
maintenance and asset management services for users of portable computers, as
well as multimedia presentation development services. The Company's principal
executive offices are located at 16000 Barkers Point Lane, Houston, Texas 77079,
and its telephone number is (713) 556-5051.

   RICHARD FISHER, AND KENNEDY MILES & ASSOCIATES, LTD., CONSULTING AGREEMENTS

       
Effective April 1, 1998, the Company entered into the Consulting Agreements with
each of KM and RF. Under the terms of their respective Agreements, KM will
provide consulting services with respect to matters concerning: (i) strategic
planning and implementation of the business development and affairs of the
Company, (ii) future business and strategic opportunities available in the
United Kingdom, (iii) providing management and strategic oversight for the
assessment and reorganization of the London-based operations formerly conducted
by Softbank Interactive Marketing, Inc., and (iv) involvement in and the
prospects for use of the London facilities and opportunities and the future
operations or conduct of business in the London-based markets. RF will provide
consulting services with respect to (i) strategic planning, (ii) legal affairs
and (iii) corporate finance and industry analysis. The term of each of the
Agreements shall commence on April 1, 1998 and will continue for a period of one
year unless sooner terminated as provided therein.

In consideration for their respective agreements to provide the listed services,
pursuant to the Agreements the Company issued to each of RF as a consulting and
advisory fee, common stock purchase warrants ("Warrants"), to purchase an
aggregate of 50,000 Shares of the Company's Common Stock at an exercise price
$4.00, and issued to KM, as a consulting fee, Warrants to purchase an aggregate
of 75,000 Shares of the Company's Common Stock at an exercise price $2.00 The
Warrants were issued as of May 11, 1998, expire on May 12, 2000 and are
exercisable in whole or part until then.
    

                          WARRANT TERMS AND PROVISIONS

All of the Warrants were issued pursuant to the Agreement and were not issued
pursuant to any program or plan being administered by either the Board of
Directors of the Company or any committee of the Board of Directors organized
for that purpose. The specific terms of the Warrants are as follows:

        (a) WARRANT EXERCISE PRICES. The exercise prices per share of Common
Stock issuable or exercisable on the Warrants set forth above were established
by the Board of Directors based on negotiations with reference to the average of
the bid prices for the Company's Common Stock as reported on the SmallCap Market
of the National Association of Securities Dealers, Inc. during March and April,
1997, when the Company and RF and KM concluded negotiations of the Warrants and
the Agreement, when such average price was in the $5.00 range.

       
        (b) TERM OF WARRANTS. The Warrants may be exercised in whole or in part
at any time through May 12, 2000 unless the expiration date of the Warrant and
the term of the Consulting Agreement are extended by the Company in writing to a
later date.
    

        (c) MANNER OF EXERCISE. RF and KM may exercise all or any whole number
of such Warrants for cash during the term of the Warrants.

                                       3
(d) TRANSFERABILITY. The Warrants are not transferable without the
Company's prior written approval.

        (e) REDEMPTION. There are no redemption rights afforded to the Company
in connection with the Warrants.

        (f) ADJUSTMENTS. The number of shares of Common Stock of the Company
purchasable upon exercise of the Warrants and the exercise price of the Warrants
are subject to adjustment upon the occurrence of specified events primarily
involving stock dividends, stock splits, reorganizations, reclassifications,
consolidations and mergers.

        (g) NO RIGHT AS STOCKHOLDER. RF and KM are not, by virtue of ownership
of the Warrant, entitled to any rights whatsoever of a stockholder of the
Company.

                           FEDERAL INCOME TAX EFFECTS

A Warrant holder does not recognize taxable income on the date of the grant of
the Warrant, which is a non-statutory option, but recognizes ordinary income
generally at the date of exercise in the amount of the difference between the
Warrant exercise price and the fair market value of the common Stock on the date
of exercise. However, in the event that the holder is, or may become, subject to
the restrictions on resale of common stock under Section 16 of the Securities
Exchange Act of 1934, such person generally recognizes ordinary income at the
end of the six-month period following the date of exercise in the amount of the
difference between the warrant exercise price and the fair market value of the
common stock at the end of the six-month period. Nevertheless, such holders may
elect within 30 days after the date of exercise to recognize ordinary income as
of the date of exercise. The amount of ordinary income recognized by the Warrant
holder is deductible by the company in the year that income is recognized. The
foregoing is not intended to be a complete statement of applicable law and RF
and KM each should rely on their own legal counsel with respect thereto.

                       RESTRICTIONS UNDER SECURITIES LAWS

       
The sale of any shares of Common Stock acquired upon the exercise of the
Warrants must be made in compliance with federal and state securities laws.
Officers, directors and 10% or greater stockholders of the Company, as well as
certain other persons or parties who may be deemed to be "affiliates" of the
Company under the Federal Securities Laws, should be aware that resales by
affiliates can only be made pursuant to an effective Registration Statement,
Rule 144 or any other applicable exemption. Officers, directors and 10% and
greater stockholders are also subject to the "short swing" profit rule of
Section 16(b) of the Securities Exchange Act of 1934. Section 16(b) of the
Exchange Act generally provides that if an officer, director or 10% and greater
stockholder sold any Common Stock of the Company acquired pursuant to the
exercise of a stock option, he would generally be required to pay any "profits"
resulting from the sale of the stock and receipt of the stock option. Section
16(b) exempts all warrant exercises from being treated as purchases and,
instead, treats a warrant grant as a purchase of the underlying security, which
grant\purchase may be matched with any sale of the underlying security within
six months of the date of grant. The foregoing is not intended to be a complete
statement of applicable law and RF and KM should rely on their own legal counsel
with respect thereto.
   
                                       4
TRANSFER AGENT

The Transfer Agent for the shares of common stock is the Corporate Stock
Transfer Co., 370 17th Street, Denver, Colorado 80202.

                                  LEGAL MATTERS
       
Certain legal matters in connection with the securities offered hereby are being
passed upon for the Company by Justin Walker, Associate General Council.
    
                                     EXPERTS

The audited consolidated financial statements of the Company incorporated by
reference in this Prospectus have been so incorporated in reliance on the report
of Schumacher & Associates, Inc., independent certified public accountants,
given on the authority of said firm as experts in auditing and accounting.

                                       5
STATEMENT ON INDEMNIFICATION

Under provisions of the Company's Amended and Restated Articles of
Incorporation, any person made a party to any lawsuit by reason of being a
director or officer of the Company, or any parent or subsidiary thereof, shall
be indemnified by the Company to the full extent authorized by the Colorado
Corporation Code, as amended. Said Code was repealed on July 1, 1994 and was
replaced by articles 101-117 of the Colorado Business Corporation Act.

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 Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act of 1933 and is
therefore unenforceable.

                                       6
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE

The documents listed in (a) through (c) below are incorporated by reference in
the Registration Statement. All documents subsequently filed by the Registrant
pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference in the Registration Statement and to be part thereof
from the date of filing of such documents.

               (a) The Registrant's Annual Report on Form 10-KSB for the fiscal
year ended November 30, 1994 and the Registrant's effective registration
statement on Form 10-SB;

               (b) All other reports filed pursuant to Section 13 or 15(d) of
the Exchange Act since the end of the fiscal year covered by the Registrant's
Form 10-KSB referred to in (a) above.

               (c) The class of securities to be offered hereby is registered
under Section 12 of the Exchange Act. A description of the Registrant's
securities is set forth in Item 11 of its Form 10-SB which is incorporated as a
part of this Registration Statement.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

a.      Article VIII of Registrant's Amended and Restated Articles of 
        Incorporation provides:

        The Corporation may and shall indemnify each director, officer and any
employee or agent of the Corporation, his heirs, executors and administrators,
against any and all expenses or liability reasonably incurred by him in
connection with any action, suit or proceeding to which he may be a party by
reason of his being or having been a director, officer, employee or agent of the
Corporation to the full extent required or permitted by the Colorado Corporation
Code, as amended." Said Code was repealed on July 1, 1994 and was replaced by
articles 101-117 of the Colorado Business Corporation Act.

b. Article 109 of the Colorado Business Corporation Act provides that:

7-109-101.     DEFINITIONS.  As used in this article:

        (1) "Corporation" includes any domestic or foreign predecessor entity of
the corporation in a merger, consolidation, or other transaction in which the
predecessor's existence ceased upon consummation of the transaction.

        (2) "Director" means an individual who is or was a director of a
corporation or an individual who, while a director of a corporation is or was
serving at the corporation's request as a director, officer, partner, trustee,
employee, fiduciary, or agent of another foreign or domestic corporation or
other person, or of an employee benefit plan. A director shall be considered to
be serving an employee benefit plan at the corporation's request if his duties
to the corporation also impose duties on or otherwise involve services by him to
the plan or to participants in or beneficiaries of the plan. 

                                       1
"Director" includes, unless the context requires otherwise, the estate or
personal representative of a director.

        (3) "Expenses" includes counsel fees.

        (4) "Liability" means the obligation incurred with respect to a
proceeding to pay a judgment, settlement, penalty, fine including an excise tax
assessed with respect to an employee benefit plan, or reasonable expenses.

        (5) "Official capacity", when used with respect to a director, means the
office of director in a corporation, and, when used with respect to a person
other than a director, as contemplated in Section 7-109-107 means the office in
a corporation held by the officer or the employment or agency relationship
undertaken by the employee fiduciary, or agent on behalf of the corporation.
"Official capacity" does not include service for any other foreign or domestic
corporation or any other person or employee benefit plan.

        (6) "Party" includes a person who was, is, or is threatened to be made a
named defendant or respondent in a proceeding.

        (7) "Proceeding" means any threatened, pending or completed action,
suit, or proceeding, whether civil, criminal, administrative, or investigative
and whether formal or informal.

7-109-102.    AUTHORITY TO INDEMNIFY DIRECTORS. (1) Except as provided in 
paragraph (4) of this section, a corporation may indemnify a person made a party
to a proceeding because the person is or was a director if:

               (a) the person conducted himself in good faith;

               (b) the person reasonably believed:

                      (I) In the case of conduct in an official capacity with
the corporation, that his conduct was in the corporation's best interests; or

                      (II) In all other cases, that his conduct was at least not
opposed to the corporation's best interests; and

               (c) In the case of any criminal proceeding, he had no reasonable
cause to believe his conduct was unlawful.

        (2) A director's conduct with respect to an employee benefit plan for a
purpose he reasonably believed to be in the interests of the participants in or
beneficiaries of the plan is conduct that satisfies the requirements of
subparagraph (II) of paragraph (b) of subsection (1) of this section. A
director's conduct with respect to an employee benefit plan for a purpose that
he did not reasonably believe to be in the interests of the participants in or
beneficiaries of the plan shall be deemed not to satisfy the requirements of
paragraph (a) of subsection (1) of this section.

        (3) The termination of any proceeding by judgment, order, settlement, or
conviction, or upon a plea of nolo contendere or its equivalent, is not of
itself determinative that the director did not meet the standard of conduct
described in this section.

        (4) A corporation may not indemnify a director under this section:

               (a) In connection with a proceeding by or in the right of the
corporation in which the director was adjudged liable to the corporation; or

                                       2
(b) In connection with any proceeding charging improper personal
benefit to the director, whether or not involving action in his official
capacity, in which he was adjudged liable on the basis that he derived an
improper personal benefit proceeding.

        (5) Indemnification permitted under this section in connection with a
proceeding by or in the right of a corporation is limited to reasonable expenses
incurred in connection with the proceeding.

7-109-103. MANDATORY INDEMNIFICATION OF DIRECTORS. Unless limited by its
articles of incorporation, a corporation shall indemnify a person who was wholly
successful, on the merits or otherwise, in defense of any proceeding to which he
was a party because the person is or was a director, against reasonable expenses
incurred by him in connection with the proceeding.

7-109-104.     ADVANCE OF EXPENSES TO DIRECTORS.

        (1) A corporation may pay for or reimburse the reasonable expenses
incurred by a director who is a party to a proceeding in advance of the final
disposition of the proceeding if:

               (a) The director furnishes the corporation a written affirmation
of his good-faith belief that he has met the standard of conduct described in
section 7-109-102;

               (b) The director furnishes the corporation a written undertaking,
executed personally or on his behalf, to repay the advance if it is determined
that he did not meet such standard of conduct; and

               (c) A determination is made that the facts then known to those
making the determination would not preclude indemnification under this article.

        (2) The undertaking required by paragraph (b) of subsection (1) of this
section shall be an unlimited general obligation of the director, but need not
be secured and may be accepted without reference to financial ability to make
repayment.

        (3) Determinations and authorizations of payments under this section
shall be made in the manner specified in section 7-109-106.

7-109-105.     COURT-ORDERED INDEMNIFICATION OF DIRECTORS.

        (1) Unless otherwise provided in the articles of incorporation, a
director who is or was a party to a proceeding may apply for indemnification to
the court conducting the proceeding or to another court of competent
jurisdiction. On receipt of an application, the court, after giving any notice
the court considers necessary, may order indemnification in the following
manner:

               (a) If it determines the director is entitled to mandatory
indemnification under section 7-109-103, the court shall order indemnification
in which case the court shall also order the corporation to pay the director's
reasonable expenses incurred to obtain court-ordered indemnification.

               (b) If it determines that the director is fairly and reasonably
entitled to indemnification in view of all the relevant circumstances, whether
or not he met the standard of conduct set forth in section 7-109-102(1) or was

                                       3
adjudged liable in the circumstances described in section 7-109-102(4), the
court may order such indemnification as the court deems proper; except that the
indemnification with respect to any proceeding in which liability shall have
been adjudged in the circumstances described in section 7-109-102(4) is limited
to reasonable expenses incurred in connection with the proceeding and reasonable
expenses incurred to obtain court-ordered indemnification.

7-109-106.     DETERMINATION AND AUTHORIZATION OF INDEMNIFICATION OF DIRECTORS.

        (1) A corporation may not indemnify a director under section 7-109-102
unless authorized in the specific case after a determination has been made that
indemnification of the director is permissible in the circumstances because he
has met the standard of conduct set forth in section 7-109-102. A corporation
shall not advance expenses to a director under section 7-109-104 unless
authorized in the specific case after the written affirmation and undertaking
required by section 7-109-104(1)(a) and (1)(b) are received and the
determination required by Section 7-109-104(1)(c) has been made.

        (2) The determinations required to be made by subsection (1) of this
section shall be made:

               (a) By the board of directors by a majority vote of those present
at a meeting where a quorum is present, which quorum shall consist of directors
not parties to the proceeding; or

               (b) If a quorum cannot be obtained, by a majority vote of a
committee of the board designated by the board, which committee shall consist of
two or more directors not parties to the proceeding; except that directors who
are parties to the proceeding may participate in the designation of directors
for the committee.

        (3) If a quorum cannot be obtained and the committee cannot be
established under paragraph (b) of this section, or even if a quorum is obtained
or a committee designated, if a majority of the directors constituting such
quorum or committee so directs, the determination required to be made by
subsection (1) shall be made:

               (a) By independent legal counsel selected by a vote of the board
of directors or the committee in the manner specified in paragraph (a) or (b) of
subsection (2) of this section or, if a quorum of the full board cannot be
obtained and a committee cannot be established, by independent legal counsel
selected by a majority vote of the full board; or

               (b) By the shareholders.

        (4) Authorization of indemnification and evaluation as to reasonableness
of expenses shall 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 independent legal counsel,
authorization of indemnification and evaluation as to reasonableness of expenses
shall be made by the body that selected said counsel.

7-109-107.     INDEMNIFICATION OF OFFICERS, EMPLOYEES, FIDUCIARIES, AND AGENTS.

        Unless otherwise provided in the articles of incorporation:

               (a) An officer is entitled to mandatory indemnification pursuant
to section 7-109-103 of this section and is entitled to apply for 

                                       4
court-ordered indemnification pursuant to section 7-109-105 in each case to the
same extent as a director;

               (b) A corporation may indemnify or advance expenses to an
officer, employee, fiduciary or agent of the corporation who is not a director
to the same extent as to a director; and

               (c) A corporation may also indemnify and advance expenses to an
officer, employee, fiduciary or agent of the corporation who is not a director
to a greater extent if not inconsistent with public policy, and if provided for
by its bylaws, general or specification of its shareholders or directors, or in
a contract.

7-109-108.     INSURANCE.

        A corporation may purchase and maintain insurance on behalf of a person
who is or was a director, officer, employee, fiduciary, or agent of the
corporation and who, while a director, officer, employee, fiduciary, or agent of
the corporation is or was serving at the request of the corporation as a
director, officer, partner, trustee, employee, fiduciary, or agent of any other
foreign or domestic corporation or other person or of an employee benefit plan,
against any liability asserted against or incurred by him in any such capacity
or arising out of his status as such, whether or not the corporation would have
the power to indemnify him against the same liability under 7-109-102,
7-109-103, or 7-109-107. Any such insurance may be procured from any insurance
company designated by the board of directors, whether such insurance company is
formed under the laws of this state or any other jurisdiction of the United
States or elsewhere, including any insurance company in which the corporation
has an equity or any other interest through stock ownership or otherwise.

7-109-109.     LIMITATION OF INDEMNIFICATION OF DIRECTORS.

        (1) A provision treating a corporation's indemnification of, or advance
of expenses to, directors that is contained in its articles of incorporation or
bylaws, in a resolution of its shareholders or board of directors, or in a
contract, except an insurance policy, or otherwise, is valid only to the extent
the provision is not inconsistent with sections 7-109-101 to 7-109-108. If the
articles of incorporation limit indemnification or advance of expenses,
indemnification and advance of expenses are valid only to the extent not
inconsistent with the articles of incorporation.

        (2) Sections 7-109-101 to 7-109-108 do not limit a corporation's power
to pay or reimburse expenses incurred by a director in connection with an
appearance as a witness in a proceeding at a time when he or she has not been
made a named defendant or respondent in the proceeding.

7-109-110.     NOTICE TO SHAREHOLDERS OF INDEMNIFICATION OF DIRECTOR.

        If a corporation indemnifies or advances expenses to a director under
this article in connection with a proceeding by or in the right of the
corporation, the corporation shall give written notice of the indemnification or
advance to the shareholders with or before the notice of the next shareholders'
meeting. If the next shareholder action is taken without a meeting at the
instigation of the board of directors, such notice shall be given to the
shareholders at or before the time the first shareholder signs a writing
consenting to such action. Article 108 of the Colorado Business Corporation Act
provides as follows:

                                       5
7-108-402.     LIMITATION OF CERTAIN LIABILITIES OF DIRECTORS AND OFFICERS

        (1) If so provided in the articles of incorporation, the corporation
shall eliminate or limit the personal liability of a director to the corporation
or to its shareholders for monetary damages for breach of fiduciary duty as a
director; except that any such provision shall not eliminate or limit the
liability of a director to the corporation or to its shareholders for monetary
damages for any breach of the director's duty of loyalty to the corporation or
to its shareholders, acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, acts specified in section
7-108-403, or any transaction from which the director directly or indirectly
derived an improper personal benefit. No such provision shall eliminate or limit
the liability of a director to the corporation or to its shareholders for
monetary damages for any act or omission occurring before the date when such
provision becomes effective.

        (2) No director or officer shall be personally liable for any injury to
person or property arising out of a tort committed by an employee unless such
director or officer was personally involved in the situation giving rise to the
litigation or unless such director or officer committed a criminal offense in
connection with such situation. The protection afforded in this subsection (2)
shall not restrict other common-law protections and rights that a director or
officer may have. This subsection (2) shall not restrict the corporation's right
to eliminate or limit the personal liability of a director to the corporation or
to its shareholders for monetary damages for breach of fiduciary duty as a
director as provided in subsection (1) of this section.

                                       6
Item 8. EXHIBITS.

The following documents are filed as Exhibits to this Registration Statement:

      4(a)-- Forms of Richard Fisher and Kennedy Miles Consulting Agreements.

      4(b)-- Forms of Warrants
       
      5   -- Opinion of Justin Walker, Associate General Counsel for the
             Company, as to the validity of the shares being registered

     24.1 -- Consent of Justin Walker, Associate General Counsel for the Company
    
     24.2 -- Consent of Schumacher & Associates, Inc., Certified Public
             Accountants

     25   -- Power of Attorney (following signature page of Registration
             Statement)

Item 9. UNDERTAKINGS.

The undersigned registrant hereby undertakes:

                      (i) 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 (the "Act");

                      (ii) to reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in 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;

        Provided, however, that paragraphs (i) and (ii) shall not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 of Section 15(d) of the Exchange Act that are incorporated by
reference in the registration statement.

        (2) That, for the purpose of determining any liability under the Act,
each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of 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.

        (4) That, for the purposes of determining any liability under the Act,
each filing of the registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act 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 

                                       7
securities at that time shall be deemed to be the initial bona fide offering
thereof.

        (5) Insofar as indemnification for liabilities arising under the Act may
be permitted to directors, officers and controlling persons of the registrant
pursuant to the provisions described in Item 6 or otherwise, the registrant has
been advised that in the opinion of the 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.

                                       8
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 Houston, State of Texas, and Los Angeles, State
of California, on the 11th day of May, 1998.
    

ENHANCED SERVICES COMPANY, INC. (Registrant)

By:  /s/ Roger Mincheff
Roger Mincheff
President and Chief Executive Officer

By:  /s/ Robert Smith
Robert Smith,

Chief Financial Officer and Assistant Secretary

        Pursuant to the requirements of the Securities Act of 1933, the
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:

/s/ Robert Tourtelot
Robert Tourtelot

/s/ Roger Mincheff
Roger Mincheff

/s/ Paul Messina
Paul Messina

                                       9
INDEX TO EXHIBITS

NO. EXHIBIT PAGE

     4(a) Forms of Richard Fisher and Kennedy Miles & Associates Consulting 
          Agreements

     4(b) Forms of Warrants

       
     5    Opinion of Justin Walker, Associate General Counsel, as to the
          validity of the shares being registered

    24.1  Consent of Justin Walker. Associate General Counsel
    
    24.2  Consent of Schumacher & Associates, Inc., Certified Public Accountants

    25    Power of Attorney (following signature page of Registration Statement)

                                       10