UNITED STATESSECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10SB/A
GENERAL FORM FOR REGISTRATION OF SECURITIES OF SMALL
BUSINESS ISSUERS
Pursuant to Section 12(b) or (g)
of the Securities and Exchange Act of 1934
HIKING ADVENTURES, INC.
(Exact name of registrant as specified in its
charter)
Nevada 880370480
(State of organization) (I.R.S. Employer
Identification No.)
3123 Trueno Road, Henderson, NV 89014
(Address of principal executive offices)
Registrant's telephone number, including area code:
(702) 4357947
Registrant's Counsel:
Shawn F. Hackman, P.C., 3360 W. Sahara Avenue
Suite 200, Las Vegas, NV 89102, (702) 7322253.
Securities to be registered pursuant to Section 12(b)
of the Act: None
Securities to be registered pursuant to Section 12(g)
of the Act: Common Stock
ITEM 1. DESCRIPTION OF BUSINESS
Background
Hiking Adventures, Inc., (the "Company") was
organized as a Nevada corporation on October 18,
1996 for the purpose of publishing and marketing a
collection of hiking trail guides. Its principal
place of business is located at 3123 Trueno Road,
Henderson, NV 89014. The Company is voluntarily
filing this
Registration Statement.
The Company was formed by Gary C. Vesperman, who was
issued 6,000 founders shares in consideration of
expenditures totaling $414.55 for incorporating the
Company. On January 13, 1998, Timothy J. Zelenka
joined the Company's board and was named Secretary
and Treasurer. On that date, Mr. Zelenka purchased
100,000 shares of the Company's common stock for the
sum of $6,742.11, and Mr. Vesperman purchased 94,000
shares for the sum of $6,337.58. An additional
600,000 shares were issued to 28 shareholders for
$0.05 per share in an offering (the "Offering")
pursuant to Rule 504 of Regulation D (See Item 10,
"Recent Sales of Unregistered Securities"). This
Offering commenced on March 25, 1998, and was closed
on July 7, 1998.
Business of Issuer
The Company's purpose is to publish and market a
collection of hiking trail guides. Typical hiking
trail guides contain detailed descriptions of each
trail and one or two black and white photographs. The
Company intends to fill a niche in the marketplace by
emphasizing hiking trails of exceptional merit,
accompanied by color photographs of outstanding
quality.
Each guidebook will feature one trail. The books will
be 5 1/2 by 8 1/2 inches in size, printed on glossy
paper to allow printing of full color photographs.
The front cover will show the name of the hiking
trail at the top, with eye catching photographs
below. The insides of the front and rear covers will
contain information about the Company's other hiking
guides and hiking information. The back cover
includes a photograph and the usual information, such
as retail price, publisher name and address,
copyright year, and ISBN number.
The photographs will be shown on each page, in the
sequence in which the trail is traversed. The first
few pages will include summary information about the
trail, such as its location, a map, and some general
comments as to why the trail is considered to be
outstanding. The author is then introduced, and
information is included concerning the photographs.
Comments about the geology, history, campsites, and
plant and animal life will also be included.
The Company also plans to research the feasibility,
economic viability, and marketing appeal of providing
hiking information, in addition to the guidebooks, to
hikers via electronic methods using some of the
technology already in place in the satellitebased
global positioning systems ("GPS"). The Company
envisions a handheld device, similar to a GPS, that
would provide a hiker on a trail with positioning
information, weather reports for the area, access
road conditions, campsite and lodging availability,
and the ability to make reservations. The device
would also feature an alarm that could alert a hiker
to troublesome or dangerous conditions on the trail,
such as bad weather, grizzly bear warnings, etc.
This device is not currently under development, and
the Company may determine that development of such a
device is not economically feasible.
The Company plans to distribute these guidebooks over
the Internet. Mr. Zelenka's expertise in this area
will help the Company develop a web site and have it
listed on all of the major search engines. The
Company has been in contact with an online publishing
company who has expressed an interest in publishing
the guidebooks on their site.
In addition to the Internet marketing, the Company
also plans to pursue four other means of marketing
and distributing the guidebooks. The first of these
is advertisements in hiking and environmental
organization publications. Second, the Company will
attempt to display and sell the books in the stores
and visitor centers in each area in which the trails
are located. Third, the Company will try to get the
guidebooks included in catalogs featuring sporting
goods, guidebooks, and other similar outdoor
oriented items. Finally, the Company may conduct a
targeted direct mail campaign to sell photographs
that are not included in the guidebooks.
The Company plans to design and print the guidebooks
internally using desk top publishing software. The
major raw materials needed are the photographs, which
Mr. Vesperman either has already taken or will take
prior to publication, and paper, which is readily
available through numerous retail outlets.
None of the Company's current business activities,
including those business activities currently being
contemplated by the Company, require government
approval.
The two Company officers, Messrs. Vesperman and
Zelenka, are the
company's only employees at this time.
Risk Factors
The Company's business is subject to numerous risk
factors, including the following:
MINIMAL OPERATING HISTORY, MINIMAL REVENUE AND
MINIMAL ASSETS. The Company has minimal operating
history and has received only some revenues or
earnings from its intended operations. In addition,
the Company has received a small amount of income
from "consulting" projects performed by the Company's
management during the most recent fiscal year. While
this revenue has provided the Company with some
working capital for its initial development, it is
not likely that the Company or its principals will
generate any additional consulting income in the
future. The Company has limited assets and financial
resources. The Company will, in all likelihood,
sustain operating expenses without corresponding
revenues, at least until it publishes its first
guidebook. This may result in the Company incurring a
net operating loss. (See Plan of Operation)
COMPETITION FOR TRAVEL PUBLISHING. The travel and
tourist
publishing business are intensely competitive. The
Company may be at a disadvantage with other
companies, some of which have larger technical
staffs, established market shares, and greater
financial and operational resources than the Company.
There can be no assurance that the Company will be
able to compete successfully.
ONE AGREEMENT FOR PUBLISHING AND DISTRIBUTION. To
date, one agreement is in place for the publication
and sale of hiking guide books. On June 10, 1999,
the Company contracted with Business Concepts, Inc.,
a Nevada Corporation, as follows:
1. The Company has agreed to publish and sell to
Business
Concepts, Inc., and Business Concepts, Inc., has
agreed to buy from the Company, three (3) sets of
hiking guide books to be entitled, "Bears Ears
Lizard Head North Fork Popo Agie High Meadows Trail
Loop Hiking Adventures" ("Guide #1"), "Bird Ridge
Trail Hiking Adventure" ("Guide #2"), and "Mount
Abbott Trail Hiking Adventure" ("Guide #3"). The
Company has agreed to publish and Business Concepts,
Inc., has agreed to purchase 20,000 copies of Guide
#1, 20,000 copies of Guide #2, and 20,000 copies of
Guide #3. Business Concepts, Inc., has agreed to
purchase the hiking guides at $3.15 per guide,
subject to a six (6%) percent volume discount,
resulting in a net price of $2.961 per guide, on a
COD basis. The hiking guides will be produced and
provided according to the following schedule
Guide #1
Delivery Date Guides to be delivered
August 1, 1999 5,000
September 1, 1999 5,000
October 1, 1999 1,000 per month on
the first day
Through of each month
July 1, 1999
Guide #2
Delivery Date Guides to
be delivered
October 1, 1999 5,000
November 1, 1999 5,000
December 1, 1999 1,000 per month on
the first day
through of each month
September 1, 2000
Guide #3
Delivery Date Guides to
be delivered
December 1, 1999 5,000 January 1, 2000
5,000
February 1, 2000 1,000 per month on the first
day through of each month
November 1, 1999
RELIANCE ON ONE AGREEMENT FOR THE PURCHASE OF HIKING
GUIDES. To date, only one agreement exists for the
purchase of hiking guides. In the event that the
Company is unable to satisfy the terms of the
purchase agreement, or the purchaser is unable to
fulfill its obligations under the purchase agreement,
the Company's expenses will be greater than its
revenues resulting in the Company operating at a
loss.
The Company has had preliminary discussions with
an online publishing company who has expressed an
interest in publishing the guidebooks on its website.
The online publishing company is waiting, however,
for a final draft before any agreement can be
proposed.
CONTINUED MANAGEMENT CONTROL, LIMITED TIME
AVAILABILITY. The two officers and directors are the
only employees of the Company. Each of them has a
fulltime job, and devotes as much time as possible to
the preparation of the guidebooks. While this
limited availability increases the amount of time it
will take to prepare a final draft, the experience of
the management makes it imperative for them to
perform this work. Loss of the services of either
individual would adversely affect development of the
Company's business and its likelihood of continuing
operations. See Item 5.
LACK OF MARKET RESEARCH OR MARKETING ORGANIZATION.
The Company has not conducted or received results of
market research indicating that market demand exists
for the guidebooks. Moreover, the Company does not
have, and does not plan to establish, a marketing
organization. The Company is relying completely on
the experience and knowledge of Mr. Vesperman in
this regard.
ITEM 2. MANAGEMENT'S PLAN OF OPERATION
NOTE REGARDING PROJECTIONS AND FORWARD LOOKING
STATEMENTS
This statement includes projections of future results
and "forward looking statements" as that term is
defined in Section 27A of the Securities Act of 1933
as amended (the "Securities Act"), and Section 21E of
the Securities Exchange Act of 1934 as amended (the
"Exchange Act"). All statements that are included in
this Registration Statement, other than statements of
historical fact, are forward looking statements.
Although Management believes that the expectations
reflected in these forward looking statements are
reasonable, it can give no assurance that such
expectations will prove to have been correct.
Important factors that could cause actual results
to differ materially from the expectations are
disclosed in this Statement, including, without
limitation, in conjunction with those forward looking
statements contained in this Statement.
The Company plans to benefit from publishing and
marketing guidebooks featuring a collection of hiking
trails of exceptional merit. Each hiking trail
description will begin with a few sentences of
identification, narrative, and location. Narratives
may include discussions of the trail's geology,
biology, and history. The narrative of each trail is
planned to be interspersed liberally with color
photographs taken at various points along the trail.
The Company's President, Gary C. Vesperman, has
hiked, rafted, backpacked, and otherwise visited a
total of approximately 125 units of the Canadian and
American national park and wilderness systems, plus
dozens of state and provincial parks. Thus he is
uniquely capable of judging the relative scenic
merits of hiking trails. He personally hiked and
selected four trails which will be the subject of the
first four guidebooks.
The Company currently has an inventory of
approximately 1,000 photographs which were purchased
from Mr. Vesperman for a token payment of $1.00.
These photographs, together with other photographs
taken by Mr. Vesperman in August, 1998, will be used
in the Company's initial four guidebooks.
In addition, the Company plans to acquire additional
photographs for use in later editions. Weather and
seasonal conditions typically influence the time of
year when a trail should be hiked for optimal picture
taking. For example, drought conditions in late
summer are ideal for high altitude trails. Wet
winters
are required for colorful spring wildflower displays
in desert areas. So hiking trail photography would
tend to be opportunistic and somewhat sporadic. In
order to reduce costs, the Company plans to combine
photographing trips to several candidate hiking
trails in each category, when weather and seasonal
conditions appear favorable.
The Company does not anticipate the need for
additional cash during the next 12 months. The
Company does not intend to hire additional employees
or acquire significant plant or equipment during
that time period.
ITEM 3. DESCRIPTION OF PROPERTY.
The Company neither owns nor leases any real
property. Office services are provided without
charge by Gary C. Vesperman, the President and
Director of the Company.
The Company's principal place of business is
comprised of 250 square feet of operating space
located at 3123 Trueno Road, Henderson, Nevada,
89014. As aforesaid, these accommodations are
currently being provided to the Company, without
charge, by Gary C. Vesperman.
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT.
The following table sets forth information relating
to the beneficial ownership of the Company's
common stock by those persons holding beneficially
more than 5% of the Company's common stock, by the
Company's directors and executive officers, and by
all of the Company's directors and executive officers
as a group. In this case, the only holders of more
than 5% of the Company's common stock are the
directors and executive officers, so only one table
is shown.
Title of Class Name/Address Shares
Percentage
Class Of Owner Beneficially
Ownership
Owned
Common Gary C. Vespeman 99,300
12.41%
3123 Trueno Road
Henderson, NV 89014
Common Timothy J. Zelenka 100,000
12.50%
347 Gana Court
Las Vegas, NV
Common All officers and 199,300
24.91%
directors
(2 individuals)
ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS,
AND CONTROL
PERSONS
The members of the Board of Directors of the Company
serve until the next annual meeting of the
stockholders, or until their successors have been
elected. The officers serve at the pleasure of the
Board of Directors. Information as to the directors
and executive officers of the Company is as follows:
Name/Address Age
Position
Gary C. Vesperman 55
President/Director
3123 Trueno Road
Henderson, NV 89014
Timothy J. Zelenka 42
Secretary/Treasurer
/Director
347 Gana Court
Henderson, NV 89014
Gary C. Vesperman; President
Gary C. Vesperman, age 55, is the President and a Director of the
Company. His previous experience has been with Film Funding, Inc.,
Las Vegas, Nevada from February 1992 until June 1998 where he worked
as Vice President.
From April 1986 until October 1992 he was the Senior Technical Writer
for EG&G Special Projects in Las Vegas. He wrote software user's
guides and theory of operation/maintenance manuals for radar
systems. He also edited proposals for security systems.
Mr. Vesperman was previously a technical writer with 18 Silicon
Valley electronics companies including Control Data, Ford
Aerospace, Ampex, Verbatim, Amdahl, Timex, Mohawk Data Sciences,
HewlettPackard, and Moore Systems. His projects have included a
broadcast television camera, vehicle electronics testing system for
a General Motors luxury car assembly line, power control and
distribution systems, and many types of computer equipment.
After over a quarter century of research, Mr. Vesperman completed the
design of a fiberoptic network of computerbased segmented courses.
Fiberoptic cables would link up to several dozen metropolitan
high schools into a combination of unique
statistical techniques, video, teleconferencing, superlearning, and a
threelevel computer hierarchy.
EDUCATION
BS Electrical Engineering, University of Wisconsin, Madison,
Wisconsin 1968
EXPERIENCE:
Film Funding, Inc. Las Vegas, NV 2/92 6/98
Started as Associate Producer. Promoted to Vice President and Chief
Operating Officer July 1992. Edited screenplays and numerous
business documents. Attended several inventors
conferences and met with numerous inventors to obtain new
business. Assisted with several business startups.
EG&G Special Projects, Las Vegas, NV 4/86 10/91
Senior Technical Writer Wrote software user's guides and theory of
operation/maintenance manuals for radar and computer hardware using
WPS/PLUSVMS AND WordPerfect 5.0 for DEC's VMS. Edited proposals
and reports using Word 5.2 on IBM PCcompatible. Compiled cable
and wire listings using Lotus 123. Developed engineering and
publications document format standards. TS/SBI security clearance.
HewlettPackard Company, Cupertino, CA 10/84 7/85, 12/85 3/86
Technical Writing Consultant Wrote functional circuit theory for
Operator Interface unit and Vehicle Interface Unit maintenance
manuals. Came back to write software user's manuals and other
miscellaneous documents.
Amdahl Corporations, Sunnyvale, CA 9/83 4/84
Senior Technical Writer Wrote power distribution system theory of
operation manual for the largescale Amdahl 580 mainframe computer.
Used a 3270 terminal, SCRIFFW editor and EDGAR formatter.
Timex Corporation, Cupertino, CA 1/83 8/83
Senior Technical Writer Cleaned up specifications and
schematics. Using a Wang word processor, wrote part of internal
hardware manual on Timex 2000 computer. (Not completed due to
facility move to Connecticut.)
Mohawk Data Sciences, Los Gatos, CA 9/82 11/82
Senior Technical Writer Technical consultant for circuit
descriptions of microprocessorbased telecommunications products. Used
CPMbased text editor.
Ampex Corporation, Redwood City, CA 10/79 5/81
Senior Technical Writer Principal author of theory of operation for
commercial broadcast color television camera (most complicated
TV camera sold). Wrote video signal generating, video signal
processing, auto centering, power supply, controls, etc. Revised
operator's manual and maintenance procedures.
Ramtek Corporation, Sunnyvale, CA 1/79 3/79
Senior Technical Writer Wrote manual for Interdata CPU/graphic
display interface. Incorporated changes to other manuals. Verbatim
Corporation, Sunnyvale, CA 9/78 1/79
Senior Technical Writer Wrote manual for flexible diskette
certifier with magnetic recording, op amp, and microprocessor
theory.
Ampex Corporation, Redwood City, CA 10/77 1/78
Senior Technical Writer Revised tape transport manual to
military specifications.
Amcomp, Sunnyvale, CA 9/79 5/77
Senior Technical Writer Wrote field service notes for tape and disk
drives. Wrote manual for disk drive test unit.
Moore Systems, Sunnyvale, CA 11/75 6/76
Associate Engineer Documented supervisory control and data
acquisition systems. Wrote manual for pulse output unit.
Ford Aerospace Corporation, Palo Alto, CA 10/75 11/75
Senior Publications Engineer Wrote computer channel interface theory
to military specifications.
Control Data Corporation, Sunnyvale, CA 2/68 10/74
Engineer Writer Wrote manuals for hybrid analog/digital
computer linkages, peripheral controllers, dual extended core
storage controllers, I/O channel interfaces and switches,
mainframe modifications, etc. Costestimated and scheduled
manuals. Trained new hardware writers. Developed format changes and
new special hardware manual standard. Demonstrated ability to detect
logic design errors. Found numerous errors in three projects and
detected an error in three others which had escaped complete
checkout. One such error required replacing 12 printedcircuit cards.
Timothy J. Zelenka; Secretary/Treasurer
Timothy J. Zelenka, age 42, is Secretary/Treasurer and a Director of
the Company. The highlights of his career includes stints as an
independent Webmaster contractor for various financial services
companies. He also has been a project manager for cellular
telephone construction and a computer specialist for inventory
control for an offprice wholesaler of designer clothing.
Wireless Internet Services, Inc., Las Vegas, NV, 2/99 Present
Technical representative, web designer
Business Concepts, Inc., Las Vegas, NV, 8/97 2/99
Web master
Self Employed, Las Vegas, NV, 1/97 7/97
Web page designer
Nassiri, Inc., Las Vegas, NV, 8/95 12/96
Inventory Specialist
CommCon, aka North American Tower Service, Matthews, NC, 2/95 8/95
Project manager trainee
EDUCATION
Pennsylvania State University, Landscape Architecture and
Hotel/Restaurant Management.
At this time, Gary C. Vesperman intends on spending approximately forty
(40%) percent of each work week attending to the affairs of the Company
and engaging in Company matters. Additionally and at this time, Mr.
Timothy Zelenka intends on spending approximately ten (10%) percent of
each work week attending to the affairs of the Company and engaging in
Company matters.
ITEM 6. EXECUTIVE COMPENSATION
No compensation of directors or executive officers has been paid by the
Company to date. The officers and directors of the Company are
reimbursed for outofpocket expenses incurred on the Company's behalf.
Beginning January 1, 2000, Mr. Vesperman, as an employee of the
Company, will be compensated in the amount of Two Thousand Five Hundred
($2,500.00) Dollars per month; and, also beginning January 1, 2000, Mr.
Zelenka, as an employee of the Company, will be compensated in the
amount of Five Hundred ($500.00) Dollars per month.
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
As aforesaid, the Company neither owns nor leases any real property.
Office services are provided without charge by
Gary C. Vesperman, the President and Director of the Company.
The Company=s principal place of business is comprised of 250 square
feet of operating space located at 3123 Trueno Road, Henderson, Nevada,
89014. As aforesaid, these accommodations are currently being provided
to the Company, without charge, by Gary C. Vesperman.
In addition, Messrs. Vesperman and Zelenka are providing their services
without charge to the Company until December 31, 1999. Beginning
January 1, 2000, the Company intends to compensate Messrs. Vesperman
and Zelenka as follows:
Mr. Vesperman, as an employee of the Company, will be compensated
in the amount of Two Thousand Five Hundred ($2,500.00) Dollars per
month; and
Mr. Zelenka, as an employee of the Company, will be compensated in
the amount of Five Hundred ($500.00) Dollars per month.
At this time, there are no additional relationships or related
transactions to be reported.
ITEM 8. LEGAL PROCEEDINGS
The Company is not a party to any material pending legal
proceedings and, to the best of its knowledge, no such action by or
against the Company has been threatened.
ITEM 9. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
The Company's common stock is not listed for trading at this time.
There are 37 record owners of the Company's stock. The Company has
never paid a cash dividend and has no present intention of doing
so in the foreseeable future.
On September 22, 1998, the Company filed a 15c211 with the National
Association of Securities Dealers, Inc., in order for the Company to be
listed on the OverTheCounter Bulletin Board.
On January 14, 1999, the National Association of Securities Dealers,
Inc., sent notice to the Company that in order to be listed on the
OverTheCounter Bulletin Board, the Company had to comply with NASD
Rules 6530 and 6540. The Company's compliance with such Rules is a
work in progress and is expected to be completed shortly.
ITEM 10. RECENT SALES OF UNREGISTERED SECURITIES.
The following sales of unregistered Company Securities (Common Stock),
were issued in accordance with certain exemptions from registration
made available by the Federal Securities Laws. The exemption or
exemptions utilized and relied upon by the Company in its offer and/or
sale of certain unregistered Company Securities are provided by the
Securities Act of 1933, as amended and as promulgated by the United
States Securities and Exchange Commission (hereinafter "the Act"), and
contained in sections 3(b) and/or 4(2) thereof. In addition, certain
other exemptions from registration provided in Subsection 11 of Section
90.530 of the Nevada Revised Statutes pertaining to the offer and/or
sale of unregistered Securities was relied upon by the Company.
On Oct. 18, 1986, Gary C. Vesperman, President and Founder,
received 6,000 shares of Common Stock for organizational costs.
On January 13, 1998, Mr. Vesperman purchased 94,000
additional shares at $0.06742 per share, or, $6,331.58.
On January 13, 1998, Mr. Zelenka purchased 94,000 additional shares at
$0.06742 per share, or, $6,742.11.
On July 7, 1998, the Company completed its offering of 600,000
shares of common stock which was made pursuant to Rule 504 of
Regulation D. The company sold stock to 28 individuals, and
received gross proceeds of $30,000.
In addition, on or about February 21, 1998, Mr. Vesperman gifted a
total of 700 shares to his sister, nephews, and nieces. He retains
no voting control over those shares. All such sales or transfers
were made in reliance upon the exemption from registration
provided by Section 4 of the Securities Act of 1933 as amended.
ITEM 11. DESCRIPTION OF SECURITIES.
Common Stock
The Company's Articles of Incorporation authorizes the issuance of
50,000,000 shares of Common Stock, of which 800,000 are issued and
outstanding. The shares are nonassessable, without preemptive
rights, and do not carry cumulative voting rights. Holders of
common shares are entitled to one vote for each share on all matters
to be voted on by the stockholders. The shares are fully paid,
nonassessable, without preemptive rights, and do not carry
cumulative voting rights. Holders of common shares are entitled to
share ratably in dividends, if any, as may be declared by the
Company from timetotime, from funds legally available. In the event of
a liquidation, dissolution, or winding up of the Company, the
holders of shares of common stock are entitled to share on a prorata
basis all assets remaining after payment in full of all liabilities.
Shares Eligible for Future Sale
Of the issued and outstanding shares, 200,000 are subject to
resale restrictions and, unless registered under the Securities Act
of 1933 (the "Act") or exempted under another provision of the Act,
will be ineligible for sale in the public market. Sales may be made
after two years from their acquisition in accordance with Rule 144
promulgated under the Act.
In general, Rule 144 permits a person (or persons whose shares are
aggregated) who has beneficially owned shares that were acquired
privately (either directly from the Company or from an
Affiliate of the Company) for at least one year, or who is an
Affiliate of the Company, to sell within any threemonth period, a
number of such shares that does not exceed the greater of 1% of the
then outstanding shares of the Company's Common Stock
(approximately 8,000 as of the date of this statement) or the average
weekly trading volume in the Company's common stock during the
four calendar weeks immediately preceding such sale. Sales under Rule
144 are also subject to certain manner of sale provisions, notice
requirements, and the availability of current public information about
the Company. A person (or persons whose shares are aggregated) who
is not deemed to have been an Affiliate at any time during the 90
days preceding a sale, and who has beneficially owned shares for at
least two years, is entitled to sell all such shares under Rule 144
without regard to the volume limitations, current public information
requirements, manner of sale provisions, or notice requirements.
Sales of substantial amounts of the Common Stock of the Company in
the public market could affect prevailing market prices adversely.
ITEM 12. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company and its affiliates may not be liable to its
shareholders for errors in judgment or other acts, or omissions not
amounting to intentional misconduct, fraud or a knowing violation
of the law, since provisions have been made in the Articles of
incorporation and Bylaws limiting such liability. The Articles of
Incorporation and Bylaws also provide for indemnification of the
officers and directors of the Company in most cases for any
liability suffered by them or arising from their activities as
officers and directors of the Company if they were not engaged in
intentional misconduct, fraud or a knowing violation of the law.
Therefore, purchasers of these securities may have a more limited
right of action than they would have except for this limitation in
the Articles of Incorporation and Bylaws.
The officers and directors of the Company are accountable to the
Company as fiduciaries, which means such officers and directors are
required to exercise good faith and integrity in handling the Company's
affairs. A shareholder may be able to institute legal action on
behalf of himself and all others similarly stated shareholders to
recover damages where the Company has failed or refused to observe
the law.
Shareholders may, subject to applicable rules of civil procedure, be
able to bring a class action or derivative suit to enforce their
rights, including rights under certain federal and state securities
laws and regulations. Shareholders who have suffered losses in
connection with the purchase or sale of their interest in the Company
in connection with such sale or purchase, including the
misapplication by any such officer or director of the proceeds from
the sale of these securities, may be able to recover such losses from
the Company.
ITEM 13. FINANCIAL STATEMENTS.
The financial statements and supplemental data required by this Item
13 follow the index of financial statements appearing at Item 15 of
this Form 10SB.
ITEM 14. CHANGES IN AND DISAGREEMENTS WITH
ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
The Company's previous auditor was Bradford & Bradford P.C., CPA. The
Company decided to use Kurt D. Saliger, CPA, to conduct its most
recent audit. This change was made merely for the
convenience of the Company, and there was no disagreement with
Bradford & Bradford that led the Company to make this change.
ITEM 15. FINANCIAL STATEMENTS AND EXHIBITS.
FINANCIAL STATEMENTS
Report of Independent Auditors, Bradford & Bradford, P.C. dated
January 13, 1998, and Kurt D. Saliger, C.P.A, dated July 7, 1998,
December 31, 1998, and July 13, 1999.
Balance Sheet as of January 13, 1998, July 7, 1998, December 31,
1998, and June 30, 1999.
Statement of Operation for the year ended 1996, 1997, and 1998.
Statement of Operations from January 1, 1999, through June 30, 1999.
Statement of Stockholders' Equity for the year ended 1996, 1997 and
1998. Statement of Stockholders' Equity from January 1, 1999, through
June 30, 1999.
Statement of Cash Flows for the years ended 1996, 1997 and 1998.
Statement of Cash Flows from January 1, 1999, through June 30, 1999.
Notes to Financial Statements
Agreement between Hiking Adventures, Inc., and Business Concepts, Inc.,
dated June 10, 1999.
Plan of Operation for Fiscal Year Beginning July 1, 1999, through June
30, 2000.
<PAGE>
Kurt D. Saliger, C.P.A.
Certified Public Acountant
5000 West Oakey
Suite 1-A
Las Vegas, Nevada 89146
INDEPENDENT AUDITOR'S REPORT
Board of Directors
Hiking Adventures, Inc.
Las Vegas, Nevada
I have audited the accompanying balance sheet of Hiking
Adventures, Inc. (a development stage company), as of June 30, 1999;
and the related statement of operations, stockholders' equity and
cash flows for the period ended June 30, 1999. These financial
statements are the responsibility of the Company's management. My
responsibility is to express an opinion on these financial statements
based on my audit.
I conducted my audit in accordance with generally accepted
auditing standards. Those standards require that I plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the
overall financial statement presentation. I believe that my audit
provides a reasonable basis for my opinion.
In my opinion, the financial statements referred to above
present fairly, in all material respects, the financial position of
Hiking Adventures, Inc. at June 30, 1999; and the results of their
operations and their cash flows for the period ended June 30, 1999
in conformity with generally accepted accounting principles.
The accompanying financial statements have been prepared
assuming the Company will continue as a going concern. As
discussed in Note 3 to the financial statements, the Company has had
no operations and has no established source of revenue. This raises
substantial doubt about its ability to continue as a going concern.
Management's plan in regard to these matters are also described in
Note 3. The financial statements do not include any adjustments that
might result from the outcome of this
uncertainty.
/s/ Kurt D. Saliger, C.P.A..
Kurt D. Saliger
<PAGE>
HIKING ADVENTURES, INC.
(A Development Stage Company)
BALANCE SHEET JUNE 30, 1999
ASSETS
CURRENT ASSETS
$40,785
Cash
0
Accounts Receivable
TOTAL CURRENT ASSETS
$40,785
PROPERTY AND EQUIPMENT, NET $
1,200
ORGANIZATION COSTS, NET $
186
TOTAL
ASSETS
$42,171
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts
Payable
$ 3,550 Deferred Income $15,000
TOTAL CURRENT LIABILITIES $18,550
STOCKHOLDERS' EQUITY
Common Stock, $.001 par value
authorized 50,000,000 shares; issued
and outstanding at
June 30, 1999800,000 shares
$ 800
Additional Paid In Capital
$44,192
Deficit Accumulated During
Development Stage ($21,371)
TOTAL STOCKHOLDERS' EQUITY $23,621
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY
$42,171
See accompanying notes to financial
statements.
<PAGE>
HIKING ADVENTURES, INC.
A Development Stage Company
STATEMENT OF OPERATIONS
January 1, 1999 October 7, 1996
to
(Inception)
June 30, 1999 To
June 30, 1999
INCOME
Revenue $0
$16,888
-----
--- _______
TOTAL INCOME $0
$16,888
EXPENSES
General and
Administrative
$4,847
$37,728
Amortization & Depreciation $
192 $ 531
______ _______
TOTAL EXPENSES
$5,039
$38,259
NET PROFIT (LOSS)
($5,039) ($21,371)
NET PROFIT (LOSS)
PER SHARE
($0.0063) ($0.0267)
AVERAGE NUMBER OF
SHARES OF COMMON
STOCK OUTSTANDING
800,000
800,000
See accompanying notes to financial statements.
<PAGE>
-3
HIKING ADVENTURES, INC.
A Development Stage
Company STATEMENT OF CHANGES IN
STOCKHOLDERS' EQUITY
June 30, 1999
Common Stock
(Deficit)
Accumulated
Number
Additional
During
of Paid
In
Development
Shares Amount Capital
Stage
October 18, 1996
issued for cash (Note 2) 6,000 $6 $
407
Net Income, 10-18-96
(inception) to 12-31-96 _____
_ _______
_______
___($21)_____
Balance, Dec. 31, 1996
6,000
$6
$ 407
($21)
Net (Loss), 12-31-97 _______
________
_______
___($84)_____
Balance, Dec. 31, 1997
6,000
$6
$ 407
($105)
January 13, 1998
Issued For Cash (Note 2) 194,000 $194 $12,885
July 7, 1998
Issued For Cash (Note 2) 600,000 $600 $29,400
July 7, 1998
Computer Issued
To Company
$ 1,500
Net (Loss), 12-31-98
($16,227)
Net (Loss), 06-30-99
_______ _______
_______
__($5,039___
Balance June 30, 1999 800,0
00 $800
$44,192
($21,371)
See accompanying notes to financial statements.
<PAGE>
HIKING ADVENTURES, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
January 1, 1999
October 7, 1996
To (Inception)
June 30, 1999
June 30, 1999
CASH FLOWS FROM
FROM OPERATING ACTIVITIES
Net Income (Loss)
($5,039)
$21,371)
Amortization & depreciation
$ 190
$ 527
Accounts Receivable Decrease $
0
$ 0
Accounts Payable increase
$ 3,550
$ 3,550
Deferred Income increase
$15,000
$15,000
CASH FLOWS FROM
FROM OPERATING ACTIVITIES
$13,701
($ 2,294)
Issue Common Stock
$ 0
$43,079
Additional Paid in Capital $
0
$ 0
Net Increase
(Decrease) in Cash
$13,701
$40,785
Cash
Beginning of Period
$27,084
$ 0
_______
________
Cash
June 30, 1999
$40,785
$40,785
See accompanying notes to financial statements.
<PAGE>
HIKING ADVENTURES, INC.
A Development
Stage
Company
NOTES TO
FINANCIAL
STATEME
NTS
June 30,
1999
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES
The Company was organized October 7, 1996 under
the corporate laws of the State of Nevada, as
Hiking Adventures, Inc. (the "Company"). The
Company is primarily a development stage company in
accordance with SFAS V. and has no operations. The
Company is in the business of publishing and
marketing a collection of hiking trail guides.
The Company also plans to research the
feasibility and marketing appeal of
electronically providing hiking information services
to hikers.
On July 7, 1998, the Company successfully completed
an offering of its common stock under Regulation
D, Rule 504 of the Securities Act of 1933 for
600,000 common shares of stock at $0.001 per share
for $30,000.
The Company has not determined its accounting
policies and procedures, except as follows:
1. The Company uses the accrual method of accounting.
2. Net loss per share is provided in accordance
with Statement
of Financial Accounting Standards No. 128
(SPAS No. 128) "Earnings Per Share". Basic
loss per share is computed by dividing losses
available to common stockholders by the
weighted average number of common shares
outstanding during the period. Diluted loss
per share reflects per share amounts that
would have resulted if dilutive common stock
equivalents had been converted to common
stock. No stock options were available or
granted during the periods presented.
Accordingly, basic and diluted loss per share
are the same for all periods presented.
3. Organization costs of $415 are being amortized
over a period
of sixty (60) months commencing October 18,
1996.
4. The Company has not yet adopted any policy
regarding payment
of dividends. No dividends have been paid since
inception.
<PAGE>
HIKING ADVENTURES, INC.
A Development
Stage Company
NOTES TO
FINANCIAL
STATEMENTS
June 30,
1999
NOTE 2 - WARRANTS AND OPTIONS
There are no warrants or options outstanding to
acquire any additional shares of common stock.
NOTE 3 - GOING CONCERN
The Company's financial statements are prepared using
the
generally accepted accounting principles applicable
to a going concern, which contemplates the
realization of assets and liquidation of liabilities
in the normal course of business. However, the
Company has no current source of revenue. Without
realization of additional capital, it would be
unlikely for the Company to continue as a going
concern. Please see the deferred income footnote #5.
NOTE 4 - RELATED PARTY TRANSACTION
The Company neither owns or leases any real
property. Office services are provided without charge
by a director. Such costs are immaterial to the
financial statements and, accordingly have not been
reflected therein. The officers and directors of the
Company are involved in other business activities,
and may, in the future, become active in other
business activities. If a specific business
opportunity becomes available, such persons may face
a conflict in selecting between the Company and their
own business interests. The Company has not
formulated a policy for the resolution of such
conflicts.
NOTE 5 - DEFERRED INCOME
The Company has entered into an agreement with
Business Concepts, Inc. to sell them over 60,000
hiking guide books over the next (30) thirty months.
On June 30, 1999 Business Concepts, Inc. paid an
initial payment of $15,000 to be applied to a future
shipment of hiking guide books expected to be
published around August 1, 1999. The total
value of the business agreement in
total sales should approximate $177,000 for the
60,000 guide books. The initial $15,000 payment is
classified as deferred income on the financial
statements.
SIGNATURES
Pursuant to the requirements of Section 12 of the
Securities Exchange Act of 1934, the Registrant
has duly caused this registration statement to
be signed on its behalf by the undersigned,
thereunto duly authorized.
Hiking Adventures,
Inc.
By:____________________
Gary C.
Vesperman
HIKING ADVENTURES, INC.
PLAN OF OPERATIONS
For Fiscal Year beginning July 1, 1999 and ending June 30, 2000.
Results of Operation
The Company's Results of Operations prior to July 1999 are
reflected in the accompanying Independent Auditor's Report.
Liquidity and Capital Resources
As of March 31, 1999, the Company's current assets were $27,291
and its current liabilities were $0.00. The current assets
exceeded current liabilities by $27,291. As of August 1999, the
first delivery of hiking guides under an Agreement dated June 10,
1999 attached as reference as Exhibit 10, the Company will be
considered a going concern. A going concern, by its terms,
contemplates the realization of assets and liquidation of
liabilities in the normal course of business.
Total assets are expected to significantly increase as a result
of an Agreement, dated June 10, 1999, to $121,825.80 over the
base contract period July 1999 through June 2000. (This asset
projection includes no assumptions based on other potential
operations considered by the company). Total liabilities are
expected to remain at $0.00.
Stockholders' equity (deficit) of ($17,701) accumulated during
development stage should not increase over the next twelve (12)
months. To increase its capital position and begin operations,
the Company entered into a contract ("Agreement") with Business
Concepts, Inc., a Nevada Corporation, dated June 10, 1999. (See
Exhibit 10).
A significant, albeit estimated, commitment for the Company
during the next twelve (12) months will be the publishing and
delivery of 20,000 hiking guides. Other significant commitments
for the Company will be to establish a Company web-site on the
Internet providing information services and guides to hikers.
From the date of this registration statement through the twelve
(12) months ending June 30, 2000, management believes that the
Company can satisfy its cash requirements.
Management does not anticipate any purchases or sales of plant
and/or significant equipment, nor does management expect any
significant changes in the number of its employees.
There are currently no required allocations for compliance with
environmental regulations.
EMPLOYEES
The Company currently employs two people. The Company's President
devotes 40% of his time to Company affairs and the Company's
Secretary/Treasurer devotes 10% of his time to further the
Company's objectives and business plan.
MANAGEMENT'S PLAN OF OPERATION
The Company's plan of operation for the next three years is to
expand operations, subject to availability of capital, by
printing 11 additional hiking guides covering the West Coast and
expanding subscriber participation via the Internet. To
accomplish this objective the Company intends to retain the
services of seasoned Internet business professionals, including
web-page designers. With current Internet usage statistics along
with the growth associated therewith, the Company believes that
it will be provided with an avenue for expansion into markets
that the Company's capitalization would not have allowed them to
previously reach absent Internet technology. The Company believes
that through such a means, expansion without debt service may be
possible.
The Company is in the process of expanding by initiating
development of its web-page, which is expected to be placed on
all major Internet search engines. This will allow the Company's
target market access to a web-site that provides information and
hiking guides for many regional recreational areas.
The Company plans on acquiring, subject to availability of
capital, new computer equipment which should streamline,
accelerate and increase the capacity for marketing hiking guides
and associated editorial matter regarding many vacation markets
to hikers around the globe.
THE COMPANY
The proposed business of the Company is to provide hiking guides.
From inception through the date of the Agreement, the Company
conducted no business other than organizational activities.
As of January 13, 1998, the Officers had each purchased 100,000
shares of common stock for a total consideration of $13,494. The
Company on that date had 200,000 issued and outstanding shares.
On July 6, 1998, the Company completed a Regulation D 504
offering for $30,000 (600,00 shares). Accordingly, the total
issued and outstanding shares rose to 800,000.
On April 8, 1999, the Company filed Registration Statement on
Form 10-SB.
On June 10, 1999, the Company entered into an Agreement with
Business Concepts Incorporated, a Nevada Corporation. On June 30,
1999, Business Concepts, Inc., made an initial payment of $15,000
to be applied to a future shipment of hiking guides expected to
be published on or about August 1, 1999. (See Note 5 - Audited
Financial Statements.) The essential terms of the Agreement are
contained in Exhibit 10.
MILESTONES
The Company is currently in the development stage and expects to
reach milestones more fully set forth below. The Company
currently has a contract to deliver the three distinct guides.
COMPLETION
Complete first guide, print, and deliver August 1, 1999
Begin Online Sales (web-site) August 1, 1999
Complete second guide, print, and deliver October 1, 1999
Complete third guide, print, and deliver December 1, 1999
Begin Compensation plan for officers
and acquire offices other than
currently provided by President January 1, 2000
In the event that the Company is unable to achieve the certain
milestones and fulfill the Agreement dated June 10, 1999, the
Company could suffer severe cash flow problems and may cease at
that point to be a viable commercial entity.
WORKING CAPITAL REQUIREMENTS
The Company does not anticipate having any cash flow or liquidity
problems over the fiscal period covered by the Agreement dated
June 10, 1999.
The Company is not in default or in breach of any note, loan,
lease or other indebtedness or financing arrangement requiring
the Company to make payments. There are no trade payables. The
Company is not subject to any unsatisfied judgments, liens or
settlement obligations.
The following table sets forth selected audited financial
information with respect to the Company for the period ending
June 30, 1999. The data is derived from financial statements
prepared in accordance with GAAP.
BALANCE SHEET
ASSETS:
CURRENT ASSETS:
Cash $25,809
Accounts Receivable $0
TOTAL CURRENT ASSETS 25,809
PROPERTY AND EQUIPMENT, NET 1,275
ORGANIZATION COSTS, NET $207
TOTAL ASSETS $27,291
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Account Payable $0
TOTAL CURRENT LIABILITIES $0
STOCKHOLDERS' EQUITY:
Common stock, par value, $0.001 authorized
50,000,000 shares issued and outstanding
at June 30, 1999 800,000 shares $800
Additional paid in Capital $44,192
Deficit Accumulated During Development Stage($17,701)
TOTAL STOCKHOLDERS EQUITY $27,291
TOTAL LIABILITIES AND STOCKHOLDERS= EQUITY $27,291
RISK FACTORS FORESEEN BY MANAGEMENT
A SUCCESS OF BUSINESS - The Company may not be successful in its
effort to further its business. Even if the Company were to
successfully meet the goals set forth in its business plan,
such goals may not be achieved within the time frames set
forth. The limited extent of the Company's assets and the
Company's stage of development as well as the Company's
limited operating history make it subject to the risks
associated with start-up companies.
B MANAGEMENT - The Company's present management structure,
although adequate for the early stage of its operations, will
likely require significant augmentation as operations commence
and expand. The Company's ability to recruit and retain
capable and effective individuals is unknown, although there
appear to be many such people within the industry worldwide.
C COMPETITION - The Company intends to enter into markets, which
are relatively new and are, therefore, difficult to predict in
terms of the level of demand for the Company's product and
services. In addition, such markets are or likely will be
subject to intense competition from both private and public
businesses nationally and/or around the world, many of whom
have greater financial and technical resources than the
Company. Such competition as well as any future competition
may adversely affect the Company's success in the marketplace.
There can be no assurance that the Company will be able to
successfully compete in such a highly competitive marketplace.
D FINANCIAL ASSUMPTIONS - The Company will rely on internally
prepared forecasted financial statements, which are predicated
on certain assumptions, including assumptions of revenue and
expense and the occurrence of certain future events, which in
turn were based on management's considered assessment of
prevailing conditions and management's best estimates of
future events. Should, for example the Company's actual costs
exceed the assumed levels, then the impact on the Company's
projected profits would be adverse. In the final analysis,
any return to an investor in the Company will in large part be
determined by management's ability to execute the Company's
plan as projected, and there can be no assurances of success
provided.
E PUBLIC MARKET - There is not now, and there may never be, a
public market of any kind for the securities issued by the
Company. There is no assurance that the price of the
Company's shares in any market, which may develop will be
greater than the offering price. As a result of these
factors, holders of the Company's Common Stock may not be able
to liquidate their investment.
F PENNY STOCK B The Company's securities may be deemed a "penny
stock" as defined by Rule 3a51-1 of the Securities and
Exchange Act of 1934, as amended. Such as designation could
have a material adverse effect on the development of the
public market for shares of the Company's common stock or, if
such a market develops, its continuation, since broker-dealers
are required to personally determine whether an investment in
any security is suitable for customers prior to any
solicitation of any offer to purchase these securities.
Compliance with procedures relating to sale by broker-dealers
of "penny stocks" may make it more difficult for purchasers of
the Company's common stock to resell their shares to third
parties or to otherwise dispose of such shares.
G ABILITY TO RAISE ADDITIONAL CAPITAL - The Company at this time
does not anticipate the necessity for any additional capital,
but if additional funds for expansion and/or growth are not
available, the investors may lose their entire investment.
Additional financing may come in the form of securities
offerings or from bank financing. If additional shares are
issued to raise capital, existing shareholders will suffer a
dilution of their stock ownership in the Company, however, the
book value of their shares should not be diluted, provided
additional shares are sold at a price greater then that paid
by the shareholder.
H POTENTIAL CONFLICTS OF INTEREST - There are various
interrelationships between the officers and directors of the
company, which create conflicts of interest that might be
detrimental to the Company. The officers and directors will
not be able to devote full time to the affairs of the company
as each has other business interests to which they devote some
of their time.
I NO FORESEEABLE DIVIDENDS - The Company does not anticipate
paying any dividends on its Common Stock in the foreseeable
future.
J INTELLECTUAL PROPERTY - The Company does not have any patents
for its technology and there can be no assurance that the
Company will be able to protect its proprietary rights from
use by its competitors. The commercial success of the Company
may also depend upon its products and services not infringing
any intellectual property rights of others and upon no such
claims of infringement being made.
K CURRENT TECHNOLOGY - The technology necessary to create a
service such as the one the Company will be offering exists
today and is readily accessible, therefore, there is an ease
of entry and exit for would-be competitors.
L Internet - Use of the Internet by consumers is at a very early
stage of development, and market acceptance of the Internet as
a medium is subject to a high level of uncertainty. The
company expects to experience significant fluctuations in
operating results in future periods due to a variety of
factors, including, but not limited to, (i) market acceptance
of the Internet as a medium for consumers, (ii) the Company's
ability to create and deliver Internet content in order to
attract users to its web-sites to purchase its product and/or
services, and to attract advertisers to it web-sites, (iii)
there can be no assurance that the Company's content will be
attractive to a sufficient number of users to generate
significant revenues, (iv) intense competition from other
providers of related content over the Internet, (v) delays or
errors in the Company's ability to effect electronic commerce
transactions, (vi) the Company's ability to upgrade and
develop its systems and infrastructure in a timely and
effective manner (vii) technical difficulties, system downtime
or Internet brownouts, (viii) the Company's ability to attract
customers at a steady rate and maintain customer satisfaction,
(ix) seasonality of the industry, (x) seasonality of
advertising sales, (xi) Company promotions and sales programs,
(xii) the amount and timing of operating costs and capital
expenditures relating to expansion of the Company's business,
operations and infrastructure and the implementation of
marketing programs, key agreements and strategic alliances,
(xiii) the level of returns experienced by the Company; and
(xiv) general economic conditions and economic conditions
specific to the Internet.
Note: In addition to the above risks, businesses are often
subject to risks not foreseen or fully appreciated by management.
In reviewing this filing, potential investors should keep in mind
other possible risks that could be important.
ARTICLES OF INCORPORATION
of
Hiking Adventures, Inc.
Know all men by these present;
That the undersigned, have this day voluntarily associated
ourselves together for the purpose of forming a corporation under
and pursuant to the provisions of Nevada Revised Statutes 78.010
to Nevada Revised Statues 79.090 inclusive, as amended, and
certify that;
1. The name of this corporation is:
Hiking Adventures, Inc.
2. Offices for the transaction of any business of the
Corporation, and where meetings of the Board of Directors and of
Stockholders may be held, may be established and maintained in
any part of the State of Nevada or in any other state, territory,
or possession of the United States.
3. The nature of the business is to engage in any lawful
activity,
4. The Capital Stock shall consist of 50,000,000 shares of
common stock, $0.001 par value,
5. The members of the governing board of the corporation shall
be styled directors, of which there shall be no less than 1 nor
more than 9. The Directors of this corporation need not be
stockholders. The first Board of Directors is: Gary C. Vesperman
whose address is 3123 Trueno Road, Henderson, NV 89014.
6. This corporation shall have perpetual existence.
7. The name and address of each of the incorporators signing
these Articles of Incorporation are as follows: Gary C. Vesperman
whose address is 3123 Trueno Road, Henderson, NV 89014.
8. This Corporation shall have a president, a secretary, a
treasurer, and a resident agent, to be chosen by the Board of
Directors, any person may hold two or more offices.
9. The resident agent of this Corporation shall be Gary C.
Vesperman 3123 Trueno Road, Las Vegas, NV 89014.
10. The Capital Stock of the corporation, after- the fixed
consideration thereof has been paid or performed, shall not be
subject to assessment, and the individual liable for the debts
and liabilities of the Corporation, and the Articles of
Incorporation shall never be amended as the aforesaid provisions.
11. No director or officer of the corporation shall be
personally liable to the corporation of any of its stockholders
for damages for breach of fiduciary duty as a director or officer
involving any act or omission of any such director or officer
provided however, that the foregoing provision shall not
eliminate or limit the liability of a director or officer for
acts or omissions which involve intentional misconduct, fraud or
a knowing violation of law, or the payment of dividends in
violation of Section 78.300 of the Nevada Revised Statutes. Any
repeal or modification of this Article of the Stockholders of the
Corporation shall be prospective only, and shall not adversely
affect any limitation on the personal liability of a director of
officer of the Corporation for acts or omissions prior to such
repeal or modification.
I, the undersigned, being the incorporator herein above named for
the purpose of forming a corporation pursuant to the general
corporation law of the State of Nevada, do make and file these
Articles of Incorporation, hereby declaring and g that the facts
within stated are true, and accordingly have hereunto set my hand
this 18th day of October, 1996.
By: /s/ Gary C. Vesperman
Gary C. Vesperman
3123 Trueno Road
Las Vegas, NV89014
BY-LAWS
OF
HIKING ADVENTURES, INC.
ARTICLE I
MEETING OF STOCKHOLDERS
SECTION 1. The annual meeting of the stockholders of the Company
shall be held at its office in the City of Henderson, Clark
County, Nevada, at 10:00 o'clock in the Morning on the eighteenth
day of October in each year, if not a legal holiday, and if a
legal holiday, then on the next succeeding day not a legal
holiday, for the purpose of electing directors of the company to
serve during the ensuing year and for the transaction of such
other business as may be brought before the meeting.
Not less than ten and not more than sixty days' written notice
specifying the time and place, when and where, the annual meeting
shall be convened, shall be mailed in a United States Post Office
addressed to each of the stockholders of record at the time of
issuing the notice at his or her, or its address last known, as
the same appears on the books of the company.
SECTION 2. Special meetings of the stockholders may be held at
the office of the company in the State of Nevada , or elsewhere,
whenever called by the President, or by the Board of Directors,
or by vote of, or by an instrument in writing signed by the
holders of 10% of the issued and outstanding capital stock of the
company. At least ten days' written notice of such meeting,
specifying the day and hour and place, when and where such
meeting shall be convened, and objects for calling the same,
shall be mailed in a United States Post Office, addressed to each
of the stockholders of record at the time of issuing the notice,
at his or her or its address last known, as the same appears on
the books of the company.
SECTION 3. If all the stockholders of the company shall waive
notice of a meeting, no notice of such meeting shall be required,
and whenever ail of the stockholders shall meet in person or by
proxy, such meeting shall be valid for all purposes without call
or notice, and at such meeting any corporate action may be taken.
The written certificate of the officer or officers calling any
meeting setting forth the substance of the notice, and the time
and place of the mailing of the same to the several stockholders,
and the respective addresses to which the same were mailed, shall
be prima facie evidence of the manner and fact of the calling and
giving such notice.
If the address of any stockholder does not appear upon the books
of the company, it will be sufficient to address any notice to
such stockholder at the principal office of the corporation.
SECTION 4. All business lawful to be transacted by the
stockholders of the company, may be transacted at any special
meeting or at any adjournment thereof. Only such business,
however, shall be acted upon at special meeting of the
stockholders as shall have been referred to in the notice calling
such meetings, but at any stockholders' meeting at which all of
the outstanding capital stock of the company is represented,
either in person or by proxy, any lawful business may be
transacted, and such meeting shall be valid for all purposes.
SECTION 5. At the stockholders' meetings the holders of fifty-one
percent ( 51 %) in amount of the entire issued and outstanding
capital stock of the company, shall constitute a quorum for all
purposes of such meetings.
If the holders of the amount of stock necessary to constitute a
quorum shall fail to attend, in person or by proxy, at the time
and place fixed by these By-Laws for any annual meeting, or fixed
by a notice as above provided for a special meeting, a majority
in interest of the stockholders present in person or by proxy may
adjourn from time to time without notice other than by
announcement at the meeting, until holders of the amount of stock
requisite to constitute a quorum shall attend. At any such
adjourned meeting at which a quorum shall be present, any
business may be transacted which might have been transacted as
originally called.
SECTION 6. At each meeting of the stockholders every stockholder
shall be entitled to vote in person or by his duly authorized
proxy appointed by instrument in writing subscribed by such
stockholder or by his duly authorized attorney. Each stockholder
shall have one vote for each share of stock standing registered
in his or her or its name on the books of the corporation, ten
days preceding the day of such meeting. The votes for directors,
and upon demand by any stockholder, the votes upon any question
before the meeting, shall be viva voce.
At each meeting of the stockholders, a full, true and complete
list, in alphabetical order, of all the stockholders entitled to
vote at such meeting, and indicating the number of shares held by
each, certified by the Secretary of the Company, shall be
furnished, which list shall be prepared at least ten days before
such meeting, and shall be open to the inspection of the
stockholders, or their agents or proxies, at the place where such
meeting is to be held, and for ten days prior thereto. Only the
persons in whose names shares of stock are registered on the
books of the company for ten days preceding the date of such
meeting, as evidenced by the list of stockholders, shall be
entitled to vote at such meeting. Proxies and powers of Attorney
to vote must be filed with the Secretary of the Company before an
election or a meeting of the stockholders, or they cannot be used
at such election or meeting.
SECTION 7. At each meeting of the stockholders the polls shall be
opened and closed; the proxies and ballots issued, received, and
be taken in charge of, for the purpose of the meeting, and all
questions touching the qualifications of voters and the validity
of proxies, and the acceptance or rejection of votes, shall be
decided by two inspectors. Such inspectors shall be appointed at
the meeting by the presiding officer of the meeting. ,
SECTION 8. At the stockholders' meetings, the regular order of
business shall be as follows:
1. Reading and approval of the Minutes of previous meeting or
meetings;
2. Reports of the Board of Directors, the President, Treasurer
and Secretary of the Company in the order named;
3. Reports of Committee;
4. Election of Directors;
5. Unfinished Business;
6. New Business;
7. Adjournment.
ARTICLE II
DIRECTORS AND THEIR MEETINGS
SECTION 1. The Board of Directors of the Company shall consist of
no less than one person who shall be chosen by the stockholders
annually, at the annual meeting of the Company, and who shall
hold office for one year, and until their successors are elected
and qualify.
SECTION 2. When any vacancy occurs among the Directors by death,
resignation, disqualification or other cause, the stockholders,
at any regular or special meeting, or at any adjourned meeting
thereof, or the remaining Directors, by the affirmative vote of a
majority thereof, shall elect a successor to hold office for the
unexpired portion of the term of the Director whose place shall
have become vacant and until his successor shall have been
elected and shall qualify.
SECTION 3. Meeting of the Directors may be held at the principal
office of the company in the state of Nevada, or elsewhere, at
such place or places as the Board of Directors may, from time to
time, determine.
SECTION 4. Without notice or call, the Board of Directors shall
hold its first annual meeting for the year immediately after the
annual meeting of the stockholders or immediately after the
election of Directors at such annual meeting.
Regular meetings of the Board of Directors shall be held at the
office of the company in the City of Las Vegas, State of Nevada
on 13th of October at 1 0:00 o'clock in the Morning. Notice of
such regular meetings shall be mailed to each Director by the
Secretary at least three days previous to the day fixed for such
meetings, but no regular meeting shall be held void or invalid if
such notice is not given, provided the meeting is held at the
time and place fixed by these By-Laws for holding such regular
meetings.
Special meetings of the Board of Directors may be held on the
call of the President or Secretary on at least three days notice
by mail or telegraph.
Any meeting of the Board, no matter where held, at which all of
the members shall be present, even though without or of which
notice shall have been waived by all absentees, provided a quorum
shall be present, shall be valid for all purposes unless
otherwise indicated in the notice calling the meeting or in the
waiver of notice.
Any and all business may be transacted by any meeting of the
Board of Directors, either regular or special.
SECTION 5. A majority of the Board of Directors in office shall
constitute a quorum for the transaction of business, but if at
any meeting of the Board there be less than a quorum present, a
majority of those present may adjourn from time to time, until a
quorum shall be present, and no notice of such adjournment shall
be required. The Board of Directors may prescribe rules not in
conflict with these By-Laws for the conduct of its business;
provided, however, that in the fixing of salaries of the officers
of the corporation, the unanimous action of all of the Directors
shall be required.
SECTION 6. A Director need not be a stockholder of the
corporation.
SECTION 7. The Directors shall be allowed and paid all necessary
expenses incurred in attending any meeting of the Board, but
shall not receive any compensation for their services as
Directors until such time as the company is able to declare and
pay dividends on its capital stock.
SECTION 8. The Board of Directors shall make a report to the
stockholders at annual meetings of the stockholders of the
condition of the company, and shall, at request, furnish each of
the stockholders with a true copy thereof.
The Board of Directors in its discretion may submit any contract
or act for approval or ratification at any annual meeting of the
stockholders called for the purpose of considering any such
contract or act, which, it approved, or ratified by the vote of
the holders of a majority of the capital stock of the company
represented in person or by proxy at such meeting, provided that
a lawful quorum of stockholders be there represented in person or
by proxy, shall be valid and binding upon the corporation and
upon all the stockholders thereof, as if it had been approved or
ratified by every stockholder of the corporation.
SECTION 9. The Board of Directors shall have the power from time
to time to provide for the management of the offices of the
company in such manner as they see fit, and in particular from
time to time to delegate any of the powers of the Board in the
course of the current business of the company to any standing or
special committee or to any officer or agent and to appoint any
persons to be agents of the company with such powers (including
the power to subdelegate), and upon such terms as may be deemed
fit.
SECTION 10. The Board of Directors is vested with the complete
and unrestrained authority in the management of all the affairs
of the company, and is authorized to exercise for such purpose as
the General Agent of the Company, its entire corporate authority.
SECTION 11. The regular order of business at meetings of the
Board of Directors shall be as follows:
1. Reading and approval of the minutes of any previous meeting
or meetings;
2. Reports of officers and committeemen;
3. Election of officers;
4. Unfinished business;
5. New business;
6. Adjournment.
ARTICLE III
OFFICERS AND THEIR DUTIES
SECTION 1. The Board of Directors, at its first and after each
meeting after the annual meeting of stockholders, shall elect a
President, a Vice-President, a Secretary and a Treasurer, to hold
office for one year next coming, and until their successors are
elected and qualify. The offices of the Secretary and Treasurer
may be held by one person.
Any vacancy in any of said offices may be filled by the Board of
Directors.
The Board of Directors may from time to time, by resolution,
appoint such additional Vice Presidents and additional Assistant
Secretaries, Assistant Treasurer and Transfer Agents of the
company as it may deem advisable; prescribe their duties, and fix
their compensation, and all such appointed officers shall be
subject to removal at any time by the Board of Directors. All
officers, agents, and factors of the company shall be chosen and
appointed in such manner and shall hold their office for such
terms as the Board of Directors may by resolution prescribe.
SECTION 2. The President shall be the executive officer of the
company and shall have the supervision and, subject to the
control of the Board of Directors, the direction of the Company's
affairs, with full power to execute all resolutions and orders of
the Board of Directors not especially entrusted to some other
officer of the company. He shall be a member of the Executive
Committee, and the Chairman thereof; he shall preside at all
meetings of the Board of Directors, and at all meetings of the
stockholders, and shall sign the Certificates of Stock issued by
the company, and shall perform such other duties as shall be
prescribed by the Board of Directors.
SECTION 3. The Vice-President shall be vested with all the powers
and perform all the duties of the President in his absence or
inability to act, including the signing of the Certificates of
Stock issued by the company, and he shall so perform such other
duties as shall be prescribed by the Board of Directors.
SECTION 4. The Treasurer shall have the custody of all the funds
and securities of the company. When necessary or proper he shall
endorse on behalf of the company for collection checks, notes,
and other obligations; he shall deposit all monies to the credit
of the company in such bank or banks or other depository as the
Board of Directors may designate; he shall sign all receipts and
vouchers for payments made by the company, except as herein
otherwise provided. He shall sign with the President all bills
of exchange and promissory notes of the company; he shall also
have the care and custody of the stocks, bonds, certificates,
vouchers, evidence of debts, securities, and such other property
belonging to the company as the Board of Directors shall
designate; he shall sign all papers required by law or by those '
By-Laws or the Board of Directors to be signed by the Treasurer.
Whenever required by the Board of Directors, he shall render a
statement of his cash account; he shall enter regularly in the
books of the company to be' kept by him for the purpose, full and
accurate accounts of all monies received and paid by him on
account of the company. He shall at all reasonable times exhibit
the books of account to any Directors of the company during
business hours, and he shall perform all acts incident to the
position of Treasurer subject to the control of the Board of
Directors.
The Treasurer shall, if required by the Board of Directors, give
bond to the company conditioned for the faithful performance of
all his duties as Treasurer in such sum, and with such surety as
shall be approved by the Board of Directors, with expense of such
bond to be borne by the company.
SECTION 5. The Board of Directors may appoint an Assistant
Treasurer who shall have such powers and perform such duties as
may be prescribed for him by the Treasurer of the company or by
the Board of Directors, and the Board of Directors shall require
the Assistant Treasurer to give a bond to the company in such sum
and with such security as it shall approve, as conditioned for
the faithful performance of his duties as Assistant Treasurer,
the expense of such bond to be borne by the company.
SECTION 6. The Secretary shall keep the Minutes of all meetings
of the Board of Directors and the Minutes of all meetings of the
stockholders and of the Executive Committee in books provided for
that purpose. He shall attend to the giving and serving of all
notices of the company; he may sign with the President or Vice-
President, in the name of the Company, all contracts authorized
by the Board of Directors or Executive Committee; he shall affix
the corporate seal of the company thereto when so authorized by
the Board of Directors or Executive Committee; he shall have the
custody of the corporate seal of the company; he shall affix the
corporate seal to all certificates of stock duly issued by the
company; he shall have charge of Stock Certificate Books,
Transfer books and Stock Ledgers, and such other books and papers
as the Board of Directors or the Executive Committee may direct,
all of which shall at all -reasonable times be open to the
examination of any Director upon application at the office of the
company during business hours, and he shall, in general, perform
all duties incident to the office of Secretary.
SECTION 7. The Board of Directors may appoint an Assistant
Secretary who shall have such powers and perform such duties as
may be prescribed for him by the Secretary of the company or by
the Board of Directors.
SECTION 8. Unless otherwise ordered by the Board of Directors,
the President shall have full power and authority in behalf of
the company to attend and to act and to vote at any meetings of
the stockholders of any corporation in which the company may hold
stock, and at any such 'meetings, shall possess and may exercise
any and all rights and powers incident to the ownership of such
stock, and which as the new owner thereof, the company might have
possessed and exercised if present. The Board of Directors, by
resolution, from time to time, may confer like powers on any
person or persons in place of the President to represent the
company for the purposes in this section mentioned.
ARTICLE IV
CAPITAL STOCK
SECTION 1. The capital stock of the company shall be issued in
such manner and at such times and upon such conditions as shall
be prescribed by the Board of Directors.
SECTION 2. Ownership of stock in the company shall be evidenced
by certificates of stock in such forms as shall be prescribed by
the Board of Directors, and shall be under the seal of the
company and signed by the President or the Vice-President and
also by the Secretary or by an Assistant Secretary.
All certificates - shall be consecutively numbered, the name of
the person owning the shares represents d thereby with the number
of such shares and the date of issue shall be entered on the
company's books.
No certificates shall be valid unless it is signed by the
President or Vice-President and by the Secretary or Assistant
Secretary.
All certificates surrendered to the company shall be canceled and
no new certificate shall be issued until the former certificate
for the same number of shares shall have been surrendered or
canceled.
SECTION 3. No transfer of stock shall be valid as against the
company except on surrender and cancellation of the certificate
therefor, accompanied by an assignment or transfer by the owner
therefor, made either in person or under assignment, a new
certificate shall be issued therefor.
Whenever any transfer shall be expressed as made for collateral
security and not absolutely, the same shall be so expressed in
the entry of said transfer on the books of the company.
SECTION 4. The Board of Directors shall have power and authority
to make all such rules and regulations not inconsistent herewith
as it may deem expedient concerning the issue, transfer and
registration of certificates for shares of the capital stock of
the company.
The Board of Directors may appoint a transfer agent and a
registrar of transfers and may require all stock certificates to
bear the signature of such transfer agent and such registrar of
transfer.
SECTION 5. The Stock Transfer Books shall be closed for all
meetings of the stockholders for the period of ten days prior to
such meetings and shall be closed for the payment of dividends
during such periods as from time to time may be fixed by the
Board of Directors, and during such periods no stock shall be
transferable.
SECTION 6. Any person or persons applying for a certificate of
stock in lieu of one alleged to have been lost or destroyed,
shall make affidavit or affirmation of the fact, and shall
deposit with the company an affidavit. Whereupon, at the end of
six months after the deposit of said affidavit and upon such
person or persons giving Bond of Indemnity to the company with
surety to be approved by the Board of Directors in double the
current value of stock against any damage, loss or inconvenience
to the company, which- may or can arise in consequence of a new
or duplicate certificate being issued in lieu of the one lost or
missing, the Board of Directors may cause to be issued to such
person or persons a new certificate, or a duplicate of the
certificate, so lost or destroyed. The Board of Directors may,
in its discretion refuse to issue such new or duplicate
certificate save upon the order of some court having jurisdiction
in. such matter, anything herein to the contrary notwithstanding.
ARTICLE V
OFFICES AND BOOKS
SECTION 1. The principal office of the corporation, in Nevada
shall be at 3123 Trueno Road, Henderson, and the company may have
a principal office in any other state or territory as the Board
of Directors may designate.
SECTION 2. The Stock and Transfer Books and a copy of the By-Laws
and Articles of Incorporation of the company shall be kept at its
principal office in the County of Clark, state of Nevada, for the
inspection of all who are authorized or have the right to see the
same, and for the transfer of stock. All other books of the
company shall be kept at such places as may be prescribed by the
Board of Directors.
ARTICLE VI
MISCELLANEOUS
SECTION 1. The Board of Directors shall have power to reserve
over and above the capital stock paid in, such an amount in its
discretion as it may deem advisable to fix as a reserve fund, and
may, from time to time, declare dividends from the accumulated
profits of the company in excess of the amounts so reserved, and
pay the same to the stockholders of the company, and may also, if
it deems the same advisable, declare stock dividends of the
unissued capital stock of the company.
SECTION 2. No agreement, contract or obligation (other than
checks in payment of indebtedness incurred by authority of the
Board of Directors) involving the payment of monies or the credit
of the company for more than $10,000 dollars, shall be made
without the authority of the Board of Directors, or of the
Executive Committee acting as such.
SECTION 3. Unless otherwise ordered by the Board of Directors,
all agreements and contracts shall be signed by the President and
the Secretary in the name and on behalf of the company, and shall
have the corporate seal thereto affixed.
SECTION 4. All monies of the corporation shall be deposited when
and as received by the Treasurer in such bank or banks or other
depository as may from time to time be designated by the Board of
Directors, and such deposits shall be made in the name of the
company.
SECTION 5. No note, draft, acceptance, endorsement or other
evidence of indebtedness shall be valid or against the company
unless the same shall be signed by the President or a Vice-
President, and attested by the Secretary or an Assistant
Secretary, or signed by the Treasurer or an Assistant Treasurer,
and countersigned by the President, Vice-President, or Secretary,
except that the Treasurer or an Assistant Treasurer may, without
countersignature, make endorsements for deposit to the credit of
the company in all its duly authorized depositories.
SECTION 6. No loan or advance of money shall be made by the
company to any stockholder or officer therein, unless the Board
of Directors shall otherwise authorize.
SECTION 7. No director nor executive officer of the company shall
be entitled to any salary or compensation for any services
performed for the company, unless such salary or compensation
shall be fixed by resolution of the Board of Directors, adopted
by the unanimous vote of all the Directors voting in favor
thereof.
SECTION 8. The company may take, acquire, hold, mortgage, sell,
or otherwise deal in stocks or bonds or securities of any other
corporation, if and as often as the Board of Directors shall so
elect.
SECTION 9. The Directors shall have power to authorize and cause
to be executed, mortgages, and liens without limit as to amount
upon the property and franchise of this corporation, and pursuant
to the affirmative vote, either in person or by proxy, of the
holders of a majority of the capital stock issued and
outstanding; the Directors shall have the authority to dispose in
any manner of the whole property of this corporation.
SECTION 10. The company shall have a corporate seal, the design
thereof being as follows:
ARTICLE VII
AMENDMENT OF BY-LAWS
SECTION 1. Amendments and changes of these By-Laws may be made at
any regular or special meeting of the Board of Directors by a
vote of not less than all of the entire Board, or may be made by
a vote of, or a consent in writing signed by the holders of fifty-
one percent (51%) of the issued and outstanding capital stock.
KNOW ALL MEN BY THESE PRESENTS: That we, the undersigned, being
the directors of the above named corporation, do hereby consent
to the foregoing By-Laws and adopt the same as and for the By-
Laws of said corporation.
IN WITNESS WHEREOF, we have hereunto set our hands this
eighteenth day of October, 1996.
/s/ Gary C. Vesperman
Gary C. Vesperman
/s/ Robert Bernardino
Robert Bernardino
Shawn F. Hackman, a P.C.
3360 West Sahara Avenue, Suite 200
Las Vegas, Nevada 89102
July 22, 1999
U.S. Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Hiking Adventures, Inc.
Dear Sir/Madame:
We have acted as counsel to Hiking Adventures, Inc., a
Nevada corporation ("Company"), in connection with its on Form 10-
SB.
In our representation we have examined such documents,
corporate records, and other instruments as we have deemed
necessary or appropriate for purposes of this opinion, including,
but not limited to, the Articles of Incorporation and Bylaws of
the Company.
Based upon the foregoing, it is our opinion that the Company
is duly organized and validly existing as a corporation under the
laws of the State of Nevada.
We hereby consent to the use of this opinion as an exhibit
to the Registration Statement.
Sincerely,
/s/ Shawn F. Hackman
Shawn F. Hackman, Esq.
1
THIS AGREEMENT is made as of the 10th day of June, 1999, buy
and between HIKING ADVENTURES, INC., a Nevada corporation
(hereinafter called "the Publisher"), and BUSINESS CONCEPTS,
INC., a Nevada corporation (hereinafter called "the Buyer").
WITNESSETH:
1. Purchase and Sale. The Publisher hereby agrees to sell to
the Buyer and the Buyer agrees to purchase from the Publisher
three (3) sets of hiking guide books published by the Publisher
to be entitled "Bears Ears-Lizard Head-North Fork Popo Agie-High
Meadows Trail Loop Hiking Adventures" (hereinafter called "Guide
#1"), "Bird Ridge Trail Hiking Adventure" (hereinafter called
"Guide #2"), and "Mount Abbott Trail Hiking Adventure"
(hereinafter called "Guide #3") in quantities of 20,000 for each
set, for a total of 60,000 books, at a price of $3.15 per guide
subject, however, to a six percent (6%) volume discount, for a
net price of $2.961 per book, payable upon delivery (COD),
according to the following schedule:
Guide #1 August 1, 1999 5,000 books $14,805
September 1, 1999 5,000 books $14,805
First day of each
month 1,000 books $ 2,961 per month
for the next 10
months
TOTAL after 12 20,000 books $59,220
months
Guide #2 October 1, 1999 5,000 books $14,805
November 1, 1999 5,000 books $14,805
First day of each
month 1,000 books $ 2,961 per month
for the next 10
months
TOTAL after 12 20,000 books $59,220
months
Guide #3 December 1, 1999 5,000 books $14,805
January 1, 2000 5,000 books $14,805
First day of each
month 1,000 books $ 2,961 per month
for the next 10
months
TOTAL after 12 20,000 books $59,220
months
TOTALS 60,000 books $177,660
As a down payment, the Buyer will pay to the Publisher the sum of
$15,000 on or before July 10, 1999, which will be applied against
the August 1, 1999 and September 1, 1999 payments.
2. Local Delivery. The parties hereto that they are both
located in Clark County, Nevada, as a consequence of which there
will be no delivery charges assessed against either party in
connection with the transactions.
3. Commission and Royalties. The Publisher will not be
entitled to receive from the Buyer any commissions, royalties or
other compensation other than that provided for above in this
Agreement.
4. Distribution. The Buyer=s distribution and marketing of
the books as aforesaid will be unrestricted, so that the Buyer
may sell the books either by wholesale or retail sales or give
the books away for no consideration.
5. Miscellaneous Provisions.
(a) This Agreement contains the entire agreement
between the parties hereto and supersedes all other agreements
with respect to the subject matter of this Agreement whether
written or oral.
(b) This Agreement may not be modified except by a
written instrument signed by the parties hereto.
(c) This Agreement shall be binding upon parties
hereto and their respective successors and assigns
(d) This Agreement shall be construed and interpreted
in accordance with the Laws of the State of Nevada, without
regard to the principles of conflicts of laws.
(e) In the event of the commencement of suit or other
legal proceedings by either of the parties hereto against the
other party hereto which in any way relates to this Agreement or
the relationship of the parties hereto, the prevailing party will
be entitled to receive attorneys fees and costs as a court may
adjudge reasonable in addition to any other relief granted.
(f) In the event that any dispute arises between the
parties hereto (including the matters expressed herein), the
exclusive resolution thereof shall be the federal and state
courts located within Clark County, Nevada, and each of the
parties hereto hereby expressly and irrevocably consents to such
jurisdiction.
(g) The parties hereto shall execute such other
documents and may be required hereunder to carry out the terms
and conditions of this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date and year first above written.
HIKING ADVENTURES, INC. BUSINESS
CONCEPTS, INC.
By:/s/Gary C. Vesperman By:/s/Edward V.
Stambro
Gary C. Vesperman, President Edward V. Stambro,
President
Kurt D. Saliger, C.P.A.
Certified Public Accountant
5000 West Oakey
Suite A-4
Las Vegas, Nevada 89146
July 1, 1999
U.S. Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Hiking Adventures, Inc.
Form 10-SB
Dear Sir or Madam:
As a certified public accountant, I hereby consent to the
inclusion in this Form 10-SB of my report dated July 1, 1999 in
Hiking Adventures, Inc.'s Form 10-SB and to all references to my
firm included in Statement.
By:/s/ Kurt D. Saliger, C.P.A.
Kurt D. Saliger
1
Special Power of Attorney
The undersigned constitute and appoint Gary C. Vesperman
their true and lawful attorney-in-fact and agent with full power
of substitution, for him and in his name, place, and stead, in
any and all capacities, to sign any and all amendments, including
post-effective amendments, to this Form 10SB-2/A Registration
Statement, and to file the same with all exhibits thereto, and
all documents in connection therewith, with the Securities and
Exchange Commission, granting such attorney-in-fact the full
power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the
premises, as fully and to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that such
attorney-in-fact may lawfully do or cause to be done by virtue
hereof.
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 date indicated:
Signature Title Date
By:/s/Gary C. Vesperman President July 22, 1999
Gary C. Vesperman
By:/s/Timothy J. Zelenka Secretary and July 22, 1999
Timothy J. Zelenka Treasurer
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THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
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FINANCIAL STATEMENTS.
</LEGEND>
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