UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-SB
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 88-0370480
(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) 435-7947
Registrant's Counsel: Daniel G. Chapman, Esq., 3360 W. Sahara
Ave. #200, Las Vegas, NV 89109, (702) 732-2253.
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 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, and Mr.
Vesperman purchased 94,000 shares for the sum of $6,337.48.
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 the most eye-catching
photograph 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 satellite-
based global positioning systems ("GPS"). The Company envisions a
hand-held 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 on-line
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 desktop-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.
The two officers are the company's only employees at this time.
Risk Factors
The Company's business is subject to numerous risk factors,
including the following:
NO OPERATING HISTORY OR REVENUE AND MINIMAL ASSETS. The Company
has minimal operating history and has received no revenues or
earnings from its intended operations. The Company did receive a
small amount of income from "consulting" projects performed by
the Company's management during the most recent fiscal year.
While this revenue provides the Company with some working capital
for it 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. There is no assurance that the
Company will complete a guidebook or that it will successfully
obtain a publishing or distribution contract.
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.
NO AGREEMENT FOR PUBLISHING OR DISTRIBUTION. To date, there are
no contracts in place with any potential distributor or
publisher. The guidebooks are not yet in a presentable format.
The Company is working on producing the guidebook, and will seek
distribution agreements at that time. The Company has had
preliminary discussions with an online publishing company who has
expressed an interest in publishing the guidebooks on their
website. They are waiting, however, for a final draft before any
agreement is proposed. At the same time, the Company will bring
the draft to a number of printers in order to obtain quotes for
publishing the books.
CONTINUED MANAGEMENT CONTROL, LIMITED TIME AVAILABILITY. The two
officers and directors are the only employees of the Company.
Each of them has a full-time 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 Vesperman, the
President and Director of the Company.
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.
<TABLE>
<S> <C> <C> <C>
Title of Name/Address Shares Percentage
Class of Owner Beneficially Ownership
Owned
Common Gary C. Vesperman 99,300 12.41%
4123 Trueno
Henderson, NV 89014
Common Timothy J. Zelenka 100,000 12.50%
2949 E. Desert Inn Rd
Suite 1
Las Vegas, NV 89121
Common All officers and 200,000 24.91%
directors
(2 individuals)
</TABLE>
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:
<TABLE>
<S> <C> <C>
Name/Address Age Position
Gary C. Vesperman 53 President/Direc
3123 Trueno Road tor
Henderson, NV 89014-
3142
Timothy J. Zelenka 42 Secretary/Treasurer/Director
347 Gana Court
Henderson, NV 89014
</TABLE>
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 the present
where he works as Vice President.
From April 1996 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,
Hewlett-Packard, 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 fiber-optic network of computer-based segmented
courses. Fiber-optic cables would link up to several dozen
metropolitan high schools into a combination of unique
statistical techniques, video, teleconferencing, super-learning,
and a three-level computer hierarchy.
EDUCATION
BS Electrical Engineering, University of Wisconsin, Madison,
Wisconsin 1968
EXPERIENCE:
Film Funding, Inc. Las Vegas, NV 1/92 -11/98
Started as Associated 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/PLUS-VMS AND WordPerfect 5.0 for DEC's VMS. Edited
proposals and reports using Word 5.2 on IBM PC-compatible.
Compiled cable and wire listings using Lotus 1-2-3. Developed
engineering and publications document format standards. TS/SBI
security clearance.
Hewlett-Packard 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 large-scale 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 microprocessor-based telecommunications products.
Used CPM-based 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. Cost-estimated 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 printed-
circuit 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 off-price 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
Comm-Con, aka North American Tower Service, Matthews, NC, 2/95
Project manager trainee
EDUCATION
Pennsylvania State University, Landscape Architecture and
Hotel/Restaurant Management.
ITEM 6. EXECUTIVE COMPENSATION
No compensation of directors or executive officers is paid by the
Company. The officers and directors of the Company are reimbursed
for out-of-pocket expenses incurred on the Company's behalf. If
and when the Company becomes profitable, the Board of Directors
of the Company may approve a compensation plan for its executive
officers. No such plan is anticipated at this time.
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
There are no relationships or 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.
ITEM 10. RECENT SALES OF UNREGISTERED SECURITIES.
Purchases of Common Stock in the Company have occurred as
follows:
On Oct. 18, 1986, Gary C. Vesperman, President and Founder,
received 6,000 shares of Common Stock for organizational costs.
On Jan. 13, 1998 he purchased 94,000 additional shares at
$0.06742 per share, totaling $6337.25
On Jan. 13, 1998, Timothy J. Zelenka, Secretary and Treasurer,
purchased 100,000 shares of Common Stock at $0.06742 per share,
totaling $6741.75.
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 non-assessable, without pre-
emptive 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, non-assessable, without pre-emptive 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 time-to-time, 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 pro-rata 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 two years, or who is an
Affiliate of the Company, to sell within any three-month 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 43,000 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 three 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 By-laws limiting such liability.
The Articles of Incorporation and By-laws 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
By-laws.
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 10-SB.
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 and December 31, 1998.
Balance Sheet as of January 13, 1998, July 7, 1998,
December 31, 1998
Statement of Operation for the year ended 1996, 1997
and 1998
Statement of Stockholders' Equity for the year ended
1996, 1997 and 1998
Statement of Cash Flows for the years ended 1996, 1997
and 1998
Notes to Financial Statements
INDEPENDENT AUDITORS REPORT
Board of Directors
Hiking Adventures, Inc.
Las Vegas, NV
I have audited the accompanying balance sheet of Hiking
Adventures, Inc. (a development stage company), as of December
31, 1998 and 1997, and the related statements of operations,
stockholders' equity and cash flows for each of the years in the
period ended December 31, 1998. 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 audits.
I conducted my audits 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 text 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
audits 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. as of December 31, 1998 and 1997, and the
results of their operations and their cash flows for each of the
two years in the period ended December 31, 1998, 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 2 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 2. The financial statements do not include any
adjustments that might result from the outcome of this
uncertainty.
Kurt D. Saliger C.P.A.
March 24, 1999
HIKING ADVENTURE, INC.
(A Development Stage Company )
BALANCE SHEETS
<TABLE>
<S>
<C> <C>
December 31, December 31,
1998 1997
ASSETS
CURRENT ASSETS
Cash $27,084 $0
Accounts Receivable $0 $0
TOTAL CURRENT ASSETS $27,084 $0
PROPERTY AND EQUIPMENT, NET $1,350 $0
OTHER ASSETS $228 $310
TOTAL ASSETS $28,662 $310
LIABILITIES AND STOCKHOLDERS'
EQUITY
CURRENT LIABILITIES $0 $0
LONG TERM DEBT $0 $0
STOCKHOLDERS' EQUITY
Common Stock, $.001 par value $800 $6
authorized 50,000,000 shares
issued
and outstanding 6,000 and 800,000
shares respecitvely
Additional Paid In Capital $44,194 $409
Deficit Accumulated During ($16,332) ($105)
Development Stage
TOTAL STOCKHOLDERS' EQUITY $27,312 $310
TOTAL LIABILITIES AND $27,312 $310
STOCKHOLDER'S EQUITY
</TABLE>
HIKING ADVENTURE, INC.
(A Development Stage Company )
STATEMENT OF OPERATIONS
<TABLE>
<S>
<C> <C>
For the year For the year
ended December ended December
31, 1998 31, 1997
REVENUES $16,888 $0
COSTS OF REVENUES $0 $0
GROSS PROFIT 16,888 $0
OPERATING EXPENSES
Selling, general and administrative $32,883 $0
Amortization and depreciation $232 $84
TOTAL EXPENSES $33,115 $84
NET PROFIT (LOSS) ($16,227) ($84)
NET PROFIT (LOSS) ($0.02) ($0.01)
PER SHARE - BASIC & DILUTED
AVERAGE NUMBER OF 800,000 6,000
SHARES OF COMMON
STOCK OUTSTANDING
</TABLE>
HIKING ADVENTURE, INC.
(A Development Stage Company )
STATEMENT OF STOCKHOLDER EQUITY
<TABLE>
<S>
<C> <C> <C> <C>
Number Amount Additional (Deficit)
of Paid In Accumulated
Shares Cash During
Development
Stage
October 18, 1996 issued for 6,000 $6 $409
cash (Note 2)
Net income 10-18-96 (inception) ($21)
to 12-31-96
Balance 12-31-96 6,000 $6 $409 ($21)
Net Loss, 12-31-97 ($84)
Balance December 31, 1997 6,000 $6 $409 ($105)
Issued for cash January 13, 194,000 $194 $12,885
1998
Issued for cash July 7, 1998 600,000 $600 $29,400
July 7, 1998 computer issued to $1,500
company
(Net Loss) December, 31, 1998 ($16,227)
Balance December 31, 1998 800,000 $800 $44,194 ($16,332)
</TABLE>
HIKING ADVENTURE, INC.
(A Development Stage Company )
STATEMENT OF CASH FLOWS
<TABLE>
<S> <C> <C> <C>
Year Ended Year Ended October 7, 1996
December 31, December 31, (inception) to
1998 1998 December 31,
1998
CASH FLOWS FROM OPERATING
ACTIVITIES
Net Income (Loss) ($16,227) ($84) ($16,332)
Amortization $232 $84 $337
Increase in accounts payable $0 $0 $0
Net Cash (Used) In ($15,995) $0 ($15,995)
Operating Activity
CASH FLOWS FROM FINANCING
ACTIVITIES
Issuance of common stock for cash $43,079 $0 $43,079
Net increase in cash $27,084 $0 $27,084
Cash, January 1, 1998 $0 $0 $0
Cash, December 31, 1998 $27,084 $0 $27,084
</TABLE>
HIKING ADVENTURE, INC.
(A Development Stage Company )
NOTES TO FINANCIAL STATEMENTS
December 31, 1998
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 #7, 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 (SFAS 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.
NOTE 2 - GOING CONCERN
The Company's Financial statements are prepared using the
generally accepted accounting principles applicable to a going
concern, which contemplates the realization and liquidation of
liabilities in the normal course of business. However, the
Company has no current source of revenue. Without realizations of
additional capital, it would be unlikely for the Company to
continue as a going concern.
NOTE 3 - WARRANTS AND OPTIONS
There are no warrants or options outstanding to acquire any
additional shares of common stock.
NOTE 4 - RELATED PARTY TRANSACTIONS
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.
EXHIBITS
3.1 Articles of Incorporation
3.2 By-Laws
16. Letter re change in certifying accountant
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.
/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
L.L. Bradford & Company
Certified Public Accountants and Consultants
3441 Eastern Ave.
Las Vegas, NV 89109
March 2, 1999
Kurt Saliger, CPA
5000 W. Oakey Blvd, #A-4
Las Vegas, NV 89146
RE: Hiking Adventures
Dear Mr. Saliger;
We have not been involved in any litigation with Hiking
Adventures and the Company does not have an outstanding balance
to date for services rendered by our firm. In addition, we did
not have any disputes with the Company's management, which could
not be resolved, regarding the Company's accounting principles,
auditing procedures, or similarly significant items.
If you have any further questions, please contact me at 735-5030
Sincerely,
/s/ Leilani Bradford
Leilani Bradford, CPA
Cc: Larry Beamis
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, President
