<PAGE> 1
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-KSB
[X] ANNUAL REPORT UNDER SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission file number: 000-25735
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
Check whether the issuer: (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for
such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.
Yes [X] No [ ]
State the aggregate market value of the voting stock held by non-affiliates of
the registrant. The aggregate market value shall be computed by reference to the
price at which the stock was sold, or the average bid and asked prices of such
stock, as of a specified date within 60 days prior to the date of filings. (See
definition of affiliate in Rule 405)
The aggregate market value of the voting stock held by non-affiliates of the
registrant is $__________.
Note: If a determination as to whether a particular person or entity is an
affiliate cannot be made without involving unreasonable effort and expense, the
aggregate market value of the common stock held by non-affiliates may be
calculated on the basis of assumptions
<PAGE> 2
reasonable under the circumstances, provided that the assumptions are set forth
in this form.
800,000 Common Shares, $0.001 Par Value, Issued and Outstanding
Transitional Small Business Disclosure Format: Yes [ ] No [X]
PART I
Item 1. Business
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.
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 features one trail. The guidebook will be 5 1/2 by 8 1/2 inches
in size, printed on glossy paper which allows the reproduction of color
photographs. The front cover reveals the name of the hiking trail at the top,
with a 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 are shown on each page, in the sequence in which the trail is
traversed. The first few pages 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 area's geology, history,
campsites and plant and animal life are also be included.
Item 2. Properties
The Company neither owns nor leases any real property. Office services are
provided without charge by Gary C. Vesperman, the President and a 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.
Item 3. Legal Proceedings
None
<PAGE> 3
Item 4. Submission of Matters to a Vote of Security Holders
None
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters
The Company has recently been approved for trading by the National Association
of Securities Dealers Regulation, Inc., under the symbol HKAV. To date, no
Company shares have been transacted on the over-the-counter bulletin board, the
exchange on which the Company will be traded.
Item 6. Management's Discussion and Analysis or Plan of Operation
NOTE REGARDING PROJECTIONS AND FORWARD LOOKING STATEMENTS
This statement includes projections of future results and forward looking
statements as that terms 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 10-KSB, including 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 could cause
actual results to differ materially from the expectations 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 include discussions of the trail's geology, biology, and
history. The narrative of each trail in 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.
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 traversed for optimal photographing. 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, in order to reduce costs, the Company plans to combine
<PAGE> 4
photographing trips to several candidate hiking trails in each category, when
weather and seasonal conditions appear favorable.
The Company does no anticipate the need for additional cash during the period
beginning September 1999, through, at least, September 2000. The Company does
not intend to hire additional employees or acquire significant plant or
equipment during said time period.
Item 7. Financial Statements
See Independent Auditors Report, Balance Sheet, Statement of Operations,
Statement of Stockholders' Equity, Statement of Cash Flows and Notes to
Financial Statements.
Item 8. Changes In and Disagreements With Accountants on Accounting and
Financial Disclosure
None
PART III
Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance
with Section 16(a) of the Exchange Act
Gary C. Vesperman, age 55, is the Company's President and a Director. Timothy J.
Zelenka, age 42, is the Company's Secretary-Treasurer and a Director. Messrs.
Vesperman and Zelenka comprise the Company's Board of Directors.
The members of the Company's Board of Directors 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.
Mr. Vesperman's 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 1991, he was the Senior Technical Writer for EG&G
Special Projects in Las Vegas, Nevada. He wrote software user's guides and
theory of operation/maintenance manuals for radar systems. He also edited
proposals for security systems.
Prior, Mr. Vesperman was 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, a vehicle electronics testing
system for a General Motors luxury car assembly line, power control and
distributions systems, and many types of computer equipment.
<PAGE> 5
After over a quarter century of research, Mr. Vesperman completed the design of
a fiberoptic network of computerized segmented courses wherein fiberoptic cables
would link to several dozen metropolitan high schools into a combination of
unique statistical techniques, video, teleconferencing, superlearning, and a
three-level computer hierarchy.
Mr. Vesperman received his BS in Electrical Engineering from the University of
Wisconsin in 1968.
Mr. Zelenka's career highlights include stints as an independent webmaster
contractor for various financial service companies. He also has been a project
manager for cellular telephone construction and a computer specialist in
inventory control.
Mr. Zelenka attended Pennsylvania State University and focused his studies in
landscape architecture and hotel/restaurant management.
Item 10. 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
out-of-pocket expenses incurred on the Company's behalf. While the Company
anticipated compensating Messrs. Vesperman and Zelenka beginning January 2000,
the same has not yet begun to occur.
Item 11. 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 person holding beneficially more than 5%
of the Company's common stock. The only holders of more than 5% of the Company's
common stock are the directors and executive officers.
<TABLE>
<CAPTION>
Title of Class Name/Address Shares Percentage of
of Owner beneficially ownership
owned
<S> <C> <C> <C>
Common Gary C. Vesperman 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 directors 199,300 24.91%
(2 individuals)
</TABLE>
Item 12. Relationships and Related Transactions
<PAGE> 6
As aforesaid, the Company neither owns nor leases any real property. Office
services are provided without charge by Gary C. Vesperman, the Company's
President. The Company's principal place of business is comprised of 250 square
feet of operating space located at 3123 Trueno Road, Henderson, Nevada, 89014.
These accommodations are currently being provided to the Company, without
charge, by Mr. Vesperman.
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
out-of-pocket expenses incurred on the Company's behalf. While the Company
anticipated compensating Messrs. Vesperman and Zelenka beginning January 2000,
the same has not yet begun to occur.
At this time, there are no additional relationships or related transactions to
be reported.
Item 13. Exhibits and Reports of Form 8-K
None
Item 14. Other
At the request of Business Concepts, Inc., a party to a certain Material
Contract with the Company as disclosed on the Company's Form 10-SB/12GA and
identified as Exhibit 10 thereto, an amendment of the Material Contract has been
executed by and between Business Concepts, Inc., and the Company. In pertinent
part, the amendment provides that all terms and provisions of the contract dated
June 10, 1999, by and between Hiking Adventures, Inc., and Business Concepts,
Inc., shall remain the same with the exception of the provision calling for
delivery of Hiking Guides and payment in October, November and December, 1999,
as well as January 2000.
The Hiking Guides scheduled for printing, delivery and payment for such dates
will neither be printed nor delivered. Rather, the parties hereby agree to
extend the terms of the contract for five (5) months in order to maintain the
material provisions, costs, expenses, and revenues encompassed by the original
contract. Simply stated, the Hiking Guides scheduled for delivery and payment in
October, November and December, 1999, as well as January 2000, shall be printed,
delivered and paid for month by month beginning March 2000, and will extend the
duration of the contract for five (5) months after the expiration of the
original contract.
<PAGE> 7
Member American Institute Member Nevada Society
Of Certified Public Accountants of Certified Public Accountants
KURT D. SALIGER, CPA
Certified Public Accountant
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 December 31, 1999; and the related
statement of operations, stockholders' equity and cash flows for the year ended
December 31, 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 December 31, 1999; and the results of their operations and their cash
flows for the year ended December 31, 1999 in conformity with generally accepted
accounting principles.
/s/
Kurt D. Saliger C.P.A.
Las Vegas, Nevada
February 09, 2000
5000 W. Oakey Suite A-4 Las Vegas, Nevada 89146
Phone: (702) 367-1988 fax: (702) 870-8388
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HIKING ADVENTURES, INC.
(A Development Stage Company)
BALANCE SHEET
DECEMBER 31, 1999
ASSETS
<TABLE>
<S> <C>
CURRENT ASSETS
Cash $ 25,964
Accounts Receivable $ 5,726
--------
TOTAL CURRENT ASSETS $ 31,690
PROPERTY AND EQUIPMENT, NET $ 1,050
ORGANIZATION COSTS, NET $ 144
--------
TOTAL ASSETS $ 32,884
========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts Payable $ 1,390
Deferred Income $ 0
--------
TOTAL CURRENT LIABILITIES $ 1,390
STOCKHOLDERS' EQUITY
Common Stock, $.001 par value
authorized 50,000,000 shares;
issued and outstanding at
December 31, 1999 800,000 shares $ 800
Additional Paid In Capital $ 44,192
Deficit Accumulated During
Development Stage ($13,498)
--------
TOTAL STOCKHOLDERS' EQUITY $ 31,494
--------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 32,884
========
</TABLE>
See accompanying notes to financial statements.
<PAGE> 9
HIKING ADVENTURES, INC.
(A Development Stage Company)
STATEMENT OF OPERATIONS
<TABLE>
<CAPTION>
January 1, 1999 October 7, 1996
to (Inception)
December 31, to December 31,
1999 1999
<S> <C> <C>
INCOME
Revenue $ 29,700 $ 46,588
-------- ---------
TOTAL INCOME $ 29,700 $ 46,588
EXPENSES
General and
Administrative $ 26,482 $ 59,363
Amortization & depreciation $ 384 $ 723
-------- ---------
TOTAL EXPENSES $ 26,866 $ 60,086
-------- ---------
NET PROFIT (LOSS) $ 2,834 ($ 13,498)
======== =========
NET PROFIT (LOSS)
PER SHARE $ 0.0035 ($ 0.0169)
======== =========
AVERAGE NUMBER OF
SHARES OF COMMON
STOCK OUTSTANDING 800,000 800,000
======== =========
</TABLE>
See accompanying notes to financial statements.
<PAGE> 10
HIKING ADVENTURES, INC.
(A Development Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
December 31, 1999
<TABLE>
<CAPTION>
Common Stock (Deficit)
----------------- Accumulated
Number Additional During
of Paid In Development
Shares Amount Capital Stage
------- ------ ------- --------
<S> <C> <C> <C> <C>
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 Income, 12-31-99 $ 2,834
------- ---- ------- --------
Balance December 31, 1999 800,000 $800 $44,192 ($13,498)
======= ==== ======= ========
</TABLE>
See accompanying notes to financial statements.
<PAGE> 11
BIKING ADVENTURES, INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
January 1, 1999 October 7, 1996
to (Inception)
December 31, to December 31,
1999 1999
<S> <C> <C>
CASH FLOWS FROM
FROM OPERATING ACTIVITIES
Net Income (Loss) $ 2,834 ($13,498)
Amortization & depreciation $ 384 $ 721
Accounts Receivable increase ($ 5,728) ($ 5,728)
Accounts Payable increase $ 1,390 $ 1,390
Deferred Income decrease $ 0 $ 0
-------- --------
CASH FLOWS FROM
FROM OPERATING ACTIVITIES ($ 1,120) ($17,115)
Issue Common Stock $ 0 $ 43,079
Additional Paid In Capital $ 0 $ 0
-------- --------
Net increase
(decrease) in Cash ($ 1,120) $ 25,964
Cash
Beginning of Period $ 27,084 $ 0
Cash -- --
December 31, 1999 $ 25,964 $ 25,964
======== ========
</TABLE>
See accompanying notes to financial statements.
<PAGE> 12
HIKING ADVENTURES, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
December 31, 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 #7, and has no
material 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 $0.00l 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. Fixed assets are stated at cost and are being depreciated over a
period of five years using the straight line method of depreciation.
5. The Company has not yet adopted any policy regarding payment of
dividends. No dividends have been paid since inception.
<PAGE> 13
HIKING ADVENTURES, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
December 31, 1999
NOTE 2 - WARRANTS AND OPTIONS
There are no warrants or options outstanding to acquire any additional
shares of common stock.
NOTE 3 - 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 4 - SALES AGREEMENT
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 first 20,000 guide books were shipped and paid for by
September 30, 1999. The total value of the business agreement in total sales
should approximate $170,000 for the 60,000 guide books.
In accordance with an amendment to the agreement between Business
Concepts, Inc., and the Company, the publication and delivery of Hiking Guides
for October, November and December 1999, as well as January 2000, have been
suspended. As a result of the same the terms and provisions of the agreement
have been modified to provide for an extension of the contract term for a period
of five (5) months. Accordingly, all costs, expenses and revenues will remain
constant over the life of the agreement.
<PAGE> 14
As a certified Public Accountant, I hereby consent to the inclusion of
my report dated February 9, 2000, in the Form 10-KSB filed by Hiking Adventures,
Inc., including all references to my reports to the extent they are concurrent
therewith and contained in the Form 10-KSB.
Kurt D. Saliger, C.P.A.
-----------------------
Dated: February 9, 2000
<PAGE> 15
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
Hiking Adventures, Inc.
By: Gary C. Vesperman
------------------------
President and Director
Dated: February 10, 2000
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
Hiking Adventures, Inc.
By: Timothy J. Zelenka
------------------------
Secretary-Treasurer and
Director
Dated: February 10, 2000
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> DEC-31-1999
<CASH> 25,964
<SECURITIES> 0
<RECEIVABLES> 5,726
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 32,884
<PP&E> 1,050
<DEPRECIATION> 384
<TOTAL-ASSETS> 31,690
<CURRENT-LIABILITIES> 1,290
<BONDS> 0
0
0
<COMMON> 800
<OTHER-SE> 44,192
<TOTAL-LIABILITY-AND-EQUITY> 32,884
<SALES> 29,700
<TOTAL-REVENUES> 29,700
<CGS> 26,482
<TOTAL-COSTS> 26,866
<OTHER-EXPENSES> 384
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 29,700
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,834
<EPS-BASIC> .003
<EPS-DILUTED> .003
</TABLE>
