SEC Potential persons who are to respond to the collection of information
2344-(5- contained in this form are not required to respond unless the form
99) displays a currently valid OMB control number.
UNITED STATES OMB APPROVAL
SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0418
Washington, D.C. 20549 Expires: May 31, 2000
Estimated average burden
FORM SB-2 hours per response: 138.0
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
(Amendment No. __________________)
Pikes Peak Acquisitions.com, Inc.
(Name of small business issuer in its charter)
Nevada 5499 76-0609441
(State or jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification
No.)
3030 FM 518, Apt #221, Pearland, TX 77584-7817, (713)436-2787
(Address and telephone number of principle executive offices)
J. P. Beehner, 3030 FM 518, Apt #221, Pearland, TX 77584-7817, (
713)436-2787
(Address of principal place of business or intended principal place of
business)
Edward T. Block, 1603 N. Monroe, Spokane, WA 99205, (509)325-4508
(Name, address and telephone number of agent for service)
Approximate date of proposed sale to the public: As soon as
practicable after the effective date of this registration.
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for
the same offering. [ ]
_______________________________________
If this Form is a post-effective amendment filed pursuant to Rule 462
(c) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier
effective registration for the same offering. [ ]
_______________________________________
If this form is a post-effective amendment filed pursuant to Rule
462(d) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
_______________________________________
If delivery of the prospectus is expected to be made pursuant to Ruse
434, check the following box. [ ]
CALCULATION OF REGISTRATION FEE
Title of Proposed Proposed Amount of
each Amount to Maximum maximum registration
Class of Be offering aggregate fee
securities registered price per Offering
To be unit price
registered
Class A 4,000,000 $0.01 $40,000.00 $10.56
Common Stock
Note: Specific details relating to the fee calculation shall be
furnished in notes to the table, including references to provisions to
Rule 457 (230.457 of this chapter) relied upon, if the basis of the
calculation is not otherwise evident from the information presented in
the table. If the filing fee is calculated pursuant to Rule 457(o)
under the Securities Act, only the title of the class of securities to
be registered, the proposed maximum aggregate offering price for that
class of securities and the amount of registration fee need to appear
in the Calculation of Registration Fee table. Any difference between
the dollar amount of securities registered for such offerings and the
dollar amount of securities sold may be carried forward on a future
registration statement pursuant to Rule 429 under the Securities Act.
PROSPECTUS
2000
PIKES PEAK ACQUISITIONS.COM, INC.
4,000,000 Shares of Common Stock
to be sold by Pikes Peak Acquisitions.com, Inc.
This is the initial public offering of common stock of Pikes Peak
Acquisitions.com, Inc., and no public market currently exists for
shares of Pikes Peak Acquisitions.coms common stock. The initial
public offering price is $0.01 per share of common stock. The
offering is on a best efforts no minimum basis. There is no date
certain for closing the offering, no minimum purchase requirement, and
no arrangement to place funds in an escrow, trust or similar account.
-------------
THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK.
SEE RISK FACTORS BEGINNING ON PAGE 2.
------------
Neither the SEC nor any state securities commission has approved or
disapproved of these securities or passed upon the adequacy or
accuracy of this prospectus. Any representation to the contrary is a
criminal offense.
You should rely only on the information contained in this document.
Pikes Peak Acquisitions.com has not authorized anyone to provide you
with information that is different. This document may only be used
where it is legal to sell these securities. The information in this
document may only be accurate on the date of this document.
TABLE OF CONTENTS
Page
PART IPROSPECTUS
PROSPECTUS SUMMARY 1
RISK FACTORS 2
FINANCISL RISKS 9
INVESTMENT RISKS 10
USE OF PROCEEDS 11
DETERMINATION OF OFFERING PRICE 12
SELLING SECURITY HOLDERS 12
PLAN OF DISTRIBUTION 12
LEGAL PROCEEDINGS 12
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS 12
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 13
DESCRIPTION OF SECURITIES 14
INTEREST OF NAMED EXPERTS AND COUNSEL 15
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR
SECURITIES ACT LIABILITIES 15
DESCRIPTION OF BUSINESS 16
MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATION 24
DESCRIPTION OF PROPERTY 25
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 25
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS 25
EXECUTIVE COMPENSATION 26
FINANCIAL STATEMENTS F-1
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE F-1
PROSPECTUS
PROSPECTUS SUMMARY
The following summary is qualified in its entirety by and should be
read in conjunction with the more detailed information and the
Financial Statements and notes thereto appearing elsewhere in this
Prospectus.
PIKES PEAK ACQUISITIONS.COM, INC.
Pikes Peak Acquisitions.com, Inc. is a corporation formed under the
laws of the State of Nevada, whose principal executive offices are
located in Pearland, Texas
The primary objective of the business is designed to market high-
quality, low-cost vitamins, minerals, nutritional supplements, and
other health and fitness products to medical professionals,
alternative health professionals, martial arts studios and
instructors, sports and fitness trainers, other health and fitness
professionals, school and other fund raising programs and other
similar types of customers via the Internet for sale to their clients.
NAME, ADDRESS, AND TELEPHONE NUMBER OF REGISTRANT
PIKES PEAK ACQUISITIONS.COM, INC.
3030 FM 518
Apt. 221
Pearland, TX 77584-7817
(713) 436-2787
THE OFFERING
PRICE PER SHARE OFFERED $0.01
Shares of Common Stock Offered by Pikes
Peak Acquisitions.com 4,000,000 Shares
Common Stock Outstanding Prior to Offering 4,500,000 Shares
Common Stock Outstanding After Offering 8,500,000 Shares*
*Assumes sale of all shares offered)
Pikes Peak Acquisitions.com expects to use the net proceeds for
organizational purposes and to determine the feasibility of selling
Vitamineralherb.com products to specific markets.
RISK FACTORS
YOU SHOULD CAREFULLY CONSIDER THE FOLLOWING RISK FACTORS AND ALL
OTHER INFORMATION CONTAINED IN THIS PROSPECTUS BEFORE PURCHASING THE
COMMON STOCK OF PIKES PEAK ACQUISITIONS.COM, INC. INVESTING IN PIKES
PEAK ACQUISITIONS.COM, INC. COMMON STOCK INVOLVES A HIGH DEGREE OF
RISK. ANY OF THE FOLLOWING RISKS COULD ADVERSELY AFFECT PIKES PEAK
ACQUISITIONS.COMS BUSINESS, FINANCIAL CONDITION AND RESULTS OF
OPERATIONS AND COULD RESULT IN A COMPLETE LOSS OF YOUR INVESTMENT.
YOU SHOULD NOT RELY ON FORWARD-LOOKING STATEMENTS BECAUSE THEY ARE
INHERENTLY UNCERTAIN.
You should not rely on forward-looking statements in this
prospectus. This prospectus contains forward-looking statements that
involve risks and uncertainties. We use words such as anticipates,
believes, plans, expects, future, intends and similar
expressions to identify these forward-looking statements. Prospective
investors should not place undue reliance on forward-looking
statements, which apply only as of the date of this prospectus. Pikes
Peak Acquisitions.coms actual results could differ materially from
those anticipated in these forward-looking statements for many
reasons, including the risks faced by Pikes Peak Acquisitions.coms
described in Risk Factors and elsewhere in this prospectus.
RISKS RELATED TO PIKES PEAK ACQUISITIONS.COMS BUSINESS
Pikes Peak Acquisitions.com has incurred losses since its inception
June 1, 1999, and expects losses to continue for the foreseeable
future.
Pikes Peak Acquisitions.com is a new company and has no history of
earnings or profit and there is no assurance that it will operate
profitably in the future. As such, there is no assurance that Pikes
Peak Acquisitions.com will provide a return on investment in the
future.
Pikes Peak Acquisitions.com is in the extreme early stages of
development and could fail before implementing its business plan. It
must be regarded as a start up venture that will incur net losses
for the foreseeable future. Pikes Peak Acquisitions.com has no
operating history or revenues from operations, and it faces unforeseen
costs, expenses, problems and difficulties that could easily prevent
it from ever becoming profitable. Pikes Peak Acquisitions.com success
is dependent on a number of factors that should be considered by
prospective investors. Pikes Peak Acquisitions.com has only recently
acquired its principal asset. It is a relatively young company and
has no history of earnings or profit and there is no assurance that it
will operate profitably in the future. As such, there is no assurance
that Pikes Peak Acquisitions.com will provide a return on investment
in the future.
PIKES PEAK ACQUISITIONS.COMS DIRECTORS MAY DEVOTE MORE RESOURCES TO
OTHER COMPANIES IN WHICH THEY HAVE AN INTEREST
Pikes Peak Acquisitions.coms two officers and directors have
interests in other companies in which they have financial interests,
and which may demand time and resources. The president of the
Company, J.P. Beehner, is also the president of Vitamineralherb.com.
Both Mr. Beehner and the companys secretary/treasurer, Mrs.
Mortenson, have financial interests in David R. Mortenson &
Associates. Vitamineralherb.com, Inc., granted a license to David R.
Mortenson & Associates to market vitamins, minerals and nutritional
supplements under the Vitamineralherb label through the
Vitamineralherb.com website. Disagreements among the entities
involved may impact the Companys ability to do business, and the
management of the Company may find itself in a conflict of interest.
There are no provisions in the Companys corporate charter or its
bylaws for officers or directors with a conflict of interest to step
down or abstain from decision-making in the event of a conflict of
interest.
PIKES PEAK ACQUISITIONS.COM MAY LOSE ITS VITAMINERALHERB LICENSE IF
VITAMINERALHERB.COM DEFAULTS UNDER ITS AGREEMENT WITH ITS SUPPLIER
Vitamineralherb.com granted the distribution license to Pikes Peak
Acquisitions.com based on Vitamineralherb.coms Manufacturing
Agreement with International Formulation and Manufacturing Inc. If
Vitamineralherb.com defaults under its agreement with International
Formulation and Manufacturing, Inc., which has recently been acquired
by Ives Formulation Co., it could lose access to its manufacturing
source, and the rights Vitamineralherb.com has granted Pikes Peak
Acquisitions.com would become meaningless. Similarly, any dispute
between Ives Formulation Co. and Vitamineralherb.com (or their
successors) could impair Pikes Peak Acquisitions.com ability to fully
exploit its license rights. Any termination or impairment of Pikes
Peak Acquisitions.com license rights due to circumstances under the
control of Ives Formulation Co., Vitamineralherb.com or others with an
interest in the products could prevent Pikes Peak Acquisitions.com
from implementing its business plan, thereby limiting its
profitability and decreasing the value of its stock.
PIKES PEAK ACQUISITIONS.COM WILL COMPLETE WITH OTHER INTERNET
RETAILERS AND MAY NOT ACHIEVE THE CUSTOMER BASE NECESSARY TO BECOME OR
REMAIN PROFITABLE.
Pikes Peak Acquisitions.coms future revenues and profits, if any,
substantially depend upon the widespread acceptance and use of the
Internet as an effective medium of business by target consumers.
Rapid growth in the use of and interest in the Internet has occurred
only recently. As a result, acceptance and use may not continue to
develop at historical rates, and a sufficiently broad base of
consumers may not use the Internet and other online services as a
medium of commerce. Further, the online market for such products is
in its infancy, and is significantly less developed than the online
market for books, auctions, music, software and numerous other
consumer products. Even if use of the Internet and electronic
commerce continues to increase, the rate of growth, if any, of the
online vitamins, supplements, minerals and other similar products
market could be significantly less than the online market for other
products. Pikes Peak Acquisitions.com rate of revenue growth and
prospects for profitability could therefore be significantly less than
that of other online merchants.
PIKES PEAK ACQUISITIONS.COM MUST RELY ON ITS LICENSOR TO PROVIDE
CRITICAL SERVICES. FAILURE OF THE LICENSOR TO SUPPLY A SERVICE WILL
HAMPER PIKES PEAK ACQUISITIONS.COMS ABILITY TO DO BUSINESS.
As part of its license, Pikes Peak Acquisitions.coms licensor has
agreed to provide and maintain (1) a website through which orders are
placed and (2) a payment system for receipt of payments from customers
and disbursement of funds to Pikes Peak Acquisitions.com and its
supplier. If the licensor fails to provide these services, Pikes Peak
Acquisitions.com may be able to conduct its business. If Pikes Peak
Acquisitions.com is unable to conduct its business, it may lose
customers and revenues. Pikes Peak Acquisitions.com future success
will depend in part, on the licensors use of leading technologies to
provide seamless access to and services through its website. The
licensors network infrastructure may be vulnerable to computer
viruses, hacking or similar disruptive problems caused by users, other
connected Internet sites, instabilities in the Internet,
interconnecting networks and various telephone networks. Computer
viruses or problems caused by third parties could lead to
interruptions, delays or cessation in service to Pikes Peak
Acquisitions.com. If the licensor does not maintain an up-to-date,
effective website, Pikes Peak Acquisitions.com may not be effective in
its online sales.
PIKES PEAK ACQUISITIONS.COM RELIES ON THIRD PARTIES TO SUPPLY
TELECOMMUNICATION SERVICES AND ANY INTERRUPTION OF THESE SERVICES MAY
HAVE AN ADVERSE EFFECT ON ITS ABILITY TO OPERATE
Pikes Peak Acquisitions.com will rely on its licensors providers
such as the local telephone companies and other companies to provide
data-communications via local telecommunications lines and leased long-
distance lines. The means of ordering and paying for products may be
disrupted or eliminated if the licensor experiences disruption or
capacity constraints in its telecommunications services. Pikes Peak
Acquisitions.com or its licensor may be unable to replace these
services on a timely basis or at all. If customer sales are
disrupted, Pikes Peak Acquisitions.com will lose customers and
profitability.
GOVERNMENT REGULATION OF THE INTERNET COULD ADVERSELY AFFECT PIKES
PEAK ACQUISITIONS.COMS PROFITABILITY
Existing or future legislation could limit growth in use of the
Internet, which would curtail Pikes Peak Acquisitions.coms revenue
growth. Any new regulation of Internet commerce could damage Pikes
Peak Acquisitions.coms business, affect the profitability and perhaps
the viability of its business plan, and cause the price of its common
stock to decline. Regulation could prove to be burdensome, and impose
significant additional costs on Pikes Peak Acquisitions.com s
business or privacy, pricing, content, and quality of products and
services. Laws and regulations applying to the solicitation,
collection, or processing of personal or consumer information could
limit Pikes Peak Acquisitions.coms activities. In addition, any
regulation imposing fees for Internet use could result in a decline in
the use of the Internet and the viability of Internet commerce, which
could have a material adverse effect on Pikes Peak Acquisitions.coms
business, results of operations, and financial condition.
NEW TAXATION COULD ADVERSELY AFFECT PIKES PEAK ACQUISITIONS.COMS
PROFITABILITY
Any new regulation or taxation of Internet commerce could damage
Pikes Peak Acquisitions.coms business, affect the profitability and
perhaps the viability of its business plan, and cause the price of its
common stock to decline. Such regulation or taxation could prove to
be burdensome, and impose significant additional costs on Pikes Peak
Acquisitions.coms business or subject it to additional liabilities.
As Internet commerce continues to evolve, increasing regulation by
federal, state, or foreign agencies becomes more likely. Such
regulation is likely in the areas of user privacy, pricing, content,
and quality of products and services. Taxation of Internet use, or
other charges imposed by government agencies or by private
organizations for accessing the Internet, may also be imposed. Laws
and regulations applying to the solicitation, collection, or
processing of personal or consumer information could limit Pikes Peak
Acquisitions.com activities. In addition, any regulation imposing
fees for Internet use could result in a decline in the use of the
Internet and the viability of Internet commerce, which could have a
material adverse effect on Pikes Peak Acquisitions.coms business,
results of operations, and financial condition.
GOVERNMENT REGULATION OF PRODUCTS COULD ADVERSELY AFFECT VIABILITY OF
DIETARY SUPPLEMENTS.
Extensive federal government regulations may restrict the way Pikes
Peak Acquisitions.com sells its products, resulting in restrictions on
the products and content Pikes Peak Acquisitions.com offers its
customers and significant additional expenses. The manufacture,
packaging, labeling, advertising, promotion, distribution and sale of
Pikes Peak Acquisitions.com products are subject to regulation by
numerous governmental agencies, the most active of which is the Food
and Drug Administration which regulates Pikes Peak Acquisitions.coms
products under the Federal Food, Drug and Cosmetic Act and associated
regulations.
U.S. federal, state and local government regulations may also
restrict Pikes Peak Acquisitions.coms products. The manufacture,
packaging, labeling, advertising, promotion, distribution and sale of
Pikes Peak Acquisitions.coms products are subject to regulation by
numerous governmental agencies, the most active of which is the U.S.
Food and Drug Administration, which regulates Pikes Peak
Acquisitions.coms products under the Federal Food, Drug and Cosmetic
Act and regulations promulgated thereunder. Pikes Peak
Acquisitions.coms products are also subject to regulation by, among
other regulatory entities, the Consumer Product Safety Commission, the
U.S. Department of Agriculture, and the Environmental Protection
Agency. Advertising and other forms of promotion and methods of
marketing of Pikes Peak Acquisitions.coms products are subject to
regulation by the U.S. Federal Trade Commission, which regulates these
activities under the Federal Trade Commission Act. The manufacture,
labeling and advertising of Pikes Peak Acquisitions.coms products are
also regulated by various state and local agencies as well as those of
each foreign country to which it distributes its products.
Pikes Peak Acquisitions.com cannot be certain that its attempts, or
those of its suppliers, to comply with laws and regulations in this
area are or will be deemed sufficient by the appropriate regulatory
agencies. Enforcement actions by any of these regulatory agencies can
result in civil and criminal penalties, an injunction to stop or
modify certain selling methods, seizure of Pikes Peak
Acquisitions.coms products, adverse publicity or voluntary recalls
and labeling changes. If any governmental agency were to undertake an
enforcement action against Pikes Peak Acquisitions.com, it could cause
an immediate decrease in its revenues, cause it to incur significant
additional expenses and result in a decrease in its stock price. Pikes
Peak Acquisitions.coms efforts to comply with existing laws and
regulations my be costly, may force it to change its selling strategy
and may not be successful. Pikes Peak Acquisitions.com cannot promise
that it will be able to comply with any existing or future laws,
regulations, interpretations or applications without incurring
significant costs or adjusting its business model. A more detailed
discussion of the government regulations affecting Pikes Peak
Acquisitions.coms business is included in this prospectus under the
heading Business Regulatory Environment.
HEAVY DEPENDENCE ON ONE INDIVIDUAL WHO WILL NOT DEVOTE HIS FULL TIME
AND ATTENTION TO PIKES PEAK ACQUISITIONS.COM AFFAIRS COULD RESULT IN
DELAYS OR BUSINESS FAILURE
Mr. Beehner is serving as Pikes Peak Acquisitions.coms President
and Director. Loss of Mr. Beehners services may hamper Pikes Peak
Acquisitions.coms ability to implement its business plan, and could
cause its stock to be worthless. Pikes Peak Acquisitions.com will be
heavily dependent upon Mr. Beehners entrepreneurial skills and
experience to implement its business plan and may, from time to time,
find that his inability to devote full time and attention to its
affairs will result in delay(s) in progress towards the implementation
of its business plan or in a failure to implement its business plan.
Moreover, Pikes Peak Acquisitions.com does not have an employment
agreement with Mr. Beehner, and as a result, there is no assurance
that he will continue to manage its affairs in the future. Nor has
Pikes Peak Acquisitions.com obtained a key man life insurance policy
on Mr. Beehner. Pikes Peak Acquisitions.com could lose the services of
Mr. Beehner, or Mr. Beehner could decide to join a competitor or
otherwise compete directly or indirectly with Pikes Peak
Acquisitions.com, which would have a significant adverse effect on its
business and could cause the price of its stock to be worthless. The
services of Mr. Beehner would be difficult to replace. Because
investors will not necessarily be able to evaluate the merits of Pikes
Peak Acquisitions.coms business decisions, they should carefully and
critically assess Mr. Beehners background. See Directors and
Executive Officers.
MR. BEEHNER HAS NO EXPERIENCE IN PIKES PEAK ACQUISITIONS.COMS LINE
OF BUSINESS AND MAY MAKE POOR BUSINESS DECISIONS WHICH MAY ADVERSELY
AFFECT ITS BUSINESS.
Mr. Beehner has no experience in marketing and retail sale of
vitamins and other nutritional supplements, or the sale of products
over the Internet. Mr. Beehner is not a doctor, nutritionist, or
health professional by trade. As a result, Pikes Peak
Acquisitions.com will likely need to rely on others who understand the
sale and marketing of nutritional supplements. Because of lack of
experience in this line of business, Pikes Peak Acquisitions.com my
overestimate the marketability of the Vitamineralherb.com products and
may underestimate the costs and difficulties associated with selling
and distributing of the products. Any such unanticipated costs or
difficulties could prevent Pikes Peak Acquisitions.com from
implementing its business plan, thereby limiting its profitability and
decreasing the value of its stock.
PIKES PEAK ACQUISITIONS.COM MAY BE SUBJECT TO PRODUCT LIABILITY
LITIGATION AND/OR REGULATION WHICH COULD ADVERSELY AFFECT ITS
BUSINESS.
Pikes Peak Acquisitions.com, like other retailers, distributors and
manufacturers of dietary supplements designed for human consumption,
faces an inherent risk of exposure to product liability claims in the
event that the use of its products results in injury. Pikes Peak
Acquisitions.com may be subjected to various product liability claims,
including, among others, that its products include inadequate
instructions for use or inadequate warnings concerning possible side
effects and interactions with other substances. Pikes Peak
Acquisitions.com relies on third party manufacturers for its products.
Pikes Peak Acquisitions.com has no product liability insurance
coverage. Although its licensor warrants the products and provides
indemnification to Pikes Peak Acquisitions.com for losses, claims, and
expenses arising from a breach of the product warranties, any such
indemnification is limited by its terms and, as a particular matter,
is limited to the creditworthiness of the indemnifying party. In the
event that Pikes Peak Acquisitions.com does not have adequate
indemnification, product liabilities relating to its products could
have a material adverse effect on its business, financial condition
and results of operations.
UNFAVORABLE PUBLICITY MAY CURTAIL THE MARKET FOR PIKES PEAK
ACQUISITIONS.COMS PRODUCTS
The dietary supplement market is affected by national media
attention regarding the consumption of dietary supplements. Pikes
Peak Acquisitions.com is highly dependent upon consumers perceptions
of the safety and quality of its products as well as dietary
supplements distributed by other companies. Any negative publicity
asserting that these products may be harmful or questioning their
efficacy could have a material adverse effect on Pikes Peak
Acquisitions.coms business, regardless of whether these reports are
scientifically supported or whether the claimed harmful effects would
be present at the dosages recommended for these products. Because of
Pikes Peak Acquisitions.coms dependence on consumers perceptions,
adverse publicity associated with illness or other adverse effects
resulting from the consumption of its products or any similar products
distributed by other companies and future reports of research that are
perceived as less favorable or that question earlier research could
have a material adverse effect on Pikes Peak Acquisitions.coms sales
and therefore its profitability.
PIKES PEAK ACQUISITIONS.COM WILL COMPETE WITH OTHER VITAMIN RETAILERS
AND MAY NOT ACHIEVE THE CUSTOMER BASE NECESSARY TO BECOME OR REMAIN
PROFITABLE
The electronic commerce industry is new, rapidly evolving and
intensely competitive, and Pikes Peak Acquisitions.com expects
competition to intensify in the future. Barriers to entry are minimal
and current and new competitors can launch sites at a relatively low
cost. In addition, the vitamin market is very competitive and highly
fragmented, with no clear dominant leader and increasing public and
commercial attention. Pikes Peak Acquisitions.com competes with a
variety of other companies, including traditional vitamin retailers,
the online retail initiatives and other Vitamineralherb.com licensees.
Many of Pikes Peak Acquisitions.coms potential competitors have
longer operating histories, larger customer or user bases, greater
brand recognition and significantly greater financial, marketing and
other resources than Pikes Peak Acquisitions.com has. In addition, an
online retailer may be acquired by, receive investments from, or enter
into other commercial relationships with, larger, well-established and
well-financed companies as use of the Internet and other electronic
services increases. Competitors have and may continue to adopt
aggressive pricing of inventory availability policies and devote
substantially more resources to website and systems development than
Pikes Peak Acquisitions.com does. Increased competition may result in
reduced operating margins and loss of market share.
POTENTIAL BUSINESS COMBINATIONS DILUTE STOCKHOLDER VALUE
Because Pikes Peak Acquisitions.com may not be successful in
developing a viable market for the Vitamineralherb.com products, its
management will spend a significant portion of the time it devotes to
evaluating other business opportunities that may be available to Pikes
Peak Acquisitions.com. In the event of a business combination, the
ownership interests of holders of existing shares of Pikes Peak
Acquisitions.com stock will be diluted. Due to its limited financial
resources, the only way Pikes Peak Acquisitions.com will be able to
diversify its activities, should its business plan prove to be
impractical, would be to enter into a business combination.
Any asset acquisition or business combination would likely include
the issuance of a significant amount of Pikes Peak Acquisitions.coms
common stock, which would dilute the ownership interest of holders of
existing shares, and may result in a majority of the voting power
being transferred to new investors. Depending on the nature of the
transaction, Pikes Peak Acquisitions.coms stockholders may not have
an opportunity to vote on whether to approve it. For example, Pikes
Peak Acquisitions.com board of directors may decide to issue a
significant amount of stock to effect a share exchange with another
company. Such a transaction does not require shareholder approval,
but Pikes Peak Acquisitions.coms officers and directors must
exercise their powers in good faith and with a view to the interests
of the corporation.
POTENTIAL BUSINESS COMBINATIONS COULD BE DIFFICULT TO INTEGRATE AND
DISRUPT BUSINESS
Any acquisition of or business combination with another company
could disrupt Pikes Peak Acquisitions.coms ongoing business, distract
management and employees and increase its expenses. If Pikes Peak
Acquisitions.com acquires a company, it could face difficulties in
assimilating that companys personnel and operations. In addition,
the key personnel of the acquired company may decide not to work for
Pikes Peak Acquisitions.com. Acquisitions also involve the need for
integration into existing administration, services, marketing, and
support efforts. Any amortization of goodwill or other assets, or
other charges resulting form the costs of these acquisitions, could
limit Pikes Peak Acquisitions.coms profitability and decrease the
value of its stock. In addition, Pikes Peak Acquisitions.com
liquidity and capital resources may be diminished prior to or as a
result of consummation of a business combination and its capital may
be further depleted by the operating losses (if any) of the business
entity that Pikes Peak Acquisitions.com may eventually acquire.
PIKES PEAK ACQUISITIONS.COM MAY ENTER INTO NEW LINE OF BUSINESS WHICH
INVESTORS COULD NOT EVALUATE
In the event of a business combination, acquisition, or change in
shareholder control, Pikes Peak Acquisitions.com may enter into a new
line of business that an investor did not anticipate and in which that
investor may not want to participate. Pikes Peak Acquisitions.com may
make investments in or acquire complementary products, technologies
and businesses, or businesses completely unrelated to its current
business plan. Similarly, an asset acquisition or business
combination would likely include the issuance of a significant amount
of Pikes Peak Acquisitions.com common stock, which may result in a
majority of the voting power being transferred to new investors. New
investors may replace Pikes Peak Acquisitions.coms management. New
management may decide not to continue to implement Pikes Peak
Acquisitions.coms current business plan, and may decide to enter into
a business completely unrelated to the current business plan which an
investor did not anticipate and in which that investor may not want to
participate. In such case, an investor could lose its entire
investment on a business decision it did not get to evaluate at the
time of investing in Pikes Peak Acquisitions.com.
FINANCIAL RISKS
PIKES PEAK ACQUISITIONS.COM HAS NO OPERATING HISTORY AND FINANCIAL
RESULTS ARE UNCERTAIN
Pikes Peak Acquisitions.com is a young company with no history of
earnings or profit and there is no assurance that it will operate
profitably in the future. Pikes Peak Acquisitions.com faces all the
risks of a new business. As a result of Pikes Peak Acquisitions.coms
limited operating history, it is difficult to accurately forecast its
potential revenue, and there is no meaningful historical financial
data upon which to base planned operating expenses. Its revenue and
income potential is unproven and its business model is still emerging.
As such, there is no assurance that Pikes Peak Acquisitions.com will
provide a return on investment in the future. An investor in Pikes
Peak Acquisitions.coms common stock must consider the challenges,
risks and uncertainties frequently encountered by early-stage
companies using new and unproven business models in new and rapidly
evolving markets. These challenges include our ability to:
- execute on Pikes Peak Acquisitions.coms business model;
- create brand recognition;
- manage growth in Pikes Peak Acquisitions.coms operations;
- create a customer base cost-effectively;
- retain customers;
- access additional capital when required;
- attract and retain key personnel.
Pikes Peak Acquisitions.com cannot be certain that its business
model will be successful or that it will successfully address these
and other challenges, risks and uncertainties. Consumers of vitamins,
supplements, minerals and other similar products may not purchase
products from our site, which would reduce our revenues and prevent us
from becoming profitable.
PIKES PEAK ACQUISITIONS.COM MAY NEED ADDITIONAL FINANCING WHICH MAY
NOT BE AVAILABLE, OR WHICH MAY DILUTE THE OWNERSHIP INTERESTS OF
INVESTORS
Pikes Peak Acquisitions.coms ultimate success will depend on its
ability to raise additional capital. No commitments to provide
additional funds have been made by management or other shareholders.
Pikes Peak Acquisitions.com has not investigated the availability,
source or terms that might govern the acquisition of additional
financing. When additional capital is needed, there is no assurance
that funds will be available from any source or, if available, that
they can be obtained on terms acceptable to Pikes Peak
Acquisitions.com. If not available, Pikes Peak Acquisitions.coms
operations would be severely limited, and it would be unable to
implement its business plan.
INVESTMENT RISKS
PIKES PEAK ACQUISITIONS.COM COMMON STOCK HAS NO PRIOR MARKET, AND
PRICES MAY DECLINE AFTER THE OFFERING
There is no public market for Pikes Peak Acquisitions.coms common
stock and no assurance can be given that a market will develop or that
any shareholder will be able to liquidate its investment without
considerable delay, if at all. The trading market price of Pikes Peak
Acquisitions.coms common stock may decline below the offering price.
If a market should develop, the price may be highly volatile. In
addition, an active public market for Pikes Peak Acquisitions.coms
common stock may not develop or be sustained. Factors such as those
discussed in this Risk Factors section may have a significant impact
on the market price of Pikes Peak Acquisitions.coms securities.
Owing to the low price of the securities, many brokerage firms may not
be willing to effect transactions in the securities. Even if a
purchaser finds a broker willing to effect a transaction in Pikes Peak
Acquisitions.coms common stock, the combination of brokerage
commissions, state transfer taxes, if any, and other selling costs may
exceed the selling price. Further, many lending institutions will not
permit the use of such securities as collateral for loans. Thus, a
purchaser may be unable to sell or otherwise realize the value
invested in Pikes Peak Acquisitions.com stock.
INVESTORS MAY FACE SIGNIFICANT RESTRICTIONS ON THE RESALE OF
PIKES PEAK ACQUISITIONS.COM STOCK DUE TO STATE BLUE SKY LAWS
Because Pikes Peak Acquisitions.coms securities have not been
registered for resale under the blue sky laws of any state, the
holders of such shares and those persons desiring to purchase them in
any trading market that my develop in the future should be aware that
there may be significant state blue sky law restrictions on the
ability of investors to sell and on purchasers to buy Pikes Peak
Acquisitions.coms securities. Each state has its own securities
laws, often called blue sky laws, which limit sales of stock to a
states residents unless the stock is registered in that state or
qualifies for an exemption from registration, and govern the reporting
requirements for broker-dealers and stock brokers doing business
directly or indirectly in the state. Before a security is sold in a
state, there must be a registration in place to cover the transaction,
and the broker must be registered in that state, or otherwise be
exempt from registration. Pikes Peak Acquisitions.com does not know
whether its stock will be registered under the laws of any states. A
determination regarding registration will be made by the broker-
dealers, if any, who agree to serve as the market-makers for Pikes
Peak Acquisitions.coms stock.
Accordingly, investors should consider the secondary market for
Pikes Peak Acquisitions.coms securities to be a limited one.
Investors may be unable to resell their stock, or may be unable to
resell it without the significant expense of state registration or
qualification.
INVESTORS MAY FACE SIGNIFICANT RESTRICTIONS ON THE RESALE OF PIKES
PEAK ACQUISITIONS.COM STOCK DUE TO FEDERAL PENNY STOCK REGULATIONS
In addition, the Securities and Exchange Commission has adopted a
number of rules to regulate penny stocks. Such rules include Rules
3a51-1, 15g-1, 15g-2, 15g-3, 15g-4, 15g-5, 15g-6 and 15g-7 under the
Securities and Exchange Act of 1934, as amended. Because Pikes Peak
Acquisitions.coms securities may constitute penny stock within the
meaning of the rules, the rules would apply to Pikes Peak
Acquisitions.com and its securities. The rules may further affect the
ability of owners of Pikes Peak Acquisitions.coms shares to sell
their securities in any market that may develop for them. There may
be a limited market for penny stocks, due to the regulatory burdens on
broker-dealers. The market among dealers may not be active.
Investors in penny stock often are unable to sell stock back to the
dealer that sold them the stock. The mark ups or commissions charged
by the broker-dealers may be greater than any profit a seller may
make. Because of large dealer spreads, investors may be unable to
sell the stock immediately back to the dealer at the same price the
dealer sold the stock to the investor. In some cases, the stock may
fall quickly in value. Investors may be unable to reap any profit
from any sale of the stock, if they can sell it at all.
Shareholders should be aware that, according to the Securities and
Exchange Commission Release No. 34-29093, the market for penny stocks
has suffered in recent years from patterns of fraud and abuse. Such
patterns include:
- control of the market for the security by one or a few broker-
dealers that are often related to the promoter or issuer;
- manipulation of prices through prearranged matching of purchases
and sales and false and misleading press releases;
- boiler room practices involving high pressure sales tactics and
unrealistic price projections by inexperienced sales persons;
- excessive and undisclosed bid-ask differentials and markups by
selling broker-dealers; and
- The wholesale dumping of the same securities by promoters and
broker-dealers after prices have been manipulated to a desired
level, along with the inevitable collapse of those prices with
consequent investor losses.
USE OF PROCEEDS
The net proceeds to Pikes Peak Acquisitions.com from the sale of
the 4,000,000 shares of common stock offered by Pikes Peak
Acquisitions.com hereby at an assumed initial public offering price of
$.01 per share are estimated to be $40,000. Pikes Peak
Acquisitions.com expects to use the net proceeds for organizational
purposes, to conduct a search for employees, and to determine the
feasibility of selling Vitamineralherb.com products to specific
markets.
Pikes Peak Acquisitions.com continually evaluates other business
opportunities that may be available to it, whether in the form of
assets acquisitions or business combinations. Pikes Peak
Acquisitions.coms may use a portion of the proceeds for these
purposes. Pikes Peak Acquisitions.com is not currently a party to any
contracts, letters of intent, commitments or agreements and is not
currently engaged in active negotiations with respect to any
acquisitions.
Pikes Peak Acquisitions.com has not yet determined the amount of
net proceeds to be used specifically for any of the foregoing
purposes. Accordingly, Pikes Peak Acquisitions.coms management will
have significant flexibility in applying the net proceeds of the
offering.
DETERMINATION OF OFFERING PRICE
Pikes Peak Acquisitions.com arbitrarily determined the price of the
Units in this Offering. The offering price is not an indication of
and is not based upon the actual value of Pikes Peak Acquisitions.com.
It bears no relationship to the book value, assets or earnings of
Pikes Peak Acquisitions.com or any other recognized criteria of value.
The offering price should not be regarded as an indicator of the
future market price of the securities.
SELLING SECURITY HOLDERS
There are no selling security holders.
PLAN OF DISTRIBUTION
Pikes Peak Acquisitions.com will sell a maximum of 4,000,000 shares
of its common stock to the public on a best efforts basis. There
can be no assurance that any of these shares will be sold. The gross
proceeds to Pikes Peak Acquisitions.com will be $40,000 if all the
shares offered are sold. No commissions or other fees will be paid,
directly or indirectly, by Pikes Peak Acquisitions.com, or any of its
principals, to any person or firm in connection with solicitation of
sales of the shares. No public market currently exists for shares of
Pikes Peak Acquisitions.com.
LEGAL PROCEEDINGS
Pikes Peak Acquisitions.com is not a party to any pending legal
proceeding or litigation and none of its property is the subject of a
pending legal proceeding. Further, the officers and directors knows
of no legal proceedings against Pikes Peak Acquisitions.com or its
property contemplated by any governmental authority.
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
The following table sets forth the name age and position of each
director and executive officer of Pikes Peak Acquisitions.com.
Name Age Position
J.P. Beehner 52 President, Director
Dorothy A. Mortenson 50 Secretary/Treasurer,
Director
J.P. Beehner was elected as an officer and director of the Company
by its current shareholders. He have served in this capacity since
June 18, 1999. Mr. Beehner is also a shareholder in the company. He
has worked in busuness management and corporate accounting for over
thirty years. His business experience includes construction,
insurance, manufacturing, real estate, and retail sales and service.
Dorothy A. Mortenson has been an officer and director of the Company
since June 18, 1999, and is also a current shareholder of the Company.
She is a non-practicing accountant who works with her husband, David
R. Mortenson of David R. Mortenson & Associates to develop strategic
business plans for emerging growth companies. While living in Belize,
Central America, she was responsible for setting up and implementing
some of the first computerized accounting systems there.
The directors named above are elected for one year terms at the
annual shareholders meeting. Officers will hold their positions at
the pleasure of the board of directors, absent any employment
agreements. No employment agreements currently exist or are
contemplated. There is no agreement or understanding between the
directors and officers of the Company and any other person pursuant to
which any director or officer was or is to be selected as a director
or officer.
Mr. Beehner and Mrs. Mortenson will devote their time to the
Companys affairs on an as needed basis. As a result, the actual
amount of time that they will devote to the Companys affairs is
unknown and is likely to vary substantially from month to month.
Mrs. Dorothy A. Mortenson may have conflicts of interest with the
company. Mrs. Mortenson has interests in David R. Mortenson &
Associates, and that partnership is operated principally by Mrs.
Mortensons husband, David R. Mortenson (see Certain Relationships and
Related Transactions). There are no disinterested directors or
officers to make decisions in the Company if a conflict arises in
regard to the Companys business.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of June 1, 2000 Pikes Peak
Acquisitions.coms outstanding common stock owned of record or
beneficially by each Executive Officer and Director and by each person
who owned of record, or was known by Pikes Peak Acquisitions.com to
own beneficially, more than 5% of its common stock, and the
shareholdings of all Executive Officers and Directors as a group.
Each person has sole voting and investment power with respect to the
shares shown.
Number of Percentage of
Name Shares Held Shares Owned
J.P. Beehner 1,250,000 28%
P.O. Box 2370
Alvin, TX 77512-2370
Dorothy A. Mortenson 1,250,000 28%
P.O. Box 5034
Alvin, TX 77512-5034
David R. Mortenson 200,000 4.44%
P.O. Box 5034
Alvin, TX 77512-5034
Roy Donovan Hinton, Jr. 200,000 4.44%
P.O. Box 4456
Pasadena, TX 78064
Marie M. Charles 200,000 4.44%
P.O. Box 34830
Houston, TX 77034
George R. Quan 200,000 4.44%
313 Oakhaven Dr.
Pleasonton, TX 78064
Marsha Quan 200,000 4.44%
313 Oakhaven Dr.
Pleasonton, TX 78064
Darren Quan 200,000 4.44%
313 Oakhaven Dr.
Pleasanton, TX 78064
Russell Linnell 200,000 4.44%
1943 Bluestone
Kalispell, MT 59901
Gregory Lynn Bauska 200,000 4.44%
102 Winchester
Kalispell, MT 59901
William Jay Pierson 200,000 4.44%
6710 Lynx Lane
Flagstaff, AZ 86001
Gail Gessert, PhD 200,000 4.44%
19703 Lake Drive
Escondido, CA 92029
DESCRIPTION OF SECURITIES
The following description of Pikes Peak Acquisitions.coms capital
sock is a summary of the material terms of its capital stock. This
summary is subject to and qualified in its entirety by Pikes Peak
Acquisitions.coms articles of incorporation and bylaws, which are
included as exhibits to the registration statement of which this
prospectus forms a part, and by the applicable provisions of Nevada
law.
The authorized capital stock of Pikes Peak Acquisitions.com
consists of 25,000,000 shares, with a par value of $0.001 each. The
articles of incorporation do not permit cumulative voting for the
election of directors, and shareholders do not have any preemptive
rights to purchase shares in any future issuance of Pikes Peak
Acquisitions.coms common stock.
The holders of shares of common stock of Pikes Peak
Acquisitions.com do not have cumulative voting rights in connection
with the election of the Board of Directors, which means that the
holders of more than 50% of such outstanding shares, voting for the
election of directors, can elect all of the directors to be elected,
if they so choose, and, in such event, the holders of the remaining
shares will not be able to elect any of Pikes Peak Acquisitions.com
directors.
The holders of shares of common stock are entitled to dividends,
out of funds legally available therefor, when and as declared by the
Board of Directors. The Board of Directors has never declared a
dividend and does not anticipate declaring a dividend in the future.
Each outstanding share of common stock entitles the holder thereof to
one vote per share on all matters. The holders of the shares of
common stock have no preemptive or subscription rights. In the event
of liquidation, dissolution or winding up of the affairs of Pikes Peak
Acquisitions.com, holders are entitled to receive, ratably, the net
assets of Pikes Peak Acquisitions.com available to shareholders after
payment of all creditors.
All of the issued and outstanding shares of common stock are duly
authorized, validly issued, fully paid, and non-assessable. To the
extent that additional shares of Pikes Peak Acquisitions.com common
stock are issued, the relative interests of existing shareholders may
be diluted.
INTEREST OF NAMED EXPERTS AND COUNSEL
Neither Elliott Tulk Pryce Anderson nor Edward T. Block, P.S.,
Attorney at Law was employed on a contingent basis in connection with
the registration or offering of Pikes Peak Acquisitions.coms common
stock.
DISCLOSURE OF COMMISSION POSITION
ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
Pikes Peak Acquisitions.coms bylaws, filed herewith as Exhibit
3.2, provide that it will indemnify and hold harmless each person who
was, is or is threatened to be made a party to or is otherwise
involved in any threatened proceedings by reason of the fact that he
or she is or was a director or officer of Pikes Peak Acquisitions.com
or is or was serving at the request of Pikes Peak Acquisitions.com as
a director, officer, partner, trustee, employee, or agent of another
entity, against all losses, claims, damages, liabilities and expenses
actually and reasonably incurred or suffered in connection with such
proceeding.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of Pikes Peak Acquisitions pursuant to the
forgoing provisions or otherwise, Pikes Peak Acquisitions.com has been
advised that, in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy as expressed
in that Act and is, therefore, unenforceable.
DESCRIPTION OF BUSINESS
GENERAL
Pikes Peak Acquisitions.com was incorporated under the laws of the
State of Nevada on June 1, 1999, and is in its early developmental and
promotional stages. To date, Pikes Peak Acquisitions.coms only
activities have been organizational, directed at acquiring its
principal asset, raising its initial capital and developing its
business plan. Pikes Peak Acquisitions.com has not commenced
commercial operations. Pikes Peak Acquisitions.com has no full time
employees and owns no real estate. Pikes Peak Acquisitions.coms
business plan is to determine the feasibility of selling
Vitamineralherb.com products to specific markets. Should Pikes Peak
Acquisitions.com determine that the plan is feasible, it intends to
market high-quality, low-cost vitamins, minerals, nutritional
supplements, and other health and fitness products to medical
professionals, alternative health professionals, martial arts studios
and instructors, sports and fitness trainers, other health and fitness
professionals, school and other fund raising programs and other
similar types of customers via the Internet for sale to their clients.
ACQUISITION OF THE LICENSE
On February 14, 2000, Pikes Peak Acquisitions.com acquired a
License Agreement with Vitamineralherb.com, filed herewith as Exhibit
10.1. The License Agreement grants an exclusive right to distribute
Vitamineralherb.com products to health and fitness professionals in
the state of Colorado via the Internet. Pikes Peak Acquisitions.com
acquired the license under the terms of a settlement agreement by and
between Pikes Peak Acquisitions.com and Mortenson & Associates, an
affiliate of Vitamineralherb.com. Mortenson & Associates had granted
Pikes Peak Acquisitions.com a license to distribute and produce an
oxygen enriched water product, called Biocatalyst, for remediation
of sewage and waste water in septic tanks and waste water treatment
facilities. Mortenson & Associates acquired its right to sublicense
Biocatalyst to Pikes Peak Acquisitions.com from NW Technologies Inc.
As a result of a legal dispute between Mortenson & Associates
principal and NW Technologies, Mortenson & Associates was unable to
fulfill its obligations to Pikes Peak Acquisitions.com under the
license. Under the terms of the settlement agreement,
Vitamineralherb.com, an affiliate of Mortenson & Associates, granted
to Pikes Peak Acquisitions.com the license to distribute
Vitamineralherb.com products in part for its agreement not to pursue
its claims against Mortenson & Associates.
THE LICENSE
Pikes Peak Acquisitions.com has a three-year license, filed
herewith as Exhibit 10.1, to market and sell vitamins, minerals,
nutritional supplements, and other health and fitness products to
medical professionals, alternative health professionals, martial arts
studios and instructors, sports and fitness trainers, other health and
fitness professionals, school and other fund raising programs and
other similar types of customers via the Internet for sale to their
clients. The license will be automatically renewed unless Pikes Peak
Acquisitions.com or Vitamineralherb.com gives the other notice of its
intent not to renew.
As a licensee of Vitamineralherb.com, Pikes Peak Acquisitions.com
eliminates the need to develop products, store inventory, build and
maintain a website, establish banking liaisons, and develop a
fulfillment system, hereby enabling Pikes Peak Acquisitions.com to
focus strictly on marketing and sales. Pikes Peak Acquisitions.com
plans to target health and fitness professionals in the state of
Colorado who wish to offer health and fitness products to their
customers.
Pikes Peak Acquisitions.com (and its customers) will have access to
all products offered on the Vitamineralherb website, as well as the
ability to order custom-formulated and custom-labeled products.
Vitamineralherb.com sets the price for products based on the
manufacturers price, plus a mark up which provides a 10% commission
to Vitamineralherb.com and a profit for Pikes Peak Acquisitions.com.
Three different labeling options are available to customers: First,
products may be ordered with the manufacturers standard label with no
customization. Second, the fitness or health professional may
customize the labels by adding its name, address, and phone number to
the standard label. In most cases, these labels would be a
standardized label with product information and a place on the label
for the wording Distributed by. This gives these health and fitness
professionals a competitive edge. Third, labels may be completely
customized for the health or fitness professional.
When a fitness or health professional becomes a client, Pikes Peak
Acquisitions.com salesperson will show the client how to access the
Vitamineralherb website. The client is assigned an identification
number that identifies it by territory, salesperson, and business
name, address, and other pertinent information. The health or fitness
professional may then order the products it desires directly through
the Vitamineralherb.com website, paying for the purchase with a credit
card, electronic check (e-check), or debit card. All products are
shipped by the manufacturer, directly to the professional or its
clients.
The website is maintained by Vitamineralherb.com, and each licensee
pays an annual website maintenance fee of $500. All financial
transactions are handled by Vitamineralherb.coms Internet clearing
bank. The Vitamineralherb webmaster downloads e-mail orders several
times a day, checks with clearing bank for payment and then submits
the product order and electronic payment to Ives Formulation Company.
Vitamineralherb.com then forwards the money due Pikes Peak
Acquisitions.com via electronic funds transfer, Vitamineralherbs
software tracks all sales through the customers identification
number, and at month end, e-mails to Pikes Peak Acquisitions.com and
customer a detailed report including sales commissions.
Vitamineralherb has indicated that it will use e-commerce advertising
such as banner ads on major servers and websites, as well as trying to
insure that all major search engines pick Vitamineralherb.com first.
Sales originating from the website to customers located in Colorado
will automatically be assigned to Pikes Peak Acquisitions.com.
BACKGROUND ON THE MANUFACTURER AND DISTRIBUTOR
On June 9, 1999, Vitamineralherb.com entered into a manufacturing
agreement with International Formulation and Manufacturing, Inc., a
nutraceuticals manufacturing firm, located in San Diego, California.
International Formulation and Manufacturing is a contract manufacturer
of vitamin, mineral, nutritional supplement, and alternative health
products for various marketing organizations; International
Formulation and Manufacturing was recently purchased by Ives
Formulation Co which has signed an identical manufacturing agreement
with Vitamineralherb.com. In addition to a line of standard products,
Ives Formulation Co. is able to manufacture custom blended products
for customers. Ives Formulation Co. also has the capability to supply
privately labeled products for Pikes Peak Acquisitions.coms customers
at a minimal added cost.
INDUSTRY BACKGROUND
Growth of the Internet and electronic commerce. The Internet has
become an increasingly significant medium for communication,
information and commerce. According to NUA Internet Surveys, as of
February 2000, there were approximately 275.5 million Internet users
worldwide. At the IDC Internet Executive Forum held on September 28-
29, 1999, IDC stated that in 1999 US $109 billion in purchases were
impacted by the Internet. IDCs vice president, Sean Kaldor,
indicated that figure is expected to increase more than ten-fold over
the next five years to US $1.3 trillion in 1003, with $842 million
completed directly over the Web. Pikes Peak Acquisitions.com believes
that this dramatic growth presents significant opportunities for
online retailers.
The vitamin, supplement, mineral and alternative health product
market. In recent years, a growth awareness of vitamins, herbs, and
other dietary supplements by the general public has created a whole
new segment in the field of medicine and health care products.
According to Jupiter Communications, online sales of such products are
expected to be US $434 million in the year 2003, up from $1 million in
1998. Pikes Peak Acquisitions.com believes that several factors are
driving this growth, including a rapidly growing segment of the
population that is concerned with aging and disease, a growing
interest in preventative health care, favorable consumer attitudes
toward alternative health products and a favorable regulatory statute,
the Dietary Supplement Health and Education Act of 1994.
COMPETITION
The electronic commerce industry is new, rapidly evolving and
intensely competitive, and Pikes Peak Acquisitions.com expects
competition to intensify in the future. Barriers to entry are minimal
and current and new competitors can launch sites at a relatively low
cost. In addition, the vitamin, supplement, mineral and alternative
health product market is very competitive and highly fragmented, with
no clear dominant leader and increasing public and commercial
attention.
Pikes Peak Acquisitions.coms competitors can be divided into
several groups including:
- traditional vitamins, supplements, minerals and alternative
health products retailers;
- the online retail initiatives of several traditional vitamins,
supplements, minerals and alternative health products retailers;
- online retailers of pharmaceutical and other health-related
products that also carry vitamins, supplements, minerals and
alternative health products;
- independent online retailers specializing in vitamins,
supplements, minerals and alternative health products;
- mail-order and catalog retailers of vitamins, supplements,
minerals and alternative health products, some of which have already
developed online retail outlets; and
- direct sales organizations, retail drugstore chains, health food
store merchants, mass market retail chains and various manufacturers
of alternative health products.
Many of Pikes Peak Acquisitions.coms potential competitors have
longer operating histories, larger customer or user bases, greater
brand recognition and significantly greater financial, marketing and
other resources than Pikes Peak Acquisitions.com has. In addition, an
online retailer may be acquired by, receive investments from, or enter
into other commercial relationships with, larger, well-established and
well-financed companies as use of the Internet and other electronic
services increases. Competitors have and may continue to adopt
aggressive pricing or inventory availability policies and devote
substantially more resources to website and systems development than
Pikes Peak Acquisitions.com does. Increased competition may result in
reduced operating margins and loss of market share.
Pikes Peak Acquisitions.com believes that the principal competitive
factors in its market are:
- ability to attract and retain customers
- breadth of product selection;
- product pricing;
- ability to customize products and labeling;
- quality and responsiveness of customer service.
Pikes Peak Acquisitions.com believes that it can compete favorably
on these factors. However, Pikes Peak Acquisitions.com will have no
control over how successful its competitors are in addressing these
factors. In addition, with little difficulty, Pikes Peak
Acquisitions.coms online competitors can duplicate many of the
products or services offered on the Vitamineralherb.com site.
Pikes Peak Acquisitions.com believes that traditional retailers of
vitamins, supplements, minerals and other alternative health products
face several challenges in succeeding:
- Lack of convenience and personalized service. Traditional
retailers have limited store hours and locations. Traditional
retailers are also unable to provide consumers with product advice
tailored to their particular situation.
- Limited product assortment. The capital and real estate
intensive nature of store-based retailers limit the product selection
that can be economically offered in each store location.
- Lack of Customer Loyalty. Although the larger traditional
retailers often attract customers, many of these customers are only
one-time users. People are often attracted to the name brands, but
find the products are expensive. It is understood that these are
quality products and have value, but the multilevel structure of
marketing often employed by large retailers mandate high prices.
As a result of the foregoing limitations, Pikes Peak
Acquisitions.com believes there is significant unmet demand for an
alternative shopping channel that can provide consumers of vitamins,
supplements, minerals and other alternative health products with a
broad array of products and a convenient and private shopping
experience.
Pikes Peak Acquisitions.com hopes to attract and retain consumers
through the following key attributes of its business:
- Broad Expandable Product Assortment. Pikes Peak
Acquisitions.coms product selection is substantially larger than that
offered by store-based retailers.
- Low Product Prices. Product prices can be kept low due to volume
purchases through Pikes Peak Acquisitions.com affiliation with
Vitamineralherb.com and other licensees. Product prices will also be
lower due to Pikes Peak Acquisitions.coms lack of need of inventory
and warehouse space. All products are shipped from Ives Formulation
Companys inventory.
- Accessibility to Customized Products. At minimal cost, health
and fitness practitioners may offer their customers customized
products.
- Access to Personalized Programs. Health or fitness professionals
can tailor vitamin and dietary supplement regimes to their clients.
REGULATORY ENVIRONMENT
The manufacturing, processing, formulating, packaging, labeling and
advertising of the products Pikes Peak Acquisitions.com sells in
Colorado are or may be subject to regulation by the Food & Drug
Administration which administers the Federal Food, Drug, & Cosmetics
Act along with relevant regulation thereto. Regulated products
include herbal remedies, natural health remedies, functional foods and
nutraceuticals.
The manufacturing, processing, formulating, packaging, labeling and
advertising of the products Pikes Peak Acquisitions.com sells may also
be subject to regulation by one or more U.S. federal agencies,
including the Food and Drug Administration, the Federal Trade
Commission, the United States Department of Agriculture and the
Environmental Protection Agency. These activities also may be
regulated by various agencies of the states, localities and foreign
countries in which consumers reside.
The Food and Drug Administration, in particular, regulates the
formulation, manufacture, labeling and distribution of foods,
including dietary supplements, cosmetics and over-the-counter of
homeopathic drugs. Under the Federal Food, Drug, and Cosmetic Act,
the Food and Drug Administration may undertake enforcement actions
against companies marketing unapproved drugs, or adulterated or
misbranded products. The remedies available to the Food and Drug
Administration include: criminal prosecution; an injunction to stop
the sale of a companys products; seizure of products; adverse
publicity; and voluntary recalls and labeling changes.
Food and Drug Administration regulations require that certain
informational labeling be presented in a prescribed manner on all
foods, drugs, dietary supplements and cosmetics. Specifically, the
Food, Drug, and Cosmetic Act requires that food, including dietary
supplements, drugs and cosmetics, not be misbranded. A product may
be deemed an unapproved drug and misbranded if it bears improper
claims or improper labeling. The Food and Drug Administration has
indicated that promotional statements made about dietary supplements
on a companys website may constitute labeling for purposes of
compliance with the provisions of the Food, Drug, and Cosmetic Act. A
manufacturer or distributor of dietary supplements must notify the
Food and Drug Administration when it markets a product with labeling
claims that the product has an effect on the structure or function of
the body. Noncompliance with the Food, Drug, and Cosmetic Act, and
recently enacted amendments to that Act discussed below, could result
in enforcement action by the Food and Drug Administration.
The Food, Drug, and Cosmetic Act has been amended several times
with respect to dietary supplements, most recently by the Nutrition
Labeling and Education Act of 1990 and the Dietary Supplement Health
and Education Act of 1994. The Dietary Supplement Health and
Education Act created a new statutory framework governing the
definition, regulation and labeling of dietary supplements. With
respect to definition, the Dietary Supplement Health and Education Act
created a new class of dietary supplements, consisting of vitamins,
minerals, herbs, amino acids and other dietary substances for human
use to supplement the diet, as well as concentrates, metabolites,
extracts or combinations of such dietary ingredients. Generally,
under the Dietary Supplement Health and Education Act, dietary
ingredients that were on the market before October 15, 1994 may be
sold without Food and Drug Administration pre-approval and without
notifying the Food and Drug Administration. In contrast, a new
dietary ingredient, i.e., one not on the market before October 15,
1994, requires proof that it has been used as an article of food
without being chemically altered or evidence of a history of use or
other evidence of safety establishing that it is reasonably expected
to be safe. Retailers, in addition to dietary supplement
manufacturers, are responsible for ensuring that the products they
market for sale comply with these regulations. Noncompliance could
result in enforcement action by the Food and Drug Administration, an
injunction prohibiting the sale of products deemed to be non
compliant, the seizure of such products and criminal prosecution.
The Food and Drug Administration has indicated that claims or
statements made on a companys website about dietary supplements may
constitute labeling and thus be subject to regulation by the Food
and Drug Administration. With respect to labeling, the Dietary
Supplement Health and Education Act amends, for dietary supplements,
the Nutrition Labeling and Education Act by providing that statements
of nutritional support, also referred to as structure/function
claims, may be used in dietary supplement labeling without Food and
Drug Administration pre-approval, provided certain requirements are
met. These statements may describe how particular dietary ingredients
affect the structure or function of the body, or the mechanism of
action by which a dietary ingredient may affect body structure or
function, but may not state a drug claim, i.e., a claim that a dietary
supplement will diagnose, mitigate, treat, cure or prevent a disease.
A company making a statement of nutritional support must possess
substantiating evidence for the statement, disclose on the label that
the Food and Drug Administration has not reviewed the statement and
that the product is not intended for use for a disease and notify the
Food and Drug Administration of the statement within 30 days after its
initial use. It is possible that the statements presented in
connection with product descriptions on Pikes Peak Acquisitions.coms
site may be determined by the Food and Drug Administration to be drug
claims rather than acceptable statements of nutritional support. In
addition, some of Pikes Peak Acquisitions.coms suppliers may
incorporate objectionable statements directly in their product names
or on their products labels, or otherwise fail to comply with
applicable manufacturing, labeling and registration requirements for
over-the-counter or homeopathic drugs or dietary supplements. As a
result, Vitamineralherb.com may have to remove objectionable
statements or products from its site or modify these statements, or
product names or labels, in order to comply with Food and Drug
Administration regulations. Such changes could interfere with Pikes
Peak Acquisitions.coms marketing or products and could cause us to
incur significant additional expenses.
In addition, the Dietary Supplement Health and Education Act allows
the dissemination of third party literature in connection with the
sale of dietary supplements to consumers at retail if the publication
meets statutory requirements. Under the Dietary Supplement Health and
Education Act, third party literature may be distributed if, among
other things, it is not false or misleading, no particular
manufacturer or brand of dietary supplement is promoted, a balanced
view of available scientific information on the subject matter is
presented and there is physical separation from dietary supplements in
stores. The extent to which this provision may be used by online
retailers is not yet clear, and Pikes Peak Acquisitions.coms cannot
assure you that all pieces of third party literature that my be
disseminated in connection with the products Pikes Peak
Acquisitions.com offers for sale will be determined to be lawful by
the Food and Drug Administration. Any such failure could render the
involved product an unapproved drug or a misbranded product,
potentially subjecting us to enforcement action by the Food and Drug
Administration, and could require the removal of the non-compliant
literature from Vitamineralherb.coms website or the modification of
Pikes Peak Acquisitions.coms selling methods, interfering with Pikes
Peak Acquisitions.coms continued marketing of that product and
causing us to incur significant additional expenses. Given the fact
that the Dietary Supplement Health and Education Act was enacted only
five years ago, the Food and Drug Administrations regulatory policy
and enforcement positions on certain aspects of the new law are still
evolving. Moreover, ongoing and future litigation between dietary
supplement companies and the Food and Drug Administration will likely
further refine the legal interpretations of the Dietary Supplement
Health and Education Act. As a result, the regulatory status of
certain types of dietary supplement products, as well as the nature
and extent of permissible claims will remain unclear for the
foreseeable future. Two areas in particular that pose potential
regulatory risk are the limits on claims implying some benefit or
relationship with a disease or related condition and the application
of the physical separation requirement for third party literature as
applied to Internet sales.
In addition to the regulatory scheme under the Food, Drug and
Cosmetic Act, the advertising and promotion of dietary supplements,
foods, over-the-counter drugs and cosmetics is subject to scrutiny by
the Federal Trade Commission. The Federal Trade Commission Act
prohibits unfair or deceptive advertising or marketing practices,
and the Federal Trade Commission has pursued numerous food and dietary
supplement manufacturers and retailers for deceptive advertising or
failure to substantiate promotional claims, including, in many
instances, claims made via the Internet. The Federal Trade Commission
has the power to seek administrative or judicial relief prohibiting a
wide variety of claims, to enjoin future advertising, to seek redress
or restitution payments and to seek a consent order and seek monetary
penalties for the violation of a consent order. In general, existing
laws and regulations apply fully to transactions and other activity on
the Internet. The Federal Trade Commission is in the process of
reviewing its policies regarding the applicability of its rules and
its consumer protection guides to the Internet and other electronic
media. The Federal Trade Commission has already undertaken a new
monitoring and enforcement initiative, Operation Cure-All, targeting
allegedly bogus health claims for products and treatments offered for
sale on the Internet. Many states impose their own labeling or safety
requirements that differ from or add to existing federal requirements.
Pikes Peak Acquisitions.com cannot predict the nature of any future
state or Federal laws, regulations, interpretations or applications,
nor can it determine what effect additional governmental regulations
or administrative orders, when and if promulgated, would have on its
business in the future. Although the regulation of dietary
supplements is less restrictive that that of drugs and food additives,
Pikes Peak Acquisitions.com cannot assure you that the current
statutory scheme and regulations applicable to dietary supplements
will remain less restrictive. Further, Pikes Peak Acquisitions.com
cannot assure you that, under existing laws and regulations, or if
more stringent statutes are enacted, regulations are promulgated or
enforcement policies are adopted, it is or will be in compliance with
these existing or new statutes, regulations or enforcement policies
without incurring material expenses or adjusting its business
strategy. Any laws, regulations, enforcement policies,
interpretations or applications applicable to Pikes Peak
Acquisitions.coms business could require the reformulation of certain
products to meet new standards, the recall or discontinuance of
certain products not capable of reformulation, additional record
keeping, expanded documentation of the properties of certain products,
expanded or different labeling or scientific substantiation.
Regulation of the Internet. In general, existing laws and
regulations apply to transactions and other activity on the Internet;
however, the precise applicability of these laws and regulations to
the Internet is sometimes uncertain. The vast majority of such laws
were adopted prior to the advent of the Internet and, as a result, do
not contemplate or address the unique issues of the Internet or
electronic commerce. Nevertheless, numerous federal and state
government agencies have already demonstrated significant activity in
promoting consumer protection and enforcing other regulatory and
disclosure statutes on the Internet. Additionally, due to the
increasing use of the Internet as a medium for commerce and
communication, it is possible that new laws and regulations may be
enacted with respect to the Internet and electronic commerce covering
issues such as user privacy, freedom of expression, advertising,
pricing, content and quality of products and services, taxation,
intellectual property rights and information security. The adoption
of such laws or regulations and the applicability of existing laws and
regulations to the Internet may impair the growth of Internet use and
result in a decline in Pikes Peak Acquisitions.com sales.
A number of legislative proposals have been made at the federal
state and local level, and by foreign governments, that would impose
additional taxes on the sale of goods and services over the Internet,
and certain states have taken measures to tax Internet-related
activities. Although Congress recently placed a three-year moratorium
on new state and local taxes on Internet access or on discriminatory
taxes on electronic commerce, existing state or local laws were
expressly excepted from this moratorium. Further, once this
moratorium is lifted, some type of federal and/or state taxes may be
imposed upon Internet commerce. Such legislation or other attempts at
regulating commerce over the Internet may substantially impair the
growth of commerce on the Internet and, as a result, adversely affect
Pikes Peak Acquisitions.coms opportunity to derive financial benefit
from such activities.
AVAILABLE INFORMATION AND REPORTS TO SECURITIES HOLDERS
Pikes Peak Acquisitions.com has filed with the Securities and
Exchange Commission a registration statement on Form SB-2 with respect
to the common stock offered by this prospectus. This prospectus,
which constitutes a part of the registration statement, does not
contain all of the information set forth in the registration statement
or the exhibits and schedules which are part of the registration
statement. For further information with respect to Pikes Peak
Acquisitions.com and its stock, see the registration statement and the
exhibits and schedules thereto. Any document Pikes Peak
Acquisitions.com files may be read and copied at the Commissions
Public Reference Room located at 450 Fifth Street N.W., Washington
D.C. 20549, and the public reference rooms in New York, New York, and
Chicago, Illinois. Please call the Commission at 1-800-SEC-0330 for
further information about the public reference rooms. Pikes Peak
Acquisitions.coms filings with the Commission are also available to
the public from the Commissions website at http://www.sec.gov.
Upon completion of this offering, Pikes Peak Acquisitions.com will
become subject to the information and periodic reporting requirements
of the Securities Exchange Act and, accordingly, will file periodic
reports, proxy statements and other information with the Commission.
Such periodic reports, proxy statements and other information will be
available for inspection and copying at the Commissions public
reference rooms, and the website of the Commission referred to above.
MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The following discussion and analysis of Pikes Peak
Acquisitions.coms financial condition and results of operations
should be read in conjunction with the Financial Statements and
accompanying notes and the other financial information appearing
elsewhere in this Prospectus.
This prospectus contains forward-looking statements, the accuracy
of which involve risks and uncertainties. Words such as
anticipates, believes, plans, expects, future, intends and
similar expressions are used to identify forward-looking statements.
This prospectus also contains forward-looking statements attributed to
certain third parties relating to their estimates regarding the
potential markets for Vitamineralherb products. Prospective investors
should not place undue reliance on these forward-looking statements,
which apply only as of the date of this prospectus. Pikes Peak
Acquisitions.coms actual results could differ materially from those
anticipated in these forward-looking statements for many reasons,
including the risks faced by Pikes Peak Acquisitions.com described in
Risk Factors and elsewhere in this prospectus. The following
discussion and analysis should be read in conjunction with Pikes Peak
Acquisitions.coms Financial Statements and Notes thereto and other
financial information included elsewhere in this prospectus.
RESULTS OF OPERATIONS
During the period from June 1, 1999 (date of inception) through
July _21_, 2000, Pikes Peak Acquisitions.com has engaged in no
significant operations other than organizational activities,
acquisition of the rights to market Vitamineralherb and preparation
for registration of its securities under the Securities Act of 1933,
as amended. No revenues were received by Pikes Peak Acquisitions.com
during this period.
For the current fiscal year, Pikes Peak Acquisitions.com
anticipates incurring a loss as a result of organizational expenses,
expenses associated with registration under the Securities Act of
1933, and expenses associated with setting up a company structure to
begin implementing its business plan. Pikes Peak Acquisitions.com
anticipates that until these procedures are completed, it will not
generate revenues, and may continue to operate at a loss thereafter,
depending upon the performance of the business.
Pikes Peak Acquisitions.coms business plan is to determine the
feasibility of marketing the Vitamineralherb products in various
markets, and, if the products prove to be in demand, begin marketing
and selling Vitamineralherb products.
LIQUIDITY AND CAPITAL RESOURCES
Pikes Peak Acquisitions.com remains in the development stage and,
since inception, has experienced no significant change in liquidity or
capital resources or shareholders equity. Consequently, Pikes Peak
Acquisitions.coms balance sheet as of March 31, 2000, reflects total
assets of $0.00, in the form of a license and capitalized
organizational costs. Organizational expenses of $2,500.00 were paid
for by the original shareholders and expensed to operations.
Pikes Peak Acquisitions.com expects to carry out its plan of
business as discussed above. Pikes Peak Acquisitions.com has no
immediate expenses, other than the $2,500.00 of organizational
expenses incurred and paid by the original shareholders on behalf of
the Company and $11,010.56 of additional expenses to be incurred. Mr.
Beehner and Dorothy A. Mortenson will serve in their capacity as
officers and directors of Pikes Peak Acquisitions.com without
compensation until a market is developed for the Vitamineralherb
products.
In addition, Pikes Peak Acquisitions.com may engage in a
combination with another business. Pikes Peak Acquisitions.com cannot
predict the extent to which its liquidity and capital resources will
be diminished prior to the consummation of a business combination or
whether its capital will be further depleted by the operating losses
(if any) of the business entity with which Pikes Peak Acquisitions.com
may eventually combine. Pikes Peak Acquisitions.com has engaged in
discussions concerning potential business combinations, but has not
entered into any agreement for such a combination.
Pikes Peak Acquisitions.com will need additional capital to carry
out its business plan or to engage in a business combination. No
commitments to provide additional funds have been made by management
or other shareholders. Accordingly, there can be no assurance that
any additional funds will be available on terms acceptable to Pikes
Peak Acquisitions.com or at all. Pikes Peak Acquisitions.com has no
commitments for capital expenditures.
DESCRIPTION OF PROPERTY
Pikes Peak Acquisitions.com currently maintains limited office
space, occupied by J.P. Beehner, for which it pays no rent. Its
address is 3030 FM 518, Apt 221, Pearland, TX 77584-7817 and its phone
number is 713-436-2787. Pikes Peak Acquisitions.com does not believe
that it will need to obtain additional office space at any time in the
foreseeable future until its business plan is more fully implemented.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Director, officer and shareholder, Dorothy A. Mortenson, is the
wife of David R. Mortenson, the principal manager of David R.
Mortenson and Associates, the licensor of the Companys right to
market Vitamineralherb.com Corp.s products in the State of Colorado.
Payments to Vitamineralherb.com may exceed $60,000.00.
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
No established public trading market exists for Pikes Peak
Acquisitions.coms securities. Pikes Peak Acquisitions.com has no
common equity subject to outstanding purchase options or warrants.
Pikes Peak Acquisitions.com has no securities convertible into its
common equity. There is no common equity that could be sold pursuant
to Rule 144 under the Securities Act or that Pikes Peak
Acquisitions.com has agreed to register under the Securities Act for
sale by shareholders. Except for this offering, there is no common
equity that is being, or has been publicly proposed to be, publicly
offered by Pikes Peak Acquisitions.com.
As of March 31, 2000, there were 4,500,000 shares of common stock
outstanding, held by 12 shareholders of record. Upon effectiveness of
the registration statement that includes this prospectus, 34% of Pikes
Peak Acquisitions.coms outstanding shares will be eligible for sale.
To date Pikes Peak Acquisitions.com has not paid any dividends on
its common stock and does not expect to declare or pay any dividends
on its common stock in the foreseeable future. Payment of any
dividends will depend upon Pikes Peak Acquisitions.coms future
earnings, if any, its financial condition, and other factors as deemed
relevant by the Board of Directors.
EXECUTIVE COMPENSATION
No officer or director has received any remuneration for Pikes Peak
Acquisitions.com. Although there is no current plan in existence, it
is possible that Pikes Peak Acquisitions.com will adopt a plan to pay
or accrue compensation to its officers and directors for services
related to the implementation of Pikes Peak Acquisitions.coms
business plan. Pikes Peak Acquisitions.com has no stock option,
retirement, incentive, defined benefit, actuarial, pension or profit-
sharing programs for the benefit of directors, officers or other
employees, but the Board of Directors may recommend adoption of one or
more such programs in the future. Pikes Peak Acquisitions.com has no
employment contract or compensatory plan or arrangement with any
executive officer or Pikes Peak Acquisitions.com. The directors
currently do no receive any cash compensation from Pikes Peak
Acquisitions.com for their services as members of the Board of
Directors. There is no compensation committee, and no compensation
policies have been adopted. See Certain Relationships and Related
Transactions.
Pikes Peak Acquisition.com, Inc.
(A Development stage Company)
Independent Auditors Report F-1
Balance Sheets F-2
Statements of Operations F-3
Statements of Cash Flows F-4
Statement of Stockholders Equity F-5
Notes to the Financial Statements F7-F-9
Independent Auditors Report
To the Board of Directors
Pikes Peak Acquisition.com, Inc.
(A Development Stage Company)
We have audited the accompanying balance sheet of Pikes Peak
Acquisition.com Inc. (A Development Stage Company) as of March 31,
2000 and December 31, 1999 and the related statements of operations,
stockholders equity and cash flows for the period from June 1, 1999
(Date of Inception) to March 31, 2000 and the periods from June 1,
1999 (Date of Inception) to December 31, 1999 and the three months
ended March 31, 2000. These financial statements are the
responsibility of the Companys management. Our responsibility is to
express an opinion on these financial statements based on our audit.
We conducted our audits in accordance with U.S. generally accepted
auditing standards. Those standards require that we 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. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, the aforementioned financial statements present
fairly, in all material respects, the financial position of Pikes Peak
Acquisition.com Inc. (A Development Stage Company), as of March 31,
2000 and December 31, 1999, and the results of its operations and its
cash flows for the period from June 1, 1999 (Date of Inception) to
March 31, 2000 and the periods from June 1, 1999 (Date of Inception)
to December 31, 1999 and the three months ended March 31, 2000, in
conformity with U.S. generally accepted accounting principles.
The accompanying financial statements have been prepared assuming the
Company will continue as a going concern. As discussed in Note 1 to
the financial statements, the Company has not generated any revenues
or conducted any operations since inception. These factors raise
substantial doubt about the Companys ability to continue as a going
concern. Managements plans in regard to these matters are also
discussed in Note 1. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
Elliott, Tulk, Pryce,Anderson
CHARTERED ACCOUNTANTS
Vancouver, Canada
May 8, 2000
Pikes Peak Acquisition.com Inc.
(Development Stage Company)
Balance Sheets
(expressed in U.S. dollars)
March 31December 31
2000 1999
$ $
Asset
Licenses (Note 3)
Liabilities and Stockholders Equity
Current Liabilities
Accounts Payable 1,200 1,200
Accrued offering costs 12,000 -
13,200 1,200
Contingent Liability (Note 1)
Stockholders Equity
Common Stock, 25,000,000 shares authorized with a par value
of $.001; 4,500,000 shares issued and outstanding
4,500 4,500
Additional Paid-in Capital 145 145
4,645 4,645
Deficit Accumulated During the Development Stage (17,845) (5,845)
(13,200) (1,200)
(The accompanying notes are an integral
part of the financial statements)
Pikes Peak Acquisitions.com
(A Development Stage Company)
Statements of Operations
(expressed in U.S. dollars)
<TABLE>
<CAPTION>
From June 1, 1999 For the three From June 1, 1999
(Date of Inception) months ended (Date of Inception)
to March 31, 2000 March 31, 2000 to December 31,1999
$ $ $
<S> <C> <C> <C>
Revenues
Expenses
Amortization of license 1,000 - 1,000
License written-off 1,000 - 1,000
Offering costs 12,000 12,000 -
Organization expenses 2,645 - 2,645
Transfer agent 17,845 12,000 5,845
Net Loss (17,845) (12,000) (5,845)
</TABLE>
(The accompanying notes are an integral
part of the financial statements)
Pikes Peak Acquisitions.com
(A Development Stage Company)
Statements of Cash Flows
(expressed in U.S. dollars)
<TABLE>
<CAPTION>
From June 1, 1999 For the three From June 1, 1999
(Date of Inception) months ended (Date of Inception)
to March 31, 2000 March 31, 2000 to December 31,1999
$ $ $
<S> <C> <C> <C>
Cash Flows to Operating Activities
Net Loss (17,845) (12,000) (5,845)
Non cash items
Expenses not paid with cash 2,645 - 2,645
Accounts payable 1,200 - 1,200
Accrued offering costs 12,000 12,000 -
Amortization of license 1,000 - 1,000
License written-off 1,000 - 1,000
Net Cash Used by Operating Activities _____ _____ _____
_____ _____ _____
Cash Flows from Financing Activities
Increase in shares issued - - -
Net Cash provided by Financing Activities _____ _____ _____
Change in Cash _____ _____ _____
Cash beginning of period - - -
Cash end of period _____ _____ _____
Non-Cash Financing
A total of 2,000,000 shares were
issued at a fair market value of
$0.001 per share for the acquisition
of a License (Note 3) 2,000 - 2,000
Organization costs paid for by
a director for no consideration
treated as additional paid in
capital 145 - 145
2,145 _____ 2,145
Supplemental Disclosures
Interest paid - - -
Income tax paid - - -
</TABLE>
(The accompanying notes are an integral
part of the financial statements)
Pikes Peak Acquisitions.com
(A Development Stage Company)
Statements of Stockholders Equity
From June 1, 1999 (Date of Inception) to March 31, 2000
(expressed in U.S. dollars)
<TABLE>
<CAPTION>
Deficit
Accumulated
Additional During the
Common Stock Paid-in Development
Shares Amount Capital Total Stage
$ $ $ $ $
<S> <C> <C> <C> <C> <C>
Balance June 1, 1999
( Date of Inception) - - - -
Stock issued for $2,500 of
organizational expenses 2500000 2500 - 2,500 -
Additional paid in capital for
organizational expenses
incurred by a director on
behalf of the Company - - 145 145 -
Stock issued for The Biocatalyst
License at a fair market value
of $0.001 per share 2000000 2000 - 2,000 -
Net loss for the period - - - - (5,845)
Balance December 31, 1999 4500000 4,500 145 4,645 (5,845)
Net loss for the period - - - - (12,000)
Balance March 31, 2000 4500000 4,500 145 4,645 (17,845)
</TABLE>
(The accompanying notes are an integral
part of the financial statements)
Pikes Peak Acquisitions.com
(A Development Stage Company)
Notes to the Financial Statements
(expressed in U.S. dollars)
1. Development Stage Company
Pikes Peak Acquisition.com Inc. herein (the Company) was
incorporated in the State of Nevada, U.S.A. on June 1, 1999. The
Company acquired a license to market and distribute a product in
the State of New York. As discussed in Note 3, this license is in
jeopardy and the Company has retained the right to sue the vendor.
As a replacement for this license, the Company was granted
additional rights to market and distribute vitamins, minerals,
nutritional supplements, and other health and fitness products in
the State of Colorado. The grantor of the license offers these
products for sale from various suppliers on their Web Site. See
Note 4 regarding related party transactions.
In a development stage company, management devotes most of its
activities in investigating business opportunities. Planned
principal activities have not yet begun. The ability of the
Company to emerge from the development stage with respect to any
planned principal business activity is dependent upon its
successful efforts to raise additional equity financing and find an
appropriate merger candidate. There is no guarantee that the
Company will be able to raise any equity financing or find an
appropriate merger candidate There is substantial doubt regarding
the Companys ability to continue as a going concern.
2. Summary of Significant Accounting Policies
(a) Year end
The Companys fiscal year end is December 31.
(b) Licenses
Costs to acquire licenses are capitalized as incurred. These
costs will be amortized on a straight-line basis over their
remaining estimated useful lives.
(c) Cash and Cash Equivalents
The Company considers all highly liquid instruments with a
maturity of three months or less at the time of issuance to be
cash equivalents.
(d) Use of Estimates
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the periods.
Actual results could differ from those estimates.
3.
Licenses
(a) On July 1, 1999 the Company acquired a license for a produce
called Biocatalyst. The Company has the exclusive right to distribute
and market the product under a private label in the State of New York
for a period of three years expiring July 1, 2002. Biocatalyst is an
oxygen-enriched water product used to enhance the growth of microbes
in soils located underground. The Company issued 2,000,000 shares at
a fair market value of $001 or $2,000. The shares were issued to the
licensor who are members of a partnership and whose general partner is
also a spouse of a director and officer of the Company. Once the
Company purchases a minimum of 5,000 gallons of product for a minimum
period of six consecutive months, then a license will be granted to
the Company to produce the product in a location to be mutually agreed
upon. A producer license will also be granted if the Company can
demonstrate its financial capability, pay the licensor a one-time fee
of $25,000 , an additional one-time payment of $10,000 to reimburse
unspecified expenses, and pay minimum annual royalties of $20,000. If
no producing license is granted then the Company is committed to
purchase $125,000 of Biocatalyst product by July 1, 2000 and a further
$175,000 of Biocatalyst product by July 1, 2001, to retain its
distribution license.
The current price for Biocatalyst is $2.00 per gallon. Mortenson
& Associates may change the price on 10 days notice. The
license is amortized to operations over one year starting July 1,
1999.
The Companys right to use this license is in jeopardy due to a
lawsuit between the vendor of the license and the original owner.
As a result the unamortized balance of $1,000 has been written
off to operations. The Company and its shareholder have the
right to sue for breach of contract.
(b) As a replacement for the above license, at no additional cost,
the Company was granted additional rights to market vitamins,
minerals, nutritional supplements and other health and fitness
products through the Grantors Web Site. The Company desires to
market these products to medical practitioners, alternative health
professionals, martial arts studios and instructors, sports and
fitness trainers, other health and fitness practitioners, school and
other fund raising programs and other similar types of customers in
the State of Colorado. The license was acquired on February 14, 2000
for a term of three years. The Company must pay an annual fee of $500
for maintenance of the Grantors Web Site commencing on the
anniversary date. The Grantor of the license retains 10% of the gross
sales.
March 31, December 31,
2000 1999
$ $
License Biocatalyst
Cost 2,000 2,000
Less accumulated amortization (1,000) (500)
Less amount written-off (1,000) (1,500)
4. Related Party Transaction
The Licenses referred to in Note 3 were sold to the Company by a
partnership whose general manager is the spouse of the
Secretary/Treasurer of the Company and a director for consideration
of 2,000,000 shares for total fair market consideration of $2,000,
being the transferors cost of such license. These shares were
paid evenly to the ten partners. The replacement license was also
owned by the same partnership.
PART II INFORMATION NOT REQUIRED IN PROSPECTUS
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Pikes Peak Acquisitions.coms Articles of Incorporation
provide that it must indemnify its directors to the fullest
extent permitted under Nevada law against all monetary damages
for an act or omission in the directors capacity as a director
of the Company. The effect of these provisions is potentially to
indemnify Pikes Peak Acquisitions.coms directors from all costs
and expenses of liability incurred by them in connection with any
action, suit or proceeding in which they are involved by reason
of their affiliation with Pikes Peak Acquisitions.com. Pursuant
to Nevada law and the Articles of Incorporation, a corporation
may indemnify a director, provided that such indemnification
shall not apply to the extent the director is found liable for:
(i) a breach of such directors duty of loyalty to the
corporation or its shareholders; (ii) an act or omission not in
good faith that constitutes a breach of duty of such director to
the corporation or an act of omission that involves intentional
misconduct or a knowing violation of law; (iii) a transaction
from which such director received an improper benefit, whether or
not such benefit resulted from an action taken within the scope
of the directors office; or (iv) an act or omission from which
the liability of a director is expressly provided by an
applicable statute.
The Bylaws of Pikes Peak Acquisitions.com filed as Exhibit
3.2, provide that it will indemnify its directors and officers
for costs and expenses incurred in connection with the defense of
actions, suits, or proceedings against them on account of their
being or having been directors or officers of Pikes Peak
Acquisitions.com, absent a finding of negligence or misconduct in
office. Pikes Peak Acquisitions.coms Bylaws also permit it to
maintain insurance on behalf of its officers, directors,
employees and agents against any liability asserted against and
incurred by that person whether or not Pikes Peak
Acquisitions.com has the power to indemnify such person against
liability for any such acts.
OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The securities are being registered for the account of selling
shareholders, and all of the following expenses will be borne by
such shareholders. The amounts set forth are estimates except
for the SEC registration fee:
Amount to
be Paid
SEC registration fee $ 10.56
Printing and engraving expenses 1000.00
Attorneys fees and expenses 8,000
Accountants fees and expenses 1,500
Transfer agents and registrars fees and expenses 500
Total $ 11010.56
The Registrant will bear all expenses shown above.
RECENT SALES OF UNREGISTERED SECURITIES
Set forth below is information regarding the issuance and
sales of Pikes Peak Acquisitions.coms securities without
registration since its formation. No such sales involved the use
of an underwriter and no commissions were paid in connection with
the sale of any securities.
a. On June 18, 1999, Pikes Peak Acquisitions.com issued
2,500,000 shares of common stock to two shareholders in
satisfaction of certain organizational costs (approximately
$2,500.00) and activities performed by the shareholders. The
issuance of the shares were exempt from registration under Rule
506 of Regulation D, and sections 3(b) and 4(2) of the Securities
Act of 1933, due to the shareholders being Pikes Peak
Acquisitions.coms founders and serving as its initial
management, and the limited number of investors (two).
b. On July 1, 1999, Pikes Peak Acquisitions.com issued a total
of 2,000,000 shares of common stock to ten shareholders, one of
whom is the general partner, and nine of whom are investor
participants in the licensor of Pikes Peak Acquisitions.coms
Biocatalyst rights. The issuance of the common stock was exempt
from registration under Rule 504 of Regulation D and section 3(b)
of the Securities Act of 1933. Pikes Peak Acquisitions.coms
shares were valued at $0.001 per share, and they were issued to
accredited investors according to an exemption from registration
under Texas law that permits general solicitation and general
advertising so long as sales are made only to accredited
investors. If the exemption under Rule 504 of Regulation D is
not available, Pikes Peak Acquisitions.com believes that the
issuance was also exempt under Rule 506 of Regulation D and
section 3(b) and 4(2) under the Securities Act of 1933, due to
the limiting manner of the offering, promptly filing notices of
sale, and limiting the issuance of shares to a small number of
accredited investors (ten).
c. On February 15, 2000, four of the shareholders described in
(b) above transferred their shares to four other individuals.
These four selling shareholders received consideration of $200.00
each for their shares. The purchasers represented and warranted
to the Sellers that Purchasers were accredited investors as
that term is defined in Rule 501 of Regulation D under the
Securities Act of 1933.
EXHIBITS
The following exhibits are filed as part of this Registration
Statement:
Exhibit
Number Description
3.1 Articles of Incorporation
3.2 Bylaws
4.2 Stock Subscription Agreement
5.1 Opinion re: legality
10.1 License Agreement
23.1 Consent of Independent Auditors
23.2 Consent of Counsel (see Exhibit 5.1)
27.1 Financial Data Schedule
UNDERTAKINGS
The Registrant hereby undertakes that it will:
(1) File, during any period in which it offers or sells
securities, a post-effective amendment to this registration
statement to:
(i) Include any prospectus required by section 10(a) (3) of the
Securities Act;
(ii) Reflect in the prospectus any facts or events which,
individually or together, represent a fundamental change in the
information in the registration statement; and
(iii) Include any additional or changed material information
on the plan of distribution.
(2) For determining liability under the Securities Act, treat
each post-effective amendment as a new registration statement of
the securities offered, and the Offering of the securities at
that time to be the initial bona fide Offering.
(3) File a post-effective amendment to remove from registration
any of the securities that remain unsold at the end of the
Offering.
(4) Provide to the Underwriters at the closing specified in the
underwriting agreement certificates in such denominations and
registered in such names as required by the Underwriters to
permit prompt delivery to each purchaser.
(5) For determining any liability under the Securities Act,
treat the information omitted from the form of prospectus filed
as part of this registration statement in reliance upon Rule 430A
and contained in a form of prospectus filed by the registrant
pursuant to Rule 424(b) (1) or (4) or 497(h) under the Securities
Act as part of this registration statement as of the time the
Commission declared it effective.
(6) For determining any liability under the Securities Act,
treat each post-effective amendment that contains a form of
prospectus as a new registration statement for the securities
offered in the registration statement, and the offering of the
securities at that time as the initial bona fide Offering of
those securities.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of
the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Securities Act and will be governed by the final adjudication
of such issue.
SIGNATURES
In accordance with the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
SB-2 and authorized this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the
City of Pearland, Texas on July _21_, 2000.
Pikes Peak Acquisitions.com
By:/s/ J.P. Beehner
J.P. Beehner, President
In accordance with the requirements of the Securities Act of
1933, this registration statement has been signed by the
following persons in the capacities and on the dates stated.
Signature Title Date
/s/ J.P. Beehner President and Director July _21, 2000
J.P. Beehner
/s/Dorothy A. Mortenson Secretary/Treasurer, Director July _21,2000
Dorothy A. Mortenson
LIST OF EXHIBITS
The following exhibits are filed as part of this Registration
Statement:
Exhibit
Number Description
3.1 Articles of Incorporation
3.2 Bylaws
4.2 Stock Subscription Agreement
5.1 Opinion re: legality
10.1 License Agreement
23.1 Consent of Independent Auditors
23.3 Consent of Counsel (see Exhibit 5.1)
27.1 Financial Data Schedule
Exhibit 5.1
Pikes Peak Acquisitions.com, Inc.
3030 FM 518, Apt. #221
Pearland, Texas 77584-7818
Re: Pikes Peak Acquisitions.com, Inc. Registration Statement on
Form SB-2
Dear Sirs:
I have acted as counsel for Pikes Peak Acquisitions.com, Inc.,
a Nevada corporation (the Company), in connection with the
preparation of the Registration Statement on Form SB-2 (the
Registration Statement) filed with the Securities and Exchange
Commission (the Commission) pursuant to the Securities Act of
1933 (the Act), relating to the public offering (the
Offering) of up to 4,000,000 shares (the Shares) of the
Companys common stock at a par value of $0.01 per Share. This
opinion is being furnished pursuant to Item 601(b) (5) of
Regulation S-K of the Act.
In rendering the opinion set forth below, I have reviewed (a)
the Registration Statement and the exhibits thereto, (b) the
Companys Articles of Incorporation, (c) the Companys Bylaws,
(d) certain records of the Companys corporate proceedings as
reflected in its minute books, and (e) such statutes, records and
other documents as I have deemed relevant. In my examination I
have assumed the genuiness of all signatures, the authenticity of
all documents submitted to me as originals and conformity with
the originals of all documents submitted to me as copies thereof.
In addition, I have made other examinations of law and fact as I
have deemed relevant in order to form a basis for the opinion
hereafter expressed.
Based on the foregoing, I am of the opinion that those shares
of the existing shareholders are validly issued, fully paid and
non-assessable.
I am also of the opinion that if and when the Registration
Statement should become effective, all shares sold to the public
through the use of the Registration Statement and the Prospectus
contained therein, will be validly issued, fully paid and non-
assessable.
I hereby consent to the use of this opinion as an Exhibit to
the Registration Statement and to all references to this Firm
under the caption Interests of Named Experts and Counsel in the
Registration Statement.
Respectfully,
Edward T. Block, P.S.
/s/ Edward T. Block
Edward T. Block
Exhibit 4.2
Subscription Agreement
PIKES PEAK ACQUISITIONS. COM INC.
To: Company Name
The Undersigned hereby subscribes for __________ shares (the
"Shares") of Common Stock (the "Common Stock") of PIKES PEAK
ACQUISITIONS.COM INC. (the "Company") at $.001 per Share.
Pursuant to discussions with management of the Company regarding
the specific business plans of the Company, the undersigned
acknowledges that he fully understands that (i) the Company is a
start-up company and is not currently conducting any business but
does have specific business plans; (ii) following completion of
its current financing, the Company will have approximately
7,100,000 shares of Common Stock issued and outstanding; and
(iii) the Shares are being offered pursuant to an exemption from
registration under Rule 504 of Regulation D promulgated under the
Securities Act of 1933, as amended (the "Act"). It is further
acknowledged that the Undersigned: (i) is not relying upon any
representations other than those specifically made by officers or
representatives of the Company and (ii) has had access to the
Company's officers and directors for purposes of obtaining any
information requested by the Undersigned.
The Undersigned represents that he has the financial and business
acumen to properly evaluate the risks and merits of this
investment
_________ The Subscriber represents that he is an "accredited
investor" as such term is defined in Rule 501 of Regulation D
promulgated under the Act. The definition of "accredited
investor" is set below.
_________ The Subscriber represents that he is not an accredited
investor.
_________ The Subscriber represents that he is not a resident of
the United States.
The definition of an "accredited investor" includes the
following:
- An individual having a net worth or a combined net worth
with a spouse at the time of purchase in excess of $1,000,000.
- An individual whose net income was in excess of $200,000 in
each of the two most recent years, or whose joint income with a
spouse was in excess of $300,000 in each of those years, and who
reasonably expects his net income to reach such level in the
current year.
- A corporation, partnership, Massachusetts or similar
business trust, or organization described in Section
501(c)(3) of the Internal Revenue Code of 1986, as amended
(tax exempt organization), not formed for the specific
purpose of acquiring the Securities, having total assets in
excess of $5,000,000.
- A bank, savings and loan association or other similar
institution (as defined in Sections 3(a)(2) and 3(a)(5)(A) of the
1933 Act).
- An insurance company (as defined in Section 213 of the 1933
Act),
- An investment company registered under the Investment
Company Act of 1940 (the "Investment Company Act").
- A business development company (as defined in Section 2(a)
(48) of the Investment Company Act) or a private business
development company (as defined in Section 202(a) (22) of the
Investment Advisers Act of 1940).
- A Small Business Investment Company licensed by the U.S.
Small Business Administration under Sections 301 (c) or (d) of
the Small Business Investment Act of 1958.
- A broker or dealer registered pursuant to Section 15 of the
Securities Exchange Act of 1934, as amended.
- A plan established and maintained by a state, its political
subdivisions, or any agency or instrumentality of a state or its
political subdivisions for the benefit of its employees, which
plan has total assets in excess of $5,000,000.
- An employee benefit plan within the meaning of the Employee
Retirement Income Security Act of 1974 ("ERISA"), if the
investment decision is made by a "plan fiduciary", as defined in
section 3 (21) of ERISA, which is either a bank, savings and loan
association, insurance company or registered investment adviser.
- An employee benefit plan within the meaning of ERISA having
total assets in excess of $5,000,000.
- A self-directed employee benefit plan within the meaning of
ERISA, with investment decisions made solely by persons who
are accredited investors as defined in Rule 501(a) of
Regulation D.
- A trust with total assets in excess of $5,000,000 not formed
for the specific purpose of acquiring the Securities offered
hereby, whose purchase is directed by a sophisticated person
(i.e., a person who has such knowledge and experience in
financial and business matters that he is capable of
evaluating the merits and risks of an investment in the
Securities).
- Any entity in which all of the equity owners are accredited
investors.
In addition, the undersigned represents that he is acquiring
Shares for investment purposes only, with no intention of
reselling or further distributing such Shares, and that the
Shares will not be transferred or otherwise resold by him except
in compliance with the Act, and any applicable state or other
local acts. The Company reserves the right to modify the
suitability requirements for potential investors in order for the
offering to comply with the requirements of the Act and all
applicable state and other local acts.
Assumption Of Risks: The undersigned can bear the full
economic risk of this investment, including the possible total
loss thereof. Further, the undersigned acknowledges that this
investment is currently illiquid and may continue as such for an
indeterminate period of time.
Transfer Restrictions:This purchase is for investment purposes only, with
no present view towards the resale or other subsequent distribution of all or
any part of the Shares being purchased. The undersigned represents that no
resale or transfer shall be attempted other than in full compliance with all of
the then applicable federal and or state or other local statutes and rules.
It is understood that a transfer restriction notice may be prominently placed
upon the Certificates for Shares if such is required in the state or other
locale in which the subscriber resides.
If this subscription is rejected by the Company, in whole or in
part, for any reason, all funds will be returned, without
interest or deduction of any kind, within twelve business days of
such rejection.
Printed Name:
(Please print clearly)
Signature:
Date: __________________, 2000
SS#: _______________________
Address:
City:_____________________ State:_______Zip:________
ARTICLES OF INCORPORATION
OF
PIKES PEAK ACQUISITIONS.COM INC.
The undersigned natural person of the age of eighteen
years or more, acting as incorporator of a corporation under and
pursuant to the laws of the State of Nevada, hereby adopts the
following Articles of Incorporation for such corporation:
ARTICLE I
The name of the corporation is PIKES PEAK ACQUISITIONS.COM
INC.
ARTICLE II
The principal office of this corporation is to be at 50
West Liberty Street, Suite 880, Reno 89501, State of Nevada.
The Nevada Agency and Trust Company is hereby named as Resident
Agent of this corporation and in charge of its said office in
Nevada. The registered office is the same as the principal
office.
ARTICLE III
The nature of the business, objects and purposes to be
transacted, promoted, or carried on by the corporation are:
1. To conduct any lawful business, to promote any lawful
purpose, and to engage in any lawful act or activity for which
corporations maybe organized under the General Corporation Law of
the State of Nevada and to act in every kind of fiduciary
capacity. and generally to do all things necessary or convenient
which are incident to or which a natural person might or could
do.
2. To purchase, receive, take by grant, gift, devise,
bequest, or otherwise. lease, or otherwise acquire, own, hold,
improve, employ, use and otherwise deal in and with real or
personal property, or any interest therein, wherever situated,
and to sell, convey, lease, exchange, transfer or otherwise
dispose of, or mortgage or pledge, all or any of its property and
assets, or any interests therein, wherever situated.
1. 3. To engage generally in the real estate business as
principal, and in any lawful capacity, and generally to take,
lease, purchase, or otherwise acquire, and to own, use, hold,
sell, convey, exchange, lease, mortgage, work, clear, improve,
develop, divide, and otherwise handle, manage, operate, deal in
and dispose of mining claims, oil leases, oil and gas wells, real
estate, real property, lands, multiple-dwelling structures,
houses, buildings and other works and any interest or right
therein; to take, lease, purchase or otherwise handle or acquire,
and to own, use, hold, sell, convey, exchange, hire, lease,
pledge, mortgage, and otherwise handle, and deal in and dispose
of, as principal agent or in any lawful capacity, such personal
property, chattels, chattels real, rights, easements, privileges,
causes in action, notes, bonds, mortgages, and securities as may
lawfully be acquired, held or disposed of and to acquire,
purchase, sell, assign, transfer, dispose of and generally deal
in and with as principal, agent, broker, and in any lawful
capacity, mortgages and other interests in real, personal, and
mixed properties; to carry on a general oil exploration, mining
exploration and management business as principal, agent,
representative, contractor, sub-contractor, and in any other
lawful capacity. To manufacture, purchase or acquire in any
lawful manner and to hold, own, mortgage, pledge, sell, transfer,
or in any manner dispose of, and to deal and trade in goods,
wares, merchandise, and property of any and every class and
description, and in any part of the world.
4. To apply for, register, obtain, purchase, lease, take
licenses in respect of or otherwise acquire, and to hold, own,
use, operate, develop, enjoy, turn to account, grant licenses and
immunities in respect of, manufacture under and to introduce,
sell, assign, mortgage, pledge or otherwise dispose of and, in
any manner deal with and contract with reference to:
1. Inventions, devices, formulas, processes, improvements
and modifications thereof;
2. Letters patent, patent rights, patented processes,
rights, designs, and similar rights, trademarks, trade
names, trade symbols and other indications or origin and
ownership granted by or recognized under the laws of the
United States of America, any state or subdivision
thereof, and any commonwealth, territory, possession,
dependency, colony, possession agency or instrumentality
of the United States of America and of any foreign
country, and all rights connected therewith or
appertaining thereto.
3. Franchises, licenses, grants and concessions.
5. To make, enter into, perform and carry out contracts of
every kind and description with any person, firm, association,
corporation or government or agency or instrumentality thereof.
1. 6. To lend money in furtherance of its corporate
purposes and to invest and reinvest its funds from time to time
to such extent, to such persons, firms, associations,
corporations, governments or agencies or instrumentalities
thereof, and on such terms and on such security, if any, as the
Board of Directors of the corporation may determine and direct
any officer to complete.
7. To borrow money without limit as to amount and at such
rates of interest as it may determine; from time to time to issue
and sell its own securities, including its shares of stock,
notes, bonds, debentures, and other obligations, in such amounts,
on such terms and conditions, for such purposes and for such
prices, now or hereafter permitted by the laws of the State of
Nevada and by the Board of Directors of the corporation as they
may determine; and to secure any of its obligations by mortgage,
pledge or other encumbrance of any or all of its property,
franchises and income.
8. To be a promoter or manager of other corporations of any
type or kind; and to participate with others in any corporation,
partnership, limited partnership, joint venture, or other
association of any kind, or in any transaction, undertaking or
arrangement which the corporation would have power to conduct by
itself, whether or not such participation involves sharing or
delegation of control with or to others.
9. To promote and exercise all or any part of the foregoing
purposes and powers in and all parts of the world, and to conduct
its business in all or any branches in any lawful capacity.
The foregoing enumeration of specific purposes and powers
shall not be held to limit or restrict in any manner the
purposes and powers of the corporation by references to or
inference from the terms or provisions of any other
clause, but shall be regarded as independent purposes.
ARTICLE IV
The aggregate number of shares which the corporation shall
have authority to issue is Twenty-five million shares of common
stock having a par value of $0.001 each.
No shareholder of the corporation shall have the right of
cumulative voting at any election of directors or upon any other
matter.
No holder of securities of the corporation shall be
entitled as a matter of right, preemptive or otherwise, to
subscribe for or purchase any securities of the corporation now
or hereafter authorized to be issued, or securities held in the
treasury of the corporation, whether issued or sold for cash or
other consideration or as a share dividend or otherwise. Any
such securities may be issued or disposed of by the board of
directors to such persons and on such terms as in its discretion
it shall deem advisable.
ARTICLE V
Any action required to, or that may, be taken at any
annual or special meeting of shareholders may be taken without a
meeting, without prior notice and without a vote, if a consent or
consents in writing, setting forth the action so taken, shall be
signed by the holder or holders of shares having not less than
the minimum number of votes that would be necessary to take such
action at a meeting at which the holders of all shares entitled
to vote on the action were present and voted.
ARTICLE VI
The members of the governing board shall be styled DIRECTORS and
the number of such Directors shall be not less than one (l), or
more than five (5). The first board of directors shall be 2.
Members whose names and post office addresses are as follows:
J. P. Beehner
PO Box 2370
Alvin TX 77512-2370
Dorothy A. Mortenson
PO Box 5034
Alvin TX 77512-5034
ARTICLE VII
The initial number of stockholders will be 2. Additional
stockholders may be obtained. The number of directors may be
changed as provided in N.R.S. 78.330.
ARTICLE VIII
A. No director of the corporation shall be liable to the
corporation or any of its shareholders for monetary damages for
an act or omission in the director's capacity as a director,
except that this Article VIII shall not authorize the elimination
or limitation of liability of a director of the corporation to
the extent the director is found liable for: (i) a breach of such
director's duty of loyalty to the corporation or its
shareholders; (ii) an act or omission not in good faith that
constitutes a breach of duty of such director to the corporation
or an act or omission that involves intentional misconduct or a
knowing violation of the law; (iii) a transaction from which such
director received an improper benefit, whether or not the benefit
resulted from an action taken within the scope of the director's
office; or (iv) an act or omission for which the liability of a
director is expressly provided by an applicable statute.
B. The capital stock of this corporation after the amount of
the subscription price or par value has been paid in, shall not
be subject to assessment to pay debts of this corporation and no
stock issued as fully paid up shall ever be assessable or
assessed and the Articles of Incorporation shall not be amended
in this particular.
ARTICLE IX
This corporation is to have perpetual existence.
Dorothy A. Mortenson, the undersigned, being the original
incorporator for the purpose of forming a corporation to do
business both within and without the state of Nevada, and in
pursuance of the General Corporation Law of the State of Nevada,
effective March 31, 1925 and as subsequently amended do make and
file this certificate, hereby declaring and certifying that the
facts herein above stated are true.
This 22nd day of May , 19 99 .
/s/ Dorothy A. Mortenson
Address: PO Box 5034
Alvin TX 77512-5034
On May 22, 1999 before me, the undersigned, a Notary Public in
and for said State, personally appeared Dorothy Ann Mortenson to
me known to be the person whose name is subscribed to the within
instrument and acknowledged to me that he executed the same.
WITNESS my hand and official seal.
/s/ Guadalupe Loa
Notary Public
[Notary Seal]
BYLAWS OF
PIKES PEAK ACQUISITIONS.COM INC.
CONTENTS OF INITIAL BYLAWS
ARTICLE PAGE
1.00 CORPORATE CHARTER AND BYLAWS
1.01 Corporate Charter Provisions 4
1.02 Registered Agent or OfficeBRequirement
of Filing Changes with Secretary of State 4
1.03 Initial Business Office 4
1.04 Amendment of Bylaws 4
2.00 DIRECTORS AND DIRECTORS MEETINGS
2.01 Action Without Meeting 5
2.02 Telephone Meetings 5
2.03 Place of Meetings 5
2.04 Regular Meetings 5
2.05 Call of Special Meeting 5
2.06 Quorum 6
2.07 AdjournmentBNotice of Adjourned Meetings 6
2.08 Conduct of Meetings 6
2.09 Powers of the Board of Directors 6
2.10 Board CommitteesBAuthority to Appoint 7
2.11 Transactions with Interested Directors 7
2.12 Number of Directors 7
2.13 Term of Office 7
2.14 Removal of Directors 8
2.15 Vacancies 8
2.15(a)Declaration of Vacancy 8
2.15(b)Filling Vacancies by Directors 8
2.15(c)Filling Vacancies by Shareholders 8
2.16 Compensation 9
2.17 Indemnification of Directors and Officers 9
2.18 Insuring Directors, Officers, and Employees 9
ARTICLE PAGE
3.00 SHAREHOLDERS= MEETINGS
3.01 Action Without Meeting 9
3.02 Telephone Meetings 9
3.03 Place of Meetings 10
3.04 Notice of Meetings 10
3.05 Voting List 10
3.06 Votes per Share 11
3.07 Cumulative Voting 11
3.08 Proxies 11
3.09 Quorum 11
3.09(a)Quorum of Shareholders 11
3.09(b)Adjourn for Lack or Loss of Quorum 12
3.10 Voting by Voice or Ballot 12
3.11 Conduct of Meetings 12
3.12 Annual Meetings 12
3.13 Failure to Hold Annual Meeting 12
3.14 Special Meetings 13
4.00 OFFICERS
4.01 Title and Appointment 13
4.01(a)Chairman 13
4.01(b)President 13
4.01(c)Vice President 14
4.01(d)Secretary 14
4.01(e)Treasurer 15
4.01(f)Assistant Secretary or
Assistant Treasurer 15
4.02 Removal and Resignation 15
4.03 Vacancies 16
4.04 Compensation 16
5.00 AUTHORITY TO EXECUTE INSTRUMENTS
5.01 No Authority Absent Specific Authorization 16
5.02 Execution of Certain Instruments 16
6.00 ISSUANCE AND TRANSFER OF SHARES
6.01 Classes and Series of Shares 17
6.02 Certificates for Fully Paid Shares 17
6.03 Consideration for Shares 17
6.04 Replacement of Certificates 17
6.05 Signing CertificatesBFacsimile Signatures 17
6.06 Transfer Agents and Registrars 18
6.07 Conditions of Transfer 18
6.08 Reasonable Doubts as to Right to Transfer 18
7.00 CORPORATE RECORDS AND ADMINISTRATION
7.01 Minutes of Corporate Meetings 18
7.02 Share Register 19
7.03 Corporate Seal 19
7.04 Books of Account 19
7.05 Inspection of Corporate Records 19
7.06 Fiscal Year 20
7.07 Waiver of Notice 20
8.00 ADOPTION OF INITIAL BYLAWS 20
ARTICLE ONEBCORPORATE CHARTER AND BYLAWS
1.01 CORPORATE CHARTER PROVISIONS
The Corporation=s Charter authorizes Twenty-five million
(25,000,000) shares to be issued. The officers and transfer
agents issuing shares of the Corporation shall ensure that the
total number of shares outstanding at any given time does not
exceed this number. Such officers and agents shall advise the
Board at least annually of the authorized shares remaining
available to be issued. No shares shall be issued for less
than the par value stated in the Charter. Each Charter
provision shall be observed until amended by Restated Articles
or Articles of Amendment duly filed with the Secretary of
State.
1.02 REGISTERED AGENT AND OFFICEBREQUIREMENT OF FILING CHANGES
WITH SECRETARY OF STATE
The address of the Registered Office provided in the
Articles of Incorporation, as duly filed with the Secretary
of State for the State of Nevada is: 50 West Liberty Street,
#880, Reno NV 89501.
The name of the Registered Agent of the Corporation at
such address, as set forth in its Articles of Incorporation,
is: The Nevada Agency and Trust Company.
The Registered Agent or Office may be changed by filing a
Statement of Change of Registered Agent or Office or Both with
the Secretary of State, and not otherwise. Such filing shall
be made promptly with each change. Arrangements for each
change in Registered Agent or Office shall ensure that the
Corporation is not exposed to the possibility of a default
judgment. Each successive Registered Agent shall be of
reliable character and well informed of the necessity of
immediately furnishing the papers of any lawsuit against the
Corporation to its attorneys.
1.03 INITIAL BUSINESS OFFICE
The address of the initial principal business office of
the Corporation is hereby established as: 2400 Loop 35 #1502,
Alvin, Texas 77511.
The Corporation may have additional business offices
within the State of Nevada, and where it may be duly qualified
to do business outside of Nevada, as the Board of Directors
may from time to time designate or the business of the
Corporation may require.
1.04 AMENDMENT OF BYLAWS
The Shareholders or Board of Directors, subject to any
limits imposed by the Shareholders, may amend or repeal these
Bylaws and adopt new Bylaws. All amendments shall be upon
advice of counsel as to legality, except in emergency. Bylaw
changes shall take effect upon adoption unless otherwise
specified. Notice of Bylaws changes shall be given in or
before notice given of the first Shareholders= meeting
following their adoption.
ARTICLE TWOBDIRECTORS AND DIRECTORS= MEETINGS
2.01 ACTION BY CONSENT OF BOARD WITHOUT MEETING
Any action required or permitted to be taken by the Board
of Directors may be taken without a meeting, and shall have
the same force and effect as a unanimous vote of Directors, if
all members of the Board consent in writing to the action.
Such consent may be given individually or collectively.
2.02 TELEPHONE MEETINGS
Subject to the notice provisions required by these Bylaws
and by the Business Corporation Act, Directors may participate
in and hold a meeting by means of conference call or similar
communication by which all persons participating can hear each
other. Participation in such a meeting shall constitute
presence in person at such meeting, except participation for
the express purpose of objecting to the transaction of any
business on the ground that the meeting is not lawfully called
or convened.
2.03 PLACE OF MEETINGS
Meetings of the Board of Directors shall be held at the
business office of the Corporation or at such other place
within or without the State of Nevada as may be designated by
the Board.
2.04 REGULAR MEETINGS
Regular meetings of the Board of Directors shall be held,
without call or notice, immediately following each annual
Shareholders= meeting, and at such other regularly repeating
times as the Directors may determine.
2.05 CALL OF SPECIAL MEETING
Special meetings of the Board of Directors for any
purpose may be called at any time by the President or, if the
President is absent or unable or refuses to act, by any Vice
President or any two Directors. Written notices of the special
meetings, stating the time and place of the meeting, shall be
mailed ten days before, or telegraphed or personally delivered
so as to be received by each Director not later than two days
before, the day appointed for the meeting. Notice of meetings
need not indicate an agenda. Generally, a tentative agenda
will be included, but the meeting shall not be confined to any
agenda included with the notice.
Meetings provided for in these Bylaws shall not be
invalid for lack of notice if all persons entitled to notice
consent to the meeting in writing or are present at the
meeting and do not object to the notice given. Consent may be
given either before or after the meeting.
Upon providing notice, the Secretary or other officer
sending notice shall sign and file in the Corporate Record
Book a statement of the details of the notice given to each
Director. If such statement should later not be found in the
Corporate Record Book, due notice shall be presumed.
2.06 QUORUM
The presence throughout any Directors= meeting, or
adjournment thereof, of a majority of the authorized number of
Directors shall be necessary to constitute a quorum to
transact any business, except to adjourn. If a quorum is
present, every act done or resolution passed by a majority of
the Directors present and voting shall be the act of the Board
of Directors.
2.07 ADJOURNMENT AND NOTICE OF ADJOURNED MEETINGS
A quorum of the Directors may adjourn any Directors=
meeting to meet again at a stated hour on a stated day. Notice
of the time and place where an adjourned meeting will be held
need not be given to absent Directors if the time and place is
fixed at the adjourned meeting. In the absence of a quorum, a
majority of the Directors present may adjourn to a set time
and place if notice is duly given to the absent members, or
until the time of the next regular meeting of the Board.
2.08 CONDUCT OF MEETINGS
At every meeting of the Board of Directors, the Chairman
of the Board, if there is such an officer, and if not, the
President, or in the President=s absence, a Vice President
designated by the President, or in the absence of such
designation, a Chairman chosen by a majority of the Directors
present, shall preside. The Secretary of the Corporation shall
act as Secretary of the Board of Directors= meetings. When the
Secretary is absent from any meeting, the Chairman may appoint
any person to act as Secretary of that meeting.
2.09 POWERS OF THE BOARD OF DIRECTORS
The business and affairs of the Corporation and all
corporate powers shall be exercised by or under authority of
the Board of Directors, subject to limitations imposed by law,
the Articles of Incorporation, any applicable Shareholders=
agreement, and these Bylaws.
2.10 BOARD COMMITTEESBAUTHORITY TO APPOINT
The Board of Directors may designate an executive
committee and one or more other committees to conduct the
business and affairs of the Corporation to the extent
authorized. The Board shall have the power at any time to
change the powers and membership of, fill vacancies in, and
dissolve any committee. Members of any committee shall receive
such compensation as the Board of Directors may from time to
time provide. The designation of any committee and the
delegation of authority thereto shall not operate to relieve
the Board of Directors, or any member thereof, of any
responsibility imposed by law.
2.11 TRANSACTIONS WITH INTERESTED DIRECTORS
Any contract or other transaction between the Corporation
and any of its Directors (or any corporation or firm in which
any of its Directors are directly or indirectly interested)
shall be valid for all purposes notwithstanding the presence
of that Director at the meeting during which the contract or
transaction was authorized, and notwithstanding the Directors=
participation in that meeting. This section shall apply only
if the contract or transaction is just and reasonable to the
Corporation at the time it is authorized and ratified, the
interest of each Director is known or disclosed to the Board
of Directors, and the Board nevertheless authorizes or
ratifies the contract or transaction by a majority of the
disinterested Directors present. Each interested Director is
to be counted in determining whether a quorum is present, but
shall not vote and shall not be counted in calculating the
majority necessary to carry the vote. This section shall not
be construed to invalidate contracts or transactions that
would be valid in its absence.
2.12 NUMBER OF DIRECTORS
The number of Directors of this Corporation shall be 2.
No Director need be a resident of Nevada or a Shareholder. The
number of Directors may be increased or decreased from time to
time by amendment to these Bylaws. Any decrease in the number
of Directors shall not have the effect of shortening the
tenure which any incumbent Director would otherwise enjoy.
2.13 TERM OF OFFICE
Directors shall be entitled to hold office until their
successors are elected and qualified. Election for all
Director positions, vacant or not vacant, shall occur at each
annual meeting of the Shareholders and may be held at any
special meeting of Shareholders called specifically for that
purpose.
2.14 REMOVAL OF DIRECTORS
The entire Board of Directors or any individual Director
may be removed from office by a vote of Shareholders holding a
majority of the outstanding shares entitled to vote at an
election of Directors. However, if less than the entire Board
is to be removed, no one of the Directors may be removed if
the votes cast against his removal would be sufficient to
elect him if then cumulatively voted at an election of the
entire Board of Directors. No director may be so removed
except at an election of the class of Directors of which he is
a part. If any or all Directors are so removed, new Directors
may be elected at the same meeting. Whenever a class or series
of shares is entitled to elect one or more Directors under
authority granted by the Articles of Incorporation, the
provisions of this Paragraph apply to the vote of that class
or series and not to the vote of the outstanding shares as a
whole.
2.15 VACANCIES
Vacancies on the Board of Directors shall exist upon the
occurrence of any of the following events: (a) the death,
resignation, or removal of any Director; (b) an increase in
the authorized number of Directors; or (c) the failure of the
Shareholders to elect the full authorized number of Directors
to be voted for at any annual, regular, or special
Shareholders= meeting at which any Director is to be elected.
2.15(a) DECLARATION OF VACANCY
A majority of the Board of Directors may declare vacant
the office of a Director if the Director: (a) is adjudged
incompetent by a court order; (b) is convicted of a crime
involving moral turpitude; (c) or fails to accept the office
of Director, in writing or by attending a meeting of the Board
of Directors, within thirty (30) days of notice of election.
2.15(b) FILLING VACANCIES BY DIRECTORS
Vacancies other than those caused by an increase in the
number of Directors may be filled temporarily by majority vote
of the remaining Directors, though less than a quorum, or by a
sole remaining Director. Each Director so elected shall hold
office until a qualified successor is elected at a
Shareholders= meeting.
2.15(c) FILLING VACANCIES BY SHAREHOLDERS
Any vacancy on the Board of Directors, including those
caused by an increase in the number of Directors shall be
filled by the Shareholders at the next annual meeting or at a
special meeting called for that purpose. Upon the resignation
of a Director tendered to take effect at a future time, the
Board or the Shareholders may elect a successor to take office
when the resignation becomes effective.
2.16 COMPENSATION
Directors shall receive such compensation for their
services as Directors as shall be determined from time to time
by resolution of the Board. Any Director may serve the
Corporation in any other capacity as an officer, agent,
employee, or otherwise, and receive compensation therefor.
2.17 INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Board of Directors shall authorize the Corporation to
pay or reimburse any present or former Director or officer of
the Corporation any costs or expenses actually and necessarily
incurred by that officer in any action, suit, or proceeding to
which the officer is made a party by reason of holding that
position, provided, however, that no officer shall receive
such indemnification if finally adjudicated therein to be
liable for negligence or misconduct in office. This
indemnification shall extend to good-faith expenditures
incurred in anticipation of threatened or proposed litigation.
The Board of Directors may in proper cases, extend the
indemnification to cover the good-faith settlement of any such
action, suit, or proceeding, whether formally instituted or
not.
2.18 INSURING DIRECTORS, OFFICERS, AND EMPLOYEES
The Corporation may purchase and maintain insurance on
behalf of any Director, officer, employee, or agent of the
Corporation, or on behalf of any person serving at the request
of the Corporation as a Director, officer, employee, or agent
of another corporation, partnership, joint venture, trust, or
other enterprise, against any liability asserted against that
person and incurred by that person in any such corporation,
whether or not the Corporation has the power to indemnify that
person against liability for any of those acts.
ARTICLE THREEBSHAREHOLDERS' MEETINGS
3.01 ACTION WITHOUT MEETING
Any action that may be taken at a meeting of the
Shareholders under any provision of the Nevada Business
Corporation Act may be taken without a meeting if authorized
by a consent or waiver filed with the Secretary of the
Corporation and signed by the holders of 51% of shares which
would be entitled to vote on that action at a Shareholders'
meeting. Each such signed consent or waiver, or a true copy
thereof, shall be placed in the Corporate Record Book.
3.02 TELEPHONE MEETINGS
Subject to the notice provisions required by these Bylaws
and by the Business Corporation Act, Shareholders may
participate in and hold a meeting by means of conference call
or similar communication by which all persons participating
can hear each other. Participation in such a meeting shall
constitute presence in person at such meeting, except
participation for the express purpose of objecting to the
transaction of any business on the ground that the meeting is
not lawfully called or convened.
3.03 PLACE OF MEETINGS
Shareholders' meetings shall be held at the business
office of the Corporation, or at such other place within or
without the State of Nevada as may be designated by the Board
of Directors or the Shareholders.
3.04 NOTICE OF MEETINGS
The President, the Secretary, or the officer or persons
calling a Shareholders' Meeting. shall give notice, or cause
it to be given, in writing to each Director and to each
Shareholder entitled to vote at the meeting at least ten (10)
but not more than sixty (60) days before the date of the
meeting. Such notice shall state the place, day, and hour of
the meeting, and, in case of a special meeting, the purpose or
purposes for which the meeting is called. Such written notice
may be given personally, by mail, or by other means. Such
notice shall be addressed to each recipient at such address as
appears on the Books of the Corporation or as the recipient
has given to the Corporation for the purpose of notice.
Meetings provided for in these Bylaws shall not be invalid for
lack of notice if all persons entitled to notice consent to
the meeting in writing or are present at the meeting in person
or by proxy and do not object to the notice given, Consent may
be given either before or after the meeting. Notice of the
reconvening of an adjourned meeting is not necessary unless
the meeting is adjourned more than thirty days past the date
stated in the notice, in which case notice of the adjourned
meeting shall be given as in the case of any special meeting.
Notice may be waived by written waivers signed either before
or after the meeting by all persons entitled to the notice.
3.05 VOTING LIST
At least ten (10), but not more than sixty (60), days
before each Shareholders' meeting, the officer or agent
having charge of the Corporation's share transfer books shall
make a complete list of the Shareholders entitled to vote at
that meeting or any adjournment thereof, arranged in
alphabetical order, with the address and the number of shares
held by each. The list shall be kept on file at the Registered
Office of the Corporation for at least ten (10) days prior to
the meeting, and shall be subject to inspection by any
Director, officer, or Shareholder at any time during usual
business hours. The list shall also be produced and kept open
at the time and place of the meeting and shall be subject,
during the whole time of the meeting, to the inspection of any
Shareholder. The original share transfer books shall be prima
facie evidence as to the Shareholders entitled to examine such
list or transfer books or to vote at any meeting of
Shareholders. However, failure to prepare and to make the list
available in the manner provided above shall not affect the
validity of any action taken at the meeting.
3.06 VOTES PER SHARE
Each outstanding share, regardless of class, shall be
entitled to one (1) vote on each matter submitted to a vote at
a meeting of Shareholders, except to the extent that the
voting rights of the shares of any class or classes are
limited or denied pursuant to the Articles of Incorporation. A
Shareholder may vote in person or by proxy executed in writing
by the Shareholder, or by the Shareholder's duly authorized
attorney-in-fact.
3.07 CUMULATIVE VOTING
Subject to any limitation stated in the Articles of
Incorporation, every Shareholder entitled to vote at any
election of Directors may cumulate votes. For this purpose,
each Shareholder shall have a number of votes equal to the
number of Directors to be elected multiplied by the number of
votes to which the Shareholder's shares are entitled. The
Shareholder may cast all these votes for one candidate or may
distribute the votes among any number of candidates. The
candidates receiving the highest number of votes are elected,
up to the number of vacancies to be filled. No Shareholder may
cumulate votes unless that Shareholder gives written notice of
his or her intention to do so to the Secretary of the
Corporation on or before the day preceding the election at
which the votes will be cumulated. If any Shareholder gives
written notice as provided above, all Shareholders may
cumulate their votes.
3.08 PROXIES
A Shareholder may vote either in person or by proxy
executed in writing by the Shareholder or his or her duly
authorized attorney in fact. Unless otherwise provided in the
proxy or by law, each proxy shall be revocable and shall not
be valid after eleven (11) months from the date of its
execution.
3.09 QUORUM
3.09(a) QUORUM OF SHAREHOLDERS
As to each item of business to be voted on, the presence
(in person or by proxy) of the persons who are entitled to
vote a majority of the outstanding voting shares on that
matter shall constitute the quorum necessary for the
consideration of the matter at a Shareholders' meeting. The
vote of the holders of a majority of the shares entitled to
vote on the matter and represented at a meeting at which a
quorum is present shall be the act of the Shareholders'
meeting.
3.09(b) ADJOURNMENT FOR LACK OR LOSS OF QUORUM
No business may be transacted in the absence of a quorum,
or upon the withdrawal of enough Shareholders to leave less
than a quorum, other than to adjourn the meeting from time to
time by the vote of a majority of the shares represented at
the meeting.
3.10 VOTING BY VOICE OR BALLOT
Elections for Directors need not be by ballot unless a
Shareholder demands election by ballot before the voting
begins.
3.11 CONDUCT OF MEETINGS
Meetings of the Shareholders shall be chaired by the
President, or, in the President's absence, a Vice President
designated by the President, or, in the absence of such
designation, any other person chosen by a majority of the
Shareholders of the Corporation present in person or by proxy
and entitled to vote. The Secretary of the Corporation, or, in
the Secretary's absence, an Assistant Secretary, shall act as
Secretary of all meetings of the Shareholders. In the absence
of the Secretary or Assistant Secretary, the Chairman shall
appoint another person to act as Secretary of the meeting.
3.12 ANNUAL MEETINGS
The time, place, and date of the annual meeting of the
Shareholders of the Corporation, for the purpose of electing
Directors and for the transaction of any other business as may
come before the meeting, shall be set from time to time by a
majority vote of the Board of Directors. If the day fixed for
the annual meeting shall be on a legal holiday in the State of
Nevada, such meeting shall be held on the next succeeding
business day. If the election of Directors is not held on the
day thus designated for any annual meeting, or at any
adjournment thereof, the Board of Directors shall cause the
election to be held at a special meeting of the Shareholders
as soon thereafter as possible.
3.13 FAILURE TO HOLD ANNUAL MEETING
If, within any 13-month period, an annual Shareholders'
Meeting is not held, any Shareholder may apply to a court of
competent jurisdiction in the county in which the principal
office of the Corporation is located for a summary order that
an annual meeting be held.
3.14 SPECIAL MEETINGS
A special Shareholders' meeting may be called at any time
by. (a) the President; (b) the Board of Directors; or (c) one
or more Shareholders holding in the aggregate one-tenth or
more of all the shares entitled to vote at the meeting. Such
meeting may be called for any purpose. The party calling the
meeting may do so only by written request sent by registered
mail or delivered in person to the President or Secretary. The
officer receiving the written request shall within ten (10)
days from the date of its receipt cause notice of the meeting
to be sent to all the Shareholders entitled to vote at such a
meeting. If the officer does not give notice of the meeting
within ten (10) days after the date of receipt of the written
request, the person or persons calling the meeting may fix the
time of the meeting and give the notice. The notice shall be
sent pursuant to Section 3.04 of these Bylaws. The notice of a
special Shareholders' meeting must state the purpose or
purposes of the meeting and, absent consent of every
Shareholder to the specific action taken, shall be limited to
purposes plainly stated in the notice, notwithstanding other
provisions herein.
ARTICLE FOURBOFFICERS
4.01 TITLE AND APPOINTMENT
The officers of the Corporation shall be a President and
a Secretary, as required by law. The Corporation may also
have, at the discretion of the Board of Directors, a Chairman
of the Board, one or more Vice Presidents, a Treasurer, one or
more Assistant Secretaries, and one or more Assistant
Treasurers. Any two or more offices, including President and
Secretary, may be held by one person. All officers shall be
elected by and hold office at the pleasure of the Board of
Directors, which shall fix the compensation and tenure of all
officers.
4.01(a) CHAIRMAN OF THE BOARD
The Chairman, if there shall be such an officer, shall,
if present, preside at the meetings of the Board of Directors
and exercise and perform such other powers and duties as may
from time to time be assigned to the Chairman by the Board of
Directors or prescribed by these Bylaws.
4.01(b) PRESIDENT
Subject to such supervisory powers, if any, as may be
given to the Chairman, if there is one, by the Board of
Directors, the President shall be the chief executive officer
of the Corporation and shall, subject to the control of the
Board of Directors, have general supervisionr direction, and
control of the business and officers of the Corporation. The
President shall have the general powers and duties of
management usually vested in the office of President of a
corporation; shall have such other powers and duties as may be
prescribed by the Board of Directors or the Bylaws; and shall
be ex officio a member of all standing committees, including
the executive committee, if any. In addition, the President
shall preside at all meetings of the Shareholders and in the
absence of the Chairman, or if there is no Chairman, at all
meetings of the Board of Directors.
4.01(c) VICE PRESIDENT
Any Vice President shall have such powers and perform
such duties as from time to time may be prescribed by these
Bylaws, by the Board of Directors, or by the President. In the
absence or disability of the President, the senior or duly
appointed Vice President, if any, shall perform all the duties
of the President, pending action by the Board of Directors
when so acting, such Vice President shall have all the powers
of, and be subject to all the restrictions on, the President.
4.01(d) SECRETARY
The Secretary shall:
(1) See that all notices are duly given in accordance with
the provisions of these Bylaws and as required by law. In case
of the absence or disability of the Secretary. or the
Secretary's refusal or neglect to act, notice may be given and
served by an Assistant Secretary or by the Chairman, the
President, any Vice President, or by the Board of Directors.
(2) Keep the minutes of corporate meetings, and the Corporate
Record Book, as set out in Section 7.01 hereof.
(3) Maintain, in the Corporate Record Book, a record of all
share certificates issued or canceled and all shares of the
Corporation canceled or transferred.
(4) Be custodian of the Corporation's records and of any seal
which the Corporation may from time to time adopt. when the
Corporation exercises its right to use a seal, the Secretary
shall see that the seal is embossed on all share certificates
prior to their issuance and on all documents authorized to be
executed under seal in accordance with the provisions of these
Bylaws.
(5) In general, perform all duties incident to the office of
Secretary, and such other duties as from time to time may be
required by Sections 7.01, 7.02, and 7.03 of these Bylaws, by
these Bylaws generally, by the Board of Directors, or by the
President.
4.01(e) TREASURER
The Treasurer shall:
6. Have charge and custody of, and be responsible for, all
funds and securities of the Corporation, and deposit all funds
in the name of the Corporation in those banks, trust
companies, or other depositories that shall be selected by the
Board of Directors.
7. Receive, and give receipt for, monies due and payable to
the Corporation.
8. Disburse or cause to be disbursed the funds of the
Corporation as may be directed by the Board of Directors,
taking proper vouchers for those disbursements.
9. If required by the Board of Directors or the President,
give to the Corporation a bond to assure the faithful
performance of the duties of the Treasurer's office and the
restoration to the Corporation of all corporate books, papers,
vouchers, money, and other property of whatever kind in the
Treasurer's possession or control, in case of the Treasurer=s
death, resignation, retirement, or removal from office. Any
such bond shall be in a sum satisfactory to the Board of
Directors, with one or more sureties or a surety company
satisfactory to the Board of Directors.
10. In general, perform all the duties incident to the office
of Treasurer and such other duties as from time to time may be
assigned to the Treasurer by Sections 7.O4 and 7.05 of these
Bylaws, by these Bylaws generally, by the Board of Directors,
or by the President.
4.01(f) ASSISTANT SECRETARY AND ASSISTANT TREASURER
The Assistant Secretary or Assistant Treasurer shall have
such powers and perform such duties as the Secretary or
Treasurer, respectively, or as the Board of Directors or
President may prescribe. In case of the absence of the
Secretary or Treasurer, the senior Assistant Secretary or
Assistant Treasurer, respectively, may perform all of the
functions of the Secretary or Treasurer.
4.02 REMOVAL AND RESIGNATION
Any officer may be removed, either with or without cause,
by vote of a majority of the Directors at any regular or
special meeting of the Board, or, except in case of an officer
chosen by the Board of Directors, by any committee or officer
upon whom that power of removal may be conferred by the Board
of Directors. Such removal shall be without prejudice to the
contract rights, if any, of the person removed. Any officer
may resign at any time by giving written notice to the Board
of Directors, the President, or the Secretary of the
Corporation. Any resignation shall take effect on the date of
the receipt of that notice or at any later time specified
therein, and, unless otherwise specified therein, the
acceptance of that resignation shall not be necessary to make
it effective.
4.03 VACANCIES
Upon the occasion of any vacancy occurring in any office
of the Corporation, by reason of death, resignation,
removal, or otherwise, the Board of Directors may elect an
acting successor to hold office for the unexpired term or
until a permanent successor is elected.
4.04 COMPENSATION
The compensation of the officers shall be fixed from time
to time by the Board of Directors, and no officer shall be
prevented from receiving a salary by reason of the fact that
the officer is also a Shareholder or a Director of the
Corporation, or both.
ARTICLE FIVEBAUTHORITY TO EXECUTE INSTRUMENTS
5.01 NO AUTHORITY ABSENT SPECIFIC AUTHORIZATION
These Bylaws provide certain authority for the execution
of instruments. The Board of Directors, except as otherwise
provided in these Bylaws, may additionally authorize any
officer or officers, agent or agents, to enter into any
contract or execute and deliver any instrument in the name of
and on behalf of the Corporation, and such authority may be
general or confined to specific instances. Unless expressly
authorized by these Bylaws or the Board of Directors, no
officer, agent, or employee shall have any power or authority
to bind the Corporation by any contract or engagement nor to
pledge its credit nor to render it pecuniarily liable for any
purpose or in any amount.
5.02 EXECUTION OF CERTAIN INSTRUMENTS
Formal contracts of the Corporation, promissory notes,
deeds, deeds of trust, mortgages, pledges, and other evidences
of indebtedness of the Corporation, other corporate documents,
and certificates of ownership of liquid assets held by the
Corporation shall be signed or endorsed by the President or
any Vice President and by the Secretary or the Treasurer,
unless otherwise specifically determined by the Board of
Directors or otherwise required by law.
ARTICLE SIX-ISSUANCE AND TRANSFER OF SHARES
6.01 CLASSES AND SERIES OF SHARES
The Corporation may issue one or more classes or series
of shares, or both. Any of these classes or series may have
full, limited, or no voting rights, and may have such other
preferences, rights, privileges, and restrictions as are
stated or authorized in the Articles of Incorporation. All
shares of any one class shall have the same voting,
conversion, redemption, and other rights, preferences,
privileges, and restrictions, unless the class is divided into
series, If a class is divided into series, all the shares of
any one series shall have the same voting, conversion,
redemption, and other. rights, preferences, privileges, and
restrictions. There shall always be a class or series of
shares outstanding that has complete voting rights except as
limited or restricted by voting rights conferred on some other
class or series of outstanding shares.
6.02 CERTIFICATES FOR FULLY PAID SHARES
Neither shares nor certificates representing shares may
be issued by the Corporation until the full amount of the
consideration has been received. When the consideration has
been paid to the Corporation, the shares shall be deemed to
have been issued and the certificate representing the shares
shall be issued to the shareholder.
6.03 CONSIDERATION FOR SHARES
Shares may be issued for such consideration as may be
fixed from time to time by the Board of Directors, but not
less than the par value stated in the Articles of
Incorporation. The consideration paid for the issuance of
shares shall consist of money paid, labor done, or property
actually received, and neither promissory notes nor the
promise of future services shall constitute payment nor
partial payment for shares of the Corporation.
6.04 REPLACEMENT OF CERTIFICATES
No replacement share certificate shall be issued until
the former certificate for the shares represented thereby
shall have been surrendered and canceled, except that
replacements for lost or destroyed certificates may be issued,
upon such terms, conditions, and guarantees as the Board may
see fit to impose, including the filing of sufficient
indemnity.
6.05 SIGNING CERTIFICATES-FACSIMILE SIGNATURES
All share certificates shall be signed by the officer(s)
designated by the Board of Directors. The signatures of the
foregoing officers may be facsimiles. If the officer who has
signed or whose facsimile signature has been placed on the
certificate has ceased to be such officer before the
certificate issued, the certificate may be issued by the
Corporation with the same effect as if he or she were such
officer on the date of its issuance.
6.06 TRANSFER AGENTS AND REGISTRARS
The Board of Directors may appoint one or more transfer
agents or transfer clerks, and one or more registrars, at such
times and places as the requirements of the Corporation may
necessitate and the Board of Directors may designate. Each
registrar appointed, if any, shall be an incorporated bank or
trust company, either domestic or foreign.
6.07 CONDITIONS OF TRANSFER
The party in whose name shares of stock stand on the
books of the Corporation shall be deemed the owner thereof as
regards the Corporation, provided that whenever any transfer
of shares shall be made for collateral security, and not
absolutely, and prior written notice thereof shall be given to
the Secretary of the Corporation, or to its transfer agent, if
any, such fact shall be stated in the entry of the transfer.
6.08 REASONABLE DOUBTS AS TO RIGHT TO TRANSFER
When a transfer of shares is requested and there is
reasonable doubt as to the right of the person seeking the
transfer, the Corporation or its transfer agent, before
recording the transfer of the shares on its books or issuing
any certificate therefor, may require from the person seeking
the transfer reasonable proof of that person's right to the
transfer. If there remains a reasonable doubt of the right to
the transfer, the Corporation may refuse a transfer unless the
person gives adequate security or a bond of indemnity executed
by a corporate surety or by two individual sureties
satisfactory to the Corporation as to form, amount, and
responsibility of sureties. The bond shall be conditioned to
protect the Corporation, its officers, transfer agents, and
registrars, or any of them, against any loss, damage, expense,
or other liability for the transfer or the issuance of a new
certificate for shares.
ARTICLE SEVENBCORPORATE RECORDS AND ADMINISTRATION
7.01 MINUTES OF CORPORATE MEETINGS
The Corporation shall keep at the principal office, or such other
place as the Board of Directors may order, a book recording the
minutes of all meetings of its Shareholders and Directors, with the
time and place of each meeting, whether such meeting was regular or
special, a copy of the notice given of such meeting, or of the written
waiver thereof, and, if it is a special meeting, how the meeting was
authorized. The record book shall further show the number of shares
present or represented at Shareholders' meetings, and the names of
those present and the proceedings of all meetings.
7.02 SHARE REGISTER
The Corporation shall keep at the principal office, or at the
office of the transfer agent, a share register showing the names of
the Shareholders, their addresses, the number and class of shares
issued to each, the number and date of issuance of each certificate
issued for such shares, and the number and date of cancellation of
every certificate surrendered for cancellation. The above information
may be kept on an information storage device such as a computer,
provided that the device is capable of reproducing the information in
clearly legible form. If the Corporation is taxed under Internal
Revenue Code Section 1244 or Subchapter S, the Officer issuing shares
shall maintain the appropriate requirements regarding issuance.
7.03 CORPORATE SEAL
The Board of Directors may at any time adopt, prescribe the use
of, or discontinue the use of, such corporate seal as it deems
desirable, and the appropriate officers shall cause such seal to be
affixed to such certificates and documents as the Board of Directors
may direct.
7.04 BOOKS OF ACCOUNT
The Corporation shall maintain correct and adequate accounts of
its properties and business transactions, including accounts of its
assets, liabilities, receipts, disbursements, gains, losses, capital,
surplus, and shares. The corporate bookkeeping procedures shall
conform to accepted accounting practices for the Corporation's
business or businesses. subject to the foregoing, The chart of
financial accounts shall be taken from, and designed to facilitate
preparation of, current corporate tax returns. Any surplus, including
earned surplus, paid-in surplus, and surplus arising from a reduction
of stated capital, shall be classed by source and shown in a separate
account. If the Corporation is taxed under Internal Revenue Code
Section 1244 or Subchapter S, the officers and agents maintaining the
books of account shall maintain the appropriate requirements.
7.05 INSPECTION OF CORPORATE RECORDS
A Director or Shareholder demanding to examine the
Corporation's books or records may be required to first sign an
affidavit that the demanding party will not directly or indirectly
participate in reselling the information and will keep it
confidential other than in use for proper purposes reasonably
related to the Director's or Shareholder's role. A Director who
insists on examining the records while refusing to sign this
affidavit thereby resigns as a Director.
7.06 FISCAL YEAR
The fiscal year of the Corporation shall be as determined by
the Board of Directors and approved by the Internal Revenue
Service. The Treasurer shall forthwith arrange a consultation with
the Corporation's tax advisers to determine whether the Corporation
is to have a fiscal year other than the calendar year. If so, the
Treasurer shall file an election with the Internal Revenue Service
as early as possible, and all correspondence with the IRS,
including the application for the Corporation's Employer
Identification Number, shall reflect such non-calendar year
election.
7.07 WAIVER OF NOTICE
Any notice required by law or by these Bylaws may be waived by
execution of a written waiver of notice executed by the person
entitled to the notice. The waiver may be signed before or after
the meeting.
ARTICLE VIII ADOPTION OF INITIAL BYLAWS
The foregoing bylaws were adopted by the Board of Directors on
June 18, 1999.
__/s/ J. P. Beehner_____________________
J. P. Beehner
___/s/ Dorothy A. Mortenson ____________
Dorothy A. Mortenson
Attested to, and certified by:
/s/ Dorothy A. Mortenson
Secretary
