As filed with the Security-Exchange Commission on December 5th, 2000
Registration Number 333-42148
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM SB-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
(Amendment No. 1)
Pikes Peak Acquisitions.com
(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, Pearlland, TX 77584-7817, (713)436-2787
(Address and telephone number of principle executive offices)
James 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 Dollar Proposed Proposed Amount of
each Amount to Maximum Maximum registratio
Class of Be offering aggregate n fee
securities registered price per Offering
To be unit price
registered
Class A 4,000,000 $0.01 40,000.00 10.56(1)
Common Stock
(1) Previously Paid.
The registration hereby amends this registration statement on such date
or dates as may be necessary to delay its effective date until the
registrant shall file a further amendment which specifically states that
this registration statement shall thereafter become effective in
accordance with Section 8(a) of the Securities Act of 1933 or until the
registration statement shall become effective on such date as the
Commission, acting pursuant to said Section 8(a), may determine.
PROSPECTUS
Subject to completion -(enter date, 2000)
PIKES PEAK ACQUISITIONS.COM, INC.
3030 FM 518, Apt. 221
Pearland, Texas 77584-7817
4,000,000 Shares of Common Stock
This is initial public offering of common stock of Pikes Peak
Acquisition.com, Inc., and no public market currently exists for shares
of Pikes Peak Acquisition.com's common stock. The initial public
offering price is $0.01 per share of common stock, which was arbitrarily
determined. This is a self-underwritten offering and there is no date
certain for closing the offering. There is no minimum purchase
requirement and no arrangement to place funds in an escrow, trust, or
similar account. The latest date on which this offering will close will
be 180 days after the date of this prospectus.
-------------
This investment involves a high degree of risk.
See "risk factors" beginning on page 2.
------------
Neither the Securities and Exchange Commission 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.
We will amend and complete the information in this prospectus. The
information in this prospectus is not complete and may be changed. We
may not sell these securities until the registration statement filed with
the Securities and Exchange Commission is effective. This prospectus is
not an offer to sell these securities and it is not soliciting an offer
to buy these securities in any state where the offer or sale is not
permitted.
TABLE OF CONTENTS
Page
PART I-PROSPECTUS
PROSPECTUS SUMMARY 1
RISK FACTORS 2
USE OF PROCEEDS 5
DETERMINATION OF OFFERING PRICE 5
SELLING SECURITY HOLDERS 5
PLAN OF DISTRIBUTION 5
LEGAL PROCEEDINGS 6
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS 6
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 7
DESCRIPTION OF SECURITIES 8
INTEREST OF NAMED EXPERTS AND COUNSEL 9
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR
SECURITIES ACT LIABILITIES 9
DESCRIPTION OF BUSINESS 10
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION 19
DESCRIPTION OF PROPERTY 21
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 21
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS 21
EXECUTIVE COMPENSATION 22
FINANCIAL STATEMENTS F-1
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE F-1
Prospectus
Prospectus summary
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 Assuming 100%
of offering is sold 8,500,000 Shares
Common Stock Outstanding After Offering Assuming
50% of offering is sold 6,500,000 Shares
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
Pikes Peak Acquisition.com has incurred losses since its inception March
14, 2000 and expects loses to continue for the foreseeable future
Pikes Peak Acquisition.com is in the extreme early stages of development
and could fail before implementing its business plan. It is a "start up"
venture that will incur net losses for the foreseeable future. Pikes Peak
Acquisition.com has only recently acquired its principal asset. Pikes Peak
Acquisition.com will incur additional expenses before becoming profitable,
if it ever becomes profitable. It is a relatively young company that has
no history of earnings or profit. There is no assurance that it will
operate profitably in the future or provide a return on investment in the
future.
Changes or interruptions to Pikes Peak Acquisition.Com's arrangements with
its supplier may have an adverse effect on its ability to operate.
If Pikes Peak Acquisition.com's licensor defaults under its agreement
with its supplier, Pikes Peak Acquisition.com could lose access to its
manufacturing source, and Pikes Peak Acquisition.com's distribution rights
would become meaningless. Similarly, any dispute between the supplier and
licensor could prevent Pikes Peak Acquisition.com from selling or
delivering product to its customers. Any termination or impairment of
Pikes Peak Acquisition.com's license rights and access to products could
prevent Pikes Peak Acquisition.com from implementing its business plan,
thereby limiting its profitability and decreasing the value of its stock.
If the Vitamineralherb.com business plan does not prove to be feasible,
Pikes Peak Acquisition.com may be considered a blank check company, which
would restrict resale of its stock.
If the Vitamineralherb.com business plan does not prove to be
economically feasible, and Pikes Peak Acquisition.com does not otherwise
have a specific business plan or purpose, Pikes Peak Acquisition.com would
be considered a "blank check company", which could limit an investor's
ability to sell its stock, thereby decreasing the value of the stock. A
"blank check company" is subject to Rule 419 of the Securities Act.
Pursuant to Rule 419, all funds raised by and securities issued in
connection with a public offering by a blank check company must be held in
escrow, and any such securities may not be transferred. Many states have
also enacted statutes, rules and regulations limiting the sale of
securities of blank check companies within their respective jurisdictions.
As a result, Pikes Peak Acquisition.com would have great difficulty raising
additional capital. In addition, there would be a limited public market,
if any, for resale of the shares of Pikes Peak Acquisition.com common stock
issued in this offering.
Pikes Peak Acquisition.com may need additional financing which may not be
available, or which may dilute the ownership interests of investors
Pikes Peak Acquisition.com's 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
Acquisition.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 Acquisition.com. If not available, Pikes Peak
Acquisition.com's operations would be severely limited, and it would be
unable to implement its business plan.
Pikes Peak Acquisitions.Com's directors may devote more resources to other
companies in which they have an interest
Pikes Peak Acquisitions.com's two officers and directors have interests
in other companies in which they have financial interests, and which may
demand time and resources. 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 Company's ability to do business, and the management of the
Company may find itself in a conflict of interest. There are no provisions
in the Company's 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.
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.com's President and
Director. Loss of Mr. Beehner's services may hamper Pikes Peak
Acquisitions.com's ability to implement its business plan, and could cause
its stock to be worthless. Pikes Peak Acquisitions.com will be heavily
dependent upon Mr. Beehner's 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.com's business decisions, they should carefully and critically
assess Mr. Beehner's background. See "Directors and Executive Officers".
Mr. Beehner has no experience in Pikes Peak Acquisitions.Com's 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.
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.com's 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.com's 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.com's officers and
directors must exercise their powers in good faith and with a view to the
interests of the corporation.
Special note regarding forward-looking statements
Some of the statements under "Prospectus Summary", "Risk Factors",
"Management's Discussion and Analysis of Financial Condition and Results of
Operations", "Description of Business", and elsewhere in this prospectus
constitute forward-looking statements. In some cases, you can identify
forward-looking statements by terminology such as "may", "will", "should",
"expects", "plans", "anticipates", "believes", "estimated", "predicts",
"potential", or "continue" or the negative of such terms or other
comparable terminology. These statements are only predictions and involve
known and unknown risks, uncertainties, and other factors that may cause
Pikes Peak Acquisitions.com's actual results, levels of activity,
performance, or achievements to be materially different from any future
results, levels of activity, performance, or achievements expressed or
implied by such forward-looking statements. These factors include, among
other things, those listed under "Risk Factors" and elsewhere in this
prospectus. Although Pikes Peak Acquisitions.com believes that the
expectations reflected in the forward-looking statements are reasonable, it
cannot guarantee future results, levels of activity, performance, or
achievements.
Use of proceeds
The net proceeds to Pikes Peak Acquisitions.com from its sale of the
4,000,000 shares of common stock offered by Pikes Peak Acquisitions.com at
an initial public offering price of $0.01 per share are estimated to be
$40,000.00. Pikes Peak Acquisitions.com expects to use the net proceeds as
follows:
Purpose Assuming Sale of Assuming Sale of
50% of Stock Being 100% of Stock Being
Offered Offered
Organizational Purposes $1,000.00 $1,000.00
Market Research/Feasibility
of Product $1,500.00 $4,000.00
Working Capital $12,500.00 $35,000.00
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.com's management will have significant
flexibility in applying the net proceeds of the offering.
Pikes Peak Acquisitions.com may (continually) evaluate(s) other business
opportunities that may be available to it, whether in the form of asset
acquisitions or business combinations. Pikes Peak Acquisitions.com 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 any active negotiations with
respect to any acquisitions.
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 offer to sell a maximum of 4,000,000
shares of its common stock through its officers and directors on a self-
underwritten basis. The officers and directors will receive no commissions
either directly or indirectly. If the officers and directors of Pikes Peak
Acquisitions.com are subject to broker-dealer registration requirements,
they will rely on the exemption from registration provided by Rule 3a4-1 of
the Exchange Act. Sales will be made pursuant to the Securities Act of
1933, and the applicable laws of any states in which shares may be sold.
This is not an underwritten offering.
The offering will be for a period of 180 days. Pikes Peak
Acquisitions.com may at its sole discretion, however, either close the
offering before all shares have been sold or extend the offering for a
further period in compliance with the Securities Act of 1933. No public
market currently exists for shares of Pikes Peak Acquisitions.com's common
stock. Pikes Peak Acquisitions.com intends to apply to have its shares
traded on the OTC bulletin board.
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 officer and director 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 an officer and director of the Company by its
current shareholders. He has served in this capacity since June 18, 1999.
Mr. Beehner is also a shareholder in the company. Mr. Beehner had been
employed as an accountant and office manager from 1986 through 1996 for
Elvord Trucking, Inc., of Madison, Wisconsin, after which he has been
employed as an independent consultant for various businesses in the state
of Texas.
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 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 Company's
affairs on an "as needed" basis. As a result, the actual amount of time
which they will devote to the Company's affairs is unknown and is likely to
vary substantially from month to month.
Both Mr. Beehner and Mrs. Mortenson may have conflicts of interest with
the company. Mr. Beehner is the president of Vitamineralherb.com, Inc., a
company which licenses rights to market its products to David R. Mortenson
& Associates, which in turn sublicenses specific geographical marketing
rights to the Company. Both Mr. Beehner and Mrs. Mortenson have interests
in David R. Mortenson & Associates, and that partnership is operated
principally by Mrs. Mortenson's husband, David R. Mortenson. There are no
disinterested directors or officers to make decisions in the Company if a
conflict arises in regard to the Company's business.
Security ownership of certain beneficial owners and management
The following table sets forth, as of June 1, 2000 Pikes Peak
Acquisitions.com's 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. Beehmer 1,250,000 28%
P.O. Box 2370
Alvin, TX 77512-2370
Dorothy A. Mortenson 1,250,000(1) 32.44%
P.O. Box 5034
Alvin, TX 77512-5034
Roy Donovan Henton, 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
Gad Gessert, PhD 200,000 4.44%
19703 Lake Drive
Escondido, CA 92029
(1) Dorothy Mortenson's shares include 200,000 shares owned by her
husband, David R. Mortenson.
Description of securities
The following description of Pikes Peak Acquisitions.com's 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.com's
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 Washington 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.com's 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.com's common stock.
Disclosure of commission position on indemnification for securities act
liabilities
Pikes Peak Acquisitions.com's Articles of Incorporation provide that it
will indemnify its directors for all acts of omissions in the director's
capacity as director. This indemnification does not extend to actions in
bad faith or intentional misconduct. Pikes Peak Acquisitions.com's bylaws
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.com's 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.com's 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 sub-license
agreement with David R. Mortenson & Associates. 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 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. Pikes Peak Acquisitions.com's territory is the state of Colorado.
The license will be automatically renewed unless Pikes Peak
Acquisitions.com or Vitamineralherb.com gives the other notice of its
intent not to renew.
Vitamineralherb.com has agreed to provide certain business
administrative services to Pikes Peak Acquisitions.com, including product
development, store inventory, website creation and maintenance,
establishment of banking liaisons, and development and maintenance of an
order fulfillment system, thereby enabling Pikes Peak Acquisitions.com to
focus strictly on marketing and sales. Some services, such as development
of the website and the order fulfillment system will be provided by
Vitamineralherb.com, while others, such as product development and store
inventory, will be provided by the product supplier. Vitamineralherb.com
sets the price for products based on the manufacturer's price, plus a mark
up which Vitamineralherb.com and Pikes Peak Acquisitions.com share equally.
Pikes Peak Acquisitions.com and its customers will also be able to
request quotes for and order custom-formulated and custom-labeled products
via the website. Three different labeling options are available to
customers: First, products may be ordered with the manufacturer's 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's 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. It is anticipated that the customer will pay for the purchase
with a credit card, electronic check ("e-check"), or debit card. All
products will be 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.com's 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 International Formulation and Manufacturing.
Vitamineralherb.com then forwards the money due Pikes Peak Acquisitions.com
via electronic funds transfer, Vitamineralherb's software tracks all sales
through the customer's 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, USA.
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 does no retail marketing. In addition to a line of standard
products, International Formulation and Manufacturing is able to
manufacture custom blended products for customers. International
Formulation and Manufacturing also has the capability to supply privately
labeled products for Pikes Peak Acquisitions.com's customers at a minimal
added cost.
Implementation of business plan: Milestones
Pikes Peak Acquisitions.com's business plan is to determine the
feasibility of selling Vitamineralherb.com products to targeted markets.
Should Pikes Peak Acquisitions.com determine that its business plan is
feasible, it intends to employ salespeople to call on medical
professionals, alternative health 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 to interest these
professionals in selling to their clients high-quality, low-cost vitamins,
minerals, nutritional supplements and other health and fitness products.
These professionals would sell the products to their clients via the
Internet. Pikes Peak Acquisitions.com will achieve implementation of its
business plan by meeting the following milestones:
Milestone 1: Market Survey. In order to determine the
feasibility of its business plan, Pikes Peak Acquisitions.com
must conduct research into the various potential target markets.
The market analysis research will likely consist of a telephone
survey to 100-200 potential clients, focusing on three or four of
the core target markets, such as chiropractors, health clubs, and
alternative medicine practitioners. The survey would likely
contain questions which would determine the marketing approach
and acceptability of specific products. The survey would take
approximately four to six weeks. The cost of the survey is
estimated to range from $10,000-$13,500, which would be paid for
in part out of the proceeds of this offering.
Milestone 2: Hire Salespeople. Should Pikes Peak
Acquisitions.com determine that the exploitation of the license
is feasible, it will then have to engage salespeople to market
the products. Pikes Peak Acquisitions.com expects that it may
hire two salespeople during its first year of operation. The
hiring process would include running advertisements in the local
newspaper and conducting interviews. It is anticipated that
hiring the salespeople may take four to eight weeks. The cost of
the salespeople, not including compensation, is estimated at
$20,000.
Milestone 3: Establish an Office. Pikes Peak Acquisitions.com
would then have to establish an office or offices for the sales
force in the appropriate market or markets. This would include
an office, equipment such as computers and telephones, and sample
inventory for the salespeople. It is anticipated that it may
take eight to twelve weeks to locate acceptable office space and
select and purchase equipment. The expense of office rental,
equipment and inventory samples is estimated to be $45,000 per
year.
Milestone 4: Development of Advertising Campaign. The next step
would be to develop an advertising campaign, including
establishing a list of prospects based on potential clients
identified in the market survey, and designing and printing sales
materials. It is anticipated that it would take approximately
six to ten weeks to develop the advertising campaign, although,
depending on the availability of resources, Pikes Peak
Acquisitions.com will attempt to develop its advertising campaign
concurrently with establishing an office. The cost of developing
the campaign is estimated at approximately $12,000 per year.
Milestone 5. Implementation of Advertising Campaign/Sales Calls.
Implementation of the advertising campaign would begin with
mailing the sales materials to the identified list of prospects.
Approximately two to four weeks thereafter, the salespeople would
begin telephone follow ups and scheduling of sales calls.
Although it will be necessary to make sales calls throughout the
life of the company, it is estimated that the first round of
sales calls will take approximately eight to twelve weeks to
complete. Th cost of salary and expenses for two salespeople is
estimated at $248,000 per year.
Milestone 6: Achieve Revenues. It is difficult to quantify how
long it will take to convert a sales call into actual sales and
revenues. Pikes Peak Acquisitions.com will not begin receiving
orders until its sales force is able to convince potential
clients to begin offering such products to their customers, or to
convert from an existing supplier. Pikes Peak Acquisitions.com
hopes that clients would begin placing orders within weeks of a
sales call, but it may take several months before people begin to
purchase products. Moreover, customers may not be willing to pay
for products at the time they order, and may insist on buying on
account, which would delay receipt of revenues another month or
two. Assuming Pikes Peak Acquisitions.com has received all
necessary approvals to begin raising funds by November, 2000, and
assuming an offering period of approximately one month, in a best
case scenario Pikes Peak Acquisitions.com may receive its first
revenues as early as May, 2001. However, a more realistic
estimate of first revenues would be November, 2001 or later.
As discussed more fully in the Management's Discussion and
Analysis-Liquidity and Capital Resources section, the expenses of
implementing Pikes Peak Acquisitions.com business plan will likely
exceed the funds raised by this offering, and Pikes Peak
Acquisitions.com will have to obtain additional financing through an
offering or through capital contributions by current shareholders. No
commitments to provide additional funds have been made by management
or 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.
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. IDC's
vice president, Sean Kaldor, indicated that figure is expected to increase
more than ten-fold over he 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.com's 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.com's 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.com's 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:
- 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.com's lack of need of inventory and
warehouse space. All products are shipped from International Formulation
and Manufacturing's 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 company's 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 company's 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 company's 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.com's 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.com's 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.com's 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.com's 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 ender the in
volved 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.com's website or the modification of Pikes Peak
Acquisitions.com's selling methods, interfering with Pikes Peak
Acquisitions.com's 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 Administration's 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.com's
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.com's 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 copies at the Commission's 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.com's filings with the
Commission are also available to the public from the Commission's 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 Commission's public reference rooms, and the
website of the Commission referred to above.
Management's discussion and analysis or plan of operation
The following discussion and analysis of Pikes Peak Acquisitions.com's
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.com's 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.com's 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 31,
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.com's 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.com's 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 $5,845 were paid for by the initial
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 $5,845 of organizational expenses incurred and paid by the
initial shareholders on behalf of the Company and $12,000 of additional
expenses to be incurred. Mr. Beehner will serve in his capacity as an
officer and director of Pikes Peak Acquisitions.com without compensation
until a market is developed for the Vitamineralherb products.
Pikes Peak Acquisitions.com's business plan is to determine the
feasibility of selling Vitamineralherb.com products to targeted markets.
Should Pikes Peak Acquisitions.com determine that its business plan is
feasible, it intends to employ sales people to call on 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 to interest these professionals in selling to their
clients high-quality, low-cost vitamins, minerals, nutritional supplements,
and other health and fitness products. These professionals would sell the
products to their clients via the Internet.
In order to determine the feasibility of its business plan, Pikes Peak
Acquisitions.com plans, during the next six to twelve months, to conduct
research into these various potential target markets. Should Pikes Peak
Acquisitions.com determine that the exploitation of the license is
feasible, it will engage salespeople to market the products. Based
primarily on discussions with the licensor, Pikes Peak Acquisitions.com
believes that during its first operational quarter, it will need a capital
infusion of approximately $90,000 to achieve a sustainable sales level
where ongoing operations can be funded out of revenues. This capital
infusion is intended to cover costs of advertising, hiring and paying two
salespeople, and administrative expenses. In addition, Pikes Peak
Acquisitions.com will need approximately $260,000 in the even it determines
that its market will not pay in advance and it will have to extend credit.
These expenses will exceed the funds raised by this offering, and Pikes
Peak Acquisitions.com will have to obtain additional financing through an
offering or capital contributions by current shareholders.
Pikes Peak Acquisitions.com is conducting this offering, in part,
because it believes that an early registration of its equity securities
will minimize some of the impediments to capital formation that otherwise
exist. By having a registration statement in place, Pikes Peak
Acquisitions.com believes it will be in a better position, either to
conduct a future public offering of its securities or to undertake a
private placement with registration rights, than if it were a completely
private company. Registering its shares will help minimize the liquidity
discounts Pikes Peak Acquisitions.com may otherwise have to take in a
future private placement of its equity securities, because investors will
have a high degree of confidence that the Rule 144(c) (1) public
information requirement will be satisfied, and a public market will exist
to effect Rule144(g) broker transactions. Pikes Peak Acquisitions.com
believes that the cost of registering its securities, and undertaking the
affirmative disclosure obligations that such a registration entails, will
be more than offset by avoiding deep liquidity discounts in future sales of
securities. No specific private investors have been identified, but Pikes
Peak Acquisitions.com's management has general knowledge of an investor
class interested in investing in companies that can demonstrate a clear
path to an early liquidity event.
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 no discussions concerning potential
business combinations, and 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. 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 of
approximately 800 square feet, 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
No director, executive officer or nominee for election as a director of
Pikes Peak Acquisitions.com, and no owner of five percent or more of Pikes
Peak Acquisitions.com's outstanding shares or any member of their immediate
family has entered into or proposed any transaction in which the amount
received exceeds $60,000.
Market for common equity and related stockholder matters
No established public trading market exists for Pikes Peak
Acquisitions.com's 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.com's 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.com's 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.com's 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)
Index
Independent Auditor's 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 F-6 to F-7
Independent Auditor's 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 Company's 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 Company's ability to continue as a going concern.
Management's 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.
(A Development Stage Company)
Balance Sheets
(expressed in U.S. dollars)
March 31, December 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)
- -
Pikes Peak Acquisition.com Inc.
(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 1,200 - 1,200
17,845 12,000 5,845
Net Loss (17,845) (12,000) (5,845)
</TABLE>
Pikes Peak Acquisition.com Inc.
(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 2645 - 2,645
Accounts payable 1200 - 1,200
Accrued offering costs 12000 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 Activities
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>
Pikes Peak Acquisition.com Inc.
(A Development Stage Company)
Statement 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 - 2000 -
Net loss for the period - - - - (5,845)
Balance - December 31, 4500000 4500 145 4645 (5,845)
1999 Net loss for
the period - - - - (12,000)
Balance - March 31, 2000 4500000 4500 145 4645 (17,845)
</TABLE>
Pikes Peak Acquisition.com Inc.
(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 Company's ability
to continue as a going concern.
2. Summary of Significant Accounting Policies
(a) Year end
The Company's 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 product 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.
3. Licenses (continued)
(a) (continued)
The current price for Biocatalyst is $2.00 per gallon; Mortenson &
Associates may change the price on 10 day's notice. The license is amortized
to operations over one year starting July 1, 1999. The Company's 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
Grantor's 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 Grantor's 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 transferor's 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.com's 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 director's capacity as a director of the Company. The effect
of these provisions is potentially to indemnify Pikes Peak
Acquisitions.com's 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 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 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 director's
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.com's Bylaws also permit it to maintain insurance on
behalf of its officers, directors, employees and agents against any
liability asserted against ins 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 1,000
Attorneys' fees and expenses 8,000
Accountants' fees and expenses 1,500
Transfer agent's and registrar's fees and expenses 500
Total $11,010.56
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.com's 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 $2500.00) 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.com's 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.com's 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.com's 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. These were
sales between private individuals.
EXHIBITS
The following exhibits are filed as part of this Registration
Statement:
Exhibit
Number Description
3.1* Articles of Incorporation
3.2* Bylaws
4.1* Specimen Stock Certificate
5.1* Opinion re: legality
10.1* License Agreement (Vitamineralherb.com - IFM)
10.2* Assignment of License Agreement
10.3 Release Agreement (Biocatalyst License)
23.1 Consent of Independent Auditors
23.2 Consent of Counsel (see Exhibit 5.1)
27 Financial Data Schedule
* Previously filed
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 December 1, 2000.
Pikes Peak Acquisitions.com
By:/s/ 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 December 1,2000
J.P. Beehner
/s/ Dorothy A. Mortenson Secretary/Treasurer,
Director December 1, 2000
Exhibit 10.3 RELEASE AGREEMENT
AND
CANCELLATION OF CONTRACT
This Agreement made and entered into this 14th. Day of
February, 2000,by and between David R. Mortenson & Associates, a
Texas general partnership ("DRM") and Pikes Peak
Acquisitions.com, Inc., a Nevada corporation ("PPA"), the parties
agree as follows:
1. On June 29, 1999, DRM and PPA entered into a License
Agreement granting PPA certain rights to manufacture and
distribute proprietary oxygen-enriched water products as
specifically set forth in the agreement.
2. That the underlying contract between DRM and the owners of
the Biocatalyst technology have come into dispute.
3. That in settlement of any dispute which may arise between
DRM and PPA as a result of the loss of the rights to manufacture
and distribute Biocatalyst products the parties agreed to and
substituted certain rights to an internet marketing and
distribution system for vitamins
4. That the parties consider the substitution agreement as full
settlement for any differences which may have arisen by virtue of
the loss of the Biocatalyst license agreement.
That in consideration for the granting of the Internet
marketing system for vitamins the parties hereby release
each other from any further responsibility and
obligations under the Biocatalyst License Agreement, and
hereby cancel and terminate said agreement dated June 29,
1999, and any amendments there under. Further, Pikes Peak
Acquisitions.com, Inc. is released of any and all
financial responsibility of liability under said
agreement.
DATED: February 14, 2000
David R. Mortenson & Associates:
/s/ David R. Mortenson Dated: February 14,2000
Pikes Peak Acquisitions.com, Inc.
/s/ J.P. Beehner, President Dated: February 14, 2000
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
registered office of this corporation is the same as its
principal office. The Nevada Agency and Trust Company is hereby
named as Resident Agent of this corporation and in charge of its
said office in Nevada.
ARTICLE III
The nature of the business, objects and purposes to be
transacted, promoted, or carried on by the corporation are:
A. To conduct any lawful business, to promote any lawful
purpose, and to engage in any lawful act or activity for
which corporations may be 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.
B. 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.
C. 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 inaction, 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.
D. 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 of 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.
E. 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.
F. 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.
G. 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.
H. 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.
I. To promote and exercise all or any part of the
foregoing purposes and powers in any 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 (1), 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 maybe 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 directors 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
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 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 directors
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 , 1999.
/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 A. 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 Provision 4
1.02 Registered Agent or Office-Requirement
of Filing Changes with Secretary of State 4
1.03 Initial Business Office 4
1.04 Amendment of Bylaws 5
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 6
2.06 Quorum 6
2.07 Adjournment-Notice of Adjourned Meetings 6
2.08 Conduct of Meetings 6
2.09 Powers of the Board of Directors 7
2.10 Board Committees-Authority to Appoint 7
2.11 Transactions with Interested Directors 7
2.12 Number of Directors 8
2.13 Term of Office 8
2.14 Removal of Directors 8
2.15 Vacancies 8
2.15(a) Declaration of Vacancy 9
2.15(b) Filling Vacancies by Directors 9
2.15(c) Filling Vacancies by Shareholders 9
2.16 Compensation 9
2.17 Indemnification of Directors and Officers 9
2.18 Insuring Directors, Officers, and Employees 9
3.00 SHAREHOLDERS' MEETINGS
3.01 Action Without Meeting 10
3.02 Telephone Meetings 10
3.03 Place of Meetings 10
3.04 Notice of Meetings 10
3.05 Voting List 11
3.06 Votes per Share 11
3.07 Cumulative Voting 11
3.08 Proxies 12
3.09 Quorum 12
3.09(a) Quorum of Shareholders 12
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 13
3.13 Failure to Hold Annual Meeting 13
3.14 Special Meetings 13
4.00 OFFICERS
4.01 Title and Appointment 14
4.01(a) Chairman 14
4.01(b) President 14
4.01(c) Vice President 14
4.01(d) Secretary 15
4.01(e) Treasurer 15
4.01(f) Assistant Secretary or
Assistant Treasurer 16
4.02 Removal and Resignation 16
4.03 Vacancies 16
4.04 Compensation 17
5.00 AUTHORITY TO EXECUTE INSTRUMENTS
5.01 No Authority Absent Specific Authorization 17
5.02 Execution of Certain Instruments 17
6.00 ISSUANCE AND TRANSFER OF SHARES
6.01 Classes and Series of Shares 17
6.02 Certificates for Fully Paid Shares 18
6.03 Consideration for Shares 18
6.04 Replacement of Certificates 18
6.05 Signing Certificates-Facsimile Signatures 18
6.06 Transfer Agents and Registrars 18
6.07 Conditions of Transfer 19
6.08 Reasonable Doubts as to Right to Transfer 19
7.00 CORPORATE RECORDS AND ADMINISTRATION
7.01 Minutes of Corporate Meetings 19
7.02 Share Register 19
7.03 Corporate Seal 20
7.04 Books of Account 20
7.05 Inspection of Corporate Records 20
7.06 Fiscal Year 20
7.07 Waiver of Notice 21
8.00 ADOPTION OF INITIAL BYLAWS 21
ARTICLE ONE-CORPORATE 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 OFFICE-REQUIREMENT 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 TWO-DIRECTORS 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
orporate 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 COMMITTEES-AUTHORITY 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 isauthorized 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.
2.16 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 THREE-SHAREHOLDERS' 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 Shareholders 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 Shareholders 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 FOUR-OFFICERS
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 supervision, 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:
(1) 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.
(2) Receive, and give receipt for, monies due and
payable to the Corporation.
(3) 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.
(4) 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.
(5) 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 7.04 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 majorityof 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 FIVE-AUTHORITY 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 SEVEN-CORPORATE 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
