PLATINUM PEARLS INC, SB-2, 2000-04-12

PLATINUM PEARLS INC
SB-2, 2000-04-12
NON-OPERATING ESTABLISHMENTS

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM SB-2

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933
------------------------

PLATINUM PEARLS, INC.
(Name of small business issuer in its charter)

Nevada 9995 86-0746356
(State of Incorporation) (Primary Standard Industrial (I.R.S.
Employer

Classification Code Number) Identification
Number)

P.O. Box 6154
Scottsdale, AZ
(480)-991-8342 (PHONE)
(480)991-8551 (FAX)

(Address and telephone number of principal executive offices)

--------------------------
P.O. Box 6154
Scottsdale, AZ
(480)-991-8342 (PHONE)
(480)991-8551 (FAX)

(Address of principal place of business or intended principal place of
business)

Corporate Services Center, Inc.
1280 Terminal Way #3
Reno, Nevada 89502

(Name, address and telephone number of agent for service)
--------------------------

COPIES TO:

KENNETH G. EADE
Attorney at Law
827 State Street, Suite 26
Santa Barbara, CA 93101
(805)560-9828 (PHONE)
(805) 560-3608 (TELECOPY)
--------------------------

APPROXIMATE DATE OF PROPOSED SALE TO THE PUBLIC: As soon as practicable
after the effective date of this registration statement.

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, 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 Rule 434,
please check the following box: / /
-------------

THE REGISTRANT 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, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION,
ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
[CAPTION]
<TABLE>

___________________________________________________________________________________________________

TITLE OF EACH DOLLAR PROPOSED PROPOSED
AMOUNT OF
CLASS OF SECURITIES AMOUNT TO MAXIMUM AGGREGATE MAX. AGGREGATE
REGISTRATION FEE
<F>
<S> <C> <C> <C>
<C>

Common Stock, .001 par $25,000 $.50 $25,000
$6.60
Total $25,000 $.50 $25,000
$6.60

</TABLE>

DATED APRIL 7, 2000

INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE

SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.

PROSPECTUS

PLATINUM PEARLS, INC.

50,000 SHARES OF COMMON STOCK

Up to 50,000 of the shares of Common Stock offered hereby (the "Offering")
are being sold by PLATINUM PEARLS, INC. ("Platinum Pearls " or the
"Company"). There is no minimum contingency and no escrow or impound, and
the proceeds may be utilized by the Company in its discretion. The Company's
Common Stock is not currently listed or quoted on any quotation medium.
There can be no assurance that the Company's common stock will ever be
quoted on any quotation medium or that any market for the Company's stock
will ever develop.

------------------------

THE COMMON STOCK OFFERED HEREBY IS SPECULATIVE AND INVOLVES A HIGH DEGREE OF
RISK AND SUBSTANTIAL DILUTION. SEE "RISK FACTORS" AND "DILUTION."

---------------------

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
COMMISSION OR
ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

PRICE UNDERWRITING PROCEEDS
TO DISCOUNTS AND TO
PUBLIC COMMISSIONS(2)
COMPANY(1)
Per Share................$ .50 $0 $ .50
Total (Minimum)......... $ 50,000 $0 $25,000
Total (Maximum)......... $ 50,000 $0 $25,000

(1) Before deducting expenses payable by the Company, estimated at
approximately $5,000. This offering is self-underwritten, so the Company is
not obligated to pay commissions or fees on the sales of any of the shares.
This offering is for up to 50,000 common shares. There is no minimum
contingency, and the proceeds may be used in the Company's discretion.

(2)The shares of Common Stock are being offered by the Company through its
officers and directors on a best efforts basis subject to prior sale, when,
as, and if delivered to and accepted by the Company and subject to the
approval of certain legal matters by counsel and certain other conditions.
The Company reserves the right to withdraw, cancel or modify the Offering
and to reject any order in whole or in part.

APRIL 7, 2000
------------------------
AVAILABLE INFORMATION

The Company has filed its Form 10SB on file with the Securities and
Exchange Commission, it has become effective and the Company is subject to
the reporting requirements of the Securities and Exchange Act of 1934, as
amended (the "Exchange Act") under Section 12 of the Act. In accordance
therewith will file reports and other information with the Securities and
Exchange Commission (the "Commission"). Reports, proxy statements and other
information filed by the Company can be inspected and copied at the
principal office of the Commission, Public Reference Room, 450 Fifth Street,
N.W., Washington, D.C. 20549. Copies can be obtained from the Commission at
prescribed rates by writing to the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549. The Commission maintains a Web site that contains
reports, proxy and information statements and other information regarding
registrants that file electronically with the Commission. The address of
such Web site is http://www.sec.gov.

The Company has filed with the Commission a registration statement (the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Securities Act"), with respect to sales of the shares of Common Stock offered

hereby. This Prospectus omits certain information contained in the Registration
Statement. For further information, reference is made to the Registration

Statement, the exhibits and financial statements filed as a part thereof, which

may be examined without charge at the office of the Commission, and photocopies
of which, or any portion thereof, may be obtained upon payment of the
prescribed
fee.

Statements contained in this Prospectus as to the contents of any agreement
or other document referred to are not complete, and where such agreement or
other document is an exhibit to the Registration Statement, each statement is
deemed to be qualified and amplified in all respects by the provisions of the
exhibit.
PROSPECTUS SUMMARY

THIS SUMMARY IS QUALIFIED IN ITS ENTIRETY BY THE MORE DETAILED INFORMATION
AND CONSOLIDATED FINANCIAL STATEMENTS, INCLUDING THE NOTES THERETO, APPEARING
ELSEWHERE IN THIS PROSPECTUS, INCLUDING THE INFORMATION SET FORTH UNDER "RISK
FACTORS." CERTAIN STATEMENTS CONTAINED IN THE PROSPECTUS SUMMARY AND ELSEWHERE
IN THIS PROSPECTUS REGARDING MATTERS THAT ARE NOT HISTORICAL FACTS, SUCH AS
STATEMENTS REGARDING GROWTH TRENDS IN THE INDUSTRY AND THE COMPANY'S GROWTH
STRATEGY AND PLANS TO INTRODUCE ADDITIONAL PRODUCTS OR SERVICES, ARE
FORWARD-LOOKING STATEMENTS (AS SUCH TERM IS DEFINED IN THE SECURITIES ACT).
SINCE SUCH FORWARD-LOOKING STATEMENTS INCLUDE RISKS AND UNCERTAINTIES,
ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE EXPRESSED OR IMPLIED BY SUCH
STATEMENTS. FACTORS THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY
INCLUDE, BUT ARE NOT LIMITED TO, THOSE DISCUSSED HEREIN UNDER "RISK
FACTORS," "MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS" AND "BUSINESS," AS WELL AS THOSE DISCUSSED ELSEWHERE
IN THIS PROSPECTUS.

UNLESS THE CONTEXT OTHERWISE REQUIRES, REFERENCES HEREIN TO THE "COMPANY" OR
"PLATINUM PEARLS" REFER TO PLATINUM PEARLS, INC. AND ITS SUBSIDIARIES.
CORPORATE BACKGROUND

The Company was organized on September 30, 1993, and is in the process of
commencing operations, but has not generated any revenue and is still a
development stage corporation, and has been since its inception. The
Company's is engaged in the business of marketing the Platinum Pearls(R) TM
program, a membership organization, through its Internet web site, tailored
to the "baby boomer" generation. The program is similar to that of
"A.A.R.P." but focuses on a younger lifestyle and the particular interests
of the "baby boomer" generation, as the generation enters the post-midlife
era. The Company's web site, www.platinumpearls.com, acquaints the member
with all of the Company's services, which include retreats, workshops,
fitness and exercise videos, books, and a membership package which may
include special long distance telephone rates, travel discounts and
discounts on various other products and services. selling caviar from its e
commerce web site on the Internet. There can be no assurance that the
Company's common stock will ever develop a market.

THE OFFERING

Common Stock Offered......................... Up to 50,000 shares

Common Stock Outstanding after the
Offering................................... 1,587,000 shares(1)

Use of Proceeds.............................. Working capital

Symbol....................................... None

Risk Factors................................. The shares of Common
Stock offered
hereby involve a
high degree of risk and
immediate substantial
dilution See"Risk Factors"
and "Dilution"
----------------------
(1) Figures are based on the current outstanding shares of 1,537,000..

SUMMARY FINANCIAL DATA

The following summary financial data should be read in conjunction with
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and the Consolidated Financial Statements, including the Notes
thereto, included elsewhere in this Prospectus. The statement of operations
data for the period inception to December 31, 1999 and the consolidated
balance sheet data at December 31, 1999 are derived from the Company's
audited Consolidated Financial Statements included elsewhere in this
Prospectus. These statements include all adjustments that the Company
considers necessary for a fair presentation of the financial position and
results of operations at that date and for such periods. The operating
results for the period ended December 31, 1999 are not necessarily
indicative of the results to be expected for the full year or for any future
period.

BALANCE SHEET DATA:
December 31, 1999
---------------------
Assets: ............................................ $69,548
=======

Liabilities - Accounts Payable ..................... $ --
-------
Stockholders' Equity:
Common Stock, Par value $.001
Authorized 25,000,000 shares,
Issued 1,537,000 ............................... 1,537
Paid-In Capital .................................. --
Retained Deficit ................................. 138,486
Deficit Accumulated During the
Development Stage .............................. (76,475)
-------

Total Stockholders' Equity .................... 69,548
-------
Total Liabilities and
Stockholders' Equity ........................ $69,548
=======

STATEMENT OF OPERATIONS DATA: Cumulative
since
inception
Period ended of
December 31, 1999
Development
stage
----------------
- -----------
Revenues: .................................. $-- $ --
Expenses: .................................. 33,129 76,475
----- ------
Net Loss .............................. $33,129 $ 76,475
----- ------
Basic & Diluted loss per share ............. $(.022) $
(.049)
===== ======

RISK FACTORS

PROSPECTIVE INVESTORS IN THE SHARES OFFERED HEREBY SHOULD CAREFULLY CONSIDER
THE FOLLOWING RISK FACTORS, IN ADDITION TO THE OTHER INFORMATION APPEARING
IN THIS PROSPECTUS.

LIMITED OPERATING HISTORY; HISTORY OF LOSSES; SIGNIFICANT ACCUMULATED AND
WORKING CAPITAL DEFICITS

The Company is a development stage company which has no operating history
upon which an evaluation of its future performance and prospects can be
made. The
Company's prospects must be considered in light of the risks, expenses, delays
and difficulties frequently encountered in establishing a new business in an
emerging and evolving industry characterized by intense competition. Since
inception, the Company has incurred losses.

INTENSE COMPETITION

E commerce and Internet related seminars, workshops and information services
is an industry of intense competition, rapidly evolving and subject to
constant change. Competitors with greater financial resources than the
Company are more equipped to compete with the Company in this industry.
There can be no assurance that the Company will be able to compete
successfully in any chosen.

DEVELOPMENT STAGE COMPANY

The Company is still in the development stage and has just commenced
operations. Its operations are subject to all of the risks inherent in
establishing a new business enterprise. The Company's potential for success
must be considered in light of the problem, expenses, difficulties,
complications and delays frequently encountered in connection with a new
business. No assurance can be given that the Company will be successful.

LIMITED CAPITAL AND NEED FOR SIGNIFICANT ADDITIONAL FINANCING

The Company anticipates that the net proceeds of this offering will satisfy
its operating cash requirements for at least 12 months after this offering
is consummated. However, no assurance can be given that Russian-Caviar will
not require additional financing sooner than currently anticipated. In
order to continue with its planned operations, the Company is dependent upon
additional equity financing. There can be no assurance that additional
equity financing can be obtained.

NO PUBLIC MARKET AND POSSIBLE VOLATILITY OF COMMON STOCK PRICES

Prior to this offering, the Company's common shares have never been freely
traded and there is no public market for its stock. No assurance can be
given that an active public market will develop or be sustained after the
offering. There also can be no assurance that the Company's securities will
be quoted on any recognized quotation medium. The initial public offering
price of the shares has been arbitrarily determined by the Company. The
trading price of the securities could be subject to wide fluctuations in
response to quarter-to-quarter variations in operating results,
announcements, and other events or factors. In addition, the stock market
has from time to time experienced extreme price and volume fluctuations
which have particularly affected the market price for many companies and
which often have been unrelated to the operating performance of these
companies. These broad market fluctuations may adversely affect the market
price of the securities.

PENNY STOCK RESTRICTIONS

The Company's securities are not currently quoted on any recognized
quotation medium. While there can be no assurance that any public market
will ever develop for the Company's common stock, if such a market should
develop, trading the Company's Common Stock would be subject to the
requirements of certain rules promulgated under the Securities Exchange Act
of 1934, as amended ("Exchange Act"), which require additional disclosure by
broker-dealers in connection with any trades involving a stock defined as a
penny stock (generally, any non-Nasdaq equity security that has a market
price of less than $5.00 per share, subject to certain exceptions). Such
rules require the delivery, prior to any penny stock transaction, of a
disclosure schedule explaining the penny stock market and the risks
associated therewith, and impose various sales practice requirements on
broker-dealers who sell penny stocks to persons other than established
customers and accredited investors (generally institutions). For these types
of transactions, the broker-dealer must make a special suitability
determination for the purchaser and have received the purchaser's written
consent to the transaction prior to sale. The additional burdens imposed
upon broker-dealers by such requirements may discourage them from effecting
transactions in the Company's securities, which could severely limit the
liquidity of the Company's securities and the ability of purchasers in this
Offering to sell such securities in the secondary market.

BROAD DISCRETION IN APPLICATION OF NET PROCEEDS BY MANAGEMENT

The estimated net proceeds of the Offering has been allocated to working
capital and general corporate purposes. Accordingly, the Company's
management will have broad discretion as to the application of these
proceeds. A portion of the proceeds allocated to working capital may be used
by the Company to pay salaries, including salaries of its executive
officers, and for acquisitions. Although the Company currently has no
agreement, arrangement or understanding with respect to any acquisition,
should an acquisition opportunity be identified by the Company, the Board of
Directors may have the ability to approve such acquisition without seeking
stockholder approval.

RELATED PARTY TRANSACTIONS; POSSIBLE CONFLICTS OF INTEREST

The Company has engaged in transactions with certain of its officers,
directors and principal stockholders. The terms of such transactions were
determined without arms' length negotiations and could create, or appear to
create, potential conflicts of interest which may not necessarily be
resolved in the Company's favor. See "Certain Transactions."

DILUTION

The public offering price is substantially higher than the net tangible book
value per share of the currently outstanding Common Stock. Investors
purchasing shares of Common Stock in the Offering will therefore experience
immediate dilution in net tangible book value, assuming a $,50 per share
offering price. See "Dilution."

NEW INDUSTRY; UNCERTAINTY OF MARKET ACCEPTANCE

The Internet industry is an emerging market characterized by an increasing
and substantial number of new competitors that have introduced or are
developing an array of new products and services, including interactive,
enhanced and value-added services. Each of these entrants is seeking to
position its products and services as the preferred method for accessing
prepaid long distance telecommunications services. As is typical in an
emerging industry, market acceptance of newly introduced products and
services is uncertain. There can be no assurance that substantial markets
for prepaid phone cards will continue to develop or that the Company will be
able to meet its current marketing objectives, succeed in positioning its
products and to achieve significant market acceptance for its products.

NON-RECURRING REVENUES

Generally, the Company's products and services generate non-recurring
revenues. The Company may remain dependent on non-recurring revenues and
sales of memberships in its organization to a limited customer base for a
significant portion of its revenues.
USE OF PROCEEDS

The net proceeds to the Company from the sale of the shares of Common
Stock offered hereby are estimated to be approximately $50,000. The Company
intends to use these proceeds for web site promotion, working capital and
general corporate purposes.

The allocation of the net proceeds of the Offering set forth above
represents the Company's best estimates based upon its current plans and
certain assumptions regarding industry and general economic conditions and
the Company's future revenues and expenditures. If any of these factors
change, the Company may find it necessary or advisable to reallocate some of
the proceeds within the above-described categories.

Proceeds not immediately required for the purposes described above will be
invested temporarily, pending their application as described above, in
short-term United States government securities, short-term bank certificates
of deposit, money market funds or other investment grade, short-term,
interest-bearing instruments.

The Company anticipates, based on currently proposed plans and assumptions
relating to its operations (including the costs associated with its growth
strategy), that the proceeds of the Offering, if at least the minimum number
of shares are sold, together with its existing financial resources and cash
flow from operations, should be sufficient to satisfy its anticipated cash
requirements for the next twelve months; however, there can be no assurance
that this will be the case. The Company's actual cash requirements may vary
materially from those now planned and will depend upon numerous factors,
including the general market acceptance of the Company's new and existing
products and services, the growth of the Company's distribution channels,
the technological advances and activities of competitors, and other factors.
See "Management's Discussion and Analysis of Financial Condition and Results
of Operations."

DIVIDEND POLICY

The Company has never declared or paid cash dividends on its capital stock.
The Company currently intends to retain earnings, if any, to finance the
growth and development of its business and does not anticipate paying any cash
dividends in the foreseeable future.

PRICE RANGE OF SECURITIES

The Company's common stock is not listed or quoted at the present time,
and there is no present public market for the Company's common stock. The
Company has obtained a market maker who filed a form 211 with the NASD OTC
Bulletin Board(Bulletin Board), but who will not follow up on the filing
until the Company has closed this offering, and there can be no assurance
that the market maker will resubmit the Company's form 211 or that the
Company's stock will be quoted on the Bulletin Board. There also can be no
assurance that the NASD will accept the Company's market maker's application
on Form 211. Therefore, there can be no assurance that a public market for
the Company's common stock will ever develop.

CAPITALIZATION

The following table sets forth the short-term debt and capitalization of
the Company as of December 31, 1999, and the pro forma capitalization of the
Company as of May 31, 2000, giving effect to the sale of the of 50,000
shares at the price of $.50 share, after deducting estimated offering
expenses. The table should be read in conjunction with the Consolidated
Financial Statements, including the Notes thereto, appearing elsewhere in
this Prospectus.

BALANCE SHEET DATA:

---------------------
12/31/995/31/2000
-------

Assets: ............................................ $69,548$ 89,048
======= =======

Liabilities - Current......... ..................... $6,000$ 6,000
------- --------
Stockholders' Equity:
Common Stock, Par value $.001
Authorized 25,000,000 shares,
Issued 1,537,000 shares and 1587,000
respectively................................. 1,537 1,587
Paid-In Capital .................................. 138,486 163,436
Retained Deficit ................................. ( 76,475)(56,975)
Deficit Accumulated During the
Development Stage .............................. ( 76,475)
(56,975)
----------------

Total Stockholders' Equity .................... 69,548 108,048
----------------
Total Liabilities and
Stockholders' Equity ........................ $69,548$ 89,048
===============

DILUTION

As of December 31, 1999, the Company's net tangible book value was $63,548,
or $.04 per share of common stock. Net tangible book value is the aggregate
amount of the Company's tangible assets less its total liabilities. Net
tangible book value per share represents the Company's total tangible assets
less its total liabilities, divided by the number of shares of common stock
outstanding. After giving effect to the sale of 50,000 shares at an
offering price of $.50 per share of Common Stock, application of the
estimated net sale proceeds (after deducting offering expenses), the
Company's net tangible book value as of the closing of this offering would
increase from $63,548 to $83,048. This represents an immediate increase in
the net tangible book value of $.012 per share to current shareholders, and
immediate dilution of $.488 per share to new investors, as illustrated in
the following table:

Public offering price per share of common stock ...................$ .50
Net tangible book value per share before offering..................$ 0
Increase per share attributable to new investors...................$ 0
Net tangible book value per share after offering...................$ .008
Dilution per share to new investors................................$ 0.992
Percentage dilution................................................$ .99.2%

SELECTED FINANCIAL DATA

The following selected consolidated financial data should be read in
conjunction with "Management's Discussion and Analysis of Financial Condition

and Results of Operations" and the Consolidated Financial Statements, including
the Notes thereto, included elsewhere in this Prospectus. The statement of
operations data for the period inception to February 29, 2000 and the
balance sheet data at 2000 are derived from the Company's Consolidated
Financial Statements, which have been audited by the Company's independent
auditors, included elsewhere in this Prospectus, and include all adjustments
that the Company considers necessary for a fair presentation of the
financial position and results of operations at that date
and for such periods.

BALANCE SHEET DATA:
February 29, 2000

---------------------
2000
-------

Assets: ............................................ $ --
=======

Liabilities - Accounts Payable ..................... $ --
-------
Stockholders' Equity:
Common Stock, Par value $.001
Authorized 100,000,000 shares,
Issued 1,950,000 shares at February 29, 1,950
2000 ..................................
Paid-In Capital .................................. 0
Retained Deficit ................................. (1,950)
Deficit Accumulated During the
Development Stage .............................. (1,950)
-------

Total Stockholders' Equity .................... --
-------
Total Liabilities and
Stockholders' Equity ........................ $ --
=======

STATEMENT OF OPERATIONS DATA:
Cumulative
Since

Inception
For the month ended of
February 29,
Development
----------------- stage
2000

----- -----
Revenues: .................................. $-- $--

Expenses: .................................. 1,950 1,950

----- -----
Net Loss .............................. $(1,950)
$(1,950)

----- -----
Basic & Diluted loss per share ............. $--
=====

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with the Company's
Consolidated Financial Statements, including the Notes thereto, appearing
elsewhere in this Prospectus.

COMPANY OVERVIEW

The Company was organized on September 30, 1993, and is in the process of
commencing operations, but has not generated any revenue and is still a
development stage corporation, and has been since its inception. The
Company's is engaged in the business of marketing the Platinum Pearls(R)
program, a membership organization, through its Internet web site, tailored
to the "baby boomer" generation. The program is similar to that of
"A.A.R.P." but focuses on a younger lifestyle and the particular interests
of the "baby boomer" generation, as the generation enters the post-midlife
era. The Company's web site, www.platinumpearls.com, acquaints the member
with all of the Company's services, which include retreats, workshops,
fitness and exercise videos, books, and a membership package which may
include special long distance telephone rates, travel discounts and
discounts on various other products and services. The Company's common stock
is not listed on any recognized exchange or quoted on any quotation medium.
There can be no assurance that its common stock will ever develop a market.

PLAN OF OPERATIONS-IN GENERAL

The Company is a development stage corporation, engaged in the business of
marketing the Platinum Pearls program, a membership organization, tailored
to the "baby boomer" generation. The program is similar to that of
"A.A.R.P." but focuses on a younger lifestyle and the particular interests
of the "baby boomer" generation, as the generation enters the post-midlife
era. The Company intends to establish a web page on the Internet which will
acquaint the member with all of the Company's services, which will be
retreats, workshops, fitness and exercise videos, books, and a membership
package which may include special long distance telephone rates, travel
discounts and discounts on various other products and service. The Company
has financed its operations to date through the sale of its securities. The
Company will seek to establish an aggressive marketing plan both on the
Internet and conventionally.

During the next twelve months, the Company plans to satisfy its cash
requirements by additional equity financing. There can be no assurance that
the company will be successful in raising additional equity financing, and,
thus, be able to satisfy its cash requirements, which primarily consist of
legal and accounting fees at the present time. If the company is not able
to raise equity capital, and it presently has no cash with which to satisfy
any future cash requirements. The company will need a minimum of $15,000 to
satisfy its cash requirements for the next 12 months. The company will not
be able to operate if it does not obtain equity financing. The Company
depends upon capital to be derived from future financing activities such as
subsequent offerings of its stock. There can be no assurance that the
Company will be successful in raising the capital it requires. The company
does not anticipate any further research and development of any products,
nor does it expect to incur any research and development costs. The company
does not expect the purchase or sale of plant or any significant equipment,
and it does not anticipate any change in the number of its employees. The
Company has no current material commitments. The Company has generated no
revenue since its inception.

The Company is still considered to be a development stage company, with no
significant revenue, and is dependent upon the raising of capital through
placement of its common stock. There can be no assurance that the Company will

be successful in raising the capital it requires through the sale of its common
stock.
BUSINESS

THE COMPANY

Platinum Pearls is a company which offers ways to learn to live a more
fulfilling life though workshops, tours, retreats and other quality of life
enhancement programs. These programs address the medical and financial
aspects of midlife, combined with spiritual, emotional and creative
dimension ions. The company is engaged in the business of marketing the
"Platinum Pearls(TM)" program, a "quality of life enhancement program"
presented as a membership organization, geared to the "baby boomer"
generation. The membership program will be similar to "A.A.R.P.", but
tailored to a younger lifestyle and the particular interests of the "baby
boomer" generation, as the generation enters the post-midlife era. The goal
of the Company will be to provide an "information center" for the life
improvement of its members. The Company intends to establish a web page on
the Internet which will acquaint the member with all of the Company's
services. The Company will also publish a periodic newsletter, the first
issue of which has already been published. The company will offer retreats
and workshops, a television show, fitness and exercise videos, books, and a
membership package which may include special long distance telephone rates,
travel discounts and discounts on various other products and services,
utilizing the Internet domain name "PlatinumPearls.com".

The Platinum Pearls concept is a program for living geared toward a maturing
population. The concept is that, as oysters turn irritants into pearls,
life can be richly rewarding and fulfilling if approached with the
information and techniques necessary to improve health, wealth and
lifestyles as the baby boomer generation moves into the second half of life.
Each such piece of life-improving information is a "Platinum Pearl." The
Trademark " Platinum Pearls(R)" has been registered in the United States
Patent and Trademark Office as Registration No. 2,232,091, in the name of
Tom E. Hays, and has been exclusively licensed to the Company by its owners.
The terms of the license provide for a royalty of 6% of gross revenues
generated by the Company's operations under the licensed mark, with a
minimum annual royalty payment of $20,000.

This Exclusive License Agreement is between the Company as Licensee, and Tom
Hays, President of the Company, and Susan Hays, as Licensor and owner of the
trade mark " Platinum Pearls(R)." It provides for a royalty fee of 6% of
all gross revenues generated by the Company's operations under the
trademark, and utilizing lifestyle improvement programs developed and to be
developed in conjunction with the trademark, except in the event of a
sub-license by the Company to a third party of the mark or concepts. In
that case, which is subject to written approval by Mr. and Mrs. Hays, and
will entitle Mr. and Mrs. Hays to receive 50% of the gross revenue generated
by any such sub-licensing venture.

Government approval is not necessary for the Company's business, and
government regulations have no or only a negligible effect on their
respective businesses.

The Company has not booked any significant research and development costs
and therefor do not expect to pass any of those costs to customers. And has
no product development or research and development costs.

The Company's mailing address is P.O. Box 615, Scottsdale, AZ. The
telephone number of its principal executive office is (480)-991-8342.

FORWARD LOOKING STATEMENTS

This registration statement contains forward-looking statements. The Company's
expectation of results and other forward-looking statements contained in this
registration statement involve a number of risks and uncertainties. Among the
factors that could cause actual results to differ materially from those
expected are the following: business conditions and general economic
conditions;
competitive factors, such as pricing and marketing efforts; and the pace and

success of product research and development. These and other factors may cause
expectations to differ.

THE INDUSTRY

The Internet industry is a young industry, but one of the fastest growing
industries in the country. Management believes that with the proper
marketing campaign, the Company's e commerce site can develop into the most
popular membership site on the Internet.

THE MARKET

The Company will tailor its programs, services and products to the "baby
boomer" generation; that generation comprised of people born in the post-war
"baby boom" between 1946 and 1964. The first group of these "baby boomers"
are now reaching 50 years of age. The number of people reaching that age
will continue to increase each year for at least the next ten years,
providing a steady stream of new members to attract with innovative programs
and membership benefits. There are many other organizations available to
this target generation, the largest of which is The American Association of
Retired Persons (AARP). However, the Company believes that the majority of
persons reaching age 50 in this generation will not be inclined to join such
organizations.

RETREATS, PROGRAMS AND WORKSHOPS

The Company plans to conduct self-help programs, featuring noted speakers
and authorities. The subjects of the workshops and seminars will be
physical fitness, creativity enhancement and motivational programs. These
programs will consist of one-day, week-end and week-long getaways designed
for members to grow mentally, physically and spiritually.

To supplement the programs and generate interest in Company products, the
Company will establish a web site on the Internet, and offer a two minute
morning show insert for barter syndication to local television stations.
Each show will feature an interesting and informative way to more fully
enjoy living in the next fifty years of life, followed by a stretching or
movement piece set to music. The Company will also offer a video magazine
for syndication to cable networks, which will consist of a 30 minute program
each week, featuring in-depth interviews of authors and practitioners who
will share their ideas for living a more rewarding life. The Company also
plans to produce a radio show, two hours in length, with a talk/music format.

PUBLICATIONS

The Company has published the first issues of the Platinum Pearls(R) monthly
newsletter, featuring the "best of the best" new ideas and approaches to
learning how to enjoy life more fully and luxuriously. The latest
innovations in health and fitness, books, games, foods, medications, and
travel will be featured in the magazine, which the Company believes will
eventually be marketed by subscription and newsstand sales. The Company has
outlined the concept of its first book, Platinum Pearls, which will feature
a compilation of chapter length articles by noted writers in a variety of
fields and persuasions, and which is designed to be a handbook for a
generation entering a new era of life. The book will serve as a guide to
living a better, more productive, happier and healthier life.

PRODUCTS

The Company plans to develop and market a CD-ROM containing videos, music,
articles and reference materials derived from its publications, television
shows, and its collection of articles, books, tapes and interviews. The
Company plans to develop and market exercise and fitness videos as well as
video clips from the Company's workshops and retreats. A direction for the
music to be used in the video programs and offered on cassettes and Compact
Discs has been selected and produced. The Company intends to market the
music to its members through its programs, workshops and retreats. As the
Company expands its membership and initial programming, it intends to
identify, develop and market skin care products, dietary supplements, herbal
and aroma therapies, books, tours, and clothing, promoted in conjunction
with and consistent with the Platinum Pearls(R) concepts.

THE COMPANY'S INTERNET WEB SITE

The Company operates an Internet web site, www.platinumpearls.com, which
provides the visitor with free news headlines, daily horoscope, stock
quotes, health headlines, news features, travel news, Co-op specials,
health, wellness and nutrition, workshop and retreat information. The
Internet site currently offers free memberships in Platinum Pearls(R), in
order to gather enough members to offer discounts on travel, rental cars,
and hotels.

Through the web site, the Company markets self enhancement, health and
nutrition and financial books and videos, tours, workshops, audio cassettes,
and arts and crafts.

COMPETITION

There are many other organizations available to this target generation, the
largest of which is The American Association of Retired Persons (AARP).
However, the Company believes that the majority of persons reaching age 50
in this generation will not be inclined to join such organizations, as it is
identified with a much older membership. The Company is of the opinion that
the majority of persons now reaching age 50 will be less likely to join AARP
than the Company's organization, thinking of it as an "older" organization,
one their parents might belong to. The Company intends to offer a fresher,
more polished approach, specifically targeted to the present and the needs
of the baby boomer generation, and to present the "best of the best" of
ideas and approaches to face the challenges of life one faces during the
aging process. In this respect, the Company will alert its members to the
best of the information provided by its competitors as part of the Company's
all-inclusive approach, thus benefiting from the competitive atmosphere.
The Company will be competing with other organizations which offer self-help
books, television shows and exercise videos. There can be no assurance that
other companies with greater financial resources and experience will not
identify the same opportunities on which the Company has decided to
concentrate.
PATENTS

The Company holds no patents for its products. The trademark, "Platinum
Pearls" has been registered in the United States Patent and Trademark Office
as Registration No. 2,232,091, in the name of Tom E. Hays, and has been
exclusively licensed to the Company by its owners. The Company owns the
domain name www.platinumpearls.com for its web site.

RAW MATERIALS AND PRINCIPAL SUPPLIERS AND VENDOR

There are no raw materials used in the Company's services. The Company uses
printers for its newsletter, which services are generic in nature and the
Company is not under contract with any one printer. The Company has not yet
produced any videos or compact discs, and has no current supplier for these
products.
GOVERNMENT REGULATION

Government approval is not necessary
for the Company's business, and government regulations have no effect or a
negligible effect on their respective businesses.

EMPLOYEES

The Company presently employs one employee, the President and founder of the
Company, who devotes his part time efforts to the Company.

MARKETING

The Company has developed an Internet web site with full e commerce
capabilities, which offers the company's products for sale to the Internet
consumer. In addition, the Company will promote its web site and its
products by conventional advertising and marketing. With the proceeds of
this offering, the Company plans to hire a sales force and offer
"multi-level marketing" incentives for sales.

To help achieve its sales goals, the Company plans to implement an
aggressive online marketing campaign. The objective will be to name
awareness for the Company in the online community and to continually acquire
new visitors to its Web site. One of the best ways to attract this target
audience is to achieve high visibility in the places where prospective
customers are likely to be browsing. The Company's online campaign will
target sites that generate high traffic from Internet users who fit the
Company's customer profile. In order to create this market presence and
increase customer awareness, the Company intends to promote its Web site on
the most effective search engines, directories and promotional sites the
Internet offers. However, the Company has not yet developed its Web site,
and there can be no assurance that it will implement these programs. The
programs to establish visibility and increase traffic to the web site
include directory submissions to make sure the company is listed in the top
five listings on the major search engines such as Yahoo, America Online,
Excite, Infoseek, HotBot, AltaVista, and Lycos, when a potential visitor
types in key words related to software sales. Of course, there can be no
assurance that the Company can obtain such a status, but it will continually
update its submissions to search engines to keep them current and will
update its site weekly. The Company will review its site data to optimize
its listing. Once the site data has been perfected, the Company's site will
be submitted to the top 75 search engines and promotional sites.

While listing a Web site with the search engines and promotional sites is a
high priority for the foundation of the Company's Internet program, targeted
links with sites of similar interest is another powerful method of obtaining
visitors that are interested in the Company's site. The Company will search
for sites of similar interest where it is likely to find its target audience
to place targeted links. These links will increase targeted traffic to the
Company's Web site.

The Company intends to design a professional banner and place it with
various sites on a "reciprocal" basis, at no charge to the Company. The
Company also
plans to purchase online ad banners on highly trafficked Web sites that
appeal to the Company's target audience. The Company will work with a
nationally recognized media buying firm to research the sites that are
regularly visited by prospective customers in order to design and to execute
an online advertising campaign on a cost-per-lead or similar direct response
basis.

Online communities such as Mailing Lists, Newsgroups, and Online Service
Forums tend to be very successful in driving traffic to sites as Internet
surfers use these communities to get advice from their peers. The Company
will work with a firm to seed messages about its offerings in the various
online communities that are visited by its target audience. Companies
specializing in Community Discussion Seeding include Word of Net Promotions,
Webpromote and Agency.

Targeted e-mail announcements with information about the Company's products
and services will be sent to individuals who have expressed an interest in
receiving information within targeted categories. These individuals have
voluntarily signed up to receive these e-mail messages about specific topics
and are more likely to read them. Response rates are expected to average
between 5% to 10%. These efforts will results in Company Web site visits by
these individuals because they have an interest in the Company's products
and services and can click-through Hyperlinks created in the Company's
e-mail announcement. Each e-mail message will contain a header that
specifies that the e-mail was sent to the recipient because they had
subscribed to a particular service.

The Company expects to maintain a clean corporate image by practicing
"etiquette" when sending e-mail messages. In order to differentiate between
e-mail messages that are voluntarily requested and true "spamming" from
unwelcome sources, the Company plans to only send targeted e mail to those
individuals who have voluntarily requested to receive such announcements,
and always give the participants the option to remove themselves from the e
mail lists.

The Company intends to announce its products and services on the Web in
press releases. Favorable articles or editorial pieces about the Company's
Web site can generate tremendous visibility and opportunity to sell its
products and services. The Company will e-mail its press releases to
targeted publications selected from a database of over 30,000 media
resources. Press releases can be distributed within 72 hours. *******
assurance that companies with greater buying power will be able to undercut
the Company's pricing structure.

LEGAL PROCEEDINGS

The Company is not subject to any pending litigation, legal proceedings or
claims.

MANAGEMENT

EXECUTIVE OFFICERS, KEY EMPLOYEES AND DIRECTORS

The members of the Board of Directors of the Company serve until the next
annual
meeting of stockholders, or until their successors have been elected.
The
officers serve at the pleasure of the Board of Directors.

The current executive officers, key employees and directors of the Company
are as follows:
Name Age Position
---------- --- --------
Tom E. Hays 59 Director, President, Treasurer

Susan R. Hays 49 Director, Vice President/Secretary

J.T. Stewart 42 Event Coordinator

Deanna Larson 39 Promotion and Publications
Coordinator

Kissy Woosley 31 Marketing Coordinator

Tom E. Hays. Mr. Hays is the President and Director of the Company, as well
as the owner of an interest in the Platinum Pearls(TM) trademarks and
copyrights. Mr. Hays conceived the various program elements which comprise
the Platinum Pearls(TM) concept. Mr. Hays is an accomplished photographer,
artist, and a published songwriter, music producer, cinematographer, graphic
designer and video producer. In 1987, Mr. Hays took over leadership of an
Oklahoma company engaged in the "quick oil change" business, turned the
company into a profitable position, and took it public. The company
operated 38 quick oil change auto service centers in Oklahoma, Texas and
Arizona. Fourteen of those centers in Texas were sold to Jiffy Lube, nine
in Oklahoma were sold to Avis Lube, and fifteen in Arizona were sold to
SpeeDee Oil Change, all at a profit.

In 1980, Mr. Hays was engaged in the oil and gas business, buying and
brokering oil and gas mineral leases and generating drilling prospects which
he sold to oil and gas drilling companies. He founded Edgewater Energy
Corporation and sponsored and was the general partner of five successful oil
and gas drilling limited partnerships which participated in the drilling and
discovery of over fifty oil and gas wells, many of which are still
producing. In 1978, he founded "facts: Marketing and Economics Research
Corporation" and developed a radio research product, "the Radio Audience
Profile" which grew to service 105 radio markets across the United States.
In 1971, he purchased United Concepts, Inc., an advertising agency, and
managed both retail and industrial advertising accounts for a variety of
clients. He established an in-house audio studio, a photo studio and a film
processing facility, and produced and directed many award winning
educational and commercial audio, video and print programs. Mr. Hays
created a daily radio program named "The Oil and Gas Report" and syndicated
it to 17 radio markets in the Southwest. In the mid-1960's he began
producing music and successfully organized and promoted concerts and several
charted pop singles. In 1960, he founded Midwest Optical, Inc., and opened
a retail optical dispensary in Midwest City, Oklahoma, which expanded to
three stores before selling to a larger chain of stores. Mr. Hays attended
Phillips University in Enid, Oklahoma.

Susan R. Hays. Mrs. Hays is the current Vice President/ Secretary and
Director of the Company, as well as an owner of the " Platinum Pearls(TM)
concept and trademark. She has been the owner/operator of Brushstrokes
Designs since 1981, which engages in the business of the design and
marketing of hand painted needlepoint canvases which are sold through
hundreds of stores throughout the United States and Canada. Her designs are
also found on greeting cards, pottery and other objects. From 1973 through
1981, she managed the offices of Fritzler, Knoblock and Wadley, an
architectural firm. She has served on the Boards of Directors for Baja
International Foods, Channel One and Balloonies. Mrs. Hays attended
Oklahoma State University.

J.T. Stewart. Mr. Stewart is an Event Coordinator of the Company. He is
the founder of J.T. Stewart Enterprises, and is nationally recognized as a
personal development trainer. Mr. Stewart presents up to one hundred
seminars, speeches and training programs every year, and has trained for
corporations such as J.C. Penney Life Insurance, Huffy Bicycles and Hawthron
Corporation. Mr. Stewart founded and managed Stewart/Holaday Speakers
Bureau. He also founded and directed J. Thomas Communications, a marketing
and public relations firm. J. Thomas Communications has obtained media
exposure for clients in USA Today, The Wall Street Journal and Newsweek. He
has also obtained electronic media exposure for clients on Good Morning
America, CNN, CNBC and National Public Radio. Mr. Stewart attended the
Theater Arts Program at Wright State University in Dayton, Ohio.

Deanna Larson. Ms. Larson is the Publications Coordinator for the Company.
She began her career with Booklist Magazine (American Library Association)
in Chicago as Reviewer and Editorial Assistant to the Editor, writing
reviews on fiction and non-fiction books, and representing the magazine to
national publishers and publicists, freelance reviewers and subscribers.
She served as Assistant to Publicity Director of Transworld Publishers, a
unit of Bantam Doubleday Dell, where she became a Press Officer, developing
media contacts and arranging national broadcast/print reviews, in addition
to writing a wide range of sales and marketing material and point of sale
including print advertisements, press kits, sales presentations, brochures,
posters, floor displays and backdrops. She served as Copywriter/Project
Manager for Riverside Publishing, a Houghton Mifflin Company, (an
Educational Publisher) in Chicago, writing sales and marketing material,
including brochures, press releases, direct mail and multimedia
presentations. She has served as Proofreader/Listings Compiler for an
alternative newspaper, Fiction Reviewer for Booklist Magazine, Video Editor
for Chicago Access Cable Television, and Production Assistant for various
commercial production companies. Ms. Larson holds a B.A., cum laude, in
Communications, from Mundelein College, and a Master of Arts from Birkbeck
College, University of London.

Kissy Woosley. Ms. Woosley is the current Marketing Coordinator for the
Company. Ms. Woosley is a principal in Kissy and Tracey's Music in Motion
where she personally developed a music program for children, ages two
through four, which is presented in nursery schools and concerts.
Previously, she was the co-founder and co-president of Merry Bobbins, Inc.,
a design company specializing in children's bed and bath accessories. Ms.
Woosley is also a professional singer and bandleader. She has scheduled
shows, rehearsals and tours as well as developed marketing strategies and
promotional campaigns. Previously, she served as Account Manager for
Clinique Services, Inc., handling the Washington, D.C. area Bloomingdales
stores, and was responsible for hiring, training and scheduling of
personnel, planning and implementing of visual displays, and creation of
promotional campaigns. She has also served as Office manger of a
professional recording studio, scheduling recording sessions, promoting and
marketing of studio time and general management of studio operations. Ms.
Woosley holds a B.A., cum laude, from Georgetown University.

EXECUTIVE COMPENSATION

The following table sets forth the cash and non-cash compensation paid by
the Company to its Chief Executive Officer and all other executive officers
for services rendered up to the period ended December 31, 1999. No salaries
are being paid at the present time, until such time as there is available
cash flow from operations to pay salaries. There were no grants of options
or SAR grants given to any executive officers during the last fiscal year.

Annual Compensation
-------------------
Name and Position Salary Bonus Annual Deferred Salary

Tom Hays, President -0- -0- -0-

EMPLOYMENT AGREEMENTS

The Company has not entered into any employment agreements with any of its
employees, and employment arrangements are all subject to the discretion of
the Company's board of directors.

PRINCIPAL STOCKHOLDERS

The following table presents certain information regarding beneficial
ownership of the Company's Common Stock as of February 29, 2000, by (i) each
person known by the Company to be the beneficial owner of more than 5% of
the outstanding shares of Common Stock, (ii) each director of the Company,
(iii) each Named Executive Officer and (iv) all directors and executive
officers as a group. Unless otherwise indicated, each person in the table
has sole voting and investment power as to the shares shown.

Shares Percent Percent
Beneficially Before After
Name and Address of Beneficial Owner Owned Offering Offering
- ------------------------------------ ------------ -------- --------

Name and Address Number of Shares Percentage Owned
- ---------------- ---------------- ----------------
Tom E. Hays(1)(2) 1,250,000 81.33%
7316 E. Tuckey Lane
Scottsdale, AZ 85250

Susan R. Hays(2) 250,000 16.27%
7316 E. Tuckey Lane
Scottsdale, AZ 85250

J.T. Stewart 1,000 .06%
P.O. Box 34032
Dayton, OH 45434

Deanna Larson 1,000 .06%
1801 Holly Street
Nashville, TN 37206

Kissy Woosley 1,000 .06%
2717 Sharondale Court
Nashville, TN 37215

Directors & Officers 1,503,000 .78%
As A Group
____________________
(1) Includes 500,000 shares issued to Edgewater Energy Corporation, whose
equity is principally owned by Mr. Hays.

(2) Tom E. Hays and Susan R. Hays jointly own 500,000 common shares.

CERTAIN TRANSACTIONS

Tom Hays, President and Chairman of the Board of Directors, and Susan
R. Hays, Secretary and Director, are the sole founders, promoters, and
organizers of the Company. The Company rents its offices from Mr. Hays on a
month to month basis on an arms length basis for an insignificant amount of
monthly rental.

On or about October 1, 1993, 500,000 shares of common stock of the Company
were issued to Edgewater Energy Corporation, a company owned by Tom and
Susan Hays, in exchange for incorporation and organization costs, in
reliance upon Section 4(2) of the Securities Act of 1933, to sophisticated
investors in possession of all relevant corporate information. There was no
underwriter used in the transaction.
On or about January 28, 1998,
500,000 shares of common stock of the Company were issued to Tom and Susan
Hays, and 510,000 shares were issued to Tom Hays for cash proceeds of
$135,000, in reliance upon Section 4(2) of the Securities Act of 1933, to
sophisticated investors in possession of all relevant corporate information.
There was no underwriter used in the transaction.

From January 1, 1999 through March 31, 1999, 4,000 shares of common stock
were issued for repayment of debt owed to Company creditors, in reliance
upon Section 4(2) of the Securities Act of 1933, to sophisticated investors
in possession of all relevant corporate information. There was no
underwriter used in the transaction.
From January 1, 1999 through March 31, 1999,
15,000 shares of Company common stock were issued in exchange for consulting
services, in reliance upon Section 4(2) of the Securities Act of 1933, to
sophisticated investors in possession of all relevant corporate information.
There was no underwriter used in the transaction.
There have been
no other transactions since the beginning of fiscal year 1998, or any
currently proposed transactions, or series of similar transactions, to which
the Company was or is to be a party, in which the amount involved exceeds
$60,000, and in which any of the officers, or directors, or holders of over
5% of the Company's stock have or will have any direct or indirect material
interest. The Company does not currently have any policy toward entering
into any future transactions with related parties.

DESCRIPTION OF SECURITIES

The authorized capital stock of the Company consists of 25,000,000 shares of
Common Stock, $.001 par value per share. Upon consummation of this Offering,
there will be outstanding 1,587,000 shares of Common Stock.

COMMON STOCK

Holders of Common Stock are entitled to one vote for each share held on all
matters submitted to a vote of stockholders, including the election of
directors. Holders of common stock do not have subscription, redemption or
conversion rights, nor do they have any preemptive rights.

Holders of common stock do not have cumulative coting rights, which means
that the holders of more than half of all voting rights with respect to
common stock and Preferred Stock can elect all of the Company's directors.
The Board of Directors is empowered to fill any vacancies on the Board of
Directors created by resignations, subject to quorum requirements.

Holders of Common Stock will be entitled to receive such dividends, if any,
as may be declared from time to time by the Board of Directors out of funds
legally available therefor, and will be entitled to receive, pro rata, all
assets of the Company available for distribution to such holders upon
liquidation.

All outstanding shares of Common Stock are, and the Common Stock offered
hereby, upon issuance and sale, will be, fully paid and nonassessable.

PENNY STOCK STATUS

If and when it creates a market for its common stock, the Company's common
stock is a "penny stock," as the term is defined by Rule 3a51-1 of the
Securities Exchange Act of 1934. This makes it subject to reporting,
disclosure and other rules imposed on broker-dealers by the Securities and
Exchange Commission requiring brokers and dealers to do the following in
connection with transactions in penny stocks:

1. Prior to the transaction, to approve the person's account for

transactions in penny stocks by obtaining information from the person regarding
his or her financial situation, investment experience and objectives, to
reasonably determine based on that information that transactions in penny
stocks are suitable for the person, and that the person has sufficient
knowledge and experience in financial matters that the person or his or her
independent advisor reasonably may be expected to be capable of evaluating the
risks of transactions in penny stocks. In addition, the broker or dealer must
deliver to the person a written statement setting forth the basis for the
determination and advising in highlighted format that it is unlawful for the
broker or dealer to effect a transaction in a penny stock unless the broker or
dealer has received, prior to the transaction, a written agreement from the

person. Further, the broker or dealer must receive a manually signed and dated
written agreement from the person in order to effectuate any transactions is a
penny stock.

2. Prior to the transaction, the broker or dealer must disclose to the
customer the inside bid quotation for the penny stock and, if there is no
inside bid quotation or inside offer quotation, he or she must disclose the
offer price for the security transacted for a customer on a principal basis
unless exempt from doing so under the rules.

3. Prior to the transaction, the broker or dealer must disclose the
aggregate amount of compensation received or to be received by the broker or
dealer in connection with the transaction, and the aggregate amount of cash
compensation received or to be received by any associated person of the broker
dealer, other than a person whose function in solely clerical or ministerial.

4. The broker or dealer who has effected sales of penny stock to a
customer, unless exempted by the rules, is required to send to the customer a

written statement containing the identity and number of shares or units of each
such security and the estimated market value of the security. The imposition
of these reporting and disclosure requirements on a broker or dealer make it
unlawful for the broker or dealer to effect transactions in penny stocks on
behalf of customers. Brokers or dealers may be discouraged from dealing in
penny stocks, due to the additional time, responsibility involved, and, as a
result, this may have a deleterious effect on the market for the company's
stock.

TRANSFER AGENT, WARRANT AGENT AND REGISTRAR

The transfer agent, warrant agent and registrar for the Common Stock is
American Registrar & Transfer Co., 342 E. 900 South, P.O. Box 1798, Salt
Lake City, Utah 84110.
SHARES ELIGIBLE FOR FUTURE SALE

Upon completion of this Offering, the Company will have 1,587,000 shares of
Common Stock outstanding. All shares sold in this offering will be freely
transferable without restriction or further registration under the
Securities Act of 1933, as amended. However, any share purchased by an
affiliate (in general, a person who is in a control relationship with the
Company), will be subject to the limitations of Rule 144 promulgated under
the Securities Act.

Under Rule 144 as currently in effect, a person (or persons whose shares are
aggregated with those of others) whose restricted shares have been fully
paid for and meet the rule's one year holding provisions, including persons
who may be deemed affiliates of the Company, may sell restricted securities
in broker's transactions or directly to market makers, provided the number
of shares sold in any three month period is not more than the greater of 1%
of the total shares of common stock then outstanding or the average weekly
trading volume for the four calendar week period immediately prior to each
such sale. After restricted securities have been fully paid for and held
for two years, restricted securities may be sold by persons who are not
affiliates of the Company without regard to volume limitations. Restricted
securities held by affiliates must continue, even after the two year holding
period, to be sold in brokers' transactions or directly to market makers
subject to the limitations described above.

Prior to this offering, no public market has existed for the Company's
shares of common stock. However, the Company's market maker, National
Capital, has filed an application for a quotation with the National
Quotation Bureau's "pink sheets," which application is still pending. No
predictions can be made as to the effect, if any, that market shares or the
availability of shares for sale will have on the market price prevailing
from time to time. The sale, or availability for sale, of substantial
amounts of common stock in the public market could adversely affect
prevailing market prices.

UNDERWRITING

This offering is self underwritten by the Company through its officers and
directors on a best efforts basis. Therefore, there is no underwriter or

broker compensation involved, and the Company is acting as its own underwriter.

LEGAL MATTERS

The validity of the Common Stock offered hereby will be passed upon for the
Company by Kenneth G. Eade, Santa Barbara, California.

EXPERTS

The Financial Statements and schedules of the Company as of December 31,
1999 included in this Prospectus and elsewhere in the Registration Statement
have been audited by Roger G. Castro, independent public accountant for the
Company, as set forth in his reports thereon appearing elsewhere herein, and
are included in reliance upon such reports, given upon the authority of such
firm as experts in accounting and auditing.

ADDITIONAL INFORMATION

The Company has filed with the Securities and Exchange Commission ("SEC") a
registration statement on Form SB-2 under Securities Act of 1933, as
amended, with respect to the securities. This prospectus, which forms a
part of the registration statements, does not contain all of the information
set forth in the registration statement as permitted by applicable SEC rules
and regulations. Statements in this prospectus about any contract,
agreement or other document are not necessarily complete. With respect to
each such contract, agreement, or document filed as an exhibit to the
registration statement, reference is made to the exhibit for a more complete
description of the matter involved, and each such statement is qualified in
its entirety by this reference.

The registration statement may be inspected without charge and copies may be
obtained at prescribed rates at the SEC's public reference facilities at
Judiciary Plaza, 450 Fifth Street NW, Room 1024, Washington, DC 20549, or on
the Internet at http://www.sec.gov.

The Company will furnish to its shareholders annual reports containing
audited financial statements reported on by independent public accountants
for each fiscal year and make available quarterly reports containing
unaudited financial information for the first three quarters of each fiscal
year.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

PLATINUM PEARLS, INC.

Independent Auditor's Report .............................................
F-1

Balance Sheets
February 29, 2000 .......................................................
F-2

Statements of Operations
For the Years Ended Dec. 31, 1998 and 1999...............................
F-3

Statements of Changes in Stockholders' Equity
For the Years Ended Dec. 31, 1998 and 1999...............................
F-4

Statements of Cash Flows
For the Years Ended Dec. 31, 1998 and 1999...............................
F-5

Notes to Consolidated Financial Statements ..............................

REPORT OF INDEPENDENT AUDITOR

To the Shareholders and Board of Directors
Platinum Pearls, Inc.

I have audited the accompanying balance sheets of Platinum Pearls, Inc.(A
Development Stage Company) as of December 31, 1999 and December 31, 1998,
and the related statements of income, stockholders' equity, and cash flows
for the years then ended. These financial statements are the responsibility
of the Company's management. My responsibility is to express an opinion on
these financial statements based on my audit.

I conducted my audit in accordance with generally accepted auditing standards.
Those standards require that I plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material

misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also
includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. I believe that my audit provides a reasonable basis for our
opinion.

In my opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Innovative Software
Technologies, Inc. (A Development Stage Company) at December 31, 1999 and
December

31, 1998, and the results of operations and cash flows for the year then ended,
in conformity with generally accepted accounting principles.

Oxnard, California
Roger G. Castro
December 31, 1999

[CAPTION]
PLATINUM PEARLS, INC.
(A Development Stage Company)
BALANCE SHEET
AS OF DECEMBER 31, 1999 AND DECEMBER 31, 1998

December 31 December 31
1999 1998
ASSETS
Current Assets:
Cash $ 1,470 $ 109
Prepaid expenses - 20,000
Total Current Assets ------- ------
1,470 20,109
------- ------
Fixed Assets:
Machinery and equipment 22,695 22,695
Furniture and equipment (6,242) (3,242)
-------- --------
Total Fixed Assets 16,453 19,453

Other Assets:
License rights 59,000 59,000
Less accumulated amortization (7,375) (7,375)
-------- -------
Total Other Assets 51,625 53,100
-------- -------
TOTAL ASSETS $60,458 $92,662
________ _______
-------- -------

LIABILITIES & STOCKHOLDERS' EQUITY
Current Liabilities:
Total Current Liabilities $ 6,000 $ -
------- -------
Stockholders' Equity:

Common stocks, $.001 par value
Authorized shares - 25,000,000
Issued and outstanding shares
1,537,000 and 1,518,000 respective 1,537 1,518
Capital in excess of par value 138,486 134,490
Deficit accumulated during
development stage ( 76,475) ( 43,346)
------- -------
Total Stockholders' Equity 69,548 92,662
------- -------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 69,548 $ 92,662

[CAPTION]
Platinum Pearls, Inc.
(A Development Stage Company)
STATEMENT OF INCOME FOR THE YEAR
ENDED DECEMBER 31, 1999 AND FOR THE YEAR
ENDED DECEMBER 31, 1998 AND SEPTEMBER 30, 1993
(INCEPTION) THROUGH JUNE 30, 1999
Cumulative
During

Development December 31 December 31
Stage 1999 1998

Income
Sales $ -0- -0- -0-
----- -------- --------
Total Income - - -
----- -------- --------
Expenses:
Royalty fees 40,000 20,000 20,000
Legal and professional 11,515 6,165 5,350
Depreciation and amortization 13,617 4,475 9,142
Administrative 11,343 2,489 8,854
------ ------- --------
Total Expenses 76,745 33,129 43,346
------ ------- --------
Net loss $(76,745) $ (33,129)
$(43,346)
======== ======= ======

[CAPTION]
Platinum Pearls, Inc.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31, 1999
AND FOR THE YEAR ENDED DECEMBER 31, 1998
AND FROM SEPTEMBER 30, 1993 (INCEPTION) THROUGH
JUNE 30, 1999
Cumulative
During
Development June 30 December 31
Stage 1999 1998

CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss $ ( 76,475) $ (33,129) $(43,346)
Adjustments to reconcile net loss to
net cash provided by operating activities:
Depreciation and amortization 13,167 4,475 9,142
Prepaid expenses - 20,000 (20,000)

-------- -------- --------
NET CASH USED BY OPERATING ACTIVITIES (62,858) (8,654) (81,195)

CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of fixed assets (22,695) - (22,695)
Exclusive license rights (58,500) (58,500)
--------- -------- ---------
NET CASH USED BY INVESTING ACTIVITIES (81,195) (81,195)

CASH FLOWS PROVIDED BY
FINANCING ACTIVITIES
Issuance of common stocks 139,008 4,000 135,008
Advance 6,000 6,000
-------- -------- --------
NET CASH PROVIDED BY
FINANCING ACTIVITIES 145,008 10,000 135,008

INCREASE IN CASH 955 1,346 (391)

BEGINNING CASH - 109 500
------- ----- ------
ENDING CASH $ 955 $ 1,455 $ 109
======= ====== ======
NON CASH DISCLOSURE
500,000 shares issued for
exclusive license rights $ 500 $ 500
23,000 shares issued for services $ 23 23
4,000 shares issued to repay debt $ 4 4

[CAPTION]
Platinum Pearls, Inc.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS' EQUITY
FROM SEPTEMBER 30, 1993 (INCEPTION)
THROUGH DECEMBER 31, 1999
<TABLE>

Common
Additional
Shares Stock @ Paid-In
Retained
Outstanding Par Value Capital
Deficit Total
----------- ---------- -------
-------- ------
<S> <C> <C> <C>
<C> <C>

Balance form September 27, 1993
(inception) through Dec. 31, 1997 500,000 500 0
0 500

Net loss Dec. 31, 1998 $ (43,346) $(43,346)****

Stocks Issued for Cash 510,000 $ 510 $ 134,490
135,000
Jan. 1, 1998-Dec. 31, 1998

Stocks issued for services 8,000 8
8
Jan. 1, 1998-Dec. 31, 1998

Stocks issued for license rights 500,000 500 500
----------- ---------- --------
--------
Balance at December 31, 1998 1,518,000 1,518 $ 134,490
$ (43,346) $ 92,662

Net loss-December 31, 1999 (33,129) (33,129)

Stocks issued for repayment of
debt Jan 1, 1999-Dec. 31, 1999 4,000 4 3,996
4,000

Stocks issued for services
Jan 1, 1999-June 30, 1999 15,000 15 15
---------- ---------- ---------
-------- ------
1,537,000 $ 1,537 $138,486
$(76,475) $ 63,548
---------- ---------- ---------
-------- ------
---------- ---------- ---------
-------- ------</TABLE>

[CAPTION]
Platinum Pearls, Inc.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS

NOTE 1. DESCRIPTION OF THE BUSINESS

Platinum Pearls, Inc. (The Company) was incorporated under the laws of the
state of Nevada on September 30, 1993 as Baja Franchise Systems, Inc. On
February 28, 1998 , the name was changed to Platinum Pearls, Inc.

The purpose for which the Corporation is organized is to engage in any
lawful act or activity for which a corporation may be organized under the
General Corporation Law of the State of Nevada including, without
limitation, to engage directly or through a subsidiary or subsidiaries in
the business of marketing the Platinum Pearls program, "a quality life
enhancement program."

The Company has been in the development stage since its inception on
September 30, 1998. Planned principal operations have not commenced since
then. There were no activities from its inception date through December 31,
1999.

NOTE 2. SIGNIFICANT ACCOUNTING POLICIES

A. The Company uses the accrual method of accounting.

B. Revenues and directly related expenses are recognized in the period when

the goods are shipped to the customers.

C. The Company considers all short term, highly liquid investments that are
readily convertible, within three months, to known amounts as cash
equivalents. The Company currently has no cash equivalents.

D. Primary Earnings Per Share amounts are based on the weighted average
number of shares outstanding at the dates of the financial statements.
Fully Diluted Earnings Per Shares shall be shown on stock options and other
convertible issues that may be exercised within ten years of the financial
statement dates.

E. Estimates: The preparation of the financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the amounts reported in the financial
statements and accompanying notes. Actual results could differ from those
estimates.

NOTE 3. EXCLUSIVE LICENSE AGREEMENT

On January 29, 1998, the Company entered into an exclusive license agreement
with certain officers who are also stockholders of Platinum Pearls, Inc.
The Company paid $58,500 and issued 500,000 shares of common stock at par
value for such licenses. The Company will also pay on an annual basis a
minimum royalty fee of $20,000 as set forth by the terms of the agreement.
The license agreement is being amortized using straight-line method over its
remaining useful life of 10 years.

NOTE 4. GOING CONCERN

The Company has nominal assets and no current operations with which to
create operating capital. The Company seeks to raise operating capital with
which to seek business opportunities to utilize the technology its has
acquired.

NOTE 5. PROPERTY AND EQUIPMENT

The Company capitalizes the purchase and fixtures for major purchases in
excess of $300 per item. Capitalized amounts are depreciated over the
useful life of the assets using the straight-line method of depreciation.

The following is a summary of property and equipment at cost, less
accumulated depreciation:

1999 1998
----- -----
Furniture and equipment $ 22,695 $ 22,695
Less accumulated depreciation ( 4,045) (3,242)
Total $18,643 $ 19,453
------- -------
NOTE 6. INCOME TAXES

The Company has adopted the provisions of SFAS No. 109 "Accounting for
Income Taxes." SFAS 109 requires recognition of deferred tax liabilities
and assets for the expected future tax consequences of events that have been
included in the financial statements or tax returns. Under this method,
deferred tax liabilities and assets are determined based on the differences
between the financial statement and tax basis of assets and liabilities
using enacted tax rates in effect for the year in which the differences are
expected to reverse.

The Company has incurred losses that can be carried forward to offset future
earnings if conditions of the Internal Revenue Codes are met. These losses
are as follows:
Year of Loss Amount Expiration Date
1998 $43,346 2013
1999 $76,475 2014

- --------------------------------------------------------------------------------

NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS IN CONNECTION WITH THIS OFFERING
OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH
INFORMATION AND REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY OR BY THE UNDERWRITERS. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITY
OTHER THAN THE SECURITIES OFFERED BY THIS PROSPECTUS, OR AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY ANY SECURITIES BY ANY PERSON IN ANY
JURISDICTION
IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED OR IS UNLAWFUL. THE
DELIVERY OF THIS PROSPECTUS SHALL NOT, UNDER ANY CIRCUMSTANCES, CREATE ANY

IMPLICATION THAT THE INFORMATION HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO
THE DATE OF THIS PROSPECTUS.

------------------------
TABLE OF CONTENTS

PAGE
---------

Available Information........................... 1
Prospectus Summary.............................. 1
Risk Factors.................................... 3
Use of Proceeds................................. 5
Dividend Policy................................. 5
Price Range of Securities....................... 6
Capitalization.................................. 6
Dilution........................................ 6
Selected Financial Data......................... 7
Management's Discussion and Analysis of
Financial Condition and Results of
Operations.................................... 8
Business........................................ 8
Management...................................... 12
Certain Transactions............................ 13
Principal Stockholders.......................... 13
Description of Securities....................... 14
Shares Eligible for Future Sale................. 15
Underwriting.................................... 15
Legal Matters................................... 15
Experts......................................... 16
Index to Financial Statements................... 16

PLATINUM PEARLS, INC.

50,000 SHARES OF COMMON STOCK

-------------

PROSPECTUS

-------------

APRIL 7, 2000

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 24. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Nevada Revised Statutes 78,751 provides for the indemnification of the
Company's officers, directors, employees and agents under certain
circumstances, for any threatened, pending or completed action or
proceeding, whether civil, criminal, administrative or investigative; and
"expenses" includes without limitation attorneys' fees and any expenses,
against expenses, judgments, fines, settlements, and other amounts actually
and reasonably incurred in connection with the proceeding if that person
acted in good faith and in a manner the person reasonably believed to be in
the best interests of the corporation and, in the case of a criminal
proceeding, had no reasonable cause to believe the conduct of the person was
unlawful.

The Company's Articles of Incorporation provides that the directors of the
Company shall be protected from personal liability to the fullest extent
permitted by law. The Company's By-laws also contain a provision for the
indemnification of the Company's directors.

ITEM 25. OTHER EXPENSES OF ISSUANCES AND DISTRIBUTION.

The Registrant estimates that expenses payable by it in connection with the
Offering described in this Registration Statement (other than the
underwriting discount and commissions and reasonable expense allowance) will
be as follows:

SEC registration fee........................................... $ 6.60
Printing and engraving expenses................................ $500
Accounting fees and expenses................................... $1,000
Legal fees and expenses (other than Blue Sky).................. $3,500
Blue sky fees and expenses (including legal and filing fees)... $1,000
Miscellaneous.................................................. $1,000
----------
Total...................................................... $7,006.60
----------
----------
ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES.

The following securities were issued by the Company within the past three
years and were not registered under the Securities Act.

From January 1, 1998 through December 31, 1998, 8,000 shares of Company
common stock were issued in exchange for consulting services, in reliance
upon Section 4(2) of the Securities Act of 1933, to sophisticated investors
in possession of all relevant corporate information. There was no
underwriter used in the transaction.
From
January 1, 1999 through March 31, 1999, 4,000 shares of common stock were
issued for repayment of debt owed to Company creditors, in reliance upon
Section 4(2) of the Securities Act of 1933, to sophisticated investors in
possession of all relevant corporate information. There was no underwriter
used in the transaction.
From January 1, 1999 through March 31,
1999, 15,000 shares of Company common stock were issued in exchange for
consulting services, in reliance upon Section 4(2) of the Securities Act of
1933, to sophisticated investors in possession of all relevant corporate
information. There was no underwriter used in the transaction.

There have been no other transactions since the beginning of fiscal year
1998, or any currently proposed transactions, or series of similar
transactions, to which the Company was or is to be a party, in which the
amount involved exceeds $60,000, and in which any of the officers, or
directors, or holders of over 5% of the Company's stock have or will have
any direct or indirect material interest. The Company does not currently
have any policy toward entering into any future transactions with related
parties.
ITEM 27. EXHIBITS

(a) The following exhibits are filed as part of this Registration
Statement:
EXHIBIT
NUMBER D E S C R I P T I O N
- ----------- ------------------------------------------
3.1 Articles of Incorporation
3.2 Amendment to Articles of Incorporation
3.4 By-Laws
4.1 Form of Common Stock Certificate
5.1 Opinion of Kenneth G. Eade, Attorney at Law
(including consent)
6.1 Specimen of Stock Certificate
10a Exclusive License Agreement
10b Service Mark Registration
23.1 Consent of Independent Accountant
23.2 Consent of Kenneth G. Eade(filed as part of
Exhibit 5.1)

- -------------------------------------------------------
ITEM 28. UNDERTAKINGS.

The undersigned Company hereby undertakes to:

(a) (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. Notwithstanding the foregoing,
any increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed with
the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than a 20 percent change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement;

(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.

(e) Insofar as indemnification for liabilities arising under the Securities

Act of 1933 (the "Act") may be permitted to directors, officers and controlling
persons of the Company pursuant to the provisions referred to under Item 24 of

this Registration Statement, or otherwise, the Company has been advised that in
the opinion of the Securities and Exchange Commission such indemnification is

against public policy as expressed in the Act and is, therefore, unenforceable.

In the event that a claim for indemnification against such liabilities
(other than the payment by the Company of expenses incurred or paid by a
director, officer or a controlling person of the Company 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
Company will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of competent 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.

(f) (1) 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 Company under 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.

(2) 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 that offering of the securities at that time as the initial bona fide
offering of those securities.
II-6

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
the requirements for filing on Form SB-2 and authorized this registration
statement to be signed on its behalf by the undersigned, in the city of
Scottsdale, Arizona, on April 5, 2000.

SIGNATURES

Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, there unto duly authorized.

Platinum Pearls, Inc.

Tom Hays
By______________________________________
TOM HAYS, President and Director
Date: April 5, 2000

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

Tom Hays
By______________________________________
TOM HAYS, President and Director
Date: April 5, 2000

Susan Hays
_______________________________________
SUSAN HAYS, Secretary/Director

[CAPTION]
EXHIBIT 3(a)
FILED IN THE OFFICE OF THE
SECRETARY OF STATE OF THE
STATE OF NEVADA
ARTICLES OF INCORPORATION
SEPTEMBER 30, 1993

12040-93
DEAN HELLER
SECRETARY OF STATE
ARTICLES OF INCORPORATION OF BAJA FRANCHISE SYSTEMS, INC.

The undersigned, to form a Nevada corporation,

CERTIFIES THAT:

I. NAME: The name of the corporation is:

BAJA FRANCHISE SYSTEMS, INC.

II. PRINCIPAL OFFICE: The name and address of the registered agent of this
corporation within the State of Nevada is Corporate Services Center, Inc.,
1280 Terminal Way, #3, Reno, Nevada 89502; this corporation may maintain an
office or offices in such other place within or without the State of Nevada
as may be from time to time designated by the Board of Directors or by the
By-Laws of the corporation; and this corporation may conduct all corporation
business of every kind or nature, including the holding of any meetings of
directors or shareholders, within the State of Nevada, as well as without
the State of Nevada.

III. PURPOSE: The purpose for which this corporation is formed is:
To engage in any lawful activity.

IV. AUTHORIZATION OF CAPITAL STOCK: The amount of the total authorized
capital stock of the corporation shall be TWENTY FIVE THOUSAND DOLLARS
($25,000.00), consisting of Twenty Five Million (25,000,000) shares of
common stock with a par value of $.001 per share.

V. INCORPORATOR: The name and post office address of the incorporator
signing these Articles of Incorporation is as follows:

NAME POST OFFICE ADDRESS
Tom E. Hays 4615 E. Palomino Road
Phoenix, Arizona 85018

VI. DIRECTORS: The governing board of this corporation shall be known as
directors, and the first board shall consist of one director.
So long as all of the shares of this corporation are owned beneficially and
of record by either one or two shareholders, the number of directors may be
fewer than three, but not fewer than the number of shareholders. Otherwise,
the number of directors shall not be fewer than three.

Subject to the foregoing limitations, the number of directors may, at any
time or times, be increased or decreased by a duly adopted amendment to
these Articles of Incorporation, or in such manner as provided in the
By-Laws of this corporation. The name and post office address of the
director constituting the first Board of Directors is as follows:

NAME POST OFFICE ADDRESS
Tom E. Hays 4615 E. Palomino Road
Phoenix, Arizona 85018

VII. STOCK NON-ASSESSABLE: The capital stock or the holders thereof, after
the amount of the subscription price has been paid in, shall not be subject
to any assessment whatsoever to pay the debts of the corporation.

VIII. TERM OF EXISTENCE: This corporation shall have perpetual existence.

IX. CUMULATIVE VOTING: No cumulative voting shall be permitted in the
election of directors.

X. PREEMPTIVE RIGHTS: Shareholders shall not be entitled to preemptive
rights.
THE UNDERSIGNED, being the incorporator hereinbefore named for the purposed
of forming a corporation pursuant to the General Corporation Law of the
State of Nevada, does make and file these Articles of Incorporation, hereby
declaring and certifying the facts herein stated are true, and, accordingly,
has hereunto set his hand this _27____ day of September, 1993.

Tom E. Hays
-----------
Tom E. Hays

STATE OF ARIZONA )
) ss.:
COUNTY OF MARICOPA )

On this _27_ day of __Sept.________, 1993, before me, a Notary Public,
personally appeared Tom E. Hays who acknowledged he executed the above
instrument.

Vianne E. O'Neil
_________________________________
Notary Public
[SEAL OF NOTARY PUBLIC]

[CAPTION]
EXHIBIT 3(a)1
12040-93
DEAN HELLER
SECRETARY OF STATE
CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION

FILED
IN THE OFFICE OF THE
SECRETARY OF STATE OF THE
STATE OF NEVADA
ARTICLES OF INCORPORATION
FEB 09, 1998
NO. C12040-93
DEAN HELLER
SECRETARY OF STATE

CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION OF BAJA FRANCHISE
SYSTEMS, INC.

We, the undersigned President and Secretary of Baja Franchise Systems, Inc.
do hereby certify:

That the Board of Directors of said corporation at a meeting duly convened
and held on January 20, 1998, adopted resolutions to amend the original
Articles of Incorporation as follows:

Article I is hereby amended to change the name of the corporation from Baja
Franchise Systems, Inc. to Cornerstone Communications Corporation and to
read in full as follows:

The name of the corporation is: "Cornerstone Communications Corporation."

Article XI is hereby added to limit the liability of officers and directors
and to read in full as follows:

"A director or officer of the Corporation shall not be liable to the
Corporation or its shareholders for damages for breach of fiduciary duty as
a director or officer unless the act or omission involves intentional
misconduct, fraud, a knowing violation of law or the payment of an unlawful
dividend in violation of NRS 78.300."

The number of shares of the corporation outstanding and entitled to vote on
an amendment to the Articles of Incorporation are 2,000,000; that the said
changes and amendments have been consented to and approved by a majority
vote of the stockholders holding at least a majority of each class of stock
outstanding and entitled to vote thereon.

TOM HAYS
____________________________
Tom Hays, President

SUSAN HAYS
____________________________
Susan Hays, Secretary

STATE OF TENNESSEE

COUNTY OF DAVIDSON

On January 26, 1998, personally appeared before me, a Notary Public, Tom
Hays, who acknowledged that he executed the above document.

KENNY L. YOUNG
________________________
Notary Public

On January 26, 1998, personally appeared before me, a Notary Public, Susan
Hays, who acknowledged that he executed the above document.

KENNY L. YOUNG
________________________
Notary Public

[CAPTION]
EXHIBIT 3(a)2
SECRETARY OF STATE
CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION
FILED IN THE OFFICE OF THE
SECRETARY OF STATE OF THE
STATE OF NEVADA
ARTICLES OF INCORPORATION
MAY 14, 1998
NO. C12040-93
DEAN HELLER
SECRETARY OF STATE

CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION OF CORNERSTONE
COMMUINCATIONS CORPORATION

We, the undersigned President and Secretary of Cornerstone Communications
Corporation do hereby certify:

That the Board of Directors of said corporation at a meeting duly convened
and held on February 27, 1998, adopted resolutions to amend the original
Articles of Incorporation as follows:

Article I is hereby amended to change the name of the corporation from
Cornerstone Communications Corporation to Platinum Pearls, Inc. and to read
in full as follows:

"The name of the corporation is: Platinum Pearls, Inc."

Article XI is hereby added to limit the liability of officers and directors
and to read in full as follows:

TOM HAYS
____________________________
Tom Hays, President

SUSAN HAYS
____________________________
Susan Hays, Secretary

STATE OF ARIZONA

COUNTY OF MARICOPA

On May 8th, 1998, personally appeared before me, a Notary Public, Tom Hays,
who acknowledged that he executed the above document.

LAURIE J. KLUCZNIK
________________________
Notary Public

On May 8th, 1998, personally appeared before me, a Notary Public, Susan
Hays, who acknowledged that he executed the above document.

LAURIE J. KLUCZNIK
________________________
Notary Public

[CAPTION]
EXHIBIT 3(b)
BY-LAWS OF PLATINUM PEARLS, INC.
BY-LAWS OF BAJA FRANCHISE SYSTEMS, INC.

ARTICLE I - OFFICES

The principal office of the corporation in the State of Nevada shall be
located at 1280 Terminal Way, #3, in the city of Reno, County of Washoe. The
corporation
may have such other offices, either within or without the State of
incorporation as the board of directors may designate or as the business of
the corporation may from time to time require.

ARTICLE II - STOCKHOLDERS

1.ANNUAL MEETING.

The annual meeting of the stockholders shall be held in the month of July in
each year, beginning with the year 1994, at a date and time to be specified
by the board of directors, for the purpose of electing directors and for the
transaction of such other business as may come before the meeting.

2.SPECIAL MEETINGS.

Special meetings of the stockholders, for any purpose or purposes, unless
otherwise prescribed by statute, may be called by the president or by the
directors, and shall be called by the president at the request of the
holders of not less than twenty-five (25) per cent of all the outstanding
shares of the corporation entitled to vote at the meeting.

3.PLACE OF MEETING.

The directors may designate any place, either within or without the State
unless otherwise prescribed by statute, as the place of meeting for any
annual meeting or for any special meeting called by the directors. A waiver
of notice signed by all stockholders entitled to vote at a meeting may
designate any place, either within or without the state unless otherwise
prescribed by statute, as the place for holding such meeting. If no
designation is made, or if a special meeting be otherwise called, the place
of meeting shall be the principal office of the corporation.

4.NOTICE OF MEETING.

Written or printed notice stating 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, shall be delivered not less than ten (10) days nor more
than sixty (60) days before the date of the meeting, either personally or by
mail, by or at the direction of the president, or the secretary, or the
officer or persons calling the meeting, to each stockholder of record
entitled to vote at such meeting. If mailed, such notice shall be deemed to
be delivered when deposited in the United States mail, addressed to the
stockholder at his address as it appears on the stock transfer books of the
corporation, with postage thereon prepaid.

5.CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE.

For the purpose of determining stockholders entitled to notice of or to vote
at any meeting of stockholders or any adjournment thereof, or stockholders
entitled to receive payment of any dividend, or in order to make a
determination of stockholders for any other proper purpose, the directors of
the corporation may provide that the stock transfer books shall be closed
for a stated period but not to exceed, in any case, twenty (20) days. If
the stock transfer books shall be closed for the purpose of determining
stockholders entitled to notice of or to vote at a meeting of stockholders,
such books shall be closed for at least fifteen (15) days immediately
preceding such meeting. In lieu of closing the stock transfer books, the
directors may fix in advance a date as the record date for any such
determination of stockholders, such date in any case to be not more than
sixty (60) days and, in case of a meeting of stockholders, not less than ten
(10) days prior to the date on which the particular action requiring such
determination of stockholders is to be taken. If the stock transfer books
are not closed and no record date is fixed for the determination of
stockholders entitled to notice of or to vote at a meeting of stockholders,
or stockholders entitled to receive payment of a dividend, the date on which
notice of the meeting is mailed or the date on which the resolution of the
directors declaring such dividend is adopted, as the case may be, shall be
the record date for such determination of stockholders. When a
determination of stockholders entitled to vote at any meeting of
stockholders has been made as provided in this section, such determination
shall apply to any adjournment thereof.

6.VOTING LISTS.

The officer or agent having charge of the stock transfer books for shares of
the corporation shall make, at least ten (10) days before each meeting of
stockholders, a complete list of the stockholders entitled to vote at such
meeting, or any adjournment thereof, arranged in alphabetical order, with
the address of and the number of shares held by each, which list, for a
period of ten (10) days prior to such meeting, shall be kept on file at the
principal office of the corporation and shall be subject to inspection by
any stockholder at any time during usual business hours. Such list shall
also be produced and kept open at the time and place of the meeting and
shall be subject to the inspection of any stockholder during the whole time
of the meeting. The original stock transfer book shall be prima facie
evidence as to who are the stockholders entitled to examine such list or
transfer books or to vote at the meeting of stockholders.

7.QUORUM.

At any meeting of stockholders a majority of the outstanding shares of the
corporation entitled to vote, represented in person or by proxy, shall
constitute a quorum at a meeting of stockholders. If less than said number
of the outstanding shares are represented at a meeting, a majority of the
shares so represented may adjourn the meeting from time to time without
further notice. At such adjourned meeting at which a quorum shall be
present or represented, any business may be transacted which might have been
transacted at the meeting as originally notified. The stockholders present
at a duly organized meeting may continue to transact business until
adjournment, notwithstanding the withdrawal of enough stockholders to leave
less than a quorum.

8.PROXIES.

At all meetings of stockholders, a stockholder may vote by proxy executed in
writing by the stockholder or by his duly authorized attorney in fact. Such
proxy shall be filed with the secretary of the corporation before or at the
time of the meeting.

9.VOTING.

Each stockholder entitled to vote in accordance with the terms and
provisions of the certificate of incorporation and these by-laws shall be
entitled to one vote, in person or by proxy, for each share of stock
entitled to vote held by such stockholders. Upon the demand of any
stockholder, the vote for directors and upon any question before the meeting
shall be by ballot. All elections for directors shall be decided by
plurality vote; all other questions shall be decided by majority vote except
as otherwise provided by the Certificate of Incorporation or the laws of
this State.

10.ORDER OF BUSINESS.

The order of business at all meetings of the stockholders, shall be as follows:

1.Roll Call.

2.Proof of notice of meeting or waiver of notice.

3.Reading of minutes of preceding meeting.

4.Reports of Officers.

5.Reports of Committees.

6.Election of Directors.

7.Unfinished Business.

8.New Business.

11.INFORMAL ACTION BY STOCKHOLDERS.

Unless otherwise provided by law, any action required to be taken at a
meeting of the shareholders, or any other action which may be taken at a
meeting of the shareholders, may be taken without a meeting if a consent in
writing, setting forth the action so taken, shall be signed by a majority of
the shareholders entitled to vote with respect to the subject matter
thereof.

ARTICLE III - BOARD OF DIRECTORS

1.GENERAL POWERS.

The business and affairs of the corporation shall be managed by its board of
directors. The directors shall in all cases act as a board, and they may
adopt such rules and regulations for the conduct of their meetings and the
management of the corporation, as they may deem proper, not inconsistent
with these by-laws and the laws of this State.

2.NUMBER, TENURE AND QUALIFICATIONS.

The number of directors of the corporation shall be set by the board, but
shall not exceed seven (7). Each director shall hold office until the next
annual meeting of stockholders and until his successor shall have been
elected and qualified.

3.REGULAR MEETINGS.

A regular meeting of the directors, shall be held without other notice than
this by-law immediately after, and at the same place as, the annual meeting
of stockholders. The directors may provide, by resolution, the time and
place for the holding of additional regular meetings without other notice
than such resolution.

4.SPECIAL MEETINGS.

Special meetings of the directors may be called by or at the request of the
president or any two directors. The person or persons authorized to call
special meetings of the directors may fix the place for holding any special
meeting of the directors called by them.

5.NOTICE.

Notice of any special meeting shall be given at least five (5) days
previously thereto by written notice delivered personally, or by telegram,
or mailed to each director at his business address. If mailed, such notice
shall be deemed to be delivered when deposited in the United States mail so
addressed with postage thereon prepaid. If notice be given by telegram,
such notice shall be deemed to be delivered when the telegram is delivered
to the telegraph company. The attendance of a director at a meeting shall
constitute a waiver of notice of such meeting, except where a director
attends a meeting for the express purpose of objecting to the transaction of
any business because the meeting is not lawfully called or convened.

6.QUORUM.

At any meeting of the directors a majority shall constitute a quorum for the
transaction of business, but if less than said number is present at a
meeting, a majority of the directors present may adjourn the meeting from
time to time without further notice.

7.MANNER OF ACTING.

The act of the majority of the directors present at a meeting at which a
quorum is present shall be the act of the directors.

8. NEWLY CREATED DIRECTORSHIPS AND VACANCIES.

Newly created directorships resulting from an increase in the number of
directors and vacancies occurring in the board for any reason except the
removal of directors without cause may be filled by a vote of a majority of
the directors then in office, although less than a quorum exists. Vacancies
occurring by reason of the removal of directors without cause shall be
filled by vote of the stockholders. A director elected to fill a vacancy
caused by resignation, death or removal shall be elected to hold office for
the un-expired term of his predecessor.

9.REMOVAL OF DIRECTORS.

Any or all of the directors may be removed for cause by vote of the
stockholders or by action of the board. Directors may be removed without
cause only by vote of the stockholders.

10.RESIGNATION.

A director may resign at any time by giving written notice to the board, the
president or the secretary of the corporation. Unless otherwise specified
in the notice, the resignation shall take effect upon receipt thereof by the
board or such officer, and the acceptance of the resignation shall not be
necessary to make it effective.

11.COMPENSATION.

No compensation shall be paid to directors, as such, for their services, but
by resolution of the board a fixed sum and expenses for actual attendance at
each regular or special meeting of the board may be authorized. Nothing
herein contained shall be construed to preclude any director from serving
the corporation in any other capacity and receiving compensation therefor.

12.PRESUMPTION OF ASSENT.

A director of the corporation who is present at a meeting of the directors
at which action on any corporate matter is taken shall be presumed to have
assented to the action taken unless his dissent shall be entered in the
minutes of the meeting or unless he shall file his written dissent to such
action with the person acting as the secretary of the meeting before the
adjournment thereof or shall forward such dissent by registered mail to the
secretary of the corporation immediately after the adjournment of the
meeting. Such right to dissent shall not apply to a director who voted in
favor of such action.

13.EXECUTIVE AND OTHER COMMITTEES.

The board, by resolution, may designate from among its members an executive
committee and other committees, each consisting of three or more directors.
Each such committee shall serve at the pleasure of the board.

ARTICLE IV - OFFICERS

1.NUMBER.

The officers of the corporation shall be a president, a vice-president, a
secretary and a treasurer, each of whom shall be elected by the directors.
Such other officers and assistant officers as may be deemed necessary may be
elected or appointed by the directors.

2.ELECTION AND TERM OF OFFICE.

The officers of the corporation to be elected by the directors shall be
elected annually at the first meeting of the directors held after each
annual meeting of the stockholders. Each officer shall hold office until
his successor shall have been duly elected and shall have qualified or until
his death or until he shall resign or shall have been removed in the manner
hereinafter provided.

3.REMOVAL.

Any officer or agent elected or appointed by the directors may be removed by
the directors whenever in their judgment the best interests of the
corporation would be served thereby, but such removal shall be without
prejudice to the contract rights, if any, of the person so removed.

4.VACANCIES.

A vacancy in any office because of death, resignation, removal,
disqualification or otherwise, may be filled by the directors for the
un-expired portion of the term.

5.PRESIDENT.

The president shall be the principal executive officer of the corporation
and, subject to the control of the directors, shall in general supervise and
control all of the business and affairs of the corporation. He shall, when
present, preside at all meetings of the stockholders and of the directors.
He may sign, with the secretary or any other proper officer of the
corporation thereunto authorized by the directors, certificates for shares
of the corporation, any deeds, mortgages, bonds, contracts, or other
instruments which the directors have authorized to be executed, except in
cases where the signing and execution thereof shall be expressly delegated
by the directors or by these by-laws to some other officer or agent of the
corporation, or shall be required by law to be otherwise signed or executed;
and in general shall perform all duties incident to the office of president
and such other duties as may be prescribed by the directors from time to time.

6.VICE-PRESIDENT.

In the absence of the president or in event of his death, inability or
refusal to act, the vice-president shall perform the duties of the
president, and when so acting, shall have all the powers of and be subject
to all the restrictions upon the president. The vice-president shall
perform such other duties as from time to time may be assigned to him by the
President or by the directors.

7.SECRETARY.

The secretary shall keep the minutes of the stockholders' and of the
directors' meetings in one or more books provided for that purpose, see that
all notices are duly given in accordance with the provisions of these
by-laws or as required, be custodian of the corporate records and of the
seal of the corporation and keep a register of the post office address of
each stockholder which shall be furnished to the secretary by such
stockholder, have general charge of the stock transfer books of the
corporation and in general perform all duties incident to the office of
secretary and such other duties as from time to time may be assigned to him
by the president or by the directors.

8.TREASURER.

If required by the directors, the treasurer shall give a bond for the
faithful discharge of his duties in such sum and with such surety or
sureties as the directors shall determine. He shall have charge and custody
of and be responsible for all funds and securities of the corporation;
receive and give receipts for moneys due and payable to the corporation from
any source whatsoever, and deposit all such moneys in the name of the
corporation in such banks, trust companies or other depositories as shall be
selected in accordance with these by-laws and in general perform all of the
duties incident to the office of treasurer and such other duties as from
time to time may be assigned to him by the president or by the directors.

9.SALARIES.

The salaries of the officers shall be fixed from time to time by the
directors and no officer shall be prevented from receiving such salary by
reason of the fact that he is also a director of the corporation.

ARTICLE V - CONTRACTS, LOANS, CHECKS AND DEPOSITS

1.CONTRACTS.

The directors may 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.

2.LOANS.

No loans shall be contracted on behalf of the corporation and no evidences
of indebtedness shall be issued in its name unless authorized by a
resolution of the directors. Such authority may be general or confined to
specific instances.

3.CHECKS, DRAFTS, ETC.

All checks, drafts or other orders for the payment of money, notes or other
evidences of indebtedness issued in the name of the corporation, shall be
signed by such officer or officers, agent or agents of the corporation and
in such manner as shall from time to time be determined by resolution of the
directors.
4.DEPOSITS.

All funds of the corporation not otherwise employed shall be deposited from
time to time to the credit of the corporation in such banks, trust companies
or other depositories as the directors may select.

ARTICLE VI - CERTIFICATES FOR SHARES AND THEIR TRANSFER

1.CERTIFICATES FOR SHARES.

Certificates representing shares of the corporation shall be in such form as
shall be determined by the directors. Such certificates shall be signed by
the president and by the secretary or by such other officers authorized by
law and by the directors. All certificates for shares shall be
consecutively numbered or otherwise identified. The name and address of the
stockholders, the number of shares and date of issue, shall be entered on
the stock transfer books of the corporation. All certificates surrendered
to the corporation for transfer shall be canceled and no new certificate
shall be issued until the former certificate for a like number of shares
shall have been surrendered and canceled, except that in case of a lost,
destroyed or mutilated certificate a new one may be issued therefor upon
such terms and indemnity to the corporation as the directors may prescribe.

2.TRANSFERS OF SHARES.

(a)Upon surrender to the corporation or the transfer agent of the
corporation of a certificate for shares duly endorsed or accompanied by
proper evidence of succession, assignment or authority to transfer, it shall
be the duty of the corporation to issue a new certificate to the person
entitled thereto, and cancel the old certificate; every such transfer shall
be entered on the transfer book of the corporation.

(b)The corporation shall be entitled to treat the holder of record of any
share as the holder in fact thereof, and, accordingly, shall not be bound to
recognize any equitable or other claim to or interest in such share on the
part of any other person whether or not it shall have express or other
notice thereof, except as expressly provided by the laws of this state.

ARTICLE VII - FISCAL YEAR

The fiscal year of the corporation shall be fixed by resolution of the board
of directors.

ARTICLE VIII - DIVIDENDS

The directors may from time to time declare, and the corporation may pay,
dividends on its outstanding shares in the manner and upon the terms and
conditions provided by law.

ARTICLE IX - SEAL

The directors shall provide a corporate seal which shall be circular in form
and shall have inscribed thereon the name of the corporation, the state of
incorporation, year of incorporation and the words, "Corporate Seal".

ARTICLE X - WAIVER OF NOTICE

Unless otherwise provided by law, whenever any notice is required to be
given to any stockholder or director of the corporation under the provisions
of these by-laws or under the provisions of the articles of incorporation, a
waiver thereof in writing signed by the person or persons entitled to such
notice, whether before or after the time stated therein, shall be deemed
equivalent to the giving of such notice.

ARTICLE XI - AMENDMENTS

These by-laws may be altered, amended or repealed and new by-laws may be
adopted by a vote of the stockholders representing a majority of all the
shares issued and outstanding, at any annual stockholders' meeting or at any
special stockholders' meeting when the proposed amendment has been set out
in the notice of such meeting.

Dated: Sept. 30, 1993

TOM E. HAYS
- -------------------------
Incorporator

[CAPTION]
Exhibit 4.1
SPECIMEN OF COMMON STOCK CERTIFICATE
Platinum Pearls, Inc.

[________]NUMBER SHARES[________]
INCORPORATED UNDER THE LAWS OF THE STATE OF NEVADA
25,000,000 SHARES COMMON STOCK AUTHORIZED, $.001 PAR VALUE

COMMON STOCK CUSIP 72765L 10 7
SEE REVERSE FOR CERTAIN
DEFINITIONS
THIS CERTIFIES THAT

Is the RECORD HOLDER OF SHARES OF FULLY PAID AND NON-ASSESSABLE
SHARES OF COMMON STOCK OF PLATINUM PEARLS, INC.
TRANSFERABLE ON THE BOOKS OF THE CORPORATION IN PERSON OR BY DULY AUTHORIZED
ATTORNEY UPON SURRENDER OF THIS CERTIFICATE PROPERLY ENDORSED. THIS
CERTIFICATE AND THE SHARES REPRESENTED HEREBY ARE SUBJECT TO THE LAWS OF THE
STATE OF NEVADA, AND TO THE CERTIFICATE OF INCORPORATION AND BYLAWS OF THE
CORPORATION, AS NOW OR HEREAFTER AMENDED. THIS CERTIFICATE IS NOT VALID
UNTIL COUNTERSIGNED BY THE TRANSFER AGENT.

WITNESS the facsimile seal of the Corporation and the signature of its duly
authorized officers.

Dated:

[SEAL OF PLATINUM PEARLS, INC.]

TOM E. HAYS SUSAN HAYS
- ------------------------ ---------------------
President Secretary

COUNTERSIGNED
AMERICAN REGISTRAR & TRANSFER CO.
342 E. 900 South
P.O. Box 1798
Salt Lake City, Utah 84110
By: ^^Illegible Signature^^

The following abbreviations, when used in the inscription on the face
of this
certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM - as tenants in common UNIF GIFT MIN ACT - ____Custodian____

TEN ENT - as tenants by the entireties (Cust) (Minor)

JT TEN - as joint tenants with right under Uniform Gifts to Minors
of survivorship and not as Act ________________________
tenants in common (State)

Additional abbreviation may also be used though not in above list.

FOR VALUE RECEIVED, _________hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
- ---------------------------------------

- ---------------------------------------

__________________________________________________________________________
(Please print or typewrite name and address including zip code of assignee)

__________________________________________________________________________

__________________________________________________________________________
Shares of the capital stock represented by the within Certificate, and do
hereby irrevocably constitute and appoint

__________________________________________________________________________
Attorney to transfer the said stock on the books of the within-named
Corporation with full power of substitution in the premises.

Dated: ------------

NOTICE: The signature to this assignment must correspond with the name as
written upon the face of the Certificate, in every particular, without
alteration or enlargement, or any change whatever.

[CAPTION]
OPINION OF COUNSEL AND CONSENT
April 5, 2000
Board of Directors
Platinum Pearls, Inc.
5514 North 71st Street
Scottsdale, AZ 85253

Re: Platinum Pearls, Inc. Registration of 50,000 shares on Form

Gentlemen:

The undersigned is counsel for Platinum Pearls, Inc. I have been requested
to render an opinion on the tradeability of the 50,000 shares of the company
proposed to be sold pursuant the Company's Registration Statement on Form
SB-2. In rendering this opinion, I have reviewed the Company's Registration
on Form SB-2, the Company's Form 10SB, company articles of incoroporation
and by laws and other corporate documents. All representations made to me
in the company documents and by company officers and directors are deemed to
be accurate. It is my opinion that the shares to be issued will be free
trading shares. It is further my opinion that:

1. The Company is a corporation duly organized, validly existing and in
good standing and is qualified to do business in each jurisdiction in which
such qualification is required.

2. That the shares of common stock to be issued by the Company have been
reserved and, when issued, will be duly and properly approved by the
Company's Board of Directors.

3. That the shares of stock, when and as issued, will be fully paid and
non-assessable, and will be a valid and binding obligation of the corporation.

4. That the shares of common stock have not been but will be registered
under the Securities Act of 1933, as amended (the "Act"), and will be
registered by coordination with or exempt from the securities laws of the
state jurisidictions in which they will be sold.

I hereby consent to the use of this opinion in the Company's Registration
Statement on Form SB-2. Please feel free to contact the undersigned should
you have any further questions regarding this matter.

Very truly yours,

Kenneth G. Eade
____________________
KENNETH G. EADE

[CAPTION]
CONSENT OF INDEPENDENT ACCOUNTANT
I consent to the incorporation by reference in the Registration Statement on
From SB-2 my report dated December 31, 1999 and the related statements of
income, stockholder's equity, and cash flows for the years then ended.

ROGER G. CASTRO
Roger G. Castro
Certified Public Accountant
Oxnard, California
April 5, 2000

[CAPTION]
SUBSCRIPTION AGREEMENT
PLATINUM PEARLS, INC.
5514 North 71st Street
Scottsdale, AZ 85253

Gentlemen:

The undersigned has read and understands the matters set forth in your
prospectus dated April 7, 2000. The undersigned represents as set forth
below and subscribes to purchase ________Shares at $.50 per Share, for
$_______________, subject to your acceptance of this subscription. There
is no minimum contingency and proceeds may be utilized at the issuer's
discretion. If any checks are delivered to any NASD member, the member must
promptly, by noon of the next business day, transmit all checks received to
the issuer or any person entitled thereto. The undersigned, if an
individual, is a resident of, or, if a corporation, partnership or trust,
has as its principal place of business:

The State of New York_____
The State of Florida_____
The District of Columbia_____Other State _____________
A State foreign to U.S.A._____

Dated:______________.

If not an individual:_________________________
Signature

__________________________________________________
Name of Corporation, Trust,Print or type name of
or Partnership Signer
__________________________________________________
State where incorporated,P.O. Box or Street Address
organized, or domiciled

__________________________________________________
Print Signer's CapacityCity, State and Zip Code

_________________________
Tax ID Number _________________________
Telefax and Phone Numbers
_________________________
Social Security No.:

[CAPTION]

EXHIBIT 10a
EXCLUSIVE LICENSE AGREEEMNT

This Exclusive License Agreement (herafter "Agreement") entered into this 29
day of January, 1998, between Tom and Susan Hays (herafter "licensor") and
Cornerstone Communications Corp. (Herafter "Licensee.")

Whereas Licensor has filed, under serial #75/427026, for trade mark rights
on the name "Platinum Pearls", and has developed and will develop a range of
lifestyle enhancement programs to be incorporate within the "Platinum
Pearls" trade mark, and

Whereas Cornerstone Communications Corporation is desirous of obtaining
exclusive rights to the use of said mark and programs developed and to be
developed thereunder,

Now, therefore, the parties agree as follows:

1. Licensor licenses to Licensee (a) the exclusive right to use of the
trade mark name, "Platinum Pearls" and (b) the exclusive right to use the
lifestyle enhancement programs and concepts developed to date by Licensor,
which are to be marketed under the mark assigned above, and (c) all other
related programs and concepts to be developed by Licensor, which are also to
be marketed under the assigned mark.

2. In consideration for said License, Licensee agrees to pay Licensor a
royalty determined as follows:

a. 6% of gross revenues generated by Licensees's operations under the
licensed mark, except,
b. In the event of a sub-license by Licensee to a third party of either the
mark or programs or concepts developed therefor, which arrangement is
subject to written approval by Licensor (and approval may not be
unreasonably withheld), then Licensor shall be entitled to 50% of gross
revenue generated by any such sub-licensing agreement entered into by
Licensee. Said sub-licensing agreement may not be for less than the 6%
referenced in (a) above. Any such sub-licensing payment shall be made to
Licensor within 30 days of receipt by Licensee, and Licensor shall have the
right to reasonably inspect and audit Licensee's books and records to
confirm the accuracy of such payments.

3. Additional Compensation. Licensee additionally hereby agrees to
reimburse Licensor for $58,500 in expenses incurred by Licensor in
development of the mark and related programs and materials, and to issue to
Licensor 500,000 shares of the first preferred shares of the Licensee.

4. Minimum Annual Royalty Payment. This Agreement shall remain in effect
for the term set forth herein on condition that the royalty payment, on an
annual basis, shall not be less than $20,000. Licensor acknowledges receipt
of $40,000, which the parties agree is a non-refundable advance of two years
of the minimum royalty payment due, subject only to additional payments to
Licensor arising out of additional amounts which may be calculated to be
due, pursuant to paragraph 2 above.

5. Term of the Agreement. The terms of this Agreement shall be ten years,
subject only to each party's performance of their obligation set forth
herein. Upon conclusion of said term, and providing Licensee has given
Licensor 90 days prior notice, in writing, of its intent to renew this
Agreement, and is in full compliance with all obligations herein, Licensee
shall have the right to renew this license for an additional ten (10) year
term upon the same terms and conditions as herein set forth.

6. Events of Default. The Parties agree that this Agreement is in default
if (a) the payments set forth herein are not paid by Licensee; (b) Licensees
fails to notify and obtain Licensor's approval of any sub-licensing
agreement; (c) Licensee files for protection under the U.S. Bankruptcy Code.
Any default, not cured within 10 days of written Notice of Default to be
provided by Licensor to Licensee, or as otherwise provided by a court of
law, shall terminate the license issued under this Agreement.

7. Jurisdiction. The parties agree that jurisdiction over this Agreement
and any disputes arising hereunder, shall be with the State of Arizona,
Maricopa County, and any disputes shall be resolved under Arizona law.

8. Agreement Non-Assignable. This Agreement may not be pledged, sold, or
assigned, other than sub-licensing agreements as set forth herein-above,
without the express written consent of Licensor, in their sole discretion.

CORNERSTONE COMMUNICATIONS CORP.

By SUSAN R. HAYS
- --------------------
its Secretary
- --------------------
Licensee

TOM HAYS
- --------------------
Tom Hays

SUSAN HAYS
- --------------------
Susan Hays
LICENSOR

[CAPTION]
Exhibit 10a Service Mark Registration

Int. Cl.: 41
Prior U.s. cls: 100, 101 and 107
Reg. No. 2,232,091
United States Patent and Trademark Office
Registered Mar. 16, 1999
SERVICE MARK
PRINCIPAL REGISTER
PLATINUM PEARLS
Hays, Tom E. (United States Citizen)
5514 North 71st Street
Scottsdale, AZ 85253

For: Educational Services, namely, conducting workshops and seminars in the
fields of improving one's lifestyle, health issues, nutrition, exercise,
skin care, overcoming addictions, career planning personal finances,
improving creativity and retirement planning, entertainment, namely,
production of television shows about imporving one's lifestyle, health
issues, nutrition, exercise, skin care, overcoming addictions, career
planning, personal finances, improving creativity and retirement planning,
in class 41 (U.S. Cls. 8-7-1997; in commerce 8-7-1998. Lori Stockton,
Examining Attorney.