PLATINUM PEARLS INC, SB-2/A, 2000-08-29

PLATINUM PEARLS INC
SB-2/A, 2000-08-29
NON-OPERATING ESTABLISHMENTS

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------

AMENDMENT NO. 2 TO FORM SB-2

REGISTRATION STATEMENT

UNDER

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

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

Nevada 9995
(State of Incorporation) (Primary Standard Industrial
Classification Code Number)

86-0746356
(I.R.S. Employer 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.

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

<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE

<S> <C> <C> <C> <C>
TITLE OF EACH DOLLAR PROPOSED PROPOSED AMOUNT OF
CLASS OF SECURITIES AMOUNT TO MAXIMUM AGGREGATE MAX. AGGREGATE REGISTRATION FEE
------------------- --------- ----------------- --------------- ----------------
Common Stock, .001 par $25,000 $.50 $25,000 $6.60

Total $25,000 $.50 $25,000 $6.60

DATED SEPTEMBER 15, 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.

</TABLE>

PROSPECTUS
PLATINUM PEARLS, INC.
50,000 SHARES OF COMMON STOCK
$.50 per share

Platinum Pearls, Inc., hereby offers for sale, up to 50,000 of
the shares (Shares) of Common Stock at the price of $.50 per
share. This offering is self underwritten by Platinum Pearls,
which means that its officers and directors will sell the shares
and no underwriter will be used. There are no minimum number of
shares to be sold and no escrow or impound. Any funds received
by the Company may be used at the Company's discretion. There is
no public market for the Shares and the Shares will be sold over
a period of 180 days, at which time the offering will terminate,
unless extended by Platinum Pearls for an additional 180 days.

------------------------
The Common Stock offered hereby is speculative and involves a
high degree of risk and substantial dilution. See RISK FACTORS
on page 3.
------------------------

These securities have not been approved or disapproved by the
Securities and Exchange Commission (SEC) or any state securities
commission, nor has the SEC 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

SEPTEMBER 15, 2000
------------------------
PROSPECTUS SUMMARY

CORPORATE BACKGROUND

Platinum Pearls 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. Platinum Pearls's is engaged in the
business of marketing the Platinum Pearls 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. Platinum Pearls's web site,
www.platinumpearls.com, acquaints the member with all of Platinum
Pearls's services, which include retreats, workshops, fitness and
exercise videos, music and books.

1<PAGE>

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

<TABLE>
SUMMARY FINANCIAL DATA

<S> <C>

BALANCE SHEET DATA:
March 31, 2000
_____________________
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
=======

</TABLE>

<TABLE>
<S> <C> <C>
STATEMENT OF OPERATIONS DATA: Cumulative
since
inception
Period ended of
March 31, 2000 development
stage
-------------- -----------
Revenues: .................................. $__ $__
Expenses: .................................. 33,129 76,475
_____ _____
Net Loss .............................. $33,129 $76,475
_____ _____
Basic & Diluted loss per share ............. $(.022) $(.049)

2<PAGE>

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

RISK FACTORS

We are a development stage company with no Operating History.

Platinum Pearls is a development stage company which has no
operating history upon which an evaluation of its future
performance and prospects can be made. Platinum Pearls' 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, Platinum Pearls has
incurred losses.

Our business is subject to 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 Platinum Pearls are more
equipped to compete with Platinum Pearls in this industry. There
can be no assurance that Platinum Pearls will be able to compete
successfully in any chosen.

We will need to raise more capital for our operations.

Platinum Pearls 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 Platinum Pearls will not require
additional financing sooner than currently anticipated. In order
to continue with its planned operations, Platinum Pearls is
dependent upon additional equity financing. There can be no
assurance that additional equity financing can be obtained.

We have no market for our stock.

Prior to this offering, Platinum Pearls'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 Platinum Pearls's securities will be quoted
on any recognized quotation medium. The initial public offering
price of the shares has been arbitrarily determined by Platinum
Pearls. 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.

3<PAGE>

Platinum Pearls stock is a penny stock and is subject to
regulations involving trading of penny stocks.

Platinum Pearls'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 Platinum Pearls's
common stock, if such a market should develop, trading Platinum
Pearls'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 Platinum Pearls's securities, which
could severely limit the liquidity of Platinum Pearls's
securities and the ability of purchasers in this Offering to sell
such securities in the secondary market.

Management has broad discretion in deciding how to spend proceeds
from this offering.

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

Our officers and directors have engaged in transactions with
Platinum Pearls at terms favorable to them.

Platinum Pearls has engaged in transactions with certain of its
officers, directors and principal stockholders. For example, the
Platinum Pearls concept is owned by the president, Tom Hays, and
is licensed to Platinum Pearls. These transactions were not arm's
length transactions and this could create a potential conflict of
interest.

Platinum Pearls' industry is new.

Conducting seminars and providing self help products on the
Internet 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
Platinum Pearls will be able to meet its current marketing
objectives, succeed in positioning its products and to achieve
significant market acceptance for its products.

4<PAGE>

USE OF PROCEEDS

The net proceeds to Platinum Pearls from the sale of the shares
of Common Stock offered hereby are estimated to be approximately
$25,000. Platinum Pearls intends to use these proceeds for web
site promotion, working capital and general corporate purposes.

The following table shows the Company's use of proceeds if 25%,
50%, 75%, and/or 100% of the shares are sold. Further, there can
be no assurance that any shares will be sold in this offering.

10% 25% 50% 75%
--- ----- ------ -------
Offering expenses $1,550 $3,875 $7,750 $11,625
Web site promotion 350 875 1,750 2,625
Management salaries 0 0 0 0
Employee salaries 450 1,125 2,250 3,375
Working capital 500 1,250 2,500 3,750
------ ----- ----- -------
Totals: $2,500 $6,250 $12,500 $18,750

The allocation of the net proceeds of the Offering set forth
above represents Platinum Pearls's best estimates based upon its
current plans and certain assumptions regarding industry and
general economic conditions and Platinum Pearls's future revenues
and expenditures. If any of these factors change, Platinum Pearls
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.

Platinum Pearls 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. Platinum Pearls's actual
cash requirements may vary materially from those now planned and
will depend upon numerous factors, including the general market
acceptance of Platinum Pearls's new and existing products and
services, the growth of Platinum Pearls'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

Platinum Pearls has never declared or paid cash dividends on its
capital stock. Platinum Pearls 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.

5<PAGE>

PRICE RANGE OF SECURITIES

Platinum Pearls's common stock is not listed or quoted at the
present time, and there is no present public market for Platinum
Pearls's common stock. Platinum Pearls 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 Platinum Pearls has closed this offering, and there can be
no assurance that the market maker will resubmit Platinum
Pearls's form 211 or that Platinum Pearls's stock will be quoted
on the Bulletin Board. There also can be no assurance that the
NASD will accept Platinum Pearls's market maker's application on
Form 211. Therefore, there can be no assurance that a public
market for Platinum Pearls's common stock will ever develop.

CAPITALIZATION

The following table sets forth the short-term debt and
capitalization of Platinum Pearls as of March 31, 2000. The table
should be read in conjunction with the Consolidated Financial
Statements, including the Notes thereto, appearing elsewhere in
this Prospectus.

BALANCE SHEET DATA:

12/31/99
_______

Assets: ............................................ $69,548

=======

Liabilities _ Curent......... ..................... $ 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
Paid_In Capital .................................. 138,486

Retained Deficit ................................. (76,475)

Deficit Accumulated During the
Development Stage .............................. (76,475)
_______

Total Stockholders' Equity .................... 69,548
_______

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

DILUTION

As of March 31, 2000, Platinum Pearls net tangible book value was
$63,548, or $.04 per share of common stock. Net tangible book
value is the aggregate amount of Platinum Pearls's tangible
assets less its total liabilities. Net tangible book value per
share represents Platinum Pearls'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), Platinum Pearls' 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%

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

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

COMPANY OVERVIEW

Platinum Pearls was organized on September 30, 1993, under the
name Baja Franchise Systems, Inc. In 1997, it changed its name
to Cornerstone Communications Corporation. On May 14, 1998, it
changed its name to Platinum Pearls, Inc. Platinum Pearls was
inactive and had no operations until its name change to Platinum
Pearls, Inc. and has just recently commenced operations, but has
not generated any revenue and is still a development stage
corporation, and has been since its inception. Platinum Pearls's
is engaged in the business of marketing the Platinum Pearls
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. Platinum Pearls's
web site, www.platinumpearls.com, acquaints the member with all
of Platinum Pearls' products and services, which include
retreats, workshops, fitness and exercise videos, music and
books. No other products or services are contemplated at this
time. Platinum Pearls'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

Platinum Pearls markets the Platinum Pearls program, a
membership organization, tailored to the baby boomer generation.
Platinum Pearls has established a web page on the Internet which
will acquaint the member with all of Platinum Pearls's services,
including retreats, workshops, books, music, and fitness and
excercise videos. Membership is free at the present time.
Platinum Pearls has financed its operations to date through the
sale of its securities. Platinum Pearls has undertaken an
aggressive marketing plan both on the Internet and
conventionally.

During the next twelve months, Platinum Pearls plans to satisfy
its cash requirements by additional equity financing. There can
be no assurance that Platinum Pearls 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 Platinum Pearls is
not able to raise equity capital, and it presently has no cash
with which to satisfy any future cash requirements. Platinum
Pearls will need a minimum of $15,000 to satisfy its cash
requirements for the next 12 months. Platinum Pearls will not be
able to operate if it does not obtain equity financing. Platinum
Pearls depends upon capital to be derived from future financing
activities such as subsequent offerings of its stock. There can
be no assurance that Platinum Pearls will be successful in
raising the capital it requires. Platinum Pearls does not
anticipate any further research and development of any products,
nor does it expect to incur any research and development costs.
Platinum Pearls 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. Platinum Pearls has no current
material commitments. Platinum Pearls has generated no revenue
since its inception.

Platinum Pearls 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 Platinum Pearls will be successful in
raising the capital it requires through the sale of its common
stock.

BUSINESS
Platinum Pearls

Platinum Pearls is a company which offers ways to learn to live a
more fulfilling life through 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 dimensions. Platinum Pearls is
engaged in the business of marketing the Platinum Pearls
program, a quality of life enhancement program presented as a
membership organization, geared to the baby boomer generation.
The membership program is 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 Platinum Pearls is to provide an information center for
the life improvement of its members. Platinum Pearls has
established a web page on the Internet which will acquaint the
member with all of Platinum Pearls's services. Platinum Pearls
also publishes a periodic newsletter, the first issue of which
has already been published. Platinum Pearls offers retreats and
workshops, fitness and exercise videos, books, and music, through
its Internet site, www.PlatinumPearls.com.

Platinum Pearls was

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 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
Platinum Pearls by its owners. The terms of the license provide
for a royalty of 6% of gross revenues generated by Platinum
Pearls's operations under the licensed mark, with a minimum
annual royalty payment of $20,000.

This Exclusive License Agreement is between Platinum Pearls as
Licensee, and Tom Hays, President of Platinum Pearls, and Susan
Hays, as Licensor and owner of the trade mark Platinum Pearls .
It provides for a royalty fee of 6% of all gross revenues
generated by Platinum Pearls'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 Platinum Pearls 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 Platinum Pearls's
business, and government regulations have no or only a negligible
effect on their respective businesses.

Platinum Pearls 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.

Platinum Pearls's mailing address is P.O. Box 6154, Scottsdale,
Arizona. The telephone number of its principal executive office
is 480-991-8342.

FORWARD LOOKING STATEMENTS

This registration statement contains forward_looking statements.
Platinum Pearls'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, Platinum Pearls's e commerce site
can develop into the most popular membership site on the
Internet.

THE MARKET

Platinum Pearls 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, Platinum
Pearls believes that the majority of persons reaching age 50 in
this generation will not be inclined to join such organizations.

RETREATS, PROGRAMS AND WORKSHOPS

Platinum Pearls conducts self-help programs, featuring noted
speakers and authorities. The subjects of the workshops and
seminars are 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, Platinum Pearls has established a web site on the
Internet, and offers a two minute morning show insert for barter
syndication to local television stations. Each show features 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. Platinum Pearls also offers a video magazine
for syndication to cable networks, which consists of a 30 minute
program, featuring in-depth interviews of authors and
practitioners who will share their ideas for living a more
rewarding life.

PUBLICATIONS

Platinum Pearls has published the first issues of the Platinum
Pearls 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 Platinum Pearls believes will eventually be
marketed by subscription and newsstand sales.

PRODUCTS

Platinum Pearls offers CD-ROMs containing videos, music, articles
and reference materials derived from its publications, television
shows, and its collection of articles, books, tapes and
interviews. Platinum Pearls develops and markets exercise and
fitness videos as well as video clips from Platinum Pearls's
workshops and retreats. Platinum Pearls markets music to its
members through its programs, workshops and retreats.

PLATINUM PEARLS' INTERNET WEB SITE

Platinum Pearls 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 , in order
to gather enough members to offer discounts on travel, rental
cars, and hotels.

Through the web site, Platinum Pearls 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, Platinum Pearls 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. Platinum Pearls is of the opinion
that the majority of persons now reaching age 50 will be less
likely to join AARP than Platinum Pearls's organization, thinking
of it as an older organization, one their parents might belong
to. Platinum Pearls 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, Platinum Pearls will
alert its members to the best of the information provided by its
competitors as part of Platinum Pearls's all-inclusive approach,
thus benefitting from the competitive atmosphere. Platinum Pearls
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
Platinum Pearls has decided to concentrate.

PATENTS

Platinum Pearls 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
Platinum Pearls by its owners. Platinum Pearls 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 Platinum Pearls's services.
Platinum Pearls uses printers for its newsletter, which services
are generic in nature and Platinum Pearls is not under contract
with any one printer. Platinum Pearls 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 Platinum Pearls's
business, and government regulations have no effect or a
negligible effect on their respective businesses.

EMPLOYEES

Platinum Pearls presently employs one employee, the President and
founder of the Company, Tom E. Hays, who devotes his part time
efforts to Platinum Pearls.

MARKETING

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

To help achieve its sales goals, Platinum Pearls plans to
implement an aggressive online marketing campaign. The objective
will be to name awareness for Platinum Pearls 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. Platinum Pearls's online campaign
will target sites that generate high traffic from Internet users
who fit Platinum Pearls's customer profile. In order to create
this market presence and increase customer awareness, Platinum
Pearls intends to promote its Web site on the most effective
search engines, directories and promotional sites the Internet
offers. However, Platinum Pearls 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 Platinum Pearls 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 Platinum Pearls 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.
Platinum Pearls will review its site data to optimize its
listing. Once the site data has been perfected, Platinum
Pearls'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 Platinum Pearls's
Internet program, targeted links with sites of similar interest
is another powerful method of obtaining visitors that are
interested in Platinum Pearls's site. Platinum Pearls 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 Platinum Pearls's Web site.

Platinum Pearls intends to design a professional banner and place
it with various sites on a reciprocal basis, at no charge to
Platinum Pearls. Platinum Pearls also plans to purchase online
ad banners on highly trafficked Web sites that appeal to Platinum
Pearls's target audience. Platinum Pearls 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. Platinum Pearls 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 Platinum
Pearls'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
Platinum Pearls's products and services and can click-through
Hyperlinks created in Platinum Pearls'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.

Platinum Pearls 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, Platinum
Pearls 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.

Platinum Pearls intends to announce its products and services on
the Web in press releases. Favorable articles or editorial
pieces about Platinum Pearls's Web site can generate tremendous
visibility and opportunity to sell its products and services.
Platinum Pearls 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.

LEGAL PROCEEDINGS

Platinum Pearls 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 Platinum Pearls 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
Platinum Pearls 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 Platinum
Pearls, sionce its inception. For the past five years, he has
been employed as the officer and director of development stage
companies. He is the Secretary/Treasurer and Director of Baja
International Foods, Inc., a development stage fast foo
franchise, and the President/Director of Inertia, Inc., a
designed of Internet web sites, including Platinum Pearls' web
site. He is also the owner of an interest in the Platinum
Pearls trademarks and copyrights. Mr. Hays conceived the
various program elements which comprise the Platinum Pearls
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
Platinum Pearls into a profitable position, and took it public.
Platinum Pearls 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 Platinum Pearls, as well as an owner of the
Platinum Pearls concept and trademark. She is also the President
and Director of Baja International Foods, Inc. and the
Secretary/Director of Inertia, Inc. She has been the
owner/operator of Brushstrokes Designs since 1981, and, to date,
has been self-employed by Brushtrokes, 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 Platinum
Pearls. He is the founder of J.T. Stewart Enterprises, and is
nationally recognized as a personal development trainer. He has
been self employed for the past five years as a personal trainer,
conducting personal training seminars and programs. 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
Platinum Pearls. 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. For the past five years,
she has been self-employed as a publications consultant. 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 Platinum Pearls. Ms. Woosley is a principal of and has been
employed by Kissy and Tracey's Music in Motion for the past five
years, 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 Platinum Pearls to its Chief Executive Officer and all
other executive officers for services rendered up to the period
ended March 31, 2000. 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

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

PRINCIPAL STOCKHOLDERS

The following table presents certain information regarding
beneficial ownership of Platinum Pearls's Common Stock as of
February 29, 2000, by (i) each person known by Platinum Pearls to
be the beneficial owner of more than 5% of the outstanding shares
of Common Stock, (ii) each director of Platinum Pearls, (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
Owned Offering Offering

Name and Address Number of Shares Percentage Owned
________________ ________________ ________________

Tom E. Hays(1)(2) 1,495,150 97.91%

7316 E. Tuckey Lane
Scottsdale, AZ 85250

Susan R. Hays(2) 1,495,150 97.91%

7316 E. Tuckey Lane
Scottsdale, AZ 85250

J.T. Stewart 1,000 .065%
P.O. Box 34032
Dayton, OH 45434

Deanna Larson 1,000 .065%

1801 Holly Street
Nashville, TN 37206

Kissy Woosley 1,000 .065%

2717 Sharondale Court
Nashville, TN 37215

Directors & Officers 1,498,150 98.11%
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.

(3) Tom E. Hays and Susan R. Hays are husband and wife.

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 Platinum Pearls. Platinum Pearls
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 January 28, 1998, 500,000 shares of common stock of
Platinum Pearls were issued to Tom and Susan Hays, and 500,000
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, 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.

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
Platinum Pearls by its owners. The terms of the license provide
for a royalty of 6% of gross revenues generated by Platinum
Pearls's operations under the licensed mark, with a minimum
annual royalty payment of $20,000.

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 Platinum Pearls 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 Platinum Pearls's stock have or will have any direct
or indirect material interest. Platinum Pearls does not currently
have any policy toward entering into any future transactions with
related parties.

DESCRIPTION OF SECURITIES

The authorized capital stock of Platinum Pearls consists of
25,000,000 shares of Common Stock, $.001 par value per share.
Upon consummation of this Offering, there will be outstanding
1,577,000 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 Platinum Pearls'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, Platinum
Pearls'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 Platinum Pearls'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, Platinum Pearls 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 Platinum
Pearls), 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 Platinum Pearls, 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 Platinum Pearls 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 Platinum
Pearls's shares of common stock. However, Platinum Pearls'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 Platinum Pearls through
its officers and directors on a best efforts basis. Therefore,
there is no underwriter or broker compensation involved, and
Platinum Pearls 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 Platinum Pearls as of
March 31, 2000 included in this Prospectus and elsewhere in the
Registration Statement have been audited by Roger G. Castro,
independent public accountant for Platinum Pearls, 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

Platinum Pearls 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.

Platinum Pearls 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
............................................. F-6

<CAPTION>
REPORT OF INDEPENDENT AUDITOR
Platinum Pearls, Inc.
Board of Directors and Shareholders

We have audited the accompanying balance sheets of Platinum
Pearls, Inc. (A Development Stage Company) as of December 31,
1999 and 1998, and the related statements of operations, cash
flows, and changes in stockholders' equity for the period
September 30, 1993(inception), through December 31, 1999, and the
years ended December 31, 1999 and 1998. These financial
statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audits to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position
of Platinum Pearls, Inc. at December 31, 1999 and 1998, and the
results of its operations and its cash flows for the period
September 30, 1993(inception) through December 31, 1999 and the
years ended December 31, 1999 and 1998, in conformity with
generally accepted accounting principles.

The accompanying financial statements have been prepared assuming
that the Company will continue as a going concern. As described in Note 4 to the
financial statements, the Company is in the development stage, conditions exist which
raise substantial doubt about the Company's ability to continue as a going concern unless
it is able to generate sufficient cash flows to meet its obligations and sustain its
operations. The financial statements do not include any adjustments that might result
from the outcome of this uncertainty.

Rogelio G. Castro

Oxnard, California
August 14, 2000

</TABLE>
<TABLE>
<CAPTION>
PLATINUM PEARLS, INC.
(A Development Stage Enterprise)
Balance Sheet
December 31, 1999 and 1998

1999 1998
---- ----
ASSETS
Current Assets:
Cash $ 2 $ 109
Prepaid expenses - 20,000
Total Current Assets 2 20,109

Fixed Assets:
Machinery and equipment 22,695 22,695
Furnitures and equipment (6,484) (3,242)
Total Fixed Assets 16,211 19,453

Other Assets:
License rights 59,000 59,000
Less accumulated amortization (11,800) (5,900)
Total Other Assets 47,200 53,100

TOTAL ASSETS $63,413 $92,662

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
Advances from officer 3,991

Total Current Liabilities $3,991 $ -

Stockholders' Equity:
Common stock , par value of
$.001 per share: Authorized
25 million shares; issued and outstanding 1,537 1,518
1,537,000 and 1,518,000 respectively

Capital in excess of par value of stock 138,486 134,490

Deficit accumulated during the development stage (80,601) (43,346)
Total Stockholders' Equity 59,422 92,662

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $63,413 $92,662

</TABLE>

<TABLE>
<CAPTION>
PLATINUM PEARLS, INC.
(A Development Stage Company)
Statement of Operations
For the years ended December 31, 1999 and 1998, and
For the period September 30, 1993 (inception) through December 31, 1999

<S> <C> <C> <C>
Cumulative
December December During
31, 31, Development
1999 1998 Stage
INCOME
Sales $ -0- $ -0- $ -0-
Total Income -0- -0- -0-

EXPENSES
Royalty fees 20,000 20,000 40,000
Legal and professional 5,750 5,350 11,100
Depreciation and amortization 9,142 9,142 18,284
Administrative 2,363 8,854 11,217
Total expenses 37,255 43,346 80,601

NET LOSS $ (37,255) $(43,346) $ (80,601)

Basic loss per common shares $ (0.03) (0.03)

Weighted average shares
outstanding 1,432,521 1,518,000

</TABLE>

<TABLE>
<CAPTION>
PLATINUM PEARLS, INC.
(A Development Stage Enterprise)
Statement of Stockholders' Equity
For the period September 30, 1993 (inception) through December 31, 1999

Deficit
Accumulated
Number Common Additional During
of Stock Paid-In Development
Shares at Par Value Capital Stage Total
------ ------------ ---------- ----------- -----

Balance from September 27, 1993
(inception) through December 31, 1997 500,000 500 0 0 500

Net loss - December 31, 1998 $(43,346) $(43,346)

Stocks issued for cash January 1, 1998
through December 31, 1998 510,000 $ 510 $134,490 135,000

Stocks issued for services January 1, 1998
through December 31, 1998 8,000 8 8

Stocks issued for exclusive license rights
January 1, 1998 through
December 31, 1998 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 (37,255) (37,255)

Stocks issued for repayment of debt
January 1, 1999 through
December 31, 1999 4,000 4 3,996 4,000

Stocks issued for services January 1, 1999
through December 31, 1999 15,000 15 15

Balance at December 31, 1999 1,537,000 $1,537 $138,486 $(80,601) $59,422

</TABLE>

<TABLE>
<CAPTION>
PLATINUM PEARLS, INC.
(A Development Stage Company)
Statement of Cash Flows
For the years ended December 31, 1999
and 1998, and For the period September 30, 1993
(inception) through December 31, 1999

Cumulative
December December During
31, 31, Development
1999 1998 Stage
-------- -------- ----------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $(37,255) $(43,346) $(80,601)
Adjustments to reconcile net loss to
net cash provided by operating activities:
Stocks issued for services 15 8 23
Depreciation & amortization 9,142 9,142 18,284
Prepaid expenses 20,000 (20,000) -

NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES (8,098) (54,196) (62,294)

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

CASH FLOWS FROM FINANCING ACTIVITIES
Advances from officer 3,991 3,991
Issuance of common stocks 4,000 135,000 139,500
NET CASH PROVIDED (USED) BY FINANCING ACTIVITIES 7,991 135,000 143,491

INCREASE IN CASH (107) (391) 2

BEGINNING CASH 109 500 -

ENDING CASH $ 2 $109 $ 2

NON CASH DISCLOSURE
500,000 shares issued for exclusive license rights $500 $500
27,000 shares issued for services $ 15 $ 8 $ 23

</TABLE>

[CAPTION]
PLATINUM PEARLS, INC.
(A Development Stage Company)
Notes to Financial Statements
December 31, 1999

NOTE 1. Description of the Business and Summary of
Significant Accounting Policies

Description of the Business

The Platinum Pearls, Inc. (the Company) was incorporated under
the laws of the state Nevada on September 30, 1993 as Baja
Franchise Systems, Inc. In 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 formation
on September 30,1993. The Company has not earned significant
revenue from planned principal operations. Accordingly, the
Company's activities have been accounted for as those of a
Development Stage Enterprise as set forth in Financial Accounting
Standards Board Statement No. 7 (SFAS 7). Among the disclosures
required by SFAS 7 are that the Company's financial statements be
identified as those of a development stage company, and that the
statements of operations, stockholders' equity (deficit) and cash
flows disclose activity since the date of the Company's
inception.

NOTE 2. SIGNIFICANT ACCOUNTING POLICIES

The Company uses the accrual method of accounting.

Revenues and directly related expenses are recognized in the
period when the goods are shipped to the customers.

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.

Basic earnings (loss) per share is computed by dividing the net
income (loss) by the weighted average number of shares of common
stock outstanding during the period. Diluted earnings (loss) per
share is computed by dividing the net income (loss) by the
weighted average number of common shares outstanding plus the
number of additional common shares that would have been
outstanding if all dilutive potential common shares had been
issued, using the treasury stock method.

Depreciation; The cost of property and equipment is depreciated
over the estimated useful lives of the related assets. The cost
of leasehold improvements is depreciated (amortized) over the
lesser of the length of the related assets or the estimated lives
of the assets. Depreciation is computed on the straight-line
method for reporting purposes and for tax purposes.

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 and are also stockholders
of Platinum Pearls, Inc. The Company paid $58,500 and issued
500,000 shares of common stocks 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 is a development stage company, and as such is
dependent upon its ability to raise capital through private and
public funding. As of December 31, 1999, the Company has an
accumulated deficit of $80,601. In view of these matters,
realization of a major portion of the assets in the accompanying
balance sheet is dependent upon continued operations of the
Company, which in turn is dependent upon the Company's ability to
meet its financial requirements, and the success of its future
operations.

NOTE 5. PROPERTY AND EQUIPMENT

The Company capitalizes the purchased 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 ( 6,484) ( 3,242)

Total $16,211 $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

1999 $ 37,255 2014

1998 $43,346 2013

NOTE 7 - RELATED PARTY TRANSACTIONS:

Officers of the Company advanced cash to the Company for
operations. Certain of these transactions resulted in notes being
issued that are still outstanding at December 31, 1999.

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 PLATINUM PEARLS
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..................................
Dilution........................................ 6
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 Platinum Pearls'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.

Platinum Pearls's Articles of Incorporation provides that the
directors of the Company shall be protected from personal
liability to the fullest extent permitted by law. Platinum
Pearls's By_laws also contain a provision for the indemnification
of Platinum Pearls'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 fee........................................... $1,000
Miscellaneous........................................ $1,000

Total......................................... $7,006.60

ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES.

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

On or about October 1, 1993, 500,000 shares of common stock of
Platinum Pearls 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 Platinum Pearls 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, 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.

ITEM 27. EXHIBITS

(a) The following exhibits are filed as part of this
Registration Statement:

EXHIBIT
NUMBER DESCRIPTION
----------- -------------------------------------
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 Platinum Pearls pursuant to
the provisions referred to under Item 24 of this Registration
Statement, or otherwise, Platinum Pearls 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 Platinum Pearls of
expenses incurred or paid by a director, officer or a controlling
person of Platinum Pearls 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 Platinum Pearls
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
August 16, 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: August 16, 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
_______________________________________
TOM HAYS, President/Director
Date: August 16, 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

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.

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]
EXHIBIT 5.1 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
SB-2

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 Platinum Pearls proposed to be sold pursuant the
Platinum Pearls's Registration Statement on Form SB-2, pursuant
to Nevada law. In rendering this opinion, I have reviewed
Platinum Pearls's Registration on Form SB-2, Platinum Pearls's
Form 10SB, company articles of incorporation and by laws and
other corporate documents. All representations made to me in
Platinum Pearls 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. Platinum Pearls 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
Platinum Pearls have been reserved and, when issued, will be duly
and properly approved by Platinum Pearls'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 jurisdictions in which they
will be sold.

I hereby consent to the use of this opinion in Platinum Pearls'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]
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANT
I consent to the incorporation by reference in the Registration
Statement on From SB-2 my report dated June 14, 2000 and the
related statements of income, stockholder's equity, and cash
flows for the years then ended, and to all references to me in
the registration statement.

ROGER G. CASTRO
--------------------------
Roger G. Castro
Certified Public Accountant

Oxnard, California
June 14, 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,
or Partnership
_________________________

State where incorporated,
P.O. Box or Street Address
organized, or domiciled

_________________________
_________________________
Print Signer's Capacity
City, State and Zip Code

_________________________
Tax ID Number
_________________________

Telefax and Phone Numbers

_________________________

Social Security #

[CAPTION]
EXHIBIT 10a
EXCLUSIVE LICENSE AGREEMENT

This Exclusive License Agreement (hereafter
Agreement) entered into this 29 day of January, 1998, between Tom
and Susan Hays (hereafter licensor) and Cornerstone
Communications Corp. (Hereafter 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 improving 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