S-8, 2001-01-19
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                         Washington, D.C. 20549
                                FORM S-8

                         REGISTRATION STATEMENT
                       THE SECURITIES ACT OF 1933

                             AIRBOMB.COM INC.
         (Exact Name of Registrant as Specified in Its Chapter)

        Delaware                                   51-0401121
        --------                                   ----------
(State of Incorporation)               (I.R.S. Employer Identification No.)

Suite 505 - 1155 Robson Street, Vancouver, British Columbia, Canada V6E 1B5;
                        Telephone: (604) 689-1659
        (Address and Telephone Number of Principal Executive Offices)

                        (Full Title of the Plan)

             Agents and Corporations, Inc. 1201 Orange St.,
                 Ste. 600, Wilmington, Delaware 19801;
                      Telephone : (800) 759-2248;
     (Name, Address and Telephone Number of Agent for Service)


                             Proposed    Proposed
Title of        Amount       Maximum     Maximum
Securities      to be        Offering    Aggregate   Amount of
to be           Registered   Price Per   Offering    Registration
Registered      (2), (3)     Share (4)   Price (5)   Fee
Common Stock
$0.001 par      606,500      $0.31       $188,015    $47.00
value           Shares
(1)  This registration statement covers the common stock issuable
upon the exercise of options issued under 6 separate Incentive
Stock Option Agreements to employees of the registrant in the form
attached to this registration statement as exhibit 4.1.

(2) This registration statement shall also cover any additional
shares of common stock which become issuable under the Incentive
Stock Option Agreements by reason of any stock dividend, stock
split, re-capitalization, increase provided by the Incentive Stock
Option Agreements or any other similar transaction effected without
the receipt of consideration which results in an increase in the
number of the registrant's outstanding shares of common stock.

(3) Includes 606,500 shares of common stock issuable under the
Incentive Stock Option Agreements.

(4) The Proposed Maximum Offering Price Per Share represents a
weighted average of the price at which the options may be exercised
under the Incentive Stock Option Agreements in accordance with Rule
457(h) of the Securities Act of 1933, as amended (the "Securities
Act of 1933").

(5) The Proposed Maximum Aggregate Offering Price is based on the
aggregate exercise price of all options for all shares of Common
Stock to be registered. The Proposed Maximum Aggregate Offering
Price is calculated solely for the purposes of calculating the
registration fee pursuant to Rule 457(h)(l) under Securities Act of
                              Copies to:
                            Michael A. Cane
                            Cane & Company
                     2300 W. Sahara Ave., Suite 500
                        Las Vegas, Nevada 89102
                             (702) 312-6255


The following prospectus is included herein pursuant to General
Instruction C to Form S-8 to be used in connection with the resale
of the securities registered pursuant to this Registration

                           AIRBOMB.COM INC.

                   Suite 505 - 1155 Robson Street,
              Vancouver, British Columbia, Canada V6E 1B5;

                      Telephone: (604) 689-1659


                          AIRBOMB.COM INC.

                            COMMON STOCK

These shares of common stock are being offered by the selling
stockholders identified in this prospectus. Inc.
("" or "Airbomb") issued the incentive stock options to
the selling stockholders in connection with compensation and
benefit arrangements.

The selling stockholders may offer their shares of common stock
through public or private transactions, in the over-the-counter
markets, on any exchanges on which our common stock is traded at
the time of sale, at prevailing market prices or at privately
negotiated prices. The shares may be sold directly or through
agents or broker-dealers acting as principal or agent, or in block
trades or through one or more underwriters on a firm commitment or
best efforts basis. The selling stockholders may engage
underwriters, brokers, dealers or agents, who may receive
commissions or discounts from the selling stockholders. We will
pay substantially all of the expenses incident to the registration
of the shares, except for sales commissions and other seller's
compensation applicable to sales of the shares.

The selling stockholders and any underwriters, agents or broker-
dealers that participate with the selling stockholders in the
distribution of the common stock may be deemed to be
"underwriters" within the meaning of the Securities Act of 1933,
and any commissions received by them and any profit on the resale
of the common stock may be deemed to be underwriting commissions
or discounts under the Securities Act.

Our common stock is presently trading on the Canadian Venture
Exchange (CDNX) under the symbol "AIR." The closing price of our
common stock on January 15, 2001, was US$0.14 (CAN$0.21)per share.
Prior to February 22, 2000, the common stock had traded under the
symbol "FED". Our common stock is also presently trading on the
NASD OTC Bulletin Board system under the symbol "ABOM". The
closing price of our common stock on January 12, 2001 was $0.17
per share. Although our stock is presently trading on these stock
exchanges, there can be no assurance that such  markets can be

Our principal executive offices are located at Suite 505 - 1155
Robson Street, Vancouver, British Columbia V6E 1B5, and our
telephone number is (604) 689-1659.







           The date of this prospectus is January 17, 2001

                           TABLE OF CONTENTS

PART I  {Prepared based upon General Instruction C
         and Part I, Form S-3}
About This Prospectus ...........................................   4
Risk Factors: Forward-Looking Statements ........................   4
Risk Factors That May Affect Results of Operations and
   Financial Condition ..........................................   5
Summary Information About Airbomb ...............................  15
Use of Proceeds .................................................  16
Determination of Offering Price .................................  16
Dilution ........................................................  16
Selling Shareholders ............................................  16
Plan of Distribution ............................................  16
Description of Securities to be Registered ......................  18
Interest of Named Experts and Counsel ...........................  18
Material Changes ................................................  19
Incorporation of Certain Information by Reference ...............  19
Disclosure of Commission Position of Indemnification for
   Securities Act Liabilities ...................................  20
Compliance with Foreign and State Securities Laws ...............  20
Legal Matters ...................................................  20
Accounting and Auditing Matters .................................  20
Where You Can Find More Information .............................  20






Unless the context otherwise requires, the terms "we," "our,"
"us," "the
company" and "Airbomb" refer to AIRBOMB.COM INC., a Delaware

The registration statement that contains this prospectus,
including the exhibits to the registration statement, contains
additional information about us and the securities offered under
this prospectus. That registration statement can be read at the
Securities and Exchange Commission's website or at the SEC's
offices mentioned under the heading "Where You Can Find More


This prospectus contains forward-looking statements. We may also
make forward-looking statements in reports filed with the SEC that
we incorporate by reference into this prospectus as well as in any
accompanying prospectus. Statements that are not historical facts,
including statements about our beliefs and expectations, are forward-
looking statements. Forward-looking statements include statements
preceded by, followed by or that include the words "believes," "expects,"
"anticipates," "plans," estimates" or similar expressions. These
statements are based on beliefs and assumptions of our management and
on information currently available to our management.

Forward-looking statements are not guarantees of performance. They
involve risks, uncertainties and assumptions. We caution you that
a number of important factors could cause actual results to differ
materially from those contained in any forward-looking statement. Many
of these factors are beyond our ability to control or predict. Such
factors include, but are not limited to, the following:

     - the level of expected net losses in our business;

     - fluctuations in our quarterly operating results;

     - the continuing demand and acceptance of our bicycles and

     - our ability to properly gauge U.S. and Canadian markets and
       set product prices at appropriate levels;

     - customer response to our new products;

     - our ability to develop Internet solutions and enter into
       further strategic relationships;

     - the continued development of the Internet;



     - potential security breaches and viruses experienced by our

     - our inability to manage our growth;

     - our ability to attract and retain qualified personnel;

     - potential misappropriations of our technology;

     - rapid technological changes in our industry;

     - adverse changes in governmental regulations;

     - high levels of competition in our markets;

     - our ability to obtain additional financing as needed.

We believe these forward-looking statements are reasonable;
however, you should not unduly rely on any forward-looking statements,
which are based on current expectations. Further, forward-looking
statements speak only as of the date they are made, and we undertake no
obligation to update publicly any of them in light of new information or
future events.


An investment in our common stock involves a high degree of risk.
You should carefully consider the risks described below and other
information in this prospectus before investing in our common
stock. If any of the following risks occur, our business,
operating results and financial condition could be seriously
harmed. The risks and uncertainties described below are not the
only ones facing Airbomb. Additional risks and uncertainties not
presently known to us or that we currently deem immaterial also
may impair our business operations.  Due to any of these risks you
may lose all or part of your investment.

Because we have only recently commenced business operations, we
face a high risk of business failure.

Airbomb entered the sporting goods business in late 1997. We have
only a limited operating history on which you can base an
evaluation of our business and prospects. As an online commerce
company still relatively early in our development, we face
substantial risks, uncertainties, expenses and difficulties. To
address these risks and uncertainties, we must do the following:

-     maintain and increase our number of retail consumer visitors as
      well as business-to-business ("B2B") users, products listed on
      our website service and completed sales;

-     expand into new markets;

-     maintain and grow our website and customer support operations
      at a reasonable cost;

-     maintain and enhance our "Airbomb" and "Sunbomb" brands;



-     continue to develop and upgrade our technology and information
      processing systems;

-     continue to enhance our service to meet the changing
      requirements of our users;

-     provide superior customer service;

-     respond to competitive developments;

-     attract, integrate, retain and motivate qualified personnel;

-     develop and implement tools for generating revenue and making
      our website a profit center.

We may be unable to accomplish one or more of these goals, which
could cause our business to suffer.

Because we have only recently commenced business operations, we
expect to incur operating losses for the foreseeable future.

We had net losses of $230,397 for the three months ended September
30, 2000. We expect additional costs to be incurred relative to being
a public company as well the expansion of business operations.
Such costs continue to adversely impact our cash flow. We also
expect to incur increased marketing and sales expenses in
connection with offering our products and Internet solutions. As a
result, based on current estimates, we expect to continue to incur
net losses for the foreseeable future.

Our operating results will be influenced by such factors as:

- our success in appropriately pricing bicycle components and
  sunglasses based upon market conditions;

- the rate at which our existing customers take advantage of the
  Tell-A-Friend referral program;

- our delivery of Internet solutions and the rate of adoption of
  our products and services by new and existing customers;

- changes in customer purchasing patterns;

- competition;

- the length of sales cycles; and

- the levels of advertising and promotional expenditures.

- manage the costs of our business, including the costs
  associated with maintaining and developing our website,
  customer support and international and product expansion; and

- increase our brand name awareness.



We are investing heavily in marketing and promotion, customer
support, further development of our website, technology and
operating infrastructure development. The costs of these
investments have dramatically impacted our financial statements
and are expected to remain significant into the future. In
addition, we have significant ongoing commitments in some of these
areas. As a result, we may be unable to adjust our spending to any
material extent.

We are spending in advance of anticipated growth. In view of the
rapidly evolving nature of our business and our limited operating
history, we believe that period-to-period comparisons of our
operating results are not necessarily meaningful. You should not
rely upon our historical results as indications of our future

Unless we obtain additional financing it is likely that our
business will fail.

We had cash in the amount of $55,902 at September 30, 2000. We
currently generate insufficient revenue to cover our non-direct
costs. Our business plan calls for significant expenses in
connection with the development of our website and related
marketing expenses. We will require additional financing in order
to implement our full business plan and to sustain our business
operations. Airbomb has not yet been successful in establishing
profitable operations. Airbomb will not be able to expand its
operations as planned without obtaining additional financing in
the near future. If this financing is not available or obtainable,
investors may lose a substantial portion or all of their
investment. There can be no assurance that additional financing,
when necessary, will be available to Airbomb on acceptable terms,
or at all.

Our failure to manage growth could harm us.

We currently are experiencing a period of expansion in our
business, and we anticipate that further expansion will be
required to address potential growth in our customer base and
number of listings, and our expansion into new geographic areas,
types of goods and alternative methods of sale. This expansion has
placed, and we expect it will continue to place, a significant
strain on our management, operational and financial resources. The
areas that are put under strain by our growth include the

-     The Website. We must constantly add new hardware, update
software and add new engineering personnel to accommodate the
increased use of our website and the new products and features
we are regularly introducing. If we are unable to increase the
capacity of our systems at least as fast as the growth in
demand for this capacity, our website may become unstable and
may cease to operate for periods of time. We may experience
periodic unscheduled downtime. Unscheduled downtime would harm
our business and also could anger users of our website and
reduce use.

-     Customer Support. We must expand our customer support
operations to accommodate the increased number of users and
transactions on our website. If we are unable to hire and
successfully train sufficient employees or contractors in this
area, users of our website may have negative experiences, and
current and future use of our website could suffer.



The inability to expand our systems may limit our growth and
potential for profitability which would cause our business to

The satisfactory performance, reliability and availability of our
website, processing systems and network infrastructure are
critical to our reputation. We need to expand and upgrade our
technology, transaction processing systems and network
infrastructure both to meet increased traffic on our site and to
implement new features and functions. We may be unable to
accurately project the rate or timing of increases, if any, in the
use of our service or to expand and upgrade our systems and
infrastructure to accommodate any increases in a timely fashion.

We must continually improve our technology systems in order to
accommodate the level of use of our website. In addition, we may
add new features and functionality to our services that would
result in the need to develop or license additional technologies.
Our inability to add additional software and hardware or to
upgrade our technology, transaction processing systems or network
infrastructure to accommodate increased traffic or transaction
volume could have adverse consequences. These consequences include
unanticipated system disruptions, slower response times,
degradation in levels of customer support, impaired quality of the
users' experience of our service and delays in reporting accurate
financial information. Our failure to provide new features or
functionality also could result in these consequences. We may be
unable to effectively upgrade and expand our systems in a timely
manner or to integrate smoothly any newly developed or purchased
technologies with our existing systems. These difficulties could
harm or limit our ability to expand our business.

Because we are an Internet business we can be subject to system
failures which would harm our business.

Not unlike other competitors, we may experience system failures
from time to time. Service to our website could be interrupted for
extended periods of time. In addition to placing increased burdens
on our engineering staff, such outages could create a flood of
user questions and complaints that need to be responded to by our
customer support personnel. Any unscheduled interruption in our
service may cause some users to switch to our competitors. If we
experience frequent or persistent system failures, our reputation
and brand could be permanently harmed.

Our systems and operations are vulnerable to damage or
interruption from earthquakes, floods, fires, power loss,
telecommunication failures and similar events. They are also
subject to break-ins, sabotage, intentional acts of vandalism and
similar misconduct. We do not maintain fully redundant systems or
alternative providers of hosting services, and we do not carry
business interruption insurance sufficient to compensate us for
losses that may occur.  Despite any precautions we may take, the
occurrence of a natural disaster or other unanticipated problems
at our facility could result in interruptions in our service.

Unauthorized break-ins or other assaults on our service could harm
our business.

Our servers are vulnerable to computer viruses, physical or
electronic break-ins and similar disruptions, which could lead to
interruptions, delays, loss of data or the inability to complete
customer transactions. In addition, unauthorized



persons may improperly access our data. Attacks that result in a denial
of online service to our customers could adversely affect our
business. Actions of this sort may be very expensive to remedy and
could damage our reputation and discourage new and existing users
from using our service.

The success of our on-line product deployment strategy and
Internet solutions depends on the confidence of our customers in our
ability to securely transmit confidential information. Our security
measures may not prevent security breaches. Our failure to prevent
security breaches could harm our business.  Our B2B product offerings
and Internet solutions will rely on encryption, authentication and
other security technology licensed from third parties to achieve
secure transmission of confidential information. We may not be
able to stop unauthorized attempts to gain access to or disrupt
the transmission of communications by our customers. Anyone who is
able to circumvent our security measures could misappropriate
confidential user information or interrupt our, or our B2B
customers', operations.

We intend to rely on encryption and authentication technology
licensed from third parties to provide the security and
authentication technology to effect secure transmission of
confidential information, including customer credit card numbers.
Advances in computer capabilities, new discoveries in the field of
cryptography, or other developments may result in a compromise or
breach of the technology used by us to protect customer
transaction data. A number of other websites have reported
breaches of their security. In the future, we may need to expend
significant resources to protect against security breaches or to
address problems caused by breaches. Security breaches could
expose us to a risk of loss or litigation and possible liability.

New and existing government regulations could harm our business.

We are subject to the same federal, state and local laws as other
companies conducting business on the Internet. Today there are
relatively few laws specifically directed towards online services.
However, due to the increasing popularity and use of the Internet
and online services, many laws relating to the Internet are being
debated at the state and federal levels both in the U.S. and
abroad and it is possible that laws and regulations will be
adopted with respect to the Internet or online services. These
laws and regulations could cover issues such as online contracts,
user privacy, freedom of expression, pricing, fraud, content and
quality of products and services, taxation, advertising,
intellectual property rights and information security.

Applicability to the Internet of existing laws governing issues
such as property ownership, copyrights and other intellectual
property issues, taxation, libel, obscenity and personal privacy
is uncertain. The vast majority of these laws were adopted prior
to the advent of the Internet and related technologies and, as a
result, do not contemplate or address the unique issues of the
Internet and related technologies. Those laws that do reference
the Internet, such as the Digital Millennium Copyright Act, have
not yet been interpreted to a significant degree by the courts and
their applicability and reach are therefore uncertain.

Several states have proposed legislation that would limit the uses
of personal user information gathered online or require online
services to establish privacy policies. The Federal Trade
Commission also has recently settled several proceedings regarding
the manner in which personal information is collected from users
and provided to third parties. Changes to existing laws or the
passage of new laws intended to address these issues could
directly affect the way we do



business or could create uncertainty
in the marketplace. This could reduce demand for our services,
increase the cost of doing business as a result of litigation
costs or increased service delivery costs, or
otherwise harm our business. In addition, because our services are
accessible worldwide, and we facilitate sales of goods to users
worldwide, foreign jurisdictions may claim that we are required to
comply with their laws. For example, a French court has recently
ruled that a U.S. website must comply with French laws regarding
content. In the event we expand our operations to include
international activities, we will become obligated to comply with
the laws of the countries in which we may operate. Laws regulating
Internet companies outside of the United States may be less
favorable then those in the United States, giving greater rights
to consumers, content owners and users. Should we operate in
multiple jurisdictions, compliance may be more costly or may
require us to change our business practices or restrict our
service offerings relative to those in the United States.

Our business may be subject to sales and other taxes which would
make it more difficult to become profitable.

We do not collect sales or other similar taxes on goods sold by
users through our service. One or more states may seek to impose
sales tax collection obligations on companies such as ours that
engage in or facilitate online commerce. Several proposals have
been made at the state and local level that would impose
additional taxes on the sale of goods and services through the
Internet. These proposals, if adopted, could substantially impair
the growth of e-commerce, and could diminish our opportunity to
derive financial benefit from our activities. In 1998, the U.S.
federal government enacted legislation prohibiting states or other
local authorities from imposing new taxes on Internet commerce for
a period of three years. This tax moratorium will last only for a
limited period and does not prohibit states or the Internal
Revenue Service from collecting taxes on our income, if any, or
from collecting taxes that are due under existing tax rules. A
successful assertion by one or more states or any foreign country
that we should collect sales or other taxes on the exchange of
merchandise on our system would harm our business.

We are dependent on the continued growth of online commerce
without which it is likely that our business will fail.

The business of selling goods over the Internet is new and
dynamic. Our future success will be substantially dependent upon
the widespread acceptance of the Internet and online services as a
medium for commerce by consumers. Rapid growth in the use of and
interest in the Internet and online services is a recent
phenomenon. This acceptance and use may not continue. Even if the
Internet continues to be accepted, concerns about fraud, privacy
and other problems may mean that a sufficiently broad base of
consumers will not adopt the Internet as a medium of commerce.
Market acceptance for recently introduced services and products
over the Internet is highly uncertain, and there are few proven
services and products. In order to expand our user base, we must
appeal to and acquire consumers who historically have used
traditional means of commerce to purchase goods.

We may be unable to compete successfully against current and
future competitors in which event investors may lose their



The online commerce market is new, rapidly evolving and intensely
competitive. There are no substantial barriers to entry, and Airbomb
expects that competition will continue to intensify. Increased
competition may result in loss of market share and diminished value
of our brand. In order to respond to changes in the competitive
environment, we may, from time to time, make pricing, service or
marketing decisions that could harm our business.

Currently, competitors can launch new web sites at a relatively
low cost. Airbomb anticipates competition on two fronts -- from e-
commerce businesses and from traditional sports equipment and
general retailers. Increased competition could require Airbomb to
respond to competitive pressures by establishing pricing,
marketing and other programs, or seeking out additional strategic
alliances or acquisitions, any of which could have a material
adverse effect on the business, prospects, financial condition and
results of operations of Airbomb.

Airbomb believes that the principal competitive factors in its
market are brand recognition, focused niche markets, selection,
reliability of delivery and payment; customer service, variety of
value-added services, website convenience and accessibility, site
content fulfillment, reliable quality of search tools, price, and
technical expertise. Some potential competitors have longer
operating histories, larger customer bases, greater brand
recognition, and significantly greater financial, marketing and
other resources than Airbomb.

In addition, online retailers may be acquired by, receive
investments from, or enter into other commercial relationships
with larger, well-established companies as use of the Internet and
other online services increases. Increased competition may result
in reduced operating margins, loss of market share, and a
diminished brand franchise, any of which would have a material
adverse effect on Airbomb. Moreover, companies that control access
to transactions through network access or web browsers currently
promote competitors of Airbomb. They are likely to continue to
promote such competitors, and may charge us substantial fees for
inclusion. There is no assurance that Airbomb will be able to
compete successfully.

For our business to succeed we must form additional strategic

To be successful, Airbomb plans to continue entering into strategic
partnerships with other local, national and international businesses
to help in a focused marketing effort and to provide operational support.
Airbomb cannot guarantee that it will be able to find strategic partners
who will be available and who are suitable for Airbomb's needs, or if
enough strategic partners can be found to market Airbomb's products and
support its operations.

Because of our dependence upon third parties, our business will
fail if these third parties are not successful in their efforts in
our behalf.

Airbomb is in an early stage of development and has yet to establish
complete internal management, personnel and other resources. Airbomb
depends substantially upon third parties for several critical elements
of its business including, among others, promotion and marketing,
technology and infrastructure development, and distribution activities.
Although Airbomb is developing internal sales personnel, Airbomb expects
that it will be dependent upon third-



party sales efforts for the foreseeable future. There is no assurance
that Airbomb's representatives will achieve Airbomb's sales objectives.

Our business is dependent on the development and maintenance of
the Internet infrastructure.

The success of our service will depend largely on the development
and maintenance of the Internet infrastructure. This includes
maintenance of a reliable network backbone with the necessary
speed, data capacity and security, as well as timely development
of complementary products such as high-speed modems, for providing
reliable Internet access and services. Because global commerce and
the online exchange of information is new and evolving, we cannot
predict whether the Internet will prove to be a viable commercial
marketplace in the long term. The Internet has experienced, and is
likely to continue to experience, significant growth in the
numbers of users and amount of traffic. If the Internet continues
to experience increased numbers of users, increased frequency of
use or increased bandwidth requirements, the Internet
infrastructure may be unable to support the demands placed on it.
In addition, the performance of the Internet may be harmed by
increased users or bandwidth requirements.

The Internet has experienced a variety of outages and other delays
as a result of damage to portions of its infrastructure, and it
could face outages and delays in the future. These outages and
delays could reduce the level of Internet usage as well as the
level of traffic and the processing transactions on our service.
In addition, the Internet could lose its viability due to delays
in the development or adoption of new standards and protocols to
handle increased levels of activity or due to increased
governmental regulation. The infrastructure and complementary
products or services necessary to make the Internet a viable
commercial marketplace for the long term may not be developed
successfully or in a timely manner. Even if these products or
services are developed, the Internet may not become a viable
commercial marketplace for services such as those that we offer.

We must keep pace with rapid technological change to remain
competitive and become profitable.

The market in which we compete is characterized by rapidly
changing technology, evolving industry standards, frequent new
service and product introductions and enhancements and changing
customer demands. These market characteristics are worsened by the
emerging and changing nature of the Internet. Our future success
therefore will depend on our ability to adapt to rapidly changing
technologies, to adapt our services to evolving industry standards
and to continually improve the performance, features and
reliability of our service. Our failure to adapt to such changes
would harm our business. In addition, the widespread adoption of
new Internet, networking or telecommunications technologies or
other technological changes could require substantial expenditures
to modify or adapt our services or infrastructure.

If we lose our internet domain names, we may lose significant good
will developed in our business, making it more difficult to

Airbomb currently holds the website domain name relating to our
brand. Airbomb is the owner of the web site domain names



HTTP://WWW.SUNBOMB.COM and maintenance
fees for the domain names have been paid and are up to date. The
acquisition and maintenance of domain names generally is regulated
by governmental agencies and their designees. The regulation of
domain names in the United States and in foreign countries is
subject to change in the near future. As a result, Airbomb may be
unable to acquire or maintain relevant domain names in the
countries in which it conducts, or plans to conduct, business.
Furthermore, the relationship between regulations governing
domains names and laws protecting trademarks and similar
proprietor rights is unclear. Therefore, Airbomb may be unable to
preserve third parties from acquiring domain names that are
similar to, infringe upon, dilute or otherwise decrease the value
of its trademarks and other proprietary rights.

We may be unable to protect our own intellectual property rights

Airbomb will rely on a combination of common law, copyright and
trademark law, and nondisclosure agreements to establish and protect
its proprietary rights in its products and the content of its web
sites. Others, however, might successfully challenge these protections.

Airbomb has applied for trademark protection in Canada for the brand
name "Airbomb", and anticipates filing for trademark protection in the
United States for the same brand name. Effective copyright, service mark,
trademark, etc. protection is very expensive to maintain, and protection
may not be available in every country in which our services are made
available online.  We may not be successful in protecting our
intellectual property rights adequately.

Airbomb may file applications for trademark protection of other
intellectual property. No assurance can be given that such
trademark applications will be accepted for registration. Given
the growth of business being conducted on the Internet, electronic
commerce and the use of domain names, there can be no assurance
that Airbomb will be able to continue to use its current trade
name, domain name and Internet and business identification. Such
changes could result in confusion to potential customers and
negatively affect Airbomb's business.

     We cannot guarantee that the legal protections that we rely
on will be adequate to prevent misappropriation of our on-line
product deployment strategy and technology. Further, these
protections do not prevent independent third-party development of
competitive products or services. Unauthorized parties may attempt
to copy or otherwise obtain and use our methodology or technology.
Monitoring use of our intellectual property is difficult, and we
cannot assure you that the steps we have taken will prevent
unauthorized use of our technology, particularly in foreign
countries where the laws may not protect our proprietary rights as
fully as in the United States and Canada.

Intellectual property infringement claims against us could be
costly to defend and could divert management's attention away from
our business making it difficult to succeed.

     As the number of software products in our target markets
increases and as the functionality of these products overlaps, we
may become increasingly subject to the threat of infringement
claims. We cannot guarantee you that third parties will not assert
infringement claims against us in the future. Any infringement
claims alleged against us, even if without merit, could be time-
consuming and expensive to defend. Any infringement claims may
divert management's attention and resources and could also cause
delays in the delivery of our applications to



our customers. Settlement of any infringement claims could require
us to enter into costly royalty or licensing agreements. If a claim
of product infringement against us was successful and we were unable
to license the infringing or similar technology, our business,
financial condition and results of operations could be harmed.

We also anticipate that, not unlike our competitors, third parties
may claim in the future that we have infringed their past, current
or future technologies.  The possibility exists that Airbomb could
be found to infringe on patents, service marks, trademarks or
copyrights held by others. Airbomb's use of trademarks, service
marks, trade names, slogans, phrases and other expressions in the
course of its business may be the subject of dispute and possible
litigation. We expect that participants in our markets
increasingly will be subject to infringement claims as the number
of services and competitors in our industry segment grows. Any
claim like this, whether meritorious or not, could be time-
consuming, result in costly litigation, cause service upgrade
delays or require us to enter into royalty or licensing
agreements. These royalty or licensing agreements might not be
available on acceptable terms or at all. As a result, any claim
like this could harm our business.

Our senior management has limited experience in electronic
commerce and our business may fail if we cannot attract and keep
key personnel.

The success of Airbomb initially will be largely dependent upon
the personal efforts of a few key personnel. Such individuals have
limited history of experience in electronic commerce. We believe
our future success depends largely on our ability to attract and
retain highly skilled technical, managerial and marketing
personnel to develop our products and services. Individuals with
the information technology skills we need to further develop our
products and services are in short supply and competition for
qualified personnel is particularly intense. We may not be able to
hire the necessary personnel to implement our business strategy,
or we may need to pay higher compensation for employees than we
currently expect. There can be no assurance we will succeed in
attracting and retaining the personnel we need to continue to grow
and to implement our business strategy.

Our limited public market for stock, stock price volatility, lack
of liquidity of investment, and future sales of shares could
affect stock price and cause investors to lose their investments.

Airbomb is a public company currently trading on the Canadian
Venture Exchange (CDNX Symbol: AIR) and the NASD OTC Bulletin Board
(Symbol: ABOM). The stock is not heavily traded. Any significant
sales or purchases of stock may have a material effect upon the
trading price for the stock and cause significant volatility in
the trading price of the stock. At any particular time,
shareholders may find it difficult or may be unable to liquidate
an investment in Airbomb's stock. Although Airbomb qualifies for
the trading of its stock through the Canadian Venture Exchange and
the NASD OTC Bulletin Board system, there can be no assurance that
such markets can be maintained. Purchasers of Airbomb's stock
should be aware that they will be required to bear the financial
risks of their investment for an indefinite period of time. The
market price for our common stock could fall dramatically if our
stockholders sell large amounts of our common stock in any public
market. These sales, or the possibility that these sales may occur
could make it more difficult for us to sell equity or equity-
related securities in the future.



Our issuance of stock options and warrants can dilute the
investments of stockholders causing them to lose the value of
their investments.

In order to attract and retain skilled and dedicated personnel,
directors and consultants, and to obtain the services and support of
other third parties, it is anticipated that Airbomb will need to grant
stock options. Airbomb has options and warrants for the acquisition of
over five million shares of its common stock as of December 31, 2000.
Airbomb anticipates that it will continue the issuance of stock options.
It is possible that stock bonuses and/or other stock acquisition
or stock appreciation rights could also be granted. The dilutions
that will occur as a result of the granting of such options,
bonuses and/or other rights may be substantial.

If conflicts of interest are not resolved favorably to Airbomb our
business may fail.

Certain directors and officers of the Issuer are also directors
and/or officers of other companies whose principal business is similar
to that of the Issuer. It is possible, therefore, that a conflict may
arise between their duties as directors or officers of Airbomb and their
duties as directors or officers of such other companies. All such conflicts
will be disclosed by them in accordance with applicable law, and they will
govern themselves in respect thereof to the best of their abilities in
accordance with the obligations imposed upon them by law.

     Not applicable.


Airbomb markets products, primarily bicycles and sports related
equipment acquired from a variety of suppliers at discount prices.
Airbomb also distributes its own "Airbomb" line of sports
products, which are products acquired at significant discounts
from established manufacturers and labeled with Airbomb's
"Airbomb" private label or co-branded. In addition, Airbomb has
commenced Internet sales of premium sunglasses through its web site, and has opened a second related e-
commerce store at exclusively devoted to the sale
of these products. Airbomb has also opened a secure, password-
operated web site for business-to-business ("B2B") e-commerce,
catering to sporting goods retailers and other e-commerce sites.

Through its subsidiary, Sports Link Direct Marketing Ltd., Airbomb
operates as a distributor of products, either as components or
value-added components after assembly. For example, Airbomb
assembles bicycle wheels and markets them as "Airbomb" wheels.
Where applicable, on-line buyers are linked directly to the
supplier's web site for product review and then asked to place an
order with Airbomb. The primary difference between Airbomb and a
traditional retailer or distributor is that Airbomb's sales are
all Internet generated. Airbomb ships orders to its U.S. customers
from its Point Roberts, Washington premises, and to its Canadian
customers from its Delta, British Columbia location. Shipments are
generally made daily on a twenty-four hour turnaround basis.



Our principal executive offices are located at Suite 505 - 1155
Robson Street, Vancouver, British Columbia V6E 1B5, and our
telephone number is (604) 689-1659 or 1-800-639-0544.Airbomb's
operations are conducted from three locations, one in Canada and
two in the United States. In Canada, its operations are located at
11 - 1835 56th Street, Delta, British Columbia V4L 1R3, and in the
United States, at 145 Tyee Drive, Point Roberts, Washington 98281,
and at 1347 Gulf Road, Point Roberts, Washington, 98281.


The proceeds from the sale of the common stock offered pursuant to
this prospectus are solely for the account of the selling stockholders
identified in this prospectus. We will not receive any proceeds from the
sale of the shares from the selling stockholders.


For a complete discussion of the determination of offering price,
please refer to Item 8 - Plan of Distribution.

     Not Applicable.


                                  Total Shares                Percent
                                  Offered For   Total Shares  Owned Upon
                   Shares Owned   Selling       Owned Upon    Completion
Name of Selling    Prior To This  Shareholders  Completion Of Of This
Stockholder        Offering (1)   Account       Offering(2)   Offering (3)
Dennis Higgs(4)    1,782,425      125,000       1,657,425        14.1%
John McCutcheon(4)    40,000       40,000               0     below 1%
Cecil Spearman(4)     15,000       10,000           5,000     below 1%
David Houston(4)   1,581,761      256,500       1,325,261        11.3%
Ronald Erickson(4)   100,000      100,000               0     below 1%
David Grossman(5)     75,000       75,000               0     below 1%

(1)   Includes common shares that may be purchased pursuant to options and
      warrants held by the applicable individual, either directly or
      beneficially, and common shares which are held either directly or
(2)   The numbers in this column assume that all of the common shares
      registered hereby are in fact sold by the holder thereof.
(3)   Percentage based upon 11,143,462 common shares issued and outstanding
      as of September 30, 2000, and does not account for the exercise of
      options or warrants except for those options, which could result in
      the issuance of 606,500 common shares registered in this registration
(4)   Each of these persons is a director of Airbomb.
(5)   This person is the chief financial officer of Airbomb.


This prospectus relates to the offer and sale from time to time by
the selling stockholders of shares of common stock received by them
pursuant to the exercise of stock options granted to selling
stockholders pursuant to employee compensation and benefit
arrangements. We have registered the shares of common stock for
resale, but registration of these shares does not necessarily mean



that the selling stockholders will offer or sell the shares
received upon the exercise of the stock options.

OFFER AND SALE OF SHARES. The selling shareholders may from time
to time sell all or a portion of their shares in the over-the-
counter market, or on any other national securities exchange on
which the common stock is or becomes listed or traded, in
negotiated transactions or otherwise, at prices then prevailing or
related to the then current market price or at negotiated prices.
The Shares will not be sold in an underwritten public offering.
The Shares may be sold directly or through brokers or dealers.
The methods by which the Shares may be sold include:  (a) a block
trade (which may involve crosses) in which the broker or dealer so
engaged will attempt to sell the securities as agent but may
position and resell a portion of the block as principal to
facilitate the transaction;  (b) purchases by a broker or dealer
as principal and resale by such  broker or dealer  for its
account pursuant  to  this   Prospectus; (c)  ordinary brokerage
transactions and transactions in which the broker solicits
purchasers;  and (d) privately selling shareholders may arrange
for other brokers or dealers to participate. Brokers or dealers
may receive commissions or discounts from selling shareholders
(or, if any such broker-dealer acts as agent for the purchaser of
such shares, from such purchaser) in amounts to be negotiated
which are not expected to exceed those customary in the types of
transactions involved.  Broker-dealers may agree with the Selling
Shareholders to sell a specified number of such shares at a
stipulated price per share, and, to the extent such purchase as
principal any unsold shares at the price required to fulfill the
broker-dealer commitment to such Selling Stockholder.  Broker-
dealers who acquire shares as principal may thereafter resell such
shares from time to time in transactions (which may involve
crosses and block transactions and sales to and through other
broker-dealers (including transactions of the nature described
above) in the over-the-counter market or otherwise at prices and
on terms then prevailing at the time of sale, at prices then
related to the then-current market price or in negotiated
transactions and, in connection with such re-sales, may pay to or
receive from the purchasers of such shares commissions as
described above.

In connection with the distribution of the Shares, the Selling
Shareholders may enter into hedging transactions with broker-
dealers.  In connection with such transactions, broker-dealers may
engage in short sales of the shares in the course of hedging the
positions they assume with the selling shareholders.  The selling
shareholders may also sell the shares short and
redeliver the shares to close out the short positions.  The
selling shareholders may also loan or pledge the shares to a
broker-dealer and the broker-dealer may sell the shares so loaned
or upon a default the broker-dealer may effect sales of the
pledged shares.  In addition to the foregoing,  the selling
shareholders may enter into, from time to time, other types of
hedging transactions.

The selling shareholders and any broker-dealers participating in
the distributions of the  Shares may be deemed to be "underwriters"
within the meaning of Section 2(11) of the 1933 Act and any profit
on the sale of shares by the selling shareholders and any commissions
or discounts  given to any such broker-dealer  may be deemed to be
underwriting  commissions or discounts under the 1933 Act. Subject to
other regulations under the 1933 Act, the shares may also be sold
pursuant to Rule 144 under the 1933 Act beginning one year after the
shares were issued.

We have filed the registration statement, of which this prospectus



forms a part, with respect to the sale of the shares.  There can
be no assurance that the Selling Shareholders will sell any or all
of the shares they desire to sell.

Under the  Securities  Exchange  Act of 1934  ("Exchange  Act")
and the regulations  thereunder, any  person engaged in a distribution
of the shares offered by this Prospectus may not simultaneously
engage in market-making activities with respect to the common stock
of Airbomb during the applicable "cooling  off"  periods prior to the
commencement of such  distribution.  In addition, and without limiting
the foregoing, the selling Shareholders will be subject to applicable
provisions of the Exchange Act and  the rules and regulations
thereunder, which provisions may limit the timing of purchases and
sales of common stock by the Selling  Shareholders. We will pay
all of the expenses incident to the offering and sale of the
Shares, other  than commissions, discounts and fees of
underwriters, dealers, or agents.

We have advised the selling shareholders that, during such time as
they may be engaged in a distribution of any of the shares we are
registering by this Registration Statement, they are required to
comply with  Regulation M promulgated under the Securities Exchange
Act of 1934. In general, Regulation M precludes any Selling Stockholder,
any affiliated purchasers and any broker-dealer or other person who
participates in such distribution from bidding for or purchasing, or
attempting to induce any person to bid for or purchase, any security
which is the subject of the distribution until the entire
distribution is complete.  Regulation M defines a "distribution"
as an offering of securities that is distinguished from ordinary trading
activities by the magnitude of the offering and the presence of special
selling efforts and selling  methods.  Regulation M also defines a
"distribution participant" as an underwriter, prospective underwriter,
broker, dealer, or other person who has agreed to participate or who is
participating in a distribution.

Regulation M prohibits any bids or purchases made in order to stabilize
the price of a security in connection  with the  distribution of
that security, except as specifically  permitted by Rule 104 of
Regulation M. These stabilizing transactions may cause the price
of the common stock to be higher than it would otherwise be in the
absence of those transactions. We have advised the Selling
Shareholders that stabilizing transactions permitted by Regulation
M allow bids to purchase our common stock so long as the
stabilizing bids do not exceed a specified maximum, and that
Regulation M specifically prohibits stabilizing that is the result
of  fraudulent,  manipulative,  or  deceptive  practices. Selling
Shareholders and distribution  participants will be required to
consult with their own legal counsel to ensure compliance with
Regulation M.


The securities to be offered are registered under Section 12 of
the Exchange Act of 1934.


No expert or counsel named in this prospectus as having prepared
or certified any part of it or as having given an opinion upon the
validity of the securities being registered or upon other legal
matters in connection with the registration or offering of the
common stock was employed on a contingency basis, or had, or is to
receive, in connection with the offering, a substantial interest,
direct or indirect, in Airbomb or any of its parents or
subsidiaries.  Nor was any such person connected with Airbomb or
any of its parents or subsidiaries as a



promoter, managing or principal underwriter, voting trustee, director,
officer, or employee.

John Stull, independent counsel, has provided an opinion regarding
the due authorization and valid issuance of the shares of Common
Stock issuable upon exercise of the options.


There are no material changes in Airbomb's affairs which have
occurred since the end of March 31, 2000 fiscal year which have
not been described in a report on Form 10QSB.


The following documents filed by Airbomb, with the Securities and
Exchange Commission are incorporated by reference into this
Registration Statement:

Airbomb's Form 10-SB Registration Statement, filed with the
Securities and Exchange Commission pursuant to Section 12(g) of
the Securities Exchange Act of 1934 (the "Exchange Act"), on July
31, 2000;

Airbomb's Quarterly Report on Form 10-QSB filed with the
Securities and Exchange Commission on September 7, 2000;

Airbomb's amended Quarterly Report on Form 10-QSB/A filed with the
Securities and Exchange Commission on October 12, 2000;

Airbomb's Quarterly Report on Form 10-QSB filed with the
Securities and Exchange Commission on November 20, 2000;

All other reports filed by Airbomb pursuant to Sections 13(a) or
15(d) of the Exchange Act subsequent to the filing of Airbomb's
Form 10-SB Registration Statement referred to in (1) above and
prior to the termination of this offering;

The description of Airbomb's Common Stock which is contained in
the Form 10-SB Registration Statement, referred to in (1) above,
including any amendment or report filed for the purpose of
updating such description.

All reports and other documents subsequently filed by Airbomb
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
Act prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which de-
registers all securities then remaining unsold, shall be deemed to
be incorporated by reference herein and to be a part of this
Registration Statement from the date of the filing of such reports
and documents.

Airbomb will provide to each person, including any beneficial
owner, to whom a prospectus is delivered, a copy of any or all of
the information that has been incorporated by reference in the
prospectus but not delivered with the prospectus upon oral or
written request at no cost.  Requests should be made to David
Houston, President, Suite 505-1155 Robson Street, Vancouver,
British Columbia, Canada  V6E 1B5;  telephone; (604) 689-1659.




Airbomb's By-laws provide that Airbomb shall indemnify an officer,
director, or former officer or director, to the full extent
permitted by law.  This could include indemnification for
liabilities under securities laws enacted for shareholder

Insofar as indemnification for liabilities arising under the
Securities Act of 1933 (the "Act") may be permitted to directors,
officers and controlling persons of the small business issuer
pursuant to the foregoing provisions, or otherwise, the small
business issuer has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against
public policy as expressed in the Act and is, therefore,
unenforceable.  In the event that a claim for indemnification
against such liabilities (other than the payment by the small
business issuer of expenses incurred or paid by a director,
officer or controlling person of the small business issuer 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 small business issuer
will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will
be governed by the final adjudication of such issue.


We have not registered or qualified the shares of common stock
offered by this prospectus under the laws of any country, other
than the United States and Canada. In certain states, the selling
stockholders may not offer or sell their shares of common stock
unless (1) we have registered or qualified such shares for sale in
such states or (2) we have complied with an available exemption
from registration or qualification. Also, in certain states, to
comply with such state securities laws, the selling stockholders
can offer and sell their shares of common stock only through
registered or licensed brokers or dealers.


The validity of the issuance of the shares of the common stock
offered by
this prospectus will be passed upon for us by John Stull, Attorney
at Law.


The March 31, 2000 consolidated financial statements of Airbomb
and its subsidiary incorporated by reference in this prospectus
have been audited by Morgan & Company, independent chartered
accountants, to the extent and for the period as set forth in
their reports incorporated herein by reference, and are
incorporated herein in reliance upon such reports given upon the
authority of said firm as experts in accounting and auditing.


We file annual and quarterly reports, and other information with
the Securities and Exchange Commission as required by issuers who
have securities registered under section 12 of the Securities
Exchange Act of 1934. You may read and copy any document we file
at the SEC's public reference room located at 450 Fifth Street,
N.W., Washington, D.C. 20549, or at its Regional Offices located
at 7 World Trade Center, Suite 1300, New York, New York 10048, and
500 West Madison



Street, Suite 1400, Chicago, Illinois 60661, and
copies of such materials can be obtained from the Public Reference
Section of the SEC at 450 Fifth Street, N.W., Washington, D.C.
20549, at prescribed rates. You may call the SEC at 1-800-732-0330
for further information on the operation of such public reference
rooms. You also can request copies of such documents, upon payment
of a duplicating fee, by writing to the SEC at 450 Fifth Street,
N.W., Washington, D.C. 20549, or obtain copies of such documents
from the SEC's web site at In the event
Airbomb's obligation to file periodic reports under the Exchange
Act is suspended, Airbomb reserves the right to cease filing

                               PART II



Information required by the SEC pursuant to Part I of the General
Instructions for Form S-8 to be contained in Section 10(a)
prospectus is omitted from the Registration Statement in
accordance with Rule 428 under the Securities Act of 1933, and
Note to Part I of Form S-8.


* Please refer to the information contained in Item 1, above.


     For a complete discussion of this item, please refer to Part
     I, Item 12.


     For a complete discussion of this item, please refer to Part
     I, Item 9.


     For a complete discussion of this item, please refer to Part
     I, Item 10.


     The officers and directors of Airbomb are indemnified as
provided by the Delaware General Corporation Law and the Bylaws of

     Under the DGCL, a corporation has the power to provide
directors with immunity from monetary liabilities and may do so by
including such language in the corporation's certificate of
incorporation or bylaws. Corporations are empowered to protect
directors from breach of the duty of care, but not breaches of the
duty of loyalty or the duty of disclosure.  Directors who are so
protected are free from personal financial liability whether
monetary damages arise from legal or equitable remedies.  However,
directors may still be subject to equitable remedies such as
injunction, rescission, and corrective disclosure.  Airbomb's
Articles of Incorporation do not contain any such liability
limiting language.

     Under Delaware law, a corporation may not provide immunity



(a) Any breach of a director's duty of loyalty to the corporation
or its stockholders;

(b) Acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of the law;

(c) Unlawful payment of dividends or unlawful stock purchases or
redemptions; and

(d) Any transaction from which the director derives an improper
personal benefit.

Airbomb's bylaws provide that directors and officers shall be
indemnified by Airbomb to the fullest extent authorized by
Delaware law, as it now exists or may in the future be amended,
against all expenses and liabilities reasonably incurred in
connection with services for or on behalf of Airbomb.  The bylaws
also authorize Airbomb to enter into one or more agreements with
any person that provide for indemnification greater or different
from that provided in the bylaws.


     Not applicable.


Number      Description of Document
-------     ---------------------------------------------------
4.1         Form of Incentive Stock Option Agreements
5.1         Opinion of John Stull, Attorney at Law, regarding the due
            authorization and valid issuance of the shares of Common Stock
            issuable upon exercise of the options with consent to use.
23.1        Consent of Morgan & Company, CAs
24.1        Power of Attorney (included on the signature page of this
            registration statement).


Airbomb hereby undertakes that it will:

(a) file, during any period in which it offers or sells
securities, a post-effective amendment to this registration
statement to:

1) include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;

2) reflect in the prospectus any facts or events which,
individually or together, represent a fundamental change in the
information in the registration statement; and

3) include any additional or changed material information on the
plan of distribution.



Paragraphs (a) (1) and (2) do not apply if the information
required to be included in a post-effective amendment by those
paragraphs is incorporated by reference from periodic reports
filed under the Exchange Act.

(b) For determining liability under the Securities Act of 1933,
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.

(c) File a post-effective amendment to remove from registration
any of the securities that remain unsold at the end of the




Pursuant to the requirements of the Securities Act of 1933, the
registrant, Inc., certifies that it has reasonable
grounds to believe that it meets all of the requirements for
filing a Form S-8 and has duly caused this registration statement
to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Vancouver, British Columbia, Canada, on
this 10th day of January, 2001.

                           AIRBOMB.COM, INC.

                            /s/ David Houston
                        By: ____________________________
                            David Houston, President

                         POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints
David Houston, as his true and lawful attorney-in-fact and agent
with full power of substitution and re-substitution for him and
his name, place and stead, in any and all capacities, to sign any
or all amendments to this Registration Statement (including post-
effective amendments or any abbreviated registration statements
and any amendments thereto filed pursuant to Rule 462(b)
increasing the number of securities for which registration is
sought) and to file the same, with all exhibits thereto and other
documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorney-in-fact full
power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the foregoing, as
fully to all intents and purposes as he might or could do in
person hereby ratifying and confirming all that said attorney-in-
fact, or his substitute, may lawfully do or cause to be done by
virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following
person in the capacities and on the date indicated.

Signature                  Title                          Date

/s/ David Houston          President & Director
-----------------------    (Principal Executive Officer)  January 10, 2001

/s/ John McCutcheon        Secretary & Director
-----------------------    (Principal Accounting Officer) January 10, 2001

/s/ David Grossman         Chief Financial Officer
-----------------------    (Principal Financial Officer)  January 10, 2001

/s/ Ronald Erickson
-----------------------    Director                       January  8, 2001


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