ARBOR INC, 10SB12G, 2000-01-24

Certain statements made in this Registration Statement are "forward-looking statements" (within the meaning of the Private Securities Litigation Reform Act of 1995) regarding the plans and objectives of management for future operations. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements of Arbor, Inc., a Nevada corporation (the "Company") to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements the forward-looking statements made in this Report are based on current expectations that involve numerous risks and uncertainties. The Companys plans and objectives are based, in part, on assumptions involving the growth and expansion of business. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond the control of the Company. Although the Company believes that its assumptions underlying the forward-looking statements are reasonable, and of the assumptions could prove inaccurate and, therefore, there can be no assurance that the forward-looking statements made in this Report will prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements made in this Report, inclusion of such information should not be regarded as a representation by the Company or any other person that the objectives and plans of the Company will be achieved.

In addition, this Registration Statement includes forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934 (the "Exchange Act"). These statements are based on managements beliefs and assumptions, and on information currently available to management. Forward-looking statements include statements in which words such as "expect," "anticipate," "intend," "plan," "believe," " estimate," "consider," or similar expressions are used.

In summary, forward-looking statements are not guarantees of future performance. They involve risks, uncertainties and assumptions. The Companys future results and stockholder values may differ materially from those expressed in these forward-looking statements. Many of the factors that will determine these results and values are beyond the Companys ability to control or predict. In addition, the Company does not have any intention or obligation to update forward-looking statements after the effectiveness of this Registration Statement, even if new information, future events or other circumstances have made them incorrect or misleading. For these statements, the Company claims the protection of the safe harbor for forward-looking statements contained in Section 21E of the Exchange Act.

1:2 Business Development

Arbor, Inc. (the "Company") was incorporated in the State of Nevada as E Investments, Inc., on February 25on April 6, 1999, and is engaged in the business of manufacturing, selling and distributing fence posts to be used by government parks, highway departments, ranchers and farmers throughout North America.

Masadi Resources, Inc. ("Masadi") was incorporated in the State of Colorado on July 10, 1997. On February 10, 1998, Masadi filed with the State of Colorado Articles of Amendment to its Articles of Incorporation and changed its name to International Beverage Corporation pursuant to a Merger Agreement dated August 27, 1998, between International Beverage Corporation and Global Entertainment Holdings/Equities, Inc. who subsequently became the surviving corporation and is now know as the Company.

The Companys initial purpose for incorporation was to formally structure a company that would eventually be sold to its current management. The initial authorized common stock of the Company was 25,000,000 shares.

The Companys first Director and Incorporator, Thomas C. Rowley, resigned on March 1, 1999, following the appointment of Yarek Bartosz as Director and President. Bartosz subsequently resigned on March 10, 1999, following the appointment of Joginder Brar ("Brar"), Jarek Zubik ("Zubik") and Harjit Mand ("Mand") as directors.

With the new Board of Directors in place, the Companys purpose for incorporation became the manufacturing of fence posts to be used by government parks, highway departments, ranchers and farmers in order to meet the increasing demand for wooden fence posts for the purpose of confining and restricting the movement of both domestic and wild animals.

On March 10, 1999, Brar and Zubic were initially issued 1,500,000 shares for services rendered to the Company. In addition, the Company issued a Private Placement Memorandum, which was promulgated under Rule 504 of Regulation D (" 504"), in order to raise an initial $100,000 by offering 2,000,000 shares at $.05 each.

The Board of Directors called a special meeting on March 18, 1999, during which they accepted the first $19,000 of the 504 proceeds, issuing a total of 350,000 shares in consideration thereof.

On April 5, 1999, the Board of Directors called a second special meeting. The board acknowledged the receipt of $70,000 in total proceeds to date from the 504, and the subsequent issue of 1,416,000 shares in consideration thereof. In addition, the board elected to issue a $.10 warrant to be attached to each share sold through the 504, convertible to free trading shares of the Companys common stock upon the Company completing its listing requirements. In order to keep the total issued and outstanding shares at a reasonable number, Brar and Zubic agreed to turn in 900,000 shares each of their initial issuance, thus leaving the Company with 2,616,000 shares issued and outstanding prior to any warrant conversion.

Further, the Company submitted its initial Form D to the Securities and Exchange Commission ("SEC") on April 5, 1999, reflecting total sales of $25,000 at the time the initial filing was prepared.

The Board of Directors held its first regular board meeting on April 11, 1999.

Subsequent to that meeting, the Board of Directors held three additional special meetings on May 28, 1999, July 9, 1999 and September 6, 1999, during which business and financial consultants were retained by the Company, resulting in rapid development of the Companys product line and initiation of several required government filings, including this 10SB12G. In early December Leo Moisio, an expert in the wood fence post industry, joined the Company as Vice-President in charge of Production.

On December 16, 1999, the Company changed its name to Arbor, Inc.

1:3 Business of Issuer

The Company is in the business of manufacturing, selling and distributing fence posts throughout North America.

The principal product of the Company is the wooden fence post, used primarily by government parks, highway departments, ranchers and farmers. There is a great demand for wooden fence posts, especially for the purpose of confining and restricting the movement of both domestic and wild animals. With the current trend of farmers branching out into livestock management, a substantial demand is being created for fencing to separate the farming from the ranching operations.

Timbers for the small posts are the most plentiful types, with several government properties available for timber harvest on a lease only basis. In addition, large sawmills can provide timber at greatly reduced rates by providing what they consider "waste material" that is quite often discarded by burning or burying. The timber they destroy, which is comprised of the top 20 to 30 feet of a tree, are perfect for the production of 3"to 4" posts. The Company will set up field operations directly in the forest where the sawmills are located, thereby reducing transportation costs by processing directly on site. Finished products will then be shipped directly to buyers.

Once the Company has established operations, it will begin to acquire private forest properties for its harvesting operations. While the ultimate production costs are about the same as utilizing leased government land, the administrative process is far less cumbersome on private land. However, the government on lease lands absorbs the cost of reforestation, whereas the Company would be responsible for reforestation on their own property.

The Production Process

The production process is made up of six distinctive parts, beginning with Pre-Production and continuing through five stages that encompass a period of two years. This process takes place on leased government lands.

Each wooden fence post is made the same way. The wood is acquired, either by logging or from sawmills. When it acquired from logging, the Company contracts loggers who cut down the trees. The branches are then cut off. These logs are then piled together before eventually being moved to a large pile. At this point the logs are cut to eight-foot lengths with different diameters, the most common being 3" to 4"and 5" to 6". The "poles" are then placed on the post peeler, which acts like an electric sharpener, and the fence post takes its final shape. Subsequently, a loader transports the fence posts to be stacked and tied with steel straps before they are loaded on the trucks for their delivery to the buyer.

The key factors in the physical production process are the equipment and the skill of the loaders, post peelers and cutters.

During the Pre-Production phase, the Company will be acquiring its initial equipment, including a post peeler, loader, jenset (generator to run post peeler) and chainsaws. During the initial set-up, the Company will need to create a production " yard", hire an electrician and obtain equipment insurance. The Company will then make accommodation arrangements for the crew, arrange for the wood, arrange transportation of the finished product, set up a field office and procure the necessary government permits to commence production.

Stage 1 of the Production Process will involve the use of one post peeler that will produce between 56,160 and 112,320 fence posts per month. There are a number of factors that will determine the exact amount of fence posts that can be produced, including weather, equipment down time and terrain features. Under ideal conditions, one hour of continuous production at 100% capacity during Stage 1 will produce 480 3" to 4" by 8 fence posts. At 9 hours per day, 26 days per month, under ideal conditions, the Company can produce 112,320 posts per month.

The labor need during Stage 1 is one supervisor, who also serves as a loader operator, two post peeler operators, one general helper cutter and three dedicated cutters. The Company will need to acquire 26 tons of wood per day and provide fuel for the post peeler and jenset, loader and chainsaws. In addition, the Company will need to provide accommodations for the crew, maintain the equipment, clean up the yard and arrange transportation of the finished product to the buyer. It takes eight hours to load, transport the product and unload. Each load can hold approximately 3400 fence posts. It will take a minimum of 17 loads per month to transport the finished goods to the buyer.

In order to increase production during Stage 2, the Company will need to acquire additional equipment and expand its crew. The Company will acquire an additional post peeler, loader, jenset and several chainsaws. It will need to provide additional accommodations, fuel and transportation. In addition to expanding its basic crew, the Company will also need to bring in additional labor to create stock for summer production. This additional crew will cut logs into poles, which eventually will be peeled down to posts during the summer production period.

Stage 2 of the Production Process will involve the use of two post peelers that will produce between 112,320 and 224,640 fence posts per month. Under ideal conditions, one hour of continuous production at 100% capacity during Stage 2 will produce 960 3" to 4" by 8 fence posts. At 9 hours per day, 26 days per month, under ideal conditions, the Company can produce 224,640 posts per month.

The basic labor needed during Stage 2 is one supervisor, who also serves as a loader operator, one additional loader operator, four post peeler operators, one general helper cutter and six dedicated cutters. The Company will need to acquire 52 tons of wood per day to maintain 100% production levels. It will take a minimum of 34 loads per month to transport the finished goods to the buyer. In order to stockpile wood inventory for summer production, the Company will bring in an additional 10 chainsaw cutters. They will be able to produce between 104,000 to 208,000 poles per month.

During this summer period, the production process will involve the use of two post peelers that will produce between 112,320 and 224,640 fence posts per month. Under ideal conditions, one hour of continuous production at 100% capacity during Stage 3 will produce 960 3" to 4" by 8 fence posts. At 9 hours per day, 26 days per month, under ideal conditions, the Company can produce 224,640 posts per month.

The labor need during Stage 3 is one supervisor, who also serves as a loader operator, one additional loader operator, four post peeler operators and one general helper. The Company will need 52 tons of wood per day. It will take a minimum of 34 loads per month to transport the finished goods to the buyer.

The onset of Stage 4 will see a dramatic increase in the Companys production capabilities. The Company will acquire an additional 20 chainsaws, 2 post peelers, 2 loaders and 2 jensets. These additions of new equipment will double the production output. The Company will also bring in additional crew to prepare for the upcoming summer production period.

Stage 4 of the Production Process will involve the use of four post peelers that will produce between 224,640 and 449,280 fence posts per month. Under ideal conditions, one hour of continuous production at 100% capacity during Stage 1 will produce 1920 3" to 4" by 8 fence posts. At 9 hours per day, 26 days per month, under ideal conditions, the Company can produce 449,280 posts per month.

The labor need during Stage 4 is one supervisor, who also serves as a loader operator, four loader operators, eight post peeler operators, two general helper cutters and twelve dedicated cutters. The Company will need to acquire 104 tons of wood per day. It will take a minimum of 68 loads per month to transport the finished goods to the buyer. In order to stockpile wood inventory for subsequent summer production, the Company will bring in an additional 20 chainsaw cutters. They will be able to produce between 208,000 to 416,000 poles per month.

Summer production for the year 2001 will begin on June 1, 2001. As with the previous summer, there will be a reduction in the cost of labor. The Company will utilize the existing pole inventory compiled during Stage 4.

During this summer period, the production process will involve the use of four post peelers that will produce between 224,640 and 449,380 fence posts per month. Under ideal conditions, one hour of continuous production at 100% capacity during Stage 5 will produce 1920 3" to 4" by 8 fence posts. At 9 hours per day, 26 days per month, under ideal conditions, the Company can produce 449,380 posts per month.

The labor need during Stage 5 is one supervisor, who also serves as a loader operator, four additional loader operators, eight post peeler operators and two general helpers. The Company will need 104 tons of wood per day. It will take a minimum of 68 loads per month to transport the finished goods to the buyer.

Marketing Strategy

The Companys marketing strategy is to build a solid base initially with major wholesalers and OEMs, who have existing distribution channels and a significant customer base in place. Once that market is secured, the Company will focus on supplying its product line to State Parks, Highway Departments, Ranchers and Farmers.

Key Markets

State Parks
Highway Departments
Ranchers
Farmers
OEM
Wholesale

To penetrate these markets, the Company will rely on several marketing techniques including direct executive sales, direct mail, repeat business from satisfied customers, advertising and promotion and industry specific public relations.

Sales Strategy

The Companys sales and marketing are conducted through its Edmonton, Alberta headquarters.

The business of the Company is straightforward: the manufacturing and distribution of wooden fence posts. The Companys sales strategy is also straightforward: build a solid, consistent product that is delivered as ordered and on time. As government regulations and the demand for wooden fence posts fluctuate, it is important that the Company build a reputation as a steady supplier of wooden fence posts. This industry is small, despite a worldwide market demand for the Companys product line. Personal relationships play a key role as trust is developed between buyer and seller. The Company will build on its relationship with these key buyers as it implements its marketing strategy to steadily increase its sales.

Distribution Methods for Products and Services

The Companys product line is distributed by truck directly from the in-field forest location to the buyer. Each truckload can carry approximately 3400 finished fence posts.

Growth Strategy

The Company plans to commence production with one post peeler and production in excess of 56,000 (3"-4" x 8) posts per month during the first stage of the operation. By the year 2001, the Company plans to have 4 post peelers on the production line. As the Company adds post peelers to its operation, its gross revenues will increase while its operating expenses will begin to level off, resulting in rapid growth and steady profits.

The initial growth strategy for the Company calls for five stages of development during the first two years of operation. Stage 1 of the Production Process will involve the use of one post peeler that will produce between 56,160 and 112,320 fence posts per month. In order to increase production during Stage 2, the Company will need to acquire additional equipment and expand its crew. This additional crew will cut logs into poles, which eventually will be peeled down to posts during the summer production period. Stage 2 of the Production Process will involve the use of two post peelers that will produce between 112,320 and 224,640 fence posts per month.

Stage 3 of the Production Process will occur during the summer. As a result, there will be a reduction in the cost of production as less labor is required due to the prohibition on logging during the summer months. The Company will utilize the existing pole inventory compiled during Stage 2. During this summer period, the production process will involve the use of two post peelers that will produce between 112,320 and 224,640 fence posts per month.

The onset of Stage 4 will see a dramatic increase in the Companys production capabilities. The Company will also bring in additional crew to prepare for the upcoming summer production period. Stage 4 of the Production Process will involve the use of four post peelers that will produce between 224,640 and 449,280 fence posts per month. Summer production for the year 2001 will begin on June 1, 2001. As with the previous summer, there will be a reduction in the cost of labor. The Company will utilize the existing pole inventory compiled during Stage 4. During this summer period, the production process will involve the use of four post peelers that will produce between 224,640 and 449,380 fence posts per month.

Once the Company completes its initial growth strategy, it will concentrate of expanding its distribution capabilities through the purchase of private forests. This will allow the Company to sell all of the timber harvested, thereby greatly enhancing the total revenue and ultimate profitability of the Company.

New Products and Services

The process of manufacturing wooden fence posts has remained the same for quite some time. However, the source of the basic wood product from suppliers such as saw mills could change in the future as foreign mills begin to outsource their product internationally.

Competitive Business Conditions

Initially, by selling its product to major wholesalers, the Company will have no direct competition since the "competition" is also the buyer of its wood. Once the Company develops and markets its product line and has achieved financial stability, the possibility will exist to sell the product directly to the United States, thereby limiting the need for resellers of the product. Because of the more stringent governmental requirements for foresting in the United States and the far larger availability of natural resources in Canada, the Company will be able to take advantage of these more favorable competitive business conditions and eventually emerge with a strong foothold in the United States marketplace.

Competition in the Companys market segment is primarily based on price and quality, and to a lesser extent, the ability to meet delivery requirements on a consistent long-term basis and to provide specialized customer service. The Company competes in North American lumber markets, primarily with other companies in the United States, Canada and Europe. In a trend that bodes well for the Company, Canadian lumber producers have increased their penetration into the United States market due to their lower wood costs, favorable exchange rates and stronger demand in the United States for wood fencing. Despite this fact and other favorable conditions, many of the Companys competitors have substantially greater financial and operating resources than the Company. In addition, wood products are subject to increasing competition from a variety of substitutes, including non-wood and engineered wood products.

Sources and Availability of Raw Materials

The primary sources of raw material for the Companys product line are primarily government owned forestlands in Canada. The Company leases the forestland from the government. In addition, the Company may elect in the future to purchase private forestland. At present, the Company has identified approximately 1500 acres of forestland that is currently available in the Alberta area. Whether the Company continues to lease government owned land or purchase private land, the availability of these raw materials is more than enough to meet production demands for years to come.

Customer Dependence

The Company will rely on two companies, Greentree Fencing Supply in Sakatchwan and Sunpine Forest Products in Alberta, for the majority of their initial sales. As the Company grows, they will become less dependent on any one company.

Intellectual Properties

The Companys production process does not currently rely on any intellectual properties. The Company utilizes existing equipment that it purchases in the marketplace.

Government Approval of Products and Services

Currently the Company will be conducting its operations solely in Canada. Because the Company will initially be conducting its operations on government leased land, the only government approval required to begin production is the standard permission to work on government owned lands, and to abide by the existing environmental laws that prohibit logging in the summer months. To the extent that the Company is directly involved in logging, it will be required to abide by reforestation guidelines established by the Canadian government. The Company is currently in the process of obtaining the necessary governmental approvals to commence production.

Effects of Government Regulations on Business

The Cost of complying with government regulations is less than one per cent of the total cost to produce the Companys product line over the next two years. The only physical effect on the business is the administrative responsibilities in dealing with government red tape.

Research and Development

The Company has not been involved in any direct research and development activities. During the normal course of business, the Company may develop new or improved log cutting, production or transportation methods.

Compliance with Environmental Laws

Currently the Company will be conducting its operations solely in Canada. The activities of the Company are subject to various Canadian environmental laws and regulations that impose limitations on the discharge of pollutants into the air and water, establish standards for the treatment, storage and disposal of solid and hazardous waste, and govern the discharge of runoff storm water and wastewater. The Company is and will remain in compliance with such laws and regulations.

Employees

The Company will begin its operation with seven full time employees. As the Company progresses through the different stages of its production process, the number of full time and part time employees will fluctuate. In general terms, the number of employees will increase during the winter months and decrease during the summer months.

1:4 Reports to Security Holders

The Company currently is not required to deliver an annual report to security holders. The Company will begin to voluntarily send an annual report, including audited financial statements, to security holders beginning with the current fiscal year. In addition, the Company will begin filing reports and other information required by the SEC upon initial filing of its registration.

The public may read and copy any materials filed with the SEC at the SECs Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. The public may also obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.

The SEC maintains and Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. This information, once the Company completes its filing, will be available at "http://www.sec.gov/">http://www.sec.gov. It will also be available on the Companys web site in the future.

ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

(Accountant should prepare.)

2:1 Plan of Operation

During the next two years, the Companys Plan of Operation is to focus on the manufacturing of fence posts in the Canadian province of Alberta. The Company plans to meet what has become an insatiable appetite for wood fence posts by government parks, highway departments, ranchers and farmers throughout North America. A key factor to this increased demand for wood fence posts is the current trend of farmers branching out into livestock management, resulting in a need for fencing to separate the farming from the ranching operations.

The Company plans to implement its manufacturing process in five distinct stages, taking into consideration its ability to fund each stage of production, its cash flow and the subsequent need to raise cash. It has already secured financing for the pre-production phase and has secured commitments for Stage 1 cash requirements. Based on the Companys current production schedule and the availability of lease-land forest in the Alberta area, revenues generated from operations during the next two years should be sufficient to fund Stages 2 through 5.

Cash Flow and The Need To Raise Cash

The initial cash requirements of the Company will be provided by the proceeds from the Companys initial Private Placement Memorandum ("PPM") issued in March 1999. The Company will need to expend an additional $140,000 for equipment, set-up costs and general and administrative operations during the winter and spring of 1999/2000. The funds for these items will be provided by the proceeds from the Companys sales of common stock through the issuance of warrants to their current shareholders.

The Companys cash flow plans call for five separate stages of development in the production process.

Stage 1 will require approximately $51,303 in cash per month, which will cover labor costs, government fees, wood, fuel, accommodations, repair, clean up, transportation, insurance and general administrative costs. This stage is expected to produce gross revenues of approximately $70,761 per month. It is anticipated that the existing cash on hand will absorb all cash requirements during this stage.

The second stage of production will begin in March 2000 and will require approximately $92,449 in cash per month. It is anticipated that the existing cash on hand will absorb all cash requirements during this stage.

During Stage 3, which will take place during the summer, the Company will have two post peelers in operation and a reduction in labor costs as logging operations cease. Cash requirements during this period are approximately $69,944 per month. It is anticipated that the existing cash on hand will absorb all cash requirements during this stage.

Stage 4 will commence on October 1, 2000. At this time, the Company plans to purchase additional equipment that will double the production capability. Funding for this expansion, expected to cost approximately $377,300, will come from total revenues generated during stages 1 through 3. Monthly cash requirements will be approximately $189,966. It is anticipated that the existing cash on hand will absorb all cash requirements during this stage.

Beginning June 1, 2001, Stage 5 will commence with the operation of four post peelers. As with summer 2000, this summer period will require less in operating cash as expenses are lower. Monthly production costs are expected to average $144,956. It is anticipated that the existing cash on hand will absorb all cash requirements during this stage.

Summary of Pre-Production Costs:

Item		Amount

Equipment Costs

Post Peeler		14,000
Loader		21,000
Chainsaws		1,750
Jenset		14,000
Total		50,750

Set-Up Costs

Equipment Transportation		2,100
Creation of Yard		1,400
Electrician		1,750
Insurance		700
Total		5,950

General Costs

Salaries		14,000
Accommodations		10,500
Transportation		8,400
Wood		2,100
Fuel		3,500
Repairs		3,500
Office & Legal		7,000
Government Fees		3,500
Total		52,500

Total		109,200

Summary of Production Costs:

Item	Stage 1	Stage 2	Stage 3	Stage 4	Stage 5

Labor Costs	13,440	24,409	14,581	50,778	31,122
Government Fees	3,360	6,104	3,647	12,698	7,784
Wood	1,421	2,842	2,842	5,684	5,684
Fuel	4,200	8,400	7,000	16,800	14,000
Accommodations	10,290	19,110	10,290	39,690	22,050
Repair	3,500	7,000	7,000	14,000	14,000
Yard Cleanup	1,400	2,100	2,100	2,800	2,800
Transportation	1,092	16,184	16,184	31,416	31,416
Insurance	700	1,050	1,050	2,100	2,100
G & A	3,500	5,250	5,250	14,000	14,000

Total	51,303	92,449	69,944	189,966	144,956

Planned Research and Development

The Company will not be involved in any direct research and development activities. During the normal course of business, the Company may develop new or improved log cutting, production or transportation methods. However, the Company does not plan to spend any resources on this development, nor does it plan to do any research.

Purchase or Sale of Plant and/or Equipment

The Company will be purchasing various pieces of equipment during the pre-production period and during Stage 2 and Stage 4. With each piece of equipment purchased, the Companys production capability expands, resulting in increased revenues and, especially during the summer months, substantial net profit.

Pre-Production Equipment Purchase

Item		Amount

Post Peeler		$14,000
Loader		$21,000
Chainsaws		$1,750
Jenset		$14,000

Total		$50,750

Stage 2 Equipment Purchase

Item		Amount

Post Peeler		$14,000
Loader		$21,000
Chainsaws		$10,500
Jenset		$14,000

Total		$59,500

Stage 4 Equipment Purchase

Item		Amount

Post Peeler		$63,000
Loader		$154,000
Chainsaws		$11,900
Jenset		$49,000

Total		$277,900

Significant Changes in the Number of Employees

As the Company proceeds through the different stages, its number of employees will fluctuate depending upon the season. In winter, the number of employees increases. In summer, the number of employees decreases. The key factor to this fluctuation is the prohibition of cutting logs during the summer season. During the height of the winter season in Stage 4, the Company will employ 47 in the field, in addition to increased staff support at the home office.

Position	Stage 1	Stage 2	Stage 3	Stage 4	Stage 5
	Winter Year 1	Winter Year 1	Summer Year 1	Winter Year 2	Summer Year 2
Supervisor/Loader Operator	1	1	1	1	1
Loader Operator	0	1	1	4	4
Post Peeler Operators	2	4	4	8	8
Cutter/General Help	1	1	1	2	2
Cutters	3	6	0	12	0
Additional Chainsaw Cutters	0	0	0	20	0

Total	7	13	7	47	15

2:2 Managements Discussion and Analysis of Financial Condition

and Results of Operations

Financial Condition

The Company has limited operations during fiscal year 1999.

The following tables set forth selected information from the statements of operations and balance sheets for the year ended December 31, 1999.

Selected Statement of Operations Information

			For the Year Ended December 31, 1999
Total Revenues			$0
Total Expenses			$107,990
Income (Loss) From Operations			$(107,990)
Total Other Income (Expense)			(0)
Net Profit (Loss)			$(107,990)

Selected Balance Sheet Information

			For the Year Ended December 31, 1999
Total Current Assets (Deficiency)			$22,810
Total Current Liabilities			$0
Total Property & Equipment			$0
Total Liabilities			$0
Total Other Assets			$0
Total Assets			$22,810
Net Shareholders Equity			$22,810

Total Revenues

The Company did not generate any revenues in 1999.

Royalty revenue from one of the operating licensees represented approximately 80% of the total revenues for the Company for the six months ended June 30, 1999.

However as the operations of existing licensees continue to grow, and new licensees are added, the Company expects that concentration of revenue from any one licensee will be rCost of Goods Sold

The Company did not have any cost of goods sold in 1999.

Selling and General Administrative Expense

The Companys selling and general administrative expense totaled $107,990 during fiscal year 1999. This expense was primarily due to start up costs and the expense of initiating the Companys NASDAQ listing.

Retained Earnings

The Company has a retained earnings balance of $(107,990) as of December 31, 1999.

Net Shareholder Equity

For the year ended December 31, 1999, net shareholder equity was 22,810.

Tax Issues

Not Applicable.

Liquidity and Capital Resources

As of December 31, 1999, the Company has relied solely on the proceeds from the private sale of its Common Stock during March and April 1999. This will be sufficient to meet its liquidity requirement for pre-production, listing costs, prospectus, consulting, attorney and accounting fees, research and product development and all other expenses it may accrue. The additional funds needed to meet its requirement for initial start up costs, equipment purchases and Stage 1 funding will also be provided by proceeds from the Companys private sale of its Common Stock earlier in 1999. Thereafter, the Company will be able to cover all necessary costs from revenues generated by ongoing operations.

Other than the foregoing and the risk factors discussed herein, the Company knows no trends, demands, or uncertainties that are reasonably likely to have a material impact on the Companys short term liquidity or capital resources.

Impact of Recently Issued Accounting Standards

Statement of Financial Accounting Standards 133 - Accounting for Derivative Instruments and Hedging Activities (SFAS 133) was recently issued. SFAS 133 established accounting and reporting standards for derivative financial instruments and for hedging activities. The Company does not currently engage in any activities that would be covered by SFAS 133.

Accounting for Stock Options

In October 1995, the FASB issued Statement of Financial Accounting Standards No. 123 "Accounting for Stock Based Compensation" (SFAS123), which established the "fair value" method of accounting for stock based compensation arrangements. The company has not adopted any Stock Option Plan as of December 31, 1999. But the Board of Directors may plan to adopt a stock option plan in the future to reward the exceptional contributions to the Company by its management and employees.

Trends on Liquidity

The increasing demand for wood fence posts in North America will have a positive effect on the Companys liquidity in fiscal year 2000 and 2001. The Company has a ready market awaiting their product line as demand exceeds supply.

Sources of Liquidity

The Companys liquidity will come from its ongoing operations and from proceeds generated by the sale of its Common Stock through Warrants that were issued during the Companys initial private placement in March 1999.

Material Commitments for Capital Expenditures and the Expected Sources of Funds for These

During Stages 2 and 4 as described herein, the Company will be purchasing additional equipment to facilitate its ongoing and expanded operations. The source of funds for these expenditures will come from ongoing operations and from proceeds generated by the sale of its Common Stock through Warrants that were issued during the Companys initial private placement in March 1999.

Trends, Events and Uncertainties that could have an Impact on Net Operating Results

Not Applicable.

Significant Elements of Income/Loss Not From Continuing Operations

Not Applicable

Causes for any Material Change in Line Items

Not Applicable

Seasonal Aspects that Effect Results

The Companys results may be affected in the event that sustained severe weather prohibits the Company from conducting operations in the forests around Alberta for a lengthy period of time.

However, the main cutting time for the Companys product line is in the winter months, and the crews are experienced in working with inclement weather.

Impact of Inflation

The Company believes that inflation has not had a material effect on its past business.

No provision has been made in these financial statements in respect of any matters.

Year 2000 Risks

Currently, many computer systems, hardware and software products are coded to accept only two digit entries in the date code field and, consequently, cannot distinguish 21st century dates from 20th century dates. The interactions between various software and hardware platforms often rely upon the date coding system. As a result, many companies software and computer systems may need to be upgraded or replaced in order to function properly after the turn of the century. The Company, its customers and suppliers are reliant on computers and related automated systems for daily business operations.

Failure to achieve at least a minimum level of Year 2000 systems compliance by both the company and its suppliers would have a material adverse effect on the Company.

The Company has completed the process of identifying computer systems that could be affected by the Year 2000 issue as it relates to the Companys internal hardware and software, as well as third parties that provide the Company with goods or services.

The Company has reviewed the primary operations of its core business and does not anticipate any problems with Year 2000 Compliance. The Companys operation is not reliant upon the proper functionality of any computer system other than those used by third party vendors. The Company believes that its banking relationships and transfer agent are Year 2000 Compliant. Should any of these third party vendors not be Year 2000 Compliant, the Company will experience little to no adverse material impact on its cash flow or prohibit its ability to continue operations.

Interim Periods

Not Applicable.

Material Changes

Not Applicable.

Discussion on Material Events That Would Cause Reported Information Not to be Indicative of Future

Not Applicable.

ITEM 3. DESCRIPTION OF PROPERTY

3:1 Location and Condition of Property

Principal Offices

The Companys principal offices are located at 28 Lavalencia Garden, N.E. Calgary, AB. T1Y 6P4.

Field Offices

The field operations will be situated in Northern Alberta (Edmonton area). The exact location of these field offices will vary depending upon where ongoing operations are being conducted.

3:2 Investment Policies

The Company owns no real estate and currently does not have any investments in residential or commercial real estate. The Companys Board of Directors would decide any policies in the future.

3:3 Description of Real Estate and Operating Data

Not applicable.

ITEM 4. SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITY HOLDERS

4:1 Security Ownership of Certain Beneficial Owners

The following table sets forth information as of December 31, 1999, based on information obtained from the persons named below, with respect to the beneficial ownership of the Common Stock by (i) each person known by the Company to own beneficially 5% or more of the Common Stock:

Title of Class		Name and Address of Beneficial Owner	Shares owned Beneficially⁽¹⁾	% Owned
Common		None	0	0%

		Total		0%
	Note (1) The number of shares of Common Stock owned are those "beneficially owned" as determined under the rules of the Securities and Exchange Commission, including any shares of Common Stock as to which a person has sole or shared voting or investment power and any shares of Common Stock which the person has the right to acquire within 60 days through the exercise of any option, warrant or right. As of December 31, 1999, there were 2,616,000 common shares outstanding.

4:2 Securities Ownership of Management

The following table sets forth information as of the date hereof, based on information obtained from the persons named below, with respect to the beneficial ownership of the Common Stock by (i) each director and officer of the Company and (ii) all directors and officers as a group:

Title of Class	Name and Address of Beneficial Owner	Shares owned Beneficially⁽¹⁾⁽²⁾	% Owned
Common	Joginder Brar 28 Lavalencia Gds. NE Calgary, Alberta T1Y 654	600,000	23%
Common	Jaroslav Zubik 6427 Dalton Dr. NW Calgary, Alberta T3A IEI	600,000	23%
	Officers and Directors as a Group	1,200,000	46%
	Note (1) The number of shares of Common Stock owned are those "beneficially owned" as determined under the rules of the Securities and Exchange Commission, including any shares of Common Stock as to which a person has sole or shared voting or investment power and any shares of Common Stock which the person has the right to acquire within 60 days through the exercise of any option, warrant or right. As of December 31, 1999, there were 2,616,000 common shares outstanding.
	Note (2) No officer, director or security holder listed above owns any warrants, options or rights. {See "Certain Relationships and Related Transactions."}

Compliance with Section 16(A) of the Exchange Act

Under the securities laws of the United States, the Companys Directors, its Executive Officers (and certain other officers) and any persons holding more than 5% of the Companys outstanding voting securities are required to report their ownership in the Companys securities and any changes in that ownership to the Securities and Exchange Commission. Based solely upon the Companys reliance upon the written representations of its Directors and officers, the Company believes that it is in compliance with Section 16(a) of the Exchange Act.

4:3 Changes in Control

The Company does not anticipate any changes in control.

ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS

AND CONTROL PERSONS

5:1 Directors and Officers

The Directors and executive officers of the Company were appointed and/or elected to their respective positions on March 11, 1999. As of December 31, 1999, the names, ages and positions are as follows:

Name Age Position

Joginder Brar 34 President

Jaroslav Zubik 45 Secretary

Harjit Mand 33 Treasurer

All Directors of the Company will hold office until the next annual meeting of shareholders of the Company or until successors are duly elected and qualified.

The Officers of the Company are elected by the Board of Directors at the first meeting after each annual meeting of the Companys shareholders, and hold office until their death, or until they shall resign or have been removed.

Joginder Brar, 34, has served as President of the Company since March 11, 1999. While organizing the Company, Brar worked for the City of Calgary in its Transportation Department as a Dispatcher. Prior to working for the City of Calgary, he served as President of Nexus Telecom of Calgary. Brar received his Bachelor of Arts degree from Indias Punjab University.

Jaroslav Zubik, 45, Secretary, has been with the Company since March 11, 1999. Zubik has been President of S.O.S. Printing and Laminations for Less in Calgary since 1985. Fluent in the English, Czech, German and Russian languages, he received his Mechanical Engineering Diploma from SPISS Technology Institute in 1975.

Harjit Mand, 33, Treasurer, joined the Company on March 11, 1999. Mand has spent the past nine years working for the City of Calgary in their Transportation Department. He previously served as the Sales Manager for Crescet Bakery in Calgary from 1986-1989. Mand studied Mechanical Engineering at the SAIT Technical School in Calgary.

The Company has entered into a five (5) year Employment Agreement with its President, Steven Abboud and Chairman, Bryan Abboud. The Company pays both its President $ and Chairman, $ per month.

Board Committees

During the fiscal year ended December 31, 1999, the Directors of the Company did not formulate any formal committee.

Director Compensation

All authorized out-of-pocket expenses incurred by a Director on behalf of the Company will be subject to reimbursement upon receipt by the Company of required supporting document of such expenses. Although Directors may be eligible to participate in the Companys future stock option and / or incentive plan(s), if any, Directors do not receive any additional compensation or an annual Directors fee at the present time.

5:2 Significant Employees

The operations of the Company are divided into two groups, management personnel and in-field operational personnel. The general management of the Company will be critical due in part to the seasonality of the business. Scheduling and distribution must be precise in order to maintain the wood product flow. For each post peeler in operation, the Company will need to employ one key supervisor, two operators, one general laborer and three woodcutters. Each post peeler group has key, significant employees that are vital to the ongoing operations of the Company. The loss of any one of these significant employees could have a material adverse effect on the operations of the Company if they cannot be replaced in a timely manner. The Company is in the process of filing these positions.

The Company has retained consultant Jan Libal to assist in the development of its product line and staffing requirements. Libal joined the Company as an consultant after serving as vice-president for Timber King Forest Products, where he secured equipment for their post peeling operation, arranged contracts for the finished product, yard and yard maintenance, supervised the accounting department and prepared business plans. Prior to Timber King, he secured mining property for Calvest Resources and as President of Westaurum Investment Ltd. he imported China sets from the Check Republic. During his career he has served as a senior technologist, layout engineer and contractor.

Leo Moisio, 55, has joined the Company as Vice-President in charge of production. An expert in the wood product industry, Moisio has developed industry contacts worldwide. Earning a degree in pulp and paper from the Pulp and Paper College in Finland, Moisio recently served as International Sales Manager for Treeline Wood Products, Ltd., located in Edmonton, Alberta. During his tenure there, he was responsible for the shipping of two million board feet of wood product per month to Japan during a four-year period. He also spent 11 years with Eurocan B.C., during which time the company produced up to 1,000 tons of paper per day.

5:3 Family Relationships

Not Applicable.

5:4 Involvement in Legal Proceedings

Not Applicable.

ITEM 6. EXECUTIVE COMPENSATION
6:1 General

None of the Companys officers and directors receives any cash compensation at this time. The Company does plan to initiate a compensation schedule for its officers once the Company is profitable.

Brar and Zubik each received 600,000 shares of the Companys $.001 par value Common Stock for services and as founders of the Company.

The Company has retained a consultant, Jan Libal, to assist in the initial start-up of the Company. He receives a retainer of $3,000 per month, plus expenses.

6:2 Summary Compensation Table

Name and Principal Position	Year	Annual Salary	Other Compensation	Total Compensation
Joginder Brar⁽¹⁾ President	1999	$0	$600	$600
Jaroslay Zubik⁽¹⁾ Secretary	1999	$0	$600	$600
Harjit Mand. Treasurer	1999	$0	$0	$0
Note (1) Value of Common Stock

ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

7:1 Previous Two Years

Not Applicable

7:2 Exempt

Not Applicable.

7:3 Parent Company

Not Applicable.

7:4 Transactions with Promoters

None.

ITEM 8. DESCRIPTION OF SECURITIES

8:1 Common or Preferred Stock

The authorized capital stock of the Company consists of 25,000,000 shares of $.001 par value Common Stock. All shares have equal voting rights and are non-assessable. Voting rights are not cumulative, and therefore, the holders of more than fifty percent (50%) of the Common Stock of the Company could, if they chose to do so, elect all the Directors.

Upon liquidation, dissolution or winding up of the Company, the assets of the Company, after the payment of liabilities, will be distributed pro rata to the holders of the Common Stock. The holders of the Common Stock do not have preemptive rights to subscribe for any securities of the Company and have no right to require the Company to redeem or purchase their shares. The shares of Common Stock presently outstanding are fully paid and non-assessable.

Holders of Common Stock are entitled to share equally in dividends when, and if declared by the Board of Directors of the Company, out of funds legally available thereof. The Company has not paid any cash dividends on its Common Stock, and it is unlikely that any such dividends will be declared in the foreseeable future.

As of December 31, 1999, the Company had outstanding 2,616,000 shares of common stock.

Preferred Stock

The Company is not currently authorized to issue shares of Preferred Stock, and as a result, there have been no preferred shares issued or outstanding as of the date hereof.

In the event that the Companys Board of Directors authorize the issuance of Preferred Stock in the future, any of the Companys Preferred Stock may be issued in series from time to time with such designation, rights, preferences and limitations as the Board of Directors of the Company may determine by resolution. The rights, preferences and limitations of separate series of Preferred Stock may differ with respect to such matters as may be determined by the Board of Directors. This is to include, without limitation, the rate of dividends, method and nature of payment of dividends, terms of redemption, amounts payable on liquidation, sinking fund provisions (if any), conversion rights (if any), and voting rights. The potential exists therefore, that additional preferred stock might be issued which would grant additional dividend preferences and liquidation preferences to preferred shareholders. Unless the nature of a particular transaction and applicable statutes require such approval, the Board of Directors has the authority to issue these shares without shareholder approval. The issuance of Preferred Stock, if any, may have the effect of delaying or preventing change in control of the Company without any further action by shareholders.

Dividends

The Company has never paid a cash dividend on its Common Stock nor does the Company anticipate paying cash dividends on its Common Stock in the near future. It is the present policy of the Company not to pay cash dividends on the Common Stock but to retain earnings, if any, to fund growth and expansion. Under Nevada law, a company is prohibited from paying dividends if the company, as a result of paying such dividends, would not be able to pay its debts as they come due, or if the companys total liabilities and preferences to preferred shareholders exceed total assets. Any payment of cash dividends of the Common Stock in the future will be dependent upon the Companys financial condition, results of operations, current and anticipated cash requirements, plans for expansion, as well as other factors the Board of Directors deems relevant.

8:2 Debt Securities

None.

8:3 Other Securities

None.

PART 11
ITEM 1. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANTS COMMON EQUITY AND OTHER SHAREHOLDER MATTERS

1:1 Market Information

The Companys common stock does not currently trade on the NASD Over The Counter Bulletin Board. Subsequent to this filing, the Company will apply to be listed on the NASD Over The Counter Bulletin Board.

Quarterly MIMF Stock Trading Summary:

Not Applicable.

There are no outstanding options or warrants to purchase, or securities convertible into, shares of

Common Stock.

As of December 31, 1999the date hereof, there wereare 1,200,000 shares of Common Stock that could be sold considered to be restricted, pursuant to Rule 144 under the Securities Act of 1933, as amended (the " "Securities Act""). There were 1,416,000 free trading shares of Common Stock as of December 31, 1999.

1:2 Holders

As of December 31, 1999, there were 47 holders of record of the Companys Common Stock, and the number of beneficial holders was 2 .

1:3 Dividends

The Company has not issued any dividends on its Common Stock and has no plans to issue any dividends in fiscal year 2000.

ITEM 2. LEGAL PROCEEDINGS
2:1 Pending Legal Proceeding

There are no pending legal proceedings.

2:2 Government Authority Contemplating

Not Applicable.

ITEM 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
3:1 Accountant Dismissed

Not Applicable.

3:2 Accountant Disclosures

Not Applicable.

3:3 Detail of Subject Matter

Not Applicable.

3:4 Discussions with Board of Directors

Not Applicable.

3:5 Accountant Authorized to Issue Subsequent Report

Not Applicable.

ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES

4:1 Date, Title, and Amount Sold

As of December 31, 1999, the Company had 2,616,000 shares of its $.001 par value common stock issued and outstanding of which 1,200,000 shares were issued in transactions exempt by reason of Section 4(2) of the Securities Act of 1933, as amended, and 1,416,000 shares were issued in transactions exempt by reasons of Rule 504 of Regulation D promulgated pursuant to Section 3(b) of the Securities Act of 1933, as amended.

Date	Class	Shares	Price	Consideration	Issued To
3/10/99	Common 144	1,200,000	.001	Services	Brar, Zubic
3/18/99	Common 504	140,000	.05	Cash	Krizala
3/18/99	Common 504	180,000	.05	Cash	Libal
3/18/99	Common 504	60,000	.05	Cash	Fiala
3/18/99	Common 504	67,000	.05	Cash	Sangha
3/18/99	Common 504	67,000	.05	Cash	Gili
3/18/99	Common 504	67,000	.05	Cash	Dhillon
3/18/99	Common 504	67,000	.05	Cash	Minhas
3/18/99	Common 504	67,000	.05	Cash	Gill
3/18/99	Common 504	67,000	.05	Cash	Sangha
3/18/99	Common 504	67,000	.05	Cash	Sangha
3/18/99	Common 504	67,000	.05	Cash	Dhillon
3/18/99	Common 504	67,000	.05	Cash	Mangat
3/18/99	Common 504	67,000	.05	Cash	Sidhu
3/18/99	Common 504	67,000	.05	Cash	Minhas
3/18/99	Common 504	20,000	.05	Cash	Cech
3/18/99	Common 504	40,000	.05	Cash	Khan
3/18/99	Common 504	40,000	.05	Cash	Minhas
3/18/99	Common 504	40,000	.05	Cash	Mithani
3/18/99	Common 504	40,000	.05	Cash	Kanji
3/18/99	Common 504	4,000	.05	Cash	McDonald
3/18/99	Common 504	8,000	.05	Cash	Kanji
3/18/99	Common 504	6,000	.05	Cash	Dhaliwal
3/18/99	Common 504	4,000	.05	Cash	Scriver
3/18/99	Common 504	4,000	.05	Cash	Scriver
3/18/99	Common 504	4,000	.05	Cash	Scriver
3/18/99	Common 504	4,000	.05	Cash	Kaur
3/18/99	Common 504	4,000	.05	Cash	Mangat
3/18/99	Common 504	4,000	.05	Cash	Mangat
3/18/99	Common 504	4,000	.05	Cash	Randha
3/18/99	Common 504	4,000	.05	Cash	Sandhu
3/18/99	Common 504	2,000	.05	Cash	Kidwai
3/18/99	Common 504	2,000	.05	Cash	Cole
3/18/99	Common 504	2,000	.05	Cash	Gill
3/18/99	Common 504	2,000	.05	Cash	Dhalla
3/18/99	Common 504	2,000	.05	Cash	Hasham
3/18/99	Common 504	2,000	.05	Cash	Mithani
3/18/99	Common 504	2,000	.05	Cash	Mithani
3/18/99	Common 504	2,000	.05	Cash	Mithani
3/18/99	Common 504	2,000	.05	Cash	Mithani
3/18/99	Common 504	2,000	.05	Cash	Djakovic
3/18/99	Common 504	2,000	.05	Cash	Husarik
3/18/99	Common 504	2,000	.05	Cash	Lodomez
3/18/99	Common 504	31,000	.05	Cash	Parmar
3/18/99	Common 504	8,000	.05	Cash	Sallh
3/18/99	Common 504	6,000	.05	Cash	Fernandes

Between March 18, 1999 and April 5, 1999, the Company issued to 45 individuals and entities an aggregate 1,416,000 shares of its $.001 par value common stock at $0.05 each by virtue of Rule 504 of Regulation D promulgated pursuant to Section 3(b) of the Securities Act of 1933, as amended, for a total consideration of $70,000 in cash and services. Of the 1,416,000 shares issued, 1,416,000 shares were free trading and 0 were restricted.

Brar and Zubik were originally issued 3,000,000 shares of Common Stock for services rendered on March 10, 1999. Subsequently, on April 5, 1999, this amount was reduced to 1,200,000 shares of Common Stock.

4:2 Underwriters

Not Applicable.

4:3 Offering Price

The Company has issued one Private Placement Memorandum ("PPM") by virtue of Rule 504 of Regulation D promulgated pursuant to Section 3(b) of the Securities Act of 1933, as amended, at $.05 per share.

The first PPM was issued on March 10, 1999, offering up to $100,000 of the Companys Common Stock at $0.05 per share. On April 5, 1999, the PPM was amended to include Warrants at $.10 share. This increased the total amount of the PPM to $300,000.

4:4 Exemption Applied

The Common Stock was offered, issued and sold pursuant to and in accordance with the exemption from securities registration afforded by Rule 504 of Regulation D promulgated under the Securities Act of 1933, as amended.

4:5 Conversion Terms

Not Applicable.

4:6 Report Items

Not Applicable.

ITEM 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS

The corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, (other than an action by or in the right of the corporation) by reason of the fact that he is or was a director, officer, employee, fiduciary or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee, fiduciary or agent of another corporation, partnership, joint venture, trust, or other enterprise, against expenses (including attorney fees), judgments, fines, and amounts paid in settlement actually and reasonably believed to be in the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, or conviction or upon a pleas of nolo contenders or its equivalent shall not of itself create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in the best interests of the corporation and, with respect to any criminal action or proceeding, had reasonable cause to believe his conduct was unlawful.

The corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee, or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee, fiduciary or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorney fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in the best interests of the corporation; but no indemnification shall be made in respect of any claim, issue, or matter as to which such person has been adjudged to be liable for negligence or misconduct in the performance of his duty to the corporation unless and only to the extent that the court in which such action or suit was brought determines upon application that, despite the adjudication of liability, but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnification for such expenses which such court deems proper.

To the extent that a director, officer, employee, fiduciary or agent of a corporation has been successful on the merits in defense of any action, suit, or proceeding referred to in this Article or in defense of any claim, issue, or matter therein, he shall be indemnified against expenses (including attorney fees) actually and reasonably incurred by him in connection therewith.

Any indemnification under this Article (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee, fiduciary or agent is proper in the circumstances because he has meet the applicable standard of conduct set forth herein. Such determination shall be made by the board of directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit, or proceeding, or, if such a quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs.

Expenses (including attorneys fees) incurred in defending a civil or criminal action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding as authorized in this Article, upon receipt of an undertaking by or on behalf of the director, officer, employee or agent to repay such amount, unless it shall ultimately be determined that he is entitled to be indemnified by the corporation as authorized in this Article.

The board of directors may exercise the corporations power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability under this Article.

The indemnification provided by this Article shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under these Articles of Incorporation, the Bylaws, agreements, vote of the shareholders or disinterested directors, or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs and personal representatives of such a person.

PART F/S

ITEM 1. FINANCIAL STATEMENTS

Audited Financial Statement through November 25, 1999.

E INVESTMENTS, INC.

(A DEVELOPMENTAL STAGE COMPANY)

FINANCIAL STATEMENTS

NOVEMBER 25, 1999

(End of page)

TABLE OF CONTENTS

INDEPENDENT AUDITORS REPORT

BALANCE SHEET

STATEMENT OF OPERATIONS

STATEMENT OF STOCKHOLDERS EQUITY

STATEMENT OF CASH FLOWS

NOTES TO FINANCIAL STATEMENTS

PAGE

6-7

(End of Page)

BARRY L. FRIEDMAN, P.C.

Certified Public Accountant

1582 TULITA DRIVE OFFICE (702) 361-8414

LAS VEGAS, NEVADA 89123 FAX NO. (702) 896-0278

INDEPENDENT AUDITORS REPORT

Board Of Directors December 1, 1999

E INVESTMENTS, INC.

Calgary, Alberta, Canada

I have audited the Balance Sheet of E INVESTMENTS, INC., (A Development Stage Company), as of November 25, 1999, and the related Statements of Operations, Stockholders, Equity and Cash Flows for the period February 25, 1999, (inception) to November 25, 1999. These financial statements are the responsibility of the Companys management. My responsibility is to express an opinion on these financial statements based on my audit.

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

In my opinion, the financial statements referred to above present fairly, in all material respects, the financial position of E INVESTMENTS, INC., (A Development Stage Company), at November 25, 1999, and the results of its operations and cash flows for the period February 25, 1999, (inception) to November 25, 1999, in conformity with generally accepted accounting principles.

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note #3 to the financial statements, the Company has no established source of revenue. This raises substantial doubt about its ability to continue as a going concern. Managements plans in regard to these matters are also described in Note #3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Barry L. Friedman

Certified Public Accountant

(End of Page 1)

E INVESTMENTS, INC.

(A Developmental Stage Company)

November 25, 1999

BALANCE SHEET

ASSETS

CURRENT ASSETS
Cash		$22,810

TOTAL CURRENT ASSETS		$22,810

OTHER ASSETS		$0

TOTAL OTHER ASSETS		$0

TOTAL ASSETS		$22,810


LIABILITIES AND STOCKHOLDERS EQUITY

CURRENT LIABILITIES		$0

TOTAL CURRENT LIABILITES		$0

STOCKHOLDERS EQUITY

Common Stock, $.001 par value, authorized 25,000,000 shares; issued and outstanding at November 25, 1999 2,616,000 shares		$2,616

Additional paid-in capital		$128,184

Deficit accumulated during the development stage		$(107,990)

TOTAL STOCKHOLDERS EQUITY		$22,810

TOTAL LIABILITIES AND STOCKHOLDERS EQUITY		$22,810

The accompanying notes are an integral part of these financial statements.

(End of Page 2)

E INVESTMENTS, INC.

(A Developmental Stage Company)

February 25, 1999, (Inception) to November 25, 1999

STATEMENT OF OPERATIONS

INCOME		$0
Revenue

EXPENSES
Accounting Fee		$825
Bank Charges		$65
Consulting Fees		$25,100
Registration Costs		$13,000
Travel Expense		$9,000
Services		$60,000

TOTAL EXPENSES		$107,990

Net Loss		$(107,990)

Net Loss Per Share		$(0.0068)

Weighted average number of common shares outstanding		1,597,685

The accompanying notes are an integral part of these financial statements.

(End of Page 3)

E INVESTMENTS, INC.

(A Developmental Stage Company)

November 25, 1999

STATEMENT OF STOCKHOLDERS EQUITY	Common Stock Shares	Common Stock Amount	Additional Paid-In Capital	Deficit accumulated during development stage

April 5, 1999 Issued for services	1,200,000	$1,200	$58,800	$0

September 21, 1999 Issued for cash	1,416,000	$1,416	$69,384	$0

Net Loss, February 25, 1999, (inception) to November 25, 1999	-	-	-	$(107,990)

Balance, November 25, 1999	2,616,000	$2,616	$128,184	$(107,990)

The accompanying notes are an integral part of these financial statements.

(End of Page 4)

E INVESTMENTS, INC.

(A Developmental Stage Company)

February 25, 1999, (Inception) to November 25, 1999

STATEMENT OF CASH FLOWS

Cash Flows from Operating Activities
Net Loss		$(107,990)
Issuance of Common Stock for services		$60,000
Net cash flows from operating activities		$(47,990)

Cash Flows from Investing Activities		$0

Cash Flows from Financing Activities
Issuance of common stock for cash		$70,800
Net cash flows from financing activities		$70,800

Net increase in cash		$22,810

Cash, Beginning of period		$0

Cash, End of period		$22,810

The accompanying notes are an integral part of these financial statements.

(End of Page 5)

E INVESTMENTS, INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

November 25, 1999

NOTE I HISTORY AND ORGANIZATION OF THE COMPANY

The Company was organized February 25, 1999, under the laws of the State of Nevada, as E INVESTMENTS, INC. The Company currently has no operations and, in accordance with SFAS #7, is considered a development stage company.

On April 5, 1999, the Company issued 1,200,000 shares of its $.001 par value common stock for services of $ 0.05 or a total of $ 60,000.

On September 21, 1999, the Company completed a public offering that was offered without registration under the Securities Act of 1933, as amended ("The Act"), in reliance upon the exemption from registration afforded by Sections 4(2) and 3(b) of the Securities Act and Regulation D promulgated thereunder. The Company sold 1,416,000 shares of common stock at a price of $0.05 per share, for a total amount raised of $ 70,800.

NOTE 2 - ACCOUNTING POLICIES AND PROCEDURES

Accounting policies and procedures have not been determined except as follows:

1.	The Company uses the accrual method of accounting.
2.	Earnings per share is computed using the weighted average number of common shares outstanding.
3.	The Company has not yet adopted any policy regarding payment of dividends. No dividends have been paid since inception.
4.	In April, 1998, the American Institute of Certified Public Accountants issued Statement of Position 98-5 ("SOP 98-5"), Reporting on the Costs of Start-Up Activities which provides guidance on the financial reporting of start-up costs and organization costs. It requires costs of start-up activities and organization costs to be expensed as incurred. SOP 98-5 is effective for fiscal years beginning after December 15, 1998, with initial adoption reported as the cumulative effect of a change in accounting principle.

NOTE 3 - GOING CONCERN

The Companys financial statements are prepared using the generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, the Company has no current source of revenue. Without realization of additional capital, it would be unlikely for the Company to continue as a going concern. It is managements plan to seek additional capital through a merger with an existing operating company.

(End of Page 6)

E INVESTMENTS, INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENT CONTINUED

November 25, 1999

NOTE 4 - WARRANTS AND OPTIONS.

There are warrants outstanding to acquire additional shares of common stock. These warrants are attached to the shares issued pursuant to the public offering as described in Note #1 and are convertible to free trading shares. These warrants are to be exercised at $ 0.10 per share when the Company is listed on OTC.B.B.

NOTE 5 - RELATED PARTY TRANSACTION

The Company neither owns nor leases any real or personal property. Office services are provided without charge by a director. Such costs are immaterial to the financial statements and, accordingly, have not been reflected therein. The officers and directors of the Company are involved in other business activities and may, in the future, become involved in other business opportunities. If a specific business opportunity becomes available, such persons may face a conflict in selecting between the Company and their other business interests. The Company has not formulated a policy for the resolution of such conflicts.

(End of Page 7)

PART III

ITEM 1. INDEX TO EXHIBITS

Exhibit	Description of Document
2	Charter and By-Laws

2.1	Articles of Incorporation Arbor, Inc.
2.2	By-Laws of Arbor, Inc.


3	Instruments Defining the Rights of Security Holders

3.1	See Exhibit 2.1 "Articles of Incorporation"

5	Voting Trust Agreement

5.1	None

6	Material Contracts

6.1	Consulting Agreement with Libal


7	Material Foreign Patents

7.1	None

12	Sales Materials

12.1	None

15	Additional Exhibits

15.1	None

ITEM 2. DESCRIPTION OF EXHIBITS
Exhibit 2.1 Articles of Incorporation

Amendment to the Articles

Filed #C4360-99

December 16, 1999

IN THE OFFICE OF

/S/

DEAN HELLER SECRETARY OF STATE

ARTICLES OF AMENDMENT

TO THE

ARTICLES OF INCORPORATION

E-INVESTMENTS, INC.

AMENDMENT #1

Pursuant to the provisions of Section 10-061, Nevada Revised Statutes, the undersigned corporation adopts the following article of amendment to its articles of incorporation:

FIRST: The name of this corporation is E-Investments, Inc.

SECOND: Article I of the articles of incorporation of this corporation is hereby amended to read in its entirety as follows:

ARBOR, INC.

THIRD: The date of adoption of this amendment by the shareholders of this corporation is December 9, 1999.

FOURTH: The number of shares of the corporation outstanding at the time of adoption of this amendment was 2,616,000 and the number of shares entitled to vote thereon was 2,616,000. All 2,616,000 shares are of the same class.

FIFTH: The number of outstanding shares voted for this amendment was 2,477,000 and the number of shares voted against this amendment was zero.

SIXTH: This amendment does not provide for an exchange, reclassification, or cancellation of issued shares.

SEVENTH: This amendment does not effect a change in the amount of stated capital of the corporation.

DATED: December 9, 1999

/S/

Joginder Brar, President

/S/

Jaroslav Zubik, Secretary

NOTARIZED

Original Articles of Incorporation

Filed FEB 251999

ARTICLES OF INCORPORATION OF E INVESTMENTS, INC.

THE UNDERSIGNED PERSON, acting as Incorporator of a corporation under the provisions of the Nevada General Corporation Law, adopts the following Articles of Incorporation:

FIRST. The name of the corporation is:

E INVESTMENTS, INC.

SECOND. The street address of the corporations resident agent and the principal or statutory address of this

corporation in the State of Nevada shall be:

CORPORATE SERVICE CENTER, INC.

1475 Terminal Way, Suite E

Reno, Washoe County, NV 89502

This corporation may maintain an office, or offices, in such other place or places within or without the State of Nevada as may be from time to time designated by the Board of Directors, or by the bylaws of said corporation, and that this corporation may conduct all corporation business of every kind and nature, including the holding of all meetings of directors and stockholders, outside the State of Nevada as well as within the State of Nevada.

THIRD. The corporation shall have unlimited power to engage in and do any lawful act concerning any or all lawful business for which corporations may be organized under the Law and not limited by the Statutes of Nevada, or any other state in which it conducts its business.

FOURTH. That the total number of voting common stock authorized that may be issued by the corporation is TWENTY FIVE MILLION (25,000,000) shares of stock with $0.001 par value, and no other class of stock shall be authorized. Said shares may be issued by the corporation from time to time for such considerations as may be fixed from time to time by the Board of Directors.

FIFTH. The governing board of this corporation shall be known as directors, and the number of directors may from time to time be increased or decreased in such manner as shall be provided by the bylaws of this corporation, providing that the number of directors shall not be reduced to less than one (1). The name and post office address of the first Board of Directors, which shall be one (1) in number, shall be listed as follows:

TREVOR C. ROWLEY

1475 Terminal Way, Suite E

Reno, NV 89502.

SIXTH. The capital stock, after the amount of the subscription price, or par value, has been paid in, shall not be subject to assessment to pay the debts of the corporation.

SEVENTH. The name and post office address of the Incorporator signing the Articles of Incorporation is as follows:

TREVOR C. ROWLEY

1475 Terminal Way, Suite E

Reno, NV 89502.

EIGHTH. The corporation is to have perpetual existence.

NINTH. Any corporate officer, director, or shareholder of this corporation shall not, in the absence of fraud, be prohibited from dealing with this corporation either as vendor, purchaser or otherwise. A pecuniary interest in any transaction by any such director, shareholder or officer shall not disqualify him in any way from acting in his corporate capacity. No director nor officer, nor any firm, association, or corporation of which he shall be a member, or in which he may be pecuniarily interested in any manner be disqualified from dealing with the corporation as a result of the association. No director nor officer, nor any foreign association, or corporation with which he is connected as aforesaid shall be liable to account to this corporation or its shareholders for any profit realized by him from or though any such transaction or contract, it being the express purpose and intent of the Article to permit this corporation to buy from sell to, or otherwise deal with the partnerships, fu-ms, or corporations of directors and officers of the corporation, or any one or more of them who may have pecuniary interest, and the contracts of this corporation, in the absence of fraud, shall not be void or voidable or affecting in any manner by reason of such position. Furthermore, directors of this corporation may be counted for a quorum of the Board of Directors of this corporation at a meeting even though they may be pecuniarily interested in matters considered at a meeting; any action taken at such a meeting with reference to such matters by a majority of the disinterested directors shall not be void or voidable by this corporation in the absence of fraud.

TENTH. No director or officer of the corporation shall be personally liable to the corporation or any of its stockholders for damages for breach of fiduciary duty as a director or officer or for any act or omission of any such director or officer, however, the foregoing provision shall not eliminate or limit the liability of a director or officer for (a) acts or emissions which involve intentional misconduct, fraud or a knowing violation of law or (b) the payment of dividends in violation of Section 78.300 of the Nevada Revised Statutes. Any repeal or modification of this Article by the stockholders of the corporation shall be prospective only and shall not adversely affect any limitation on the personal liability of a director or officer of the corporation for acts or emissions prior to such repeal or modification.

ELEVENTH. This corporation reserves the right to amend, alter, change or repeal any provision contained in the Articles of Incorporation, in the manner now or hereafter prescribed by statute, or by the Articles of Incorporation, and all rights conferred upon stockholders herein are granted subject to this reservation.

I, THE UNDERSIGNED, being the Incorporator hereinbefore named for the purpose of forming a corporation pursuant to the General Corporation Laws of the State of Nevada, do make and file these Articles of Incorporation, hereby declaring and certifying that the facts herein stated are true, and accordingly have hereunto set my hand this Monday, February 15, 1999.

/S/

TREVOR C. ROWLEY

Incorporator

NOTARIZED

Exhibit 2.2 By-Laws

BY-LAWS OF E INVESTMENTS, INC. a Nevada Corporation

ARTICLE 1. MEETINGS OF STOCKHOLDERS

ANNUAL MEETING

Section 1. The annual meeting of the stockholders of this corporation shall be held at the Nevada offices of the Corporation on April 5 at 1 am/pm each and every year, or at such other places and times as the directors shall from time to time determine. The purpose of this meeting shall be for the election of directors and such other business as may properly come before said meeting. Notice of the time, place an object of such meeting shall be given by publication thereof by serving personally or by mailing at least ten (IO) days prior to such meeting, postage prepaid, a copy of such notice, addressed to each stockholder at his residence or place of business, as the same shall appear on the books of the corporation. No business other than that stated in such notice shall be transacted at such meeting without the unanimous consent of all the stockholders thereat, in person or by proxy.

SPECIAL MEETINGS

Section 2. Special meetings of stockholders, other than those regulated by statute, may be called at any time by the president or by a majority of the directors. It shall also be the duty of the president to call such meetings whenever requested to do so by the holder or holders of the majority share of the capital stock of the corporation. A notice of every meeting stating the time, place and object thereof, shall be given by mailing, postage prepaid, at least ten (10) days before such meeting, a copy of such notice addressed to each stockholder at his post office address as the same appears on the books of the corporation.

QUORUM

Section 3. At all meetings of the stockholders, there shall be present, either in person or by proxy, stockholders owning FIFTY ONE PERCENT (51%) of the capital stock of the corporation in order to constitute a quorum. If a quorum is not present, the stockholders present in person or by proxy may adjourn to such future time as shall be agreed upon by them, and notice of such adjournment shall be mailed, postage prepaid; to each stockholder at least ten (IO) days before such adjourned meeting, but if a quorum is

Present, they may adjourn from day to day as they see fit, and no notice of such adjournment need be given.

VOTING CAPACITY

Section 4. At all meetings of the stockholders, each stockholder shall be entitled to one vote for each share of stock in his own name on the books of the corporation, whether represented in person or by proxy. All proxies shall be in writing and signed.

ORDER OF BUSINESS

Section 5. At all meetings of stockholders the following shall be the order of business so far as is practicable:

1. Calling the roll

2. Reading, correcting, and approving of the minutes of the previous meeting

3. Reports of officers

4. Reports of committees

5. Unfinished business

6. New business

7. Election of directors

8. Miscellaneous business

ARTICLE 11. DIRECTORS

ELECTION

Section 1. The board of directors of this corporation, consisting of a least one (1) person, shall be elected for the term of three years at the annual meeting of stockholders, except as hereinafter otherwise provided for filling vacancies. The directors shall be chosen by a majority vote of the stockholders, voting either in person or by proxy, at such annual election.

VACANCIES

Section 2. Vacancies in the board of directors, occurring during the year, shall be filled for the unexpired term by a majority vote of the remaining directors at any special meeting called for that purpose, or at any regular meeting of the board.

DEATH OR RESIGNATION OF ENTIRE BOARD

Section 3. In case the entire board of directors shall die or resign, any stockholder may call a special meeting in the same manner that the president may call such meetings,

and directors for the unexpired term may be elected at such special meeting in the manner provided for their election at annual meetings.

RULES AND REGULATIONS

Section 4. The directors shall have the general control and management of the business and affairs of the company and shall exercise all the powers that may be exercised or performed by the corporation. The board of directors may adopt such rules and regulations for the conduct of their meetings and management of the affairs of the corporation as they may deem proper, not inconsistent with the laws and statutes of the state of Nevada, the articles of incorporation, or these bylaws. Such management will be by majority vote of the board of directors with each director having an equal vote.

TIME OF MEETING

Section S. The board of directors shall meet regularly at 1 pm, on 5^th day of each month of each and every year, at the office of the company at Reno, Nevada, or at such other places and times as the board of directors shall by resolution appoint. On the request of the president or any director, the secretary shall call a special meeting of the board. The secretary shall give each director at least ten (10) days prior notice of such meeting. Special meetings may also be called by execution of the appropriate waiver of notice as contained in Article VI of these bylaws.

RESOLUTIONS

Section 6. A resolution, in writing, signed by all or a majority of the members of the board of directors, shall constitute action by the board of directors to the effect therein expressed, with the same force and effect as though such resolution had been passed at a duly convened meeting and it shall be the duty of the secretary to record every such resolution in the Minute Book of the corporation under its proper date.

COMMITTEES

Section 7. All committees shall be appointed by the board of directors. The directors may, by majority resolution, designate one or more committees with a director or directors to manage the business or any aspect of the business and to have full powers.

ARTICLE 111. OFFICERS

Section 1. The officers of this corporation shall consist of a president, one or more vice-presidents, secretary, treasurer, resident agent and such other officers as shall be elected or appointed by the board of directors. The salaries of such officers shall be fixed by the board of directors and may be changed from time to time by a majority vote of the board. Each officer shall serve for a ten-n of one (1) year or until their successors are chosen and qualified. Officers may be reelected or reappointed for successive annual terms. Additional officers elected or appointed by the board of directors shall hold their offices for such ten-ns and shall exercise such powers and perform such duties as shall be determined by the board of directors.

DUTIES OF THE PRESIDENT

Section 2. The president shall preside at all meetings of the board of directors, and shall act as temporary chairman at, and call to order all meetings of the stockholders. The president shall sign or countersign all certificates, contracts and other instruments of the corporation as authorized by the board of directors. The president shall have general management of the affairs of the corporation, subject to the board of directors, and shall perform all duties as are incidental to his office or are required of him by the board of directors.

DUTIES OF VICE-PRESIDENT

Section 3. The vice-president shall, in the absence or incapacity of the president, perform the duties of the president and shall have such powers and such duties as may be assigned to him by the board of directors.

DUTIES OF THE SECRETARY

Section 4. The secretary shall keep the minutes of the board of directors, and also the minutes of the meetings of stockholders he shall attend to the giving and serving of all notices of the company, shall have charge of the books and papers of the corporation and shall make such reports and perform such other duties as are incidental to his office and

as the board of directors may direct. The secretary shall be responsible that the corporation complies with Section 78.105 of the Nevada Corporation Laws by supplying to the Nevada resident agent or principal office in Nevada, any and all amendments to the corporations Articles of Incorporation and any and all amendments or changes to the bylaws of the corporation. Also in compliance with Section 78.105 of the same laws, he will also maintain and supply to the Nevada resident agent or principal office in Nevada, a current statement setting forth the name of the custodian of the stock ledger or duplicate stock ledger, and the present and complete post office address, including street and number, if any, where such stock ledger or duplicate stock ledger specified in the section is kept.

DUTIES OF THE TREASURER

Section 5. The treasurer shall have the care and custody of all the funds and securities of the corporation and shall keep regular books of account. He shall disburse the funds of the corporation in payment of the just demands against the corporation, or as may be ordered by the board of directors, making proper such vouchers for such disbursements and shall render to the board of directors or stockholders, as may be required of him, an account of all his transactions as treasurer and of the financial condition of the corporation. He shall perform all other duties as are incidental to his office or as properly required of him by the board of directors.

DUTIES OF THE RESIDENT AGENT

Section 6. The resident agent shall be in charge of the corporations registered or principal office in the state of Nevada, upon whom process against the corporation may be served and shall perform all duties as required of him by statute.

ARTICLE IV. STOCK

Section 1. Certificates of stock shall be in a form approved by the board of directors and shall be consecutively numbered. The name of the person owning the shares represented by each certificate, with the number of such shares and the date of issue, shall be entered on the companys books. The president and secretary shall sign all certificates of stock issued by the corporation. All certificates of stock transferred by endorsement therein shall be surrendered by cancellation and new certificates issued to the purchaser or assignee.

ARTICLE V. INDEMNIFICATION OF OFFICERS AND DIRECTORS Section 1. The corporation shall indemnify any and all of its directors or officers or former directors or officers or any person who may have served at its request as a director or officer of another corporation in which it owns shares of capital stock or of which it is a creditor against expenses actually and necessarily incurred by them in connection with the defense of any action, suit or proceeding in which they, or any of them, are made parties, or a party, by reason of being or having been directors or officers or a director or officer of the corporation, or of such other corporation, except, in relation to matters as to which any such director or officer or former director or officer or person shall be adjudged in such action, suit or proceeding to be liable for negligence or misconduct in the performance of duty. Such indemnification shall not be deemed exclusive of any other rights to which those indemnified may be entitled under by-law, agreement, vote of stockholders or otherwise.

ARTICLE VI. WAIVER OF NOTICE

Section 1. Whenever, under the provisions of these bylaws or of any of the corporate laws, the stockholders or directors are required to give notice or allow a lapse of time after such notice for authorization to hold a meeting, such meeting may be held without such notice and without such lapse of time by execution of the appropriate waiver of notice by a majority of the directors of the corporation.

ARTICLE VII. AMENDMENTS

Section 1. These bylaws may be amended at any stockholders meeting by a vote of the stockholders owning a majority of the stock, represented either in person or by proxy, provided the proposed amendment is included in the notice of such meeting. The board of directors may amend the bylaws or adopt additional bylaws, but shall not alter or repeal any bylaws adopted by the stockholders of the corporation. A copy of any amended bylaws shall be sent to each stockholder and to the resident agent within ten (IO) days after the adoption of the same.

CERTIFIED TO BE THE BY-LAWS OF: E INVESTMENTS, INC.

BY: /S/

Secretary

Exhibit 6.1 Consulting Agreement with Libal

RESOLUTION OF THE BOARD DIRECTORS

OF

E INVESTMENTS, INC.,

A Nevada Corporation

I, the undersigned, being all of the Directors of E INVESTMENTS, INC., a Nevada corporation, having met and discussed the business herein set forth, have Unanimously

RESOLVED, that

We except following cash investment from:

Dr. Sarka Krizala	$ U.S. 7,000 (for 140,000 shares)
Jan Libal	$ U.S. 9,000 (for 180,000 shares)
Jana Fiala	$ U.S. 3,000 (for 30,000 shares)

After consideration we come to the conclusion that start up Pre-production capital will be required in the range of $60,000 (U.S.) To $70,000(U.S.)

We will employ Mr. Jan Libal as the consultant for a period of one year. He will be compensated for his services to a maximum of $ 3,000 (U.S.) Per month plus traveling expenses. His duty to the corporation will be: Negotiating contracts with private and government agencies for supply of wood, sale contracts for our finished products, assist with prospectus listing requirements, locate equipment and assist with stock management when the corporation achieves public status.

DATED this 18^th Day of March, 1999

/S/

DIRECTOR IN TOTO

SIGNATURES

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

Arbor, Inc.

Date: January 20, 2000 By:

Joginder Brar, President