Edgar Filing: INVESTMENT AGENTS INC

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

AMENDMENT NUMBER 5 TO

FORM SB-2

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

INVESTMENT AGENTS, INC.
-----------------------
(Exact name of registrant as specified in its chapter)

6767 W. Tropicana Boulevard, Suite 207, Las Vegas, NV 89103-4754
----------------------------------------------------------------
(Address of Principal executive offices and principal
place of business)

Telephone: (702) 248-1027

Ronald J. Stauber, Esq.
1880 Century Park East, Suite 300
Los Angeles, California 90067
-----------------------------
(Name and address of Agent for Service)

Nevada 7371 88-0467944
-------------- -------------------------- ------------
State of Primary Standard Industrial IRS Employer
Incorporation Classification Code Number Identification
Number

Approximate date of commencement of proposed
sale to the public: As soon as practicable after the
effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, as amended (the "Securities Act"), check the following box: [X]

If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration number of the earlier effective registration
statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

-1-

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]

CALCULATION OF REGISTRATION FEE

=====================================================================================
Proposed
maximum
Title of class of Amount offering Proposed Amount of
securities to be to be price per maximum registra-
registered registered share aggregate(1) tion Fee
-------------------------------------------------------------------------------------

common stock, 620,000 $ 1.00 $620,000 $ 160.00
$.001 par value
-------------------------------------------------------------------------------------

Total Registration Fee $ 160.00
=====================================================================================

(1) Estimated solely for the purpose of calculating the registration fee.

The registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.

-2-

COVER PAGE

The information in this prospectus is not complete and may be changed.
The selling security holders may not sell these securities until the
registration statement filed with the Securities and Exchange Commission is
effective. This prospectus is not an offer to sell these securities and it is
not soliciting an offer to buy these securities in any state where the offer or
sale is not permitted.

INVESTMENT AGENTS, INC.

620,000 shares of common stock

This prospectus relates to the initial offer and sale of 620,000
shares of our common stock by the holders of these securities, referred to as
selling security holders throughout this document. The selling security holders
are selling all the shares and no offering price has been established for the
sale to the public. Each selling security holder will sell the shares in
separate transactions at prices to be negotiated at that time. Although a
specific price cannot be determined at this time, we have estimated a price
range for the sale of the shares to be $0.10 - $1.00. However, there can be no
guarantee or assurance given that this will be the share price at any given time
in the future.

The selling security holders will determine when they will sell their
shares. Although we have agreed to pay the expenses related to the registration
of the shares being offered, we will not receive any proceeds from the sale of
the shares.

There is no public market for our securities. There can be no
assurance that our common stock will ever be quoted on any quotation medium or
that any market for our stock will ever develop.

THESE SECURITIES INVOLVE A HIGH DEGREE OF RISK AND SHOULD BE
CONSIDERED ONLY BY PERSONS WHO CAN AFFORD THE LOSS OF THEIR ENTIRE INVESTMENT.
SEE "RISK FACTORS" BEGINNING ON PAGE 10.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE
SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.

During the offering period, we are required to update this prospectus
to reflect any facts or events arising after the effective date of the
registration statement filed with the

-3-

Securities and Exchange Commission that represent a fundamental change in the
information set forth in the registration statement.

Underwriting Proceeds to
Number of Offering Discounts & the Selling
Shares Price Commissions Security Holders(1)(2)
=======================================================================================

Per Share 1 $1.00 $0.00 $1.00
---------------------------------------------------------------------------------------

Total 620,000(2) $625,000.00 $0.00 $620,000.00
=======================================================================================

(1) A price range has been estimated at between $0.10 and $1.00 per share. All
expenses will be paid by the Company.

(2) The table indicates that all of the securities held by the selling security
holders will be available to be sold at $1.00 per share. However,
securities may be retained by any of the selling security holders, and
therefore, no accurate forecast can be made as to the number of shares that
will be retained by the selling security holders upon termination of the
offering.

The date of this prospectus is January ___, 2002, subject to
completion.

-4-

PROSPECTUS

TABLE OF CONTENTS

Page

Part I - Information Required in Prospectus

1. Front Cover Page of Prospectus
2. Inside Front and Outside Back Cover
Pages of Prospectus
3. Summary Information
Risk Factors
4. Use of Proceeds
5. Determination of Offering Price
6. Dilution
7. Selling Security Holders
8. Plan of Distribution
9. Legal Proceedings
10. Directors, Executive Officers,
Promoters and Control Management
11. Security Ownership of Certain
Beneficial Owners and Management
12. Description of Securities
13. Interest of Named Experts and Counsel
14. Disclosure of Commission Position
on Indemnification
for Securities Act Liabilities
15. Organization Within Last Five Years
16. Description of Business
17. Plan of Operation
18. Description of Property
19. Certain Relationships and Related
Transactions
20. Market for Common Equity and Related
Stockholder Matters
21. Executive Compensation
22. Financial Statements
23. Changes in and Disagreements with
Accountants on Accounting and
Financial Disclosure

Part II - Information Not Required in Prospectus

24. Indemnification
25. Other Expenses of Issuance and Distribution
26. Recent Sales of Unregistered Securities
27. Exhibits
28. Undertakings

Signatures

-5-

SUMMARY INFORMATION

This is a summary and the information is selective, it does not
contain all information that may be important to you. The summary highlights the
more detailed information and financial statements appearing elsewhere in this
document. It is only a summary. We urge you to read the entire prospectus
carefully. Your attention is specifically called to the risk factors beginning
on page 10 and the financial statements and the explanatory notes before making
any investment decision.

Our Company: We are a development stage company and we were incorporated
in Nevada on August 8, 1996. Our principal executive offices
are located at 6767 West Tropicana Avenue, Suite 207, Las
Vegas, Nevada 89103-4754. Our telephone number is (702)
248-1027.

Our Business: We are a service organization and we collect a selling
commission for referring customers who purchase Verio,
Inc.'s ("Verio") domain registration services, web hosting
services and e-commerce services.

We have been appointed as a non-exclusive authorized sales
representative in the United States to solicit sales of
Verio's services. We are an independent contractor and we
participate in what is known as Verio's Web Agent Referral
Program ("WARP Program"). We make residual income for
referring business to Verio. Our agreement commenced as of
April 19, 2001 and remains in effect for two years unless
terminated pursuant to the provisions of the agreement. We
may request up to three one year extensions of the
agreement.

We can direct our customers to visit our web site to place
orders or we can place orders on behalf of our customers or
visitors can access our web site which allows them to place
orders directly. The visitors are tracked through our site
so when a visitor places an order on our page, we receive a
commission for the sale after payment to Verio.

Although we consider our web site "under construction," the
web site is available to be accessed on the world wide web.
We have defined "under construction" to mean that we
intended to make substantive changes or improvements to the
web site.

-6-

Verio: Verio is a large web hosting company and a provider of
comprehensive internet services. Although potential
customers could go directly to Verio (or any other third
party) provider of domain registration services, web hosting
services and e-commerce services, we believe that the so-
called low end, entry level services which we market,
through Verio's web agent referral program ("WARP"),
constitutes a less competitive niche wherein we may be able
to achieve residual income for referring customers to Verio
through the use of a user friendly web site.

The Offering: As of December 31, 2001, we had 1,970,000 shares of our
common stock outstanding. This offering is comprised of
securities offered by selling security holders only. We will
borrow funds from our management to pay the offering
expenses.

Offering Price: A price range, if and when, the selling security holders
sell the shares of common stock has been estimated at $0.10
to $1.00. However, the selling security holders will be
solely responsible to determine, if and when and how, they
sell their shares and the price for the shares. Therefore,
the offering price will be determined by market factors and
the independent decisions of the selling security holders.

Termination of the
Offering: The offering will conclude when all of the 620,000 shares of
common stock have been sold or the shares no longer need to
be registered to be sold or we decide to terminate the
registration of the shares.

No Public Market: There is no established public market for the shares of
common stock. If and when a trading market develops and any
sale is consummated to be different than the estimated price
range of $0.10 to $1.00, we will report such sale on:

- A prospectus supplement, if within 20% of the
estimated range; or

- A post-effective amendment, if more than 20% of
the estimated range.

If and when a market develops, we will file a post-effective
amendment to revise the cover page and plan of distribution
to reflect the current market prices of the shares.

We plan to seek a listing on the Over-The-Counter Bulletin
Board once our registration statement has cleared comments.
There is no assurance that we will be granted a listing. If
we are granted a listing, there is no assurance that a
market for the shares of common stock will develop. If a
market develops, there can be no assurances that the price
of the shares in the market will be equal to or greater than
the price per share investors pay in this offering; in fact,
the price of our shares in any market that may develop could
be significantly lower.

We Will
Receive
No Proceeds: Although we have agreed to pay all offering expenses, we
will not receive any proceeds from the sale of the
securities. We anticipate offering expenses of approximately
$21,000.

We May Not
be Able to
Continue
as a Going
Concern: Our auditor has prepared our financial statements assuming
that we will continue as a going concern and he has issued a
qualified report. The financial statements contemplate the
realization of assets and the liquidation of liabilities in
the normal course of business. Currently, however, we do not
have sufficient cash or other material assets nor do we have
sufficient operations or a sufficient source of revenue to
cover our operational costs which would allow us to continue
as a going concern. The officers and directors (majority
shareholders) have committed to advancing us funds for
limited operating costs incurred.

Financial
Condition: We currently have $11,700 in prepaid expenses and an account
receivable of $49 which constitutes our total assets. We
have no liquid current assets and we have received no
revenue from operations.

-7-

Our web site has been accessed by visitors and we may have
sales pending. Our loss from inception through November 30,
2001 is $14,340. Without the implementation of any marketing
plan, our current "burn rate" is less than $80 per month.
Upon implementation of our marketing plan, we expect that
our "burn rate" will increase to approximately $800 per
month. Not to exceed $500 per month will be expended for
maintaining our web site and for the strategic listing of
our website with major search engines. The balance of
approximately $300 will be utilized in connection with
establishing reciprocal click-through agreements with
complementary website and for the expenses of having us
comply with the federal securities laws.

The officers and directors have agreed to fund our "burn
rate," pay all offering expenses and expenses of having us
comply with the federal securities laws (and being a public
company) and have orally agreed to extend, if required, a
"line of credit" in the amount of $10,000, without interest,
to implement our marketing plan. The line of credit will
expire on August 31, 2002 and repayment for advances will be
due on August 31, 2003. As of the date hereof, no funds have
been drawn down on the line of credit. These agreements may
not be enforceable.

Although we may need additional financing, we have no plans,
proposals, arrangements or understandings with respect to
the sale or issuance of additional securities or the
obtaining of additional loans or financial accommodations.

As we are deemed to be a development stage company, we have
a net loss and may not be profitable in the future. If we do
not achieve any revenue growth sufficient to absorb our
planned expenditures, we could experience additional losses
in future periods. These losses or fluctuations in our
operating results could cause you to have the financial risk
of losing your entire investment.

Our
Competitive
Disadvantage: We face competition from many entities providing services
similar to ours. The market for the providing of domain
registration and web service

-8-

hosting is extremely competitive, highly fragmented, and has
no substantial barriers to entry. Verio is also a direct
competitor of ours. Our unproven market strategy will
include the strategic listing of our website with major
search engines so our customers can find us and will include
reciprocal click-through agreements with complementary
websites who may refer customers to our website. Although we
are reliant upon Pamela Ray Stinson, our president, for
implementing our marketing strategy, the limited part-time
contribution of her time may not be sufficient for us to
implement our marketing strategy. Domain registration
services supplied by competitors are substantially identical
in nature but web hosting services can be more specialized.

With customers obtained and secured only through the
internet, with the ability to have a customer talk directly
to one of our representatives (supplied through Verio), with
the emphasis on the low-end entry level market, we believe
that we will have an ability to generate revenues from
customers registering domain names and/or utilizing Verio's
web hosting services. However, there is no assurance that
will be able to compete effectively in the low-end entry
level service market when we have management that lacks
relevant business experience and with one part-time
employee, Pamela Ray Stinson, who will be devoting limited
time to our efforts. We may not have market acceptance of
our services and the limited experiences and part-time
effort of Pamela Ray Stinson puts us at a competitive
disadvantage and our makes future uncertain.

-9-

RISK FACTORS

In addition to the other information in this prospectus, the following
risk factors should be considered carefully in evaluating our business before
purchasing any of our shares of common stock. A purchase of our common stock is
speculative and involves a lot of risks. No purchase of our common stock should
be made by any person who is not in a position to lose the entire amount of his
investment.

1. An investment in our shares of common stock involves a high degree of risk
and you may lose your entire investment.

We have no operating history nor have we received any revenues or
earnings from operations. We have no significant assets or financial resources.
We will, in all likelihood, sustain operating expenses without corresponding
revenues, at least until we have generated substantial revenues from customers
registering domain names and/or utilizing web hosting services.

2. Unless we obtain loans or additional funding, we may not be able to
continue as a going concern.

Our auditor's going concern opinion and the notation in the financial
statements indicate that we do not have significant cash or other material
assets and that we are relying on advances from stockholders, officers and
directors to meet limited operating expenses. Our financial statements do not
include any adjustments relating to the recoverability and classification of
asset carrying amounts and classification of liabilities that might result
should we be unable to continue as a going concern. Our loss from inception
through November 30, 2001 is $14,340.

Although we may need additional financing, we have no plans,
proposals, arrangements or understandings with respect to the sale or issuance
of additional securities or the obtaining of additional loans or financial
accommodations.

Without the implementation of any marketing plan, our current "burn
rate" is less than $80 per month. Upon implementation of our marketing plan, we
expect that our "burn rate" will increase to approximately $800 per month. Not
to exceed $500 per month will be expended for the strategic listing of our
website with major search engines. The balance will be utilized in connection
with establishing reciprocal click-through agreements with complementary website
and for the expenses of having us comply with the federal securities laws. The
officers and directors have agreed to fund our "burn rate," pay all offering
expenses and expenses of having us comply with the federal securities laws (and
being a public company) and have orally agreed to extend, if required, a "line
of credit" in the

-10-

amount of $10,000, without interest, to implement our marketing plan. The line
of credit will expire on August 31, 2002. Each advance under the line of credit
will be evidenced by a non-interest bearing promissory note, all due and
payable on August 31, 2003. Although we expect to generate sufficient revenues
to repay the line of credit before August 31, 2003, it is impossible at this
time for us to predict the amount of our revenues. The officers and directors
have agreed among themselves that the repayment of the line of credit will not
impede, or be made conditional in any manner, to the continuous implementation
of our marketing plan. As of the date hereof, no funds have been drawn down on
the line of credit. These agreements may not be enforceable.

If we do not secure the loans (or raise additional capital if the
loans are not forthcoming), you may lose your entire investment.

3. We currently commenced business operations and have no current operating
history which makes an evaluation of us difficult.

We have no operating history and we did not have any business prior to
our organization. As of December 31, 2001, we had incurred losses and we expect
losses to continue. There is nothing at this time on which to base an assumption
that our business plan will prove successful, and there is no assurance that we
will be able to operate profitably. You should not invest in this offering
unless you can afford to lose your entire investment.

4. Our success is dependent on management which has other full time
employment, has limited experience and will only devote limited part time
working for us which makes our future even more uncertain.

As compared to many other public companies, we do not have any depth
of managerial and technical personnel. Our management has no experience with the
domain registration and web hosting business. Furthermore, our officers and
directors will not be employed by us as they are involved with other businesses
and have other interests which could give rise to conflicts of interest with
respect to the business of and the amount of time devoted to our business.

5. In addition to having no full time management and lack of experience in the
domain registration and web hosting business, if we lose Pamela Ray
Stinson, our business would be impaired.

Our success is heavily dependent upon the continued participation of
our president, Pamela Ray Stinson. Loss of her

-11-

services could have a material adverse effect upon our business development. We
do not maintain "key person" life insurance on Pamela Ray Stinson's life. We do
not have a written employment agreement with Pamela Ray Stinson. There can be no
assurance that we will be able to recruit or retain other qualified personnel,
should it be necessary to do so.

6. Our officers and directors are the principal stockholders and will be able
to approve all corporate actions without your consent and will control our
Company.

Our principal stockholders Pamela Ray Stinson, Ramon Robert Acha and
Joseph Panganiban currently own approximately 68.5% of our common stock. They
will have significant influence over all matters requiring approval by our
stockholders, but not requiring the approval of the minority stockholders. In
addition, they are directors and will be able to elect all of the members of our
board of directors, allowing them to exercise significant control of our affairs
and management. In addition, they may transact most corporate matters requiring
stockholder approval by written consent, without a duly-noticed and duly-held
meeting of stockholders.

7. We face competition from other entities providing services similar to ours;
accordingly, we may not be able to compete effectively with other selling
organizations and with other entities providing services similar to ours.

We will face intense competition in all aspects of the internet
business. The market for the providing of domain registration and web service
hosting is extremely competitive and highly fragmented. There are no substantial
barriers to entry and we expect that competition will continue to intensify. The
primary competitive factors determining success in this market are a reputation
for reliability and service, effective customer support, and pricing. Our
affiliate sales relationship with Verio will assist us in competing. However,
our competition may offer convenience and customer service superior to ours. In
addition, these companies may have better marketing and distribution channels.
There can be no assurance that we will be able to compete effectively in this
highly competitive industry, which could have a material impact upon market
acceptance of our services.

8. Our plan of operation may incorporate estimates rather than actual
figures. Our plan of operation and the implementation of our plan of
operation assume that our estimates are correct, however, the actual
results may differ materially and adversely when the actual figures are
determined.

-12-

The discussion of our plan of operation is management's best estimate
and analysis of the potential market, opportunities and difficulties that we
face. There can be no assurances that the underlying assumptions accurately
reflect our opportunities and potential for success. Competitive and economic
forces make forecasting of revenues and costs difficult and unpredictable.

9. You will receive no dividends on your investment.

We have never paid dividends. We do not anticipate declaring or paying
dividends in the foreseeable future. Our retained earnings, if any, will finance
the development and expansion of our business. Our dividends will be at our
board of directors' discretion and contingent upon our financial condition,
earnings, capital requirements and other factors. Future dividends may also be
affected by covenants contained in loan or other financing documents we may
execute. Therefore, there can be no assurance that cash dividends of any kind
will ever be paid.

10. If we issue future shares, present investors' per share value will be
diluted.

We are authorized to issue a maximum of 25,000,000 shares of common
shares. As of December 31, 2001, there were 1,970,000 shares issued and
outstanding. The board of directors' authority to issue common stock without
shareholder consent may dilute the value of your common stock.

11. Our common stock has no public market and the value may decline after the
offering.

There is no established public trading market or market maker for our
securities. There can be no assurance that a market for our common stock will be
established or that, if established, a market will be sustained. Therefore, if
you purchase our securities you may be unable to sell them. Accordingly, you
should be able to bear the financial risk of losing your entire investment.

12. Our common stock may never be public traded and you may have no ability to
sell the shares.

We plan to seek a listing on the Over The Counter ("OTC") Bulletin
Board once our registration statement has cleared comments. We will contact a
market maker to seek the listing on our behalf.

Only market makers can apply to quote securities. Market makers who
desire to initiate quotations in the OTC Bulletin Board system must complete an
application (Form 211) and by doing so, will have to represent that it has
satisfied all

-13-

applicable requirements of the Securities and Exchange Commission Rule 15c2-11
and the filing and information requirements promulgated under the National
Association of Securities Dealers' ("NASD") Bylaws. The OTC Bulletin Board will
not charge us with a fee for being quoted on the service. NASD rules prohibit
market makers from accepting any remuneration in return for quoting issuers'
securities on the OTC Bulletin Board or any similar medium. We intended to be
subject to the reporting requirements of the Securities Exchange Act of 1934, as
amended, and, as such, we may be deemed compliant with Rule 15c2-11. The NASD
Regulators, Inc. will review the market maker's application and if cleared, it
cannot be assumed by any investor that any federal, state or self-regulatory
requirements other than certain NASD rules and Rule 15c2-11 have been considered
by the NASD Regulation, Inc. Furthermore, the clearance should not construed by
any investor as indicating that the NASD Regulation, Inc., the Securities and
Exchange Commission or any state securities commission has passed upon the
accuracy or adequacy of the documents contained in the submission.

We have not contacted any market maker for sponsorship of our shares
on the OTC Bulletin Board.

The OTC Bulletin Board is a market maker or dealer- driven system
offering quotation and trading reporting capabilities - a regulated quotation
service - that displays real-time quotes, last-sale prices, and volume
information in OTC equity securities. The OTC Bulletin Board securities are not
listed and traded on the floor of an organized national or regional stock
exchanges. Instead, OTC Bulletin Board securities transactions are conducted
through a telephone and computer network connecting market makers or dealers in
stocks.

If we are unable to obtain a market maker to sponsor our listing, we
will be unable to develop a trading market for our common stock. We may be
unable to locate a market maker that will agree to sponsor our securities. Even
if we do locate a market maker, there is no assurance that our securities will
be able to meet the requirements for a quotation or that the securities will be
accepted for listing on the OTC Bulletin Board.

13. If our common stock does not meet blue sky resale requirements, you may be
unable to resell your securities.

The common stock being offered must meet the blue sky resale
requirements in the states in which the proposed purchasers reside. If we are
unable to qualify the securities offered and there is no exemption from
qualification in certain states, the holders of the securities or the purchasers
of the securities may be unable to sell them.

-14-

14. Our shareholders may face significant restrictions on the resale of our
common stock due to state "blue sky" laws.

There are state regulations that may adversely affect the
transferability of our common stock. We have not registered our common stock for
resale under the securities or "blue sky" laws of any state. We may seek
qualification or advise the selling securities holders of the availability of an
exemption. We are under no obligation to register or qualify our common stock in
any state or to advise the selling shareholders of any exemptions.

Current shareholders, and person who desire to purchase the common
stock in any trading market that may develop in the future, should be aware that
there might be significant state restrictions upon the ability of new investors
to purchase the securities.

Blue sky laws, regulations, orders, or interpretations place
limitations on offerings or sales of securities by "blank check" companies or in
"blind-pool" offerings, or if such securities represent "cheap stock" previously
issued to promoters or others. We are not a "blank check" or "blind pool"
company. The selling security holders, because they originally paid $.001 for
each share, may be deemed to hold "cheap stock." These limitations typically
provide, in the form of one or more of the following limitations, that such
securities are:

(a) Not eligible for sale under exemption provisions permitting sales
without registration to accredited investors or qualified purchasers;

(b) Not eligible for the transaction exemption from
registration for non-issuer transactions by a registered broker-
dealer;

(c) Not eligible for registration under the simplified small corporate
offering registration (SCOR) form available in many states;

(d) Not eligible for the "solicitations of interest"
exception to securities registration requirements available in
many states;

(e) Not permitted to be registered or exempted from registration, and
thus not permitted to be sold in the state under any circumstances.

Virtually all 50 states have adopted one or more of these limitations,
or other limitations or restrictions affecting the sale or resale of stock of
blank check companies or

-15-

securities sold in "blind pool" offerings or "cheap stock" issued to promoters
or others. Specific limitations on such offerings have been adopted in:

Alaska Nevada Tennessee
Arkansas New Mexico Texas
California Ohio Utah
Delaware Oklahoma Vermont
Florida Oregon Washington
Georgia Pennsylvania
Idaho Rhode Island
Indiana South Carolina
Nebraska South Dakota

Any secondary trading market which may develop, may only be conducted
in those jurisdictions where an applicable exemption is available or where the
shares have been registered.

15. Our common stock may be subject to significant restriction on resale due to
federal penny stock restrictions.

The Securities and Exchange Commission has adopted rules that regulate
broker or dealer practices in connection with transactions in penny stocks.
Penny stocks generally are equity securities with a price of less than $5.00
(other than securities registered on certain national securities exchanges or
quoted on the Nasdaq system, provided that current price and volume information
with respect to transactions in such securities is provided by the exchange
system). The penny stock rules require a broker or dealer, prior to a
transaction in a penny stock not otherwise exempt from the rules, to deliver a
standardized risk disclosure document prepared by the Securities and Exchange
Commission that provides information about penny stocks and the nature and level
of risks in the penny stock market. The broker or dealer also must provide the
customer with bid and offer quotations for the penny stock, the compensation of
the broker or dealer, and its salesperson in the transaction, and monthly
account statements showing the market value of each penny stock held in the
customer's account. The penny stock rules also require that prior to a
transaction in a penny stock not otherwise exempt from such rules, the broker or
dealer must make a special written determination that a penny stock is a
suitable investment for the purchaser and receive the purchaser's written
agreement to the transaction.

These disclosure requirements may have the effect of reducing the
level of trading activity in any secondary market for our stock that becomes
subject to the penny stock rules, and accordingly, customers in our securities
may find it difficult to sell their securities, if at all.

-16-

USE OF PROCEEDS

We will not receive any proceeds from the sale of the securities by
the selling security holders.

DETERMINATION OF OFFERING PRICE

At present, there is no established public market or market maker for our shares
of common stock. As a result, the offering price and other terms and conditions
relating to our shares have been arbitrarily determined by us and do not bear
any relationship to assets, earnings, book value, or any other objective
criteria of value. In addition, no investment banker, appraiser, or other
independent third party has been consulted concerning the offering price for the
shares or the fairness of the offering price range estimated for the shares.

Each selling security holder will be able to set the timing for the sale of
their shares, which may be based among many factors including price, of which
there currently is no method of determining.

DILUTION

We are not registering any unissued shares in this registration
statement. The shares offered for sale by the selling security holders are
already outstanding and, therefore, do not contribute to dilution.

SELLING SECURITY HOLDERS

The securities are being sold by the selling security holders named
below. However, any or all of the securities listed below may be retained by any
of the selling security holders, and therefore, no accurate forecast can be made
as to the number of securities that will be held by the selling security holders
upon termination of this offering. The selling security holders may offer their
shares for sale on a continuous or delayed basis pursuant to Securities and
Exchange Commission Rule 415.

The shares owned by the selling security holders are being registered
and subject to Securities and Exchange Commission Rule 415 which rule applies to
delayed and continuous offerings and sales of securities. In regard to the
shares offered under Rule 415, we have given certain undertakings in Part II of
registration statement which, in general, commits us to keep this registration
statement current during any period in which offers or sales are make pursuant
to Rule 415.

The table indicates that all the securities will be available for
resale after the offering. The selling security holders listed in the table have
sole voting and investment powers with respect to the securities indicated. We
will not receive any proceeds from the sale of the securities.

-17-

Amount
Relationship Beneficially Percentage
Name With Issuer(1)(2) Owned Owned
---------------------------------------------------------------------------------

Bonita R. Alvarez 20,000 .001
Leigh Ann Miller 25,000 .001
Mark Horey 25,000 .001
Brian Evans 30,000 .0015
Elizabeth Evans 30,000 .0015
David Phillipson 30,000 .0015
Terri J. Russo 25,000 .001
Timothy Stephan Shellans 40,000 .002
Carol Suzanne Collins 30,000 .0015
David W. Wiedeman 30,000 .0015
Tricia A. Willis 20,000 .001
Deborah J. Koeberl 30,000 .0015
Anita T. Panganiban 30,000 .0015
Larry Worlitz 30,000 .0015
Gary W. Koeberl 30,000 .0015
Robert Lee Collins 20,000 .001
Loretta A. Inglish 20,000 .001
David Henry O'Dear 25,000 .001
Mary Jo O'Dear 25,000 .001
Charles L. Jones 40,000 .002
Grace M. Jones 40,000 .002
Laree E. Jones 25,000 .001

(1) There is no material relationship between any selling security holder
within the past three years with us or any of our affiliates. There is no
predecessor to us.

(2) Joseph Panganiban and Anita T. Panganiban, Brian Evans and Elizabeth Evans,
Robert Lee Collins and Carol Suzanne Collins, Gary W. Koeberl and Deborah
J. Koeberl, David Henry O'Dear and Mary Jo O'Dear, Charles L. Jones and
Grace M. Jones are husband and wife. Ramon Robert Acha is the significant
other of Pamela Ray Stinson. Charles L. Jones is the father of Laree E.
Jones. Grace M. Jones is the mother of Laree E. Jones.

We intend to seek qualification or advise the selling securities
holders of the availability of an exemption from qualification for sale of the
securities in those states that the securities will be offered. That
qualification or exemption is necessary to resell the securities in the public
market and only if the securities are qualified for sale or are exempt from
qualification in the states in which the selling shareholders or proposed
purchasers reside. If no exemptions are available, there is no assurance that
the states in which we will seek qualification will approve of the security
resales.

-18-

PLAN OF DISTRIBUTION

The securities being offered may be sold by the selling security
holders or by those to whom such shares are transferred. We are not aware of any
underwriting arrangements that have been entered into by the selling security
holders. The distribution of the securities by the selling security holders may
be effected in one or more transactions that may take place in the
over-the-counter market, including broker's transactions, privately negotiated
transactions or through sales to one or more dealers acting as principals in the
resale of these securities.

Any of the selling security holders, acting alone or in concert with
one another, may be considered statutory underwriters under the Securities Act
of 1933, as amended, if they are directly or indirectly conducting an illegal
distribution of the securities on behalf of our corporation. For instance, an
illegal distribution may occur if any of the selling securities holders provide
us with cash proceeds from their sales of the securities. If any of the selling
shareholders are determined to be underwriters, they may be liable for
securities violations in connection with any material misrepresentations or
omissions made in this prospectus.

If our Company or its management receives proceeds from the sales of
the securities by the selling security shareholders, those persons may have
conducted an illegal distribution of our securities and may be deemed
underwriters. Accordingly, they will have liability for any material
misrepresentations or omissions in this document and otherwise in the offer and
sale of securities.

In addition, the selling security holders and any brokers and dealers
through whom sales of the securities are made may be deemed to be "underwriters"
within the meaning of the Securities Act of 1933, as amended, and the
commissions or discounts and other compensation paid to such persons may be
regarded as underwriters' compensation.

We have informed the selling security holders that, in
"over-the-counter" transactions, if a broker-dealer buys for his own account
from his customer, or sells for his own account to his customer, he shall buy or
sell at a price which is fair, taking into consideration all relevant
circumstances, including market conditions with respect to such security at the
time of the transaction, the expense involved, and the fact that he is entitled
to a profit; and if he acts as agent for his customer in any such transaction,
he shall not charge his customer more than a fair commission or service charge,
taking into consideration all relevant circumstances, including market
conditions with respect to such security at the time of the transaction, the
expense of executing the order and the value of any service he may have rendered
by reason of his experience in and knowledge of such security and the market
therefor. In no circumstances, however, in connection with the securities being
registered pursuant to Securities and Exchange Commission Rule 415, shall any
NASD member firm or independent broker-dealer be permitted to receive a
commission or discount greater than eight (8%) percent for the sale of the
security.

In addition to, and without limiting each of the selling security
holders and any other person participating in a distribution will be affected by
the applicable provisions of the Securities Exchange Act of 1934, as amended,
including, without limitation, Regulation M, which may limit the timing of
purchases and sales of any of the securities by the selling security holders or
any such other person.

Under the Securities Exchange Act of 1934, as amended, and the
regulations thereunder, any person engaged in a distribution of the shares of
our common stock offered by this

-19-

prospectus may not simultaneously engage in market making activities with
respect to our common stock during the applicable "cooling off" periods prior to
the commencement of such distribution. Also, the selling security holders are
subject to applicable provisions which limit the timing of purchases and sales
of our common stock by the selling security holders.

We have informed the security holders that, during such time as they
may be engaged in a distribution of any of shares we are registering by this
registration statement, they are required to comply with Regulation M. In
general, Regulation M precludes any selling security holder, any affiliated
purchasers and any broker-dealer or any other person who participates in a
distribution from bidding for or purchasing, or attempting to induce any person
to bid for or purchase, any security which is the subject of the distribution
until the entire distribution is complete. Regulation M defines a "distribution"
as an offering of securities that is distinguished from ordinary trading efforts
and selling methods. Regulation M also defines a "distribution participant" as
an underwriter, prospective underwriter, broker, dealer, or other person who has
agreed to participate or who is participating in a distribution.

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

There can be no assurances that the selling security holders will sell
any or all of the securities. In order to comply with state securities laws, if
applicable, the securities will be sold in jurisdictions only through registered
or licensed brokers or dealers. In various states, the securities may not be
sold unless these securities have been registered or qualified for sale in such
state or an exemption from registration or qualification is available and is
complied with. Under applicable rules and regulations of the Securities Exchange
Act of 1934, as amended, any person engaged in a distribution of the securities
may not simultaneously engage in market-making activities in these securities
for a period of one or five business days prior

-20-

to the commencement of such distribution.

All of the foregoing may affect the marketability of the securities.
We have agreed with the selling securities holders that we will pay all the fees
and expenses incident to the registration of the securities, other than the
selling security holders' commissions, if any, which is to be paid by the
selling security holders.

LEGAL PROCEEDINGS

We are not aware of any pending or threatened legal proceedings which
involve the Company.

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS

(a) Directors and Officers.

Our bylaws currently provide that we shall have a minimum of there
directors on the board at any one time. Vacancies are filled by a majority vote
of the remaining directors then in office. The directors and executive officers
of the Company are as follows:

Name and Address Age Positions Held
---------------- --- --------------

Pamela Ray Stinson 47 President/Director

Ramon Robert Acha 49 Secretary/Treasurer
Director

Joseph H. Panganiban 57 Director

Pamela Ray Stinson, Ramon Robert Acha and Joseph H. Panganiban will
serve as the directors until our next annual shareholder meeting to be held
within 120 days after the close of our fiscal year's or until a successor is
elected who accepts the position. Directors are elected for one-year terms.

Pamela Ray Stinson

From 1999 to the present, Ms. Stinson was the Business Manager for
Family Auto Sales. She is responsible for the managing of daily financial and
business functions of a large automotive dealership. From 1994 to 1999, Ms.
Stinson was the Business Manager at the University of Redlands. She was
responsible for managing the daily business functions of the school.

-21-

Ramon Robert Acha

From 1995 to the present, Mr. Acha has been the Lease and Fleet
Manager of Valley High Honda & Toyota. He is responsible for supervising all
leasing and fleet automotive transactions.

Joseph H. Panganiban

From 1970 to the present, Mr. Panganiban has had thirty years of
experience in the photo developing equipment business. He is currently the vice
president for Noritsu America Corp. He has worked in the areas of sales,
marketing and management. Currently he is a liaison to mass merchants promoting
on-site photo finishing utilizing wholesale photo labs using Noritsu equipment.
In 1999 Kodak Processing Labs named him as their 1998 Vendor of the Year for
representing Noritsu America Corp. with Distinction and Excellence. He was the
first recipient to receive this award.

(b) Significant Employees.

Other than Pamela Ray Stinson, there are no employees who are expected
to make a significant contribution to our Company.

There are no family relationships among our officers, directors, or
persons nominated for such positions.

(d) Legal Proceedings.

No officer, director, or persons nominated for such positions and no
promoter or significant employee of our corporation has been involved in legal
proceedings that would be material to an evaluation of our management.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following tables set forth the ownership, as of December 31, 2001,
of our common stock (a) by each person known by us to be the beneficial owner of
more than five (5%) percent of our outstanding common stock, and (b) by each of
our directors, by all executive officers and our directors as a group. To the
best of our knowledge, all persons named have sole voting and investment power
with respect to such shares, except

-22-

as otherwise noted.

(a) Security Ownership of Certain Beneficial Owners.

The following table sets forth the security and beneficial ownership
for each class of our equity securities any for any person who is known to be
the beneficial owner of more than five (5%) percent of our outstanding common
stock.

Title of No. of Nature of Current
Class Name & Address Shares Ownership % Owned
-------- -------------- ------ --------- -------

Common Pamela Ray Stinson 550,000 Direct 27.92
17930 Main Street
Hesperia, CA 92345

Common Ramon Robert Acha 450,000 Direct 22.84
17930 Main Street
Hesperia, CA 92345

Common Joseph H. Panganiban 350,000 Direct 17.77
6994 27th Street
Riverside, CA 92509

(b) Security Ownership of Officers and Directors.

The following table sets forth the ownership for each class of our
equity securities owned beneficially and of record by all directors and
officers.

Title of No. of Nature of Current
Class Name & Address Shares Ownership % Owned
-------- -------------- ------ --------- -------

Common Pamela Ray Stinson 550,000 Direct 27.92
17930 Main Street
Hesperia, CA 92345

Common Ramon Robert Acha 450,000 Direct 22.84
17930 Main Street
Hesperia, CA 92345

Common Joseph H. Panganiban 350,000 Direct 17.77
6994 27th Street
Riverside, CA 92509

All Officers and
Directors as a
Group (3 Individuals) 1,350,000 Direct 68.53

-23-

There are currently no arrangements which would result in a change in
our control.

DESCRIPTION OF SECURITIES

The following description is a summary and is qualified in its
entirety by the provisions of our articles of incorporation and bylaws, copies
of which have been filed as exhibits to the registration statement which
contains this prospectus.

Common Stock.

We are authorized to issue 25,000,000 shares of common stock $.001 par
value. As of December 31, 2001, there were 1,970,000 common shares issued and
outstanding. All shares of common stock outstanding are validly issued, fully
paid and non-assessable.

Voting Rights.

Each share of common stock entitles the holder to one vote, either in
person or by proxy, at meetings of shareholders. The holders are not permitted
to vote their shares cumulatively. Accordingly, the holders of common stock
holding, in the aggregate, more than fifty percent of the total voting rights
can elect all of our directors and, in such event, the holders of the remaining
minority shares will not be able to elect any of such directors. The vote of the
holders of a majority of the issued and outstanding shares of common stock
entitled to vote thereon is sufficient to authorize, affirm, ratify or consent
to such act or action, except as otherwise provided by law.

Section 2115 of the California General Corporation law, however,
provides that a corporation incorporated under the laws of a jurisdiction other
than California, but which has more than one-half of its "outstanding voting
securities" and which has a majority of its property, payroll and sales in
California, based on the factors used in determining its income allocable to
California on its franchise tax returns, may be required to provide cumulative
voting until such time as the Company has its shares listed on certain national
securities exchanges, or designated as a national market security on NASDAQ
(subject to certain limitations). Accordingly, holders of the our common stock
may be entitled to one vote for each share of common stock held and may have
cumulative voting rights in the election of directors. This means that holders
are entitled to one vote for each share of common stock held, multiplied by the
number of

-24-

directors to be elected, and the holder may cast all such votes for a single
director, or may distribute them among any number of all of the directors to be
elected.

Our existing directors who are also shareholders, acting in harmony,
will be able to elect all of the members of our board of directors even if
Section 2115 is applicable.

Dividend Policy.

All shares of common stock are entitled to participate proportionally
in dividends if our board of directors declares them out of the funds legally
available and subordinate to the rights, if any, of the holders of outstanding
shares of preferred stock. These dividends may be paid in cash, property or
additional shares of common stock. We have not paid any dividends since our
inception and presently anticipate that all earnings, if any, will be retained
for development of our business. Any future dividends will be at the discretion
of our board of directors and will depend upon, among other things, our future
earnings, operating and financial condition, capital requirements, and other
factors. Therefore, there can be no assurance that any dividends on the common
stock will be paid in the future.

Miscellaneous Rights and Provisions.

Holders of common stock have no preemptive or other subscription
rights, conversion rights, redemption or sinking fund provisions. In the event
of our dissolution, whether voluntary or involuntary, each share of common stock
is entitled to share proportionally in any assets available for distribution to
holders of our equity after satisfaction of all liabilities and payment of the
applicable liquidation preference of any outstanding shares of preferred stock.

Shares Eligible for Future Sale.

The 620,000 shares of common stock sold in this offering will be
freely tradable without restrictions under the Securities Act of 1933, as
amended, except for any shares held by our "affiliates," which will be
restricted by the resale limitations of Rule 144 under the Securities Act of
1933, as amended. The 620,000 shares of common stock may also be eligible for
future sale under Rule 144.

In general, under Rule 144 as currently in effect, any of our
affiliates and any person or persons whose sales are aggregated who has
beneficially owned his or her restricted shares for at least one year, may be
entitled to sell in the open

-25-

market within any three-month period a number of shares of common stock that
does not exceed the greater of (i) 1% of the then outstanding shares of our
common stock, or (ii) the average weekly trading volume in the common stock
during the four calendar weeks preceding such sale. Sales under Rule 144 are
also affected by limitations on manner of sale, notice requirements, and
availability of current public information about us. Non-affiliates who have
held their restricted shares for one year may be entitled to sell their shares
under Rule 144 without regard to any of the above limitations, provided they
have not been affiliates for the three months preceding such sale.

In summary, Rule 144, as in full force and effect as of today, applies
to affiliates (that is, control persons) and nonaffiliates when they resell
restricted securities (those purchased from the issuer or an affiliate of the
issuer in nonpublic transactions). Nonaffiliates reselling restricted
securities, as well as affiliates selling restricted or nonrestricted
securities, are not considered to be engaged in a distribution and, therefore,
are not deemed to be underwriters as defined in Section 2(11), if six conditions
are met:

(1) Current public information must be available about the issuer
unless sales are limited to those made by nonaffiliates after two
years.

(2) When restricted securities are sold, generally there must be a
one-year holding period.

(3) When either restricted or nonrestricted securities are sold by an
affiliate after one year, there are limitations on the amount of
securities that may be sold; when restricted securities are sold
by non-affiliates between the first and second years, there are
identical limitations; after two years, there are no volume
limitations for resales by non-affiliates.

(4) Except for sales of restricted securities made by nonaffiliates
after two years, all sales must be made in brokers' transactions
are defined in Section 4(4) of the 1933 Act, or a transaction
directly with a "market maker" as that term is defined in Section
3(a)(38) of the Securities Exchange Act of 1934, as amended.

(5) Except for sales of restricted securities made by non-affiliates
after two years, a notice of proposed sale must be filed for all
sales in excess of 500 shares or with an aggregate sales

-26-

price in excess of $10,000.

(6) There must be a bona fide intention to sell within a reasonable
time after the filing of the notice referred to in (5) above.

As a result of the provisions of Rule 144, all of the restricted
securities could be available for sale in a public market, if developed,
beginning 90 days after the date of this prospectus. The availability for sale
of substantial amounts of common stock under Rule 144 could adversely affect
prevailing market prices for our securities.

EXPERTS

Our financial statements for the period from August 8, 1996 inception
to November 30, 2001, have been included in this prospectus in reliance upon
Kyle L. Tingle, CPA, an independent certified public accountant as an expert in
accounting and auditing.

DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION
FOR SECURITIES ACT LIABILITIES

Insofar as indemnification for liabilities arising under the
Securities Acts may be permitted to our directors, officers and controlling
persons, we have been advised that in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy as expressed in the
Securities Act of 1933, as amended, and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities, other than the
payment by us of expenses incurred or paid by our directors, officers or
controlling persons in the successful defense of any action, suit or
proceedings, is asserted by such director, officer, or controlling person in
connection with any securities being registered, we will, unless in the opinion
of our counsel the matter has been settled by controlling precedent, submit to
court of appropriate jurisdiction the question whether such indemnification by
us is against public policy as expressed in the Securities Acts and will be
governed by the final adjudication of such issues.

ORGANIZATION WITHIN LAST FIVE YEARS

Except for the capital contribution of $13,500.00 on or about February
1, 2001, an additional capital contribution of

-27-

$100.00 on or about April 19, 2001 and cash advances for our benefit of $2,320
during the six months ended November 30, 2001, by Pamela Ray Stinson and the
executory agreement to provide added financing, our Company has not entered into
any transaction during the last two years, or proposed transactions, to which
the Company was or is to be a party, in which any of the officers or directors
or shareholders had or is to have a direct or indirect material interest.

DESCRIPTION OF BUSINESS

The discussion contained in this prospectus contains "forward-looking
statements" that involve risk and uncertainties. These statements may be
identified by the use of terminology such as "believes," "expects," "may,"
"will," "should" or anticipates" or expressing this terminology negatively or
similar expressions or by discussions of strategy. The cautionary statements
made in this prospectus should be read as being applicable to all related
forward-looking statements wherever they appear in this prospectus. Our actual
results could differ materially from those discussed in this prospectus.

Important factors that could cause or contribute to such differences
include those discussed under the caption entitled "Risk Factors," as well as
those discussed elsewhere in this registration statement.

Business Development.

Investment Agents, Inc. was incorporated in the State of Nevada on
August 8, 1996. On October 15, 1997, we sold and issued 1,970,000 (adjusted for
a stock split) shares of our common stock to our present shareholders. We
originally intended to assist automobile car collectors in locating investment
quality classic cars. In September, 1998, the Company had not commenced any
activities in connection with locating investment quality classic cars and
discontinued that objective. From September 1998 until April, 2001, when we
entered into our agreement with Verio, we were a "shell" company, whose only
purpose at that time was to determine and implement a new business purpose. On
June 20, 2000, the board of directors authorized any officer and director to
investigate entering into an agreement or agreements, for selling internet
services, to include, but not limited to, services which would include domain
name registration and web site hosting services.

We originally contemplated using the domain name

-28-

registration services and web site hosting services of Verio with the
transactions monitored by LinkShare, a company which would have monitored
traffic, generated traffic and sales reports, and issued commission checks
directly to us for domain names registered and/or for web site hosting services.
The commission payments were to be made by Verio after they audit our sales
reports received by Verio from LinkShare. Verio registers the domain name and/or
sets up the web hosting account and bills the customer. LinkShare would have
tracked the visitors purchasing Verio's services through our web site and pay us
for the resulting sales and provide us with reports to track all of the referral
fees we earn.

We currently have a web site which we consider to be "under
construction." Although we have defined "under construction" to mean that we
intend to make substantive changes or improvements to the web site, the web site
can be accessed by visitors through the world wide web. We own the domain name
investmentagents.net and we will further develop this web site with the services
relating to the domain registration and web hosting.

We intend to enhance our "under construction" website and we intend to
offer additional Verio products, if and when available, to meet potential
customers changing requirements. We have no current plans, commitments or
understandings to acquire or merge with any other company.

Principal Services.

We are now a selling organization and we collect a commission for
referring qualified clients interested in securing Verio's services. On April
19, 2001, we entered into an agreement with Verio wherein we have been appointed
as a non-exclusive authorized sales representative in the United States to
solicit sales of Verio's services. These services include various domain
registration services, web hosting services and e-commerce services. The
agreement commenced as of April 19, 2001 and shall remain in effect for two
years unless terminated pursuant to the provisions of the agreement. We may
request up to three one year extensions of the agreement provided we make each
such extension request in writing not more than 180 days and not less than 90
days before the expiration of the then current term. We are an independent
contractor and we participate in what is known as Verio's Web Agent Referral
Program ("WARP Program"). We make residual income for referring business to
Verio. We start by earning 20% of revenue collected from each and every customer
that signs up for web hosting services and can increase up to 30% when we have
signed up in excess of 200 accounts. Verio provides us with a co-branded web
page that we customize with our own introductory text and banner.

-29-

Our web site is at http://www.investmentagents.net (our web site and
its contents, do not form any part of this prospectus).

Our Internet Provider's address is 208.55.91.104 and our domain
address at Verio is http://www.investmentagentsinc.v-warp.com/ (this web site
and its linked contents do not form any part of this prospectus).

We can direct our customers to visit our web site to place orders or
we can place orders on behalf of our customers (directly or through our sales
representatives at Verio) or visitors can access our web site which allows them
to place orders directly. The visitors are tracked through our site using
cookies (defined as a mechanism which server side connections can use to both
store and retrieve information on the client side of the connection) so when a
tracked visitor places an order on our page, we receive a commission for the
sale. We will be paid six times a year, every other month, and we will be mailed
a commission check for collected revenues on the accounts that we sign up during
the previous period. The commissions are paid on collected revenues and, we have
been informed by Verio, that due to invoice processing procedures, invoices may
take three to five days to complete processing. If the processing procedure
occurs at the end of the cycle, we will receive the commission in the following
cycle.

In order for us to receive credit for a sale, our visitors to the
co-branded site must have a so-called java script and cookie enabled browser.
Substantially all of the browser's currently used are java script enabled and
cookie enabled. All Netscape Navigator 3.0 or higher or Internet Explorer 3.0 or
higher are java script and cookie enabled. If a visitor cannot or does not
accept the tracking cookie, we will not be able to track the visitor and we will
not be credited for the sale. We do not anticipate this occurring in many
instances.

We have established an email account at our domain and the email
messages sent to our domain will be forwarded to the officers and directors.
Verio and we have a firm policy against the transmission of unsolicited email
("spaming").

We also have the ability to review the web usage statistics located on
the Verio server. Verio has provided us with a sales representative who will
assist us and our customers with all of the services that we provide. We believe
that Verio's various hosting services are priced competitively with other
providers of similar services as of the date hereof. However, pursuant to our
agreement with Verio, they have the right to amend their service offerings and
ad, delete, suspend or modify the terms and conditions of those services, at any
time

-30-

and from time to time, and to determine whether and when any such changes apply
to both existing or future customers. Any changes may have an adverse effect
upon our customers continuing to place orders with Verio. We may not at any time
provide any billing arrangement or payment on behalf of our customers and Verio
will not pay a commission to us in the event that a customer orders services
directly from Verio's web site without first linking from our storefront web
site.

We currently provide domain name registration wherein the customer
will secure a domain name, be supplied with a free "welcome" page and receive
unlimited mail forwarding to a default address. In addition, we have a domain
pointer plan wherein the name and page will indicate "under construction" until
such time as the customer points the person accessing the web site to another
specific page.

In addition, Verio has a series of various web hosting plans at
various costs, as low as $24.95 per month with a $50.00 set up fee to very
expensive web hosting plans. We believe that the typical person who will utilize
our services will be interested in a cost of not to exceed $100.00 per month
with $100.00 set up fee. The ExpresStart Plan costs $24.95 per month with a
$50.00 set up fee. This plan provides for the customer to have seven web pages,
ten megabytes of diskspace, ten email accounts, 20 email forwarding locations
and one autoresponder. The Bronze Plan costs $24.95 per month with a $50.00 set
up fee. This Plan provides five gigabytes of monthly data transfer, 100
megabytes of diskspace and ten configureable email accounts. The Silver Plan
costs $29.95 per month plus $50.00 set up fee. This Plan consists of 7.5
gigabytes of monthly data transfer, 150 megabytes of diskspace and 20
configureable email accounts. The Gold Plan costs $99.95 per month plus $50.00
set up fee. This Plan provides 10 gigabytes of monthly data transfer, 200
megabytes disk space (enough room for video, auto, multimedia presentations and
related computer so-called "bells and whistles") and 30 configureable email
accounts. The Company also has a Silver Plan Windows 2000(R) which costs $49.95
per month and $50 set up fee. This Plan consists of 7.5 gigabytes of monthly
data transfer, 150 megabyte disk space and 20 configureable email accounts. The
Gold Plan Windows 2000(R) costs $99.95 per month plus $100.00 set up fee. This
Plan consists of 10 gigabytes of monthly data transfer, 200 megabyte disk space
(enough room for video, auto, multimedia presentations and related computer so-
called "bells and whistles") and 30 configureable email accounts. As it relates
to the Windows 2000(R) Plans, the customer is able to use the account control
panel and uses his or her own software to build and publish the site.

In connection with the transactions with Verio, Verio provides our
customers with daily backups, UPS power backup, diesel backup generator, 24
hour, seven day a week network

-31-

monitoring provided by Verio. Further, Verio guarantees our customers a 99
percent up time with refunds for times less than 99%.

Although Verio has other services for which we may earn a commission
(e-commerce hosting plans), we will work with Verio to register the domain name,
set up the customers web hosting account and bill and maintain the web site for
a low monthly price selected for the hosting plan so that the customer will be
able to build its business while Verio builds the web site.

We have no products and other service than set forth above. We
currently have no other services announced or planned to be announced to the
public.

Distribution.

We deliver our services through our web site. We have the domain name
www.investmentagents.net and Verio is our Internet service provider and web site
developer. Except for Verio, we have not and do not intend to formulate any
other relationships for the hosting, development or maintenance of a web site.

Competitive Business Conditions.

We will remain an insignificant player among the firms that engage in
selling domain name registration services and web site hosting services. There
are many established Internet companies which provide these services, ancillary
to their regular services, and there are many established domain name
registration companies and web site hosting companies which have significantly
greater financial and personal resources and technical expertise than we have.
The WARP Program from Verio is available to other entities. In view of our
limited financial resources and limited management availability, we will
continue to be at a significant competitive disadvantage compared to other
selling organizations and those services which directly register domain names
and those companies which provide web site hosting services.

In addition, we will face competition from other entities providing
services similar to ours. We will face intense competition in all aspects of the
internet business. The market for the providing of domain registration and web
service hosting is extremely competitive and highly fragmented. There are no
substantial barriers to entry and we expect that competition will continue to
intensify. The primary competitive factors determining success in this market
are a reputation for reliability and service, effective customer support, and
pricing. Our affiliate sales relationship with Verio will assist us in
competing. However, our competition may offer convenience and

-32-

customer service superior to ours. In addition, these companies may have better
marketing and distribution channels.

Verio.

Verio is a large web hosting company and a provider of comprehensive
internet services. It has more than 4,000 resellers in the United States, more
than 170 in other countries, all of which may compete with us. Verio has
preferential marketing agreements with other internet online companies, provides
private label and co-branded distribution relationships with telecommunications
companies and also has in-house telemarketing operations. While basic internet
access and web hosting services constitute the predominate services offered by
Verio, Verio's focus is on the so-called "enhanced services," what is deemed to
be the fastest growing segment of the internet services market. As business
users of the internet adopt enhanced services, they also require additional
bandwith and web site functionality to support their expanded use of the
internet.

Although potential customers could go directly to Verio (or any other
third party) provider of domain registration services, web hosting services and
e-commerce services, we believe that the so-called low end, entry level services
which we market, through Verio's web agent referral program, constitutes a less
competitive niche wherein we may be able to achieve residual income for
referring customers to Verio through the use of a user friendly web site.
Verio's large existing customer base and strong, balance position in both the
internet access and web hosting service platforms gives Verio a competitive edge
in offering its services which include applications hosting, e-commerce, premier
data centers, managed services, co-location and security products.

Customer Base.

We have had limited visitors to our web site and we have not received
any revenues from any customers who have paid Verio. If we are not able to
establish a customer base in the future, we will not be profitable.

In order to establish a customer base and to be competitive in
providing domain registration services and web hosting services, we will need to
implement our marketing strategy to the potential customer who desires to
register his domain and have available low cost web site hosting services. Our
success depends upon our ability to strategically list our web site with search
engines and establish reciprocal click-through agreements with other web sites
at an acceptable cost with what we hope to have as our user friendly website.
Although our competition will be "bundling" additional internet,

-33-

networking and e-commerce services, because they target larger well established
businesses, we believe that there are many potential customers who are
interested only in domain registration and low cost web site hosting services,
or either.

Although we believe that our plan of operation is feasible, we cannot
assure you that we will be able to properly market our services or that our
anticipated niche in domain registration and web site hosting service is viable.

Sources and Availability of Raw Materials.

We have no raw materials or suppliers.

Intellectual Property.

We do not have any trademarks, patents, licenses, royalty agreements,
or other proprietary interest. Governmental Regulation Issues.

We are not now affected by direct government regulation, generally and
laws or regulations directly applicable to access to or commerce on the
Internet.

However, due to increasing usage of the Internet, a number of laws and
regulations may be adopted relating to the Internet, covering user privacy,
pricing, and characteristics and quality of products and services. Furthermore,
the growth and development for Internet commerce may prompt more stringent
consumer protection laws imposing additional burdens on those companies
conducting business over the Internet. The adoption of any additional laws or
regulations may decrease the growth of the Internet, which, in turn, could
decrease the demand for Internet services and increase the cost of doing
business on the Internet. These factors may have an adverse effect on our
business, results of operations and financial condition.

Moreover, the interpretation of sales, tax, libel and personal privacy
laws applied to Internet commerce is uncertain and unresolved. We may be
required to qualify to do business as a foreign corporation in each such state
or foreign country. Our failure to qualify as a foreign corporation in a
jurisdiction where we are required to do so could subject us to taxes and
penalties. Any such existing or new legislation or regulation, including state
sales tax, or the application of laws or regulations from jurisdictions whose
laws do not currently apply to our business, could have a material adverse
effect on our business, results of operations and financial condition.

Research and Development.

Other than our initial web site development, we have

-34-

not undergone any research and development activity.

Environmental Law Compliance.

We do not anticipate any environmental compliance expense.

Employees.

We currently have one employee, Pamela Ray Stinson, our president and
director, who works for our Company part-time without compensation. We have no
employment contracts and our employee is not a union member or affected by labor
contracts. We have a sales representative, supplied by Verio at their cost and
expense to assist customers, at no cost or expense to the Company.

Reports to Security Holders.

After the effective date of this document and upon filing a form with
the Securities and Exchange Commission, we will be a reporting company under the
requirements of the Securities Exchange Act of 1934, as amended, and will file
quarterly, annual and other reports with the Securities and Exchange Commission.
Our annual report will contain the required audited financial statements. The
reports and other information filed by us will be available for inspection and
copying at the public reference facilities of the Commission, 450 Fifth Street,
N.W., Washington, D.C. 20549.

Copies of such material may be obtained by mail from the Public
Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C.
20549, at prescribed rates. Information on the operation of the Public Reference
Room may be obtained by calling the SEC at 1-800-SEC-0330. In addition, the
Commission maintains a world wide web site on the Internet at http://www.sec.gov
that contains reports, proxy and information statements and other information
regarding registrants that file electronically with the Commission.

PLAN OF OPERATION

-35-

prospectus. Our actual results could differ materially from those discussed in
this prospectus.

We are a development stage company without operations or revenues. We
are unable to satisfy cash requirements without management's financial support.
Pamela Ray Stinson has made a $13,500 capital contribution (legal fees for
acquisition of rights from Verio) to our business on or about February 1, 2001
and paid our attorney $100.00 in costs (to reimburse our attorney for $100.00
paid to Verio) in connection with the agreement with Verio of April 19, 2001. We
anticipate that we will meet our cash requirements for the foreseeable future
through the financial support of our management. Management's financial
accommodations will be evidenced by non-interest bearing promissory notes
between our company and management. No promissory notes are currently in effect.
We have not determined the amount of funds that will be necessary for management
to contribute at this time.

Over the next twelve months, we plan to market our web site and we
will do domain registration and web hosting sales. We will require additional
funds to market our web site. Our cost of maintaining the web site, without any
marketing costs and expense, should not exceed the sum of $80.00 per month. We
are obligated through April 18, 2002 to Verio in connection with this expense.
The officers and directors have agreed to fund our "burn rate," pay off all
offering expenses and expenses of having us comply with the federal securities
laws (and being a public company) and have orally agreed to extend, if required,
a "line of credit" in the amount of $10,000, without interest, to implement our
marketing plan. Upon implementation of our marketing plan, we expect that our
"burn rate" will increase to approximately $800 per month. Not to exceed $500
per month will be expended for maintaining our web site and for the strategic
listing of our website with major search engines. The balance of approximately
$300 will be utilized in connection with establishing reciprocal click-through
agreements with complementary website and for the expenses of having us comply
with the federal securities laws. The line of credit will expire on August 31,
2002. Each advance under the line of credit will be evidenced by a non-interest
bearing promissory note, all due and payable on August 31, 2003. Although we
expect to generate sufficient revenues to repay the line of credit before August
31,

-36-

2003, it is impossible at this time for us to predict the amount of our
revenues. The officers and directors have agreed among themselves that the
repayment of the line of credit will not impede, or be made conditional in any
manner, to the continuous implementation of our marketing plan. As of the date
hereof, no funds have been drawn down on the line of credit. These agreements
may not be enforceable. There is no assurance that we will be able to obtain
financing for our business development. If adequate funds are not available to
us, we believe that our business development will be adversely affected.

Our objective will be to market the web site upon full completion of
its development - after we feel it is no longer "under construction." This
marketing strategy is subject to our having sufficient funding to carry out our
plan which will include the following elements:

(1) Strategic listing of our web site with major search engines in
order to increase the visibility of our web site when users enter
applicable keywords, such as "domain registration" and "web site
hosting," with major search engines. We believe that many of the
people looking for information concerning domain registration and
web site hosting will enter those keywords with major search
engines in order to find relevant web sites. Our objective will
be to ensure that our site is frequently cited by major search
engines when these keywords are searched; and

(2) Reciprocal click-through agreements with complementary web sites
who are prepared to allow us to place links to our web site on
their web sites in consideration for us permitting a reciprocal
link to their web site on our web site.

The exact nature of our marketing plan will depend on a number of
factors, including the availability of funds to implement our marketing plan and
internet marketing conditions and practices at the time we complete development
of our web site. We may pursue different marketing strategies from the marketing
strategies listed above.

Until such time as we market our web site, if ever, we may not have
revenues from our operations. We anticipate that if our web site is properly
marketed, we will generate revenues from the sale of domain registration and web
hosting sales. There is no assurance that we will be successful in selling our
services on our web site. We have no other sources of revenue. As such, if we
are not successful in this regard, we will be unable to achieve revenues under
our current business plan.

-37-

We do not anticipate significant research and development expenses
over the next twelve months. We do not expect to purchase or sell any plant and
significant equipment or make any significant changes in the number of employees
over the next twelve months.

DESCRIPTION OF PROPERTY

Our executive offices are located at 6767 West Tropicana Avenue, Suite
207, Las Vegas, Nevada 89103-4754 where we occupy space supplied by our
registered agent. The space is approximately 200 square feet total, of which we
occupy a small portion without charge. We feel that this space is adequate for
our needs at this time, and we feel that we will be able to locate adequate
space in the future, if needed, on commercially reasonable terms.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Other than the initial sale of shares to Pamela Ray Stinson, Ramon
Robert Acha and Joseph H. Panganiban in October, 1997, and the capital
contribution of $13,500.00 as of February 1, 2001 and $100.00 as of April 19,
2001 and a cash advance (officer payable) for our benefit of $2,320 during the
six months ended November 30, 2001, by Pamela Ray Stinson and the executory
agreement to provide added financing, we have not entered into any transactions
with our officers, directors, persons nominated for such positions, beneficial
owners of five (5%) percent or more of our common stock, or family members of
such persons. We are not a subsidiary of any other company.

Any transactions between the Company and its officers, directors or
five percent shareholders, and their respective affiliates, will be on terms no
less favorable than those terms which could be obtained from unaffiliated third
parties and said transactions will be approved by a majority of the independent
and disinterested directors.

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

Market Information.

Our common stock is not traded on any exchange. We plan to eventually
seek listing on the OTC Bulletin Board, once our registration statement has
cleared comments of the Securities and Exchange Commission, if ever. We cannot
guarantee that we will obtain a listing. There is no trading activity in our
securities, and there can be no assurance that a regular trading market for

-38-

our common stock will ever be developed.

Market Price.

Our common stock is not quoted at the present time.

There is no trading market for our common stock at present and there
has been no trading market to date. There is no assurance that a trading market
will ever develop or, if such a market does develop, that it will continue. We
intend to request a broker-dealer to make application to the NASD Regulation,
Inc. to have the Company's securities traded on the OTC Bulletin Board System or
published, in print and electronic media, or either, in the Pink Sheets LLC
"Pink Sheets."

The Securities and Exchange Commission adopted Rule 15g-9, which
established the definition of a "penny stock," for purposes relevant to the
Company, as any equity security that has a market price of less than $5.00 per
share or with an exercise price of less than $5.00 per share, subject to certain
exceptions. For any transaction involving a penny stock, unless exempt, the
rules require: (i) that a broker or dealer approve a person's account for
transactions in penny stocks; and (ii) the broker or dealer receive from the
investor a written agreement to the transaction, setting forth the identity and
quantity of the penny stock to be purchased. In order to approve a person's
account for transactions in penny stocks, the broker or dealer must (i) obtain
financial information and investment experience and objectives of the person;
and (ii) make a reasonable determination that the transactions in penny stocks
are suitable for that person and that person has sufficient knowledge and
experience in financial matters to be capable of evaluating the risks of
transactions in penny stocks. The broker or dealer must also deliver, prior to
any transaction in a penny stock, a disclosure schedule prepared by the
Commission relating to the penny stock market, which, in highlight form, (i)
sets forth the basis on which the broker or dealer made the suitability
determination; and (ii) that the broker or dealer received a signed, written
agreement from the investor prior to the transaction. Disclosure also has to be
made about the risks of investing in penny stock in both public offering and in
secondary trading, and about commissions payable to both the broker-dealer and
the registered representative, current quotations for the securities and the
rights and remedies available to an investor in cases of fraud in penny stock
transactions. Finally, monthly statements have to be sent disclosing recent
price information for the penny stock held in the account and information on the
limited market in penny stocks.

For the initial listing in the NASDAQ SmallCap market, a company must
have net tangible assets of $4 million or market

-39-

capitalization of $50 million or a net income (in the latest fiscal year or two
of the last fiscal years) of $750,000, a public float of 1,000,000 shares with a
market value of $5 million. The minimum bid price must be $4.00 and there must
be 3 market makers. In addition, there must be 300 shareholders holding 100
shares or more, and the company must have an operating history of at least one
year or a market capitalization of $50 million.

For continued listing in the NASDAQ SmallCap market, a company must
have net tangible assets of $2 million or market capitalization of $35 million
or a net income (in the latest fiscal year or two of the last fiscal years) of
$500,000, a public float of 500,000 shares with a market value of $1 million.
The minimum bid price must be $1.00 and there must be 2 market makers. In
addition, there must be 300 shareholders holding 100 shares or more.

We intend to request a broker-dealer to make application to the NASD
Regulation, Inc. to have our securities traded on the OTC Bulletin Board Systems
or published, in print and electronic media, or either, in the Pink Sheets LLC
"Pink Sheets," or either.

Shareholders.

As of December 31, 2001, there were 25 holders of record of our common
stock.

Name Number of Shares
---- ----------------

Pamela Ray Stinson 550,000
Ramon Robert Acha 450,000
Joseph Panganiban 350,000
Bonita R. Alvarez 20,000
Leigh Ann Miller 25,000
Mark Horey 25,000
Brian Evans 30,000
Elizabeth Evans 30,000
David Phillipson 30,000
Terri J. Russo 25,000
Timothy Stephan Shellans 40,000
Carol Suzanne Collins 30,000
David W. Wiedeman 30,000
Tricia A. Willis 20,000
Robert Lee Collins 20,000
Anita T. Panganiban 30,000
Larry Worlitz 30,000
Deborah J. Koeberl 30,000
Gary W. Koeberl 30,000
Loretta A. Inglish 20,000

-40-

David Henry O'Dear 25,000
Mary Jo O'Dear 25,000
Charles L. Jones 40,000
Grace M. Jones 40,000
Laree E. Jones 25,000
---------
1,970,000

Dividends.

We have not declared any cash dividends on our common stock since our
inception and do not anticipate paying such dividends in the foreseeable future.
We plan to retain any future earnings for use in our business. Any decisions as
to future payment of dividends will depend on our earnings and financial
position and such other factors, as the board of directors deems relevant.

-41-

Transfer Agent.

Our transfer agent is:

Pacific Stock Transfer Company
500 E. Warm Springs, Suite 240
Las Vegas, Nevada 89119
(702) 361-3033
(702) 433-1979 (fax)

CUSIP Number.

Our CUSIP number is 46129V 10 0

EXECUTIVE COMPENSATION

No executive compensation has been paid since our inception. We have
paid no compensation or consulting fees to any of our officers or directors and
we are not a party to any employment agreements. We have made no advances and no
advances are contemplated to be made by us to any of our officers or directors.
We have no retirement, pension, profit sharing or stock option plans or
insurance or medical reimbursement plans covering our officers and directors and
we do not contemplate implementing any such plans. On October 1, 1997, Pamela
Ray Stinson was appointed as our president, along with the other officers.
Although each of the officers are technically employees, except for Pamela Ray
Stinson, from September 1998 until April 2001, none of the officers spent more
than two hours per month developing our business. No value has been assigned to
any of the services performed by our officers (employees) and no compensation
will be awarded to, earned by, or paid to these officers. Pamela Ray Stinson is
now the only officer who serves as an employee and is the only person who
provides services to us in connection with the implementation of our plan of
operation. We do contemplate, however, that any officer and director will be
entitled to reimbursement for out of pocket expenditures for activities on our
behalf. There are no transactions between us and any third party wherein the
purpose of the transaction is to furnish compensation to any of our officers and
directors. We do not anticipate any compensation to be paid to any officer and
director or to Pamela Ray Stinson for the fiscal year ended February 28, 2002.

FINANCIAL STATEMENTS

Statements included in this report that do not relate to present or
historical conditions are "forward-looking statements." Our Company may make
future oral or written

-42-

forward-looking statements which also may be included in documents other than
this registration statement that are filed with the Commission.

Forward-looking statements involve risks and uncertainties that may
differ materially from actual results. Forward-looking statements in this report
and elsewhere may relate to our plans, strategies, objectives, expectations,
intentions and adequacy of resources.

INVESTMENT AGENTS, INC.
(A Development Stage Company)

FINANCIAL REPORTS

NOVEMBER 30, 2001
FEBRUARY 29, 2001

-43-

INVESTMENT AGENTS, INC.
(A DEVELOPMENT STAGE COMPANY)

CONTENTS

INDEPENDENT AUDITOR'S REPORT ON THE FINANCIAL STATEMENTS 1
--------------------------------------------------------------------------------

FINANCIAL STATEMENTS

Balance Sheets 2

Statements of Income 3

Statements of Stockholders' Equity 4

Statements of Cash Flows 5

Notes to Financial Statements 6-8
--------------------------------------------------------------------------------

-44-

INDEPENDENT AUDITOR'S REPORT

To the Board of Directors
Investment Agents, Inc.
Las Vegas, Nevada

I have audited the accompanying balance sheet of Investment Agents, Inc.
(A Development Stage Company) as of November 30, 2001, and February 28,
2001 and the related statements of income, stockholders' equity, and
cash flows for the nine months ended November 30, 2001, the year ended
February 28, 2001 and the period August 8, 1996 (inception) through
November 30, 2001. These financial statements are the responsibility of
the Company's management. My responsibility is to express an opinion on
these financial statements based on my audit.

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

In my opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Investment
Agents, Inc. (A Development Stage Company) as of November 30, 2001 and
February 28, 2001 and the results of its operations and cash flows for
the nine months ended November 30, 2001, the year ended February 28,
2001 and the period August 8, 1996 (inception) through November 30,
2001, in conformity with generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that
the Company will continue as a going concern. As discussed in Note 8 to
the financial statements, the Company has limited operations and has not
established any source of revenue. This raises substantial doubt about
its ability to continue as a going concern. Management's plan in regard
to these matters is also described in Note 8. The financial statements
do not include any adjustments that might result from the outcome of
this uncertainty.

Kyle L. Tingle
Certified Public Accountant

December 3, 2001
Henderson, Nevada

-45-

INVESTMENT AGENTS, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS

November 30, February 28,
2001 2001
------------ ------------

ASSETS

CURRENT ASSETS
Accounts receivable $ 49 $ 0
Prepaid expenses 11,700 13,500
-------- --------

Total current assets $ 11,749 $ 13,500
-------- --------

Total assets $ 11,749 $ 13,500
======== ========

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 8,299 $ 0
Officer payable (Note 7) $ 2,230 0
-------- --------

Total current liabilities $ 10,619 $ 0
-------- --------

STOCKHOLDERS' EQUITY
Common stock: $.001 par value;
authorized 25,000,000 shares;
issued and outstanding:
1,970,000 shares at February 28, 2001; $ $ 1,970
1,970,000 shares at November 30, 2001 1,970
Additional Paid In Capital (Notes 2 and 4) 13,500 13,500
Accumulated deficit during development stage (14,340) (1,970)
-------- --------

Total stockholders' equity $ 1,130 $ 13,275
-------- --------

Total liabilities and
stockholders' equity $ 11,749 $ 13,500
======== ========

See Accompanying Notes to Financial Statements.

-46-

INVESTMENT AGENTS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF INCOME

Aug. 8, 1996
Nine months ended Years ended (inception) to
November 30, November 30, February 28, February 29, November 30,
2001 2000 2001 2000 2001
------------ ------------ ------------ ------------ --------------
(unaudited)

Revenues $ 49 $ 0 $ 0 $ 0 $ 49

Cost of revenue 600 0 0 0 600
----------- ----------- ----------- ----------- -----------

Gross profit $ (551) $ 0 $ 0 $ 0 $ (551)
General, selling and
administrative expenses 11,819 0 0 0 14,389
----------- ----------- ----------- ----------- -----------
Operating (loss) $ (12,370) $ 0 $ 0 $ 0 $ (14,340)

Nonoperating income (expense)
Interest income 0 0 0 0 0
----------- ----------- ----------- ----------- -----------

Net (loss) $ (12,370) $ 0 $ 0 $ 0 $ (14,340)
=========== =========== =========== =========== ===========

Net (loss) per share, basic
and diluted (Note 2) $ (0.01) $ (0.00) $ (0.00) $ 0.00 $ (0.01)
=========== =========== =========== =========== ===========

Average number of shares
of common stock outstanding 1,970,000 1,970,000 1,970,000 1,970,000 1,970,000
=========== =========== =========== =========== ===========

See Accompanying Notes to Financial Statements.

-47-

INVESTMENT AGENTS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF STOCKHOLDERS' EQUITY

Accumulated
(Deficit)
Common Stock Additional During
------------------------ Paid-In Development
Shares Amount Capital Stage
--------- --------- --------- ------------

Sale of 1,970,000 shares, October 17, 1997 1,970,000 $ 1,970 $ 0 $ 0

Net (loss), February 28, 1998 (1,970)
--------- --------- --------- ---------

Balance, February 28, 1998 1,970,000 $ 1,970 $ 0 $ (1,970)

Net income, February 28, 1999 0
--------- --------- --------- ---------

Balance, February 28, 1999 1,970,000 $ 1,970 $ 0 $ (1,970)

Net (loss), February 29, 2000 0
--------- --------- --------- ---------

Balance, February 29, 2000 1,970,000 $ 1,970 $ 0 $ (1,970)

Capital contribution, February, 2001 13,500

Net (loss), February 28, 2001 0
--------- --------- --------- ---------

Balance, February 28, 2001 1,970,000 $ 1,970 $ 13,500 $ (1,970)

Net (loss), November 30, 2001 (12,370)

Balance, November 30, 2001 1,970,000 $ 1,970 $ 13,500 $ (14,340)
========= ========= ========= =========

See Accompanying Notes to Financial Statements.

-48-

INVESTMENT AGENTS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS

Cash Flows From
Operating Activities
Net (loss) $(12,370) $ 0 $ 0 $ 0 $(14,340)
Adjustments to reconcile
net (loss) to cash
(used in) operating
activities:
Changes in assets
and liabilities
(Increase) decrease in accounts
receivable (49) 0 0 0 (49)
(Increase) decrease in
prepaid assets 1,800 (13,500) (11,700)
Increase in accounts payable 8,299 0 0 0 8,299
Increase in officer's payable 2,320 0 0 0 2,320
-------- -------- -------- -------- --------

Net cash (used in)
operating activities $ 0 $ 0 $(13,500) $ 0 $(15,470)
-------- -------- -------- -------- --------

Cash Flows From
Investing Activities $ 0 $ 0 $ 0 $ 0 $ 0
-------- -------- -------- -------- --------

Cash Flows From
Financing Activities
Issuance of common stock $ $ $ $ 0 $ 1,970
Capital contribution 0 0 13,500 0 13,500
-------- -------- -------- -------- --------

Net cash (used in)
financing activities $ $ 0 $ 13,500 $ 0 $ 15,470
-------- -------- -------- -------- --------
Net increase (decrease)
in cash $ 0 $ 0 $ 0 $ 0 $ 0

Cash, beginning of period 0 0 0 0 $ 0
-------- -------- -------- -------- --------
Cash, end of period $ 0 $ 0 $ 0 $ 0 $ 0
======== ======== ======== ======== ========

See Accompanying Notes to Financial Statements.

-49-

INVESTMENT AGENTS, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
NOVEMBER 30, 2001 AND FEBRUARY 28, 2001

NOTE 1. NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

Nature of business:

Investment Agents, Inc. ("Company") was organized August 8, 1996 under the laws
of the State of Nevada. The Company currently has limited operations and, in
accordance with Statement of Financial Accounting Standard (SFAS) No. 7,
"Accounting and Reporting by Development Stage Enterprises," is considered a
development stage company.

A summary of the Company's significant accounting policies is as follows:

Estimates

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.

Cash

For the Statements of Cash Flows, all highly liquid investments with maturity of
nine months or less are considered to be cash equivalents. There were no cash
equivalents as of May 28, 2001, February 28, 2001, and February 29, 2000.

Income taxes

Income taxes are provided for using the liability method of accounting in
accordance with SFAS No. 109 "Accounting for Income Taxes." A deferred tax asset
or liability is recorded for all temporary differences between financial and tax
reporting. Temporary differences are the differences between the reported
amounts of assets and liabilities and their tax basis. Deferred tax assets are
reduced by a valuation allowance when, in the opinion of management, it is more
likely than not that some portion or all of the deferred tax assets will not be
realized. Deferred tax assets and liabilities are adjusted for the effect of
changes in tax laws and rates on the date of enactment.

NOTE 2. STOCKHOLDERS' EQUITY

Common stock

The authorized common stock of the Company consists of 25,000,000 shares with
par value of $0.001. On October 15, 1997, the Company authorized and issued
19,700 shares of its no par value common stock in consideration of $1,970 in
cash.

-50-

INVESTMENT AGENTS, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
NOVEMBER 30, 2001 AND FEBRUARY 28, 2001

NOTE 2. STOCKHOLDERS' EQUITY (CONTINUED)

On November 29, 2000, the State of Nevada approved the Company's amended
Articles of Incorporation, which increased its capitalization from 25,000 common
shares to 25,000,000 common shares. The no par value was changed to $0.001 per
share.

On November 29, 2000, the Company's shareholders approved a forward split of its
common stock at one hundred shares for one share of the existing shares. The
number of common stock shares outstanding increased from 19,700 to 1,970,000.
Prior period information has been restated to reflect the stock split.

An officer contributed $13,500 to the Company through a retainer to a legal firm
for services to be rendered.

The Company has not authorized any preferred stock.

Net loss per common share

Net loss per share is calculated in accordance with SFAS No. 128, "Earnings Per
Share." The weighted-average number of common shares outstanding during each
period is used to compute basic loss per share. Diluted loss per share is
computed using the weighted averaged number of shares and dilutive potential
common shares outstanding. Dilutive potential common shares are additional
common shares assumed to be exercised.

Basic net loss per common share is based on the weighted average number of
shares of common stock outstanding of 1,970,000 during the nine months ended
November 30, 2001, the year ended February 28, 2001, and since inception. As of
November 30, 2001, February 28, 2001, and since inception, the Company had no
dilutive potential common shares.

NOTE 3. INCOME TAXES

There is no provision for income taxes for the period ended November 30, 2001,
due to the net loss and no state income tax in Nevada, the state of the
Company's domicile and operations. The Company's total deferred tax asset as of
November 30, 2001 is as follows:

Net operating loss carry forward $ 14,340
Valuation allowance $(14,340)
--------

Net deferred tax asset $ 0

The net federal operating loss carry forward will expire in 2018. This carry
forward may be limited upon the consummation of a business combination under IRC
Section 381.

-51-

INVESTMENT AGENTS, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
NOVEMBER 30, 2001 AND FEBRUARY 28, 2001

NOTE 4. RELATED PARTY TRANSACTIONS

The Company neither owns nor leases any real or personal property. The resident
agent of the corporation provides office services without charge. Such costs are
immaterial to the financial statements and accordingly, have not been reflected
therein. The officers and directors for 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 interest. The Company has not formulated a policy for the resolution of
such conflicts.

In April 2001, the Company established a policy that "transactions between the
Company and its officers, directors or five percent shareholders, and their
respective affiliates, will be on terms no less favorable than those terms which
could be obtained from unaffiliated third parties and said transactions will be
approved by a majority of the independent and disinterested directors."

On February 1, 2001, the Company retained a legal firm, prepaying $13,500 for
services. The funds were contributed as additional paid in capital by an officer
of the Company. The retainer is for services provided throughout the contract
with Verio, Inc. as described in Note 5. The cost of services will be amortized
over the life of the contract plus extensions.

NOTE 5. CONTRACTS AND OBLIGATIONS

On April 19, 2001, the Company entered into a Web Agent Agreement with Verio,
Inc. The Company is a referral partner and hosts a web site to direct customers
to the web hosting and registration services of Verio. The non-cancelable
agreement requires a payment obligation of $75 per month for a period of two
years. The cost of this contract is included in the prepayment of expenses to
legal firm as described in Note 4 and allocated to cost of sales. The contract
allows for three one-year extensions by notifying Verio, Inc. in writing not
more than 180 and not less than 90 days from the expiration of the current
contract. The Company intends to exercise these extensions. The minimum future
contract payments are:

Year End Contract
February 28, Payment

2002 $ 225
2003 900
2004 900
2005 900
2006 900
2007 75
-----------------------------
Total future
Obligations $ 3,900
========

-52-

INVESTMENT AGENTS, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
NOVEMBER 30, 2001 AND FEBRUARY 28, 2001

NOTE 6. WARRANTS AND OPTIONS

There are no warrants or options outstanding to acquire any additional shares of
common stock of the Company.

NOTE 7. OFFICERS' ADVANCES

The Company has incurred costs in connection with the implementation of its
business plan and in connection with the Company complying with federal
securities laws. An officer of the Company has advanced funds on behalf of the
Company to pay for these costs. These funds have been advanced interest free.

NOTE 8. GOING CONCERN

The Company's financial statements are prepared in accordance with generally
accepted accounting principles applicable to a going concern. This contemplates
the realization of assets and the liquidation of liabilities in the normal
course of business. Currently, the Company does not have significant cash or
other material assets, nor does it have operations or a source of revenue
sufficient to cover its operation costs and allow it to continue as a going
concern. Until the Company has sufficient operations, the stockholders,
officers, and directors have committed to advancing the operating costs of the
company.

-53-

PART II

ITEM 24. INDEMNIFICATION

The Company's articles of incorporation provide, in paragraph 12, the
following:

No director or officer of the corporation shall be personally liable to the
corporation or any of its stockholders for damages or breach of fiduciary
duty as a director or officer involving any act or omission of any such
director or officer; provided, however, that the foregoing provision shall
not eliminate or limit the liability of a director or officer (i) for acts
or omissions which involve intentional misconduct, fraud or a knowing
violation of law, or (ii) 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 omissions prior to
such repeal or modification.

Nevada Revised Statutes, Section 78.751 reads, in full, as follows:

1. Any discretionary indemnification under NRS 78.7502, unless ordered
by a court or advanced pursuant to subsection 2, may be made by the
corporation only as authorized in the specific case upon a
determination that indemnification of the director, officer, employee
or agent is proper in the circumstances. The determination must be
made:

(a) By the stockholders;

(b) By the board of directors by a majority vote of a quorum
consisting of directors who were not parties to the action, suit
or proceeding;

(c) If a majority vote of a quorum consisting of directors who
were not parties to the action, suit or proceeding so orders, by
independent legal counsel in a written opinion; or

(d) If a quorum consisting of directors who were not parties to
the action, suit or proceeding cannot be obtained, by independent
legal counsel in a written opinion.

-54-

2. The articles of incorporation, the bylaws or an agreement made by
the corporation may provide that the expenses of officers and
directors incurred in defending a civil or criminal action, suit or
proceeding must be paid by the corporation as they are incurred and in
advance of the final disposition of the action, suit or proceeding,
upon receipt of an undertaking by or on behalf of the director of
officer to repay the amount if it is ultimately determined by a court
of competent jurisdiction that he is not entitled to be indemnified by
the corporation. The provisions of this subsection do not affect any
rights to advancement of expenses to which corporate personnel other
than directors or officers may be entitled under any contract or
otherwise by law.

3. The indemnification and advancement of expenses authorized in or
ordered by a court pursuant to this section:

(a) Does not exclude any other rights to which a person seeking
indemnification or advancement of expenses may be entitled under
the articles of incorporation or any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise, for either
an action in his official capacity or an action in another
capacity while holding his office, except that indemnification,
unless ordered by a court pursuant to NRS 78.7502 or for the
advancement of expenses made pursuant to subsection 2, may not be
made to or on behalf of any director or officer if a final
adjudication establishes that his acts or omissions involved
intentional misconduct, fraud or a knowing violation of the law
and was material to the cause of action.

(b) Continues for a person who has ceased to be a director,
officer, employee or agent and inures to the benefit of the
heirs, executors and administrators of such a person.

The Company has been informed that liability is not eliminated or
limited unless the Company includes the provision, like it has, in its original
articles of incorporation or ads the provision by amendment. Under Nevada law,
liability may be eliminated or limited as to both directors and officer. Thus,
the liability of a director may be eliminated for breach of his or her fiduciary
duty as an officer. Similarly, an officer may be relieved of liability to the
Company for breach of his or her duties as an officer. However, the law does not
permit the elimination of limitation of liability for acts or omissions

-55-

which involve intentional misconduct, fraud, or a knowing violation of law. The
Company has also been informed that the adoption of a provision eliminating
liability of directors or officers does not mean that these individuals will
never find themselves as a defendant in actions or suits arising from the
performance of their duties. First, liability may not be eliminated or limited
for acts or omissions which involve intentional misconduct, fraud, or knowing
violation of law. Second, liability may not be eliminated or limited for the
payment of dividends in violation of Nevada Revised Statutes. The Company has
also been informed that the statute refers only to liability for damages. Thus,
the article provision will not protect a director or officer from suits seeking
equitable relief or orders requiring the return of corporate property. Since the
statute is limited to liability of a director or officer to the corporation or
stockholders, the provision will afford no protection in suits brought by third
parties. As the statute reflects, it applies only to liability for breach of
fiduciary duty as a director or officer. If a director or officer is also a
majority stockholder, he or she may be liable for monetary damages for breach of
duty to the minority. Further, the Company has been advised that the directors
and officers will not be able to escape liability for violations of federal and
state securities laws. See Item 14 above.

ITEM 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The other expenses payable by the Company in connection with the
offering of the securities being registered herein are estimated as follows:

Securities and Exchange Commission
Registration Fee $ 160.00
Attorneys' Fees 8,290.00
Accounting Fees 1,000.00
Printing and Engraving 10,000.00
Blue Sky Qualification Fees and Expenses 750.00
Miscellaneous 300.00
Transfer Agent Fees 500.00
----------

Total $21,000.00

ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES

We authorized the sale and our treasurer acknowledged receipt of our
securities on October 15, 1997. All of the shares of common stock of the Company
previously issued have been issued for investment purposes in a "private
transaction" and are "restricted" shares as defined in Rule 144 under the
Securities Act of 1933, as amended. These shares may not be offered for

-56-

public sale except under Rule 144, or otherwise, pursuant to said Act.

(a) Securities sold.

We authorized the sale and issuance for cash of all of the shares that
are outstanding. The Treasurer of the Company acknowledged receipt of the full
consideration for the shares on or about October 15, 1997 and the certificates
evidencing said shares were executed and delivered on or about said date. The
following are the names of the 25 issuees and the number of shares purchased by
each of them from us.

Name Number of Shares
---- ----------------

Each of said shareholders had owned the shares of common stock since
October 15, 1997. No additional shares have been sold or issued.

All of our shares of common stock have been issued for investment
purposes in a "private transaction" and are "restricted" shares as defined in
Rule 144 under the Securities Act of 1933, as amended. These shares may not be
offered for

-57-

public sale except under Rule 144, or otherwise, pursuant to said Act.

We are registering 620,000 shares of our common stock for sale by
these selling security holders. These shares may also be available for resale by
the selling security holders pursuant to Rule 144.

In summary, Rule 144 applies to affiliates (that is, control persons)
and nonaffiliates when they resell restricted securities (those purchased from
the issuer or an affiliate of the issuer in nonpublic transactions).
Nonaffiliates reselling restricted securities, as well as affiliates selling
restricted or nonrestricted securities, are not considered to be engaged in a
distribution and, therefore, are not deemed to be underwriters as defined in
Section 2(11) of the Securities Act of 1933, as amended, if six conditions are
met:

(1) Current public information must be available about the issuer
unless sales are limited to those made by nonaffiliates after two
years.

(2) When restricted securities are sold, generally there must be a
one-year holding period.

(3) When either restricted or nonrestricted securities are sold by an
affiliate after one year, there are limitations on the amount of
securities that may be sold; when restricted securities are sold
by nonaffiliates between the first and second years, there are
identical limitations; after two years, there are no volume
limitations for resales by nonaffiliates.

(4) Except for sales of restricted securities made by nonaffiliates
after two years, all sales must be made in brokers' transactions
as defined in Section 4(4) of the Securities Act of 1933, as
amended, or a transaction directly with a "market maker" as that
term is defined in Section 3(a)(38) of the 1934 Act.

(5) Except for sales of restricted securities made by nonaffiliates
after two years, a notice of proposed sale must be filed for all
sales in excess of 500 shares or with an aggregate sales price in
excess of $10,000.

(6) There must be a bona fide intention to sell within a reasonable
time after the filing of the notice referred to in (5) above.

-58-

All of the shareholders has had a pre-existing personal or business
relationship with us or our officers and directors, by reason of a time
commitment in business projects with our officers. Further, each of the
shareholders have established a pre-existing personal relationship with our
officers and directors.

Joseph Panganiban and Anita Panganiban, Brian Evans and Elizabeth
Evans, Robert Lee Collins and Carol Suzanne Collins, Gary W. Koeberl and Deborah
J. Koeberl, David Henry O'Dear and Mary Jo O'Dear, Charles L. Jones and Grace M.
Jones are husbands and wives. Ramon Robert Acha is the significant other of
Pamela Ray Stinson. Laree E. Jones is the daughter of Grace M. Jones and Charles
L. Jones.

(b) Underwriters and other purchasers.

There were no underwriters in connection with the sale and issuance of
any securities.

Each of the shares of stock were originally sold for cash. Each
shareholder paid $.001 per share for the shares, we sold and issued 1,970,000
shares, as adjusted for the stock split, and the aggregate consideration
received by us was $1,970.00.

(d) Exemption from Registration Relied Upon.

The sale and issuance of the shares of stock was exempt from
registration under the Securities Act of 1933, as amended, by virtue of section
4(2) as a transaction not involving a public offering. Each of the shareholders
had acquired the shares for investment and not with a view to distribution to
the public.

All of the shares were issued by us with a restrictive legend
regarding transfer and stop-transfer orders were imposed in connection with the
issuance. The offering was only made to the existing shareholders and each
received or had access to information about us, the offering was made through
direct communication by our officers and directors, and we believed that each of
the offerees had such knowledge and experience in financial and business matters
that he and she was capable of evaluating the merits and risk of the prospective
investment, the offeree was a person who was able to bear the economic risk of
the investment, and immediately before making the sale, after making a
reasonable inquiry, we believed that the offeree had the requisite knowledge and
experience to bear the economic risk of the investment, i.e., the offeree could
afford to hold the shares for an indefinite period and at the time of the
investment, he or she could afford a complete loss.

-59-

ITEM 27. EXHIBITS

Copies of the following documents are filed with this registration
statement as exhibits:

3.1 Articles of Incorporation, as amended (filed as an exhibit to our
registration statement on Form SB-2, filed with the Securities and Exchange
Commission on May 18, 2001).

3.2 Bylaws (filed as an exhibit to our registration statement on Form
SB-2, filed with the Securities and Exchange Commission on May 18, 2001).

4.1 Form of certificate evidencing shares of common stock (filed as an
exhibit to our registration statement Amendment Number 1 on Form SB-2, filed
with the Securities and Exchange Commission on June 28, 2001).

5.1 Opinion of Counsel (filed as an exhibit to our registration
statement Amendment Number 4 on Form SB-2, filed with the Securities and
Exchange Commission on December 24, 2001).

10.1 Verio "WARP" Agreement (filed as an exhibit to our registration
statement on Form SB-2, filed with the Securities and Exchange Commission on May
18, 2001).

23.1 Accountant's Consent to Use Opinion (filed as an exhibit to our
registration statement Amendment Number 4 on Form SB-2, filed with the
Securities and Exchange Commission on December 24, 2001).

23.2 Counsel's Consent to Use Opinion (See 5.1 above).

ITEM 28. UNDERTAKINGS

We hereby undertake:

(1) To file, during any period in which offers or sales are being made
post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933, as amended;

(ii) To reflect in the prospectus any facts or events arising
after the Effective Date of the registration statement (or
the most recent post-effective amendment thereto) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that
which was registered) any

-60-

deviation from the low or high end of the estimate maximum
offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) (Section
230.424(b) of Regulation S-B) if, in the aggregate, the
changes in volume and price represent no more than 20%
change in the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in the
effective registration statement; and

(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement or any material change to such
information in this registration statement, including (but
not limited to) the addition of any underwriter;

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, as amended, each such post- effective amendment shall be
treated as a new registration statement of the securities offered, and the
offering of the securities at that time to be the initial bona fide offering
thereof.

(3) To remove from registration by means of a post- effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

Insofar as indemnification for liabilities arising under the
Securities Acts may be permitted to our directors, officers and controlling
persons pursuant to any provisions contained in its Articles of Incorporation,
or by-laws, or otherwise, we have been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in the
Securities Act of 1933, as amended, and is, therefore, unenforceable. In the
event that claim for indemnification against such liabilities (other than the
payment by us of expenses incurred or paid by our director, officer or
controlling person in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in connection with
the securities being registered, we will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether indemnification by it is against
public policy as expressed in the Securities Act of 1933, as amended and will be
governed by the final adjudication of such issue.

-61-

SIGNATURES

In accordance with the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements of filing on Form SB-2 and authorized the
registration statement to be signed on January 7, 2002.

INVESTMENT AGENTS, INC.

By: /s/ Pamela Ray Stinson
-----------------------------------
Pamela Ray Stinson

In accordance with the requirements of the Securities Act of 1933, the
registration statement was signed by the following persons in the capacities and
on the dates stated.

/s/ Pamela Ray Stinson Dated: January 7, 2002
-----------------------------------
Pamela Ray Stinson
President, Director

/s/ Ramon Robert Acha Dated: January 7, 2002
-----------------------------------
Ramon Robert Acha
Secretary, Treasurer
(Principal Accounting
Officer) and Director

/s/ Joseph H. Panganiban Dated: January 7, 2002
-----------------------------------
Joseph H. Panganiban
Director

-62-